PREFERRED LIFE VARIABLE ACCOUNT C
497, 1999-02-11
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V2NY *P2
                      Supplement Dated January 15, 1999 to
                          Prospectus Dated May 1, 1998
                                       of
                           FRANKLIN(R) VALUEMARK(R) II
                  Preferred Life Insurance Company of New York
                        Preferred Life Variable Account C

I. YEAR 2000  Preferred  Life has  initiated  programs to ensure that all of the
computer  systems  utilized to provide  services and  administer  policies  will
function  properly in the year 2000. An assessment of the total  expected  costs
specifically  related to the year 2000 conversion has been completed;  the total
amounts  to be  expensed  over the next two  years  are not  expected  to have a
significant  effect  on  Preferred  Life's  financial  position  or  results  of
operations.  Preferred  Life  believes  it has taken  steps that are  reasonably
designed  to address  the  potential  failure of  computer  systems  used by its
service  providers  and to ensure its year 2000 program is completed on a timely
basis.

II. The  Prospectus  is revised  to  include  the  addition  of a fixed  account
  investment  option described as follows:  The Contract contains a Fixed Option
  (referred to in the Contract as the "Fixed Account").  The Fixed Option offers
  an interest rate that is  guaranteed  by Preferred  Life for all deposits made
  within the twelve  month  period.  This  interest  rate is set  monthly and is
  guaranteed for 12 months. Preferred Life guarantees that the interest credited
  to the Fixed  Option  will not be less than 3% per year.  If a Contract  Owner
  selects the Fixed Option,  the purchase  payment will be placed with the other
  general assets of Preferred Life.  Also, if a Contract Owner selects the Fixed
  Option,  the amount of money  accumulated  in the Contract prior to the Income
  Date  depends upon the total  interest  credited to the  Contract.  A Contract
  Owner  can make a  transfer  to or from the  Fixed  Option  and to or from any
  Portfolio  prior to the Income Date.  After the Income Date, a Contract  Owner
  may make at least  one  transfer  from a  Variable  Annuity  Option to a Fixed
  Annuity Option. We reserve the right to modify the transfer  provisions of the
  Contract without notice.  All transfers are subject to the applicable  charges
  as described in the Prospectus in the section entitled "Charges and Deductions
  Deduction for Transfer Fee" and the  applicable  restrictions  as described in
  the Prospectus in the section entitled "Purchase Payments and Contract Value -
  Transfer of Contract Values".

 The  following   information   replaces  the  section  entitled  "Surrenders  -
  Systematic Withdrawal" contained in the Prospectus:

   Systematic Withdrawal Program

   If the value of a Contract is at least $25,000,  Preferred Life offers a plan
   which provides  automatic  monthly or quarterly  payments to a Contract Owner
   from the Contract each year. The total  systematic  withdrawals  which can be
   made each year without  Preferred Life deducting a contingent  deferred sales
   charge  is  limited  to 9% of the  value of the  Contract  determined  on the
   Valuation Date before we receive the request.  A Contract Owner may surrender
   any amount under this  program if the  payments are no longer  subject to the
   contingent  deferred sales charge. If a Contract Owner makes surrenders under
   this plan,  the 15% free  surrender  amount may not be used that year.  For a
   discussion of the contingent deferred sales charge and the 15% free surrender
   amount, see "Charges and Deductions  Deductions for Contingent Deferred Sales
   Charge (Sales Load)". All systematic  withdrawals will be made on the 9th day
   of the month  unless that day is not a business  day. If it is not,  then the
   surrender will be made the previous Valuation Date.

INCOME TAXES,  TAX PENALTIES  AND CERTAIN  RESTRICTIONS  MAY APPLY TO SYSTEMATIC
WITHDRAWALS.

  The following information replaces the section entitled "Purchase Payments and
  Contract Value - Dollar Cost Averaging" contained in the prospectus:

   Dollar Cost Averaging Program

   The Dollar Cost Averaging  Program allows a Contract Owner to  systematically
   transfer a set amount of money each month or quarter  from any one  Portfolio
   or the Fixed  Option to up to eight of the other  Portfolios.  By  allocating
   amounts on a regularly  scheduled  basis,  as opposed to allocating the total
   amount at one  particular  time,  a Contract may be less  susceptible  to the
   impact of market fluctuations.  A Contract Owner may only participate in this
   program prior to the Income Date.

   There are two Dollar Cost Averaging  options.  The first option is the Dollar
   Cost  Averaging  Fixed  Option  and it is  available  for new  Contracts  and
   additional Purchase Payments to new and existing Contracts which will receive
   a special fixed rate guaranteed for one year by Preferred  Life.  Dollar Cost
   Averaging  will  take  place  over  twelve  months  and  requires  a  minimum
   investment of $6,000.

   The second option is the Standard Dollar Cost Averaging Option which requires
   a $3,000 minimum investment and participation for at least six months (or two
   quarters).

   All Dollar Cost Averaging transfers will be made on the 10th day of the month
   unless that day is not a Valuation Date. If it is not, then the transfer will
   be made the next Valuation Date. The  Portfolio(s) a Contract Owner transfers
   from  may not be the  Portfolio(s)  a  Contract  Owner  transfers  to in this
   program. A Contract Owner may elect either program by properly completing the
   Dollar Cost  Averaging  form provided by Preferred  Life. A Contract  Owner's
   participation in the program will end when any of the following occurs:

    (1) the number of desired transfers have been made;

    (2) a Contract Owner does not have enough money in the Portfolio(s) or Fixed
   Option to make the transfer (if less money is available,  that amount will be
   dollar cost averaged and the program will end);

    (3) a Contract  Owner  requests to terminate  the program (a request must be
   received  by  Preferred  Life by the  first of the  month to  terminate  that
   month); or

    (4) the Contract is terminated.

   If a Contract Owner  participates in the Dollar Cost Averaging  Program,  the
   transfers  made under the program are not taken into  account in  determining
   any transfer  fee. A Contract  Owner may not  participate  in the Dollar Cost
   Averaging Program and Flexible Rebalancing at the same time.

  The following information replaces the section entitled "Purchase Payments and
  Contract Value - Automatic Investment Plan" contained in the prospectus:

   Automatic Investment Plan

   The  Automatic  Investment  Plan (AIP) is a program  which  allows a Contract
   Owner to make  additional  Purchase  Payments to the Contract on a monthly or
   quarterly  basis by  electronic  transfer  of funds from a  Contract  Owner's
   savings or checking account. A Contract owner may participate in this program
   by completing the appropriate  form.  Preferred Life must receive the form by
   the first of the month in order for AIP to begin that same month. Investments
   will take place on the 20th of the month,  or the next  Valuation  Date.  The
   minimum investment that can be made by AIP is $100. A Contract Owner may stop
   AIP at any time.  Notification must be given by a Contract Owner to Preferred
   Life by the first of the month in order to stop or change AIP that month.  If
   AIP is used for a Qualified  Contract,  a Contract Owner should consult a tax
   adviser for advice regarding maximum contributions.

  The following  provision is added to the Prospectus  after "Purchase  Payments
and Contract Value - Dollar Cost Averaging":

   Flexible Rebalancing

   Once a Contract  Owner's  money has been  invested,  the  performance  of the
   Portfolios may cause the chosen allocation to shift.  Flexible Rebalancing is
   designed to help a Contract Owner  maintain a specified  allocation mix among
   the  different  Portfolios.  A Contract  Owner can direct  Preferred  Life to
   readjust the Contract  Value on a quarterly,  semi-annual  or annual basis to
   return to the original Portfolio allocations.  Flexible Rebalancing transfers
   will be made on the 20th day of the month  unless that day is not a Valuation
   Date.  If it is not, then the transfer will be made on the previous day. If a
   Contract Owner participates in Flexible Rebalancing, the transfers made under
   the program are not taken into account in  determining  any transfer fee. The
   Fixed Option is not part of Flexible Rebalancing.

  The  following  provision  is  added to the  Prospectus  after  "Surrenders  -
Systematic Withdrawal":

   Minimum Distribution Program

   If a Contract is an Individual Retirement Annuity (IRA), a Contract Owner may
   select the Minimum Distribution Program.  Under this program,  Preferred Life
   will make payments to a Contract Owner from the Contract that are designed to
   meet the applicable minimum distribution requirements imposed by the Internal
   Revenue  Code for  IRAs.  If the  value of a  Contract  is at least  $25,000,
   Preferred  Life will  make  payments  to a  Contract  Owner on a  monthly  or
   quarterly basis. The payments will not be subject to the contingent  deferred
   sales charge and will be instead of the 15% free surrender amount.

III. The following changes are made to the section entitled "Franklin  Valuemark
Funds' Annual Expenses":

  a) The following  chart  restates  information  about certain  Portfolios,  as
indicated below.

                                            Management                  Total
                                          and Portfolio       Other     Annual
   Portfolio                            Administration Fees1  Expenses  Expenses
- -------------------------------------------------------------------------------
   Mutual Discovery Securities Fund .....      .95%*          .11%        1.06%
   Mutual Shares Securities Fund ........      .75%*          .05%         .80%
   Templeton Global Asset Allocation Fund      .80%*          .14%         .94%
   Templeton International Smaller
   Companies Fund ........................    1.00%*          .06%        1.06%
   Zero Coupon Fund - 20005 ...............    .60%           .03%         .63%
   Zero Coupon Fund - 20055 ...............    .62%           .03%         .65%
   Zero Coupon Fund - 20105 ...............    .62%           .03%         .65%

 *Includes a .15% Administration Fee which is a direct expense of the Portfolio.

  b) The following footnotes are restated as follows:

 4For the year ended December 31, 1997,  Franklin  Advisers,  Inc.  ("Advisers")
   agreed  in  advance  to  waive a  portion  of its  management  fees  and,  if
   necessary,  to  pay  certain  expenses  of the  Fund.  With  this  reduction,
   management fees and total annual expenses, including management and portfolio
   administration  fees, paid by the Portfolio  represented .43% and .45% of the
   Portfolio's average net assets, respectively. The voluntary expense reduction
   was discontinued by Advisers effective January 1, 1999.

   5For the year ended December 31, 1997,  Advisers agreed in advance to waive a
   portion of its management fees and, if necessary,  to pay certain expenses of
   the Fund.  With this reduction,  management  fees and total annual  expenses,
   including management and portfolio  administration fees, represented .37% and
   .40% of each  Portfolio's  average net assets,  respectively.  The  voluntary
   expense reduction was discontinued by Advisers effective January 1, 1999.

  c) The Examples shown on pages 8 and 9 are restated for the Portfolios  listed
below:

   Examples

   If the Contract is fully surrendered at the end of the applicable time period
   and no prior surrenders have occurred, the Contract Owner would have incurred
   the following expenses on a $1,000  investment,  assuming a 5% rate of return
   on assets compounded annually:

                                      1 Year   3 Years   5 Years  10 Years
- --------------------------------------------------------------------------------
   Zero Coupon Fund - 2000 .......     $64      $89      $118      $246
   Zero Coupon Fund - 2005 .......     $64      $89      $119      $248
   Zero Coupon Fund - 2010 .......     $64      $89      $119      $248

If the Contract is not  surrendered at the end of the applicable time period and
   no prior surrenders have occurred or is annuitized,  the Contract Owner would
   have incurred the following  expenses on a $1,000  investment,  assuming a 5%
   annual return on assets compounded annually:

                                      1 Year   3 Years   5 Years  10 Years
- --------------------------------------------------------------------------------
   Zero Coupon Fund - 2000 .......     $22      $67      $114      $246
   Zero Coupon Fund - 2005 .......     $22      $67      $115      $248
   Zero Coupon Fund - 2010 .......     $22      $67      $115      $248

IV. The following replaces the first sentence under "Franklin Valuemark Funds":
  Each of the Contract  Sub-Accounts of the Variable  Account is invested solely
  in  Class 1  shares  of one of the  Portfolios  of  Franklin  Valuemark  Funds
  ("Trust").




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