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Reg. No. 33-45846, Rule 497(e)
SUPPLEMENT DATED JANUARY 24, 1996, TO MAY 1, 1995, PROSPECTUS FOR
UNUM LIFE INSURANCE COMPANY OF AMERICA
GROUP VARIABLE ANNUITY CONTRACT
VA-I SEPARATE ACCOUNT
The following information supplements UNUM/America's VA-I
Separate Account Prospectus and should be read in conjunction with
it.
UNUM Life Insurance Company of America ("UNUM/America"), the
issuer of group variable annuity contracts (the "Contracts")
described in the Prospectus, has entered into an agreement for the
sale of its tax-sheltered annuity business, including UNUM/America's
obligations under these Contracts, to The Lincoln National Life
Insurance Company ("Buyer"). For group Contracts which were issued
in New York by UNUM Life Insurance Company ("New York Contracts")
and which are now insured through UNUM/America, the transfer of
these Contracts will be to a new New York domiciled subsidiary of
Buyer ("New York Buyer"). This sale is subject to regulatory
approval. It is anticipated that it will take several months
(perhaps six to nine months) to obtain the necessary approvals and
otherwise close the sale. There is no guarantee that the sale will
close. Prior to closing, UNUM/America will remain the insurer under
the Contracts and will offer and administer the Contracts as
described in the Prospectus. Subject to regulatory approval, after
closing Contractholders and/or Participants will be notified
regarding the transfer of their Contracts to the Buyer (or New York
Buyer for New York Contracts) and will be given any rights provided
by law to opt out of the transfer. Except for the substitution of
the Buyer (or New York Buyer for New York Contracts) for
UNUM/America as the insurer, the rights of Contractholders and
Participants under the Contracts will not change solely as a result
of the transfer.
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