CG VARIABLE ANNUITY SEPARATE ACCOUNT
497, 1999-05-12
Previous: DEWOLFE COMPANIES INC, 10-Q, 1999-05-12
Next: RESOURCE CAPITAL GROUP INC, 10QSB, 1999-05-12



Prospectus
May 1, 1999

                      AIM/CIGNA Heritage Variable Annuity

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

   
Mailing Address:              For New York Customers
Customer Service Center       Only: Mailing Address:
P.O. Box 94039                Customer Service Center
Palatine, IL 60094-4039       P.O. Box 94038
Telephone: 800-776-6978       Palatine, IL 60094-4038
Fax: 847-402-9543             Telephone:  800-692-4682
                               Fax: 847-402-4361
    








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  securities or
determined that this prospectus is accurate or complete.  Any  representation to
the contrary is a criminal offense.


<PAGE>

   

                                    TABLE OF CONTENTS



Definitions...................................................................1
Summary.......................................................................3
    Overview..................................................................3
    Premium Payments..........................................................3
    The Fixed Account.........................................................3
    The Variable Account......................................................3
    Transfers.................................................................4
    Cash Withdrawals..........................................................4
    Free Partial Withdrawals..................................................4
    Annuity Payments..........................................................4
    Death Benefit.............................................................4
    Right to Examine Your Contract............................................5
    Additional Features.......................................................5
    Charges and Deductions....................................................5
    Owner Inquiries...........................................................6
Fee Table.....................................................................7
The Company, the Fixed Account, the Variable Account and the Fund.............8
    The Company...............................................................8
    The Administrator.........................................................9
    The Fixed Account.........................................................9
    The Variable Account......................................................9
    The Fund and the Portfolios..............................................10
Premium Payments and Account Values During the Accumulation Period...........12
    Premium Payments.........................................................12
    Your Annuity Account.....................................................12
    Allocating Your Premium Payments.........................................12
    Fixed Accumulation Value.................................................13
    Guaranteed Periods.......................................................13
    Guaranteed Interest Rates................................................13
    Variable Accumulation Value..............................................13
    Variable Accumulation Units..............................................13
    Variable Accumulation Unit Value.........................................14
Optional Features............................................................14
    Dollar Cost Averaging....................................................14
    Automatic Rebalancing....................................................14
Transfer Privilege...........................................................15
    Transfers During the Accumulation Period.................................15
    Transfers During the Annuity Period......................................16
Access to Your Money.........................................................16
    Cash Withdrawals.........................................................16
    Minimum Value Requirement................................................17
    Section 403(b) Annuities.................................................17
Death Benefits...............................................................17
    Election and Effective Date of Election..................................17
    Payment of Death Benefit.................................................18
    Amount of Death Benefit..................................................18
Surrender of the Contracts...................................................18
Annuity Provisions...........................................................19
    Annuity Date.............................................................19
    Election -Change of Annuity Option.......................................19
    Annuity Options..........................................................20
    Fixed Annuity Payments...................................................20
    Variable Annuity Payments................................................20
Fixed Annuity Options........................................................21
    Life Annuity Option......................................................21
    Life Annuity with Certain Period Option..................................21
    Cash Refund Life Annuity Option..........................................21
    Annuity Certain Option...................................................21
Variable Annuity Options.....................................................21
    Variable Life Annuity Option.............................................21
    Variable Life Annuity with Certain Period Option.........................21
    Variable Annuity Certain Option..........................................22
    Additional Annuity Options...............................................22
    Determination of Annuity Payments........................................22
Contract Charges and Fees....................................................22
    Withdrawal Charges.......................................................22
    Free Partial Withdrawal..................................................23
    Annuity Account Fee......................................................24
    Administrative Fee.......................................................24
    Premium Taxes............................................................24
    Charge for Mortality and Expense Risks...................................24
    Market Value Adjustment..................................................25
Other Contract Provisions....................................................26
    Deferral of Payment......................................................26
    Designation and Change of Beneficiary....................................26
    Exercise of Contract Rights..............................................26
    Transfer of Ownership....................................................27
    Death of Owner...........................................................27
    Voting Fund Shares.......................................................27
    Adding, Deleting or Substituting Investments.............................28
    Change in Operation of the Variable Account..............................29
    Modifying the Contract...................................................29
    Discontinuing New Purchases..............................................30
    Right to Examine Your Contract...........................................30
    IRA Right to Revoke......................................................30
    Periodic Reports.........................................................30
Federal Tax Matters..........................................................30
    Taxation of Non-Qualified Contracts......................................31
    Taxation of Qualified Contracts..........................................32
    Possible Tax Law Changes.................................................33
Distribution of the Contracts................................................33
Historical Performance Data..................................................33
Year 2000 Matters............................................................34
Condensed Financial Information..............................................35
Table of Contents for the Statement of Additional Information................38


    



<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
Customer 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, OUR or CG LIFE:  Connecticut  General Life Insurance  Company.  Our Home
Office is located at 900 Cottage Grove Road, Hartford, CT 06002.
    

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                        Annuity 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.

       


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 $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.  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.

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
guarantee,  however, that you will be credited with an interest rate of at least
3% per year, compounded annually, on amounts you allocated to the fixed account,
regardless  of any  effects of the Market  Value  Adjustment.  We do not apply a
Market  Value  Adjustment  to the death  benefit  or  annuity  payments.  
    


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    transfers from any subaccount must be at least $100;

   
o    transfers to a fixed subaccount must be at least $500;

o    if your account value remaining in a fixed  subaccount is less than $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.  We will subject transfers from a fixed subaccount to a Market
Value  Adjustment,  unless the  transfer is made on the  expiration  date of the
fixed  subaccount.  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 $50. 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 Customer  Service  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.


   
Additional Features

Enhanced Dollar Cost Averaging

You can arrange to have money automatically  transferred monthly from any of the
variable  subaccounts  or the  One-Year  fixed  subaccount  to  your  choice  of
subaccounts.  Dollar  cost  averaging  does not  guarantee a profit and does not
protect against a loss if market prices decline.


Automatic Rebalancing


We will, upon your request,  automatically  transfer  amounts among the variable
subaccounts on a regular basis to maintain a desired  allocation of your Account
Value among the variable subaccounts.
    


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.

   
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 require 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 you  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:

   
                  Customer Service Center
                  P.O. Box 94039
                  Palatine, IL 60094-4039
                  Tel:  800-776-6978
                  Fax:  847-402-9543

                  For New York Customers Only
                  Customer Service Center
                  P.O. Box 94038
                  Palatine, IL 60094-4038
                  Tel:  800-692-4682
                  Fax: 847-402-4361
    



<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
Variable Account Annual Expenses
         (as a percentage of average variable 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)
<TABLE>
<CAPTION>

   
Name of Portfolio                                          Management Fees   Other Expenses    Total Annual
- -----------------                                          ---------------   --------------    ------------
                                                                                                 Expenses
<S>                                                             <C>               <C>             <C>  
AIM V.I. Capital Appreciation Fund                              0.62%             0.05%           0.67%
AIM V.I. Diversified Income Fund                                0.60%             0.17%           0.77%
AIM V.I. Global Utilities Fund                                  0.65%             0.46%           1.11%
AIM V.I. Government Securities Fund                             0.50%             0.26%           0.76%
AIM V.I. Growth Fund                                            0.64%             0.08%           0.72%
AIM V.I. Growth and Income Fund                                 0.61%             0.04%           0.65%
AIM V.I. International Equity Fund                              0.75%             0.16%           0.91%
AIM V.I. Money Market Fund                                      0.40%             0.18%           0.58%
AIM V.I. Value Fund                                             0.61%             0.05%           0.66%
</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.


<PAGE>





EXAMPLES

An 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.................................$75           $102        $131       $243 
AIM V.I. Diversified Income Fund...................................$76           $105        $136       $253 
AIM V.I. Global Utilities Fund.....................................$80           $116        $154       $288 
AIM V.I. Government Securities Fund................................$76           $105        $136       $252 
AIM V.I. Growth Fund...............................................$76           $104        $134       $248 
AIM V.I. Growth and Income Fund....................................$75           $101        $130       $241 
AIM V.I. International Equity Fund.................................$78           $109        $144       $268 
AIM V.I. Money Market Fund.........................................$74            $99        $126       $233 
AIM V.I. Value Fund................................................$75           $102        $131       $242 
    
</TABLE>

2?     If the Contract is not surrendered or if it is annuitized:
<TABLE>
<CAPTION>

   
<S>                                                                <C>            <C>        <C>        <C>  
AIM V.I. Capital Appreciation Fund.................................$21            $66        $113       $243 
AIM V.I. Diversified Income Fund...................................$22            $69        $118       $253 
AIM V.I. Global Utilities Fund.....................................$26            $80        $136       $288 
AIM V.I. Government Securities Fund................................$22            $69        $118       $252 
AIM V.I. Growth Fund...............................................$22            $68        $116       $248 
AIM V.I. Growth and Income Fund....................................$21            $65        $112       $241 
AIM V.I. International Equity Fund.................................$24            $73        $126       $268 
AIM V.I. Money Market Fund.........................................$20            $63        $108       $233 
AIM V.I. Value Fund................................................$21            $66        $113       $242 
    
</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 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 at the end of this prospectus.
    



<PAGE>



            The Company, the Fixed Account, the Variable Account and the Fund

The Company

   
Connecticut  General Life Insurance  Company (CG Life) 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,  Hartford,
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  CG Life.
    

The Administrator

   
Allstate Life Insurance  Company and Allstate Life Insurance Company of New York
(together,  "Allstate") perform 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.  Allstate is responsible  for
servicing  the  Contracts,  including  the  payment of  benefits,  oversight  of
investment management and contract administration.
    

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 effects 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.

   
Effective  January 1, 1998,  CG Life  contracted  the  administrative  servicing
obligations  with respect to its  individual  variable  annuity  business to The
Lincoln  National  Life  Insurance  Company  (Lincoln  Life) and Lincoln  Life &
Annuity Company of New York (LLANY).  Effective  September 1, 1998, Lincoln Life
and LLANY subcontracted the administrative servicing obligations with respect to
the variable annuity business  included in the Variable Account to Allstate Life
Insurance  Company and Allstate Life Insurance Company of New York (the Allstate
Companies).  Although  CG  Life  is  responsible  for  all  Contract  terms  and
conditions, Lincoln Life and LLANY were responsible for servicing the individual
annuity  contracts,  including the payment of benefits,  oversight of investment
management and contract  administration,  until these services were transitioned
to the Allstate Companies on April 12, 1999.
    

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

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 are  offered to both  registered  and  unregistered  separate  accounts  of
insurance  companies and to certain  pension and retirement  plans.  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:

- ------------------------------------------- ----------------------------------
                Portfolio                          Investment Objective(s)

- ------------------------------------------- ----------------------------------
AIM V.I. Capital Appreciation               Growth of capital through investment
Fund                                        in common stocks, with emphasis on
                                            medium and small-sized growth 
                                            companies.

- ------------------------------------------- ----------------------------------
AIM V.I. Diversified Income Fund            To achieve a high level of current 
                                            income.
- ------------------------------------------- ----------------------------------
AIM V.I. Global Utilities Fund              To achieve a high level of current
                                            income  and  secondarily,  growth of
                                            capital,  by investing  primarily in
                                            the common and  preferred  stocks of
                                            public  utility   companies  (either
                                            domestic or foreign).
- ------------------------------------------- ----------------------------------
AIM V.I. Government Securities              To achieve high current income 
 Fund                                       consistent with reasonable concern 
                                            for safety of principal by 
                                            investing in debt securities 
                                            issued, guaranteed or otherwise 
                                            backed by the United States 
                                            Government.
- ------------------------------------------- ----------------------------------
AIM V.I. Growth Fund                        To seek growth of capital primarily
                                            by investing in seasoned and better
                                            capitalized companies considered to
                                            have strong earnings momentum.
- ------------------------------------------- ----------------------------------
AIM V.I. Growth and Income Fund             Growth of capital with a secondary 
                                            objective of current income.
- ------------------------------------------- ----------------------------------
AIM V.I. International Equity Fund          To provide long-term growth of 
                                            capital by  investing   in  a  
                                            diversified portfolio  of  
                                            international  equity securities    
                                            whose issuers are considered to 
                                            have strong  earnings  momentum.
- ------------------------------------------- ----------------------------------
AIM V.I. Money Market Fund                  To provide as high a level of 
                                            current income as is consistent 
                                            with the preservation of capital 
                                            and liquidity.
- ------------------------------------------- ----------------------------------
AIM V.I. Value Fund                         To achieve long-term growth of 
                                            capital by investing primarily in 
                                            equity securities judged by the 
                                            fund's investment advisor to be
                                            undervalued relative to the 
                                            investment advisor's appraisal of 
                                            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 market generally.  Income is
                                            a secondary objective.
- ------------------------------------------- ----------------------------------

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.


<PAGE>




           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 $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 Customer  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.  

If  your  allocation  instructions  would  place  less  than  to $500 in 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 Features
    

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 transfer a
specific  dollar amount each month from any variable  subaccount or the One-Year
fixed  subaccount  to one or more  variable  subaccounts.  By  transferring  set
amounts on a regular  schedule,  instead of transferring the total amount at one
particular  time,  you may reduce the risk of investing in the  portfolios  only
when the price is high.

You may select Dollar Cost  Averaging by having at least $1,000 in a variable or
One-Year  fixed  subaccount.  You must transfer at least $50 per month.  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 variable or One-Year fixed subaccount.  We
do not permit  transfers to or from any 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  variable 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 may choose to rebalance monthly,  quarterly, semi annually or annually. 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

   
Transfers During the Accumulation Period

During the  Accumulation  Period you may  transfer  all or part of your  account
value to one or more subaccounts. 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 $100 unless you are transferring the entire
         value of the subaccount;
o        the amount you transfer to any fixed subaccount must be at least $500;
o        there must be at least $500 remaining in the subaccount after the
         transfer;  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.  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.

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

Telephone Transfers. We will allow telephone transfers automatically.

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.

   
Transfers During the 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.


   
                              Access to Your Money
    

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 $50.  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 $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.

   
Income  taxes,  federal tax penalties  and other  restrictions  may apply to any
withdrawals you make. 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 $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.

   
Income  taxes,  federal tax penalties  and other  restrictions  may apply to any
surrender.  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.

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 to withdraw a portion or all of the future  payments to which the Payee is
entitled.  Upon  withdrawal,  the amount of the future payments will 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.

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 $50.
    

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.

       

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
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 an 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, surrender or transfer from a fixed subaccount, other than a
withdrawal,  surrender  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 of 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(th)
                                       ----------
                                       (1 + B)N(th)
    

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. We use an Index Rate declared for
          the  Friday  occurring  within  the  calendar  week which is two weeks
          earlier than the  calendar  week during  which the  guaranteed  period
          begins.

   
     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. We use an Index Rate declared for the Friday occurring within
          the calendar  week which is two weeks  earlier than the calendar  week
          during which the withdrawal, surrender or transfer occurs.
    


     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
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.

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 Contracts  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 approved by us, with
respect to Contracts 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  Contracts.  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 Customer  Service 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.

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:

o    made on or after the taxpayer reaches age 59-1/2

o    made on or after the death of an Owner;

o    attributable to the taxpayer's becoming disabled; or

o    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 "rolled
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 59-1/2,  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 59-1/2,
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  to  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 "direct  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"),  formally  known as  CIGNA  Financial
Advisers,  Inc., located at 350 Church Street,  Hartford,  Connecitcut 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 The  Lincoln  National  Life  Insurance  Company
("Lincoln  Life")  an  Indiana  corporation  with  headquarters  in Fort  Wayne,
Indiana,  whose  principal  businesses  are insurance  and  financial  services.
Lincoln Life is wholly-owned by Lincoln  National  Corporation,  a publicly-held
insurance  holding  company  domiciled  in  Indiana.  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 Matters

   
In the  following  section,  "we"  refers to the  Administrator,  Allstate  Life
Insurance  Company  ("Allstate"),  since  it is  Allstate's  .systems  that  are
responsible  for  administering  the Contract and paying the benefits  under the
Contract.

We are heavily  dependent  upon complex  computer  systems for all phases of our
operations, including customer service, and contract administration.  Since many
of our older computer  software  programs  recognize only the last two digits of
the year in any date, some software may fail to operate properly in or after the
year 1999, if software is not reprogrammed,  remediated or replaced, ("Year 2000
Issue"). We believe that many of our counterparties and suppliers also have Year
2000 Issues that could affect us. In 1995, Allstate commenced a plan intended to
mitigate  and/or  prevent  the  adverse  effects  of  Year  2000  Issues.  These
strategies  include  normal  development  and  enhancement  of new and  existing
systems, upgrades to operating systems already covered by maintenance agreements
and modifications to existing systems to make them Year 2000 compliant. The plan
also includes us actively  working with our major  external  counterparties  and
suppliers to assess their compliance efforts and our exposure to them.  Allstate
is  currently  in the  process  of  identifying  key  processes  and  developing
contingency plans in the event that the systems supporting its key processes are
not Year 2000 compliant at the end of 1999. Management believes these contigency
plans  should  be  completed  by  mid-1999.  Until  these  plans  are  complete,
management  is unable to determine an estimate of the most  reasonably  possible
worst  case  scenario  due to issues  relating  to the Year 2000.  We  presently
believe  that we will  resolve the Year 2000 Issue in a timely  manner,  and the
financial  impact  will not  materially  affect the  results of our  operations,
liquidity  or  financial  position.  Year 2000 costs are and will be expensed as
incurred.
    



<PAGE>




                             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 Variable 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.

   
                        AIM V.I. Capital Appreciation Subaccount
 ------------------------------------------------------------------------------
                          Accumulation Unit Value       Number of Accumulation
                            at End of Year               Units at End of Year
  12/31/98                     $24.337                      14,259,245
  12/31/97                      $20.678                     16,027,198
  12/31/96                      $18.467                     16,934,302
  12/31/95                      $15.924                     13,216,713
   1/31/95                      $11.736                     7,513,807
   1/31/94                      $12.380                 __________________


               AIM V.I. Diversified Income Subaccount
 ------------------------------------------------------------------------------
                         Accumulation Unit Value       Number of Accumulation
                            at End of Year              Units at End of Year
 12/31/98                      $13.885                     4,464,714
 12/31/97                      $13.588                     4,695,148
 12/31/96                      $12.591                     4,290,852
 12/31/95                      $11.585                     3,747,828
  1/31/95                      $ 9.931                     2,442,031
  1/31/94                      $10.749                 __________________


                AIM V.I. Global Utilities Subaccount
 ------------------------------------------------------------------------------
                          Accumulation Unit Value       Number of Accumulation
                            at End of Year               Units at End of Year
 12/31/98                      $19.066                      850,446
 12/31/97                      $16.591                      921,883
 12/31/96                      $13.826                      796,782
 12/31/95                      $12.508                      571,320
  1/31/95                      $10.235                      190,264
  1/31/94                        $--                   __________________


              AIM V.I. Government Securities Subaccount
 ------------------------------------------------------------------------------
                          Accumulation Unit Value       Number of Accumulation
                            at End of Year               Units at End of Year
 12/31/98                      $12.575                     2,172,332
 12/31/97                      $11.832                     1,926,036
 12/31/96                      $11.089                     1,864,171
 12/31/95                      $10.991                     1,672,986
  1/31/95                      $ 9.775                     1,214,456
  1/31/94                      $10.260                 __________________
    


<PAGE>



   
                    AIM V.I. Growth Subaccount
- ------------------------------------------------------------------------------
                      Accumulation Unit Value       Number of Accumulation
                           at End of Year            Units at End of Year
12/31/98                      $26.960                     9,036,202
12/31/97                      $20.376                     9,603,064
12/31/96                      $16.281                     9,484,547
12/31/95                      $13.978                     7,342,011
 1/31/95                      $10.491                     4,337,355
 1/31/94                      $11.448                 __________________


               AIM V.I. Growth and Income Subaccount
- ------------------------------------------------------------------------------
                      Accumulation Unit Value       Number of Accumulation
                          at End of Year            Units at End of Year
12/31/98                      $24.739                     6,735,903
12/31/97                      $19.639                     7,046,189
12/31/96                      $15.835                     5,709,782
12/31/95                      $13.385                     2,779,812
 1/31/95                      $10.216                      622,513
 1/31/94                        $--                   __________________


             AIM V.I. International Equity Subaccount
- ------------------------------------------------------------------------------
                      Accumulation Unit Value       Number of Accumulation
                           at End of Year            Units at End of Year
12/31/98                      $18.723                     8,137,165
12/31/97                      $16.434                     9,290,316
12/31/96                      $15.578                     9,121,429
12/31/95                      $13.156                     6,249,610
 1/31/95                      $10.738                     5,124,627
 1/31/94                      $12.296                 __________________


                 AIM V.I. Money Market Subaccount
- ------------------------------------------------------------------------------
                      Accumulation Unit Value       Number of Accumulation
                           at End of Year            Units at End of Year
12/31/98                      $11.994                     3,737,115
12/31/97                      $11.571                     3,829,515
12/31/96                      $11.156                     4,855,567
12/31/95                      $10.775                     6,071,486
 1/31/95                      $10.378                     2,979,228
 1/31/94                      $10.084                 __________________
    


   

                     AIM V.I. Value Subaccount
- ------------------------------------------------------------------------------
                      Accumulation Unit Value       Number of Accumulation
                           at End of Year            Units at End of Year

12/31/98                      $28.037                     17,453,096
12/31/97                      $21.464                     18,682,024
12/31/96                      $17.591                     18,443,298
12/31/95                      $15.505                     16,590,052
 1/31/95                      $11.522                      9,479,495
 1/31/94                      $11.922                 __________________
    






<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
    

<TABLE>
<CAPTION>

<S>                                                                                    <C>     
The Contracts -- General Provisions......................................................1
         The Contracts...................................................................1
         Loans...........................................................................1
         Non-Participating Contracts.....................................................1
         Misstatement of Age.............................................................1
         Assignment......................................................................1
         Evidence of Survival............................................................1
         Endorsement of Annuity Payments.
Tax Status of the Contracts...................................................................2
         Diversification Requirements.........................................................2
         Owner Control........................................................................2
         Required Distributions...............................................................2
         Taxation of the Company..............................................................3
Investment Experience.........................................................................3
Variable Accumulation Unit Value and Variable Accumulation Value..............................3
Net Investment Factor.........................................................................4
Sample Calculations and Tables................................................................4
         Variable Account Calculations........................................................4
         Fixed Account Calculation -- Withdrawal Charge and Market Value
Adjustment Tables.............................................................................5
              Sample Calculations for Male Age 35 at Issue....................................5
State Regulation of the Company...............................................................7
Administration................................................................................7
Distribution of the Contracts.................................................................7
Custody of Assets.............................................................................8
Historical Performance Data.
         Money Market Subaccount Yield........................................................8
         Other Subaccount Yields..............................................................9
         Standard Subaccount Total Returns....................................................9
         Non-Standard Subaccount Total Returns...............................................11
         Adjusted Historic Portfolio Performance.............................................11
Legal Matters................................................................................12
Legal Proceedings............................................................................12
Experts......................................................................................12
Financial Statements.........................................................................12 
</TABLE>




<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



   
                                Mailing Address:
                             Customer Service Center
                                 P.O. Box 94039
                             Palatine, IL 60094-4039
                             Telephone: 800-776-6978
                                Fax: 847-402-9543

                           For New York Customers Only
                             Customer Service Center
                                 P.O. Box 94038
                             Palatine, IL 60094-4038
                             Telephone: 800-692-4682
                                Fax: 847-402-4361


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 or writing to  Customer  Service  Center 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>
<CAPTION>

                                Table of Contents

    
<S>                                                                                                     <C>
The Contracts -- General Provisions......................................................................1
   The Contracts.........................................................................................1
   Loans.................................................................................................1
   Non-Participating Contracts...........................................................................1
   Misstatement of Age...................................................................................1
   Assignment............................................................................................1
   Evidence of Survival..................................................................................1
   Endorsement of Annuity Payments.
Tax Status of the Contracts..............................................................................2
   Diversification Requirements..........................................................................2
   Owner Control.........................................................................................2
   Required  Distributions...............................................................................2
   Taxation of the Company...............................................................................3
Investment Experience....................................................................................3
Variable Accumulation Unit Value and Variable Accumulation Value.........................................3
Net Investment Factor....................................................................................4
Sample Calculations and Tables...........................................................................4
   Variable Account Calculations.........................................................................5
   Fixed Account Calculation - Withdrawal Charge and Market Value Adjustment Tables......................5
      Sample Calculations for Male Age 35 at Issue.......................................................5
State Regulation of the Company..........................................................................7
Administration...........................................................................................7
Distribution of the Contracts............................................................................8
Custody of Assets........................................................................................8
Historical Performance Data..............................................................................8
   Money Market Subaccount Yield.........................................................................9
   Other Subaccount Yields...............................................................................9
   Standard Subaccount Total Returns....................................................................10
   Non-Standard Subaccount Total Returns................................................................12
   Adjusted Historic Portfolio Performance..............................................................12
Legal Matters...........................................................................................13
Legal Proceedings.......................................................................................13
Experts.................................................................................................13
Financial Statements....................................................................................13
    

</TABLE>

<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 Customer
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  Subaccount.  The
portion of your Annuity  Account Value held in any Variable  Account  Subaccount
equals the number of Subaccount units allocated to a Contract  multiplied by the
Subaccount 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  Subaccounts  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  Subaccount  by the  Variable  Accumulation  Unit  Value  for that
particular  Subaccount  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  Subaccount was
established at $10.00 for the first Valuation Period of the particular  Variable
Account  Subaccount.  We determine the Variable  Accumulation Unit Value for the
particular  Variable Account  Subaccount for any subsequent  Valuation Period by
multiplying  the Variable  Accumulation  Unit Value for the particular  Variable
Account  Subaccount for the immediately  preceding  Valuation  Period by the Net
Investment  Factor  for the  particular  Variable  Account  Subaccount  for such
subsequent  Valuation  Period.  The  Variable  Accumulation  Unit Value for each
Variable Account  Subaccount 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  Subaccount  credited to the Variable Account for
such Valuation Period. The variable  accumulation value of each Variable Account
Subaccount  is  determined by  multiplying  the number of Variable  Accumulation
Units,  if any,  credited to each  Variable  Account  Subaccount by the Variable
Accumulation Unit Value of the particular  Variable Account  Subaccount for such
Valuation Period.
    


                              Net Investment Factor

   
The Net  Investment  Factor  is an  index  applied  to  measure  the  investment
performance of a Variable  Account  Subaccount 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  Subaccount 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
          Subaccount 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  Subaccount  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 Subaccount;

(b)  is the net asset  value of the Fund  shares  held in the  Variable  Account
     Subaccount 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 Subaccount; that the Variable Accumulation Unit Value and the Annuity
Unit Value for the  particular  Subaccount  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.

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


<TABLE>
<CAPTION>
                         Surrender Charge Calculation

                          (1)                      (2)                         (3)
                          ---                      ---                         ---
                         Surrender              Surrender                   Surrender
Contract Year           Charge Factor           Charge Factor                Charge

<S>                        <C>                      <C>                        <C>   
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
                                                                               ------
</TABLE>

<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.  Allstate is
responsible  for  servicing  the  Contracts,  including the payment of benefits,
oversight of investment management and contract administration.
    


                          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
$287,589.23 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 The Lincoln  National Life Insurance  Company  ("Lincoln  Life"),  an Indiana
corporation with headquarters in Fort Wayne, Indiana, whose principal businesses
are insurance and  financial  services.  Lincoln Life is wholly owned by Lincoln
National  Corporation,  a publicly-held  insurance holding company domiciled in
Indiana.

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 Subaccounts'  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 Subaccounts 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

       


                         Money Market Subaccount Yield

   
We may disclose  the current  annualized  yield of the Money Market  Subaccount,
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 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
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  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 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 Subaccount 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  Subaccount'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 Subaccount Yields

We may 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 that the
Subaccount  generates  over a  specific  30-day  period.  Because  the  yield is
annualized,  the yield  generated  by a Subaccount  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:
    

                         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 Subaccount.
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 Subaccount'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  Subaccounts  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 Subaccount's actual yield.

Standard Subaccount Total Returns

We may advertise or disclose annual average total returns for one or more of the
Subaccounts for various periods of time. When a Subaccount 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  Subaccount  Unit Values that we calculate on
each  Valuation  Period.  We base  Sub-Account  Subaccount  Unit  Values  on the
performance of the Subaccount'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  Subaccounts.  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:
    

             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).


<PAGE>



   
                      Non-Standard Subaccount Total Returns
    

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 Subaccount  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.

   
Adjusted Historic Portfolio Performance

We may also disclose yield and total return for the Fund's portfolios, including
for periods  before the date that the Variable  Account  began  operations.  For
periods prior to the date the Variable Account  commenced  operations,  adjusted
historical  portfolio  performance  information  will be calculated based on the
performance of the underlying portfolios and the assumption that the subaccounts
were in existence for the same periods as those of the  underlying  Funds,  with
some or all of the  charges  equal  to  those  currently  assessed  against  the
subaccounts.
    


<PAGE>




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.

                                  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 and registration  statement have been so included in reliance on the
report of  PricewaterhouseCoopers  LLP,  independent  accountants,  given on the
authority   of   said   firm   as   experts   in   accounting    and   auditing.

The  statement of assets and  liability of the Variable  Account at December 31,
1998,  and the statements of operations and changes in net assets for the period
ended December 31, 1998,  included in this  Statement of Additional  Information
and registration  statement,  have been so included in reliance on the report of
Ernst & Young LLP, independent auditors,  given on the authority of said firm as
experts in accounting and auditing.

The statement of changes in net assets of the Variable Account for the year
ended December 31, 1997, included in this Statement of Additional Information
and registration statement, have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in accounting and auditing.
    

                              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.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission