NORTHBROOK VARIABLE ANNUITY ACCOUNT II, N-4, 2000-06-06

NORTHBROOK VARIABLE ANNUITY ACCOUNT II
N-4, 2000-06-06

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As filed with the Securities and Exchange Commission on June 6, 2000
--------------------------------------------------------------------------

FILE NOS. 333-_____
811-6116

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO.

AND/OR

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY

ACT OF 1940
AMENDMENT NO. 32 /X/

NORTHBROOK VARIABLE ANNUITY ACCOUNT II

(Exact Name of Registrant)

NORTHBROOK LIFE INSURANCE COMPANY

(Name of Depositor)

NORTHBROOK LIFE INSURANCE COMPANY

3100 SANDERS ROAD

NORTHBROOK, ILLINOIS 60062
847/402-2400

(Address and Telephone Number of Depositor's Principal Offices)

MICHAEL J. VELOTTA
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
NORTHBROOK LIFE INSURANCE COMPANY

3100 SANDERS ROAD

NORTHBROOK, ILLINOIS 60062
847/402-2400

(Name, Complete Address and Telephone Number of Agent for Service)

COPIES TO:

TERRY R. YOUNG, ESQ. DANIEL J. FITZPATRICK, ESQ.
ALLSTATE LIFE INSURANCE COMPANY MORGAN STANLEY DEAN WITTER
3100 SANDERS ROAD, SUITE J5B TWO WORLD TRADE CENTER
NORTHBROOK, ILLINOIS 60062 NEW YORK, NEW YORK 10048

Approximate date of proposed public offering: As soon as practicable after the
effective date of the registration statement.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on such
date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>
Morgan Stanley Dean Witter
Variable Annuity 3 AssetManager

Northbrook Life Insurance Company Prospectus dated July 24, 2000
P.O. Box 94040
Palatine, IL 60094
Telephone Number: 1-800-654-2397

Northbrook Life Insurance Company ("Northbrook") is offering the Morgan Stanley
Dean Witter Variable Annuity 3 AssetManager, an individual and group flexible
premium deferred variable annuity contract ("Contract"). This prospectus
contains information about the Contract that you should know before investing.
Please keep it for future reference.

The Contract offers 39 investment alternatives ("investment alternatives"). The
investment alternatives include 3 fixed account options ("Fixed Account
Options") and 36 variable sub-accounts ("Variable Sub-Accounts") of the
Northbrook Variable Annuity Account II ("Variable Account"). Each Variable
Sub-Account invests exclusively in shares of portfolios ("Portfolios") of the
following mutual funds ("Funds"):

- MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT SERIES (CLASS Y SHARES)

- THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

- VAN KAMPEN LIFE INVESTMENT TRUST

- AIM VARIABLE INSURANCE FUNDS

- ALLIANCE VARIABLE PRODUCTS SERIES FUND (CLASS B SHARES)

- PUTNAM VARIABLE TRUST (CLASS IB SHARES)

We (Northbrook) have filed a Statement of Additional Information, dated July 24,
2000, with the Securities and Exchange Commission ("SEC"). It contains more
information about the Contract and is incorporated herein by reference, which
means that it is legally a part of this prospectus. Its table of contents
appears on page A-1 of this prospectus. For a free copy, please write or call us
at the address or telephone number above, or go to the SEC's Web site
(http://www.sec.gov). You can find other information and documents about us,
including documents that are legally a part of this prospectus, at the SEC's Web
site.

IMPORTANT The Securities and Exchange Commission has not approved or
NOTICES disapproved the securities described in this prospectus, nor has
it passed on the accuracy or the adequacy of this prospectus.
Any one who tells you otherwise is committing a federal crime.

Investment in the Contracts involves investment risks, including
possible loss of principal.

<PAGE>
<TABLE>
<CAPTION>
Table of Contents

Page Page

<S> <C> <C> <C>
Overview

Important Terms Income Payments
The Contract at a Glance Death Benefits
How the Contract Works
Expense Table Other Information
Financial Information

More Information:
Northbrook
The Variable Account
Contract Features The Portfolios
The Contract
The Contract Qualified Plans
Purchases Legal Matters
Contract Value Year 2000
Investment Alternatives Taxes

The Variable Sub-Accounts Performance Information
The Fixed Account Options

Transfers Statement of Additional Information Table of Contents
Expenses
Access To Your Money

</TABLE>

<PAGE>
Important Terms

This prospectus uses a number of important terms that you may not be familiar
with. The index below identifies the page that describes each term. The first
use of each term in this prospectus appears in highlights.

<TABLE>
<CAPTION>
Page
<S> <C>
Accumulation Phase
Accumulation Unit
Accumulation Unit Value
Annuitant
Automatic Additions Program
Automatic Portfolio Rebalancing Program
Beneficiary
Cancellation Period
*Contract
Contract Anniversary
Contract Owner ("You")
Contract Value
Contract Year
Death Benefit Anniversary
Death Benefit Combination Option
Dollar Cost Averaging Fixed Account Options
Dollar Cost Averaging Program
Due Proof of Death Fixed Account Options
Free Withdrawal Amount
Funds
Income and Death Benefit Combination Option 2
Income Benefit Combination Option 2
Income Plan Investment Alternatives
Issue Date
Northbrook ("We")
Payout Phase
Payout Start Date
Performance Death Benefit Option
Portfolios
Qualified Contracts
Right to Cancel
SEC
Settlement Value
Systematic Withdrawal Program
Valuation Date
Variable Account
Variable Sub-Account
</TABLE>

* In certain states the Contract is available only as a group Contract. If you
purchase a group Contract,we will issue you a certificate that represents your
ownership and that summarizes the provisions of the group Contract. References
to "Contract" in this prospectus include certificates, unless the context
requires otherwise.

<PAGE>
The Contract at a Glance

The following is a snapshot of the Contract. Please read the remainder of this
prospectus for more information.

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Flexible Payments You can purchase a Contract with an
initial purchase payment of $10,000
or more. You can add to your Contract
as often and as much as you like,
but each payment must be at
least $100. You must maintain a
minimum account size of $1000.

Right to Cancel You may cancel your Contract
within 20 days of receipt or any
longer period as your state may
require ("Cancellation Period"). Upon
cancellation, we will return your
purchase payments adjusted, to the
extent applicable law permits, to
reflect the investment experience
of any amounts allocated to the
Variable Account.

Expenses o You will bear the following expenses:

o Total Variable Account annual fees equal
to 1.45% of average daily net assets
(1.58% if you select the Performance
Death Benefit Option, 1.69%
if you select the Death Benefit
Combination, 1,75% if you select
the Income Benefit Combination Option 2
and 1.95% if you select the Income and
Death Benefit Combination Option 2.)

o Annual contract maintenance
charge of $35(waived in certain
cases)

o Withdrawal charges not to exceed
1% of purchase payment(s)
withdrawn (with certain
exceptions)

o Transfer fee of $10 after 12th
transfer in any Contract Year
(fee currently waived)

o State premium tax (if your state
imposes one)

In addition, each Portfolio pays
expenses that you will bear indirectly
if you invest in a Variable
Sub-Account.

<PAGE>
Investment Alternatives The Contract offers 39
investment alternatives including:

o 3 Fixed Account Options (which
credit interest at rates we
guarantee)

o 36 Variable Sub-Accounts
investing in Portfolios offering
professional money management by
these investment advisers:

o A I M ADVISORS, INC.
o ALLIANCE CAPITAL MANAGEMENT, L.P.
o MILLER ANDERSON & SHERRED, LLP
o MORGAN STANLEY DEAN WITTER ADVISORS, INC.
o MORGAN STANLEY ASSET MANAGEMENT
o PUTNAM INVESTMENT MANAGEMENT, INC.
o VAN KAMPEN ASSET MANAGEMENT INC.

To find out current rates being paid
on the Fixed Account Options, or to
find out how the Variable Sub-Accounts
have performed, call us at
1-800-654-2397.

Special Services For your convenience, we offer these special services:

o Automatic Additions Program
o Automatic Portfolio Rebalancing Program
o Dollar Cost Averaging Program
o Systematic Withdrawal Program

Income Payments You can choose fixed income
payments, variable income payments, or
a combination of the two. You can
receive your income payments in one of
the following ways:

o life income with payments guaranteed for 10 years
o joint and survivor life income with guaranteed payments
o guaranteed payments for a specified period

Death Benefits If you or the Annuitant dies
before the Payout Start Date, we will
pay the death benefit described in the
Contract. We also offer 3 Death
Benefit Options.

Transfers Before the Payout Start Date, you may
transfer your Contract value
("Contract Value") among the
investment alternatives, with certain
restrictions. Transfers must be at
least $100 or the total amount in the
investment alternative, whichever is
less.

We do not currently impose a fee upon
transfers. However, we reserve the
right to charge $10 per transfer after
the 12th transfer in each "Contract
Year," which we measure from the date
we issue your contract or a Contract
anniversary ("Contract Anniversary").

Withdrawals You may withdraw some or all of your
Contract Value at anytime during the
Accumulation Phase. In general, you
must withdraw at least $100 at a time
or the total amount in the investment
alternative, if less. A 10% federal
tax penalty may apply if you withdraw
before you are 59 1/2 years old. A
withdrawal charge also may apply.

</TABLE>

<PAGE>
How the Contract Works

The Contract basically works in two ways.

First, the Contract can help you (we assume you are the "Contract owner") save
for retirement because you can invest in up to 39 investment alternatives and
pay no federal income taxes on any earnings until you withdraw them. You do this
during what we call the "Accumulation Phase" of the Contract. The Accumulation
Phase begins on the date we issue your Contract (we call that date the "Issue
Date") and continues until the Payout Start Date, which is the date we apply
your money to provide income payments. During the Accumulation Phase, you may
allocate your purchase payments to any combination of the Variable Sub-Accounts
and/or the Fixed Account Options. If you invest in the Fixed Account Options,
you will earn a fixed rate of interest that we declare periodically. If you
invest in any of the Variable Sub-Accounts, your investment return will vary up
or down depending on the performance of the corresponding Portfolios.

Second, the Contract can help you plan for retirement because you can use it to
receive retirement income for life and/or for a pre-set number of years, by
selecting one of the income payment options (we call these "Income Plans")
described on page __. You receive income payments during what we call the
"Payout Phase" of the Contract, which begins on the Payout Start Date and
continues until we make the last payment required by the Income Plan you select.
During the Payout Phase, if you select a fixed income payment option, we
guarantee the amount of your payments, which will remain fixed. If you select a
variable income payment option, based on one or more of the Variable
Sub-Accounts, the amount of your payments will vary up or down depending on the
performance of the corresponding Portfolios. The amount of money you accumulate
under your Contract during the Accumulation Phase and apply to an Income Plan
will determine the amount of your income payments during the Payout Phase.

The timeline below illustrates how you might use your Contract.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
ISSUE ACCUMULATION PHASE PAYOUT START DATE PAYOUT PHASE
DATE

------------------------------------------------------------------------------------------------------------------>
| | | |
You buy You save for retirement You elect to You can receive Or you can
a Contract receive income income payments receive income
payments or for a set period payments for life
receive a lump
sum payment

</TABLE>

As the Contract owner, you exercise all of the rights and privileges provided by
the Contract. If you die, any surviving Contract owner or, if there is none, the
Beneficiary will exercise the rights and privileges provided by the Contract.
See "The Contract." In addition, if you die before the Payout Start Date, we
will pay a death benefit to any surviving Contract owner, or if there is none,
to your Beneficiary. See "Death Benefits."

Please call us at 1-800-654-2397 if you have any question about how the Contract
works.

Expense Table

The table below lists the expenses that you will bear directly or indirectly
when you buy a Contract. The table and the examples that follow do not reflect
premium taxes that may be imposed by the state where you reside. For more
information about Variable Account expenses, see "Expenses," below. For more
information about Portfolio expenses, please refer to the accompanying
prospectuses for the Funds.

<PAGE>
Contract Owner Transaction Expenses

Withdrawal Charge (as a percentage of purchase payments withdrawn)*

Number of Complete Years Since We Received
the Purchase Payment Being Withdrawn: 0 1
Applicable Charge: 1% 0%

Annual Contract Maintenance Charge $35.00**
Transfer Fee $10.00***

* Each Contract Year, you may withdraw up to 15% of the aggregate amount of
your purchase payments as of the beginning of the Contract Year without
incurring a withdrawal charge.

** We will waive this charge in certain cases. See "Expenses."

*** Applies solely to the thirteenth and subsequent transfers within a Contract
Year excluding transfers due to dollar cost averaging and automatic
portfolio rebalancing. We are currently waiving the transfer fee.

Variable Account Annual Expenses (as a percentage of average daily net asset
value deducted from each Variable Sub-Account)

Mortality and Expense Risk Charge 1.35%*
Administrative Expense Charge 0.10%
Total Variable Account Annual Expenses 1.45%

* If you select the Performance Death Benefit Option the mortality and
expense risk charge is 1.48%. If you select the Death Benefit Combination
Option the mortality and expense risk charge is 1.59%. If you select the
Income Benefit Combination Option 2 the mortality and expense risk charge
is 1.65%. If you select the Income and Death Benefit Combination Option 2
the mortality and expense risk charge is 1.85%.

PORTFOLIO ANNUAL EXPENSES (After Voluntary Reductions and Reimbursements) (as a
percentage of Portfolio average daily net assets)(1)
<TABLE>
<CAPTION>

Management Other Total Portfolio
Portfolio Fees Rule 12b-1 Fees Expenses Annual Expenses

--------------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER VARIABLE INVESTMENT
SERIES (CLASS Y SHARES)(2)

--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Money Market 0.50% 0.25% 0.02% 0.77%
--------------------------------------------------------------------------------------------------------------------------------
Quality Income Plus 0.50% 0.25% 0.02% 0.77%
--------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond 0.45% 0.25% 0.17% 0.87%
--------------------------------------------------------------------------------------------------------------------------------
High Yield 0.50% 0.25% 0.03% 0.78%
--------------------------------------------------------------------------------------------------------------------------------
Utilities 0.64% 0.25% 0.03% 0.92%
--------------------------------------------------------------------------------------------------------------------------------
Income Builder 0.75% 0.25% 0.06% 1.06%
--------------------------------------------------------------------------------------------------------------------------------
Dividend Growth 0.51% 0.25% 0.01% 0.77%
--------------------------------------------------------------------------------------------------------------------------------
Aggressive Equity 0.42% 0.25% 0.10% 0.77%
--------------------------------------------------------------------------------------------------------------------------------
Capital Growth 0.65% 0.25% 0.07% 0.97%
--------------------------------------------------------------------------------------------------------------------------------
Global Dividend Growth 0.75% 0.25% 0.08% 1.08%
--------------------------------------------------------------------------------------------------------------------------------
European Growth 0.95% 0.25% 0.09% 1.29%
--------------------------------------------------------------------------------------------------------------------------------
Pacific Growth 0.95% 0.25% 0.47% 1.67%
--------------------------------------------------------------------------------------------------------------------------------
Equity 0.49% 0.25% 0.02% 0.76%
--------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index(3) 0.39% 0.25% 0.09% 0.73%
--------------------------------------------------------------------------------------------------------------------------------
Competitive Edge "Best Ideas" 0.44% 0.25% 0.12% 0.81%
--------------------------------------------------------------------------------------------------------------------------------
Strategist 0.50% 0.25% 0.02% 0.77%
--------------------------------------------------------------------------------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC.(4)

--------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity 0.42% -- 1.37% 1.79%
--------------------------------------------------------------------------------------------------------------------------------
Equity Growth 0.29% -- 0.56% 0.85%
--------------------------------------------------------------------------------------------------------------------------------
International Magnum 0.29% -- 0.87% 1.16%
--------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value 0.43% -- 0.62% 1.05%
--------------------------------------------------------------------------------------------------------------------------------
U.S. Real Estate 0.00% -- 1.10% 1.10%

--------------------------------------------------------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST(5)

--------------------------------------------------------------------------------------------------------------------------------
Emerging Growth 0.67% -- 0.18% 0.85%
--------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS

--------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth 0.80% -- 1.62% 2.42%
--------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip 0.75% -- 0.55% 1.30%
--------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation Fund 0.62% -- 0.11% 0.73%
--------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth Fund 0.63% -- 0.10% 0.73%
--------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value Fund 0.61% -- 0.15% 0.76%
--------------------------------------------------------------------------------------------------------------------------------

ALLIANCE VARIABLE PRODUCTS SERIES FUND(6)

--------------------------------------------------------------------------------------------------------------------------------
Growth Portfolio 0.75% 0.25% 0.12% 1.12%
--------------------------------------------------------------------------------------------------------------------------------
Growth and Income Portfolio 0.63% 0.25% 0.09% 0.97%
--------------------------------------------------------------------------------------------------------------------------------
Premier Growth Portfolio 1.00% 0.25% 0.04% 1.29%
--------------------------------------------------------------------------------------------------------------------------------

<PAGE>

PUTNAM VARIABLE TRUST (CLASS IB SHARES) (7)

--------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income Fund 0.46% 0.15% 0.04% 0.65%
--------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth Fund 0.80% 0.15% 0.22% 1.17%
--------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities 1.08% 0.15% 0.33% 1.56%
--------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities 0.54% 0.15% 0.05% 0.74%
--------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth 0.53% 0.15% 0.37% 1.05%
-------------------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager Fund 0.53% 0.15% 0.04% 0.72%
--------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Figures shown in the Table are for the year ended December 31, 1999, unless
otherwise noted.

(2) Class Y of the Morgan Stanley Dean Witter Variable Investment Series has a
distribution plan or "Rule 12b-1" plan as described in that Fund's
prospectus. Because no Class Y shares were issued as of December 31, 1999,
figures (other than "12b-1 fees") are based on the expenses of the Fund's
Class X shares for the fiscal year ended December 31, 1999, plus Class Y's
maximum annual Rule 12b-1 fee of 0.25%.

(3) Morgan Stanley Dean Witter Advisors Inc. has permanently undertaken to
assume all expenses of the S&P 500 Index Portfolio (except for brokerage
fees) and to waive the compensation provided in its management agreement
with the Fund to the extent that such expenses and compensation on an
annualized basis exceed .050% of the daily net assets of the S&P 500 Index
Portfolio.

(4) Morgan Stanley Asset Management has voluntarily agreed to a reduction in
its management fees and to reimburse the Portfolios for which it acts as
investment adviser for certain expenses of the Portfolios. Absent such
reductions, the management fees, other expenses, and total annual Portfolio
expenses would have been as follows:

<TABLE>
<CAPTION>
Management Fees Other Expenses Total Annual
Portfolio Expenses

<S> <C> <C> <C>
Emerging Markets Equity 1.25% 1.37% 2.62%
--------------------------------------------------------------------------------------------
Equity Growth 0.55% 0.56% 1.11%
--------------------------------------------------------------------------------------------
International Magnum 0.80% 0.87% 1.67%
--------------------------------------------------------------------------------------------
Mid-Cap Value 0.75% 0.62% 1.37%
--------------------------------------------------------------------------------------------
U.S. Real Estate 0.80% 1.10% 1.90%

</TABLE>

(5) Van Kampen Asset Management Inc. has voluntarily agreed to a reduction in
its management fees and to reimburse the Emerging Growth Portfolio for which
it acts as investment adviser if such fees would cause "Total Portfolio
Annual Expenses" to exceed the amount set forth in the table above. Absent
such reductions, the management fees, other expenses, and total annual
Portfolio expenses would have been 0.70%, 0.18%, and .88%, respectively.

(6) Class B of the Alliance Variable Products Series Fund has a distribution
plan or "Rule 12b-1 plan" as described in that Fund's prospectus. The Class
B shares were first issued on July 14, 1999.

(7) Figures shown in the table include amounts paid through expense offset and
brokerage service arrangements.

<PAGE>

EXAMPLE 1

The example below shows the dollar amount of expenses that you would bear
directly or indirectly if you:

- invested $1,000 in a Variable Sub-Account,
- earned a 5% annual return on your investment,
- surrendered your Contract or you began receiving income payments for a
specified period of less than 120 months at the end of each time period,
and
- elected the Income and Death Benefit Combination Option 2.

The example does not include any taxes or tax penalties You may be required to
pay if you surrender your Contract.

<TABLE>
<CAPTION>
Variable Sub-Account 1 Year 3 Years 5 Years 10 Years

------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
AIM VARIABLE INSURANCE FUNDS

------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value
------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCTS SERIES FUNDS

------------------------------------------------------------------------------------------------------------------------------
Alliance Growth
-----------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income
------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth
------------------------------------------------------------------------------------------------------------------------------

<PAGE>
MORGAN STANLEY DEAN WITTER V.I.S

------------------------------------------------------------------------------------------------------------------------------
Money Market
------------------------------------------------------------------------------------------------------------------------------
Quality Income Plus
------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond
------------------------------------------------------------------------------------------------------------------------------
High Yield
------------------------------------------------------------------------------------------------------------------------------
Utilities
------------------------------------------------------------------------------------------------------------------------------
Income Builder
------------------------------------------------------------------------------------------------------------------------------
Dividend Growth
--------------------------------------------------------------------------------------------------------------------------
Capital Growth
------------------------------------------------------------------------------------------------------------------------------
Global Dividend Growth
------------------------------------------------------------------------------------------------------------------------------
European Growth
------------------------------------------------------------------------------------------------------------------------------
Pacific Growth
------------------------------------------------------------------------------------------------------------------------------
Equity
------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index
------------------------------------------------------------------------------------------------------------------------------
Competitive Edge "Best Ideas"
------------------------------------------------------------------------------------------------------------------------------
Strategist
------------------------------------------------------------------------------------------------------------------------------
Aggressive Equity
------------------------------------------------------------------------------------------------------------------------------

THE UNIVERSAL INSTITUTIONAL FUNDs, INC.

------------------------------------------------------------------------------------------------------------------------------
U.S. Real Estate
------------------------------------------------------------------------------------------------------------------------------
International Magnum
------------------------------------------------------------------------------------------------------------------------------
Equity Growth
------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity
------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value
------------------------------------------------------------------------------------------------------------------------------

PUTNAM VARIABLE TRUST

------------------------------------------------------------------------------------------------------------------------------
Putnam VT Growth and Income
------------------------------------------------------------------------------------------------------------------------------
Putnam VT International Growth
------------------------------------------------------------------------------------------------------------------------------
Putnam VT International New Opportunities
------------------------------------------------------------------------------------------------------------------------------
Putnam VT New Opportunities
------------------------------------------------------------------------------------------------------------------------------
Putnam VT OTC & Emerging Growth
------------------------------------------------------------------------------------------------------------------------------
Putnam VT Voyager

------------------------------------------------------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST

------------------------------------------------------------------------------------------------------------------------------
Emerging Growth
------------------------------------------------------------------------------------------------------------------------------

<PAGE>

EXAMPLE 2

Same assumptions as Example 1 above, except that you decided not to surrender
your Contract, or you began receiving income payments (for at least 120 months
if under an Income Plan with a specified period), at the end of each period.

Variable Sub-Account 1 Year 3 Years 5 Years 10 Years

------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS

------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Aggressive Growth
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Blue Chip
-------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Capital Appreciation
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Growth
------------------------------------------------------------------------------------------------------------------------------
AIM V.I. Value
------------------------------------------------------------------------------------------------------------------------------

ALLIANCE VARIABLE PRODUCTS SERIES FUNDS

------------------------------------------------------------------------------------------------------------------------------
Alliance Growth
------------------------------------------------------------------------------------------------------------------------------
Alliance Growth and Income
------------------------------------------------------------------------------------------------------------------------------
Alliance Premier Growth
------------------------------------------------------------------------------------------------------------------------------

MORGAN STANLEY DEAN WITTER V.I.S

------------------------------------------------------------------------------------------------------------------------------
Money Market
------------------------------------------------------------------------------------------------------------------------------
Quality Income Plus
------------------------------------------------------------------------------------------------------------------------------
Short-Term Bond
------------------------------------------------------------------------------------------------------------------------------
High Yield
------------------------------------------------------------------------------------------------------------------------------
Utilities
------------------------------------------------------------------------------------------------------------------------------
Income Builder
-----------------------------------------------------------------------------------------------------------------------------
Dividend Growth
------------------------------------------------------------------------------------------------------------------------------
Capital Growth
------------------------------------------------------------------------------------------------------------------------------
Global Dividend Growth
------------------------------------------------------------------------------------------------------------------------------
European Growth
------------------------------------------------------------------------------------------------------------------------------
Pacific Growth
------------------------------------------------------------------------------------------------------------------------------
Equity
------------------------------------------------------------------------------------------------------------------------------
S&P 500 Index
------------------------------------------------------------------------------------------------------------------------------
Competitive Edge "Best Ideas"
------------------------------------------------------------------------------------------------------------------------------
Strategist
------------------------------------------------------------------------------------------------------------------------------
Aggressive Equity
------------------------------------------------------------------------------------------------------------------------------

THE UNIVERSAL INSTITUTIONAL FUNDS, INC.

------------------------------------------------------------------------------------------------------------------------------
U.S. Real Estate
------------------------------------------------------------------------------------------------------------------------------
International Magnum
----------------------------------------------------------------------------------------------------------------------------
Equity Growth
------------------------------------------------------------------------------------------------------------------------------
Emerging Markets Equity
------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value
------------------------------------------------------------------------------------------------------------------------------

PUTNAM VARIABLE TRUST

VAN KAMPEN LIFE INVESTMENT TRUST

Please remember that you are looking at examples and not a representation of
past or future expenses. Your actual expenses may be lower or greater than those
shown above. Similarly, your rate of return may be lower or greater than 5%,
which is not guaranteed. The above examples assume the election of the Income
and Death Benefit Combination Option 2, with a mortality and expense risk charge
of 1.85%. If that option were not elected, the expense figures shown above would
be slightly lower. To reflect the contract maintenance charge in the examples,
we estimated an equivalent percentage charge, based on an assumed average
Contract size of $45,000.

<PAGE>
Financial Information

To measure the value of your investment in the Variable Sub-Accounts during the
Accumulation Phase, we use a unit of measure we call the "Accumulation Unit."
Each Variable Sub-Account has a separate value for its Accumulation Units we
call the "Accumulation Unit Value." Accumulation Unit Value is similar to, but
not the same as, the share price of a mutual fund.

No Accumulation Unit Values are shown for the Contracts that were first offered
as of the date of this prospectus. The financial statements of the Variable
Account and Northbrook also appear in the Statement of Additional Information.

<PAGE>
The Contract

CONTRACT OWNER

The Variable Annuity 3 AssetManager is a contract between you, the Contract
owner, and Northbrook, a life insurance company. As the Contract owner, you may
exercise all of the rights and privileges provided to you by the Contract. That
means it is up to you to select or change (to the extent permitted):

o the investment alternatives during the Accumulation and Payout Phases,

o the amount and timing of your purchase payments and withdrawals,

o the programs you want to use to invest or withdraw money,

o the income payment plan you want to use to receive retirement income,

o the Annuitant (either yourself or someone else) on whose life the income
payments will be based,

o the Beneficiary or Beneficiaries who will receive the benefits that the
Contract provides when the last surviving Contract owner dies, and

o any other rights that the Contract provides.

If you die, any surviving Contract owner, or , if none, the Beneficiary will
exercise the rights and privileges provided to them by the Contract. The
Contract cannot be jointly owned by both a non-natural person and a natural
person. The maximum issue age for the Contract without any rider is age 90.

You can use the Contract with or without a qualified plan. A "qualified plan" is
a retirement savings plan, such as an IRA or tax-sheltered annuity, that meets
the requirements of the Internal Revenue Code. Qualified plans may limit or
modify your rights and privileges under the Contract. We use the term "Qualified
Contract" to refer to a Contract used with a qualified plan. See "Qualified
Plans" on page __.

ANNUITANT

The Annuitant is the individual whose life determines the amount and duration of
income payments (other than under Income Plans with guaranteed payments for a
specified period). The Annuitant must be a natural person.

You initially designate an Annuitant in your application. If the Contract owner
is a natural person, you may change the Annuitant at any time prior to the
Payout Start Date. Once we receive your change request, any change will be
effective at the time you sign the written notice. We are not liable for any
payment we make or other action we take before receiving any written request
from you. Before the Payout Start Date, you may designate a joint Annuitant, who
is a second person on whose life income payments depend. If the Annuitant dies
prior to the Payout Start Date, the new Annuitant will be the youngest Contract
owner, otherwise, the youngest Beneficiary, unless the Contract owner names a
different Annuitant.

<PAGE>
BENEFICIARY

The Beneficiary is the person who may elect to receive the death benefit or
become the new Contract owner if the sole surviving Contract owner dies before
the Payout Start Date. If the sole surviving Contract owner dies after the
Payout Start Date, the Beneficiary will receive any guaranteed income payments
scheduled to continue.

You may name one or more Beneficiaries when you apply for a Contract. You may
change or add Beneficiaries at any time by writing to us, unless you have
designated an irrevocable Beneficiary. We will provide a change of Beneficiary
form to be signed and filed with us. Any change will be effective at the time
you sign the written notice, whether or not the Annuitant is living when we
receive the notice. Until we receive your written notice to change a
Beneficiary, we are entitled to rely on the most recent Beneficiary information
in our files. We will not be liable as to any payment or settlement made prior
to receiving the written notice. Accordingly, if you wish to change your
Beneficiary, you should deliver your written notice to us promptly.

If you did not name a Beneficiary or, if the named Beneficiary is no longer
living and there are no other surviving Beneficiaries, the new Beneficiary will
be:

o your spouse, if he or she is still alive, otherwise

o your surviving children equally, or if you have no surviving children,

o your estate.

If more than one Beneficiary survives you, (or the Annuitant, if the Contract
owner is not a natural person) we will divide the death benefit among your
Beneficiaries according to your most recent written instructions. If you have
not given us written instructions, we will pay the death benefit in equal
amounts to the surviving Beneficiaries.

MODIFICATION OF THE CONTRACT

Only a Northbrook officer may approve a change in or waive any provision of the
Contract. Any change or waiver must be in writing. None of our agents has the
authority to change or waive the provisions of the Contract. We may not change
the terms of the Contract without your consent, except to conform the Contract
to applicable law or changes in the law. If a provision of the Contract is
inconsistent with state law, we will follow state law.

ASSIGNMENT

We will not honor an assignment of an interest in a Contract as collateral or
security for a loan. However, you may assign periodic income payments under the
Contract prior to the Payout Start Date. No Beneficiary may assign benefits
under the Contract until they are payable to the Beneficiary. We will not be
bound by any assignment until the assignor signs it and files it with us. We are
not responsible for the validity of any assignment. Federal law prohibits or
restricts the assignment of benefits under many types of retirement plans and
the terms of such plans may themselves contain restrictions on assignments. An
assignment may also result in taxes or tax penalties. You should consult with an
attorney before trying to assign your Contract.

<PAGE>
Purchases

MINIMUM PURCHASE PAYMENTS

Your initial purchase payment must be at least $10,000. We may increase or
decrease this minimum in the future. You may make additional purchase payments
of at least $100 at any time prior to the Payout Start Date. We reserve the

right to reduce the minimum or limit the maximum amount of purchase payments we
will accept. We also reserve the right to reject any application.

AUTOMATIC ADDITIONS PROGRAM

You may make subsequent purchase payments of at least $100 by automatically
transferring amounts from your bank account or your Morgan Stanley Dean Witter
Active Assets Account. Please consult your Morgan Stanley Dean Witter Financial
Advisor for details.

ALLOCATION OF PURCHASE PAYMENTS

At the time you apply for a Contract, you must decide how to allocate your
purchase payments among the investment alternatives. The allocation you specify
on your application will be effective immediately. All allocations must be in
whole percentages that total 100% or in whole dollars. The minimum you may
allocate to any investment alternative is $100. You can change your allocations
by notifying us in writing.

We will allocate your purchase payments to the investment alternatives according
to your most recent instructions on file with us. Unless you notify us in
writing otherwise, we will allocate subsequent purchase payments according to
the allocation for the previous purchase payment. We will effect any change in
allocation instructions at the time we receive written notice of the change in
good order.

We will credit the initial purchase payment that accompanies your completed
application to your Contract within 2 business days after we receive the payment
at our headquarters. If your application is incomplete, we will ask you to
complete your application within 5 business days. If you do so, we will credit
your initial purchase payment to your Contract within that 5 business day
period. If you do not, we will return your purchase payment at the end of the 5
business day period unless you expressly allow us to hold it until you complete
the application. We will credit subsequent purchase payments to the Contract on
the business day that we receive the purchase payment at our headquarters.

We use the term "business day" to refer to each day Monday through Friday that
the New York Stock Exchange is open for business. We also refer to these days as
"Valuation Dates." If we receive your purchase payment after 3 p.m. Central Time
on any Valuation Date, we will credit your purchase payment using the
Accumulation Unit Values computed on the next Valuation Date.

RIGHT TO CANCEL

You may cancel the Contract within the Cancellation Period, which is the 20-day
period after you receive the Contract or such longer period as your state may
require. If you exercise this Right to Cancel, the Contract terminates and we
will pay you the full amount of your purchase payments allocated to the Fixed
Account Options. We also will return your purchase payments allocated to the
Variable Account after an adjustment, to the extent applicable law permits, to
reflect investment gain or loss that occurred from the date of allocation
through the date of cancellation. Some states may require us to return a greater
amount to you. If your contract is qualified under Section 408 of the Internal
Revenue Code, we will refund the greater of any purchase payments or the
Contract Value.

<PAGE>
Contract Value

On the Issue Date, the Contract Value is equal to the initial purchase payment.
Thereafter, your Contract Value at any time during the Accumulation Phase is
equal to the sum of the value of your Accumulation Units in the Variable
Sub-Accounts you have selected, plus the value of your investment in the Fixed
Account Options.

ACCUMULATION UNITS

To determine the number of Accumulation Units of each Variable Sub-Account to
allocate to your Contract, we divide (i) the amount of the purchase payment or
transfer you have allocated to a Variable Sub-Account by (ii) the Accumulation
Unit Value of that Variable Sub-Account next computed after we receive your
payment or transfer. For example, if we receive a $10,000 purchase payment
allocated to a Variable Sub-Account when the Accumulation Unit Value for the
Sub-Account is $10, we would credit 1,000 Accumulation Units of that Variable
Sub-Account to your Contract. Withdrawals and transfers from a Variable
Sub-Account would, of course, reduce the number of Accumulation Units of that
Sub-Account allocated to your Contract.

ACCUMULATION UNIT VALUE

As a general matter, the Accumulation Unit Value for each Variable Sub-Account
will rise or fall to reflect:

o changes in the share price of the Portfolio in which the Variable
Sub-Account invests, and

o the deduction of amounts reflecting the mortality and expense risk charge,
administrative expense charge, and any provision for taxes that have
accrued since we last calculated the Accumulation Unit Value.

We determine contract maintenance charges, withdrawal charges, and transfer fees
(currently waived) separately for each Contract. They do not affect Accumulation
Unit Value. Instead, we obtain payment of those charges and fees by redeeming
Accumulation Units. For details on how we calculate Accumulation Unit Value,
please refer to the Statement of Additional Information.

We determine a separate Accumulation Unit Value for each Variable Sub-Account on
each Valuation Date. We also determine a second set of Accumulation Unit Values
that reflect the cost of the Performance Death Benefit Option, a third set of
Accumulation Unit Values that reflect the cost of the Death Benefit Combination
Option, a fourth set of Accumulation Unit Values that reflect the cost of the
Income Benefit Combination Option 2, and a fifth set of Accumulation Unit Values
that reflect the cost of the Income and Death Benefit Combination Option 2.

You should refer to the prospectuses for the Funds that accompany this
prospectus for a description of how the assets of each Portfolio are valued,
since that determination directly bears on the Accumulation Unit Value of the
corresponding Variable Sub-Account and, therefore, your Contract Value.

<PAGE>
Investment Alternatives: The Variable Sub-Accounts

You may allocate your purchase payments to up to 36 Variable Sub-Accounts. Each
Variable Sub-Account invests in the shares of a corresponding Portfolio. Each
Portfolio has its own investment objective(s) and policies. We briefly describe
the Portfolios below.

For more complete information about each Portfolio, including expenses and risks
associated with the Portfolio, please refer to the accompanying prospectuses for
the Funds. You should carefully review the Fund prospectuses before allocating
amounts to the Variable Sub-Accounts.

<TABLE>
<CAPTION>
<S> <C> <C>
Portfolio: Each Portfolio Seeks: Investment Adviser:
-----------------------------------------------------------------------------------------------------------------------------------
AIM VARIABLE INSURANCE FUNDS*
AIM V.I. Aggressive Growth Long-term growth of capital
AIM V.I. Blue Chip Long-term growth of capital with a secondary
objective of current income. A I M Advisors,
AIM V.I. Capital Appreciation Fund Growth of capital Inc.
AIM V.I. Growth Fund Growth of capital
AIM V.I. Value Fund Long-term growth of capital

-----------------------------------------------------------------------------------------------------------------------------------
ALLIANCE VARIABLE PRODUCTS SERIES FUND
Growth Portfolio Long-term growth of capital. Current income is
incidental to the Portfolio's objective Alliance Capital
Growth and Income Portfolio Reasonable current income and reasonable opportunity Management, L.P.
for appreciation
Premier Growth Portfolio Growth of capital by pursuing aggressive investment
policies

-----------------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY DEAN WITTER VARIABLE Morgan Stanley Dean Witter
INVESTMENT SERIES Advisors, Inc.
Money Market Portfolio High current income, preservation of capital, and
liquidity

Quality Income Plus Portfolio High current income and, as a secondary objective,
capital appreciation when consistent with its primary
objective

Short-Term Bond Portfolio High current income consistent with preservation of
capital

High Yield Portfolio High current income and, as a secondary objective,
capital appreciation when consistent with its primary
objective

Utilities Portfolio Current income and long-term growth of income and
capital

Income Builder Portfolio Reasonable income and, as a secondary objective, growth
of capital

Dividend Growth Portfolio Reasonable current income and long-term growth of
income and capital

Capital Growth Portfolio Long-term capital growth

Global Dividend Growth Portfolio Reasonable current income and long-term
growth of income and capital

European Growth Portfolio To maximize the capital appreciation on its
investments

Pacific Growth Portfolio To maximize the capital appreciation of its
investments

Aggressive Equity Portfolio Capital growth

Equity Portfolio Growth of capital and, as a secondary objective, income
when consistent with its Primary objective.

S&P 500 Index Portfolio Investment results that, before expenses,
correspond to the total return of the Standard
and Poor's 500 Composite Stock Price Index

Competitive Edge "Best Ideas" Portfolio Long-term capital growth

Strategist Portfolio High total investment return
<PAGE>

----------------------------------------------------------------------------------------------------------------------------------
THE UNIVERSAL INSTITUTIONAL FUNDS, INC. Morgan Stanley Asset Management

Equity Growth Portfolio Long-term capital appreciation
U.S. Real Estate Portfolio Above-average current income and
long-term capital appreciation
International Magnum Portfolio Long-term capital appreciation
Emerging Markets Equity Portfolio Long-term capital appreciation

-----------------------------------------------------------------------------------------------------------------------------------
Mid-Cap Value Above-average total return over a Miller
market cycle of three to five years Anderson &
Sherrerd, LLP

-----------------------------------------------------------------------------------------------------------------------------------
PUTNAM VARIABLE TRUST Putnam Investment
Management, Inc.
Putnam VT Growth and Income Fund Capital growth and income
Putnam VT International Growth Fund Capital appreciation
Putnam VT International
New Opportunities Fund Long-term capital appreciation
Putnam VT New Opportunities Fund Long-term capital appreciation
Putnam VT OTC & Emerging Growth Fund Capital appreciation
Putnam VT Voyager Fund Capital appreciation

-----------------------------------------------------------------------------------------------------------------------------------
VAN KAMPEN LIFE INVESTMENT TRUST Van Kampen Asset Management Inc.
Emerging Growth Portfolio Capital appreciation

</TABLE>

* A Portfolio's investment objective may be changed by the Fund's Board of
Trustees without shareholder approval.

AMOUNTS YOU ALLOCATE TO VARIABLE SUB-ACCOUNTS MAY GROW IN VALUE, DECLINE IN
VALUE, OR GROW LESS THAN YOU EXPECT, DEPENDING ON THE INVESTMENT PERFORMANCE OF
THE PORTFOLIOS IN WHICH THOSE VARIABLE SUB-ACCOUNTS INVEST. YOU BEAR THE
INVESTMENT RISK THAT THE PORTFOLIOS MIGHT NOT MEET THEIR INVESTMENT OBJECTIVES.
SHARES OF THE PORTFOLIOS ARE NOT DEPOSITS, OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY ANY BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

<PAGE>
Investment Alternatives: The Fixed Account

You may allocate all or a portion of your purchase payments to the Fixed Account
Options. We currently offer 3 dollar cost averaging options ("Dollar Cost
Averaging Fixed Account Options"). The Fixed Account Options may not be
available in all states. Northbrook may also limit the availability of the 6 and
12 Month Dollar Cost Averaging Options. Please consult with your Morgan Stanley
Dean Witter Financial Advisor for current information. The Fixed Account
supports our insurance and annuity obligations. The Fixed Account consists of
our general assets other than those in segregated asset accounts. We have sole
discretion to invest the assets of the Fixed Account, subject to applicable law.
Any money you allocate to a Fixed Account Option does not entitle you to share
in the investment experience of the Fixed Account.

DOLLAR COST AVERAGING FIXED ACCOUNT OPTIONS

Basic Dollar Cost Averaging Option. You may establish a Dollar Cost Averaging
Program, as described on page __, by allocating purchase payments to the Basic
Dollar Cost Averaging Option. Purchase payments that you allocate to the Basic
Dollar Cost Averaging Option will earn interest for a 1 year period at the
current rate in effect at the time of allocation. We will credit interest daily
at a rate that will compound over the year to the annual interest rate we
guaranteed at the time of allocation. After the one year period, we will declare
a renewal rate which we guarantee for a full year. Subsequent renewal dates will
be every twelve months for each purchase payment. Renewal rates will not be less
than the minimum guaranteed rate found in the Contract.

You may not transfer funds from other investment alternatives to the Basic
Dollar Cost Averaging Option.

6 and 12 Month Dollar Cost Averaging Options. You also may establish a Dollar
Cost Averaging Program by allocating purchase payments to the Fixed Account
either for 6 months (the "6 Month Dollar Cost Averaging Option") or for 12
months (the "12 Month Dollar Cost Averaging Option"). Your purchase payments
will earn interest for the period you select at the current rates in effect at
the time of allocation. The crediting rates for the 6 and 12 Month Dollar Cost
Averaging Options will never be less than 3% annually.

You must transfer all of your money out of the 6 or 12 Month Dollar Cost
Averaging Options to the Variable Sub-Accounts in equal monthly installments. If
you discontinue a 6 or 12 Month Dollar Cost Averaging Option prior to last
scheduled transfer, we will transfer any remaining money immediately to the
Money Market Variable Sub-Account, unless you request a different Variable
Sub-Account.

You may not transfer funds from other investment alternatives to the 6 or 12
Month Dollar Cost Averaging Options.

Transfers out of the Dollar Cost Averaging Fixed Account Options do not count
towards the 12 transfers you can make without paying a transfer fee.

We may declare more than one interest rate for different monies based upon the
date of allocation to the Dollar Cost Averaging Fixed Account Options. For
current interest rate information, please contact your Morgan Stanley Dean
Witter Financial Advisor or our customer support unit at 1-800-654-2397.

<PAGE>
Investment Alternatives: Transfers

TRANSFERS DURING THE ACCUMULATION PHASE

During the Accumulation Phase, you may transfer the Contract Value among the
investment alternatives. You may not transfer Contract Value into any of the
Dollar Cost Averaging Fixed Account Options. You may request transfers in
writing on a form that we provide or by telephone according to the procedure
described below. The minimum amount that you may transfer is $100 or the total
amount in the investment alternative, whichever is less. We currently do not
assess, but reserve the right to assess, a $10 charge on each transfer in excess
of 12 per Contract Year. We will notify you at least 30 days before we begin
imposing the transfer charge. We treat transfers to or from more than one

Portfolio on the same day as one transfer. Transfers from the Dollar Cost
Averaging Fixed Account Options do not count towards the 12 free transfers each
Contract Year.

We will process transfer requests that we receive before 3:00 p.m. Central Time
on any Valuation Date using the Accumulation Unit Values for that Date. We will
process requests completed after 3:00 p.m. on any Valuation Date using the
Accumulation Unit Values for the next Valuation Date. The Contract permits us to
defer transfers from the Fixed Account Options for up to 6 months from the date
we receive your request. If we decide to postpone transfers for 30 days or more,
we will pay interest as required by applicable law. Any interest would be
payable from the date we receive the transfer request to the date we make the
transfer.

We reserve the right to waive any transfers fees and restrictions.

EXCESSIVE TRADING LIMITS

We reserve the right to limit transfers among the Variable Sub-Accounts if we
determine,in our sole discretion, that transfers by one or more Contract owners
would be to the disadvantage of other Contract owners. We may limit transfers by
taking such steps as:

o imposing a minimum time period between each transfer,

o refusing to accept transfer requests of an agent acting under a power
of attorney on behalf of more than one Contract owner, or

o limiting the dollar amount that a Contract owner may transfer between
the Variable Sub-Accounts and the Fixed Account Options at any one
time.

We may apply the restrictions in any manner reasonably designed to prevent
transfers that we consider disadvantageous to other Contract owners.

We reserve the right to waive any transfer restrictions.

TRANSFERS DURING THE PAYOUT PHASE

During the Payout Phase, you may make transfers among the Variable Sub-Accounts
so as to change the relative weighting of the Variable Sub-Accounts on which
your variable income payments will be based. In addition, you will have a
limited ability to make transfers from the Variable Sub-Accounts to increase the
proportion of your income payments consisting of fixed income payments. You may
not, however, convert any portion of your right to receive fixed income payments
into variable income payments.

You may not make any transfers for the first 6 months after the Payout Start
Date. Thereafter, you may make transfers among the Variable Sub-Accounts or make
transfers from the Variable Sub-Accounts to increase the proportion of your
income payments consisting of fixed income payments. Your transfers must be at
least 6 months apart.

TELEPHONE TRANSFERS

You may make transfers by telephone by calling 1-800-654-2397 if you have on
file a completed authorization form. The cut off time for telephone transfer
requests is 3:00 p.m. Central Time. In the event that the New York Stock
Exchange closes early, i.e., before 3:00 p.m. Central Time, or in the event that
the Exchange closes early for a period of time but then reopens for trading on
the same day, we will process telephone transfer requests as of the close of the
Exchange on that particular day. We will not accept telephone requests received
at any telephone number other than the number that appears in this paragraph or
received after the close of trading on the Exchange.

We may suspend, modify or terminate the telephone transfer privilege at any time
without notice.

We use procedures that we believe provide reasonable assurance that the
telephone transfers are genuine. For example, we tape telephone conversations
with persons purporting to authorize transfers and request identifying
information. Accordingly, we disclaim any liability for losses resulting from
allegedly unauthorized telephone transfers. However, if we do not take
reasonable steps to help ensure that a telephone authorization is valid, we may
be liable for such losses.

DOLLAR COST AVERAGING PROGRAM

Through our Dollar Cost Averaging Program, you may automatically transfer a set
amount every month (or other intervals we may offer) during the Accumulation
Phase from any Variable Sub-Account or the Dollar Cost Averaging Fixed Account
Options to any Variable Sub-Account. Transfers made through dollar cost
averaging must be $100 or more.

We will not charge a transfer fee for transfers made under this Program, nor
will such transfers count against the 12 transfers you can make each Contract
Year without paying a transfer fee.

The theory of dollar cost averaging is that if purchases of equal dollar amounts
are made at fluctuating prices, the aggregate average cost per unit will be less
than the average of the unit prices on the same purchase dates. However,
participation in this Program does not assure you of a greater profit from your
purchases under the Program nor will it prevent or necessarily reduce losses in
a declining market. Call or write us for information on how to enroll.

AUTOMATIC PORTFOLIO REBALANCING PROGRAM

Once you have allocated your money among the Variable Sub-Accounts, the
performance of each Sub-Account may cause a shift in the percentage you
allocated to each Sub- Account. If you select our Automatic Portfolio
Rebalancing Program, we will automatically rebalance the Contract Value in each
Variable Sub-Account and return it to the desired percentage allocations. We
will not include money you allocate to the Fixed Account Options in the
Automatic Portfolio Rebalancing Program.

We will rebalance your account each quarter (or other intervals that we may
offer) according to your instructions. We will transfer amounts among the
Variable Sub- Accounts to achieve the percentage allocations you specify. You
can change your allocations at any time by contacting us in writing or by
telephone. The new allocation will be effective with the first rebalancing that
occurs after we receive your request. We are not responsible for rebalancing
that occurs prior to receipt of your request.

Example:

Assume that you want your initial purchase payment split among 2
Variable Sub- Accounts. You want 40% to be in the High Yield Variable
Sub-Account and 60% to be in the Equity Growth Variable Sub-Account.
Over the next 2 months the bond market does very well while the stock
market performs poorly. At the end of the first quarter, the High Yield
Variable Sub-Account now represents 50% of your holdings because of its
increase in value. If you choose to have your holdings rebalanced
quarterly, on the first day of the next quarter, we would sell some of
your units in the High Yield Variable Sub-Account and use the money to
buy more units in the Equity Growth Variable Sub-Account so that the
percentage allocations would again be 40% and 60% respectively.

The Automatic Portfolio Rebalancing Program is available only during the
Accumulation Phase. The transfers made under the Program do not count towards
the 12 transfers you can make without paying a transfer fee, and are not subject
to a transfer fee.

Portfolio rebalancing is consistent with maintaining your allocation of
investments among market segments, although it is accomplished by reducing your
Contract Value allocated to the better performing segments.

<PAGE>
Expenses

As a Contract owner, you will bear, directly or indirectly, the charges and
expenses described below.

CONTRACT MAINTENANCE CHARGE

During the Accumulation Phase, on each Contract Anniversary, we will deduct a
$35 contract maintenance charge from your Contract Value. This charge will be
deducted on a pro-rata basis from each Variable Sub-Account in the proportion
that your investment in each bears to your Contract Value. We also will deduct a
full contract maintenance charge if you withdraw your entire Contract Value.
During the Payout Phase, we will deduct the charge proportionately from each
income payment.

The charge is to compensate us for the cost of administering the Contracts and
the Variable Account. Maintenance costs include expenses we incur in billing and
collecting purchase payments; keeping records; processing death claims, cash
withdrawals, and policy changes; proxy statements; calculating Accumulation Unit
Values and income payments; and issuing reports to Contract owners and
regulatory agencies. We cannot increase the charge. We will waive this charge
if:

o total purchase payments equal $50,000 or more, or

o all of your money is allocated to the Fixed Account Options as of the
Contract Anniversary.

After the Payout Start Date, we will waive this charge if:

o the Contract Value is $50,000 or more as of the Payout Start Date, or

o all income payments are fixed amount income payments.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a mortality and expense risk charge daily at an annual rate of 1.35%
of the average daily net assets you have invested in the Variable Sub-Accounts

(1.48% if you select the Performance Death Benefit Option, 1.59% if you select
the Death Benefit Combination Option, 1.65% if you select the Income Benefit
Combination Option 2 and 1.85% if you select the Income and Death Benefit
Combination Option 2). The mortality and expense risk charge is for all the
insurance benefits available with your Contract (including our guarantee of
annuity rates and the death benefits), for certain expenses of the Contract, and
for assuming the risk (expense risk) that the current charges will not be
sufficient in the future to cover the cost of administering the Contract. If the
charges under the Contract are not sufficient, then we will bear the loss. We
charge an additional amount for the Death Benefit Options and the Income Benefit
Options to compensate us for the additional risk that we accept by providing
these Options.

We will not increase the mortality and expense risk charge for the life of the
Contract. We assess the mortality and expense risk charge during both the
Accumulation Phase and the Payout Phase.

ADMINISTRATIVE EXPENSE CHARGE

We deduct an administrative expense charge daily at an annual rate of 0.10% of
the average daily net assets you have invested in the Variable Sub-Accounts. We
intend this charge to cover actual administrative expenses that exceed the
revenues from the contract maintenance charge. There is no necessary
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributed to that Contract. We

assess this charge each day during the Accumulation Phase and the Payout Phase.
We will not increase the administrative expense charge for the life of the
Contract.

TRANSFER FEE

We do not currently impose a fee upon transfers among the investment
alternatives. However, we reserve the right to charge $10 per transfer after the
12th transfer in each Contract Year. We will not charge a transfer fee on
transfers that are part of a Dollar Cost Averaging Program or Automatic
Portfolio Rebalancing Program.

<PAGE>

WITHDRAWAL CHARGE

We may assess a withdrawal charge of 1% of the purchase payment(s) you withdraw
if the amount being withdrawn has been invested in the Contract for less than 1
year. However, during each Contract Year, you can withdraw up to 15% of the
aggregate amount of your purchase payments as of the beginning of the Contract
Year without paying the charge. Unused portions of this Free Withdrawal Amount
are not carried forward to future Contract Years.

We will deduct withdrawal charges, if applicable, from the amount paid, unless
you instruct otherwise. For purposes of the withdrawal charge, we will treat
withdrawals as coming from the oldest purchase payments first. However, for
federal income tax purposes, please note that withdrawals are considered to have
come first from earnings, which means you pay taxes on the earnings portion of
your withdrawal.

We do not apply a withdrawal charge in the following situations:

o on the Payout Start Date (a withdrawal charge may apply if you elect to
receive income payments for a specified period of less than 120 months);

o the death of the Contract owner or Annuitant(unless the Settlement Value
is used); and

o withdrawals taken to satisfy IRS minimum distribution rules for the
Contract. This waiver does not apply to Contracts owned by an Individual
Retirement Account.

We use the amounts obtained from the withdrawal charge to pay sales commissions
and other promotional or distribution expenses associated with marketing the
Contracts. To the extent that the withdrawal charge does not cover all sales
commissions and other promotional or distribution expenses, we may use any of
our corporate assets, including potential profit which may arise from the
mortality and expense risk charge or any other charges or fee described above,
to make up any difference.

Withdrawals also may be subject to tax penalties or income tax. You should
consult your own tax counsel or other tax advisers regarding any withdrawals.

PREMIUM TAXES

Some states and other governmental entities (e.g., municipalities) charge
premium taxes or similar taxes. We are responsible for paying these taxes and
will deduct them from your Contract Value. Some of these taxes are due when the
Contract is issued, others are due when income payments begin or upon surrender.
Our current practice is not to charge anyone for these taxes until income
payments begin or when a total withdrawal occurs including payment upon death.
At our discretion, we may discontinue this practice and deduct premium taxes
from the purchase payments. Premium taxes generally range from 0% to 4%,
depending on the state.

At the Payout Start Date, if applicable, we deduct the charge for premium taxes
from each investment alternative in the proportion that the Contract owner's
value in the investment alternative bears to the total Contract Value.

DEDUCTION FOR VARIABLE ACCOUNT INCOME TAXES

We are not currently making a provision for taxes. In the future, however, we
may make a provision for taxes if we determine, in our sole discretion, that we
will incur a tax as a result of the operation of the Variable Account. We will
deduct for any taxes we incur as a result of the operation of the Variable
Account, whether or not we previously made a provision for taxes and whether or
not it was sufficient. Our status under the Internal Revenue Code is briefly
described in the Statement of Additional Information.

OTHER EXPENSES

Each Portfolio deducts advisory fees and other expenses from its assets. You
indirectly bear the charges and expenses of the Portfolios whose shares are held
by the Variable Sub-Accounts. These fees and expenses are described in the
accompanying prospectuses for the Funds. For a summary of current estimates of
those charges and expenses, see pages above. We may receive compensation from
the investment advisers or administrators of the Portfolios for administrative
services we provide to the Portfolios.

<PAGE>
Access to Your Money

You can withdraw some or all of your Contract Value at any time during the
Accumulation Phase. Withdrawals also are available under limited circumstances
on or after the Payout Start Date. See "Income Plans" on page __.

You can withdraw money from the Variable Account and/or the Fixed Account
Options. The amount payable upon withdrawal is the Contract Value (or portion
thereof) next computed after we receive the request for a withdrawal at our
headquarters, less any withdrawal charges, contract maintenance charges, income
tax withholding, penalty tax, and any premium taxes. To complete a partial
withdrawal from the Variable Account, we will cancel Accumulation Units in an
amount equal to the withdrawal and any applicable charges and taxes. We will pay
withdrawals from the Variable Account within 7 days of receipt of the request,
subject to postponement in certain circumstances.

You must name the investment alternative from which you are taking the
withdrawal. If none is named, then the withdrawal request is incomplete and
cannot be honored. In general, you must withdraw at least $100 at a time. You
also may withdraw a lesser amount if you are withdrawing your entire interest in
a Variable Sub-Account.

Withdrawals also may be subject to income tax and a 10% penalty tax, as
described below.

The total amount paid at surrender may be more or less than the total purchase
payments due to prior withdrawals, any deductions, and investment performance.

POSTPONEMENT OF PAYMENTS

We may postpone the payment of any amounts due from the Variable Account under
the Contract if:

1. The New York Stock Exchange is closed for other than usual
weekends or holidays, or trading on the Exchange is otherwise
restricted;

2. An emergency exists as defined by the SEC; or

3. The SEC permits delay for your protection.

In addition, we may delay payments or transfers from the Fixed Account Options
for up to 6 months or shorter period if required by law. If we delay payment or
transfer for 30 days or more, we will pay interest as required by law. Any
interest would be payable from the date we receive the withdrawal request to the
date we make the payment or transfer.

SYSTEMATIC WITHDRAWAL PROGRAM

You may choose to receive systematic withdrawal payments on a monthly basis at
any time prior to the Payout Start Date. The minimum amount of each systematic
withdrawal is $100. We will deposit systematic withdrawal payments into the
Contract owner's bank account or Morgan Stanley Dean Witter Active Assets
Account. Please consult with your Morgan Stanley Dean Witter Financial Advisor
for details.

Depending on fluctuations in the value of the Variable Sub-Accounts and the
value of the Fixed Account Options, systematic withdrawals may reduce or even
exhaust the Contract Value. Income taxes may apply to systematic withdrawals.
Please consult your tax advisor before taking any withdrawal.

We may modify or suspend the Systematic Withdrawal Program and charge a
processing fee for the service. If we modify or suspend the Systematic
Withdrawal Program, existing systematic withdrawal payments will not be
affected.

MINIMUM CONTRACT VALUE

If your request for a partial withdrawal would reduce your Contract Value to
less than $1000, we may treat it as a request to withdraw your entire Contract
Value. Your Contract will terminate if you withdraw all of your Contract Value.
We will, however, ask you to confirm your withdrawal request before terminating
your Contract. If we terminate your Contract, we will distribute to you its
Contract Value, less withdrawal and other applicable charges, and applicable
taxes.

<PAGE>
Income Payments

PAYOUT START DATE

The Payout Start Date is the day that your Contract Value less applicable taxes
is applied to an Income Plan. The Payout Start Date must be:

o at least 30 days after the Issue Date;

o the first day of a calendar month; and

o no later than the first day of the calendar month after the Annuitant's
90th birthday, or the 10th Contract Anniversary, if later.

You may change the Payout Start Date at any time by notifying us in writing of
the change at least 30 days before the scheduled Payout Start Date. Absent a
change, we will use the Payout Start Date stated in your Contract.

INCOME PLANS

An "Income Plan" is a series of payments on a scheduled basis to you or to
another person designated by you. You may choose and change your choice of
Income Plan until 30 days before the Payout Start Date. If you do not select an

Income Plan, we will make income payments in accordance with Income Plan 1 with
payments guarenteed for 10 years. After the Payout Start Date, you may not make
withdrawals (except as described below) or change your choice of Income Plan.

Three Income Plans are available under the Contract. Each is available to
provide:

o fixed income payments;

o variable income payments; or

o a combination of the two.

The three Income Plans are:

Income Plan 1. Life Income with Guaranteed Payments for 10 Years. Under
this plan, we make periodic income payments for at least as long as the
Annuitant lives. If the Annuitant dies before we have made all of the guaranteed
income payments, we will continue to pay the remainder of the guaranteed income
payments as required by the Contract.

Income Plan 2. Joint and Survivor Life Income with Guaranteed Payments.
Under this plan, we make periodic income payments for as long as either the
Annuitant or the joint Annuitant is alive. If both the Annuitant and the Joint
Annuitant die before we have made all of the guaranteed income payments, we will
continue to pay the remainder of the guaranteed payments as required by the
Contract.

Income Plan 3. Guaranteed Payments for a Specified Period (5 to 30 years).
Under this plan, we make periodic income payments for the period you have
chosen. These payments do not depend on the Annuitant's life. A withdrawal
charge may apply if the specified period is less than 10 years. We will deduct
the mortality and expense risk charge from the assets of the Variable Account
supporting this Income Plan even though we may not bear any mortality risk.

The length of any guaranteed payment period under your selected Income Plan
generally will affect the dollar amounts of each income payment. As a general
rule, longer guarantee periods result in lower income payments, all other things
being equal. For example, if you choose an Income Plan with payments that depend
on the life of the Annuitant but with no minimum specified period for guaranteed
payments, the income payments generally will be greater than the income payments
made under the same Income Plan with a minimum specified period for guaranteed
payments.

<PAGE>
We may make other Income Plans available including ones that you and we agree
upon. You may obtain information about them by writing or calling us.

If you choose Income Plan 1 or 2, or, if available, another Income Plan with
payments that continue for the life of the Annuitant or joint Annuitant, we may
require proof of age and sex of the Annuitant or joint Annuitant before starting
income payments, and proof that the Annuitant or joint Annuitant is still alive
before we make each payment. Please note that under such Income Plans, if you
elect to take no minimum guaranteed payments, it is possible that the payee
could receive only 1 income payment if the Annuitant and any joint Annuitant
both die before the second income payment, or only 2 income payments if they die
before the third income payment, and so on.

Generally, you may not make withdrawals after the Payout Start Date. One
exception to this rule applies if you are receiving variable income payments
that do not depend on the life of the Annuitant (such as under Income Plan 3).
In that case you may terminate all or part of the Variable Account portion of
the income payments at any time and receive a lump sum equal to the present

value of the remaining variable payments associated with the amount withdrawn.
To determine the present value of any remaining variable income payments being
withdrawn, we use a discount rate equal to the assumed annual investment rate
that we use to compute such variable income payments. The minimum amount you may
withdraw under this feature is $1,000. A withdrawal charge may apply.

You may apply your Contract Value to an Income Plan. If you elected the Income
Benefit Combination Option 2 or the Income and Death Benefit Combination Option
2, you may be able to apply an amount greater than your Contract Value to an
Income Plan. You must apply at least the Contract Value in the Fixed Account
Options on the Payout Start Date to fixed income payments. If you wish to apply
any portion of your Fixed Account Options balance to provide variable income
payments, you should plan ahead and transfer that amount to the Variable
Sub-Accounts prior to the Payout Start Date. If you do not tell us how to
allocate your Contract Value among fixed and variable income payments, we will
apply your Contract Value in the Variable Account to variable income payments
and your Contract Value in the Fixed Account Options to fixed income payments.
We deduct applicable premium taxes from the Contract Value at the Payout Start
Date.

We will apply your Contract Value, less applicable taxes, to your Income Plan on

the Payout Start Date. If the Cash Value is less than $2,000, or not enough to
provide an initial payment of at least $20, and state law permits, we may:

o pay you the Contract Value, less any applicable taxes, in a lump sum
instead of the periodic payments you have chosen, or
o we may reduce the frequency of your payments so that each payment will
be at least $20.

VARIABLE INCOME PAYMENTS

The amount of your variable income payments depends upon the investment results
of the Variable Sub-Accounts you select, the premium taxes you pay, the age and
sex of the Annuitant, and the Income Plan you choose. We guarantee that the
payments will not be affected by (a) actual mortality experience, and (b) the
amount of our administration expenses.

We cannot predict the total amount of your variable income payments. Your
variable income payments may be more or less than your total purchase payments
because (a) variable income payments vary with the investment results of the
underlying Portfolios, and (b) the Annuitant could live longer or shorter than
we expect based on the tables we use.

In calculating the amount of the periodic payments in the annuity tables in the
Contract, we assumed an annual investment rate of 3%. If the actual net
investment return of the Variable Sub-Accounts you choose is less than this
assumed investment rate, then the dollar amount of your variable income payments
will decrease. The dollar amount of your variable income payments will increase,
however, if the actual net investment return exceeds the assumed investment
rate. The dollar amount of the variable income payments stays level if the net
investment return equals the assumed investment rate. Please refer to the
Statement of Additional Information for more detailed information as to how we
determine variable income payments. We reserve the right to make other annual
investment rates available under the Contract.

<PAGE>

FIXED INCOME PAYMENTS

We guarantee income payment amounts derived from any Fixed Account Option for
the duration of the Income Plan. We calculate the fixed income payments by:

1. deducting any applicable premium tax; and

2. applying the resulting amount to the greater of (a) the appropriate
value from the income payment table in your Contract, or (b) such other
value as we are offering at that time.

We may defer making fixed income payments for a period of up to 6 months or such
shorter time state law may require. If we defer payments for 30 days or more, we
will pay interest as required by law from the date we receive the withdrawal
request to the date we make payment.

INCOME BENEFIT COMBINATION OPTION 2

You have the option to add Income Benefit Combination Option 2 to your Contract.
This Option guarantees that the amount you apply to an Income Plan will not be
less than the income base ("Income Base") (which is the greater of Income Base A
or Income Base B), described below.

Eligibility. If you select the Income Benefit Combination Option 2, the maximum
age of any owner on the date we issue the Contract Rider is 75. To qualify for
this benefit, you must meet the following conditions as of the Payout Start
Date:

- You must elect a payout Start Date that is on or after the 10th
anniversary of the date we issued the rider for this Option (the
"Rider Date");

- The Payout Start Date must occur during the 30 day period following a
Contract Anniversary; and

- The Income Plan you have selected must provide for payments guaranteed
for either a single life or joint lives with a specified period of at
least:

1. 10 years, if the youngest Annuitant's age is 80 or less on the
date the amount is applied; or

2. 5 years, if the youngest Annuitant's age is greater than 80 on
the date the amount is applied.

If your current Contract Value is higher than the value calculated under Income
Benefit Combination Option 2, you can apply the Contract Value to any Income
Plan. The Income Benefit Combination Option 2 may not be available in all
states.

INCOME BASE

The Income Base is the greater of Income Base A or Income Base B.

The Income Base is used solely for the purpose of calculating the guaranteed
income benefit under this Option ("guaranteed income benefit") and does not
provide a Contract Value or guarantee performance of any investment option.

Income Base A

On the Rider Date, Income Base A is equal to the Contract Value. After the Rider
Date, we recalculate Income Base A as follows on the Contract Anniversary and
when a purchase payment or withdrawal is made. For purchase payments, Income
Base A is equal to the most recently calculated Income Base A plus the purchase
payment. For withdrawals, Income Base A is equal to the most recently calculated
Income Base A reduced by a withdrawal adjustment (described below). On each
Contract Anniversary, Income Base A is equal to the greater of the Contract
Value or the most recently calculated Income Base A.

In the absence of any withdrawals or purchase payments, Income Base A will be
the greatest of the Contract Value on the Rider Date and all Contract
Anniversary Contract Values between the Rider Date and the Payout Start Date.

We will recalculate Income Base A as described above until the first Contract
Anniversary after the 85th birthday of the oldest Contract owner or Annuitant
(if the Contract owner is not a natural person). After age 85, we will only
recalculate Income Base A to reflect additional purchase payments and
withdrawals.

Income Base B

On the Rider Date, Income Base B is equal to the Contract Value. After the Rider
Date, Income Base B plus any subsequent purchase payments and less a withdrawal
adjustment (described below) for any subsequent withdrawals will accumulate
daily at a rate equivalent to 5% per year until the first Contract Anniversary
after the 85th birthday of the oldest Contract owner or Annuitant (if the
Contract owner is not a natural person).

Withdrawal Adjustment

The withdrawal adjustment is equal to (1) divided by (2), with the result
multiplied by (3) where:

(1) = the withdrawal amount

(2) = the Contract Value immediately prior to the
withdrawal, and

(3) = the most recently calculated Income Base

The guaranteed income benefit amount is determined by applying the Income Base
less any applicable taxes to the guaranteed rates for the Income Plan you elect.
The Income Plan you elect must satisfy the conditions described above.

You may also elect the Income and Death Benefit Combination Option 2 which
combines the features of the Income Benefit Combination Option 2 with the
features of the Death Benefit Combination Option (described below).

CERTAIN EMPLOYEE BENEFIT PLANS

The Contracts offered by this prospectus contain income payment tables that
provide for different payments to men and women of the same age, except in
states that require unisex tables. We reserve the right to use income payment
tables that do not distinguish on the basis of sex to the extent permitted by
law. In certain employment-related situations, employers are required by law to
use the same income payment tables for men and women. Accordingly, if the
Contract is to be used in connection with an employment-related retirement or
benefit plan and we do not offer unisex annuity tables in your state, you should
consult with legal counsel as to whether the purchase of a Contract is
appropriate.

<PAGE>
Death Benefits

We will pay a death benefit if, prior to the Payout Start Date:

1. any Contract owner dies, or

2. the Annuitant dies.

We will pay the death benefit to the new Contract owner as determined
immediately after the death. The new Contract owner would be the surviving
Contract owner(s) or, if none, the Beneficiary(ies). In the case of the death of
an Annuitant, we will pay the death benefit to the current Contract owner.

A request for payment of the death benefit must include "Due Proof of Death." We
will accept the following documentation as Due Proof of Death:

o a certified copy of a death certificate,

o a certified copy of a decree of a court of competent jurisdiction
as to the finding of death, or

o any other proof acceptable to us.

DEATH BENEFIT AMOUNT

Prior to the Payout Start Date, the death benefit is equal to the greatest of:

1. the Contract Value as of the date we determine the death benefit, or

2. the sum of all purchase payments made less any amounts deducted in
connection with partial withdrawals (including any applicable
withdrawal charges or premium taxes), or

3. the Contract Value on the most recent Death Benefit Anniversary prior
to the date we determine the death benefit, plus any purchase
payments and less any amounts deducted in connection with any partial
withdrawals since that Death Benefit Anniversary.

A "Death Benefit Anniversary" is every 6th Contract Anniversary beginning with
the 6th Contract Anniversary. For example, the 6th, 12th and 18th Contract
Anniversaries are the first three Death Benefit Anniversaries.

We will determine the value of the death benefit as of the end of the Valuation
Date on which we receive a complete request for payment of the death benefit. If
we receive a request after 3 p.m. Central Time on a Valuation Date, we will
process the request as of the end of the following Valuation Date.

DEATH BENEFIT OPTIONS

The Performance Death Benefit Option, Death Benefit Combination Option and
Income and Death Benefit Combination Option 2 are optional benefits that you may
elect. If the Contract owner is a natural person, these death benefit options
apply only on the death of the Contract owner. If the Contract owner is not a
natural person, these options apply only on the death of the Annuitant. For
Contracts with a death benefit option, the death benefit will be the greater of
(1) through (3) above, or (4) the death benefit option you selected. The death
benefit options may not be available in all states.

PERFORMANCE DEATH BENEFIT OPTION

The Performance Death Benefit on the date we issue the rider for this option
("Rider Date") is equal to the Contract Value. On each Contract Anniversary, we
will recalculate your Performance Death Benefit to equal the greater of your
Contract Value on that date, or the most recently calculated Performance Death
Benefit. We also will recalculate your Performance Death Benefit whenever you
make an additional purchase payment or a partial withdrawal. Additional purchase
payments will increase the Performance Death Benefit dollar-for-dollar.
Withdrawals will reduce the Performance Death Benefit by an amount equal to: (i)
the Performance Death Benefit immediately before the withdrawal, multiplied by
(ii) the ratio of the withdrawal amount to the Contract Value just before the
withdrawal. In the absence of any withdrawals or purchase payments, the
Performance Death Benefit will be the greatest of the Contract Value on the
Rider Date and all Contract Anniversary Contract Values on or before the date we
calculate the death benefit.

We will recalculate the Performance Death Benefit as described above until the
oldest Contract owner (the Annuitant, if the owner is not a natural person),
attains age 85. After age 85, we will recalculate the Performance Death Benefit
only to reflect additional purchase payments and withdrawals.

If you select the Performance Death Benefit Option, the maximum age of any owner
on the Rider Date is age 80.

DEATH BENEFIT COMBINATION OPTION

If you select the Death Benefit Combination Option, the death benefit payable
will be the greater of the death benefits provided by Death Benefit A or Death
Benefit B. Death Benefit B is the Performance Death Benefit Option described
above. DEATH BENEFIT A IS ONLY AVAILABLE THROUGH THE DEATH BENEFIT COMBINATION
OPTION. We sometimes refer to the Death Benefit Combination Option as the "Best
of the Best" death benefit option.

DEATH BENEFIT A. Death Benefit A on the date we issue the rider for this option
("Rider Date") is equal to the Contract Value. On the first Contract Anniversary
after the Rider Date, Death Benefit A is equal to the Contract Value on the
Rider Date plus interest at an annual rate of 5% per year for the portion of the
year since the Rider Date. On each subsequent Contract Anniversary, we will
multiply Death Benefit A as of the prior Contract Anniversary by 1.05. This
results in an increase of 5% annually.

We will recalculate Death Benefit A as described above, but not beyond the
Contract Anniversary preceding the oldest Contract owner's (the Annuitant, if
the owner is not a natural person), 85th birthday. For all ages, we will
recalculate Death Benefit A on each Contract Anniversary, or upon receipt of a
death claim, as follows:

- We will reduce the Death Benefit A by a withdrawal adjustment (as
described above under Performance Death Benefit Option) for any
withdrawals since the prior Contract Anniversary; and

- We will increase Death Benefit A by any additional purchase payments
since the prior Contract Anniversary.

If you select the Death Benefit Combination Option, the maximum age of any owner
on the Contract Rider date is age 80.

INCOME AND DEATH BENEFIT COMBINATION OPTION 2

You may also elect the Income and Death Benefit Combination Option 2 which
combines the features of the Income Benefit Combination (described on page __)
with the features of the Death Benefit Combination Option.

If you select the Income and Death Benefit Combination Option 2, the maximum age
of any owner on the date we issue the Contract Rider for the option is age 75.

DEATH BENEFIT PAYMENTS

If the new Contract owner is a natural person, the new Contract owner may elect
to:

1. receive the death benefit in a lump sum, or

2. apply the death benefit to an Income Plan. Payments from the Income Plan must
begin within 1 year of the date of death and must be payable throughout:

o the life of the new Contract owner; or

o for a guaranteed number of payments from 5 to 30 years, but not to
exceed the life expectancy of the Contract owner.

Options 1 and 2 above are only available if the new Contract owner elects one of
these options within 180 days of the date of death. Otherwise, the new Contract
owner will receive the Settlement Value. The "Settlement Value" is the Contract
Value, less any applicable withdrawal charge, contract maintenance charge and
applicable taxes. The Settlement Value paid will be the Settlement Value next
computed on or after the requested distribution date for payment, or on the
mandatory distribution date of 5 years after the date of your death, whichever
is earlier. We are currently waiving the 180 day limit, but we reserve the right
to enforce the limitation in the future.

In any event, the entire value of the Contract must be distributed within 5
years after the date of death unless an Income Plan is elected or a surviving
spouse continues the Contract in accordance with the provisions described below.

If the new Contract owner is your spouse, then he or she may elect one of the
options listed above or may continue the Contract in the Accumulation Phase as

if the death had not occurred. On the date the Contract is continued, the
Contract Value will equal the amount of the death benefit as determined as of
the Valuation Date on which we receive Due Proof of Death (the next Valuation
Date if we receive Due Proof of Death after 3:00 pm Central Time). The Contract
may only be continued once. If the surviving spouse continues the Contract in
the Accumulation Phase, the surviving spouse may make a single withdrawal of any
amount within 1 year of the date of death without incurring a withdrawal charge.
If the surviving spouse is under age 59 1/2, a 10% penalty tax may apply to the
withdrawal.

If the new Contract owner is corporation, trust, or other non-natural person,
then the new Contract owner may elect, within 180 days of your death, to receive
the death benefit in lump sum or may elect to receive the Settlement Value in a
lump sum within 5 years of death. We are currently waiving the 180 day limit,
but we reserve the right to enforce the limitation in the future.

Death of Annuitant. If any Annuitant who is not also the Contract owner dies
prior to the Payout Start Date, the Contract owner must elect one of the
applicable options described below.

If the Contract owner is a natural person, the Contract owner may elect to
continue the Contract as if the death had not occurred, or, if we receive Due
Proof of Death within 180 days of the date of the Annuitant's death, the
Contract owner may choose to:

1. receive the death benefit in a lump sum; or

2. apply the death benefit to an Income Plan that must begin within 1 year of
the date of death and must be for a guaranteed number of payments for a
period from 5 to 30 years but not to exceed the life expectancy of the
Contract owner.

If the Contract owner elects to continue the Contract or to apply the death
benefit to an Income Plan, the new Annuitant will be the youngest Contract
owner, unless the Contract owner names a different Annuitant.

If the Contract owner is a non-natural person, the non-natural Contract owner
may elect, within 180 days of the Annuitant's date of death, to receive the
death benefit in a lump sum or may elect to receive the Settlement Value payable
in a lump sum within 5 years of the Annuitant's date of death. If the
non-natural Contract owner does not make one of the above described elections,
the Settlement Value must be withdrawn by the non-natural Contract owner on or
before the mandatory distribution date 5 years after the Annuitant's death.

We are currently waiving the 180 day limit, but we reserve the right to enforce
the limitation in the future.

<PAGE>
More Information

NORTHBROOK

Northbrook is the issuer of the Contract. Northbrook is a stock life insurance
company organized under the laws of the State of Arizona in 1998. Previously,
from 1978 to 1998, Northbrook was organized under the laws of the State of
Illinois. Northbrook is currently licensed to operate in all states (except New
York), the District of Columbia, and Puerto Rico. We intend to offer the
Contract in those jurisdictions in which we are licensed. Our headquarters are
located at 3100 Sanders Road, Northbrook, Illinois, 60062.

Northbrook is a wholly owned subsidiary of Allstate Life Insurance Company
("Allstate Life"), an Illinois stock life insurance company. Allstate Life is a
wholly owned subsidiary of Allstate Insurance Company, an Illinois stock
property- liability insurance company. All of the outstanding capital stock of
Allstate Insurance Company is owned by The Allstate Corporation.

Northbrook and Allstate Life entered into a reinsurance agreement effective
December 31, 1987. Under the reinsurance agreement, Allstate Life reinsures all
of Northbrook's liabilities under the Contracts. The reinsurance agreement
provides us with financial backing from Allstate Life. However, it does not
create a direct contractual relationship between Allstate Life and you. In other
words, the obligations of Allstate Life under the reinsurance agreement are to
Northbrook; Northbrook remains the sole obligor under the Contract to you.

Several independent rating agencies regularly evaluate life insurers'
claims-paying ability, quality of investments, and overall stability. A.M. Best
Company assigns A+ (Superior) to Allstate Life which automatically reinsures all
net business of Northbrook. A.M. Best Company also assigns Northbrook the rating
of A+(r) because Northbrook automatically reinsures all net business with
Allstate Life. Standard & Poor's Insurance Rating Services assigns an AA+ (Very
Strong) financial strength rating and Moody's assigns an Aa2 (Excellent)
financial strength rating to Northbrook. Northbrook shares the same ratings of
its parent, Allstate Life. These ratings do not reflect the investment
performance of the Variable Account. We may from time to time advertise these
ratings in our sales literature.

THE VARIABLE ACCOUNT

Northbrook established the Northbrook Variable Annuity Account II on May 8,
1990. We have registered the Variable Account with the SEC as a unit investment
trust. The SEC does not supervise the management of the Variable Account or
Northbrook.

We own the assets of the Variable Account. The Variable Account is a segregated
asset account under Arizona insurance law. That means we account for the
Variable Account's income, gains, and losses separately from the results of our
other operations. It also means that only the assets of the Variable Account
that are in excess of the reserves and other Contract liabilities with respect
to the Variable Account are subject to liabilities relating to our other
operations. Our obligations arising under the Contracts are general corporate
obligations of Northbrook.

The Variable Account consists of 36 Variable Sub-Accounts, 36 of which are
available under the Contract. We may add new Variable Sub-Accounts or eliminate
one or more of them, if we believe marketing, tax, or investment conditions so
warrant. We do not guarantee the investment performance of the Variable Account,
its Sub-Accounts or the Portfolios. We may use the Variable Account to fund our
other annuity contracts. We will account separately for each type of annuity
contract funded by the Variable Account.

<PAGE>
THE PORTFOLIOS

Dividends and Capital Gain Distributions. We automatically reinvest all
dividends and capital gains distributions from the Portfolios in shares of the
distributing Portfolio at their net asset value.

Voting Privileges. As a general matter, you do not have a direct right to vote
the shares of the Portfolios held by the Variable Sub-Accounts to which you have
allocated your Contract Value. Under current law, however, you are entitled to
give us instructions on how to vote those shares on certain matters. Based on
our present view of the law, we will vote the shares of the Portfolios that we
hold directly or indirectly through the Variable Account in accordance with
instructions that we receive from Contract owners entitled to give such
instructions.

As a general rule, before the Payout Start Date, the Contract owner or anyone
with a voting interest is the person entitled to give voting instructions. The
number of shares that a person has a right to instruct will be determined by
dividing the Contract Value allocated to the applicable Variable Sub-Account by
the net asset value per share of the corresponding Portfolio as of the record
date of the meeting. After the Payout Start Date the person receiving income
payments has the voting interest. The payee's number of votes will be determined
by dividing the reserves for such Contract allocated to the applicable Variable
Sub-Account by the net asset value per share of the corresponding Portfolio as
of the record date of the meeting. The votes decrease as income payments are
made and as the reserves for the Contract decrease.

We will vote shares attributable to Contracts for which we have not received
instructions, as well as shares attributable to us, in the same proportion as we
vote shares for which we have received instructions, unless we determine that we
may vote such shares in our own discretion. We will apply voting instructions to
abstain on any item to be voted upon on a pro rata basis to reduce the votes
eligible to be cast.

We reserve the right to vote Portfolio shares as we see fit without regard to
voting instructions to the extent permitted by law. If we disregard voting
instructions, we will include a summary of that action and our reasons for that
action in the next semi-annual financial report we send to you.

Changes in Portfolios. We reserve the right, subject to any applicable law, to
make additions to, deletions from or substitutions for the Portfolio shares held
by any Variable Sub-Account. If the shares of any of the Portfolios are no
longer available for investment by the Variable Account or if, in our judgment,
further investment in such shares is no longer desirable in view of the purposes
of the Contract, we may eliminate that Portfolio and substitute shares of
another eligible investment fund. Any substitution of securities will comply
with the requirements of the Investment Company Act of 1940. We also may add new
Variable Sub-Accounts that invest in additional mutual funds. We will notify you
in advance of any change.

Conflicts of Interest. Certain of the Portfolios sell their shares to separate
accounts underlying both variable life insurance and variable annuity contracts.
It is conceivable that in the future it may be unfavorable for variable life
insurance separate accounts and variable annuity separate accounts to invest in
the same Portfolio. The boards of directors or trustees of these Portfolios
monitor for possible conflicts among separate accounts buying shares of the
Portfolios. Conflicts could develop for a variety of reasons. For example,
differences in treatment under tax and other laws or the failure by a separate
account to comply with such laws could cause a conflict. To eliminate a
conflict, a Portfolio's board of directors or trustees may require a separate
account to withdraw its participation in a Portfolio. A Portfolio's net asset
value could decrease if it had to sell investment securities to pay redemption
proceeds to a separate account withdrawing because of a conflict.

<PAGE>
THE CONTRACT

The Contracts are distributed exclusively by their principal underwriter, Dean
Witter Reynolds Inc. ("Dean Witter"). Dean Witter, a wholly owned subsidiary of
Morgan Stanley Dean Witter & Co., is located at Two World Trade Center, New
York, New York 10048. Dean Witter is a member of the New York Stock Exchange and
the National Association of Securities Dealers, Inc.

We may pay up to a maximum sales commission of 2.0% of purchase payments and an
annual sales administration expense of up to 1.5% of the average net assets of
the Contracts to Dean Witter. In addition, Dean Witter may pay annually to its
representatives, from its profits a persistency bonus that will take into
account among other things, the length of time purchase payments have been held
under the Contract and Contract Values.

Administration. We have primary responsibility for all administration of the
Contracts and the Variable Account.

We provide the following administrative services, among others:

o issuance of the Contracts;

o maintenance of Contract owner records;

o Contract owner services;

o calculation of unit values;

o maintenance of the Variable Account; and

o preparation of Contract owner reports.

We will send you Contract statements at least annually prior to the Payout Start
Date. Contract statements are currently being sent on a quarterly basis. You
should notify us promptly in writing of any address change. You should read your
statements and confirmations carefully and verify their accuracy. You should
contact us promptly if you have a question about a periodic statement. We will
investigate all complaints and make any necessary adjustments retroactively, but
you must notify us of a potential error within a reasonable time after the date
of the questioned statement. If you wait too long, we will make the adjustment
as of the date that we receive notice of the potential error.

We also will also provide you with additional periodic and other reports,
information and prospectuses as may be required by federal securities laws.

<PAGE>
QUALIFIED PLANS

If you use the Contract with a qualified plan, the plan may impose different or
additional conditions or limitations on withdrawals, waivers of withdrawal
charges, death benefits, Payout Start Dates, income payments, and other Contract
features. In addition, adverse tax consequences may result if qualified plan
limits on distributions and other conditions are not met. Please consult your
qualified plan administrator for more information.

LEGAL MATTERS

Freedman, Levy, Kroll & Simonds, Washington, D.C., has advised Northbrook on
certain federal securities law matters. All matters of state law pertaining to
the Contracts, including the validity of the Contracts and Northbrook's right to
issue such Contracts under state insurance law, have been passed upon by Michael
J. Velotta, General Counsel of Northbrook.

YEAR 2000

Northbrook is heavily dependent upon complex computer systems for all phases of
its operations, including customer service, and policy and contract
administration. Since many of Northbrook's older computer software programs
recognized only the last two digits of the year in any date, some software may
have failed to operate properly after the year 1999 if the software had not been
reprogrammed or replaced ("Year 2000 Issue"). Northbrook believes that many of
its counterparties and suppliers also had potential Year 2000 Issues which could
have affected Northbrook. In 1995, Allstate Insurance Company commenced a four
phase plan intended to mitigate and/or prevent the adverse effects of Year 2000
Issues. These strategies included normal development and enhancement of new and
existing systems, to make them Year 2000 compliant. The plan also included
Northbrook actively working with its major external counterparties and suppliers
to assess their compliance efforts and Northbrook's exposure to them. As of the
date of this prospectus, Northbrook believes that the Year 2000 Issue was
successfully resolved and that such resolution will not materially affect its
results of operations, liquidity or financial position.

<PAGE>
Taxes

The following discussion is general and is not intended as tax advice.
Northbrook makes no guarantee regarding the tax treatment of any Contract or
transaction involving a Contract.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on your individual circumstances.
If you are concerned about any tax consequences with regard to your individual
circumstances, you should consult a competent tax adviser.

TAXATION OF ANNUITIES IN GENERAL

Tax Deferral. Generally, you are not taxed on increases in the Contract Value
until a distribution occurs. This rule applies only where:

1. the Contract owner is a natural person,

2. the investments of the Variable Account are "adequately diversified"
according to Treasury Department regulations, and

3. Northbrook is considered the owner of the Variable Account assets for
federal income tax purposes.

Non-natural Owners. As a general rule, annuity contracts owned by non-natural
persons such as corporations, trusts, or other entities are not treated as
annuity contracts for federal income tax purposes. The income on such contracts
is taxed as ordinary income received or accrued by the owner during the taxable
year. Please see the Statement of Additional Information for a discussion of
several exceptions to the general rule for Contracts owned by non-natural
persons.

Diversification Requirements. For a Contract to be treated as an annuity for
federal income tax purposes, the investments in the Variable Account must be
"adequately diversified" consistent with standards under Treasury Department

regulations. If the investments in the Variable Account are not adequately
diversified, the Contract will not be treated as an annuity contract for federal
income tax purposes. As a result, the income on the Contract will be taxed as
ordinary income received or accrued by the Contract owner during the taxable
year. Although Northbrook does not have control over the Portfolios or their
investments, we expect the Portfolios to meet the diversification requirements.

Ownership Treatment. The IRS has stated that you will be considered the owner of
Variable Account assets if you possess incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. At the time
the diversification regulations were issued, the Treasury Department announced
that the regulations do not provide guidance concerning circumstances in which
investor control of separate account investments may cause an investor to be
treated as the owner of the separate account. The Treasury Department also
stated that future guidance would be issued regarding the extent that owners
could direct sub-account investments without being treated as owners of the
underlying assets of the separate account.

Your rights under the Contract are different than those described by the IRS in
rulings in which it found that contract owners were not owners of separate
account assets. For example, you have the choice to allocate premiums and
Contract Values among more investment alternatives. Also, you may be able to
transfer among investment alternatives more frequently than in such rulings.
These differences could result in you being treated as the owner of the Variable
Account. If this occurs, income and gain from the Variable Account assets would
be includible in your gross income. Northbrook does not know what standards will
be set forth in any regulations or rulings which the Treasury Department may
issue. It is possible that future standards announced by the Treasury Department
could adversely affect the tax treatment of your Contract. We reserve the right
to modify the Contract as necessary to attempt to prevent you from being
considered the federal tax owner of the assets of the Variable Account. However,
we make no guarantee that such modification to the Contract will be successful.

Taxation of Partial and Full Withdrawals. If you make a partial withdrawal under
a non-Qualified Contract, amounts received are taxable to the extent the
Contract Value, without regard to surrender charges, exceeds the investment in
the Contract. The investment in the Contract is the gross premium paid for the
Contract minus any amounts previously received from the Contract if such amounts
were properly excluded from your gross income. If you make a partial withdrawal
under a Qualified Contract, the portion of the payment that bears the same ratio
to the total payment that the investment in the Contract (i.e., nondeductible
IRA contributions, after tax contributions to qualified plans) bears to the
Contract Value, is excluded from your income. If you make a full withdrawal
under a non-Qualified Contract or a Qualified Contract, the amount received will
be taxable only to the extent it exceeds the investment in the Contract.

"Nonqualified distributions" from Roth IRAs are treated as made from
contributions first and are included in gross income only to the extent that
distributions exceed contributions. "Qualified distributions" from Roth IRAs are
not included in gross income. "Qualified distributions" are any distributions
made more than 5 taxable years after the taxable year of the first contribution
to any Roth IRA and which are:

o made on or after the date the individual attains age 59 1/2,

o made to a Beneficiary after the Contract owner's death,

o attributable to the Contract owner being disabled, or

o for a first time home purchase (first time home purchases are subject to
a lifetime limit of $10,000).

If you transfer a non-Qualified Contract without full and adequate consideration
to a person other than your spouse (or to a former spouse incident to a
divorce), you will be taxed on the difference between the Contract Value and the
investment in the Contract at the time of transfer. Except for certain Qualified
Contracts, any amount you receive as a loan under a Contract, and any assignment
or pledge (or agreement to assign or pledge) of the Contract Value is treated as
a withdrawal of such amount or portion.

Taxation of Annuity Payments. Generally, the rule for income taxation of annuity
payments received from a non-Qualified Contract provides for the return of your
investment in the Contract in equal tax-free amounts over the payment period.
The balance of each payment received is taxable. For fixed annuity payments, the
amount excluded from income is determined by multiplying the payment by the
ratio of the investment in the Contract (adjusted for any refund feature or
period certain) to the total expected value of annuity payments for the term of
the Contract. If you elect variable annuity payments, the amount excluded from
taxable income is determined by dividing the investment in the Contract by the
total number of expected payments. The annuity payments will be fully taxable
after the total amount of the investment in the Contract is excluded using these
ratios. If you die, and annuity payments cease before the total amount of the
investment in the Contract is recovered, the unrecovered amount will be allowed
as a deduction for your last taxable year.

Taxation of Annuity Death Benefits. Death of a Contract owner, or death of the
Annuitant if the Contract is owned by a non-natural person, will cause a
distribution of death benefits from a Contract. Generally, such amounts are
included in income as follows:

1. if distributed in a lump sum, the amounts are taxed in the same
manner as a full withdrawal, or

2. if distributed under an annuity option, the amounts are taxed in the
same manner as an annuity payment. Please see the Statement of
Additional Information for more detail on distribution at death
requirements.

Penalty Tax on Premature Distributions. A 10% penalty tax applies to the taxable
amount of any premature distribution from a non-Qualified Contract. The penalty
tax generally applies to any distribution made prior to the date you attain age
59 1/2. However, no penalty tax is incurred on distributions:

1. made on or after the date the Contract owner attains age 59 1/2,

2. made as a result of the Contract owner's death or disability;

3. made in substantially equal periodic payments over the Contract
owner's life or life expectancy,

4. made under an immediate annuity, or

5. attributable to investment in the Contract before August 14, 1982.

You should consult a competent tax advisor to determine if any other exceptions
to the penalty apply to your situation. Similar exceptions may apply to
distributions from Qualified Contracts.

Aggregation of Annuity Contracts. All non-qualified deferred annuity contracts
issued by Northbrook (or its affiliates) to the same Contract owner during any
calendar year will be aggregated and treated as one annuity contract for
purposes of determining the taxable amount of a distribution.

TAX QUALIFIED CONTRACTS

Contracts may be used as investments with certain qualified plans such as:

o Individual Retirement Annuities or Accounts (IRAs) under Section 408
of the Internal Revenue Code ("Code");

o Roth IRAs under Section 408A of the Code;

o Simplified Employee Pension Plans under Section 408(k) of the Code;

o Savings Incentive Match Plans for Employees (SIMPLE) Plans under Section
408(p) of the Code;

o Tax Sheltered Annuities under Section 403(b) of the Code;

o Corporate and Self Employed Pension and Profit Sharing Plans; and

o State and Local Government and Tax-Exempt Organization Deferred
Compensation Plans.

The income on qualified plan and IRA investments is tax deferred and variable
annuities held by such plans do not receive any additional tax deferral. You
should review the annuity features, including all benefits and expenses, prior
to purchasing a variable annuity in a qualified plan or IRA. Northbrook reserves
the right to limit the availability of the Contract for use with any of the
Qualified Plans listed above.

In the case of certain qualified plans, the terms of the plans may govern the
right to benefits, regardless of the terms of the Contract.

Restrictions Under Section 403(b) Plans. Section 403(b) of the Code provides
tax-deferred retirement savings plans for employees of certain non-profit and
educational organizations. Under Section 403(b), any Contract used for a 403(b)
plan must provide that distributions attributable to salary reduction
contributions made after 12/31/88, and all earnings on salary reduction
contributions, may be made only:

1. on or after the date of employee

o attains age 59 1/2,

o separates from service,

o dies,

o becomes disabled, or

2. on account of hardship (earnings on salary reduction contributions may
be distributed on the account of hardship).

These limitations do not apply to withdrawals where Northbrook is directed to
transfer some or all of the Contract Value to another 403(b) plan.

INCOME TAX WITHHOLDING

Northbrook is required to withhold federal income tax at a rate of 20% on all
"eligible rollover distributions" unless you elect to make a "direct rollover"
of such amounts to an IRA or eligible retirement plan. Eligible rollover
distributions generally include all distributions from Qualified Contracts,
excluding IRAs, with the exception of:

1. required minimum distributions, or

2. a series of substantially equal periodic payments made over a period of at
least 10 years, or, over the life (joint lives) of the participant (and
beneficiary).

Northbrook may be required to withhold federal and state income taxes on any
distributions from non-Qualified Contracts or Qualified Contracts that are not
eligible rollover distributions, unless you notify us of your election to not
have taxes withheld.

<PAGE>
Performance Information

We may advertise the performance of the Variable Sub-Accounts, including yield
and total return information. Yield refers to the income generated by an
investment in a Variable Sub-Account over a specified period. Total return
represents the change, over a specified period of time, in the value of an
investment in a Variable Sub- Account after reinvesting all income
distributions.

All performance advertisements will include, as applicable, standardized yield
and total return figures that reflect the deduction of insurance charges, the
contract maintenance charge, and withdrawal charge. Performance advertisements
also may include total return figures that reflect the deduction of insurance
charges, but not the contract maintenance or withdrawal charges. The deduction
of such charges would reduce the performance shown. In addition, performance
advertisements may include aggregate, average, year-by-year, or other types of
total return figures.

Performance information for periods prior to the inception date of the Variable
Sub- Accounts will be based on the historical performance of the corresponding
Portfolios for the periods beginning with the inception dates of the Portfolios
and adjusted to reflect current Contract expenses. You should not interpret
these figures to reflect actual historical performance of the Variable Account.

We may include in advertising and sales materials tax deferred compounding
charts and other hypothetical illustrations that compare currently taxable and
tax deferred investment programs based on selected tax brackets. Our
advertisements also may compare the performance of our Variable Sub-Accounts
with: (a) certain unmanaged market indices, including but not limited to the Dow
Jones Industrial Average, the Standard & Poor's 500, and the Shearson Lehman
Bond Index; and/or (b) other management investment companies with investment
objectives similar to the underlying funds being compared. In addition, our
advertisements may include the performance ranking assigned by various
publications, including the Wall Street Journal, Forbes, Fortune, Money,
Barron's, Business Week, USA Today, and statistical services, including Lipper
Analytical Services Mutual Fund Survey, Lipper Annuity and Closed End Survey,
the Variable Annuity Research Data Survey, and SEI.

<PAGE>

Statement of Additional Information
Table of Contents

Description Page

Additions, Deletions or Substitutions of Investments
The Contract
Purchases
Tax-free Exchanges (1035 Exchanges, Rollovers and Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Income Payments
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Qualified Plans
Experts
Financial Statements
-----------

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE. WE DO NOT AUTHORIZE ANYONE TO
PROVIDE ANY INFORMATION OR REPRESENTATIONS REGARDING THE OFFERING DESCRIBED IN
THIS PROSPECTUS OTHER THAN AS CONTAINED IN THIS PROSPECTUS.
<PAGE>

MORGAN STANLEY DEAN WITTER VARIABLE ANNUITY 3 AssetManager

Northbrook Life Insurance Company Statement of Additional Information
Northbrook Variable Annuity Account II Dated July __, 2000
Post Office Box 94040
Palatine, IL 60094-4040
1 (800) 654 - 2397

This Statement of Additional Information supplements the information in the
prospectus for the Variable Annuity 3 AssetManager Contract that we offer. This
Statement of Additional Information is not a prospectus. You should read it with
the prospectus, dated July __, 2000, for the Contract. You may obtain a
prospectus by calling or writing us at the address or telephone number listed
above, or by calling or writing your Morgan Stanley Dean Witter Financial
Advisor.

Except as otherwise noted, this Statement of Additional Information uses the
same defined terms as the prospectus for the Morgan Stanley Dean Witter Variable
Annuity 3 AssetManager Contract.

<PAGE>

TABLE OF CONTENTS

Description Page

<S> <C>
Additions, Deletions or Substitutions of Investments
The Contract
Purchase of Contracts
Tax-free Exchanges (1035 Exchanges, Rollovers and
Transfers)
Performance Information
Calculation of Accumulation Unit Values
Calculation of Variable Amount Income Payments
Net Investment Factor
Calculation of Variable Amount Income Payments
Calculation of Annuity Unit Values
General Matters
Incontestability
Settlements
Safekeeping of the Variable Account's Assets
Premium Taxes
Tax Reserves
Federal Tax Matters
Experts
Financial Statements

</TABLE>
<PAGE>

ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS

We may add, delete, or substitute the Portfolio shares held by any Variable
Sub-Account to the extent the law permits. We may substitute shares of any
Portfolio with those of another Portfolio of the same or different mutual
Portfolio fund if the shares of the Portfolio are no longer available for
investment or if we believe investment in any Portfolio would become
inappropriate in view of the purposes of the Variable Account.

We will not substitute shares attributable to a Contract owner's interest in a
Variable Sub-Account until we have notified the Contract owner of the change,
and until the Securities and Exchange Commission has approved the change, to the
extent such notification and approval are required by law. Nothing contained in
this Statement of Additional Information shall prevent the Variable Account from
purchasing other securities for other series or classes of contracts or from
effecting a conversion between series or classes of contracts on the basis of
requests made by Contract owners.

We also may establish additional Variable Sub-Accounts or series of Variable
Sub-Accounts. Each additional Variable Sub-Account would purchase shares in a
new Portfolio of the same or different mutual fund. We may establish new
Variable Sub-Accounts when we believe marketing needs or investment conditions
warrant. We determine the basis on which we will offer any new Variable
Sub-Accounts in conjunction with the Contract to existing Contract owners. We
may eliminate one or more Variable Sub-Accounts if, in our sole discretion,
marketing, tax or investment conditions so warrant.

We may, by appropriate endorsement, change the Contract as we believe necessary
or appropriate to reflect any substitution or change in the Portfolios. If we
believe the best interests of persons having voting rights under the Contracts
would be served, we may operate the Variable Account as a management company
under the Investment Company Act of 1940 or we may withdraw its registration
under such Act if such registration is no longer required.

<PAGE>

THE CONTRACT

The Contract is primarily designed to aid individuals in long-term financial
planning. You can use it for retirement planning regardless of whether the
retirement plan qualifies for special federal income tax treatment.

PURCHASE OF CONTRACTS

Dean Witter Reynolds Inc., is the principal underwriter and distributor of the
Contracts. The offering of the Contracts is continuous. We do not anticipate
discontinuing the offering of the Contracts but we reserve the right to do so at
any time.

TAX-FREE EXCHANGES (1035 EXCHANGES, ROLLOVERS AND TRANSFERS)

We accept purchase payments that are the proceeds of a Contract in a transaction
qualifying for a tax-free exchange under Section 1035 of the Internal Revenue
Code ("Code"). Except as required by federal law in calculating the basis of the
Contract, we do not differentiate between Section 1035 purchase payments and
non-Section 1035 purchase payments.

We also accept "rollovers" and transfers from Contracts qualifying as
tax-sheltered annuities ("TSAs"), individual retirement annuities or accounts
("IRAs"), or any other Qualified Contract that is eligible to "rollover" into an
IRA. We differentiate among non-Qualified Contracts, TSAs, IRAs and other
Qualified Contracts to the extent necessary to comply with federal tax laws. For
example, we restrict the assignment, transfer, or pledge of TSAs and IRAs so the
Contracts will continue to qualify for special tax treatment. A Contract owner
contemplating any such exchange, rollover or transfer of a Contract should
contact a competent tax adviser with respect to the potential effects of such a
transaction.

<PAGE>

PERFORMANCE INFORMATION

From time to time we may advertise the "standardized," "non-standardized," and
"adjusted historical" total returns of the Variable Sub-Accounts, as described
below. Please remember that past performance is not an estimate or guarantee of
future performance and does not necessarily represent the actual experience of
amounts invested by a particular Contract owner. Also, please note that the
performance figures shown do not reflect any applicable taxes.

STANDARDIZED TOTAL RETURNS

A Variable Sub-Account's standardized total return represents the average annual
total return of that Sub-Account over a particular period. We compute
standardized total return by finding the annual percentage rate that, when
compounded annually, will accumulate a hypothetical $1,000 purchase payment to
the redeemable value at the end of the one, five or ten year period, or for a
period from the date of commencement of the Variable Sub-Account's operations,
if shorter than any of the foregoing.

We use the following formula prescribed by the SEC for computing standardized
total return:

1000(1 + T)n = ERV

where:

T = average annual total return

ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of 1, 5, or 10 year
periods or shorter period

n = number of years in the period

1000 = hypothetical $1,000 investment

When factoring in the withdrawal charge assessed upon redemption, we exclude the
Free Withdrawal Amount, which is the amount you can withdraw from the Contract
without paying a withdrawal charge. We also use the withdrawal charge that would
apply upon redemption at the end of each period. Thus, for example, when
factoring in the withdrawal charge for a one year standardized total return
calculation, we would use the withdrawal charge that applies to a withdrawal of
a purchase payment made one year prior.

When factoring the contract maintenance charge, we pro rate the charge by
dividing (a) the contract maintenance charge by (b) an annual contract size of
[$45,000]. We then multiply the resulting percentage by a hypothetical $1,000
investment.

The standardized average annual total returns for the Variable Sub-Accounts
available under the Contract for the periods ended December 31, 1999 are set out
below. No standardized total returns are shown for the Money Market Variable
Sub-Account. No standardized total returns are shown for the Variable
Sub-Accounts marked with an asterisk (*) below which commenced operations on
January 31, 2000, May 1, 2000, or July __, 2000 as indicated below.

The Morgan Stanley Dean Witter Variable Annuity 3 AssetManager Contracts were
first offered to the public as of the date of this Statement of Additional
Information. Accordingly, performance figures for Variable Sub-Accounts prior to
those dates reflect the historical performance of the Variable Sub-Accounts,
adjusted to reflect the current level of charges that apply to the Variable
Sub-Accounts under the Morgan Stanley Dean Witter Variable Annuity 3
AssetManager Contracts as well as the withdrawal and contract maintenance
charges described above.

Variable Sub-Account Inception Dates:

Morgan Stanley Dean Witter Variable Investment Series:

Variable Sub-Account Date

Quality Income Plus* May 1, 2000
High Yield* May 1, 2000
Utilities* May 1, 2000
Dividend Growth* May 1, 2000
Equity* May 1, 2000
Strategist* May 1, 2000
Capital Growth* May 1, 2000
European Growth* May 1, 2000
Global Dividend Growth* May 1, 2000
Pacific Growth* May 1, 2000
Income Builder* May 1, 2000
Short-Term Bond* May 1, 2000
Aggressive Equity* May 1, 2000
S&P 500 Index* May 1, 2000
Competitive Edge ("Best Ideas")* May 1, 2000

The Universal Institutional Fund, Inc.:

Variable Sub-Account Date

Equity Growth March 16, 1998
International Magnum March 16, 1998
Emerging Markets Equity March 16, 1998
U.S. Real Estate May 18, 1998
Mid-Cap Value* January 31, 2000

Van Kampen Life Investment Trust:

Variable Sub-Account Date

Emerging Growth March 16, 1998

AIM Variable Insurance Funds:

Variable Sub-Account Date

Aggressive Growth* July __, 2000
Blue Chip* July __, 2000
Capital Appreciation* January 31, 2000
Growth* January 31, 2000
Value* January 31, 2000

Alliance Variable Products Series Fund:

Variable Sub-Account Date

Growth* January 31, 2000
Growth and Income* January 31, 2000
Premier Growth* January 31, 2000

Putnam Variable Trust:

Variable Sub-Account Date

Growth and Income* January 31, 2000
International Growth* January 31, 2000
International New Opportunities* July __, 2000
New Opportunities* July __, 2000
OTC and Emerging Growth* July __, 2000
Voyager* January 31, 2000

(WITHOUT ANY DEATH OR INCOME BENEFIT OPTION)
10 Years or

Variable Sub-Account One Year Five Years Since Inception

<S> <C> <C> <C>
Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE PERFORMANCE DEATH BENEFIT OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE DEATH BENEFIT COMBINATION OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE INCOME BENEFIT COMBINATION 2 OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE INCOME AND DEATH BENEFIT COMBINATION 2 OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate
</TABLE>

<PAGE>

NON-STANDARDIZED TOTAL RETURNS

From time to time, we also may quote rates of return that reflect changes in the
values of each Variable Sub-Account's accumulation units. We may quote these
"non-standardized total returns" on an annualized, cumulative, year-by-year, or
other basis. These rates of return take into account asset-based charges, such
as the mortality and expense risk charge and administration charge as well as
the contract maintenance charge. However, these rates of return do not reflect,
withdrawal charges or any taxes. Such charges, if reflected, would reduce the
performance shown.

Annualized returns reflect the rate of return that, when compounded annually,
would equal the cumulative rate of return for the period shown. We compute
annualized returns according to the following formula:

Annualized Return = (1+r)1/n-1

where:

r = cumulative rate of return for the period shown, and

n = number of years in the period.

The method of computing annualized rates of return is similar to that for
computing standardized performance, described above, except that rather than
using a hypothetical $1,000 investment and the ending redeemable value thereof,
we use the changes in value of an accumulation unit.

Cumulative rates of return reflect the cumulative change in value of an
accumulation unit over the period shown. Year-by-year rates of return reflect
the change in value of accumulation unit during the course of each year shown.
We compute these returns by dividing the accumulation unit value at the end of
each period shown, by accumulation unit value at the beginning of that period,
and subtracting one. We compute other total returns on a similar basis.

We may quote non-standardized total returns for 1,3,5, and 10 year periods, or
period since inception of the Variable Sub-Account's operations, as well as
other periods, such as "year-to-date" (prior calendar year end to the day stated
in the advertisement); "year to most recent quarter" (prior calendar year end to
the end of the most recent quarter); the prior calendar year; and the "n" most
recent calendar years.

The non-standardized average annual total returns for the Variable Sub-Accounts
for the periods ended December 31, 1999 are set out below. No non-standardized
total returns are shown for the Money Market Variable Sub-Account. In addition,
no non-standardized total returns are shown for the Variable Sub-Accounts which
commenced operations on January 31, 2000, May 1, 2000, or July __, 2000,
respectively.

The Morgan Stanley Dean Witter Variable Annuity 3 AssetManager Contracts were
first offered to the public as of the date of this Statement of Additional
Information. Accordingly, performance figures for Variable Sub-Accounts prior to
those dates reflect the historical performance of the Variable Sub-Accounts,
adjusted to reflect the current level of charges that apply to the Variable
Sub-Accounts under the Morgan Stanley Dean Witter Variable Annuity 3
AssetManager Contracts, excluding the withdrawal charge but including the
contract maintenance charges.

The inception dates of each Variable Sub-Account appears under "Standardized
Total Returns" above.

(WITHOUT ANY DEATH OR INCOME BENEFIT OPTION)
10 Years or

Variable Sub-Account One Year Five Years Since Inception

<S> <C> <C> <C>
Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE PERFORMANCE DEATH BENEFIT OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE DEATH BENEFIT COMBINATION OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE INCOME BENEFIT COMBINATION 2 OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate

(WITH THE INCOME AND DEATH BENEFIT COMBINATION 2 OPTION)

10 Years or

Variable Sub-Account One Year Five Years Since Inception

Emerging Growth
Emerging Markets Equity
Equity
Equity Growth
International Magnum
U.S. Real Estate
</TABLE>

<PAGE>

ADJUSTED HISTORICAL TOTAL RETURNS

We may advertise the total return for periods prior to the date that the
Variable Sub-Accounts commenced operations. We will calculate such "adjusted
historical total returns" using the historical performance of the underlying
Portfolios and adjusting such performance to reflect the current level of
charges that apply to the Variable Sub-Accounts under the Contract.

The adjusted historical total returns for the Variable Sub-Accounts for the
periods ended December 31, 1999 are set out below. No adjusted historical total
returns are shown for the Money Market Variable Sub-Account.

The following list provides the inception date for the Portfolio corresponding
to each of the Variable Sub-Accounts included in the tables.

Inception Date of

Variable Sub-Account Corresponding Portfolio

-------------------- -----------------------
High Yield* March 9, 1984
Equity* March 9, 1984
Quality Income Plus* March 1, 1987
Strategist* March 1, 1987
Dividend Growth* March 1, 1990
Utilities* March 1, 1990
European Growth* March 1, 1990
Capital Growth* March 1, 1991
Pacific Growth* March 1, 1991
Global Dividend Growth* February 24, 1997
Income Builder* February 24, 1997
Equity Growth January 2, 1997
International Magnum January 2, 1997
Emerging Markets Equity January 21, 1997
Mid-Cap Value January 2, 1997
U.S. Real Estate March 4, 1997
Competitive Edge ("Best Ideas")* May 18, 1998
S&P 500 Index* May 18, 1998
Short-Term Bond* May 2, 1999
Aggressive Equity* May 1, 1999
Van Kampen Emerging Growth July 3, 1995
AIM V.I. Aggressive Growth ____________
AIM V.I. Blue Chip ____________
AIM V.I. Capital Appreciation May 5, 1993
AIM V.I. Growth May 5, 1993
AIM V.I. Value May 5, 1993
Alliance Growth** September 15, 1994
Alliance Growth and Income** January 14, 1991
Alliance Premier Growth** July 14, 1999
Putnam VT Growth and Income*** February 1, 1988
Putnam VT International Growth*** January 2, 1997
Putnam VT International New Opportunities*** _____________
Putnam VT New Opportunities*** _____________
Putnam VT OTC & Emerging Growth*** _____________
Putnam VT Voyager*** February 1, 1988

* The Portfolios' Class __ shares ("12b-1 class") corresponding to these
Variable Sub-Accounts were first offered on [May 1, 2000]. For periods prior to
[May 1, 2000], the performance shown is based on the historical performance of
the Portfolios' Class __ shares ("non-12b-1 class"), adjusted to reflect the
current expenses of the Portfolios' 12b-1 class. The inception dates for the
Portfolios are shown above.

** The Portfolios' Class B shares (12b-1 class") corresponding to the Alliance
Growth and Alliance Growth and Income Variable Sub-Accounts were first offered
on June 1, 1999. For periods prior to these dates, the performance shown is
based on the historical performance of the Portfolios' Class A shares
("non-12b-1 class"), adjusted to reflect the current expenses of the Portfolios'
12b-1 class. The inception dates for the Portfolios' are as shown above.

*** The Portfolios' Class IB shares ("12b-1 Class") corresponding to the Putnam
VT Growth and Income, International Growth, International New Opportunities, New
Opportunities, OTC & Emerging Growth and Voyager Variable Sub-Accounts were
first offered on April 6, 1998, April 30, 1998, ________, ___________ and April
30, 1998 respectively. For periods prior to these dates, the performance shown
is based on the historical performance of the Portfolios' Class 1A shares ("non
12b-1 class"), adjusted to reflect the current expenses of the Portfolios' 12b-1
class. The inception dates for the Portfolios are as shown above.

<PAGE>

(WITHOUT ANY DEATH OR INCOME BENEFIT OPTION)

Variable Sub-Account One Year Five Year 10 Years or
-------------------- ---------- --------- Since Inception+
----------------
<S> <C> <C> <C>
AIM Aggressive Growth
AIM Blue Chip
AIM Capital Appreciation
AIM Growth
AIM Value
Alliance Growth*
Alliance Growth and Income*
Alliance Premier Growth* **
MSDW Aggressive Equity* **
MSDW Capital Appreciation*
MSDW Capital Growth*
MSDW Competitive Edge*
MSDW Dividend Growth*
MSDW Equity*
MSDW European Growth*
MSDW Global Dividend Growth*
MSDW High Yield*
MSDW Income Builder*
MSDW Mid Cap
MSDW Money Market*
MSDW Pacific Growth*
MSDW Quality Income*
MSDW Short Term Bond* **
MSDW S & P 500 Index*
MSDW Strategist*
MSDW Utilities*
Emerging Markets
Equity Growth
International Magnum
U.S. Real Estate
Putnam Growth and Income*
Putnam International Growth*
Putnam VT International New Opportunities*
Putnam VT New Opportunities*
Putnam VT OTC & Emerging Growth*
Putnam Voyager*
Van Kampen Emerging Growth

+Please refer to the table at the beginning of this section for the inception
dates of the Portfolios.

*The performance shown for the Portfolios' 12b-1 class
is based on the performance of the non 12b-1 class, as described in the table at
the beginning of this section.

** Performance shown is not annualized.

<PAGE>

(WITH THE PERFORMANCE DEATH BENEFIT OPTION)

Variable Sub-Account One Year Five Year 10 Years or
-------------------- ---------- --------- Since Inception+
----------------
AIM Aggressive Growth
AIM Blue Chip
AIM Capital Appreciation
AIM Growth
AIM Value
Alliance Growth*
Alliance Growth and Income*
Alliance Premier Growth* **
MSDW Aggressive Equity* **
MSDW Capital Appreciation*
MSDW Capital Growth*
MSDW Competitive Edge*
MSDW Dividend Growth*
MSDW Equity*
MSDW European Growth*
MSDW Global Dividend Growth*
MSDW High Yield*
MSDW Income Builder*
MSDW Mid Cap
MSDW Money Market*
MSDW Pacific Growth*
MSDW Quality Income*
MSDW Short Term Bond* **
MSDW S & P 500 Index*
MSDW Strategist*
MSDW Utilities*
Emerging Markets
Equity Growth
International Magnum
U.S. Real Estate
Putnam Growth and Income*
Putnam International Growth*
Putnam VT International New Opportunities*
Putnam VT New Opportunities*
Putnam VT OTC & Emerging Growth*
Putnam Voyager*
Van Kampen Emerging Growth

+Please refer to the table at the beginning of this section for the inception
dates of the Portfolios.

*The performance shown for the Portfolios' 12b-1 class is based on the
performance of the non 12b-1 class, as described in the table at the beginning
of this section.

** Performance shown is not annualized.

<PAGE>

(WITH THE DEATH BENEFIT COMBINATION OPTION)

+Please refer to the table at the beginning of this section for the inception
dates of the Portfolios.

*The performance shown for the Portfolios' 12b-1 class is based on the
performance of the non 12b-1 class, as described in the table at the beginning
of this section.

** Performance shown is not annualized.

<PAGE>

(WITH THE INCOME BENEFIT COMBINATION 2 OPTION)

+Please refer to the table at the beginning of this section for the inception
dates of the Portfolios.

*The performance shown for the Portfolios' 12b-1 class is based on the
performance of the non 12b-1 class, as described in the table at the beginning
of this section.

** Performance shown is not annualized.

<PAGE>

(WITH THE INCOME AND DEATH BENEFIT COMBINATION 2 OPTION)

+Please refer to the table at the beginning of this section for the inception
dates of the Portfolios.

*The performance shown for the Portfolios' 12b-1 class is based on the
performance of the non 12b-1 class, as described in the table at the beginning
of this section.

** Performance shown is not annualized.

<PAGE>

CALCULATION OF ACCUMULATION UNIT VALUES

The value of Accumulation Units will change each Valuation Period according to
the investment performance of the Portfolio shares purchased by each Variable
Sub-Account and the deduction of certain expenses and charges. A "Valuation
Period" is the period from the end of one Valuation Date and continues to the
end of the next Valuation Date. A Valuation Date ends at the close of regular
trading on the New York Stock Exchange (currently 3:00 p.m. Central Time).

The Accumulation Unit Value of a Variable Sub-Account for any Valuation Period
equals the Accumulation Unit Value as of the immediately preceding Valuation
Period, multiplied by the Net Investment Factor (described below) for that
Variable Sub-Account for the current Valuation Period.

NET INVESTMENT FACTOR

The Net Investment Factor for a Valuation Period is a number representing the
change, since the last Valuation Period, in the value of Variable Sub-Account
assets per Accumulation Unit due to investment income, realized or unrealized
capital gain or loss, deductions for taxes, if any, and deductions for the
mortality and expense risk charge and administrative expense charge. We
determine the Net Investment Factor for each Variable Sub-Account for any
Valuation Period by dividing (A) by (B) and subtracting (C) from the result,
where:

(A) is the sum of:

(1) the net asset value per share of the Portfolio underlying the
Variable Sub-Account determined at the end of the current
Valuation Period; plus,

(2) the per share amount of any dividend or capital gain
distributions made by the Portfolio underlying the Variable
Sub-Account during the current Valuation Period;

(B) is the net asset value per share of the Portfolio underlying the
Variable Sub-Account determined as of the end of the immediately preceding
Valuation Period; and

(C) is the annualized mortality and expense risk and administrative expense
charges divided by the number of days in the current calendar year and then
multiplied by the number of calendar days in the current Valuation Period.

CALCULATION OF VARIABLE AMOUNT INCOME PAYMENTS

We calculate the amount of the first variable income payment under an Income
Plan by applying the Contract Value allocated to each Variable Sub-Account less
any applicable premium tax charge deducted at the time, to the income payment
tables in the Contract. We divide the amount of the first variable annuity
income payment by the Variable Sub-Account's then current Annuity Unit value to
determine the number of annuity units ("Annuity Units") upon which later income
payments will be based. To determine income payments after the first, we simply
multiply the number of Annuity Units determined in this manner for each Variable
Sub-Account by the then current Annuity Unit value ("Annuity Unit Value") for
that Variable Sub-Account.

CALCULATION OF ANNUITY UNIT VALUES

Annuity Units in each Variable Sub-Account are valued separately and Annuity
Unit Values will depend upon the investment experience of the particular
Portfolio in which the Variable Sub-Account invests. We calculate the Annuity
Unit Value for each Variable Sub-Account at the end of any Valuation Period by:

o multiplying the Annuity Unit Value at the end of the immediately
preceding Valuation Period by the Variable Sub-Account's Net
Investment Factor (described in the preceding section) for the
Period; and then

o dividing the product by the sum of 1.0 plus the assumed investment
rate for the Valuation Period.

The assumed investment rate adjusts for the interest rate assumed in the income
payment tables used to determine the dollar amount of the first variable income
payment, and is at an effective annual rate which is disclosed in the Contract.

We determine the amount of the first variable income payment paid under an
Income Plan using the income payment tables set out in the Contracts. The
Contracts include tables that differentiate on the basis of sex, except in
states that require the use of unisex tables.

GENERAL MATTERS

INCONTESTABILITY

We will not contest the Contract after we issue it.

SETTLEMENTS

The Contract must be returned to us prior to any settlement. We must receive due
proof of the Contract owner(s) death (or Annuitant's death if there is a
non-natural Contract owner) before we will settle a death claim.

SAFEKEEPING OF THE VARIABLE ACCOUNT'S ASSETS

We hold title to the assets of the Variable Account. We keep the assets
physically segregated and separate and apart from our general corporate assets.
We maintain records of all purchases and redemptions of the Portfolio shares
held by each of the Variable Sub-Accounts.

The Portfolios do not issue stock certificates. Therefore, we hold the Variable
Account's assets in open account in lieu of stock certificates. See the
Portfolios' prospectuses for a more complete description of the custodian of the
Portfolios.

PREMIUM TAXES

Applicable premium tax rates depend on the Contract owner's state of residency
and the insurance laws and our status in those states where premium taxes are
incurred. Premium tax rates may be changed by legislation, administrative
interpretations, or judicial acts.

TAX RESERVES

We do not establish capital gains tax reserves for any Variable Sub-Account nor
do we deduct charges for tax reserves because we believe that capital gains
attributable to the Variable Account will not be taxable. However, we reserve
the right to deduct charges to establish tax reserves for potential taxes on
realized or unrealized capital gains.

FEDERAL TAX MATTERS

THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE. WE MAKE
NO GUARANTEE REGARDING THE TAX TREATMENT OF ANY CONTRACT OR TRANSACTION
INVOLVING A CONTRACT.

Federal, state, local and other tax consequences of ownership or receipt of
distributions under an annuity contract depend on the individual circumstances
of each person. If you are concerned about any tax consequences with regard to
your individual circumstances, you should consult a competent tax adviser.

TAXATION OF NORTHBROOK LIFE INSURANCE COMPANY

Northbrook is taxed as a life insurance company under Part I of Subchapter L of
the Internal Revenue Code. Since the Variable Account is not an entity separate
from Northbrook, and its operations form a part of Northbrook, it will not be
taxed separately as a "Regulated Investment Company" under Subchapter M of the
Code. Investment income and realized capital gains of the Variable Account are
automatically applied to increase reserves under the contract. Under existing
federal income tax law, Northbrook believes that the Variable Account investment
income and capital gains will not be taxed to the extent that such income and
gains are applied to increase the reserves under the contract. Accordingly,
Northbrook does not anticipate that it will incur any federal income tax
liability attributable to the Variable Account, and therefore Northbrook does
not intend to make provisions for any such taxes. If Northbrook is taxed on
investment income or capital gains of the Variable Account, then Northbrook may
impose a charge against the Variable Account in order to make provision for such
taxes.

EXCEPTIONS TO THE NON-NATURAL OWNER RULE

There are several exceptions to the general rule that annuity contracts held by
a non-natural owner are not treated as annuity contracts for federal income tax
purposes. Contracts will generally be treated as held by a natural person if the
nominal owner is a trust or other entity which holds the Contract as agent for a
natural person. However, this special exception will not apply in the case of an
employer who is the nominal owner of an annuity contract under a non-qualified
deferred compensation arrangement for its employees. Other exceptions to the
non-natural owner rule are: (1) contracts acquired by an estate of a decedent by
reason of the death of the decedent; (2) certain qualified contracts; (3)
contracts purchased by employers upon the termination of certain qualified
plans; (4) certain contracts used in connection with structured settlement
agreements, and (5) contracts purchased with a single premium when the annuity
starting date is no later than a year from purchase of the annuity and
substantially equal periodic payments are made, not less frequently than
annually, during the annuity period.

IRS REQUIRED DISTRIBUTION AT DEATH RULES

In order to be considered an annuity contract for federal income tax purposes,
an annuity contract must provide: (1) if any owner dies on or after the annuity
start date but before the entire interest in the contract has been distributed,
the remaining portion of such interest must be distributed at least as rapidly
as under the method of distribution being used as of the date of the owner's
death; (2) if any owner dies prior to the annuity start date, the entire
interest in the contract will be distributed within five years after the date of
the owner's death. These requirements are satisfied if any portion of the
owner's interest which is payable to (or for the benefit of) a designated
beneficiary is distributed over the life of such beneficiary (or over a period
not extending beyond the life expectancy of the beneficiary) and the
distributions begin within one year of the owner's death. If the owner's
designated beneficiary is the surviving spouse of the owner, the contract may be
continued with the surviving spouse as the new owner. If the owner of the
contract is a non-natural person, then the annuitant will be treated as the
owner for purposes of applying the distribution at death rules. In addition, a
change in the annuitant on a contract owned by a non-natural person will be
treated as the death of the owner.

QUALIFIED PLANS

The Contract may be used with several types of qualified plans. Northbrook
reserves the right to limit the availability of the contract for use with any of
the qualified plans listed below. The tax rules applicable to participants in
such qualified plans vary according to the type of plan and the terms and
conditions of the plan itself. Adverse tax consequences may result from excess
contributions, premature distributions, distributions that do not conform to
specified commencement and minimum distribution rules, excess distributions and
in other circumstances. Contract owners and participants under the plan and
annuitants and beneficiaries under the Contract may be subject to the terms and
conditions of the plan regardless of the terms of the Contract.

IRAs

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an IRA. IRAs are subject to limitations
on the amount that can be contributed and on the time when distributions may
commence. Certain distributions from other types of qualified plans may be
"rolled over" on a tax-deferred basis into an IRA. An IRA generally may not
provide life insurance, but it may provide a death benefit that equals the
greater of the premiums paid and the Contract's Cash Value. The Contract
provides a death benefit that in certain circumstances may exceed the greater of
the payments and the Contract Value. It is possible that the death benefit could
be viewed as violating the prohibition on investment in life insurance contracts
with the result that the Contract would not be viewed as satisfying the
requirements of an IRA.

ROTH IRAs

Section 408A of the Code permits eligible individuals to make nondeductible
contributions to an individual retirement program known as a Roth IRA. Roth IRAs
are subject to limitations on the amount that can be contributed and on the time
when distributions may commence. "Qualified distributions" from Roth IRAs are
not includible in gross income. "Qualified distributions" are any distributions
made more than five taxable years after the taxable year of the first
contribution to the Roth IRA, and which are made on or after the date the
individual attains age 59 1/2, made to a beneficiary after the owner's death,
attributable to the owner being disabled or for a first time home purchase
(first time home purchases are subject to a lifetime limit of $10,000).
"Nonqualified distributions" are treated as made from contributions first and
are includible in gross income to the extent such distributions exceed the
contributions made to the Roth IRA. The taxable portion of a "nonqualified
distribution" may be subject to the 10% penalty tax on premature distributions.
Subject to certain limitations, a traditional Individual Retirement Account or
Annuity may be converted or "rolled over" to a Roth IRA. The taxable portion of
a conversion or rollover distribution is includible in gross income, but is
exempted from the 10% penalty tax on premature distributions.

SIMPLIFIED EMPLOYEE PENSION PLANS

Section 408(k) of the Code allows employers to establish simplified employee
pension plans for their employees using the employees' IRAs if certain criteria
are met. Under these plans the employer may, within specified limits, make
deductible contributions on behalf of the employees to their individual
retirement annuities. Employers intending to use the Contract in connection with
such plans should seek competent advice. In particular, employers should
consider that an IRA generally may not provide life insurance, but it may
provide a death benefit that equals the greater of the premiums paid and the
contract's cash value. The Contract provides a death benefit that in certain
circumstances may exceed the greater of the payments and the Contract Value.

SAVINGS INCENTIVE MATCH PLANS FOR EMPLOYEES (SIMPLE PLANS)

Sections 408(p) and 401(k) of the Code allow employers with 100 or fewer
employees to establish SIMPLE retirement plans for their employees. SIMPLE plans
may be structured as a SIMPLE retirement account using an employee's IRA to hold
the assets or as a Section 401(k) qualified cash or deferred arrangement. In
general, a SIMPLE plan consists of a salary deferral program for eligible
employees and matching or nonelective contributions made by employers. Employers
intending to use the Contract in conjunction with SIMPLE plans should seek
competent tax and legal advice.

TAX SHELTERED ANNUITIES

Section 403(b) of the Code permits public school employees and employees of
certain types of tax-exempt organizations (specified in Section 501(c)(3) of the
Code) to have their employers purchase annuity contracts for them, and subject
to certain limitations, to exclude the purchase payments from the employees'
gross income. An annuity contract used for a Section 403(b) plan must provide
that distributions attributable to salary reduction contributions made after
12/31/88, and all earnings on salary reduction contributions, may be made only
on or after the date the employee attains age 59 1/2, separates from service,
dies, becomes disabled or on the account of hardship (earnings on salary
reduction contributions may not be distributed for hardship). These limitations
do not apply to withdrawals where Northbrook is directed to transfer some or all
of the Contract Value to another 403(b) plan.

CORPORATE AND SELF-EMPLOYED PENSION AND PROFIT SHARING PLANS

Sections 401(a) and 403(a) of the Code permit corporate employers to establish
various types of tax favored retirement plans for employees. The Self-Employed
Individuals Retirement Act of 1962, as amended, (commonly referred to as "H.R.
10" or "Keogh") permits self-employed individuals to establish tax favored
retirement plans for themselves and their employees. Such retirement plans may
permit the purchase of annuity contracts in order to provide benefits under the
plans.

STATE AND LOCAL GOVERNMENT AND TAX-EXEMPT ORGANIZATION DEFERRED
COMPENSATION PLANS

Section 457 of the Code permits employees of state and local governments and
tax-exempt organizations to defer a portion of their compensation without paying
current taxes. The employees must be participants in an eligible deferred
compensation plan. To the extent the Contracts are used in connection with an
eligible plan, employees are considered general creditors of the employer and
the employer as owner of the contract has the sole right to the proceeds of the
contract. Generally, under the non-natural owner rules, such Contracts are not
treated as annuity contracts for federal income tax purposes. Under these plans,
contributions made for the benefit of the employees will not be includible in
the employees' gross income until distributed from the plan. However, under a
Section 457 plan all the compensation deferred under the plan must remain solely
the property of the employer, subject only to the claims of the employer's
general creditors, until such time as made available to the employee or a
beneficiary.

EXPERTS

------------------------------------------------------------------------------

The financial statements of the Northbrook as of December 31, 1999 and 1998 and
for each of the three years in the period ended December 31, 1999 and the
related financial statement schedule that appear in this Statement of Additional
Information have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report appearing herein, and are included in reliance upon the
report of such firm given upon their authority as experts in accounting and
auditing.

The financial statements of the Variable Account as of December 31, 1999 and for
the periods in the two years then ended that appear in this Statement of
Additional Information have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report appearing herein, and are included in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

-----------------------------------------------------------------------------

FINANCIAL STATEMENTS

The financial statements of the Variable Account as of December 31, 1999 and for
each of the periods in the two years then ended, the financial statements of the
Northbrook as of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 and related financial statement schedule and
the accompanying Independent Auditors' Reports appear in the pages that follow.
The financial statements and schedule of Northbrook included herein should be
considered only as bearing upon the ability of Northbrook to meet its
obligations under the Contracts.

(The financial statements will be filed by pre-effective amendment.)
<PAGE>

PART C

OTHER INFORMATION

24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

Northbrook Life Insurance Company Financial Statements and Northbrook Variable
Annuity Account II Financial Statements are included in the Part B of this
Registration Statement.*

(b) EXHIBITS

(1) Resolution of the Board of Directors of Northbrook Life Insurance Company
authorizing establishment of the Variable Annuity Account II (Incorporated
herein by reference to Post-Effective Amendment No. 13 to Registrant's
registration statement, File No. 033-35412, dated December 31, 1996)

(2) Not applicable

(3) Underwriting Agreement for Morgan Stanley Dean Witter Variable Annuity 3
AssetManager*

(4)(a) Form of Contract and Riders

(5) Form of Application

(6)(a) Amended and Restated Articles of Incorporation and Articles of
Redomestication of Northbrook Life Insurance Company (Incorporated herein
by reference to Depositor's Form 10-K dated March 30, 1999)

(b) Amended and Restated By-laws of Northbrook Life Insurance Company
(Incorporated herein by reference to Depositor's Form 10-K dated March 30,
1999)

(7) Not applicable

(8) Forms of Participation Agreements:

(a) Morgan Stanley Dean Witter Variable Investment Series (Incorporated herein
by reference to Post-Effective Amendment No. 12 to registrant's
registration statement, File No. 033-35412, dated April 29, 1996)

(b) Morgan Stanley Dean Witter Universal Funds, Inc. (Incorporated herein by
reference to Post-Effective Amendment No. 1 to registrant's registration
statement (File No. 333-93871 dated January 28, 2000)

(c) AIM Variable Insurance Funds (Incorporated herein by reference to
Post-Effective Amendment No. 1 to registrant's registration statement (File
No. 333-93871 dated January 28, 2000)

(d) Alliance Variable Products Series Fund(Incorporated herein by reference to
Post-Effective Amendment No. 1 to registrant's registration statement (File
No. 333-93871 dated January 28, 2000)

(e) Putnam Variable Trust (Incorporated herein by reference to Post-Effective
Amendment No. 1 to registrant's registration statement (File No. 333-93871
dated January 28, 2000)

(f) Van Kampen Life Investment Trust (Incorporated herein by reference to
Post-Effective Amendment No. 1 to registrant's registration statement (File
No. 333-93871 dated January 28, 2000)

(9) Opinion and Consent of Michael J. Velotta, Vice President, Secretary and
General Counsel of Northbrook Life Insurance Company*

(10)(a) Independent Auditors' Consent*

(b) Consent of Freedman, Levy, Kroll & Simonds*

(11) Not applicable

(12) Not applicable

(13) Performance Data Calculations*

(14) Not applicable

(99) Powers of Attorney for Thomas J. Wilson, II, Michael J. Velotta, Sarah R.
Donahue, John R. Hunter, Kevin R. Slawin, Casey J. Sylla, Timothy N. Vander
Pas and Samuel H. Pilch (Incorporated herein by reference to Post-Effective
Amendment No. 30 to Registrant's registration statement (File No. 33-35412)
dated May 1, 2000).

* To be filed by Pre-Effective Amendment

<PAGE>

25. DIRECTORS AND OFFICERS OF THE DEPOSITOR, NORTHBROOK LIFE INSURANCE COMPANY
<TABLE>
<CAPTION>
NAME AND PRINCIPAL POSITION AND OFFICE WITH
BUSINESS ADDRESS DEPOSITOR OF THE ACCOUNT

<S> <C> <C>
Thomas J. Wilson, II Director, President and Chief Operating Officer
(Principal Executive Officer)
Michael J. Velotta Director, Vice President, Secretary and General Counsel
John R. Hunter Director and Vice President
Kevin R. Slawin Director and Vice President (Principal Financial Officer)
Timothy N. Vander Pas Director and Assistant Vice President
Sarah R. Donahue Director and Assistant Vice President
Casey J. Sylla Director and Chief Investment Officer
Marla G. Friedman Vice President
Karen C. Gardner Vice President
Samuel H. Pilch Controller (Principal Accounting Officer)
James P. Zils Treasurer
Ronald A. Johnson Assistant Vice President
Barry S. Paul Assistant Vice President and Assistant Treasurer
C. Nelson Strom Assistant Vice President and Corporate Actuary
Charles F. Thalheimer Assistant Vice President
Patricia W. Wilson Assistant Vice President, Assistant Secretary and
Assistant Treasurer
Joanne M. Derrig Assistant Secretary, Assistant General Counsel and
Chief Compliance Officer
Emma M. Kalaidjian Assistant Secretary
Paul N. Kierig Assistant Secretary
Mary J. McGinn Assistant Secretary
</TABLE>

The principal business address of the foregoing officers and directors is 3100
Sanders Road, Northbrook, Illinois 60062.

26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH DEPOSITOR OR REGISTRANT

Incorporated herein by reference to Annual Report on Form 10-K, filed by the
Allstate Corporation on March 28, 2000 (File No. 1-11840).

27. NUMBER OF CONTRACT OWNERS

As of the date of the filing of this Registration Statement, the offering of the
Variable Annuity 3 AssetManager contract had not commenced.

28. INDEMNIFICATION

The General Agency Agreement (Exhibit 3(b)) contains a provision in which
Northbrook Life agrees to indemnify Dean Witter Reynolds as Underwriter for
certain damages and expenses that may be caused by actions, statements or
omissions by Northbrook Life. The Agreement to Purchase Shares contains a
similar provision in paragraph 16 of Exhibit 12.

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

<PAGE>

29. PRINCIPAL UNDERWRITERS

(a) Registrant's principal underwriter, Dean Witter Reynolds Inc., is the
principal underwriter for the following affiliated investment companies:

Northbrook Variable Annuity Account
Northbrook Life Variable Life Separate Account A
Allstate Life of New York Variable Annuity Account
Allstate Life of New York Variable Annuity Account II

(b) The directors and principal officers of the principal underwriter are:

<TABLE>
<CAPTION>
Name and Principal Business Positions and Officers
Address* of Each Such Person with Principal Underwriter
<S> <C> <C>
Bruce F. Alonso Director
Donald G. Kempf, Jr. Director
John J. Mack Director
Alan A. Schroder Director
Robert G. Scott Director
Philip J. Purcell Director, Chairman and Chief Executive Officer
Richard M. DeMartini Director, President and Chief Operating Officer,
Dean Witter Capital
James F. Higgins Director, President and Chief Operating Officer,
Dean Witter Financial
Stephen R. Miller Director, Senior Executive Vice President
Mitchell M. Merin Director, Executive Vice President and
Chief Administrative Officer

Michael H. Stone Executive Vice President, General Counsel and
Secretary
Raymond J. Drop Director, Executive Vice President
Frederick J. Frohne Executive Vice President
E. Davisson Hardman, Jr. Executive Vice President
Jeremiah A. Mullins Executive Vice President
John H. Schaefer Director, Executive Vice President
Thomas C. Schneider Director, Executive Vice President
Robert B. Sculthorpe Executive Vice President
William B. Smith Executive Vice President
Ronald T. Carman Senior Vice President, Associate General Counsel
and Assistant Secretary

Paul J. Dubow Senior Vice President and Deputy General Counsel
Alexander C. Frank Senior Vice President and Treasurer
Michael T. Gregg Senior Vice President, Deputy General Counsel
and Assistant Secretary
Kelly McNamara Corley Senior Vice President and Director of Governmental
Affairs
Charles F. Vadala, Jr. Senior Vice President and Chief Financial Officer
Anthony Basile Senior Vice President
Michael T. Cunningham Senior Vice President
Mary E. Curran Senior Vice President
Lorena J. Kern Senior Vice President
George R. Ross Senior Vice President
Debra M. Aaron Vice President
Darlene R. Lockhart Vice President
Harvey B. Mogenson Vice President
Kevin Mooney Vice President
Saul Rosen Vice President
Frank G. Skubic Vice President
Eileen S. Wallace Vice President
Michael D. Browne Assistant Secretary
Marilyn K. Cranney Assistant Secretary
Sabrina Hurley Assistant Secretary
Joyce L. Kramer Assistant Secretary
</TABLE>

* The principal business address of the above-named individuals is Two World
Trade Center, New York, New York 10048.

<PAGE>

The following commissions and other compensation were received by each principal
underwriter, directly or indirectly, from the Registrant during the Registrant's
last fiscal year.

Name of Principal Net Underwriting Compensation on Brokerage Compensation
Underwriter Discounts and Redemption Commissions
Commissions

----------------- ---------------- -------------- ----------- ------------

<S> <C> <C> <C> <C>
Dean Witter N/A N/A N/A N/A
Reynolds Inc.

</TABLE>

30. LOCATION OF ACCOUNTS AND RECORDS

The Depositor, Northbrook Life Insurance Company, is located at 3100 Sanders
Road, Northbrook, Illinois 60062. The Distributor, Dean Witter Reynolds Inc., is
located at Two World Trade Center, New York, New York 10048.

Each company maintains those accounts and records required to be maintained
pursuant to Section 31(a)of the Investment Company Act and the rules promulgated
thereunder.

31. MANAGEMENT SERVICES

None

32. UNDERTAKINGS

The Registrant undertakes to file a post-effective amendment to the Registration
Statement as frequently as is necessary to ensure that the audited financial
statements in the Registration Statement are never more than 16 months old for
so long as payments under the variable annuity contracts may be accepted.
Registrant furthermore agrees to include either, as part of any prospectus or
application to purchase a contract offered by the prospectus, a toll-free number
that an applicant can call to request a Statement of Additional Information or a
post card or similar written communication that the applicant can remove to send
for a Statement of Additional Information. Finally, the Registrant agrees to
deliver any Statement of Additional Information and any Financial Statements
required to be made available under this Form N-4 promptly upon written or oral
request.

REPRESENTATIONS PURSUANT TO SECTION 403(B) OF THE INTERNAL REVENUE CODE

The Company represents that it is relying upon a November 28, 1988 Securities
and Exchange Commission no-action letter issued to the American Council of Life
Insurance and that the provisions of paragraphs 1-4 of the no-action letter have
been complied with.

REPRESENTATION REGARDING CONTRACT EXPENSES

Northbrook Life Insurance Company represents that the fees and charges deducted
under the Contracts described in this Registration Statement, in the aggregate,
are reasonable in relation to the services rendered, the expenses expected to be
incurred, and the risks assumed by Northbrook Life Insurance Company under the
Contracts. Northbrook Life Insurance Company bases its representation on its
assessment of all of the facts and circumstances, including such relevant
factors as: the nature and extent of such services, expenses and risks; the need
for Northbrook Life Insurance Company to earn a profit; the degree to which the
Contracts include innovative features; and the regulatory standards for
exemptive relief under the Investment Company Act of 1940 used prior to October
1996, including the range of industry practice. This representation applies to
all Contracts sold pursuant to the Registration Statement, including those sold
on the terms specifically described in the prospectus(es) contained herein, or
any variations therein, based on supplements, endorsements, or riders to any
Contracts or prospectus(es), or otherwise.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, Northbrook Variable Annuity Account II, has caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the Township of Northfield, State of Illinois, on the
6th day of June, 2000.

NORTHBROOK VARIABLE ANNUITY ACCOUNT II

(REGISTRANT)

BY: NORTHBROOK LIFE INSURANCE COMPANY

(DEPOSITOR)

By:/s/MICHAEL J. VELOTTA
Michael J. Velotta
Vice President, Secretary and General Counsel

As required by the Securities Act of 1933, this Registration Statement has been
duly signed below by the following Directors and Officers of Northbrook Life
Insurance Company on the 6th day of June, 2000.

*/THOMAS J. WILSON, II President, Chief Operating Officer
Thomas J. Wilson, II and Director, (Principal Executive Officer)

/s/MICHAEL J. VELOTTA Vice President, Secretary,
Michael J. Velotta General Counsel and Director

*/JOHN R. HUNTER Vice President and Director
John R. Hunter

*/KEVIN R. SLAWIN Vice President and Director
Kevin R. Slawin (Principal Financial Officer)

*/CASEY J. SYLLA Chief Investment Officer and Director
Case J. Sylla

*/SARAH R. DONAHUE Assistant Vice President and Director
Sarah R. Donahue

*/TIMOTHY N. VANDER PAS Assistant Vice President and Director
Timothy N. Vander Pas

*/SAMUEL H. PILCH Controller (Principal Accounting Officer)
Samuel H. Pilch

*/By Michael J. Velotta, pursuant to Powers of Attorney previously filed.

<PAGE>
EXHIBIT INDEX

Exhibit Description

(4) Form of Contract
(5) Form of Application