CG VARIABLE ANNUITY SEPARATE ACCOUNT
485APOS, 1999-03-01
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      As filed with the Securities and Exchange Commission on March 1, 1999
                                               Registration Nos. 033-48137
                                                              and 811-6691

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM N-4

         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

                    Pre-Effective Amendment No. _____ / /

                    Post -Effective Amendment No.  9 /x/

                                       And

     REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

                           Amendment No.  11 /x/


                               CG VARIABLE ANNUITY
                                SEPARATE ACCOUNT
                           (Exact Name of Registrant)

                   Connecticut General Life Insurance Company
                               (Name of Depositor)

                            Mark A. Parsons, Esquire
                   Connecticut General Life Insurance Company
            900 Cottage Grove Road, Hartford, Connecticut 06152-2215
                                 (860) 726-6000
                     ( Name and Address of Agent of Service)

                                   Copies to:

George N. Gingold, Esq.                        Stephen E. Roth, Esq.
197 King Philip Drive                          Sutherland Asbill & Brennan LLP
West Hartford, CT  06117-1409                  1275 Pennsylvania Avenue, N.W.
                                               Washington, D.C.  20004-2415


                  Approximate Date of Proposed Public Offering:
    As soon as practicable after effectiveness of the Registration Statement
- ------------------------------------------------------------------------------

It is proposed that this filing will become  effective: 

/ /  immediately upon filing  pursuant to paragraph (b) of Rule 485 
/ /  on May 1, 1998,  pursuant  to paragraph (b) of Rule 485 
/ /  60 days after filing pursuant to paragraph (a) of Rule 485 
/x/  on May 1, 1999 pursuant to paragraph (a) of Rule 485

                      Title of Securities Being Registered:
    Units of Interest in the Separate Account under flexible payment deferred
                           variable annuity contracts.



<PAGE>



Prospectus
May 1, 1999

AIM/CIGNA Heritage Variable Annuity

                               Issued by
              Connecticut General Life Insurance Company
                                Through
                 CG Variable Annuity Separate Account

Home Office Location:         Mailing Address:
900 Cottage Grove Road        [Annuity Service Center:]
Bloomfield, CT                XXXXXXXXXXXX
                              XXXXXXXXXXXX
                              Telephone:  800-XXX-XXXX

This Prospectus  describes the AIM/CIGNA  Heritage Variable Annuity,  a flexible
payment  deferred  variable  annuity  contract (the "Contract") that we offer to
individuals and groups.

This  Prospectus  contains  important  information  about the  Contract  and the
Variable Account that you should know before investing.

If you  would  like  more  information  about the  AIM/CIGNA  Heritage  variable
annuity,  you can obtain a free copy of the Statement of Additional  Information
("SAI")  dated May 1, 1999.  Please call,  or write to us, at the numbers  shown
above.

The SAI has been  filed  with the  Securities  and  Exchange  Commission  and is
legally a part of this prospectus.  The table of contents of the SAI is included
at the end of this Prospectus.

Please note that the Contract and the Portfolios:
o        Are not bank deposits
o        Are not federally insured
o        Are not endorsed by any bank or government agency
o        Are not guaranteed to achieve their investment goals
o        Involve risks, including possible loss of premiums.

This  prospectus  must be accompanied by the current  prospectus of AIM Variable
Insurance Funds, Inc. You should read them before you invest and retain them for
future reference.

You may direct your premium  payments,  as well as any money accumulated in your
Contract,  into the subaccounts of the CG Variable Annuity Separate Account (the
"Variable Account") and/or the fixed account with guaranteed interest periods.

The  Variable  Account is  divided  into  variable  subaccounts.  Each  variable
subaccount invests  exclusively in one mutual fund Portfolio of the AIM Variable
Insurance Funds,  Inc. You may choose to invest in any of the following 9 mutual
fund Portfolios:

o        AIM V.I. Capital Appreciation Fund
o        AIM V.I. Diversified Income Fund
o        AIM V.I. Global Utilities Fund
o        AIM V.I. Government Securities Fund
o        AIM V.I. Growth Fund
o        AIM V.I. Growth and Income Fund
o        AIM V.I. International Equity Fund
o        AIM V.I. Money Market Fund
o        AIM V.I. Value Fund

Your investments in the variable subaccounts are not guaranteed and will vary in
value with the investment performance of the Portfolios you select. You bear the
entire investment risk for all amounts you allocate to the Variable Account.

We will credit the money you direct to the fixed  subaccounts  with a fixed rate
of  interest  for the  duration  of the  guaranteed  period you  choose.  We set
interest  rates  periodically  and  will not set them  below  3%  annually.  The
interest earned on your money as well as your principal is guaranteed as long as
you keep it in the  fixed  subaccount  until the end of the  guaranteed  period.
Money that you withdraw or transfer before the end of the guaranteed period will
be subject to a Market Value Adjustment.  A Market Value Adjustment may increase
or decrease your Contract's value.

The Contract offers you the right to receive monthly annuity payments  beginning
on the Annuity Date you select.  You can receive annuity  payments on a fixed or
variable basis, or a combination of both.

The  Securities  and  Exchange  Commission  has not approved  these  Contract or
determined that this prospectus is accurate or complete.  Any  representation to
the contrary is a criminal offense.


<PAGE>

                           TABLE OF CONTENTS



DEFINITION.................................................................1

SUMMARY....................................................................3

FEE TABLE..................................................................8

THE COMPANY, THE FIXED ACCOUNT, THE VARIABLE
ACCOUNT AND THE FUND.......................................................10

PREMIUM PAYMENTS AND ACCOUNT VALUES
DURING THE ACCUMULATION PERIOD.............................................13

OPTIONAL VARIABLE SUBACCOUNT ALLOCATION
PROGRAMS...................................................................15

TRANSFER PRIVILEGE.........................................................17

DISTRIBUTIONS UNDER THE CONTRACT...........................................18

DEATH BENEFITS.............................................................20

SURRENDER OF THE CONTRACTS.................................................21

ANNUITY PROVISIONS.........................................................21

FIXED ANNUITY OPTIONS......................................................24

VARIABLE ANNUITY OPTIONS...................................................24

CONTRACT CHARGES AND FEES..................................................25

OTHER CONTRACT PROVISIONS..................................................29

FEDERAL TAX MATTERS........................................................34

DISTRIBUTION OF THE CONTRACTS..............................................38

HISTORICAL PERFORMANCE DATA................................................38

YEAR 2000 ISSUES...........................................................39

CONDENSED FINANCIAL INFORMATION............................................40

TABLE OF CONTENTS FOR THE STATEMENT OF
ADDITIONAL INFORMATION.....................................................42





<PAGE>

                              DEFINITIONS


The following special terms are used throughout this Prospectus:

ACCOUNT VALUE:  The total value in your  Contract.  It is equal to the value you
have in the Variable Account plus your value in the fixed account.

ACCUMULATION  PERIOD:  The time  from the date we issue the  Contract  until the
earliest  of:  (i) the  Annuity  Date;  (ii) the date on which we pay the  death
benefit; or (iii) the date on which you surrender or annuitize the Contract.

ANNUITANT:  The person or persons  you  identify  on whose life we will make the
first annuity payment.

ANNUITY  ACCOUNT:  An account we  establish  for you to which we credit all your
premium  payments,  net investment gains and interest,  and from which we deduct
charges and investment losses.

ANNUITY DATE: The date on which we begin to pay annuity payments to you.

ANNUITY OPTION: The method by which we make annuity payments to you.

BENEFICIARY:  The person or entity having the right to receive the death benefit
set forth in the Contract.

BUSINESS DAY:  Every day on which the New York Stock  Exchange  ("NYSE") is open
for business. It is also called a "Valuation Date."

CERTIFICATE: (For Group Contract only) The document which confirms your coverage
under the Contract.

CONTRACT YEARS AND CONTRACT ANNIVERSARIES:  12-month periods we measure from the
Date of Issue.

DATE OF ISSUE: The date on which the Contract becomes effective.

DUE PROOF OF DEATH:  Any proof of death we find  satisfactory,  for example,  an
original  certified  copy  of an  official  death  certificate  or  an  original
certified  copy of a  decree  of a court  of  competent  jurisdiction  as to the
finding of death.

FIXED ACCOUNT:  Allocation  options under the Contract,  other than the Variable
Account,  that  provide a guarantee  of principal  and minimum  interest.  Fixed
account assets are our general assets.

FUND: AIM Variable Insurance Funds, Inc.

GUARANTEED  PERIOD AMOUNT:  That portion of your account value that you allocate
to a specific  guaranteed  period with a specified  expiration date. It includes
any interest we credit to that amount.

GUARANTEED INTEREST RATE: The interest rate we credit on a compound annual basis
during a guaranteed period.

GUARANTEED PERIOD: The period for which we credit a guaranteed  interest rate to
any amounts which you allocate to a fixed  subaccount.  In most states,  you may
elect a period from one to ten years.

INDEX  RATE:  An index  rate  based on the  Treasury  Constant  Maturity  Series
published by the Federal Reserve Board.

IN  WRITING:  A written  form that we find  satisfactory  and we  receive at our
[Annuity Service Center].

MARKET  VALUE  ADJUSTMENT:  An  amount  we  add  to  or  subtract  from  certain
transactions  involving  your interest in the fixed  account.  The amount of the
adjustment reflects the impact of changing interest rates.

NON-QUALIFIED  CONTRACT:  A Contract used in connection  with a retirement  plan
which does not receive favorable federal income tax treatment.

OWNER,  YOU, or YOUR: The persons entitled to the ownership rights stated in the
Contract. The Certificate Owner under a group contract.

PAYEE: A person who receives payments under the Contract.

PORTFOLIO:  An underlying  mutual fund in which a variable  subaccount  invests.
Each  Portfolio  is a  separate  investment  series  of  the  Fund  which  is an
investment company registered with the SEC.

PREMIUM PAYMENT:  Any amount you pay to us as consideration for the benefits the
Contract provides.

QUALIFIED  CONTRACT:  A Contract used in connection with a retirement plan which
receives favorable federal income tax treatment under Sections 401, 403, 408, or
457 of the Code.

SEVEN YEAR  ANNIVERSARY:  The seventh  Contract  Anniversary and each succeeding
Contract  Anniversary  occurring  at any seven  year  interval  thereafter,  for
example, the 14th, 21st and 28th Contract Anniversaries.

SUBACCOUNT:  That  portion  of the  fixed  account  associated  with a  specific
guaranteed period and guaranteed  interest rate and each portion of the Variable
Account which invests in a specific Portfolio of the Fund.

SURRENDER: When you elect to end your Contract and receive your account value in
a lump sum  payment.  Your  account  value  will be  reduced  by any  applicable
withdrawal charges, contract fees, or premium taxes, and may be either increased
or reduced by any market value adjustment that we apply.

VALUATION DATE: Every day on which the New York Stock Exchange  ("NYSE") is open
for business.

VALUATION  PERIOD:  The period of time over which we determine the change in the
value of the variable subaccounts in order to price Variable  Accumulation Units
and Annuity Units.  Each Valuation  Period begins at the close of normal trading
on the NYSE (usually 4:00 p.m.  Eastern time) on each Valuation Date and ends at
the close of the NYSE on the next Valuation Date. A Valuation Period may be more
than one day.

VARIABLE ACCOUNT:  A separate account divided into subaccounts . Each subaccount
invests  exclusively  in  shares of a  specific  Portfolio  of the AIM  Variable
Insurance  Funds,  Inc.  The  assets in the  Variable  Account  are owned by the
Company.

VARIABLE  ACCUMULATION  UNIT: A unit of measure we use to calculate the value of
the variable subaccounts.

WE, US or OUR: Connecticut General Life Insurance Company.

The  following  terms  used in this  prospectus  have  the  same or  substituted
meanings as the corresponding terms currently used in the Contract.

Terms Used in This Prospectus       Corresponding Term Used in the Contract
Account value                       Annnuity Account Value
Annuity option                      Income Payments
Fixed subaccount                    Fixed Account Sub-Account
Variable subaccount                 Variable Account Sub-Account


<PAGE>


                                SUMMARY

This summary  provides only a brief overview of the more  important  features of
the  Contract.  The  Contract  is  more  fully  described  in the  rest  of this
Prospectus. Please read the entire Prospectus carefully.

The Contract

Overview

We designed the AIM/CIGNA Heritage variable annuity contract as a way for you to
invest on a tax-deferred  basis in the  subaccounts of the Variable  Account and
the fixed  account.  We intend the Contract to be used to  accumulate  money for
retirement or other long-term  purposes.  The Contract can be used in connection
with retirement and tax-deferred  plans, some of which may qualify as retirement
programs under Sections 401, 403, 408, or 457 of the Code.

We offer the Contract as both an individual and group annuity contract.

The  Contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
"accumulation  period" and the "income phase." During the  accumulation  period,
your earnings  accumulate  on a  tax-deferred  basis and are generally  taxed as
income when you take them out of the Contract.  The income phase occurs when you
begin receiving regular annuity payments from your Contract on the Annuity Date.
The money you can  accumulate  during the  accumulation  period,  as well as the
annuity  payment  option you choose,  will  determine  the dollar  amount of any
annuity payments you receive during the income phase.

Premium Payments

You can buy this  Contract for an initial  payment of $2,500 or more ($2,000 for
IRAs).  Additional  payments  you direct into a  guaranteed  period of the fixed
account must be at least $2,500. The minimum payment you can place in a variable
subaccount is $100. We must approve any premium payment greater than $1,000,000.

The Fixed Account

You may direct your premium  payments into any of the  subaccounts  available in
the fixed account. Each fixed subaccount guarantees interest at a specified rate
for a particular  period  ranging from one to ten years.  But you must keep your
money in the  subaccount  for the  length of the  guaranteed  period in order to
receive the guaranteed interest rate. If you withdraw or transfer amounts from a
fixed subaccount before the end of the guaranteed interest period, we will apply
a Market Value  Adjustment  that could increase or decrease your contract value.
We do not apply a Market  Value  Adjustment  to the  death  benefit  or  annuity
payments.  We set interest rates at our sole  discretion and guarantee a minimum
interest rate of three percent (3%) per year,  compounded annually.  There is no
assurance that guaranteed interest rates will exceed 3% per year.

The Variable Account

The Variable Account is divided into subaccounts.  Each variable subaccount uses
its assets to purchase,  at net asset value,  shares of a specific  Portfolio of
the AIM Variable  Insurance  Funds,  Inc. You may invest in any of the following
nine (9) Portfolios of the Fund through this Contract:


 

<PAGE>


             o        AIM V.I. Capital Appreciation Fund
             o        AIM V.I. Diversified Income Fund
             o        AIM V.I. Global Utilities Fund
             o        AIM V.I. Government Securities Fund
             o        AIM V.I. Growth Fund
             o        AIM V.I. Growth and Income Fund
             o        AIM V.I. International Equity Fund
             o        AIM V.I. Money Market Fund
             o        AIM V.I. Value Fund

Depending on market conditions, you can earn or lose the money you invest in any
of the  Portfolios  through the  variable  subaccounts.  We reserve the right to
offer other investment choices in the future.

Transfers

You may  transfer  money  among the  subaccounts  before the Annuity  Date.  All
transfers are subject to the following conditions:

o you are limited to 12  transfers  each  Contract  Year;  
o transfers  from any subaccount  must be at least $100; 
o transfers to a fixed  subaccount must be at least $2,500; 
o if your account value remaining in a fixed subaccount is less than  $2,500 or
  less than $50 in a  variable  subaccount, then the entire  account value 
  within the subaccount  must be transferred; and
o we do not permit transfers during the "Right to Examine Your Contract" 
  period.

In addition,  we may restrict the number and dollar  amount of transfers  from a
fixed subaccount and we may subject them to a Market Value Adjustment. After the
Annuity Date, we may permit transfers among the variable  subaccounts subject to
certain conditions.

Cash Withdrawals

At any time  before  the  Annuity  Date,  you may  take  your  money  out of the
Contract.  Each cash  withdrawal  must be at least $1,000.  Withdrawal  charges,
annuity  account fees,  premium taxes and a Market Value  Adjustment  may apply.
After the Annuity Date, we do not permit withdrawals under most Annuity Options.

You may have to pay federal income taxes and a penalty tax on any withdrawals.

Free Partial Withdrawals

Each Contract Year you may withdraw up to 15% of the total amount of the premium
payments you have paid without paying a withdrawal charge.

Annuity Payments

The  Contract  allows  you to  receive  income  under one of 7  annuity  payment
options.  You may choose from fixed payments options,  variable payment options,
or a  combination  of both.  We will begin  paying you  annuity  payments on the
Annuity Date.

If you select a  variable  payment  option,  the  dollar  amount of the  annuity
payments you receive will go up or down depending on the  investment  results of
the  Portfolios  in which you  invest at that  time.  If you  choose to have any
portion of your annuity payments come from the fixed account, the payment amount
will be fixed and guaranteed by us.

Annuity payments may be subject to Federal income taxes.

Death Benefit

If an Owner dies before the  Annuity  Date,  we will pay a death  benefit to the
Beneficiary.  If  the  deceased  Owner  (or  any  Annuitant  if  an  Owner  is a
non-natural  person) dies on or after the Annuity  Date, we will not pay a death
benefit unless the Annuity Option you select  provides for a death benefit.  The
death benefit we will pay before the Annuity Date generally  equals the greatest
of:

o   the account value on the date we deem the death benefit
    election to be effective;
o   the sum of all premium payments under the Contract, minus
    all partial withdrawals;
o   your account value on the Seven Year  Anniversary  immediately
    preceding  the date on which the  death  benefit  election  is
    deemed   effective,   adjusted  for  any  subsequent   premium
    payments, partial withdrawals and applicable charges; and
o   the  amount  that  would  have been  paid if a full  surrender
    occurred  during the day when the death  benefit  election  is
    deemed effective,  including any applicable withdrawal charges
    and Market Value Adjustment.

Right to Examine Your Contract

You may return your  Contract for a refund  within 10 days after you receive it.
You must mail the Contract to us at the Annuity & Variable Life Services  Center
at the address on the cover of this Prospectus. In some states you may have more
than 10 days.  When we receive the  returned  Contract we will cancel it and, in
most states,  you will  receive a refund  equal to your account  value as of the
date we receive the returned Contract.

Where state law  requires  us to refund the full amount of any premium  payments
paid,  we will place the premium  payments  that you  allocate  to the  variable
subaccounts into the AIM V.I. Money Market subaccount until the end of the Right
to  Examine  10-day  period.  This  period  will  begin  on the day we mail  the
Contract.  On the first  business  day  after  the end of the  Right to  Examine
period,  we  will  allocate  the  premium  payments  as you  specified  in  your
application.

Charges and Deductions

Contingent Deferred Sales Charge

We do not deduct a sales  charge from your  premium  payments.  However,  if you
withdraw any part of your account value during the accumulation  period,  we may
deduct a withdrawal charge (contingent  deferred sales charge) on any amount you
withdraw  that  exceeds  the  Free  Withdrawal  Amount  described  herein.   The
withdrawal charge is 7% of the premium payment if you make the withdrawal during
the first year after you paid the premium,  decreasing by 1% each year. After we
have held the premium  payment for seven years,  the  withdrawal  charge on that
amount of premium is 0%. For  purposes  of  computing  the  withdrawal  charges,
amounts are  withdrawn  in the order in which they are  received by us, that is,
the oldest premium payment first. We adjust  withdrawals  from the fixed account
by the withdrawal charges and by any applicable Market Value Adjustment.



<PAGE>


Market Value Adjustment

A cash withdrawal or transfer from a fixed  subaccount  during the  accumulation
period may be subject to a Market Value Adjustment.  The Market Value Adjustment
will reflect the relationship between the value of a government securities index
at the time a cash  withdrawal or transfer is made,  and the value of that index
at the time you paid the premium  payments being withdrawn or  transferred.  The
index is published  by the Federal  Reserve  Board and  reflects  yields on U.S.
Government  securities of various  maturities.  The Market Value  Adjustment may
cause the amount you  withdraw  or  transfer  to be higher or lower.  The Market
Value Adjustment applies to transfers from the fixed account unless the transfer
is made at the end of a guaranteed period.

A Market Value Adjustment may also apply to death benefit payments,  but only if
it would increase the death benefit.  The Market Value Adjustment is not applied
against a  withdrawal  or  transfer  which  occurs on the  Expiration  Date of a
guaranteed  period,  nor is it  applied  if it would  decrease  a death  benefit
payment.

Annuity Account Fee

During the accumulation  period,  we deduct an annual Annuity Account Fee of $35
from your account value on the last  business day of each  calendar  year, or if
you surrender your Contract. After the Annuity Date, we deduct an annual Annuity
Account Fee of $35, in approximately  equal amounts,  from each variable annuity
payment you  receive  during the year.  We do not deduct an Annuity  Account Fee
from fixed annuity payments. State law may requires us to reduce the $35 Annuity
Account Fee. During the accumulation  period, we do not deduct this fee if, when
the deduction is to be made, your account value is $100,000 or more.

Administrative Fee

On each business day, we deduct an administrative fee equal to an annual rate of
0.10% of the daily net assets you have in the Variable  Account.  We deduct this
fee to cover our administrative expenses.

Risk Charge

On each  business day, we deduct a mortality and expense risk charge equal to an
annual rate of 1.25% of the daily net assets you have in the  Variable  Account.
We deduct this fee to cover the  mortality and expense risks we assume under the
Contract.

Taxes

Some  states and other  governmental  entities  charge  premium  and other taxes
ranging  up  to  3.5%  on  contracts  issued  by  insurance  companies.  We  are
responsible  for paying these taxes and will make a deduction  from your annuity
value to pay for them.  We will  deduct  any such  taxes  when  your  surrender,
withdraw or annuitize,  or if we pay a death benefit. We only charge you premium
taxes if your state requires us to pay premium taxes.

Fund Charges

Each Portfolio incurs administrative  expenses and pays investment advisory fees
to its investment  adviser.  These advisory fees and other Portfolio charges and
expenses are indirectly passed on to you.

Owner Inquiries

Please direct any questions or requests for additional information to:

             Connecticut General Life Insurance Company
             [Annuity Service Center]
             [address and phone number to be filed by subsequent amendment]



<PAGE>



                               FEE TABLE


The  following  Fee Table and examples  will help you  understand  the costs and
expenses  that you will bear,  directly  and  indirectly,  by  investing  in the
Variable Account.  For more  information,  you should read "Contract Charges and
Fees" below and consult the Fund's  Prospectus.  The examples do not include any
taxes  or tax  penalties  you  may be  required  to  pay if you  surrender  your
Contract.

Owner Transactions Expenses

Sales Load on Purchases..............................................0%

Maximum Deferred Sales Charge on Withdrawals
   (as a percentage of your premium payment)(1) ...................7.0%

Transfer Fee.........................................................$0

Annual Annuity Account Fee(2) ......................................$35
                                                           per contract
Separate Account Annual Expenses
         (as a percentage of average separate account assets)

Mortality and Expense Risk Fee....................................1.25%
Administrative Fee................................................0.10%
         Total Separate Account Annual Expenses...................1.35%

AIM Variable Insurance Funds, Inc.  Annual Expenses
    (as a percentage of Fund average net assets after fee waivers and 
       reimbursements)(3)

<TABLE>
<CAPTION>
                                                                                  Total Annual
Name of Portfolio                           Management Fees   Other Expenses      Expenses
- -----------------                           ---------------   --------------      ------------
<S>                                         <C>               <C>                 <C>  
AIM V.I. Capital Appreciation Fund
AIM V.I. Diversified Income Fund
AIM V.I. Global Utilities Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Money Market Fund
AIM V.I. Value Fund

</TABLE>

(1) You may withdraw the Free  Withdrawal  Amount from your Annuity Account once
each  Contract  Year  without a  withdrawal  charge  if you have not  previously
withdrawn all premium  payments.  The withdrawal charge on the remaining portion
is equal to a percentage of the premium  payment you withdraw and ranges from 7%
to 0%,  depending  upon the length of time between our acceptance of the premium
payment  you are  withdrawing  and your  withdrawal.  After we hold the  premium
payment  for seven  years,  you may  withdraw  that  premium  payment  without a
withdrawal charge.

(2) We waive the Annuity  Account Fee for account  values of $100,000 or more as
of the date on which we deduct the charge. (3) A I M Advisors,  Inc. ("AIM") may
from  time to time  voluntarily  waive or  reduce  its  fees.  [To be  updated.]
Effective May 1, 1998,  the Portfolios  are  reimbursing  AIM in an amount up to
0.25% of the average net asset value of each Portfolios,  for expenses  incurred
in  providing,  or assuring  that  participating  insurance  companies  provide,
certain administrative services.  Currently, the fee only applies to the average
net asset  value of each  Portfolio  in  excess  of the net asset  value of each
Portfolio as calculated on April 30, 199___.

EXAMPLES

A Owner would pay the following expenses on a $1,000  investment,  assuming a 5%
annual return on assets (and assuming all premium  payments are allocated to the
Variable Account):
<TABLE>
<CAPTION>

                                                                    1 YEAR     3 YEARS    5 YEARS    10 YEARS
                                                                    ------     -------    -------    --------
1.       If the Contract is surrendered at the end
         of the applicable time period:
<S>                                                                 <C>        <C>        <C>        <C>
AIM V.I. Capital Appreciation Fund.................................     $
AIM V.I. Diversified Income Fund...................................     $
AIM V.I. Global Utilities Fund.....................................     $
AIM V.I. Government Securities Fund................................     $
AIM V.I. Growth Fund...............................................     $
AIM V.I. Growth and Income Fund....................................     $
AIM V.I. International Equity Fund.................................     $
AIM V.I. Money Market Fund.........................................     $
AIM V.I. Value Fund................................................     $

2        If the Contract is not surrendered or if it is annuitized:

AIM V.I. Capital Appreciation Fund.................................     $
AIM V.I. Diversified Income Fund...................................     $
AIM V.I. Global Utilities Fund.....................................     $
AIM V.I. Government Securities Fund................................     $
AIM V.I. Growth Fund...............................................     $
AIM V.I. Growth and Income Fund....................................     $
AIM V.I. International Equity Fund.................................     $
AIM V.I. Money Market Fund.........................................     $
AIM V.I. Value Fund................................................     $

</TABLE>


These tables are intended to assist you in understanding  the costs and expenses
that you will incur,  directly  or  indirectly,  by  investing  in the  Variable
Account.  These  include the  expenses  of the  Portfolios  of the AIM  Variable
Insurance  Funds,  Inc.  See the Fund  Prospectus.  In addition to the  expenses
listed above, premium taxes may be applicable.

These examples reflect the annual $35 Annuity Account Fee as an annual charge of
[.07%] of assets, based on an [anticipated average account value of $50,000.]

The  examples  should  not be  considered  a  representation  of past or  future
expenses. Actual expenses may be greater or lesser than those shown.

Condensed Financial Information is found on page ___ of this prospectus.


<PAGE>


   THE COMPANY, THE FIXED ACCOUNT, THE VARIABLE ACCOUNT AND THE FUND

The Company

Connecticut  General Life Insurance  Company is a stock life  insurance  company
incorporated  in Connecticut in 1865.  Our Executive  Office mailing  address is
Hartford,  Connecticut  06152.  Our telephone  number is (860)  726-6000.  We do
business in fifty  states,  the District of Columbia  and Puerto Rico.  We issue
group and individual life and health insurance  policies and annuities.  We have
various  wholly-owned  subsidiaries which are generally engaged in the insurance
business.

We are a wholly-owned subsidiary of Connecticut General Corporation, Bloomfield,
Connecticut.  Connecticut  General Corporation is wholly-owned by CIGNA Holdings
Inc.,  Philadelphia,  Pennsylvania  which  is  in  turn  wholly-owned  by  CIGNA
Corporation, Philadelphia,  Pennsylvania. Connecticut General Corporation is the
holding  company of various  insurance  companies,  one of which is  Connecticut
General Life Insurance Company.

The Administrator

Allstate Life Insurance  Company  ("Allstate")  performs certain  administrative
functions  relating  to the  Contracts,  the  fixed  account,  and the  variable
account.  Allstate will,  among other things,  maintain the books and records of
the subaccounts, the variable account, and the fixed account. Allstate will also
maintain records of the name, address,  contract number,  Annuity Account value,
and any other information necessary to operate and administer the Contracts.

The Fixed Account

The fixed  account is part of our general  account and is made up of our general
assets,  other than those held in any separate  account.  Interests in the fixed
account have not been  registered  under the  Securities  Act of 1933 (the "1933
Act"), and neither the fixed account nor our general account has been registered
under the  Investment  Company Act of 1940 (the "Act").  Therefore,  neither the
fixed account nor any interest therein is generally  subject to regulation under
the  provisions  of the 1933 Act or the Act.  Accordingly,  we have been advised
that the staff of the SEC has not reviewed  the  disclosure  in this  Prospectus
relating to the fixed account.

The assets in the fixed  subaccounts  are part of our general account assets and
are available to fund the claims of all our creditors and to fund benefits under
the Contract.  You do not participate in the investment performance of the fixed
account's assets or our general account.  Instead, we credit a specified rate of
interest,  declared in advance, to amounts you allocate to the fixed account. We
guarantee this rate to be at least 3% per year. We may credit interest at a rate
greater than 3% per year, but we are not obligated to do so.

You may direct your premium payments,  and any portion of your account value, to
any  available  fixed  subaccount.  Each  fixed  subaccount  credits  guaranteed
interest rates for a guaranteed  interest period.  Currently  guaranteed periods
range from one to ten years,  although we may offer different guaranteed periods
in the  future.  When you  direct  money to a fixed  subaccount,  you select the
number of years (the guaranteed period) during which you will keep money in that
fixed subaccount.  You may select one or more fixed subaccounts at any one time.
If  you  keep  your  money  in  the  fixed  subaccount  for  the  length  of the
subaccount's guaranteed period, we will credit interest at the rate we specified
for that subaccount.

But if you  withdraw,  or  transfer,  any money from the  subaccount  before its
expiration date for any reason,  we will apply a Market Value  Adjustment to the
amount  you  withdraw  (see  "Market  Value  Adjustment").  We may also  apply a
withdrawal  charge.  We  guarantee,  however,  that you will be credited with an
interest  rate of at least 3% per year,  compounded  annually,  on  amounts  you
allocate to any fixed  subaccount,  regardless of any  application of the Market
Value  Adjustment.  The  Market  Value  Adjustment  will not  reduce  the amount
available for  withdrawal or transfer to an amount less than the initial  amount
you allocated or transferred to the fixed  subaccount plus compound  interest of
3% per year.  (However,  if we apply a withdrawal charge, the amount you receive
may be less than your original  allocation  credited with 3% compounded interest
per year.) We reserve  the right to defer the payment or transfer of amounts you
withdraw  from  the  fixed  account  for up to six (6)  months  from the date we
receive a proper request for such withdrawal or transfer.

The Variable Account

This Contract  permits you to invest in the  underlying  Portfolios  through the
variable  subaccounts.  Your account value and/or variable annuity payments will
reflect the investment  performance  of the  underlying  Portfolios in which you
invest  through  the  variable  subaccounts.  The  values  of the  shares of the
Portfolios  held by the Variable  Account will  fluctuate and are subject to the
risks  of  changing  economic  conditions  as well as the risk  that the  Fund's
management  may not make  necessary  changes  in its  Portfolios  to  anticipate
changes in economic conditions.  Therefore,  you bear the entire investment risk
that the  Contract's  basic  objectives may not be realized and that the adverse
effects of inflation  may not be lessened.  We cannot  guarantee  that the total
surrender  proceeds or the aggregate amount of annuity payments you receive will
equal or exceed the premium payments you make.

We  established  the  Variable  Account as a separate  account on May 15,  1992,
pursuant to a resolution of our Board of Directors.  Under Connecticut insurance
law,  the income,  gains or losses of the  Variable  Account are  credited to or
charged  against the assets of the Variable  Account without regard to our other
income, gains, or losses.  Assets we maintain in the Variable Account,  equal to
the  reserves  and other  contract  liabilities  with  respect  to the  Variable
Account,  will not be charged  with any  liabilities  arising  out of any of our
other  business.  All  obligations  arising  under the  Contract,  including the
promise to make annuity payments, are our general corporate obligations.

The Variable Account is registered with the SEC as a unit investment trust under
the Act and  meets the  definition  of a  separate  account  under  the  federal
securities laws. Registration with the SEC does not involve their supervision of
our  management  or investment  practices or policies,  or those of the Variable
Account.

The  Variable  Account is divided  into  subaccounts.  Each  subaccount  invests
exclusively  in shares of a specific  Portfolio  of the Fund.  All  amounts  you
allocate  to the  Variable  Account  will  be  used to  purchase  shares  of the
Portfolios in accordance with your  instructions  at their net asset value.  Any
and all  distributions  the Fund  makes with  respect to the shares  held by the
Variable Account will be reinvested to purchase  additional  shares at their net
asset value.

We will make deductions from the Variable Account for cash withdrawals,  annuity
payments,  death  benefits,  annuity  account fees, and any applicable  taxes by
redeeming  the number of  Portfolio  shares at their net asset value that equals
the  amount to be  deducted.  The  Variable  Account  will  purchase  and redeem
Portfolio  shares on an  aggregate  basis.  The  Variable  Account will be fully
invested in Portfolio shares at all times.

The Fund and the Portfolios

The AIM Variable  Insurance Funds,  Inc. (the "Fund") is an open-end  investment
management  company  registered  under the Act.  Shares of the Portfolios of the
Fund  may be sold  only to  insurance  companies.  The  general  public  may not
purchase shares of the Portfolios.

A I M Advisors, Inc. ("AIM"), the Fund's investment adviser, its affiliates, and
any insurance companies with separate accounts investing in the Fund must report
certain  potential  and  existing  conflicts of interests to the Fund's Board of
Directors.  These  include  any  potential  or  existing  conflicts  between the
interests of  owners/participants  of variable  annuity  contracts and owners of
variable life  insurance  contracts that invest in shares of the Fund. The Board
of Directors,  a majority of whom are not  "interested  persons" of the Fund, as
that term is defined in the Act,  will  monitor  the Fund to  identify  any such
irreconcilable  material  conflicts  and to determine  what action,  if any, the
Fund, AIM, or its affiliates should take. You may invest in any of the following
nine (9) Portfolios of the Fund:

<TABLE>
<CAPTION>

                Portfolio                                             Investment Objective
- ------------------------------------------- --------------------------------------------------------------------------

<S>                                         <C>
AIM V.I. Capital Appreciation Fund          a diversified Portfolio which seeks to provide capital appreciation
                                            through investments in common stocks, with emphasis on medium-sized and
                                            smaller emerging growth companies

AIM                                         V.I.   Diversified   Income  Fund  a diversified Portfolio which seeks to
                                            achieve  a  high  level  of  current income  primarily  by investing in a
                                            diversified Portfolio of foreign and U.S.  Government  and corporate debt
                                            securities,  including  lower  rated high yield debt securities (commonly
                                            known as "junk bonds")

AIM                                         V.I.   Global   Utilities   Fund   a non-diversified    Portfolio   which
                                            seeks  to  achieve  a high  level of current  income,  and as a secondary
                                            objective capital  appreciation,  by investing  primarily  in common  and
                                            preferred  stocks of public  utility companies    (either   domestic   or
                                            foreign)

AIM V.I. Government Securities Fund         a diversified Portfolio which seeks to achieve a high level of current
                                            income consistent with reasonable concern for safety of principal by
                                            investing in debt securities issued, guaranteed or otherwise backed by
                                            the U.S. Government

AIM V.I. Growth Fund                        a diversified Portfolio which seeks to provide growth of capital through
                                            investments primarily in common stocks of leading U.S. companies
                                            considered by AIM to have strong earnings momentum

AIM V.I. Growth and Income Fund             a diversified Portfolio which seeks to provide growth of capital, with
                                            current income as a secondary objective, by investing primarily in
                                            dividend paying common stocks which have prospects for both growth of
                                            capital and dividend income

AIM V.I. International Equity Fund          a diversified Portfolio which seeks to provide long-term growth of
                                            capital by investing in international equity securities, the issuers of
                                            which are considered by AIM to have strong earnings momentum

AIM V.I. Money Market Fund                  a diversified Portfolio which seeks to provide as high a level of
                                            current income as is consistent with the preservation of capital and
                                            liquidity by investing in a diversified Portfolio of money market
                                            instruments

AIM V.I. Value Fund                         a diversified Portfolio which seeks to achieve long-term growth of
                                            capital by investing primarily in equity securities judged by AIM to be
                                            undervalued relative to the current or projected earnings of the
                                            companies issuing the securities, or relative to current market values
                                            of assets owned by the companies issuing the securities or relative to
                                            the equity markets generally. Income is a secondary objective

</TABLE>

The Fund pays  advisory  fees to AIM for its services  pursuant to an investment
advisory  agreement.  AIM, a Delaware  corporation,  also  serves as  investment
adviser to certain other investment companies.

The investment objectives and policies of the Portfolios may be similar to other
portfolios and mutual funds managed by the same investment adviser that are sold
directly to the public. You should not expect that the investment results of the
other  portfolios  or mutual  funds will be  similar to those of the  underlying
Portfolios.

There is no assurance  that any  Portfolio  will  achieve its stated  investment
objective.  A more  detailed  description  of the Fund,  the  Portfolios,  their
investment  objectives,  policies and  restrictions and expenses is found in the
Fund's  Prospectus  and SAI.  You should  read the Fund's  Prospectus  carefully
before you invest.

                  PREMIUM PAYMENTS AND ACCOUNT VALUES
                    DURING THE ACCUMULATION PERIOD

Premium Payments

All premium payments must be paid to us or to our authorized agent. Your initial
premium  payment must be at least $2,500  ($2,000 for IRAs).  When you apportion
your  premium  payments  among the  subaccounts,  the minimum you can put into a
fixed subaccount is $2,500; the minimum for a variable subaccount is $100.

We may reduce the minimum premium payment  requirements under group contracts if
premium payments are paid through employee payroll deduction. We may also reduce
the minimum premium payment requirements if you use the Contract under a program
that  qualifies  under Section 403 or 408 of the Code. We must  pre-approve  any
premium payment in excess of $1,000,000.

Once we receive a  completed  Contract  application,  if  required,  or order to
purchase and the initial premium payment, we will issue your Contract and credit
your  premium  payment to your  Annuity  Account.  We must credit  your  initial
premium  payment  within  two  business  days after we  receive  your  completed
Contract application or order to purchase. We may retain the premium payment for
up to five business days while we attempt to obtain any missing information.  If
we do not obtain  sufficient  information  within  five  business  days after we
receive  the premium  payment,  we will inform you of the reasons for the delay,
and we will  return the  premium  payment  immediately  unless you  instruct  us
otherwise.

If we receive any premium payment at our Services Center before the closing time
of the New York Stock Exchange (usually 4 p.m. Eastern Time), we will credit the
payment to your Annuity Account the same day we receive it.  Otherwise,  we will
credit your payment on the next business day.

You (or the  Annuitant if you are a  non-natural  person) may be no more than 85
years of age on the Date of Issue.  We reserve the right in our sole  discretion
not to accept a premium payment. In addition, we may postpone the payment of any
amount under the  Contract  which is derived,  all or in part,  from any premium
payment  you paid by check or draft  until we  determine  the check or draft has
been honored.

Your Annuity Account

Once we accept your initial premium  payment,  we will set up an Annuity Account
for you and maintain it during the accumulation period. Each premium payment you
make will be credited to your Annuity Account. The value of your Annuity Account
for any Valuation Period is equal to the sum of your variable accumulation value
plus your fixed accumulation value.

The Annuity Account shall continue in full force until the earliest of:

o        the Annuity Date;
o        the date we pay all death benefits under the Contract;
o        the date you surrender the Contract; or
o        the date your account value no longer meets the Minimum
         Value Requirement described below.

Cash withdrawals may cause us to discontinue your Annuity Account.

Allocating Your Premium Payments

We will  allocate  your premium  payments as you specify.  If you wish to change
your  allocation  instructions,  you  must  do  so In  Writing.  You  must  make
allocations to multiple subaccounts in whole percentages.  At this time, you may
not open more  than 18 fixed and  variable  subaccounts  during  the life of the
Contract. We may expand this number in the future.

If your  allocation  instructions  would apply less than the $2,500 minimum to a
fixed subaccount,  we will promptly ask you for further  instructions  regarding
how we should  apportion the premium.  In certain states,  premium  payments you
direct to the  variable  subaccounts,  and that we receive  before or during the
Right to Examine Your Contract  period,  will be allocated to the AIM V.I. Money
Market  Fund for the length of the Right to Examine  period.  After this  period
expires, we will reallocate the premium payment as you specified.

Fixed Accumulation Value

The fixed accumulation value of your Annuity Account for any Valuation Period is
equal to the sum of the  values of all the fixed  subaccounts  to which you have
allocated money.

Guaranteed Periods

You may allocate your premium  payments,  or transfer your account value, to any
fixed subaccount we offer. Each fixed subaccount will credit guaranteed interest
rates for the length of a guaranteed  period ranging from one to ten years.  The
length of the subaccount's guaranteed period will affect the rate of interest we
credit to the subaccount.

Your money in a fixed  subaccount  will earn  interest at a guaranteed  interest
rate during the subaccount's guaranteed period, unless you withdraw value before
the  guaranteed  period  expires.  The  guaranteed  period starts on the date we
accept a premium payment or, in the case of a transfer, on the effective date of
the transfer.  The  guaranteed  period expires on the date that equals its start
date plus the number of calendar years in the guaranteed period.

We will credit interest daily at a rate equivalent to a compound annual rate. We
will set the interest  rate from time to time. A renewal  and/or a transfer will
begin a new fixed subaccount for the guaranteed  period you select.  Amounts you
allocate at different times to fixed subaccounts with the same guaranteed period
may have  different  interest  rates.  Each  fixed  subaccount  will be  treated
separately  for  purposes  of  determining  whether  to  apply  a  Market  Value
Adjustment.

We will  notify you in writing  before the  expiration  date for any  guaranteed
period.  We will  automatically  roll over the amount in an expiring  subaccount
into a  subaccount  with  the same  guaranteed  period,  unless  you  notify  us
otherwise. Transfers at the end of a guaranteed period do not count as transfers
(See  "Transfers" in this  Prospectus)  and are not subject to  restrictions  on
fixed account transfers.

Guaranteed Interest Rates

From  time to time,  we will  set  current  guaranteed  interest  rates  for the
guaranteed  periods  of the fixed  account.  We will set  interest  rates at our
discretion.  We have no specific  formula for  determining the rates we declare.
Once you  allocate  money to a fixed  subaccount  for a guaranteed  period,  the
interest rate is guaranteed for the entire  duration of the  guaranteed  period.
Any amount you withdraw from the  subaccount  will be subject to any  applicable
withdrawal charges, Annuity Account Fees, Market Value Adjustment, premium taxes
or other  fees.  We will also apply a Market  Value  Adjustment  to amounts  you
transfer out of a fixed subaccount before the end of the guaranteed period.

The  guaranteed  interest  rate  will not be less  than 3% per  year  compounded
annually,  regardless of any Market Value  Adjustment  we may apply.  We have no
obligation  to declare a rate  greater than 3%. You assume the risk that we will
not declare interest rates greater than 3%.

Variable Accumulation Value

The variable accumulation value of your Annuity Account for any Valuation Period
is equal to the sum of the value of all Variable  Accumulation Units credited to
your Annuity Account.

Variable Accumulation Units

We credit  premium  payments  to your  Annuity  Account in the form of  Variable
Accumulation  Units. We determine the number of Variable  Accumulation  Units we
credit by dividing  the dollar  amount you allocate to the  particular  variable
subaccount by the Variable Accumulation Unit Value for the particular subaccount
for the Valuation Period during which we receive and accept the premium payment.

Variable Accumulation Unit Value

We established the initial Variable  Accumulation Unit Value for each subaccount
at $10. We recalculate the Variable  Accumulation Unit Value for each subaccount
at the close of each Valuation Date. The Variable  Accumulation  Unit Value will
reflect the  investment  performance  of the  underlying  Portfolio in which the
subaccount  invests,  the deduction of the mortality and expense risk charge and
the deduction of the Administrative Fee.

For a detailed discussion of how we determine Variable  Accumulation Unit Value,
see the SAI.

           OPTIONAL VARIABLE SUBACCOUNT ALLOCATION PROGRAMS

You may elect to enroll in either of the following  programs.  However,  you may
not be enrolled in both programs at the same time.

Dollar Cost Averaging

Dollar Cost Averaging is a program which allows you to  systematically  allocate
specified dollar amounts from the Money Market  subaccount or the One-Year fixed
subaccount to one or more variable  subaccounts.  By allocating set amounts on a
regularly  scheduled  basis,  rather  than  investing  the  total  amount in the
subaccounts at one particular time, you may be less susceptible to the impact of
market fluctuations.

You may select Dollar Cost Averaging by  establishing a Money Market  subaccount
with at least $1,000 or the One-Year fixed subaccount with at least $2,500.  You
must allocate at least $50 per month,  subject to the 18  subaccount  limitation
described under "Allocating Your Premium Payments" above. You may enroll in this
program at any time by calling us or by providing us the  information we request
on the Dollar Cost Averaging election form.

You must have  sufficient  value in the Money Market  subaccount or the One-Year
fixed  subaccount.  We do not permit transfers to any fixed subaccount or from a
fixed  subaccount  other than the One-Year  fixed  subaccount  under Dollar Cost
Averaging.  We may, at our sole discretion,  waive Dollar Cost Averaging minimum
deposit and transfer requirements.

Dollar Cost Averaging will terminate when any of the following occurs:

o        the number of designated transfers has been completed;
o        the value of the Money Market subaccount or the One-Year
         fixed subaccount is insufficient to complete the next
         transfer;
o        you  request  termination  by  telephone  or In  Writing  (we must
         receive such  request at least one week before the next  scheduled
         transfer date to take effect that month); or
o        you surrender the Contract.

The Dollar Cost Averaging  program is not available  following the Annuity Date.
We do not currently charge for Dollar Cost Averaging but we may do so.

We do not control the Fund and cannot  guarantee  that it will accept  transfers
under the Dollar Cost Averaging program.  We reserve the right to discontinue or
change this program at any time.

We do not  guarantee  that the dollar  cost  averaging  program  will  result in
annuity account values which equal or exceed the value of your premium payments.
The Dollar Cost  Averaging  program may not  achieve  its  objective.  We do not
guarantee that the program will result in a profit, or protect against loss, nor
do we  guarantee  that  it  produces  better  results  than  a  single  lump-sum
investment.

Automatic Rebalancing

Automatic   Rebalancing   is  an  option  which   periodically   restores  to  a
pre-determined  level the percentage of annuity value allocated to each variable
subaccount   (e.g.  20%  Money  Market,   50%  Growth,   30%  Utilities).   This
pre-determined  level will be the  allocation  you  initially  selected when you
purchased the Contract,  unless you  subsequently  change it. You may change the
Automatic  Rebalancing  allocation  at any time by submitting a request to us In
Writing.

If you elect  Automatic  Rebalancing,  all premium  payments you allocate to the
variable  subaccounts  must be  subject  to  Automatic  Rebalancing.  The  fixed
subaccount is not available for Automatic Rebalancing.

You must  select  whether  Automatic  Rebalancing  will  occur  on a  quarterly,
semi-annual  or annual basis.  Once the  rebalancing  option is  activated,  any
variable subaccount transfers you execute outside of the rebalancing option will
immediately  terminate the Automatic  Rebalancing option. Any subsequent premium
payment or withdrawal that modifies the net account balance within each variable
subaccount may also cause the Automatic Rebalancing option to terminate. We will
confirm any such termination to you. You may terminate the Automatic Rebalancing
option or re-enroll at any time by calling or writing us.

The Automatic  Rebalancing  program is not available following the Annuity Date.
We do not currently charge for Automatic Rebalancing but we may do so.


                          TRANSFER PRIVILEGE


Accumulation Period

During the  Accumulation  Period you may  transfer  all or part of your  account
value to one or more subaccounts.  You may make up to 12 (twelve) transfers each
Contract  year.  We do not permit  transfers  during  the Right to Examine  Your
Contract period.

Transfers from the fixed subaccounts are subject to the following conditions:

o        you must transfer at least $1,000 unless you are
         transferring the entire value of the subaccount;
o        the amount you transfer to any fixed subaccount must be at
         least $2,500;
o        there must be at least $2,500 remaining in the subaccount
         after the transfer;
o        you may make only one transfer in any Contract Year;
o        the amount you transfer may not exceed 15% of your account
         value in the subaccount on the transfer's effective
         date; and
o        transfers may be subject to a Market Value Adjustment.

Amounts  you  transfer  into  a  fixed  subaccount  will  earn  interest  at the
guaranteed  interest  rate we  declare  for  that  guaranteed  period  as of the
effective date of the transfer.

Transfers from the variable subaccounts are subject to the following conditions:

o        you must transfer at least $100 unless you are transferring
         the entire value of the subaccount;
o        the amount you transfer to any variable subaccount must be
         at least $100; and
o        there must be at least $50 remaining in the subaccount after
         the transfer.

We may  otherwise  restrict  the  transfer  privilege in any way or eliminate it
entirely.  We also may defer  transfers of amounts from the fixed  account for a
period not greater  than six (6) months  from the date we receive  the  transfer
request.

Transfer requests In Writing must be on a form we find acceptable.

Telephone Transfers. We will allow telephone transfers automatically, unless you
specifically decline this privilege in your Contract Application.

We will take the following procedures to confirm that instructions we receive by
telephone are genuine.


o        before a service representative accepts any request, the
         representative will ask the caller for specific
         information to validate the request;
o        we will record all calls; and
o        we will confirm In Writing all transactions we perform.

We are not  liable  for any  loss,  cost or  expense  for  acting  on  telephone
instructions  which we believe are genuine,  if we act in accordance  with these
procedures.

A transfer from a fixed subaccount before its expiration date will be subject to
a Market Value Adjustment.  Transfers involving Variable Accumulation Units will
be subject  to any  conditions  the Fund  imposes.  A  transfer  from a variable
subaccount  will be effective  on the date we receive the request for  transfer,
provided we receive the request before 4:00 p.m. Eastern Time on a day which the
New York Stock  Exchange is open for  business.  Otherwise,  the  transfer  will
become  effective  on the  next  day the New  York  Stock  Exchange  is open for
business.  Under  current  law,  there will not be any tax  liability to you for
making a transfer.

Annuity Period

After the  Annuity  Date the  Payee  receiving  variable  annuity  payments  may
transfer value among the variable subaccounts in which the Contract is invested.
The request  must be In  Writing.  We will  exchange  the value of the number of
Annuity Units from the variable subaccounts you specify for other Annuity Units,
so that the value of an annuity  payment made on the date of the  exchange  will
not be affected by the  exchange.  Each Payee is limited to three  exchanges per
Contract  Year after the Annuity Date.  Such  exchanges may be made only between
variable  subaccounts.  We will make exchanges using the Annuity Unit values for
the Valuation Period during which we receive the request for exchange.


                   DISTRIBUTIONS UNDER THE CONTRACT

Cash Withdrawals

During  the  accumulation  period,  you  may  request  a  cash  withdrawal.  Any
withdrawal  from the  Variable  Account  will be  effective  on the date that we
receive it, so long as we receive the request by 4:00 p.m. Eastern Time. We will
process  your  withdrawal  request  within  seven  days of our  receipt  of your
request.

You may request a full surrender or a partial cash  withdrawal.  A request for a
partial  withdrawal will result in the cancellation of a portion of your account
value equal to the dollar amount of the cash withdrawal  payment,  plus or minus
any applicable  Market Value Adjustment,  plus any applicable  withdrawal charge
and premium taxes. Upon request, we will advise you of the amounts that we would
pay to you if you request a full surrender or partial withdrawal.

A partial cash withdrawal must be at least $1,000.  When electing such a partial
withdrawal, you must tell us:

o        the amount to be withdrawn; and
o        the subaccounts from which to take the money.

Partial  withdrawals may not reduce the total account value below $1,000. If you
do not specify the subaccounts from which we should take the withdrawal, we will
withdraw the requested  amount pro-rata from each variable and fixed  subaccount
you  maintain.  If such a  pro-rata  withdrawal  reduces  the value of any fixed
subaccount below $2,500, or any variable  subaccount  balance below $50, we will
transfer the value of those  subaccounts to that variable  subaccount  where you
maintain  the  highest  value,  or to the fixed  account if there is no variable
subaccount where you maintain a balance greater than $50.

All cash  withdrawals from any fixed account will be subject to the Market Value
Adjustment,  except those which become effective upon the expiration date of the
subaccount's  guaranteed period. If you make a partial cash withdrawal,  we will
assess any applicable  withdrawal charge,  Market Value Adjustment,  and premium
taxes pro-rata against the amounts you have remaining in each subaccount. If you
request  a full  surrender  of the  Contract,  we  will  assess  any  applicable
withdrawal  charges,  Market Value Adjustment,  Annuity Account Fee, and premium
taxes  against the amount you withdraw.  We will deduct the Annuity  Account Fee
and any applicable  Market Value  Adjustment  from the Annuity Account before we
apply any withdrawal charge.

We may defer the  payment of amounts  withdrawn  or  transferred  from the fixed
account for a period not to exceed six (6) months from the date we receive  your
written request for such withdrawal or transfer.

Cash withdrawals  from a variable  subaccount will result in the cancellation of
Variable   Accumulation   Units  from  your  Annuity  Account.   These  Variable
Accumulation  Units will have an aggregate  value on the  effective  date of the
withdrawal equal to the total amount by which we reduce the account value (which
amount  will  include  any  applicable  withdrawal  charge).  We will  base  the
cancellation  of such  units on the  Variable  Accumulation  Unit  values of the
variable  subaccounts at the end of the Valuation Period during which we receive
your cash withdrawal request.

A cash  withdrawal  may have federal income tax  consequences.  See "Federal Tax
Matters".

Minimum Value Requirement

If you request a partial withdrawal which would cause your account value to fall
to less than $1,000,  then we will treat the partial withdrawal as a request for
a full  surrender.  We will  terminate your Contract as if you  surrendered  the
Contract  if you do not make  premium  payments  under  the  Contract  for three
consecutive  years and the account  value has fallen  below  $1,000  during this
period. Before we exercise this right to terminate, we will give you thirty (30)
days  notice  and the  opportunity  to make an  additional  premium  payment  to
increase the account value above the minimum amount.  On  termination,  you will
receive  the  amount  which  we would  have  paid had the  Contract  been  fully
surrendered. We may also transfer any fixed subaccount balance which has a value
below $2,500 and any variable  subaccount balance which has a value below $50 to
that  variable  subaccount  where you maintain the highest value or to the fixed
account if there is no variable  subaccount where you maintain a balance greater
than $50.

Section 403(b) Annuities

The Code imposes  restrictions on cash withdrawals if your Contract is used with
Section 403(b)  annuities.  In order for such a Contract to receive tax deferred
treatment,   the  Contract  must  provide  that  cash   withdrawals  of  amounts
attributable  to salary  reduction  contributions  (other  than  withdrawals  of
accumulation account value as of December 31, 1988 ("Pre-1989,  Salary Reduction
Account  Value")  may be made only when you  attain  age 59 1/2,  separate  from
service with the employer, die or become disabled (within the meaning of Section
72(m)(7) of the Code).  These restrictions apply to any growth or interest on or
after January 1, 1989,  on Pre-1989  Salary  Reduction  Account  Values,  salary
reduction  contributions  made on or after  January 1,  1989,  and any growth or
interest on such contributions ("Restricted Account Values").

Withdrawals  of  Restricted  Account  Values  are  also  permitted  in  cases of
financial  hardship,  but  only to the  extent  of  contributions;  earnings  on
contributions  cannot be withdrawn  for hardship  reasons.  Hardship (and other)
withdrawals  may be subject to a 10% tax penalty,  in addition to any withdrawal
charge,  Market  Value  Adjustment,  Annuity  Account  Fee,  and  premium  taxes
applicable under the Contract.

Under the terms of a  particular  Section  403(b)  plan,  you may be entitled to
transfer  all or a  portion  of the  account  value  to one or more  alternative
funding  options.  You should consult the documents  governing your plan and the
person  who   administers  the  plan  for  information  as  to  such  investment
alternatives.

With respect to the  restrictions on withdrawals from the Variable  Account,  we
are relying upon a no-action  letter dated November 28, 1988,  from the staff of
the Commission to the American  Council of Life  Insurance.  We have complied or
will comply with the requirements of that no-action letter.

                            DEATH BENEFITS

In the event of the death of any Owner  before the Annuity  Date,  we will pay a
death benefit to the Beneficiary upon receipt of due proof of the Owner's death.
If there is no designated  Beneficiary  living on the date of the Owner's death,
we will, upon receipt of due proof of death of both the Owner and the designated
Beneficiary, pay the death benefit in one lump sum to the Owner's estate. If the
death of any  Annuitant  occurs on or after the Annuity  Date,  no death benefit
will be payable under the Contract  except as may be provided  under the Annuity
Option elected.

Election and Effective Date of Election

During your  lifetime and before the Annuity  Date,  you may elect In Writing to
have the death  benefit  applied under the Annuity  Options for the  Beneficiary
after the Owner's death.

If no death  benefit  payment  method is in  effect  on the date of the  Owner's
death, the Beneficiary may elect:

o        to receive the death benefit in the form of a single cash
         payment; or
o        to have the death benefit  applied  under the Annuity  Options (on
         the Annuity Date).

The  Beneficiary  must make the election to us In Writing.  Your  election of an
Annuity  Option  specifying  the method by which the death benefit shall be paid
will  become  effective  on the date we  receive  it.  Any  Annuity  Option  the
Beneficiary elects will become effective on the later of:

o        the date we receive the election; or
o        the date we receive due proof of the Owner's death.

If we do not receive the  Beneficiary's  election  within 60 days  following the
date we receive due proof of the Owner's death,  the Beneficiary  will be deemed
to have  elected on such 60th day to receive the death  benefit in the form of a
single cash payment.

The Annuity Option you or the Beneficiary elect may be restricted by
the Code.  See "Federal Tax Matters" for further discussion.

Payment of Death Benefit

If the Beneficiary requests the death benefit to be paid in cash, subject to our
receipt of due proof of death,  we will make  payment  within  seven days of the
date the election becomes effective or is deemed to become effective. If we will
pay the death  benefit in one lump sum to the Owner's  estate,  we will make the
payment  within  seven (7) days of the date we receive due proof of the death of
the Owner and/or the designated  Beneficiary,  as  applicable.  We may defer any
such payment of amounts derived from the Variable Account in accordance with the
Act. If we must make payment under any of the Annuity Options,  the Annuity Date
will be thirty (30) days  following the effective  date or the deemed  effective
date of the election.  We will maintain your Annuity Account in effect until the
Annuity Date.


Amount of Death Benefit

We do not assess Market Value  Adjustment or withdrawal  charges against amounts
which we apply toward payment of a death benefit. We determine the amount of the
death benefit as of the  effective  date or deemed  effective  date of the death
benefit  election  (not as of the date of death).  Unless there is a transfer of
ownership, the death benefit is equal to the greater of:

o     the account value for the Valuation  Period during which the death
      benefit election is effective or deemed to become effective;
o     the sum of all premium payments under the Contract, minus
      the sum of all partial withdrawals from the Contract;
o     your  account  value on the  Seven  Year  Anniversary  immediately
      preceding the date the death  benefit  election is effective or is
      deemed to become  effective,  adjusted for any subsequent  premium
      payments and partial withdrawals and charges; and
o     the amount  that  would  have been  payable in the event of a full
      surrender  of the  Contract  including  surrender  charges and any
      applicable  Market Value  Adjustment on the date the death benefit
      election is effective or is deemed to become effective.

                      SURRENDER OF THE CONTRACTS

At any time before the Annuity Date, you may elect to surrender the Contract and
receive a cash  payment.  On the  Surrender  Date,  we will cancel your  Annuity
Account  and we will pay the  account  value,  minus any  applicable  withdrawal
charges,  Annuity  Account  Fee,  and  premium  taxes,  and  plus or  minus  any
applicable Market Value Adjustment. We will make the payment to you within seven
days of the Surrender Date in the form of a cash payment. We may be permitted to
defer any such payment of amount derived from the Variable Account in accordance
with the Act.  We may defer the  payment  of  amounts  withdrawn  from the fixed
account  for a period not greater  than 6 months  from the date we receive  your
written request for such withdrawal.

Following a surrender of the  Contract,  or if the Contract  terminates  for any
other reason, all your rights, and those of the Annuitant,  and Beneficiary will
terminate.

A surrender may have federal income tax consequences. See "Federal Tax Matters".

                          ANNUITY PROVISIONS

Annuity Date

Annuity  payments will begin on the first day of the month following the Annuity
Date you select and specify in the Contract Application or Order to Purchase. In
most states,  the date you select may not be earlier than 30 days  following the
Date of Issue.  You may change  this date from time to time by  notifying  us In
Writing.  We must receive notice of each change at least 45 days before the then
current Annuity Date. The new Annuity Date must be a date which is:

o        at least 30 days after the effective date of the change;
o        the first day of a month; and
o        not later than the first day of the first month following
         the Annuitant's 90th birthday.

These requirements may be restricted,  in the case of a Qualified  Contract,  by
the  particular  retirement  plan or by applicable  law. You may also change the
Annuity Date by electing an Annuity  Option as  described  in the death  benefit
section of this Prospectus.

On the Annuity Date,  we will cancel your Annuity  Account and we will apply the
account value,  minus any applicable  Annuity  Account Fee and premium taxes, to
provide an annuity under one or more of the options described below. We will not
impose any Market Value Adjustment or withdrawal charges upon amounts applied to
purchase an annuity.  You may not request  payments  under the  Contract's  cash
withdrawal provisions on or after the Annuity Date.

Since the Contract  offered by this  Prospectus may be issued in connection with
retirement plans which meet the requirements of Section 401, 403, 408, or 457 of
the Code, as well as certain  non-qualified plans, you should refer to the terms
of the particular plan for any limitations or restrictions on the Annuity Date.

Election - Change of Annuity Option

During your lifetime and before the Annuity  Date,  you may elect one or more of
the Annuity  Options  described  below,  or any other Annuity Option to which we
agree.  You may also change any election,  but we must receive notice In Writing
of any  election  or any change of  election at least 45 days before the Annuity
Date.

If no election is in effect on the 30th day before the Annuity  Date and you use
the Contract in connection with a retirement  plan which meets the  requirements
of either Section 401 (including  Section 401(k)),  Section 403, Section 408(c),
Section  408(k),  or Section 457 of the Code,  we will conclude that you elected
the Joint and Survivor  Annuity  described  below or Life Annuity,  whichever is
applicable,  if required by such retirement plan. If you do not use the Contract
in  connection  with one of these plans,  we will conclude that you have elected
Life Annuity with 120 Monthly Payments Certain.

At any time you may request annuitization In Writing of your account value under
any of the Annuity  Options  described  below.  We will not impose a  withdrawal
charge or Market Value  Adjustment at the time payments under the Annuity Option
begin. Such annuitization  will automatically  result in a change in the Annuity
Date to the date payments commence under the Annuity Option you elect.

You  should  refer  to the  terms  of your  particular  retirement  plan and any
applicable  legislation for any limitations or restrictions on the options which
you may elect.  We do not permit a change of Annuity  Option  after the  Annuity
Date.

Annuity Options

The Contract  provides for seven  different  Annuity Options which are described
below.  Four are fixed annuity options,  and three are variable annuity options.
You may elect a fixed annuity, a variable annuity,  or a combination of both. If
electing a  combination,  you must specify  what part of the Annuity  Account we
should apply to each fixed and  variable  annuity  Option.  If we do not receive
your  election by the 30th day before the Annuity  Date,  we will  determine the
portion  of the  Annuity  Account  to be  applied  to a fixed  annuity  and/or a
variable  annuity on a pro-rata  basis based on the  composition of your Annuity
Account on the  Annuity  Date.  (Any  amounts in the  Variable  Account  will be
applied to a variable annuity,  and amounts in the fixed account will be applied
to a fixed annuity.) We will base variable  annuity  payments on the subaccounts
you select, or on how you allocate the account value among the subaccounts.

Fixed Annuity Payments

A fixed annuity provides for Annuity Option payments which will remain constant.
Payments  will be made under the terms of the Annuity  Option you  elected.  The
effect  of  choosing  a fixed  annuity  is that we will set the  amount  of each
payment on the Annuity  Date and that  amount  will not change.  If you select a
fixed  annuity,  we will  transfer  to our  general  account  any amounts in the
Variable Account that we use to provide the fixed annuity.

We will fix the amount of the annuity  payments by the fixed annuity  provisions
you select and, for some options, the Annuitant's  settlement age (determined in
accordance  with the  Contract).  We determine  the amount of each fixed annuity
payment by applying  the  Annuity  Payment  Rates  found in the  Contract to the
portion of the account value  allocated to the fixed annuity  Option you select,
or, we will use the Annuity Payment Rates we use on the Annuity Date if they are
more  favorable  to the Payee.  The rates found in the Contract  show,  for each
$1,000 applied,  the dollar amount of the monthly fixed annuity payment.  We may
change this rate with respect to Contracts purchased after the effective date of
such change (see "Modification").

Variable Annuity Payments

If you choose to receive  variable  annuity  payments,  the dollar amount of the
payments  will  fluctuate  or vary in  dollar  amount,  based on the  investment
performance  of the  variable  subaccounts  in which you  invest.  The  variable
annuity purchase rate tables in the Contract reflect an assumed interest rate of
3%, so if the actual net  investment  performance of the subaccount is less than
this rate, then the dollar amount of the actual annuity  payments will decrease.
If the actual net  investment  performance of the subaccount is higher than this
rate,  then the dollar amount of the actual annuity  payments will increase.  If
the net  investment  performance  exactly  equals  the 3% rate,  then the dollar
amount of the actual annuity payments will remain constant.

We determine the amount of the first  variable  annuity  payment by the variable
annuity provisions you select and, for some options, the Annuitant's  settlement
age of the Annuitant (determined in accordance with the Contract).  We determine
all variable  annuity  payments  other than the first by means of Annuity  Units
credited to the Contract with respect to the particular  payee. We determine the
number of Annuity Units to be credited in respect of a particular  subaccount by
dividing that portion of the first variable annuity payment attributable to that
subaccount by the Annuity Unit Value of that subaccount for the Valuation Period
which ends  immediately  preceding the Annuity Date. The number of Annuity Units
of each  subaccount  credited with respect to the particular  payee then remains
fixed  unless an exchange  of Annuity  Units is made  pursuant to the  "Transfer
Privilege - Annuity Period" section.  The dollar amount of each variable annuity
payment after the first may increase,  decrease or remain  constant,  and equals
the sum of the amounts  determined by multiplying the number of Annuity Units of
a  particular  subaccount  for the  Valuation  Period,  which  ends  immediately
preceding the due date of each subsequent payment, by the Annuity Unit Value for
that  subaccount,  for the first  Valuation  Period  occurring on or immediately
before the first day of each month.  We deduct the annual  Annuity  Account Fee,
pro-rata, from each variable annuity payment.

You may choose to receive annuity  payments under any one of the Annuity Options
described  below.  We may consent to other  plans of payment  before the Annuity
Date.

If you use the Contract in  connection  with a  retirement  plan which meets the
requirements  of either Section 401  (including  Section  401(k)),  Section 403,
Section  408(c),  Section  408(k),  or Section 457 of the Code,  we will offer a
Joint and Survivor  Annuity  under the  Contract.  A Joint and Survivor  Annuity
provides for monthly payments payable during the joint lifetime of the Payee and
a designated  second person and during the lifetime of the survivor.  During the
lifetime of the survivor we will  determine the monthly  payment  payable in the
same manner as during the joint lifetime of the Payee and the designated  second
person.

                         FIXED ANNUITY OPTIONS

Life Annuity Option

We make monthly  payments to the Payee during the  Annuitant's  lifetime  ending
with the last payment due before the Annuitant's  death.  Under this option,  we
will make only one  payment  if the  Annuitant  dies  before we make the  second
payment, we will make only two payments if the Annuitant dies before we make the
third payment, etc.

Life Annuity with Certain Period Option

We will make monthly  payments to the Payee for a fixed period of 60, 120,  180,
or 240 months (as selected) and for as long thereafter as the Annuitant lives.

Cash Refund Life Annuity Option

We make monthly  payments to the Payee during the  Annuitant's  lifetime  ending
with the last payment due before the  Annuitant's  death  provided  that, at the
Annuitant's  death,  the Payee will receive an  additional  payment equal to the
excess,  if any, of the initial value of the proceeds we apply under this option
over the dollar amount of payments we have already paid.

Annuity Certain Option

We pay monthly  payments for the number of years selected which may be from 5 to
30 years.

                       VARIABLE ANNUITY OPTIONS

Variable Life Annuity Option

We make monthly  payments to the Payee during the Annuitant's  lifetime,  ending
with the last payment due before the Annuitant's  death.  Under this option,  we
will make only one  payment  if the  Annuitant  dies  before we make the  second
payment, we will make only two payments if the Annuitant dies before we make the
third payment, etc.

Variable Life Annuity with Certain Period Option

We make monthly payments to the Payee for a fixed period of 60, 120, 180, or 240
months (as selected), and for as long thereafter as the Annuitant lives.



<PAGE>


Variable Annuity Certain Option

We make monthly  payments for the number of years you select which may be from 5
to 30 years.  At any time during the period we make payments,  the Annuitant may
elect  that a  portion  or all of the  future  payments  to which  the  Payee is
entitled be commuted and paid in one sum. A withdrawal  may be taken at any time
after  annuitization  which  does not  exceed  the total  value of the  variable
annuity  certain on the withdrawal  date. We determine the value of the variable
annuity  certain by first  converting  your number of annuity units into dollars
based on the value of the annuity units. Thereafter,  we divide the dollar value
by an annuity  certain  payment factor to obtain the total value of the variable
annuity certain.  We determine the annuity certain payment factor by calculating
the number of monthly payments  remaining from the date of withdrawal to the end
of the  variable  annuity  certain  period and  discounting  such  payments to a
present value using an assumed interest rate of 3%. The Annuitant may elect that
the Payee receives all or a portion of this present value.

Additional Annuity Options

You may settle any proceeds  payable under the Contract,  under any other method
of settlement  including  joint and senior  settlement  options under joint life
annuities) we offer at the time of the request.

Determination of Annuity Payments

On the Annuity Date,  we will apply the adjusted  value of the fixed account and
the Variable  Account to provide for payments under the selected Annuity Option.
The adjusted value will be equal to:

o        the account value at the end of the Valuation Period which
         ends immediately preceding the Annuity Date;
o        reduced by a  proportionate  amount of the Annuity  Account Fee to
         reflect  the  time  elapsed  between  the  last  day of the  prior
         contract year and the day before the Annuity Date; and
o        reduced by any premium or similar taxes.

If the amount to be applied under any annuity option is less than $5,000,  or if
the monthly  annuity payment payable in accordance with such option is less than
$50, we will pay the amount in a single payment to the Payee you designate.

                       CONTRACT CHARGES AND FEES

We assess charges under the Contract offered by this Prospectus in four ways:

o as withdrawal charges (contingent deferred sales charges); 
o as deductions for Contract  administration  expenses and, if  applicable,  
  for premium taxes; 
o as charges against the assets of the Variable Account for the assumption of 
  mortality and expense risks and for administrative expenses; and
o as Market Value Adjustments on certain withdrawals from the fixed account.

In  addition,  certain  deductions  are  made  from the  assets  of the Fund for
investment  management  fees and  expenses.  These fees and  expenses  are fully
described in the Fund's Prospectus and its SAI.



<PAGE>


Withdrawal Charges

We do not make a deduction for sales charges from a premium payment. However, if
you make a cash  withdrawal  of a premium  payment,  we may assess a  withdrawal
charge  (contingent  deferred  sales  charge).  The length of time  between  our
acceptance  of the  premium  payment  deemed  withdrawn  and  the  receipt  of a
withdrawal request determines the withdrawal charge. This charge will be used to
cover  certain  expenses  relating  to  the  sale  of  the  Contract   including
commissions  paid  to  sales  personnel,  the  costs  of  preparation  of  sales
literature, other promotional costs and acquisition expenses.

Each  premium  payment  has its own time  period for  purposes  of  assessing  a
withdrawal  charge.  For purposes of computing the  withdrawal  charge,  we deem
amounts to be withdrawn in the order in which we received them. For example,  we
will make  withdrawals  from the oldest premium  payment we have accepted first.
After these  amounts are  exhausted,  we will make  withdrawals  from the second
oldest  premium  payment we have  accepted,  and so on until you withdraw all of
your premium  payments.  After you withdraw all premium  payments,  we will deem
further  withdrawals  to be from net  investment  results  attributable  to such
premium payments, if any.

Subject to the Free  Partial  Withdrawal  described  below,  we will  assess the
following withdrawal charge to premium payment amounts you withdraw from Annuity
Account (adjusted by any applicable Market Value Adjustment):

WITHDRAWAL
CHARGE
PERCENTAGE                        YEAR APPLICABLE

7%....................   During  1st  Year since premium payment accepted
6%....................   During  2nd  Year since premium payment accepted
5%....................   During  3rd  Year since premium payment accepted
4%....................   During  4th  Year since premium payment accepted
3%....................   During  5th  Year since premium payment accepted
2%....................   During  6th  Year since premium payment accepted
1%....................   During  7th  Year since premium payment accepted
0%....................   Thereafter

When you make a withdrawal,  we will deduct any applicable  Annuity  Account Fee
from, and make any Market Value  Adjustment  to, your Annuity  Account before we
apply any withdrawal  charge.  We then assess the withdrawal  charge against the
amounts remaining in your Annuity Account.  If your Annuity Account is allocated
among more than one  subaccount,  we will assess the withdrawal  charge pro-rata
against the amounts  remaining  within the subaccounts from which the withdrawal
occurred.  If the subaccounts from which the withdrawal  occurred do not contain
sufficient  amounts  to  satisfy  the  withdrawal  charge,  we will  assess  the
deficiency  pro-rata against all amounts remaining within the subaccounts.  If a
cash  withdrawal  causes the entire value of the Annuity Account to be withdrawn
(i.e., a complete surrender), then we will deduct the withdrawal charge from the
amount paid. We will not impose the withdrawal  charge on a premium  payment you
withdraw  after the end of the seventh year from the date we accept such premium
payment,  nor do we impose  the  withdrawal  charge  upon  payment  of the death
benefit or upon amounts applied to an Annuity Option.

We may, upon notice to you,  modify the withdrawal  charges,  provided that such
modification  shall apply only to your  Annuity  Account  established  after the
effective  date of such  modification  (see  "Modification").  For  examples  of
withdrawals, surrenders, withdrawal charges and the Market Value Adjustment, see
the SAI.

Free Partial Withdrawal

During each  Contract Year before the Annuity Date you may withdraw a portion of
the premium payments you paid without being assessed a withdrawal  charge.  Your
request  must be In Writing.  This  privilege  continues  until you withdraw all
premium  payments you paid to the your Annuity  Account.  You may withdraw up to
15% of the total amount of your  premium  payments  without a withdrawal  charge
each Contract Year. The amount must be at least $1,000.

You must specify the subaccounts from which the amount will be withdrawn. If you
do not specify the subaccounts from which the withdrawal will occur, the Company
will withdraw the amount pro-rata from all your subaccounts.

We may pay withdrawals  under this provision as a lump sum or (upon our consent)
over equal installments no more frequently than monthly.

A Free Partial Withdrawal may have federal income tax consequences. See "Federal
Tax Matters".

Annuity Account Fee

On the last  Valuation  Date of each  calendar  year, we deduct an annual policy
administration  fee, the Annuity Account Fee, on a pro-rata basis from all of an
your  subaccounts.  The  Annuity  Account  Fee equals  $35.  This fee  partially
reimburses us for administrative  expenses relating to the issue and maintenance
of the Contract and your Annuity Account.

We will pro rate your initial  Annuity  Account Fee for the calendar year during
which you  established  your  Annuity  Account,  to reflect the shorter  initial
period. Thereafter, we will assess the full $35 Annuity Account Fee annually. If
you  surrender the  Contract,  we will deduct a $35 Annuity  Account Fee. On the
Annuity Date, we will reduce the account value by a proportionate  amount of the
Annuity Account Fee to reflect the time elapsed between the previous December 31
and the day before the Annuity  Date.  After the Annuity Date, we will deduct an
annual $35  Annuity  Account  Fee, in  approximately  equal  amounts,  from each
variable  annuity  payment you made during the year. We will not deduct  Annuity
Account Fee from fixed annuity  payments.  If applicable state law requires,  we
will reduce the $35 Annuity  Account Fee to a lesser  amount.  We will waive the
annual  Annuity  Account  Fee each  year  that  your  account  value is at least
$100,000 on the last Valuation Date of that year.

Administrative Fee

On each Valuation Date, we deduct a Administrative  Fee from the assets you have
in  each  variable  subaccount  to  partially  reimburse  us for  administrative
expenses  relating to the issue and maintenance of the Contract and your Annuity
Account. This charge currently has an effective annual rate of 0.10% (equal to a
daily  rate of  0.000275834%  of the  assets  in each  subaccount).  There is no
necessary relationship between the administrative charges imposed and the amount
of expenses that may be attributable to any single Owner's Annuity Account.

Premium Taxes

We will  deduct  premium tax  equivalents  (including  any  related  retaliatory
taxes), if any, and any other taxes due under the Contract.  We currently deduct
any such taxes at the time you  withdraw  or  annuitize  account  value,  or any
portion  thereof,  (although the deduction  could, in the future,  be taken from
premium payments).  Currently these taxes range from 0% to 3.5% of the amount of
premium paid depending upon your state of residence.

We do not  currently  deduct  federal,  state or local  taxes  other  than state
premium taxes.  However, we may charge for such taxes in the future or for other
economic  burdens  resulting  from  the  application  of any  tax  laws  that we
determine to be attributable to the Contract.

Charge for Mortality and Expense Risks

The mortality risk we assume arises from the contractual  obligation to continue
to make  annuity  payments  to one or more  Payees  regardless  of how  long the
Annuitant  lives and regardless of how long all annuitants as a group live. This
assures each  annuitant  that neither the longevity of fellow  annuitants nor an
improvement in the life expectancy  generally will have an adverse effect on the
amount of any  annuity  payment  received  under the  Contract.  We assume  this
mortality risk by virtue of annuity rates incorporated into the Contract.  These
rates cannot be changed.  We also assume a mortality risk in connection with the
death benefits.  The expense risk we assumed is the risk that the administrative
charges  assessed  under the  Contract may be  insufficient  to cover the actual
total administrative expenses we incur.

For assuming these risks, we deduct a charge from value you have in the Variable
Account at the end of each Valuation Period at an effective annual rate of 1.25%
(calculated  at a daily  rate of  0.003447920%  of the  assets  in the  Variable
Account).  (We estimate approximately 0.75% of this charge to be attributable to
mortality  risks and  approximately  0.50% of this charge to be  attributable to
expense  risks.) If the deduction is  insufficient to cover our actual costs for
mortality and expense risks, we will bear the loss. Conversely, if the deduction
proves  more than  sufficient,  we will  profit  from the  excess.  We expect to
realize a profit from this  charge.  We do not make a deduction  for these risks
from the fixed account.

We assume the risk that  withdrawal  charges  assessed under the Contract may be
insufficient to compensate us for the costs of distributing the Contract. In the
event  the  withdrawal   charges  prove  to  be  insufficient  to  cover  actual
distribution  expenses,  the deficiency  will be met from our general  corporate
funds,  which may include  amounts  derived from the  mortality and expense risk
charge.

The Contract provides that we may modify the mortality and expense risk charges;
however,  such  modification  shall apply only with respect to Contracts  issued
after the effective date of such modification.

Market Value Adjustment

Any cash withdrawal or transfer from a fixed subaccount, other than a withdrawal
or transfer at the expiration date of the guaranteed period,  will be subject to
a Market  Value  Adjustment.  We will apply the Market Value  Adjustment  to the
amount you withdraw or transfer after we deduct any applicable  Annuity  Account
Fee and before we deduct any applicable withdrawal charge.

The Market Value  Adjustment  generally  reflects the  relationship  between the
Index Rate (based upon the Treasury  Constant  Maturity Series  published by the
Federal  Reserve) in effect at the time you  initially  allocated an amount to a
subaccount's  guaranteed  period under the Contract and the Index Rate in effect
at the time you  withdraw or transfer the amount from the fixed  subaccount.  It
also  reflects  the  time  remaining  in  the  subaccount's  guaranteed  period.
Generally,  if the Index Rate at the time you withdraw or transfer withdrawal or
transfer  is more than .50% lower  than the Index  Rate at the time the  premium
payment was allocated,  then the application of the Market Value Adjustment will
result in higher payment upon  withdrawal or transfer.  Similarly,  if the Index
Rate at the time of  withdrawal or transfer is higher than the Index Rate at the
time  the  premium  payment  was  allocated  (or less  than  0.50%  lower),  the
application  of the Market Value  Adjustment  will  generally  result in a lower
payment upon withdrawal or transfer.  We apply the following  formula to compute
the Market Value Adjustment:

                              (1 + A)(N)
                              (1 + B)(N)

Where:

         A  =     an Index  Rate  (based  on the  Treasury  Constant  Maturity
                  Series  published by the Federal  Reserve) for a security with
                  time to maturity equal to the subaccount's  guaranteed period,
                  determined at the beginning of the guaranteed period.

          B =     an Index Rate (based on the Treasury Constant
                  Maturity Series published by the Federal Reserve)
                  for a security with time to maturity equal to the
                  subaccount's guaranteed period, determined at the
                  time of withdrawal or transfer, plus a 0.50%
                  adjustment (unless otherwise limited by applicable
                  state law). This adjustment builds into the formula
                  a factor representing direct and indirect costs to
                  us associated with liquidating general account
                  assets in order to satisfy surrender requests. This
                  adjustment of 0.50% has been added to the
                  denominator of the formula because it is
                  anticipated that a substantial portion of the
                  general account assets will be in relatively
                  illiquid securities. Thus, in addition to direct
                  transaction costs, if we must sell such securities
                  (e.g., because of surrenders), the market price may
                  be lower. Accordingly, even if interest rates
                  decline, there will not be a positive adjustment
                  until this factor is overcome, and then any
                  adjustment will be lower than otherwise, to
                  compensate for this factor. Similarly, if interest
                  rates rise, any negative adjustment will be greater
                  than otherwise, to compensate for this factor. If
                  interest rates stay the same, this factor will
                  result in a small but negative Market Value
                  Adjustment. If Index Rates "A" and "B" are within
                  0.25% of each other when the Index Rate Factor is
                  determined, no such percentage adjustment to "B"
                  will be made.

          N  =    The number of years remaining in the guaranteed period (e.g.
                  1 year and 73 days = 1 + (73 divided by 365) = 1.2 years).

   Straight line interpolation is used for periods to maturity not quoted.

   See the SAI for examples of the application of the Market Value Adjustment.

                       OTHER CONTRACT PROVISIONS

Deferral of Payment

We may  defer  the  calculation  and  payment  of  partial  withdrawal  and full
surrender  values,  transfers or death  benefits  from any  variable  subaccount
during any period:

o        when the New York Stock Exchange is closed other than
         customary week-end and holiday closings; or
o        when trading on the New York Stock Exchange is restricted as
         the Commission determines; or


<PAGE>


o         when an emergency exists as a result of which:
          (a) disposal of securities held by the Fund is not
              reasonably practicable or
          (b) it is not reasonably practicable to determine the
              value of the net assets of the Fund; or
o         when the Commission may by order permit for the protection
          of security holders.

We may defer the  payment or transfer  of amounts  you  withdraw  from any fixed
subaccount  for a period  not  greater  than 6 months  from the date we  receive
written  request  for such  withdrawal  or  transfer.  If payment or transfer is
deferred  beyond  thirty (30) days, we will pay interest of at least 3% per year
on amounts so deferred.

In addition,  payment of the amount of any withdrawal  derived,  all or in part,
from any premium  payment paid to us by check or draft may be postponed until we
determine the check or draft has been honored.

Designation and Change of Beneficiary

The Beneficiary designated in your Contract Specifications will remain in effect
unless you change it. You have the sole right to change any Beneficiary. Subject
to the  rights of an  irrevocable  Beneficiary,  you may  change or revoke  your
Beneficiary  designation  at any time while you are  living by filing  with us a
beneficiary  designation or revocation in writing. The change or revocation will
not be binding  upon us until we record it. The change or  revocation  will take
effect  as of the  date  on  which  you  sign  the  beneficiary  designation  or
revocation,  but the change or revocation  will be without  prejudice to us with
regard to any payment we made or any action we took before  recording the change
or revocation.

You  should  refer  to the  terms  of your  particular  retirement  plan and any
applicable legislation for any restrictions on the beneficiary designation.

Exercise of Contract Rights

The Contract shall belong to you. You may expressly  reserve all Contract rights
and privileges.  You may exercise such rights and privileges without the consent
of the Beneficiary (other than an irrevocable  Beneficiary) or any other person.
You may exercise such rights and privileges only during your lifetime and before
the Annuity Date, except as otherwise provided in the Contract.

Unless  provided  otherwise  the  Annuitant  becomes  the Payee on and after the
Annuity  Date.  If the Annuitant  predeceases  you before the Annuity Date,  you
become the  Annuitant  until you  designate  a new  Annuitant  in  writing.  The
Beneficiary  becomes the Payee on the death of the  Annuitant  after the Annuity
Date. Such Payees may thereafter exercise such rights and privileges, if any, of
ownership which continue.

Transfer of Ownership

The owner of a Non-Qualified Contract may transfer the ownership of the Contract
before the Annuity  Date.  A transfer of  ownership  will not be binding upon us
until  we  receive  and  record  written  notification.   When  we  record  such
notification,  the  change  will  take  effect  as of  the  effective  date  you
specified.  The change will be without  prejudice to us regarding any payment we
made or any action we took before recording the change.



<PAGE>


You may not transfer ownership of a Qualified Contract except to:

o        the Annuitant;
o        a trustee or  successor  trustee  of a pension  or profit  sharing
         trust  which is  qualified  under  Section  401 of the  Code;  the
         employer of the Annuitant  provided  that the  Qualified  Contract
         after transfer is maintained  under the terms of a retirement plan
         qualified  under Section 403(a) of the Code for the benefit of the
         Annuitant;
o        the trustee of an individual retirement account plan
         qualified under Section 408 of the Code for the benefit
         of the Owner; or
o        as otherwise  permitted from time to time by laws and  regulations
         governing the retirement or deferred  compensation plans for which
         a Qualified Contract may be issued.

Subject  to the  foregoing,  a  Qualified  Contract  may not be sold,  assigned,
transferred,  discounted or pledged as collateral  for a loan or as security for
the  performance  of an  obligation or for any other purpose to any person other
than us.

A transfer of ownership may have federal income tax  consequences.  See "Federal
Tax Matters".

Death of Owner

If any Owner of a  Non-Qualified  Contract dies before the Annuity Date, we must
distribute  the  death  benefit  payable  under  the  Contract,  if any,  to the
Beneficiary, if then alive, either:

o        within five years after the deceased Owner's date of death; or
o        over some period not greater than the Beneficiary's life or
         expected life, with annuity payments beginning within one year
         after the deceased Owner's date of death.

If any Owner is not an individual, a change in or death of any annuitant will be
considered the death of an Owner.

The  person  named as your  Beneficiary  in the  Contract  Application  shall be
considered the designated  beneficiary  for the purposes of Section 72(s )of the
Code and if no person then living has been so named,  then the  Annuitant  shall
automatically be the designated  beneficiary for this purpose. In all cases, any
such  designated  beneficiary  shall not be  entitled  to  exercise  any  rights
prohibited by applicable federal income tax law.

These mandatory distribution  requirements may not apply when the Beneficiary is
the deceased  Owner's  spouse,  if the spouse elects to continue the Contract in
the spouse's own name, as Owner.

If  the  Payee  dies  on or  after  the  Annuity  Date  and  before  the  entire
accumulation  under such  Owner's  Annuity  Account  has been  distributed,  the
remaining  portion of such Owner's Annuity Account,  if any, must be distributed
at least as rapidly as the method of distribution then in effect.  Similar rules
may apply with respect to Qualified Contract.

Voting Fund Shares

We will vote Fund  shares  held by the  subaccounts  at the  Fund's  shareholder
meetings,  and to the extent  required by law, will follow  voting  instructions
received from persons having the right to give voting instructions.  You are the
person having the right to give voting  instructions before the Annuity Date. If
you elect a variable annuity Option,  then after the Annuity Date, the Payee has
the right to give voting instructions.  The number of votes decreases as we make
annuity payments and as the Contract reserves  decrease.  The person's number of
votes will be  determined  by dividing  the  Contract  reserve you allocate to a
subaccount by the net asset value per share of the corresponding Fund Portfolio.
There are no voting rights  associated with the fixed account or a fixed annuity
before or after the Annuity Date.

We will vote any shares attributable to us, and Fund shares for which we receive
no timely voting instructions, in the same proportion as the shares for which we
receive  instructions.  We must  receive  voting  instructions  at least one day
before the shareholders meeting for them to be considered timely.

Owners  participating  under  Qualified  Contract may be subject to other voting
provisions of the particular plan. Individuals who contribute to plans which the
Contract  fund may be entitled to instruct  you as to how to instruct us to vote
the Fund shares attributable to their contributions. Such plans may also provide
the additional extent, if any, to which you shall follow voting  instructions of
persons with rights under the plans.  If we do not receive  voting  instructions
from any such person with respect to a particular  employee's  Annuity  Account,
you may  instruct  us as to how to vote the  number  of Fund  shares  for  which
instructions may be given.

Neither we, nor the Variable Account,  are under any duty to provide information
concerning  the voting  instruction  rights of persons  who may have such rights
under plans, other than rights afforded by the Act. Nor are we under any duty to
inquire as to the instructions we receive, or to your authority or the authority
of others to instruct the voting of Fund shares.  The instructions you give will
be valid as they affect the Variable  Account,  us, and any others having voting
instruction rights with respect to the Variable Account,  except where we or the
Variable Account have actual knowledge to the contrary.

We will provide all Fund proxy material, together with an appropriate form to be
used to give  voting  instructions,  to each person we know to have the right to
give voting  instructions,  at least ten days before each  meeting of the Fund's
shareholders. The number of Fund shares as to which each such person is entitled
to give  instructions  will be  determined  as of a date not  more  than 90 days
before each such  meeting.  Before the Annuity  Date, we determine the number of
Fund shares as to which voting  instructions  may be given to us by dividing the
value of all of the Variable  Accumulation  Units of the  particular  subaccount
credited to your Annuity  Account by the net asset value of one Fund share as of
the same date.  The Fund is not required to, and does not intend to, hold annual
or other regular meetings of shareholders.

If the Act or any  regulation  thereunder  should be amended,  or if the present
interpretation  thereof should change,  and as a result we determine that we are
permitted to vote the Fund's shares in our own right,  we may do so. Fund shares
that we (or our affiliates) hold, in which you or other persons entitled to vote
have no beneficial interest,  may be voted by the shareholder thereof (us or our
affiliates) in its sole discretion.

Adding, Deleting or Substituting Investments

We do not control the Fund and cannot guarantee that it or any of its Portfolios
will be available for  investment in the future or that it or any Portfolio will
accept premium payments or transfers.  In the event the Fund or any Portfolio is
not available,  we reserve the right to make changes in the Variable Account and
its  investments.  We may take  reasonable  action  to  secure a  comparable  or
otherwise appropriate funding vehicle, although we are not required to do so and
may not actually do so. In the unlikely  event that the Fund is not available in
the  future  and a  substitute  funding  vehicle  is not  obtained,  then we may
maintain all Annuity  Account values in the fixed account.  If the Fund or other
funding vehicle restricts or refuses to accept transfers or other  transactions,
then we may change, modify, or revoke transfer privileges under the Contract.

We reserve  the right,  subject  to  compliance  with  applicable  law,  to make
additions to, deletions from, or  substitutions  for the shares of the Fund that
are  held by the  Variable  Account  (or any  subaccount  thereof)  or that  the
Variable Account (or any subaccount thereof) may purchase.  We may eliminate the
shares  of any  of the  Fund's  Portfolios  and  substitute  shares  of  another
Portfolio  or any other  investment  vehicle  of  another  open-end,  registered
investment company if:

o        laws or regulations are changed;
o        shares of the Fund or of a Portfolio are no longer available
         for investment; or
o        we determine that further investment in any Portfolio should
         become inappropriate in view of the purposes of the
         Variable Account.

If any of these events occurs,  substitution of any shares  attributable to your
interest in a subaccount  of the Variable  Account shall occur only after notice
and prior approval by the Commission to the extent required.  Nothing  contained
herein shall prevent the Variable  Account from purchasing  other securities for
other series or classes of  policies,  or from  permitting a conversion  between
series or classes of  policies on the basis of requests  Owners  make.  We shall
make any  appropriate  endorsement  to the Contract to reflect any  substitution
pursuant to this provision.

We may establish new subaccounts when, in our sole discretion,  marketing,  tax,
investment  or  other  conditions  warrant.  Any  new  subaccounts  may be  made
available to existing Owners on a basis we determine. Each additional subaccount
will  purchase  shares in a Portfolio  of the Fund or in another  mutual fund or
investment  vehicle.  We may also eliminate one or more  subaccounts  if, in our
sole discretion,  marketing,  tax,  investment or other conditions  warrant such
change. In the event we eliminate any subaccount, we will notify you and request
a reallocation of the amounts invested in the eliminated subaccount.

Change in Operation of the Variable Account

At our  election,  and if we  determined  that it is in the  best  interests  of
persons  having voting  rights under the  Contract,  we may operate the Variable
Account as a  management  company  under the Act or any other form  permitted by
law;  deregister the Variable Account under the Act in the event registration is
no longer required  (deregistration of the Variable Account requires an order by
the Commission); or combine the Variable Account with one or more other separate
accounts.  To the extent  permitted by applicable  law, we also may transfer the
assets of the Variable  Account  associated with the Contract to another account
or accounts. In the event of any change in the operation of the Variable Account
pursuant to this provision,  we may make appropriate endorsement to the Contract
to  reflect  the  change  and take such  other  action as may be  necessary  and
appropriate to effect the change.

Modifying the Contract

If we may modify the  Contract we will give  notice to you (or the Payees  after
the Annuity Date). We make modify the Contract if such modification:

o    is necessary to make the Contract or the Variable  Account  comply
     with,  or take  advantage  of, any law or  regulation  issued by a
     governmental  agency  to  which  we or the  Variable  Account  are
     subject; or
o    is necessary to attempt to assure  continued  qualification of the
     Contract under the Code or other federal or state laws relating to
     retirement annuities or annuity contracts; or
o    is necessary to reflect a change in the operation of the
     Variable Account or its subaccounts; or
o    provides additional Variable Account and/or fixed
     accumulation options.

If we modify the Contract, we may make appropriate endorsement in the Contract.

In  addition,  upon  notice to you,  we may  modify the  Contract  to change the
withdrawal  charges,  Annuity Account Fees,  mortality and expense risk charges,
the tables used in  determining  the amount of the first  monthly  fixed annuity
payment,  and the formula used to calculate  the Market Value  Adjustment.  Such
modification  shall apply only to Contract  established after the effective date
of such  modification.  In order to exercise  our  modification  rights in these
particular instances, we must notify you of such modification In Writing. All of
the charges and the annuity tables which are provided in the Contract before any
such modification will remain in effect permanently, unless improved by us, with
respect to Contract established before the effective date of such modification.

Discontinuing New Purchases

We reserve the right to limit or  discontinue  the  acceptance  of new  Contract
Applications  and Orders to  Purchase  and the  issuance of new  Contract.  Such
limitation  or  discontinuance  shall have no effect on rights or benefits  with
respect to any Contract  issued before the effective date of such  limitation or
discontinuance.

Right to Examine Your Contract

If you are not  satisfied  with a  Contract,  you may  return it for a refund by
mailing it to us at the Annuity & Variable Life Services  Center mailing address
listed on the cover of this  Prospectus  within ten days (or longer if state law
requires)  after you receive it. You may not make transfers  during this period.
When we receive the returned  Contract we will cancel it, and in most states you
will receive a refund equal to your  account  value at the end of the  Valuation
Period during which we receive the returned Contract.

Where state law  requires  us to refund the full  amount of any initial  premium
payment and subsequent  premium payments we received,  we will place the premium
payments that are allocated to  subaccounts  of the Variable  Account in the AIM
V.I. Money Market Fund until the end of the Right to Examine period. This period
will commence on the day the Contract is mailed,  and on the first  business day
after the end of such  period  we will  allocate  the  premium  payments  as you
specified.

IRA Right to Revoke

With respect to Individual  Retirement  Accounts,  under the Employee Retirement
Income  Security  Act of 1974  ("ERISA")  an Owner  establishing  an  Individual
Retirement  Account must be furnished  with a  disclosure  statement  containing
certain information about the Contract and applicable legal  requirements.  This
statement  must be  furnished  on or before the date the  Individual  Retirement
Account is established. If the Owner is furnished with such disclosure statement
before the seventh day preceding the date the Individual  Retirement  Account is
established,  the Owner will not have any right of revocation. If the disclosure
statement is furnished after the seventh day preceding the  establishment of the
Individual Retirement Account, then the Owner may give us a notice of revocation
at any time within seven days after the Date of Issue. Upon such revocation,  we
will  refund  the  premium  payment  the  Owner  made.  The  foregoing  right of
revocation  with respect to an Individual  Retirement  Account is in addition to
the  return  privilege  set forth in the  preceding  paragraph.  We will allow a
participant establishing an Individual Retirement Account a "ten day free-look",
notwithstanding the provisions of ERISA.



<PAGE>


Periodic Reports

At least once each calendar  year, we will provide you with a report showing the
account value at the end of the preceding calendar year, all transactions during
the calendar year, the current account value,  the number of Accumulation  Units
in each variable subaccount, the applicable Variable Accumulation Unit Values as
of  the  date  of the  report  and  the  interest  rate  credited  to the  fixed
subaccounts.  In  addition,  each person  having  voting  rights in the Variable
Account and a Fund or Funds will  receive such reports as may be required by the
Act and the 1933 Act. We will also send such statements reflecting  transactions
in the  Annuity  Account  as may be  required  by  applicable  laws,  rules  and
regulations.

                          FEDERAL TAX MATTERS

The following discussion is general in nature and is not intended as tax advice.
Each person concerned should consult a competent tax advisor. No attempt is made
to consider any applicable state tax or other tax laws.

Taxation of Non-Qualified Contracts

Non-Natural  Person.  If a non-natural  person (e.g.,  a corporation or a trust)
owns a Non-Qualified Contract, the taxpayer generally must include in income any
increase in the excess of the account value over the  investment in the Contract
(generally,  the premiums or other  consideration  paid for the contract) during
the taxable year. There are some exceptions to this rule and a prospective owner
that is not a natural person should discuss these with a tax adviser.

The  following  discussion  generally  applies  to  Contracts  owned by  natural
persons.

Withdrawals.  When a withdrawal from a Non-Qualified Contract occurs, the amount
received will be treated as ordinary income subject to tax up to an amount equal
to the excess (if any) of the account value immediately  before the distribution
over the Owner=s  investment in the Contract  (generally,  the premiums or other
consideration   paid  for  the  Contract,   reduced  by  any  amount  previously
distributed  from the  Contract  that was not subject to tax) at that time.  The
account value  immediately  before a withdrawal  may have to be increased by any
positive  Market Value  Adjustments  which result from a  withdrawal.  There is,
however,  no  definitive  guidance on the proper tax  treatment  of Market Value
Adjustments,  and you may want to discuss the  potential tax  consequences  of a
Market Value Adjustment with your tax adviser.  In the case of a surrender under
a Non-Qualified  Contract, the amount received generally will be taxable only to
the extent it exceeds the Owner=s investment in the Contract.

Penalty  Tax on  Certain  Withdrawals.  In the  case  of a  distribution  from a
Non-Qualified Contract,  there may be imposed a federal tax penalty equal to ten
percent  of the  amount  treated as income.  In  general,  however,  there is no
penalty on distributions:

- -        made on or after the taxpayer reaches age 592

- -        made on or after the death of an Owner;

- -        attributable to the taxpayer=s becoming disabled; or

- -        made as part  of a  series  of  substantially  equal  periodic
         payments for the life (or life expectancy) of the taxpayer.

Other  exceptions  may apply under certain  circumstances  and special rules may
apply in connection with the exceptions  listed above.  You should consult a tax
adviser with regard to exceptions from the penalty tax.

Annuity  Payments.  Although tax  consequences  may vary depending on the payout
option elected under an annuity  contract,  a portion of each annuity payment is
generally  not  taxed  and the  remainder  is  taxed  as  ordinary  income.  The
non-taxable  portion of an annuity  payment is generally  determined in a manner
that is designed to allow you to recover your investment in the contract ratably
on a tax-free basis over the expected stream of annuity payments,  as determined
when annuity payments start. Once your investment in the contract has been fully
recovered, however, the full amount of each annuity payment is subject to tax as
ordinary income.

Taxation of Death Benefit  Proceeds.  Amounts may be distributed from a Contract
because of your death or the death of the Annuitant. Generally, such amounts are
includible in the income of the recipient as follows:  (i) if  distributed  in a
lump sum, they are taxed in the same manner as a surrender of the  Contract,  or
(ii) if  distributed  under a payout  option,  they are taxed in the same way as
annuity payments.

Transfers,  Assignments or Exchanges of a Contract.  A transfer or assignment of
ownership of a Contract,  the  designation  of an  annuitant,  the  selection of
certain  maturity dates, or the exchange of a Contract may result in certain tax
consequences to you that are not discussed  herein.  An owner  contemplating any
such  transfer,  assignment or exchange,  should consult a tax advisor as to the
tax consequences.

Withholding.  Annuity distributions are generally subject to withholding for the
recipient=s  federal  income tax  liability.  Recipients  can  generally  elect,
however, not to have tax withheld from distributions.

Multiple  Contracts.  All  annuity  contracts  that  are  issued  by us (or  our
affiliates)  to the same  owner  during  any  calendar  year are  treated as one
annuity  contract  for purposes of  determining  the amount  includible  in such
owner=s income when a taxable distribution occurs.

Taxation of Qualified Contracts

The tax rules  applicable to Qualified  Contracts  vary according to the type of
retirement  plan and the terms and  conditions of the plan.  Your rights under a
Qualified  Contract may be subject to the terms of the  retirement  plan itself,
regardless of the terms of the Qualified Contract.  Adverse tax consequences may
result  if  you  do not  ensure  that  contributions,  distributions  and  other
transactions with respect to the Contract comply with the law.

Individual Retirement Accounts (IRAs), as defined in Sections 219 and 408 of the
Internal Revenue Code (Code), permit individuals to make annual contributions of
up to the lesser of $2,000 or 100% of adjusted gross income.  The  contributions
may be deductible  in whole or in part,  depending on the  individual=s  income.
Distributions  from certain  pension plans may be Arolled over@ into an IRA on a
tax-deferred  basis without  regard to these  limits.  Amounts in the IRA (other
than nondeductible contributions) are taxed when distributed from the IRA. A 10%
penalty tax  generally  applies to  distributions  made  before age 592,  unless
certain  exceptions  apply.  The Internal  Revenue  Service has not reviewed the
Contract  for  qualification  as an IRA,  and has not  addressed  in a ruling of
general applicability whether a death benefit provision such as the provision in
the Contract comports with IRA qualification requirements.

Corporate  pension and  profit-sharing  plans under  Section  401(a) of the Code
allow  corporate  employers to establish  various types of retirement  plans for
employees,  and  self-employed  individuals  to  establish  qualified  plans for
themselves and their employees. Adverse tax consequences to the retirement plan,
the  participant  or both may  result  if the  Contract  is  transferred  to any
individual as a means to provide benefit payments, unless the plan complies with
all the  requirements  applicable to such  benefits  prior to  transferring  the
Contract.  The Contract  includes a Death  Benefit that in some cases may exceed
the greater of the premium  payments or the  account  value.  The Death  Benefit
could be characterized as an incidental benefit,  the amount of which is limited
in any pension or profit-sharing plan. Because the Death Benefit may exceed this
limitation,  employers  using the Contract in connection  with such plans should
consult their tax adviser.

Tax  Sheltered  Annuities  under section  403(b) of the Code allow  employees of
certain Section 501(c)(3) organizations and public schools to exclude from their
gross income the premium  payments made,  within certain  limits,  on a contract
that will  provide an  annuity  for the  employee=s  retirement.  These  premium
payments  may be subject to FICA (social  security)  tax.  Distributions  of (1)
salary reduction  contributions made in years beginning after December 31, 1988;
(2) earnings on those contributions;  and (3) earnings on amounts held as of the
last year  beginning  before  January 1, 1989, are not allowed prior to age 592,
separation from service, death or disability. Salary reduction contributions may
also be distributed upon hardship, but would generally be subject to penalties.

Section 457 Plans,  while not actually  providing  for a qualified  plan as that
term is normally used,  provides for certain  deferred  compensation  plans with
respect  to  service  for  state  governments,   local  governments,   political
subdivisions,   agencies,  instrumentalities  and  certain  affiliates  of  such
entities,  and tax  exempt  organizations.  The  Contract  can be used with such
plans.  Under such plans a  participant  may specify the form of  investment  in
which his or her participation will be made. All such investments,  however, are
owned  by and are  subject  to,  the  claims  of the  general  creditors  of the
sponsoring  employer.  In general, all amounts received under a section 457 plan
are taxable and are subject to federal income tax withholding as wages.

Other Tax Issues.  Qualified  Contracts  have  minimum  distribution  rules that
govern  the  timing  and  amount  of  distributions.  You  should  refer to your
retirement  plan,  adoption  agreement,  or  consult  a  tax  advisor  for  more
information about these distribution rules.

Distributions from Qualified  Contracts generally are subject to withholding for
the Owner's federal income tax liability.  The withholding rate varies according
to the type of  distribution  and the  Owner=s  tax  status.  The Owner  will be
provided the opportunity to elect not have tax withheld from distributions.

"Eligible  rollover  distributions"  from section  401(a) plans are subject to a
mandatory   federal  income  tax  withholding  of  20%.  An  eligible   rollover
distribution is the taxable portion of any distribution from such a plan, except
certain   distributions   such  as   distributions   required  by  the  Code  or
distributions  in a specified  annuity form. The 20% withholding does not apply,
however,  if the  Owner  chooses a Adirect  rollover@  from the plan to  another
tax-qualified plan or IRA.

Possible Tax Law Changes

Although the likelihood of legislative changes is uncertain, there is always the
possibility  that the tax treatment of the Contract  could change by legislation
or otherwise. Consult a tax adviser with respect to legislative developments and
their effect on the Contract.

We have the right to modify the contract in response to legislative changes that
could  otherwise  diminish the  favorable tax  treatment  that annuity  contract
owners currently receive.  We make no guarantee  regarding the tax status of any
contact and do not intend the above discussion as tax advice.


                     DISTRIBUTION OF THE CONTRACTS

Sagemark  Consulting,  Inc.  ("Sagemark"),  formerly  known as  CIGNA  Financial
Advisors,  Inc., located at 350 Church Street,  Hartford,  Connecticut 06103, is
the principal  underwriter and the distributor of the Contract. As of January 1,
1998, Sagemark, formerly a wholly-owned subsidiary of CIGNA Corporation,  became
a  wholly-owned   subsidiary  of  Lincoln  National   Corporation,   an  Indiana
corporation with headquarters in Fort Wayne, Indiana, whose principal businesses
are insurance and financial  services.  Sagemark may enter into  contracts  with
various  broker-dealers  to  aid  in  the  distribution  of  the  Contract.  The
commissions paid to dealers are no greater than 6.75% of premium payments.

                      HISTORICAL PERFORMANCE DATA

We may from time to time  disclose  the  current  annualized  yield of the Money
Market  subaccount  for a 7-day  period  in a manner  which  does not take  into
consideration  any realized or  unrealized  gains or losses on shares of the AIM
V.I. Money Market Series or on its portfolio securities.  Yield figures will not
reflect  withdrawal  charges or premium taxes. We compute the current annualized
yield by determining  the net change  (exclusive of realized gains and losses on
the sale of securities and unrealized  appreciation and depreciation) at the end
of the 7-day period in the value of a hypothetical account having a balance of 1
variable  accumulation  unit of the Money Market  subaccount at the beginning of
the 7-day period,  dividing such net change in account value by the value of the
account at the beginning of the period to determine the base period return,  and
annualizing  this quotient on a 365-day  basis.  The net change in account value
reflects  (i) net income from the  Portfolio  attributable  to the  hypothetical
account;  and (ii)  charges and  deductions  imposed  under a Contract  that are
attributable to the hypothetical account.

We may also disclose the effective yield of the Money Market  subaccount for the
same 7-day period,  determined on a compounded basis. We calculate the effective
yield by compounding  the  unannualized  base period return by adding one to the
base  period  return,  raising the sum to a power equal to 365 divided by 7, and
subtracting one from the result.

We may also advertise or disclose the current annualized yield of one or more of
the subaccounts of the Variable Account (except the Money Market subaccount) for
30-day periods.  The annualized yield of a subaccount refers to income generated
by  the  subaccount  over  a  specific  30-day  period.  Because  the  yield  is
annualized, the yield a subaccount generates during the 30-day period is assumed
to be generated each 30-day period over a 12-month period.  We compute the yield
by dividing  the net  investment  income per variable  accumulation  unit earned
during the period by the maximum  offering price per unit on the last day of the
period. The yield calculations do not reflect the effect of any premium taxes or
withdrawal charges that may be applicable to a particular Contract.

We may also  advertise or disclose  annual average total returns for one or more
variable  subaccounts for various periods of time. The standardized total return
of a subaccount refers to return quotations assuming an investment has been held
in the subaccount for various periods of time including, but not limited to, one
year,  five years,  and ten years (if the  subaccount  has been in operation for
those  periods),  and a period  measured from the date the subaccount  commenced
operations.  Total returns  represent  the average  annual  compounded  rates of
return that would equate the initial amount invested to the redemption  value of
that investment as of the last day of each of the periods for which total return
quotations are provided.  Accordingly,  the total return quotations will reflect
not only income but also changes in principal (i.e., variable accumulation unit)
value,  whereas the yield  figures will only reflect  income.  The  standardized
total return  quotations  reflect the withdrawal  charge,  but the  standardized
yield figures will not.

We may from  time to time  also  disclose  average  annual  total  returns  in a
non-standard format in conjunction with the standard format described above. The
non-standard  format will be identical to the  standard  format  except that the
withdrawal  charge percentage is assumed to be 0%. We may from time to time also
disclose  cumulative  total  returns in  conjunction  with the  standard  format
described  above.  The cumulative  returns will be calculated  assuming that the
withdrawal charge is 0%.

We will only  advertise  non-standard  performance  data if we also disclose the
standard  performance  data.  Performance  will  vary  from  time  to  time  and
historical results will not be representative of future performance. Performance
information  may not provide a basis for  comparison  with other  investments or
other investment companies using a different method of calculating  performance.
Current  yield is not fixed and varies  with  changes in  investment  income and
variable  accumulation unit values. The Money Market  subaccount's yield will be
affected  if it  experiences  a net  inflow of new money  which is  invested  at
interest  rates   different   from  those  being  earned  on  its   then-current
investments.  An investor's  principal in a subaccount and a subaccount's return
are not guaranteed and will fluctuate  according to market  conditions.  And, as
noted above,  advertised performance data figures will be historical figures for
a contract during the Accumulation Period.

We may  also  from  time to time use  advertising  which  includes  hypothetical
illustrations  to  compare  the  difference  between  the  growth  of a  taxable
investment and a tax-deferred investment in a variable annuity.

For additional  information  regarding how we calculate performance data, please
refer to the SAI.

                           YEAR 2000 ISSUES

[To be furnished by subsequent post-effective amendment.]


                    CONDENSED FINANCIAL INFORMATION


The  following  tables  show the  Accumulation  Unit  Values  and the  number of
Accumulation Units outstanding for each of the nine subaccounts  available under
the Contract.  During 1995, the Account changed its fiscal year end from January
31 to December 31, effective in the year beginning January 1, 1996. Accordingly,
the information which follows includes the eleven months transition period ended
December 31, 1995.


<PAGE>

<TABLE>
<CAPTION>


                                          AIM V.I. Capital Appreciation Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
<S>                    <C>                          <C>                           <C>                  
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $20.678                     16,027,198
12/31/96                $__________________                $18.467                 __________________
12/31/95                $__________________                $15.924                 __________________
1/31/95                 $__________________                $11.736                 __________________
1/31/94                 $__________________                $12.380                 __________________


                                           AIM V.I. Diversified Income Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $13.588                     4,695,148
12/31/96                $__________________                $12.591                 __________________
12/31/95                $__________________                $11.585                 __________________
1/31/95                 $__________________                $ 9.931                 __________________
1/31/94                 $__________________                $10.749                 __________________


                                            AIM V.I. Global Utilities Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $16.591                      921,883
12/31/96                $__________________                $13.826                 __________________
12/31/95                $__________________                $12.508                 __________________
1/31/95                 $__________________                $10.235                 __________________
1/31/94                 $__________________                  $--                   __________________


                                          AIM V.I. Government Securities Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $11.832                     1,926,036
12/31/96                $__________________                $11.089                 __________________
12/31/95                $__________________                $10.991                 __________________
1/31/95                 $__________________                $ 9.775                 __________________
1/31/94                 $__________________                $10.260                 __________________


                                                 AIM V.I. Growth Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $20.376                     9,603,064
12/31/96                $__________________                $16.281                 __________________
12/31/95                $__________________                $13.978                 __________________
1/31/95                 $__________________                $10.491                 __________________
1/31/94                 $__________________                $11.448                 __________________


                                            AIM V.I. Growth and Income Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $19.639                     7,046,189
12/31/96                $__________________                $15.835                 __________________
12/31/95                $__________________                $13.385                 __________________
1/31/95                 $__________________                $10.216                 __________________
1/31/94                 $__________________                  $--                   __________________


                                          AIM V.I. International Equity Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $16.434                     9,290,316
12/31/96                $__________________                $15.578                 __________________
12/31/95                $__________________                $13.156                 __________________
1/31/95                 $__________________                $10.738                 __________________
1/31/94                 $__________________                $12.296                 __________________


                                              AIM V.I. Money Market Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $11.571                     3,829,515
12/31/96                $__________________                $11.156                 __________________
12/31/95                $__________________                $10.775                 __________________
1/31/95                 $__________________                $10.378                 __________________
1/31/94                 $__________________                $10.084                 __________________


                                                  AIM V.I. Value Subaccount
                   ----------------------------------------------------------------------------------------
                      Accumulation Unit Value      Accumulation Unit Value       Number of Accumulation
                       at Beginning of Year             at End of Year            Units at End of Year
12/31/98                $__________________          $__________________           __________________
12/31/97                $__________________                $21.464                     18,682,024
12/31/96                $__________________                $17.591                 __________________
12/31/95                $__________________                $15.505                 __________________
1/31/95                 $__________________                $11.522                 __________________
1/31/94                 $__________________                $11.922                 __________________


</TABLE>


<PAGE>


     TABLE OF CONTENTS FOR THE STATEMENT OF ADDITIONAL INFORMATION

The  following  is the  Table  of  Contents  for  the  Statement  of  Additional
Information:

                           Table of Contents

Page

The Contracts -- General Provisions.......................................
         The Contracts....................................................
         Loans............................................................
         Non-Participating Contracts......................................
         Misstatement of Age..............................................
         Assignment.......................................................
         Evidence of Survival.............................................
         Endorsement of Annuity Payments..................................
         Tax Status of the Contract.......................................
Taxation of the Company...................................................
Investment Experience.....................................................
         Variable Accumulation Unit Value and Variable
         Accumulation Value...............................................
         Net Investment Factor ...........................................
Sample Calculations and Tables............................................
         Variable Account Calculations....................................
         Fixed Account Calculations -- Withdrawal Charge and
         Market Value Adjustment Tables...................................
State Regulation of the Company...........................................
Administration............................................................
Distribution of the Contracts.............................................
Custody of Assets.........................................................
Historical Performance Data...............................................
         Money Market Sub-Account Yield...................................
         Other Sub-Account Yields.........................................
         Total Returns....................................................
         Other Performance Data...........................................
Legal Matters.............................................................
Legal Proceedings.........................................................
Experts. .................................................................
Financial Statements......................................................
Connecticut General Life Insurance Company................................
CG Variable Annuity Separate Account......................................

<PAGE>

                       Statement of Additional Information

                                     For the

                       AIM/CIGNA Heritage Variable Annuity

                                 Issued through

                      CG Variable Annuity Separate Account

                                   Offered by

                   Connecticut General Life Insurance Company

                              Home Office Location:
                             900 Cottage Grove Road
                          Bloomfield, Connecticut 06002

                                Mailing Address:
                             Annuity Service Center
                            [Address and Phone Number
                    to be furnished by subsequent amendment]

This  Statement of Additional  Information  ("Statement")  expands upon subjects
discussed in the current  Prospectus  for the Variable  Annuity  Contracts  (the
"Contracts")  offered by Connecticut  General Life Insurance  Company through CG
Variable Annuity Separate Account. You may obtain a copy of the Prospectus dated
May 1, 1999, by calling (800)  XXX-XXXX,  or by writing to  Connecticut  General
Life Insurance  Company at the mailing  address shown above.  Terms used in this
Statement have the same meaning as in the Prospectus for the Contracts.

This Statement of Additional information is not a prospectus.  It should be read
only in  conjunction  with the  Prospectus  for the  Contracts  and CG  Variable
Annuity Separate Account.

                                Dated May 1, 1999




<PAGE>




                                Table of Contents

                                                                           Page

The Contracts -- General Provisions.......................................
         The Contracts....................................................
         Loans............................................................
         Non-Participating Contracts......................................
         Misstatement of Age..............................................
         Assignment.......................................................
         Evidence of Survival.............................................
         Endorsement of Annuity Payments..................................
         Tax Status of the Contract.......................................
Taxation of the Company...................................................
Investment Experience.....................................................
         Variable Accumulation Unit Value and Variable
         Accumulation Value...............................................
         Net Investment Factor ...........................................
Sample Calculations and Tables............................................
         Variable Account Calculations....................................
         Fixed Account Calculations -- Withdrawal Charge and
         Market Value Adjustment Tables...................................
State Regulation of the Company...........................................
Administration............................................................
Distribution of the Contracts.............................................
Custody of Assets.........................................................
Historical Performance Data...............................................
         Money Market Sub-Account Yield...................................
         Other Sub-Account Yields.........................................
         Total Returns....................................................
         Other Performance Data...........................................
Legal Matters.............................................................
Legal Proceedings.........................................................
Experts. .................................................................
Financial Statements......................................................
Connecticut General Life Insurance Company................................
CG Variable Annuity Separate Account......................................



<PAGE>


In order to supplement the description in the Prospectus, the following provides
additional  information  about  Connecticut  General Life Insurance Company (the
"Company",  "we", "our", and "us") and the Contracts which may be of interest to
a you, the Contract Owner.

                           The Contracts -- General Provisions

The Contracts

         A Contract,  attached  riders,  amendments,  any  application,  and any
applications,  for  additional  amounts,  form  the  entire  contract.  Only the
President,  a Vice  President,  an Assistant  Vice  President,  a  Secretary,  a
Director,  or an  Assistant  Director  of the  Company  may  change or waive any
provision in a Contract. Any changes or waivers must be In Writing.

         We may change or amend the  Contracts,  if such change or  amendment is
necessary  for the  Contracts  to comply with or take  advantage of any state or
federal law, rule or regulation.

Loans

         The Contracts do not permit loans.

Non-Participating Contracts

         The  Contracts  do not  participate  or share in our profits or surplus
earnings.

Misstatement of Age

         If the age of the  Annuitant  is  misstated,  then we will  adjust  the
amounts  payable by us to those  amounts  that the Premium  Payments  would have
purchased for the correct age. We will make these  adjustments  according to our
effective rates on the Date of Issue. If we overcharge,  then we will charge our
next payments  succeeding  the  adjustment,  with interest at the rate of 6% per
year, compounded annually. We will pay any underpayment in a lump sum.

Assignment

         During the lifetime of the  Annuitant,  you, the Owner,  may assign any
rights under a Contract as security for a loan or other  reasons.  This does not
change  the  ownership  of a  Contract,  but your  rights  and the rights of any
Beneficiary are subject to the terms of the assignments.  An assignment will not
bind us until the original  assignment or a certified copy has been filed at the
Annuity & Variable Life Service Center.  We are not responsible for the validity
of the assignment.  An assignment may have income tax consequences.  You may not
assign rights under Qualified Contracts.

Evidence of Survival

         We reserve the right to require  evidence of the  survival of any Payee
at the  time any  payment  to that  Payee is due  under  the  following  Annuity
Options:  Life Annuity (fixed);  Life Annuity with Certain Period (fixed);  Cash
Refund Life Annuity (fixed);  Variable Life Annuity;  Variable Life Annuity with
Certain Period.

Endorsement of Annuity Payments

         Allstate Life Insurance Company, ("Allstate"), the administrator of the
Contract,  will send each annuity  payment by check.  The Payee must  personally
endorse each check. We may require proof of the Annuitant's survival.

Tax Status of the Contracts

         Diversification Requirements. The Code requires that the investments of
each  investment  division of the separate  account  underlying the contracts be
"adequately  diversified"  in order for the  contracts  to be treated as annuity
contracts  for Federal  income tax  purposes.  It is intended  that the Variable
Account, through the Fund and its portfolios, will satisfy these diversification
requirements.

         Owner Control.  In certain  circumstances,  owners of variable  annuity
contracts have been  considered for Federal income tax purposes to be the owners
of the assets of the separate  account  supporting  their contracts due to their
ability to exercise investment control over those assets. When this is the case,
the contract owners have been currently  taxed on income and gains  attributable
to the variable account assets.  There is little guidance in this area, and some
features  of the  Contract,  such as the  flexibility  of an owner  to  allocate
premium  payments and transfer  amounts  among the  investment  divisions of the
separate account, have not been explicitly addressed in published rulings. While
we believe  that the  Contract  does not give an Owner  investment  control over
separate  account  assets,  we  reserve  the right to  modify  the  Contract  as
necessary  to prevent an Owner from being  treated as the owner of the  separate
account assets supporting the Contract.

         Required  Distributions.  In order to be treated as an annuity contract
for Federal  income tax  purposes,  section  72(s) of the Internal  Revenue Code
requires any Non-Qualified Contract to contain certain provisions specifying how
your interest in the Contract will be distributed in the event of the death of a
holder of the Contract.  Specifically,  section  72(s)  requires that (a) if any
Owner  dies on or after the  annuity  starting  date,  but prior to the time the
entire interest in the Contract has been distributed, the entire interest in the
Contract  will be  distributed  at  least as  rapidly  as under  the  method  of
distribution  being used as of the date of such  Owner's  death;  and (b) if any
Owner dies prior to the  annuity  starting  date,  the  entire  interest  in the
Contract  will be  distributed  within five years after the date of such Owner's
death.  These  requirements will be considered  satisfied as to any portion of a
Owner's  interest  which  is  payable  to or for  the  benefit  of a  designated
beneficiary  and  which  is  distributed   over  the  life  of  such  designated
beneficiary  or over a period not extending  beyond the life  expectancy of that
beneficiary,  provided  that such  distributions  begin  within  one year of the
Owner's death. The designated  beneficiary refers to a natural person designated
by the Owner as a beneficiary  and to whom  ownership of the Contract  passes by
reason of death. However, if the designated  beneficiary is the surviving spouse
of the deceased Owner,  the Contract may be continued with the surviving  spouse
as the new Owner. If any Owner is not an individual, a change in or death of any
annuitant will be treated as the death of an Owner for these purposes.

         The  Non-Qualified  Contracts  contain  provisions that are intended to
comply with these Code requirements,  although no regulations interpreting these
requirements  have yet been  issued.  We intend to review  such  provisions  and
modify  them if  necessary  to  assure  that  they  comply  with the  applicable
requirements  when such  requirements  are clarified by regulation or otherwise.
Other requirements may apply to Qualified Contracts.

                             Taxation of the Company

         We are  presently  taxed as a life  insurance  company  under part I of
Subchapter L of the  Internal  Revenue  Code of 1986,  as amended.  The Variable
Account is treated as part of us and, accordingly,  will not be taxed separately
as a "regulated  investment  company" under  Subchapter M of the Code. We do not
expect to incur any federal  income tax  liability  with  respect to  investment
income and net capital gains arising from the activities of the Variable Account
retained as part of the reserves under the Contract.  Based on this expectation,
we  anticipate  that no charges will be made  against the  Variable  Account for
federal income taxes.  If, in future years, we incur any federal income taxes or
other  economic  burden with respect to the Variable  Account or the  Contracts,
then we may charge for those amounts attributed to the Variable Account.

                              Investment Experience

         On any  Valuation  Date,  the  Variable  Account  value is equal to the
totals  of the  values  allocated  to the  Contract  in  each  Variable  Account
Sub-Account.  The portion of your  Annuity  Account  Value held in any  Variable
Account  Sub-Account  equals  the number of  Sub-Account  units  allocated  to a
Contract  multiplied  by the  Sub-Account  accumulation  unit value as described
below.

Variable Accumulation Unit Value and Variable Accumulation Value

         When we receive a Premium  Payment we will credit  that  portion of the
Premium  Payment to be  allocated to the Variable  Account  Sub-Accounts  to the
Variable  Account in the form of Variable  Accumulation  Units. We determine how
many  Variable  Accumulation  Units to  credit by  dividing  the  dollar  amount
allocated to a particular  Sub-Account by the Variable  Accumulation  Unit Value
for that particular  Sub-Account during the Valuation Period that we receive the
Premium Payment.  For the initial Premium  Payment,  we use the Valuation Period
during which we accept the Premium Payment.

         The  Variable   Accumulation  Unit  Value  for  each  Variable  Account
Sub-Account  was  established  at $10.00 for the first  Valuation  Period of the
particular Variable Account Sub-Account.  We determine the Variable Accumulation
Unit Value for the particular  Variable  Account  Sub-Account for any subsequent
Valuation  Period by multiplying  the Variable  Accumulation  Unit Value for the
particular Variable Account Sub-Account for the immediately  preceding Valuation
Period  by the  Net  Investment  Factor  for  the  particular  Variable  Account
Sub-Account for such subsequent Valuation Period. The Variable Accumulation Unit
Value for each Variable  Account  Sub-Account  for any  Valuation  Period is the
value  determined  as of the  end of the  particular  Valuation  Period  and may
increase,  decrease,  or remain  constant  from  Valuation  Period to  Valuation
Period.

         The variable accumulation value of the Annuity Account, if any, for any
Valuation  Period is equal to the sum of the value of all Variable  Accumulation
Units of each Variable Account Sub-Account  credited to the Variable Account for
such Valuation Period. The variable  accumulation value of each Variable Account
Sub-Account  is determined by  multiplying  the number of Variable  Accumulation
Units,  if any,  credited to each Variable  Account  Sub-Account by the Variable
Accumulation Unit Value of the particular  Variable Account Sub-Account for such
Valuation Period.

Net Investment Factor

         The Net Investment Factor is an index applied to measure the investment
performance of a Variable  Account  Sub-Account from one Valuation Period to the
next.  The Net  Investment  Factor  may be greater or less than or equal to 1.0;
therefore, the value of a Valuable Accumulation Unit may increase,  decrease, or
remain the same.

         The Net Investment Factor for any Variable Account  Sub-Account for any
Valuation  Period is determined by dividing (a) by (b) and then  subtracting (c)
from the result where:

(a)      is the net result of:
   (1)       the net asset  value of a Fund share held in the  Variable
             Account  Sub-Account  determined  as of  the  end  of  the
             Valuation Period, plus
   (2)       the per share amount of any dividend or other distribution
             declared on the Fund shares held in the  Variable  Account
             Sub-Account  if the  "ex-dividend"  date occurs during the
             Valuation Period, plus or minus
   (3)       a per share  credit or charge  with  respect  to any taxes
             that we pay or reserve  for during  the  Valuation  Period
             which we determine to be  attributable to the operation of
             the Variable Account Sub-Account;
(b)      is the net asset  value of the Fund  shares  held in the  Variable
         Account  Sub-Account  determined  as of the  end of the  preceding
         Valuation Period; and
(c)      is the total of charges for mortality and expense  risks,  and the
         administrative expense fee during the Valuation Period.

                         Sample Calculations and Tables

Variable Account Calculations

         Variable  Accumulation  Unit  Value  Calculation.  Assume the net asset
value of a Fund share at the end of the current Valuation Period is $16.50;  and
its value at the end of the immediately  preceding  Valuation Period was $16.46;
the Valuation Period is one day; and no dividends or  distributions  caused Fund
shares to go "ex-dividend"  during the current Valuation Period.  $16.50 divided
by $16.46 is 1.002430134.  Subtracting the one day risk factor for mortality and
expense risks and the  administrative  expense charge of .00003723754 (the daily
equivalent  of the  current  charge  of 1.35% on an  annual  basis)  gives a net
investment  factor of 1.00239289646.  If the value of the Variable  Accumulation
Unit for the immediately  preceding  Valuation Period had been $14.7036925,  the
value for the current  Valuation  Period would be  $14.73887691  ($14.7036925  X
1.00239289646).

         Variable Annuity Unit Value  Calculation.  The assumptions in the above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding  Valuation Period had been $13.5791357.  If the first variable annuity
payment is  determined  by using an assumed  interest  rate of 3% per year,  the
value of the Annuity Unit for the current Valuation Period would be $13.61016662
[$13.5791357  X  1.00239289646  (the  net  investment  factor)  X  0.999892552].
0.999892552 is the factor, for a one day Valuation Period,  that neutralizes the
assumed  interest  rate of four  percent  (4%) per year  used to  establish  the
Annuity Payment Rates found in the Contract.

         Variable  Annuity  Payment  Calculation.  Assume  that a  Participant's
Variable Annuity Account is credited with 5319.7531 Variable  Accumulation Units
of a particular  Sub-Account;  that the Variable Accumulation Unit Value and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends  immediately  preceding the Annuity Date are  $14.7036925  and  $13.5791357
respectively;  that the Annuity  Payment Rate for the age and option  elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable  annuity  payment  date is  $13.61017004.  The first  variable  annuity
payment would be $509.99  (5319.7531 X $14.7036925 X 6.52 divided by 1,000). The
number  of  Annuity  Units  credited  would  be  37.5569   ($509.99  divided  by
$13.5791357) and the second variable annuity payment would be $511.16 (37.5569 X
$13.61017004).

Fixed Account Calculation - Withdrawal Charge and Market Value Adjustment Tables

         The  following  example  illustrates  the detailed  calculations  for a
$100,000  deposit  into the Fixed  Account  with a  guaranteed  rate of 8% for a
duration of five  years.  The intent of the example is to show the effect of the
Market  Value  Adjustment  ("MVA") and the 3% minimum  guarantee  under  various
interest rates on the calculation of the cash surrender value. The effect of the
MVA is  reflected  in the index  rate  factor in column  (2) and the  minimum 3%
guarantee is shown under column (4) under the "Surrender Value Calculation". The
effect of the withdrawal  charge and any taxes,  such as premium  taxes,  is not
shown.  The "Market Value  Adjustment  Tables" and "Minimum  Value  Calculation"
contain  the  explicit  calculation  of the  index  factors  and the 3%  minimum
guarantee respectively.



<PAGE>


                      Sample Calculations for Male Age 35 at Issue

                                  Cash Surrender Values

Single premium.........................               $100,000
Premium taxes..........................                      0
Withdrawals............................                   None
Guaranteed period......................                5 years
Guaranteed interest rate...............                     8%
Annuity date...........................                 Age 70
Index rate A...........................                   7.5%
Index rate B...........................  8.00% end of policy year 1
                                         7.75% end of policy year 2
                                         7.00% end of policy year 3
                                         6.50% end of policy year 4
Percentage adjustment to B.............                   0.5%

<TABLE>
<CAPTION>
                               Surrender Value Calculation

                 (1)            (2)          (3)              (4)             (5)             (6)           (7)
                Annuity      Index Rate     Adjusted        Minimum        Greater of      Surrender     Surrender
Contract Year    Value         Factor     Annuity Value      Value          (3) & (4)        Charge        Value
- -------------   -------      ----------   -------------     -------        ----------      ---------     ---------
<S>            <C>            <C>             <C>           <C>             <C>             <C>            <C>    
1............. $107,965       0.963640        $104,039      $102,965        $104,039        $5,950         $98,089
2............. $116,567       0.993056        $115,758      $106,019        $115,758        $5,100        $110,658
3............. $125,858       1.000000        $125,858      $109,165        $125,858        $4,250        $121,608
4............. $135,891       1.004673        $136,526      $112,404        $136,526        $3,400        $133,126
5............. $146,727       1.000000        $146,727      $115,742        $146,727        $2,550        $144,177

</TABLE>
                            Annuity Value Calculation

         Contract Year                Annuity Value

1..........................  $100,000 X 1.08 - $35 = $107,965
2..........................  $107,965 X 1.08 - $35 = $116,567
3..........................  $116,567 X 1.08 - $35 = $125,858
4..........................  $125,858 X 1.08 - $35 = $135,891
5..........................  $135,891 X 1.08 - $35 = $146,727

                              Surrender Charge Calculation

                      (1)                 (2)                    (3)
                      ---                 ---                    ---

                    Surrender          Surrender              Surrender
Contract Year      Charge Factor       Charge Factor           Charge
- -------------      -------------       -------------          ---------
1...............      0.07                0.0595                $5,950
2...............      0.06                0.0510                $5,100
3...............      0.05                0.0425                $4,250
4...............      0.04                0.0340                $3,400
5...............      0.03                0.0255                $2,550

<PAGE>

<TABLE>
<CAPTION>

                             Market Value Adjustment Tables

                            Interest Rate Factor Calculation

                           (1)               (2)                 (3)                   (4)             (5)
                          Index             Index              Adjusted                               (1+A)
Contract Year             Rate A            Rate B           Index Rate B               N             (1+B)   
- -------------             ------            ------           ------------              ---            ----- 
<S>                        <C>               <C>                   <C>                  <C>           <C>     
1.......................   7.5%              8.00                  8.50                 4             0.963640
2.......................   7.5%              7.75                  7.75                 3             0.993056
3.......................   7.5%              7.00                  7.50                 2             1.000000
4.......................   7.5%              6.50                  7.00                 1             1.004673
5......................    7.5%                NA                    NA                 0                   NA

</TABLE>
                                Minimum Value Calculation

     Contract Year               Minimum Value

1......................  $100,000 X 1.03 - $35 = $102,965
2......................  $102,965 X 1.03 - $35 = $106,019
3......................  $106,019 X 1.03 - $35 = $109,165
4......................  $109,165 X 1.03 - $35 = $112,404
5......................  $112,404 X 1.03 - $35 = $115,742

                             State Regulation of the Company

         The Company, a Connecticut corporation, is subject to regulation by the
Connecticut  Department  of  Insurance.  We file an  annual  statement  with the
Connecticut  Department  of  Insurance  each year  covering our  operations  and
reporting on the financial  condition as of December 31 of the  preceding  year.
Periodically,  the  Connecticut  Department  of Insurance  or other  authorities
examine our liabilities and reserves and the Variable  Account.  The Connecticut
Department  of  Insurance  periodically  conducts  a  full  examination  of  our
operations. In addition, we are subject to the insurance laws and regulations of
other states within which we are licensed to operate.

         The law of the state in which the  Contract  is  delivered  governs the
Contract.  The values and  benefits  of each  policy are at least equal to those
required by such state.

                                 Administration

         Allstate  performs  certain  administrative  functions  relating to the
Contracts, the fixed account, and the variable account. These functions include,
among other things,  maintaining the books and records of the variable  account,
the fixed account,  and the  subaccounts,  and maintaining  records of the name,
address, taxpayer identification number, contract number, Annuity Account number
and type,  the status of each Annuity  Account and other  pertinent  information
necessary to the administration and operation of the Contracts.

                          Distribution of the Contracts

         We  continuously  offer the  Contracts.  The Contracts  will be sold by
licensed  insurance  agents in those states where the  Contracts may be lawfully
sold.  Such  agents  will  be  registered   representatives   of  broker-dealers
registered  under the  Securities  Exchange  Act of 1934 who are  members of the
National  Association of Securities Dealers,  Inc. ("NASD") and who have entered
into distribution  agreements with the Company and the principal underwriter for
the Contracts,  Sagemark Consulting, Inc. ("Sagemark"),  Hartford,  Connecticut.
Sagemark is registered  with the  Securities and Exchange  Commission  under the
Securities  Exchange Act of 1934 as a broker-dealer and is a member of the NASD.
Sagemark also acts as the general  distributor of certain other variable annuity
contracts  and of  variable  life  insurance  contracts  that we  issue.  We pay
commissions and other distribution compensation. Those payments will not be more
than 6.75% of Premium Payments.  Sagemark received  $1,075,638 in deferred sales
charges attributable to the Variable Account portion of the Contracts during the
year ended  December 31,  1996;  $2,217,462  during the year ended  December 31,
1997; and $_________ during the year ended December 31, 1998.

         As of January 1, 1998,  Sagemark,  formerly CIGNA  Financial  Advisors,
Inc., a  wholly-owned  subsidiary of CIGNA  Corporation,  became a  wholly-owned
subsidiary  of  Lincoln  National  Corporation,   an  Indiana  corporation  with
headquarters in Fort Wayne,  Indiana,  whose principal  businesses are insurance
and financial services.

         The Prospectus describes the sales charges that apply to the Contracts.
There are no variations in sales load.

                                Custody of Assets

         We are the Custodian of the Variable  Account's assets. We or our agent
will purchase the Fund's shares at net asset value  according to the Purchasers'
instructions.  We will  redeem the Fund's  shares at net asset value in order to
meet the Variable Account's contractual obligations, pay charges relative to the
Variable  Account or make  adjustments for annuity reserves held in the Variable
Account. We hold the Sub-Accounts'  assets separate and apart from the assets of
any of our other  segregated  asset  accounts  and  separate  and apart from our
general account assets.  We maintain records of all purchases and redemptions of
shares of the Fund held by each of the Sub-Accounts of the Variable Account. Our
fidelity bond provides additional  protection for the Variable Account's assets.
The fidelity bond covers the acts of our officers and employees. Its value as of
May 1, 1999, is $100,000,000.

                           Historical Performance Data

         Historical  performance  data as of December 31, 1998,  for each of the
Sub-Accounts  of the  Variable  Account  is  found in the  Financial  Statements
attached to this SAI.



<PAGE>


Money Market Sub-Account Yield

         We may  disclose  the  current  annualized  yield of the  Money  Market
Sub-Account,  which  invests in the Money Market  Fund,  for a 7-day period in a
manner which does not take into  consideration  any realized or unrealized gains
or losses on shares of the Money Market Fund or on its portfolio securities.  We
compute this current  annualized yield by determining the net change  (exclusive
of realized gains and losses on the sale of securities,  unrealized appreciation
and  depreciation,  and income other than  investment  income) at the end of the
7-day period in the value of a  hypothetical  account having a balance of 1 unit
of the Money Market  Sub-Account at the beginning of the 7-day period,  dividing
such net change in account value by the value of the account at the beginning of
the period to determine the base period return, and annualizing this quotient on
a 365-day  basis.  The net change in account value  reflects (i) net income from
the Money Market Fund attributable to the hypothetical account; and (ii) charges
and  deductions   imposed  under  a  Contract  that  are   attributable  to  the
hypothetical account.

         We  may  also  disclose  the  effective   yield  of  the  Money  Market
Sub-Account  for the same 7-day  period,  determined on a compounded  basis.  We
calculate the effective yield by compounding the unannualized base period return
by adding one to the base period return, raising the sum to a power equal to 365
divided by 7, and subtracting one from the result.

         We calculate the effective yield by compounding the  unannualized  base
period return according to the following formula:

         EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)(365/7)] - 1

         The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given past
period is not an  indication  or  representation  of  future  yields or rates of
return.  The Money Market  Sub-Account's  actual yield is affected by changes in
interest rates on money market  securities,  average  portfolio  maturity of the
Money Market Fund,  the types and quality of  portfolio  securities  held by the
Money Market Fund and its operating  expenses.  The yield figures do not reflect
withdrawal charges or premium taxes.

Other Sub-Account Yields

         We may  advertise  or disclose the current  annualized  yield of one or
more of the  Sub-Accounts  of the  Variable  Account  (except  the Money  Market
Sub-Account) for 30-day periods. The annualized yield of a Sub-Account refers to
income that the Sub-Account generates over a specific 30-day period. Because the
yield is  annualized,  the yield  generated by a  Sub-Account  during the 30-day
period is assumed to be generated each 30-day period over a 12-month period.  We
compute the yield by dividing the net investment  income per  accumulation  unit
earned during the period by the maximum  offering price per unit on the last day
of the period, according to the following formula:



<PAGE>


                           Yield = 2 [(a - b + 1)(6) - 1]
                                            cd

             Where:

a        =  net investment income earned during the period by the Fund
            attributable to shares owned by the Sub-Account.
b        =  expenses accrued for the period.
c        =  the  average   daily   number  of   accumulation   units
            outstanding during the period.
d        =  the maximum offering price per  accumulation  unit on the
            last day of the period.

         Because  the  Variable  Account  imposes  charges  and  deductions,   a
Sub-Account's yield will be lower than the yield for its corresponding Fund. The
yield  calculations do not reflect the effect of any premium taxes or withdrawal
charges that may apply to a particular  Contract.  Withdrawal charges range from
7% to 1% of the amount  withdrawn on total  Premium  Payments  paid,  less prior
partial surrenders, depending on the Contract Year of surrender.

         The yield on amounts held in the Sub-Accounts  normally fluctuates over
time. Therefore, the disclosed yield for any given past period does not indicate
or  represent  future  yields or rates of return.  The types and  quality of the
Fund's  investments and its operating  expenses  affect a  Sub-Account's  actual
yield.

Total Returns

         We may  advertise or disclose  annual  average total returns for one or
more of the  Sub-Accounts  for various  periods of time.  When a Sub-Account has
been in operation for 1, 5 and 10 years, respectively, we will provide the total
return for these  periods.  We may also disclose total returns for other periods
of time. Total returns  represent the average annual  compounded rates of return
that would equate the initial amount  invested to the  redemption  value of that
investment on the last day of each of the periods.

         We  calculate  total  returns  using  Sub-Account  Unit  Values that we
calculate  on each  Valuation  Period.  We base  Sub-Account  Unit Values on the
performance of the Sub-Account's underlying portfolio,  reduced by the mortality
and expense risk charge,  the  administrative  expense  charge,  and the Annuity
Account Fee.  The Annuity  Account Fee is reflected by dividing the total amount
of such charges  collected during the year that are attributable to the Variable
Account by the total  average net assets of all the  Variable  Sub-Accounts.  We
deduct  the  resulting  percentage  from the  return in  calculating  the ending
redeemable  value.  These figures do not reflect any premium  taxes,  charges or
credits for market  value  adjustments.  Total return  calculations  reflect the
effect of withdrawal charges that may apply to a particular period. We will then
calculate the total return according to the following formula:



<PAGE>


          P(l + T)(n) = ERV

          Where:

          P = A hypothetical initial Premium Payment of $1,000.

          T = Average annual total return.

          n = Number of years in the period.

        ERV = Ending redeemable value of a hypothetical $1,000 payment made at
              the beginning of the one, five or ten-year period, at the end of
              the one, five or ten-year period (or fractional portion thereof).

Other Performance Data

         We may disclose  average annual total returns in a non-standard  format
in conjunction with the standard format described above. The non-standard format
will be  identical  to the  standard  format  except  that we  assume  that  the
withdrawal charge percentage is 0%.

         We may also disclose  cumulative  total returns in conjunction with the
standard format  described  above. We calculate the cumulative  returns by using
the following formula and assuming that the withdrawal charge percentage is 0%.

          CTR     =  (ERV/P) - 1

          Where:

          CTR     =  The cumulative total return net of Sub-Account recurring 
                     charges for the period.

          ERV     =  The ending redeemable value of the hypothetical investment
                     made at the beginning of the one, five or ten-year period,
                     at the end of the one, five or ten-year period (or 
                     fractional portion thereof).

          P       =  A hypothetical initial payment of $10,000

         Non-standard  performance  data will  only be  advertised  if  standard
performance data is also disclosed.

         We may also use advertisements that include hypothetical  illustrations
comparing  the  difference  between  the  growth of a taxable  investment  and a
tax-deferred investment in a variable annuity.



<PAGE>


                                      Legal Matters

         Mark A. Parsons,  Chief Counsel,  Retirement  and  Investment  Services
Division,  CIGNA  Corporation,  has passed upon all matters of  Connecticut  law
pertaining to the Contracts. This includes the Contracts' validity and our right
to issue the Contracts under Connecticut  Insurance Law and any other applicable
state  insurance  or  securities  laws.  Sutherland  Asbill  &  Brennan  LLP  of
Washington,  D.C. has also provided advice on certain legal matters  relating to
federal securities laws.

                                    Legal Proceedings

         There are no legal proceedings to which the Variable Account is a party
or to which the assets of the Variable Account are subject.  We are not involved
in any litigation that is of material importance in relation to our total assets
or that relates to the Variable Account.

                                         Experts

         The  consolidated  financial  statements  of  Connecticut  General Life
Insurance  Company as of December  31, 1998 and 1997,  and for each of the three
years in the period  ended  December  31,  1998,  included in this  Statement of
Additional  Information,  as well as the Statement of Assets and  Liabilities of
the Variable  Account at December 31, 1998,  and the Statement of Operations and
the  Statement of Changes in Net Assets for the period ended  December 31, 1998,
have  been  included  in  reliance  on  the  report  of  Price  Waterhouse  LLP,
independent  accountants,  given on the  authority  of said firm as  experts  in
auditing and accounting. Price Waterhouse LLP's consent to this reference to the
firm as an  "expert"  is filed as an exhibit to the  registration  statement  of
which this Statement of Additional Information is a part.

                                  Financial Statements

         This  Statement of  Additional  Information  includes our  consolidated
financial statements. You should consider them as bearing only on our ability to
meet our  obligations  under the  Contracts.  You  should not  consider  them as
bearing  on the  investment  performance  of the  assets  held  in the  Variable
Account,  or on the Guaranteed  Interest Rate that we credit during a Guaranteed
Period.  This  Statement of Additional  Information  also includes the Financial
Statements  of the  Variable  Account as of and for the year ended  December 31,
1998.

    
<PAGE>

                           PART C. OTHER INFORMATION

ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial Statements

     All  required  financial   statements  are  included  in  Part  B  of  this
     Registration Statement.

(b)  Exhibits

     (1)  Resolution  of  Board  of  Directors   Authorizing   Establishment  of
          Registrant.1/

     (2)  Not Applicable.

     (3)  Form of Selling  Agreement  among  Connecticut  General Life Insurance
          Company, CIGNA Financial Advisors, Inc. as principal underwriter,  and
          selling dealers. 1/

     (4)  Form of Connecticut  General Life Insurance  Company  Variable Annuity
          Contract  Form  Number  AN 400,  together  with  Optional  Methods  of
          Settlement  Riders (Form Numbers AR 305 and AR 306),  Joint  Annuitant
          Rider (From Number B10321) and CRT Rider (Form B10322). 2/

     (5)  Form of Application  Which May Be Used in Connection with the Contract
          Shown As Exhibit (4)(a). - 1/

     (6)  Certificate of  Incorporation  (Charter) of  Connecticut  General Life
          Insurance Company, as amended. 2/

          (a)  By-Laws of Connecticut General Life Insurance Company. 2/

     (7)  Not Applicable.

     (8)  Participation Agreements with AIM.5/

     (9)  Opinion and Consent of Mark A. Parsons, Esq. 5/

     (10) (a) Consent of Independent Accountants. 5/

          (b)  Consent of Sutherland Asbill & Brennan LLP. 5/

     (11) Not Applicable.

     (12) Not Applicable.

     (13) Schedules of Computation of Performance Data. 5/

     (14) Not Applicable.

     (15) Powers of Attorney. 3/ 4/

1/ Incorporated herein by reference to registrant's Post-Effective Amendment No.
5 to this Form N-4  Registration  Statement  filed with the SEC via EDGARLINK on
April 23, 1997 (File No. 33-48137).



<PAGE>


2/  Incorporated  herein by reference to the  Post-Effective  Amendment No. 2 on
Form N-4 of CG  Variable  Annuity  Separate  Account  II filed  with the SEC via
EDGARLINK on June 20, 1995 (File No. 33-83020).

3/ Incorporated herein by reference to registrant's Post-Effective Amendment No.
7 to this Form N-4  Registration  Statement  filed with the SEC via EDGARLINK on
September 23, 1997 (File No. 33-48137).

4/ Filed herewith.

5/ To be filed by subsequent post-effective amendment.

ITEM 25.  DIRECTORS AND OFFICERS OF THE DEPOSITOR

The  principal  business  address  of  each of the  directors  and  officers  of
Connecticut General Life Insurance Company (the "Company") is the Company's Home
Office, 900 Cottage Grove Road, Hartford, Connecticut 06152.

DIRECTORS AND OFFICERS OF DEPOSITOR

NAME                        POSITIONS AND OFFICES WITH DEPOSITOR

Thomas C. Jones.........  President (Principal Executive Officer) and
                          Director
John Wilkinson..........  Vice President and Actuary (Principal Financial
                          Officer)
Robert E. Wahlman.......  Vice President (Principal Accounting
                          Officer)
David C. Kopp...........  Corporate Secretary
Andrew G. Helming.......  Secretary
Stephen C. Stachelek....  Vice President and Treasurer
Harold W. Albert........  Director
Robert W. Burgess.......  Director
John G. Day.............  Director and Chief Counsel
Joseph M. Fitzgerald....  Director and Senior Vice President
H. Edward Hanway........  Director and Chairman of the Board
Carol M. Olsen..........  Director and Senior Vice President
John E. Pacy............  Director and Senior Vice President
Marc L. Preminger.......  Director and Senior Vice President
Patricia L. Rowland.....  Director and Senior Vice President
W. Allen Schaffer, MD...  Director and Senior Vice President

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

Below is a chart of a persons  controlled  by or under  common  control with the
Depositor as of December 31, 1997. The consolidated  financial statements of the
Depositor   include  the  accounts  of  the  Depositor   and  its   wholly-owned
subsidiaries.

Listed below are subsidiaries of CIGNA  Corporation as of December 31, 1997 with
their jurisdictions of organization shown in parentheses. Those subsidiaries not
listed would not, in the  aggregate,  constitute a  "significant  subsidiary" of
CIGNA Corporation, as that term is defined in Rule 1-02(w) of Regulation S-X.

CIGNA Holdings, Inc. (Delaware)
I.   Connecticut General Corporation (Connecticut)
     A.  CG Trust Company (Illinois)
     B.  CIGNA Associates, Inc. (Connecticut)
     C.  CIGNA Dental Health, Inc. (Florida)
         (1)    CIGNA Dental Health of California, Inc. (California)
         (2)    CIGNA Dental Health of Colorado, Inc. (Colorado)
         (3)    CIGNA Dental Health of Delaware, Inc. (Delaware)
         (4)    CIGNA Dental Health of Florida, Inc. (Florida)
         (5)    CIGNA Dental Health of Illinois, Inc. (Illinois)
         (6)    CIGNA Dental Health of Kansas, Inc. (Kansas)
         (7)    CIGNA Dental Health of Kentucky, Inc. (Kentucky)
         (8)    CIGNA Dental Health of Maryland, Inc. (Delaware)
         (9)    CIGNA Dental Health of New Jersey, Inc. (New Jersey)
         (10)   CIGNA Dental Health of New Mexico, Inc. (New Mexico)
         (11)   CIGNA Dental Health of North Carolina, Inc. (North Carolina)
         (12)   CIGNA Dental Health of Ohio, Inc. (Ohio)
         (13)   CIGNA Dental Health of Pennsylvania, Inc. (Pennsylvania)
         (14)   CIGNA Dental Health of Texas, Inc. (Texas)
         (15)   CIGNA Dental Health Plan of Arizona, Inc. (Arizona)
     D.  CIGNA Financial Advisors, Inc. (Connecticut)
     E.  CIGNA Financial Services, Inc. (Delaware)
     F.  CIGNA Health Corporation (Delaware)
         (1)    Healthsource, Inc. (New Hampshire)
                (a) Healthsource Connecticut Ventures, Inc. (Connecticut)
                    (i)  Healthsource Connecticut, Inc. (Connecticut)
                (b) Healthsource Health Plans, Inc. (North Carolina)
                    (i)  Healthsource North Carolina, Inc. (North Carolina)
                    (ii) Healthsource North Carolina Administrators, Inc. 
                         (North Carolina)
                (c) Healthsource Indiana, Inc. (New Hampshire)
                    (i)  Healthsource Indiana Insurance Company  (Indiana)
                    (ii) Healthsource Indiana Managed Care Plan, Inc. (Indiana)
                (d) Healthsource Insurance Group, Inc. (New Hampshire)
                (e) Healthsource Kentucky Ventures, Inc. (Kentucky)
                    (i)  Healthsource Kentucky, Inc. (Kentucky)
                    (ii) Healthsource Kentucky Preferred, Inc. (Kentucky)
                (f) Healthsource Maine, Inc. (Maine)
                (g) Healthsource Maine Preferred, Inc. (New Hampshire)
                (h) Healthsource Management, Inc. (New Hampshire)
                    (i)  Healthsource Syracuse, Inc. (New York)
                         (a) Healthsource New York, Inc. (New York)
                             (i) Healthsource HMO of New York, Inc. (New York)
             (ii)Healthsource Preferred of New York, Inc. (New York)
                    (ii) Healthsource Tennessee, Inc. (Tennessee)
                    (iii)    Healthsource Tennessee Preferred, Inc. (Tennessee)
                (i) Healthsource Massachusetts, Inc. (Massachusetts)
                (j) Healthsource Metropolitan New York Holding Company, Inc. 
                    (New Hampshire)
                    (i)  Healthsource New York/New Jersey, Inc. (New York)
                (k) Healthsource New Hampshire, Inc. (New Hampshire)
                (l) Healthsource Ohio Ventures, Inc. (Ohio)
                    (i)  Healthsource Ohio, Inc. (Ohio)
                    (ii) Healthsource Ohio Preferred, Inc. (Ohio)
                (m) Healthsource Rhode Island, Inc. (Rhode Island)
                (n) Healthsource RX, Inc. (New Hampshire)
                (o) Healthsource South, Inc. (New Hampshire)
                    (i)  Healthsource Arkansas Ventures, Inc. (Arkansas) (70% 
                         with balance owned by non-affiliate)
                         (a) Healthsource Arkansas, Inc. (Arkansas)
                         (b) Healthsource Arkansas Preferred, Inc. (Arkansas)
                    (ii) Healthsource Insurance Company (Tennessee)
                    (iii)Healthsource Physicians Group of South Carolina, Inc.
                         (South Carolina)
                    (iv) Healthsource Provident Administrators, Inc.
                    (v)  Healthsource Texas, Inc. (Texas)
                    (vi) HS North Texas Ventures, Inc. (Texas)
                         (a) Healthsource  North Texas, Inc. (Texas)
                    (vii)Provident Health Care Plans, Inc. (Tennessee)
                         (a) Healthsource Georgia, Inc. (Georgia)
                         (b) Provident Health Care Plan, Inc. of North Carolina
                             (North Carolina)
                         (c) Provident Health Care Plan, Inc. of Tennessee
                             (Tennessee)
                (p) Physicians' Health Systems, Inc. (South Carolina)
                    (i)  Healthsource Insurance Services, Inc. (South Carolina)
                         (72% with balance owned by another CIGNA subsidiary)
                    (ii) Healthsource South Carolina, Inc. (South Carolina)
         (2)    CIGNA HealthCare of Arizona, Inc. (Arizona)
                (a)CIGNA Community Choice, Inc. (Arizona)
         (3)    CIGNA HealthCare of California, Inc. (California)
         (4)    CIGNA HealthCare of Colorado, Inc. (Colorado)
         (5)    CIGNA HealthCare of Connecticut, Inc. (Connecticut)
         (6)    CIGNA HealthCare of Delaware, Inc. (Delaware)
         (7)    CIGNA HealthCare of Florida, Inc. (Florida)
         (8)    CIGNA HealthCare of Georgia, Inc. (Georgia)
         (9)    CIGNA HealthCare of Illinois, Inc. (Delaware) (99.60% with 
                balance owned by non-affiliate)
         (10)   CIGNA Healthplan of Louisiana, Inc. (Louisiana)
         (11)   CIGNA HealthCare of Massachusetts, Inc. (Massachusetts)
         (12)   CIGNA HealthCare Mid-Atlantic, Inc. (Maryland)
         (13)   CIGNA HealthCare of New Jersey, Inc. (New Jersey)
         (14)   CIGNA HealthCare of New York, Inc. (New York)
         (15)   CIGNA HealthCare of North Carolina, Inc. (North Carolina)
         (16)   CIGNA HealthCare of North Louisiana, Inc. (Louisiana)
         (17)   CIGNA HealthCare of Northern New Jersey, Inc. (New Jersey)
         (18)   CIGNA HealthCare of Ohio, Inc. (Ohio)
         (19)   CIGNA HealthCare of Oklahoma, Inc. (Oklahoma)
         (20)   CIGNA HealthCare of Pennsylvania, Inc. (Pennsylvania)
         (21)   CIGNA HealthCare of St. Louis, Inc. (Missouri)
         (22)   CIGNA HealthCare of Tennessee, Inc. (Tennessee)
         (23)   CIGNA HealthCare of Texas, Inc. (Texas)
         (24)   CIGNA HealthCare of Utah, Inc. (Utah)
         (25)   CIGNA HealthCare of Virginia, Inc. (Virginia)
         (26)   Lovelace Health Systems, Inc. (New Mexico)
         (27)   Temple Insurance Company Limited (Bermuda)
     G.  CIGNA RE Corporation (Delaware)
     H.  Connecticut General Life Insurance Company (Connecticut)
         (1)    All-Net Preferred Providers, Inc. (Delaware)
         (2)    CIGNA Life Insurance Company (Connecticut)
     I.  Disability Claim Services, Inc. (Delaware)
     J.  Global Portfolio Strategies, Inc. (Connecticut)
     K.  INA Life Insurance Company of New York (New York)
     L.  International Rehabilitation Associates, Inc. d/b/a Intracorp
         (Delaware)
     M.  Life Insurance Company of North America (Pennsylvania)
         (1)    CIGNA Direct Marketing Company, Inc. (Delaware)
         (2)    CIGNA Life Insurance Company of Canada (Canada)
         (3)    INA Himawari Life Insurance Co., Ltd. (Japan) (90% with balance
                owned by non-affiliate)
     N.  MCC Behavioral Care, Inc. (Minnesota)
         (1)    MCC Behavioral Care of California, Inc. (California)
     O.  TEL-DRUG, INC. (South Dakota)


<PAGE>


II.  INA Corporation (Pennsylvania)
     A.  CIGNA International Holdings, Ltd. (Delaware)
         (1)    Afia Finance Corporation (Delaware)
                (a) CIGNA Brasil Participacoes Ltda. (Brazil)
                    (i)  AMICO Assistencia Medica A Industria E Comercio Ltda.
                         (Brazil) (50% with balance owned by non-affiliate)
                    (ii) Excel CIGNA Seguardora S.A.  (Brazil) (50% with balance
                         owned  by  non-affiliate)  
                (b) CIGNA  Reinsurance  New  Zealand Limited  (New  Zealand)  
                (c) P. T.  Asuransi  CIGNA  Indonesia
                (Indonesia) (53.51% with balance owned by non-affiliates)
         (2)    CIGNA Argentina Compania de Seguros S.A. (Argentina)
         (3)    CIGNA Brasil Empreendimentos Ltda. (Brazil)
                (a) INA Seguradora  S.A.  (Brazil)  (85.80% with 13.79% owned by
                    another CIGNA affiliate and balance owned by non-affiliates)
         (4)    CIGNA Compania de Seguros (Chile) S.A. (Chile) (99.13% with
                balance owned by non-affiliates)
         (5)    CIGNA G.B. Holdings, Ltd. (Delaware)
                (a) CIGNA Reinsurance Company (UK) Limited (United Kingdom)
                (b) Insurance Company of North America (U.K.) Limited 
                    (United Kingdom)
         (6)    CIGNA Insurance Asia Pacific Limited (Australia)
                (a) CIGNA Insurance Singapore Limited (Singapore)
         (7)    CIGNA Insurance Company Limited (Rep. of South Africa)
         (8)    CIGNA Insurance Company of Puerto Rico (Puerto Rico)
         (9)    CIGNA Insurance New Zealand Limited (New Zealand)
                (a) CIGNA Life Insurance New Zealand Limited (New Zealand)
         (10)   CIGNA International Corporation (Delaware)
                (a) CIGNA Eastern European Corporate Services Sp. z.o.o. 
                    (Poland)
         (11)   CIGNA International Insurance Company of Hong Kong Limited 
                (Hong Kong)
         (12)   CIGNA Overseas Insurance Company Ltd. (Bermuda)
                (a) CIGNA Accident and Fire Insurance Company, Ltd. (Japan)
                (b) CIGNA China  Investment Fund LDC (Cayman  Islands) (67% with
                    balance owned by another CIGNA subsidiary)
                (c) CIGNA Marketing Group, C.A. (Venezuela)
                (d) CIGNA Overseas Holdings, Inc. (Delaware)
                    (i)  CIGNA Insurance  Company of Europe S.A.-N.V.  (Belgium)
                         (a) CIGNA Life  Insurance  Company of Europe  S.A.-N.V.
                         (Belgium)  (b)  CIGNA  STU,  S.A.  (Poland)  (49%  with
                         balance  owned by  non-affiliate)  (c) CIGNA STU Zycie,
                         S.A. (Poland) (51% with balance owned by non-affiliate)
         (13)   CIGNA Worldwide Insurance Company (Delaware)
                (a) P.T. Asuransi Niaga CIGNA Life (Indonesia) (60% with balance
                owned  by   non-affiliate)   (b)  PCIB  CIGNA   Life   Insurance
                Corporation   (Philippines)   (50%   with   balance   owned   by
                non-affiliate)
         (14)   ESIS International, Inc. (Delaware)
         (15)   INACAN Holdings, Ltd. (Canada)
(a)      CIGNA Insurance Company of Canada (Canada)
         (16)   Inversiones  INA Limitada  (Chile)  (98.6% with balance owned by
                another CIGNA  subsidiary) (a) CIGNA Compania de Seguros de Vida
                (Chile) S.A. (Chile) (96.6% with balance owned by
                    non-affiliate)
                (b) CIGNA Salud Isapre S.A. (Chile) (99.20% with balance owned 
                    by another CIGNA subsidiary)
         (17)   LATINA Holdings, Ltd. (Delaware)
                (a) CIGNA Seguros de Colombia S.A. (Colombia) (85.76% with
                    balance owned by other CIGNA subsidiaries and non-affiliate)
                (b) Empresa  Guatemalteca  CIGNA de  Seguros,  Sociedad  Anonima
                    (Guatemala) (97.375% with balance owned by non-affiliates)
         (18)   Perdana CIGNA Insurance Berhard (Malaysia)(51% with balance 
                owned by  non-affiliate)  
         (19)   Seguros  CIGNA, S.A. (Mexico)(92.98% with balance owned by 
                non-affiliates)
     B.  INA Financial Corporation (Delaware)
         (1)    Brandywine Holdings Corporation (Delaware)
                (a) CIGNA International Reinsurance Company, Ltd. (Bermuda)
                (b) Century Indemnity Company (Pennsylvania)
                    (i)  Century Reinsurance Company (Pennsylvania)
                    (ii) CIGNA Reinsurance Company (Pennsylvania)
                         (a) CIGNA Reinsurance Company S.A.-N.V. (Belgium)
         (2)    INA Holdings Corporation (Delaware)
                (a) Bankers Standard Insurance Company (Pennsylvania)
                    (i)  Bankers Standard Fire & Marine Company (Pennsylvania)
                (b) CIGNA Property and Casualty Insurance Company (Connecticut)
                    (i)  ALIC, Incorporated (Texas)
                         (a) CIGNA Lloyds Insurance Company (Texas)
                    (ii) CIGNA Fire Underwriters Insurance Company(Pennsylvania)
                    (iii)CIGNA Insurance Company (Pennsylvania)
                         (a) Pacific Employers Insurance Company (Pennsylvania)
                             (i) CIGNA Insurance Company of Texas (Texas)
                             (ii)Illinois Union Insurance Company (Illinois)
                    (iv) CIGNA Insurance Company of the Midwest (Indiana)
                (c) ESIS, Inc. (California)
                (d) INAC Corp. (Delaware)
                (e) INAC Corp. of California (California)
                (f) INAMAR Insurance Underwriting Agency, Inc. (New Jersey)
                    (i)  INAMAR Insurance Underwriting Agency, Inc. of 
                         Massachusetts (Massachusetts)
                    (ii) INAMAR Insurance Underwriting Agency, Inc. of Ohio
                         (Ohio)
                    (iii)INAMAR Insurance Underwriting Agency of Texas (Texas)
                (g) INAPRO, Inc. (Delaware)
                    (i)  Reinsurance Solutions International, L.L.C. (Delaware)
                         (50% with balance owned by
                         non-affiliate)
                (h) Insurance  Company  of  North  America   (Pennsylvania)  (i)
                    Atlantic Employers Insurance Company (New Jersey) (ii) CIGNA
                    Employers  Insurance  Company   (Pennsylvania)  (iii)  CIGNA
                    Insurance  Company of Ohio (Ohio) (iv)  Indemnity  Insurance
                    Company of North America (Pennsylvania)
                         (a) Allied Insurance Company (California)
                         (b) CIGNA Indemnity Insurance Company (Pennsylvania)
                         (c) CIGNA Insurance Company of Illinois (Illinois)
                    (v)  INA Surplus Insurance Company (Pennsylvania)
                (i) Marketdyne International, Inc. (Delaware)
                (j) Recovery Services International, Inc. (Delaware)
III. CIGNA Investment Group, Inc. (Delaware)
     A.  CIGNA International Finance Inc. (Delaware)
         (1)    CIGNA International Investment Advisors, Ltd. (Delaware)
                (a) CIGNA International Investment Advisors Australia Limited 
                    (Australia)
                (b) CIGNA International Investment Advisors K.K. (Japan)
     B.  CIGNA Investment Advisory Company, Inc. (Delaware)
     C.  CIGNA Investments, Inc. (Delaware)
         (1)    CIGNA Advisory Partners, Inc. (Delaware)
         (2)    CIGNA Leveraged Capital Fund, Inc. (Delaware)



<PAGE>


ITEM 27.  NUMBER OF PURCHASERS

As of December 31, 1998, there were [20,115] owners of Contracts covered by this
Registration Statement.

ITEM 28.  INDEMNIFICATION

The  answer  to  this  Item  28 is  incorporated  by  reference  to  Item  28 of
Post-Effective  Amendment  No. 4 to the Form N-4  Registration  Statement  of CG
Variable Annuity Separate Account II under the Securities Act of 1933 (File No.
33-83020) filed February 26, 1997.

ITEM 29.  PRINCIPAL UNDERWRITER

The   Registrant's   principal   underwriter   is  Sagemark   Consulting,   Inc.
("Sagemark"),  formerly known as CIGNA Financial  Advisors,  Inc. Deferred sales
charges of $____________ were paid on the Contracts during  Registrant's  fiscal
year ended  December 31, 1998.  Sagemark also acts as principal  underwriter  of
certain other variable  annuity  contracts and variable life policies  issued by
the Company, and by the CIGNA Life Insurance Company.
Sagemark's mailing address is 350 Church Street, Hartford, Connecticut 06103.

The investment companies for which Sagemark acts as a principal underwriter are:

          CG Variable Annuity Separate Account

          CG Variable Annuity Separate Account II

          CG Variable Life Insurance Separate Account I

          CG Variable Life Insurance Separate Account II

           CIGNA Variable Annuity Separate Account I

DIRECTORS AND OFFICERS OF PRINCIPAL UNDERWRITER

NAME                          POSITIONS AND OFFICES WITH UNDERWRITER

J. Michael Hemp........  President
Todd R. Stephenson.....  Senior Vice President and Chief Operating Officer
Carolyn P. Brody.......  Vice President
Joy P. McConnell.......  Vice President
Priscilla S. Brown.....  Vice President
Philip L. Holstein.....  Vice President
Karen R. Matheson......  Director and Vice President
John M. Behrendt.......  Vice President
Janet C. Whitney.......  Vice President and Treasurer
Robert A. Picarello....  Chief Counsel and Assistant Secretary
H. Edward Cohen........  Assistant Vice President
Karen E. Goldman.......  Assistant Vice President
C. Suzanne Womack......  Secretary
Gil L. Bearman.........  Assistant Secretary
Brian S. Becker........  Assistant Secretary
Renee L. Beeks.........  Assistant Secretary
Gail Black.............  Assistant Treasurer
Walter W. Bonham, Jr...  Assistant Treasurer


<PAGE>


ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

The records required to be maintained by Section 31(a) of the Investment Company
Act of 1940 and Rules 31a-1 to 31a-3  promulgated  thereunder  are maintained by
[to be provided by subsequent amendment.]

ITEM 31.  MANAGEMENT SERVICES

Not applicable.

ITEM 32.  UNDERTAKINGS

   (a) Registrant  undertakes  that it will file a post  effective  amendment to
   this registration statement under the Securities Act of 1933 as frequently as
   necessary to ensure that the audited financial statements in the registration
   statement  are never more than 16 months old for so long as Premium  Payments
   under the Contracts may be accepted.

   (b)  Registrant  undertakes  that it will  include  either (i) a postcard  or
   similar written  communication  affixed to or included in the Prospectus that
   the applicant can remove to send for a Statement of Additional Information or
   (ii) a space in the  Contract  application  that an  applicant  can  check to
   request a Statement of Additional Information.

   (c) Registrant  undertakes to deliver promptly,  upon written or oral request
   made to Connecticut  General Life  Insurance  Company at the address or phone
   number listed in the Prospectus,  any Statement of Additional Information and
   any  financial  statements  required  by  Form  N-4 to be made  available  to
   applicants or contract owners.

FEES AND CHARGES REPRESENTATION

The Company  represents that the fees and charges  deducted under the Contracts,
in the  aggregate,  are  reasonable  in relation to the services  rendered,  the
expenses expected to be incurred, and the risks assumed by the Company.

SECTION 403(b) REPRESENTATION

Registrant  represents  that it is relying on a no-action  letter dated November
28,  1988,  to the  American  Council  of Life  Insurance  (Ref.  No.  IP-6-88),
regarding  Sections 22(e),  27(c)(1) and 27(d) of the Investment  Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Contracts,
and that  paragraphs  numbered  (1)  through (4) of that letter will be complied
with.


<PAGE>



SIGNATURES

As  required by the  Securities  Act of 1933 and the  Investment  Company Act of
1940, the Registrant has duly caused this Post-Effective  Amendment No. 9 to its
Registration  Statement  on Form N-4  (File  No.  33-48137)  to be signed on its
behalf by the undersigned  thereunto duly authorized,  in the Town of Bloomfield
and State of Connecticut on the 1st day of March, 1999.

CG VARIABLE ANNUITY SEPARATE ACCOUNT
(REGISTRANT)

     By /s/ JOHN WILKINSON*
     -----------------------
     John Wilkinson
     Vice President
     Connecticut General Life Insurance Company


CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(DEPOSITOR)

     By /s/ JOHN WILKINSON
     -----------------------
     John Wilkinson
     Vice President 


Pursuant to the requirements of the Securities Act of 1933, this  Post-Effective
Amendment  No. 9 to this  Registration  Statement  (File No.  33-48137) has been
signed  below  on  March 1,  1999 by the  following  persons,  as  officers  and
directors of the Depositor, in the capacities indicted:


SIGNATURE 
/s/ THOMAS C. JONES*                         President and Director
- --------------------                         (Principal Executive Officer)
Thomas C. Jones                             

/s/ JOHN WILKINSON*                          Vice President and Actuary
- -------------------                          (Principal Financial Officer)
John Wilkinson                              

/s/ ROBERT E. WAHLMAN*                       Vice President
- ----------------------                       (Principal Accounting Officer)
Robert E. Wahlman                          


/s/ HAROLD W. ALBERT*                        Vice President
- ---------------------                        (Principal Accounting Officer)
Harold W. Albert                           


/s/ ROBERT W. BURGESS*                       Director
- ----------------------
Robert W. Burgess

/s/ JOHN G. DAY*                             Director
- ----------------
John G. Day

/s/ JOSEPH M. FITZGERALD*                    Director
- -------------------------
Joseph M. Fitzgerald

/s/ H. EDWARD HANWAY*                        Director
- ---------------------
H. Edward Hanway

/s/ CAROL M. OLSEN*                          Director
- -------------------
Carol M. Olsen

/s/ JOHN E. PACY*                            Director
- -----------------
John E. Pacy

/s/ MARC L. PREMINGER*                       Director
- ----------------------
Marc L. Preminger

/s/ PATRICIA L. ROWLAND*                     Director
- ------------------------
Patricia L. Rowland

/s/ W. ALLEN SCHAFFER, M.D.*                 Director
- ----------------------------
W. Allen Schaffer, M.D.

*By/s/ JOHN WILKINSON                       Date:  March 1, 1999
   ------------------                       ----
   John Wilkinson
   Attorney-in-Fact



<PAGE>



                                  Exhibit Index


Exhibit 15        Power of Attorney for Robert E. Wahlman



                                                              Exhibit 15



                                POWER OF ATTORNEY

         We, the undersigned  directors and officers of Connecticut General Life
Insurance  Company,  hereby severally  constitute and appoint John Wilkinson and
Mark  A.  Parsons,   and  each  of  them  individually,   our  true  and  lawful
attorneys-in-fact,  with full  power to them and each of them to sign for us, in
our  names an in the  capacities  indicated  below,  any and all  amendments  to
Registration  Statement  No.  33-48137  filed with the  Securities  and Exchange
Commission under the Securities Act of 1933, on behalf of the Company in its own
name or in the  name  of one of its  Separate  Accounts,  hereby  ratifying  and
confirming   our   signatures   as  they  may  be   signed   by  either  of  our
attorneys-in-fact to any such Registration Statement.

         WITNESS our hands and common seal on this 25th day of January, 1999.

Signature                              Title


/s/Thomas C. Jones            President (Principal Executive Officer) and
Thomas C. Jones                Director


/s/John Wilkinson             Vice President and Actuary
John Wilkinson                (Principal Financial Officer)


/s/Robert E. Wahlman          Vice President
Robert E. Wahlman             (Principal Accounting Officer)


/s/Harold W. Albert           Director
Harold W. Albert


/s/Robert W. Burgess          Director
Robert W. Burgess




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