SEP ACCT VA K EXECANNUITY OF ALLMERICA FIN LFE INS & ANN CO, 485BPOS, 1998-12-29

SEP ACCT VA K EXECANNUITY OF ALLMERICA FIN LFE INS & ANN CO
485BPOS, 1998-12-29

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<PAGE>

File No. 33-39702
811-6293

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 15

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 27

SEPARATE ACCOUNT VA-K OF ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY
(Exact Name of Registrant)

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)

Abigail M. Armstrong Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

X immediately upon filing pursuant to paragraph (b) of Rule 485
----
on (date) pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
----
on (date) pursuant to paragraph (a)(1) of Rule 485
----
this post-effective amendment designates a new effective
---- date for a previously filed post-effective amendment

VARIABLE ANNUITY POLICIES

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940
("the 1940 Act"), Registrant hereby declares that an indefinite amount of its
securities is being registered under the Securities Act of 1933 ("the
1933 Act"). The Rule 24f-2 Notice for the issuer's fiscal year ended
December 31, 1997 was filed on or before March 30, 1998.

<PAGE>

This Post-Effective Amendment No. 15 under the Securities Act of 1933 is being
filed for the purposes of adding a supplement to the Prospectuses of Separate
Account VA-K of Allmerica Financial Life Insurance and Annuity Company dated
May 1, 1998 and to generally update corporate information for the Company and
the Registrant in Part C. All other pertinent information regarding this
Registration Statement, including the Prospectuses and Statement of Additional
Information, was previously filed in Registrant's Post-Effective Amendment
No. 14 on April 24, 1998 and is incorporated by reference herein.

<PAGE>

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4

FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ---------------- ---------------------

1. . . . . . . . . .Cover Page

2. . . . . . . . . .Special Terms

3. . . . . . . . . .Summary; Annual and Transaction Expenses

4 . . . . . . . . .Condensed Financial Information; Performance Information

5. . . . . . . . . .Prospectus A: Description of the Company, the Separate
Account, the Trust, Variable Insurance Products Fund,
Variable Insurance Products Fund II, T. Rowe Price
International Series, Inc. and Delaware Group Premium Fund,
Inc. Prospectus B: Description of the Company, the Variable
Account, the Trust, Variable Insurance Products Fund,
Variable Insurance Products Fund II, T. Rowe Price
International Series, Inc. and Delaware Group Premium
Fund, Inc.

6. . . . . . . . . .Charges and Deductions

7. . . . . . . . . .Prospectus A: The Variable Annuity Policies
Prospectus B: Description of the Contract

8. . . . . . . . . .Prospectus A: The Variable Annuity Policies
Prospectus B: Electing the Form of Annuity and the Annuity
Date; Description of Variable Annuity Option; Annuity
Benefit Payments

9. . . . . . . . . .Death Benefit

10 . . . . . . . . .Prospectus A: Purchase Payments; Computation of Policy
Values and Annuity Payments
Prospectus B: Payments; Computation of Values; Distribution

11 . . . . . . . . .Prospectus A: Surrender; Partial Redemption
Prospectus B: Surrender; Withdrawals; Charge for
Surrender and Withdrawal; Withdrawal Without Surrender
Charge; Texas Optional Retirement Program

12 . . . . . . . . .Federal Tax Considerations

13 . . . . . . . . .Legal Matters

14 . . . . . . . . .Statement of Additional Information - Table of Contents

FORM N-4 ITEM NO. CAPTION IN THE STATEMENT OF ADDITIONAL INFORMATION
- ----------------- --------------------------------------------------

15 . . . . . . . . .Cover Page
<PAGE>

16 . . . . . . . . .Table of Contents

17 . . . . . . . . .General Information and History

18 . . . . . . . . .Services

19 . . . . . . . . .Underwriters

20 . . . . . . . . .Underwriters

21 . . . . . . . . .Performance Information

22 . . . . . . . . .Annuity Benefit Payments

23 . . . . . . . . .Financial Statements

<PAGE>

SEPARATE ACCOUNT VA-K
EXECANNUITY PLUS
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998

***

Effective December 29, 1998, an optional Minimum Guaranteed Annuity Payout
Rider will be available under the Policy.* The following information
supplements the corresponding sections of the Prospectus. Please consult the
Prospectus for the full text of each supplemented section.

*Please note, the Minimum Guaranteed Annuity Payout Rider is not available in
all states.

In the Table of Contents on page 3 of the Prospectus, the following is changed:

Under CHARGES AND DEDUCTIONS:

"B. Optional Minimum Guaranteed Annuity Payout Rider Charge" is added
"B. Premium Taxes" is changed to "C. Premium Taxes"
"C. Policy Fee" is changed to "D. Policy Fee"
"D. Annual Charges Against Separate Account Assets" is changed to "E.
Annual Charges Against Separate Account Assets"

Under THE VARIABLE ANNUITY POLICIES:
"L. Optional Minimum Guaranteed Annuity Payout Rider" is added
"L. NORRIS Decision" is changed to "M. NORRIS Decision"
"M. Computation of Values" is changed to "N. Computation of Values"

In the Summary on page 8 of the Prospectus, the following is added to the end of
the section entitled "Annuity Payments:"

An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. See "N. Optional Minimum Guaranteed Annuity
Payout Rider" under "THE VARIABLE ANNUITY POLICIES." If elected, the
rider guarantees the Annuitant a minimum amount of fixed annuity lifetime
income during the annuity payout phase, subject to certain conditions. On
each Policy anniversary a Minimum Guaranteed Annuity Payout Benefit Base is
determined. The Minimum Guaranteed Annuity Payout Benefit Base is the
value that will be annuitized should you exercise the Rider. Annuitization
under this Rider will occur at the guaranteed annuity purchase rates listed
under the Annuity Option Tables in your Policy. The Minimum Guaranteed
Annuity Payout Benefit Base is equal to the greatest of:

(a) the Accumulated Value; or
(b) Accumulated Value on the effective date of the Rider compounded daily
at an annual rate of 5% plus gross payments made thereafter
compounded daily at an annual rate of 5%, starting on the date each
payment is applied, decreased proportionately to reflect withdrawals;
or
(c) the highest Accumulated Value of all Policy anniversaries since the
Rider effective date, as determined after the Accumulated Value of
each Policy anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.

For each withdrawal described in (b) and (c) above, the proportionate reduction
is calculated by multiplying the (b) or (c) value determined immediately prior
to the withdrawal by the following fraction:

Amount of the Withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal.
<PAGE>

In the Summary on page 9 of the Prospectus, the following is added after the
section entitled "Charges and Deductions:"

G. OPTIONAL MINIMUM GURANTEED ANNUITY PAYOUT RIDER CHARGE
Subject to state availability, the Company offers the following Rider that
may be elected by the Owner. A separate monthly charge is made for the
Rider which is deducted from the Accumulated Value at the end of each month
within which the Rider has been in effect. The applicable charge is
assessed by multiplying the Accumulated Value on the last day of each month
and on the date the Rider is terminated by 1/12th of the following annual
percentage rates:

Minimum Guaranteed Annuity Payout Rider with a ten year waiting
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0.25%
Minimum Guaranteed Annuity Payout Rider with a fifteen year waiting
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0.15%

For a description of this Rider, see "B. Optional Minimum Guaranteed
Annuity Payout Rider Charge" under "CHARGES AND DEDUCTIONS," and "L.
Optional Minimum Guaranteed Annuity Payout Rider" under "THE VARIABLE
ANNUITY POLICIES."

Under "ANNUAL AND TRANSACTION EXPENSES" on page 10 of the Prospectus, after
"Annual Policy Fee," the following is inserted:

OPTIONAL RIDER CHARGES:
(on an annual basis as a percentage of Accumulated Value)
Optional Minimum Guaranteed Annuity Payout Rider with a
ten-year waiting period: 0.25%*
Optional Minimum Guaranteed Annuity Payout Rider with a
fifteen-year waiting period: 0.15%*

Under "ANNUAL AND TRANSACTION EXPENSES" on page 10 of the Prospectus, below
"Total Asset Charge," the following is inserted:

*if the rider is elected, this annual charge is deducted on a monthly basis
at the end of each month within which the rider was in effect.

Under "ANNUAL AND TRANSACTION EXPENSES" on page 12 of the Prospectus, table (1)
is renamed table (1)(a) and the following table is inserted following table
(1)(a):

(1)(b) If, at the end of the applicable time period, you surrender your
Contract or annuitize* under a commutable period certain option or a
non-commutable period certain option of less than ten years, you would pay
the following expenses on a $1,000 investment, assuming 5% annual return on
assets and election of a Minimum Guaranteed Annuity Payout Rider(1) with a
ten-year waiting period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------
Select International Equity Fund $102 $ 155 $ 200 $ 316
DGPF International Equity Series $100 $ 149 $ 189 $ 295
Fidelity VIP Overseas Portfolio $100 $ 149 $ 190 $ 297
T. Rowe Price International Stock Portfolio $102 $ 153 $ 196 $ 309
Select Aggressive Growth Fund $101 $ 151 $ 193 $ 303
Select Capital Appreciation Fund $102 $ 155 $ 199 $ 314
Select Value Opportunity Fund $101 $ 153 $ 196 $ 308
Select Growth Fund $100 $ 150 $ 190 $ 298
Growth Fund $97 $ 138 $ 170 $ 257
Fidelity VIP Growth Portfolio $98 $ 143 $ 178 $ 274
Equity Index Fund $96 $ 136 $ 166 $ 249
Select Growth and Income Fund $99 $ 145 $ 182 $ 282
Fidelity VIP Equity-Income Portfolio $97 $ 140 $ 173 $ 263
Fidelity VIP II Asset Manager Portfolio $98 $ 142 $ 176 $ 270

<PAGE>
Fidelity VIP High Income Portfolio $98 $ 144 $ 179 $ 276
Investment Grade Income Fund $97 $ 139 $ 171 $ 259
Government Bond Fund $98 $ 142 $ 177 $ 272
Money Market Fund $95 $ 133 $ 161 $ 240

Under "ANNUAL AND TRANSACTION EXPENSES" on page 13 of the Prospectus, table (2)
is renamed table (2)(a) and the following table is inserted following table
(2)(a):

(2)(b) If you annuitize* under a life option or any non-commutable period
certain option of ten years or more at the end of the applicable time
period, or if you do NOT surrender or annuitize the Contract you would pay
the following expenses on a $1,000 investment, assuming an annual 5% return
on assets and election of a Minimum Guaranteed Annuity Payout Rider(1) with
a ten-year waiting period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------
Select International Equity Fund $29 $ 88 $ 150 $ 316
DGPF International Equity Series $27 $ 81 $ 139 $ 295
Fidelity VIP Overseas Portfolio $27 $ 82 $ 140 $ 297
T. Rowe Price International Stock Portfolio $28 $ 86 $ 146 $ 309
Select Aggressive Growth Fund $27 $ 84 $ 143 $ 303
Select Capital Appreciation Fund $29 $ 87 $ 149 $ 314
Select Value Opportunity Fund $28 $ 86 $ 146 $ 308
Select Growth Fund $27 $ 82 $ 140 $ 298
Growth Fund $23 $ 70 $ 120 $ 257
Fidelity VIP Growth Portfolio $24 $ 75 $ 128 $ 274
Equity Index Fund $22 $ 68 $ 116 $ 249
Select Growth and Income Fund $25 $ 77 $ 132 $ 282
Fidelity VIP Equity-Income Portfolio $23 $ 72 $ 123 $ 263
Fidelity VIP II Asset Manager Portfolio $24 $ 74 $ 126 $ 270
Fidelity VIP High Income Portfolio $25 $ 76 $ 129 $ 276
Investment Grade Income Fund $23 $ 71 $ 121 $ 259
Government Bond Fund $24 $ 74 $ 127 $ 272
Money Market Fund $21 $ 65 $ 111 $ 240

(1) If the Minimum Guaranteed Annuity Payout Rider is exercised, you may
only annuitize under a fixed annuity payout option involving a life
contingency at the guaranteed annuity purchase rates listed under the
Annuity Option Tables in your Policy.

Under "PERFORMANCE INFORMATION" on page 17 of the Prospectus, between the second
and third sentences in the first paragraph, the following is inserted:

The calculation is not adjusted to reflect the deduction of a Minimum
Guaranteed Annuity Payout Rider charge.

Under "PERFORMANCE INFORMATION" on page 17 of the Prospectus, at the end of the
fifth paragraph, the following is inserted:

In addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Policy
features.

Under "CHARGES AND DEDUCTIONS" on pages 29 and 30 of the Prospectus, "B. Premium
Taxes" is renamed "C. Premium Taxes," "C. Policy Fee" is renamed "D. Policy
Fee," "D. Annual Charges Against Separate Account Assets" is renamed "E. Annual
Charges Against Separate Account Assets" and the following is inserted:
<PAGE>

B. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT CHARGE

Subject to state availability, the Company offers an optional Minimum
Guaranteed Annuity Payout Rider that may be elected by the Owner. A
separate monthly charge is made for the Rider. On the last day of each
month and on the date the Rider is terminated, a charge equal to 1/12th of
an annual rate (see table below) is made against the Accumulated Value of
the Policy at that time. The charge is made through a pro-rata reduction
of the Accumulated Value of the Sub-Accounts, the Fixed Account and the
Guarantee Period Accounts (based on the relative value that the
Accumulation Units of the Sub-Accounts, the dollar amounts in the Fixed
Account and the dollar amounts in the Guarantee Period Accounts bear to the
total Accumulated Value).

The applicable charge is assessed on the Accumulated Value on the last day
of each month and on the date the Rider is terminated, multiplied by 1/12th
of the following annual percentage rates:

Minimum Guaranteed Annuity Payout Rider with ten-year waiting
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0.25%
Minimum Guaranteed Annuity Payout Rider with fifteen-year waiting
period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .0.15%

For a description of the Rider, see "L. Optional Minimum Guaranteed Annuity
Payout Rider" under "THE VARIABLE ANNUITY POLICIES," above.

Under "J. Electing the Form of Annuity and the Annuity Date" on page 37 of the
Prospectus, the following is inserted above "K. Description of Variable Annuity
Payout Options:"

If the Owner exercises the Minimum Guaranteed Annuity Payout Rider, annuity
benefit payments must be made under a fixed annuity payout option involving
a life contingency and must occur at the guaranteed annuity purchase rates
listed under the Annuity Option Tables in the Policy.

Under "THE VARIABLE ANNUITY POLICIES" on page 38 of the Prospectus, "L. NORRIS
Decision" is changed to "M. NORRIS Decision" and "M. Computation of Policy
Values and Annuity Benefit Payments" is changed to "N. Computation of Policy
Values and Annuity Benefit Payments" and the following is inserted above "M.
NORRIS Decision:"

L. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT RIDER

An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. The Minimum Guaranteed Annuity Payout Rider
guarantees a minimum amount of fixed annuity lifetime income during the
annuity payout phase, subject to the conditions described below. On each
Policy anniversary a Minimum Guaranteed Annuity Payout Benefit Base is
determined. The Minimum Guaranteed Annuity Payout Benefit Base is the
value that will be annuitized if the Rider is exercised. Annuitization
under this Rider will occur at the guaranteed annuity purchase rates listed
under the Annuity Option Tables in the Policy. The Minimum Guaranteed
Annuity Payout Benefit Base is equal to the greatest of:

For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value determined
immediately prior to the withdrawal by the following fraction:

Amount of the Withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal
<PAGE>

CONDITIONS OF ELECTION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

-The Owner may elect the Minimum Guaranteed Annuity Payout Rider at Policy
issue or at any time thereafter, however, if the Rider is not elected
within thirty days after Policy issue or within thirty days after a Policy
anniversary date, the effective date of the Rider will be the following
Policy anniversary date.

-The Owner may not elect a Rider with a ten-year waiting period if at the
time of election the Annuitant has reached his or her 78th birthday. The
Owner may not elect a Rider with a fifteen-year waiting period if at the
time of election the Annuitant has reached his or her 73rd birthday.

CONDITIONS OF EXERCISE OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

-The Owner may only exercise the Minimum Guaranteed Annuity Payout Rider
within thirty days after any Policy anniversary following the expiration
of a ten or fifteen-year waiting period from the effective date of the
Rider.

-The Owner may only annuitize under a fixed annuity payout option involving
a life contingency as provided under "K. Description of Variable Annuity
Payout Options."

-The Owner may only annuitize at the guaranteed annuity purchase rates
listed under the Annuity Option Tables in the Policy.

TERMINATION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

-The Owner may not terminate the Minimum Guaranteed Annuity Payout Rider
prior to the seventh Policy anniversary after the effective date of the
Rider, unless such termination occurs on or within thirty days after a
Policy anniversary and in conjunction with the purchase of a Minimum
Guaranteed Annuity Payout Rider with a waiting period of equal or greater
length at its then current price, if available.

-After the seventh Policy anniversary from the effective date of the Rider
the Owner may terminate the Rider at any time.

-The Owner may repurchase a Rider with a waiting period equal to or greater
than the Rider then in force at the new Rider's then current price, if
available, however, repurchase may only occur on or within thirty days of a
Policy anniversary.

- Other than in the event of a repurchase, once terminated the Rider may
not be purchased again.

-The Rider will terminate upon surrender of the Policy or the date that a
death benefit is payable if the Policy is not continued under "H. The
Spouse of the Owner as Beneficiary" (see "THE VARIABLE ANNUITY POLICIES").

From time to time the Company may illustrate minimum guaranteed income
amounts under the Minimum Guaranteed Annuity Payout Rider for individuals
based on a variety of assumptions, including varying rates of return on
the value of the Policy during the accumulation phase, annuity payout
periods, annuity payout options and Minimum Guaranteed Annuity Payout Rider
waiting periods. Any assumed rates of return are for purposes of
illustration only and are not intended as a representation of past or
future investment rates of return.

For example, the illustration below assumes an initial payment of $100,000
for an Annuitant age 60 (at issue) and exercise of a Minimum Guaranteed
Annuity Payout Rider with a ten-year waiting period. The illustration
assumes that no subsequent payments or withdrawals are made and that the
annuity payout option is a Life Annuity With 120 Monthly Payments
Guaranteed. The values below have been computed based on a 5% net rate
of return and are the guaranteed minimums that would be received
under the Minimum Guaranteed Annuity Payout Rider. The minimum

<PAGE>

guaranteed benefit base amounts are the values that will be annuitized.
Minimum guaranteed annual income values are based on a fixed annuity
payout.

Minimum
Policy Minimum Guaranteed
Anniversary Guaranteed Annual
at Exercise Benefit Base Income (1)
----------- ------------ ----------
10 $162,889 $12,153
15 $207,892 $17,695

(1) Other fixed annuity options involving a life contingency other than
Life Annuity With 120 Monthly Payments Guaranteed are available. See
"K. Description of Variable Annuity Payout Options."

The Minimum Guaranteed Annuity Payout Rider does not create Accumulated
Value or guarantee performance of any investment option. Because this
Rider is based on conservative actuarial factors, the level of lifetime
income that it guarantees may often be less than the level that would be
provided by application of Accumulated Value at current annuity factors.
Therefore, the Rider should be regarded as a safety net. As described
above, withdrawals will reduce the Benefit Base.

Under "N. Computation of Policy Values and Annuity Benefit Payments" on page 40
of the Prospectus, the following is inserted above "FEDERAL TAX CONSIDERATIONS:"

If the Owner elects the Minimum Guaranteed Annuity Payout Rider, at
annuitization the income provided under the Policy by applying the
Accumulated Value to the current annuity factors is compared to the
income provided under the Rider by applying the Minimum Guaranteed
Annuity Payout Benefit Base to the guaranteed annuity factors. If
annuity benefit payments under the Rider are higher, the Owner may
exercise the Rider. If annuity benefit payments under the Rider are
lower, the Owner may choose not to exercise the Rider and instead
annuitize under current annuity factors. See "M. Optional Minimum
Guaranteed Annuity Payout Rider" below.

After the section entitled "LEGAL MATTERS" on page 46 of the Prospectus, the
following is inserted:

YEAR 2000 COMPLIANCE

The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs that have date-sensitive software may recognize
a date using "00" as the year 1900 rather than the year 2000. This could
result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business
activities.

<PAGE>

operations of the Company. Specifically, the Company could experience,
among other things, an interruption in its ability to collect and process
premiums, process claim payments, safeguard and manage its invested assets,
accurately maintain policyholder information, accurately maintain
accounting records, and perform customer service. Any of these specific
events, depending on duration, could have a material adverse impact on the
results of operations and the financial position of the Company.

The Company has initiated formal communications with all of its significant
suppliers and large customers to determine the extent to which the Company
is vulnerable to those third parties' failure to remediate their own Year
2000 issue. The Company's total Year 2000 project cost and estimates to
complete the project include the estimated costs and time associated with
the impact of a third party's Year 2000 issue, and are based on presently
available information. However, there can be no guarantee that the systems
of other companies on which the Company's systems rely will be timely
converted, or that a failure to convert by another company, or a conversion
that is incompatible with the Company's systems, would not have material
adverse effect on the Company. The Company does not believe that it has
material exposure to contingencies related to the Year 2000 Issue for the
products it has sold. Although the Company does not believe that there is
a material contingency associated with the Year 2000 project, there can be
no assurance that exposure for material contingencies will not arise.

The Company will utilize both internal and external resources to reprogram
or replace, and test both information technology and embedded technology
systems for Year 2000 modifications. The Company plans to complete the
mission critical elements of the Year 2000 by December 31, 1998. The cost
of the Year 2000 project will be expensed as incurred over the next two
years and is being funded primarily through a reallocation of resources
from discretionary projects. Therefore, the Year 2000 project is not
expected to result in any significant incremental technology cost and is
not expected to have a material effect on the results of operations.
Through September 30, 1998, the Company and its subsidiaries and affiliates
have incurred and expensed approximately $47 million related to the
assessment of, and preliminary efforts in connection with, the project and
the development of a remediation plan. The total remaining cost of the
project is estimated at between $30-40 million.

The costs of the project and the date on which the Company plans to
complete the Year 2000 modifications are based on management's best
estimates, which were derived utilizing numerous assumptions of future
events including the continued availability of certain resources, third
party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could
differ materially from those plans. Specific factors that might cause such
material differences include, but are not limited to, the availability and
cost of personnel trained in this area, the ability to locate and correct
all relevant computer codes, and similar uncertainties.

Under Appendix B on page B-1 of the Prospectus, the following is inserted:

4. Because of the differences in the amount of the free withdrawal (see 3.
above) in the new Policy and the original Policy, the following examples
(1)(a) and (1)(b) apply to Owners of the original Policy and should be
referred to rather than examples (1)(a) and (1)(b) on page 12 of this
Propsectus.

(1)(a) If, at the end of the applicable period, you surrender your Contract
or annuitize* under a commutable period certain option or a non-commutable
period certain option of less than ten years, you would pay the following
expenses on a $1,000 investment, assuming 5% annual return on assets:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
----------------------------------
<S> <C> <C> <C> <C>
Select International Equity Fund $98 $ 143 $ 182 $ 292
DGPF International Equity Series $96 $ 137 $ 171 $ 270
Fidelity VIP Overseas Portfolio $96 $ 137 $ 172 $ 272
T. Rowe Price International Stock Portfolio $98 $ 141 $ 178 $ 285
Select Aggressive Growth Fund $97 $ 139 $ 175 $ 278
Select Capital Appreciation Fund $98 $ 143 $ 181 $ 290
Select Value Opportunity Fund $97 $ 141 $ 178 $ 284

<PAGE>

Select Growth Fund $96 $ 137 $ 172 $ 273
Growth Fund $92 $ 125 $ 152 $ 231
Fidelity VIP Growth Portfolio $94 $ 130 $ 160 $ 249
Equity Index Fund $91 $ 123 $ 147 $ 223
Select Growth and Income Fund $95 $ 133 $ 164 $ 257
Fidelity VIP Equity-Income Portfolio $93 $ 127 $ 155 $ 238
Fidelity VIP II Asset Manager Portfolio $94 $ 129 $ 158 $ 245
Fidelity VIP High Income Portfolio $94 $ 131 $ 161 $ 251
Investment Grade Income Fund $92 $ 126 $ 153 $ 233
Government Bond Fund $94 $ 130 $ 159 $ 247
Money Market Fund $91 $ 120 $ 143 $ 214
</TABLE>

(1)(b) If, at the end of the applicable time period, you surrender your Contract
or annuitize* under a commutable period certain option or a non-commutable
period certain option of less than ten years, you would pay the following
expenses on a $1,000 investment, assuming 5% annual return on assets and
election of a Minimum Guaranteed Annuity Payout Rider(1) with a ten-year
waiting period:

1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------------------------
<S> <C> <C> <C> <C>
Select International Equity Fund $101 $ 151 $ 194 $ 316
DGPF International Equity Series $99 $ 144 $ 183 $ 295
Fidelity VIP Overseas Portfolio $99 $ 145 $ 184 $ 297
T. Rowe Price International Stock Portfolio $100 $ 149 $ 191 $ 309
Select Aggressive Growth Fund $99 $ 146 $ 187 $ 303
Select Capital Appreciation Fund $101 $ 150 $ 193 $ 314
Select Value Opportunity Fund $100 $ 148 $ 190 $ 308
Select Growth Fund $99 $ 145 $ 185 $ 298
Growth Fund $95 $ 133 $ 164 $ 257
Fidelity VIP Growth Portfolio $96 $ 138 $ 173 $ 274
Equity Index Fund $94 $ 130 $ 160 $ 249
Select Growth and Income Fund $97 $ 140 $ 177 $ 282
Fidelity VIP Equity-Income Portfolio $95 $ 134 $ 167 $ 263
Fidelity VIP II Asset Manager Portfolio $96 $ 137 $ 171 $ 270
Fidelity VIP High Income Portfolio $97 $ 138 $ 174 $ 276
Investment Grade Income Fund $95 $ 133 $ 165 $ 259
Government Bond Fund $96 $ 137 $ 172 $ 272
Money Market Fund $93 $ 127 $ 156 $ 240

(1) If the Minimum Guaranteed Annuity Payout Rider is exercised you may only
annuitize under a fixed annuity payout option involving a life contingency at
the guaranteed annuity purchase rates listed under the Annuity Option Tables
in your Contract.

Supplement dated December 29, 1998.
</TABLE>

<PAGE>

SEPARATE ACCOUNT VA-K
ALLMERICA ADVANTAGE
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1998

***

Effective December 29, 1998, an optional Minimum Guaranteed Annuity Payout
Rider will be available under the Contract.* The following information
supplements the corresponding sections of the Prospectus. Please consult the
Prospectus for the full text of each supplemented section.

*Please note, the Minimum Guaranteed Annuity Payout Rider is not available in
all states.

Under "5. Expenses" on page P-2 of the Profile, the following is inserted at the
end of the first paragraph:

In addition, if you elect an optional Minimum Guaranteed Annuity Payout
Rider, we will deduct a charge against the accumulated value of your
contract at an annual rate of 0.25% for a rider with a ten-year waiting
period and at an annual rate of 0.15% for a rider with a fifteen-year
waiting period.

Under "5. Expenses" on page P-3 of the Profile, the following is inserted at the
end of the sentence at the top of the page:

The following chart does not reflect the optional Minimum Guaranteed
Annuity Payout Rider which, if elected, would increase expenses.

Under "8. Performance" on page P-4 of the Profile, the following is inserted at
the end of the first paragraph:

The following chart does not reflect the optional Minimum Guaranteed
Annuity Payout Rider which, if elected, would reduce performance.

Under "10. Other Information" on page P-5 of the Profile, the following is
inserted above "Free Look Period:"

OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT RIDER: This optional rider is
available for a separate monthly charge. This rider guarantees you a
minimum amount of fixed annuity lifetime income during the annuity payout
phase, subject to certain conditions. On each contract anniversary a
minimum guaranteed annuity payout benefit base is determined. This minimum
guaranteed annuity payout benefit base is the value that will be annuitized
should you exercise the rider. Annuitization under this rider will occur at
the guaranteed annuity purchase rates listed under the Annuity Option
Tables in your Contract. The minimum guaranteed annuity payout benefit base
is equal to the greatest of:

(a) the accumulated value increased by any positive market value
adjustment (the "accumulated value"); or
(b) accumulated value on the effective date of the rider compounded daily
at an annual rate of 5% plus gross payments made thereafter compounded
daily at an annual rate of 5%, starting on the date each payment is
applied, decreased proportionately to reflect withdrawals; or
(c) the highest accumulated value of all contract anniversaries since the
rider effective date, as determined after the accumulated value of
each contract anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.

In the Table of Contents on page 3 of the Prospectus, the following is changed:

Under DESCRIPTION OF THE CONTRACT:
"M. Optional Minimum Guaranteed Annuity Payout Rider" is added
"M. NORRIS Decision" is changed to "N. NORRIS Decision"
"N. Computation of Values" is changed to "O. Computation of Values"

<PAGE>

Under CHARGES AND DEDUCTIONS:
"C. Optional Minimum Guaranteed Annuity Payout Rider Charge" is added
"C. Premium Taxes" is changed to "D. Premium Taxes"
"D. Contingent Deferred Sales Charge" is changed to "E. Contingent Deferred
Sales Charge"
"E. Transfer Charge" is changed to "F. Transfer Charge"

In the Summary on page 7 of the Prospectus, the following is added to the end of
the section entitled "What Happens In the Annuity Payout Phase?":

An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. See "M. Optional Minimum Guaranteed Annuity
Payout Rider" under "DESCRIPTION OF THE CONTRACT." If elected, the rider
guarantees the Annuitant a minimum amount of fixed annuity lifetime income
during the annuity payout phase, subject to certain conditions. On each
Contract anniversary a Minimum Guaranteed Annuity Payout Benefit Base is
determined. The Minimum Guaranteed Annuity Payout Benefit Base is the
value that will be annuitized should you exercise the Rider. Annuitization
under this Rider will occur at the guaranteed annuity purchase rates listed
under the Annuity Option Tables in your Contract. The Minimum Guaranteed
Annuity Payout Benefit Base is equal to the greatest of:

(a) the Accumulated Value increased by any positive Market Value
Adjustment (the "Accumulated Value"); or
(b) Accumulated Value on the effective date of the Rider compounded daily
at an annual rate of 5% plus gross payments made thereafter
compounded daily at an annual rate of 5%, starting on the date each
payment is applied, decreased proportionately to reflect withdrawals;
or
(c) the highest Accumulated Value of all Contract anniversaries since the
Rider effective date, as determined after the Accumulated Value of
each Contract anniversary is increased for subsequent payments and
decreased proportionately for subsequent withdrawals.

For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value determined
immediately prior to the withdrawal by the following fraction:

amount of the withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal.

In the Summary on page 10 of the Prospectus, the following is added between the
fourth and fifth paragraphs of the section entitled "What Charges Will I Incur
Under My Contract?":

Subject to state availability, the Company offers the following Rider that
may be elected by the Owner. A separate monthly charge is made for the
Rider which is deducted from the Accumulated Value at the end of each month
within which the Rider has been in effect. The applicable charge is
assessed by multiplying the Accumulated Value on the last day of each month
and on the date the Rider is terminated by 1/12th of the following annual
percentage rates:

<TABLE>
<S> <C>
Minimum Guaranteed Annuity Payout Rider with a ten-year waiting
period.....................................................................0.25%
Minimum Guaranteed Annuity Payout Rider with a fifteen-year waiting
period.....................................................................0.15%
</TABLE>

For a description of this Rider, see "C. Optional Minimum Guaranteed
Annuity Payout Rider Charge" under "CHARGES AND DEDUCTIONS," and "M.
Optional Minimum Guaranteed Annuity Payout Rider" under "DESCRIPTION OF
THE CONTRACT."

Under "ANNUAL AND TRANSACTION EXPENSES" on page 12 of the Prospectus, after
"Contract Fee," the following is inserted:

<TABLE>
<S> <C>
OPTIONAL RIDER CHARGES:
(on an annual basis as a percentage of Accumulated Value)
Minimum Optional Guaranteed Annuity Payout Rider with a ten-year waiting period: 0.25%*
Minimum Optional Guaranteed Annuity Payout Rider with a fifteen-year waiting period: 0.15%*
</TABLE>

<PAGE>

Under "ANNUAL AND TRANSACTION EXPENSES" on page 12 of the Prospectus, below
"Total Asset Charge," the following is inserted:

*if the rider is elected, this annual charge is deducted on a monthly basis
at the end of each month within which the rider was in effect.

Under "ANNUAL AND TRANSACTION EXPENSES" on page 14 of the Prospectus,
table (1) is renamed table (1)(a) and the following table is inserted following
table (1)(a):

(1)(b) If, at the end of the applicable time period, you surrender the
Contract or annuitize* under a commutable period certain option or a
non-commutable period certain option of less than ten years, you would pay
the following expenses on a $1,000 investment, assuming 5% annual return on
assets and election of a Minimum Guaranteed Annuity Payout Rider(1) with
a ten-year waiting period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------
<S> <C> <C> <C> <C>
Select International Equity Fund $ 102 $ 155 $ 200 $ 316
DGPF International Equity Series $ 100 $ 149 $ 189 $ 295
Fidelity VIP Overseas Portfolio $ 100 $ 149 $ 190 $ 297
T. Rowe Price International Stock Portfolio $ 102 $ 153 $ 196 $ 309
Select Aggressive Growth Fund $ 101 $ 151 $ 193 $ 303
Select Capital Appreciation Fund $ 102 $ 155 $ 199 $ 314
Select Value Opportunity Fund $ 101 $ 153 $ 196 $ 308
Select Growth Fund $ 100 $ 150 $ 190 $ 298
Growth Fund $ 97 $ 138 $ 170 $ 257
Fidelity VIP Growth Portfolio $ 98 $ 143 $ 178 $ 274
Equity Index Fund $ 96 $ 136 $ 166 $ 249
Select Growth and Income Fund $ 99 $ 145 $ 182 $ 282
Fidelity VIP Equity-Income Portfolio $ 97 $ 140 $ 173 $ 263
Fidelity VIP II Asset Manager Portfolio $ 98 $ 142 $ 176 $ 270
Fidelity VIP High Income Portfolio $ 98 $ 144 $ 179 $ 276
Investment Grade Income Fund $ 97 $ 139 $ 171 $ 259
Government Bond Fund $ 98 $ 142 $ 177 $ 272
Money Market Fund $ 95 $ 133 $ 161 $ 240
</TABLE>

Under "ANNUAL AND TRANSACTION EXPENSES" on page 15 of the Prospectus, table (2)
is renamed table (2)(a) and the following table is inserted following table
(2)(a):

(2)(b) If you annuitize* under a life option or any non-commutable period
certain option of ten years or more at the end of the applicable time
period, or if you do NOT surrender or annuitize the Contract, you would pay
the following expenses on a $1,000 investment, assuming an annual 5% return
on assets and election of a Minimum Guaranteed Annuity Payout Rider(1)
with a ten-year waiting period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------------------------------------------------
<S> <C> <C> <C> <C>

Select International Equity Fund $ 29 $ 88 $ 150 $ 316
DGPF International Equity Series $ 27 $ 81 $ 139 $ 295
Fidelity VIP Overseas Portfolio $ 27 $ 82 $ 140 $ 297
T. Rowe Price International Stock Portfolio $ 28 $ 86 $ 146 $ 309
Select Aggressive Growth Fund $ 27 $ 84 $ 143 $ 303
Select Capital Appreciation Fund $ 29 $ 87 $ 149 $ 314
Select Value Opportunity Fund $ 28 $ 86 $ 146 $ 308
Select Growth Fund $ 27 $ 82 $ 140 $ 298
Growth Fund $ 23 $ 70 $ 120 $ 257
Fidelity VIP Growth Portfolio $ 24 $ 75 $ 128 $ 274

<PAGE>

Equity Index Fund $ 22 $ 68 $ 116 $ 249
Select Growth and Income Fund $ 25 $ 77 $ 132 $ 282
Fidelity VIP Equity-Income Portfolio $ 23 $ 72 $ 123 $ 263
Fidelity VIP II Asset Manager Portfolio $ 24 $ 74 $ 126 $ 270
Fidelity VIP High Income Portfolio $ 25 $ 76 $ 129 $ 276
Investment Grade Income Fund $ 23 $ 71 $ 121 $ 259
Government Bond Fund $ 24 $ 74 $ 127 $ 272
Money Market Fund $ 21 $ 65 $ 111 $ 240
</TABLE>

(1) If the Minimum Guaranteed Annuity Payout Rider is exercised, you may only
annuitize under a fixed annuity payout option involving a life contingency
at the guaranteed annuity purchase rates listed under the Annuity Option
Tables in your Contract.

Under "PERFORMANCE INFORMATION" on page 19 of the Prospectus, between the second
and third sentences in the second full paragraph, the following is inserted:

The calculation is not adjusted to reflect the deduction of a Minimum
Guaranteed Annuity Payout Rider charge.

Under "PERFORMANCE INFORMATION" on page 19 of the Prospectus, at the end of the
sixth full paragraph, the following is inserted:

In addition, relevant broad-based indices and performance from independent
sources may be used to illustrate the performance of certain Contract
features.

Under "J. Electing the Form of Annuity and the Annuity Date" on page 34 of the
Prospectus, the following is inserted above "K. Description of Variable Annuity
Payout Options:"

If the Owner exercises the Minimum Guaranteed Annuity Payout Rider,
annuity benefit payments must be made under a fixed annuity payout
option involving a life contingency and must occur at the guaranteed
annuity purchase rates listed under the Annuity Option Tables in the
Contract.

Under "L. Annuity Benefit Payments" on page 36 of the Prospectus, the following
is inserted above "M. NORRIS Decision:"

If the Owner elects the Minimum Guaranteed Annuity Payout Rider, at
annuitization the income provided under the Contract by applying the
Accumulated Value to the current annuity factors is compared to the income
provided under the Rider by applying the Minimum Guaranteed Annuity Payout
Benefit Base to the guaranteed annuity factors. If annuity benefit
payments under the Rider are higher, the Owner may exercise the Rider. If
annuity benefit payments under the Rider are lower, the Owner may choose
not to exercise the Rider and instead annuitize under current annuity
factors. See "M. Optional Minimum Guaranteed Annuity Payout Rider" below.

On page 36 and 37 of the Prospectus, "M. NORRIS Decision" is renamed "N. NORRIS
Decision," "N. Computation of Values" is renamed "O. Computation of Values" and
the following is inserted:

M. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT RIDER

An optional Minimum Guaranteed Annuity Payout Rider is available for a
separate monthly charge. The Minimum Guaranteed Annuity Payout Rider
guarantees a minimum amount of fixed annuity lifetime income during the
annuity payout phase, subject to the conditions described below. On each
Contract anniversary a Minimum Guaranteed Annuity Payout Benefit Base is
determined. The Minimum Guaranteed Annuity Payout Benefit Base is the value
that will be annuitized if the Rider is exercised. Annuitization under this
Rider will occur at the guaranteed annuity purchase rates listed under the
Annuity Option Tables in the Contract. The Minimum Guaranteed Annuity
Payout Benefit Base is equal to the greatest of:

<PAGE>

For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value determined
immediately prior to the withdrawal by the following fraction:

amount of the withdrawal
------------------------
the Accumulated Value determined immediately prior to the withdrawal

CONDITIONS OF ELECTION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

- The Owner may elect the Minimum Guaranteed Annuity Payout Rider at
Contract issue or at any time thereafter, however, if the Rider is not
elected within thirty days after Contract issue or within thirty days
after a Contract anniversary date, the effective date of the Rider will
be the following Contract anniversary date.

- The Owner may not elect a Rider with a ten-year waiting period if at the
time of election the Annuitant has reached his or her 78th birthday. The
Owner may not elect a Rider with a fifteen-year waiting period if at the
time of election the Annuitant has reached his or her 73rd birthday.

CONDITIONS OF EXERCISE OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

- The Owner may only exercise the Minimum Guaranteed Annuity Payout Rider
within thirty days after any Contract anniversary following the expiration
of a ten or fifteen-year waiting period from the effective date of the
Rider.

- The Owner may only annuitize under a fixed annuity payout option
involving a life contingency as provided under "K. Description of Variable
Annuity Payout Options."

- The Owner may only annuitize at the guaranteed annuity purchase rates
listed under the Annuity Option Tables in the Contract.

TERMINATION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT RIDER.

- The Owner may not terminate the Minimum Guaranteed Annuity Payout
Rider prior to the seventh Contract anniversary after the effective date of
the Rider, unless such termination occurs on or within thirty days after a
Contract anniversary and in conjunction with the purchase of a Minimum
Guaranteed Annuity Payout Rider with a waiting period of equal or greater
length at its then current price, if available.

- After the seventh Contract anniversary from the effective date of the
Rider the Owner may terminate the Rider at any time.

- The Owner may repurchase a Rider with a waiting period equal to or
greater than the Rider then in force at the new Rider's then current price,
if available, however, repurchase may only occur on or within thirty days
of a Contract anniversary.

- Other than in the event of a repurchase, once terminated the Rider may
not be purchased again.

<PAGE>

- The Rider will terminate upon surrender of the Contract or the date that
a death benefit is payable if the Contract is not continued under "H. The
Spouse of the Owner as Beneficiary" (see "DESCRIPTION OF THE CONTRACT").

From time to time the Company may illustrate minimum guaranteed income
amounts under the Minimum Guaranteed Annuity Payout Rider for individuals
based on a variety of assumptions, including varying rates of return on the
value of the Contract during the accumulation phase, annuity payout
periods, annuity payout options and Minimum Guaranteed Annuity Payout Rider
waiting periods. Any assumed rates of return are for purposes of
illustration only and are not intended as a representation of past or
future investment rates of return.

For example, the illustration below assumes an initial payment of $100,000
for an Annuitant age 60 (at issue) and exercise of a Minimum Guaranteed
Annuity Payout Rider with a ten-year waiting period. The illustration
assumes that no subsequent payments or withdrawals are made and that the
annuity payout option is a Life Annuity With Payments Guaranteed For 10
Years. The values below have been computed based on a 5% net rate of
return and are the guaranteed minimums that would be received under
the Minimum Guaranteed Annuity Payout Rider. The minimum guaranteed
benefit base amounts are the values that will be annuitized. Minimum
guaranteed annual income values are based on a fixed annuity payout.

<TABLE>
<CAPTION>
Minimum
Contract Minimum Guaranteed
Anniversary Guaranteed Annual
at Exercise Benefit Base Income (1)
----------- ------------ --------------
<S> <C> <C>
10 $162,889 $12,153
15 $207,892 $17,695

</TABLE>

(1) Other fixed annuity options involving a life contingency other than
Life Annuity With Payments Guaranteed for 10 Years are available. See
"K. Description of Variable Annuity Payout Options."

Under "CHARGES AND DEDUCTIONS" on page 39 of the Prospectus, "C. Premium Taxes"
is renamed "D. Premium Taxes," "D. Contingent Deferred Sales Charge" is renamed
"E. Contingent Deferred Sales Charge" and the following is inserted:

C. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT CHARGE.

<PAGE>

reduction of the Accumulated Value of the Sub-Accounts, the Fixed Account
and the Guarantee Period Accounts (based on the relative value that the
Accumulation Units of the Sub-Accounts, the dollar amounts in the Fixed
Account and the dollar amounts in the Guarantee Period Accounts bear to the
total Accumulated Value).

The applicable charge is assessed on the Accumulated Value on the last day
of each month and on the date the Rider is terminated, multiplied by 1/12th
of the following annual percentage rates:

<TABLE>
<S> <C>
Minimum Guaranteed Annuity Payout Rider with ten-year waiting
period.................................................................... 0.25%
Minimum Guaranteed Annuity Payout Rider with fifteen-year waiting
period.................................................................... 0.15%
</TABLE>

For a description of the Rider, see "M. Optional Minimum Guaranteed Annuity
Payout Rider" under "DESCRIPTION OF THE CONTRACT," above.

After the section entitled "LEGAL MATTERS" on page 51 of the Prospectus, the
following is inserted:

YEAR 2000 COMPLIANCE

Based on a third party assessment, the Company determined that significant
portions of its software required modification or replacement to enable its
computer systems to properly process dates beyond December 31, 1999. The
Company is presently completing the process of modifying or replacing
existing software and believes that this action will resolve the Year 2000
issue. However, if such modifications and conversions are not made, or are
not completed timely, or should there be serious unanticipated
interruptions from unknown sources, the Year 2000 issue could have a
material adverse impact on the operations of the Company. Specifically, the
Company could experience, among other things, an interruption in its
ability to collect and process premiums, process claim payments, safeguard
and manage its invested assets, accurately maintain policyholder
information, accurately maintain accounting records, and perform customer
service. Any of these specific events, depending on duration, could have a
material adverse impact on the results of operations and the financial
position of the Company.

<PAGE>

preliminary efforts in connection with, the project and the development of
a remediation plan. The total remaining cost of the project is estimated
at between $30-40 million.

Supplement dated December 29, 1998.

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

Financial Statements Included in Part A
None

Financial Statements Included in Part B
Financial Statements for Allmerica Financial Life Insurance and
Annuity Company and Financial Statements for Separate Account VA-K of
Allmerica Financial Life Insurance and Annuity Company were previously
filed on April 24, 1998 in Post-Effective Amendment No. 14 and are
incorporated by reference herein.

Financial Statements Included in Part C
None

(b) EXHIBITS

EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated November 1, 1990 was previously filed
on April 24, 1998 in Post-Effective Amendment No. 14
and is incorporated by reference herein.

EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance
Company may hold the assets of the Registrant NOT
pursuant to a trust indenture or other such instrument.

EXHIBIT 3 (a) Underwriting and Administrative Service Agreement
was previously filed on April 24, 1998 in
Post-Effective Amendment No. 14 and is
incorporated by reference herein.

(b) Sales Agreements were previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and are incorporated by reference herein.

(c) General Agent's Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and is incorporated by reference herein.

(d) Career Agent Agreement with Commission Schedule
was previously filed on April 24, 1998 in
Post-Effective Amendment No. 14 and is
incorporated by reference herein.

(e) Registered Representative's Agreement was
previously filed on April 24, 1998 in
Post-Effective Amendment No. 14 and is
incorporated by reference herein.

EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider is filed
herewith. Policy Form A was previously filed on April
24, 1998 in Post-Effective Amendment No. 14 and is
incorporated by reference herein. Specimen Policy Form
B was previously filed on April 30, 1996 in Post-
Effective Amendment No. 11 and is incorporated by
reference herein.

EXHIBIT 5 Specimen Application Form A was previously filed on
April 24, 1998 in Post-Effective Amendment No. 14 and
is incorporated by reference herein. Specimen

<PAGE>

Application Form B was previously filed on
April 30, 1996 in Post-Effective Amendment No. 11 and
is incorporated by reference herein.

EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws,
as amended to reflect its name change, were previously
filed on September 28, 1995 in Post-Effective Amendment
No. 9 and are incorporated by reference herein.

EXHIBIT 7 Not Applicable.

EXHIBIT 8 (a) Fidelity Service Agreement was previously filed on
April 30, 1996 in Post-Effective Amendment No. 11
and is incorporated by reference herein.

(b) An Amendment to the Fidelity Service Agreement,
effective as of January 1, 1997, was previously
filed on April 2, 1997 in Post-Effective Amendment
No. 12 and is incorporated by reference herein.

(c) Fidelity Service Contract, effective as of
January 1, 1997, was previously filed on
April 2, 1997 in Post-Effective Amendment No. 12
and is incorporated by reference herein.

(d) T. Rowe Price Service Agreement was previously
filed on April 24, 1998 in Post-Effective
Amendment No. 14 and is incorporated by reference
herein.

(e) BFDS Agreements for lockbox and mailroom services
Sales Agreements were previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and are incorporated by reference herein.

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants is filed herewith.

EXHIBIT 11 None.

EXHIBIT 12 None.

EXHIBIT 13 Not Applicable.

EXHIBIT 14 Not Applicable.

EXHIBIT 15 (a) Participation Agreement with Allmerica Investment
Trust was previously filed on April 24, 1998 in
Post-Effective Amendment No. 14 and is
incorporated by reference herein.

(b) Participation Agreement, as amended, with Variable
Insurance Products Fund was previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and is incorporated by reference herein.

(c) Participation Agreement, as amended, with Variable
Insurance Products Fund II was previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and is incorporated by reference herein.

<PAGE>

(d) Participation Agreement with Delaware Group
Premium Fund, Inc. and Amendment was previously
filed on April 24, 1998 in Post-Effective
Amendment No. 14 and is incorporated by reference
herein.

(e) Participation Agreement with T. Rowe Price
International Series, Inc. was previously filed on
April 24, 1998 in Post-Effective Amendment No. 14
and is incorporated by reference herein.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The principal business address of all the following Directors and
Officers is:
440 Lincoln Street
Worcester, Massachusetts 01653

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

NAME AND POSITION PRINCIPAL OCCUPATION(S) DURING
WITH COMPANY PAST FIVE YEARS
------------ ---------------

Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director President, First Allmerica since 1984

Abigail M. Armstrong Secretary of First Allmerica since 1996;
Secretary and Counsel Counsel, First Allmerica since 1991

Warren E. Barnes Vice President and Corporate Controller of
Vice President and Corporate First Allmerica since 1998; Vice President
Controller and Co-Controller, First Allmerica 1997; Vice
President and Assistant Controller, First
Allmerica 1996 to 1997; Assistant Vice
President and Assistant Controller, First
Allmerica 1995 to 1996; Assistant Vice
President Corporate Accounting and Reporting,
First Allmerica 1993 to 1995

Robert E. Bruce Director and Chief Information Officer of
Director and Chief First Allmerica since 1997; Vice President
Information Officer of First Allmerica since 1995; Corporate
Manager, Digital Equipment Corporation 1979
to 1995

John P. Kavanaugh Director and Chief Investment Officer of
Director, Vice President and First Allmerica since 1996; Vice President,
Chief Investment Officer First Allmerica since 1991

John F. Kelly Director of First Allmerica since 1996;
Director, Vice President and Senior Vice President, First Allmerica since
General Counsel 1986; General Counsel, First Allmerica since
1981; Assistant Secretary, First Allmerica
since 1991

J. Barry May Director of First Allmerica since 1996;
Director Director and President, The Hanover Insurance
Company since 1996; Vice President, The
Hanover Insurance Company, 1993 to 1996;
General Manager, The Hanover Insurance
Company 1989 to 1993

<PAGE>

James R. McAuliffe Director of First Allmerica since 1996;
Director Director of Citizens Insurance Company of
America since 1992, President since 1994, and
CEO since 1996; Vice President, First
Allmerica 1982 to 1994; Chief Investment
Officer, First Allmerica 1986 to 1994

John F. O'Brien Director, Chairman of the Board, President
Director, Chairman of the and Chief Executive Officer, First Allmerica
Board, since 1989
President and Chief Executive
Officer

Edward J. Parry, III Director and Chief Financial Officer of
Director, Vice President, First Allmerica since 1996; Vice President
Chief Financial Officer and Treasurer, First Allmerica since
and Treasurer 1993; Assistant Vice President 1992 to 1993

Richard M. Reilly Director of First Allmerica since 1996;
Director and Vice President Vice President, First Allmerica since 1990;
Director, Allmerica Investments, Inc. since
1990; Director and President, Allmerica
Financial Investment Management Services,
Inc. since 1990

Robert P. Restrepo, Jr. Chief Executive Officer of Travelers
Director Property & Casualty Company 1996-1998; Senior
Vice President of Aetna Life & Casualty
Company 1993-1996

Eric A. Simonsen Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1990; Chief
Financial Officer, First Allmerica 1990 to
1996

Phillip E. Soule Director of First Allmerica since 1996; Vice
Director and Vice President President, First Allmerica since 1987

<PAGE>
ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

See attached organization chart.

<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation

Delaware
| | | | | | |
______________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company

California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |
30% _________________ _____________
| |
100% 100%
SMA First Sterling
Financial Corp. Reinsurance
Company
Limited

Massachusetts Bermuda
|
______________________________________________________________________________________________________________________
| | | | | |
70% 100% 99.2% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica Allmerica Allmerica
Property Management Trust Investments, Financial Financial Life
& Casualty Services, Inc. Company, N.A. Inc. Investment Insurance and
Companies, Inc. Management Annuity Company
Services, Inc.

Federally
Delaware Delaware Chartered Massachusetts Massachusetts Delaware
|
___________________________________________________________________________ ______|_______
| | | | |
100% 100% 100% 100% 100%
APC The Hanover Allmerica Citizens Somerset
Funding Corp. Insurance Financial Insurance Square, Inc.
Company Insurance Company of
Brokers, Inc. Illinois

Massachusetts New Hampshire Massachusetts Illinois Massachusetts
|
______________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 82.5% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts
Financial Plus American Insurance Corporation Bay Insurance
Benefit Insurance Insurance Management Company
Insurance Agency, Inc. Company Company, Inc.
Company

Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire
|
________________________________________________________
| | |
100% 100% 100%
Citizens Citizens Insurance Citizens
Insurance Company of Insurance
Company of Ohio America Company of the
Midwest

Ohio Michigan Indiana
|
_______________
100%
Citizens
Management Inc.

Michigan
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S><C>
Allmerica Financial Corporation

Delaware
| | | | | | |
_______________________________________________________________________________________________________________________
Financial 100% 100% 100% 100% 100% 100%
Profiles, Inc. Allmerica, Inc. Allmerica First Allmerica AFC Capital Allmerica First Sterling
Funding Corp. Financial Life Trust I Services Limited
Insurance Corporation
Company

California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| |

_____________________________________________________________________________________________________________________
| | | | |
100% 100% 100% 100% 100%
Allmerica Allmerica Allmerica Allmerica Allmerica
Investment Asset Financial Services Asset Benefits
Management Management, Insurance Management, Inc.
Company, Inc. Inc. Agency, Inc. Limited

Massachusetts Massachusetts Massachusetts Bermuda Florida

________________ _________________________________
Allmerica Equity Greendale AAM
Index Pool Special Equity Fund
Placements
Fund

Massachusetts Massachusetts Massachusetts
_____________________________________
| | -------------- Grantor Trusts established for the benefit of First
100% 100% Allmerica, Allmerica Financial Life, Hanover and
Allmerica AMGRO, Inc. Citizens
Financial Allmerica Allmerica
Alliance Investment Trust Securities
Insurance Trust
Company
Massachusetts Massachusetts
New Hampshire Massachusetts
|
_______________
|
100% -------------- Affiliated Management Investment Companies
Lloyds
Credit Hanover Lloyd's
Corporation Insurance
Company

Massachusetts Texas

-------------- Affiliated Lloyd's plan company, controlled by
Underwriters for the benefit of The Hanover
Insurance Company

AAM AAM
Growth & High
Income Fund Yield Fund,
L.P. L.L.C.

Delaware Massachusetts

-------------- L.P. or L.L.C. established for the benefit of
First Allmerica, Allmerica
Financial Life, Hanover and
Citizens
</TABLE>

<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

NAME ADDRESS TYPE OF BUSINESS
---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

AAM Growth & Income Fund, L.P. 440 Lincoln Street Limited Partnership
Worcester MA 01653

AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653

Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653

<PAGE>

Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653

Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and casualty insurance
Company Worcester MA 01605

Allmerica Financial Benefit Insurance 100 North Parkway Multi-line property and casualty insurance
Company Worcester MA 01605

Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653
Allmerica Financial Insurance Brokers, 440 Lincoln Street Insurance Broker
Inc. Worcester MA 01653

Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance, accident and health insurance, annuities,
Annuity Company (formerly known as SMA Worcester MA 01653 variable annuities and variable life insurance
Life Assurance Company)

Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653

Allmerica Funding Corp. 440 Lincoln Street Special purpose funding vehicle for commercial paper
Worcester MA 01653

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica Financial Corporation
Worcester MA 01653 entities

Allmerica Financial Investment 440 Lincoln Street Investment advisory services
Management Services, Inc. (formerly Worcester MA 01653
known as Allmerica Institutional
Services, Inc. and 440 Financial Group
of Worcester, Inc.)

Allmerica Investment Management Company, 440 Lincoln Street Investment advisory services
Inc. Worcester MA 01653

Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-dealer
Worcester MA 01653

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Plus Insurance Agency, Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653

Allmerica Property & Casualty Companies, 440 Lincoln Street Holding Company
Inc. Worcester MA 01653

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Services Corporation 440 Lincoln Street Internal administrative services provider to Allmerica
Worcester MA 01653 Financial Corporation entities

<PAGE>

Allmerica Trust Company, N.A. 440 Lincoln Street
Worcester MA 01653
Limited purpose national trust company

AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605

Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Citizens Insurance Company of America 645 West Grand River Multi-line property and casualty insurance
Howell MI 48843

Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and casualty insurance
Itasca IL 60143

Citizens Insurance Company of the 3950 Priority Way Multi-line property and casualty insurance
Midwest South Drive, Suite 200
Indianapolis IN 46280

Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty insurance
P.O. Box 342250
Columbus OH 43234

Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843

Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008

First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity, accident and health insurance
Company (formerly State Mutual Life Worcester MA 01653 company
Assurance Company of America)

First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653

First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653

Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

The Hanover American Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605

The Hanover Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605

Hanover Texas Insurance Management 801 East Campbell Road Attorney-in-fact for Hanover Lloyd's Insurance Company
Company, Inc. Richardson TX 75081

Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property and casualty insurance
Richardson TX 75081

<PAGE>

Lloyds Credit Corporation 440 Lincoln Street Premium financing service franchises
Worcester MA 01653

Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and casualty insurance
Worcester MA 01605

SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester MA 01653

Somerset Square, Inc. 440 Lincoln Street Real estate holding company
Worcester MA 01653

Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>

ITEM 27. NUMBER OF CONTRACT HOLDERS

As of October 30, 1998, there were 87,415 Contract holders of qualified
Contracts and 23,992 Contract holders of non-qualified Contracts.

ITEM 28. INDEMNIFICATION

Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) states: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation
against all expenses actually and necessarily incurred by him in the
defense or reasonable settlement of any action, suit or proceeding in which
he is made a party by reason of his being or having been a Director or
Officer of the Corporation, including any sums paid in settlement or to
discharge judgment, except in relation to matters as to which he shall be
finally adjudged in such action, suit or proceeding to be liable for
negligence or misconduct in the performance of his duties as such Director
or Officer; and the foregoing right of indemnification or reimbursement
shall not affect any other rights to which he may be entitled under the
Articles of Incorporation, any statute, bylaw, agreement, vote of
stockholders, or otherwise.

ITEM 29. PRINCIPAL UNDERWRITERS

Allmerica Investments, Inc. also acts as principal underwriter for the
following:

- VEL Account, VEL II Account, VEL Account III, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H,
VA-K, Allmerica Select Separate Account II, Group VEL Account,
Separate Account KG, Separate Account KGC, Fulcrum Separate Account,
Fulcrum Variable Life Separate Account, and Allmerica Select Separate
Account of Allmerica Financial Life Insurance and Annuity Company

- Inheiritage Account, VEL II Account, Separate Account I, Separate
Account VA-K, Separate Account VA-P, Allmerica Select Separate Account
II, Group VEL Account, Separate Account KG, Separate Account KGC,
Fulcrum Separate Account, and Allmerica Select Separate Account of
First Allmerica Financial Life Insurance Company.

- Allmerica Investment Trust

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653
<PAGE>

NAME POSITION OR OFFICE WITH UNDERWRITER

Abigail M. Armstrong Secretary and Counsel

Emil J. Aberizk, Jr. Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Richard F. Betzler, Jr. Vice President

Thomas P. Cunningham Vice President, Chief Financial Officer and
Controller

Philip L. Heffernan Vice President

John F. Kelly Director

Daniel Mastrototaro Vice President

William F. Monroe, Jr. Vice President

David J. Mueller Vice President

John F. O'Brien Director

Stephen Parker President, Director and Chief Executive
Officer

Edward J. Parry, III Treasurer

Richard M. Reilly Director

Eric A. Simonsen Director

Mark G. Steinberg Senior Vice President

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
the Company at 440 Lincoln Street, Worcester, Massachusetts.

ITEM 31. MANAGEMENT SERVICES

The Company provides daily unit value calculations and related services for
the Company's separate accounts.

<PAGE>

ITEM 32. UNDERTAKINGS

(a) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission ("SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC heretofore or
hereafter duly adopted pursuant to authority conferred in that
section.

(b) The Registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.

(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information promptly upon written or oral request, according to the
requirements of Form N-4.

(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of 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,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.

(e) The Company hereby represents that the aggregate fees and charges
under the Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.

ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7
under the 1940 Act with respect to withdrawal restrictions under the Texas
Optional Retirement Program ("Program") and (b) relying on the "no-action"
letter (Ref. No. IP-6-88) issued on November 28, 1988 to the American
Council of Life Insurance, in applying the withdrawal restrictions of
Internal Revenue Code Section 403(b)(11).

Registrant has taken the following steps in reliance on the letter:

1. Appropriate disclosures regarding the withdrawal restrictions imposed
by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the
offer of the Company's variable contracts.

2. Appropriate disclosures regarding the withdrawal restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.

<PAGE>

3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
withdrawal restrictions imposed by the Program and by Section
403(b)(11) to the attention of potential participants.

4. A signed statement acknowledging the participant's understanding of
(I) the restrictions on withdrawal imposed by the Program and by
Section 403(b)(11) and (ii) the investment alternatives available
under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.

Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts on the
1st day of December, 1998.

SEPARATE ACCOUNT VA-K OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Abilgail M. Armstrong
-------------------------------
Abigail M. Armstrong, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signatures Title Date
---------- ----- ----

/s/ John F. O'Brien Director and Chairman of December 1, 1998
---------------------------- the Board
John F. O'Brien

/s/ Bruce C. Anderson Director
----------------------------
Bruce C. Anderson

/s/ Warren E. Barnes Vice President and
---------------------------- Corporate Controller
Warren E. Barnes

/s/ Robert E. Bruce Director and Chief
---------------------------- Information Officer
Robert E. Bruce

/s/ John P. Kavanaugh Director, Vice President
---------------------------- and Chief Investment
John P. Kavanaugh Officer

/s/ John F. Kelly Director, Vice President
---------------------------- and General Counsel
John F. Kelly

/s/ J. Barry May Director
----------------------------
J. Barry May

/s/ James R. McAuliffe Director
----------------------------
James R. McAuliffe

/s/ Edward J. Parry III Director, Vice President,
---------------------------- Chief Financial Officer
Edward J. Parry III and Treasurer

/s/ Richard M. Reilly Director, President and
---------------------------- Chief Executive Officer
Richard M. Reilly

/s/ Robert P. Restrepo, Jr. Director
----------------------------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen Director and Vice
---------------------------- President
Eric A. Simonsen

/s/ Phillip E. Soule Director
----------------------------
Phillip E. Soule
<PAGE>

EXHIBIT TABLE

Exhibit 4 Minimum Guaranteed Annuity Payout Rider

Exhibit 9 Opinion of Counsel

Exhibit 10 Consent of Independent Accountants

<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

MINIMUM GUARANTEED ANNUITY PAYOUT ("M-GAP") RIDER

OVERVIEW:

The M-GAP Rider ("Rider") is an optional rider you have selected. It
guarantees a minimum level of income at the time of annuitization provided
you annuitize in accordance with the provisions of the Rider.

DEFINITIONS:

"M-GAP Effective Date" - the date on which the Rider is effective. If the
Rider is selected at issue or within the 30-day period immediately
thereafter, the "M-GAP Effective Date" is the contract (1) issue date. If
the Rider is selected on a contract anniversary or within the 30-day period
immediately thereafter, the "M-GAP Effective Date" is that contract
anniversary. If the Rider is selected at any other time, the "M-GAP
Effective Date" is the next contract anniversary following the date of
selection of the Rider.

"M-GAP Effective Annual Yield" - [5%]

"M-GAP Initial Payment Amount" - the Accumulated Value on the "M-GAP
Effective Date".

"M-GAP Waiting Period" - the [ 10 ]-year period which begins on the "M-GAP
Effective Date". The Rider can only be exercised after the expiration of the
"M-GAP Waiting Period" and during a "M-GAP Benefit Window".

"[10]-Year M-GAP Rider Annual Percentage Rate" - [.25%]

"M-GAP Benefit Window" - the 30-day period during which the Rider can be
exercised. The "M-GAP Benefit Window" always begins on a contract
anniversary. The first "M-GAP Benefit Window" begins on the contract
anniversary immediately following the "M-GAP Waiting Period".

APPLICABILITY:

This Rider is part of the contract to which it is attached and is effective
on the "M-GAP Effective Date". The Rider can be exercised only when the
Owner elects to annuitize under each of the following conditions:

(a) during an "M-GAP Benefit Window";
(b) under a fixed annuity option involving a life contingency; and
(c) at the guaranteed annuity purchase rates specified under the Annuity
Option Tables in your contract.

- -------------------------------------
(1) "Contract", as used in this Rider, includes any "policy" to which the
Rider is attached.

1
<PAGE>

BENEFIT:

When the Rider is exercised, the M-GAP Benefit Base, less any applicable
premium tax, is the value annuitized. On each contract anniversary,
commencing with the "M-GAP Effective Date", the M-GAP Benefit Base is
determined. The M-GAP Benefit Base is equal to the greatest of the following:

(a) the Accumulated Value increased by any positive Market Value
Adjustment (MVA), if applicable;
(b) the sum of:
1) the "M-GAP Initial Payment Amount" accumulated daily at the
"M-GAP Effective Annual Yield" starting on the "M-GAP Effective
Date" and
2) gross payments(2) accumulated daily at the "M-GAP Effective
Annual Yield" starting on the Effective Valuation Date(3) of
each gross payment reduced proportionately to reflect
withdrawals; and
(c) the highest Accumulated Value on any contract anniversary since the
"M-GAP Effective Date" as determined after positive adjustments have
been made for subsequent payments and any positive MVA, if
applicable, and negative adjustments have been made for subsequent
withdrawals.

For each withdrawal described in (b) and (c) above, the proportionate
reduction is calculated by multiplying the (b) or (c) value, whichever
applicable, determined immediately prior to the withdrawal by the following
fraction:

Amount of the Withdrawal
------------------------
Accumulated Value determined immediately prior to the withdrawal

The M-GAP Benefit Base does not create an Accumulated Value. It is used
solely for annuitization purposes to determine the value of the income stream
when the Rider is exercised.

CHARGE FOR BENEFITS:

From the "M-GAP Effective Date" until the date the Rider is terminated, the
Company will assess a monthly rider charge which will be deducted Pro Rata
(4) on the last day of each month and on the date the Rider terminates. The
charge will be equal to the Accumulated Value on such date multiplied by
1/12th of the "[10]-Year M-GAP Rider Annual Percentage Rate".

TERMINATION:

This Rider will terminate on the earliest of the following dates:

(a) the date the Owner elects to annuitize;

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

(2) "Gross payments", if not defined in your contract, includes any "gross
Elective Payments".
(3) "Effective Valuation Date", if not defined in your contract, means the
Valuation Date coincident with or next following the date of the
Company's receipt of the payment.
(4) "Pro Rata", if not defined in your contract, means that the withdrawal
is deducted from the Accumulated Value of each account in the same
proportion as such value bears to the total policy/contract value.

2
<PAGE>

(b) when a death benefit is payable and the contract is not continued
under a spousal takeover;
(c) surrender of the contract; or
(d) receipt of the Owner's Written Request to terminate the Rider. The
Owner may terminate the Rider anytime after the end of the 7-year
period beginning on the "M-GAP Effective Date". The rider may be
terminated prior to the end of such 7-year period only if such
termination occurs on a contract anniversary or within the 30-day
period immediately thereafter and in conjunction with the Owner's
exercise of the "Repurchase Option", described below.

REPURCHASE OPTION:

If an Owner terminates the Rider on a contract anniversary or within the
30-day period immediately thereafter, the Owner may purchase another M-GAP
Rider, at its then current price, only if on the date of termination:

1) an M-GAP Rider is still being offered by the Company and
2) the Owner purchases an M-GAP Rider, with an "M-GAP Waiting Period"
equal to or longer than the "M-GAP Waiting Period" for this Rider.

For purposes of determining the "M-GAP Effective Date" of the new Rider, the
date of termination of this Rider will be considered to be the date of selection
of the new Rider.

Signed for the Company at Dover, Delaware.

President Secretary

End3259.98

9-98-29

<PAGE>

December 22, 1998

Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester, MA 01653

RE: SEPARATE ACCOUNT VA-K (EXECANNUITY PLUS / ALLMERICA ADVANTAGE)
OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FILE #'S: 33-39702 AND 811-6293

Gentlemen:

In my capacity as Attorney of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Separate Account VA-K
on Form N-4 under the Securities Act of 1933 and the Investment Company Act of
1940, with respect to the Company's qualified and non-qualified variable annuity
contracts.

I am of the following opinion:

1. Separate Account VA-K is a separate account of the Company validly existing
pursuant to the Delaware Insurance Code and the regulations issued
thereunder.

2. The assets held in Separate Account VA-K are not chargeable with
liabilities arising out of any other business the Company may conduct.

3. The variable annuity contracts, when issued in accordance with the
Prospectus contained in the Registration Statement and upon compliance with
applicable local law, will be legal and binding obligations of the Company
in accordance with their terms and when sold will be legally issued, fully
paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account VA-K
on Form N-4 under the Securities Act of 1933.

Very truly yours,

/s/ Lynn Gelinas
Lynn Gelinas
Attorney

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
incorporated by reference into this Post-Effective Amendment No. 15 to the
Registration Statement of Separate Account VA-K of Allmerica Financial Life
Insurance and Annuity Company on Form N-4 of our report dated February 3, 1998,
relating to the financial statements of Allmerica Financial Life Insurance and
Annuity Company, and our report dated March 25, 1998, relating to the financial
statements of Separate Account VA-K Allmerica Advantage Variable Annuity and
ExecAnnuity Plus Variable Annuity of Allmerica Financial Life Insurance and
Annuity Company, both of which appear in such Statement of Additional
Information. We also consent to the reference to us under the heading "Experts"
in such Statement of Additional Information.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
December 22, 1998