ALLMERICA FIN LIFE INS & ANN CO ALLMERICA SEL ACCT
497, 1999-01-28
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<PAGE>



                          ALLMERICA SELECT SEPARATE ACCOUNT
                          ALLMERICA SELECT RESOURCE I AND II
                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                          
           SUPPLEMENT DATED JANUARY 28, 1999 TO PROSPECTUS DATED MAY 1, 1998
             THIS SUPPLEMENT SUPPLANTS THE SUPPLEMENT DATED DECEMBER 29, 1998
                                        ***

On March 15, 1999, 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 third paragraph:

       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, if applicable, (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, if applicable, (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 11 of the Prospectus, the following is added to the end
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 13 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)
     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%*
</TABLE>

<PAGE>



Under "ANNUAL AND TRANSACTION EXPENSES" on page 13 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 15 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:


<TABLE>
<CAPTION>

                                                  1 YEAR      3 YEARS      5 YEARS     10 YEARS
                                                  ------      -------      -------     --------
<S>                                               <C>         <C>          <C>          <C>
Select Emerging Markets Fund                         $96        $159          $218          $392
Select International Equity Fund                     $88        $134          $177          $310
T. Rowe Price International Stock Portfolio          $87        $132          $173          $304
Select Aggressive Growth Fund                        $87        $130          $170          $297
Select Capital Appreciation Fund                     $88        $134          $176          $308
Select Value Opportunity Fund                        $87        $132          $173          $303
Select Growth Fund                                   $86        $129          $167          $292
Select Strategic Growth Fund                         $87        $130          $170          $297
Fidelity VIP Growth Portfolio                        $84        $122          $155          $268
Select Growth and Income Fund                        $85        $124          $159          $276
Fidelity VIP Equity-Income Portfolio                 $83        $119          $150          $257
Fidelity VIP High Income Portfolio                   $84        $122          $156          $270
Select Income Fund                                   $84        $122          $156          $270
Money Market Fund                                    $81        $112          $138          $233

</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, at the end of the applicable time period, you annuitize* under a
     life option or a non-commutable period certain option of ten years or
     longer, or if you do not surrender or annuitize your 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 Emerging Markets Fund                         $37        $112        $189        $392
Select International Equity Fund                     $28        $ 86        $147        $310
T. Rowe Price International Stock Portfolio          $27        $ 84        $143        $304
Select Aggressive Growth Fund                        $27        $ 82        $140        $297
Select Capital Appreciation Fund                     $28        $ 86        $146        $308
Select Value Opportunity Fund                        $27        $ 84        $143        $303
Select Growth Fund                                   $26        $ 80        $137        $292
Select Strategic Growth Fund                         $27        $ 82        $140        $297
Fidelity VIP Growth Portfolio                        $24        $ 73        $125        $268
Select Growth and Income Fund                        $25        $ 76        $129        $276
Fidelity VIP Equity-Income Portfolio                 $23        $ 70        $120        $257
Fidelity VIP High Income Portfolio                   $24        $ 74        $126        $270
Select Income Fund                                   $24        $ 74        $126        $270
Money Market Fund                                    $20        $ 63        $108        $233

</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.



<PAGE>



Under "PERFORMANCE INFORMATION" on page 18 of the Prospectus, between the second
and third sentences in the second 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 18 of the Prospectus, at the end of the
sixth 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 32 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 34 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 pages 34 and 35 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:

     (a)  the Accumulated Value increased by any positive Market Value
          Adjustment, if applicable, (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.


<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.

     - 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. 



<PAGE>



     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."

     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 "CHARGES AND DEDUCTIONS" on page 37 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

     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 Contract 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:

<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>


<PAGE>



     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 48 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.

     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.

     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.



<PAGE>







In Appendix D on page D-2 of the Prospectus, "(a) With Surrender Charge" is
renamed "(1)(a) With Surrender Charge" and the following is added after the
table: 

     (1)(b) With Surrender Charge and with 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 Emerging Markets Fund. . . . . .       $96         $158         $217         $393
     Select International Equity Fund. . . .       $87         $132         $175         $312
     T. Rowe Price International
      Stock Portfolio. . . . . . . . . . . .       $86         $129         $171         $306
     Select Aggressive Growth Fund . . . . .       $85         $127         $168         $299
     Select Capital Appreciation Fund. . . .       $87         $131         $174         $310
     Select Value Opportunity Fund . . . . .       $86         $129         $171         $305
     Select Growth Fund. . . . . . . . . . .       $85         $126         $165         $294
     Select Strategic Growth Fund. . . . . .       $85         $127         $168         $299
     Fidelity VIP Growth Portfolio . . . . .       $83         $119         $153         $270
     Select Growth and Income Fund . . . . .       $83         $121         $157         $278
     Fidelity VIP Equity-Income Portfolio. .       $81         $115         $148         $259
     Fidelity VIP High Income Portfolio. . .       $83         $119         $154         $272
     Select Income Fund. . . . . . . . . . .       $83         $119         $154         $272
     Money Market Fund . . . . . . . . . . .       $79         $108         $136         $236

</TABLE>

     In Appendix D on page D-2 of the Prospectus, "(b) Without Surrender Charge"
     is renamed "(2)(a) Without Surrender Charge" and the following is added
     after the table:
     
     (2)(b) Without Surrender Charge and with 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 Emerging Markets Fund. . . . . .       $37         $113         $190         $393
     Select International Equity Fund. . . .       $28         $ 87         $148         $312
     T. Rowe Price International
      Stock Portfolio. . . . . . . . . . . .       $28         $ 85         $144         $306
     Select Aggressive Growth Fund . . . . .       $27         $ 83         $141         $299
     Select Capital Appreciation Fund. . . .       $28         $ 86         $147         $310
     Select Value Opportunity Fund . . . . .       $28         $ 84         $144         $305
     Select Growth Fund. . . . . . . . . . .       $26         $ 81         $138         $294
     Select Strategic Growth Fund. . . . . .       $27         $ 83         $141         $299
     Fidelity VIP Growth Portfolio . . . . .       $24         $ 74         $126         $270
     Select Growth and Income Fund . . . . .       $25         $ 76         $130         $278
     Fidelity VIP Equity-Income Portfolio. .       $23         $ 71         $121         $259
     Fidelity VIP High Income Portfolio. . .       $24         $ 74         $127         $272
     Select Income Fund. . . . . . . . . . .       $24         $ 74         $127         $272
     Money Market Fund . . . . . . . . . . .       $21         $ 64         $109         $236

</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.

Supplement dated January 28, 1999.



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