<PAGE>
PROSPECTUS SUPPLEMENT
ALLMERICA ADVANTAGE
(Supplement to prospectus dated July 8, 1996)
The information in the first paragraph under the caption "RIGHT TO REVOKE OR
SURRENDER IN SOME STATES" is amended to include the state of Oregon.
***
The last sentence of the first paragraph under the caption "B. Transfer
Privilege," on page 34 is deleted and replaced with the following:
In Massachusetts, payments and transfers to the Fixed Account are subject to
certain restrictions. In Oregon, no payments or transfers to the Fixed
Account are permitted at any time. See Appendix A.
***
In the material under the caption "Market Value Adjustment" on page 42 of the
prospectus, the definition of "j" is revised to delete the phrase
"(interpolated for partial years in the state of Pennsylvania.)"
***
The first sentence of the last paragraph under the caption "Appendix A - More
Information About the Fixed Account" is amended to delete the reference to
Oregon and the following sentence is added at the end of the last paragraph:
The Fixed Account is not available to Contract Owners who purchase the
Contract in the state of Oregon.
***
The information in "Part 1. Surrender Charges" under "Appendix B - Surrender
Charges and Market Value Adjustment" on page 51 of the prospectus is amended
in its entirety to read as follows:
<PAGE>
PART 1: SURRENDER CHARGES
FULL SURRENDER
Assume a payment of $50,000 is made on the Date of Issue and no
additional payments are made. Assume there are no withdrawals and that
the Withdrawal Without Surrender Charge Amount is equal to the greater of
10% of the current Accumulated Value or the accumulated earnings in the
Contract. The table below presents examples of the surrender charge resulting
from a full surrender, based on Hypothetical Accumulated Values.
Withdrawal
Without
Hypothetical Surrender Surrender
Contract Accumulated Charge Charge Surrender
Year Value Amount Percentage Charge
- ---------- ------------- ------------ ----------- -----------
1 $ 54,000.00 $ 5,400.00 8% $3,888.00
2 58,320.00 8,320.00 8% 4,000.00
3 62,985.60 12,985.60 7% 3,500.00
4 68,024.45 18,024.45 6% 3,000.00
5 73,466.40 23,466.40 5% 2,500.00
6 79,343.72 29,343.72 4% 2,000.00
7 85,691.21 35,691.21 3% 1,500.00
8 92,546.51 42,546.51 2% 1,000.00
9 99,950.23 49,950.23 1% 500.00
10 107,946.25 57,946.25 0% 0.00
WITHDRAWALS
Assume a payment of $50,000 is made on the Date of Issue and no additional
payments are made. Assume that the Withdrawal Without Surrender Charge Amount
is equal to the greater of 10% of the current Accumulated Value or the
accumulated earnings in the contract and there are withdrawals as detailed
below. The table below presents examples of the surrender charge resulting
from withdrawals, based on Hypothetical Accumulated Value.
Withdrawal
Without
Hypothetical Surrender Surrender
Contract Accumulated Charge Charge Surrender
Year Value Withdrawals Amount Percentage Charge
--------- ------------ ----------- ---------- ---------- -------
1 $54,000.00 $ 0.00 $ 5,400.00 8% $ 0.00
2 58,320.00 0.00 8,320.00 8% 0.00
3 62,985.60 0.00 12,985.60 7% 0.00
4 68,024.45 30,000.00 18,024.45 6% 718.53
5 41,066.40 10,000.00 4,106.68 5% 294.67
6 33,551.72 5,000.00 3,355.17 4% 65.79
7 30,835.85 10,000.00 3,083.59 3% 207.49
8 22,502.72 15,000.00 2,250.27 2% 254.99
9 8,102.94 0.00 810.29 1% 0.00
10 8,751.17 0.00 1,248.45 0% 0.00
SUPPLEMENT DATED JANUARY 2, 1997
