INTRAMERICA VARIABLE ANNUITY ACCOUNT
497, 1999-05-07
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                              Scudder Horizon Plan
                             Prospectus May 1, 1999

              A No-Load Flexible Premium Deferred Variable Annuity
                                   offered by
                       Intramerica Life Insurance Company
                                   through the
                      Intramerica Variable Annuity Account

   
This prospectus  describes the Scudder Horizon Plan Contract  ("Contract").  The
Contract  investment  alternatives  -- a general  account  (paying a  guaranteed
minimum fixed rate of interest) and 7 subaccounts  of the  Intramerica  Variable
Annuity Account.  Money you direct to a subaccount is invested  exclusively in a
single portfolio of the Scudder Variable Life Investment Fund. The 7 mutual fund
portfolios we offer through the subaccounts under this Contract are:
    

         Scudder  Variable Life Investment Fund
         o Money Market  Portfolio 
         o Bond Portfolio 
         o Capital Growth Portfolio 
         o Balanced  Portfolio 
         o Growth and Income Portfolio 
         o International Portfolio 
         o Global Discovery Portfolio

Variable annuity  contracts  involve certain risks,  including  possible loss of
principal.  

o    The  investment  performance  of the  portfolios  in which the  subaccounts
     invest will vary.

o    We do not guarantee how any of the portfolios will perform.

o    The  Contract  is not a deposit  or  obligation  of any  bank,  and no bank
     endorses or guarantees the contract.

o    Neither the U.S.  Government nor any federal agency insures your investment
     in the Contract.

Please read this prospectus  carefully before investing,  and keep it for future
reference.  It contains  important  information  about the Scudder  Horizon Plan
variable annuity contract.



<PAGE>


The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

   
The Contract is designed to aid you in long-term financial planning.
    

To learn  more  about the  Contract,  you may want to look at the  Statement  of
Additional  Information  dated May 1, 1999, (the "SAI").  For a free copy of the
SAI, contact us at:

   
Scudder Horizon Plan
Customer Service Center
8301 Maryland Ave.
St. Louis, MO 63105
(800) 833-0194
    

Intramerica has filed the SAI with the U.S.  Securities and Exchange  Commission
(the "SEC") and has incorporated it by reference into this prospectus. The SAI's
table of contents appears at the end of this prospectus.

   
The SEC  maintains an Internet  website  (http://www.sec.gov)  that contains the
SAI, material  incorporated by reference,  and other  information.  You may also
read and copy any of these  documents  at the  SEC's  public  reference  room in
Washington,  D.C.  Please call  1-800-SEC-0330  for further  information  on the
operation of the public reference room.
    


<PAGE>



   
                                Table of Contents
Definitions..............................................................1
Summary..................................................................3
Fee Table................................................................7
     Financial Statements............................................... 8
Calculation of Yields and Total Returns................................. 9
Other Performance Data.................................................. 9
Intramerica and the Variable Account....................................10
     Intramerica Life Insurance Company.................................10 
     Purchase Agreement with Allstate...................................10
     Intramerica Variable Annuity Account...............................11
     Services Agreements with Allstate..................................11
Scudder Variable Life Investment Fund...................................12
     Addition, Deletion, or Substitution of Investments.................13
The Contract............................................................14
     Contract Application and Issuing the Contract......................14
     Examination Period.................................................15
     Payments...........................................................15
     Allocating Payments................................................16
     Transfers..........................................................17
     Account Value......................................................20
     Contract Ownership.................................................21
     Assignment of Contract.............................................22
Access to Your Money....................................................23
     Full and Partial Surrenders........................................23
     Annuity Payments...................................................24
     Annuity Income Options.............................................25
     Maturity Date......................................................26
     Death Benefit......................................................27
     Beneficiary Provisions.............................................27
     Death of Owner.....................................................27
     Employment-Related Benefit Plans...................................28
     Charges and Deductions.............................................28
     Mortality and Expense Risk Charge..................................28
     Contract Administration Charge.....................................29
     Records Maintenance Charge.........................................29
     Premium Taxes......................................................29
     Other Taxes........................................................30
     Transfer Charges...................................................30
     Portfolio Charges..................................................30
     Certain Federal Income Tax Consequences............................30
     Tax Status of the Contract.........................................30
     Taxation of Nonqualified Contracts.................................31
     Taxation of Qualified Contracts....................................33
     Our Income Taxes...................................................34
     Possible Tax Law Changes...........................................34
General Provisions......................................................35
     The Contract.......................................................35
     Delay of Payment and Transfers.....................................35
     Contract Expiration................................................35
     Misstatement of Age or Sex.........................................35
     Nonparticipating Contract..........................................36
     Notices and Inquiries..............................................36
     Records and Reports................................................36
     Year 2000 Disclosure...............................................36
Services Agreement......................................................37
Distribution of the Contract............................................37
The General Account.....................................................38
Voting Rights...........................................................39
Legal Proceedings.......................................................40
Additional Information..................................................40
Table of Contents for Statement of Additional Information...............41
Condensed Financial Information.........................................42
    


            This Contract is available only in the State of New York.


<PAGE>


                                   Definitions

     account value -- Your  Contract's  total value in the  subaccounts  and the
general account. The Contract refers to account value as "Accumulated Value."

     age -- The annuitant's  age on his or her birthday  nearest to the Contract
Anniversary.

     annuitant -- The person  whose life is used to  determine  the duration and
amount of any annuity payments.  If the annuitant dies before the Maturity Date,
then we will pay a death benefit.

     annuity  payments  -- After the  Maturity  Date,  we  promise to pay you an
income in the form of regular fixed annuity payments.  The amount of the annuity
payments  depends on the amount of money you  accumulate in the Contract  before
the Maturity Date and on the annuity income option you choose.

     beneficiary  -- The  person(s)  you select to receive  the  benefits of the
Contract if no Owner is living.

     Contract  Date --The date listed in the  Contract  that we use to determine
Contract years, Contract months, and Contract  anniversaries.  The Contract Date
is usually the same date as the Effective Date.

     death benefit -- An amount we pay if the annuitant dies before the Maturity
Date.  The death benefit is the greater of the account  value or the  Guaranteed
Death Benefit.

     Declaration Period -- A period of time between 1 and 5 3 years during which
we will credit  specified  rates of interest  on  payments  you  allocate to the
general account.

     Effective  Date -- A date within two business days after we have received a
completed application and the full initial payment.



<PAGE>


     Fund -- The Scudder Variable Life Investment Fund, an open-end, diversified
management investment company in which the subaccounts invest.

     general  account -- The account  containing  all of  Intramerica's  assets,
other than those held in its separate accounts.

     Guaranteed  Death  Benefit -- The sum of the  payments  you made,  less any
partial surrenders.

     Home Office -- The principal  office of  Intramerica,  located at 9 Ramland
Road, Orangeburg, New York 10962.

     joint  annuitant  -- If you select  annuity  income  option 2, then you may
designate a joint annuitant. We will use the joint annuitant's life, in addition
to the annuitant's life, to determine the duration of the annuity payments.

     joint owner -- A person  sharing the  privileges  of ownership as stated in
the Contract. If a joint owner is named, then Intramerica will presume ownership
to be as joint tenants with right of survivorship.

     Maturity Date -- The date on which we will begin to pay annuity payments if
the annuitant is living.

     monthly anniversary -- The same date in each month as the Contract Date.

     net payment -- A payment less any applicable premium taxes.

     Nonqualified Contract -- A Contract other than a Qualified Contract.

     Owner (you,  your) -- The person having the privileges of ownership  stated
in the  Contract,  including  the  right  to  receive  annuity  payments  if the
annuitant is living on the Maturity Date and the Contract is in force.



<PAGE>


     portfolio  -- A  separate  investment  portfolio  of the  Fund  in  which a
subaccount of the Variable Account invests.

     Proof of Death -- One of the  following:  (i) a  certified  copy of a death
certificate,  (ii)  a  copy  of a  certified  decree  of a  court  of  competent
jurisdiction as to the finding of death,  or (iii) any other proof  satisfactory
to Intramerica.

     Qualified  Contract -- A Contract  issued in  connection  with a retirement
plan that qualifies for special Federal income tax treatment.

     subaccount  --  An  investment  division  of  the  Variable  Account.  Each
subaccount invests exclusively in a single portfolio of the Fund.

     Unit Value -- The value of each unit of a subaccount. It is calculated each
Valuation Period. It is similar to the net asset value of a mutual fund.

     Valuation Date -- Each day on which we value the assets in the subaccounts,
which is each day on which the New York Stock  Exchange is open for trading.  We
are open for business on each day the NYSE is open.

     Valuation  Period -- The period that  begins at the close of one  Valuation
Date and ends at the close of the next Valuation Date.

     Variable  Account  --  Intramerica  Variable  Annuity  Account,  a separate
account  composed of subaccounts  which we established to receive and invest the
portion of net  payments  under the  Contract  that you do not  allocate  to our
general account.

   
     we, us, our, Intramerica, the Company: Intramerica Life Insurance Company.
    


<PAGE>

                                     Summary

     This  summary  answers  certain  basic  questions  you may have  about  the
Contract.  More detailed  information  about the Contract  appears later in this
Prospectus. Please read this Prospectus carefully.

Why should I purchase this Contract?

     The Contract  provides a way for you to invest on a  tax-deferred  basis in
the subaccounts of the Variable Account and in the general account. The Contract
is designed to enable you to accumulate money for retirement and other long-term
investment purposes.  "Tax-deferred" means that earnings and appreciation on the
assets  in your  Contract  are not taxed  until you take  money out by a full or
partial cash surrender or by annuitizing the Contract, or until we pay the death
benefit.

How can I purchase the Contract?

   
     You may purchase the Contract from us (Intramerica Life Insurance  Company)
for a  minimum  payment  of  $2,500  ($2,000  for an  IRA).  We do not  deduct a
commission  or sales charge from any payment you make.  You may make  additional
payments under the Contract,  subject to certain conditions.  Send your payments
to:

         Scudder Horizon Plan
         Customer Service Center
         8301 Maryland Avenue
         St. Louis, Missouri 63105
    

Can I use this Contract as an IRA?

     Yes, the Contract is available to most  individuals who wish to purchase an
IRA. It is also available to certain  retirement  plans and retirement  accounts
that qualify for special  Federal income tax  treatment.  We require that if you
desire to invest monies that qualify for different  annuity tax treatment,  then
you must purchase separate Contracts.


<PAGE>


What annuity benefits are offered under the Contract?

     The Contract  allows you to receive  fixed  annuity  payments  under one of
three annuity  income  options.  Annuity  payments begin after the Maturity Date
provided the annuitant is living.  The three annuity  income  options  currently
available are: (i) life annuity with installment refund; (ii) joint and survivor
life annuity with installment refund; and (iii) installments for life.

     Other annuity  income  options may be available on the Maturity  Date.  The
dollar  amount of each annuity  payment  will be fixed on the Maturity  Date and
guaranteed by us.

What investments are available under the Contract?

     You may invest your money in any of the following portfolios of the Scudder
Variable Life Investment Fund by directing your payments into the  corresponding
subaccounts:

         o        Money Market              o        Bond
         o        Capital Growth            o        Balanced
         o        Growth and Income         o        International
         o        Global Discovery

     Each subaccount  invests in Class A shares of its corresponding  portfolio.
The  assets  of each  portfolio  are held  separately  from the  assets of other
portfolios  and  each has  separate  investment  objectives  and  policies.  The
attached  prospectus for the Fund more fully describes the  portfolios.  Scudder
Kemper Investments Inc. is the investment adviser for the portfolios.

     Your  investment  in the  subaccounts  will  fluctuate  daily  based on the
investment  results of the  portfolios in which you invest,  and on the fees and
charges  deducted.  You bear the  investment  risk for amounts you invest in the
subaccounts.





<PAGE>


What fixed rate options are available under the Contract?

     You may allocate funds to the general  account and receive a specified rate
of  return.  We will  credit  interest  to your  payments  for the length of the
Declaration  Period you choose at a  guaranteed  rate we specify in advance.  We
offer  Declaration  Periods  of 1 and 3  years.  At the  end of the  Declaration
Period, you have the option to move funds into any available  subaccount or into
another  Declaration  Period that has a new  specified  rate of interest that we
guarantee will be no less than 3.5%.

     We guarantee interest, as well as principal, on money placed in the general
account.

What is the purpose of the Variable Account?

     We established the Variable Account to invest the payments we receive under
our variable annuities, including this Contract. The Variable Account is divided
into  subaccounts.  Each  subaccount  invests  exclusively in a portfolio of the
Fund. Under New York law, the assets in the Variable Account associated with the
Contract  generally are not chargeable with the  liabilities  arising out of any
other business we conduct.

Can I transfer assets within the Contract?

     Yes. You have the flexibility to transfer  assets within the Contract.  You
may transfer  amounts  among the  subaccounts  and from the  subaccounts  to the
general  account at any time.  You may also  transfer  amounts  from the general
account  to the  subaccounts  or  within  the  general  account  at the end of a
Declaration Period.

         We do not  impose a charge for any  transfers.  In the  future,  we may
impose a transfer charge of $20 for the third and subsequent  transfer  requests
made during a Contract Year.





<PAGE>


What are my expenses under the Contract?

     On each Valuation Date, we deduct an  administrative  fee at an annual rate
of .30%,  and a mortality  and  expense fee at an annual rate of .40%,  from the
amount you have invested in each subaccount. These charges are not deducted from
the general account.  We do not charge an annual  maintenance fee,  although the
Contract permits us to deduct a maximum fee of $40 in the future. 

     Currently,  we do not pay a premium  tax under New York law. We reserve the
right to deduct any premium taxes payable in respect of any future payments.

     We do not deduct any surrender charges on full or partial surrenders.

   
     The  portfolios  also  deduct  investment  charges  from  amounts  you have
invested in the  portfolios  through the  subaccounts.  These charges range from
0.44% to 1.72% annually,  depending on the portfolio. See the prospectus for the
Fund and the Fee Table in this Prospectus.
    

Do I have access to my money in the Contract?

     Yes.  You may make a full or partial  surrender of the Contract at any time
before the Maturity Date or the annuitant's death. No surrender charges apply.

     For  Qualified  Contracts  issued under the Internal  Revenue Code ("Code")
Section  403(b),  certain  restrictions  will  apply.  You may also  have to pay
Federal  income  taxes  and a  penalty  tax on any  money  you  take  out of the
Contract.

What is the death benefit?

   
     If the annuitant dies before the Maturity Date, we pay you, the owner,  the
greater of the account value or the Guaranteed Death Benefit.  If the owner of a
Nonqualified  Contract dies before the Maturity Date and before the  annuitant's
death,  then we will pay the  account  value in a lump sum to the joint owner no
later than 5 years following the owner's death (if there is no joint owner, then
we will pay the beneficiary).
    
<PAGE>

What are the Federal income tax consequences of investing in the Contract?

     The  Contract's  earnings are  generally not taxed until you take them out.
For  Federal  tax  purposes,  if you take money out before  the  Maturity  Date,
earnings  come out first and are taxed as income.  If you are  younger  than 592
when you take money out,  you may be charged a 10%  Federal  penalty  tax on the
earnings.  The  annuity  payments  you  receive  after  the  Maturity  Date  are
considered  partly a  return  of your  original  investment;  that  part of each
payment is not taxable as income.  Different  tax  consequences  may apply for a
Contract used in connection with a qualified plan.

Can the Contract be returned after I receive it?

     Yes. You may return the Contract for a refund by returning  the Contract to
our home  office  within 30 days after you receive it. The amount of the refund,
will  generally be the initial  payment,  plus (or minus) gains (or losses) from
investing the payment in the subaccounts you selected on your application,  plus
interest earned on amounts you allocated to the general account.


<PAGE>

                                 Fee Table

     This Fee Table  illustrates  the current  charges and deductions  under the
Contract,  as well as the Fund's fees and expenses for the 1998  calendar  year.
The purpose of this table is to assist you in understanding the various cost and
expenses that you will bear directly and  indirectly.  The Fund has provided the
information pertaining to the Fund.

   
Contract Owner Transaction Expenses
         Sales Load Imposed on Payments                                   None
         Deferred Sales Load                                              None
         Surrender Fee                                                    None
         Transfer Charge (transfers made between  subaccounts
         and/or to the general account during a Contract Year)            None
Annual Records Maintenance Charge                                         None
Variable Account Annual Expenses (as a percentage of your 
average net assets in the Variable Account)
    

         Mortality and Expense Risk Charge                          0.40%
         Contract Administration Charge                             0.30%
                                                                    -----
         Total Variable Account Annual Expenses                     0.70%


Scudder Variable Life Investment Fund Annual Expenses
(as a percentage of average net assets for the 1998 calendar year)

   
                                 Management              Total
                                   Fees                       Expenses
                              After Fee      Other           After Fee
Portfolio                      Waiver*      Expenses           Waiver*
- ---------                     ---------     --------         ---------  
Money Market                   0.37%        0.07%             0.44%
Bond                           0.48%        0.09%             0.57% 
Capital Growth                 0.46%        0.04%             0.50%
Balanced                       0.48%        0.08%             0.56%
Growth and Income              0.47%        0.09%             0.56%
International                  0.87%        0.17%             1.04%
Global Discovery*              0.91%        0.81%             1.72%


* Until April 30, 1998,  Scudder Kemper (the Adviser)  agreed to waive a portion
of its  management  fee to the extent  necessary  to limit the  expenses  of the
Global  Discovery  Portfolio to 1.50% of average daily net assets.  As a result,
actual 1998  expenses  without  giving  effect to the expense  limitation  were:
management fee 0.97% and total expenses 1.78%.
    
<PAGE>

Example

The following  example  illustrates  the expenses that you would pay on a $1,000
investment,  assuming 5% annual return on assets, if you continued the Contract,
surrendered or annuitized at the end of each period:



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

Money Market               $12          $36          $63           $139
Bond                       $13          $40          $70           $153
Capital Growth             $12          $38          $66           $145
Balanced                   $13          $40          $69           $152
Growth and Income          $13          $40          $69           $152
International              $18          $55          $94           $205
Global Discovery           $25          $75          $129          $276

     The fee table and example above are based upon the current level of charges
deducted  under the Contract.  In the future,  we may increase the Mortality and
Expense Risk Charge to .70% per year,  establish a Records Maintenance Charge of
up to $40 per year and  impose a  transfer  charge of $20 for the third and each
subsequent  transfer  request made during a Contract  Year. We currently have no
intention of changing our charges.

     Neither the fee table nor the example reflects the deduction of any premium
tax.

       

     You should not consider this example to represent past or future  expenses,
performance or return.  Actual expenses may be greater or less than those shown.
The assumed 5% annual return is hypothetical.  Past or future annual returns may
be greater or less than the assumed return.

     A  financial  history of each  subaccount  is included in Appendix A at the
back of this Prospectus.
<PAGE>

Financial Statements

     The  financial  statements  of  Intramerica  and the  Variable  Account are
included in the SAI.

Calculation of Yields and Total  Returns

     We may  periodically  advertise yields and average annual total returns for
the subaccounts  and the  portfolios.  These figures will be based on historical
earnings and are not intended to indicate future performance.

   
     Yields and  standard  total  returns  include all charges and  expenses you
would pay under the Contract -- the  mortality  and expense risk charge  (0.40%)
and the administrative expense charge (0.30%).
    

     The  yield  of  the  Money  Market  subaccount  refers  to  the  annualized
investment  income  that  an  investment  in  the  subaccount  generates  over a
specified  seven-day period.  The effective yield of the Money Market subaccount
is calculated in a similar way but, when  annualized,  we assume that the income
earned by the  investment  has been  reinvested.  The  effective  yield  will be
slightly higher than the yield because of the compounding  effect of the assumed
reinvestment.

     The yield of a subaccount  (except the Money Market  subaccount)  refers to
the  annualized  income that an investment in the  subaccount  generates  over a
specified thirty-day period.

     The average annual total return of a subaccount  assumes that an investment
has been held in the subaccount for certain periods of time including the period
measured  from the date the  subaccount  began  operations.  We will provide the
average annual total return for each  subaccount  that has been in operation for
1, 5, and 10 years.  The total  return  quotations  will  represent  the average
annual  compounded  rates of return that an initial  investment  of $1,000 would
earn as of the last day of the 1, 5 and 10 year periods.

     The yield and total  return  calculations  are not  reduced by any  premium
taxes.  Applying  premium  taxes  will  reduce  the yield and total  return of a
Contract.


<PAGE>


     For additional  information  regarding yield and total return calculations,
please refer to the SAI.


                             Other Performance Data

   
     We may disclose other performance data, such as cumulative total return and
nonstandard  total  returns.  This  means  that the data  may be  presented  for
different time periods and different dollar amounts.
    

     We may also present  historic  performance  data for the  portfolios  since
their inception that is reduced by some or all of the fees and charges under the
Contract.  Such adjusted  historic  performance data includes data that precedes
the inception dates of the subaccounts,  but is designed to show the performance
that would have resulted if the Contract had been available during that time.

     We will only disclose non-standard performance data if we also disclose the
standard performance data. For additional  information regarding the calculation
of other performance data, please refer to the SAI.

     Advertising,  sales literature,  and other  communications  may compare the
expense and  performance  data for the Contract and each  subaccount  with other
variable  annuities  tracked by independent  services such as Lipper  Analytical
Services,  Inc.,  Morningstar  and the Variable  Annuity  Research Data Service.
These services monitor and rank the performance and expenses of variable annuity
issuers on an  industry-wide  basis.  We may also make  comparisons  using other
indices that measure performance, such as Standard & Poor's 500 Composite or the
Dow Jones  Industrial  Average.  Unmanaged  indices may assume  reinvestment  of
dividends but do not deduct administrative and management costs and expenses.



<PAGE>


     We may  report  other  information  including  the  effect of  tax-deferred
compounding on a subaccount's returns, illustrated by tables, graphs, or charts.
Tax-deferred  compounding  can lead to  substantial  long-term  accumulation  of
assets, if the portfolio's investment experience is positive.  Sales literature,
advertisements  or other reports may refer to A.M.  Best's rating of Intramerica
as an insurance company.



Intramerica and the Variable Account 

Intramerica Life Insurance Company

   
     Intramerica is a stock life insurance company  incorporated  under the laws
of the State of New York on March 24,  1966.  Intramerica,  with  assets of $136
million  as of  December  31,  1998,  principally  engages  in the  offering  of
insurance products. Intramerica offers graded death benefit life insurance; this
business has been  reinsured by Conseco Life  Insurance  Company of New York. We
are  authorized  to conduct  business in New York and New Jersey.  Our principal
offices are  located  at: 9 Ramland  Road,  Orangeburg,  New York  10962,  (800)
833-0194.
    

     Intramerica  is currently a wholly owned  subsidiary  of Leucadia  National
Corporation ("Leucadia"), a New York corporation.

Purchase Agreement with Allstate

     On  December  21,  1998,  Allstate  Life  Insurance  Company   ("Allstate")
announced  that it has  entered  into an  agreement  with  Leucadia  to purchase
Intramerica.  The transaction is subject to regulatory approvals and is expected
to close before July 1, 1999.

     CNL,  Inc.  ("CNL")  is  the  principal  underwriter  of the  Contract.  On
September 2, 1998,  Leucadia,  then sole owner of all of the stock of CNL,  sold
all of its CNL stock to Allstate.


<PAGE>

Intramerica Variable Annuity Account

     First Charter Life Insurance Company  established the Variable Account as a
separate  investment  account under the laws of the State of New York on June 8,
1988. It became a separate investment account of Intramerica on November 1, 1992
when First Charter was merged into Intramerica. The name of the Variable Account
was changed to "Intramerica Variable Annuity Account" at that time. The Variable
Account  receives and invests the  payments  under the  Contracts.  We may offer
other variable  annuities for which the Variable  Account may receive and invest
payments.

     Under New York law,  the assets of the Variable  Account are our  property.
Assets of the Variable  Account  attributable to the Contract  generally are not
chargeable  with  liabilities  arising out of any other business we may conduct.
However,  assets  of the  Variable  Account  will  be  available  to  cover  the
liabilities  of our general  account to the extent that Variable  Account assets
exceed its liabilities arising under the variable annuity contracts it supports.
The obligations under the Contracts are obligations of Intramerica.

     The Variable Account is divided into subaccounts.  Each subaccount  invests
exclusively in shares of one of the Fund's portfolios.  Income, gains and losses
from the assets of each  subaccount  are  credited  to or charged  against  such
subaccount without regard to income,  gains or losses of any other subaccount or
income, gains, or losses arising out of any other business we may conduct.

     The  Variable  Account  is  registered  with the  Securities  and  Exchange
Commission  ("SEC") as a unit investment  trust under the 1940 Act and meets the
definition  of  a  "separate   account"  under  the  Federal   securities  laws.
Registration  with the SEC does not involve  supervision  of the  management  or
investment  practices or policies of the Variable  Account or Intramerica by the
SEC.




<PAGE>

   
Services Agreements with Allstate
    

     On September 2, 1998,  Intramerica and Leucadia  entered into a coinsurance
agreement  with  Allstate  Life  Insurance  Company of New York  ("Allstate-NY")
reinsuring 25% of Intramerica's rights, liabilities and obligations with respect
to the Variable Account under the Contracts.  On the same date,  Intramerica and
Allstate-NY  entered  into an  administrative  services  agreement  under  which
Allstate-NY  or an affiliate will  administer  the  Contracts.  Neither of these
agreements  will change the fact that  Intramerica  is  primarily  liable to you
under your  Contract.  At this time there have been no changes to the address or
phone numbers that you are currently using.

Scudder Variable Life Investment Fund

   
     The Variable Account invests  exclusively in shares of the Scudder Variable
Life Investment Fund (the "Fund"). The Fund is registered with the SEC under the
Investment  Company  Act of 1940,  as  amended,  ("1940  Act")  as an  open-end,
diversified management investment company.  Scudder Kemper Investments,  Inc. is
the  investment  adviser  to the  mutual  fund  portfolios  available  under the
Contract.
    

     In addition to the Variable Account, the Fund's shares are sold to variable
life  insurance  and  variable  annuity  separate  accounts  of other  insurance
companies, including an insurance company affiliated with us. Someday, it may be
disadvantageous  for variable annuity separate  accounts of other life insurance
companies,  or for both variable life insurance  separate  accounts and variable
annuity separate accounts,  to invest simultaneously in the Fund. But, currently
neither  the Fund nor  Intramerica  foresees  any such  disadvantages  to either
variable annuity owners or variable life insurance owners. The Fund's management
intends to monitor events in order to identify any material conflicts between or
among  variable  annuity  owners  and  variable  life  insurance  owners  and to
determine  what response,  if any, they should take. In addition,  if we believe
that the Fund's  response  to any of those  events or  conflicts  insufficiently
protects our Owners, then we will take appropriate action.

     The  subaccounts  invest  exclusively  in the Class A shares  of  following
portfolios of the Fund:

                  o          Money Market Portfolio
                  o          Bond Portfolio
                  o          Capital Growth Portfolio
                  o          Balanced Portfolio
                  o          Growth and Income Portfolio


<PAGE>


                  o          International Portfolio
                  o          Global Discovery Portfolio

   
     Each portfolio  represents,  in effect, a separate mutual fund with its own
distinct  investment  objectives  and  policies.  The  income  or  losses of one
portfolio have no effect on another portfolio's investment performance.
    

     Scudder Kemper  Investments.  Inc. (the "Adviser"),  an investment  adviser
registered  with the SEC under the Investment  Advisers Act of 1940, as amended,
manages  daily  investments  and  business  affairs of the Fund,  subject to the
policies that the Funds'  Trustees  established.  See the Fund's  prospectus for
information regarding the Adviser's fees.

     The general  public may not purchase  these  underlying  portfolios.  Their
investment objectives and policies may be similar to other portfolios and mutual
funds  managed by the same  investment  adviser  that are sold  directly  to the
public.  You  should  not  expect  that  the  investment  results  of the  other
portfolios would be similar to those of the underlying portfolios.

   
     There is no assurance that any portfolio  will achieve its  objective.  The
Scudder  Variable  Life  Investment  Fund  prospectus   contains  more  detailed
information,  including a description of the risks involved in investing in each
portfolio and a description of each portfolio's  investment objective. A copy of
the Fund's prospectus is attached to this Prospectus.  You should carefully read
the Fund's prospectus before investing in a Contract.
    



<PAGE>

Addition, Deletion, or Substitution of Investments

     From time to time, we may make certain changes in the Variable  Account and
its investments. We may substitute shares of any portfolio for shares of another
portfolio  of the Fund or  another  registered  open-end  management  investment
company. We may do so if the shares of the portfolio are no longer available for
investment  or  if  we  decide  that   investment  in  any  portfolio  would  be
inappropriate  in view of the  purposes  of the  Variable  Account.  We will not
substitute  or  eliminate  the shares of a portfolio  in which your  Contract is
invested without prior approval of the SEC and we will notify you of our intent.
This will be done to the extent required by the 1940 Act.

     We may add or delete  subaccounts  in our  discretion  when we decide  that
marketing,  tax,  investment,  or other  conditions  warrant  such  additions or
deletions. Each additional subaccount will purchase shares in a portfolio of the
Fund or in  another  mutual  fund  or  investment  vehicle.  If we  eliminate  a
subaccount,  then we will notify you and request that you reallocate the amounts
you have invested in the  eliminated  subaccount.  If you do not provide us with
your desired reallocations,  then we will reinvest the amounts in the eliminated
subaccount into the subaccount that invests in the Money Market Portfolio.

     In the event of any such substitution,  change, or elimination,  we may, by
appropriate endorsement, change the Contracts as may be necessary or appropriate
to reflect such substitution, change, or elimination. Furthermore, if we deem it
to be in the best interests of persons having voting rights under the Contracts,
then the Variable Account may be: (i) operated as a management company under the
1940 Act or any other form permitted by law, (ii)  de-registered  under the 1940
Act, in the event such  registration  is no longer  required,  or (iii) combined
with one or more other separate accounts.  To the extent applicable law permits,
we may transfer the assets of the Variable Account associated with the Contracts
to another separate account.

     The  investment  policy of the Variable  Account will not be changed unless
the Superintendent of Insurance of the State of New York approves the change.

                              The Contract

     The  description of the Contract  contained in this Prospectus is qualified
in its entirety by reference to the contract for the Flexible  Premium  Variable
Deferred  Annuity.  We have filed a copy of the  Contract  as an exhibit to this
Registration Statement. It is available upon request from us.


<PAGE>





Contract Application and Issuing the Contract

   
     The Contract is  available to  individuals,  certain  retirement  plans and
individual retirement accounts (IRA) that qualify for special Federal income tax
treatment.  The Contract is not available for use as a  "Tax-Sheltered  Annuity"
qualifying under Section 403(b) of the Code.
    

     If you purchase a Contract which  qualifies as an IRA under Section 408(b),
you  should  be aware  that  the  Code  imposes  certain  restrictions  on those
Contracts.

     Before  we  issue a  Contract,  we must  receive  your  properly  completed
application  and a minimum  payment of $2,500  ($2,000 for an IRA). We will mail
you a Premium  Receipt form if you request  one. You must name the  annuitant in
the Contract  application.  In order to comply with New York law, the  Annuitant
must be between the ages of 1 and 80. If the Contract  qualifies as an IRA under
Section 408(b), then you must be the annuitant.  We reserve the right to decline
an application for any reason. If we decline an application, then we will refund
the full initial payment.

     After  underwriting  is completed and the Contract is delivered to you, the
Contract  will be  deemed  to  have  commenced  as of the  Effective  Date.  The
Effective  Date is a date within two business  days after we receive a completed
application and the full initial payment.  The Contract Date will be the same as
the Effective Date unless the Effective  Date is the 29th,  30th, or 31st of the
month,  in which case the Contract  Date will be the 28th day of the same month.
We use the Contract  Date to determine  Contract  Years,  Contract  Months,  and
Contract Anniversaries.


<PAGE>


Examination Period

     You may cancel the Contract  for a refund  within 30 days after you receive
the Contract. We will refund the initial payment by the following method.

     Return of Premium Plus or Minus Investment  Experience.  We will refund the
initial payment, plus or minus gains or losses from investing the payment in the
subaccounts  you  chose on your  application,  plus any  interest  earned on the
amount you allocated to the general account.  We will calculate these refunds as
of the date that you mail the Contract to us. If you allocate all or part of the
payment to the  subaccounts,  then the amount of your refund may be more or less
than the  initial  payment,  depending  on the  investment  performance  of your
selected subaccounts. If you allocate all of the payment to the general account,
then we will always  refund an amount equal to or greater than the payment.  See
your Contract for details.

Payments

     Initial  Payment.  The minimum  initial  payment you must pay to purchase a
Contract is $2,500 ($2,000 for an IRA). The initial  payment is the only payment
we require you to make under the Contract.  The Contract  permits us to increase
the  minimum  initial  payment to $5,000 at any time.  When you make the initial
payment,  you must  specify  whether it is for a purchase of a  Nonqualified  or
Qualified Contract.

     If the initial  payment is derived from an exchange or surrender of another
annuity  contract,  then we may require that you provide  information  about the
Federal  income tax status of the previous  annuity  contract.  If you desire to
invest monies  qualifying  for different  annuity tax treatment  under the Code,
then we will require you to purchase separate Contracts.  Each separate Contract
requires a minimum initial payment of $2,500 ($2,000 for an IRA). We reserve the
right to waive the minimum initial payment amount and accept less than $2,500.



<PAGE>


     If we receive a properly  completed  application  with the initial payment,
then we will credit that  payment to the Contract  within two  business  days of
receiving the payment.  We may deduct  premium taxes from the payment  before we
credit it to the Contract. If we receive an incomplete application, then we will
credit  the  payment  within  two  business  days  of  receiving  the  completed
application.  If, for any reason,  we do not credit the payment to your  account
within five business days, then we will  immediately  return the payment to you.
You may, after receiving  notice of our delay,  specifically  request that we do
not return the payment.

     Additional  Payments.  You may make additional payments while the annuitant
is  living  and  before  the  Maturity  Date.  Currently,  there  is no  minimum
additional payment amount or maximum number of additional  payments per Contract
Year.  In the future,  we may require that each  additional  payment be at least
$1,000 and limit the frequency of  additional  payments to a maximum of four per
Contract Year.

     Additional  payments must qualify for the same Federal income tax treatment
as the  initial  payment  made under the  Contract.  If the  Federal  income tax
treatment of a payment will be different from that of the initial payment,  then
we will not accept it. We will credit any  additional  payments to the  Contract
upon receiving them at our home office.

     Automatic Investment Plan. You may arrange to make regular investments ($50
minimum) into any of the  subaccounts  through  automatic  deductions  from your
checking account. The Automatic Investment Plan cannot be used to allocate money
to the general account. Please call (800) 833-0194 for more information.

     Limitations  on  Payments.  We  reserve  the  right to reject  any  initial
payment.  We may require you to complete a financial  questionnaire for payments
in excess of  $250,000.  If any  additional  payments  would  cause  your  total
payments to exceed $1,000,000,  we may reject those payments. We will reject any
payment  that would  cause the account  value in the  general  account to exceed
$250,000.



<PAGE>


     For Contracts  that qualify as IRAs under Section  408(b) of the Code,  the
total  payments  (including  the initial  payment) in any calendar  year may not
exceed  $2,000,  unless the portion in excess of $2,000  qualifies as a rollover
amount or contribution  under Section 402(c),  403(b)(8),  or 408(d)(3) or other
applicable provisions of the Code.

     You should make all checks or drafts  payable to Scudder  Horizon Plan. You
can also make a payment by requesting on the application that Scudder  Insurance
Agency of New York, Inc.  redeem shares in an existing  Scudder Fund Account and
apply the proceeds towards a Contract.

Allocating Payments

     You may allocate payments to one or more of the subaccounts, to the general
account,  or to both.  If you  allocate  any portion of a payment to the general
account,  then you must  specify  the  Declaration  Period(s)  to which  you are
allocating  those  funds.  You must  specify  the  payment  allocations  in your
application.   We  will   allocate  the  initial   payment   according  to  your
specifications, once we receive it at our home office.

     You must make all  allocations  in whole  percentages  and they must  total
100%.  If the  allocations  do not  total  100%,  then  we  will  recompute  the
allocations  proportionately  by dividing the percentage in each  subaccount you
selected,  by the sum of the percentages  you indicated.  We will apply this new
percentage to the payment.

The following example illustrates how we make this recomputation:

         Example
                                Indicated                     Actual
                                Allocation                    Allocation
         Subaccount#1               25%       25% / 105% =          24%
         subaccount#2               40%       40% / 105% =          38%
         Subaccount#3               40%       40% / 105% =          38%
                                  -----                            -----
                    Total         105%                             100%

We will  allocate  all  payments  at the time we credit  such  payments  to your
Contract.



<PAGE>


     We will allocate any additional payments you make to the subaccounts and/or
the  general  account in the same  proportion  as the initial  payment.  You may
change the allocation  percentages by sending us written notice. Once you make a
change in allocation,  we will allocate all future  payments in accordance  with
your new  allocation  percentages.  This will continue until you send us written
notice of any  changes.  However,  if you have  funds  deducted  from a checking
account under the  Automatic  Investment  Plan option,  then you must provide us
with written notice to change the allocation of future additional payments.

Transfers

     Before the Maturity Date, you may transfer  amounts among the  subaccounts,
between  the  subaccounts  and  the  general  account,   and  between  different
Declaration Periods in the general account.

     You may transfer amounts from the general account to any of the subaccounts
and to different  Declaration  Periods in the general account only at the end of
the  Declaration  Period to which you  allocated  that amount.  You may transfer
amounts from a subaccount  to the general  account at any time,  as long as that
transfer would not cause your Contract's  value in the general account to exceed
$250,000.

     We do not impose a charge for any transfers.  In the future, if you request
more than two  transfers  during a  Contract  Year,  we may deduct $20 from each
subaccount from which you transfer funds.

     You must  request a transfer by sending us written  notice or by  telephone
(if you have a currently valid telephone transfer request form on file with us).
We employ  reasonable  procedures to confirm that  instructions  communicated by
telephone are genuine. If we follow such procedures,  then we will not be liable
for any losses due to  unauthorized  or  fraudulent  instructions.  If we do not
follow those reasonable  procedures,  then we may be liable for such losses. The
procedures  we follow for telephone  transfers  include  confirming  the correct
name, the contract number and the personal code for each telephone transfer.



<PAGE>


     We will deem transfers  effective and determine  values in connection  with
transfers  at the end of the  Valuation  Period  during  which  we  receive  the
transfer request.

     Asset Rebalancing  Option.  You may select the Asset Rebalancing  Option if
you wish to maintain a particular  percentage  allocation among the subaccounts.
With Asset  Rebalancing,  we  automatically  reallocate the account value in the
subaccounts quarterly to your selected allocations.  Over a period of time, this
method of investing may help you buy low and sell high although  there can be no
assurance of this. This  investment  method does not assure profits and does not
protect against a loss in declining markets.

     To elect the Asset Rebalancing  Option,  the account value in your Contract
must be at least $2,500 and we must receive a completed Asset Rebalancing Option
form at our home office.  You must designate the  subaccounts and the percentage
allocations  that you want us to rebalance each quarter.  The  percentages  must
total 100%. If you elect the Asset  Rebalancing  Option,  then all the new money
you  direct  into the  subaccounts  will be  included  in the Asset  Rebalancing
Option.  You may not participate in Dollar Cost Averaging and Asset  Rebalancing
at the same time. The general account is not available for the Asset Rebalancing
Option.

   
     Selecting Asset  Rebalancing will result in the transfer of funds to one or
more of the subaccounts on the date you specify.  If you have  specified,  or we
receive the form on, the 29th, 30th or 31st, then we will consider the effective
date to be the  first  Valuation  Date  of the  following  month.  If you do not
specify a date or if we receive the request after your specified  date,  then we
will transfer funds on the date we receive the Asset Rebalancing Option form and
on the quarterly anniversary of the applicable date thereafter.  We will execute
the  rebalancing  and determine all values in connection with the rebalancing at
the end of the  Valuation  Date on which the transfers  occur.  If the effective
date is not a Valuation Date, then the transfer will occur on the next Valuation
Date.
    



<PAGE>


     You may terminate this option at any time by sending us written notice.  We
will  automatically  terminate this option if you request any transfers  outside
the  Asset  Rebalancing  program.  If you wish to resume  the Asset  Rebalancing
Option  after  it  has  been  canceled,  then  you  must  complete  a new  Asset
Rebalancing  Option  form and send it to our home  office.  We may  discontinue,
modify, or suspend the Asset Rebalancing Option at any time.

     Dollar Cost  Averaging.  Dollar Cost  Averaging is a  systematic  method of
investing by which you purchase  units in fixed dollar  amounts so that the cost
is averaged over time.  You may begin dollar cost averaging by authorizing us to
make  periodic   transfers  from  any  one  subaccount  to  one  or  more  other
subaccounts.  Amounts  transferred  will purchase units in those  subaccounts at
that  subaccount's  Unit Value as of the  Valuation  Date on which the  transfer
occurs.  Since the value of the units will vary,  the amounts  transferred  to a
subaccount  will  purchase more units when the Unit Value is low and fewer units
when the Unit Value is high. Similarly,  the amounts transferred to a subaccount
will  result in the  liquidation  of more  units  when the Unit Value is low and
fewer units when the Unit Value is high. Dollar Cost Averaging does not assure a
profit or protect against a loss in declining markets.

     You may elect Dollar Cost  Averaging if the account  value in your Contract
is at  least  $2,500  and you  send our home  office  a  completed  Dollar  Cost
Averaging  form.  You  must  designate  the  frequency  of  the  transfers,  the
expiration  date  for the  program,  the  subaccount  from  which  to  take  the
transfers, the subaccounts to receive the funds, and the allocation percentages.

     You may not  participate in Dollar Cost Averaging and Asset  Rebalancing at
the same  time.  The  general  account  is not  available  for the  Dollar  Cost
Averaging Option.



<PAGE>


     After we receive a completed  Dollar Cost Averaging  form, we will transfer
your  designated  amounts  from  the  subaccount  from  which  you  wish to make
transfers  to your chosen  subaccounts.  $50 is the minimum  amount that you may
transfer.  Each transfer  occurs on your specified  date. If you specify,  or we
receive the form on the 29th,  30th or 31st, then we will consider the effective
date to be the  first  Valuation  Date  of the  following  month.  If you do not
specify  a date,  then we will  transfer  the funds on the  monthly,  quarterly,
semiannual  or  annual  anniversary  (whichever  corresponds  to  your  selected
frequency) of the date that we received  your  completed  Dollar Cost  Averaging
form.  The amounts  transferred  will  receive the Unit Values for the  affected
subaccounts  at the end of the Valuation Date on which the transfers  occur.  If
the  anniversary  is not a Valuation  Date,  then the transfer will occur on the
next  Valuation  Date.  Dollar  Cost  Averaging  will  terminate  when  we  have
transferred the total amount  elected,  or when the value in the subaccount from
which  transfers  are made is  insufficient  to support the  requested  transfer
amount.

     You may  terminate  this  option at any time by sending us written  notice.
When we receive written notice that you want to terminate Dollar Cost Averaging,
then we will  stop  all  transfers,  unless  you  instruct  otherwise.  You must
complete a new Dollar Cost Averaging  option form and send it to our home office
if you wish to continue  Dollar Cost  Averaging  after the  expiration  date you
specified,  or the amount in the elected subaccount is depleted, or you canceled
the Dollar Cost Averaging option.

     We may discontinue,  modify, or suspend the Dollar Cost Averaging option at
any time.


Account Value

     On the Effective Date, your account value equals your initial  payment.  On
any other day, your account value equals:

         your account value from the previous Valuation Date

                    o    increased by:

                    (1)  any additional net payments we receive,

                    (2)  any  increase  in the  account  value  due to  positive
                         investment results of the subaccounts you selected, and


<PAGE>


                    (3)  any interest  earned on your account  value held in the
                         general account;

                    o    and reduced by:

                    (4)  any  decrease  in the  account  value  due to  negative
                         investment results of the subaccounts you selected,

                    (5)  a daily  charge  to cover  our  assumed  mortality  and
                         expense  risks  and  the  cost  of  administering   the
                         Contract, and

                    (6)  any amounts you withdrew from the Contract.

If we charge a records  maintenance  fee or transfer fee in the future,  we will
deduct those amounts from your account value.

     A Valuation  Period is the period between  successive  Valuation  Dates. It
begins at the close of business on each  Valuation Date and ends at the close of
business on the next  Valuation  Date. A Valuation Date is each day that the New
York Stock Exchange (NYSE) is open for business.

     You should  expect  your  account  value to change  between  the  Valuation
Periods to reflect the  investment  experience of the  subaccounts  in which you
invest,  any  interest  earned in the  general  account,  and the  deduction  of
charges. Your Contract stops accumulating value after the Maturity Date.

     Unit Value.  Each subaccount has a distinct value ("Unit Value").  When you
allocate a payment or transfer an amount to a subaccount,  we base the number of
units  you  purchase  on the  Unit  Value  of the  subaccount  at the end of the
Valuation  Period during which you make the allocation.  Units are redeemed in a
similar  manner when you transfer  amounts out of, or withdraw  amounts  from, a
subaccount.



<PAGE>


     For each  subaccount,  the Unit Value on a given Valuation Date is based on
the net asset  value of a share of the  corresponding  portfolio  in which  such
subaccount  invests.  Each Valuation Period has a single Unit Value that applies
to each day in the Valuation Period and which is calculated as of the end of the
Valuation  Period.  The Unit Value for each subsequent  Valuation  Period is the
Investment  Experience  Factor  (described  below)  for  that  Valuation  Period
multiplied by the Unit Value for the immediately preceding Valuation Period.

     Investment   Experience    FactorInvestment   Experience   FactorInvestment
Experience  Factor.  The Investment  Experience  Factor  measures a subaccount's
investment  performance  during a Valuation  Period.  An  Investment  Experience
Factor is calculated  separately  for each of the  subaccounts.  A  subaccount's
Investment  Experience  Factor for a Valuation Period equals (a) divided by (b),
minus (c), where:

     (a)  is (i) the value of the net assets held in the  subaccount  at the end
          of the Valuation Period, plus

          (ii) the investment  income and capital gains (realized or unrealized)
               credited  to  the  net  assets  of  that  subaccount  during  the
               Valuation Period for which we determine the Investment Experience
               Factor, minus

          (iii)the capital  losses  (realized  or  unrealized)  charged  against
               those assets during the Valuation Period, minus

          (iv) any amount charged against the subaccount for taxes or any amount
               that we set aside during the Valuation  Period as a provision for
               taxes  attributable  to the  operation  or  maintenance  of  that
               subaccount; and

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



<PAGE>


     (c)  is a charge to compensate us for certain  administrative  expenses and
          mortality  and  expense  risks that we assume in  connection  with the
          Contracts.

Contract Ownership

     You may  designate  a new  Owner or joint  owner  at any  time  during  the
annuitant's  life. If you name a joint owner, then we will presume the ownership
to be as joint tenants with right of survivorship, unless you otherwise specify.
If any Owner dies before the  annuitant and before the Maturity  Date,  then the
Owner's  rights will belong to the joint  owner,  if any,  or  otherwise  to the
beneficiary.  The  interest  of any Owner or joint  owner may be  subject to the
rights of any assignee.

   
     A new Owner or a joint owner may not be  designated  under a Contract  that
qualifies as an individual  retirement annuity under Section 408(b) of the Code.
An Owner's  designation  of a new Owner may be subject  to Federal  income  tax.
Please consult a qualified tax adviser before you designate a new Owner.
    

     You may designate a new Owner by sending us written notice. The change will
take  effect as of the date you sign the written  notice.  We will not be liable
for any  payment  made or other  action  taken  before we receive and record the
written notice.

Assignment of Contract

     Except in the case of a Contract that qualifies as an individual retirement
annuity  under  Section  408(b) of the Code,  you may assign all or a portion of
your right to receive annuity payments under the Contract or assign the Contract
as collateral security.



<PAGE>


     If you assign any portion of the right to receive  annuity  payments before
the Maturity Date, then the assignee is entitled to receive the assigned annuity
payments in a lump sum, as of the  Maturity  Date.  If you assign any portion of
the right to receive the assigned  annuity  payments,  after the Maturity  Date,
then the assignee will receive the assigned  annuity payments in accordance with
the annuity  income option in effect on the Maturity  Date. The assignee may not
select an annuity income option or change an existing annuity income option.

     For a Qualified  Contract,  certain  assignments  may adversely  affect the
qualification  for  special  Federal  income  tax  treatment  of the  underlying
retirement plan or individual  retirement account. We urge potential  purchasers
of Qualified Contracts to consult their tax advisers.

     If you assign the right to receive annuity  payments or assign the Contract
as collateral  security,  then your rights and those of any beneficiary  will be
subject  to the  assignment.  We are not  responsible  for the  adequacy  of any
assignment and will not be bound by the assignment until we receive satisfactory
written evidence of the assignment. In certain circumstances, an assignment will
be subject to Federal income tax.

                              Access to Your Money

Full and Partial Surrenders

     At any time before the Maturity  Date,  you may fully or partial  surrender
the Contract,  subject to certain conditions. If you surrender the Contract, you
will receive the full account value.

     We do not deduct surrender  charges from full or partial  surrenders of the
Contract.

     The minimum  amount of a partial  surrender is $500. The Contract must have
an account  value of at least $2,500 after the partial  surrender.  If we should
increase  minimum  initial payment to $5,000,  then Contracts  issued after that
date  will be  required  to have an  account  value of at least  $5,000  after a
partial surrender.

     Your partial  surrender  request must specify the amount you want withdrawn
from each of the subaccounts  and/or the general account.  If you withdraw value
from the general account,  we will deduct the requested  amount  proportionately
from  each  Declaration  Period  on  a  first-in,  first-out  basis  within  the
Declaration Period(s).


<PAGE>


     You must provide us with specific instructions about how we should withdraw
value from the subaccounts and/or the general account.

     To make a partial  surrender,  you should send us a written request or call
us, if you have a valid telephone transfer request form on file with us. You may
make a full  surrender only by sending us a written  request.  We will calculate
the account value  payable to you upon a full or partial  surrender at the price
next computed after we receive your surrender request.

     If,  when you make a  surrender  request,  you have not  provided us with a
written  election,  not to have Federal income taxes withheld,  then we, by law,
must withhold taxes from the taxable portion of the surrender. A Federal penalty
tax may be assessed.

     Systematic Withdrawals. We offer an option under which you may take partial
surrenders of the Contract by systematic  withdrawals.  You may elect to receive
systematic  withdrawals  before the  Maturity  Date by  sending  us a  completed
Systematic  Withdrawal form at our home office that includes the written consent
of any assignee or  irrevocable  beneficiary.  You may designate the  systematic
withdrawal  amount as either a percentage of the account value or as a specified
dollar amount.  You may designate that  systematic  withdrawals be made monthly,
quarterly, semiannually, or annually on a specific date. If you do not specify a
date,  then the systematic  withdrawal  option will begin on the date we receive
the form. We will consider the effective date to be the first  Valuation Date of
the following  month if we receive the form on the 29th,  30th or 31st or if you
specify one of those dates.

     Each systematic withdrawal must be at least $250. The systematic withdrawal
option will terminate if the amount to be withdrawn exceeds the account value or
would  cause  the  account  value  to be below  $2,500.  If any  portion  of the
systematic  withdrawal is to be withdrawn from the general account, then we will
deduct the requested amount  proportionately  from each Declaration  Period on a
first-in, first-out basis within the Declaration Period(s).



<PAGE>


     Each systematic  withdrawal  will occur at the end of the Valuation  Period
during which you scheduled a  withdrawal.  We deduct the  systematic  withdrawal
from your account value in the subaccounts and/or the general account, according
to your specifications.

     You may terminate this option at any time by sending us written notice.  We
will  terminate this option if the amount to be withdrawn has caused the account
value to be below $2,500. If you wish to resume systematic withdrawals, then you
must  send us a new  Systematic  Withdrawal  form  at our  home  office.  We may
discontinue,  modify,  or suspend the systematic  withdrawal option at any time.
You should carefully  consider the tax consequences of a systematic  withdrawal,
including a 10% penalty  tax imposed on  withdrawals  made before you attain age
592.

Annuity Payments

     If the  annuitant  is living on the  Maturity  Date and the  Contract is in
force,  then we will make fixed annuity payments to you under the annuity income
option you select.  We will make the first  annuity  payment  within  seven days
after the Maturity Date.

     The amount of the periodic annuity payments you receive depends upon:

     (i)  the account value you have accumulated on the Maturity Date,

     (ii) the  annuitant's age and sex (or, in the case of Annuity Income Option
          2, the age and sex of the  annuitant  and the joint  annuitant) on the
          Maturity Date, and

     (iii) the annuity income option you selected.

     On the  Maturity  Date,  we  determine  the dollar  amount of each  annuity
payment. That amount is fixed and will not change.



<PAGE>


     After  the  Maturity  Date,  the  Contract  no longer  participates  in the
Variable Account.  If, at the time of an annuity payment,  you have not provided
us with a written  election not to withhold  Federal  income taxes,  then we, by
law, must withhold such taxes from the taxable portion of such Annuity  payment.
In  addition,  the Code  provides  that a Federal  penalty tax may be imposed on
certain premature annuity payments.

     We  determine  the amount of the monthly  annuity  payments  under  annuity
income  options 1, 2, and 3, described  below,  by dividing the account value on
the Maturity Date by 1,000 and multiplying the result by the appropriate  factor
contained in your Contract on the table for your selected annuity income option.
The appropriate  factor is based on a guaranteed minimum annual interest rate of
3.5%.  We  determine  this  factor at the time of  maturity,  subject to current
market conditions.

Annuity Income Options

     At any time before the Maturity  Date, you may designate the annuity income
option under which we will pay annuity payments. If you do not select an annuity
income option by the Maturity Date, then we will make monthly  annuity  payments
to you under annuity income option 1.

     If the  account  value is less  than  $2,000  or if it is  insufficient  to
produce monthly payments of at least $20, then no annuity income options will be
available  unless we consent.  In such cases, we will pay the account value in a
lump sum.

     We may offer other  annuity  income  options on the Maturity  Date. We will
provide you with  information  concerning  the  availability  of any  additional
annuity income options before the time that you have to select an annuity income
option.

     We currently offer the following annuity income options:

     Option 1.  Life  Annuity  with  Installment  Refund - We will make  monthly
     annuity payments to you for the longer of:

     (i)  the annuitant's life; or


<PAGE>


     (ii) until the sum of the monthly annuity payments equals the account value
          on the Maturity Date.

If the Owner dies before the sum of the monthly annuity  payments we paid equals
the account value on the Maturity Date,  then we will pay the remaining  annuity
payments to your designated beneficiary.

     Option 2. Joint and Survivor Life Annuity with Installment Refund - We will
     make monthly annuity payments to you for the longer of:

     (i)  either the annuitant's or the joint annuitant's life; or

     (ii) until the sum of the monthly annuity  payments made under the Contract
          equals the account value on the Maturity Date.

If all Owners die before the sum of the monthly annuity  payments we paid equals
the account value on the Maturity Date,  then we will pay the remaining  annuity
payments to your designated beneficiary.

If you  select  annuity  income  option  2,  then  you  must  designate  a joint
annuitant.  We will use the joint  annuitant's life to determine the duration of
annuity  payments  under  annuity  income  option 2. The age and sex of both the
annuitant and the joint  annuitant  determine the amount of the monthly  annuity
payments  under annuity  income option 2. At any time before the Maturity  Date,
you may select a different joint annuitant by sending us written notice. You may
not select a new joint annuitant after the Maturity Date.



<PAGE>


     Option 3.  Installments for Life - We will make monthly annuity payments to
     you for as long as the annuitant lives. Payments under this option will end
     with the last payment made before the annuitant's  death. Under this option
     it is  possible  that you will  receive  only one  annuity  payment  if the
     annuitant died before the date of the second payment, two if he or she dies
     before the third annuity payment date, etc.

     For a Contract qualifying as an individual retirement annuity under Section
408(b) of the Code,  you may not select an annuity  income  option with a Period
Certain that will guarantee  annuity  payments beyond the  annuitant's  life (or
life expectancy).

Maturity Date

     The Maturity  Date is the date on which  annuity  payments  begin.  You may
specify the Maturity Date in your application.  You may change the Maturity Date
at any time during the  annuitant's  life by sending us a written request before
the currently scheduled Maturity Date.

     The Maturity Date must be a Contract Anniversary that is not later than:

     (i) the Contract Anniversary nearest the annuitant's 80th birthday; or

     (ii) ten years from the next Contract Anniversary, whichever is later.

If you do not specify a Maturity Date,  then the Maturity Date will be the later
of: (a) the 10th Contract  Anniversary;  or (b) the Contract Anniversary nearest
the annuitant's 80th birthday.

     For a Qualified  Contract,  other than an IRA that satisfied Section 408(b)
of the Code,  the  selection  of certain  Maturity  Dates may  adversely  affect
qualifying  the  underlying  retirement  plan for  special  Federal  income  tax
treatment.  We urge potential  purchasers of such Qualified Contracts to consult
their tax advisers.

     For a Qualified  Contract that is an IRA under Section  408(b) of the Code,
other than a Roth IRA, the minimum required  distribution  must be no later than
April 1 of the calendar year  following the calendar year in which the annuitant
attains age 702.


<PAGE>



Death Benefit

   
     If the annuitant dies before the Maturity  Date,  then we will pay you, the
Owner,  a death  benefit as  specified  in the  Contract.  We do not pay a death
benefit if the annuitant dies on or after the Maturity Date.
    

     If the annuitant dies before the Maturity Date, then we will pay you a lump
sum death benefit equal to the greater of:

     (i)  the account value; of

     (ii) the  sum of the  payments  you  made,  minus  the  sum of any  partial
          surrenders.

     If the Owner is a natural person,  then the Owner may elect to continue the
Contract and become the annuitant if the deceased annuitant was not an Owner. We
calculate the amount of the death  benefit at the price next  computed  after we
receive Proof of Death for the  annuitant.  We will pay you within seven days of
receiving the Proof of Death,  or as soon as we have  sufficient  information to
make the payment.  If the deceased  annuitant was an Owner,  then we will in all
events  pay the Death  Benefit  within  five  years of the date of the  deceased
annuitant's death.

Beneficiary Provisions

     If the beneficiary survives the Owner(s), then the beneficiary will receive
amounts payable under the Contract.  If you do not specify a beneficiary,  or if
no  beneficiary  survives  you by 30 days,  then your  estate  will  receive any
remaining amounts payable under the Contract.



<PAGE>


     While  the  annuitant  is  living,   you  may  change  the  beneficiary  or
beneficiaries by sending us written notice.  Once we receive the notice, we will
initiate the change as of the date you signed the written notice. We will not be
liable for any payment  made or other  action taken before we receive and record
such written notice at our home office. A beneficiary  named irrevocably may not
be changed  without  written  consent  of such  beneficiary.  Any  beneficiary's
interest is subject to the rights of any assignee. 

Death of Owner

     For a Nonqualified  Contract in which any owner is a natural person, is not
the  annuitant,  and dies before the  Maturity  Date and before the  annuitant's
death, the death benefit provisions described above do not apply.

     In such circumstances,  we will pay to the joint owner the account value in
a lump sum no later than five years  following the date of the Owner's death. If
there is no joint owner,  then we will pay the  beneficiary.  We  calculate  the
account value at the price next  computed  after we receive the Owner's Proof of
Death.  If the joint owner or the beneficiary is the Owner's  surviving  spouse,
then he or she may  elect  to  continue  the  Contract  as if he or she were the
original Owner.

Employment-Related Benefit Plans

     In 1983, the Supreme Court held in, Arizona Governing  Committee v. Norris,
that  optional   annuity   payments   provided  under  an  employer's   deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women on the basis of sex. This Contract  contains  annuity
payment rates for certain  annuity income options that  distinguish  between men
and women. Accordingly, employers and employee organizations should consider, in
consultation with legal counsel,  the impact of Norris, and Title VII generally,
on any  employment-related  insurance  or  benefit  program  for which  they may
purchase a Contract.

                             Charges and Deductions

     We do not deduct  commissions  or sales charges from your payments when you
invest  in the  Contract.  Nor do we not take  surrender  charges  upon  full or
partial surrender of the Contract.  We pay distribution  expenses out of our own
funds.



<PAGE>


     We will deduct certain  charges and  deductions  from your account value to
compensate  us for  providing the annuity  payments,  assuming  certain risks in
connection with the Contract, and administering the Contract.

     If there are  profits  from the fees and charges  that we deduct  under the
Contract,  including but not limited to mortality and expense risk charges, then
we may use such profits to finance the distribution of the Contracts.

Mortality and Expense Risk Charge

     We deduct a daily charge from your Contract's  value in the subaccounts for
certain  mortality  and  expense  risks in  connection  with the  Contracts.  We
currently  charge  a daily  rate of  .000010997  of the  value  you have in each
subaccount.  That charge  corresponds  to an annual rate of .40%. We reserve the
right to increase the  Mortality  and Expense  Risk Charge to .70%.  That charge
corresponds  to a  daily  rate of  .000019245,  the  maximum  set  forth  in the
Contract.

     The mortality  and expense risk charge only applies  during the period from
the Effective  Date to the Maturity Date and is not imposed  against the general
account.  The Investment  Experience  Factor for each  subaccount  reflects this
charge.

         Changes in actual mortality  experience or actual expense do not affect
the  account  value or annuity  payments.  The  mortality  risks  arise from the
contractual  obligations  to pay death  benefit  before the Maturity Date and to
make  annuity  payments  for the  annuitant's  entire  life (or,  in the case of
annuity  income  option  2,  the  entire  life of the  annuitant  and the  joint
annuitant).  Thus, we assure you that neither the annuitant's  longevity (or, in
the case of annuity income option 2, the annuitant's  and the joint  annuitant's
longevity)  nor a greater than expected  improvement  in life  expectancy,  will
adversely affect the annuity payments. This eliminates the risk of outliving the
funds accumulated for retirement in instances in which the Contract is purchased
to provide funds for retirement.



<PAGE>


     The  expense  risk  is the  risk  that  the  actual  expenses  involved  in
administering   the   Contracts,    including   Contract    maintenance   costs,
administrative  costs,  mailing costs, data processing costs, and costs of other
services may exceed the amount recovered from any administrative charges.

Contract Administration Charge

     The Contract's  administrative  expenses include  processing  applications,
Contract changes, tax reporting, full and partial surrenders,  death claims, and
initial and subsequent  payments;  preparing  annual and  semiannual  reports to
Owners and regulatory compliance reports; and overhead costs.

     We deduct a daily charge from your Contract's  value in the subaccounts for
the  administrative  expenses we incur in  connection  with the Contract and the
Variable  Account.  We  charge a daily  rate of  .000008248  of the value of net
assets you have in each subaccount. This charge corresponds to an annual rate of
 .30%. The Contract Administration Charge only applies during the period from the
Effective  Date to the  Maturity  Date and is not  imposed  against  the general
account.  The Investment  Experience  Factor for each  subaccount  reflects this
charge.

Records Maintenance Charge

     Currently,  we do not charge for records maintenance.  The Contract permits
us to deduct a maximum  amount of $40 from your account value at the end of each
Contract  Year to reflect the cost of  performing  records  maintenance  for the
Contracts.  If we imposed this charge,  then we would deduct it  proportionately
from  each  subaccount  and each of the  Declaration  Period(s)  in the  general
account (on a first-in, first-out basis within each Declaration Period) in which
you have allocated funds. If we deducted a Records  Maintenance  Charge, then it
would apply only during the period from the Effective Date to the Maturity Date.
If you surrender the Contract  during a Contract Year, then we would not prorate
it.



<PAGE>


Premium Taxes

     Under New York law, we  currently  do not pay a premium  tax.  The Contract
permits us to deduct any  applicable  premium  taxes with  respect to any future
payments.

Other Taxes

     We currently do not charge the Variable Account for any Federal,  state, or
local taxes other than premium  taxes.  If we decide to impose any such taxes on
the  Variable  Account,  then we may deduct  such taxes  from  amounts  you have
invested in the Variable Account.

Transfer Charges

     We do not charge for transfers  among  subaccounts.  However,  the Contract
permits  us to deduct $20 from each  subaccount  for each  transfer  you make in
excess of two in a Contract Year.

     We do not consider the following to be transfers:  (i) initial  allocations
of payments, (ii) reallocations among the Declaration Periods within the general
account,  or (iii)  reallocations from the general account to any subaccounts at
the end of a Declaration Period.

     We treat all transfer requests,  made at the same time, as one request.  We
may impose the transfer charge at any time.

Portfolio Charges

   
     The portfolios deduct investment  charges from amounts you have invested in
the portfolios.  These charges range from 0.44% to 1.72% annually,  depending on
the portfolio. For more information, see the Fund's prospectus.
    

<PAGE>

Certain Federal Income Tax Consequences


     The  discussion  set forth below is included  for  general  purposes  only.
Before  making any  payment,  you should  consult  your own tax adviser with any
questions regarding your own situation.

     The  following  is  provided  as  general  information.  It is based on our
understanding of current Federal income tax laws and no  representation  is made
as to the  likelihood  that such laws, or their  interpretation  by the Internal
Revenue Service (IRS) will continue. The following is not intended as tax advice
to any individual or Qualified Plan.

     The  SAI  contains  additional   information  regarding  the  possible  tax
consequences of exchanges or surrenders.

Tax Status of the Contract

     If  you  invest  in a  variable  annuity  as  part  of a  pension  plan  or
employer-sponsored  retirement  program,  your  contract  is called a  Qualified
Contract.  If your annuity is  independent  of any formal  retirement or pension
plan,  it is  termed  a  Nonqualified  Contract.  The tax  rules  applicable  to
Qualified  Contracts vary according to the type of retirement plan and the terms
and conditions of the plan.

Taxation of Nonqualified Contracts

     Diversification  Requirements.  The Code requires that the  investments  of
each subaccount of the separate account  underlying the contracts be "adequately
diversified"  in order for the contracts to be treated as annuity  contracts for
Federal income tax purposes.  We intend that the Variable  Account,  through the
Fund and its portfolios, will satisfy these diversification requirements.



<PAGE>


     Owner  Control.  In  certain  circumstances,  owners  of  variable  annuity
contracts have been  considered for Federal income tax purposes to be the owners
of the assets of the separate  account  supporting  their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently  taxed on income and gains  attributable
to the Variable Account assets.  There is little guidance in this area, and some
features  of the  Contract,  such as the  flexibility  of an owner  to  allocate
premium  payments and transfer  amounts  among the  investment  divisions of the
separate account, have not been explicitly addressed in published rulings. While
we believe  that the  Contract  does not give an Owner  investment  control over
separate  account  assets,  we  reserve  the right to  modify  the  Contract  as
necessary  to prevent an Owner from being  treated as the owner of the  separate
account assets supporting the Contract.

     Required  Distributions.  In order to be treated as an annuity contract for
Federal income tax purposes, section 72(s) of the Code requires any Nonqualified
contract  to contain  certain  provisions  specifying  how your  interest in the
Contract  will be  distributed  in the  event of the  death  of a holder  of the
Contract.  The Nonqualified  Contracts  contain  provisions that are intended to
comply with these Code requirements,  although no regulations interpreting these
requirements  have yet been  issued.  We intend to review  such  provisions  and
modify  them if  necessary  to  assure  that  they  comply  with the  applicable
requirements when such requirements are clarified by regulation or otherwise.

     Non-Natural  Person.  If a  non-natural  person (e.g.,  a corporation  or a
trust) owns a Nonqualified  Contract,  the taxpayer  generally must include,  in
income, any increase in the excess of the accumulation value over the investment
in the Contract  (generally,  the premiums or other  consideration  paid for the
Contract)  during the taxable year. There are some exceptions to this rule and a
prospective  owner that is not a natural  person should discuss these with a tax
adviser.

     The following  discussion  generally  applies to Contracts owned by natural
persons.



<PAGE>


     Withdrawals.  When a withdrawal from a Nonqualified  Contract  occurs,  the
amount  received  will be treated as  ordinary  income,  subject to tax up to an
amount equal to the excess (if any) of the accumulation value immediately before
the distribution  over the Owner's  investment in the Contract  (generally,  the
premiums or other  consideration  paid for the  Contract,  reduced by any amount
previously  distributed  from the Contract  that was not subject to tax) at that
time.  In the case of a  surrender  under a  Nonqualified  Contract,  the amount
received  generally  will be taxable  only to the extent it exceeds  the Owner's
investment in the Contract.

     Penalty Tax on Certain  Withdrawals.  In the case of a distribution  from a
Nonqualified  Contract,  there may be imposed a Federal tax penalty equal to ten
percent  of the  amount  treated as income.  In  general,  however,  there is no
penalty on distributions:

         o    made on or after the taxpayer reaches age 592;
         o    made on or after the death of an Owner;
         o    attributable to the taxpayer's becoming disabled; or
         o    made as part  of a  series  of  substantially  equal  periodic
              payments for the life (or life expectancy) of the taxpayer.

     Other exceptions may be applicable under certain  circumstances and special
rules may be applicable in connection with the exceptions  enumerated above. You
should consult a tax adviser with regard to exceptions from the penalty tax.

     Annuity  Payments.  Although  tax  consequences  may vary  depending on the
payout  option  elected  under an annuity  contract,  a portion of each  annuity
payment is generally  not taxed and the  remainder is taxed as ordinary  income.
The  non-taxable  portion of an annuity  payment is  generally  determined  in a
manner that is designed to allow you to recover your  investment in the Contract
ratably on a tax-free  basis over the expected  stream of annuity  payments,  as
determined when annuity payments start. Once your investment in the Contract has
been  fully  recovered,  however,  the full  amount of each  annuity  payment is
subject to tax as ordinary income.

     Taxation of Death Benefit  Proceeds.  Amounts may be  distributed  from the
Contract  because of your death or the death of the Annuitant.  Generally,  such
amounts  are  includible  in the  income of the  recipient  as  follows:  (i) if
distributed  in a lump sum,  they are taxed in the same manner as a surrender of
the contract,  or (ii) if distributed  under a payout option,  they are taxed in
the same way as annuity payments.



<PAGE>


     Transfers, Assignments or Exchanges of a Contract. A transfer or assignment
of ownership of a Contract,  the  designation of an annuitant,  the selection of
certain  maturity dates, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed  herein.  An owner  contemplating any
such  transfer,  assignment or exchange,  should consult a tax advisor as to the
tax consequences.

     Withholding. Annuity distributions are generally subject to withholding for
the recipient's  Federal income tax liability.  Recipients can generally  elect,
however, not to have tax withheld from distributions.

     Multiple  Contracts.  All annuity  contracts  that are issued by us (or our
affiliates)  to the same  owner  during  any  calendar  year are  treated as one
annuity  contract  for purposes of  determining  the amount  includible  in such
owner's income when a taxable distribution occurs.

Taxation of Qualified Contracts

     Your rights  under a Qualified  Contract may be subject to the terms of the
retirement  plan  itself,  regardless  of the terms of the  qualified  contract.
Adverse tax  consequences  may result if you do not ensure  that  contributions,
distributions  and other  transactions  with respect to the contract comply with
the law.

     Individual  Retirement  Accounts (IRAs), as defined in Sections 219 and 408
of the Code, permit individuals to make annual contributions of up to the lesser
of $2,000 or 100% of their  adjusted  gross  income.  The  contributions  may be
deductible  in  whole  or  in  part,   depending  on  the  individual's  income.
Distributions  from certain  pension plans may be "rolled over" into an IRA on a
tax-deferred  basis without  regard to these  limits.  Amounts in the IRA (other
than nondeductible contributions) are taxed when distributed from the IRA. A 10%
penalty tax generally  applies to distributions  made before age 59-1/2,  unless
certain exceptions apply.



<PAGE>


     Corporate pension and profit-sharing plans under Section 401(a) of the Code
allow  corporate  employers to establish  various types of retirement  plans for
employees,  and  self-employed  individuals  to  establish  qualified  plans for
themselves and their employees. Adverse tax consequences to the retirement plan,
the  participant  or both may  result  if the  Contract  is  transferred  to any
individual as a means to provide benefit payments, unless the plan complies with
all the  requirements  applicable to such  benefits  prior to  transferring  the
Contract.

     Other Tax Issues.  Qualified Contracts have minimum distribution rules that
govern  the  timing  and  amount  of  distributions.  You  should  refer to your
retirement  plan,  adoption  agreement,  or  consult  a  tax  advisor  for  more
information about these distribution rules.

     Distributions from Qualified Contracts generally are subject to withholding
for the  Owner's  Federal  income tax  liability.  The  withholding  rate varies
according to the type of distribution and the Owner's tax status. The Owner will
be  provided  the   opportunity  to  elect  not  to  have  taxes  withheld  from
distributions.

     "Eligible rollover  distributions" from section 401(a) plans are subject to
a  mandatory  Federal  income  tax  withholding  of 20%.  An  eligible  rollover
distribution is the taxable portion of any distribution from such a plan, except
certain   distributions   such  as   distributions   required  by  the  Code  or
distributions  in a specified  annuity form. The 20% withholding does not apply,
however,  if the  Owner  chooses a "direct  rollover"  from the plan to  another
tax-qualified plan or IRA.

Our Income Taxes

     At the  present  time,  we make no charge for any  Federal,  state or local
taxes  (other than the charge for state and local  premium  taxes) that we incur
that may be attributable  to the  subaccounts of the Variable  Account or to the
Contracts. We do have the right in the future to make additional charges for any
such tax or other economic burden resulting from the application of the tax laws
that we determine is  attributable  to the investment  divisions of the separate
account or the contracts.



<PAGE>


Possible Tax Law Changes

     Although the  likelihood  of  legislative  changes is  uncertain,  there is
always the  possibility  that the tax treatment of the Contract  could change by
legislation  or  otherwise.  Consult a tax adviser with  respect to  legislative
developments and their effect on the Contract.

     We have the right to modify the Contract in response to legislative changes
that could otherwise  diminish the favorable tax treatment that annuity contract
owners currently receive.  We make no guarantee  regarding the tax status of any
contact and do not intend the above discussion as tax advice.

                          General Provisions

The Contract

     The  Contract,  its  endorsements,  riders,  and the  Contract  application
constitute  the entire  contract  between  Intramerica  and the Owner.  Only the
President,  a Vice  President,  or the Secretary of Intramerica is authorized to
change or waive the terms of a Contract. Any change or waiver must be in writing
and signed by one of those persons.

Delay of Payment and Transfers

     We will pay any amount due from the Variable  Account for a full or partial
surrender,  the  death  benefit,  or the  death of the  owner of a  Nonqualified
Contract,  generally  within seven days from the date we receive written notice.
We may be permitted to defer such payment, and transfers, if:

     o    the NYSE is closed for other  than  usual  weekends  or  holidays,  or
          trading on the Exchange is otherwise restricted;

     o    an  emergency  exists as defined by the SEC or the SEC  requires  that
          trading be restricted; or 

     o    the SEC permits a delay for the protection of Owners.


<PAGE>



     We anticipate  that payments and  transfers  from the general  account will
occur within seven business days after receipt of written notice. We reserve the
right to  defer  payments  to be made  from the  general  account  for up to six
months.

     We may  postpone  any  payment  that is derived,  all or in part,  from any
amount paid to us by check or draft until we determine that such  instrument has
been honored.

Contract Expiration

     The  Contract  will expire and be of no effect  when the  account  value is
insufficient to cover deductions for the mortality and expense risk charge,  the
contract  administration  charge,  any records  maintenance  charge, or transfer
charges.

Misstatement of Age or Sex

     If the annuitant's age or sex (and/or the joint  annuitant's age or sex, if
annuity income option 2 is selected) has been misstated on the application, then
we will recalculate the annuity payments to reflect the calculations  that would
have been made had the annuitant's  (and/or joint  annuitant's) age and sex been
correctly  stated.  If we underpay or overpay the annuity  benefit  because of a
misstatement,  then we will add or subtract that amount, with interest at 6% per
year, from the current or next succeeding payment.

Nonparticipating Contract

     The Contract does not  participate in our divisible  surplus.  The Contract
does not pay dividends.



<PAGE>


Notices and Inquiries

         Please send any written notice or request to:

   
                  Scudder Horizon Plan
                  Customer Service Center 
                  8301 Maryland Ave.
                  St. Louis, MO 63105
    

     Any notice or request  must be on the form and contain the  information  we
require. This includes the Contract number and your full name and signature. Any
notice  that we send you will be sent to the  address  shown in the  application
unless we have on file a written  notice of an  address  change.  All  inquiries
should  include  your  Contract  number  and full name.  If you need  additional
information, you may call us at (800) 833-0194.

Records and Reports

     At the end of each calendar  quarter,  Allstate,  or its  designee,  on our
behalf, will send you, at your last known address of record,  statements listing
the account value, additional payments,  transfers, any charges, and any partial
surrenders  made  during the year.  You will also be sent the Fund's  annual and
semiannual reports.



<PAGE>

Year 2000 Disclosure

   
     Like all financial services providers, Intramerica, Allstate and Allstate's
affiliates  (we) are heavily  dependent  upon complex  computer  systems for all
phases   of  our   operations,   including   customer   service   and   contract
administration.  Since many of our older computer  software  programs  recognize
only the last two  digits of the year in any  date,  some  software  may fail to
operate  properly in or after the year 1999,  if  software is not  reprogrammed,
remediated  or  replaced  ("Year  2000  Issue").  We  believe  that  many of our
counterparties and suppliers also have Year 2000 Issues that could affect us. In
1995,  Allstate commenced a plan intended to mitigate and/or prevent the adverse
effects of Year 2000 Issues.  These  strategies  include normal  development and
enhancement of new and existing  systems,  upgrades to operating systems already
covered by maintenance  agreements and modifications to existing systems to make
them Year 2000  compliant.  The plan also includes us actively  working with our
major external  counterparties  and suppliers to assess their compliance efforts
and our exposure to them.  Allstate is  currently in the process of  identifying
key processes  and  developing  contingency  plans in the event that the systems
supporting  its key  processes  are not Year 2000  compliant at the end of 1999.
Management  believes  these  contingency  plans should be completed by mid-1999.
Until these plans are complete, management is unable to determine an estimate of
the most  reasonably  possible worst case scenario due to issues relating to the
Year 2000.  We  presently  believe that we will resolve the Year 2000 Issue in a
timely manner,  and the financial impact will not materially  affect the results
of our operations,  liquidity or financial position.  Allstate's Year 2000 costs
are and will be expensed as incurred.
    


<PAGE>

                          Services Agreement

     On September 2, 1998, we entered into an administrative  services agreement
("Services  Agreement")  with  Allstate-NY  under  which  Allstate-NY,   or  its
designee,  provides the administrative services in connection with the Contracts
and the Variable Account on our behalf.  Included among the services are premium
payment processing, all transfer, withdrawal or surrender requests,  preparation
of records  (including  records of all purchases and redemption of the shares of
each portfolio) and reports  relating to the Variable Account and the Contracts.
In addition  Allstate is  responsible  for payment of all expenses in connection
with the Contract and Separate  Account.  Allstate's  principal address is: 3100
Sanders Road, Northbrook, Illinois 60062.

     At this time you should continue to use the addresses and phone numbers set
forth in this prospectus.

                          Distribution of the Contract

     The principal  underwriter of the Contracts is CNL. CNL is  wholly-owned by
Allstate. CNL is registered with the SEC as a broker-dealer under the Securities
Exchange  Act of 1934,  as  amended  (the  "1934  Act"),  and is a member of the
National Association of Securities Dealers, Inc. The principal address of CNL is
8301 Maryland Avenue, St. Louis, Missouri 63105.

     For its services as principal underwriter,  we pay CNL, on a monthly basis,
 .50% of new and additional payments for the Contracts. We have also entered into
a general expense reimbursement  agreement with CNL for expenses incurred by CNL
in  connection  with  distribution  expenses  relating  to the  offering  of the
Contracts and other variable annuity and variable life insurance  contracts that
we issue.  We paid  commissions  to CNL for the sale of the  Contracts  totaling
$23,686 in 1998, $24,106 in 1997, and $17,844 in 1996.

     CNL has contracted with Scudder  Investor  Services,  Inc.  ("Scudder") for
Scudder's services in connection with the distribution of the Contracts. Scudder
is registered with the SEC as a broker-dealer under the 1934 Act and is a member
of the National  Association of Securities Dealers,  Inc.  Individuals  directly
involved in the sale of the Contracts are registered  representatives of Scudder
and our licensed  agents.  The principal  address of Scudder is 345 Park Avenue,
New York, New York 10154.

     CNL is doing business under the name, CNL Insurance Marketing, Inc., in New
Jersey.

     The Contracts will be offered to the public on a continuous basis. Both CNL
and Scudder reserve the right to discontinue the offering at any time.

<PAGE>

                               The General Account

     Payments you allocate or transfer to the general account become part of our
general account assets that support our annuity and insurance  obligations.  The
general account  includes all of our assets,  except those assets  segregated in
separate accounts.  According to the coinsurance agreement executed on September
2, 1998, between Intramerica and Allstate-NY,  the assets of the general account
attributable to the Contracts were  transferred to  Allstate-NY.  This agreement
makes it  Allstate-NY's  responsibility  to invest  the  assets  of the  general
account, subject to applicable law.

     Because of exemptive and exclusionary  provisions in the Federal securities
laws,  we have  not  registered  interests  in the  general  account  under  the
Securities  Act of 1933  (the  "1933  Act"),  and  the  general  account  is not
registered as an investment company under the 1940 Act. Accordingly, neither the
general  account nor any interest  therein is subject to the  provisions of such
statutes,  and,  as a  result,  the  staff  of the  SEC  has  not  reviewed  the
disclosures  in  this  prospectus  relating  to the  general  account.  However,
disclosures  about the  general  account  may be subject  to  certain  generally
applicable  provisions of the Federal  securities  laws relating to the accuracy
and completeness of statements made in prospectuses.

     We  guarantee  that we will credit  interest to amounts you allocate to the
general account at an effective annual rate of at least 3.5% compounded monthly.
We may declare  higher  interest rates from time to time at our  discretion.  We
will credit the declared  interest rate for a specific period of time,  called a
Declaration  Period. A Declaration Period will not be less than one year or more
than 3 years. You may elect one or more Declaration  Periods  currently  offered
when you  allocate or transfer  funds to the general  account.  At any one time,
your  money held in a  Declaration  Period  may be  earning  different  declared
interest rates, if you allocated funds to that  Declaration  Period at different
times.

     We cannot accept  allocations  to the general  account that would  increase
your Contract's value in the general account to over $250,000. We guarantee that
the value held in the general  account will equal all amounts that you allocated
or  transferred to the general  account,  plus any interest  credited,  less any
amounts that you surrendered or transferred from the general  account,  and less
any applicable charges. Amounts you allocate to the general account do not share
in the investment experience of the general account.

     You may not  allocate  or  transfer  an amount  from or within the  general
account  to the  general  account  before the end of that  amount's  Declaration
Period.  We  will  send  notice  to you  30  days  before  the  expiration  of a
Declaration  Period and ask you how to  reallocate  the amounts in the  expiring
Declaration Period. If we do not receive your instructions before the end of the
Declaration Period, then we will transfer your value in the expiring Declaration
Period to the Money Market Subaccount.



<PAGE>

                               Voting Rights

     We will vote the Fund's shares held in the Variable  Account at regular and
special  shareholder  meetings of the Fund in accordance  with  instructions  we
received  from  persons  having  voting  interests  in  the  subaccounts.  If we
determine  that the law  permits us to vote the Fund's  shares in our own right,
then we may elect to do so.

     We will separately calculate the number of votes that you have the right to
instruct for each  subaccount.  We will  determine  the number of votes for each
subaccount,  that you have the right to instruct,  by dividing  your  Contract's
value in a  subaccount  by the net asset  value  per share of the  corresponding
portfolio in which the  subaccount  invests.  We count  fractional  shares.  The
number of votes of a  portfolio,  that you have the right to  instruct,  will be
determined as of the date coincident  with the date  established by the Fund for
determining  shareholders  eligible to vote at the  meeting of the Fund.  Voting
instructions will be solicited by written  communications before that meeting in
accordance with procedures established by the Fund.

     We will  vote  the  Fund's  shares,  for  which  we do not  receive  timely
instructions,  in proportion to the voting instructions which we receive for all
of the variable  annuity  contracts  (including the Contracts) that we issue and
are  participating in that portfolio.  We will also vote our shares that are not
attributable to variable annuity contracts in the same proportion.

     Separate  accounts  of  other  insurance  companies,   including  insurance
companies  affiliated  with us, may also invest  premiums for variable  life and
variable  annuity  contracts in the Fund.  It is to be expected that Fund shares
held by those separate  accounts will be voted according to the  instructions of
the owners of those  variable  life and variable  annuity  contracts.  This will
dilute the effect of your voting  instructions.  We do not see any disadvantages
to this dilution.

     Each person  having a voting  interest in a subaccount  will receive  proxy
material, reports, and other materials relating to the appropriate portfolio.


<PAGE>

                          Legal Proceedings


     The Company and its subsidiaries,  like other life insurance companies, are
involved in lawsuits,  including class action lawsuits. In some class action and
other lawsuits involving  insurers,  substantial damages have been sought and/or
material  settlement  payments  have been  made.  Although  the  outcome  of any
litigation  cannot be predicted with  certainty,  we believe that at the present
time there are no pending or threatened  lawsuits that are reasonably likely to
have a material adverse impact on the Variable Account or us.

                             Additional Information

     A  registration  statement has been filed with the SEC under the Securities
Act of 1933, as amended,  and the 1940 Act with respect to the Contract  offered
hereby. This Prospectus does not contain all of the information set forth in the
full registration  statement.  For instance, this Prospectus only summarizes the
contents of the  Contract  and other  legal  instruments  contained  in the full
registration  statement.  For  a  complete  statement  of  the  terms  of  those
documents, please refer to the full registration statement as filed.

<PAGE>






            Table of Contents for Statement of Additional Information


   
State Regulation of Intramerica.............................................1
Certain Federal Income Tax  Consequences of Certain
   Exchanges and Surrenders.................................................1
Safekeeping of the Variable Account's Assets................................2
Purchase and Services Agreement.............................................2
Calculation of Yields And Total Returns.....................................2
         Money Market Subaccount Yields.....................................3
         Other Subaccount Yields............................................4
         Total Returns .....................................................5
         Effect of the Records Maintenance Charge on Performance Data.......6
Other Performance Data .....................................................7
         Cumulative Total Returns...........................................7
         Adjusted Historic Portfolio Performance                            8
         Comparison of Performance and  Expense Information.................8
Legal Matters...............................................................9
Independent Accountants.....................................................9
Financial Statements........................................................9
    



<PAGE>


                         Condensed Financial Information

     The following condensed financial information is derived from the financial
statements  of the  Variable  Account.  You should  read the data along with the
financial statements, related notes, and other financial information included in
the Statement of Additional Information.

     The following table sets forth information  regarding the subaccounts for a
Contract for the period from the  commencement  of business  operations  through
December 31, 1998.

   
                             Money Market Subaccount
            Accumulation Unit Value        Number of Accumulation
            at End of Year                  Units at End of Year

1998              19.728                             356,660
1997              18.869                             226,875
1996              18.056                             238,274
1995              17.300                             243,859
1994              16.494                             268,339
1993              16.019                             131,078
1992              15.729                             125,768
1991              15.331                              47,824
1990*             14.598                             26,377
    

* Operations commenced July 11, 1990 with a Unit Value of 14.167.

   
                                 Bond Subaccount
            Accumulation Unit Value         Number of  Accumulation
            at End of Year                  Units at End of Year

1998              26.344                             67,746
1997              24.894                             79,182
1996              22.979                             85,140
1995              22.508                             96,927
1994              19.181                             94,625
1993              20.287                             98,676
1992              18.179                             96,098
1991              17.109                             62,249
1990*             14.653                              6,283
    

* Operations Commenced July 11, 1990 with a Unit Value of 13.877.


<PAGE>


   
                            Capital Growth Subaccount
            Accumulation Unit Value        Number of Accumulation
            at End of Year                  Units at End of Year

1998              55.857                             277,711
1997              45.649                             258,472
1996              33.863                              85,140
1995              28.388                              96,927
1994              22.222                              94,625
1993              24.773                              98,676
1992              20.638                              96,098
1991              19.514                              62,249
1990*             14.096                               6,283
    

* Operations Commenced July 11,1990 with a Unit Value of 15.820.

   
                               Balanced Subaccount
            Accumulation Unit Value        Number of Accumulation
            at End of Year                  Units at End of Year

1998              42.735                             156,673
1997              34.936                             129,522
1996              28.326                             143,029
1995              25.496                             139,688
1994              20.270                             127,222
1993              20.840                             148,473
1992              19.531                             119,541
1991              18.389                              37,971
1990*             14.592                               7,381
    

* Operations Commenced July 11, 1990 with a Unit Value of 15.401.


   
                          Growth and Income Subaccount
            Accumulation Unit Value        Number of Accumulation
            At End of Year                  Units at End of Year

1998              28.485                             446,200
1997              26.835                             503,367
1996              20.713                             381,681
1995              17.075                             279,098
1994*             13.053                             145,245
    

* Operations Commenced May 1, 1994 with a Unit Value of 12.500.
<PAGE>

   
                            International Subaccount
            Accumulation Unit Value        Number of Accumulation
            at End of Year                  Units at End of Year

1998              39.486                             247,493
1997              33.560                             261,369
1996              30.987                             305,834
1995              27.188                             302,226
1994              24.641                             339,372
1993              25.027                             261,484
1992              18.287                               84,950
1991              19.003                               36,962
1990*             17.174                               12,741
    

* Operations Commenced July 11, 1990 with a Unit Value of 20.228.

   
                           Global Discovery Subaccount
         Accumulation Unit Value      Number of Accumulation
            at End of Year                  Units at End of Year

1998              16.937                             120,918
1997              14.648                             125,941
1996*             13.126                             115,344
    

* Operations Commenced May 1, 1996 with a Unit Value of 12.500.



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