ALLMERICA FIN LIFE INS & ANN CO ALLMERICA SEL ACCT, 485APOS, 2000-02-11

ALLMERICA FIN LIFE INS & ANN CO ALLMERICA SEL ACCT
485APOS, 2000-02-11

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File Nos. 33-47216
811-6632

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 20

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 31

ALLMERICA SELECT SEPARATE ACCOUNT 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)

Mary Eldridge, Secretary
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:

_____ 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
__X__ on May 1, 2000 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 CONTRACTS

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940 ("1940
Act"), Registrant has registered that an indefinite amount of its securities is
being registered under the Securities Act of 1933 ("1933 Act"). The Rule 24f-2
Notice for the issuer's fiscal year ended December 31, 1999 will be filed on or
before March 30, 2000.

<PAGE>

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

<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
<S> <C>
1.............................Cover Page
2.............................Special Terms
3.............................Summary of Fees and Expenses; Summary of Contract Features
4.............................Condensed Financial Information; Performance Information

5.............................Description of the Companies, the Variable Accounts, the Trust, Fidelity VIP, and T. Rowe Price

6.............................Charges and Deductions
7.............................Description of the Contract
8.............................Electing the Form of Annuity and the Annuity Date; Description of Variable Annuity Payout Options;
Annuity Benefit Payments

9.............................Death Benefit
10............................Payments; Computation of Values; Distribution
11............................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 STATEMENT OF ADDITIONAL INFORMATION
15............................Cover Page
16............................Table of Contents
17............................General Information and History
18............................Services
19............................Underwriters
21............................Performance Information
22............................Annuity Benefit Payments
23............................Financial Statements
</TABLE>

<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE
AND ANNUITY COMPANY

FIRST ALLMERICA FINANCIAL LIFE
INSURANCE COMPANY
ALLMERICA SELECT RESOURCE II
VARIABLE ANNUITY CONTRACT

<TABLE>
<S> <C>
PROFILE THIS PROFILE IS A SUMMARY OF SOME OF THE
MAY 1, 2000 MORE IMPORTANT POINTS THAT YOU SHOULD KNOW
AND CONSIDER BEFORE PURCHASING THE
ALLMERICA SELECT RESOURCE II VARIABLE
ANNUITY CONTRACT. THE CONTRACT IS MORE
FULLY DESCRIBED LATER IN THIS PROSPECTUS.
PLEASE READ THE PROSPECTUS CAREFULLY.
</TABLE>

1. THE ALLMERICA SELECT RESOURCE II VARIABLE ANNUITY CONTRACT

The Allmerica Select Resource II variable annuity contract is a contract between
you (the contract owner) and Allmerica Financial Life Insurance and Annuity
Company for contracts issued in the District of Columbia, Puerto Rico, the
Virgin Islands and any state except Hawaii and New York) or First Allmerica
Financial Life Insurance Company (for contracts issued in Hawaii and New York).
It is designed to help you accumulate assets for your retirement or other
important financial goals on a tax-deferred basis.

Allmerica Select Resource II offers a diverse selection of money managers and
investment options. You may allocate your payments among any of 14 variable
investment portfolios, a number of Guarantee Period Accounts and the Fixed
Account. This range of investment choices enables you to allocate your money to
meet your particular investment needs. Transfers among accounts do not create a
taxable event.

Variable investments are subject to fluctuations in market value, and may
increase or decrease the value of your contract over time. Investments in either
the Fixed Account or the Guarantee Period Accounts offer rates of return and
protection of principal that are guaranteed by the Company.

Deferred annuities typically have two phases; an ACCUMULATION PHASE and, if you
annuitize, an ANNUITY PAYOUT PHASE. During the ACCUMULATION PHASE you can make
payments into the contract on any frequency. Earnings from your investments
accumulate on a tax deferred basis. You may withdraw money during the
ACCUMULATION PHASE; however as with any tax-deferred investment, earnings and
pre-tax payments are subject to income tax when withdrawn. A federal tax penalty
may apply if you withdraw money prior to age 59 1/2. The ANNUITY PAYOUT PHASE
occurs when you begin receiving regular payments from your contract. The amount
of money you are able to accumulate in your contract during the ACCUMULATION
PHASE will determine the amount of your payments during the ANNUITY PAYOUT
PHASE. This accumulation is based on the amount of your payments, and any gain
or loss from your investments.

2. ANNUITY PAYMENTS

Before the Annuitant receives payments from your annuity, you will want to
decide the form those payments will take. There are currently six annuity
options that provide for a regular stream of income: (1) periodic payments for
the Annuitant's lifetime; (2) periodic payments for the Annuitant's lifetime,
but not for less than 120 months; (3) periodic payments for the Annuitant's
lifetime with the guarantee that if payments are less than the accumulated value
at annuitization, a refund of the remaining value will be paid; (4) periodic
payments for the Annuitant's lifetime and the survivor's lifetime; (5) periodic
payments for the Annuitant's

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lifetime and the survivor's lifetime with the payment to the survivor being
reduced to 2/3; and (6) periodic payments for a specified period of 1 to 30
years. Other annuity options may be offered by the Company.

You can also choose whether you want annuity payments on a variable basis
(subject to fluctuation based on investment performance), on a fixed basis (with
benefit payments guaranteed at a fixed amount), or on a combination variable and
fixed basis. Once payments begin, the annuity option cannot be changed.

3. PURCHASING THIS CONTRACT

Allmerica Select contracts are sold through a network of independent financial
representatives. We suggest you and your representative review this information
and that your representative assist you in completing any forms. The initial
payment into this contract must be at least $1,000 and each subsequent payment
must be at least $50. Other than these conditions, there is no fixed schedule
for making payments, nor any limits as to payment frequency.

4. INVESTMENT OPTIONS

You may allocate money to the Sub-Accounts investing in the following funds:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
---- ------------------
<S> <C> <C>
International Funds Select Emerging Markets Fund Schroder Investment Management
North America Inc.
Select International Equity Fund Bank of Ireland Asset Management
(U.S.) Limited
T. Rowe Price International Stock Rowe Price-Fleming
Portfolio International, Inc.

Aggressive Growth Funds Select Aggressive Growth Fund Nicholas-Applegate Capital
Management, L.P.
Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC

Growth Funds Select Growth Fund Putnam Investment
Management, Inc.
Select Strategic Growth Fund Cambiar Investors, Inc.
Fidelity VIP Growth Portfolio Fidelity Management & Research
Company

Growth and Income Funds Select Growth and Income Fund J.P. Morgan Investment
Management Inc.
Fidelity VIP Equity-Income Fidelity Management & Research
Portfolio Company

High Income Fund Fidelity VIP High Income Fidelity Management & Research
Portfolio Company

Income Fund* Select Income Fund Standish, Ayer & Wood, Inc.

Money Market Fund Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

* The Company has requested the necessary regulatory approvals to substitute
shares of the Select Investment Grade Income Fund of the Allmerica Investment
Trust for shares of the currently offered Select Income Fund. Subject to
receiving the necessary approvals, this substitution will take place on or about
July 1, 2000.

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You may also allocate money among the Guarantee Period Accounts and the Fixed
Account. The Guarantee Period Accounts offer interest rates that are guaranteed
for a specific period of time. The Fixed Account guarantees a minimum rate of
interest which may vary from time to time but will not be less than 3%.

5. EXPENSES

The contract has insurance features and investment features, and there are costs
related to each. Each year a $30 contract fee is deducted from your contract.
This charge is waived if the value of the Contract is at least $50,000 on the
date the fee is assessed or the contract is issued to and maintained by the
Trustees of a 401(k) plan. Also, insurance charges are deducted at a total
annual rate of 1.40% of the average daily value of amounts allocated to the
investment portfolios. In addition, if you elect the optional Minimum Guaranteed
Annuity Payout (M-GAP) Rider, we will deduct a monthly 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.

There are also investment management charges which in 1999 ranged from an annual
rate of 0.29% to 1.92% of the average daily value of the investment portfolio,
depending upon the investment portfolio. When you make a withdrawal or when
regular annuity benefit payments commence, a state premium tax, which varies
depending upon the state of residency, may apply.

If a payment remains in your contract for more than seven years, you will not
incur any sales charge on that amount. However, a surrender charge may apply to
withdrawals of amounts invested seven years or less on a declining scale between
6.5% and 1%, depending on which year the withdrawal is made.

The following chart is designed to help you understand the charges in your
contract. The column "Total Annual Charges" combines the annual $30 contract fee
(which is represented as 0.04%), the 1.40% insurance charges and the investment
charges for each fund. Optional rider charges are not included. The next two
columns show two examples of the charges you would pay in dollar amounts. The
examples assume you invest $1,000, earn 5% annually and withdraw your money:
(1) at the end of year 1, and (2) at the end of year 10. Year 1 includes
surrender charges as well as Total Annual Charges. Year 10 shows the aggregate
of all the annual charges assessed for 10 years, with no surrender charge.
Premium tax is assumed to be 0% in both examples. The following chart does not
reflect the optional Minimum Guaranteed Annuity Payout (M-GAP) Rider Charge
which, if elected, would increase the Total Annual Insurance Charges.

<TABLE>
- -----------------------------------------------------------------------------------------------------
EXAMPLES:
TOTAL ANNUAL
EXPENSES AT
TOTAL END OF
TOTAL ANNUAL ANNUAL TOTAL -------------------
INSURANCE FUND ANNUAL (1) (2)
FUND CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Select Emerging Markets Fund 1.44%
Select International Equity Fund 1.44%
T. Rowe Price International Stock
Portfolio 1.44%
Select Aggressive Growth Fund 1.44%
Select Capital Appreciation Fund 1.44%
Select Value Opportunity Fund 1.44%
Select Growth Fund 1.44%
Select Strategic Growth Fund 1.44%
Fidelity VIP Growth Portfolio 1.44%
Select Growth and Income Fund 1.44%
Fidelity VIP Equity-Income Portfolio 1.44%
Fidelity VIP High Income Portfolio 1.44%
Select Income Fund 1.44%
Money Market Fund 1.44%
- -----------------------------------------------------------------------------------------------------
</TABLE>

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The charges reflect any applicable expense reimbursements and/or fee waivers.
For more detailed information, see the Fund Expense Table in the Prospectus.

6. TAXES

Under current tax rules, your earnings are not taxed until you take them out.
Any withdrawals during the accumulation phase will be treated first as earnings
and taxed as income. If you take money out before age 59 1/2, you may be subject
to a 10% federal tax penalty on the earnings. Payments during the annuity payout
phase are considered partly a return of your original investment and partly
earnings. The "original investment" part of each payment is not taxable as
income. However, if this contract is used as part of a qualified retirement
program (such as a 401(k) plan), then the entire income payment may be taxable.

7. WITHDRAWALS

The contract is structured as a long-term investment opportunity which always
gives you access to your money. You may withdraw without surrender charge the
greatest of: (1) 100% of the accumulated earnings, (2) 10% of the total account
value per calendar year, or (3) if you are both an Owner and the Annuitant, an
amount based on your life expectancy. (Similarly, no surrender charge will apply
if an amount is withdrawn based on the Annuitant's life expectancy and the Owner
is a trust or other nonnatural person.)

Amounts allocated to the Guarantee Period Account will be subject to a market
value adjustment, which may increase or decrease the value, if withdrawn before
the end of the guarantee period.

8. PERFORMANCE

The value of your contract will vary up or down depending on the investment
performance of the Sub-Accounts investing in the underlying funds you choose.
The first chart below illustrates past returns on a calendar year basis for each
Sub-Account of Allmerica Financial Life Insurance and Annuity Company's
Allmerica Select Separate Account based on the inception dates of each of its
Sub-Accounts. The second chart illustrates the same information for each
Sub-Account of First Allmerica Financial Life Insurance Company's Allmerica
Select Separate Account. Each Company offers the same Sub-Accounts; however, the
Allmerica Select Separate Account of Allmerica Financial Life Insurance and
Annuity Company and its Sub-Accounts have been in existence for a longer period.
The performance figures reflect the contract fee, the insurance charges, and the
investment charges and other expenses of the underlying funds. They do not
reflect the surrender charges which, if applied, would reduce such performance.
In addition, they do not reflect the optional Minimum Guaranteed Annuity Payout
(M-GAP) Rider Charge which, if elected, would reduce performance. These returns
are based upon historical data and are not intended to indicate future
performance.

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<PAGE>
ALLMERICA SELECT SEPARATE ACCOUNT OF ALLMERICA FINANCIAL LIFE INSURANCE AND
ANNUITY COMPANY

<TABLE>
<CAPTION>
CALENDAR YEAR
--------------------------------------------------------------------------------------------
FUND 1999 1998 1997 1996 1995 1994 1993
- ---- -------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Select Emerging Markets Fund....... N/A N/A N/A N/A N/A N/A
Select International Equity Fund... 14.52% 3.16% 20.20% 17.94% -4.30% N/A
T. Rowe Price International Stock
Portfolio........................ 14.09% 1.63% 12.99% 9.57% N/A N/A
Select Aggressive Growth Fund...... 8.62% 17.03% 16.85% 30.44% -3.52% 17.82%
Select Capital Appreciation Fund... 12.08% 12.66% 7.24% N/A N/A N/A
Select Value Opportunity Fund...... N/A N/A N/A N/A N/A N/A
Select Growth Fund................. 33.16% 32.18% 20.27% 22.83% -2.95% -0.32%
Select Strategic Growth Fund....... N/A N/A N/A N/A N/A N/A
Fidelity VIP Growth Portfolio...... 37.34% 21.74% 13.06% 33.41% N/A N/A
Select Growth and Income Fund...... 14.43% 20.79% 19.53% 28.50% -0.78% 8.81%
Fidelity VIP Equity-Income
Portfolio........................ 9.84% 26.30% 12.64% 33.15% N/A N/A
Fidelity VIP High Income
Portfolio........................ -5.85% 16.01% 12.40% 18.98% N/A N/A
Select Income Fund................. 5.11% 7.62% 1.82% 15.31% -6.16% 9.35%
Money Market Fund.................. 3.92% 3.97% 3.83% 4.33% 2.51% 1.55%
</TABLE>

ALLMERICA SELECT SEPARATE ACCOUNT OF FIRST ALLMERICA FINANCIAL LIFE INSURANCE
COMPANY

<TABLE>
<CAPTION>
CALENDAR YEAR
----------------------------------------------------------
FUND 1999 1998 1997 1996 1995
- ---- -------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Select Emerging Markets Fund.......................... N/A N/A N/A N/A
Select International Equity Fund...................... 14.52% 3.16% 20.20% 17.94%
T. Rowe Price International Stock Portfolio........... 14.10% 1.63% 12.99% 9.57%
Select Aggressive Growth Fund......................... 8.66% 17.03% 16.85% 30.44%
Select Capital Appreciation Fund...................... 12.16% 12.66% 7.24% N/A
Select Value Opportunity Fund......................... N/A N/A N/A N/A
Select Growth Fund.................................... 33.19% 32.18% 20.27% 22.83%
Select Strategic Growth Fund.......................... N/A N/A N/A N/A
Fidelity VIP Growth Portfolio......................... 37.36% 21.74% 13.06% 33.41%
Select Growth and Income Fund......................... 14.42% 20.79% 19.53% 28.50%
Fidelity VIP Equity-Income Portfolio.................. 9.85% 26.30% 12.64% 33.15%
Fidelity VIP High Income Portfolio.................... -5.89% 16.01% 12.40% 18.98%
Select Income Fund.................................... 5.06% 7.62% 1.82% 15.31%
Money Market Fund..................................... 3.89% 3.97% 3.83% 4.33%
</TABLE>

9. DEATH BENEFIT

In addition to tax deferred growth, your contract provides valuable insurance
features. If the annuitant dies during the accumulation phase, we will pay the
beneficiary a death benefit. The death benefit is equal to the greatest of:
(a) the accumulated value on the date the Company receives proof of death,
increased for any positive market value adjustment; (b) gross payments
compounded daily at an effective annual yield of 5%, decreased proportionately
to reflect any prior withdrawals (in Hawaii and New York, the 5% compounding is
not available; therefore, (b) equals gross payments decreased proportionately to
reflect withdrawals); or (c) the death benefit that would have been payable on
the most recent contract anniversary prior to death, increased for subsequent
payments and decreased proportionately for subsequent withdrawals.

This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the accumulated value (increased by any positive market value
adjustment) or (b) gross payments compounded daily at an effective annual yield
of 5% (except in Hawaii and New York). The higher of (a) or (b) will then be
locked in until the second anniversary,

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at which time the death benefit will be equal to the greatest of (a) the
contract's then current accumulated value increased by any positive market value
adjustment; (b) gross payments, compounded daily at an effective annual yield of
5% (except in Hawaii and New York); or (c) the locked-in value of the death
benefit at the first anniversary. The greatest of (a), (b) or (c) will be locked
in until the next contract anniversary. This calculation will then be repeated
on each anniversary while the contract remains in force and prior to the Annuity
Date. As noted above, the values of (b) and (c) will be decreased
proportionately if withdrawals are taken.

If the owner is not the annuitant and dies during the accumulation phase, the
death benefit will be equal to (a) above.

10. ADDITIONAL FEATURES

FREE LOOK PERIOD: If you cancel your contract within 10 days after receiving it
(or whatever period is required by your state, if longer), we will provide you
with a refund in accordance with the terms of the contract's "Right to Examine"
provision.

WITHDRAWAL WITHOUT A SURRENDER CHARGE: All surrender charges are waived if,
after the contract is issued and before you attain age 65, you become disabled.
Under New York contracts, the disability must also exist for a continuous period
of at least four months. Also, except in New York and New Jersey where not
permitted by state law, you may receive your money without a surrender charge
if, after the contract is issued, you are diagnosed with a fatal illness or are
confined in a medical care facility for 90 days after the first contract year.

DOLLAR COST AVERAGING: You may elect to automatically transfer money on a
periodic basis from the Money Market Fund, Select Income Fund or Fixed Account
to one or more of the other investment options. There is no charge for this
service.

AUTOMATIC ACCOUNT REBALANCING: You may elect to automatically have your
contract's accumulated value periodically reallocated ("rebalanced") among your
chosen investment options to maintain your designated percentage allocation mix.
There is no charge for this service.

OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER (not available in all
jurisdictions): This optional rider is currently available for a separate
monthly charge and provides a guaranteed minimum amount of fixed annuity
lifetime income after a ten-year or fifteen year waiting period under a life
contingent fixed annuity payout option, subject to certain conditions. On each
contract anniversary a minimum guaranteed annuity payout benefit base is
determined. This minimum guaranteed annuity payout benefit base (less any
applicable premium taxes) is the value that will be annuitized should you
exercise the rider. In order to exercise the rider, a fixed annuitization option
involving a life contingency must be selected. Annuitization under this rider
will occur at the Company's guaranteed fixed annuity option 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, or

(b) the accumulated value on the effective date of the rider compounded
daily at an effective annual yield of 5% plus gross payments made
thereafter compounded daily at an effective annual yield of 5%, starting
on the date each payment is applied, decreased proportionately to reflect
withdrawals; or

(c) the highest accumulated value on any contract anniversary since the
rider effective date, as determined after being increased for subsequent
payments and any positive market value adjustment, if applicable, and
proportionately reduced for subsequent withdrawals.

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11. INQUIRIES

If you need more information you may contact us at 1-800-366-1492 or send
correspondence to:

Allmerica Select
Allmerica Financial
P.O. Box 8179
Boston, Massachusetts 02266-8179

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ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
WORCESTER, MASSACHUSETTS

<TABLE>
<C> <S>
PLEASE READ THIS This Prospectus provides important information about the
PROSPECTUS CAREFULLY Allmerica Select Resource II variable annuity contracts
BEFORE INVESTING AND issued by Allmerica Financial Life Insurance and Annuity
KEEP IT FOR FUTURE Company (in all jurisdictions except Hawaii and New York)
REFERENCE. and First Allmerica Financial Life Insurance Company in New
York and Hawaii. The contract is a flexible payment
tax-deferred combination variable and fixed annuity offered
on both a group and individual basis.
This Prospectus also includes important information about
the Allmerica Select Resource I contract which is no longer
being sold. See Appendix F.
A Statement of Additional Information dated May 1, 2000
containing more information about this annuity is on file
with the Securities and Exchange Commission and is
incorporated by reference into this Prospectus. A copy may
be obtained free of charge by calling Allmerica Select
Customer Service at 1-800-366-1492. The Table of Contents of
the Statement of Additional Information is listed on page 3
of this Prospectus. This Prospectus and the Statement of
Additional Information can also be obtained from the
Securities and Exchange Commission's website
(http://www.sec.gov).
The Variable Account, known as the Allmerica Select Separate
Account is subdivided into Sub- Accounts. Each Sub-Account
offered as an investment option under this contract invests
exclusively in shares of one of the following funds:
</TABLE>

<TABLE>
<C> <S> <C>
FUND INVESTMENT ADVISER
------------------------------------------- -------------------------------------------
ANNUITIES INVOLVE Select Emerging Markets Fund Schroder Investment Management North
RISKS INCLUDING America Inc.
POSSIBLE LOSS OF Select International Equity Fund Bank of Ireland Asset Management
PRINCIPAL. (U.S.) Limited
T. Rowe Price International Stock Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund Cambiar Investors, Inc.
Fidelity VIP Growth Fund Fidelity Management & Research Company
Select Growth and Income Fund J. P. Morgan Investment Management Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP High Income Portfolio Fidelity Management & Research Company
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

<TABLE>
<C> <S>
THIS ANNUITY IS (On or about July 1, 2000, subject to regulatory approval,
NOT: shares of the Select Investment Grade Income Fund will be
- - A BANK DEPOSIT OR substituted for shares of the Select Income Fund. As of the
OBLIGATION; substitution date, shares of the Select Investment Grade
- - FEDERALLY INSURED; Income Fund will be available and shares of the Select
- - ENDORSED BY ANY Income Fund will no longer be offered.)
BANK OR THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR
GOVERNMENTAL DISAPPROVED THESE SECURITIES OR DETERMINED THAT THE
AGENCY. INFORMATION IN THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
DATED MAY 1, 2000
</TABLE>

<PAGE>

The Fixed Account, which is part of the Company's General Account, is an
investment option that pays an interest rate guaranteed for one year from the
time a payment is received. Finally, the Guarantee Period Accounts offer fixed
rates of interest for specified periods ranging from 3 to 10 years. A Market
Value Adjustment is applied to payments removed from a Guarantee Period Account
before the end of the specified period. The Market Value Adjustment may be
positive or negative. Payments allocated to a Guarantee Period Account are held
in the Company's Separate Account GPA (except in California where they are
allocated to the General Account).

<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C>
SPECIAL TERMS............................................... 4
SUMMARY OF FEES AND EXPENSES................................ 6
SUMMARY OF CONTRACT FEATURES................................ 11
DESCRIPTION OF THE COMPANIES, THE VARIABLE ACCOUNTS, THE
TRUST, FIDELITY VIP AND T. ROWE PRICE...................... 18
INVESTMENT OBJECTIVES AND POLICIES.......................... 19
INVESTMENT ADVISORY SERVICES................................ 21
PERFORMANCE INFORMATION..................................... 23
DESCRIPTION OF THE CONTRACT................................. 26
A. Payments............................................. 26
B. Right to Cancel Individual Retirement Annuity........ 26
C. Right to Cancel All Other Contracts.................. 27
D. Transfer Privilege................................... 27
Asset Allocation Model Reallocations................ 28
Automatic Transfers and Automatic Account
Rebalancing Options................................. 28
E. Surrender............................................ 29
F. Withdrawals.......................................... 29
Systematic Withdrawals.............................. 30
Life Expectancy Distributions....................... 30
G. Death Benefit........................................ 31
Death of the Annuitant Prior to the Annuity Date.... 31
Death of an Owner Who is Not Also the Annuitant
Prior to the Annuity Date........................... 31
Payment of the Death Benefit Prior to the Annuity
Date................................................ 31
Death of the Annuitant On or After the Annuity
Date................................................ 32
H. The Spouse of the Owner as Beneficiary............... 32
I. Assignment........................................... 32
J. Electing the Form of Annuity and the Annuity Date.... 32
K. Description of Variable Annuity Payout Options....... 33
L. Annuity Benefit Payments............................. 34
Determination of the First Variable Annuity Benefit
Payment............................................. 34
The Annuity Unit.................................... 35
Determination of the Number of Annuity Units........ 35
Dollar Amount of Subsequent Variable Annuity Benefit
Payments............................................ 35
M. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider................................................... 36
N. NORRIS Decision...................................... 38
O. Computation of Values................................ 38
The Accumulation Unit............................... 38
Net Investment Factor............................... 38
CHARGES AND DEDUCTIONS...................................... 40
A. Variable Account Deductions.......................... 40
Mortality and Expense Risk Charge................... 40
Administrative Expense Charge....................... 40
Other Charges....................................... 40
B. Contract Fee......................................... 41
C. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider Charge............................................ 41
D. Premium Taxes........................................ 41
E. Surrender Charge..................................... 42
Charge for Surrender and Withdrawal................. 42
Reduction or Elimination of Surrender Charge and
Additional Amounts Credited......................... 42
Withdrawal Without Surrender Charge................. 43
Surrenders.......................................... 44
</TABLE>

2
<PAGE>

<TABLE>
<S> <C>
Charge at the Time Annuity Benefit Payments Begin... 44
F. Transfer Charge...................................... 45
GUARANTEE PERIOD ACCOUNTS................................... 46
FEDERAL TAX CONSIDERATIONS.................................. 48
A. General.............................................. 48
The Company......................................... 48
Diversification Requirements........................ 48
Investor Control.................................... 48
B. Qualified and Non-Qualified Contracts................ 49
C. Taxation of the Contracts in General................. 49
Withdrawals Prior to Annuitization.................. 49
Annuity Payouts After Annuitization................. 49
Penalty on Distribution............................. 49
Assignments or Transfers............................ 50
Nonnatural Owners................................... 50
Deferred Compensation Plans of State and Local
Government and Tax-Exempt Organizations............. 50
D. Tax Withholding...................................... 50
E. Provisions Applicable to Qualified Employer Plans.... 51
Corporate and Self-Employed Pension and Profit
Sharing Plans....................................... 51
Individual Retirement Annuities..................... 51
Tax-Sheltered Annuities............................. 51
Texas Optional Retirement Program................... 52
STATEMENTS AND REPORTS...................................... 52
LOANS (QUALIFIED CONTRACTS ONLY)............................ 52
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS........... 52
CHANGES TO COMPLY WITH LAW AND AMENDMENTS................... 53
VOTING RIGHTS............................................... 54
DISTRIBUTION................................................ 54
LEGAL MATTERS............................................... 54
FURTHER INFORMATION......................................... 55
APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT...... A-1
APPENDIX B -- PERFORMANCE TABLES (ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY)............................. B-1
APPENDIX C -- PERFORMANCE TABLES (FIRST ALLMERICA FINANCIAL
LIFE INSURANCE COMPANY).................................... C-1
APPENDIX D -- SURRENDER CHARGES AND THE MARKET VALUE
ADJUSTMENT................................................. D-1
APPENDIX E -- THE DEATH BENEFIT............................. E-1
APPENDIX F -- DIFFERENCES UNDER THE ALLMERICA SELECT
RESOURCE I CONTRACT........................................ F-1
APPENDIX G -- CONDENSED FINANCIAL INFORMATION............... G-1

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
GENERAL INFORMATION AND HISTORY.............................
TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE
COMPANY....................................................
SERVICES....................................................
UNDERWRITERS................................................
ANNUITY BENEFIT PAYMENTS....................................
EXCHANGE OFFER..............................................
ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING)
PROGRAM....................................................
PERFORMANCE INFORMATION.....................................
FINANCIAL STATEMENTS........................................
</TABLE>

3
<PAGE>
SPECIAL TERMS

ACCUMULATED VALUE: the total value of all Accumulation Units in the Sub-Accounts
plus the value of all accumulations in the Fixed Account and Guarantee Period
Accounts credited to the Contract on any date before the Annuity Date.

ACCUMULATION UNIT: a unit of measure used to calculate the value of a
Sub-Account before annuity benefit payments begin.

ANNUITANT: the person designated in the Contract upon whose life annuity benefit
payments are to be made.

ANNUITY DATE: the date on which annuity benefit payments begin. This date may
not be later than the first day of the month before the Annuitant's 90th
birthday.

ANNUITY UNIT: a unit of measure used to calculate the value of the periodic
annuity benefit payments under the Contract.

COMPANY: unless otherwise specified, any reference to the "Company" shall refer
exclusively to Allmerica Financial Life Insurance and Annuity Company for
contracts issued in all jurisdictions except Hawaii and New York and exclusively
to First Allmerica Financial Life Insurance Company for contracts issued in
Hawaii and New York.

FIXED ACCOUNT: an investment option under the Contract that guarantees principal
and a fixed minimum interest rate and which is part of the Company's General
Account.

FIXED ANNUITY PAYOUT: an annuity payout option providing for annuity benefit
payments which remain fixed in amount throughout the annuity benefit payment
period selected.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.

GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited.

GUARANTEE PERIOD ACCOUNT: an account which corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period.

GUARANTEED INTEREST RATE: the annual effective rate of interest, after daily
compounding, credited to a Guarantee Period Account.

MARKET VALUE ADJUSTMENT: a positive or negative adjustment assessed if any
portion of a Guarantee Period Account is withdrawn or transferred prior to the
end of its Guarantee Period.

OWNER (YOU): the person, persons or entity entitled to exercise the rights and
privileges under this Contract. Joint Owners are permitted if one of the two is
the Annuitant.

SUB-ACCOUNT: a subdivision of the Variable Account investing exclusively in the
shares of a corresponding fund of Allmerica Investment Trust ("Trust"), a
corresponding portfolio of the Fidelity Variable Insurance Products Fund
("Fidelity VIP"), or the T. Rowe Price International Stock Portfolio of T. Rowe
Price International Series, Inc. ("T. Rowe Price").

SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any applicable Contract fee, surrender charge, rider charge and
Market Value Adjustment.

4
<PAGE>

UNDERLYING FUNDS (OR FUNDS): an investment portfolio of the Trust, Fidelity VIP
or T. Rowe Price in which a Sub-Account invests.

VALUATION DATE: a day on which the net asset value of the shares of any of the
Underlying Funds is determined and unit values of the Sub-Accounts are
determined. Valuation Dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no payment, withdrawal or surrender of a Contract was received)
when there is a sufficient degree of trading in an Underlying Fund's portfolio
securities such that the current unit value of the Sub-Accounts may be affected
materially.

VARIABLE ACCOUNT: Allmerica Select Separate Account, one of the Company's
separate accounts, consisting of assets segregated from other assets of the
Company. The investment performance of the assets of the Variable Account is
determined separately from the other assets of the Company and are not
chargeable with liabilities arising out of any other business which the Company
may conduct.

VARIABLE ANNUITY PAYOUT: an annuity payout option providing for payments varying
in amount in accordance with the investment experience of certain of the
Underlying Funds.

5
<PAGE>
SUMMARY OF FEES AND EXPENSES

There are certain fees and expenses that you will bear under the Allmerica
Select Resource II Contract. The purpose of the following tables is to assist
you in understanding these fees and expenses. The tables show (1) charges under
the Contract, (2) annual expenses of the Sub-Accounts, and (3) annual expenses
of the Funds. In addition to the charges and expenses described below, premium
taxes are applicable in some states and are deducted as described under "D.
Premium Taxes."

<TABLE>
<CAPTION>
YEARS FROM
DATE OF PAYMENT CHARGE
(1) CONTRACT CHARGES: --------------- ------
<S> <C> <C>
0-1 6.5%
2 6.0%
3 5.0%
4 4.0%
5 3.0%
6 2.0%
7 1.0%
More than 7 0.0%
SURRENDER CHARGE:*
This charge may be assessed upon surrender, withdrawal or
annuitization under any commutable period certain option
or a noncommutable fixed period certain option of less
than ten years. The charge is a percentage of payments
applied to the amount surrendered (in excess of any amount
that is free of surrender charge) within the indicated
time period.

TRANSFER CHARGE: None
The Company currently makes no charge for processing
transfers and guarantees that the first 12 transfers in a
Contract year will not be subject to a transfer charge.
For each subsequent transfer, the Company reserves the
right to assess a charge, guaranteed never to exceed $25,
to reimburse the Company for the costs of processing the
transfer.

ANNUAL CONTRACT FEE: $30
The fee is deducted annually and upon surrender prior to
the Annuity Date when Accumulated Value is less than
$50,000. The fee is waived for Contracts issued to and
maintained by the trustee of a 401(k) plan.

OPTIONAL RIDER CHARGES:
Under the following riders, 1/12th of the annual charge is
deducted pro-rata on a monthly basis at the end of each
month and at termination of the rider. The charge on an
annual basis as a percentage of the Accumulated Value is:
Optional Minimum Guaranteed Annuity Payout (M-GAP) Rider 0.25%
with a ten-year waiting period:
Optional Minimum Guaranteed Annuity Payout (M-GAP) Rider 0.15%
with a fifteen-year waiting period:
</TABLE>

<TABLE>
<S> <C> <C>
(2) ANNUAL SUB-ACCOUNT EXPENSES:
(on an annual basis as percentage of average daily net
assets)
Mortality and Expense Risk Charge: 1.25%
Administrative Expense Charge: 0.15%
------
Total Annual Expenses: 1.40%
</TABLE>

*From time to time the Company may allow a reduction of the surrender charge,
the period during which the charges apply, or both, and/or credit additional
amounts on Contracts when (1) Contracts are sold to individuals or groups of
individuals in a manner which reduces sales expenses, or (2) where the Owner or
the Annuitant on the date of issue is within certain classes of eligible
persons. For more information, see "Reduction or Elimination of Surrender Charge
and Additional Amounts Credited."

6
<PAGE>

(3) ANNUAL UNDERLYING FUND EXPENSES: Underlying Fund expenses are not fixed or
specified under the terms of the Contract and will vary from year to year. The
levels of fees and expenses also vary among the Underlying Funds. The following
table shows the expenses of the Underlying Funds as a percentage of average net
assets for the year ended December 31, 1999, as adjusted for any material
changes.

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND
(AFTER ANY (AFTER ANY EXPENSES (AFTER ANY
UNDERLYING FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) WAIVERS/REIMBURSEMENTS)
- --------------- ------------------ --------------- -----------------------
<S> <C> <C> <C>
Select Emerging Markets Fund............ 1.35% 0.57% 1.92%(1)(2)
Select International Equity Fund........ 0.89% 0.13% 1.02%(1)(2)
T. Rowe Price International Stock
Portfolio.............................. 1.05% 0.00% 1.05%
Select Aggressive Growth Fund........... 0.81%* 0.06% 0.87%(1)(2)
Select Capital Appreciation Fund........ 0.90%* 0.07% 0.97%(1)(2)
Select Value Opportunity Fund........... 0.90% 0.07% 0.97%(1)(2)
Select Growth Fund...................... 0.78% 0.05% 0.83%(1)(2)
Select Strategic Growth Fund............ 0.85% 0.35% 1.20%(1)(2)
Fidelity VIP Growth Portfolio........... xxx xxx xxx
Select Growth and Income Fund........... 0.67% 0.07% 0.74%(1)(2)
Fidelity VIP Equity-Income Portfolio.... xxx xxx xxx
Fidelity VIP High Income Portfolio...... xxx xxx xxx
Select Income Fund...................... 0.43% 0.07% 0.50%(1)
Money Market Fund....................... 0.24% 0.05% 0.29%(1)
</TABLE>

*Effective September 1, 1999, the management fee rates for the Select Aggressive
Growth Fund and Select Capital Appreciation Fund were revised. The Management
Fee and Total Fund Expense ratios shown in the table above have been adjusted to
assume that the revised rates took effect January 1, 1999.

(1)Until further notice, Allmerica Financial Investment Management
Services, Inc. (the "Manager") has declared a voluntary expense limitation of
1.50% of average net assets for Select International Equity Fund, 1.35% for
Select Aggressive Growth Fund and Select Capital Appreciation Fund, 1.25% for
Select Value Opportunity Fund, 1.20% for Select Growth Fund and Select Strategic
Growth Fund, 1.10% for Select Growth and Income Fund, 1.00% for Select Income
Fund and 0.60% for Money Market Fund. The total operating expenses of these
Funds of the Trust were less than their respective expense limitations
throughout 1999.

In addition, the Manager has agreed to voluntarily waive its management fee to
the extent that expenses of the Select Emerging Markets Fund exceed 2.00% of the
Fund's average daily net assets, except that such waiver shall not exceed the
net amount of management fees earned by the Manager from the Fund after
subtracting fees paid by the Manager to a sub-advisor.

Until further notice, the Select Value Opportunity Fund's management fee rate
has been voluntarily limited to an annual rate of 0.90% of average daily net
assets, and total expenses are limited to 1.25% of average daily net assets.

The declaration of a voluntary management fee or expense limitation in any year
does not bind the Manager to declare future expense limitations with respect to
these Funds. These limitations may be terminated at any time.

(2)These Funds have entered into agreements with brokers whereby brokers rebate
a portion of commissions. These amounts have been treated as reductions of
expenses. After application of the rebate, the total annual fund operating
expense ratios would have been 1.88% for Select Emerging Markets Fund, 1.01% for
Select International Equity Fund, 0.88% for Select Aggressive Growth Fund, 0.98%
for Select Capital Appreciation Fund, 0.88% for Select Value Opportunity Fund,
0.81% for Select Growth Fund, 1.17% for Select Strategic Growth Fund, and 0.73%
for Select Growth and Income Fund.

7
<PAGE>

(3)A portion of the brokerage commissions that the funds paid was used to reduce
fund expenses. In addition, certain funds, or Fidelity Management & Research
Company on behalf of certain funds, have entered into arrangements with their
custodian whereby credits realized as a result of uninvested cash balances were
used to reduce custodian expenses. Including these reductions, total operating
expenses would have been 0.XX% for the Fidelity VIP Equity-Income Portfolio and
0.XX% for the Fidelity VIP Growth Portfolio.

The Underlying Fund information above was provided by the Underlying Funds and
was not independently verified by the Company.

EXPENSE EXAMPLES: The following examples demonstrate the cumulative expenses
which an Owner would pay at 1-year, 3-year, 5-year and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets and assumes that the Underlying Fund expenses
listed above remain the same in each of the 1, 3, 5, and 10-year intervals. As
required by rules of the Securities and Exchange Commission ("SEC"), the
Contract fee is reflected in the examples by a method designed to show the
"average" impact on an investment in the Variable Account. The total Contract
fees collected are divided by the total average net assets attributable to the
Contracts. The resulting percentage is 0.04%, and the amount of the Contract fee
is assumed to be $0.40 in the examples. Because the expenses of the
UnderlyingFunds differ, separate examples are used to illustrate the expenses
incurred by an Owner on an investment in the various Sub-Accounts.

See Appendix F for the expense examples for Select Resource I Contracts.

THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN.

(1)(a) If, at the end of the applicable time period, you surrender your Contract
or annuitize* under any commutable period certain option or a noncommutable
fixed period certain option of less than ten years, you would pay the following
expenses on a $1,000 investment, assuming a 5% annual return on assets, and no
Rider:**

<TABLE>
<CAPTION>
WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund...............................
Select International Equity Fund...........................
T. Rowe Price International Stock Portfolio................
Select Aggressive Growth Fund..............................
Select Capital Appreciation Fund...........................
Select Value Opportunity Fund..............................
Select Growth Fund.........................................
Select Strategic Growth Fund...............................
Fidelity VIP Growth Portfolio..............................
Select Growth and Income Fund..............................
Fidelity VIP Equity-Income Portfolio.......................
Fidelity VIP High Income Portfolio.........................
Select Income Fund.........................................
Money Market Fund..........................................
</TABLE>

8
<PAGE>

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

(2)(a) If, at the end of the applicable time period, you annuitize* under a life
option or a noncommutable fixed 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 a 5% annual return on assets and no
Rider:**

<TABLE>
<CAPTION>
WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund...............................
Select International Equity Fund...........................
T. Rowe Price International Stock Portfolio................
Select Aggressive Growth Fund..............................
Select Capital Appreciation Fund...........................
Select Value Opportunity Fund..............................
Select Growth Fund.........................................
Select Strategic Growth Fund...............................
Fidelity VIP Growth Portfolio..............................
Select Growth and Income Fund..............................
Fidelity VIP Equity-Income Portfolio.......................
Fidelity VIP High Income Portfolio.........................
Select Income Fund.........................................
Money Market Fund..........................................
</TABLE>

9
<PAGE>

(2)(b) If, at the end of the applicable time period, you annuitize* under a life
option or a noncommutable fixed 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 a 5% annual return on assets and
election of a Minimum Guaranteed Annuity Payout (M-GAP) Rider** with a ten-year
waiting period:

*The Contract fee is not deducted after annuitization. A surrender charge is
assessed at the time of annuitization if you elect a noncommutable fixed period
certain option of less than ten years or any commutable period certain option.
No charge is assessed if you elect any life contingency option or a
noncommutable period certain option of ten years or longer.

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

10
<PAGE>
SUMMARY OF CONTRACT FEATURES

WHAT IS THE ALLMERICA SELECT RESOURCE II VARIABLE ANNUITY?

The Allmerica Select Resource II variable annuity contract ("Contract") is an
insurance contract designed to help you, the Owner, accumulate assets for your
retirement or other important financial goals on a tax-deferred basis. The
Contract combines the concept of professional money management with the
attributes of an annuity contract. Features available through the Contract
include:

- a customized investment portfolio;

- experienced professional investment advisers;

- tax deferral on earnings;

- guarantees that can protect your family during the accumulation phase;

- income payments that you can receive for life;

- issue age up to your 90th birthday (as long as the Annuitant is under age
90.)

The Contract has two phases, an accumulation phase and, if you choose to
annuitize, an annuity payout phase. During the accumulation phase, you may
allocate your initial payment and any additional payments you choose to make
among the combination of portfolios of securities ("Underlying Funds") under
your Contract, the Guarantee Period Accounts, and the Fixed Account
(collectively "the accounts.") You select the investment options most
appropriate for your investment needs. As those needs change, you may also
change your allocation without incurring any tax consequences. Your Contract's
Accumulated Value is based on the investment performance of the Funds and any
accumulations in the Guarantee Period and Fixed Accounts. You do not pay taxes
on any earnings under the Contract until you withdraw money. In addition, during
the accumulation phase, your beneficiaries receive certain protections in the
event of the Annuitant's death. See discussion below WHAT HAPPENS UPON DEATH
DURING THE ACCUMULATION PHASE?

I HAVE THE ALLMERICA SELECT RESOURCE I CONTRACT -- ARE THERE ANY DIFFERENCES?

Yes. If your Contract is issued on Form No. A3020-92 ("Allmerica Select Resource
I"), it is basically similar to the Contract described in this Prospectus
("Allmerica Select Resource II") except as specifically indicated in APPENDIX
F -- DIFFERENCES UNDER THE ALLMERICA SELECT RESOURCE I CONTRACT. The form number
is located in the bottom left-hand corner of your Contract pages and may include
some numbers or letters in addition to A3020-92 in order to identify state
variations.

WHAT HAPPENS IN THE ANNUITY PAYOUT PHASE?

During the annuity payout phase, the Annuitant can receive income based on
several annuity payout options. You choose the annuity payout option and the
date for annuity benefit payments to begin. You also decide whether you want
variable annuity benefit payments based on the investment performance of certain
Underlying Funds, fixed-amount annuity benefit payments with payment amounts
guaranteed by the Company, or a combination of fixed-amount and variable annuity
benefit payments. Among the payout options available during the annuity payout
phase are:

- periodic payments for the Annuitant's lifetime;

- periodic payments for the Annuitant's life and the life of another person
selected by you;

- periodic payments for the Annuitant's lifetime with any remaining
guaranteed payments continuing to your beneficiary for 10 years in the
event that the Annuitant dies before the end of ten years;

11
<PAGE>

- periodic payments over a specified number of years (1 to 30) -- under the
fixed version of this option you may reserve the right to convert
remaining payments to a lump-sum payout by electing a "commutable" option.
Variable period certain options are automatically commutable.

An optional Minimum Guaranteed Annuity Payout (M-GAP) Rider is currently
available during the accumulation phase in most jurisdictions for a separate
monthly charge. If elected, the Rider provides the Annuitant a guaranteed
minimum amount of income after the specified waiting period under a life
contingent fixed annuity payout option, subject to certain conditions. On each
Contract anniversary a Minimum Guaranteed Annuity Payout Benefit Base is
determined. The Minimum Guaranteed Annuity Payout Benefit Base (less any
applicable premium taxes) is the value that will be annuitized should you
exercise the Rider. In order to exercise the Rider, a fixed annuitization option
involving a life contingency must be selected. Annuitization under this Rider
will occur at the Company's guaranteed fixed annuity option 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; or

(b) the Accumulated Value on the effective date of the Rider compounded daily at
an effective annual yield of 5% plus gross payments made thereafter
compounded daily at an effective annual yield of 5%, starting on the date
each payment is applied, decreased proportionately to reflect withdrawals;
or

(c) the highest Accumulated Value on any Contract anniversary since the Rider
effective date, as determined after being increased for subsequent payments
and any positive Market Value Adjustment, if applicable, and proportionately
decreased for subsequent withdrawals.

For more details see "M. Optional Minimum Guaranteed Annuity Payout (M-GAP)
Rider" under DESCRIPTION OF THE CONTRACT.

WHO ARE THE KEY PERSONS UNDER THE CONTRACT?

The Contract is between you, (the "Owner"), and us, Allmerica Financial Life
Insurance and Annuity Company (for contracts issued in all jurisdictions except
Hawaii and New York) or First Allmerica Financial Life Insurance Company (for
contracts issued in Hawaii and New York). Each Contract has an Owner (or an
Owner and a Joint Owner, in which case one of the two must be the Annuitant), an
Annuitant and one or more beneficiaries. As Owner, you make payments, choose
investment allocations and select the Annuitant and beneficiary. The Annuitant
is the individual who receives annuity benefit payments under the Contract. The
beneficiary is the person who receives any payment on the death of the Owner or
Annuitant.

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and frequency of your payments are flexible, subject only to a $1,000
minimum for your initial payment and a $50 minimum for any additional payments.
(A lower initial payment amount is permitted for certain qualified plans and
where monthly payments are being forwarded directly from a financial
institution.) In addition, a minimum of $1,000 is always required to establish a
Guarantee Period Account.

WHAT ARE MY INVESTMENT CHOICES?

You may allocate payments among fourteen Sub-Accounts investing in the
Underlying Funds, the Guarantee Period Accounts, and the Fixed Account.

THE FOURTEEN UNDERLYING FUNDS ARE:

- Select Emerging Markets Fund

Managed by Schroder Investment Management North America Inc.

12
<PAGE>
- Select International Equity Fund

Managed by Bank of Ireland Asset Management (U.S.) Limited

- T. Rowe Price International Stock Portfolio

Managed by Rowe Price-Fleming International, Inc.

- Select Aggressive Growth Fund

Managed by Nicholas-Applegate Capital Management, L.P.

- Select Capital Appreciation Fund

Managed by T. Rowe Price Associates, Inc.

- Select Value Opportunity Fund

Managed by Cramer Rosenthal McGlynn, LLC

- Select Growth Fund

Managed by Putnam Investment Management, Inc.

- Select Strategic Growth Fund

Managed by Cambiar Investors, Inc.

- Fidelity VIP Growth Portfolio

Managed by Fidelity Management & Research Company

- Select Growth and Income Fund

Managed by J. P. Morgan Investment Management Inc.

- Fidelity VIP Equity-Income Portfolio

Managed by Fidelity Management & Research Company

- Fidelity VIP High Income Portfolio

Managed by Fidelity Management & Research Company

- Select Income Fund*

Managed by Standish, Ayer & Wood, Inc.

- Money Market Fund

Managed by Allmerica Asset Management, Inc.

Each Underlying Fund operates pursuant to different investment objectives and
this range of investment options enables you to allocate your money among the
Underlying Funds to meet your particular investment needs. For a more detailed
description of the Underlying Funds, see INVESTMENT OBJECTIVES AND POLICIES.

* On or about July 1, 2000, subject to regulatory approval, shares of the Select
Investment Grade Income Fund will be substituted for shares of the Select Income
Fund. Allmerica Asset Management, Inc. will manage the Select Investment Grade
Income Fund.

GUARANTEE PERIOD ACCOUNTS. Assets supporting the guarantees under the Guarantee
Period Accounts are held in the Company's Separate Account GPA, a non-unitized
insulated separate account, except in California where assets are held in the
Company's General Account. Values and benefits calculated on the basis of
Guarantee Period Account allocations, however, are obligations of the Company's
General Account. Amounts allocated to a Guarantee Period Account earn a
Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company may offer up to eight Guarantee Periods ranging from three to ten
years in duration. Once declared, the Guaranteed Interest Rate will not change
during the duration of the Guarantee Period. If amounts allocated to a Guarantee
Period Account are transferred, surrendered or applied to any annuity option at
any time other than the day following the last day of the applicable Guarantee
Period, a Market Value Adjustment will apply

13
<PAGE>

that may increase or decrease the account's value. For more information about
the Guarantee Period Accounts and the Market Value Adjustment, see GUARANTEE
PERIOD ACCOUNTS.

THE GUARANTEE PERIOD ACCOUNTS MAY NOT BE AVAILABLE IN ALL STATES.

FIXED ACCOUNT. The Fixed Account is part of the General Account which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and a minimum rate of interest. Additional excess interest may
be declared periodically at the Company's discretion. Furthermore, the initial
rate in effect on the date an amount is allocated to the Fixed Account is
guaranteed for one year from that date. For more information about the Fixed
Account, see APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.

WHO ARE THE INVESTMENT ADVISERS OF THE UNDERLYING FUNDS AND HOW ARE THEY
SELECTED?

BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a pension consulting firm,
assists the Company in the selection of the Contract's Underlying Funds. In
addition, BARRA RogersCasey assists the Trust in the selection of investment
advisers for the Funds of the Trust. BARRA RogersCasey provides consulting
services to pension plans representing hundreds of billions of dollars in total
assets and, in its consulting capacity, monitors the investment performance of
over 1000 investment advisers. BARRA RogersCasey is wholly-controlled by
BARRA, Inc. As a consultant, BARRA RogersCasey has no decision-making authority
with respect to the Funds, and is not responsible for advice provided by
Allmerica Financial Investment Management Services, Inc. ("Manager") or the
investment advisers.

The Manager, an affiliate of the Company, is the investment manager of the
Trust. The Manager has entered into agreements with investment advisers
("Sub-Advisers") selected by the Manager and the Trustees in consultation with
BARRA RogersCasey. Each Sub-Adviser is selected by using strict objective,
quantitative, and qualitative criteria, with special emphasis on the
Sub-Adviser's record in managing similar portfolios. In consultation with BARRA
RogersCasey, a committee monitors and evaluates the ongoing performance of all
of the Funds. The committee may recommend the replacement of a Sub-Adviser of
one of the Funds of the Trust, or the addition or deletion of any other Funds.
The committee includes members who may be affiliated or unaffiliated with the
Company and the Trust. The Sub-Advisers (other than Allmerica Asset
Management, Inc.) are not affiliated with the Company or the Trust.

Fidelity Management & Research Company ("FMR") is the investment adviser of
Fidelity VIP. FMR is one of America's largest investment management
organizations and has its principal business address at 82 Devonshire Street,
Boston, MA. It is composed of a number of different companies, which provide a
variety of financial services and products. FMR is the original Fidelity
company, founded in 1946. It provides a number of mutual funds and other clients
with investment research and portfolio management services.

Rowe Price-Fleming International, Inc. ("Price-Fleming") is the investment
adviser of T. Rowe Price. Price-Fleming, founded in 1979 as a joint venture
between T. Rowe Price Associates, Inc. and Roger Fleming Holdings, Limited, is
one of the largest no-load international mutual fund asset managers with
approximately $XX billion (as of December 31, 1999) under management in its
offices in Baltimore, London, Tokyo, Hong Kong, Singapore and Buenos Aires.

14
<PAGE>
The following are the investment advisers of the Funds:

<TABLE>
<CAPTION>
FUND INVESTMENT ADVISER
- ---- ------------------
<S> <C>
Select Emerging Markets Fund Schroder Investment Management North America Inc.
Select International Equity Fund Bank of Ireland Asset Management (U.S.) Limited
T. Rowe Price International Stock
Portfolio Rowe Price-Fleming International, Inc.
Select Aggressive Growth Fund Nicholas-Applegate Capital Management, L.P.
Select Capital Appreciation Fund T. Rowe Price Associates, Inc.
Select Value Opportunity Fund Cramer Rosenthal McGlynn, LLC
Select Growth Fund Putnam Investment Management, Inc.
Select Strategic Growth Fund Cambiar Investors, Inc.
Fidelity VIP Growth Portfolio Fidelity Management & Research Company
Select Growth and Income Fund J. P. Morgan Investment Management Inc.
Fidelity VIP Equity-Income Portfolio Fidelity Management & Research Company
Fidelity VIP High Income Portfolio Fidelity Management & Research Company
Select Income Fund Standish, Ayer & Wood, Inc.
Money Market Fund Allmerica Asset Management, Inc.
</TABLE>

CAN I MAKE TRANSFERS AMONG THE ACCOUNTS?

Yes. Prior to the Annuity Date, you may transfer among the Sub-Accounts
investing in the Underlying Funds, the Guarantee Period Accounts, and the Fixed
Account. You will incur no current taxes on transfers while your money remains
in the Contract. The first 12 transfers in a Contract year are guaranteed to be
free of a transfer charge. For each subsequent transfer in a Contract year, the
Company does not currently charge but reserves the right to assess a processing
charge guaranteed never to exceed $25. As of the date of this Prospectus,
transfers may be made to and among all of the available Sub-Accounts. However,
should additional Funds be added to the Contract, the Company reserves the right
to limit the number of Sub-Accounts which may be used during the life of the
Contract. See "D. Transfer Privilege" under DESCRIPTION OF THE CONTRACT.

WHAT IF I NEED MY MONEY BEFORE THE ANNUITY PAYOUT PHASE BEGINS?

You may surrender your Contract or make withdrawals any time before the annuity
payout phase begins. Each calendar year you can take without a surrender charge
the greatest of 100% of cumulative earnings, 10% of the Contract's Accumulated
Value or, if you are both an Owner and the Annuitant, an amount based on your
life expectancy. (Similarly, no surrender charge will apply if an amount is
withdrawn based on the Annuitant's life expectancy and the Owner is a trust or
other nonnatural person.) A 10% federal tax penalty may apply to amounts deemed
to be earnings if you are under age 59 1/2. Additional amounts may be withdrawn
at any time but payments that have not been invested in the Contract for more
than seven years may be subject to a surrender charge. (A Market Value
Adjustment may apply to any withdrawal made from a Guarantee Period Account
prior to the expiration of the Guarantee Period.)

In addition, you may withdraw all or a portion of your money without a surrender
charge if, after the Contract is issued and before age 65, you become disabled.
Also, except in New York and New Jersey where not permitted by state law, you
may withdraw money without a surrender charge if, after the contract is issued,
you are admitted to a medical care facility or diagnosed with a fatal illness.
For details and restrictions, see "Reduction or Elimination of Surrender Charge
and Additional Amounts Credited" under "E. Surrender Charge."

15
<PAGE>
WHAT HAPPENS UPON DEATH DURING THE ACCUMULATION PHASE?

If the Annuitant, Owner or Joint Owner should die before the Annuity Date, a
death benefit will be paid to the beneficiary. Upon the death of the Annuitant
(or an Owner who is also an Annuitant), the death benefit is equal to the
greatest of:

- The Accumulated Value on the Valuation Date that the Company receives
proof of death, increased by any positive Market Value Adjustment;

- Gross payments, with interest compounding daily at an effective annual
yield of 5%, starting on the date each payment was applied and continuing
throughout that payment's entire accumulation phase, (5% compounding not
available in Hawaii and New York), reduced proportionately to reflect
withdrawals; or

- The death benefit that would have been payable on the most recent Contract
anniversary, increased for subsequent payments and decreased
proportionately for subsequent withdrawals.

This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the Accumulated Value (increased by any positive Market Value
Adjustment) or (b) gross payments compounded daily at an effective annual yield
of 5% (except in Hawaii and New York where (b) equals gross payments.) The
higher of (a) or (b) will then be locked in until the second anniversary, at
which time the death benefit will be equal to the greatest of (a) the Contract's
then current Accumulated Value increased by any positive Market Value
Adjustment; (b) gross payments compounded daily at an effective annual yield of
5% (gross payments in Hawaii and New York) or (c) the locked-in value of the
death benefit at the first anniversary. The greatest of (a), (b) or (c) will be
locked in until the next Contract anniversary. This calculation will then be
repeated on each anniversary while the Contract remains in force and prior to
the Annuity Date. As noted above, the values of (b) and (c) will be decreased
proportionately if withdrawals are taken.

At the death of an Owner who is not also the Annuitant during the accumulation
phase, the death benefit will equal the Contract's Accumulated Value on the
Valuation Date that the Company receives proof of death, increased by any
positive Market Value Adjustment.

(If the Annuitant dies after the Annuity Date but before all guaranteed annuity
benefit payments have been made, the remaining payments will be paid to the
beneficiary at least as rapidly as under the annuity option in effect. See "G.
Death Benefit.")

WHAT CHARGES WILL I INCUR UNDER MY CONTRACT?

If the Accumulated Value on a Contract anniversary or upon surrender is less
than $50,000, the Company will deduct a $30 Contract fee from your Contract. The
Contract fee is currently waived for Contracts issued to and maintained by a
trustee of a 401(k) plan.

Should you decide to surrender your Contract, make withdrawals, or receive
payments under certain annuity options, you may be subject to a surrender
charge. If applicable, this charge will be between 1% and 6.5% of payments
withdrawn, based on when the payments were originally made.

A deduction for state and local premium taxes, if any, may be made as described
under "D. Premium Taxes."

The Company will deduct, on a daily basis, an annual Mortality and Expense Risk
Charge and Administrative Expense Charge equal to 1.25% and 0.15%, respectively,
of the average daily net assets invested in each Underlying Fund. The Funds will
incur certain management fees and expenses which are more fully described in
"Other Charges" and in the prospectuses of the Underlying Funds, which accompany
this Prospectus.

16
<PAGE>

Subject to state availability, the Company currently offers an optional Minimum
Guaranteed Annuity Payout (M-GAP) Rider for an additional charge. If you elect
the Rider, a separate monthly charge is deducted from the Contract's Accumulated
Value at the end of each month within which the Rider has been in effect. The
charge is assessed by multiplying the Accumulated Value on the last day of each
month and, if applicable, on the date the Rider is terminated by 1/12th of the
following annual percentage rates:

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

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

CAN I EXAMINE THE CONTRACT?

Yes. Your Contract will be delivered to you after your purchase. If you return
the Contract to the Company within ten days of receipt, the Contract will be
cancelled. (There may be a longer period in certain states; see the "Right to
Examine" provision on the cover of your Contract.) If you cancel the Contract,
you will receive a refund of any amounts allocated to the Fixed and Guarantee
Period Accounts and the Accumulated Value of any amounts allocated to the
Sub-Accounts (plus any fees or charges that may have been deducted.) However, if
state law requires, or if the Contract was issued as an Individual Retirement
Annuity (IRA) you will generally receive a refund of your entire payment. (In
certain states this refund may be the greater of (1) your entire payment or (2)
the amounts allocated to the Fixed and Guarantee Period Accounts plus the
Accumulated Value of amounts in the Sub-Accounts, plus any fees or charges
previously deducted.) See "B. Right to Cancel Individual Retirement Annuity" and
"C. Right to Cancel All Other Contracts" under DESCRIPTION OF THE CONTRACT.

CAN I MAKE FUTURE CHANGES UNDER MY CONTRACT?

You can make several changes after receiving your Contract:

- You may assign your ownership to someone else, except under certain
qualified plans.

- You may change the beneficiary, unless you have designated a beneficiary
irrevocably.

- You may change your allocation of payments.

- You may make transfers of Accumulated Value among your current investments
without any tax consequences.

- You may cancel your Contract within ten days of delivery (or longer if
required by state law).

17
<PAGE>
DESCRIPTION OF THE COMPANIES, THE VARIABLE ACCOUNTS,
THE TRUST, FIDELITY VIP, AND T. ROWE PRICE

THE COMPANIES. Allmerica Financial Life Insurance and Annuity Company
("Allmerica Financial") is a life insurance company organized under the laws of
Delaware in July 1974. Its Principal Office is located at 440 Lincoln Street,
Worcester, MA 01653, telephone 508-855-1000. Allmerica Financial is subject to
the laws of the state of Delaware governing insurance companies and to
regulation by the Commissioner of Insurance of Delaware. In addition, Allmerica
Financial is subject to the insurance laws and regulations of other states and
jurisdictions in which it is licensed to operate. As of December 31, 1999,
Allmerica Financial had over $17 billion in assets and over $26 billion of life
insurance in force.

Effective October 1, 1995, Allmerica Financial changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
Allmerica Financial is a wholly owned subsidiary of First Allmerica Financial
Life Insurance Company which, in turn, is a wholly owned subsidiary of Allmerica
Financial Corporation ("AFC").

First Allmerica Financial Life Insurance Company ("First Allmerica"), organized
under the laws of Massachusetts in 1844, is among the five oldest life insurance
companies in America. As of December 31, 1999, First Allmerica and its
subsidiaries had over $8 billion in combined assets and over $43 billion of life
insurance in force. Effective October 16, 1995, First Allmerica converted from a
mutual life insurance company known as State Mutual Life Assurance Company of
America to a stock life insurance company and adopted its present name. First
Allmerica is a wholly owned subsidiary of AFC. First Allmerica's principal
office ("Principal Office") is located at 440 Lincoln Street, Worcester, MA
01653, telephone 508-855-1000.

First Allmerica is subject to the laws of the Commonwealth of Massachusetts
governing insurance companies and to regulation by the Commissioner of Insurance
of Massachusetts. In addition, First Allmerica is subject to the insurance laws
and regulations of other states and jurisdictions in which it is licensed to
operate.

Both companies are charter members of the Insurance Marketplace Standards
Association ("IMSA"). Companies that belong to IMSA subscribe to a rigorous set
of standards that cover the various aspects of sales and service for
individually sold life insurance and annuities. IMSA members have adopted
policies and procedures that demonstrate a commitment to honesty, fairness and
integrity in all customer contacts involving sales and service of individual
life insurance and annuity products.

ALLMERICA SELECT SEPARATE ACCOUNT. Each Company maintains a separate account
called the Allmerica Select Separate Account (the "Variable Account"). The
Variable Account of Allmerica Financial was authorized by vote of the Board of
Directors of the Company on March 5, 1992 and the Variable Account of First
Allmerica was authorized by vote of the Board of Directors of the Company on
August 20, 1991. Each Variable is registered with the SEC as a unit investment
trust under the Investment Company Act of 1940 ("the 1940 Act"). This
registration does not involve the supervision or management of investment
practices or policies of the Variable Accounts by the SEC.

The Variable Account is a separate investment account of the Company with
fourteen Sub-Accounts. The assets used to fund the variable portions of the
Contract are set aside in Sub-Accounts kept separate from the general assets of
the Company. Each Sub-Account is administered and accounted for as part of the
general business of the Company. The income, capital gains or capital losses of
each Sub-Account, however, are allocated to each Sub-Account, without regard to
any other income, capital gains, or capital losses of the Company. Obligations
under the Contracts are obligations of the Company. Under Delaware and
Massachusetts law, the assets of the Variable Account may not be charged with
any liabilities arising out of any other business of the Company.

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Separate Account and the Sub-Accounts. The Company also
offers other variable annuity contracts investing

18
<PAGE>
in the Variable Account which are not discussed in this Prospectus. In addition,
the Variable Account may invest in other underlying funds which are not
available to the contracts described in this Prospectus.

ALLMERICA INVESTMENT TRUST. Allmerica Investment Trust (the "Trust") is an
open-end, diversified, management investment company registered with the SEC
under the 1940 Act. The Trust was established as a Massachusetts business trust
on October 11, 1984, for the purpose of providing a vehicle for the investment
of assets of various separate accounts established by the Company or other
insurance companies. Ten investment portfolios of the Trust currently are
available under the Contract, each issuing a series of shares: Select Emerging
Markets Fund, Select International Equity Fund, Select Aggressive Growth Fund,
Select Capital Appreciation Fund, Select Value Opportunity Fund, Select Growth
Fund, Select Strategic Growth Fund, Select Growth and Income Fund, Select Income
Fund and the Money Market Fund. The assets of each Fund are held separate from
the assets of the other Funds. Each Fund operates as a separate investment
vehicle and the income or losses of one Fund have no effect on the investment
performance of another Fund. Shares of the Trust are not offered to the general
public but solely to such variable accounts.

Allmerica Financial Investment Management Services, Inc. ("Manager"), a wholly
owned subsidiary of Allmerica Financial, serves as the investment adviser of the
Trust and has entered into sub-advisory agreements with other investment
managers ("Sub-Advisers") who manage the investments of the Funds. See
"Investment Advisory Services to the Trust."

FIDELITY VARIABLE INSURANCE PRODUCTS FUND. Fidelity Variable Insurance Products
Fund ("Fidelity VIP"), managed by Fidelity Management & Research Company
("FMR"), is an open-end, diversified, management investment company organized as
a Massachusetts business trust on November 13, 1981 and registered with the SEC
under the 1940 Act. Three of its investment portfolios are available under the
Contract: Fidelity VIP High Income Portfolio, Fidelity VIP Equity-Income
Portfolio, and Fidelity VIP Growth Portfolio.

Various Fidelity companies perform certain activities required to operate
Fidelity VIP. FMR is one of America's largest investment management
organizations, and has its principal business address at 82 Devonshire Street,
Boston, Massachusetts. It is composed of a number of different companies which
provide a variety of financial services and products. FMR is the original
Fidelity company, founded in 1946. It provides a number of mutual funds and
other clients with investment research and portfolio management services. The
Portfolios of Fidelity VIP as part of their operating expenses pay an investment
management fee to FMR. See "Investment Advisory Services to Fidelity VIP."

T. ROWE PRICE INTERNATIONAL SERIES, INC. T. Rowe Price International Series,
Inc. ("T. Rowe Price"), managed by Rowe Price-Fleming International, Inc.
("Price-Fleming"), is an open-end, diversified, management investment company
organized as a Maryland corporation in 1994 and registered with the SEC under
the 1940 Act. One of its investment portfolios is available under the Contract:
the T. Rowe Price International Stock Portfolio. See "Investment Advisory
Services to T. Rowe Price." One of its affiliates, T. Rowe Price
Associates, Inc., serves as the Sub-Adviser to the Select Capital Appreciation
Fund.

INVESTMENT OBJECTIVES AND POLICIES

A summary of investment objectives of each of the Underlying Funds is set forth
below. MORE DETAILED INFORMATION REGARDING THE INVESTMENT OBJECTIVES,
RESTRICTIONS AND RISKS, EXPENSES PAID BY THE UNDERLYING FUNDS, AND OTHER
RELEVANT INFORMATION REGARDING THE UNDERLYING INVESTMENT COMPANIES, MAY BE FOUND
IN THEIR RESPECTIVE PROSPECTUSES OF THE TRUST, FIDELITY VIP AND T. ROWE PRICE,
WHICH PROSPECTUSES ACCOMPANY THIS PROSPECTUS, AND SHOULD BE READ CAREFULLY
BEFORE INVESTING. Also, the Statements of Additional Information of the
Underlying Funds are available upon request. There can be no assurance that the
investment objectives of the Underlying Funds can be achieved or that the value
of the Contract will equal or exceed the aggregate amount of the purchase
payments made under the Contract.

19
<PAGE>

SELECT EMERGING MARKETS FUND -- seeks long-term growth of capital by investing
in the world's emerging markets. The Sub-Adviser for the Select Emerging Markets
Fund is Schroder Investment Management North America Inc.

SELECT INTERNATIONAL EQUITY FUND -- seeks maximum long-term total return
(capital appreciation and income). The Fund will invest primarily in common
stocks of established non-U.S. companies. The Sub-Adviser for the Select
International Equity Fund is Bank of Ireland Asset Management (U.S.) Limited.

T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO -- seeks long-term growth of capital
through investments primarily in common stocks of established, non-U.S.
companies. The manager of the Portfolio is Rowe Price-Fleming
International, Inc.

SELECT AGGRESSIVE GROWTH FUND -- seeks above-average capital appreciation by
investing primarily in common stocks of companies which are believed to have
significant potential for capital appreciation. The Sub-Adviser for the Select
Aggressive Growth Fund is Nicholas-Applegate Capital Management L.P.

SELECT CAPITAL APPRECIATION FUND -- seeks long-term growth of capital.
Realization of income is not a significant investment consideration and any
income realized on the Fund's investments will be incidental to its primary
objective. The Fund will invest primarily in common stock of industries and
companies which are experiencing favorable demand for their products and
services, and which operate in a favorable competitive environment and
regulatory climate. The Sub-Adviser for the Select Capital Appreciation Fund is
T. Rowe Price Associates, Inc.

SELECT VALUE OPPORTUNITY FUND -- seeks long-term growth of capital by investing
principally in diversified portfolio of common stocks of small and mid-size
companies whose securities at the time of purchase are considered by the
Sub-Adviser to be undervalued. The Sub-Adviser for the Select Value Opportunity
Fund is Cramer Rosenthal McGlynn, LLC.

SELECT GROWTH FUND -- seeks to achieve growth of capital by investing in a
diversified portfolio consisting primarily of common stocks selected on the
basis of their long-term growth potential. The Sub-Adviser for the Select Growth
Fund is Putnam Investment Management, Inc.

SELECT STRATEGIC GROWTH FUND -- seeks long-term growth of capital by investing
primarily in common stocks of established companies. The Sub-Adviser for the
Select Strategic Growth Fund is Cambiar Investors, Inc.

FIDELITY VIP GROWTH PORTFOLIO -- seeks to achieve capital appreciation. The
Portfolio normally purchases common stocks, although its investments are not
restricted to any one type of security. Capital appreciation also may be found
in other types of securities, including bonds and preferred stocks.

SELECT GROWTH AND INCOME FUND -- seeks a combination of long-term growth of
capital and current income. The Fund will invest primarily in dividend-paying
common stocks and securities convertible into common stocks. The Sub-Adviser for
the Select Growth and Income Fund is J. P. Morgan Investment Management Inc.

FIDELITY VIP EQUITY-INCOME PORTFOLIO -- seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these securities,
the Portfolio also will consider the potential for capital appreciation. The
Portfolio's goal is to achieve a yield which exceeds the composite yield on the
securities comprising the S&P 500.

FIDELITY VIP HIGH INCOME PORTFOLIO -- seeks to obtain a high level of current
income by investing primarily in high-yielding, lower-rated fixed-income
securities (commonly referred to as "junk bonds"), while also considering growth
of capital. These securities are often considered to be speculative and involve

20
<PAGE>
greater risk of default or price changes than securities assigned a high quality
rating. For more information about these lower-rated securities, see the
Fidelity VIP prospectus.

SELECT INCOME FUND -- seeks a high level of current income. The Fund will invest
primarily in investment-grade, fixed-income securities. The Sub-Adviser for the
Select Income Fund is Standish, Ayer & Wood, Inc.

MONEY MARKET FUND -- seeks to obtain maximum current income consistent with the
preservation of capital and liquidity. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Money Market Fund.

On or about July 1, 2000, subject to regulatory approval, shares of the Select
Investment Grade Income Fund will be substituted for shares of the Select Income
Fund. The Select Investment Grade Income Fund seeks as high a level of total
return, which includes capital appreciation as well as income, as is consistent
with prudent investment management. Allmerica Asset Management, Inc. is the
Sub-Adviser of the Select Investment Grade Income Fund.

If there is a material change in the investment policy of a Fund, the Owner will
be notified of the change. If the Owner has Accumulated Value allocated to that
Fund, he or she may have the Accumulated Value reallocated without charge to
another Fund or to the Fixed Account, where available, on written request
received by the Company within sixty (60) days of the later of (1) the effective
date of such change in the investment policy, or (2) the receipt of the notice
of the Owner's right to transfer.

INVESTMENT ADVISORY SERVICES

Each Underlying Fund pays a management fee to an investment manager or adviser
for managing and providing services to the Fund; however management fee waivers
and/or reimbursements may be in effect for certain or all of the Underlying
Funds. For specific information regarding the existence and effect of any
waivers/reimbursements see "Annual Underlying Fund Expenses" under the SUMMARY
OF FEES AND EXPENSES section. The prospectuses of the Underlying Funds also
contain information regarding fees for advisory services and should be read in
conjunction with the Prospectus.

INVESTMENT ADVISORY SERVICES TO THE TRUST. The overall responsibility for the
supervision of the affairs of the Trust rests with the trustees. The Trust has
entered into an agreement ("Management Agreement") with Allmerica Financial
Investment Management Services, Inc. ("Manager"), an indirect wholly owned
subsidiary of First Allmerica, to handle the day-to-day affairs of the Trust.
The Manager, subject to review by the trustees, is responsible for the general
management of the Funds of the Trust. The Manager also performs certain
administrative and management services for the Trust, furnishes to the Trust all
necessary office space, facilities and equipment, and pays the compensation, if
any, of officers and trustees affiliated with the Manager.

Other than the expenses specifically assumed by the Manager under the Management
Agreement, all expenses incurred in the operation of the Trust are borne by it,
including fees and expenses associated with the registration and qualification
of the Trust's shares under the Securities Act of 1933 ("the 1933 Act"), other
fees payable to the SEC, independent public accountant, legal and custodian
fees, association membership dues, taxes, interest, insurance premiums,
brokerage commission, fees and expenses of the trustees who are not affiliated
with the Manager, expenses for proxies, prospectuses, reports to shareholders
and other expenses.

21
<PAGE>
For providing its services under the Management Agreement, the Manager will
receive a fee, computed daily at an annual rate based on the average daily net
asset value of each Fund of the Trust as follows:

<TABLE>
<CAPTION>
FUND NET ASSET VALUE RATE
- ---- --------------- ----
<S> <C> <C>
Select Emerging Markets Fund * 1.35%

Select International Equity Fund First $100 1.00%
million
Next $150 million 0.90%
Over $250 million 0.85%

Select Aggressive Growth Fund First $100 1.00%
million
Next $150 million 0.90%
Next $250 million 0.80%
Next $500 million 0.70%
Over $1 billion 0.65%

Select Capital Appreciation Fund First $100 1.00%
million
Next $150 million 0.90%
Next $250 million 0.80%
Next $500 million 0.70%
Over $1 billion 0.65%

Select Value Opportunity Fund First $100 1.00%
million
Next $150 million 0.90%
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%

Select Growth Fund First $250 0.85%
million
Next $250 million 0.80%
Next $250 million 0.75%
Over $750 million 0.70%

Select Strategic Growth Fund * 0.85%

Select Growth and Income Fund First $100 0.75%
million
Next $150 million 0.70%
Over $250 million 0.65%

Select Income Fund First $50 million 0.50%
Next $50 million 0.45%
Over $100 million 0.40%

Money Market Fund First $50 million 0.35%
Next $200 million 0.25%
Over $250 million 0.20%
</TABLE>

* For the Select Emerging Markets Fund and Select Strategic Growth Fund, the
rate applicable to the Manager does not vary according to the level of assets in
the Fund.

Under the management agreement with the Trust, the Manager has entered into
agreements with investment advisers ("Sub-Advisers") selected by the Manager and
Trustees in consultation with BARRA RogersCasey, Inc. ("BARRA RogersCasey"), a
pension consulting firm. The cost of such consultation services is borne by the
Manager. BARRA RogersCasey provides consulting services to pension plans
representing hundreds of billions of dollars in total assets and, in its
consulting capacity, monitors the investment performance of over 1000 investment
advisers. BARRA RogersCasey is wholly-controlled by

22
<PAGE>
BARRA, Inc. As a consultant, BARRA RogersCasey has no decision-making authority
with respect to the Funds, and is not responsible for any advice provided by the
Manager or the Sub-Advisers.

Each independent Sub-Adviser is selected by using strict objective,
quantitative, and qualitative criteria, with special emphasis on the
Sub-Adviser's record in managing similar portfolios. In consultation with BARRA
RogersCasey, a committee monitors and evaluates the ongoing performance of all
of the Funds. The committee may recommend the replacement of a Sub-Adviser of
one of the Funds of the Trust, or the addition or deletion of any of the other
Funds. The committee includes members who may be affiliated or unaffiliated with
the Company and the Trust. The Sub-Advisers (other than Allmerica Asset
Management, Inc.) are not affiliated with the Company or the Trust. Under each
Sub-Adviser agreement, the Sub-Adviser is authorized to engage in portfolio
transactions on behalf of the Fund, subject to the Trustees' instructions. The
terms of a Sub-Adviser agreement cannot be materially changed without the
approval of a majority in interest of the shareholders of the Fund.

INVESTMENT ADVISORY SERVICES TO FIDELITY VIP. For managing investments and
business affairs, each Portfolio pays a monthly management fee to Fidelity
Management & Research Company ("FMR"). The fee for each fund is calculated by
adding a group fee rate to an individual fund fee rate, multiplying the result
by the fund's monthly average net assets, and dividing by twelve.

The Fidelity VIP High Income Portfolio's annual fee rate is made up of the sum
of two components:

1. A group fee rate based on the average net assets of all the mutual funds
advised by FMR. On an annual basis, this rate cannot rise above 0.37%, and
will drop as the total assets under management increase.

2. An individual fund fee rate of 0.45% for the Fidelity VIP High Income
Portfolio.

Both Fidelity VIP Growth and Fidelity VIP Equity-Income Portfolios' annual fee
rates are made up of two components:

1. A group fee rate based on the average net assets of all the mutual funds
advised by FMR. On an annual basis, this rate cannot rise above 0.52%, and
will drop as the total assets under management increase.

2. An individual fund fee rate of 0.30% for the Fidelity VIP Growth Portfolio
and 0.20% for the Fidelity VIP Equity-Income Portfolio.

Thus, the Fidelity VIP High Income Portfolio may have a fee as high as 0.82% of
its average net assets. The Fidelity VIP Growth Portfolio may have a fee of as
high as 0.82% of its average net assets. The Fidelity VIP Equity-Income
Portfolio may have a fee as high as 0.72% of its average net assets.

INVESTMENT ADVISORY SERVICES TO T. ROWE PRICE. To cover investment management
and operating expenses, the T. Rowe Price International Stock Portfolio pays
Rowe Price-Fleming International, Inc. a single, all-inclusive fee of 1.05% of
its average daily net assets.

PERFORMANCE INFORMATION

The Contract was first offered to the public by Allmerica Financial Life
Insurance and Annuity Company in 1996 and by First Allmerica Financial Life
Insurance Company in 1997. The Company, however, may advertise "total return"
and "average annual total return" performance information based on (1) the
periods that the Sub-Accounts have been in existence and (2) the periods that
the Underlying Funds have been in existence. Performance results in Tables 1A
and 2A are calculated with all charges assumed to be those applicable to the
Contract, the Sub-Accounts and the Underlying Funds and also assume that the
Contract is surrendered at the end of the applicable period. Performance results
in Tables 1B and 2B do not include the Contract fee and assume that the Contract
is not surrendered at the end of the applicable period. Both the total return
and yield figures are based on historical earnings and are not intended to
indicate future performance.

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The total return of a Sub-Account refers to the total of the income generated by
an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage.

The average annual total return represents the average annual percentage change
in the value of an investment in the Sub-Account over a given period of time. It
represents averaged figures as opposed to the actual performance of a
Sub-Account, which will vary from year to year.

The yield of the Sub-Account investing in the Money Market Fund refers to the
income generated by an investment in the Sub-Account over a seven-day period
(which period will be specified in the advertisement). This income is then
"annualized" by assuming that the income generated in the specific week is
generated over a 52-week period. This annualized yield is shown as a percentage
of the investment. The "effective yield" calculation is similar but, when
annualized, the income earned by an investment in the Sub-Account is assumed to
be reinvested. Thus the effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

The yield of a Sub-Account investing in any Underlying Fund other than the Money
Market Fund refers to the annualized income generated by an investment in the
Sub-Account over a specified 30-day or one-month period. The yield is calculated
by assuming that the income generated by the investment during that 30-day or
one-month period is generated each period over a 12-month period and is shown as
a percentage of the investment.

Quotations of average annual total return as shown in Table 1A are calculated in
the manner prescribed by the SEC and show the percentage rate of return of a
hypothetical initial investment of $1,000 for the most recent one, five and ten
year period or for a period covering the time the Sub-Account has been in
existence, if less than the prescribed periods. The calculation is adjusted to
reflect the deduction of the annual Sub-Account asset charge of 1.40%, the $30
annual Contract fee, the Underlying Fund charges and the surrender charge which
would be assessed if the investment were completely withdrawn at the end of the
specified period. The calculation is not adjusted to reflect the deduction of a
Minimum Guaranteed Annuity Payout (M-GAP) Rider charge. Quotations of
supplemental average total returns, as shown in Table 1B, are calculated in
exactly the same manner and for the same periods of time except that they do not
reflect the Contract fee and assume that the Contract is not surrendered at the
end of the periods shown.

The performance shown in Tables 2A and 2B of Appendix B and C is calculated in
exactly the same manner as that in Tables 1A and 1B of Appendix B and C
respectively; however, the period of time is based on the Underlying Fund's
lifetime, which may predate the Sub-Account's inception date. These performance
calculations are based on the assumption that the Sub-Account corresponding to
the applicable Underlying Fund was actually in existence throughout the stated
period and that the contractual charges and expenses during that period were
equal to those currently assessed under the Contract.

Performance Tables for Contracts issued by Allmerica Financial Life Insurance
and Annuity Company can be found in Appendix B. Performance Tables for Contracts
issued by First Allmerica Financial Life Insurance Company can be found in
Appendix C. For more detailed information about these performance calculations,
including actual formulas, see the SAI.

PERFORMANCE INFORMATION FOR ANY SUB-ACCOUNT REFLECTS ONLY THE PERFORMANCE OF A
HYPOTHETICAL INVESTMENT IN THE SUB-ACCOUNT DURING THE TIME PERIOD ON WHICH THE
CALCULATIONS ARE BASED. PERFORMANCE INFORMATION SHOULD BE CONSIDERED IN LIGHT OF
THE INVESTMENT OBJECTIVES AND POLICIES AND RISK CHARACTERISTICS OF THE
UNDERLYING FUND IN WHICH THE SUB-ACCOUNT INVESTS AND THE MARKET CONDITIONS
DURING THE GIVEN TIME PERIOD, AND SHOULD NOT BE CONSIDERED AS A REPRESENTATION
OF WHAT MAY BE ACHIEVED IN THE FUTURE.

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Performance information for a Sub-Account may be compared, in reports and
promotional literature, to: (1) the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman
Aggregate Bond Index or other unmanaged indices so that investors may compare
the Sub-Account results with those of a group of unmanaged securities widely
regarded by investors as representative of the securities markets in general;
(2) other groups of variable annuity separate accounts or other investment
products tracked by Lipper, Inc., a widely used independent research firm which
ranks mutual funds and other investment products by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons, who rank such investment products on overall
performance or other criteria; or (3) the Consumer Price Index (a measure for
inflation) to assess the real rate of return from an investment in the
Sub-Account. Unmanaged indices may assume the reinvestment of dividends but
generally do not reflect deductions for administrative and management costs and
expenses. In addition, relevant broad-based indices and performance from
independent sources may be used to illustrate the performance of certain
Contract features.

At times, the Company may also advertise the ratings and other information
assigned to it by independent rating organizations such as A.M. Best Company
("A.M. Best"), Moody's Investors Service ("Moody's"), Standard & Poor's
Insurance Rating Services ("S&P") and Duff & Phelps. A.M. Best's and Moody's
ratings reflect their current opinion of the Company's relative financial
strength and operating performance in comparison to the norms of the life/health
insurance industry. S&P's and Duff & Phelps' ratings measure the ability of an
insurance company to meet its obligations under insurance policies it issues and
do not measure the ability of such companies to meet other non-policy
obligations. The ratings also do not relate to the performance of the Underlying
Funds.

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<PAGE>
DESCRIPTION OF THE CONTRACT

A. PAYMENTS

The Company issues a Contract when its underwriting requirements, which include
receipt of the initial payment and allocation instructions by the Company at its
Principal Office, are met. These requirements also may include the proper
completion of an application; however, where permitted, the Company may issue a
Contract without completion of an application and/or signature for certain
classes of Contracts.

Payments are to be made payable to the Company. A net payment is equal to the
payment received less the amount of any applicable premium tax. The initial net
payment is credited to the Contract and allocated among the requested accounts
as of the date that all issue requirements are properly met. If all issue
requirements are not completed within five business days of the Company's
receipt of the initial payment, the payment will be returned immediately unless
the applicant authorizes the Company to retain it pending completion of all
issue requirements. Subsequent payments will be credited as of the Valuation
Date received at the Principal Office, on the basis of accumulation unit value
next determined after receipt.

Payments may be made to the Contract at any time prior to the Annuity Date, or
prior to payment of the death benefit, subject to certain minimums:

- Currently, the initial payment must be at least $1,000.

- Under a salary deduction or monthly automatic payment plan, the minimum
initial payment is $50.

- Each subsequent payment must be at least $50.

- Where the contribution on behalf of an employee under an
employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Contract on the employee if the plan's
average annual contribution per eligible plan participant is at least
$600.

- The minimum allocation to a Guarantee Period Account is $1,000. If less
than $1,000 is allocated to a Guarantee Period Account, the Company
reserves the right to apply that amount to the Money Market Fund of the
Trust.

Generally, unless otherwise requested, all payments will be allocated among the
accounts in the same proportion that the initial net payment is allocated or, if
subsequently changed, according to the most recent allocation instructions. The
Owner may change allocation instructions for new payments pursuant to a written
or telephone request. If the Owner elects telephone requests, a properly
completed authorization must be on file before telephone requests will be
honored. The policy of the Company and its agents and affiliates is that they
will not be responsible for losses resulting from acting upon telephone requests
reasonably believed to be genuine. The Company will employ reasonable procedures
to confirm that instructions communicated by telephone are genuine; otherwise,
the Company may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures the Company follows for transactions initiated by
telephone may include requirements that callers on behalf of an Owner identify
themselves by name and identify the Annuitant by name, date of birth and social
security number or PIN number. All transfer instructions by telephone are tape
recorded.

B. RIGHT TO CANCEL INDIVIDUAL RETIREMENT ANNUITY

An individual purchasing a Contract intended to qualify as an IRA may cancel the
Contract at any time within ten days after receipt of the Contract and receive a
refund. In order to cancel the Contract, the Owner must mail or deliver the
Contract to the agent through whom the Contract was purchased, to the Principal
Office of

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<PAGE>
the Company at 440 Lincoln Street, Worcester, MA 01653, or to an authorized
representative. Mailing or delivery must occur within ten days after receipt of
the Contract for cancellation to be effective.

Within seven days the Company will provide a refund equal to the gross
payment(s) received. In some states, however, the refund may equal the greater
of (a) gross payments or (b) any amounts allocated to the Fixed and the
Guarantee Period Accounts plus the Accumulated Value of amounts allocated to the
Variable Account plus any amounts deducted under the Contract or by the Funds
for taxes, charges or fees. At the time the Contract is issued, the "Right to
Examine" provision on the cover of the Contract will specifically indicate
whether the refund will be equal to gross payments or equal to the greater of
(a) or (b) as set forth above.

The liability of the Variable Account under this provision is limited to the
Owner's Accumulated Value in the Sub-Accounts on the date of cancellation. Any
additional amounts refunded to the Owner will be paid by the Company.

C. RIGHT TO CANCEL ALL OTHER CONTRACTS

An Owner may cancel the Contract at any time within ten days after receipt of
the Contract (or longer if required by state law) and receive a refund. In most
states the Company will pay the Owner an amount equal to the sum of (1) the
difference between the payment received, including fees, and any amount
allocated to the Variable Account, and (2) the Accumulated Value of amounts
allocated to the Variable Account as of the date the request is received. If the
Contract was purchased as an IRA or issued in a state that requires a full
refund of the initial payment(s), the IRA cancellation right described above
will be used. At the time the Contract is issued, the "Right to Examine"
provision on the cover of the Contract will specifically indicate what the
refund will be and the time period allowed to exercise the right to cancel.

In order to comply with New York regulations concerning the purchase of a new
annuity contract to replace an existing life or annuity contract (a
"replacement"), an Owner who purchases the Contract in New York as a replacement
may cancel within 60 days after receipt. In order to cancel the Contract, the
Owner must mail or deliver it to the Company's Principal Office or to one of its
authorized representatives. The Company will refund an amount equal to the
Surrender Value plus all fees and charges and the Contract will be void from the
beginning.

D. TRANSFER PRIVILEGE

At any time prior to the Annuity Date, the Owner may transfer amounts among
accounts upon written or telephone request to the Company. As of the date of
this Prospectus, transfers may be made to and among all of the available
Sub-Accounts. However, should additional funds be added to the Contract, the
Company reserves the right to limit the number of Sub-Accounts which may be used
during the life of the Contract. As discussed in "A. Payments" above, a properly
completed authorization form must be on file before telephone requests will be
honored. Transfer values will be based on the Accumulated Value next computed
after receipt of the transfer request.

Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to the Money Market Fund. Transfers from a Guarantee
Period Account prior to the expiration of the Guarantee Period will be subject
to a Market Value Adjustment.

The first 12 transfers in a Contract year are guaranteed to be free of any
transfer charge. The Company does not currently charge for additional transfers
but reserves the right to assess a charge, guaranteed never to exceed $25, to
reimburse it for the expense of processing these additional transfers. If you
authorize periodic transfers under an Automatic Transfer option (Dollar Cost
Averaging), an Automatic Account Rebalancing option or an Asset Allocation Model
Reallocation option, the first automatic transfer or rebalancing under a request
counts as one transfer for purposes of the 12 transfers guaranteed to be free of
a transfer charge in each

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<PAGE>

Contract year. Each subsequent transfer or rebalancing under that request is
without charge and does not reduce the remaining number of transfers which may
be made free of charge in that Contract year.

Under the proposed substitution, during the period February 9, 2000 until the
date the Select Income Fund is replaced by the Select Investment Grade Income
Fund, an Owner with value in the Sub-Account investing in the Select Income Fund
may make one transfer of all amounts in that Sub-Account to and among any of the
other Sub-Accounts, the Fixed Account and/or the Guarantee Period Account
(subject to the $1,000 minimum for the GPA Account.) This transfer will be free
of any transfer charge and will not count as one of the twelve transfers
guaranteed to be free of the transfer charge in each Contract year. In addition,
on the date the proposed substitution is completed, an Owner that has amounts
invested in the Select Investment Grade Income Fund as a result of the
substitution will have a period of 60 days following the substitution to make
one transfer of all amounts allocated to the Sub-Account investing in the Select
Investment Grade Income Fund to any one or more of the investment options
available under the Contract (subject to the minimum investment requirement of
the Guarantee Period Accounts.) This transfer of all value out of the Select
Investment Grade Income Fund will be free of any transfer charge and will not
count as one of the twelve transfers guaranteed to be free of the transfer
charge in that Contract year. All Owners with value in the affected Sub-Account
on the date the substitution is made will receive written notice.

THE TERMS AND CONDITIONS OF THE PROPOSED SUBSTITUTION MAY BE SUBJECT TO CHANGE.
IN PARTICULAR, THE TERMS AND CONDITIONS OF ANY SEC EXEMPTION ORDER, IF AND WHEN
GRANTED, MAY REQUIRE CHANGES IN THE PROPOSED SUBSTITUTION.

ASSET ALLOCATION MODEL REALLOCATIONS. If an Owner elects to follow an asset
allocation strategy, the Owner may preauthorize transfers in accordance with the
chosen strategy. The Company may provide administrative or other support
services to independent third parties who provide recommendations as to such
allocation strategies. However, the Company does not engage any third parties to
offer investment allocation services of any type under this Contract, does not
endorse or review any investment allocation recommendations made by such third
parties and is not responsible for the investment allocations and transfers
transacted on the Owner's behalf. The Company does not charge for providing
additional asset allocation support services. Additional information concerning
asset allocation programs for which the Company is currently providing support
services may be obtained from a registered representative or the Company.

AUTOMATIC TRANSFERS (DOLLAR COST AVERAGING) AND AUTOMATIC ACCOUNT REBALANCING
OPTIONS. The Owner may elect automatic transfers of a predetermined dollar
amount, not less than $100, on a periodic basis (monthly, bi-monthly, quarterly,
semi-annually or annually) from either the Fixed Account, the Sub-Account
investing in the Money Market Fund or the Sub-Account investing in the Select
Income Fund (the "source accounts.") Automatic transfers may not be made into
the Fixed Account, the Guarantee Period Accounts or, if applicable, the Fund
being used as the source account. If an automatic transfer would reduce the
balance in the source account to less than $100, the entire balance will be
transferred proportionately to the chosen Funds. Automatic transfers will
continue until the amount in the source account on a transfer date is zero or
the Owner's request to terminate the option is received by the Company. If
additional amounts are allocated to the source account after its balance has
fallen to zero, this option will not restart automatically and the Owner must
provide a new request to the Company.

To the extent permitted by law, the Company reserves the right, from time to
time, to credit an enhanced interest rate to certain initial and/or subsequent
payments deposited into the Fixed Account and utilizing the Fixed Account as the
source account from which to process automatic transfers. For more information
see "Enhanced Automatic Transfer (Dollar Cost Averaging) Program" in the SAI.

The Owner may request automatic rebalancing of Sub-Account allocations on a
monthly, quarterly, semi-annual or annual basis in accordance with percentage
allocations specified by the Owner. As frequently as specified by the Owner, the
Company will review the percentage allocations in the Funds and, if necessary,
transfer amounts to ensure conformity with the designated percentage allocation
mix. If the amount necessary

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<PAGE>
to re-establish the mix on any scheduled date is less than $100, no transfer
will be made. Automatic Account Rebalancing will continue until the Owner's
request to terminate or change the option is received by the Company. As such,
subsequent payments allocated in a manner different from the percentage
allocation mix in effect on the date the payment is received will be reallocated
in accordance with the existing mix on the next scheduled date unless the
Owner's timely request to change the mix or terminate the option is received by
the Company.

The Company reserves the right to limit the number of Sub-Accounts that may be
used for automatic transfers and rebalancing, and to discontinue either option
upon advance written notice. Currently, Dollar Cost Averaging and Automatic
Account Rebalancing may not be in effect simultaneously. Either option may be
elected at no additional charge when the Contract is purchased or at a later
date.

E. SURRENDER

At any time prior to the Annuity Date, an Owner may surrender the Contract and
receive its Surrender Value, less any tax withholding. The Owner must return the
Contract and a signed, written request for surrender, satisfactory to the
Company, to the Principal Office. The Surrender Value will be calculated based
on the Contract's Accumulated Value as of the Valuation Date on which the
request and the Contract are received at the Principal Office.

Before the Annuity Date, a surrender charge may be deducted when a Contract is
surrendered if payments have been credited to the Contract during the last seven
full Contract years. See CHARGES AND DEDUCTIONS. The Contract fee will be
deducted upon surrender of the Contract.

After the Annuity Date, only Contracts annuitized under a commutable period
certain option may be surrendered. The amount payable is the commuted value of
any unpaid installments, computed on the basis of the assumed interest rate
incorporated in such annuity benefit payments. No surrender charge is imposed
after the Annuity Date.

Any amount surrendered is normally payable within seven days following the
Company's receipt of the surrender request. The Company reserves the right to
defer surrenders and withdrawals of amounts in each Sub-Account in any period
during which (1) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays, (2) the SEC has by order permitted such suspension, or (3) an
emergency, as determined by the SEC, exists such that disposal of portfolio
securities or valuation of assets of a separate account is not reasonably
practicable.

The Company reserves the right to defer surrenders and withdrawals of amounts
allocated to the Company's Fixed Account and Guarantee Period Accounts for a
period not to exceed six months.

The surrender rights of Owners who are participants under Section 403(b) plans
or who are participants in the Texas Optional Retirement Program (Texas ORP) are
restricted; see "Tax Sheltered Annuities" and "Texas Optional Retirement
Program."

For important tax consequences which may result from surrender, see FEDERAL TAX
CONSIDERATIONS.

F. WITHDRAWALS

At any time prior to the Annuity Date, an Owner may withdraw a portion of the
Accumulated Value of his or her Contract, subject to the limits stated below.
The Owner must submit to the Principal Office a signed, written request for
withdrawal, satisfactory to the Company. The written request must indicate the
dollar amount the Owner wishes to receive and the accounts from which such
amount is to be withdrawn. The amount withdrawn equals the amount requested by
the Owner plus any applicable surrender charge, as described under CHARGES AND
DEDUCTIONS. In addition, amounts withdrawn from a Guarantee Period

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<PAGE>
Account prior to the end of the applicable Guarantee Period will be subject to a
Market Value Adjustment, as described under GUARANTEE PERIOD ACCOUNTS.

Where allocations have been made to more than one account, a percentage of the
withdrawal may be allocated to each such account. A withdrawal from a
Sub-Account will result in cancellation of a number of units equivalent in value
to the amount withdrawn, computed as of the Valuation Date that the request is
received at the Principal Office.

Each withdrawal must be in a minimum amount of $100. Except in New York where no
specific balance is required, no withdrawal will be permitted if the Accumulated
Value remaining under the Contract would be reduced to less than $1,000.
Withdrawals will be paid in accordance with the time limitations described under
"E. Surrender."

For important restrictions on withdrawals which are applicable to Owners who are
participants under Section 403(b) plans or under the Texas ORP, see FEDERAL TAX
CONSIDERATIONS, "Tax Sheltered Annuities" and "Texas Optional Retirement
Program."

For important tax consequences which may result from withdrawals, see FEDERAL
TAX CONSIDERATIONS.

SYSTEMATIC WITHDRAWALS. The Owner may elect an automatic schedule of
withdrawals (systematic withdrawals) from amounts in the Sub-Accounts and/or the
Fixed Account on a monthly, bi-monthly, quarterly, semi-annual or annual basis.
Systematic withdrawals from Guarantee Period Accounts are not available. The
minimum amount of each automatic withdrawal is $100, and will be subject to any
applicable withdrawal charges. The Owner may elect, by written request, a
specific dollar amount and the percentage of this amount to be taken from each
designated Sub-Account and/or the Fixed Account, or the Owner may elect to
withdraw a specific percentage of the Accumulated Value calculated as of the
withdrawal dates, and may designate the percentage of this amount which should
be taken from each account. The first withdrawal will take place on the date the
written request is received at the Principal Office or, if later, on a date
specified by the Owner.

If a withdrawal would cause the remaining Accumulated Value to be less than
$1,000, systematic withdrawals may be discontinued. Systematic withdrawals will
cease automatically on the Annuity Date. The Owner may change or terminate
systematic withdrawals only by written request to the Principal Office.

LIFE EXPECTANCY DISTRIBUTIONS. Prior to the Annuity Date, an Owner who also is
the Annuitant may elect to make a series of systematic withdrawals from the
Contract according to the Company's life expectancy distribution ("LED") option
by returning a properly signed LED request form to the Principal Office.

The Owner may elect monthly, bi-monthly, quarterly, semi-annual, or annual LED
distributions, and may terminate the LED option at any time. Under contracts
issued in Hawaii and New York, the LED option will terminate automatically on
the maximum Annuity Date permitted under the Contract, at which time an Annuity
Option must be selected.

If an Owner elects the Company's LED option, in each calendar year a fraction of
the Accumulated Value is withdrawn without a surrender charge based on the
Owner's then life expectancy (or the joint life expectancy of the Owner and a
beneficiary.) The numerator of the fraction is 1 (one) and the denominator of
the fraction is the remaining life expectancy of the Owner, as determined
annually by the Company. The resulting fraction, expressed as a percentage, is
applied to the Accumulated Value at the beginning of the year to determine the
amount to be distributed during the year. Under the Company's LED option, the
amount withdrawn from the Contract changes each year, because life expectancy
changes each year that a person lives. For example, actuarial tables indicate
that a person age 70 has a life expectancy of 16 years, but a person who attains
age 86 has a life expectancy of another 6.5 years. Where the Owner is a trust or
other nonnatural person, the Owner may elect the LED option based on the
Annuitant's life expectancy.

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(Note: this option may not produce annual distributions that meet the definition
of "substantially equal periodic payments" as defined under Code Section 72(t).
As such, the withdrawals may be treated by the Internal Revenue Service (IRS) as
premature distributions from the Contract and may be subject to a 10% federal
tax penalty. Owners seeking distributions over their life under this definition
should consult their tax advisor. For more information, see FEDERAL TAX
CONSIDERATIONS, "B. Taxation of the Contracts in General." In addition, if the
amount necessary to meet the substantially equal periodic payment definition is
greater than the Company's LED amount, a surrender charge may apply to the
amount in excess of the LED amount.)

The Company may discontinue or change the LED option at any time, but not with
respect to an election of the option made prior to the date of any change in the
LED option.

G. DEATH BENEFIT

In the event that the Annuitant, Owner or Joint Owner, if applicable, dies while
the Contract is in force, the Company will pay the beneficiary a death benefit,
except where the Contract is continued as provided below in "H. The Spouse of
the Owner as Beneficiary." The amount of the death benefit and the time
requirements for receipt of payment may vary depending upon whether the
Annuitant or an Owner dies first, and whether death occurs prior to or after the
Annuity Date.

DEATH OF THE ANNUITANT PRIOR TO THE ANNUITY DATE. At the death of the Annuitant
(including an Owner who is also the Annuitant), the death benefit is equal to
the greatest of (a) the Accumulated Value under the Contract on the Valuation
Date that the Company receives proof of death, increased by any positive Market
Value Adjustment; (b) gross payments compounded daily at an effective annual
yield of 5% starting on the date each payment is applied and continuing
throughout that payment's entire accumulation phase, decreased proportionately
to reflect withdrawals (except in Hawaii and New York where (b) equals gross
payments decreased proportionately by withdrawals) or (c) the death benefit that
would have been payable on the most recent contract anniversary, increased for
subsequent payments and decreased proportionately for subsequent withdrawals.
For each withdrawal under under (b) or (c), the proportionate reduction is
calculated as the death benefit under this option immediately prior to the
withdrawal multiplied by the withdrawal amount and divided by the Accumulated
Value immediately prior to the withdrawal.

This guaranteed death benefit works in the following way assuming no withdrawals
are made. On the first anniversary, the death benefit will be equal to the
greater of (a) the Accumulated Value (increased by any positive Market Value
Adjustment) or (b) gross payments compounded daily at an effective annual yield
of 5% (except in Hawaii and New York where (b) equals gross payments). The
higher of (a) or (b) will then be locked in until the second anniversary, at
which time the death benefit will be equal to the greatest of (a) the Contract's
then current Accumulated Value increased by any positive Market Value
Adjustment; (b) gross payments compounded daily at an effective annual yield of
5% (gross payments in Hawaii and New York) or (c) the locked-in value of the
death benefit at the first anniversary. The greatest of (a), (b) or (c) will be
locked in until the next Contract anniversary. This calculation will then be
repeated on each anniversary while the Contract remains in force and prior to
the Annuity Date. As noted above, the values of (b) and (c) will be decreased
proportionately if withdrawals are taken. See APPENDIX E -- THE DEATH BENEFIT
for specific examples of death benefit calculations.

DEATH OF AN OWNER WHO IS NOT ALSO THE ANNUITANT PRIOR TO THE ANNUITY DATE. If
an Owner who is not also the Annuitant dies before the Annuity Date, the death
benefit will be the Accumulated Value increased by any positive Market Value
Adjustment. The death benefit never will be reduced by a negative Market Value
Adjustment.

PAYMENT OF THE DEATH BENEFIT PRIOR TO THE ANNUITY DATE. The death benefit
generally will be paid to the beneficiary in one sum within seven business days
of the receipt of due proof of death at the Principal Office

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unless the Owner has specified a death benefit annuity option. Instead of
payment in one sum, the beneficiary may, by written request, elect to:

(1) defer distribution of the death benefit for a period no more than five
years from the date of death; or

(2) receive distributions over the life of the beneficiary or for a period
certain not extending beyond the beneficiary's life expectancy, with
payments beginning one year from the date of death.

If distribution of the death benefit is deferred under (1) or (2), any value in
the Guarantee Period Accounts will be transferred to the Sub-Account investing
in the Money Market Fund. The excess, if any, of the death benefit over the
Accumulated Value also will be added to the Money Market Fund. The beneficiary
may, by written request, effect transfers and withdrawals during the deferral
period and prior to annuitization under (2), but may not make additional
payments. The death benefit will reflect any earnings or losses experienced
during the deferral period. If there are multiple beneficiaries, the consent of
all is required.

With respect to the death benefit, the Accumulated Value under the Contract will
be based on the unit values next computed after due proof of the death has been
received.

DEATH OF THE ANNUITANT ON OR AFTER THE ANNUITY DATE. If the Annuitant's death
occurs on or after the Annuity Date but before completion of all guaranteed
annuity benefit payments, any unpaid amounts or installments will be paid to the
beneficiary. The Company must pay out the remaining payments at least as rapidly
as under the payment option in effect on the date of the Annuitant's death.

H. THE SPOUSE OF THE OWNER AS BENEFICIARY

The Owner's spouse, if named as the sole beneficiary, may by written request
continue the Contract in lieu of receiving payment of the death benefit. Upon
such election, the spouse will become the Owner and Annuitant subject to the
following: (1) any value in the Guarantee Period Accounts will be transferred to
the Money Market Fund; (2) the excess, if any, of the death benefit over the
Contract's Accumulated Value also will be added to the Money Market Fund. The
resulting value will never be subject to a surrender charge when withdrawn. The
new Owner may also make additional payments; however, a surrender charge will
apply to these amounts if they are withdrawn before they have been invested in
the Contract for at least seven years. All other rights and benefits provided in
the Contract will continue, except that any subsequent spouse of such new Owner
will not be entitled to continue the Contract when the new Owner's dies.

I. ASSIGNMENT

The Contract, other than one sold in connection with certain qualified plans,
may be assigned by the Owner at any time prior to the Annuity Date and while the
Annuitant is alive (see FEDERAL TAX CONSIDERATIONS). The Company will not be
deemed to have knowledge of an assignment unless it is made in writing and filed
at the Principal Office. The Company will not assume responsibility for
determining the validity of any assignment. If an assignment of the Contract is
in effect on the Annuity Date, the Company reserves the right to pay to the
assignee, in one sum, that portion of the Surrender Value of the Contract to
which the assignee appears to be entitled. The Company will pay the balance, if
any, in one sum to the Owner in full settlement of all liability under the
Contract. The interest of the Owner and of any beneficiary will be subject to
any assignment.

J. ELECTING THE FORM OF ANNUITY AND THE ANNUITY DATE

The Owner selects the Annuity Date. To the extent permitted by law, the Annuity
Date may be the first day of any month (1) before the Annuitant's 85th birthday,
if the Annuitant's age on the issue date of the Contract is 75 or under; or
(2) within ten years from the issue date of the Contract and before the
Annuitant's 90th birthday, if the Annuitant's age on the issue date is between
76 and 90. The Owner may elect to change the Annuity Date by sending a request
to the Principal Office at least one month before the Annuity Date. The

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new Annuity Date must be the first day of any month occurring before the
Annuitant's 90th birthday, and must be within the life expectancy of the
Annuitant. The Company shall determine such life expectancy at the time a change
in Annuity Date is requested. In no event will the latest possible annuitization
age exceed 90. The Internal Revenue Code ("the Code") and the terms of qualified
plans impose limitations on the age at which annuity benefit payments may
commence and the type of annuity option selected. See FEDERAL TAX CONSIDERATIONS
for further information.

Subject to certain restrictions described below, the Owner has the right (1) to
select the annuity option under which annuity benefit payments are to be made,
and (2) to determine whether payments are to be made on a fixed basis, a
variable basis, or a combination fixed and variable basis. Certain annuity
options may be commutable or noncommutable. A commutable option provides the
Owner with the right to request a lump sum payment of any remaining balance
after annuity payments have commenced. Under a noncommutable option, the Owner
may not request a lump sum payment. See "Annuity Benefit Payments" in the SAI.
Annuity benefit payments are determined according to the annuity tables in the
Contract, by the annuity option selected, and by the investment performance of
the account(s) selected.

To the extent a fixed annuity is selected, Accumulated Value will be transferred
to the Fixed Account of the Company, and the annuity benefit payments will be
fixed in amount. See APPENDIX A -- MORE INFORMATION ABOUT THE FIXED ACCOUNT.

Under a variable annuity payout option, a payment equal to the value of the
fixed number of Annuity Units in the Sub-Account(s) is made monthly, quarterly,
semi-annually or annually. Since the value of an Annuity Unit in a Sub-Account
will reflect the investment performance of the Sub-Account, the amount of each
annuity benefit payment will vary.

The annuity option selected must produce an initial payment of at least $50 (a
lower amount may be required in some states). The Company reserves the right to
increase this minimum amount. If the annuity option(s) selected do(es) not
produce an initial payment which meet this minimum, a single payment may be
made.

Once the Company begins making annuity benefit payments, the Annuitant cannot
make withdrawals or surrender the annuity benefit, except where a commutable
period certain option has been elected. Beneficiaries entitled to receive
remaining payments under either a commutable or noncommutable period certain
option may elect instead to receive a lump sum settlement. See "Description of
Variable Annuity Payout Options."

If the Owner does not elect an option, a variable life annuity with periodic
payments guaranteed for ten years will be purchased. Changes in either the
Annuity Date or annuity option can be made up to one month prior to the Annuity
Date.

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

K. DESCRIPTION OF VARIABLE ANNUITY PAYOUT OPTIONS

The Company provides the variable annuity payout options described below.
Currently, variable annuity payout options may be funded through the
Sub-Accounts investing in the Select Growth and Income Fund, the Select Income
Fund, the Select Growth Fund and the Money Market Fund.

The Company also provides these same options funded through the Fixed Account
(fixed annuity payout option). Regardless of how payments were allocated during
the accumulation period, any of the variable annuity payout options or the fixed
annuity payout options may be selected, or any of the variable annuity payout
options may be selected in combination with any of the fixed annuity payout
options. Other annuity

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options may be offered by the Company. IRS regulations may not permit certain of
the available annuity options when used in connection with certain qualified
Contracts.

VARIABLE LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR TEN YEARS. This variable
annuity is payable periodically during the lifetime of the Annuitant with the
guarantee that if the Annuitant should die before all payments have been made,
the remaining annuity benefit payments will continue to the beneficiary.

VARIABLE LIFE ANNUITY PAYABLE PERIODICALLY DURING LIFETIME OF THE ANNUITANT
ONLY. This variable annuity is payable during the Annuitant's life. It would be
possible under this option for the Annuitant to receive only one annuity benefit
payment if he/she dies prior to the due date of the second annuity benefit
payment, two annuity benefit payments if he/she dies before the due date of the
third annuity benefit payment, and so on. Payments will continue, however,
during the Annuitant's lifetime, no matter how long he or she lives.

UNIT REFUND VARIABLE LIFE ANNUITY. This is an annuity payable periodically
during the lifetime of the Annuitant with the guarantee that if (1) exceeds (2),
then periodic variable annuity benefit payments will continue to the beneficiary
until the number of such payments equals the number determined in (1).

Where: (1) is the dollar amount of the Accumulated Value at annuitization
divided by the dollar amount of the first payment, and

(2) is the number of payments paid prior to the death of the payee.

JOINT AND SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is payable
jointly to two Annuitants during their joint lifetime, and then continues
thereafter during the lifetime of the survivor. The amount of each payment to
the survivor is based on the same number of Annuity Units which applied during
the joint lifetime of the two payees. One of the payees must be either the
person designated as the Annuitant in the Contract or the beneficiary. There is
no minimum number of payments under this option.

JOINT AND TWO-THIRDS SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is
payable jointly to two payees during their joint lifetime, and then continues
thereafter during the lifetime of the survivor. The amount of each periodic
payment to the survivor, however, is based upon two-thirds of the number of
Annuity Units which applied during the joint lifetime of the two payees. One of
the payees must be the person designated as the Annuitant in the Contract or the
beneficiary. There is no minimum number of payments under this option.

PERIOD CERTAIN VARIABLE ANNUITY. This variable annuity has periodic payments
for a stipulated number of years ranging from one to thirty. If the Annuitant
dies before the end of the period, remaining payments will continue to be paid.
A fixed period certain annuity may be either commutable or noncommutable. A
variable period certain annuity is automatically commutable.

It should be noted that the period certain option does not involve a life
contingency. In computing payments under this option, the Company deducts a
charge for annuity rate guarantees, which includes a factor for mortality risks.
Although not contractually required to do so, the Company currently follows a
practice of permitting persons receiving payments under a period certain option
to elect to convert to a variable annuity involving a life contingency. The
Company may discontinue or change this practice at any time, but not with
respect to election of the option made prior to the date of any change in this
practice.

L. ANNUITY BENEFIT PAYMENTS

DETERMINATION OF THE FIRST VARIABLE ANNUITY BENEFIT PAYMENT. The amount of the
first monthly payment depends upon the selected variable annuity option, the sex
(however, see "N. NORRIS Decision" below) and age of the Annuitant, and the
value of the amount applied under the annuity option ("annuity value"). The
Contract provides annuity rates that determine the dollar amount of the first
periodic payment under each variable annuity option for each $1,000 of applied
value. From time to time, the Company may offer its

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<PAGE>
Owners both fixed and variable annuity rates more favorable than those contained
in the Contract. Any such rates will be applied uniformly to all Owners of the
same class.

The dollar amount of the first periodic annuity benefit payment is calculated
based upon the type of annuity option chosen, as follows:

- For life annuity options and noncommutable fixed period certain options of
ten years or more (six or more years under New York Contracts), the dollar
amount is determined by multiplying (1) the Accumulated Value applied
under that option (after application of any Market Value Adjustment and
less premium tax, if any) divided by $1,000, by (2) the applicable amount
of the first monthly payment per $1,000 of value.

- For all commutable fixed period certain options, any noncommutable fixed
period certain option of less than ten years (less than six years under
New York Contracts) and all variable period certain options the dollar
amount is determined by multiplying (1) the Surrender Value less premium
taxes, if any, applied under that option (after application of any Market
Value Adjustment and less premium tax, if any) divided by $1,000, by
(2) the applicable amount of the first monthly payment per $1,000 of
value.

- For a death benefit annuity, the annuity value will be the amount of the
death benefit.

The first periodic annuity benefit payment is based upon the Accumulated Value
as of a date not more than four weeks preceding the date that the first annuity
benefit payment is due. The Company transmits variable annuity benefit payments
for receipt by the payee by the first of a month. Variable annuity benefit
payments are currently based on unit values as of the 15th day of the preceding
month.

THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the monthly annuity benefit payments under a variable annuity
option. The value of an Annuity Unit in each Sub-Account initially was set at
$1.00. The value of an Annuity Unit under a Sub-Account on any Valuation Date
thereafter is equal to the value of such unit on the immediately preceding
Valuation Date, multiplied by the net investment factor of the Sub-Account for
the current Valuation Period and divided by the assumed interest rate for the
current Valuation Period The assumed interest rate, discussed below, is
incorporated in the variable annuity options offered in the Contract.

DETERMINATION OF THE NUMBER OF ANNUITY UNITS. The dollar amount of the first
variable annuity benefit payment is divided by the value of an Annuity Unit of
the selected Sub-Account(s) to determine the number of Annuity Units represented
by the first payment. This number of Annuity Units remains fixed under all
annuity options except the joint and two-thirds survivor annuity option.

DOLLAR AMOUNT OF SUBSEQUENT VARIABLE ANNUITY BENEFIT PAYMENTS. The dollar
amount of each periodic variable annuity benefit payment after the first will
vary with the value of the Annuity Units of the selected Sub-Account(s). The
dollar amount of each subsequent variable annuity benefit payment is determined
by multiplying the fixed number of Annuity Units (derived from the dollar amount
of the first payment, as described above) with respect to a Sub-Account by the
value of an Annuity Unit of that Sub-Account on the applicable Valuation Date.

The variable annuity options offered by the Company are based on a 3.5% assumed
interest rate, which affects the amounts of the variable annuity benefit
payments. Variable annuity benefit payments with respect to a Sub-Account will
increase over periods when the actual net investment result of the Sub-Account
exceeds the equivalent of the assumed interest rate. Variable annuity benefit
payments will decrease over periods when the actual net investment results are
less than the equivalent of the assumed interest rate.

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<PAGE>
For an illustration of a calculation of a variable annuity benefit payment using
a hypothetical example, see "Annuity Benefit Payments" in the SAI.

If the Owner elects the Minimum Guaranteed Annuity Payout (M-GAP) Rider, at
annuitization the annuity benefit payments provided under the Rider (calculated
by applying the guaranteed annuity factors to the Minimum Guaranteed Annuity
Payout Benefit Base) are compared to the payments that would otherwise be
available with the Rider. If annuity benefit payments under the Rider are
higher, the Owner may exercise the Rider, provided that the conditions of the
Rider are met. 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 (M-GAP) Rider,"
below.

M. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER

An optional Minimum Guaranteed Annuity Payout (M-GAP) Rider is currently
available in most jurisdictions for a separate monthly charge. The Minimum
Guaranteed Annuity Payout (M-GAP) Rider provides a guaranteed minimum amount of
fixed annuity lifetime income during the annuity payout phase, after a ten-year
or fifteen-year waiting period, 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 (less any
applicable premium taxes) is the value that will be annuitized if the Rider is
exercised. In order to exercise the Rider, a fixed annuitization option
involving a life contingency must be selected. Annuitization under this Rider
will occur at the Company's guaranteed annuity option 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; or

(b) the Accumulated Value on the effective date of the Rider compounded
daily at an effective annual yield of 5% plus gross payments made
thereafter compounded daily at an effective annual yield of 5%, starting
on the date each payment is applied, decreased proportionately to reflect
withdrawals; or

(c) the highest Accumulated Value on any Contract anniversary since the
rider effective date, as determined after being increased for subsequent
payments and any positive Market Value Adjustment, if applicable, and
proportionately reduced 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 is applicable,
determined immediately prior to the withdrawal by the following fraction:

amount of the withdrawal
----------------------------------------------------------

Accumulated Value determined immediately prior to the withdrawal

CONDITIONS ON ELECTION OF THE MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER.

- The Owner may elect the M-GAP 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.

EXERCISING THE MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER.

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- The Owner may only exercise the M-GAP 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 option rates listed
under the Annuity Option Tables in the Contract.

TERMINATING THE MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER.

- The Owner may not terminate the M-GAP Rider prior to the seventh Contract
anniversary after the effective date of the Rider, unless such termination
occurs (1) on or within thirty days after any Contract anniversary and
(2) in conjunction with the repurchase of a Minimum Guaranteed Annuity
Payout (M-GAP) Rider with a waiting period of equal or greater length at
its then current price, if available.

- The Owner may terminate the Rider at any time after the seventh Contract
Anniversary following the effective date of the Rider.

- 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 M-GAP 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 M-GAP
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 (M-GAP) 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 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>
CONTRACT MINIMUM MINIMUM
ANNIVERSARY GUARANTEED GUARANTEED
AT EXERCISE BENEFIT BASE ANNUAL 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."

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<PAGE>

The M-GAP Rider does not create Accumulated Value or guarantee performance of
any investment option. Because this Rider is based on guaranteed actuarial
factors, the level of lifetime income that it guarantees may often be less than
the level that would be provided by applying the then current annuity factors.
Therefore, the Rider should be regarded as providing a guarantee of a minimum
amount of annuity income. As described above, withdrawals will reduce the
benefit base. The Company reserves the right to terminate the availability of
the M-GAP Rider at any time.

N. NORRIS DECISION

In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity options based on
sex-distinct actuarial tables are not permissible under Title VII of the Civil
Rights Act of 1964. The ruling requires that benefits derived from contributions
paid into a plan after August 1, 1983 be calculated without regard to the sex of
the employee. Annuity benefits attributable to payments received by the Company
under a Contract issued in connection with an employer-sponsored benefit plan
affected by the NORRIS decision will be based on the greater of (1) the
Company's unisex Non-Guaranteed Current Annuity Option Rates or (2) the
guaranteed unisex rates described in such Contract, regardless of whether the
Annuitant is male or female.

O. COMPUTATION OF VALUES

THE ACCUMULATION UNIT. Each net payment is allocated to the account(s) selected
by the Owner. Allocations to the Sub-Accounts are credited to the Contract in
the form of Accumulation Units. Accumulation Units are credited separately for
each Sub-Account. The number of Accumulation Units of each Sub-Account credited
to the Contract is equal to the portion of the net payment allocated to the
Sub-Account, divided by the dollar value of the applicable Accumulation Unit as
of the Valuation Date the payment is received at the Principal Office. The
number of Accumulation Units resulting from each payment will remain fixed
unless changed by a subsequent split of Accumulation Unit value, a transfer, a
withdrawal, or surrender. The dollar value of an Accumulation Unit of each
Sub-Account varies from Valuation Date to Valuation Date based on the investment
experience of that Sub-Account, and will reflect the investment performance,
expenses and charges of its Underlying Funds. The value of an Accumulation Unit
was set at $1.00 on the first Valuation Date for each Sub-Account.

Allocations to the Guarantee Period Accounts and the Fixed Account are not
converted into Accumulation Units, but are credited interest at a rate
periodically set by the Company. See APPENDIX A -- MORE INFORMATION ABOUT THE
FIXED ACCOUNT and GUARANTEE PERIOD ACCOUNTS.

The Accumulated Value under the Contract is determined by (1) multiplying the
number of Accumulation Units in each Sub-Account by the value of an Accumulation
Unit of that Sub-Account on the Valuation Date, (2) adding the products, and (3)
adding the amount of the accumulations in the Fixed Account and Guarantee Period
Accounts, if any.

NET INVESTMENT FACTOR. The Net Investment Factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result from dividing (1) by (2) and
subtracting (3) and (4) where:

(1) is the investment income of a Sub-Account for the Valuation Period,
including realized or unrealized capital gains and losses during the
Valuation Period, adjusted for provisions made for taxes, if any;

(2) is the value of that Sub-Account's assets at the beginning of the
Valuation Period;

(3) is a charge for mortality and expense risks equal to 1.25% on an annual
basis of the daily value of the Sub-Account's assets; and

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(4) is an administrative charge equal to 0.15% on an annual basis of the
daily value of the Sub-Account's assets.

The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.

For an illustration of an Accumulation Unit calculation using a hypothetical
example see the SAI.

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<PAGE>
CHARGES AND DEDUCTIONS

Deductions under the Contract and charges against the assets of the Sub-Accounts
are described below. Other deductions and expenses paid out of the assets of the
Underlying Funds are described in the prospectuses and SAIs of the Trust,
Fidelity VIP, and T. Rowe Price.

A. VARIABLE ACCOUNT DEDUCTIONS

MORTALITY AND EXPENSE RISK CHARGE. The Company assesses a charge against the
assets of each Sub-Account to compensate for certain mortality and expense risks
it has assumed. The charge is imposed during both the accumulation phase and the
annuity payout phase. The mortality risk arises from the Company's guarantee
that it will make annuity benefit payments in accordance with annuity rate
provisions established at the time the Contract is issued for the life of the
Annuitant (or in accordance with the annuity payout option selected), no matter
how long the Annuitant (or other payee) lives and no matter how long all
Annuitants as a class live. Therefore, the mortality charge is deducted during
the annuity payout phase on all Contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contract and in
this Prospectus.

If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses.

The mortality and expense risk charge is assessed daily at an annual rate of
1.25% of each Sub-Account's assets. This charge may not be increased. Since
mortality and expense risks involve future contingencies which are not subject
to precise determination in advance, it is not feasible to identify specifically
the portion of the charge which is applicable to each. The Company estimates
that a reasonable allocation might be 0.80% for mortality risk and 0.45% for
expense risk.

ADMINISTRATIVE EXPENSE CHARGE. The Company assesses each Sub-Account with a
daily charge at an annual rate of 0.15% of the average daily net assets of the
Sub-Account. This charge may not be increased. The charge is imposed during both
the accumulation phase and the annuity payout phase. The daily Administrative
Expense Charge is assessed to help defray administrative expenses actually
incurred in the administration of the Sub-Account, without profits. There is no
direct relationship, however, between the amount of administrative expenses
imposed on a given Contract and the amount of expenses actually attributable to
that Contract.

Deductions for the Contract fee (described below under "B. Contract Fee") and
for the Administrative Expense Charge are designed to reimburse the Company for
the cost of administration and related expenses and are not expected to be a
source of profit. The administrative functions and expense assumed by the
Company in connection with the Variable Account and the Contract include, but
are not limited to, clerical, accounting, actuarial and legal services, rent,
postage, telephone, office equipment and supplies, expenses of preparing and
printing registration statements, expense of preparing and typesetting
prospectuses and the cost of printing prospectuses not allocable to sales
expense, filing and other fees.

OTHER CHARGES. Because the Sub-Accounts purchase shares of the Underlying
Funds, the value of the net assets of the Sub-Accounts will reflect the
investment advisory fee and other expenses incurred by the Underlying Funds. The
prospectuses and SAIs of the Trust, Fidelity VIP, and T. Rowe Price contain
additional information concerning expenses of the Underlying Funds.

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<PAGE>
B. CONTRACT FEE

A $30 Contract fee is deducted on the Contract anniversary date and upon full
surrender of the Contract if the Accumulated Value on any of these dates is less
than $50,000. The Contract fee is currently waived for Contracts issued to and
maintained by the trustee of a 401(k) plan. The Company reserves the right to
impose a Contract Fee up to $30 on Contracts issued to 401(k) plans but only
with respect to Contracts issued after the date the waiver is no longer
available. Where Contract value has been allocated to more than one account, a
percentage of the total Contract fee will be deducted from the value in each
account. The portion of the charge deducted from each account will be equal to
the percentage which the value in that account bears to the Accumulated Value
under the Contract. The deduction of the Contract fee from a Sub-Account will
result in cancellation of a number of Accumulation Units equal in value to the
percentage of the charge deducted from that account.

Where permitted by law, the Contract fee also may be waived for Contracts where,
on the issue date, either the Owner or the Annuitant is within the following
class of individuals: employees and registered representatives of any
broker-dealer which has entered into a sales agreement with the Company to sell
the Contract; employees of the Company, its affiliates and subsidiaries
officers, directors, trustees and employees of any of the Funds; investment
managers or sub-advisers; and the spouses of and immediate family members
residing in the same household with such eligible persons. "Immediate family
members" means children, siblings, parents and grandparents.

C. OPTIONAL MINIMUM GUARANTEED ANNUITY PAYOUT (M-GAP) RIDER CHARGE

Subject to state availability, the Company currently offers an optional Minimum
Guaranteed Annuity Payout (M-GAP) Rider that may be elected by the Owner. A
separate monthly charge is made for the Rider. 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, if applicable, on the date the Rider is terminated, multiplied
by 1/12th of the following annual percentage rates:

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

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

D. PREMIUM TAXES

Some states and municipalities impose a premium tax on variable annuity
contracts. State premium taxes currently range up to 3.5%. The Company makes a
charge for state and municipal premium taxes, when applicable, and deducts the
amount paid as a premium tax charge. The current practice of the Company is to
deduct the premium tax charge in one of two ways:

1. if the premium tax was paid by the Company when payments were received,
the premium tax charge is deducted on a pro-rata basis when withdrawals
are made, upon surrender of the Contract, or when annuity benefit
payments begin (the Company reserves the right instead to deduct the
premium tax charge for a Contract at the time payments are received); or

2. the premium tax charge is deducted in total when annuity benefit
payments begin.

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In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.

If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Contract value at
the time such determination is made.

E. SURRENDER CHARGE

No charge for sales expense is deducted from payments at the time the payments
are made. A surrender charge, however, is deducted from the Accumulated Value in
the case of surrender and/or a withdrawal or at the time annuity benefit
payments begin, within certain time limits described below.

For purposes of determining the surrender charge, the Accumulated Value is
divided into three categories: (1) New Payments - payments received by the
Company during the seven years preceding the date of the surrender; (2) Old
Payments - accumulated payments invested in the Contract for more than seven
years; and (3) the amount available under the Withdrawal Without Surrender
Charge provision. See "Withdrawal Without Surrender Charge" below. For purposes
of determining the amount of any surrender charge, surrenders will be deemed to
be taken first from amounts available as a Withdrawal Without Surrender Charge,
if any; then from any Old Payments, and then from New Payments. Amounts
available as a Withdrawal Without Surrender Charge, followed by Old Payments,
may be withdrawn from the Contract at any time without the imposition of a
surrender charge. If a withdrawal is attributable all or in part to New
Payments, a surrender charge may apply.

CHARGE FOR SURRENDER AND WITHDRAWAL. If a Contract is surrendered, or if New
Payments are withdrawn while the Contract is in force and before the Annuity
Date, a surrender charge may be imposed. The amount of the charge will depend
upon the number of years that any New Payments, to which the withdrawal is
attributed have remained credited under the Contract. For the purpose of
calculating surrender charges for New Payments, all amounts withdrawn are
assumed to be deducted first from the oldest New Payment and then from the next
oldest New Payment and so on, until all New Payments have been exhausted
pursuant to the first-in-first-out ("FIFO") method of accounting. (See "FEDERAL
TAX CONSIDERATIONS" for a discussion of how withdrawals are treated for income
tax purposes.)

The surrender charge is as follows:

<TABLE>
<CAPTION>
YEARS FROM CHARGE AS PERCENTAGE OF
DATE OF PAYMENT NEWPAYMENTS WITHDRAWN
- --------------------- -----------------------
<S> <C>
0-1 6.5%
2 6.0%
3 5.0%
4 4.0%
5 3.0%
6 2.0%
7 1.0%
More than 7 0.0%
</TABLE>

The amount withdrawn equals the amount requested by the Owner plus the surrender
charge, if any. The charge is applied as a percentage of the New Payments
withdrawn, but in no event will the total surrender charge exceed a maximum
limit of 6.5% of total gross New Payments. Such total charge equals the
aggregate of all applicable surrender charges for surrender, withdrawals, and
annuitization.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE AND ADDITIONAL AMOUNTS
CREDITED. Where permitted by law, the Company will waive the surrender charge
in the event that the Owner (or the Annuitant, if the

42
<PAGE>

Owner is not an individual) becomes physically disabled after the issue date of
the Contract and before attaining age 65. Under New York Contracts, the
disability also must exist for a continuous period of at least four months. The
Company may require proof of such disability and continuing disability,
including written confirmation of receipt and approval of any claim for Social
Security Disability Benefits and reserves the right to obtain an examination by
a licensed physician of its choice and at its expense. In addition, except in
New York and New Jersey where not permitted by state law, the Company will waive
the surrender charge in the event that an Owner (or the Annuitant, if the Owner
is not an individual) is: (1) admitted to a medical care facility after the
issue date and remains confined there until the later of one year after the
issue date or 90 consecutive days or (2) first diagnosed by a licensed physician
as having a fatal illness after the issue date of the Contract.

For purposes of the above provision, "medical care facility" means any
state-licensed facility or, in a state that does not require licensing, a
facility that is operating pursuant to state law, providing medically necessary
inpatient care which is prescribed by a licensed "physician" in writing and
based on physical limitations which prohibit daily living in a non-institutional
setting; "fatal illness" means a condition diagnosed by a licensed "physician"
which is expected to result in death within two years of the diagnosis; and
"physician" means a person other than the Owner, Annuitant or a member of one of
their families who is state licensed to give medical care or treatment and is
acting within the scope of that license.

Where surrender charges have been waived under any of the situations discussed
above, no additional payments under this Contract will be accepted unless
required by state law.

In addition, from time to time the Company may allow a reduction in or
elimination of the surrender charges, the period during which the charges apply,
or both, and/or credit additional amounts on Contracts, when Contracts are sold
to individuals or groups of individuals in a manner that reduces sales expenses.
The Company will consider factors such as the following: (1) the size and type
of group or class, and the persistency expected from that group or class;
(2) the total amount of payments to be received, and the manner in which
payments are remitted; (3) the purpose for which the Contracts are being
purchased, and whether that purpose makes it likely that costs and expenses will
be reduced; (4) other transactions where sales expenses are likely to be
reduced; or (5) the level of commissions paid to selling broker-dealers or
certain financial institutions with respect to Contracts within the same group
or class (for example, broker-dealers who offer this Contract in connection with
financial planning services offered on a fee-for-service basis). The Company
also may reduce or waive the surrender charge, and/or credit additional amounts
on Contracts, where either the Owner or the Annuitant on the issue date is
within the following class of individuals ("eligible persons"): employees and
registered representatives of any broker-dealer which has entered into a sales
agreement with the Company to sell the Contract; employees of the Company, its
affiliates and subsidiaries; officers, directors, trustees and employees of any
of the Underlying Funds, investment managers or sub-advisers of the Underlying
Funds; and the spouses of and immediate family members residing in the same
household with such eligible persons. "Immediate family members" means children,
siblings, parents and grandparents. Finally, if permitted under state law,
surrender charge will be waived under 403(b) Contracts where the amount
withdrawn is being contributed to a life policy issued by the Company as part of
the individual's 403(b) plan.

Any reduction or elimination in the amount or duration of the surrender charge
will not discriminate unfairly among purchasers of this Contract. The Company
will not make any changes to this charge where prohibited by law.

Pursuant to Section 11 of the 1940 Act and Rule 11a-2 thereunder, the surrender
charge is modified to effect certain exchanges of existing annuity contracts
issued by the Company for the Contract. See "Exchange Offer" in the SAI.

WITHDRAWAL WITHOUT SURRENDER CHARGE. In each calendar year, the Company will
waive the surrender charge, if any, on an amount ("Withdrawal Without Surrender
Charge") equal to the greatest of (1), (2) or (3):

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<PAGE>
Where (1) is: 100% of Cumulative Earnings (calculated as the Accumulated
Value as of the Valuation Date the Company receives the
withdrawal request, or the following day, reduced by total
gross payments not previously withdrawn);

Where (2) is: 10% of the Accumulated Value as of the Valuation Date the
Company receives the withdrawal request, or the following
day, reduced by the total amount of any prior withdrawals
made in the same calendar year to which no surrender charge
was applied; and

Where (3) is: The amount calculated under the Company's life expectancy
distribution option (see Life Expectancy Distributions above)
whether or not the withdrawal was part of such distribution
(applies only if Annuitant is also an Owner).

For example, an 81-year-old Owner/Annuitant with an Accumulated Value of
$15,000, of which $1,000 is Cumulative Earnings, would have a Free Withdrawal
Amount of $1,530, which is equal to the greatest of:

(1) Cumulative Earnings ($1,000);

(2) 10% of Accumulated Value ($1,500); or

(3) LED of 10.2% of Accumulated Value ($1,530).

The Withdrawal Without Surrender Charge first will be deducted from Cumulative
Earnings. If the Withdrawal Without Surrender Charge exceeds Cumulative
Earnings, the excess amount will be deemed withdrawn from payments not
previously withdrawn on a LIFO (last-in/first-out) basis. This means that the
last payments credited to the Contract will be withdrawn first. If more than one
withdrawal is made during the year, on each subsequent withdrawal the Company
will waive the surrender charge, if any, until the entire Withdrawal Without
Surrender Charge has been withdrawn. Amounts withdrawn from a Guarantee Period
Account prior to the end of the applicable Guarantee Period will be subject to a
Market Value Adjustment.

SURRENDERS. In the case of a complete surrender, the amount received by the
Owner is equal to the entire Accumulated Value under the Contract, net of the
applicable surrender charge on New Payments, the Contract fee and any applicable
tax withholding, and adjusted for any applicable Market Value Adjustment.
Subject to the same rules applicable to withdrawals, the Company will not assess
a surrender charge on an amount equal to the Withdrawal Without Surrender Charge
Amount, described above.

Where an Owner who is trustee under a pension plan surrenders, in whole or in
part, a Contract on a terminating employee, the trustee will be permitted to
reallocate all or a part of the Accumulated Value under the Contract to other
Contracts issued by the Company and owned by the trustee, with no deduction for
any otherwise applicable surrender charge. Any such reallocation will be at the
unit values for the Sub-Accounts as of the Valuation Date on which a written,
signed request is received at the Principal Office.

For further information on surrender and withdrawal, including minimum limits on
amount withdrawn and amount remaining under the Contract in the case of
withdrawal, and important tax considerations, see "E. Surrender" and "F.
Withdrawals" under DESCRIPTION OF THE CONTRACT and see FEDERAL TAX
CONSIDERATIONS.

CHARGE AT THE TIME ANNUITY BENEFIT PAYMENTS BEGIN. If the Owner chooses any
commutable period certain option or a noncommutable fixed period certain option
for less than ten years (less than six years under New York Contracts), a
surrender charge will be deducted from the Accumulated Value of the Contract if
the Annuity Date occurs at any time when a surrender charge would still apply
had the Contract been surrendered on the Annuity Date.

No surrender charge is imposed at the time of annuitization in any Contract year
under an option involving a life contingency or any noncommutable fixed period
certain option for ten years or more (six years or more

44
<PAGE>

under New York Contracts). A Market Value Adjustment, however, may apply. See
GUARANTEE PERIOD ACCOUNTS. If the Owner of a fixed annuity contract issued by
the Company wishes to elect a variable annuity option, the Company may permit
such Owner to exchange, at the time of annuitization, the fixed contract for a
Contract offered in this Prospectus. The proceeds of the fixed contract, minus
any surrender charge applicable under the fixed contract if a period certain
option is chosen, will be applied towards the variable annuity option desired by
the Owner. The number of Annuity Units under the option will be calculated using
the Annuity Unit values as of the 15th of the month preceding the Annuity Date.

F. TRANSFER CHARGE

The Company currently makes no charge for processing transfers. The Company
guarantees that the first 12 transfers in a Contract year will be free of
transfer charge, but reserves the right to assess a charge, guaranteed never to
exceed $25, for each subsequent transfer in a Contract year to reimburse it for
the expense of processing transfers. For more information, see "D. Transfer
Privilege."

45
<PAGE>
GUARANTEE PERIOD ACCOUNTS

Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the 1933 Act or
the 1940 Act. Accordingly, the staff of the SEC has not reviewed the disclosures
in this Prospectus relating to the Guarantee Period Accounts or the Fixed
Account. Nevertheless, disclosures regarding the Guarantee Period Accounts and
the Fixed Account of this Contract or any fixed benefits offered under these
accounts may be subject to the provisions of the 1933 Act relating to the
accuracy and completeness of statements made in the Prospectus.

INVESTMENT OPTIONS. In most jurisdictions, Guarantee Periods ranging from three
through ten years may be available. Each Guarantee Period established for the
Owner is accounted for separately in a non-unitized segregated account except in
California where it is accounted for in the Company's General Account. Each
Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time to time by the
Company in accordance with market conditions. Once an interest rate is in effect
for a Guarantee Period Account, however, the Company may not change it during
the duration of its Guarantee Period. In no event will the Guaranteed Interest
Rate be less than 3%.

To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract initially was issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period.

Owners may allocate net payments or make transfers from any of the Sub-Accounts,
the Fixed Account or an existing Guarantee Period Account to establish a new
Guarantee Period Account at any time prior to the Annuity Date. Transfers from a
Guarantee Period Account on any date other than on the day following the
expiration of that Guarantee Period will be subject to a Market Value
Adjustment. The Company establishes a separate investment account each time the
Owner allocates or transfers amounts to a Guarantee Period except that amounts
allocated to the same Guarantee Period on the same day will be treated as one
Guarantee Period Account. The minimum that may be allocated to establish a
Guarantee Period Account is $1,000. If less than $1,000 is allocated, the
Company reserves the right to apply that amount to the Money Market Fund. The
Owner may allocate amounts to any of the Guarantee Periods available.

At least 45 days, but not more than 75 days, prior to the end of a Guarantee
Period, the Company will notify the Owner in writing of the expiration of that
Guarantee Period. At the end of a Guarantee Period the Owner may transfer
amounts to the Sub-Accounts, the Fixed Account or establish a new Guarantee
Period Account of any duration then offered by the Company without a Market
Value Adjustment. If reallocation instructions are not received at the Principal
Office before the end of a Guarantee Period, the account value automatically
will be applied to a new Guarantee Period Account with the same duration unless
(1) less than $1,000 would remain in the Guarantee Period Account on the
expiration date, or (2) unless the Guarantee Period would extend beyond the
Annuity Date or is no longer available. In such cases, the Guarantee Period
Account value will be transferred to the Sub-Account investing in the Money
Market Fund. Where amounts have been renewed automatically in a new Guarantee
Period, the Company currently gives the Owner an additional 30 days to transfer
out of the Guarantee Period Account without application of a Market Value
Adjustment. This practice may be discontinued or changed with notice at the
Company's discretion. However, under Contracts issued in New York, the Company
guarantees that it will transfer monies out of the Guarantee Period Account
without application of a Market Value Adjustment if the Owner's request is
received within ten days of the renewal date.

MARKET VALUE ADJUSTMENT. No Market Value Adjustment will be applied to
transfers, withdrawals, or a surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit although a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated

46
<PAGE>
Value. See "Death Benefit." All other transfers, withdrawals, or a surrender
prior to the end of a Guarantee Period will be subject to a Market Value
Adjustment, which may increase or decrease the account value. Amounts applied
under an annuity option are treated as withdrawals when calculating the Market
Value Adjustment. The Market Value Adjustment will be determined by multiplying
the amount taken from each Guarantee Period Account before deduction of any
Surrender Charge by the market value factor. The market value factor for each
Guarantee Period Account is equal to:

[(1+i)/(1+j)] to the power of n/365 - 1

where: i is the Guaranteed Interest Rate expressed as a decimal for
example: (3% = 0.03) being credited to the current Guarantee
Period;

j is the new Guaranteed Interest Rate, expressed as a decimal, for a
Guarantee Period with a duration equal to the number of years
remaining in the current Guarantee Period, rounded to the next
higher number of whole years. If that rate is not available, the
Company will use a suitable rate or index allowed by the
Department of Insurance; and

n is the number of days remaining from the Effective Valuation Date
to the end of the current Guarantee Period.

Based on the application of this formula, the value of a Guarantee Period
Account will increase after the Market Value Adjustment is applied if the then
current market rates are lower than the rate being credited to the Guarantee
Period Account. Similarly, the value of a Guarantee Period Account will decrease
after the Market Value Adjustment is applied if the then current market rates
are higher than the rate being credited to the Guarantee Period Account. The
Market Value Adjustment is limited, however, so that even if the account value
is decreased after application of a Market Value Adjustment, it will equal or
exceed the Owner's principal plus 3% earnings per year less applicable Contract
fees. Conversely, if the then current market rates are lower and the account
value is increased after the Market Value Adjustment is applied, the increase in
value is also affected by the minimum guaranteed rate of 3% such that the amount
that will be added to the Guarantee Period Account is limited to the difference
between the amount earned and the 3% minimum guaranteed earnings. For examples
of how the Market Value Adjustment works, See APPENDIX D -- SURRENDER CHARGES
AND THE MARKET VALUE ADJUSTMENT.

WITHDRAWALS. Prior to the Annuity Date, the Owner may make withdrawals of
amounts held in the Guarantee Period Accounts. Withdrawals from these accounts
will be made in the same manner and be subject to the same rules as set forth
under "Withdrawals" and "Surrender." In addition, the following provisions also
apply to withdrawals from a Guarantee Period Account: (1) a Market Value
Adjustment will apply to all withdrawals, including Withdrawals Without
Surrender Charge, unless made at the end of the Guarantee Period; and (2) the
Company reserves the right to defer payments of amounts withdrawn from a
Guarantee Period Account for up to six months from the date it receives the
withdrawal request. If deferred for 30 days or more, the Company will pay
interest on the amount deferred at a rate of at least 3%.

In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted or added to the amount remaining in the Guarantee Period
Account. If the entire amount in a Guarantee Period Account is requested, the
adjustment will be made to the amount payable. If a surrender charge applies to
the withdrawal, it will be calculated as set forth under "Surrender Charge"
after application of the Market Value Adjustment.

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<PAGE>
FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Contract, on withdrawals or
surrenders, on annuity benefit payments, and on the economic benefit to the
Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the IRS. In
addition, this discussion does not address state or local tax consequences that
may be associated with the Contract.

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS, AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER ALWAYS SHOULD BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.

A. GENERAL

THE COMPANY. The Company intends to make a charge for any effect which the
income, assets, or existence of the Contract, the Variable Account or the
Sub-Accounts may have upon its tax. The Variable Account presently is not
subject to tax, but the Company reserves the right to assess a charge for taxes
should the Variable Account at any time become subject to tax. Any charge for
taxes will be assessed on a fair and equitable basis in order to preserve equity
among classes of Owners and with respect to each separate account as though that
separate account were a separate taxable entity.

The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under Subchapter L
of the Code. The Company files a consolidated tax return with its affiliates.

DIVERSIFICATION REQUIREMENTS. The IRS has issued regulations under Section
817(h) of the Code relating to the diversification requirements for variable
annuity and variable life insurance contracts. The regulations prescribed by the
Treasury Department provide that the investments of a segregated asset account
underlying a variable annuity contract are adequately diversified if no more
than 55% of the value of its assets is represented by any one investment, no
more than 70% by any two investments, no more than 80% by any three investments,
and no more than 90% by any four investments. Under this section of the Code, if
the investments are not adequately diversified, the Contract will not be treated
as an annuity contract and therefore, the income on the Contract, for any
taxable year of the Owner, would be treated as ordinary income received or
accrued by the Owner. It is anticipated that the Underlying Funds will comply
with the current diversification requirements. In the event that future IRS
regulations and/or rulings would require Contract modifications in order to
remain in compliance with the diversification standards, the Company will make
reasonable efforts to comply, and it reserves the right to make such changes as
it deems appropriate for that purpose.

INVESTOR CONTROL. In order for a variable annuity contract to qualify for tax
deferral, the Company, and not the variable contract owner, must be considered
to be the owner for tax purposes of the assets in the segregated asset account
underlying the variable annuity contract. In certain circumstances, however,
variable annuity contract owners may now be considered the owners of these
assets for federal income tax purposes. Specifically, the IRS has stated in
published rulings that a variable annuity contract owner may be considered the
owner of segregated account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection with
the issuance of regulations concerning investment diversification, that those
regulations do not provide guidance governing the circumstances in which
investor control of the investments of a segregated asset account may cause the
investor (i.e., the contract owner), rather than the insurance company, to be
treated as the owner of the assets in the account. This announcement also states
that guidance would be issued by way of regulations or rulings on the "extent to
which policyholders may direct their

48
<PAGE>

investments to particular sub-accounts without being treated as owners of the
underlying assets." As of the date of this Prospectus, no such guidance has been
issued. The Company, therefore, additionally reserves the right to modify the
Contract as necessary in order to attempt to prevent a contract owner from being
considered the owner of a pro rata share of the assets of the segregated asset
account underlying the variable annuity contracts.

B. QUALIFIED AND NON-QUALIFIED CONTRACTS

From a federal tax viewpoint there are two types of variable annuity contracts,
"qualified" contracts and "non-qualified" contracts. A qualified contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, or 408 of the Code, while a non-qualified
contract is one that is not purchased in connection with one of the indicated
retirement plans. The tax treatment for certain withdrawals or surrenders will
vary, depending on whether they are made from a qualified contract or a non-
qualified contract. For more information on the tax provisions applicable to
qualified contracts, see D below.

C. TAXATION OF THE CONTRACTS IN GENERAL

The Company believes that the Contracts described in this Prospectus will, with
certain exceptions (see "Nonnatural Owner" below), be considered annuity
contracts under Section 72 of the Code. Please note, however if the Owner
chooses an Annuity Date beyond the Annuitant's 85th birthday, it is possible
that the Contract may not be considered an annuity for tax purposes and
therefore the Owner may be taxed on the annual increase in Accumulated Value.
The Owner should consult tax and financial advisors for more information. This
section governs the taxation of annuities. The following discussion concerns
annuities subject to Section 72.

WITHDRAWALS PRIOR TO ANNUITIZATION. With certain exceptions, any increase in
the Contract's Accumulated Value is not taxable to the Owner until it is
withdrawn from the Contract. Under the current provisions of the Code, amounts
received under an annuity contract prior to annuitization (including payments
made upon the death of the annuitant or owner), generally are first attributable
to any investment gains credited to the contract over the taxpayer's "investment
in the contract." Such amounts will be treated as gross income subject to
federal income taxation. "Investment in the contract" is the total of all
payments to the Contract which were not excluded from the Owner's gross income
less any amounts previously withdrawn which were not included in income. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity contracts
issued by the same insurance company to the same owner during a single calendar
year be treated as one contract in determining taxable distributions.

ANNUITY PAYOUTS AFTER ANNUITIZATION. When annuity benefit payments are
commenced under the Contract, generally a portion of each payment may be
excluded from gross income. The excludable portion generally is determined by a
formula that establishes the ratio that the investment in the Contract bears to
the expected return under the Contract. The portion of the payment in excess of
this excludable amount is taxable as ordinary income. Once all the investment in
the Contract is recovered, the entire payment is taxable. If the annuitant dies
before cost basis is recovered, a deduction for the difference is allowed on the
annuitant's final tax return.

PENALTY ON DISTRIBUTION. A 10% penalty tax may be imposed on the withdrawal of
investment gains if the withdrawal is made prior to age 59 1/2. The penalty tax
will not be imposed on withdrawals taken on or after age 59 1/2, or if the
withdrawal follows the death of the Owner (or, if the Owner is not an
individual, the death of the primary Annuitant, as defined in the Code) or, in
the case of the Owner's "total disability" (as defined in the Code).
Furthermore, under Section 72 of the Code, this penalty tax will not be imposed,
irrespective of age, if the amount received is one of a series of "substantially
equal" periodic payments made at least annually for the life or life expectancy
of the payee. This requirement is met when the Owner elects to have
distributions made over the Owner's life expectancy, or over the joint life
expectancy of the Owner and beneficiary. The requirement that the amount be paid
out as one of a series of "substantially equal" periodic payments is met

49
<PAGE>
when the number of units withdrawn to make each distribution is substantially
the same. Any modification, other than by reason of death or disability, of
distributions which are part of a series of substantially equal periodic
payments that occurs before the Owner's age 59 1/2 or five years, will subject
the Owner to the 10% penalty tax on the prior distributions. In addition to the
exceptions above, the penalty tax will not apply to withdrawals from a qualified
Contract made to an employee who has terminated employment after reaching age
55.

In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy, and the
option could be changed or terminated at any time, the distributions failed to
qualify as part of a "series of substantially equal payments" within the meaning
of Section 72 of the Code. The distributions, therefore, were subject to the 10%
federal penalty tax. This Private Letter Ruling may be applicable to an Owner
who receives distributions under any LED-type option prior to age 59 1/2.
Subsequent Private Letter Rulings, however, have treated LED-type withdrawal
programs as effectively avoiding the 10% penalty tax. The position of the IRS on
this issue is unclear.

ASSIGNMENTS OR TRANSFERS. If the Owner transfers (assigns) the Contract to
another individual as a gift prior to the Annuity Date, the Code provides that
the Owner will incur taxable income at the time of the transfer. An exception is
provided for certain transfers between spouses. The amount of taxable income
upon such taxable transfer is equal to any investment gain in value over the
Owner's cost basis at the time of the transfer. The transfer also is subject to
federal gift tax provisions. Where the Owner and Annuitant are different
persons, the change of ownership of the Contract to the Annuitant on the Annuity
Date, as required under the Contract, is a gift and will be taxable to the Owner
as such; however, the Owner will not incur taxable income. Instead, the
Annuitant will incur taxable income upon receipt of annuity benefit payments as
discussed above.

NONNATURAL OWNERS. As a general rule, deferred annuity contracts owned by
"nonnatural persons" (e.g., a corporation) are not treated as annuity contracts
for federal tax purposes, and the investment income attributable to
contributions made after February 28, 1986 is taxed as ordinary income that is
received or accrued by the owner during the taxable year. This rule does not
apply to annuity contracts purchased with a single payment when the annuity date
is no later than a year from the issue date or to deferred annuities owned by
qualified employer plans, estates, employers with respect to a terminated
pension plan, and entities other than employers, such as a trust, holding an
annuity as an agent for a natural person. This exception, however, will not
apply in cases of any employer who is the owner of an annuity contract under a
non-qualified deferred compensation plan.

DEFERRED COMPENSATION PLANS OF STATE AND LOCAL GOVERNMENTS AND TAX-EXEMPT
ORGANIZATIONS. Under Section 457 of the Code, deferred compensation plans
established by governmental and certain other tax-exempt employers for their
employees may invest in annuity contracts. Contributions and investment earnings
are not taxable to employees until distributed; however, with respect to
payments made after February 28, 1986, a Contract owned by a state or local
government or a tax-exempt organization will not be treated as an annuity under
Section 72 as well. In addition, plan assets are treated as property of the
employer, and are subject to the claims of the employer's general creditors.

D. TAX WITHHOLDING

The Code requires withholding with respect to payments or distributions from
non-qualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.

The tax treatment of certain withdrawals or surrenders of the non-qualified
Contracts offered by this Prospectus will vary according to whether the amount
withdrawn or surrendered is allocable to an investment in the Contract made
before or after certain dates.

50
<PAGE>
E. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS

Federal income taxation of assets held inside a qualified retirement plan and of
earnings on those assets is deferred until distribution of plan benefits begins.
As such, it is not necessary to purchase a variable annuity contract solely to
obtain its tax deferral feature. However, other features offered under this
Contract and described in this Prospectus -- such as the minimum guaranteed
death benefit, the guaranteed fixed annuity rates and the wide variety of
investment options -- may make this Contract a suitable investment for your
qualified retirement plan.

The tax rules applicable to qualified retirement plans, as defined by the Code,
are complex and vary according to the type of plan. Benefits under a qualified
plan may be subject to that plan's terms and conditions irrespective of the
terms and conditions of any annuity contract used to fund such benefits. As
such, the following is simply a general description of various types of
qualified plans that may use the Contract. Before purchasing any annuity
contract for use in funding a qualified plan, more specific information should
be obtained.

Qualified Contracts may include special provisions (endorsements) changing or
restricting rights and benefits otherwise available to owners of non-qualified
Contracts. Individuals purchasing a qualified Contract should carefully review
any such changes or limitations which may include restrictions to ownership,
transferability, assignability, contributions, and distributions.

SELF-EMPLOYED ("H.R. 10" AND "KEOGH") PENSION AND PROFIT SHARING
PLANS. Sections 401(a), 401(k) and 403(a) of the Code permit business employers
and certain associations to establish various types of tax-favored retirement
plans for employees. The Self-Employed Individuals' Tax Retirement Act of 1962,
as amended, permits self-employed individuals to establish similar plans for
themselves and their employees. Employers intending to use qualified Contracts
in connection with such plans should seek competent advice as to the suitability
of the Contract to their specific needs and as to applicable Code limitations
and tax consequences.

The Company can provide prototype plans for certain pension or profit sharing
plans for review by the plan's legal counsel. For information, ask your
financial representative.

INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
Individual Retirement Annuity ("IRA"). Note: This term covers all IRAs permitted
under Section 408 of the Code, including Roth IRAs. IRAs are subject to limits
on the amounts that may be contributed, the persons who may be eligible, and on
the time when distributions may commence. In addition, certain distributions
from other types of retirement plans may be "rolled over," on a tax-deferred
basis, to an IRA. Purchasers of an IRA Contract will be provided with
supplementary information as may be required by the IRS or other appropriate
agency, and will have the right to cancel the Contract as described in this
Prospectus. See "B. Right to Cancel Individual Retirement Annuity."

Eligible employers that meet specified criteria may establish simplified
employee pension plans (SEP-IRAs) or SIMPLE IRA plans for their employees using
IRAs. Employer contributions that may be made to such plans are larger than the
amounts that may be contributed to regular IRAs and may be deductible to the
employer.

TAX-SHELTERED ANNUITIES ("TSAS"). Under the provisions of Section 403(b) of the
Code, payments made to annuity Contracts purchased for employees under annuity
plans adopted by public school systems and certain organizations which are tax
exempt under Section 501(c)(3) of the Code are excludable from the gross income
of such employees to the extent that total annual payments do not exceed the
maximum contribution permitted under the Code. Purchasers of TSA contracts
should seek competent advice as to eligibility, limitations on permissible
payments and other tax consequences associated with the contracts.

51
<PAGE>
Withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) made to a TSA contract after
December 31, 1988, may not begin before the employee attains age 59 1/2,
separates from service, dies or becomes disabled. In the case of hardship, an
Owner may withdraw amounts contributed by salary reduction, but not the earnings
on such amounts. Even though a distribution may be permitted under these
rules (e.g., for hardship or after separation from service), it may be subject
to a 10% penalty tax as a premature distribution, in addition to income tax.

TEXAS OPTIONAL RETIREMENT PROGRAM. Distributions under a TSA contract issued to
participants in the Texas Optional Retirement Program may not be received except
in the case of the participant's death, retirement or termination of employment
in the Texas public institutions of higher education. These additional
restrictions are imposed under the Texas Government Code and a prior opinion of
the Texas Attorney General.

STATEMENTS AND REPORTS

An Owner is sent a report semi-annually which provides certain financial
information about the Underlying Funds. At least annually, but possibly as
frequent as quarterly, the Company will furnish a statement to the Owner
containing information about his or her Contract, including Accumulation Unit
Values and other information as required by applicable law, rules and
regulations. The Company will also send a confirmation statement to Owners each
time a transaction is made affecting the Contract Value. (Certain transactions
made under recurring payment plans such as Dollar Cost Averaging may in the
future be confirmed quarterly rather than by immediate confirmations.) The Owner
should review the information in all statements carefully. All errors or
corrections must be reported to the Company immediately to assure proper
crediting to the Contract. The Company will assume that all transactions are
accurately reported on confirmation statements and quarterly/annual statements
unless the Owner notifies the Principal Office in writing within 30 days after
receipt of the statement.

LOANS (QUALIFIED CONTRACTS ONLY)

Loans are available to Owners of TSA Contracts (i.e., contracts issued under
Section 403(b) of the Code) and to Contracts issued to plans qualified under
Sections 401(a) and 401(k) of the Code. Loans are subject to provisions of the
Code and to applicable qualified retirement plan rules. Tax advisors and plan
fiduciaries should be consulted prior to exercising loan privileges.

Loaned amounts will be withdrawn first from Sub-Account and Fixed Account values
on a pro-rata basis until exhausted. Thereafter, any additional amounts will be
withdrawn from the Guarantee Period Accounts (pro-rata by duration and LIFO
within each duration), subject to any applicable Market Value Adjustments. The
maximum loan amount will be determined under the Company's maximum loan formula.
The minimum loan amount is $1,000. Loans will be secured by a security interest
in the Contract and the amount borrowed will be transferred to a loan asset
account within the Company's General Account, where it will accrue interest at a
specified rate below the then-current loan rate. Generally, loans must be repaid
within five years or less, and repayments must be made quarterly and in
substantially equal amounts. Repayments will be allocated pro-rata in accordance
with the most recent payment allocation, except that any allocations to a
Guarantee Period Account will instead be allocated to the Money Market Fund.

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares that are held in the
Sub-Accounts or that the Sub-Accounts may purchase. If the shares of any
Underlying Fund no longer are available for investment or if, in the Company's
judgment, further investment in any Underlying Fund should become inappropriate
in view of the purposes of the Variable Account or the affected Sub-Account, the
Company may withdraw the shares of that Underlying Fund and substitute shares of
another registered open-end management company. The Company will not substitute
any shares attributable to a Contract interest in a Sub-Account without notice
to the Owner and prior approval of

52
<PAGE>
the SEC and state insurance authorities, to the extent required by the 1940 Act
or other applicable law. The Variable Account may, to the extent permitted by
law, purchase other securities for other contracts or permit a conversion
between contracts upon request by an Owner.

The Company also reserves the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in shares corresponding to a new
Underlying Fund or in shares of another investment company having a specified
investment objective. Subject to applicable law and any required SEC approval,
the Company may, in its sole discretion, establish new Sub-Accounts or eliminate
one or more Sub-Accounts if marketing needs, tax considerations or investment
conditions warrant. Any new Sub-Accounts may be made available to existing
Owners on a basis to be determined by the Company.

Shares of the Underlying Funds also are issued to variable accounts of the
Company and its affiliates which issue variable life contracts ("mixed
funding"). Shares of the Underlying Funds also are issued to other unaffiliated
insurance companies ("shared funding"). It is conceivable that in the future
such mixed funding or shared funding may be disadvantageous for variable life
owners or variable annuity owners. Although the Company, the Trust, Fidelity VIP
and T. Rowe Price do not currently foresee any such disadvantages to either
variable life insurance owners or variable annuity owners, the Company and the
respective trustees intend to monitor events in order to identify any material
conflicts between such owners, and to determine what action, if any, should be
taken in response thereto. If the trustees were to conclude that separate funds
should be established for variable life and variable annuity separate accounts,
the Company will bear the attendant expenses.

The Company reserves the right, subject to compliance with applicable law, to:

(1) transfer assets from the Variable Account or any of its Sub-Accounts to
another of the Company's separate accounts or sub-accounts having assets
of the same class,

(2) to operate the Variable Account or any Sub-Account as a management
investment company under the 1940 Act or in any other form permitted by
law,

(3) to deregister the Variable Account under the 1940 Act in accordance with
the requirements of the 1940 Act,

(4) to substitute the shares of any other registered investment company for
the Underlying Fund shares held by a Sub-Account, in the event that
Underlying Fund shares are unavailable for investment, or if the Company
determines that further investment in such Underlying Fund shares is
inappropriate in view of the purpose of the Sub-Account,

(5) to change the methodology for determining the net investment factor,

(6) to change the names of the Variable Account or of the Sub-Accounts, and

(7) to combine with other Sub-Accounts or other Separate Accounts of the
Company.

If any of these substitutions or changes are made, the Company may endorse the
Contract to reflect the substitution or change, and will notify Owners of all
such changes. In no event will the changes described above be made without
notice to Owners in accordance with the 1940 Act.

CHANGES TO COMPLY WITH LAW AND AMENDMENTS

The Company reserves the right, without the consent of Owners, to suspend sales
of the Contract as presently offered, and to make any change to provisions of
the Contract to comply with, or give Owners the benefit of, any federal or state
statute, rule or regulation, including but not limited to requirements for
annuity contracts and retirement plans under the Code and pertinent regulations
or any state statute or regulation. Any such changes will apply uniformly to all
Contracts that are affected. You will be given written notice of such changes.

53
<PAGE>
VOTING RIGHTS

The Company will vote Underlying Fund shares held by each Sub-Account in
accordance with instructions received from Owners and, after the Annuity Date,
from the Annuitants. Each person having a voting interest in a Sub-Account will
be provided with proxy materials of the Underlying Fund, together with a form
with which to give voting instructions to the Company. Shares for which no
timely instructions are received will be voted in proportion to the instructions
which are received. The Company also will vote shares in a Sub-Account that it
owns and which are not attributable to Contracts in the same proportion. If the
1940 Act or any rules thereunder should be amended or if the present
interpretation of the 1940 Act or such rules should change, and as a result the
Company determines that it is permitted to vote shares in its own right, whether
or not such shares are attributable to the Contract, the Company reserves the
right to do so.

The number of votes which an Owner or Annuitant may cast will be determined by
the Company as of the record date established by the Underlying Fund. During the
accumulation period, the number of Underlying Fund shares attributable to each
Owner will be determined by dividing the dollar value of the Accumulation Units
of the Sub-Account credited to the Contract by the net asset value of one
Underlying Fund share. During the annuity period, the number of Underlying Fund
shares attributable to each Annuitant will be determined by dividing the reserve
held in each Sub-Account for the Annuitant's Variable Annuity by the net asset
value of one Underlying Fund share. Ordinarily, the Annuitant's voting interest
in the Underlying Fund will decrease as the reserve for the Variable Annuity is
depleted.

DISTRIBUTION

The Contract offered by this Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities and
Exchange Act of 1934 Act and members of the National Association of Securities
Dealers, Inc. ("NASD"). The Contract also is offered through Allmerica
Investments, Inc., which is the principal underwriter and distributor of the
Contracts. Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653,
is a registered broker-dealer, a member of the NASD and an indirectly wholly
owned subsidiary of First Allmerica.

The Company pays commissions not to exceed 7.0% of payments to broker-dealers
that sell the Contract. Alternative commission schedules are available with
lower initial commission amounts based on payments, plus ongoing annual
compensation of up to 1% of Contract value. To the extent permitted by NASD
rules, overrides and promotional incentives or payments also may be provided to
General Agents, independent marketing organizations and broker-dealers based on
sales volumes, the assumption of wholesaling functions, or other sales-related
criteria. Additional payments may be made for other services not directly
related to the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature, and similar services.

The Company intends to recoup commissions and other sales expenses through a
combination of anticipated surrender charges and profits from the Company's
General Account, which may include amounts derived from mortality and expense
risk charges. Commissions paid on the Contract, including additional incentives
or payments, do not result in any additional charge to Owners or to the Variable
Account. Any surrender charges assessed on a Contract will be retained by the
Company.

Owners may direct any inquiries to their financial representative or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, MA 01653, telephone
1-800-366-1492.

LEGAL MATTERS

There are no legal proceedings pending to which the Variable Account is a party,
or to which the assets of the Variable Account are subject. The Company and the
Principal Underwriter are not involved in any litigation that is of material
importance in relation to their total assets or that relates to the Variable
Account.

54
<PAGE>
FURTHER INFORMATION

A Registration Statement under the 1933 Act relating to this offering has been
filed with the SEC. Certain portions of the Registration Statement and
amendments have been omitted in this Prospectus pursuant to the rules and
regulations of the SEC. The omitted information may be obtained from the SEC's
principal office in Washington, D.C., upon payment of the SEC's prescribed fees.

55
<PAGE>
APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account generally are not subject to regulation under the
provisions of the 1933 Act or the 1940 Act. Disclosures regarding the fixed
portion of the annuity Contract and the Fixed Account may be subject to the
provisions of the 1933 Act concerning the accuracy and completeness of
statements made in this Prospectus. The disclosures in this APPENDIX A have not
been reviewed by the SEC.

The Fixed Account is part of the Company's General Account which is made up of
all of the general assets of the Company other than those allocated to a
separate account. Allocations to the Fixed Account become part of the assets of
the Company and are used to support insurance and annuity obligations. A portion
or all of net payments may be allocated to accumulate at a fixed rate of
interest in the Fixed Account. Such net amounts are guaranteed by the Company as
to principal and a minimum rate of interest. Under the Contract, the minimum
interest which may be credited on amounts allocated to the Fixed Account is 3%
compounded annually. Additional "Excess Interest" may or may not be credited at
the sole discretion of the Company.

If a Contract is surrendered, or if an excess amount is withdrawn while the
Contract is in force and before the Annuity Date, a surrender charge is imposed
if such event occurs before the payments attributable to the surrender or
withdrawal have been credited to the Contract for seven full Contract years.

STATE RESTRICTIONS. In Massachusetts, payments and transfers to the Fixed
Account are subject to the following restrictions:

If a Contract is issued prior to the Annuitant's 60th birthday,
allocations to the Fixed Account will be permitted until the
Annuitant's 61st birthday. On and after the Annuitant's 61st
birthday, no additional Fixed Account allocations will be
accepted. If a Contract is issued on or after the Annuitant's 60th
birthday, up through and including the Annuitant's 81st birthday,
Fixed Account allocations will be permitted during the first
Contract year. On and after the first Contract anniversary, no
additional allocations to the Fixed Account will be permitted. If
a Contract is issued after the Annuitant's 81st birthday, no
payments to the Fixed Account will be permitted at any time.

In Oregon, no payments to the Fixed Account will be permitted if a Contract is
issued after the Annuitant's 81st birthday.

If an allocation designated as a Fixed Account allocation is received at the
Principal Office during a period when the Fixed Account is not available due to
the limitations outlined above, the monies will be allocated to the Money Market
Fund.

A-1
<PAGE>
APPENDIX B
PERFORMANCE TABLES
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR SINCE
INCEPTION ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/99 5 YEARS SUB-ACCOUNT
- ---------------------------------------- ----------- --------------- -------- ---------------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund........... 2/20/98
Select International Equity Fund....... 5/3/94
T. Rowe Price International Stock
Portfolio............................. 5/1/95
Select Aggressive Growth Fund.......... 9/8/92
Select Capital Appreciation Fund....... 4/30/95
Select Value Opportunity Fund.......... 2/20/98
Select Growth Fund..................... 9/8/92
Select Strategic Growth Fund........... 2/20/98
Fidelity VIP Growth Portfolio.......... 5/1/95
Select Growth and Income Fund.......... 9/8/92
Fidelity VIP Equity-Income Portfolio... 5/1/95
Fidelity VIP High Income Portfolio..... 5/1/95
Select Income Fund..................... 9/8/92
Money Market Fund...................... 10/8/92
</TABLE>

TABLE 1B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

B-1
<PAGE>

TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
UNDERLYING 10 YEARS OR SINCE
FUNDS FOR YEAR INCEPTION OF
INCEPTION ENDED UNDERLYING FUND
SUB-ACCOUNT INVESTING IN UNDERLYING PORTFOLIO DATE 12/31/99 5 YEARS (IF LESS)
- --------------------------------------------- ---------- --------------- -------- -----------------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund............. 2/20/98
Select International Equity Fund......... 5/2/94
T. Rowe Price International Stock Portfolio.. 3/31/94
Select Aggressive Growth Fund............ 8/21/92
Select Capital Appreciation Fund......... 4/28/95
Select Value Opportunity Fund............ 4/30/93
Select Growth Fund....................... 8/21/92
Select Strategic Growth Fund............. 2/20/98
Fidelity VIP Growth Portfolio............ 10/9/86
Select Growth and Income Fund............ 8/21/92
Fidelity VIP Equity-Income Portfolio..... 10/9/86
Fidelity VIP High Income Portfolio....... 9/19/85
Select Income Fund....................... 8/21/92
Money Market Fund........................ 4/29/85
</TABLE>

TABLE 2B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

B-2
<PAGE>
APPENDIX C
PERFORMANCE TABLES
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

TABLE 1A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR SINCE
INCEPTION ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/99 SUB-ACCOUNT
- ---------------------------------------- ----------- --------------- ---------------
<S> <C> <C> <C>
Select Emerging Markets Fund.................... 2/20/98
Select International Equity Fund................ 5/3/94
T. Rowe Price International Stock Portfolio..... 5/1/95
Select Aggressive Growth Fund................... 4/21/94
Select Capital Appreciation Fund................ 4/30/95
Select Value Opportunity Fund................... 2/20/98
Select Growth Fund.............................. 4/21/94
Select Strategic Growth......................... 2/20/98
Fidelity VIP Growth Portfolio................... 5/1/95
Select Growth and Income Fund................... 4/21/94
Fidelity VIP Equity-Income Portfolio............ 5/1/95
Fidelity VIP High Income Portfolio.............. 5/1/95
Select Income Fund.............................. 4/20/94
Money Market Fund............................... 4/7/94
</TABLE>

TABLE 1B
SUPPLEMENTAL AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF SUB-ACCOUNT
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT AND NO CONTRACT FEES)

<TABLE>
<CAPTION>
SUB-ACCOUNT FOR YEAR SINCE
INCEPTION ENDED INCEPTION OF
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/99 SUB-ACCOUNT
- ---------------------------------------- ----------- --------------- ---------------
<S> <C> <C> <C>
Select Emerging Markets Fund.................... 2/20/98
Select International Equity Fund................ 5/3/94
T. Rowe Price International Stock Portfolio..... 5/1/95
Select Aggressive Growth Fund................... 4/21/94
Select Capital Appreciation Fund................ 4/30/95
Select Value Opportunity Fund................... 2/20/98
Select Growth Fund.............................. 4/21/94
Select Strategic Growth Fund.................... 2/20/98
Fidelity VIP Growth Portfolio................... 5/1/95
Select Growth and Income Fund................... 4/21/94
Fidelity VIP Equity-Income Portfolio............ 5/1/95
Fidelity VIP High Income Portfolio.............. 5/1/95
Select Income Fund.............................. 4/20/94
Money Market Fund............................... 4/7/94
</TABLE>

C-1
<PAGE>

TABLE 2A
AVERAGE ANNUAL TOTAL RETURNS OF SUB-ACCOUNT
FOR PERIODS ENDING DECEMBER 31, 1999
SINCE INCEPTION OF UNDERLYING FUND
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
UNDERLYING 10 YEARS OR SINCE
FUND FOR YEAR INCEPTION OF
INCEPTION ENDED UNDERLYING FUND
SUB-ACCOUNT INVESTING IN UNDERLYING FUND DATE 12/31/99 5 YEARS IF LESS
- ---------------------------------------- ---------- --------------- -------- -----------------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund.......... 2/20/98
Select International Equity Fund...... 5/2/94
T. Rowe Price International Stock
Portfolio............................ 3/31/94
Select Aggressive Growth Fund......... 8/21/92
Select Capital Appreciation Fund...... 4/28/95
Select Value Opportunity Fund......... 4/30/93
Select Growth Fund.................... 8/21/92
Select Strategic Growth Fund.......... 2/20/98
Fidelity VIP Growth Portfolio......... 10/9/86
Select Growth and Income Fund......... 8/21/92
Fidelity VIP Equity-Income Portfolio... 10/9/86
Fidelity VIP High Income Portfolio.... 9/19/85
Select Income Fund.................... 8/21/92
Money Market Fund..................... 4/29/85
</TABLE>

C-2
<PAGE>
APPENDIX D
SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT

PART 1: SURRENDER CHARGES

FULL SURRENDER -- Assume a payment of $50,000 is made on the issue date and no
additional payments are made. Assume there are no partial withdrawals and that
the Withdrawal Without Surrender Charge Amount is equal to the greater of 10% of
the Accumulated Value or the accumulated earnings in the Contract. The table
below presents examples of the surrender charge resulting from a full surrender,
based on Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE CHARGE AMOUNT PERCENTAGE CHARGE
- -------- ------------ ----------------- ---------- ---------
<S> <C> <C> <C> <C>
1 $54,000.00 $ 5,400.00 6.5% $3,159.00
2 58,320.00 8,320.00 6.0% 3,000.00
3 62,985.60 12,985.60 5.0% 2,500.00
4 68,024.45 18,024.45 4.0% 2,000.00
5 73,466.40 23,466.40 3.0% 1,500.00
6 79,343.72 29,343.72 2.0% 1,000.00
7 85,691.21 35,691.21 1.0% 500.00
8 92,546.51 42,546.51 0.0% 0.00
</TABLE>

WITHDRAWALS -- Assume a payment of $50,000 is made on the issue date and no
additional payments are made. Assume that the Withdrawal Without Surrender
Charge Amount is equal to the greater of 10% of the current Accumulated Value or
the accumulated earnings in the Contract and there are withdrawals as detailed
below. The table below presents examples of the surrender charge resulting from
withdrawals, based on Hypothetical Accumulated Values:

<TABLE>
<CAPTION>
HYPOTHETICAL WITHDRAWAL SURRENDER
CONTRACT ACCUMULATED WITHOUT SURRENDER CHARGE SURRENDER
YEAR VALUE WITHDRAWALS CHARGE AMOUNT PERCENTAGE CHARGE
- -------- ------------ ----------- ----------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
1 $54,000.00 $ 0.00 $ 5,400.00 6.5% $ 0.00
2 58,320.00 0.00 8,320.00 6.0% 0.00
3 62,985.60 0.00 12,985.60 5.0% 0.00
4 68,024.45 30,000.00 18,024.45 4.0% 479.02
5 41,066.40 10,000.00 4,106.64 3.0% 176.80
6 33,551.72 5,000.00 3,355.17 2.0% 32.90
7 30,835.85 10,000.00 3,083.59 1.0% 69.16
8 22,502.72 15,000.00 2,250.27 0.0% 0.00
</TABLE>

D-1
<PAGE>
PART 2: MARKET VALUE ADJUSTMENT

The market value factor is: [(1+i)/(1+j)] to the power of n/365 - 1

The following examples assume:

1. The payment was allocated to a ten-year Guarantee Period Account with a
Guaranteed Interest Rate of 8%.

2. The date of surrender is seven years (2,555 days) from the expiration
date.

3. The value of the Guarantee Period Account is equal to $62,985.60 at the
end of three years.

4. No transfers or withdrawals affecting this Guarantee Period Account have
been made.

5. Surrender charges, if any, are calculated in the same manner as shown in
the examples in Part 1.

NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*

Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1

= [(1+.08)/(1+.10)] to the power of 2555/365 - 1

= (.98182) to the power of 7 - 1

= -.12054

The market value adjustment = The market value factor multiplied by the withdrawal

= -.12054 X $62,985.60

= -$7,592.11
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)*

Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1

= [(1+.08)/(1+.07)] to the power of 2555/365 - 1

= (1.0093) to the power of 7 - 1

= .06694

The market value adjustment = The market value factor multiplied by the withdrawal

= .06694 X $62,985.60

= $4,216.26
</TABLE>

*Uncapped is a straight application of the Market Value Adjustment formula when
the value produced is less than the cap.

D-2
<PAGE>
NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)*

Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1

= [(1+.08)/(1+.11)] to the power of 2555/365 - 1

= (.97297) to the power of 7 - 1

= -.17454

The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the negative of the excess interest earned
over 3%

= Minimum (-.17454 X $62,985.60 or -$8,349.25)

= Minimum (-$10,993.51 or -$8,349.25)

= -$8,349.25
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)*

Assume that on the date of surrender, the current rate (j) is 6.00% or 0.06

<TABLE>
<C> <C> <S>
The market value factor = [(1+i)/(1+j)] to the power of n/365 - 1

= [(1+.08)/(1+.05)] to the power of 2555/365 - 1

= (1.01887) to the power of 7 - 1

= .13981

The market value adjustment = Minimum of the market value factor multiplied by the
withdrawal or the excess interest earned over 3%

The market value factor = Minimum of (.13981 X $62,985.60 or $8,349.25)

= Minimum of ($8,806.02 or $8,349.25)

= $8,349.25
</TABLE>

*Capped takes into account the excess interest part of the Market Value
Adjustment formula when the value produced is greater than the cap.

D-3
<PAGE>
APPENDIX E
THE DEATH BENEFIT

PART 1: DEATH OF THE ANNUITANT

DEATH BENEFIT ASSUMING NO WITHDRAWALS

Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume there are no withdrawals and that the Death Benefit Effective
Annual Yield is equal to 5%. The table below presents examples of the Death
Benefit based on the Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE DEATH DEATH DEATH HYPOTHETICAL
YEAR VALUE ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) DEATH BENEFIT
- -------- ------------ ------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
1 $53,000.00 $0.00 $53,000.00 $52,500.00 $50,000.00 $53,000.00
2 53,530.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 58,883.00 0.00 58,883.00 57,881.25 55,125.00 58,883.00
4 52,994.70 500.00 53,494.70 60,775.31 58,883.00 60,775.31
5 58,294.17 0.00 58,294.17 63,814.08 60,775.31 63,814.08
6 64,123.59 500.00 64,623.59 67,004.78 63,814.08 67,004.78
7 70,535.95 0.00 70,535.95 70,355.02 67,004.78 70,535.95
8 77,589.54 500.00 78,089.54 73,872.77 70,535.95 78,089.54
9 85,348.49 0.00 85,348.49 77,566.41 78,089.54 85,348.49
10 93,883.34 0.00 93,883.34 81,444.73 85,348.49 93,883.34
</TABLE>

Death Benefit (a) is the Accumulated Value increased by any positive Market
Value Adjustment. Death Benefit (b) is the gross payments accumulated daily at
an annual rate of 5% reduced proportionately to reflect withdrawals. Death
Benefit (c) is the death benefit that would have been payable on the most recent
Contract anniversary, increased for subsequent payments, and decreased
proportionately for subsequent withdrawals.

The Hypothetical Death Benefit is equal to the greatest of Death Benefits (a),
(b), or (c)

DEATH BENEFIT ASSUMING WITHDRAWALS

Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume there are withdrawals as detailed in the table below and that
the Death Benefit Effective Annual Yield is equal to 5%. The table below
presents examples of the Death Benefit based on the Hypothetical Accumulated
Value.

<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE DEATH DEATH DEATH HYPOTHETICAL
YEAR VALUE WITHDRAWALS ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) DEATH BENEFIT
- --------------------- ------------ ----------- ------------ ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $53,000.00 $0.00 $0.00 $53,000.00 $52,500.00 $50,000.00 $53,000.00
2 53,530.00 0.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 3,883.00 50,000.00 0.00 3,883.00 4,171.13 3,972.50 4,171.13
4 3,494.70 0.00 500.00 3,994.70 4,379.68 4,171.13 4,379.68
5 3,844.17 0.00 0.00 3,844.17 4,598.67 4,379.68 4,598.67
6 4,228.59 0.00 500.00 4,728.59 4,828.60 4,598.67 4,828.60
7 4,651.45 0.00 0.00 4,651.45 5,070.03 4,828.60 5,070.03
8 5,116.59 0.00 500.00 5,616.59 5,323.53 5,070.03 5,616.59
9 5,628.25 0.00 0.00 5,628.25 5,589.71 5,616.59 5,628.25
10 691.07 5,000.00 0.00 691.07 712.70 683.44 712.70
</TABLE>

E-1
<PAGE>
withdrawals. Death Benefit (c) is the death benefit that would have been payable
on the most recent Contract anniversary, increased for subsequent payments, and
decreased proportionately for subsequent withdrawals.

The Hypothetical Death Benefit is equal to the greatest of Death Benefits (a),
(b), or (c)

PART 2: DEATH OF THE OWNER WHO IS NOT THE ANNUITANT

Assume a payment of $50,000 is made on the issue date and no additional payments
are made. Assume there are no partial withdrawals. The table below presents
examples of the Death Benefit based on the Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL
CONTRACT ACCUMULATED MARKET VALUE HYPOTHETICAL
YEAR VALUE ADJUSTMENT DEATH BENEFIT
- -------- ------------ ------------ -------------
<S> <C> <C> <C>
1 $53,000.00 $0.00 $53,000.00
2 53,530.00 500.00 54,030.00
3 58,883.00 0.00 58,883.00
4 52,994.70 500.00 53,494.70
5 58,294.17 0.00 58,294.17
6 64,123.59 500.00 64,623.59
7 70,535.95 0.00 70,535.95
8 77,589.54 500.00 78,089.54
9 85,348.49 0.00 85,348.49
10 93,883.34 0.00 93,883.34
</TABLE>

The Hypothetical Death Benefit is the Accumulated Value increased by any
positive Market Value Adjustment

E-2
<PAGE>
APPENDIX F
DIFFERENCES UNDER THE ALLMERICA SELECT RESOURCE I CONTRACT

1. The Guarantee Period Accounts are not available under Allmerica Select
Resource I.

2. The waiver of surrender charge offered in Allmerica Select Resource II if
you become disabled prior to age 65, are diagnosed with a terminal illness
or remain confined in a nursing home for the later of one year after issue
or 90 days (see "Elimination or Reduction of Surrender Charges") is not
available under Allmerica Select Resource I. NOTE: THE WAIVERS FOR TERMINAL
ILLNESS AND FOR CONFINEMENT IN A NURSING HOME ARE NOT AVAILABLE IN NEW YORK
OR NEW JERSEY UNDER EITHER ALLMERICA SELECT RESOURCE I OR ALLMERICA SELECT
RESOURCE II.

3. The Withdrawal Without Surrender Charge privilege under Allmerica Select
Resource I does not provide access to cumulative earnings without charge. In
addition, the 10% free amount is based on the prior December 31 Accumulated
Value rather than 10% of the Accumulated Value as of the date the withdrawal
request is received.

4. The death benefit under Allmerica Select Resource I is the greatest of: 1)
total payments less any withdrawals; 2) the Contract's Accumulated Value on
the Valuation Date that the Company receives proof of death; or 3) the
amount that would have been payable as a death benefit on the most recent
fifth Contract anniversary, increased to reflect additional payments and
reduced to reflect withdrawals since that date.

5. Any payment to the Fixed Account offered under Allmerica Select Resource I
must be at least $500 and is locked in for one year from the date of
deposit. At the end of one year, a payment may be transferred or renewed in
the Fixed Account for another full year at the guaranteed rate in effect on
that date. The minimum guaranteed rate is 3 1/2%. The Fixed Account is not
available to Owners who purchased Allmerica Select Resource I in Oregon. The
Fixed Account offered under Allmerica Select Resource I in Massachusetts
does not contain any age restrictions. (See APPENDIX A for discussion of
Fixed Account under Allmerica Select Resource II)

6. The $30 Contract fee under Allmerica Select Resource I is not waived under
any circumstances.

7. If you select a variable period certain annuity option, the dollar amount of
the first periodic annuity benefit payment is determined by multiplying
(1) the Accumulated Value applied under that option (less premium taxes, if
any) divided by $1,000, by (2) the applicable amount of the first monthly
payment per $1,000 of value.

F-1
<PAGE>
8. Because of the differences between the free withdrawal provisions and the
application of the Contract fee, the following examples apply to the
Allmerica Select Resource I contract rather than the examples on pages 8, 9
and 10 of this prospectus:

<TABLE>
<CAPTION>
1(A) WITH SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------------- ------ ------- ------- --------
<S> <C> <C> <C> <C>
Select Emerging Markets Fund...............................
Select International Equity Fund...........................
T. Rowe Price International Stock Portfolio................
Select Aggressive Growth Fund..............................
Select Capital Appreciation Fund...........................
Select Value Opportunity Fund..............................
Select Growth Fund.........................................
Select Strategic Growth Fund...............................
Fidelity VIP Growth Portfolio..............................
Select Growth and Income Fund..............................
Fidelity VIP Equity-Income Portfolio.......................
Fidelity VIP High Income Portfolio.........................
Select Income Fund.........................................
Money Market Fund..........................................

<CAPTION>
1(B) WITH SURRENDER CHARGE AND WITH ELECTION OF A MINIMUM GUARANTEED ANNUITY
PAYOUT RIDER(1) WITH A TEN-YEAR WAITING PERIOD 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------- ------ ------- ------- --------
Select Emerging Markets Fund.
<S> <C> <C> <C> <C>
Select International Equity Fund....................................
T. Rowe Price International Stock Portfolio.........................
Select Aggressive Growth Fund.......................................
Select Capital Appreciation Fund....................................
Select Value Opportunity Fund.......................................
Select Growth Fund..................................................
Select Strategic Growth Fund........................................
Fidelity VIP Growth Portfolio.......................................
Select Growth and Income Fund.......................................
Fidelity VIP Equity-Income Portfolio................................
Fidelity VIP High Income Portfolio..................................
Select Income Fund..................................................
Money Market Fund...................................................

<CAPTION>
2(A) WITHOUT SURRENDER CHARGE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ----------------------------- ------ ------- ------- --------
Select Emerging Markets Fund.
<S> <C> <C> <C> <C>
Select International Equity Fund....................................
T. Rowe Price International Stock Portfolio.........................
Select Aggressive Growth Fund.......................................
Select Capital Appreciation Fund....................................
Select Value Opportunity Fund.......................................
Select Growth Fund..................................................
Select Strategic Growth Fund........................................
Fidelity VIP Growth Portfolio.......................................
Select Growth and Income Fund.......................................
Fidelity VIP Equity-Income Portfolio................................
Fidelity VIP High Income Portfolio..................................
Select Income Fund..................................................
Money Market Fund...................................................
</TABLE>

F-2
<PAGE>
<TABLE>
<CAPTION>
2(B) WITHOUT SURRENDER CHARGE AND WITH ELECTION OF A MINIMUM GUARANTEED ANNUITY
PAYOUT RIDER(1) WITH A TEN-YEAR WAITING PERIOD 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- ---------------------------------------------- ------ ------- ------- --------
Select Emerging Markets Fund.
<S> <C> <C> <C> <C>
Select International Equity Fund.....................................
T. Rowe Price International Stock Portfolio..........................
Select Aggressive Growth Fund........................................
Select Capital Appreciation Fund.....................................
Select Value Opportunity Fund........................................
Select Growth Fund...................................................
Select Strategic Growth Fund.........................................
Fidelity VIP Growth Portfolio........................................
Select Growth and Income Fund........................................
Fidelity VIP Equity-Income Portfolio.................................
Fidelity VIP High Income Portfolio...................................
Select Income Fund...................................................
Money Market Fund....................................................
</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 option rates listed under the Annuity Option Tables in
your Contract.

The total contract fees collected under the Contracts by the Company are divided
by the total average net assets attributable to the Contracts. The resulting
percentage is 0.060%, and the amount of the contract fee is assumed to be $0.60
in the Examples.

F-3
<PAGE>
APPENDIX G
CONDENSED FINANCIAL INFORMATION
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
ALLMERICA SELECT SEPARATE ACCOUNT

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECT EMERGING MARKETS
Unit Value:
Beginning of Period.......... 0.776 1.000 N/A N/A N/A N/A N/A N/A
End of Period................ 1.268 0.776 N/A N/A N/A N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 14,502 5,209 N/A N/A N/A N/A N/A N/A
SELECT INTERNATIONAL EQUITY
Unit Value:
Beginning of Period.......... 1.608 1.400 1.357 1.128 0.956 1.000 N/A N/A
End of Period................ 2.089 1.608 1.400 1.357 1.128 0.956 N/A N/A
Units Outstanding at End of
Period (in thousands)......... 109,511 103,028 93,170 60,304 35,558 22,183 N/A N/A
T. ROWE PRICE INTERNATIONAL
STOCK
Unit Value:
Beginning of Period.......... 1.398 1.223 1.203 1.065 1.000 N/A N/A N/A
End of Period................ 1.837 1.398 1.223 1.203 1.065 N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 49,814 41,458 33,977 16,510 4,066 N/A N/A N/A
SELECT AGGRESSIVE GROWTH
Unit Value:
Beginning of Period.......... 2.637 2.419 2.066 1.768 1.354 1.405 1.192 1.192
End of Period................ 3.606 2.637 2.419 2.066 1.768 1.354 1.405 1.192
Units Outstanding at End of
Period (in thousands)......... 85,192 86,699 81,233 64,262 51,006 36,330 17,538 5,123
SELECT CAPITAL APPRECIATION
Unit Value:
Beginning of Period.......... 1.878 1.672 1.484 1.383 1.000 N/A N/A N/A
End of Period................ 2.321 1.878 1.672 1.484 1.383 N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 62,949 54,789 43,733 24,257 5,424 N/A N/A N/A
SELECT VALUE OPPORTUNITY
Unit Value:
Beginning of Period.......... 0.989 1.000 N/A N/A N/A N/A N/A N/A
End of Period................ 0.929 0.989 N/A N/A N/A N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 43,839 18,240 N/A N/A N/A N/A N/A N/A
SELECT GROWTH
Unit Value
Beginning of Period.......... 2.793 2.091 1.582 1.315 1.069 1.101 1.104 1.000
End of Period................ 3.575 2.793 2.091 1.582 1.315 1.069 1.101 1.104
Units Outstanding at End of
Period (in thousands)......... 134,059 120,538 98,533 68,193 53,073 38,752 20,366 5,246
</TABLE>

G-1
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
1999 1998 1997 1996 1995 1994 1993 1992
-------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SELECT STRATEGIC GROWTH
Unit Value
Beginning of Period.......... 0.964 1.000 N/A N/A N/A N/A N/A N/A
End of Period................ 1.103 0.964 N/A N/A N/A N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 17,712 8,709 N/A N/A N/A N/A N/A N/A
FIDELITY VIP GROWTH
Unit Value:
Beginning of Period.......... 2.340 1.701 1.397 1.235 1.000 N/A N/A N/A
End of Period................ 3.171 2.340 1.701 1.397 1.235 N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 90,071 63,055 45,772 24,745 6,677 N/A N/A N/A
SELECT GROWTH AND INCOME
Unit Value:
Beginning of Period.......... 2.292 1.996 1.652 1.382 1.074 1.082 0.994 1.000
End of Period................ 2.676 2.292 1.996 1.652 1.382 1.074 1.082 0.994
Units Outstanding at End of
Period (in thousands)......... 140,727 129,119 106,800 77,919 61,942 43,292 20,983 22,339
FIDELITY VIP EQUITY-INCOME
Unit Value:
Beginning of Period.......... 1.867 1.696 1.342 1.191 1.000 N/A N/A N/A
End of Period................ 1.957 1.867 1.696 1.342 1.191 N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 114,059 95,537 65,130 31,681 9,213 N/A N/A N/A
FIDELITY VIP HIGH INCOME
Unit Value:
Beginning of Period.......... 1.350 1.430 1.233 1.096 1.000 N/A N/A N/A
End of Period................ 1.439 1.350 1.430 1.233 1.096 N/A N/A N/A
Units Outstanding at End of
Period (in thousands)......... 87,413 74,986 50,470 23,051 6,714 N/A N/A N/A
SELECT INCOME
Unit Value:
Beginning of Period.......... 1.371 1.301 1.208 1.186 1.028 1.095 1.001 1.000
End of Period................ 1.340 1.371 1.301 1.208 1.186 1.028 1.095 1.001
Units Outstanding at End of
Period (in thousands)......... 110,437 102,171 72,394 58,751 46,845 32,823 18,320 5,372
MONEY MARKET
Unit Value:
Beginning of Period.......... 1.227 1.179 1.133 1.091 1.045 1.019 1.003 1.000
End of Period................ 1.272 1.227 1.179 1.133 1.091 1.045 1.019 1.003
Units Outstanding at End of
Period (in thousands)......... 127,048 92,796 65,441 60,691 45,589 31,836 19,802 1,447
</TABLE>

G-2
<PAGE>
CONDENSED FINANCIAL INFORMATION
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
ALLMERICA SELECT SEPARATE ACCOUNT

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
1999 1998 1997 1996 1995 1994
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
SELECT EMERGING MARKETS
Unit Value:
Beginning of Period........................ 0.776 1.000 N/A N/A N/A N/A
End of Period.............................. 1.268 0.776 N/A N/A N/A N/A
Units Outstanding at End of Period (in
thousands).................................. 1,090 582 N/A N/A N/A N/A
SELECT INTERNATIONAL EQUITY
Unit Value:
Beginning of Period........................ 1.608 1.400 1.356 1.128 0.956 1.000
End of Period.............................. 2.088 1.608 1.400 1.356 1.128 0.956
Units Outstanding at End of Period (in
thousands).................................. 7,072 6,291 5,132 3,481 1900 695
T. ROWE PRICE INTERNATIONAL STOCK
Unit Value:
Beginning of Period........................ 1.397 1.223 1.203 1.065 1.000 N/A
End of Period.............................. 1.837 1.397 1.223 1.203 1.065 N/A
Units Outstanding at End of Period (in
thousands).................................. 3,324 2,591 1,693 1,170 265 N/A
SELECT AGGRESSIVE GROWTH
Unit Value:
Beginning of Period........................ 1.948 1.786 1.526 1.305 1.044 1.000
End of Period.............................. 2.663 1.948 1.786 1.526 1.305 1.044
Units Outstanding at End of Period (in
thousands).................................. 6,606 6,449 5,305 4,013 2,393 756
SELECT CAPITAL APPRECIATION
Unit Value:
Beginning of Period........................ 1.878 1.672 1.484 1.383 1.000 N/A
End of Period.............................. 2.321 1.878 1.672 1.484 1.383 N/A
Units Outstanding at End of Period (in
thousands).................................. 3,247 2,662 1,914 1,366 391 N/A
SELECT VALUE OPPORTUNITY
Unit Value:
Beginning of Period........................ 1.000 N/A N/A N/A N/A N/A
End of Period.............................. 0.929 N/A N/A N/A N/A N/A
Units Outstanding at End of Period (in
thousands).................................. 2,790 N/A N/A N/A N/A N/A
SELECT GROWTH
Unit Value
Beginning of Period........................ 1.000 N/A N/A N/A N/A N/A
End of Period.............................. 1.103 N/A N/A N/A N/A N/A
Units Outstanding at End of Period (in
thousands).................................. 1,461 N/A N/A N/A N/A N/A
SELECT STRATEGIC GROWTH
Unit Value
Beginning of Period........................ 0.964 1.000 N/A N/A N/A N/A
End of Period.............................. 1.103 0.964 N/A N/A N/A N/A
Units Outstanding at End of Period (in
thousands).................................. 1,655 694 N/A N/A N/A N/A
FIDELITY VIP GROWTH
Unit Value:
Beginning of Period........................ 2.340 1.701 1.397 1.235 1.000 N/A
End of Period.............................. 3.171 2.340 1.701 1.397 1.235 N/A
Units Outstanding at End of Period (in
thousands).................................. 5,957 3,567 2,198 1,326 262 N/A
</TABLE>

G-3
<PAGE>

G-4
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PAYMENT DEFERRED VARIABLE AND FIXED ANNUITY CONTRACTS
FUNDED THROUGH

SUB-ACCOUNTS OF

ALLMERICA SELECT SEPARATE ACCOUNT

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE READ
IN CONJUNCTION WITH THE ALLMERICA SELECT RESOURCE I AND II PROSPECTUS OF
ALLMERICA SELECT SEPARATE ACCOUNT DATED MAY 1, 2000 ("THE PROSPECTUS"). THE
PROSPECTUS MAY BE OBTAINED FROM ANNUITY CLIENT SERVICES, ALLMERICA FINANCIAL
LIFE INSURANCE AND ANNUITY COMPANY, 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS
01653, TELEPHONE 1-800-366-1492.

DATED MAY 1, 2000

AFLIAC Select Resource I & II
<PAGE>

TABLE OF CONTENTS
<S> <C>
GENERAL INFORMATION AND HISTORY..................................................................2

TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT
AND THE COMPANY.............................................................................3

SERVICES.........................................................................................3

UNDERWRITERS.....................................................................................3

ANNUITY BENEFIT PAYMENTS.........................................................................4

EXCHANGE OFFER...................................................................................5

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM......................................7

PERFORMANCE INFORMATION..........................................................................7

FINANCIAL STATEMENTS...........................................................................F-1
</TABLE>

GENERAL INFORMATION AND HISTORY

Allmerica Select Separate Account (the "Variable Account") is a separate
investment account of Allmerica Financial Life Insurance and Annuity Company
(the "Company") authorized by vote of its Board of Directors on March 2, 1992.
The Company is a life insurance company organized under the laws of Delaware in
July 1974. Its principal office (the "Principal Office") is located at 440
Lincoln Street, Worcester, Massachusetts 01653, telephone (508) 855-1000. The
Company is subject to the laws of the State of Delaware governing insurance
companies and to regulation by the Commissioner of Insurance of Delaware. In
addition, the Company is subject to the insurance laws and regulations of other
states and jurisdictions in which it is licensed to operate. As of December 31,
1999, the Company had over $17 billion in assets and over $26 billion of life
insurance in force.

Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is a wholly owned subsidiary of First Allmerica Financial Life Insurance Company
("First Allmerica") which, in turn, is a wholly owned subsidiary of Allmerica
Financial Corporation ("AFC"). First Allmerica, originally organized under the
laws of Massachusetts in 1844 as a mutual life insurance company, and known as
State Mutual Life Assurance Company of America, converted to a stock life
insurance company and adopted its present name on October 16, 1995. First
Allmerica is among the five oldest life insurance companies in America. As of
December 31, 1999, First Allmerica and its subsidiaries (including the Company)
had over $8 billion in combined assets and over $43 billion in life insurance in
force.

Currently, 14 Sub-Accounts of the Variable Account are available under the
Allmerica Select Resource II contract and the Allmerica Select Resource I
contract, a predecessor contract no longer being sold (the "Contract".) Each
Sub-Account invests in a corresponding investment portfolio of Allmerica
Investment Trust (the "Trust"), Fidelity Variable Insurance Products Fund
("Fidelity VIP"), or T. Rowe Price International Series, Inc. ("T. Rowe Price").
The Trust is managed by Allmerica Financial Investment Management Services, Inc.
Fidelity VIP is managed by Fidelity Management & Research Company ("FMR"). The
T. Rowe Price International Stock Portfolio of T. Rowe Price is managed by Rowe
Price-Fleming International, Inc.

2
<PAGE>

The Trust, Fidelity VIP and T. Rowe Price are open-end, diversified management
investment companies. Ten different funds of the Trust are available under the
Contract: the Select Emerging Markets Fund, Select International Equity Fund,
Select Aggressive Growth Fund, Select Capital Appreciation Fund, Select Value
Opportunity Fund, Select Growth Fund, Select Strategic Growth Fund, Select
Growth and Income Fund, Select Income Fund, and the Money Market Fund. Three
portfolios of Fidelity VIP are available under the Contract: the Fidelity VIP
High Income Portfolio, Fidelity VIP Equity-Income Portfolio, and Fidelity VIP
Growth Portfolio. One portfolio of T. Rowe Price is available under the
Contract: the T. Rowe Price International Stock Portfolio. Each Fund and
Portfolio available under the Contract (together, the "Underlying Funds") has
its own investment objectives and certain attendant risks.

TAXATION OF THE CONTRACT, THE VARIABLE
ACCOUNT AND THE COMPANY

The Company currently imposes no charge for taxes payable in connection with the
Contract, other than for state and local premium taxes and similar assessments
when applicable. The Company reserves the right to impose a charge for any other
taxes that may become payable in the future in connection with the Contract or
the Variable Account.

The Variable Account is considered to be a part of and taxed with the operations
of the Company. The Company is taxed as a life insurance company under
subchapter L of the Internal Revenue Code (the "Code"), and files a consolidated
tax return with its affiliated companies.

The Company reserves the right to make a charge for any effect which the income,
assets or existence of the Contract or the Variable Account may have upon its
tax. Such charge for taxes, if any, will be assessed on a fair and equitable
basis in order to preserve equity among classes of Contract Owners ("Owners").
The Variable Account presently is not subject to tax.

SERVICES

CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of the
Variable Account. Underlying Fund shares owned by the Sub-Accounts are held on
an open account basis. A Sub-Account's ownership of Underlying Fund shares is
reflected on the records of the Underlying Fund and is not represented by any
transferable stock certificates.

EXPERTS. The financial statements of the Company as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999, and
the financial statements of the Allmerica Select Separate Account of the Company
as of December 31, 1999 and for the periods indicated, included in this
Statement of Additional Information constituting part of this Registration
Statement, have been so included in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The financial statements of the Company included herein should be considered
only as bearing on the ability of the Company to meet its obligations under the
Contract.

UNDERWRITERS

Allmerica Investments, Inc. ("Allmerica Investments"), a registered
broker-dealer under the Securities Exchange Act of 1934 and a member of the
National Association of Securities Dealers, Inc. ("NASD"), serves as principal
underwriter and general distributor for the Contract pursuant to a contract with
Allmerica Investments, the Company and the Variable Account. Allmerica
Investments distributes the Contract on a best-efforts basis. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653 was
organized in 1969 as a wholly owned subsidiary of First Allmerica and presently
is indirectly wholly owned by First Allmerica.

3
<PAGE>

The Contract offered by this Prospectus is offered continuously, and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable annuity
contracts.

All persons selling the Contract are required to be licensed by their respective
state insurance authorities for the sale of variable annuity contracts. The
Company pays commissions, not to exceed 7.0% of purchase payments, to entities
which sell the Contract. To the extent permitted by NASD rules, promotional
incentives or payments also may be provided to such entities based on sales
volumes, the assumption of wholesaling functions or other sales-related
criteria. Additional payments may be made for other services not directly
related to the sale of the Contract, including the recruitment and training of
personnel, production of promotional literature and similar services.

Commissions paid by the Company do not result in any charge to Owners or to the
Variable Account in addition to the charges described under "CHARGES AND
DEDUCTIONS" in the Prospectus. The Company intends to recoup the commission and
other sales expense through a combination of anticipated surrender, withdrawal
and/or annuitization charges, profits from the Company's general account,
including the investment earnings on amounts allocated to accumulate on a fixed
basis in excess of the interest credited on fixed accumulations by the Company,
and the profit, if any, from the mortality and expense risk charge.

The aggregate amounts of commissions paid to Allmerica Investments for sales of
all contracts funded by Allmerica Select Separate Account (including contracts
not described in the Prospectus) for the years 1997, 1998 and 1999 were
$25,862,219, $31,179,269 and $29,686,895.

No commissions were retained by Allmerica Investments for sales of all contracts
funded by Allmerica Select Separate Account (including contracts not described
in the Prospectus) for the years 1997, 1998 and 1999.

ANNUITY BENEFIT PAYMENTS

The method by which the Accumulated Value under the Contract is determined is
described in detail under "Computation of Values" in the Prospectus.

ILLUSTRATION OF ACCUMULATION UNIT CALCULATION USING HYPOTHETICAL EXAMPLE. The
Accumulation Unit calculation for a daily Valuation Period may be illustrated by
the following hypothetical example: Assume that the assets of a Sub-Account at
the beginning of a one-day Valuation Period were $5,000,000; that the value of
an Accumulation Unit on the previous date was $1.135000; and that during the
Valuation Period, the investment income and net realized and unrealized capital
gains exceed net realized and unrealized capital losses by $1,675. The
Accumulation Unit Value at the end of the current Valuation Period would be
calculated as follows:

<TABLE>
<S> <C> <C>
(1) Accumulation Unit Value -- Previous Valuation Period........................................$ 1.135000

(2) Value of Assets -- Beginning of Valuation Period............................................$5,000,000

(3) Excess of Investment Income and Net Gains Over Capital Losses...................................$1,675

(4) Adjusted Gross Investment Rate for the Valuation Period (3) divided by ( 2)..................0.000335

(5) Annual Charge (one-day equivalent of 1.40% per annum)........................................0.000039

(6) Net Investment Rate (4) - (5)...............................................................0.000296
</TABLE>

4
<PAGE>

<TABLE>
<S> <C> <C>
(7) Net Investment Factor 1.000000 + (6).........................................................1.000296

(8) Accumulation Unit Value -- Current Period (1) x (7).........................................$ 1.135336
</TABLE>

Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains of $1,675, the
Accumulation Unit Value at the end of the Valuation Period would have been
$1.134576.

The method for determining the amount of annuity benefit payments is described
in detail under "Annuity Benefit Payments" in the Prospectus.

ILLUSTRATION OF VARIABLE ANNUITY BENEFIT PAYMENT CALCULATION USING HYPOTHETICAL
EXAMPLE. The determination of the Annuity Unit value and the variable annuity
benefit payment may be illustrated by the following hypothetical example: Assume
an Annuitant has 40,000 Accumulation Units in a Variable Account, and that the
value of an Accumulation Unit on the Valuation Date used to determine the amount
of the first variable annuity benefit payment is $1.120000. Therefore, the
Accumulated Value of the Contract is $44,800 (40,000 x $1.120000). Assume also
that the Owner elects an option for which the first monthly payment is $6.57 per
$1,000 of Accumulated Value applied. Assuming no premium tax or surrender
charge, the first monthly payment would be $44.80 ($44,800 divided by $1,000)
multiplied by $6.57, or $294.34.

Next, assume that the Annuity Unit Value for the assumed interest rate of 3.5%
per annum for the Valuation Date as of which the first payment was calculated
was $1.100000. Annuity Unit Values will not be the same as Accumulation Unit
Values because the former reflect the 3.5% assumed interest rate used in the
annuity rate calculations. When the Annuity Unit Value of $1.100000 is divided
into the first monthly payment, the number of Annuity Units represented by that
payment is determined to be 267.5818. The value of this same number of Annuity
Units will be paid in each subsequent month under most options. Assume further
that the net investment factor for the Valuation Period applicable to the next
annuity benefit payment is 1.000190. Multiplying this factor by .999906 (the
one-day adjustment factor for the assumed interest rate of 3.5% per annum)
produces a factor of 1.000096. This then is multiplied by the Annuity Unit Value
on the immediately preceding Valuation Date (assumed here to be $1.105000). The
result is an Annuity Unit Value of $1.105106 for the current monthly payment.
The current monthly payment then is determined by multiplying the number of
Annuity Units by the current Annuity Unit Value, or 267.5818 times $1.105106,
which produces a current monthly payment of $295.71.

METHOD FOR DETERMINING COMMUTED VALUE ON VARIABLE ANNUITY PERIOD CERTAIN OPTIONS
AND ILLUSTRATION USING HYPOTHETICAL EXAMPLE. The Contract offers both commutable
and non-commutable period certain annuity options. A commutable option gives the
Annuitant the right to exchange any remaining payments for a lump sum payment
based on the commuted value. The Commuted Value is the present value of
remaining payments calculated at 3.5% interest. The determination of the
Commuted Value may be illustrated by the following hypothetical example.

Assume a commutable period certain option is elected. The number of Annuity
Units on which each payment is based would be calculated using the Surrender
Value less any premium tax rather than the Accumulated Value. Assume this
results in 250.0000 Annuity Units. Assume the Commuted Value is requested with
60 monthly payments remaining and a current Annuity Unit Value of $1.200000.
Based on these assumptions, the dollar amount of remaining payments would be
$300 a month for 60 months. The present value at 3.5% of all remaining payments
would be $16,560.72.

EXCHANGE OFFER

A. VARIABLE ANNUITY CONTRACT EXCHANGE OFFER

The Company will permit Owners of certain variable annuity contracts, described
below, to exchange their

5
<PAGE>

contracts at net asset value for the variable annuity contract described in
the Prospectus, which is issued on Form No. A3025-96 or a state variation
thereof ("new Contract"). The Company reserves the right to suspend this
exchange offer at any time.

This offer applies to the exchange of the Company's Elective Payment Variable
Annuity contracts issued on Forms A3012-79 and A3013-79 ("Elective Payment
Exchanged Contract," all such contracts having numbers with a "JQ" or "JN"
prefix), and Single Payment Variable Annuity contracts issued on Forms A3014-79
and A3015-79 ("Single Payment Exchanged Contract," all such contracts having
numbers with a "KQ" or "KN" prefix). These contracts are referred to
collectively as the "Exchanged Contract." To effect an exchange, the Company
should receive (1) a completed application for the new Contract, (2) the
contract being exchanged, and (3) a signed Letter of Awareness.

SURRENDER CHARGE COMPUTATION. No surrender charge otherwise applicable to the
Exchanged Contract will be assessed as a result of the exchange. Instead, the
surrender charge under the new Contract will be computed as if the payments that
had been made to the Exchanged Contract were made to the new Contract, as of the
date of issue of the Exchanged Contract. Any additional payments to the new
Contract after the exchange will be subject to the surrender charge computation
outlined in the new Contract and the Prospectus; i.e., the charge will be
computed based on the number of years that the additional payment (or portion of
that payment) that is being withdrawn has been credited to the new Contract.

SUMMARY OF DIFFERENCES BETWEEN THE EXCHANGED CONTRACT AND THE NEW CONTRACT. The
new Contract and the Exchanged Contract differ substantially as summarized
below. There may be additional differences important to a person considering an
exchange, and the Prospectuses for the new Contract and the Exchanged Contract
should be reviewed carefully before the exchange request is submitted to the
Company.

SURRENDER CHARGE. The surrender charge under the new Contract, as described in
the Prospectus, imposes higher charge percentages against the excess amount
redeemed than the Exchanged Contract and, in the case of a Single Payment
Exchanged Contract, applies the charge for a greater number of years. In
addition, if an Elective Payment Exchanged Contract was issued more than nine
years before the date of an exchange under this offer, additional payments to
the Exchanged Contract would not be subject to a surrender charge. New payments
to the new Contract may be subject to a charge if withdrawn prior to the
surrender charge period described in the Prospectus.

CONTRACT FEE. Under the new Contract, the Company deducts a $30 fee on each
Contract anniversary and at surrender if the Accumulated Value is less than
$50,000. This fee is waived if the new Contract is part of a 401(k) plan. No
Contract fees are charged on the Single Payment Exchanged Contract. A $9
semi-annual fee is charged on the Elective Payment Variable Exchanged Contract
if the Accumulated Value is $10,000 or less.

VARIABLE ACCOUNT ADMINISTRATIVE EXPENSE CHARGE. Under the new Contract, the
Company assesses each Sub-Account a daily administrative expense charge at an
annual rate of 0.15% of the average daily net assets of the Sub-Account. No
administrative expense charge based on a percentage of Sub-Account assets is
imposed under the Exchanged Contract.

TRANSFER CHARGE. No charge for transfers is imposed under the Exchanged
Contract. Currently, no transfer charge is imposed under the new Contract;
however, the Company reserves the right to assess a charge not to exceed $25 for
each transfer after the twelfth in any Contract year.

ANNUITY TABLES. The Exchanged Contract contains higher guaranteed annuity
rates.

INVESTMENTS. Accumulated Values and payments under the new Contract may be
allocated to significantly more investment options than are available under the
Exchanged Contract.

DEATH BENEFIT. The Exchanged Contract offers a death benefit that is guaranteed
to be the greater of a

6
<PAGE>

Contract's Accumulated Value or gross payments made (less withdrawals). At the
time an exchange is processed, the Accumulated Value of the Exchanged Contract
becomes the "payment" for the new Contract.

Therefore, prior purchase payments made under the Exchanged Contract (if higher
than the Exchanged Contract's Accumulated Value) no longer are a basis for
determining the death benefit under the new Contract. Consequently, whether the
initial minimum death benefit under the new Contract is greater than, equal to,
or less than, the death benefit of the Exchanged Contract depends on whether the
Accumulated Value transferred to the new Contract is greater than, equal to, or
less than, the gross payments under the Exchanged Contract. In addition, under
the Exchanged Contract, the amount of any prior withdrawals is subtracted from
the value of the death benefit. Under the new Contract, where there is a
reduction in the death benefit amount due to a prior withdrawal, the value of
the death benefit is reduced in the same proportion that the new Contract's
Accumulated Value was reduced on the date of the withdrawal.

B. FIXED ANNUITY EXCHANGE OFFER

This exchange offer also applies to all fixed annuity contracts issued by the
Company's subsidiary, AFLIAC. A fixed annuity contract to which this exchange
offer applies may be exchanged at net asset value for the Contract described in
the Prospectus, subject to the same provisions for effecting the exchange and
for applying the new Contract's surrender charge as described above for variable
annuity contracts. The Prospectus should be read carefully before making such
exchange. Unlike a fixed annuity, the new Contract's value is not guaranteed and
will vary depending on the investment performance of the Underlying Funds to
which it is allocated. The new Contract has a different charge structure than a
fixed annuity contract, which includes not only a surrender charge that may vary
from that of the class of contracts to which the exchanged fixed contract
belongs, but also Contract fees, mortality and expense risk charges (for the
Company's assumption of certain mortality and expense risks), administrative
expense charges, transfer charges (for transfers permitted among Sub-Accounts
and the Fixed Account), and expenses incurred by the Underlying Funds.
Additionally, the interest rates offered under the Fixed Account of the new
Contract and the Annuity Tables for determining minimum annuity benefit payments
may be different from those offered under the exchanged fixed contract.

C. EXERCISE OF "FREE-LOOK PROVISION" AFTER ANY EXCHANGE

Persons who, under the terms of this exchange offer, exchange their contract for
the new Contract and subsequently cancel the new Contract within the time
permitted, as described in the sections of the Prospectus captioned "Right to
Cancel Individual Retirement Annuity" and "Right to Cancel All Other Contracts,"
will have their exchanged contract automatically reinstated as of the date of
cancellation. The refunded amount will be applied as the new current Accumulated
Value under the reinstated contract, which may be more or less than it would
have been had no exchange and reinstatement occurred. The refunded amount will
be allocated initially among the Fixed Account and Sub-Accounts of the
reinstated contract in the same proportion that the value in the Fixed Account
and the value in each Sub-Account bore to the transferred Accumulated Value on
the date of the exchange of the contract for the new Contract. For purposes of
calculating any surrender charge under the reinstated contract, the reinstated
contract will be deemed to have been issued and to have received past purchase
payments as if there had been no exchange.

ENHANCED AUTOMATIC TRANSFER (DOLLAR COST AVERAGING) PROGRAM

To the extent permitted by law, the Company reserves the right to offer an
Enhanced Automatic Transfer (Dollar Cost Averaging) Program from time to time.
If an Owner elects automatic transfers while the enhanced program is in effect,
the Company will credit an enhanced interest rate to eligible payments made to
the Enhanced Automatic Transfer Program. Eligible payments:

- - must be new payments to the Contract, including the initial payment,

7
<PAGE>

- - must be allocated to the Fixed Account, which will be the source
account,

- - must be automatically transferred out of the Fixed Account to one or
more Sub-Accounts over a specified time period, and

- - will receive the enhanced rate while they remain in the Fixed Account.

Any new eligible payments made to an existing Enhanced Automatic Transfer
program will start a new Enhanced Automatic Transfer program. In this case, the
following rules apply:

- - The money remaining in the Fixed Account from the original program
will be combined with the new eligible payment to determine the
new monthly transfer amount.

- - The new monthly transfer amount will be transferred out of the
Fixed Account in accordance with the allocation instructions
specified for the new payment. If no allocation instructions are
specified with the new eligible payment, the allocation
instructions for the original eligible payment will be used. The
new monthly transfer amount will be transferred out of the Fixed
Account on a LIFO (last-in, first-out basis) to the selected
Sub-Accounts on the date designated for the new eligible payment.

- - A new enhanced interest rate may be applied to the new eligible
payment, while the money remaining in the Fixed Account from the
original program will continue to receive the enhanced rate in
effect at the time the older payment was received.

PERFORMANCE INFORMATION

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the Prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other material information on various
topics of interest to Owners and prospective Owners. These topics may include
the relationship between sectors of the economy and the economy as a whole and
its effect on various securities markets, investment strategies and techniques
(such as value investing, market timing, dollar cost averaging, asset
allocation, constant ratio transfer and account rebalancing), the advantages and
disadvantages of investing in tax-deferred and taxable investments, customer
profiles and hypothetical purchase and investment scenarios, financial
management and tax and retirement planning, and investment alternatives to
certificates of deposit and other financial instruments, including comparisons
between the Contract and the characteristics of and market for such financial
instruments. Total return data and supplemental total return information may be
advertised based on the period of time that an Underlying Fund and/or an
underlying Sub-Account have been in existence, even if longer than the period of
time that the Contract has been offered. The results for any period prior to a
Contract being offered will be calculated as if the Contract had been offered
during that period of time, with all charges assumed to be those applicable to
the Contract.

TOTAL RETURN

"Total Return" refers to the total of the income generated by an investment in a
Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specified period, reduced
by the Sub-Account's asset charge and any applicable surrender charge which
would be assessed upon complete withdrawal of the investment.

Total Return figures are calculated by standardized methods prescribed by rules
of the Securities and Exchange Commission ("SEC"). The quotations are computed
by finding the average annual compounded rates of return over the specified
periods that would equate the initial amount invested to the ending redeemable
values,

8
<PAGE>

according to the following formula:

P(1 + T) (n) = ERV

Where: P = a hypothetical initial payment to the Variable
Account of $1,000

T = average annual total return

n = number of years

ERV = the ending redeemable value of the $1,000 payment at
the end of the specified period

The calculation of Total Return includes the annual charges against the assets
of the Sub-Account. This charge is 1.40% on an annual basis. The calculation of
ending redeemable value assumes (1) the Contract was issued at the beginning of
the period, and (2) a complete surrender of the Contract at the end of the
period. The deduction of the surrender charge, if any, applicable at the end of
the period is included in the calculation, according to the following schedule:

<TABLE>
<CAPTION>
YEARS FROM DATE OF PAYMENT TO DATE CHARGE AS PERCENTAGE OF NEW
OF WITHDRAWAL PURCHASE PAYMENTS WITHDRAWN
<S> <C>
0 - 1 6.5%
2 6.0%
3 5.0%
4 4.0%
5 3.0%
6 2.0%
7 1.0%
More than 7 0.0%
</TABLE>

* Subject to the maximum limit described in the Prospectus.

No surrender charge is deducted upon expiration of the periods specified above.
In each calendar year, a certain amount (withdrawal without surrender charge
amount, as described in the Prospectus) is not subject to the surrender charge.

The calculations of Total Return include the deduction of the $30 annual
Contract fee.

SUPPLEMENTAL TOTAL RETURN INFORMATION

The Supplemental Total Return Information in this section refers to the total of
the income generated by an investment in a Sub-Account and of the changes of
value of the principal invested (due to realized and unrealized capital gains or
losses) for a specified period reduced by the Sub-Account's asset charges. It is
assumed, however, that the investment is NOT withdrawn at the end of each
period.

The quotations of Supplemental Total Return are computed by finding the average
annual compounded rates of return over the specified periods that would equate
the initial amount invested to the ending values, according to the following
formula:

P(1 + T)(n) = EV

Where: P = a hypothetical initial payment to the Variable
Account of $1,000

T = average annual total return

9
<PAGE>

n = number of years

EV = the ending value of the $1,000 payment at the end
of the specified period

The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
Contract is NOT surrendered at the end of the specified period, and therefore
there is no adjustment for the surrender charge that would be applicable if the
Contract was surrendered at the end of the period. The calculation of
supplemental total return does not include the deduction of the $30 annual
Contract fee.

YIELD AND EFFECTIVE YIELD - THE MONEY MARKET SUB-ACCOUNT

Set forth below is yield and effective yield information for the Money Market
Sub-Account for the seven-day period ended December 31, 1999:

Yield 4.66%
Effective Yield 4.77%

The yield and effective yield figures are calculated by standardized methods
prescribed by rules of the SEC. Under those methods, the yield quotation is
computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing account having a balance of one
accumulation unit of the Sub-Account at the beginning of the period, dividing
the difference by the value of the account at the beginning of the same period
to obtain the base period return, and then multiplying the return for a
seven-day base period by (365/7), with the resulting yield carried to the
nearest hundredth of one percent.

The Money Market Sub-Account computes effective yield by compounding the
unannualized base period return by using the formula:

(365/7)
Effective Yield = [ (base period return + 1) ] - 1

The calculations of yield and effective yield reflect the $30 annual Contract
fee.

FINANCIAL STATEMENTS

Financial Statements are included for Allmerica Financial Life Insurance and
Annuity Company and for its Allmerica Select Separate Account.

10
<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 Allmerica Select
Separate Account of Allmerica Financial Life Insurance and Annuity
Company will be filed on or before May 1, 2000 as part of a
post-effective amendment filing pursuant to Rule 485(b).

Financial Statements Included in Part C
None

(b) EXHIBITS

EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated March 5, 1992 was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16 (File
Nos. 33-47216, 811-6632), 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 Services Agreement
was previously filed on April 24, 1998 in Post-
Effective Amendment No. 16 (File Nos. 33-47216,
811-6632), and is incorporated by reference herein.

(b) Sales Agreements (Select) with Commission Schedule
were previously filed on April 24, 1998 in
Post-Effective Amendment No. 16 (File Nos. 33-47216,
811-6632), and are incorporated by reference herein.

(c) General Agent's Agreement was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632), and is incorporated
by reference herein.

(d) Career Agent Agreement was previously filed on April
24, 1998 in Post-Effective Amendment No. 16 (File
Nos. 33-47216, 811-6632), and is incorporated by
reference herein.

(e) Registered Representative's Agreement was previously
filed on April 24, 1998 in Post-Effective Amendment
No. 16 (File Nos. 33-47216, 811-6632), and is
incorporated by reference herein.

EXHIBIT 4 Minimum Guaranteed Annuity Payout Rider was previously
filed on December 29, 1998 in Post-Effective Amendment
No. 17 (File Nos. 33-47216, 811-6632), and is incorporated

<PAGE>

by reference herein. Specimen Policy Form A and
Certificate and Generic Policy Form were previously filed
on April 24, 1998 in Post-Effective Amendment No. 16 (File
Nos. 33-47216, 811-6632), and are incorporated by
on April 24,reference herein. Policy Form B was previously
filed on May 8, 1996 in Post-Effective Amendment No. 9
(File Nos. 33-47216, 811-6632), and is incorporated by
reference herein.

EXHIBIT 5 Specimen Generic Application Form A was previously filed
on April 24, 1998 in Post-Effective Amendment No. 16 (File
Nos. 33-47216, 811-6632), and is incorporated by reference
herein. Specimen Application Form B was previously filed
on May 8, 1996 in Post-Effective Amendment No. 9 (File
Nos. 33-47216, 811-6632), 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 29, 1995 in Post-Effective Amendment No. 7
(File Nos. 33-47216, 811-6632), 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 No. 8 (File
Nos. 33-47216, 811-6632), 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 30, 1997 in Post-Effective Amendment No. 12
(File Nos. 33-47216, 811-6632), and is incorporated
by reference herein.

(c) Fidelity Service Contract, effective as of January 1,
1997, was previously filed on April 30, 1997 in
Post-Effective Amendment No. 12 (File Nos. 33-47216,
811-6632), and is incorporated by reference herein.

(d) T. Rowe Price Service Agreement was previously filed
on April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632), and is incorporated
by reference herein.

(e) BFDS Agreements for lockbox and mailroom services
were previously filed on April 24, 1998 in Post-
Effective Amendment No. 16 (File Nos. 33-47216,
811-6632), and are incorporated by reference herein.

(f) Directors' Power of Attorney is filed herewith.

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants will be filed on or
before May 1, 2000 as part of a post-effective amendment
filing pursuant to Rule 485(b).

EXHIBIT 11 None.

EXHIBIT 12 None.

EXHIBIT 13 Not Applicable.

EXHIBIT 14 Not Applicable.

<PAGE>

EXHIBIT 15 (a) Participation Agreement between the Company and
Allmerica Investment Trust was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632), and is incorporated
by reference herein.

(b) Participation Agreement between the Company and
Fidelity VIP, as amended, was previously filed on
April 24, 1998 in Post-Effective Amendment No. 16
(File Nos. 33-47216, 811-6632), and is incorporated
by reference herein.

(c) Participation Agreement between the Company and
T. Rowe Price International Series, Inc. was
previously filed on April 24, 1998 in Post-Effective
Amendment No. 16 (File Nos. 33-47216, 811-6632), 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

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant Secretary
Director (since 1992) of First Allmerica

Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998) of First
Vice President and Allmerica
Corporate Controller

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

Mary Eldridge Secretary (since 1999) of First Allmerica; Secretary (since 1999) of
Secretary Allmerica Investments, Inc.; and Secretary (since 1999) of Allmerica
Financial Investment Management Services, Inc.

John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice President
Director, Vice President and (since 1991) of First Allmerica; Vice President (since 1998) of Allmerica
Chief Investment Officer Financial Investment Management Services, Inc.; and President (since 1995)
and Director (since 1996) of Allmerica Asset Management, Inc.

John F. Kelly Director (since 1996), Senior Vice President (since 1986), General
Director, Vice President and Counsel (since 1981) and Assistant Secretary (since 1991) of First
General Counsel Allmerica; Director (since 1985) of Allmerica Investments, Inc.; and
Director (since 1990) of Allmerica Financial Investment
Management Services, Inc.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
J. Barry May Director (since 1996) of First Allmerica; Director and President (since
Director 1996) of The Hanover Insurance Company; and Vice President (1993 to 1996)
of The Hanover Insurance Company

James R. McAuliffe Director (since 1996) of First Allmerica; Director (since 1992), President
Director (since 1994) and Chief Executive Officer (since 1996) of Citizens Insurance
Company of America

John F. O'Brien Director, President and Chief Executive Officer (since 1989) of First
Director and Chairman Allmerica; Director (since 1989) of Allmerica Investments, Inc.; and
of the Board Director and Chairman of the Board (since 1990) of Allmerica Financial
Investment Management Services, Inc.

Edward J. Parry, III Director and Chief Financial Officer (since 1996) and Vice President
Director, Vice President and Treasurer (since 1993) of First Allmerica; Treasurer (since 1993)
Chief Financial Officer of Allmerica Investments, Inc.; and Treasurer (since 1993) of Allmerica
and Treasurer Financial Investment Management Services, Inc.

Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director, President and President (since 1995) of Allmerica Financial Life Insurance and Annuity
Chief Executive Officer Company; Director (since 1990) of Allmerica Investments, Inc.; and Director
and President (since 1998) of Allmerica Financial Investment Management
Services, Inc.

Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Director
Director (since 1998) of The Hanover Insurance Company; Chief Executive Officer
(1996 to 1998) of Travelers Property & Casualty; Senior Vice President
(1993 to 1996) of Aetna Life & Casualty Company

Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First Allmerica;
Director and Vice President Director (since 1991) of Allmerica Investments, Inc.; and Director (since
1991) of Allmerica Financial Investment Management Services, Inc.
</TABLE>

<PAGE>

ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

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

Delaware

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

Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
|_________________________________________________________________________________________________________________________
| | | | | | | | | |
| 100% 100% 100% 100% 100% 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial Investments Investments Investments Investments Investments
| Inc. Management Investment Services Insurance Insurance Insurance Insurance Insurance
| Company, Inc. Management Insurance Agency Inc. Agency of Agency Inc. Agency Inc. Agency Inc.
| Services, Inc. Agency, Inc. of Alabama Florida Inc. of Georgia of Kentucky of Mississippi
|
|Massachusetts Massachusetts Massachusetts Massachusetts Alabama Florida Georgia Kentucky Mississippi
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited

Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois

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

Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest

Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.

Michigan

- ----------------- ----------------- -----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund

Massachusetts Massachusetts Massachusetts

- -------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens

--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust

Massachusetts Massachusetts

- -------- Affiliated Management Investment Companies

...............
Hanover Lloyd's
Insurance
Company

Texas

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

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

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

<TABLE>
<CAPTION>
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

Advantage Insurance Network Inc. 440 Lincoln Street Insurance Agency
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
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
Company Worcester MA 01605 insurance

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

Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

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

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

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
Worcester MA 01653 commercial paper

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation 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 440 Lincoln Street Investment advisory services
Company, Inc. Worcester MA 01653

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

<PAGE>

<TABLE>
<S> <C> <C>
Allmerica Investments Insurance Agency Inc. of 200 Southbridge Parkway Suite Insurance Agency
Alabama 400
Birmingham, AL 35209

Allmerica Investments Insurance Agency of 14211 Commerce Way Insurance Agency
Florida, Inc. Miami Lakes, FL 33016

Allmerica Investment Insurance Agency Inc. of 1455 Lincoln Parkway Insurance Agency
Georgia Suite 300
Atlanta, GA 30346

Allmerica Investment Insurance Agency Inc. of Barkley Bldg-Suite 105 Insurance Agency
Kentucky 12700 Shelbyville Road
Louisiana, KY 40423

Allmerica Investments Insurance Agency Inc. of 631 Lakeland East Drive Insurance Agency
Mississippi Flowood, MS 39208

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

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

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

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653

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

Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 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
Howell MI 48843 insurance

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

<PAGE>

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

Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and casualty
P.O. Box 342250 insurance
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
Company (formerly State Mutual Life Worcester MA 01653 and health insurance 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 100 North Parkway Multi-line property and casualty
Company Worcester MA 01605 insurance

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

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

Hanover Lloyd's Insurance Company Hanover Lloyd's Insurance Multi-line property and casualty
Company insurance

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

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

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

<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of January 31, 2000, there were 14,375 Contact holders of qualified
Contracts and 21,905 Contract holders of non-qualified Contracts.

ITEM 28. INDEMNIFICATION

Article VIII of the Bylaws of Allmerica Financial Life Insurance and
Annuity Company (the Depositor) state: 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

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

o VEL Account, VEL II Account, VEL Account III, Separate Account
SPL-D, Separate Account IMO, Select Account III, Inheiritage
Account, Separate Accounts VA-A, VA-B, VA-C, VA-G, VA-H, VA-K,
VA-P, 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

o 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.

o 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

<TABLE>
<CAPTION>
NAME POSITION OR OFFICE WITH UNDERWRITER
<S> <C>
Emil J. Aberizk, Jr Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Mary Eldridge Secretary

Philip L. Heffernan Vice President

John F. Kelly Director
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Daniel Mastrototaro Vice President

William F. Monroe, Jr. Vice President

David J. Mueller Vice President and Controller

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
</TABLE>

(c) As indicated in Part B (Statement of Additional Information) in
response to Item 20(c), there were no commissions retained by Allmerica
Investments, Inc., the principal underwriter of the Contracts, for sales of
variable contracts funded by the Registrant in 1999. No other commissions or
other compensation was received by the principal underwriter, directly or
indirectly, from the Registrant during the Registrant's last fiscal year.

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.

ITEM 32. UNDERTAKINGS

(a) The Registrant hereby undertakes to file a post-effective amendment to
this registration statement as frequently as is necessary to ensure
that the audited financial statements in the registration statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.

(b) The Registrant hereby undertakes to include as part of the application
to purchase a Contract a space that the applicant can check to request
a Statement of Additional Information.

(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information and any financial statements 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
Securities and

<PAGE>

Exchange Commission, 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 Contracts 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 redemption 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 redemption 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.

3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption 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 redemption 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 has duly caused this Post-Effective
Amendment to the 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 7th day of February, 2000.

ALLMERICA SELECT SEPARATE ACCOUNT OF
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By: /s/ Mary Eldridge
-------------------
Mary Eldridge, Secretary

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

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller February 7, 2000
- ------------------------------------
Warren E. Barnes

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

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

John F. O'Brien* Director and Chairman of the Board
- ------------------------------------

Bruce C. Anderson* Director
- ------------------------------------

Robert E. Bruce* Director and Chief Information Officer
- ------------------------------------

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

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

J. Barry May* Director
- ------------------------------------

James R. McAuliffe* Director
- ------------------------------------

Robert P. Restrepo, Jr.* Director
- ------------------------------------

Eric A. Simonsen* Director and Vice President
- ------------------------------------
</TABLE>

*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated February 1, 2000 duly
executed by such persons.

/s/ Sheila B. St. Hilaire
- ---------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact
(33-47216)

<PAGE>

EXHIBIT TABLE

Exhibit 8(f) Directors' Power of Attorney

Exhibit 9 Opinion of Counsel

<PAGE>

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by Allmerica Financial Life Insurance and
Annuity Company, and to file the same with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
and with any other regulatory agency or state authority that may so require,
granting unto said attorneys and each of them, acting alone, full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys or any of them may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John F. O'Brien Director and Chairman of the Board 2/1/2000
- ----------------------------
John F. O'Brien

/s/ Bruce C. Anderson Director 2/1/2000
- ----------------------------
Bruce C. Anderson

/s/ Robert E. Bruce Director and Chief Information Officer 2/1/2000
- ----------------------------
Robert E. Bruce

/s/ John P. Kavanaugh Director, Vice President and 2/1/2000
- ---------------------------- Chief Investment Officer
John P. Kavanaugh

/s/ John F. Kelly Director, Vice President and 2/1/2000
- ---------------------------- General Counsel
John F. Kelly

/s/ J. Barry May Director 2/1/2000
- ----------------------------
J. Barry May

/s/ James R. McAuliffe Director 2/1/2000
- ----------------------------
James R. McAuliffe

/s/ Edward J. Parry, III Director, Vice President, Chief Financial 2/1/2000
- ---------------------------- Officer and Treasurer
Edward J. Parry, III

/s/ Richard M. Reilly Director, President and 2/1/2000
- ---------------------------- Chief Executive Officer
Richard M. Reilly

/s/ Robert P. Restrepo, Jr. Director 2/1/2000
- ----------------------------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen Director and Vice President 2/1/2000
- ----------------------------
Eric A. Simonsen
</TABLE>

<PAGE>

February 11, 2000

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

RE: ALLMERICA SELECT SEPARATE ACCOUNT OF ALLMERICA
FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FILE NO.'S: 33-47216 AND 811-6632

Gentlemen:

In my capacity as Assistant Vice President and Counsel of Allmerica Financial
Life Insurance Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement
for Allmerica Select Separate Account on Form N-4 under the Securities Act of
1933 and amendment under 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. Allmerica Select Separate Account 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 Allmerica Select Separate Account 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 Post-Effective Amendment to 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 of Allmerica Select
Separate Account on Form N-4 filed under the Securities Act of 1933 and
amendment under the Investment Company Act of 1940.

Very truly yours,

/s/ John C. Donlon, Jr.
John C. Donlon, Jr.
Assistant Vice President and Counsel