INTRAMERICA VARIABLE ANNUITY ACCOUNT
485APOS, 1999-02-26
Previous: INSURED MUNICIPALS INCOME TR & INVS QUA TAX EX TR MUT SER 88, 497J, 1999-02-26
Next: ALLSTATE LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT, NSAR-U, 1999-02-26



   
     As filed with the Securities and Exchange Commission February 26, 1999
                                                  Registration Nos. 033-54116
                                                                 and 811-5649
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-4

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

                      Pre-Effective Amendment No. ____ / /
                       Post -Effective Amendment No. 9 /x/
                                       And

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

                          Amendment No. 22  /x/

                              INTRAMERICA VARIABLE
                                 ANNUITY ACCOUNT
                           (Exact Name of Registrant)

                       Intramerica Life Insurance Company
                               (Name of Depositor)

                    9 Ramland Road Orangeburg, New York 10962
              (Address of Depositor's Principal Executive Offices)

        Depositor's Telephone Number, including Area Code: (914) 398-4440

Name and Address of Agent for Service:          Copy  to:
Richard G. Petitt                               Stephen E. Roth, Esq.
Intramerica Life Insurance Company              Sutherland Asbill & Brennan LLP
9 Ramland Road                                  1275 Pennsylvania Avenue, N.W.
Orangeburg, New York  10962                     Washington, D.C.  20004-2415

                 Approximate Date of Proposed Public Offering:
    As soon as practicable after effectiveness of the Registration Statement
- --------------------------------------------------------------------------------


Itis proposed that this filing will become  effective: 

 / /  Immediately upon filing  pursuant to paragraph (b) of Rule 485 
 / /  On May 1, 1998,  pursuant to paragraph (b) of Rule 485 
 / /  60 days after filing pursuant to paragraph (a) of Rule 485 
 /x/  On May 1, 1999, pursuant to paragraph (a) of Rule 485

                      Title of Securities Being Registered:
    Units of Interest in the Separate Account under flexible payment deferred
                           variable annuity contracts.



<PAGE>

 

                              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

The Contract  has 8 funding  choices -- 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



 Money Market Portfolio
 Bond Portfolio
 Capital Growth Portfolio
 Balanced Portfolio
 Growth and Income Portfolio
         oInternational Portfolio
         oGlobal Discovery Portfolio

Variable annuity contracts involve certain risks, including possible  loss of
principal.
oThe investment performance of the portfolios in which the subaccounts invest
will vary.
oWe do not guarantee how any of the portfolios will perform.
oThe Contract is not a deposit or obligation of any bank, and no bank endorses
or guarantees the contract.
oNeither 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.

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.

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:

Intramerica Life Insurance Co.
9 Ramland Road
Orangeburg, New York  10962
(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.


<PAGE>


Table of Contents

Definitions                                                             1
Summary                                                                 4
Fee Table                                                               9
Example                                                                 10
Financial Statements                                                    11
Calculation of Yields and Total Returns                                 12
Other Performance Data                                                  13
Intramerica and the Variable Account                                    14
Intramerica Life Insurance Company                                      14
Purchase Agreement with Allstate                                        14
Intramerica Variable Annuity Account                                    14
Services Agreements with Allstate Life Insurance Company                15
Scudder Variable Life Investment Fund                                   16
Addition, Deletion, or Substitution of Investments                      17
The Contract                                                            18
Contract Application and Issuing the Contract                           19
Examination Period                                                      19
Return of Premium Plus or Minus Investment Experience                   20
Payments                                                                20
Initial Payment                                                         20
Additional Payments                                                     21
Automatic Investment Plan                                               21
Limitations on Payments                                                 21
Allocating Payments                                                     22
Transfers                                                               23
Asset Rebalancing Option                                                24
Dollar Cost Averaging                                                   25
Account Value                                                           26
Unit Value                                                              27
Investment Experience Factor                                            28
Contract Ownership                                                      29
Assignment of Contract                                                  29
Access to Your Money                                                    30
Full and Partial Surrenders                                             30
Systematic Withdrawals                                                  31
Annuity Payments                                                        32
Annuity Income Options                                                  33
Maturity Date                                                           35
Death Benefit                                                           36
Beneficiary Provisions                                                  36
Death of Owner                                                          37
Employment-Related Benefit Plans                                        37
Charges and Deductions                                                  37
Mortality and Expense Risk Charge                                       38
Contract Administration Charge                                          39
Records Maintenance Charge                                              39
Premium Taxes                                                           40
Other Taxes                                                             40
Transfer Charges                                                        40
Portfolio Charges                                                       40
Certain Federal Income Tax Consequences                                 41
Tax Status of the Contract                                              41
Taxation of Non-Qualified Contracts                                     41
Diversification Requirements                                            41
Owner Control                                                           42
Required Distributions                                                  42
Non-Natural Person                                                      42
Withdrawals                                                             43
Penalty Tax on Certain Withdrawals                                      43
Annuity Payments                                                        43
Taxation of Death Benefit Proceeds                                      44
Transfers, Assignments or Exchanges of a Contract                       44
Withholding                                                             44
Multiple Contracts                                                      44
Taxation of Qualified Contracts                                         44
Other Tax Issues                                                        45
Our Income Taxes                                                        45
Possible Tax Law Changes                                                46
General Provisions                                                      46
The Contract                                                            46
Delay of Payment and Transfers                                          46
Contract Expiration                                                     47
Misstatement of Age or Sex                                              47


<PAGE>



Nonparticipating Contract                                               48
Notices and Inquiries                                                   48
Records and Reports                                                     48
Year 2000 Disclosure                                                    48
Services Agreement                                                      49
Distribution of the Contract                                            49
The General Account                                                     50
Voting Rights                                                           52
Legal Proceedings                                                       53
Additional Information                                                  53
Table of Contents for Statement of Additional Information               53
Condensed Financial Information                                         A-1





           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 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.

     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.

     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.

     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.


<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.

     1. 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.

     2. 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.

     3. 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.

     4. 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.

     5. 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:

                   Money Market             o        Bond
                   Capital Growth           o        Balanced
                   Growth and Income        o        International
                   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.

     6. 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  between  1 and 5  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.

     7. 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.

     8. 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.

     9. 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.__% to 0.__% annually,  depending on the portfolio. See the prospectus for the
Fund and the Fee Table in this Prospectus.

     10. 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  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.

     11. What is the death benefit?

     If the annuitant  dies before the Maturity  Date, we pay you 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 no later than 5 years
following the owner's death.

     12.  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 59 1/2
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.

     13. 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
         account value)
         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
Bond
Capital Growth
Balanced
Growth and Income
International
Global Discovery

     * Scudder Kemper Investments, Inc. (the Adviser) voluntarily did not impose
part of its  management  fee in  1998  for  _____  Portfolio.  Had the fee  been
imposed,  the  management fee would have been 0.___ % and the ratio of operating
expenses  to average  net assets  for the year ended  12/31/98,  would have been
____% for the Global Discovery Portfolio. 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
Bond
Capital Growth
Balanced
Growth and Income
International
Global Discovery

     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.

     Intramerica,  as well as other insurance  companies whose separate accounts
invest in the Fund,  has agreed to  reimburse  the Fund to the  extent  that the
total  operating  expenses  exceed  .75%  for  each  portfolio  except  for  the
International and Global Discovery  Portfolios,  where total operating  expenses
are to be reimbursed to the extent they exceed 1.50%.

     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.

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.

     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.

     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.

     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  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.

     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 $_____
million  as of  December  31,  1998,  principally  engages  in the  offering  of
insurance  products on a direct marketed basis.  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.

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.

Services Agreements with Allstate Life Insurance Company

     On September 2, 1998,  Intramerica and Leucadia  entered into a coinsurance
agreement with Allstate reinsuring all of Intramerica's rights,  liabilities and
obligations  with respect to the Variable  Account under the  Contracts.  On the
same date,  Intramerica  and Allstate  entered into an  administrative  services
agreement  under which Allstate 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
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:

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

     Each portfolio  represents,  in effect, a separate mutual fund with its own
distinct  investment  objectives  and  policies.  The  income  or  losses of one
portfolio   generally   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.

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.




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,  and  individuals  purchasing  individual  retirement  annuities 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.

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.

     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.

     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.

     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.

     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.  The amounts
transferred  will receive the Unit Values for the  subaccounts 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.

     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.

     After we receive a completed  Dollar Cost Averaging  form, we will transfer
your designated amounts from the subaccount from which 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

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




                   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.

     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 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

     (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.

     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.

     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).

     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).

     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 59 1/2.

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.

     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  option 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
                  (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.

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
Ithan April 1 of the  calendar year following  the  calendar  year in which the
annuitant attains age 70 1/2.





Death Benefit

     If the  annuitant  dies before the  Maturity  Date,  then we will pay you 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; or
                  (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.

     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.

     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.

     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.



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 followings 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.__% to 1.__% annually,  depending on
the portfolio. For more information, see the Fund's prospectus.





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.



     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 Internal Revenue 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.

     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:

          made on or after the taxpayer reaches age 59 1/2;
          made on or after the death of an Owner;
          attributable to the taxpayer's becoming disabled; or
 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 a
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.

     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  Internal  Revenue  Code  (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.

     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.

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 cIontract
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:

          the NYSE is closed for other than usual weekends or holidays, or
trading on the Exchange is otherwise restricted;
          an emergency exists as defined by the SEC or the SEC requires that
trading be restricted; or
          the SEC permits a delay for the protection of Owners.

     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. Notices and Inquiries

         Please send any written notice or request to:

                  Intramerica Life Insurance Company
                  9 Ramland Road
                  Orangeburg, New York  10962

     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.

Year 2000 Disclosure

     Like all financial services providers, Intramerica, Allstate and Allstate's
affiliates  utilize systems that may be affected by Year 2000 transition issues.
These  parties  rely  on  service   providers   including   banks,   custodians,
administrators and investment  managers that also may be affected.  Intramerica,
Allstate and  Allstate's  affiliates  have  developed  and are in the process of
implementing a Year 2000  transition  plan, and are confirming  that its service
providers are also engaged.  The resources that are being devoted to this effort
are substantial. It is difficult to predict with precision whether the amount of
resources  ultimately  devoted,  or the outcome of these efforts,  will have any
negative impact on Intramerica,  Allstate and its affiliates. However, as of the
date  of  this  prospectus,  we do not  anticipate  that  contract  owners  will
experience  negative effects on their investment,  or on the services we provide
as a result of Year 2000 transition  implementation.  Intramerica,  Allstate and
its  affiliates  currently  anticipate  that  their  systems  will be Year  2000
compliant  on or  about  December  1998,  but  there  can be no  assurance  that
Intramerica,  Allstate or its affiliates will be successful, or that interaction
with other  service  providers  will not  impair  Intramerica,  Allstate  or its
affiliates services at that time. [To be updated.]

Services Agreement

     On September 2, 1998, we entered into an administrative  services agreement
("Services  Agreement")  with Allstate  under which  Allstate,  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
$__________ 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.

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,  the assets of the general account
attributable to the Contracts were transferred to Allstate. This agreement makes
it  Allstate'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.


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.

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 not 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
Certain Federal Income Tax  Consequences of Certain
   Exchanges and Surrenders
Safekeeping of the Variable Account's Assets
Purchase and Services Agreement
Calculation of Yields And Total Returns
         Money Market Subaccount Yields
         Other Subaccount Yields
         Total Returns
         Effect of the Records Maintenance Charge on Performance Data
Other Performance Data
         Cumulative Total Returns
         Comparison of Performance and  Expense Information
Legal Matters
Independent Accountants
Financial Statements




<PAGE>


                                                                               3

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

1998
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
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.

<PAGE>
















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

1998
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.

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

1998
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
1997              14.648                             125,941
1996*             13.126                             115,344

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

    

<PAGE>



                      Statement of Additional Information

                                    For the

                              Scudder Horizon Plan

                  A Flexible Premium Variable Deferred Annuity

                                 Issued through

                      Intramerica Variable Annuity Account

                                   offered by

                       Intramerica Life Insurance Company
                   (A New York Stock Life Insurance Company)
                                 9 Ramland Road
                           Orangeburg, New York 10962


     This Statement of Additional Information expands upon subjects discussed in
the current Prospectus for the Scudder Horizon Plan, a flexible premium variable
deferred annuity (the "Contract") offered by Intramerica Life Insurance Company.

You may  obtain a copy of the  Prospectus  dated May 1, 1999,  by calling  (800)
225-2470 or writing to:

                       Scudder Insurance Agency of New York, Inc.,
                                    345 Park Avenue,
                                New York, New York 10154.

     Terms used in the current  Prospectus for the Contract are  incorporated in
this Statement.



     This Statement of Additional  Information is not a prospectus and should be
read only in conjunction with the Prospectus for the Contract.

                                Dated May 1, 1999

<PAGE>




                               Table of Contents




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 Agreements                                         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
         Comparison of Performance and Expense
         Information                                                     7

Legal Matters                                                            8

Independent Accountants                                                  8

Financial Statements                                                     8









<PAGE>


     In order to supplement  the  description in the  Prospectus,  the following
provides  additional  information about Intramerica and the Contract that may be
of interest to you.

                         State Regulation of Intramerica

     We are a stock life insurance company organized under the laws of the State
of New York on March 24, 1966.  We are subject to regulation by the State of New
York  Insurance  Department.  Quarterly  statements  covering the operations and
reporting on the financial  condition of Intramerica are filed with the New York
Superintendent  of  Insurance.  Periodically,  the  Superintendent  examines the
financial  condition of  Intramerica,  including the liabilities and reserves of
the  Variable  Account  and any  other  separate  account  of  which  we are the
depositor.

     Intramerica is an indirect wholly-owned subsidiary of Charter National Life
Insurance Company ("Charter"),  a Missouri stock life insurance company. Charter
is  engaged  principally  in the  offering  of  insurance  products  on a direct
marketing basis in 49 states,  the District of Columbia and Puerto Rico. Charter
is  currently  a  wholly-owned   subsidiary  of  Leucadia  National  Corporation
("Leucadia").

     The  Variable  Account was  originally  established  by First  Charter Life
Insurance Company ("First Charter"),  a subsidiary of Charter,  on June 8, 1988.
At that  time,  First  Charter's  corporate  name was  "Baldwin  Life  Insurance
Company" and the Variable Account was named "Baldwin  Variable Annuity Account."
These names were changed to "First  Charter Life  Insurance  Company" and "First
Charter Variable Annuity Account" respectively, in October, 1988. On November 1,
1992,  First  Charter  was merged  with and into  Intramerica.  Pursuant  to the
merger,  Intramerica  acquired  the  Variable  Account  which  was then  renamed
"Intramerica Variable Annuity Account."

                   Certain Federal Income Tax Consequences of
                        Certain Exchanges and Surrenders

     Under Section 1035 of the Code,  generally no gain or loss is recognized on
a qualifying  exchange of an annuity  contract for another annuity  contract.  A
direct exchange of an annuity contract for the Contract qualifies as an exchange
under Section 1035 of the Code. There are, however,  certain  exceptions to this
rule.  Moreover,  although the issue is not free from doubt,  certain surrenders
under an annuity  contract  followed by an  investment  in the Contract also may
qualify as exchanges  under Section 1035 of the Code. Due to the  uncertainty of
the rules regarding the  determination of whether a transaction  qualifies under
Section 1035 of the Code,  prospective purchasers are urged to consult their own
tax advisers.

     In addition to being  nontaxable  events,  certain  exchanges under Section
1035 of the Code also may  result in a  carry-over  of the  federal  income  tax
treatment of the old annuity  contract to the new annuity  contract.  Due to the
complexity of the rules regarding the proper treatment of an exchange qualifying
under Section 1035 of the Code prospective purchasers are urged to consult their
own tax advisers.

                  Safekeeping of the Variable Account's Assets

     We hold the assets of the Variable Account.  The assets are kept segregated
and held separate and apart from our general funds.  We maintain  records of all
purchases and  redemptions of the shares of each Portfolio.  A blanket  fidelity
bond in the amount of  $10,000,000  covers all of the officers and  employees of
Intramerica.

                        Purchase and Services Agreements

     On September 2, 1998  Intramerica  and Leucadia  entered into a coinsurance
agreement ("the  Agreement") with Allstate Life Insurance  Company  ("Allstate")
reinsuring all of Intramerica's rights, liabilities and obligations with respect
to the Variable  Account under the Contract.  On the same date,  Intramerica and
Allstate  entered  into  an   administrative   services   agreement   ("Services
Agreement")  under which  Allstate,  or its designee,  has agreed to provide the
administrative services in connection with the Contract and the Variable Account
on behalf of  Intramerica.  Included  among such  services  are premium  payment
processing, all transfer,  withdrawal or surrender requests, prepare all records
(including  records  of all  purchases  and  redemption  of the  shares  of each
portfolio)  and reports  relating to the Variable  Account and the Contract.  As
compensation  for its  services,  Allstate  retains  the charges  deducted  from
Separate Account or Contract Values.  Allstate is responsible for payment of all
expenses in connection  with the Contract and the Separate  Account.  Allstate's
principal address is 3100 Sanders Rd., Northbrook, Illinois 60062.

     On December  21,  1998,  Allstate  announced  that it has  entered  into an
agreement with Leucadia National  Corporation,  Intramerica's parent company, to
purchase Intramerica.  The transaction is subject to regulatory approvals and is
expected to close by July 1, 1999.

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

                    Calculation of Yields and Total Returns

     From  time to  time,  we may  disclose  historic  performance  data for the
Subaccounts,   including  yields,   standard  annual  total  returns  and  other
nonstandard  measures of  performance.  Such  performance  will be computed,  or
accompanied  by  performance   data  computed  in  accordance  with  regulations
published by the Securities and Exchange Commission.  Because of the charges and
deductions  imposed under the Contract,  the yield for the  Subaccounts  will be
lower  than  the  yield  for  their  respective  Portfolios.  Also,  because  of
differences in Variable Account charges for different variable annuity contracts
invested  in  the  Variable  Account,   the  yields,  total  returns  and  other
performance data for the Subaccounts will be different for the Contract than for
such other variable annuity contracts. The calculations of yields, total returns
and other performance data do not reflect the effect of any premium tax since no
premium tax on the Contract is currently payable under New York law.

     The yields and total returns for periods prior to the date the  Subaccounts
commenced  operations,  when  disclosed,  are  based on the  performance  of the
Scudder Variable Life Investment  Fund's  Portfolios and the assumption that the
Subaccounts were in existence for the same periods as the Fund's Portfolios with
the  level of  Contract  charges  equal  to those  that  were in  effect  at the
inception of the Subaccounts  for the Contracts.  The Subaccounts and Portfolios
commenced operations, as indicated:

     Subaccount/Portfolio  Subaccount       Portfolio
     --------------------  ----------       ---------
     Money Market          July, 1990       July, 1985
     Bond                  July, 1990       July, 1985
     Balanced              July, 1990       July, 1985
     Capital Growth        July, 1990       July, 1985
     International         July, 1990       May, 1987
     Growth and Income     May, 1994        May, 1994
     Global Discovery      May, 1996        May, 1996


Money Market Subaccount Yields

     Based on the method of calculation  described  below, the Current Yield and
Effective Yield on amounts held in the Money Market Subaccount for the seven-day
period ended December 31, 1998, were as follows:

                              Current Yield   =         %

                              Effective Yield =         %

     We compute the Current Yield by  determining  the net change  (exclusive of
realized gains and losses on the sale of securities and unrealized  appreciation
and  depreciation  and exclusive of income other than investment  income) at the
end of a  seven-day  period  in the  value of a  hypothetical  account  having a
balance  of one unit of the Money  Market  subaccount  at the  beginning  of the
seven-day  period,  dividing the net change in account value by the value of the
account at the beginning of the period to determine the base period return,  and
annualizing  this quotient on a 365-day  basis.  The net change in account value
reflects  (i) net income from the  Portfolio  attributable  to the  hypothetical
account  and (ii)  charges  and  deductions  imposed  under a Contract  that are
attributable  to the  hypothetical  account.  The charges and deductions for the
hypothetical  account  include  the per  unit  charges  for  Administration  and
Mortality  and Expense Risk.  The Current  Yield is calculated  according to the
following formula:

                  Current Yield = ((NCS - ES) / UV)  x  (365 / 7)

We may also disclose the Effective Yield of the Money Market  subaccountfor  the
same seven-day period  determined on a compounded  basis. The Effective Yield is
calculated by compounding the  unannualized  base period return according to the
following formula:

     Effective Yield = (1 + ((NCS - ES) / UV))(to the power of 365 / 7) - 1

Where, for both formulas:

NCS      = The net change in the value of the  Portfolio  (exclusive of
           realized  gains a and  losses  on the sale of  securities  and
           unrealized  appreciation  and  depreciation  and  exclusive of
           income other than investment  income) for the seven-day period
           attributable to a hypothetical account having a balance of one
           Subaccount unit under a Contract.
ES       = Per unit expenses of the Subaccount for the Contracts for
           the seven-day period.
UV       = The unit value for a Contract on the first day of the
           seven-day period.

     The  Current  and  Effective  Yield on  amounts  held in the  Money  Market
subaccount  normally will fluctuate on a daily basis.  Therefore,  the disclosed
yield for any given past period is not an indication or representation of future
yields  or rates of  return.  The  Money  Market  Subaccount's  actual  yield is
affected  by changes  in  interest  rates on money  market  securities,  average
maturity of the Money Market Portfolio, the types and quality of securities held
by the Money Market Portfolio and its operating expenses.

Other Subaccount Yields

     Based on the method of calculation  described  below,  the 30-Day Yield for
the Bond  Subaccount  for the 30-Day  period ended  December  31,  1998,  was as
follows:

                                    Yield = %

The  30-Day  Yield  refers to income  generated  by the Bond  Subaccount  over a
specific  30-day period.  Because the yield is annualized,  the yield  generated
during the 30-day  period is assumed to be generated  each 30-day  period over a
12-month  period.  The yield is computed  by: (i)  dividing  the net  investment
income of the Portfolio  attributable  to the Subaccount  units less  Subaccount
expenses  attributable to the Contracts for the period,  by the maximum offering
price per unit on the last day of the period times the daily  average  number of
units outstanding for the period,  compounding that yield for a six-month period
and (ii)  multiplying  that  result by two.  Expenses  attributable  to the Bond
Subaccount for the Contracts include the Administration Charge and the Mortality
and  Expense  Risk  Charge.  The 30-Day  Yield is  calculated  according  to the
following formula:

     30-Day Yield = 2 x ((((NI -ES) / (U x UV)) + 1)(to the power of 6)- 1)


<PAGE>




Where:

NI     =      Net income of the portfolio  for the 30-day period  attributable
              to the Subaccount's units.
ES     =      Expenses of the Subaccount for the Contracts for the 30-day
              period.
U      =      The average daily number of units outstanding attributable to
              the Contracts.
UV     =      The unit value for a Contract at the close (highest) of the last
              day in the 30-day period.

     The  30-Day  Yield on amounts  held in the Bond  Subaccount  normally  will
fluctuate over time. Therefore, the disclosed yield for any given past period is
not an indication  or  representation  of future yields or rates of return.  The
Bond  Subaccount's  actual  yield  is  affected  by the  types  and  quality  of
securities held by the Portfolio and its operating expenses.

Total Returns

     We may disclose Standard Average Annualized Total Returns ("Total Returns")
for one or more of the  Subaccounts  for  various  periods  of time.  One of the
periods of time will include the period  measured  from the date the  Subaccount
commenced operations.  When a Subaccount has been in operation for one, five and
ten years,  respectively,  the Total Returns for these periods will be provided.
Total  Returns  for  other  periods  of time  may,  from  time to time,  also be
disclosed. Based on the method of calculation described below, the Total Returns
for the Subaccounts were as follows:

<TABLE>
<CAPTION>

                         Inception of          Inception of           One Year Period       Five Year Period
                         Subaccount to         Portfolio to 12/31/98  Ending 12/31/98       Ending 12/31/98
Portfolio                12/31/98
- ------------------------ --------------------- ---------------------- --------------------- ----------------------

<S>                       <C>                   <C>                   <C>                   <C>
Money Market*

Bond

Balanced

Capital Growth

International

Growth and Income**                                                                                  N/A

Global Discovery***                                                                                  N/A
</TABLE>


* The Yield quotations for the Money Market Subaccount quoted above more closely
reflect  the  current   earnings  of  this  subaccount  than  the  total  return
quotations.
 ** Five  Year  Total  Returns  are not  available  for the  Growth  and  Income
Subaccount as it began operation on May 1, 1994.
*** Five Year Total Returns notavailable  applicable for the Global Discovery  
Subaccount as it began operation on May 1, 1996.


     Total Returns  represent the average annual compounded rates of return that
would  equate a single  investment  of  $1,000  to the  redemption  value of the
investment  as of the last day of each of the periods.  The ending date for each
period for which  Total  Return  quotations  are  provided  will be for the most
recent  month  end   practicable,   considering   the  type  and  media  of  the
communication, and will be stated in the communication.

     Total  Returns  will be  calculated  using  Subaccount  Unit  Values  which
Intramerica  calculates on each Valuation  Date based on the  performance of the
Subaccount's  underlying  Portfolio,  and the  deductions  for the Mortality and
Expense Risk Charge, the Administration Charge and (for periods prior to January
25,  1991) the  Records  Maintenance  Charge.  An  average  per  dollar  Records
Maintenance  Charge  attributable to the hypothetical  account for the period is
used. The Total Return is calculated according to the following formula:

                  TR=(ERV / P )(to the power of 1 / N) - 1

Where:

TR       =       The average annual total return net of Subaccount recurring
                 charges for the Contracts.
ERV      =       The ending redeemable value of the hypothetical account at
                 the end of the period.
P        =       A hypothetical single payment of $1,000.
N        =       The number of years in the period.

Effect of the Records Maintenance Charge on Performance Data

     We may deduct an annual $40 Records  Maintenance  Charge at the end of each
Contract Year  proportionately  from each Subaccount and each Declaration Period
in the  General  Account  in which the Owner  has  funds  allocated.  We are not
deducting  the  Records  Maintenance  Charge  at  this  time.  For  purposes  of
reflecting the Records  Maintenance  Charge on performance  information prior to
January 25, 1991,  the $40 annual charge was converted into a per dollar per day
charge based on the average  Accumulated  Value of all Contracts on the last day
of the period for which quotations are provided.

     The assumed  average  Records  Maintenance  Charge did not,  except in rare
instances, reflect its actual effect on a particular Contract.


<PAGE>



                             Other Performance Data

Cumulative Total Returns

     We may disclose  Cumulative  Total Returns in conjunction with the standard
format  described  previously.  The Cumulative Total Returns for the Subaccounts
were as follows:

<TABLE>
<CAPTION>

                         Inception of          Inception of           One Year Period       Five Year Period
                         Subaccount to         Portfolio to 12/31/98  Ending 12/31/98       Ending 12/31/98
Portfolio                12/31/98
- ------------------------ --------------------- ---------------------- --------------------- ----------------------

<S>                       <C>                   <C>                   <C>                   <C> 
Money Market

Bond

Balanced

Capital Growth

International

Growth and Income*                                                                                   N/A

Global Discovery**                                                                                   N/A

</TABLE>


* Five Year Total Returns are not available for the Growth and Income Subaccount
as it began  operation  on May 1,  1994.  
** Five  Year  Total  Returns  are notavailable for the Global  Discovery  
Subaccount as it began  operation on May 1, 1996.

The Cumulative Total Returns are calculated using the following formula:

                              CTR = (ERV / P) - 1
Where:

CTR      =        The Cumulative Total Return net of Subaccount recurring
                  charges for the period.
ERV      =        The ending redeemable value of the hypothetical investment
                  at the end of the period.
P        =        A hypothetical single payment of $1,000.

Comparison of Performance and Expense Information

     Expenses and performance information for each Subaccount may be compared in
advertising,   sales  literature,  and  other  communications  to  expenses  and
performance  information of other variable annuity products  investing in mutual
funds (or  investment  portfolios  of mutual funds) with  investment  objectives
similar to each of the  Subaccounts  tracked  by  independent  services  such as
Lipper  Analytical  Services,  Inc.  ("Lipper"),  Morningstar  and the  Variable
Annuity Research Data Service ("V.A.R.D.S."). Lipper, Morningstar and V.A.R.D.S.
monitor and rank the  performance  and expenses of variable  annuity  issuers in
each of the major categories of investment objectives on an industry-wide basis.


     Lipper's and Morningstar's rankings include variable life insurance issuers
as well as variable annuity issuers.  V.A.R.D.S.  rankings only compare variable
annuity issuers. The performance analyses prepared by Lipper and V.A.R.D.S. each
rank  such  issuers  on the  basis of total  return,  assuming  reinvestment  of
distributions,  but do not take sales charges or certain  expense  deductions at
the separate account level into consideration. The performance analyses prepared
by Morningstar  rates  subaccount  performance  relative to its investment class
based on total returns.  Morningstar  deducts front end loads from total returns
and deducts half of the surrender charge,  if applicable,  for the relevant time
period when  calculating  performance  figures.  In  addition,  Morningstar  and
V.A.R.D.S.  prepare risk adjusted rankings, which consider the effects of market
risk on total return performance. This type of ranking provides data as to which
funds provide the highest total return within various  categories defined by the
degree of risk inherent in their investment objectives.

     From time to time, we may also compare the  performance of each  Subaccount
to indices that measure stock market  performance,  such as Standard & Poors 500
Composite ("S & P 500") or the Dow Jones Industrial  Average ("Dow").  Unmanaged
indices such as these may assume  reinvestment of dividends but generally do not
reflect  "deductions"  for the expenses of operating  and managing an investment
portfolio.

                                 Legal Matters

     Sutherland Asbill & Brennan LLP of Washington,  D.C. has provided advice on
certain legal matters  relating to the Federal  Securities  Laws. All matters of
New York law pertaining to the Contracts, including the validity of the Contract
and Intramerica's  authority to issue the Contract under New York Insurance Law,
have been passed upon by John R. Petrowski,  General Counsel of Intramerica Life
Insurance Company.

                            Independent Accountants

     The financial  statements of the Intramerica Variable Annuity Account as of
December 31, 1998 and for each of the two years in the period ended December 31,
1998 and the financial  statements of Intramerica  Life Insurance  Company as of
December  31, 1998 and 1997 and for each of the three years in the period  ended
December 31, 1998 have been included in this Registration  Statement in reliance
on the reports of Coopers & Lybrand L.L.P.,  independent  accountants,  given on
the authority of said firm as experts in accounting and auditing.

                              Financial Statements

     The  financial  statements  of  Intramerica,  which  are  included  in this
Statement of Additional Information, should be considered only as bearing on the
ability of Intramerica to meet its  obligation  under the Contract.  They should
not be considered as bearing on the investment performance of the assets held in
the Variable Account.

<PAGE>



                                     PART C
                                OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a)      Financial Statements
         All required financial statements are included in Part B of this 
         Registration Statement.
(b)      Exhibits
(1)(a)   Resolutions of the Board of Directors of First Charter Life Insurance
         Company authorizing establishment of the Variable Annuity Account. 1/
   (b)   Resolutions of the Board of Directors of Intramerica regarding the
         acquisition of the Variable Annuity Account. 1/
(2)      Not Applicable.
(3)(a)   Principal  Underwriting  Agreement,  dated  September  1,1989,  amended
         January 25, 1991, by and between First Charter Life  Insurance  Company
         on its own  behalf  and on behalf  of First  Charter  Variable  Annuity
         Account, and CNL, Inc. 1/
   (b)   Amendment, dated October 26, 1992, to the Principal Underwriting 
         Agreement. 1/
   (c)   Form of Marketing and Solicitation Agreement between Scudder Fund 
         Distributors, Inc., First Charter Life Insurance Company, CNL, Inc. 
         and First Charter Variable Annuity Account. 1/
   (d)   Amendment,  dated October 26, 1992, to the Marketing and  Solicitation
         Agreement. 1/ 
(4)(a)   Contract for the Flexible Premium Variable Deferred Annuity(S 1802).1/
(5)(a)   Application  for the Flexible  Premium  Variable  Deferred 
         Annuity (A 1802). 1/
   (b)   Financial Questionnaire (B 1802) 1/
(6)(a)   Charter of Intramerica Life Insurance Company. 1/
   (b)   By-Laws of Intramerica Life Insurance Company. 1/
(7)      Not Applicable.
(8)(a)   Participation Agreement dated May 11, 1994, by and between Scudder 
         Variable Life Investment Fund and Intramerica Life Insurance 
         Company. 1/
   (b)   Reimbursement Agreement dated May 11, 1994, by and between Scudder, 
         Stevens & Clark, Inc. and Intramerica Life Insurance Company. 1/
   (c)   General  Services and Expense  Reimbursement  Agreement dated September
         1, 1989,  between  First  Charter  Life  Insurance  Company and Charter
         National Life Insurance Company. 1/
   (d)   Purchase  Agreement  dated February 11, 1998 between  Intramerica  Life
         Insurance  Company,  Leucadia  National  Corporation  and Allstate Life
         Insurance Company. 2/
   (e)   Form of Coinsurance Agreement between  Intramerica Life Insurance 
         Company and Allstate Life Insurance Company of New York. 2/
   (f)   Form of Administrative Services Agreement between Intramerica Life
         Insurance Company and Allstate Life Insurance Company of New York. 2/
(9)      Opinion and Consent of Counsel. 5/
(10)(a)  Consent of Sutherland Asbill & Brennan LLP. 5/
(10)(b)  Consent of Independent Accountants. 5/
(11)     Not Applicable.
(12)     Not Applicable.
(13)     Schedule for Computation of Performance Data. 3/
(14)     Not Applicable.
(15)     Powers of Attorney. 4/

1/  Incorporated herein by reference to registrant's Post-Effective Amendment 
No. 6 to this Form N-4 Registration Statement filed with the SEC via EDGARGLINK
filed on February 26, 1997 (File No. 33-54116).
2/  Incorporated herein by reference to registrant's Post-Effective Amendment 
No. 8 to this Form N-4 Registration Statement filed with the SEC via EDGARGLINK
filed on April 23, 1998 (File No. 33-54116).
3/  Incorporated herein by reference to a similarly-numbered exhibit to 
Post-Effective Amendment No. 15 to the Form N-4 Registration Statement filed 
with the SEC via EDGARLINK on February 24, 1997 (File No. 33-22925).
4/  Filed herewith.
5/  To be filed by subsequent amendment.



<PAGE>


Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>

Name and Principal Business Address                  Positions and offices with Depositor
- ---------------------------------------------------- ---------------------------------------------------------------
<S>                                                  <C>  
Richard G. Petitt***                                 Chairman, President, Director, Chief Executive
Empire Insurance Group                               Officer and Chief Operating Officer

John R. Petrowski*                                   Vice President, General Counsel, Corporate Secretary and
Empire Insurance Group                               Director

Rocco Nittoli*                                       Vice President, Treasurer, Controller and Director
Empire Insurance Group

Laura Ulbrandt**
Leucadia National Corporation                        Assistant Secretary

Elizabeth H. Lally
23 Highclere Lane                                    Director
Valhalla, NY  10595

Mark Hornstein**
Leucadia National Corporation                        Director

Barbara Lowenthal**
Leucadia National Corporation                        Vice President

Timothy C. Sentner**
Leucadia National Corporation                        Vice President

Joseph A. Orlando**
Leucadia National Corporation                        Vice President and Director

William R. Ziegler
Parson & Brown                                       Director
666 3rd Avenue
New York, NY  10017

James E. Jordan                                      Director
9 West 57th St.
Suite 4000
New York, NY 10019

Louis V. Siracusano                                  Director
McKenna, Siracusano, Fehringer & Chianese
361 Atlantic Ave.
East Rockaway, NY 11518

Harry H. Wise                                        Director
H.W. Associates Inc.
150 E. 58 Street
New York, NY 10155
</TABLE>


* The business address of the indicated Directors and Officers is:  335 Adams 
Street, Brooklyn, NY  11201.
** The business address of the indicated Directors and Officers is:  315 Park
Avenue South, New York, NY  10010.
*** The business address of the indicated Director and Officer is: 3535 S.E. 
Doubleton Drive, Stuart, FL 34997.



Item 26.  Persons  Controlled  by or Under Common  Control With the Depositor or
          Registrant

Set forth below is certain  information  concerning  each of the  persons  under
common control with Intramerica, including state of organization,  percentage of
voting securities owned or other basis of control and principal business.

As described in the Prospectus,  Intramerica is a subsidiary of Charter National
Life  Insurance  Company  ("Charter").  Charter is a wholly owned  subsidiary of
Leucadia National Corporation ("Leucadia"),  a New York corporation. On December
21, 1998 Allstate Life Insurance Company ("Allstate")  announced that it entered
into an agreement National  Corporation to purchase Intramerica and Charter. The
transaction is subject to regulatory  approvals and is expected to close by July
1, 1999.

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

Set forth below is certain  information  concerning  each of the active  persons
under  common  control  with  Charter  (other  than  CNL),  including  state  of
organization,  percentage of voting  securities  owned or other basis of control
and principal business.

<TABLE>
<CAPTION>

                                                           Percent of
                                    Jurisdiction           Voting
                                    of                     Securities       Principal
Name                                Incorporation          Owned*           Business
- -----                               -------------          -----------      ---------

<S>                                 <C>                    <C>              <C>   
Centurion Ins. Co.                  New York               100%             Insurance
WMAC Investment Corp.               Wisconsin              100%             Holding Company
Bellpet, Inc.                       Delaware               100%             Holding Company
Baldwin-CIS L.L.C.                  Delaware               100%             Investments
Conwed Corporation                  Delaware               100%             Real Estate
Leucadia Film
  Corporation                       Utah                   100%             Film Products
Neward Corporation                  Delaware               100%             Owner and Operator of
                                                                                Oil Wells
Rastin Investing Corp.              Delaware               100%             Investments
HSD Venture                         California             100%             Real Estate
American Investment
  Company                           Delaware               100%             Holding Company
Leucadia Aviation, Inc.             Delaware               100%             Aviation
LNC Investments, Inc.               Delaware               100%             Investments
The Sperry and
  Hutchinson Co., Inc.              New Jersey             100%             Trading Stamps
Leucadia, Inc.                      New York               100%             Manufacturing &
                                                                                Investments
College Life
  Development Corp.                 Indiana                100%             Real Estate
Phlcorp, Inc.                       Pennsylvania           100%             Holding Company
Empire Insurance Co.                New York               100%             Insurance
American Investment
  Bank, N.A.                        United States          100%             Banking

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                          Percent of
                                    Jurisdiction          Voting
                                    of                    Securities       Principal
Name                                Incorporation         Owned*           Business
- ------                              -------------         ----------       ----------
<S>                                 <C>                   <C>              <C> 
Wedgewood Investments
  L.L.C.                            Delaware               100%             Investments
Leucadia Financial
  Corporation                       Utah                   100%             Real Estate
AIC Financial Corp.                 Delaware               100%             Real Estate
Leucadia Cellars Ltd.               Delaware               100%             Investments
American Investment
  Financial                         Utah                   100%             Thrift Loan
Allcity Insurance Co.               New York               89.8%            Insurance
Charter National Life
  Insurance Company                 Missouri               100%             Insurance
LUK-CP Administrative
  Services, Inc.                    Delaware               100%             Administrator
LUK-CPG, Inc.                       Delaware               100%             Holding Company
LUK-CPH, Inc.                       Delaware               100%             Holding Company
Intramerica Life
  Ins. Co.                          New York               100%              Insurance
Leucadia Properties, Inc.           Utah                   100%             Real Estate
Terracor II                         Utah                   100%             Real Estate
CPAX, Inc.                          Delaware               100%             Holding Company
Rosemary Beach Land Co.             Florida                100%             Real Estate
Rosemary Beach Cottage
  Rental Co.                        Delaware               100%             Real Estate Rental
Professional Data
  Management, Inc.                  Indiana                100%             Real Estate
Leucadia Investors, Inc.            New York               100%             Investments
Silver Mountain
  Industries, Inc.                  Utah                   100%             Real Estate
Telluride Properties
  Acquisition, Inc.                 Utah                   100%             Real Estate
Baldwin Enterprises,
  Inc.                              Colorado               100%             Holding Company
Commercial Loan Insurance
  Company                           Wisconsin              100%             Insurance
NSAC, Inc.                          Colorado               100%             Real Estate
RERCO, Inc.                         Delaware               100%             Finance
330 MAD. PARENT CORP.               Delaware                100%             Investments
WMAC Credit Insurance
  Corp.                             Wisconsin               100%             Insurance
CDS Devco, Inc.                     California              80%              Investments
San Elijo Ranch, Inc.               California              68%              Real Estate
RRP, Inc.                           Colorado                100%             Real Estate
CDS Holding Corporation             Delaware                100%             Holding Company
International Bottlers
  L.L.C.                            Delaware                71%              Holding Company
Pepsi International
  Bottlers L.L.C.                   Delaware                71%              Holding Company
LUK-REN, Inc.                       New York                100%             Real Estate
Pine Ridge Associates,
  L.P.                              Texas                   75%              Winery
Leucadia Bottling L.L.C.            Utah                    100%             Holding Company
Leucadia Power Holdings,
  Inc.                              Utah                    100%             Holding Company
</TABLE>


* Unless otherwise noted,  voting securities are owned by Leucadia.  A number of
subsidiaries  of Leucadia  are not  included on this list.  Taken  together  and
considered  as a single  subsidiary,  they would not  constitute  a  significant
subsidiary of Leucadia. More detailed information will be supplied upon request.
In addition, inactive companies are not included on this list.

Item 27. Numbers of Contract Owners

As of  December  31,  1998,  there were  1,274  Owners of the  flexible  premium
variable  deferred  annuity,  of  which  1,248  were  Non-qualified  and 26 were
Qualified, issued by the Variable Account.

Item 28. Indemnification

Section 722 of New York General and Business Corporation Law, in brief, allows a
corporation  to indemnify  any person who is a party or who is  threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that he is or was a director,  officer,  employee  or agent of the  corporation,
against expenses, including attorneys' fee, judgments, fines and amounts paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action if he acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interests of the corporation. Where any person was or is
a party or is  threatened  to be made a party in an  action or suit by or in the
right of the corporation to procure a judgment in its favor, indemnification may
not be paid  where  such  person  shall  have been  adjudged  to be  liable  for
negligence  or  misconduct in the  performance  of his duty to the  corporation,
unless a court  determines that the person is fairly and reasonably  entitled to
indemnity.  A corporation  has the power to give any further  indemnity,  to any
person who is or was a director,  officer, employee or agent, as provided for in
the  articles of  incorporation  or as  authorized  by any by-law which has been
adopted  by vote of the  shareholders,  provided  that no such  indemnity  shall
indemnify  any person whose action was finally  adjudged to have been  knowingly
fraudulent, deliberately dishonest or the result of willful misconduct.

Insofar as  indemnification  for  liabilities  arising under the 1933 Act may be
permitted to directors,  officers and controlling persons of Intramerica and the
Variable Account pursuant to the foregoing  statute,  or otherwise,  Intramerica
and the  Variable  Account have been advised that in the opinion of the SEC such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim is made for indemnification
against such liabilities  (other than the payment by Intramerica or the Variable
Account of  expenses  incurred  or paid by a  director,  officer or  controlling
person in connection with the securities being  registered),  Intramerica or the
Variable Account will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question of whether such  indemnification  by it is against public policy as
expressed  in the 1933 Act,  and will be governed by the final  adjudication  of
such issue.



Item 29. Principal Underwriter

CNL is the principal underwriter for the Intramerica Variable Annuity Account, a
separate  account of Intramerica  formed in connection with the  distribution of
variable annuity contracts by Intramerica. Currently, CNL also acts as principal
underwriter for variable annuity  contracts and variable life policies issued by
the Charter National Variable Account. Commissions in the amount of $ _____ were
paid on the Contracts to CNL during Registrant's fiscal year ending 12/31/98.

The directors and officers of CNL are as follows:

<TABLE>
<CAPTION>

Name and Principal Business Address                         Positions and Offices with Underwriter
- ------------------------------------                        --------------------------------------
<S>                                                         <C> 
John R. Hunter*                                             Director

Louis G. Lower, II*                                         Director

Michael J. Velotta*                                         Director and Assistant Secretary

Thomas J. Wilson, II*                                       Director

A. Sales Miller*                                            President

Karen C. Gardner*                                           Vice President

Kathleen A. Urbanowicz*                                     Vice President, Secretary and Chief Compliance Officer

Terry R. Young*                                             General Counsel and Assistant Secretary

James P. Zils*                                              Treasurer

Robert N. Roeters*                                          Assistant Vice President

Emma M. Kalaidjian*                                         Assistant Secretary

Brenda D. Sneed*                                            Assistant Secretary

Nancy M. Bufalino*                                          Assistant Treasurer

</TABLE>

*    The principal  business  address of this person is Allstate Life  Insurance
     Company, 3100 Sanders Road, Northbrook, Illinois 60062-7154.


Item 30. Location of Accounts and Records

All accounts and records  required to be maintained by Section 31(a) of the 1940
Act and rules under it are maintained by Intramerica at its Home Office.

Item 31. Management Services

Not Applicable.

Item 32. Undertakings

Intramerica Life Insurance  Company hereby  represents that the fees and charges
deducted under the Contract, in the aggregate, are reasonable in relation to the
services rendered,  the expenses expected to be incurred,  and the risks assumed
by Intramerica Life Insurance Company.


<PAGE>


                                   SIGNATURES


     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it has duly caused this amended Registration
Statement  to be signed on its behalf in the City of St.  Louis and the State of
Missouri on this 26th day of February, 1999.



                      Intramerica Variable Annuity Account
                                  (Registrant)
(Seal)                By: Intramerica Life Insurance Company
                                  (Depositor)


Attest:  /s/John R. Pertowski                 By:     /s/Rocco Nittoli
         --------------------                         ----------------
         John R. Petrowski                            Rocco Nittoli
         Vice President and                           Vice President and
           General Counsel                              Treasurer


     As required by the Securities Act of 1933 this  Registration  Statement has
been  signed  by the  following  persons  in  the  capacities  and on the  dates
indicated.

<TABLE>
<CAPTION>

Signature                                   Title                                 Date
- ---------                                   ------                                ----

<S>                                   <C>                                         <C>
*/s/ RICHARD G. PETITT                Chairman of the Board                       2/__/99
 Richard G. Petitt                    President and Director
                                      (Chief Executive Officer)
                                      (Chief Operating Officer)

*/s/ ROCCO NITTOLI                    Vice President, Treasurer                   2/__/99
 Rocco Nittoli                        Controller and Director


*/s/ JOHN R. PETROWSKI                Vice President, General                     2/__/99
 John R. Petrowski                    Counsel, Corporate
                                      Secretary and Director


*/s/ JOSEPH A. ORLANDO                Vice President and Director                 2/__/99
Joseph A. Orlando


*/s/ TIMOTHY C. SENTNER               Vice President                              2/__/99
 Timothy C. Sentner



*/s/ LAURA ULBRANDT                   Assistant Secretary                         2/__/99
 Laura Ulbrandt


*/s/ MARK HORNSTEIN                   Director                                    2/__/99
 Mark Hornstein


*/s/ ELIZABETH H. LALLY               Director                                    2/__/99
 Elizabeth H. Lally


*/s/ BARBARA LOWENTHAL                Vice President                              2/__/99
 Barbara Lowenthal


*/s/ WILLIAM R. ZIEGLER               Director                                    2/__/99
 William R. Ziegler


*/s/ JAMES E. JORDAN                  Director                                    2/__/99
 James E. Jordan


*/s/ LOUIS V. SIRACUSANO              Director                                    2/__/99
 Louis V. Siracusano


*/s/ HARRY H. WISE                    Director                                    2/__/99
 Harry H. Wise

</TABLE>

*  Pursuant to Power of Attorney



(Seal)                                 Date:   February 26, 1999



Attest:  /s/John R. Petrowski                 By:     /s/Rocco Nittoli
         --------------------                         -----------------   
         John R. Petrowski                            Rocco Nittoli
         Vice President and                           Vice President and
           General Counsel                               Treasurer



<PAGE>


                                  EXHIBIT INDEX

Exhibit 15                                           Powers of Attorney


                                                                   Exhibit 15
                                POWER OF ATTORNEY

     We, the  undersigned  directors and officers of Intramerica  Life Insurance
Company, a New York stock life insurance company,  hereby constitute and appoint
Richard G. Petitt,  John R. Petrowski and Rocco Nittoli,  and each of them (with
power to each of them to act alone), our true and lawful  attorneys-in-fact  and
agents,  with full  power to sign for us and in our names and in the  capacities
indicated below, any and all amendments (including post-effective amendments) to
the Registration  Statements  filed with the Securities and Exchange  Commission
for the purpose of registering the Intramerica  Variable Annuity Account,  which
became a separate account of Intramerica  Life Insurance  Company on November 1,
1992, as a unit  investment  trust under the Investment  Company Act of 1940 and
the  variable  annuity  contracts  issued  by said  separate  account  under the
Securities Act of 1933,  hereby  ratifying and confirming our signatures as they
may be signed by our said  attorneys-in-fact  and agents,  to said  Registration
Statements and any and all amendments thereto.

                  Witness our hands on the date set forth below.

<TABLE>
<CAPTION>

                                                                                      
<S>                                    <C>                     <C>                   <C> 
Signature                               Date                   Signature             Date   
- ----------                             -------                 ----------            ----


/s/ Richard G. Petitt                  2//99            /s/ Elizabeth H. Lally         2//99     
- ---------------------                                     -------------------- 
    Richard G. Petitt                                      Elizabeth H. Lally         


/s/ Mark Hornstein                     2//99            /s/ James E. Jordan            2//99 
- ------------------                                        ------------------- 
Mark Hornstein                                            James E. Jordan               


/s/ John R. Petrowski                   2//99           /s/ Rocco Nittoli              2//99
- ---------------------                                     -----------------
John R. Petrowski                                         Rocco Nittoli                


/s/ Laura Ulbrandt                      2//99           /s/Barbara Lowenthal           2//99
- ------------------                                        --------------------
Laura Ulbrandt                                            Barbara Lowenthal

/s/ William R. Ziegler                  2//99             /s/ Louis V. Siracusano      2//99
- ---------------------------                               -----------------------
William R. Ziegler                                        Louis V. Siracusano

/s/ Harry H. Wise                       2//99             /s/ Timothy C. Sentner       2//99
- -----------------                                         ----------------------
Harry H. Wise                                             Timothy C. Sentner

/s/ Joseph A. Orlando                   2//99
- ---------------------
Joseph A. Orlando    

</TABLE>






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission