GENERAL AMERICAN LIFE INSURANCE CO SEP ACCT ELEVEN
485BPOS, 1999-04-23
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<PAGE>

As filed with the Securities and Exchange Commission on 22 April 1999
                                           Registration No. 333-53673

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549


                   Post-Effective Amendment No. 2

                                 TO

                              FORM S-6
             FOR REGISTRATION UNDER THE SECURITIES ACT
              OF 1933 OF SECURITIES OF UNIT INVESTMENT
                  TRUSTS REGISTERED ON FORM N-8B-2

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                     (Exact Name of Registrant)

              GENERAL AMERICAN LIFE INSURANCE COMPANY
                         700 Market Street
                        St. Louis, MO  63101
    (Name and Address of principal executive office of depositor)

                    Matthew P. McCauley, Esquire
              General American Life Insurance Company
                         700 Market Street
                        St. Louis, MO  63101
         (Name and Address of Agent for Service of Process)





<PAGE>
<PAGE>

It is proposed that this filing will become effective (check appropriate
space)


[   ]   immediately upon filing pursuant to paragraph (b), of
        Rule 485

[ X ]   on 1 May 1999 pursuant to paragraph (b) of Rule 485

[   ]   60 days after filing pursuant to paragraph (a)(1) of
        Rule 485

[   ]   on 1 May 1999, pursuant to paragraph (a)(1) of Rule 485

[   ]   75 days after filing pursuant to paragraph (a)(2) of
        Rule 485

[   ]   on (date) pursuant to paragraph (a)(2) of Rule 485

[   ]   this post-effective amendment designates a new
        effective date for a previously filed post-effective
        amendment

                 DECLARATION PURSUANT TO RULE 24f-2

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, an
indefinite number or amount of securities has been registered under the
Securities Act of 1933.  The Registrant filed the 24f-2 Notice for the
fiscal year ended December 31, 1998 on 30 March 1999.






                              <PAGE>
<PAGE>
            RECONCILIATION AND TIE BETWEEN ITEMS
             IN FORM N-8B-2 AND THE PROSPECTUS


      Item No. of
      Form N-8B-2           Caption in Prospectus
      -----------           ---------------------

         1.       Cover Page
         2.       Cover Page
         3.       Not Applicable
         4.       Distribution of the Policies
         5.       The Company and the Separate Account
         6.       The Separate Account
         7.       Not Required
         8.       Not Required
         9.       Legal Proceedings
        10.       Summary; Policy Benefits; Policy Rights;
                  Charges and Deductions; General Matters;
                  Voting Rights
        11.       Summary; General American Capital
                  Company
                   American Century Variable
                   Portfolios/J.P. Morgan Series Trust
                   II/Variable Insurance Products
                   Fund/Variable Insurance Products Fund
                   II/VanEck Worldwide Insurance Trust
        12.       Summary; The Company and the Separate
                   Account
        13.       Summary; Charges and Deductions
        14.       Summary; Payment and Allocation of
                   Premiums
        15.       Payment and Allocation of Premiums
        16.       Payment and Allocation of Premiums
        17.       Summary; Policy Rights; Payment and
                   Allocation of Premiums; Charges and
                   Deductions
        18.       Payment and Allocation of Premiums
        19.       General Matters; Voting Rights
        20.       Not Applicable
        21.       Policy Rights; General Matters
        22.       Not Applicable
        23.       Safekeeping of the Separate Account's
                   Assets
        24.       General Matters
        25.       The Company and the Separate Account
        26.       Not Applicable



                             i

<PAGE>
<PAGE>


      Item No. of
      Form N-8B-2           Caption in Prospectus
      -----------           ---------------------

        27.       The Company and the Separate Account
        28.       Management of the Company
        29.       The Company and the Separate Account
        30.       Not Applicable
        31.       Not Applicable
        32.       Not Applicable
        33.       Not Applicable
        34.       Not Applicable
        35.       The Company and the Separate Account
        36.       Not Required
        37.       Not Applicable
        38.       Summary; Distribution of the Policies
        39.       Summary; Distribution of the Policies
        40.       Distribution of the Policies
        41.(a)    The Company and the Separate Account;
                   Distribution of the Policies
           (b)    Not required
           (c)    Not required
        42.       Not Applicable
        43.       Not Applicable
        44.       Payment and Allocation of Premiums
        45.       Not Applicable
        46.       Policy Rights
        47.       Payment and Allocation of Premiums
        48.       Not Applicable
        49.       Not Applicable
        50.       The Separate Account
        51.       Cover Page; Summary; Policy Benefits;
                   Policy Rights; Payment and Allocation
                   of Premiums
        52.       The Company and the Separate Account
        53.       Federal Tax Matters
        54.       Not Applicable
        55.       Not Applicable
        56.       Not Required
        57.       Not Required
        58.       Not Required
        59.       Not Required



                           - ii -

<PAGE>
<PAGE>

              FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR
                   VARIABLE LIFE INSURANCE POLICY
                             ISSUED BY
              GENERAL AMERICAN LIFE INSURANCE COMPANY
                         700 MARKET STREET
                        ST. LOUIS, MO 63101
                           (314) 231-1700

This Prospectus describes a flexible premium joint and last survivor
variable life insurance Policy ("the Policy") offered by General
American Life Insurance Company ("General American" or "the Company").
The Policy is designed to provide lifetime insurance protection and to
provide maximum flexibility to vary premium payments and change the
level of death benefits payable under the Policy.  This flexibility
allows you to provide for changing insurance needs under a single
insurance policy.  You also have  the opportunity to allocate Net
Premiums among several investment portfolios with different investment
objectives.

The Policy provides:
(1) a Cash Surrender Value that can be obtained by surrendering the
    Policy;
(2) Policy Loans; and
(3) a death benefit payable at the death of the Last Insured.  As long
    as a Policy remains in force before the younger Insured's Attained
    Age 100, the death benefit will be at least the current Face
    Amount of the Policy.  A Policy will remain in force as long as
    its Cash Surrender Value is sufficient to pay the monthly charges.

After the end of the "Right to Examine Policy" period, you may allocate
the Net Premiums to one or more of the Divisions of General American
Separate Account Eleven ("the Separate Account") or in certain contracts
to General American's General Account.

You will find a list of the Funds in the Separate Account, the fund
managers, and the investment objectives in the Summary on page 3.  Note
that investment results in the Separate Account are not guaranteed --
you may either make money or lose money.  Depending on investment
results, the policy could lapse or the death benefit could change.  The
Prospectus of each Fund contains a full description of the Fund,
including the investment policies, restrictions, risks, and charges.
You should receive a Prospectus for each Fund along with this Prospectus
for the Policy.

In most Policies you may also invest all or part of your Cash Value in
the General Account, which guarantees at least 4% interest.

It may not be advantageous to purchase a Policy as a replacement for
another type of life insurance or as a means to obtain additional
insurance protection if the purchaser already owns another flexible
premium joint and last survivor variable life insurance policy.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Please read this Prospectus carefully and retain it for future
reference. The date of this Prospectus is May 1, 1999.  The Policies
are not available in all states.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN
WHICH SUCH OFFERING MAY NOT BE LAWFULLY MADE.  NO DEALER, SALESMAN, OR
OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.

<PAGE>
<PAGE>

                        TABLE OF CONTENTS
                                                            Page

Summary                                                        1
Definitions                                                   12
The Company and the Separate Account                          13
   The Company
   The Separate Account
   General American Capital Company
   Russell Insurance Funds
   American Century Variable Portfolios
   J.P. Morgan Series Trust II
   Variable Insurance Products Fund
   Variable Insurance Products Fund II
   Van Eck Worldwide Insurance Trust
Addition, Deletion, or Substitution of Investments            17
Policy Benefits                                               18
   Death Benefit
   Cash Value
Policy Rights                                                 21
   Loans
   Surrender, Partial Withdrawals and Pro Rate Surrender
   Transfers
   Portfolio Rebalancing
   Dollar Cost Averaging
   Right to Examine Policy
   Death Benefit at Attained Age 100
Payment and Allocation of Premiums                            26
   Issuance of a Policy
   Premiums
   Allocation of Net Premiums and Cash Value
   Policy Lapse and Reinstatement
Charges and Deductions                                        28
   Premium Expense Charges
   Monthly Deduction
   Contingent Deferred Sales Charge
   Separate Account Charges
Dividends                                                     31
The General Account                                           31
General Matters                                               33
Distribution of the Policies                                  36
Federal Tax Matters                                           36
Unisex Requirements Under Montana Law                         39
Safekeeping of the Separate Account's Assets                  40
Voting Rights                                                 40
State Regulation of the Company                               40
Management of the Company                                     41
Legal Matters                                                 43
Legal Proceedings                                             44
Experts                                                       44
Additional Information                                        44
Financial Statements                                          44
Appendix A - Illustration of Death Benefits and Cash Values   45

<PAGE>
<PAGE>

                              SUMMARY

THROUGHOUT THIS SUMMARY, THE TERMS "YOU" AND "YOUR" REFER TO THE OWNER
OF THE POLICY.  THE OWNER MAY OR MAY NOT BE ONE OF THE PERSONS INSURED
UNDER THE POLICY.  THE TERMS "WE," "US," AND "OUR" REFER TO GENERAL
AMERICAN LIFE INSURANCE COMPANY.

THE INFORMATION IN THIS SECTION IS JUST A SUMMARY, WRITTEN IN "LAYMEN'S
TERMS" TO HELP YOU UNDERSTAND THE POLICY.  HOWEVER, BOTH YOUR POLICY AND
THIS PROSPECTUS ARE LEGAL DOCUMENTS.  IF YOU HAVE QUESTIONS ABOUT THEM,
YOU SHOULD CONTACT YOUR AGENT OR OTHER COMPETENT PROFESSIONAL ADVISERS.

IN PREPARING THIS SUMMARY, WE ASSUME THAT THE POLICY IS IN FORCE, AND
THAT YOU HAVE NOT BORROWED ANY OF THE CASH VALUE.

THE POLICY.  You are purchasing a life insurance policy.  Like many life
insurance policies, it has both a death benefit and a cash value.  The
death benefit is the amount of money that we will pay to the beneficiary
if both of the persons insured under the policy die while the policy is
in force.  The cash value is the amount of money accumulated in your
policy as an investment at any time.  The cash value consists of the
premiums you have paid, reduced by the expenses deducted for operation
of the policy, and either increased or decreased by investment results.

You have certain rights, including the right to borrow or withdraw money
from the policy's cash value and the right to select the funds in which
you will invest your premiums.

You have the right to review the policy and decide whether you want to
keep it.  If you decide not to keep the policy, you may return it to us
or to your agent during the "Right to Examine Policy Period."  This
period is sometimes referred to as the "Free Look Period."  It normally
ends on the latter of:
     1. twenty days after you receive the policy or
     2. forty-five days after you signed the application.
In some states the period may be longer.  Your agent can tell you if
this is the case.

During the "Right to Examine Policy Period" we will hold any premiums
you have paid in the money market fund.  If you return the policy before
the end of the free look period, we will cancel the policy and return
any premiums you have paid.  (For policies issued in Kansas, the rules
are different.  Your agent can provide you with the details.)  (See
Policy Rights - Right to Examine Policy.)

When the "Right to Examine Policy Period" ends, we will deduct any
charges due and transfer the rest of the money (your "net premium")
into the investment funds that you have selected.  We will continue to
transfer future net premiums into the investments that you select as
soon as we receive the premiums.

The policy is a "flexible premium" policy.  This means that you may,
within limits described below, make premium payments at any time and in
any amount you choose.  You do not have to make premium payments
according to a fixed schedule, although you may choose to do so.

There are limits on the amount that you may pay into the policy without
creating tax consequences.  If you make a premium payment that exceeds
the limit, we will notify you and offer to refund the excess paid.

We will deduct certain expenses from your cash value.  These expenses
are described below.  In addition, your cash value may increase or
decrease, depending on the investment experience of the funds you
select.  Because it is possible for your cash value to decrease, you may
have to pay additional premiums in order to keep the policy in force.

As long as there is enough money in your cash value to pay the monthly
charges, your death benefit will always be at least the face amount of
your policy, minus any amount that you have borrowed from the policy.
The face amount of your policy means the amount of insurance that you
have purchased.  It is shown on the specifications page of your policy.

We will notify you if your cash value is not enough to pay the monthly
charges.  If that happens, you will have 62 days to make a premium
payment big enough to bring your cash value up to the amount required to
pay the charges.  If you make the premium payment, the policy will stay
in force.  If you don't, the policy will lapse, or end with no value.
(See Payment and Allocation of Premiums - Policy Lapse and
Reinstatement.)

INVESTING YOUR CASH VALUE.  You may tell us to invest your cash value in
either the general account or the separate account, or you may split
your cash value between them.

THE GENERAL ACCOUNT.  The general account is an interest-bearing
account.  Money in the general account is guaranteed to earn at least 4%
interest, and it may earn more.  General American determines the current
interest rate from time to time, and we will notify you in advance of
any changes.  We have the right to limit the amount of money that you
may put into the general account.

                              1
<PAGE>
<PAGE>

THE SEPARATE ACCOUNT.  The separate account consists of divisions, which
represent different types of investments.  Each division may either make
money or lose money.  Therefore if you invest in a division of the
separate account, you may either make money or lose money, depending on
the investment experience of that division.  There is no guaranteed rate
of return in the separate account.

There are currently twenty-four divisions, or investment options,
available in the separate account.  These divisions represent investment
funds run by various investment companies.  The investment companies
hire advisers to operate or advise on the day-to-day operation of the
funds.

The following list shows the investment companies whose funds are
available under the policy, along with the managers or advisers and the
divisions that they oversee:


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
    INVESTMENT COMPANY                       INVESTMENT
                                           MANAGER/ADVISER
- ------------------------------------------------------------------------
<S>                                   <C>
General American                      Conning Asset
Capital Company                       Management Company
- ------------------------------------------------------------------------
Russell Insurance Funds               Frank Russell Investment
                                      Management Company
- ------------------------------------------------------------------------
American Century                      American Century
Variable Portfolios                   Investment Management, Inc.
- ------------------------------------------------------------------------
J.P. Morgan Series Trust II           J.P. Morgan Investment
                                      Management, Inc.
- ------------------------------------------------------------------------
Fidelity Investments                  Fidelity Management &
Variable Insurance                    Research Company
Products Fund
- ------------------------------------------------------------------------
Fidelity Investments                  Fidelity Management &
Variable Insurance                    Research Company
Products Fund II
- ------------------------------------------------------------------------
Van Eck Worldwide                     Van Eck Associates
Insurance Trust                       Corporation
- ------------------------------------------------------------------------
</TABLE>

These investment funds have different investment goals and strategies,
which we have summarized in the following table.  You should review the
prospectus of each fund, or seek professional guidance in determining
which fund(s) best meet your objectives.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        INVESTMENT              FUND                     INVESTMENT
        ----------              ----                     ----------
         MANAGER                NAME                        TYPE                              OBJECTIVE
         -------                ----                        ----                              ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                    <C>
          Conning            S&P 500 Index            Growth & Income      To achieve a rate of return that parallels the
     Asset Management            Fund                                      return of the stock market as a whole, as
         Company                                                           represented by the Standard and Poor's 500 Stock
                                                                           Index.
- ----------------------------------------------------------------------------------------------------------------------------
          Conning             Money Market              Money Market       To obtain the highest level of current income
     Asset Management            Fund                                      consistent with the preservation of capital and
          Company                                                          maintenance of liquidity.
- ----------------------------------------------------------------------------------------------------------------------------
          Conning           Bond Index Fund           Corporate Bonds      To provide a rate of return that reflects the
     Asset Management                                                      performance of the bond market as a whole, as
          Company                                                          measured by the Lehman Brothers Government/
                                                                           Corporate Bond Index.
- ----------------------------------------------------------------------------------------------------------------------------
          Conning          Asset Allocation              Balanced          To obtain a high rate of long-term return,
     Asset Management            Fund                                      composed of capital growth and income.
          Company
- ----------------------------------------------------------------------------------------------------------------------------

                                 2
<PAGE>
<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        INVESTMENT              FUND                INVESTMENT
        ----------              ----                ----------
         MANAGER                NAME                   TYPE                                   OBJECTIVE
         -------                ----                   ----                                   ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                    <C>
          Conning            Managed Equity               Growth           To obtain long-term capital growth through
     Asset Management            Fund                                      investment in common stocks.
          Company
- ----------------------------------------------------------------------------------------------------------------------------
          Conning         International Index             Growth           To obtain investment results that parallel the
     Asset Management            Fund               International Stock    price and yield performance of publicly-traded
          Company                                                          common stocks in the Morgan Stanley Capital
                                                                           International, Europe, Australia, and Far East
                                                                           Index ("EAFE Index").
- ----------------------------------------------------------------------------------------------------------------------------
          Conning           Mid-Cap Equity                Growth           To obtain long-term capital appreciation through
     Asset Management            Fund                                      investment primarily in common stocks of U.S.-
          Company                                                          based, publicly traded companies with medium
                                                                           market capitalization, defined as within the
                                                                           range of the S&P Mid-Cap 400 at the time of the
                                                                           Fund's investment.
- ----------------------------------------------------------------------------------------------------------------------------
          Conning          Small-Cap Equity          Aggressive Growth     To provide a high rate of return through
     Asset Management            Fund                                      investment in the common stock of small
          Company                                                          companies, making up, at one time, the smallest
                                                                           20% of of U.S.-based companies on the New York
                                                                           Stock Exchange.
- ----------------------------------------------------------------------------------------------------------------------------
   Fidelity Management &    Growth Portfolio              Growth           To seek capital appreciation, normally through
     Research Company                                                      purchases of common stocks, although its
                                                                           investments are not restricted to any one type
                                                                           of security.
- ----------------------------------------------------------------------------------------------------------------------------
   Fidelity Management &      Equity-Income           Growth & Income      To seek reasonable income by investing primarily
     Research Company            Portfolio                                 in income-producing equity securities.
- ----------------------------------------------------------------------------------------------------------------------------
   Fidelity Management &    Overseas Portfolio            Growth:          To seek long-term growth of capital primarily
     Research Company                               International Stock    through investment in foreign securities.
- ----------------------------------------------------------------------------------------------------------------------------
   Fidelity Management &      Asset Manager              Balanced          To seek a high total return with reduced risk
     Research Company            Portfolio                                 over the long-term by allocating its assets among
                                                                           domestic and foreign stocks, bonds, and short-
                                                                           term fixed income instruments.
- ----------------------------------------------------------------------------------------------------------------------------
   Fidelity Management &       High Income            High Yield Bond      To seek a high level of current income by
     Research Company           Portfolio                                  investing primarily in high yielding, lower-
                                                                           rated, fixed income securities, while also
                                                                           considering growth of capital.
- ----------------------------------------------------------------------------------------------------------------------------
    Van Eck Associates       Worldwide Hard          Aggressive Growth:    To seek long-term capital appreciation by
       Corporation            Assets Fund                Specialty         investing in equity and debt securities of
                                                                           companies engaged in the exploration, develop-
                                                                           ment, production, and distribution of gold and
                                                                           other natural resources such as strategic
                                                                           and other metals, minerals, forest products,
                                                                           oil, natural gas, and coal.
- ----------------------------------------------------------------------------------------------------------------------------
    Van Eck Associates          Worldwide            Aggressive Growth:    To obtain long-term capital appreciation by
       Corporation          Emerging Markets        International Stock    investing in equity securities in emerging
                                  Fund                                     markets around the world.  The Fund emphasizes
                                                                           primarily investment in countries that, compared
                                                                           to the world's major economies, exhibit
                                                                           relatively low gross national product per capita,
                                                                           as well as the potential for rapid economic
                                                                           growth.
- ----------------------------------------------------------------------------------------------------------------------------

                                 3
<PAGE>
<PAGE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
        INVESTMENT              FUND                     INVESTMENT
        ----------              ----                     ----------
         MANAGER                NAME                        TYPE                              OBJECTIVE
         -------                ----                        ----                              ---------
- ----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                       <C>                    <C>
      Frank Russell        Multi-Style Equity         Growth & Income      To obtain income and capital growth by investing
  Investment Management           Fund                                     principally in equity securities.
         Company
- ----------------------------------------------------------------------------------------------------------------------------
       Frank Russell        Aggressive Equity        Aggressive Growth     To provide capital appreciation by assuming a
  Investment Management           Fund                                     higher level of volatility than is ordinarily
         Company                                                           expected from the Multi-Style Equity Fund, by
                                                                           investing in equity securities.
- ----------------------------------------------------------------------------------------------------------------------------
      Frank Russell           Non-U.S. Fund               Growth:          To achieve favorable total return and additional
  Investment Management                             International Stocks   diversification for United States investors by
         Company                                         and Bonds         investing primarily in equity and debt securities
                                                                           of non-United States companies and non-United
                                                                           States governments.
- ----------------------------------------------------------------------------------------------------------------------------
      Frank Russell           Core Bond Fund          Growth & Income      To maximize total return through capital
  Investment Management                                                    appreciation income by assuming a level of
       Company                                                             volatility consistent with the broad fixed-income
                                                                           market, by and investing in fixed-income
                                                                           securities.
- ----------------------------------------------------------------------------------------------------------------------------
  J.P. Morgan Investment      Bond Portfolio          Growth & Income      To provide a high total return consistent with
     Management, Inc.                                                      moderate risk of capital and maintenance of
                                                                           liquidity.
- ----------------------------------------------------------------------------------------------------------------------------
  J.P. Morgan Investment      Small Company          Aggressive Growth     To provide high total return from a portfolio of
     Management, Inc.           Portfolio                                  equity securities of small companies.  The Fund
                                                                           invests at least 65% of the value of its total
                                                                           assets in the common stock of small U.S.
                                                                           companies primarily with market capitalizations
                                                                           less than $1 billion.
- ----------------------------------------------------------------------------------------------------------------------------
     American Century        Income & Growth          Growth & Income      To attain long-term growth of capital as well as
        Investment                 Fund                                    current income.  The Fund pursues a total return
     Management, Inc.                                                      and dividend yield that exceeds those of the S&P
                                                                           500 by investing in stocks of companies with
                                                                           strong dividend growth potential.
- ----------------------------------------------------------------------------------------------------------------------------
     American Century       International Fund       Aggressive Growth:    To obtain capital growth over time by investing
        Investment                                  International Stock    in common stocks of foreign companies considered
     Management, Inc.                                                      to have better-than-average prospects for
                                                                           appreciation. Because this Fund invests in
                                                                           foreign securities, a higher degree of short-term
                                                                           price volatility, or risk, is expected due to
                                                                           factors such as currency fluctuation and
                                                                           political instability.
- ----------------------------------------------------------------------------------------------------------------------------
     American Century          Value Fund                 Growth           To attain long-term capital growth, with income
        Investment                                                         as a secondary objective.  The Fund invests
      Management, Inc.                                                     primarily in equity securities of well-
                                                                           established companies that are believed by
                                                                           management to be undervalued at the time of
                                                                           purchase.
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

                              4




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<PAGE>


You may change the investments that you want to use for your future
premiums by notifying our Home Office.

You may transfer your cash value among the various investment funds, and
you may withdraw money, but there are certain rules.  We don't charge
you for the first twelve transfers or withdrawals in a policy year, but
we charge a $25 fee for each transfer or withdrawal after the first
twelve.  (A policy year is measured beginning on the anniversary of the
date that the policy was issued, and ending on the day before the next
anniversary.)

We have the right to change or eliminate transfers in the future, although
we don't currently intend to do so.

CHARGES AND DEDUCTIONS.  There are certain costs that we charge you for
issuing your policy and keeping it in force.  This section describes
those charges -- what they are and what they cover.

SALES CHARGE.  Each time you pay a premium, we deduct a portion to cover
expenses of the policy.  Part of this deduction covers sales charges.
We guarantee that this part of the deduction will never exceed the
following amounts:
*  in the first policy year, 15% of the amount you pay up to the
   target premium and 5% of the amount you pay above the target
   premium.  (The amount of the target premium varies by age and risk
   class, and is shown in your policy.)
*  in the 2nd through 10th Policy Years, 5% of the actual premium you
   pay;
*  in the 11th Policy Year and later, 2% of the actual premium you
   pay.

For policies issued in the state of Oregon we deduct an additional 2% of
actual premium paid in all policy years.

TAX CHARGE.  The Federal government and many states and territories
impose taxes or charges on insurance premiums.  We deduct from your
premium payment the amount required to pay these taxes and charges.  We
deduct 1.3% of each premium payment to pay the Federal charge.  The
amount we deduct to pay the state and territory charges varies by state.
It ranges from 0% to 4%, with an average of about 2.1%.

If the tax rates change, we may change the amount of the deduction to
cover the new charge.  (See Charges and Deductions - Premium Expense
Charges.)

If we are required by law to pay taxes based on the separate account, we
may charge an appropriate share to policies that invest in the separate
account.  (See Federal Tax Matters.)

SURRENDER CHARGE.  If you surrender your policy or let it lapse during
the first ten policy years, we will keep part of the cash value to help
us recover the costs of selling and issuing the policy.  This charge is
called a Contingent Deferred Sales Charge (CDSC) or, more simply, a
surrender charge.

The surrender charge is 45% of the target premium if you surrender the
policy or let it lapse during the first five policy years.  After that
the amount of the surrender charge goes down each month.  After the 10th
policy year there is no charge.

There is a table in your policy that shows the amount of the target
premium and the percentage of the surrender charge for each month.

If you withdraw money from your policy or if you surrender a portion of
your policy, we will charge a pro-rated portion of the surrender charge.

Of course, if you don't surrender all or part of your policy, or let it
lapse, or withdraw cash from it, then you will not pay a surrender
charge.

If you increase the face amount of your policy, the increase will have
its own surrender charge for the first 10 policy years following the
increase.

(See Policy Rights - Surrender, Partial Withdrawals, and Pro-Rata
Surrender; Policy Benefits - Death Benefit; and Charges and Deductions
- - Contingent Deferred Sales Charge.)

Under certain conditions, applied in a uniform and nondiscriminatory
manner, we may reduce the surrender charge. (See Adjustment of Charges.)

ADMINISTRATIVE FEE.  We charge a monthly fee to cover your policy's
administrative cost.  This charge is $25 each month for the first policy
year, and $6 each month after the first policy year.  We will deduct the
charge from your cash value each month.

SELECTION AND ISSUE EXPENSE CHARGE.  This charge allows us to recover
part of the commissions and other costs of issuing your policy.  We
determine the amount of the charge based on the size of your policy and
on the age, sex, and risk class of the persons insured under the policy.

The charge ranges from about 4 cents per $1,000 of Face Amount to about
65 cents per $1,000.  We deduct the charge from your cash value each
month for the first ten policy years.  If you increase the face

                              5
<PAGE>
<PAGE>

amount of your policy, there is a new charge associated with that
increase until it has been in effect for ten policy years.

COST OF INSURANCE.  Because this is a life insurance policy, it has a
death benefit.  We charge an insurance cost each month to cover the risk
that you will die and we will have to pay the death benefit.

The amount of this charge varies with the age, sex, risk class of the
persons insured under the polciy, and the amount of the death benefit at
risk -- if the risk of death or the amount of the death benefit is
greater, then the cost of insurance is also greater.  We deduct the cost
of insurance from your cash value each month.

We make another charge to cover mortality and expense risks under the
Policy.  We calculate this charge based on a percentage of the net
assets in each division of the separate account.  Rather than deducting
the charge from the cash value, we apply the charge by adjusting the net
rate of return in the separate account.  We guarantee that the charge
will not exceed the following amounts, shown on an annual percentage
basis:
     Policy years 1-10        .55% of net separate account assets
     Policy years 11-20       .45% of net separate account assets
     Policy years 21+         .35% of net separate account Assets
(See Charges and Deductions - Separate Account Charges.)

We pay the operating expenses of the separate account.  The investment
funds pay for their own operating expenses and investment fees.  For a
description of these charges, see Charges and Deductions--Separate
Account Charges.

The following chart shows the operating expenses of the funds as
reported for the fiscal year ending December 31, 1998:

<TABLE>
- ----------------------------------------------------------------------------------

                       ANNUAL FUND OPERATING EXPENSES <F1>
                      As a Percentage of Average Net Assets

- ----------------------------------------------------------------------------------
<CAPTION>
                                        INVESTMENT
              FUND                      ADVISORY /     OTHER EXPENSES    TOTAL
                                        MANAGEMENT
                                           FEE
- ----------------------------------------------------------------------------------
                        GENERAL AMERICAN CAPITAL COMPANY
- ----------------------------------------------------------------------------------
<S>                                       <C>               <C>          <C>
S&P 500 Index Fund                        .25%              .05%         .30%
- ----------------------------------------------------------------------------------
Money Market Fund                         .125%             .08%         .205%
- ----------------------------------------------------------------------------------
Bond Index Fund                           .25%              .05%         .30%
- ----------------------------------------------------------------------------------
Managed Equity Fund                       .40% <F2>         .10%         .50%
- ----------------------------------------------------------------------------------
Asset Allocation Fund                     .50%              .10%         .60%
- ----------------------------------------------------------------------------------
International Index Fund                  .50% <F3>         .30%         .80%
- ----------------------------------------------------------------------------------
Mid-Cap Equity Fund                       .55% <F4>         .10%         .65%
- ----------------------------------------------------------------------------------
Small-Cap Equity Fund                     .25%              .05%         .30%
- ----------------------------------------------------------------------------------
<CAPTION>
                          RUSSELL INSURANCE FUNDS
(Amounts shown are after fee waivers and expense reimbursements described below.)
- ----------------------------------------------------------------------------------
<S>                                       <C>              <C>          <C>
Multi-Style Equity Fund                   .09% <F5>         .83%         .92% <F5>
Aggressive Equity Fund                    .00% <F6>        1.25%        1.25% <F6>
Non-U.S. Fund                             .00% <F7>        1.30%        1.30% <F7>
Core Bond Fund                            .00% <F8>         .80%         .80% <F8>
- ----------------------------------------------------------------------------------
<CAPTION>
                      AMERICAN CENTURY VARIABLE PORTFOLIOS
- ----------------------------------------------------------------------------------
<S>                                      <C>               <C>          <C>
Income & Growth Fund                      .70%              .00%         .70%
International Fund                       1.50%              .00%        1.50%
Value Fund                               1.00%              .00%        1.00%
- ----------------------------------------------------------------------------------
<CAPTION>
                           J.P. MORGAN SERIES TRUST II
- ----------------------------------------------------------------------------------
<S>                                       <C>               <C>         <C>
Bond Portfolio                            .30%              .45%         .75%
Small Company Portfolio                   .60%              .55%        1.15%
- ----------------------------------------------------------------------------------
<CAPTION>
                        VARIABLE INSURANCE PRODUCTS FUND
- ----------------------------------------------------------------------------------
<S>                                       <C>               <C>          <C>
Equity-Income Portfolio                   .50%              .08%         .58%
Growth Portfolio                          .60%              .09%         .69%
- ----------------------------------------------------------------------------------
<PAGE>
- ----------------------------------------------------------------------------------
Overseas Portfolio                        .75%              .17%         .92%
High Income Portfolio                     .59%              .12%         .71%
- ----------------------------------------------------------------------------------
<CAPTION>
                        VARIABLE INSURANCE PRODUCTS FUND II
- ----------------------------------------------------------------------------------
<S>                                       <C>               <C>          <C>
Asset Manager                             .55%              .10%         .65%
- ----------------------------------------------------------------------------------
<CAPTION>
                         VAN ECK WORLDWIDE INSURANCE TRUST
- ----------------------------------------------------------------------------------
<S>                                      <C>                <C>         <C>
Worldwide Hard Assets Fund               1.00%              .00%        1.00%
Worldwide Emerging Markets Fund          1.50%              .00%        1.50%
- ----------------------------------------------------------------------------------

                              6

<PAGE>
<PAGE>
<FN>
<F1> The Fund expenses shown above are collected from the underlying
Fund, and are not direct charges against the Separate Account assets or
reductions from the Policy's Cash Value.  These underlying Fund Expenses
are taken into consideration in computing each Fund's net asset value,
which is used to calculate the unit values in the Separate Account.  The
management fees and other expenses are more fully described in the
prospectus of each individual Fund.  The information relating to the
Fund expenses was provided by the Fund and was not independently
verified by General American.  Except as otherwise specifically noted,
the management fees and other expenses are not currently subject to fee
waivers or expense reimbursements.

<F2> The fees charged by the Managed Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Fund.  The percentages decrease with respect to assets of the Fund
above certain amounts, as follows:  First $10 million, 0.40%; Next $20
million, 0.30%; Balance over $30 million, 0.25%.

<F3> The fees charged by the International Index Fund are stated as a
series of annual percentages of the average daily value of the net
assets of the Funds.  The percentages decrease with respect to assets of
the Fund above certain amounts, as follows:  First $10 million, 0.50%;
Next $20 million, 0.40%; Balance over $20 million, 0.30%.

<F4> The fees charged by the Mid-Cap Equity Fund are stated as a series
of annual percentages of the average daily value of the net assets of
the Funds.  The percentages decrease with respect to assets of the Fund
above certain amounts, as follows:  First $10 million, 0.55%; Next $10
million, 0.45%; Balance over $20 million, 0.40%.

<F5> The Manager has voluntarily agreed to waive a portion of its 0.78%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.92% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.92% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.78%, and total Fund expenses would have been 1.61% of average daily
net assets.

<F6> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.25% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.25% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.95%, other expenses would have been 1.27%, and total Fund expenses
would have been 2.22% of average daily net assets.

<F7> The Manager has voluntarily agreed to waive a portion of its 0.95%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 1.30% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 1.30% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders.  Absent the waiver, the management fee would have been
0.95%, other expenses would have been 2.70%, and total Fund expenses
would have been 3.65% of average daily net assets.

<F8> The Manager has voluntarily agreed to waive a portion of its 0.60%
management fee, up to the full amount of that fee, equal to the amount
by which the Fund's total operating expenses exceed 0.80% of the Fund's
average daily net assets on an annual basis, and to reimburse the Fund
for all remaining expenses after fee waivers which exceed 0.80% of
average daily net assets on an annual basis.  The management fee waivers
and reimbursements are intended to be in effect for 1999, but may be
revised or eliminated at any time thereafter without notice to
shareholders.
</TABLE>

                              7
<PAGE>
<PAGE>
Absent the waiver, the management fee would have been 0.60%, other
expenses would have been 1.70%, and total Fund expenses would have been
2.30% of average daily net assets.

PREMIUMS.  Within limits, you decide how much money you want to put into
the policy.  There is a minimum premium that you have to pay to put the
policy in force.  That amount is 1/12 of the "minimum initial annual
premium amount" shown on the specifications page of your policy.

After the policy is in force, you may pay any amount you want as long as
the cash value is always enough to cover the surrender charge and the
current month's expenses.  If you continue to pay at least 1/12 of the
minimum initial annual premium each month (or to prepay it), and if you
don't withdraw or borrow cash from the policy, we guarantee that the
policy will not lapse during the first five policy years, even if the
cash value is not enough to cover the charges.

If you have borrowed or withdrawn money from your cash value, you can
still keep your no-lapse guarantee in force for the first five years.
Here is how it works.  Each month, we look at the total amount of
premium that you have paid into the policy since it was issued.  We then
subtract the amount of money that you have withdrawn or borrowed.  If
the amount left is at least equal to 1/12 of the annual minimum premium,
multiplied by the number of months the policy has been in force, then
your no-lapse guarantee still applies.  If not, then we will notify you
that you have 62 days to make enough of a premium payment to restore the
no-lapse guarantee.  If you do not make the payment, your policy could
lapse, or end with no value.

If you have converted a General American term insurance policy to this
policy, and if the term policy includes conversion credits, you may
apply those credits to reduce your first-year minimum premium.

You can set up a schedule of payments, and we will send you reminders,
but you are not required to make the payments as long as the cash value
covers the surrender charge and the current month's expenses.  (See
Payment and Allocation of Premiums.)

DEATH BENEFIT.  If both of the person insured under the policy die while
the policy is in force, we will pay a death benefit to the beneficiary
following the second death.  You can select one of three death benefits
at the time the policy is issued:
* Option A: The death benefit is the greater of the face amount of
  the policy or an "applicable percentage" of the cash value.
* Option B: The death benefit is the greater of the face amount of
  the policy plus the cash value, or an "applicable percentage" of
  the cash value.
* Option C: The death benefit is the greater of the face amount of
  the policy, or the cash value multiplied by an attained age
  factor.

As long as the policy remains in force and the younger person insured is
less than 100 years old, the minimum death benefit under any death
benefit option will be at least the current face amount.

We will increase the death benefit by any dividends earned prior to the
death of the second person insured, and by the cost of insurance from
the date of the second death to the end of the month, and will reduce it
by any outstanding loans and interest.  We will pay the death benefit
according to the settlement options available at the time of death.
(See Policy Benefits - Death Benefit.)

The minimum face amount at issue is generally $100,000 under our current
rules.  Subject to certain restrictions, you may change the face amount
and the death benefit option.  In certain cases we may require evidence
that the person insured under the policy is still insurable.  (See
Change in Death Benefit Option, and Change In Face Amount.)

You may include additional insurance benefits with your policy.  These
are described under General Matters - Additional Insurance Benefits.  If
you elect any additional benefits, we will deduct the charges for those
benefits from your Cash Value.

CASH VALUE.  Your Policy has a cash value that is the total amount
credited to you in the separate account, the loan account, and the
general account.  The cash value increases by the amount of net premium
payments,  and decreases by partial withdrawals and expense charges for
the policy.  It may either increase or decrease based on the investment
experience of the separate account divisions that you have selected.
(See Policy Benefits - Cash Value.)

There is no minimum guaranteed cash value.

POLICY LOANS.  You may borrow against the cash value of your policy.
The loan value is the maximum amount that you may borrow.  The loan
value is:
     the cash value on the date we receive the loan request;

                              8
<PAGE>
<PAGE>
     plus interest on the loan balance to the next anniversary date,
      calculated at the guaranteed general account interest rate;
     minus interest on the new loan to the next policy anniversary;
     minus any loans and interest already outstanding;
     minus any surrender charges;
     minus monthly deductions to the next policy anniversary.

When you borrow against the policy, we will take the money from the
general account and the divisions of the separate account in proportion
to your balances in each account.

Loan interest is due at each policy anniversary  If you don't pay the
loan interest, we will add it to the amount of the loan.

You may repay all or part of the loan at any time.  When you make a loan
payment, we will put the money back into the general account or the
divisions of the separate account in the same percentages used them to
make the loan.

When we pay out the proceeds of your policy, either as a death benefit
or as a policy surrender, we will deduct any outstanding loans and
interest from the amount we pay.  (See Policy Rights - Loans.)

Loans taken from or secured by a policy may have Federal income tax
consequences.  (See Federal Tax Matters.)

SURRENDER, PARTIAL WITHDRAWALS, AND PRO-RATA SURRENDER.  You may
surrender the policy at any time while it is in force.  We will pay you
the cash surrender value, plus dividends (if any) earned prior to the
surrender.

After the first year you may request a partial withdrawal of your cash
surrender value.  Normally, withdrawing a portion of your cash surrender
value will reduce your death benefit by the amount of the withdrawal.
However, if you have included the Anniversary Partial Withdrawal Rider
on your policy, you may withdraw a portion of your cash surrender value
without reducing the death benefit.  Under this rider, there are limits
on how much you can withdraw, and the withdrawal must be at the policy
anniversary.  You can find more information about the rider under
General Matters - Additional Insurance Benefits.

You may also request a pro-rata surrender of the policy, which allows
you to surrender part of the policy and keep the rest in force.  You can
find more information under Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.

A surrender, partial withdrawal, or Pro-Rata Surrender may have Federal
income tax consequences.  We suggest that you discuss your situation
with a competent tax adviser before taking one of these steps.  (See
Federal Tax Matters.)

ILLUSTRATIONS OF DEATH BENEFITS AND CASH SURRENDER VALUES.  The death
benefit and cash surrender value of your policy will depend on how well
your investments perform.  In Appendix A we have illustrated some sample
policies.  Depending on the rate of return, the values may increase or
decrease.  In order to help you to understand the cost of the policy, we
also show how your premium would grow if you simply invested it at 5%
interest, compounded annually.

If you surrender your policy in the first few years, the cash surrender
value that you receive may be low compared to what you would have
accumulated by investing the premiums at interest.  In this case, the
insurance protection that you received while the policy was in force
will have been expensive.

We will provide you with an illustration showing projected future cash
values if you request it in writing.  We may charge a fee of up to $25
for preparing the illustration.

TAX CONSEQUENCES OF THE POLICY.  If your policy was issued in a standard
premium class, then we believe that it qualifies as a life insurance
contract for Federal income tax purposes.  However, if the policy was
issued on a substandard basis, it is not clear whether it will qualify
as a life insurance contract for tax purposes.  The IRS has provided
very limited guidance in this area.

Assuming that the policy does qualify as a life insurance contract for
Federal income tax purposes, then we believe that the cash value should
be subject to the same tax treatment as the cash value of a conventional
fixed-benefit contract.  This means that growth in the cash value will
not be taxed until you receive a distribution.

There are some actions that may trigger a tax.  If you transfer
ownership to someone else, or if you surrender the policy or withdraw
cash from it, you may have to pay a tax.  Similarly, if you let the
policy lapse while there is an outstanding loan, or if you exchange the
policy for another policy, you may owe a tax.  (See Federal Tax
Matters.)

If you pay too much in premium, your policy may become a "modified
endowment contract."  If that happens, then some pre-death distributions
of cash

                              9

<PAGE>
<PAGE>

will be taxable income.  If there is more cash value in the policy that
what you actually paid in premiums, you will taxed on the excess in the
year in which you receive a distribution.  You may withdraw the amount
that you paid into the policy without being taxed, but only after you
have received the excess as taxable income.  In addition, any taxable
distribution that you receive before age 59 1/2 will generally be
subject to an additional 10% tax.

On the other hand, if the policy is not a modified endowment contract,
then distributions are normally treated first as a return of your "cost
basis," or investment in the contract.  In this case, you may withdraw
up to the amount of the premiums you paid with no tax consequences.
After that, any additional distributions are treated as taxable income.
In addition, loans from the policy are not treated as distributions, so
they are not considered taxable income.  Finally, if you policy is not a
modified endowment contract, neither distributions or loans are subject
to the 10% additional tax  (See Federal Tax Matters.)

Please note that General American is neither a law firm nor a tax
adviser, so we cannot give you legal or tax advice.  If you have
specific legal or tax questions, we suggest that you consult a qualified
professional in these fields.

DIVIDENDS. We do not expect to pay dividends on this Policy.  (See
Dividends.)

                              * * *

This Prospectus describes only those aspects of the Policy that relate
to the Separate Account, except where General Account matters are
specifically mentioned.  For a brief summary of the aspects of the
Policy relating to the General Account, see The General Account.

                              10
<PAGE>
<PAGE>

                            DEFINITIONS

ATTAINED AGE - The Issue Age of an Insured plus the number of completed
Policy Years.

BENEFICIARY - The person(s) named in the application or by later
designation to receive Policy proceeds in the event of the Last
Insured's death.  A Beneficiary may be changed as set forth in the
Policy and this Prospectus.

CASH VALUE - The total amount that a Policy provides for investment at
any time.  It is equal to the total of the amounts credited to the Owner
in the Separate Account and the General Account, including the Loan
Account.

CASH SURRENDER VALUE - The Cash Value of a Policy on the date of
surrender, less any Indebtedness, and less any surrender charges.

DIVISION - A subaccount of the Separate Account.  Each Division invests
exclusively in the shares of a corresponding Fund of either General
American Capital Company, Russell Insurance Funds, American Century
Variable Portfolios, J.P. Morgan Series Trust II, Variable Insurance
Products Fund, Variable Insurance Products Fund II, or Van Eck Worldwide
Insurance Trust.

EFFECTIVE DATE - The date as of which insurance coverage begins under a
policy.

FACE AMOUNT - The minimum death benefit under the Policy so long as the
Policy remains in force.

FUND - A separate investment portfolio of General American Capital
Company, Russell Insurance Funds, American Century Variable Portfolios,
J.P. Morgan Series Trust II, Variable Insurance Products Fund, Variable
Insurance Products Fund II, or Van Eck Worldwide Insurance Trust.
Although sometimes referred to elsewhere as "portfolios," they are
referred to in this prospectus as "Funds," except where "Portfolio" is
part of their name.

GENERAL ACCOUNT -The assets of the Company other than those allocated to
the Separate Account or any other separate account.  The Loan Account is
part of the General Account.

HOME OFFICE - The service office of General American Life Insurance
Company, the mailing address of which is P.O. Box 14490, St. Louis,
Missouri 63178.

INDEBTEDNESS - The sum of all unpaid Policy Loans and accrued interest
on loans.

INSURED - The persons whose lives are insured under the Policy.

INVESTMENT START DATE - The date the initial premium is applied to the
General Account and/or the Divisions of the Separate Account.  This date
is the later of the Issue Date or the date the initial premium is
received at General American's Home Office.

ISSUE AGE - The age of each Insured at his or her nearest birthday as of
the date the Policy is issued.

ISSUE DATE - The date from which Policy Anniversaries, Policy Years, and
Policy Months are measured.

LAST INSURED - The Insured whose death succeeds the death of all other
Insureds under the Policy.

LOAN ACCOUNT - The account of the Company to which amounts securing
Policy Loans are allocated.  The Loan Account is part of General
American's General Account.

LOAN SUBACCOUNT - A Loan Subaccount exists for the General Account and
for each Division of the Separate Account.  Any Cash Value transferred
to the Loan Account will be allocated to the appropriate Loan Subaccount
to reflect the origin of the Cash Value.  At any point in time, the Loan
Account will equal the sum of all the Loan Subaccounts.

MONTHLY ANNIVERSARY - The same date in each succeeding month as the
Issue Date except that whenever the Monthly Anniversary falls on a date
other than a Valuation Date, the Monthly Anniversary will be deemed the
next Valuation Date.  If any Monthly Anniversary would be the 29th,
30th, or 31st day of a month that does not have that number of days,
then the Monthly Anniversary will be the last day of that month.

NET PREMIUM - The premium less the premium expense charges (consisting
of the sales charge and the premium tax charge).

OWNER - The Owner of a Policy, as designated in the application or as
subsequently changed.

POLICY - The flexible premium joint and last survivor variable life
insurance Policy offered by the Company and described in this
Prospectus.

POLICY ANNIVERSARY - The same date each year as the Issue Date.

                              11
<PAGE>
<PAGE>

POLICY MONTH - A month beginning on the Monthly Anniversary.

POLICY YEAR - A period beginning on a Policy Anniversary and ending on
the day immediately preceding the next Policy Anniversary.

PORTFOLIO - see Fund.

PRO-RATA SURRENDER - A requested reduction of both the Face Amount and
the Cash Value by a given percentage.

SEC - The United States Securities and Exchange Commission.

SEPARATE ACCOUNT - General American Separate Account Eleven, a separate
investment account established by the Company to receive and invest the
Net Premiums paid under the Policy, and certain other variable life
policies, and allocated by the Owner to provide variable benefits.

TARGET PREMIUM - A premium calculated when a Policy is issued, based on
the Insureds' joint age, sex (except in unisex policies) and risk class.
The target premium is used to calculate the first year's premium expense
charge, the contingent deferred sales charge, and agent compensation
under the Policy.  (See Charges and Deductions.)

VALUATION DATE - Each day that the New York Stock Exchange is open for
trading and the Company is open for business.  The Company is not open
for business the day after Thanksgiving.

VALUATION PERIOD - The period between two successive Valuation Dates,
commencing at 4:00 p.m. (Eastern Standard Time) on a Valuation Date and
ending 4:00 p.m. on the next succeeding Valuation Date.

                THE COMPANY AND THE SEPARATE ACCOUNT

                            THE COMPANY

General American Life Insurance Company ("General American" or "the
Company") was originally incorporated as a stock company in 1933.  In
1936, General American initiated a program to convert to a mutual life
insurance company.  In 1997, General American's policyholders approved a
reorganization of the Company into a mutual holding company structure
under which General American became a stock company wholly owned by
GenAmerica Corporation, an intermediate stock holding company.
GenAmerica is wholly owned by General American Mutual Holding Company, a
mutual holding company organized under Missouri law.  General American
Mutual Holding Company ("GAMHC") has announced that it is developing a
plan under which it would convert from a mutual company to a publicly-
held stock company. Conversion to a stock company, or "demutualization",
would be subject to policyholder and regulatory approval, as well as the
satisfaction of certain other conditions. Demutualization would not
affect General American's contractual obligations.  If, and when, GAMHC
adopts a conversion plan, information about the plan will be made
available to policyholders in accordance with applicable law and
regulations.

General American is principally engaged in writing individual and group
life insurance policies and annuity contracts.  As of December 31, 1998,
it had consolidated assets of approximately $29 billion.  It is admitted
to do business in 49 states, the District of Columbia, Puerto Rico, and
in ten Canadian provinces.  The principal offices of General American
are located at 700 Market Street, St. Louis, Missouri 63101.  The
mailing address of General American's service center ("the Home Office")
is P.O. Box 14490, St. Louis, Missouri 63178.

                        THE SEPARATE ACCOUNT

General American Life Insurance Company Separate Account Eleven ("the
Separate Account") was established by General American as a separate
investment account on January 24, 1985 under Missouri law.  The Separate
Account will receive and invest the Net Premiums paid under this Policy
and allocated to it.  In addition, the Separate Account currently
receives and invests Net Premiums for other classes of flexible premium
variable life insurance policies and might do so for additional classes
in the future.

The Separate Account has been registered with the SEC as a unit
investment trust under the Investment Company Act of 1940 ("the 1940
Act") and meets the definition of a "separate account" under Federal
securities laws.  Registration with the SEC does not involve supervision
of the management or investment practices or policies of the Separate
Account or General American by the SEC.

The Separate Account currently is divided into twenty-four Divisions.
Divisions invest in corresponding Funds from one of seven open-end,
diversified management investment companies: (1) General American
Capital Company, (2) Russell Insurance Funds, (3) American Century
Variable Portfolios, (4) J.P. Morgan Series Trust II, (5)

                              12

<PAGE>
<PAGE>

Variable Insurance Products Fund, (6) Variable Insurance Products Fund
II, and (7) Van Eck Worldwide Insurance Trust.  Income and both realized
and unrealized gains or losses from the assets of each Division of the
Separate Account are credited to or charged against that Division
without regard to income, gains, or losses from any other Division of
the Separate Account or arising out of any other business General
American may conduct.

Although the assets of the Separate Account are the property of General
American, the assets in the Separate Account equal to the reserves and
other liabilities of the Separate Account are not chargeable with
liabilities arising out of any other business which General American may
conduct.  The assets of the Separate Account are available to cover the
general liabilities of General American only to the extent that the
Separate Account's assets exceed its liabilities arising under the
Policies.  From time to time, the Company may transfer to its General
Account any assets of the Separate Account that exceed the reserves and
the Policy liabilities of the Separate Account (which will always be at
least equal to the aggregate Policy value allocated to the Separate
Account under the Policies).  Before making any such transfers, General
American will consider any possible adverse impact the transfer may have
on the Separate Account.

                  GENERAL AMERICAN CAPITAL COMPANY

General American Capital Company (" the Capital Company") is an open-
end, diversified management investment company which was incorporated in
Maryland on November 15, 1985, and commenced operations on October 1,
1987.  Only the Funds described in this section of the Prospectus are
currently available as investment choices for this Policy even though
additional Funds may be described in the prospectus for the Capital
Company.  Shares of Capital Company are currently offered to separate
accounts established by General American Life Insurance Company and
affiliates.  The Capital Company's investment adviser is Conning Asset
Management Company ("the Advisor"), an indirect, majority-owned
subsidiary of General American.  The adviser selects investments for the
Funds.

The investment objectives and policies of each Fund are summarized
below:

     S&P 500 INDEX FUND: The investment objective of this Fund is to
     provide investment results that parallel the price and yield
     performance of publicly-traded common stocks in the aggregate.
     The Fund uses the Standard & Poor's Composite Index of 500 Stocks
     ( "the S&P Index") as its standard for performance comparison.
     The Fund attempts to duplicate the performance of the S&P Index
     and includes dividend income as a component of the Fund's total
     return.  The Fund is not managed by Standard & Poor's.

     THE MONEY MARKET FUND: The investment objective of the Money
     Market Fund is to obtain the highest level of current income which
     is consistent with the preservation of capital and maintenance of
     liquidity.  The Fund invests primarily in high-quality, short-term
     money market instruments.  An investment in the Money Market Fund
     is neither insured nor guaranteed by the U.S. Government.

     BOND INDEX FUND: The investment objective of this Fund is to
     provide a rate of return that reflects the performance of the
     publicly-traded bond market as a whole.  The Fund uses the Lehman
     Brothers Government/Corporate Bond Index as its standard for
     performance comparison.

     MANAGED EQUITY FUND: The investment objective of this Fund is
     long-term growth of capital, obtained by investing primarily in
     common stocks.  Securing moderate current income is a secondary
     objective.

     ASSET ALLOCATION FUND: The investment objective of this Fund is a
     high rate of long-term total return composed of capital growth and
     income payments.  Preservation of capital is the secondary
     objective and chief limit on investment risk.  The Fund will
     invest only in those types of securities that the other Capital
     Company Funds may invest in.  The Asset Allocation Fund invests in
     a combination of common stocks, bonds, or money market instruments
     in accordance with guidelines established from time to time by
     Capital Company's Board of Directors.

     INTERNATIONAL INDEX FUND: The investment objective of this Fund is
     to obtain investment results that parallel the price and yield
     performance of publicly-traded common stocks in the Morgan Stanley
     Capital International ("MSCI") Europe, Australia and Far East
     Index ("EAFE").

     MID-CAP EQUITY FUND: The investment objective of this Fund is
     capital appreciation.  It pursues this objective by investing
     primarily in common stocks of United States-based, publicly traded
     companies with medium market capitalizations falling within the
     capitalization

                              13

<PAGE>
<PAGE>

     range of the S&P Mid-Cap 400 at the time of the Fund's investment.

     SMALL-CAP EQUITY FUND: The investment objective of this Fund is to
     provide a rate of return that corresponds to the performance of
     the common stock of small companies, while incurring a level of
     risk that is generally equal to the risks associated with small
     company common stock.  The Fund attempts to duplicate the
     performance of the smallest 20% of companies, based on
     capitalization size, that are based in the United States and
     listed on the New York Stock Exchange ("NYSE").

                      RUSSELL INSURANCE FUNDS

Russell Insurance Funds ("RIF") is organized as a Massachusetts business
trust under a Master Trust Agreement dated July 11, 1996.  RIF is
authorized to issue an unlimited number of shares evidencing beneficial
interests in different investment Funds, which interests may be offered
in one or more classes.  RIF is a diversified open end management
investment company, commonly known as a "mutual fund."  Frank Russell
Company, which is a consultant to RIF, has been primarily engaged since
1969 in providing asset management consulting services to large
corporate employee benefit funds.  Major components of its consulting
services are: (i) quantitative and qualitative research and evaluation
aimed at identifying the most appropriate investment management firms to
invest large pools of assets in accord with specific investment
objectives and styles; and (ii) the development of strategies for
investing assets using "multi-style, multi-manager diversification."
This is a method for investing large pools of assets by dividing the
assets into segments to be invested using different investment styles,
and selecting money managers for each segment based upon their expertise
in that style of investment.  General management of RIF is provided by
Frank Russell Investment Management Company, a wholly-owned subsidiary
of Frank Russell Company, which furnishes officers and staff required to
manage and administer RIF on a day-to-day basis.

The investment objectives and policies of each Fund are summarized
below:

     MULTI-STYLE EQUITY FUND: The investment objective of this Fund is
     to provide income and capital growth by investing principally in
     equity securities.

     AGGRESSIVE EQUITY FUND: This Fund seeks to provide capital
     appreciation by assuming a higher level of volatility than is
     ordinarily expected from the Multi-Style Equity Fund while still
     investing in equity securities.

     NON-U.S. FUND: This Fund's objective is to provide favorable total
     return and additional diversification for U.S. investors by
     investing primarily in equity and fixed-income securities of non-
     U.S. companies, and securities issued by non-U.S. governments.

     CORE BOND FUND: This Fund's objective is to maximize total return,
     through capital appreciation and income, by assuming a level of
     volatility consistent with the broad fixed-income market.  The
     Fund invests in fixed-income securities.

                AMERICAN CENTURY VARIABLE PORTFOLIOS

American Century Variable Portfolios, Inc., a part of American Century
Investments, was organized as a Maryland corporation on June 4, 1987.
It is a diversified, open-end management investment company.  Its
business and affairs are managed by its officers under the Direction of
its Board of Directors.  American Century Investment Management, Inc.
serves as the investment manager of the fund.

The investment objective and policies of the Funds are summarized below:

     INCOME & GROWTH FUND:  The investment objective of this Fund is to
     attain long-term growth of capital as well as current income.  The
     Fund pursues a total return and dividend yield that exceed those
     of the S&P 500 by investing in stocks of companies with strong
     dividend growth potential.  Dividends are paid monthly.

     INTERNATIONAL FUND:  This Fund seeks capital growth over time by
     investing in common stocks of foreign companies considered to have
     better-than-average prospects for appreciation.  Because the Fund
     invests in foreign securities, a higher degree of short-term price
     volatility, or risk, is expected due to factors such as currency
     fluctuation and political instability.

     VALUE FUND:  This Fund is a core equity fund that seeks long-term
     capital growth.  Income is a secondary objective.  To pursue its
     objectives, the fund invests primarily in equity securities of
     well-established companies that are believed by management to be
     undervalued at the time of purchase.  Please note that this is an
     equity investment and, by nature, may fluctuate in value.

                              14
<PAGE>
<PAGE>

                    J.P. MORGAN SERIES TRUST II

J.P. Morgan Series Trust II is an open-end diversified management
investment company organized as a Delaware Business Trust.  The Trust's
investment adviser is J.P. Morgan Investment Management, Inc., a
registered investment adviser and a wholly owned subsidiary of J.P.
Morgan & Co., Incorporated, a bank holding company organized under the
laws of Delaware.

The investment objective and policies of the Funds are summarized below:

     BOND PORTFOLIO:  This Fund seeks to provide a high total return
     consistent with moderate risk of capital and maintenance of
     liquidity.  The Fund is designed for investors who seek a total
     return over time that is higher than that generally available from
     a portfolio of short-term obligations while acknowledging the
     greater price fluctuation of longer-term instruments.

     SMALL COMPANY PORTFOLIO:  The investment objective of this Fund is
     to provide high total return from a portfolio of equity securities
     of small companies.  The Fund invests at least 65% of the value of
     its total assets in the common stock of small U.S. Companies
     primarily with market capitalizations less than $1 billion.  The
     Fund is designed for investors who are willing to assume the
     somewhat higher risk of investing in small companies in order to
     seek a higher return over time than might be expected from a
     portfolio of stocks of large companies.

                  VARIABLE INSURANCE PRODUCTS FUND

Variable Insurance Products Fund ("VIP") is an open-end, diversified
management investment company organized as a Massachusetts business
trust on November 13, 1981.  Only the Funds described in this section of
the Prospectus are currently available as investment choices for this
Policy even though additional Funds may be described in the prospectus
for VIP.  VIP shares are purchased by insurance companies to fund
benefits under variable insurance and annuity policies.  Fidelity
Management & Research Company ("FMR") of Boston, Massachusetts is the
Funds' Manager.

The investment objectives and policies of each Fund are summarized
below:

     EQUITY-INCOME PORTFOLIO: The investment objective of this Fund is
     income, obtained by investing primarily in income-producing equity
     securities.  In choosing these securities, FMR will also consider
     the potential for capital appreciation.  The Fund's goal is to
     achieve a yield which exceeds the composite yield on the
     securities comprising the Standard & Poor's Composite Index of 500
     Stocks.

     GROWTH PORTFOLIO: The investment objective of this Fund is capital
     appreciation.  The Fund normally purchases common stocks, although
     its investments are not restricted to any one type of security.
     Capital appreciation may also be obtained from other types of
     securities, including bonds and preferred stocks.

     OVERSEAS PORTFOLIO: The investment objective of this Fund is long-
     term growth of capital.  The Fund invests primarily in foreign
     securities.  The Overseas Portfolio provides a means for investors
     to diversify their own portfolios by participation in companies
     and economies outside of the United States.

     HIGH INCOME PORTFOLIO:  The investment objective of this Fund is a
     high level of current income.  The Fund seeks to fulfill the
     objective by investing primarily in high-yielding, lower-rated,
     fixed-income securities, while also considering growth of capital.
     Lower-rated securities, commonly referred to as "junk bonds,"
     involve greater risk of default or price change than securities
     assigned a higher quality rating.

                VARIABLE INSURANCE PRODUCTS FUND II

Variable Insurance Products Fund II ("VIP II") is an open-end,
diversified management investment company organized as a Massachusetts
business trust on March 21, 1988.  Only the Fund described in this
section of the Prospectus is currently available as an investment choice
for this Policy even though additional Funds may be described in the
prospectus for VIP II.  VIP II shares are purchased by insurance
companies to fund benefits under variable insurance and annuity
policies.  FMR is the Fund's manager.

The investment objective and policies of the Funds are summarized below:

     ASSET MANAGER:  The investment objective of this Fund is to seek a
     high total return with reduced risk over the long-term by
     allocating its assets among domestic and foreign stocks, bonds,
     and short-term fixed income instruments.

                 VAN ECK WORLDWIDE INSURANCE TRUST

Van Eck Worldwide Insurance Trust ("Van Eck") is an open-end management
investment company

                              15
<PAGE>
<PAGE>

organized as a Massachusetts business trust on January 7, 1987.  Only
the Funds described in this section of the Prospectus is currently
available as an investment choice for this Policy even though additional
Funds may be described in the prospectus for Van Eck.  Shares of Van Eck
are offered only to separate accounts of various insurance companies to
support benefits of variable insurance and annuity policies.  The assets
of Van Eck are managed by Van Eck Associates Corporation of New York,
New York.

The investment objectives and policies of the Fund are summarized below:

     WORLDWIDE HARD ASSETS FUND:  The investment objective of the Fund
     is to seek long-term capital appreciation by investing in equity
     and debt securities of companies engaged in the exploration,
     development, production, and distribution of one or more of the
     following:  (i) precious metals, (ii) ferrous and non-ferrous
     metals, (iii) oil and gas, (iv) forest products, (v) real estate,
     and (vi) other basic non-agricultural commodities (together, "Hard
     Assets").  Current income is not an objective.

     WORLDWIDE EMERGING MARKETS FUND:  The investment objective of this
     Fund is to obtain long-term capital appreciation by investing in
     equity securities in emerging markets around the world.  The Fund
     emphasizes primarily investment in countries that, compared to the
     world's major economies, exhibit relatively low gross national
     product per capita, as well as the potential for rapid economic
     growth.

THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE ITS STATED
OBJECTIVE.  It is conceivable that in the future it may be
disadvantageous for Funds to offer shares to separate accounts of
various insurance companies to serve as the investment medium for their
variable products or for both variable life and annuity separate
accounts to invest simultaneously in a Fund.  The Boards of Trustees of
RIF, VIP, VIP II, and Van Eck, the Boards of Directors of Capital
Company, American Century, and J.P. Morgan, the respective Advisors of
each Fund, and the Company and any other insurance companies
participating in the Funds are required to monitor events to identify
any material irreconcilable conflicts that may possibly arise, and to
determine what action, if any, should be taken in response to those
events or conflicts.  A more detailed description of the Funds, their
investment policies, restrictions, risks, and charges is in the
prospectuses for each Fund, which must accompany or precede this
Prospectus and which should be read carefully.

         ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

The Company reserves the right, subject to compliance with applicable
law, to make additions to, deletions from, or substitutions for the
shares that are held by the Separate Account or that the Separate
Account may purchase.  The Company reserves the right to eliminate the
shares of any of the Funds and to substitute shares of another Fund of
Capital Company, RIF, VIP, VIP II, Van Eck, American Century, J.P.
Morgan or of another registered open-end investment company if the
shares of a Fund are no longer available for investment or if in its
judgment further investment in any Fund becomes inappropriate in view of
the purposes of the Separate Account.  The Company will not substitute
any shares attributable to an Owner's interest in a Division of the
Separate Account without notice to the Owner and prior approval of the
SEC, to the extent required by the 1940 Act or other applicable law.
Nothing contained in this Prospectus shall prevent the Separate 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 made by Owners.

The Company also reserves the right to establish additional Divisions of
the Separate Account, each of which would invest in a new Fund with a
specified investment objective.  New Divisions may be established when,
in the sole discretion of the Company, marketing needs or investment
conditions warrant.  Any new Division will be made available to existing
Owners on a basis to be determined by the Company.  To the extent
approved by the SEC, the Company may also eliminate or combine one or
more Divisions, substitute one Division for another Division, or
transfer assets between Divisions if, in its sole discretion, marketing,
tax, or investment conditions warrant.

In the event of a substitution or change, the Company may, if it
considers it necessary, make such changes in the Policy by appropriate
endorsement and offer conversion options required by law, if any.  The
Company will notify all Owners of any such changes.

If deemed by the Company to be in the best interests of persons having
voting rights under the Policy, and to the extent any necessary SEC
approvals or Owner votes are obtained, the Separate Account may be: (a)
operated as a management company under the 1940 Act; (b) de-registered
under that Act in the event such registration is no longer required; or
(c) combined with other separate accounts of the Company.  To the extent
permitted by applicable law, the Company may also transfer the assets of
the Separate Account

                              16
<PAGE>
<PAGE>
associated with the Policy to another separate account.

                          POLICY BENEFITS

                           DEATH BENEFIT

As long as the Policy remains in force (See Payment and Allocation of
Premiums - Policy Lapse and Reinstatement), the Company will, upon
receipt at its Home Office of proof of the Last Insured's death, pay the
death benefit  in a lump sum.  The amount of the death benefit payable
will be determined at the end of the Valuation Period during which the
Last Insured's death occurred.  The death benefit will be paid to the
surviving Beneficiary or Beneficiaries specified in the application or
as subsequently changed.

The Policy provides three death benefit options:  "Death Benefit Option
A," "Death Benefit Option B," and "Death Benefit Option C."  The death
benefit under all options will never be less than the current Face
Amount of the Policy (less Indebtedness) as long as the Policy remains
in force.  (See Payment and Allocation of Premiums - Policy Lapse and
Reinstatement.)  The current minimum Face Amount is generally $100,000.

DEATH BENEFIT OPTION A.  Under Death Benefit Option A, the death benefit
until the younger Insured reaches Attained Age 100 is the current Face
Amount of the Policy or, if greater, the applicable percentage of Cash
Value on the date of death.  At the younger Insured's Attained Age 100
and above, the death benefit is 101% of the Cash Value.  The applicable
percentage is 250% for a younger Insured reaching Attained Age 40 or
below on the Policy Anniversary prior to the date of death.  For younger
Insureds with an a Attained Age over 40 on that Policy Anniversary, the
percentage is lower and declines with age as shown in the Applicable
Percentage of Cash Value Table shown below.  Accordingly, under Death
Benefit Option A the death benefit will remain level at the Face Amount
unless the applicable percentage of Cash Value exceeds the current Face
Amount, in which case the amount of the death benefit will vary as the
Cash Value varies.  (See Illustrations of Death Benefits and Cash
Values, Appendix A.)

DEATH BENEFIT OPTION B.  Under Death Benefit Option B, the death benefit
until the younger Insured reaches Attained Age 100 is equal to the
current Face Amount plus the Cash Value of the Policy on the date of
death or, if greater, the applicable percentage of the Cash Value on the
date of death.  At the younger Insured's Attained Age 100 and above, the
death benefit is 101% of the Cash Value.  The applicable percentage is
the same as under Death Benefit Option A: 250% for a younger Insured
Attained Age 40 or below on the Policy Anniversary prior to the date of
death, and for younger Insureds with an Attained Age over 40 on that
Policy Anniversary the percentage declines as shown in the Applicable
Percentage of Cash Value Table shown below.  Accordingly, under Death
Benefit Option B the amount of the death benefit will always vary as the
Cash Value varies (but will never be less than the Face Amount).  (See
Illustrations of Death Benefits and Cash Values, Appendix A.)

- ------------------------------------------------------------------------
               APPLICABLE PERCENTAGE OF CASH VALUE TABLE
               FOR YOUNGER INSUREDS LESS THAN AGE 100<F*>

- ------------------------------------------------------------------------
               Younger Insured     Policy Account Multiple
                 Person's Age             Percentage
- ------------------------------------------------------------------------
                  40 or under                250%
- ------------------------------------------------------------------------
                      45                     215%
- ------------------------------------------------------------------------
                      50                     185%
- ------------------------------------------------------------------------
                      55                     150%
- ------------------------------------------------------------------------
                      60                     130%
- ------------------------------------------------------------------------
                      65                     120%
- ------------------------------------------------------------------------
                      70                     115%
- ------------------------------------------------------------------------
                   78 to 90                  105%
- ------------------------------------------------------------------------
                   95 to 99                  101%
- ------------------------------------------------------------------------
[FN]
<F*>For ages that are not shown on this table, the applicable percentage
multiples will decrease by a ratable portion for each full year.

DEATH BENEFIT OPTION C.  Under Death Benefit Option C, the death benefit
is equal to the current Face Amount of the Policy or, if greater, the
Cash Value on the date of death multiplied by the "Attained Age factor"
for the younger Insured (a list of sample Attained Age factors is shown
in the Sample Attained Age Factor Table below).  At the younger
Insured's Attained Age 100 and above, the death benefit is 101% of the
Cash Value.  Accordingly, under Death Benefit Option C the death benefit
will remain level at the Face Amount unless the Cash Value multiplied by
the younger Insured's Attained Age factor exceeds the current Face
Amount, in which case the amount of the death benefit will vary as the
Cash Value varies.  (See Illustrations of Death Benefits and Cash
Values, Appendix A.)

                               17
<PAGE>
<PAGE>
- ------------------------------------------------------------------------
                        DEATH BENEFIT OPTION C
                   SAMPLE ATTAINED AGE FACTOR TABLE

                   BASED ON MALE AND FEMALE INSUREDS
               BOTH AGE 35 AT ISSUE, STANDARD SMOKER RATES

- ------------------------------------------------------------------------
                ATTAINED AGE            LIVES FACTOR
- ------------------------------------------------------------------------
                     35                   5.641840
- ------------------------------------------------------------------------
                     40                   4.640444
- ------------------------------------------------------------------------
                     45                   3.825569
- ------------------------------------------------------------------------
                     50                   3.166936
- ------------------------------------------------------------------------
                     55                   2.638797
- ------------------------------------------------------------------------
                     60                   2.220327
- ------------------------------------------------------------------------
                     65                   1.891312
- ------------------------------------------------------------------------
                     70                   1.640024
- ------------------------------------------------------------------------
                     75                   1.449651
- ------------------------------------------------------------------------
                     80                   1.314918
- ------------------------------------------------------------------------
                     85                   1.219345
- ------------------------------------------------------------------------
                     90                   1.152999
- ------------------------------------------------------------------------
                     95                   1.090450
- ------------------------------------------------------------------------
                    100+                  1.010000
- ------------------------------------------------------------------------

CHANGES IN DEATH BENEFIT OPTION.  If the Policy was issued with either
Death Benefit Option A or Death Benefit Option B, the death benefit
option may be changed.  A request for change must be made to the Company
in writing.  The effective date of such a change will be the Monthly
Anniversary on or following the date the Company receives the change
request.  A change in death benefit option may have Federal income tax
consequences.  (See Federal Tax Matters.)

A Death Benefit Option A Policy may be changed to have Death Benefit
Option B.  The Face Amount will be decreased to equal the death benefit
less the Cash Value on the effective date of change.  A Death Benefit
Option B Policy may be changed to have Death Benefit Option A.  The Face
Amount will be increased to equal the death benefit on the effective
date of change.  A Policy issued under Death Benefit Option C may not
change to either Death Benefit Option A or Death Benefit Option B for
the entire lifetime of the Contract.  Similarly, a Policy issued under
either Death Benefit Option A or B may not change to Death Benefit
Option C for the lifetime of the Policy.

Satisfactory evidence of insurability must be submitted to the Company
in connection with a request for a change from Death Benefit Option A to
Death Benefit Option B.  A change may not be made if it would result in
a Face Amount of less than the minimum Face Amount.

A change in death benefit option will not in itself result in an
immediate change in the amount of a Policy's death benefit or Cash
Value.  (See Monthly Deduction - Cost of Insurance.)

REDUCTION IN FACE AMOUNT.  Subject to certain limitations set forth
below, an Owner may decrease (but not increase) the Face Amount of a
Policy once each Policy Year, but not before the first Policy
Anniversary.  A written request is required for a reduction in the Face
Amount.  A reduction in Face Amount may affect the cost of insurance
rate and the net amount at risk, both of which affect an Owner's cost of
insurance charge.  (See Monthly Deduction - Cost of Insurance.)  A
reduction in the Face Amount of a Policy may have Federal income tax
consequences.  (See Federal Tax Matters.)

Any decrease in the Face Amount will become effective on the Monthly
Anniversary on or following receipt of the written request by the
Company.  The amount of the requested decrease must be at least $5,000
($2,000 for policies issued in qualified pension plans) and the Face
Amount remaining in force after any requested decrease may not be less
than minimum Face Amount.  If following a decrease in Face Amount, the
Policy would not comply with the maximum premium limitations required by
Federal tax law (see Payment and Allocation of Premiums), the decrease
may be limited or Cash Value may be returned to the Owner (at the
Owner's election), to the extent necessary to meet these requirements.
(See Monthly Deduction - Cost of Insurance; and Charges and Deductions -
Contingent Deferred Sales Charge.)
<PAGE>
PAYMENT OF THE DEATH BENEFIT.  The death benefit under the Policy will
ordinarily be paid in a lump sum within seven days after the Company
receives all documentation required for such a payment.  Payment may,
however, be postponed in certain circumstances.  (See General Matters -
Postponement of Payment from the Separate Account.)  The death benefit
will be increased by any unpaid dividends determined prior to the Last
Insured's death, and by the amount of the monthly cost of insurance for
the portion of the month from the date of death to the end of the month,
and reduced by any outstanding Indebtedness.  (See General Matters -
Additional Insurance Benefits, Dividends, and Charges and Deductions.)
The Company will pay interest on the death benefit from the date of the
Last Insured's death to the date of payment.  Interest will be at an
annual rate determined by the Company, but will never be less than the
guaranteed rate of 4%.  Provisions for settlement of proceeds other than
a lump sum payment may only be made upon written agreement with the
Company.

                               18

<PAGE>
<PAGE>

                             CASH VALUE

The Cash Value of the Policy is equal to the total of the amounts
credited to the Owner in the Separate Account, the Loan Account
(securing Policy Loans), and, in certain contracts, the General Account.
The Policy's Cash Value in the Separate Account will reflect the
investment performance of the chosen Divisions of the Separate Account
as measured by each Division's Net Investment Factor (defined below),
the frequency and amount of Net Premiums paid, transfers, partial
withdrawals, loans and the charges assessed in connection with the
Policy.  An Owner may at any time surrender the Policy and receive the
Policy's Cash Surrender Value.  (See Policy Rights - Surrender, Partial
Withdrawals, and Pro-Rata Surrender.)  The Policy's Cash Value in the
Separate Account equals the sum of the Policy's Cash Values in each
Division.  There is no guaranteed minimum Cash Value.

DETERMINATION OF CASH VALUE.  For each Division of the Separate Account,
the Cash Value is determined on each Valuation Date.  On the Investment
Start Date, the Cash Value in a Division will equal the portion of any
Net Premium allocated to the Division, reduced by the portion allocated
to that Division of the monthly deduction(s) due from the Issue Date
through the Investment Start Date.  (See Payment and Allocation of
Premiums.) Thereafter, on each Valuation Date, the Cash Value in a
Division of the Separate Account will equal:

     (1)  The Cash Value in the Division on the preceding Valuation
     Date, multiplied by the Division's Net Investment Factor (defined
     below) for the current Valuation Period; plus

     (2)  Any Net Premium payments received during the current
     Valuation Period which are allocated to the Division; plus

     (3)  Any loan repayments allocated to the Division during the
     current Valuation Period; plus

     (4)  Any amounts transferred to the Division from the General
     Account or from another Division during the current Valuation
     Period; plus

     (5)  That portion of the interest credited on outstanding loans
     which is allocated to the Division during the current Valuation
     Period; minus

     (6)  Any amounts transferred from the Division to the General
     Account, Loan Account, or to another Division during the current
     Valuation Period (including any transfer charges); minus

     (7)  Any partial withdrawals from the Division during the current
     Valuation Period; minus

     (8)  Any withdrawal due to a Pro-Rata Surrender from the Division
     during the current Valuation Period; minus

     (9)  Any withdrawal or surrender charges incurred during the
     current Valuation Period attributed to the Division in connection
     with a partial withdrawal or Pro-Rata Surrender; minus

     (10) If a Monthly Anniversary occurs during the current Valuation
     Period, the portion of the monthly deduction allocated to the
     Division during the current Valuation Period to cover the Policy
     Month which starts during that Valuation Period (See Charges and
     Deductions.); plus

     (11) If a Policy Anniversary occurs during the current Valuation
     Period, the portion of the dividend paid, if any, allocated to the
     Division.

NET INVESTMENT FACTOR:  The Net Investment Factor measures the
investment performance of a Division during a Valuation Period.  The Net
Investment Factor for each Division for a Valuation period is calculated
as follows:

     (1)  The value of the assets at the end of the preceding
     Valuation Period; plus

     (2)  The investment income and capital gains, realized or
     unrealized, credited to the assets in the Valuation Period for
     which the Net Investment Factor is being determined; minus

     (3)  The capital losses, realized or unrealized, charged against
     those assets during the Valuation Period; minus

     (4)  Any amount charged against each Division for taxes,
     including any tax or other economic burden resulting from the
     application of the tax laws determined by the Company to be
     properly attributable to the Divisions of the Separate Account, or
     any amount set aside during the Valuation Period as a reserve for
     taxes attributable to the operation or maintenance of each
     Division; minus

     (5)  A charge equal to a percentage of the average net assets for
     each day in the Valuation Period.  This charge, for mortality and
     expense risks, is determined by the length of time the

                               19
<PAGE>
<PAGE>

     policy has been in force.  It will not exceed the amounts shown in
     the following table:


          Policy        Percentage of       Effective
          Years        Avg. Net Assets     Annual Rate
          1-10            0.0015027           0.55%
          11-20           0.0012301           0.45%
          21+             0.0009572           0.35%;
          divided by


     (6)  The value of the assets at the end of the preceding
     Valuation Period.

                           POLICY RIGHTS
                               LOANS

LOAN PRIVILEGES.  The Owner may, by written request to General American,
borrow an amount up to the Loan Value of the Policy, with the Policy
serving as sole security for such loan.  A loan taken from, or secured
by, a Policy may have Federal income tax consequences.  (See Federal Tax
Matters.)

The Loan Value is the Cash Value of the Policy on the date the loan
request is received, less interest to the next loan interest due date,
less anticipated monthly deductions to the next loan interest due date,
less any existing loan, less any surrender charge, plus interest
expected to be earned on the loan balance to the next loan interest due
date.  Policy Loan interest is payable on each Policy Anniversary.

The minimum amount that may be borrowed is $500.  The loan may be
completely or partially repaid at any time while the Insured is living.
Any amount due to an Owner under a Policy Loan ordinarily will be paid
within seven days after General American receives the loan request at
its Home Office, although payments may be postponed under certain
circumstances.  (See General Matters-Postponement of Payments from the
Separate Account.)

When a Policy Loan is made, Cash Value equal to the amount of the loan
plus interest due will be transferred to the Loan Account as security
for the loan.  A Loan Subaccount exists within the Loan Account for the
General Account and each Division of the Separate Account.  Amounts
transferred to the Loan Account to secure Indebtedness are allocated to
the appropriate Loan Subaccount to reflect its origin.  Unless the Owner
requests a different allocation, amounts will be transferred from the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account, if any, bears to the Policy's total Cash Value, less the Cash
Value in the Loan Account, at the end of the Valuation Period during
which the request for a Policy Loan is received.  This will reduce the
Policy's Cash Value in the General Account and Separate Account.  These
transactions will not be considered transfers for purposes of the
limitations on transfers between Divisions or to or from the General
Account.

Cash Value in the Loan Account is expected to earn interest at a rate
("the earnings rate") which is lower than the rate charged on the Policy
Loan ("the borrowing rate").  Cash Value in the Loan Account will accrue
interest daily at an annual earnings rate of 4%.

Interest credited on the Cash Value held in the Loan Account will be
allocated on Policy Anniversaries to the General Account and the
Divisions of the Separate Account in the same proportion that the Cash
Value in each Loan Subaccount bears to the Cash Value in the Loan
Account.  The interest credited will also be transferred: (1) when a new
loan is made; (2) when a loan is partially or fully repaid; and (3) when
an amount is needed to meet a monthly deduction.

INTEREST CHARGED.  The borrowing rate we charge for Policy Loan interest
will be based on the following schedule:

                  FOR LOANS             ANNUAL
             OUTSTANDING DURING      INTEREST RATE
             Policy Years  1-10          4.50%
             Policy Years 11-20          4.25%
             Policy Years   21+          4.15%

General American will inform the Owner of the current borrowing rate
when a Policy Loan is requested.

Policy Loan interest is due and payable annually on each Policy
Anniversary.  If the Owner does not pay the interest when it is due, the
unpaid loan interest will be added to the outstanding Indebtedness as of
the due date and will be charged interest at the same rate as the rest
of the Indebtedness.  (See Effect of Policy Loans below.) The amount of
Policy Loan interest which is transferred to the Loan Account will be
deducted from the Divisions of the Separate Account and from the General
Account in the same proportion that the portion of the Cash Value in
each Division and in the General Account, respectively, bears to the
total Cash Value of the Policy minus the Cash Value in the Loan Account.
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EFFECT OF POLICY LOANS.  Whether or not a Policy Loan is repaid, it will
permanently affect the Cash Value of a Policy, and may permanently
affect the amount of the death benefit.  The collateral for the loan
(the amount held in the Loan Account) does not participate in the
performance of the Separate

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Account while the loan is outstanding.  If the Loan Account earnings
rate is less than the investment performance of the selected
Division(s), the Cash Value of the Policy will be lower as a result of
the Policy Loan.  Conversely, if the Loan Account earnings rate is
higher than the investment performance of the Division(s), the Cash
Value may be higher.

In addition, if the Indebtedness (See Definitions) exceeds the Cash
Value minus the surrender charge on any Monthly Anniversary, the Policy
will lapse, subject to a grace period.  (See Payment and Allocation of
Premiums - Policy Lapse and Reinstatement.)  A sufficient payment must
be made within the later of the grace period of 62 days from the Monthly
Anniversary immediately before the date Indebtedness exceeds the Cash
Value less any surrender charges, or 31 days after notice that a Policy
will terminate unless a sufficient payment has been mailed, or the
Policy will lapse and terminate without value.  A lapsed Policy,
however, may later be reinstated subject to certain limitations.  (See
Payment and Allocation of Premiums - Policy Lapse and Reinstatement.)

Any outstanding Indebtedness will be deducted from the proceeds payable
upon the death of the Last Insured or the surrender of the Policy.  Upon
a complete surrender or lapse of any Policy, if the amount received plus
the amount of outstanding Indebtedness exceeds the total investment in
the Policy, the excess will generally be treated as ordinary income
subject to tax.  (See Federal Tax Matters.)

REPAYMENT OF INDEBTEDNESS.  A Policy Loan may be repaid in whole or in
part at any time prior to the death of the Last Insured and as long as a
Policy is in force.  When a loan repayment is made, an amount securing
the Indebtedness in the Loan Account equal to the loan repayment will be
transferred to the Divisions of the Separate Account and the General
Account in the same proportion that the Cash Value in each Loan
Subaccount bears to Cash Value in the Loan Account.  Amounts paid while
a Policy Loan is outstanding will be treated as premiums unless the
Owner requests in writing that they be treated as repayment of
Indebtedness.

       SURRENDER, PARTIAL WITHDRAWALS AND PRO-RATA SURRENDER

At any time during the lifetime of the Last Insured and while a Policy
is in force, the Owner may surrender the Policy by sending a written
request to the Company.  After the first Policy Year, an Owner may make
a partial withdrawal by sending a written request to the Company.  The
amount available for surrender is the Cash Surrender Value at the end of
the Valuation Period during which the surrender request is received at
the Company's Home Office.  Amounts payable from the Separate Account
upon surrender, partial withdrawal, or a Pro-Rata Surrender will
ordinarily be paid within seven days of receipt of the written request.
(See General Matters - Postponement of Payments from the Separate
Account.)

SURRENDERS.  To effect a surrender, either the Policy itself must be
returned to the Company along with the request, or the request must be
accompanied by a completed affidavit of loss, which is available from
the Company.  Upon surrender, the Company will pay the Cash Surrender
Value plus any unpaid dividends determined prior to surrender (See
Dividends) to the Owner in a single sum.  The Cash Surrender Value
equals the Cash Value on the date of surrender, less any Indebtedness,
and less any surrender charge.  (See Charges and Deductions - Contingent
Deferred Sales Charge.)  The Company will determine the Cash Surrender
Value as of the date that an Owner's written request is received at the
Company's Home Office.  If the request is received on a Monthly
Anniversary, the monthly deduction otherwise deductible will be included
in the amount paid.  Coverage under a Policy will terminate as of the
date of surrender.  The Last Insured must be living at the time of a
surrender.  A surrender may have Federal income tax consequences.  (See
Federal Tax Matters.)

PARTIAL WITHDRAWALS.  After the first Policy Year, an Owner may make
partial withdrawals from the Policy's Cash Surrender Value.  There is no
transaction charge for the first twelve partial withdrawals or requested
transfers in a Policy Year.  General American will impose a charge of
$25 for each partial withdrawal or requested transfer in excess of
twelve in a Policy Year.  A partial withdrawal may have Federal income
tax consequences.  (See Federal Tax Matters.)

The minimum amount of a partial withdrawal request, net of any
applicable surrender charges, is the lesser of a) $500 from a Division
of the Separate Account, or b) the Policy's Cash Value in a Division.
(See Charges and Deductions - Contingent Deferred Sales Charge.) Partial
withdrawals made during a Policy Year may not exceed the following
limits.  The maximum amount that may be withdrawn from a Division of the
Separate Account is the Policy's Cash  Value net of any applicable
surrender charges in that Division.  The total partial withdrawals and
transfers from the General Account over the Policy Year may not exceed a
maximum amount equal to the greatest

                               21

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<PAGE>
of the following: (1) 25% of the Cash Surrender Value in the General
Account at the beginning of the Policy Year, multiplied by the
withdrawal percentage limit shown in the policy, or (2) the previous
Policy Year's maximum amount.

The Owner may allocate the amount withdrawn plus any applicable
surrender charge, subject to the above conditions, among the Divisions
of the Separate Account and the General Account.  If no allocation is
specified, then the partial withdrawal will be allocated among the
Divisions of the Separate Account and the General Account in the same
proportion that the Policy's Cash Value in each Division and the General
Account bears to the total Cash Value of the Policy, less the Cash Value
in the Loan Account, on the date the request for the partial withdrawal
is received.  If the limitations on withdrawals from the General Account
will not permit this proportionate allocation, the Owner will be
requested to provide an alternate allocation.  (See The General
Account.)

No amount may be withdrawn that would result in there being insufficient
Cash Value to meet any surrender charge that would be payable
immediately following the withdrawal upon the surrender of the remaining
Cash Value.

The death benefit will be affected by a partial withdrawal, unless Death
Benefit Option A or Option C is in effect and the withdrawal is made
under the terms of an anniversary partial withdrawal rider. (See General
Matters - Additional Insurance Benefits.)  If Death Benefit Option A or
Death Benefit Option C is in effect and the death benefit equals the
Face Amount, then a partial withdrawal will decrease the Face Amount by
an amount equal to the partial withdrawal plus the applicable surrender
charge resulting from that partial withdrawal.  If the death benefit is
based on a percentage of the Cash Value, then a partial withdrawal will
decrease the Face Amount by an amount by which the partial withdrawal
plus the applicable surrender charge exceeds the difference between the
death benefit and the Face Amount.  If Death Option B is in effect, the
Face Amount will not change.

The Face Amount remaining in force after a partial withdrawal may not be
less than the minimum Face Amount.  Any request for a partial withdrawal
that would reduce the Face Amount below this amount will not be
implemented.

Partial withdrawals may affect the way in which the cost of insurance
charge is calculated and the amount of pure insurance protection
afforded under a Policy.  (See Monthly Deduction - Cost of Insurance.)
The Company may change the minimum amount required for a partial
withdrawal or the number of times partial withdrawals may be made.

PRO-RATA SURRENDER.  After the first Policy Year, an Owner can make a
Pro-Rata Surrender of the Policy.  The Pro-Rata Surrender will reduce
the Face Amount and the Cash Value by a percentage chosen by the Owner.
This percentage must be any whole number.  A Pro-Rata Surrender may have
Federal income tax consequences.  (See Federal Tax Matters.) The
percentage will be applied to the Face Amount and the Cash Value on the
Monthly Anniversary on or following our receipt of the request.

The Owner may allocate the amount of decrease in Cash Value plus any
applicable surrender charge among the Divisions of the Separate Account
and the General Account.  (See Charges and Deductions - Contingent
Deferred Sales Charge.) If no allocation is specified, then the decrease
in Cash Value and any applicable surrender charge will be allocated
among the Divisions of the Separate Account and the General Account in
the same proportion that the Policy's Cash Value in each Division and
the General Account bears to the total Cash Value of the Policy, less
the Cash Value in the Loan Account, on the date the request for Pro-Rata
Surrender is received.

A Pro-Rata Surrender can not be processed if it will reduce the Face
Amount below the minimum Face Amount of the Policy.  No Pro-Rata
Surrender will be processed for more Cash Surrender Value than is
available on the date of the Pro-Rata Surrender.  A cash payment will be
made to the Owner for the amount of Cash Value reduction less any
applicable surrender charges.

Pro-Rata Surrenders may affect the way in which the cost of insurance
charge is calculated and the amount of the pure insurance protection
afforded under the Policy.  (See Monthly Deduction - Cost of
Insurance.)Pro-Rata Surrender

CHARGES ON SURRENDER, PARTIAL WITHDRAWALS AND PRO-RATA SURRENDER.  If a
Policy is surrendered within the first ten Policy Years, the Contingent
Deferred Sales Charge will apply.  (See Contingent Deferred Sales
Charge.)

A partial withdrawal or Pro-Rata Surrender may also result in a
Contingent Deferred Sales Charge.  The amount of the charge assessed is
a portion of the Contingent Deferred Sales Charge that would be deducted
upon surrender or lapse.  Charges are described in more detail under
Charges and Deductions - Contingent Deferred Sales Charge.

                               22
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<PAGE>

While partial withdrawals and Pro-Rata Surrenders are each methods of
reducing a Policy's Cash Value, a Pro-Rata Surrender differs from a
partial withdrawal in that a partial withdrawal does not typically have
a proportionate effect on a Policy's death benefit by reducing the
Policy's Face Amount, while a Pro-Rata Surrender does.  Assuming that a
Policy's death benefit is not a percentage of the Policy's Cash Value, a
Pro-Rata Surrender will reduce the Policy's death benefit in the same
proportion that the Policy's Cash Value is reduced, while a partial
withdrawal will reduce the death benefit by one dollar for each dollar
of Cash Value withdrawn.  Partial Withdrawals and Pro-Rata Surrenders
will also result in there being different cost of insurance charges
subsequently deducted.  (See Monthly Deduction - Cost of Insurance;
Surrender, Partial Withdrawals and Pro-Rata Surrender - Partial
Withdrawals; and Surrenders, Partial Withdrawals, and Pro-Rata
Surrenders-Pro-Rata Surrender.)

                             TRANSFERS

Under General American's current practices, a Policy's Cash Value,
except amounts credited to the Loan Account, may be transferred among
the Divisions of the Separate Account and for certain contracts, between
the General Account and the Divisions.  Transfers to and from the
General Account are subject to restrictions (See The General Account).
Requests for transfers from or among Divisions of the Separate Account
may be made in writing or by telephone.  Transfers from or among the
Divisions of the Separate Account must be in amounts of at least $500
or, if smaller, the Policy's Cash Value in a Division.  The first twelve
requested transfers or partial withdrawals per policy year will be
allowed free of charge.  Thereafter, the Company will impose a charge of
$25 for each requested transfer or partial withdrawal.  General American
ordinarily will make transfers and determine all values in connection
with transfers as of the end of the Valuation Period during which the
transfer request is received.

All requests received on the same Valuation Date will be considered a
single transfer request.  Each transfer must meet the minimum
requirement of $500 or the entire Cash Value in a Division, whichever is
smaller.  Where a single transfer request calls for more than one
transfer, and not all of the transfers would meet the minimum
requirements, General American will make those transfers that do meet
the requirements.  Transfers resulting from Policy Loans will not be
counted for purposes of the limitations on the amount or frequency of
transfers allowed in each Policy Month or Policy Year.

Although General American currently intends to continue to permit
transfers for the foreseeable future, the Policy provides that General
American may at any time revoke, modify, or limit the transfer
privilege, including the minimum amount transferable, the maximum
General Account allocation percent, and the frequency of such transfers.

                       PORTFOLIO REBALANCING

Over time, the funds in the General Account and the Divisions of the
Separate Account will accumulate at different rates as a result of
different investment returns.  The Owner may direct that from time to
time we automatically restore the balance of the Cash Value in the
General Account and in the Divisions of the Separate Account to the
percentages determined in advance.  There are two methods of rebalancing
available - periodic and variance.

PERIODIC REBALANCING. Under this option the Owner elects a frequency
(monthly, quarterly, semiannually or annually), measured from the Policy
Anniversary.  On each date elected, we will rebalance the funds by
generating transfers to reallocate the funds according to the investment
percentages elected.

VARIANCE REBALANCING.  Under this option the Owner elects a specific
allocation percentage for the General Account and each Division of the
Separate Account.  For each such account, the allocation percentage (if
not zero) must be a whole percentage and must not be less than five
percent (5%).  The Owner also elects a maximum variance percentage (5%,
10%, 15%, or 20% only), and can exclude specific funds from being
rebalanced.  On each Monthly Anniversary we will review the current fund
balances to determine whether any fund balance is outside of the
variance range (either above or below) as a percentage of the specified
allocation percentage for that fund.  If any fund is outside of the
variance range, we will generate transfers to rebalance all of the
specified funds back to the predetermined percentages.

Owners should consider that portfolio rebalancing entails the transfer
of Cash Value from better performing portfolios to lesser performing
portfolios.

Transfers resulting from portfolio rebalancing will not be counted
against the total number of transfers allowed in a Policy Year before a
charge is applied.

The Owner may elect either form of portfolio rebalancing by specifying
it on the policy application, or may elect it later for an in-force
Policy, or may cancel it, by submitting a change form acceptable to
General American under its administrative rules.

                               23

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<PAGE>

Only one form of portfolio rebalancing may be elected at any one time,
and portfolio rebalancing may not be used in conjunction with dollar
cost averaging (see below).

General American reserves the right to suspend portfolio rebalancing at
any time on any class of Policies on a nondiscriminatory basis, or to
charge an administrative fee for election changes in excess of a
specified number in a Policy Year in accordance with its administrative
rules.

DOLLAR COST AVERAGING
The Owner may direct the Company to transfer amounts on a monthly basis
from the Money Market Fund to any other Division of the Separate
Account.  This service is intended to allow the Owner to utilize "dollar
cost averaging" ("DCA"), a long-term investment technique which provides
for regular, level investments over time.  The Company makes no
guarantee that DCA will result in a profit or protect against loss.

The following rules and restrictions apply to DCA transfers:

     (1)  The minimum DCA transfer amount is $100.

     (2)  A written election of the DCA service, on a form provided by
     the Company, must be completed by the Owner and on file with the
     Company in order to begin DCA transfers.

     (3)  In the written election of the DCA service, the Owner
     indicates how DCA transfers are to be allocated among the
     Divisions of the Separate Account.  For any Division chosen to
     receive DCA transfers, the minimum percentage that may be
     allocated to a Division is 5% of the DCA transfer amount, and
     fractional percentages may not be used.

     (4)  DCA transfers can only be made from the Money Market Fund,
     and DCA transfers will not be allowed to the General Account.

     (5)  The DCA transfers will not count against the Policy's normal
     transfer restrictions.  (See Policy Rights-- Transfers.)

     (6)  The DCA transfer percentages may  differ from the allocation
     percentages the Owner specifies for the allocation of Net
     Premiums.  (See Payment and Allocation of Premiums -- Allocation
     of Net Premiums and Cash Values.)

     (7)  Once elected, DCA transfers from the Money Market Fund will
     be processed monthly until either the value in the Money Market
     Fund is completely depleted or the Owner instructs the Company in
     writing to cancel the DCA service.

     (8)  Transfers as a result of a Policy Loan or repayment, or in
     exercise of the conversion privilege, are not subject to the DCA
     rules and restrictions.  The DCA service terminates at the time
     the conversion privilege is exercised, when any outstanding amount
     in any Division of the Separate Account is immediately transferred
     to the General Account.  (See Policy Rights - Loans, and Policy
     Rights - Conversion Privilege.)

     (9)  DCA transfers will not be made until the Right to Examine
     Policy period has expired (See Policy Rights - Right to Examine
     Policy).

The Company reserves the right to assess a processing fee for the DCA
service.  The Company reserves the right to discontinue offering DCA
upon 30 days' written notice to Owners.  However, any such
discontinuation will not affect DCA services already commenced.  The
Company reserves the right to impose a minimum total Cash Value, less
outstanding Indebtedness, in order to qualify for DCA service.  Also,
the Company reserves the right to change the minimum necessary Cash
Value and the minimum required DCA transfer amount.

Transfers made under Dollar Cost Averaging do not count against the
total of twelve requested transfers or partial withdrawals allowed
without charge in a Policy Year.

                      RIGHT TO EXAMINE POLICY

The Owner may cancel a Policy within 20 days after receiving it (30 days
if the Owner is a resident of California and is age 60 or older) or
within 45 days after the application was signed, whichever is later.  If
a Policy is canceled within this time period, a refund will be paid.
Where required by state law, the refund will equal all premiums paid
under the Policy.  Where required by state law, General American will
refund an amount equal to the greater of premiums paid or (1) plus (2)
where (1) is the difference between the premiums paid, including any
policy fees or other charges, and the amounts allocated to the Separate
Account under the Policy and (2) is the value of the amounts allocated
to the Separate Account under the Policy on the date the returned Policy
is received by General American or its agent.

                               24
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<PAGE>

To cancel the Policy, the Owner should mail or deliver the Policy to
either General American or the agent who sold it.  A refund of premiums
paid by check may be delayed until the Owner's check has cleared the
bank upon which it was drawn.  (See General Matters - Postponement of
Payments from the Separate Account.)

                 DEATH BENEFIT AT ATTAINED AGE 100

If the Last Insured is living and the Policy is in force when the
younger Insured reaches Attained Age 100, the death benefit will be
equal to 101% of the Cash Value of the Policy unless the Lifetime
Coverage Rider is in effect.  (See Additional Insurance Benefits.)  At
that point, no further premium payments will be required or accepted,
and no further monthly deductions will be taken to cover the cost of
insurance.

                 PAYMENT AND ALLOCATION OF PREMIUMS

                        ISSUANCE OF A POLICY

Individuals wishing to purchase a Policy must complete an application
and submit it to an authorized registered agent of General American or
to General American's Home Office.  A Policy will generally be issued to
Insureds of Issue Ages 0 through 90 for regularly underwritten
contracts, and to Insureds of Issue Ages 20 through 70 for Policies
issued in qualified pension plans.  (Issue age requirements vary for
policies issued in Texas.)  General American may, in its sole
discretion, issue Policies to individuals falling outside of those Issue
Ages.  Acceptance of an application is subject to General American's
underwriting rules and General American reserves the right to reject an
application for any reason.

The Issue Date is determined by General American in accordance with its
standard underwriting procedures for variable life insurance policies.
The Issue Date is used to determine Policy Anniversaries, Policy Years,
and Policy Months.  Insurance coverages under a Policy will not take
effect until the Policy has been delivered and the initial premium has
been paid during the lifetimes of both Insureds and prior to any change
in health as shown in the application.

                              PREMIUMS

The initial premium is due on the Issue Date, and may be paid to an
authorized registered agent of General American or to General American
at its Home Office.  General American currently requires that the
initial premium for a Policy be at least equal to one-twelfth (1/12) of
the Minimum Premium for the Policy.  The Minimum Premium is the amount
specified for each Policy based on the requested initial Face Amount and
the charges under the Policy which vary according to the Issue Age, sex,
underwriting risk class, and smoker status of the Insured.  (See Charges
and Deductions.)  For policies issued as a result of a term conversion
from certain General American term policies, the Company requires the
Owner to pay an initial premium, which combined with conversion credits
given, if any, will equal one full "Minimum Premium" for the Policy.

Following the initial premium, subject to the limitations described
below, premiums may be paid in any amount and at any interval.  Premiums
after the first premium payment must be paid to General American at its
Home Office.  An Owner may establish a schedule of planned premiums
which will be billed by the Company at regular intervals.  Failure to
pay planned premiums, however, will not itself cause the Policy to
lapse.  (See Policy Lapse and Reinstatement.) Premium receipts will be
furnished upon request.

An Owner may make unscheduled premium payments at any time in any
amount, or skip planned premium payments, subject to the minimum and
maximum premium limitations described below.

If a Policy is in the intended Owner's possession but the initial
premium has not been paid, the Policy is not in force.  The intended
Owner is deemed to have the Policy for inspection only.

PREMIUM LIMITATIONS.  Every premium payment must be at least $10.  In no
event may the total of all premiums paid in any Policy Year exceed the
current maximum premium limitations for that Policy Year.  Maximum
premium limits for the Policy Year will be shown in an Owner's annual
report.

In general, for policies issued with Death Benefit Option A or Death
Benefit Option B, the maximum premium limit for a Policy Year is the
largest amount of premium that can be paid in that Policy Year such that
the sum of the premiums paid under the Policy will not at any time
exceed the guideline premium limitations needed to comply with the tax
definition of life insurance.  For policies issued with Death Benefit
Option C, the company reserves the right to impose other restrictions
upon the amount of premium that may be paid into the Policy.  If at any
time a premium is paid which would result in total premiums exceeding
the current maximum premium limitations, the Company will only accept
that portion of the premium which will make total premiums equal the
maximum.  Any part of the premium in excess of

                               25

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that amount will be returned or applied as otherwise agreed, and no
further premiums will be accepted until allowed under the current
maximum premium limitations.

In addition to the foregoing tax definitional limits on premiums, for
purposes of determining whether distributions (including loans) are a
return of income first, the Company monitors the Policy to detect
whether the "seven pay limit" has been exceeded.  If the seven pay limit
is exceeded, the Policy becomes a "Modified Endowment".  The Company has
adopted administrative steps designed to notify an Owner when it is
believed that a premium payment will cause a Policy to become a modified
endowment contract.  The Owner will be given a limited amount of time to
request that the premium be reversed in order to avoid the Policy's
being classified as a modified endowment contract.  (See Federal Tax
Matters.)

If the Company receives a premium payment which would cause the death
benefit to increase by an amount that exceeds the Net Premium portion of
the payment, then the Company reserves the right to (1) refuse that
premium payment, or (2) require additional evidence of insurability
before it accepts the premium.

             ALLOCATION OF NET PREMIUMS AND CASH VALUE

ALLOCATION OF NET PREMIUMS.  In the application for a Policy, the Owner
indicates how Net Premiums are to be allocated among the Divisions of
the Separate Account, to the General Account (if available), or both.
For each Division chosen, the minimum percentage that may be allocated
to a Division is 5% of the Net Premium, and fractional percentages may
not be used.  Certain other restrictions apply to allocations made to
the General Account (see General Account).  For policies issued with an
allowable percentage to the General Account of more than 5%, the minimum
percentage is 5%, and fractional percentages may not be used.

The allocation for future Net Premiums may be changed without charge at
any time by providing notice to the Company.  Any change in allocation
will take effect immediately upon receipt by the Company of written
notice.  No charge is imposed for changing the allocations of future
premiums.  The initial allocation will be shown on the application which
is attached to the Policy.  The Company may at any time modify the
maximum percentage of future Net Premiums that may be allocated to the
General Account.

During the period from the Issue Date to the end of the Right to Examine
Policy Period (See Policy Rights - Right to Examine Policy), Net
Premiums will automatically be allocated to the Division that invests in
the Money Market Fund of Capital Company.  When this period expires, the
Policy's Cash Value in that Division will be transferred to the
Divisions of the Separate Account and to the General Account (if
available) in accordance with the allocation requested in the
application for the Policy, or any allocation instructions received
subsequent to receipt of the application.  Net Premiums received after
the Right to Examine Policy Period will be allocated according to the
allocation instructions most recently received by the Company unless
otherwise instructed for that particular premium receipt.

The Policy's Cash Value may also be transferred between Divisions of the
Separate Account, and, if the General Account is available under the
Policy, between those Divisions and the General Account.  (See Policy
Rights - Transfers.)

The value of amounts allocated to Divisions of the Separate Account will
vary with the investment performance of the chosen Divisions and the
Owner bears the entire investment risk.  This will affect the Policy's
Cash Value, and may affect the death benefit as well.  Owners should
periodically review their allocations of Net Premiums and the Policy's
Cash Value in light of market conditions and their overall financial
planning requirements.

                   POLICY LAPSE AND REINSTATEMENT

LAPSE.  Unlike conventional whole life insurance policies, the failure
to make a premium payment following the initial premium will not itself
cause a Policy to lapse.  If, during the first five Policy Years, the
sum of all premiums paid on the Policy, reduced by any partial
withdrawals and any outstanding loan balance, is greater than or equal
to the sum of the No Lapse Monthly Premiums for the elapsed months since
the Issue Date, the Policy will not lapse as a result of the Cash Value
less any loans, loan interest due, and any surrender charge being
insufficient to pay the monthly deduction. Lapse will occur (except as
described above) when the Cash Surrender Value is insufficient to cover
the monthly deduction, and a grace period expires without a sufficient
payment being made.

The grace period, which is 62 days, begins on the Monthly Anniversary on
which the Cash Surrender Value becomes insufficient to meet the next
monthly deduction.  The Company will notify the Owner at the beginning
of the grace period by mail addressed to the last known address on file
with the Company.

                               26

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The notice to the Owner will indicate the amount of additional premium
that must be paid.  The amount of the premium required to keep the
Policy in force will be the amount to cover the outstanding monthly
deductions and premium expense charges.  (See Charges and Deductions -
Monthly Deduction.) If the Company does not receive the required amount
within the grace period, the Policy will lapse and terminate without
Cash Value.

If the Last Insured dies during the grace period, any overdue monthly
deductions will be deducted from the death benefit otherwise payable.

REINSTATEMENT.  The Owner may reinstate a lapsed Policy by written
application any time within five years after the date of lapse and
before the younger Insured's Attained Age 100.  Reinstatement is subject
to the following conditions:

     1.  Evidence of the insurability of the Insureds (or if one of the
     Insureds was deceased when the Policy lapsed, evidence of the
     insurability of the surviving Insured) satisfactory to the Company
     (including evidence of insurability of any person covered by a
     rider to reinstate the rider).

     2.  Payment of a premium that, after the deduction of premium
     expense charges, is large enough to cover: (a) the monthly
     deductions due at the time of lapse, and (b) two times the monthly
     deduction due at the time of reinstatement.

     3.  Payment or reinstatement of any Indebtedness.  Any
     Indebtedness reinstated will cause Cash Value of an equal amount
     also to be reinstated.  Any loan interest due and unpaid on the
     Policy Anniversary prior to reinstatement must be repaid at the
     time of reinstatement.  Any loan paid at the time of reinstatement
     will cause an increase in Cash Value equal to the amount to be
     reinstated.

The Policy cannot be reinstated if it has been surrendered.

The amount of Cash Value on the date of reinstatement will be equal to
the amount of any Policy Loan reinstated, increased by the Net Premiums
paid at reinstatement, any Policy Loan paid at the time of
reinstatement, and the amount of any surrender charge paid at the time
of lapse.

If both Insureds were alive on the date the Policy lapsed, then both
Insureds must be alive on the date the Company approves the application
for reinstatement.  If only one Insured was alive on the date the
Policy lapsed, then that Insured must be alive on the date the Company
approves the request for reinstatement.  If any Insured who was alive on
the date the Policy lapsed is not then alive when the Company approves
the request for reinstatement, such approval is void and of no effect.

The effective date of reinstatement will be the date the Company
approves the application for reinstatement.  There will be a full
monthly deduction for the Policy Month which includes that date.  (See
Charges and Deductions-Monthly Deduction.)

The surrender charge in effect at the time of reinstatement will equal
the surrender charge in effect at the time of lapse.

                      CHARGES AND DEDUCTIONS

Charges will be deducted in connection with the Policy to compensate the
Company for providing the insurance benefits set forth in the Policy and
any additional benefits added by rider, administering the Policies,
incurring expenses in distributing the Policies, and assuming certain
risks in connection with the Policy.

                     PREMIUM EXPENSE CHARGES

Prior to allocation of Net Premiums, premium payments will be reduced by
premium expense charges consisting of a sales charge and a charge for
premium taxes.  The premium payment less the premium expense charge
equals the Net Premium.

SALES CHARGE.  A sales charge will be deducted from each premium payment
to partially compensate the Company for expenses incurred in
distributing the Policy and any additional benefits provided by riders.
The Company currently intends to deduct a sales charge determined
according to the following schedule:

     Policy Year 1        15% of premium up to Target
                           5% of premium above Target
     Policy Years 2-10     5% of all premium paid
     Policy Years  11+     2% of all premium paid
For policies issued in the state of Oregon, the amounts shown above are
increased by 2%.  Consistent with the requirements of the Texas non-
forfeiture laws, the guaranteed sales charge varies for policies issued
in Texas.  As of the date of this prospectus, the current sales charge
for Texas policies is the same as shown above.

The expenses covered by the sales charge include agent sales
commissions, the cost of printing Prospectuses and sales literature, and
any advertising costs.  Where Policies are issued to Insureds with

                               27
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higher mortality risks or to Insureds who have selected additional
insurance benefits, a portion of the amount deducted for sales charge is
used to pay distribution expenses and other costs associated with these
additional coverages.  No increase in this sales charge will occur that
would result in an increase in the sales charge percentage deducted in
any previous Policy year.

A Contingent Deferred Sales Charge is also imposed under certain
circumstances for expenses incurred in distributing the Policies.  That
charge is discussed below.

To the extent that sales expenses are not recovered from the sales
charge and the surrender charge, those expenses may be recovered from
other sources, including the mortality and expense risk charge described
below.

PREMIUM TAXES.  Various states or other governing jurisdictions and
their subdivisions impose a tax on premiums received by insurance
companies.  Premium taxes vary by jurisdiction.  A deduction equal to
the amount of the actual premium tax (if any) is taken from each premium
payment for these taxes.  The deduction allows the Company to pass
through the amount of the taxes imposed on the policy by the state or
other governing jurisdiction and any subdivisions thereof.  State
premium taxes currently range from 0% to 3.5% (4% in Puerto Rico), with
an average of approximately 2.1%.

FEDERAL TAX CHARGE.  This charge is designed to pass through the
equivalent of the federal tax consequences applicable to the policy.
The charge is currently 1.3% of premium paid, and is guaranteed not to
increase except to the extent of any increases in the federal tax.

                        MONTHLY DEDUCTION

Charges will be deducted monthly from the Cash Value of each Policy
("the monthly deduction") to compensate the Company for (a) certain
administrative costs; (b) the cost of insurance; and (c) the cost of
optional benefits added by rider.  The monthly deduction will be taken
on the Investment Start Date and on each Monthly Anniversary.  It will
be allocated among the General Account and each Division of the Separate
Account in the same proportion that a Policy's Cash Value in the General
Account and the  Policy's Cash Value in each Division bear to the total
Cash Value of the Policy, less the Cash Value in the Loan Account, on
the date the deduction is taken.  Because portions of the monthly
deduction, such as the cost of insurance, can vary from month to month,
the monthly deduction itself can vary in amount from month to month.

SELECTION AND ISSUE EXPENSE CHARGE.  During the first ten Policy Years,
the Company generally assesses a monthly charge to cover the costs
associated with the underwriting and issue of the policy.  The monthly
charge per $1,000 of face amount ranges from approximately 4 cents to
one dollar, and varies by Issue Age, risk class, and (except on unisex
Policies) sex of the Insureds.  For policies issued in Texas, the
guaranteed selection and issue expenses are level for the life of the
policy to ensure compliance with the Texas non-forfeiture laws.  On a
current basis, as of the date of this prospectus, the charges stop after
ten Policy Years.

MONTHLY ADMINISTRATIVE CHARGE.  The Company has responsibility for the
administration of the Policies and the Separate Account.  Administrative
expenses include premium billing and collection, record keeping,
processing death benefit claims, cash surrenders, partial withdrawals,
Policy changes, and reporting and overhead costs, processing
applications, and establishing Policy records.  As reimbursement for
administrative expenses related to the maintenance of each Policy and
the Separate Account, the Company assesses a monthly administration
charge from each Policy.  This charge is generally $25 per month in the
first Policy Year, and $6 per month for all Policy Years thereafter, and
is guaranteed not to increase while the Policy is in force.

The Company may administer the Policy itself, or may purchase
administrative services from such sources (including affiliates) as may
be available.  Such services will be acquired on a basis which, in the
Company's sole discretion, affords the best services at the lowest cost.
The Company reserves the right to select a company to provide services
which the Company deems, in its sole discretion, is the best able to
perform such services in a satisfactory manner even though the costs for
such services may be higher than would prevail elsewhere.

COST OF INSURANCE.  The cost of insurance is deducted on each Monthly
Anniversary for the following Policy Month.  The cost of insurance is
determined in a manner that reflects the anticipated mortality of both
Insureds and the fact that the death benefit is not payable until the
death of the Last Insured.  Because the cost of insurance depends upon a
number of variables, the cost will vary for each Policy Month. The
Company will determine the cost of insurance charge by multiplying the
applicable cost of insurance rate or rates by the net amount at risk
(defined below) for each Policy Month.

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The cost of insurance rates are determined at the beginning of each
Policy Year.  The rates will be based on the Attained Age, duration,
rate class, and (except for unisex Policies) sex of the Insureds at
issue.  (See Unisex Requirements Under Montana Law.)  The cost of
insurance rates generally increase as the Insureds' Attained Age
increases.

The rate class of an Insured also will affect the cost of insurance
rate.  For the initial Face Amount, the Company will use the rate class
on the Issue Date.  If the death benefit equals a percentage of Cash
Value, an increase in Cash Value will cause an automatic increase in the
death benefit.  The rate class for such increase will be the same as
that used for the initial Face Amount.

The Company currently places Insureds into a preferred rate class, a
standard rate class, or into rate classes involving a higher mortality
risk.

Actual cost of insurance rates may change, and the actual monthly cost
of insurance rates will be determined by the Company based on its
expectations as to future mortality experience.  However, the actual
cost of insurance rates will not be greater than the guaranteed cost of
insurance rates set forth in the Policy.  For Policies which are not in
a substandard risk class, the guaranteed cost of insurance rates are
equal to 100% of the rates set forth in the male/female smoker/non-
smoker 1980 CSO Mortality Tables (1980 CSO Tables NA and SA and 1980 CSO
Tables NG and SG for sex distinct Policies and Policies issued in
qualified pension plans; and 1980 CSO Tables NA and SA for unisex
policies issued in compliance with Montana law.  All Policies are based
on the age nearest birthday.  Higher rates apply if either Insured is
determined to be in a substandard risk class.

In two otherwise identical Policies, an Insured in the preferred rate
class will have a lower cost of insurance than an Insured in a rate
class involving higher mortality risk.  Each rate class is also divided
into two categories: smokers and nonsmokers.  Nonsmoker Insureds will
generally incur a lower cost of insurance than similarly situated
Insureds who smoke.  (Insureds under Attained Age 20 are automatically
assigned to the non-smoker rate class.)

The net amount at risk for a Policy Month is (a) the death benefit at
the beginning of the Policy Month divided by 1.0032737 (which reduces
the net amount at risk, solely for purposes of computing the cost of
insurance, by taking into account assumed monthly earnings at an annual
rate of 4%), less (b) the Cash Value at the beginning of the Policy
Month.  In calculating the cost of insurance charges, the cost of
insurance rate for a Face Amount is applied to the net amount at risk
for that Face Amount.

ADDITIONAL INSURANCE BENEFITS.  The monthly deduction will include
charges for any additional benefits provided by rider.  (See General
Matters - Additional Insurance Benefits.)

            CONTINGENT DEFERRED SALES CHARGE ("CDSC")

For a period of up to ten years after the Issue Date, the Company will
impose a CDSC upon surrender or lapse of the Policy, upon a partial
withdrawal, or upon a Pro-Rata Surrender.  The amount of the charge
assessed will depend upon a number of factors, including the type of
event (a full surrender, lapse, or partial withdrawal), the amount of
any premium payments made under the Policy prior to the event, and the
number of Policy Years having elapsed since the Policy was issued.

The Contingent Deferred Sales Charge compensates the Company for
expenses relating to the distribution of the Policy, including agents'
commissions, advertising, and the printing of the Prospectus and sales
literature.

Calculation of Charge.  If a Policy is surrendered, the charge will not
exceed the Contingent Deferred Sales Charge Percentage multiplied by the
annual Target Premium attributable to the base policy.

The Contingent Deferred Sales Charge Percentage is shown in the
following table.

                 CONTINGENT DEFERRED SALES CHARGE
                         PERCENTAGE TABLE

        IF SURRENDER OR LAPSE         THE PERCENTAGE OF THE
       OCCURS IN THE LAST MONTH           ANNUAL TARGET
           OF POLICY YEAR:             PREMIUM PAYABLE IS:
             1 through 5                       45%
                  6                            40%
                  7                            30%
                  8                            20%
                  9                            10%
            10 and later                        0%


<PAGE>
In addition, the percentages are reduced equally for each Policy Month
during the years shown.  For example, during the seventh year, the
percentage is reduced equally each month from 40% at the end of the
sixth Year to 30% at the end of the seventh Year.  This table may be
modified if required by law or regulation of the governing jurisdiction.

CHARGE ASSESSED UPON PARTIAL WITHDRAWALS OR PRO-RATA SURRENDER.  The
amount of the Contingent

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Deferred Sales Charge deducted upon a partial withdrawal or Pro-Rata
Surrender will equal a fraction of the charge that would be deducted if
the Policy were surrendered at that time.  The fraction will be
determined by dividing the amount of the withdrawal of cash by the Cash
Value before the withdrawal and multiplying the result by the charge.
Immediately after a withdrawal, the Policy's remaining surrender charge
will equal the amount of the surrender charge immediately before the
withdrawal less the amount deducted in connection with the withdrawal.

Transaction Charges.  There are no transaction charges for processing
the first twelve transfers or partial withdrawals in a policy year.
There is a charge of $25 for each transfer or partial withdrawal in
excess of twelve.

ADJUSTMENT OF CHARGES.  The Policy is available for purchase by
individuals, corporations, and other institutions.  For certain
individuals and certain corporate or other group or sponsored
arrangements purchasing one or more Policies, General American may waive
or adjust the amount of the Sales Charge, Contingent Deferred Sales
Charge, monthly administrative charge, or other charges where the
expenses associated with the sale of the Policy or Policies or the
underwriting or other administrative costs associated with the Policy or
Policies warrant an adjustment.

Sales, underwriting, or other administrative expenses may be reduced for
reasons such as expected economies resulting from a corporate purchase
or a group or sponsored arrangement; from the amount of the initial
premium payment or payments; or from the amount of projected premium
payments.  General American will determine in its discretion if, and in
what amount, an adjustment is appropriate.  The Company may modify its
criteria for qualification for adjustment of charges as experience is
gained, subject to the limitation that such adjustments will not be
unfairly discriminatory against the interests of any Owner.

                     SEPARATE ACCOUNT CHARGES

MORTALITY AND EXPENSE RISK CHARGE.  General American will deduct a daily
charge from the Separate Account.  The amount of the deduction is
determined as a percentage of the average net assets of each Division of
the Separate Account.  The daily deduction percentages, and the
equivalent effective annual rate, are:


   POLICY YEARS            DAILY CHARGE               ANNUAL
                              FACTOR                EQUIVALENT
       1-10                 .0015027%                 0.55%
      11-20                 .0012301%                 0.45%
       21+                  .0009572%                 0.35%

This deduction is guaranteed not to increase while the Policy is in
force.  General American may realize a profit from this charge.

The mortality risk assumed by General American is that Insureds may die
sooner than anticipated and that therefore General American will pay an
aggregate amount of death benefits greater than anticipated.  The
expense risk assumed is that expenses incurred in issuing and
administering the Policy will exceed the amounts realized from the
administrative charges assessed against the Policy.

FUND EXPENSES.  The value of the net assets of the Separate Account will
reflect the investment advisory fee and other expenses incurred by the
underlying investment companies.  A summary of the annual Fund operating
expenses in provided on page 13 of this prospectus. See the prospectuses
for the respective Funds for a description of investment advisory fees
and other expenses.

TAXES.  No charges are currently made to the Separate Account for
Federal, state, or local taxes that the Company incurs which may be
attributable to such Separate Account or to the Policy.  The Company may
make such a charge for any such taxes or economic burden resulting from
the application of the tax laws that it determines to be properly
attributable to the Separate Account or to the Policy.  (See Federal Tax
Matters.)

                            DIVIDENDS

The Policy is issued both as a participating Policy, which provides the
Owner an ownership interest in General American Mutual Holding Company,
the parent company of General American Life Insurance Company and as a
non-participating Policy, which provides no ownership interest in
General American Mutual Holding Company or General American Life
Insurance Company.  However, we do not anticipate that the Policy will
share in the divisible surplus of the Company in the form of a dividend.

                       THE GENERAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities Act of
1933 and the General Account has not been registered as an investment
company under the 1940 Act.  Accordingly, neither the General Account
nor any interests therein are subject to the provisions of these

                               30

<PAGE>
<PAGE>

Acts and, as a result, the staff of the SEC has not reviewed the
disclosure in this Prospectus relating to the General Account.  The
disclosure regarding the General Account may, however, be subject to
certain generally applicable provisions of the Federal securities laws
relating to the accuracy and completeness of statements made in
prospectuses.

                       GENERAL DESCRIPTION

The General Account consists of all assets owned by General American
other than those in the Separate Account and other separate accounts.
Subject to applicable law, General American has sole discretion over the
investment of the assets of the General Account.

At issue, General American will determine the maximum percentage of the
non-borrowed Cash Value that may be allocated, either initially or by
transfer, to the General Account.  The ability to allocate Net Premiums
or to transfer Cash Value to the General Account may not be made
available, in the Company's discretion, under certain Policies.
Further, the option may be limited with respect to some Policies.  The
Company may, from time to time, adjust the extent  to which premiums or
Cash Value may be allocated to the General Account (the "maximum
allocation percentage").  Such adjustments may not be uniform as to all
Policies.  General American may at any time modify the General Account
maximum allocation percent.  Subject to this maximum, an Owner may elect
to allocate Net Premiums to the General Account, the Separate Account,
or both.  Subject to this maximum, the Owner may also transfer Cash
Value from the Divisions of the Separate Account to the General Account,
or from the General Account to the Divisions of the Separate Account.
The allocation of Net Premiums or the transfer of Cash Value to the
General Account does not entitle an Owner to share in the investment
experience of the General Account.  Instead, General American guarantees
that Cash Value allocated to the General Account will accrue interest at
a rate of at least 4%, compounded annually, independent of the actual
investment experience of the General Account.

The Loan Account is part of the General Account.

                            THE POLICY

This Prospectus describes a flexible premium joint and last survivor
variable life insurance policy.  This Prospectus is generally intended
to serve as a disclosure document only for the aspects of the Policy
relating to the Separate Account.  For complete details regarding the
General Account, see the Policy itself.

                     GENERAL ACCOUNT BENEFITS

If the Owner allocates all Net Premiums only to the General Account and
makes no transfers, partial withdrawals, Pro-Rata Surrenders, or Policy
Loans, the entire investment risk will be borne by General American, and
General American guarantees that it will pay at least a minimum
specified death benefit.  The Owner may select Death Benefit Option A, B
or C under the Policy and may change the Policy's Face Amount subject to
satisfactory evidence of insurability.

                    GENERAL ACCOUNT CASH VALUE

Net Premiums allocated to the General Account are credited to the Cash
Value.  General American bears the full investment risk for these
amounts and guarantees that interest will be credited to each Owner's
Cash Value in the General Account at a rate of no less than 4% per year,
compounded annually.  General American may, AT ITS SOLE DISCRETION,
credit a higher rate of interest, although it is not obligated to credit
interest in excess of 4% per year, and might not do so.  ANY INTEREST
CREDITED ON THE POLICY'S CASH VALUE IN THE GENERAL ACCOUNT IN EXCESS OF
THE GUARANTEED MINIMUM RATE OF 4% PER YEAR WILL BE DETERMINED IN THE
SOLE DISCRETION OF GENERAL AMERICAN.  THE POLICY OWNER ASSUMES THE RISK
THAT INTEREST CREDITED MAY NOT EXCEED THE GUARANTEED MINIMUM RATE OF 4%
PER YEAR.  If excess interest is credited, a different rate of interest
may be applied to the Cash Value in the Loan Account.  The Cash Value in
the General Account will be calculated on each Monthly Anniversary of
the Policy.

General American guarantees that, on each Valuation Date, the Cash Value
in the General Account will be the amount of the Net Premiums allocated
or Cash Value transferred to the General Account, plus interest at the
rate of 4% per year, plus any excess interest which General American
credits and any amounts transferred into the General Account, less the
sum of all Policy charges allocable to the General Account and any
amounts deducted from the General Account in connection with partial
withdrawals, Pro-Rata Surrenders, surrender charges or transfers to the
Separate Account.

                               31

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    TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS

After the first Policy Year, a portion of Cash Value may be withdrawn
from the General Account or transferred from the General Account to the
Separate Account.  A partial withdrawal, net of any applicable surrender
charges, and any transfer must be at least $500 or, the Policy's entire
Cash Value in the General Account if less than $500.  No amount may be
withdrawn from the General Account that would result in there being
insufficient Cash Value to meet any surrender charges that would be
payable immediately following the withdrawal upon the surrender of the
remaining Cash Value of the Policy.  The total amount of transfers and
withdrawals in a Policy Year may not exceed a Maximum Amount equal to
the greater of (a) 25% of a Policy's Cash Surrender Value in the General
Account at the beginning of the Policy Year, or (b) the previous Policy
Year's Maximum Amount (not to exceed the total Cash Surrender Value of
the Policy).

Transfers to the General Account are limited by the maximum allocation
percentage (described below) in effect for a Policy at the time a
transfer request is made.

Policy Loans may also be made from the Policy's Cash Value in the
General Account.

Loans and withdrawals from the General Account may have Federal income
tax consequences.  (See Federal Tax Matters.)

There is no transaction charge for the first twelve partial withdrawals
or requested transfers in a Policy Year.  General American will impose a
charge of $25 for each partial withdrawal or requested transfer in
excess of twelve in a Policy Year.  General American may revoke or
modify the privilege of transferring amounts to or from the General
Account at any time.  Partial withdrawals and Pro-Rata Surrenders will
result in the imposition of the applicable surrender charge.

Transfers, surrenders, partial withdrawals and Pro-Rata Surrenders
payable from the General Account and the payment of Policy Loans
allocated to the General Account may, subject to certain limitations, be
delayed for up to six months.  However, if payment is deferred for 30
days or more, General American will pay interest at the rate of 2.5% per
year for the period of the deferment.  Amounts from the General Account
used to pay premiums on policies with General American will not be
delayed.

                         GENERAL MATTERS

        POSTPONEMENT OF PAYMENTS FROM THE SEPARATE ACCOUNT

The Company usually pays amounts payable on partial withdrawal, Pro-Rata
Surrender, surrender, or Policy Loan allocated to the Separate Account
Divisions within seven days after written notice is received.  Payment
of any amount payable from the Divisions of the Separate Account upon
surrender, partial withdrawals, Pro-Rata Surrender, death of the Last
Insured, or payments of a Policy Loan and transfers, may be postponed
whenever: (1) the New York Stock Exchange is closed other than customary
weekend and holiday closings, or trading on the New York Stock Exchange
is restricted as determined by the SEC; (2) the SEC by order permits
postponement for the protection of Owners; or (3) an emergency exists,
as determined by the SEC, as a result of which disposal of securities is
not reasonably practicable or it is not reasonably practicable to
determine the value of the Separate Account's net assets.  The Company
may defer payment of the portion of any Policy Loan from the General
Account for not more than six months.

Payments under the Policy of any amounts derived from premiums paid by
check may be delayed until the Owner's check has cleared the bank upon
which it was drawn.

                           THE CONTRACT

The Policy, the attached application, any riders, endorsements, and any
application for reinstatement constitute the entire contract.  All
statements made by the Insureds in the application and any supplemental
applications can be used to contest a claim or the validity of the
Policy.  Any change to the Policy must be in writing and approved by the
President, a Vice President, or the Secretary of the Company.  No agent
has the authority to alter or modify any of the terms, conditions, or
agreements of the Policy or to waive any of its provisions.

                        CONTROL OF POLICY

The Insureds jointly are the Owner of the Policy unless another person
or entity is shown as the Owner in the application.  Ownership may be
changed, however, as described below.  The Owner is entitled to all
rights provided by the Policy.  Any person whose rights of ownership
depend upon some future event does not possess any present rights of
ownership.  If there is more than one Owner at a given time, all Owners
must exercise the rights of ownership by joint action.  If the Owner
dies, and the

                               32

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Owner is not one or both of the Insureds, the Owner's interest in the
Policy becomes the property of his or her estate unless otherwise
provided.  Unless otherwise provided, the Policy is jointly owned by all
Owners named in the Policy or by the survivors of those joint Owners.
Unless otherwise stated in the Policy, the final Owner is the estate of
the last joint Owner to die.  The Company may rely on the written
request of any trustee of a trust which is the Owner of the Policy, and
the Company is not responsible for the proper administration of any such
trust.

                           BENEFICIARY

The Beneficiary(ies) is (are) the person(s) specified in the application
or by later designation.  Unless otherwise stated in the Policy, the
Beneficiary has no rights in a Policy before the death of the Last
Insured.  If there is more than one Beneficiary at the death of the Last
Insured, each Beneficiary will receive equal payments unless otherwise
provided by the Owner.  If no Beneficiary is living at the death of the
Last Insured, the proceeds will be payable to the Owner or, if the Owner
is not living, to the Owner's estate.

The Company permits the designation of various types of trusts as
Beneficiary(ies), including trusts for minor beneficiaries, trusts under
a will, and trusts under a separate written agreement.  An Owner is also
permitted to designate several types of beneficiaries, including
business beneficiaries.

                  CHANGE OF OWNER OR BENEFICIARY

The Owner may change the ownership and/or Beneficiary designation by
written request in a form acceptable to the Company at any time during
the Last Insured's lifetime subject to any restrictions stated in the
Policy and this Prospectus.  The Company may require that the Policy be
returned for endorsement of any change.  If acceptable to us, the change
will take effect as of the date the request is signed, whether or not
the Last Insured is living when the request is received at the Company's
Home Office.  The Company is not  liable for any payment made or action
taken before the Company received the written request for change.  If
the Owner is also a Beneficiary of the Policy at the time of the Last
Insured's death, the Owner may, within sixty days of the Last Insured's
death, designate another person to receive the Policy proceeds.  Any
change will be subject to any assignment of the Policy or any other
legal restrictions.

                          POLICY CHANGES

The Company reserves the right to limit the number of changes to a
Policy to one per Policy Year and to restrict changes in the first
Policy Year.  Currently, only one change is permitted during any Policy
Year and no change may be made during the first Policy Year.  For this
purpose, changes include decreases in Face Amount and changes in the
death benefit option.  No change will be permitted, if as a result, the
Policy would fail to satisfy the definition of life insurance in Section
7702 of the Internal Revenue Code or any applicable successor provision.

                     CONFORMITY WITH STATUTES

If any provision in a Policy is in conflict with the laws of the state
governing the Policy, the provision will be deemed to be amended to
conform to such laws.  In addition, the Company reserves the right to
change the Policy if it determines that a change is necessary to cause
this Policy to comply with, or give the Owner the benefit of any Federal
or state statute, rule, or regulation, including, but not limited to,
requirements of the Internal Revenue Code, or its regulations or
published rulings.

                       CLAIMS OF CREDITORS

To the extent permitted by law, neither the Policy nor any payment under
it will be subject to the claims of creditors or to any legal process.

                         INCONTESTABILITY

The Policy is incontestable after it has been in force for two years
from the Issue Date during the lifetime of either Insured.  An addition
of a rider after the Issue Date is incontestable after such addition has
been in force for two years from its effective date during the lifetime
of either Insured.  Any reinstatement of a Policy is incontestable only
after it has been in force during the lifetime of either Insured for two
years after the effective date of the reinstatement.

                            ASSIGNMENT

The Company will be bound by an assignment of a Policy only if: (a) the
assignment is in writing; (b) the original assignment instrument or a
certified copy thereof is filed with the Company at its Home Office; and
(c) the Company returns an acknowledged copy of the assignment
instrument to the Owner.  The Company is not responsible for determining
the validity of any assignment.  Payment of Policy proceeds is subject
to the rights of any assignee of record.  If a claim is based on an
assignment, the Company may require proof of the interest of the
claimant.  A valid assignment will take precedence over the claim of any
Beneficiary.

                               33
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                             SUICIDE

Suicide within two years of the Issue Date is not covered by the Policy.
If either Insured dies by suicide, while sane or insane, within two
years from the Issue Date (or within the maximum period permitted by the
laws of the state in which the Policy was delivered, if less than two
years), the amount payable will be limited to premiums paid, less any
partial withdrawals and outstanding Indebtedness subject to certain
limitations.

If the either Insured is a Missouri citizen when the Policy is issued,
this provision does not apply on the Issue Date of the Policy, unless
that Insured intended suicide when the Policy was applied for.

            MISSTATEMENT OF AGE OR SEX AND CORRECTIONS

If the age or sex (except in unisex Policies, see Unisex Requirements
Under Montana Law) of the Insureds has been misstated in the
application, the amount of the death benefit will be that which the most
recent cost of insurance charge would have purchased for the correct age
and sex.

Any payment or Policy changes made by the Company in good faith, relying
on its records or evidence supplied with respect to such payment, will
fully discharge the Company's duty.  The Company reserves the right to
correct any errors in the Policy.

                 ADDITIONAL INSURANCE BENEFITS

Subject to certain requirements, one or more of the following additional
insurance benefits may be added to a Policy by rider.  The descriptions
below are intended to be general; the terms of the Policy riders
providing the additional benefits may vary from state to state, and the
Policy should be consulted.  The cost of any additional insurance
benefits which require additional charges will be deducted as part of
the monthly deduction from the Policy's Cash Value.  (See Charges and
Deductions - Monthly Deduction.) Certain restrictions may apply and are
described in the applicable rider.  An insurance agent authorized to
sell the Policy can describe these extra benefits further.  Samples of
the provisions are available from General American upon written request.

WAIVER OF SPECIFIED PREMIUM RIDER.  Provides for crediting the Policy's
Cash Value with a specified monthly premium while the covered Insured is
totally disabled.  The monthly premium selected at issue is not
guaranteed to keep the Policy in force.  The covered Insured must have
become disabled after age 5 and before age 65.

ADJUSTABLE BENEFIT TERM RIDER.  This rider allows an employer who is the
Owner to provide adjustable term insurance to comply with the terms of
an associated employee benefit plan.  The increase in coverage occurs on
each Policy Anniversary.

ANNIVERSARY PARTIAL WITHDRAWAL RIDER.  This rider allows the owner to
withdraw up to 15% of the Policy's Cash Surrender Value on any Policy
Anniversary without reducing the Face Amount.  A Contingent Deferred
Sales Charge will still apply.

JOINT SUPPLEMENTAL COVERAGE TERM RIDER.  This rider provides level term
insurance on the lives of the Insureds under the base policy.  It can be
added only at issue.  It cannot be increased or added to an existing
Policy.

SECONDARY GUARANTEE RIDER.  This rider guarantees that if, during the
secondary guarantee period, the sum of all premiums paid on the Policy,
reduced by any partial withdrawals and any outstanding loan balance, is
greater than or equal to the sum of the secondary guarantee premiums
required since the Issue Date, the Policy will not lapse as a result of
a Cash Value less any loans, loans interest due, and any surrender
charge being insufficient to pay the monthly deduction.

The secondary guarantee period is the number of Policy Years until the
younger Insured reaches Attained Age 100.

LIFETIME COVERAGE RIDER.  This rider provides the continuation of the
Policy's face amount beyond the younger Insured's Attained Age 100,
provided the policy remains in force to that date with a positive cash
surrender value.  If the Policy is in force after the younger Insured's
Attained Age 100, the death benefit will be the greater of the face
amount or 101% of the Cash Value.

DIVORCE SPLIT RIDER.  This rider allows the Policy to be split into two
separate policies in the event of the divorce of a married couple who
are the Insureds under the Policy.

ESTATE PRESERVATION TERM RIDER.  This rider provides joint level term
insurance, payable at the death of the Last Insured, for a period of
four years from the date of the rider.

                    RECORDS AND REPORTS

The Company will maintain all records relating to the Separate Account
and will mail to the Owner once each Policy Year, at the last known
address of record, a report which shows the current Policy values,

                               34
<PAGE>
<PAGE>

premiums paid, deductions made since the last report, and any
outstanding Policy Loans.  The Owner will also be sent a periodic report
for each Fund.  Receipt of premium payments, transfers, partial
withdrawals, Pro-Rata Surrenders, Policy Loans, loan repayments, changes
in death benefit options, decreases in Face Amount, surrenders and
reinstatements will be confirmed promptly following each transaction.

An Owner may request in writing a projection of illustrated future Cash
Surrender Values and death benefits.  This projection will be furnished
by the Company for a nominal fee which will not exceed $25.

                   DISTRIBUTION OF THE POLICIES

The Policy will be sold by individuals who, in addition to being
licensed as life insurance agents for the Company, are also registered
representatives of Walnut Street Securities, Inc. ("Walnut Street"),
the principal underwriter of the Policy, or of broker-dealers who have
entered into written sales agreements with Walnut Street.  Walnut Street
was incorporated under the laws of Missouri in 1984 and is a wholly-
owned subsidiary of General American Holding Company, which is, in turn,
a wholly-owned subsidiary of the Company.  Walnut Street is registered
with the SEC under the Securities Exchange Act of 1934 as a broker-
dealer and is a member of the National Association of Securities
Dealers, Inc.  No director or officer of Walnut Street owns any units in
the Separate Account.

Writing agents will receive commissions based on a commission schedule
and rules.  Currently, agent first-year commissions equal 50% of target
premiums and 2.25% of excess premium paid in Policy Year 1.  In renewal
years, the agent commissions vary from 1.0% to 2.0% of premiums paid in
Policy Years 2 and later, depending on the agent's contract type.  An
additional service fee, determined as a percentage of the Policy's
unloaned Cash Value, is also paid.  The percentage varies by Policy Year
from 0% to 0.20% of average monthly unloaned assets.  Reductions may be
possible under the circumstances outlined in the section entitled
Adjustment of Charges.  General Agents receive compensation which may be
in part based on the level of agent commissions in their agencies.

As principal underwriter for the Policies, Walnut Street receives
commission income.  Walnut Street receives an administrative fee of 2%
of premium from sales of the Policies.

The general agent commission schedules and rules differ for different
types of agency contracts.

General American may use other distribution channels to sell the non-
participating version of the Policy.

                       FEDERAL TAX MATTERS

                           INTRODUCTION

The following summary provides a general description of the Federal
income tax considerations associated with the Policy and does not
purport to be complete or to cover all situations.  This discussion is
not intended as tax advice.  Counsel or other competent tax Advisors
should be consulted for more complete information.  This discussion is
based upon General American's understanding of the present Federal
income tax laws as they are currently interpreted by the Internal
Revenue Service.  No representation is made as to the likelihood of
continuation of the present Federal income tax laws or of the current
interpretations by the Internal Revenue Service.

                     TAX STATUS OF THE POLICY

Section 7702 of the Internal Revenue Code of 1986, as amended (the
"Code") includes a definition of a life insurance contract for Federal
tax purposes.  The Secretary of the Treasury (the "Treasury") issued
proposed regulations which specify what will be considered reasonable
mortality charges under Section 7702.  Guidance as to how Section 7702
is to be applied is, however, limited.  If a Policy were determined not
to be a life insurance contract for purposes of Section 7702, such
Policy would not provide most of the tax advantages normally provided by
a life insurance policy.

With respect to a Policy issued on a basis of a standard premium class
or on a guaranteed or simplified issue basis, while there is some
uncertainty due to the limited guidance under Section 7702, the Company
believes that such a Policy should meet the Section 7702 definition of a
life insurance contract.  However, with respect to a Policy issued on a
substandard basis (i.e., a premium class involving higher than standard
mortality risk), it is not clear whether such a Policy would satisfy
Section 7702, particularly if the Owner pays the full amount of premiums
permitted under the Policy.

If it is subsequently determined that a Policy does not satisfy Section
7702, the Company will take whatever steps are appropriate and necessary
to attempt to cause such a Policy to comply with Section 7702, including
possibly refunding any premiums paid that exceed the limitations
allowable under Section 7702

                               35

<PAGE>
<PAGE>

(together with interest or other earnings on any such premiums refunded
as required by law).  For these reasons, the Company reserves the right
to modify the Policy as necessary to attempt to qualify it as a life
insurance contract under Section 7702.

Section 817(h) of the Code authorizes the Treasury to set standards by
regulation or otherwise for the investments of the Separate Account to
be "adequately diversified" in order for the Policy to be treated as a
life insurance contract for Federal tax purposes.  The Separate Account,
intends to comply with the diversification requirements prescribed by
the Treasury in Regulation Section 1.817-5, which affect how assets may
be invested.  Although General American does not control the Funds, it
has entered into agreements, which require these investment companies to
be operated in compliance with the requirements prescribed by the
Treasury.

The IRS has stated in published rulings that a variable contract owner
will be considered the owner of separate account assets, for federal
income tax purposes, if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment
control over the assets.  If that were to be determined to be the case,
income and gains from the separate account assets would be includible in
the variable contract owner's gross income.  The Treasury Department has
also announced, in connection with the issuance of regulations
concerning diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (i.e.,
the Owner), rather than the insurance company, to be treated as the
owner of the assets in the account."  This announcement also stated that
guidance would be issued by way of regulations or rulings on the "extent
to which policyholders may direct their investments to particular
subaccounts without being treated as owners of the underlying assets."

The ownership rights under the Policy are different in certain respects
from those described by the IRS in rulings in which it was determined
that policy owners were not owners of separate account assets.  For
example, the Owner has additional flexibility in allocating Premium
payments and Policy Values.  These differences could result in an Owner
being treated as the owner of a pro rata portion of the assets of the
Separate Account.  In addition, the Company does not know what standards
will be set forth, if any, in the regulations or rulings which the
Treasury Department has stated it expects to issue.  The Company
therefore reserves the right to modify the Policy as necessary to
attempt to prevent an Owner from being considered the owner of a pro
rata share of the assets of the Separate Account.

The following discussion assumes that the Policy will qualify as a life
insurance contract for Federal income tax purposes.

l. TAX TREATMENT OF POLICY BENEFITS.  In general, the Company
believes that the proceeds and Cash Value increases of a Policy should
be treated in a manner consistent with a fixed-benefit life insurance
policy for Federal income tax purposes.  Thus, the death benefit under
the Policy should be excludable from the gross income of the Beneficiary
under Section 101(a)(1) of the Code, unless a transfer for value
(generally a sale of the policy) has occurred.

Many changes or transactions involving a Policy may have tax
consequences, depending on the circumstances.  Such changes include, but
are not limited to, the exchange of the Policy, a change of the Policy's
Face Amount, a Policy Loan, an additional premium payment, a Policy
lapse with an outstanding Policy Loan, a partial withdrawal, or a
surrender of the Policy.  In addition, Federal estate and state and
local estate, inheritance, and other tax consequences of ownership or
receipt of Policy proceeds depend upon the circumstances of each Owner
or Beneficiary.  A competent tax adviser should be consulted for further
information.

A Policy may also be used in various arrangements, including non-
qualified deferred compensation or salary continuation plans, split
dollar insurance plans, executive bonus plans, retiree medical benefit
plans and others.  The tax consequences of such plans may vary depending
on the particular facts and circumstances of each individual
arrangement.  Therefore, if you are contemplating the use of a Policy in
any arrangement the value of which depends in part on its tax
consequences, you should be sure to consult a qualified tax adviser
regarding the tax attributes of the particular arrangement.

Generally, the Owner will not be deemed to be in constructive receipt of
the Policy's Cash Value, including increments thereof, under the Policy
until there is a distribution.  The tax consequences of distributions
from, and Policy Loans taken from or secured by, a Policy depend upon
whether the Policy is classified as a "modified endowment contract".
However, upon a complete surrender or lapse of any Policy, if the amount
received plus the amount of outstanding Indebtedness exceeds the total
investment in the Policy, the excess will generally be treated as
ordinary income subject to tax.

                               36
<PAGE>
<PAGE>

2. MODIFIED ENDOWMENT CONTRACTS.  A policy may be treated as a
modified endowment contract depending upon the amount of premiums paid
in relation to the death benefit provided under such Policy.  The
premium limitation rules for determining whether a Policy is a modified
endowment contract are extremely complex.  In general, however, a Policy
will be a modified endowment contract if the accumulated premiums paid
at any time during the first seven Policy Years exceed the sum of the
net level premiums which would have been paid on or before such time if
the Policy provided for paid-up future benefits (based on the lowest
level of benefits in effect for the Policy) after the payment of seven
level annual premiums.

In addition, if a Policy is "materially changed" it may cause such
Policy to be treated as a modified endowment contract.  The material
change rules for determining whether a Policy is a modified endowment
contract are also extremely complex.  In general, however, the
determination of whether a Policy will be a modified endowment contract
after a material change generally depends upon the relationship among
the death benefit at the time of such change, the Cash Value at the time
of the change and the additional premiums paid in the seven Policy Years
starting with the date on which the material change occurs.

Moreover, a life insurance contract received in exchange for a life
insurance contract classified as a modified endowment contract will also
be treated as a modified endowment contract.  A reduction in a Policy's
benefits may also cause such Policy to become a modified endowment
contract.

Due to the Policy's flexibility, classification of a Policy as a
modified endowment contract will depend upon the circumstances of each
Policy.  The Company has, however, adopted administrative steps designed
to protect an Owner against the possibility that the Policy might become
a modified endowment contract.  The Company believes the safeguards are
adequate for most situations, but it cannot provide complete assurance
that a Policy will not be classified as a modified endowment contract.
At the time a premium is credited which would cause the Policy to become
a modified endowment contract, the Company will notify the Owner that
unless a refund of the excess premium is requested by the Owner, the
Policy will become a modified endowment contract.  The Owner will have
30 days after receiving such notification to request the refund.  The
excess premium paid will be returned to the Owner upon receipt by the
Company of the refund request.  The amount to be refunded will be
deducted from the Policy Cash Value in the Divisions of the Separate
Account and in the General Account in the same proportion as the premium
payment was allocated to such Divisions.

Accordingly, a prospective Owner should contact a competent tax adviser
before purchasing a Policy to determine the circumstances under which
the Policy would be a modified endowment contract.  In addition, an
Owner should contact a competent tax adviser before paying any
additional premiums or making any other change to, including an exchange
of, a Policy to determine whether such premium or change would cause the
Policy (or the new Policy in the case of an exchange) to be treated as a
modified endowment contract.

3. DISTRIBUTIONS FROM POLICIES CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT.  Policies classified as modified endowment contracts will be
subject to the following tax rules: First, all distributions, including
distributions upon surrender and benefits paid at maturity, from such a
Policy are treated as ordinary income subject to tax up to the amount
equal to the excess (if any) of the Cash Value immediately before the
distribution over the investment in the Policy (described below) at such
time.  Second, Policy Loans taken from, or secured by, such a Policy, as
well as due but unpaid interest thereon, are treated as distributions
from such a Policy and taxed accordingly.  Third, a 10 percent
additional income tax is imposed on the portion of any distribution
from, or Policy Loan taken from or secured by, such a Policy that (a) is
included in income, except where the distribution or Policy Loan is made
on or after the Owner attains age 59 1/2, (b) is attributable to the
Owner's becoming disabled, or (c) is part of a series of substantially
equal periodic payments for the life (or life expectancy) of the Owner
or the joint lives (or joint life expectancies) of the Owner and the
Owner's Beneficiary.

4. DISTRIBUTIONS FROM POLICIES NOT CLASSIFIED AS MODIFIED ENDOWMENT
CONTRACT.  Distributions from  Policies not classified as a modified
endowment contracts are generally treated as first recovering the
investment in the Policy (described below) and then, only after the
return of all such investment in the Policy, as distributing taxable
income.  An exception to this general rule occurs in the case of a
decrease in the Policy's death benefit (possibly including a partial
withdrawal) or any other change that reduces benefits under the Policy
in the first 15 years after the Policy is issued and that results in
cash distribution to the Owner in order for the Policy to continue
complying with the Section 7702 definitional limits.  Such a cash
distribution will be taxed in whole or in part as ordinary income (to
the extent of any gain in the Policy) under rules prescribed in Section
7702.

                               37

<PAGE>
<PAGE>

Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are not treated as distributions.  Instead, such
loans are treated as indebtedness of the Owner.

Upon a complete surrender or lapse of a Policy that is not a modified
endowment contract, if the amount received plus the amount of
indebtedness exceeds the total investment in the Policy, the excess will
generally be treated as ordinary income subject to tax.

Neither distributions (including distributions upon surrender or lapse)
nor Policy Loans from, or secured by, a Policy that is not a modified
endowment contract are subject to the 10 percent additional income tax.

If a Policy which is not a modified endowment contract subsequently
becomes a modified endowment contract, then any distribution made from
the Policy within two years prior to the date of such change in status
may become taxable.

5. POLICY LOAN INTEREST.  Generally, interest paid on any loan under
a life insurance Policy owned by an individual is not deductible.  In
addition, interest on any loan under a life insurance Policy owned by a
business taxpayer on the life of any individual who is an officer of or
is financially interested in the business carried on by that taxpayer is
deductible only under certain very limited circumstances.  AN OWNER
SHOULD CONSULT A COMPETENT TAX ADVISER BEFORE DEDUCTING ANY LOAN
INTEREST.

6. INTEREST EXPENSE ON UNRELATED INDEBTEDNESS.  Under provisions
added to the Code in 1997 for policies issued after June 8, 1997, if a
business taxpayer owns or is the beneficiary of a Policy on the life of
any individual who is not an officer, director, employee, or 20 percent
owner of the business, and the taxpayer also has debt unrelated to the
Policy, a portion of the taxpayer's unrelated interest expense
deductions may be lost.  No business taxpayer should purchase or
exchange a Policy on the life of any individual who is not an officer,
director, employee, or 20 percent owner of the business without first
consulting a competent tax Advisor.

7. INVESTMENT IN THE POLICY.  Investment in the Policy means (i) the
aggregate amount of any premiums or other consideration paid for a
Policy, minus (ii) the aggregate amount received under the Policy which
is excluded from gross income of the Owner (except that the amount of
any Policy Loan from, or secured by, a Policy that is a modified
endowment contract, to the extent such amount is excluded from gross
income, will be disregarded), plus (iii) the amount of any Policy Loan
from, or secured by, a Policy that is a modified endowment contract to
the extent that such amount is included in the gross income of the
Owner.

8. MULTIPLE POLICIES.  All modified endowment contracts that are
issued by the Company (or its affiliates) to the same Owner during any
calendar year are treated as one modified endowment contract for
purposes of determining the amount includible in gross income under
Section 72(e) of the Code.

9. POSSIBLE CHARGE FOR TAXES.  At the present time, the Company makes
no charge to the Separate Account for any Federal, state, or local taxes
(as opposed to Premium Tax Charges which are deducted from premium
payments) that it incurs which may be attributable to such Separate
Account or to the Policies.  The Company, however, reserves the right in
the future to make a charge for any such tax or other economic burden
resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Account or to the Policies.

              UNISEX REQUIREMENTS UNDER MONTANA LAW

The State of Montana generally prohibits the use of actuarial tables
that distinguish between men and women in determining premiums and
Policy benefits for policies issued on the lives of their residents.
Therefore, all Policies offered by this Prospectus to insure residents
of Montana will have premiums and benefits which are based on actuarial
tables that do not differentiate on the basis of sex.

                               38
<PAGE>
<PAGE>

           SAFEKEEPING OF THE SEPARATE ACCOUNT'S ASSETS

General American holds the assets of the Separate Account in a custodial
account in its name at the Bank of New York.  The Company maintains
records of all purchases and redemptions of applicable Fund shares by
each of the Divisions.  Additional protection for the assets of the
Separate Account is afforded by a blanket fidelity bond issued by
Lloyd's Underwriters in the amount of five million dollars, covering all
officers and employees of the Company who have access to the assets of
the Separate Account.

                          VOTING RIGHTS

Based on its understanding of current applicable legal requirements, the
Company will vote the shares of the Funds held in the Separate Account
at regular and special shareholder meetings of the mutual funds in
accordance with the instructions received from persons having voting
interests in the corresponding Divisions of the Separate Account.  If,
however, the 1940 Act or any regulation thereunder should be amended or
if the present interpretation thereof should change, and as a result the
Company determines that it is permitted to vote shares of the Fund in
its own right, it may elect to do so.  No voting privileges apply to the
Policies with respect to Cash Value removed from the Separate Account as
a result of a Policy Loan.

The number of votes which an Owner has the right to instruct will be
calculated separately for each Division.  Voting rights reflect the
dollar value of the total number of units of each Division of the
Separate Account credited to the Owner at the record date, rather than
the number of units alone.  Fractional shares will be counted.  The
number of votes of the Fund which the Owner has the right to instruct
will be determined as of the date coincident with the date established
by that Fund for determining shareholders eligible.  Voting instructions
will be solicited by written communications prior to such meeting in
accordance with procedures established by the mutual funds.

The company will vote shares of a Fund for which no timely instructions
are received in proportion to the voting instructions which are received
with respect to that Fund.  The Company will also vote any shares of the
Funds which are not attributable to Policies in the same proportion.

Each person having a voting interest in a Division will receive any
proxy material, reports, and other materials relating to the appropriate
Fund.

Disregard of Voting Instructions.  The Company may, when required by
state insurance regulatory authorities, disregard voting instructions if
the instructions require that the shares be voted so as to cause a
change in the subclassification or investment objective of the Fund or
to approve or disapprove an investment Advisory contract for a Fund.  In
addition, the Company itself may disregard voting instructions in favor
of changes initiated by an Owner in the investment policy or the
investment adviser or sub-adviser of a Fund if the Company reasonably
disapproves of such changes.  A proposed change would be disapproved
only if the proposed change is contrary to state law or prohibited by
state regulatory authorities, or the Company determined that the change
would have an adverse effect on its General Account in that the proposed
investment policy for a Fund may result in overly speculative or unsound
investments.  If the Company disregards voting instructions, a summary
of that action and the reasons for such action will be included in the
next annual report to Owners.

                 STATE REGULATION OF THE COMPANY

The Company, a stock life insurance company organized under the laws of
Missouri, and the Separate Account are subject to regulation by the
Missouri Department of Insurance.  An annual statement is filed with the
Director of Insurance on or before March 1st of each year covering the
operations and reporting on the financial condition of the Company as of
December 31 of the preceding year.  Periodically, the Director of
Insurance examines the liabilities and reserves of the Company and the
Separate Account and certifies their adequacy, and a full examination of
the Company's operations is conducted by the National Association of
Insurance Commissioners at least once every three years.

In addition, the Company is subject to the insurance laws and
regulations of other states within which it is licensed or may become
licensed to operate.  Generally, the insurance departments of other
states apply the laws of the state of domicile in determining
permissible investments.

                               39

<PAGE>
<PAGE>
<TABLE>
                               MANAGEMENT OF THE COMPANY
<CAPTION>

                                                    PRINCIPAL OCCUPATION (S)
           NAME                                    DURING PAST FIVE YEARS<F*>
           ----                                    --------------------------

PRINCIPAL OFFICERS<F**>
- -----------------------
<S>                                    <C>
Richard A. Liddy                       Chairman, President and CEO, 1/95-present; Chairman of
                                       the Executive Committee, 5/92-present.  Formerly
                                       President and CEO, 5/92-1/95.

Robert J. Banstetter, Sr.              Vice President, General Counsel and Secretary, 2/91-
                                       present.

John W. Barber                         Vice President and Controller, 12/84-present.

Kevin C. Eichner                       Executive Vice President of General American, President
                                       and Chairman of GenMark, Chairman of Walnut Street
                                       Securities, 10/97-Present.  President and CEO,
                                       Collaborative Strategies, 1983-Present.

David L. Herzog                        Chief Financial Officer, GenAmerica Corporation, 1/99-
                                       present.  President, GenAmerica Management Corporation,
                                       10/98-present.  Formerly Assistant to the President,
                                       General American and GenAmerica, 1996-1999, Chief
                                       Financial Officer, Individual Line, General American,
                                       1995-1996, Manager, Investor Relations, Reinsurance Group
                                       of America and GenCare Health Systems, 1993-1995.

E. Thomas Hughes                       Corporate Actuary and Treasurer, 10/94-present.  Formerly
                                       Executive Vice President-Group Pensions, 3/90-10/94

Michael P. Ingrassia                   Vice President-Group Executive Accounts, 3/92-present.

Warren J. Winer                        Executive Vice President-Group Life and Health, 8/95-
                                       present.  Formerly Managing Director, William M.  Mercer,
                                       Inc., 7/93-8/95; President and Chief Operating Officer,
                                       W. F. Corroon, 1986-7/93.

Bernard H. Wolzenski                   Executive Vice President-Individual Insurance, 10/91-
                                       present.

A. Greig Woodring                      President and Chief Executive Officer, Reinsurance Group
                                       of America, 12/92-present.

<FN>
<F*>  All positions listed are with General American unless otherwise indicated.
<F**> The principal business address of Messrs. Banstetter, Hughes, and Liddy is General
      American Life Insurance Company, 700 Market Street, St. Louis, Missouri 63101.  The
      principal business address for Messrs. Barber, Boudreaux, Ingrassia, Winer and Wolzenski
      is 13045 Tesson Ferry Road, St. Louis, Missouri 63128.  The principal business address for
      Mr. Woodring is 660 Mason Ridge Center Drive, Suite 300, St. Louis, Missouri 63141.  The
      principal business address for Mr. Eichner is 670 Mason Ridge Center Drive, Suite 100, St.
      Louis, Missouri 63141.

                               40
<PAGE>
<PAGE>

<CAPTION>

                                                  PRINCIPAL OCCUPATION (S)
              NAME                                DURING PAST FIVE YEARS<F*>
              ----                                --------------------------
DIRECTORS
- ---------
<S>                                    <C>
August A. Busch III                    Chairman of the Board and President, Anheuser-Busch
Anheuser-Busch Companies, Inc.         Companies, Inc. (beer business).
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius                   Retired Chairman and Chief Executive Officer, Union
Union Electric Company                 Electric Company (electric utility business).
P.O. Box 149
St. Louis, Missouri 63166

John C. Danforth                       Partner, Bryan Cave (law firm).  Formerly, U. S. Senator,
Bryan Cave                             State of Missouri.
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison                      Past President, Edison Brothers Stores, Inc. (retail
Edison Brothers Stores, Inc.           specialty stores).
P.O. Box 14020
St. Louis, Missouri 63178

Richard A. Liddy                       Chairman, President and CEO, General American
General American Life Insurance Co.
700 Market Street
St. Louis, MO 63101

William E. Maritz                      Chairman and Chief Executive Officer, Maritz, Inc.
Maritz, Inc.                           (motivation, travel, communications, training and
1375 North Highway Drive               marketing research business).
Fenton, Missouri 63099

Craig D. Schnuck                       Chairman and Chief Executive Officer, Schnuck Markets,
Schnuck Markets, Inc.                  Inc. (retail supermarket chain).
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri 63146

William P. Stiritz                     Chairman, Chief Executive Officer and President,
Agribrands International, Inc.         Agribrands International, Inc.  Formerly Chairman, Chief
9811 So. Forty Drive                   Executive Officer and President, Ralston Purina Company
St. Louis, Missouri 63124              (pet food, batteries, and bread business); Chairman,
                                       Ralcorp Holdings, Inc. (ready-to-eat cereal, baby food,
                                       ski resorts).

Andrew C. Taylor                       Chief Executive Officer and President, Enterprise Rent-A-
Enterprise Rent-A-Car                  Car (car rental).
600 Corporate Park Drive
St. Louis, Missouri 63105


                               41

<PAGE>
<PAGE>

<CAPTION>
                                                  PRINCIPAL OCCUPATION (S)
              NAME                                DURING PAST FIVE YEARS<F*>
              ----                                --------------------------

DIRECTORS (CONTINUED)
- ---------------------
<S>                                    <C>
H. Edwin Trusheim                      Retired Chairman and Chief Executive Officer, General
General American Life Insurance Co.    American Life Insurance Company
P.O. Box 396
St. Louis, MO 63166

Robert L. Virgil                       Principal, Edward Jones (investments).
Edward Jones
12555 Manchester
St. Louis, Missouri  63131-3729

Virginia V. Weldon, M.D.               Director, Center for the Study of American Business,
Monsanto Company                       Washington University.  Retired Senior Vice President,
800 North Lindbergh                    Public Policy, Monsanto Company (chemicals diversified
St. Louis, Missouri 63167              industry, pharmaceuticals, life science products, and
                                       food ingredients business).

Ted C. Wetterau                        President, Wetterau Associates, L.L.C.  Retired Chairman
Wetterau Associates, L.L.C.            and Chief Executive Officer, Wetterau Incorporated
7700 Bonhomme, Suite 750               (retail and wholesale grocery, manufacturing business).
St. Louis, Missouri 63105


<FN>
<F*> All positions listed are with General American unless otherwise
     indicated.
</TABLE>

                               42



<PAGE>
<PAGE>
                          LEGAL MATTERS

All matters of Missouri law pertaining to the Policy, including the
validity of the Policy and General American's right to issue the Policy
under Missouri insurance law, have been passed upon by Matthew P.
McCauley, Vice President and Associate General Counsel of General
American.

                        LEGAL PROCEEDINGS

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

                             EXPERTS

The audited financial statements of General American and the Separate
Account have been included in this Prospectus in reliance on the reports
of KPMG LLP independent certified public accountants, and on the
authority of said firm as experts in accounting and auditing.

Actuarial matters included in this Prospectus have been examined by
Susan Benjamin, FSA, MAAA, Senior Product Actuary of General American,
as stated in the opinion filed as an exhibit to the registration
statement.

                      ADDITIONAL INFORMATION

A registration statement has been filed with the Securities and Exchange
Commission, under the Securities Act of 1933, as amended, with respect
to the Policy offered hereby.  This Prospectus does not contain all the
information set forth in the registration statement and the amendments
and exhibits to the registration statement, to all of which reference is
made for further information concerning the Separate Account, General
American and the Policy offered hereby.  Statements contained in this
Prospectus as to the contents of the Policy and other legal instruments
are summaries.  For a complete statement of the terms thereof reference
is made to such instruments as filed.

Like all financial services providers, General American utilizes systems
that may be affected by the Year 2000 transition issues, and it relies
on services providers, including the Funds, that may also be affected.
The Company has developed, and is in the process of implementing, a Year
2000 transition plan, and is confirming that its services providers are
also so engaged.  The resources that are being devoted to this effort
are substantial.  It is difficult to predict with precision whether the
amount of resources ultimately devoted, or the outcome of these efforts,
will have any negative impact on the Company.  However, as of the date
of this prospectus, we do not anticipate that Policy Owners will
experience negative effects on their investment, or on the services
provided in connection therewith, as a result of Year 2000 transition
implementation.  General American currently anticipates that its systems
will be Year 2000 compliant, but there can be no assurance that the
Company will be successful, or that interaction with other service
providers will not impair the Company's services at that time.

                       FINANCIAL STATEMENTS

The financial statements of General American which are included in this
Prospectus should be distinguished from the financial statements of the
Separate Account, and should be considered only as bearing on the
ability of General American to meet its obligations under the Policy.
They should not be considered as bearing on the investment performance
of the assets held in the Separate Account.

                               43
<PAGE>
<PAGE>


                            APPENDIX A
         ILLUSTRATIONS OF DEATH BENEFITS AND CASH VALUES

The following tables illustrate how the Cash Value, Cash Surrender
Value, and death benefit of a Policy change with the investment
experience of a Division of the Separate Account.  The tables show how
the Cash Value, Cash Surrender Value, and death benefit of a Policy
issued to Insureds of a given age and at a given premium would vary over
time if the investment return on the assets held in each Division of the
Separate Account were a uniform, gross, after-tax annual rate of 0%, 6%,
or 12%.  The tables illustrate a Policy issued in Missouri (using a 2%
premium tax rate and a 1.3% federal tax charge) to a male and a female
Insured, for both ages 35 and 50, in a preferred nonsmoker rate class.
If either Insured falls into a smoker rate class, the Cash Values, Cash
Surrender Values, and death benefits would be lower than those shown in
the tables.  In addition, the Cash Values, Cash Surrender Values, and
death benefits would be different from those shown if the gross annual
investment rates of return averaged 0%, 6%, and 12% over a period of
years, but fluctuated above and below those averages for individual
Policy Years.

The Cash Value column under the "Guaranteed" heading shows the
accumulated value of the Net Premiums paid at the stated interest rate,
reflecting deduction of all policy charges described in this prospectus
at the guaranteed maximum rate.  The Cash Surrender Value column under
the "Guaranteed" heading shows the projected Cash Surrender Value of the
Policy, which is calculated by taking the Cash Value under the
"Guaranteed" heading and deducting any appropriate Contingent Deferred
Sales Charge.  The Cash value column under the "Current" heading shows
the accumulated value of the Net Premiums paid at the stated interest
rate, reflecting deduction of all policy charges as described in this
prospectus at the current rate.  The Cash Surrender Value column under
the "Current" heading shows the projected Cash Surrender Value of the
Policy, which is calculated by taking the Cash Value under the "Current"
heading and deducting any appropriate Contingent Deferred Sales Charge.
The illustrations of death benefits reflect the above assumptions.  The
death benefits also vary between tables depending upon whether Death
Benefit Options A or C (Level Type) or Death Benefit Option B
(Increasing Type) are illustrated.

The amounts deducted from the Cash Value in the illustrations include
the sales charge, premium tax, federal tax charge, selection and issue
expense charge, monthly administrative charge, and cost of insurance.
These charges are described in the prospectus under Charges and
Deductions.

The amounts shown for Cash Value, Cash Surrender Value, and death
benefit reflect charges that produce an investment rate of return that
is lower than the gross after-tax return on the assets held in a
Division of the Separate Account.  The charges include a charge for
mortality and expense risk (equivalent to .55% for Policy Years 1-10,
 .45% for Policy Years 11-20, and .35% thereafter), and an assumed .78%
charge for the investment Advisory fee and Fund administrative expenses
combined, based on the average Fund expense for all available investment
Funds.  The actual investment advisory fee applicable to each Division
is shown in the respective Prospectuses of each Fund.  After deduction
for these amounts, the illustrated gross annual investment rates of
return of 0%, 6%, and 12% correspond to approximate initial net annual
rates of -1.33%, 4.67%, and 10.67%, respectively.  The Prospectuses for
each Fund should be consulted for details about the nature and extent of
their expenses.

The hypothetical values shown in the tables do not reflect any charges
for Federal income taxes against the Separate Account (as opposed to
Premium Charges which are deducted from premium payments), since General
American is not currently making any such charges.  However, such
charges may be made in the future and, in that event, the gross annual
investment rate of return of the Divisions of the Separate Account would
have to exceed 0%, 6%, and 12% by an amount sufficient to cover the tax
charges in order to produce the death benefit and Cash Value
illustration.  (See Federal Tax Matters.)

The tables illustrate the Policy values that would result based upon the
investment rates of return if premiums are paid as indicated, if all Net
Premiums are allocated to the Separate Account, if no Policy Loans have
been made.  The tables are also based on the assumptions that the Owner
has not requested a decrease in the Face Amount, that no partial
withdrawals have been made, that no transfer charges were incurred, and
that no optional riders have been requested.

Upon request, General American will provide a comparable illustration
based upon the proposed Insureds' age, sex, and rate class, the Face
Amount or premium requested, the proposed frequency of premium payments,
and any available riders requested.

                               44
<PAGE>
<PAGE>

<TABLE>
                                  GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                 MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                             FEMALE PREFERRED NONSMOKER AGE 35
                                                                                     ANNUAL PREMIUM = $2,000

FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>        <C>        <C>       <C>           <C>         <C>       <C>
  1      35        35     2,000     2,100       952      1,245    250,000          952       1,245    250,000
  2      36        36     2,000     4,305     2,468      2,761    250,000        2,468       2,761    250,000
  3      37        37     2,000     6,620     3,964      4,257    250,000        3,964       4,257    250,000
  4      38        38     2,000     9,051     5,438      5,731    250,000        5,438       5,731    250,000
  5      39        39     2,000    11,604     6,890      7,182    250,000        6,890       7,182    250,000
  6      40        40     2,000    14,284     8,353      8,613    250,000        8,353       8,613    250,000
  7      41        41     2,000    17,098     9,824     10,019    250,000        9,824      10,019    250,000
  8      42        42     2,000    20,053    11,274     11,404    250,000       11,274      11,404    250,000
  9      43        43     2,000    23,156    12,705     12,770    250,000       12,702      12,767    250,000
 10      44        44     2,000    26,414    14,115     14,115    250,000       14,104      14,104    250,000
 11      45        45     2,000    29,834    15,718     15,718    250,000       15,695      15,695    250,000
 12      46        46     2,000    33,426    17,301     17,301    250,000       17,261      17,261    250,000
 13      47        47     2,000    37,197    18,866     18,866    250,000       18,798      18,798    250,000
 14      48        48     2,000    41,157    20,407     20,407    250,000       20,307      20,307    250,000
 15      49        49     2,000    45,315    21,929     21,929    250,000       21,787      21,787    250,000
 16      50        50     2,000    49,681    23,430     23,430    250,000       23,235      23,235    250,000
 17      51        51     2,000    54,265    24,909     24,909    250,000       24,651      24,651    250,000
 18      52        52     2,000    59,078    26,366     26,366    250,000       26,030      26,030    250,000
 19      53        53     2,000    64,132    27,802     27,802    250,000       27,371      27,371    250,000
 20      54        54     2,000    69,439    29,218     29,218    250,000       28,669      28,669    250,000
 21      55        55     2,000    75,010    30,641     30,641    250,000       29,951      29,951    250,000
 22      56        56     2,000    80,861    32,041     32,041    250,000       31,185      31,185    250,000
 23      57        57     2,000    87,004    33,420     33,420    250,000       32,363      32,363    250,000
 24      58        58     2,000    93,454    34,774     34,774    250,000       33,481      33,481    250,000
 25      59        59     2,000   100,227    36,099     36,099    250,000       34,536      34,536    250,000
 26      60        60     2,000   107,338    37,397     37,397    250,000       35,515      35,515    250,000
 27      61        61     2,000   114,805    38,662     38,662    250,000       36,409      36,409    250,000
 28      62        62     2,000   122,645    39,895     39,895    250,000       37,202      37,202    250,000
 29      63        63     2,000   130,878    41,088     41,088    250,000       37,875      37,875    250,000
 30      64        64     2,000   139,522    42,241     42,241    250,000       38,403      38,403    250,000
</TABLE>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                 45
<PAGE>
<PAGE>
<TABLE>
                                  GENERAL AMERICAN LIFE INSURANCE COMPANY
                                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                            FEMALE PREFERRED NONSMOKER AGE 35
                                                                                    ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100     1,042      1,334    250,000        1,042       1,334    250,000
  2      36        36     2,000     4,305     2,738      3,030    250,000        2,738       3,030    250,000
  3      37        37     2,000     6,620     4,513      4,806    250,000        4,513       4,806    250,000
  4      38        38     2,000     9,051     6,369      6,661    250,000        6,369       6,661    250,000
  5      39        39     2,000    11,604     8,309      8,601    250,000        8,309       8,601    250,000
  6      40        40     2,000    14,284    10,369     10,629    250,000       10,369      10,629    250,000
  7      41        41     2,000    17,098    12,552     12,747    250,000       12,552      12,747    250,000
  8      42        42     2,000    20,053    14,832     14,962    250,000       14,832      14,962    250,000
  9      43        43     2,000    23,156    17,214     17,279    250,000       17,211      17,276    250,000
 10      44        44     2,000    26,414    19,702     19,702    250,000       19,690      19,690    250,000
 11      45        45     2,000    29,834    22,529     22,529    250,000       22,506      22,506    250,000
 12      46        46     2,000    33,426    25,492     25,492    250,000       25,449      25,449    250,000
 13      47        47     2,000    37,197    28,596     28,596    250,000       28,523      28,523    250,000
 14      48        48     2,000    41,157    31,845     31,845    250,000       31,736      31,736    250,000
 15      49        49     2,000    45,315    35,249     35,249    250,000       35,092      35,092    250,000
 16      50        50     2,000    49,681    38,813     38,813    250,000       38,597      38,597    250,000
 17      51        51     2,000    54,265    42,544     42,544    250,000       42,255      42,255    250,000
 18      52        52     2,000    59,078    46,450     46,450    250,000       46,070      46,070    250,000
 19      53        53     2,000    64,132    50,540     50,540    250,000       50,048      50,048    250,000
 20      54        54     2,000    69,439    54,823     54,823    250,000       54,195      54,195    250,000
 21      55        55     2,000    75,010    59,361     59,361    250,000       58,570      58,570    250,000
 22      56        56     2,000    80,861    64,116     64,116    250,000       63,130      63,130    250,000
 23      57        57     2,000    87,004    69,098     69,098    250,000       67,881      67,881    250,000
 24      58        58     2,000    93,454    74,315     74,315    250,000       72,828      72,828    250,000
 25      59        59     2,000   100,227    79,778     79,778    250,000       77,980      77,980    250,000
 26      60        60     2,000   107,338    85,498     85,498    250,000       83,338      83,338    250,000
 27      61        61     2,000   114,805    91,484     91,484    250,000       88,909      88,909    250,000
 28      62        62     2,000   122,645    97,751     97,751    250,000       94,695      94,695    250,000
 29      63        63     2,000   130,878   104,309    104,309    250,000      100,695     100,695    250,000
 30      64        64     2,000   139,522   111,171    111,171    250,000      106,910     106,910    250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  46

<PAGE>
<PAGE>
<TABLE>
                                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                                 FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION A)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100     1,132      1,424    250,000        1,132       1,424    250,000
  2      36        36     2,000     4,305     3,019      3,311    250,000        3,019       3,311    250,000
  3      37        37     2,000     6,620     5,107      5,399    250,000        5,107       5,399    250,000
  4      38        38     2,000     9,051     7,415      7,708    250,000        7,415       7,708    250,000
  5      39        39     2,000    11,604     9,968     10,260    250,000        9,968      10,260    250,000
  6      40        40     2,000    14,284    12,822     13,082    250,000       12,822      13,082    250,000
  7      41        41     2,000    17,098    16,006     16,201    250,000       16,006      16,201    250,000
  8      42        42     2,000    20,053    19,520     19,650    250,000       19,520      19,650    250,000
  9      43        43     2,000    23,156    23,401     23,466    250,000       23,397      23,462    250,000
 10      44        44     2,000    26,414    27,686     27,686    250,000       27,675      27,675    250,000
 11      45        45     2,000    29,834    32,667     32,667    250,000       32,643      32,643    250,000
 12      46        46     2,000    33,426    38,185     38,185    250,000       38,140      38,140    250,000
 13      47        47     2,000    37,197    44,297     44,297    250,000       44,221      44,221    250,000
 14      48        48     2,000    41,157    51,065     51,065    250,000       50,950      50,950    250,000
 15      49        49     2,000    45,315    58,563     58,563    250,000       58,395      58,395    250,000
 16      50        50     2,000    49,681    66,866     66,866    250,000       66,633      66,633    250,000
 17      51        51     2,000    54,265    76,062     76,062    250,000       75,749      75,749    250,000
 18      52        52     2,000    59,078    86,247     86,247    250,000       85,834      85,834    250,000
 19      53        53     2,000    64,132    97,528     97,528    250,000       96,995      96,995    250,000
 20      54        54     2,000    69,439   110,023    110,023    250,000      109,347     109,347    250,000
 21      55        55     2,000    75,010   123,975    123,975    250,000      123,130     123,130    250,000
 22      56        56     2,000    80,861   139,442    139,442    250,000      138,404     138,404    250,000
 23      57        57     2,000    87,004   156,591    156,591    250,000      155,335     155,335    250,000
 24      58        58     2,000    93,454   175,607    175,607    250,000      174,110     174,110    250,000
 25      59        59     2,000   100,227   196,690    196,690    250,000      194,935     194,935    261,213
 26      60        60     2,000   107,338   220,062    220,062    250,000      218,014     218,014    283,418
 27      61        61     2,000   114,805   245,968    245,968    250,000      243,570     243,570    311,770
 28      62        62     2,000   122,645   274,681    274,681    250,000      271,868     271,868    342,553
 29      63        63     2,000   130,878   306,505    306,505    250,000      303,196     303,196    375,963
 30      64        64     2,000   139,522   341,777    341,777    250,000      337,874     337,874    412,207
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                47
<PAGE>
<PAGE>
<TABLE>
                                  GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>        <C>        <C>       <C>           <C>         <C>       <C>
  1      35        35     2,000     2,100       952      1,245    251,245          952       1,245    251,245
  2      36        36     2,000     4,305     2,468      2,761    252,761        2,468       2,761    252,761
  3      37        37     2,000     6,620     3,964      4,257    254,257        3,964       4,257    254,257
  4      38        38     2,000     9,051     5,438      5,731    255,731        5,438       5,731    255,731
  5      39        39     2,000    11,604     6,890      7,182    257,182        6,890       7,182    257,182
  6      40        40     2,000    14,284     8,352      8,612    258,612        8,352       8,612    258,612
  7      41        41     2,000    17,098     9,823     10,018    260,018        9,823      10,018    260,018
  8      42        42     2,000    20,053    11,272     11,402    261,402       11,272      11,402    261,402
  9      43        43     2,000    23,156    12,702     12,767    262,767       12,698      12,763    262,763
 10      44        44     2,000    26,414    14,111     14,111    264,111       14,099      14,099    264,099
 11      45        45     2,000    29,834    15,712     15,712    265,712       15,688      15,688    265,688
 12      46        46     2,000    33,426    17,294     17,294    267,294       17,251      17,251    267,251
 13      47        47     2,000    37,197    18,757     18,757    268,857       18,784      18,784    268,784
 14      48        48     2,000    41,157    20,396     20,396    270,396       20,288      20,288    270,288
 15      49        49     2,000    45,315    21,916     21,916    271,916       21,762      21,762    271,762
 16      50        50     2,000    49,681    23,414     23,414    273,414       23,202      23,202    273,202
 17      51        51     2,000    54,265    24,890     24,890    274,890       24,608      24,608    274,608
 18      52        52     2,000    59,078    26,344     26,344    276,344       25,974      25,974    275,974
 19      53        53     2,000    64,132    27,776     27,776    277,776       27,298      27,298    277,298
 20      54        54     2,000    69,439    29,187     29,187    279,187       28,577      28,577    278,577
 21      55        55     2,000    75,010    30,603     30,603    280,603       29,833      29,833    279,833
 22      56        56     2,000    80,861    31,996     31,996    281,996       31,035      31,035    281,035
 23      57        57     2,000    87,004    33,366     33,366    283,366       32,174      32,174    282,174
 24      58        58     2,000    93,454    34,710     34,710    284,710       33,246      33,246    283,246
 25      59        59     2,000   100,227    36,022     36,022    286,022       34,243      34,243    284,243
 26      60        60     2,000   107,338    37,305     37,305    287,305       35,153      35,153    285,153
 27      61        61     2,000   114,805    38,550     38,550    288,550       35,963      35,963    285,963
 28      62        62     2,000   122,645    39,759     39,759    289,759       36,656      36,656    286,656
 29      63        63     2,000   130,878    40,923     40,923    290,923       37,206      37,206    287,206
 30      64        64     2,000   139,522    42,040     42,040    292,040       37,585      37,585    287,585
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  48
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                 MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                              EMALE PREFERRED NONSMOKER AGE 35
                                                                                     ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>

  1      35        35     2,000     2,100     1,042      1,334    251,334        1,042       1,334    251,334
  2      36        36     2,000     4,305     2,738      3,030    253,030        2,738       3,030    253,030
  3      37        37     2,000     6,620     4,513      4,806    254,806        4,513       4,806    254,806
  4      38        38     2,000     9,051     6,369      6,661    256,661        6,369       6,661    256,661
  5      39        39     2,000    11,604     8,308      8,601    258,601        8,308       8,601    258,601
  6      40        40     2,000    14,284    10,369     10,629    260,629       10,369      10,629    260,629
  7      41        41     2,000    17,098    12,551     12,746    262,746       12,551      12,746    262,746
  8      42        42     2,000    20,053    14,829     14,959    264,959       14,829      14,959    264,959
  9      43        43     2,000    23,156    17,210     17,275    267,275       17,206      17,271    267,271
 10      44        44     2,000    26,414    19,696     19,696    269,696       19,683      19,683    269,683
 11      45        45     2,000    29,834    22,521     22,521    272,521       22,495      22,495    272,495
 12      46        46     2,000    33,426    25,481     25,481    275,481       25,433      25,433    275,433
 13      47        47     2,000    37,197    28,582     28,582    278,582       28,501      28,501    278,501
 14      48        48     2,000    41,157    31,827     31,827    281,827       31,705      31,705    281,705
 15      49        49     2,000    45,315    35,226     35,226    285,226       35,050      35,050    285,050
 16      50        50     2,000    49,681    38,785     38,785    288,785       38,538      38,538    288,538
 17      51        51     2,000    54,265    42,509     42,509    292,509       42,175      42,175    292,175
 18      52        52     2,000    59,078    46,406     46,406    296,406       45,962      45,962    295,962
 19      53        53     2,000    64,132    50,486     50,486    300,486       49,905      49,905    299,905
 20      54        54     2,000    69,439    54,756     54,756    304,756       54,005      54,005    304,005
 21      55        55     2,000    75,010    59,278     59,278    309,278       58,318      58,318    308,318
 22      56        56     2,000    80,861    64,013     64,013    314,013       62,800      62,800    312,800
 23      57        57     2,000    87,004    68,972     68,972    318,972       67,450      67,450    317,450
 24      58        58     2,000    93,454    74,159     74,159    324,159       72,269      72,269    322,269
 25      59        59     2,000   100,227    79,584     79,584    329,584       77,260      77,260    327,260
 26      60        60     2,000   107,338    85,257     85,257    335,257       82,414      82,414    332,414
 27      61        61     2,000   114,805    91,183     91,183    341,183       87,728      87,728    337,728
 28      62        62     2,000   122,645    97,374     97,374    347,374       93,188      93,188    343,188
 29      63        63     2,000   130,878   103,835    103,835    353,835       98,776      98,776    348,776
 30      64        64     2,000   139,522   110,576    110,576    360,576      104,465     104,465    354,465
</TABLE>

CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  49
<PAGE>
<PAGE>
<TABLE>
                                  GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION B)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100     1,132      1,424    251,424        1,132       1,424    251,424
  2      36        36     2,000     4,305     3,019      3,311    253,311        3,019       3,311    253,311
  3      37        37     2,000     6,620     5,107      5,399    255,399        5,107       5,399    255,399
  4      38        38     2,000     9,051     7,415      7,708    257,708        7,415       7,708    257,708
  5      39        39     2,000    11,604     9,967     10,260    260,260        9,967      10,260    260,260
  6      40        40     2,000    14,284    12,821     13,081    263,081       12,821      13,081    263,081
  7      41        41     2,000    17,098    16,004     16,199    266,199       16,004      16,199    266,199
  8      42        42     2,000    20,053    19,516     19,646    269,646       19,516      19,646    269,646
  9      43        43     2,000    23,156    23,395     23,460    273,460       23,391      23,456    273,456
 10      44        44     2,000    26,414    27,677     27,677    277,677       27,664      27,664    277,664
 11      45        45     2,000    29,834    32,654     32,654    282,654       32,627      32,627    282,627
 12      46        46     2,000    33,426    38,168     38,168    288,168       38,116      38,116    288,116
 13      47        47     2,000    37,197    44,275     44,275    294,275       44,185      44,185    294,185
 14      48        48     2,000    41,157    51,035     51,035    301,035       50,898      50,898    300,898
 15      49        49     2,000    45,315    58,523     58,523    308,523       58,320      58,320    308,320
 16      50        50     2,000    49,681    66,814     66,814    316,814       66,526      66,526    316,526
 17      51        51     2,000    54,265    75,994     75,994    325,994       75,597      75,597    325,597
 18      52        52     2,000    59,078    86,158     86,158    336,158       85,622      85,622    335,622
 19      53        53     2,000    64,132    97,413     97,413    347,413       96,700      96,700    346,700
 20      54        54     2,000    69,439   109,876    109,876    359,876      108,940     108,940    358,940
 21      55        55     2,000    75,010   123,786    123,786    373,786      122,569     122,569    372,569
 22      56        56     2,000    80,861   139,198    139,198    389,198      137,637     137,637    387,637
 23      57        57     2,000    87,004   156,279    156,279    406,279      154,291     154,291    404,291
 24      58        58     2,000    93,454   175,204    175,204    425,204      172,698     172,698    422,698
 25      59        59     2,000   100,227   196,170    196,170    446,170      193,039     193,039    443,039
 26      60        60     2,000   107,338   219,399    219,399    469,399      215,511     215,511    465,511
 27      61        61     2,000   114,805   245,129    245,129    495,129      240,330     240,330    490,330
 28      62        62     2,000   122,645   273,632    273,632    523,632      267,732     267,732    517,732
 29      63        63     2,000   130,878   305,201    305,201    555,201      297,971     297,971    547,971
 30      64        64     2,000   139,522   340,165    340,165    590,165      331,321     331,321    581,321
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  50

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100       952      1,245    250,000          952       1,245    250,000
  2      36        36     2,000     4,305     2,468      2,761    250,000        2,468       2,761    250,000
  3      37        37     2,000     6,620     3,964      4,257    250,000        3,964       4,257    250,000
  4      38        38     2,000     9,051     5,438      5,731    250,000        5,438       5,731    250,000
  5      39        39     2,000    11,604     6,890      7,182    250,000        6,890       7,182    250,000
  6      40        40     2,000    14,284     8,353      8,613    250,000        8,353       8,613    250,000
  7      41        41     2,000    17,098     9,824     10,019    250,000        9,824      10,019    250,000
  8      42        42     2,000    20,053    11,274     11,404    250,000       11,274      11,404    250,000
  9      43        43     2,000    23,156    12,705     12,770    250,000       12,702      12,767    250,000
 10      44        44     2,000    26,414    14,115     14,115    250,000       14,104      14,104    250,000
 11      45        45     2,000    29,834    15,718     15,718    250,000       15,695      15,695    250,000
 12      46        46     2,000    33,426    17,301     17,301    250,000       17,261      17,261    250,000
 13      47        47     2,000    37,197    18,866     18,866    250,000       18,798      18,798    250,000
 14      48        48     2,000    41,157    20,407     20,407    250,000       20,307      20,307    250,000
 15      49        49     2,000    45,315    21,929     21,929    250,000       21,787      21,787    250,000
 16      50        50     2,000    49,681    23,430     23,430    250,000       23,235      23,235    250,000
 17      51        51     2,000    54,265    24,909     24,909    250,000       24,651      24,651    250,000
 18      52        52     2,000    59,078    26,366     26,366    250,000       26,030      26,030    250,000
 19      53        53     2,000    64,132    27,802     27,802    250,000       27,371      27,371    250,000
 20      54        54     2,000    69,439    29,218     29,218    250,000       28,669      28,669    250,000
 21      55        55     2,000    75,010    30,641     30,641    250,000       29,951      29,951    250,000
 22      56        56     2,000    80,861    32,041     32,041    250,000       31,185      31,185    250,000
 23      57        57     2,000    87,004    33,420     33,420    250,000       32,363      32,363    250,000
 24      58        58     2,000    93,454    34,774     34,774    250,000       33,481      33,481    250,000
 25      59        59     2,000   100,227    36,099     36,099    250,000       34,536      34,536    250,000
 26      60        60     2,000   107,338    37,397     37,397    250,000       35,515      35,515    250,000
 27      61        61     2,000   114,805    38,662     38,662    250,000       36,409      36,409    250,000
 28      62        62     2,000   122,645    39,895     39,895    250,000       37,202      37,202    250,000
 29      63        63     2,000   130,878    41,088     41,088    250,000       37,875      37,875    250,000
 30      64        64     2,000   139,522    42,241     42,241    250,000       38,403      38,403    250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  51

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100     1,042      1,334    250,000        1,042       1,334    250,000
  2      36        36     2,000     4,305     2,738      3,030    250,000        2,738       3,030    250,000
  3      37        37     2,000     6,620     4,513      4,806    250,000        4,513       4,806    250,000
  4      38        38     2,000     9,051     6,369      6,661    250,000        6,369       6,661    250,000
  5      39        39     2,000    11,604     8,309      8,601    250,000        8,309       8,601    250,000
  6      40        40     2,000    14,284    10,369     10,629    250,000       10,369      10,629    250,000
  7      41        41     2,000    17,098    12,552     12,747    250,000       12,552      12,747    250,000
  8      42        42     2,000    20,053    14,832     14,962    250,000       14,832      14,962    250,000
  9      43        43     2,000    23,156    17,279     17,279    250,000       17,211      17,276    250,000
 10      44        44     2,000    26,414    19,702     19,702    250,000       19,690      19,690    250,000
 11      45        45     2,000    29,834    22,529     22,529    250,000       22,506      22,506    250,000
 12      46        46     2,000    33,426    25,492     25,492    250,000       25,449      25,449    250,000
 13      47        47     2,000    37,197    28,596     28,596    250,000       28,523      28,523    250,000
 14      48        48     2,000    41,157    31,845     31,845    250,000       31,736      31,736    250,000
 15      49        49     2,000    45,315    35,249     35,249    250,000       35,092      35,092    250,000
 16      50        50     2,000    49,681    38,813     38,813    250,000       38,597      38,597    250,000
 17      51        51     2,000    54,265    42,544     42,544    250,000       42,255      42,255    250,000
 18      52        52     2,000    59,078    46,450     46,450    250,000       46,070      46,070    250,000
 19      53        53     2,000    64,132    50,540     50,540    250,000       50,048      50,048    250,000
 20      54        54     2,000    69,439    54,823     54,823    250,000       54,195      54,195    250,000
 21      55        55     2,000    75,010    59,361     59,361    250,000       58,570      58,570    250,000
 22      56        56     2,000    80,861    64,116     64,116    250,000       63,130      63,130    250,000
 23      57        57     2,000    87,004    69,098     69,098    250,000       67,881      67,881    250,000
 24      58        58     2,000    93,454    74,315     74,315    250,000       72,828      72,828    250,000
 25      59        59     2,000   100,227    79,778     79,778    250,000       77,980      77,980    250,000
 26      60        60     2,000   107,338    85,498     85,498    250,000       83,338      83,338    250,000
 27      61        61     2,000   114,805    91,484     91,484    250,000       88,909      88,909    250,000
 28      62        62     2,000   122,645    97,751     97,751    250,000       94,695      94,695    250,000
 29      63        63     2,000   130,878   104,309    104,309    250,000      100,695     100,695    250,000
 30      64        64     2,000   139,522   111,171    111,171    250,000      106,910     106,910    250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  52
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                                  FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 35
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 35
                                                                                      ANNUAL PREMIUM = $2,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      35        35     2,000     2,100     1,132      1,424    250,000        1,132       1,424    250,000
  2      36        36     2,000     4,305     3,019      3,311    250,000        3,019       3,311    250,000
  3      37        37     2,000     6,620     5,107      5,399    250,000        5,107       5,399    250,000
  4      38        38     2,000     9,051     7,415      7,708    250,000        7,415       7,708    250,000
  5      39        39     2,000    11,604     9,968     10,260    250,000        9,968      10,260    250,000
  6      40        40     2,000    14,284    12,822     13,082    250,000       12,822      13,082    250,000
  7      41        41     2,000    17,098    16,006     16,201    250,000       16,006      16,201    250,000
  8      42        42     2,000    20,053    19,520     19,650    250,000       19,520      19,650    250,000
  9      43        43     2,000    23,156    23,401     23,466    250,000       23,397      23,462    250,000
 10      44        44     2,000    26,414    27,686     27,686    250,000       27,675      27,675    250,000
 11      45        45     2,000    29,834    32,667     32,667    250,000       32,643      32,643    250,000
 12      46        46     2,000    33,426    38,185     38,185    250,000       38,140      38,140    250,000
 13      47        47     2,000    37,197    44,297     44,297    250,000       44,221      44,221    250,000
 14      48        48     2,000    41,157    51,065     51,065    250,000       50,950      50,950    250,000
 15      49        49     2,000    45,315    58,563     58,563    250,000       58,395      58,395    250,000
 16      50        50     2,000    49,681    66,866     66,866    250,000       66,633      66,633    250,000
 17      51        51     2,000    54,265    76,062     76,062    265,455       75,747      75,747    264,357
 18      52        52     2,000    59,078    86,242     86,242    289,714       85,819      85,819    288,293
 19      53        53     2,000    64,132    97,514     97,514    315,350       96,947      96,947    313,518
 20      54        54     2,000    69,439   109,993    109,993    342,486      109,237     109,237    340,132
 21      55        55     2,000    75,010   123,919    123,919    371,570      122,914     122,914    368,558
 22      56        56     2,000    80,861   139,346    139,346    402,445      138,023     138,023    398,623
 23      57        57     2,000    87,004   156,438    156,438    435,274      154,702     154,702    430,443
 24      58        58     2,000    93,454   175,371    175,371    470,204      173,111     173,111    464,146
 25      59        59     2,000   100,227   196,336    196,336    507,372      193,422     193,422    499,841
 26      60        60     2,000   107,338   219,555    219,555    546,999      215,814     215,814    537,680
 27      61        61     2,000   114,805   245,258    245,258    589,258      240,487     240,487    577,795
 28      62        62     2,000   122,645   273,714    273,714    634,386      267,650     267,650    620,332
 29      63        63     2,000   130,878   305,205    305,205    682,622      297,522     297,522    665,438
 30      64        64     2,000   139,522   340,053    340,053    734,243      330,334     330,334    713,256
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  53

<PAGE>
<PAGE>
<TABLE>
                                  GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)


<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>        <C>        <C>       <C>           <C>         <C>       <C>
  1      50        50     4,000     4,200     2,147      2,822    250,000        2,147       2,822    250,000
  2      51        51     4,000     8,610     5,294      5,969    250,000        5,294       5,969    250,000
  3      52        52     4,000    13,241     8,398      9,073    250,000        8,385       9,060    250,000
  4      53        53     4,000    18,103    11,458     12,133    250,000       11,419      12,094    250,000
  5      54        54     4,000    23,208    14,477     15,152    250,000       14,393      15,068    250,000
  6      55        55     4,000    28,568    17,528     18,128    250,000       17,377      17,977    250,000
  7      56        56     4,000    34,196    20,614     21,064    250,000       20,367      20,817    250,000
  8      57        57     4,000    40,106    23,656     23,956    250,000       23,285      23,585    250,000
  9      58        58     4,000    46,312    26,655     26,805    250,000       26,126      26,276    250,000
 10      59        59     4,000    52,827    29,610     29,610    250,000       28,886      28,886    250,000
 11      60        60     4,000    59,669    32,866     32,866    250,000       31,899      31,899    250,000
 12      61        61     4,000    66,852    36,071     36,071    250,000       34,812      34,812    250,000
 13      62        62     4,000    74,395    39,227     39,227    250,000       37,609      37,609    250,000
 14      63        63     4,000    82,314    42,326     42,326    250,000       40,277      40,277    250,000
 15      64        64     4,000    90,630    45,370     45,370    250,000       42,794      42,794    250,000
 16      65        65     4,000    99,361    48,335     48,335    250,000       45,138      45,138    250,000
 17      66        66     4,000   108,530    51,233     51,233    250,000       47,290      47,290    250,000
 18      67        67     4,000   118,156    54,056     54,056    250,000       49,228      49,228    250,000
 19      68        68     4,000   128,264    56,798     56,798    250,000       50,928      50,928    250,000
 20      69        69     4,000   138,877    59,449     59,449    250,000       52,361      52,361    250,000
 21      70        70     4,000   150,021    62,065     62,065    250,000       53,539      53,539    250,000
 22      71        71     4,000   161,722    64,572     64,572    250,000       54,334      54,334    250,000
 23      72        72     4,000   174,008    66,955     66,955    250,000       54,701      54,701    250,000
 24      73        73     4,000   186,908    69,196     69,196    250,000       54,525      54,525    250,000
 25      74        74     4,000   200,454    71,273     71,273    250,000       53,687      53,687    250,000
 26      75        75     4,000   214,677    73,159     73,159    250,000       52,062      52,062    250,000
 27      76        76     4,000   229,610    74,819     74,819    250,000       49,511      49,511    250,000
 28      77        77     4,000   245,291    76,213     76,213    250,000       45,877      45,877    250,000
 29      78        78     4,000   261,755    77,289     77,289    250,000       40,978      40,978    250,000
 30      79        79     4,000   279,043    77,990     77,990    250,000       34,581      34,581    250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  54
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,337      3,012    250,000        2,337       3,012    250,000
  2      51        51     4,000     8,610     5,868      6,543    250,000        5,868       6,543    250,000
  3      52        52     4,000    13,241     9,563     10,238    250,000        9,550      10,225    250,000
  4      53        53     4,000    18,103    13,427     14,102    250,000       13,387      14,062    250,000
  5      54        54     4,000    23,208    17,473     18,148    250,000       17,382      18,057    250,000
  6      55        55     4,000    28,568    21,778     22,378    250,000       21,615      22,215    250,000
  7      56        56     4,000    34,196    26,357     26,807    250,000       26,087      26,537    250,000
  8      57        57     4,000    40,106    31,136     31,436    250,000       30,727      31,027    250,000
  9      58        58     4,000    46,312    36,129     36,279    250,000       35,538      35,688    250,000
 10      59        59     4,000    52,827    41,342     41,342    250,000       40,524      40,524    250,000
 11      60        60     4,000    59,669    47,160     47,160    250,000       46,059      46,059    250,000
 12      61        61     4,000    66,852    53,245     53,245    250,000       51,801      51,801    250,000
 13      62        62     4,000    74,395    59,614     59,614    250,000       57,748      57,748    250,000
 14      63        63     4,000    82,314    66,270     66,270    250,000       63,897      63,897    250,000
 15      64        64     4,000    90,630    73,231     73,231    250,000       70,244      70,244    250,000
 16      65        65     4,000    99,361    80,489     80,489    250,000       76,783      76,783    250,000
 17      66        66     4,000   108,530    88,071     88,071    250,000       83,512      83,512    250,000
 18      67        67     4,000   118,156    95,987     95,987    250,000       90,432      90,432    250,000
 19      68        68     4,000   128,264   104,251    104,251    250,000       97,542      97,542    250,000
 20      69        69     4,000   138,877   112,875    112,875    250,000      104,845     104,845    250,000
 21      70        70     4,000   150,021   121,991    121,991    250,000      112,444     112,444    250,000
 22      71        71     4,000   161,722   131,513    131,513    250,000      120,223     120,223    250,000
 23      72        72     4,000   174,008   141,460    141,460    250,000      128,196     128,196    250,000
 24      73        73     4,000   186,908   151,852    151,852    250,000      136,338     136,338    250,000
 25      74        74     4,000   200,454   162,715    162,715    250,000      144,644     144,644    250,000
 26      75        75     4,000   214,677   174,076    174,076    250,000      153,123     153,123    250,000
 27      76        76     4,000   229,610   185,971    185,971    250,000      161,805     161,805    250,000
 28      77        77     4,000   245,291   198,445    198,445    250,000      170,739     170,739    250,000
 29      78        78     4,000   261,755   211,554    211,554    250,000      179,999     179,999    250,000
 30      79        79     4,000   279,043   225,377    225,377    250,000      189,682     189,682    250,000
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  55

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION A)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,527      3,202    250,000        2,527       3,202    250,000
  2      51        51     4,000     8,610     6,465      7,140    250,000        6,465       7,140    250,000
  3      52        52     4,000    13,241    10,823     11,498    250,000       10,809      11,484    250,000
  4      53        53     4,000    18,103    15,642     16,317    250,000       15,599      16,274    250,000
  5      54        54     4,000    23,208    20,976     21,651    250,000       20,880      21,555    250,000
  6      55        55     4,000    28,568    26,950     27,550    250,000       26,775      27,375    250,000
  7      56        56     4,000    34,196    33,630     34,080    250,000       33,336      33,786    250,000
  8      57        57     4,000    40,106    41,000     41,300    250,000       40,550      40,850    250,000
  9      58        58     4,000    46,312    49,139     49,289    250,000       48,482      48,632    250,000
 10      59        59     4,000    52,827    58,125     58,125    250,000       57,207      57,207    250,000
 11      60        60     4,000    59,669    68,459     68,459    250,000       67,213      67,213    250,000
 12      61        61     4,000    66,852    79,897     79,897    250,000       78,253      78,253    250,000
 13      62        62     4,000    74,395    92,563     92,563    250,000       90,433      90,433    250,000
 14      63        63     4,000    82,314   106,583    106,583    250,000      103,875     103,875    250,000
 15      64        64     4,000    90,630   122,107    122,107    250,000      118,715     118,715    250,000
 16      65        65     4,000    99,361   139,284    139,284    250,000      135,112     135,112    250,000
 17      66        66     4,000   108,530   158,307    158,307    250,000      153,251     153,251    250,000
 18      67        67     4,000   118,156   179,380    179,380    250,000      173,350     173,350    250,000
 19      68        68     4,000   128,264   202,732    202,732    250,000      195,666     195,666    250,000
 20      69        69     4,000   138,877   228,616    228,616    265,194      220,496     220,496    255,775
 21      70        70     4,000   150,021   257,506    257,506    296,131      248,216     248,216    285,449
 22      71        71     4,000   161,722   289,521    289,521    327,158      278,888     278,888    315,143
 23      72        72     4,000   174,008   325,000    325,000    360,750      312,838     312,838    347,250
 24      73        73     4,000   186,908   364,323    364,323    397,112      350,430     350,430    381,969
 25      74        74     4,000   200,454   407,913    407,913    436,467      392,084     392,084    419,530
 26      75        75     4,000   214,677   456,244    456,244    479,056      438,290     438,290    460,205
 27      76        76     4,000   229,610   509,781    509,781    535,270      489,344     489,344    513,811
 28      77        77     4,000   245,291   569,075    569,075    597,529      545,725     545,725    573,011
 29      78        78     4,000   261,755   634,728    634,728    666,464      607,953     607,953    638,351
 30      79        79     4,000   279,043   707,402    707,402    742,772      676,592     676,592    710,421
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  56
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                 MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                             FEMALE PREFERRED NONSMOKER AGE 50
                                                                                     ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,147      2,822    252,822        2,147       2,822    252,822
  2      51        51     4,000     8,610     5,294      5,969    255,969        5,294       5,969    255,969
  3      52        52     4,000    13,241     8,397      9,072    259,072        8,383       9,058    259,058
  4      53        53     4,000    18,103    11,456     12,131    262,131       11,415      12,090    262,090
  5      54        54     4,000    23,208    14,474     15,149    265,149       14,384      15,059    265,059
  6      55        55     4,000    28,568    17,523     18,123    268,123       17,361      17,961    267,961
  7      56        56     4,000    34,196    20,607     21,057    271,057       20,340      20,790    270,790
  8      57        57     4,000    40,106    23,645     23,945    273,945       23,242      23,542    273,542
  9      58        58     4,000    46,312    26,640     26,790    276,790       26,060      26,210    276,210
 10      59        59     4,000    52,827    29,590     29,590    279,590       28,788      28,788    278,788
 11      60        60     4,000    59,669    32,840     32,840    282,840       31,759      31,759    281,759
 12      61        61     4,000    66,852    36,035     36,035    286,035       34,614      34,614    284,614
 13      62        62     4,000    74,395    39,179     39,179    289,179       37,334      37,334    287,334
 14      63        63     4,000    82,314    42,261     42,261    292,261       39,900      39,900    289,900
 15      64        64     4,000    90,630    45,283     45,283    295,283       42,284      42,284    292,284
 16      65        65     4,000    99,361    48,215     48,215    298,215       44,455      44,455    294,455
 17      66        66     4,000   108,530    51,068     51,068    301,068       46,387      46,387    296,387
 18      67        67     4,000   118,156    53,834     53,834    303,834       48,048      48,048    298,048
 19      68        68     4,000   128,264    56,502     56,502    306,502       49,404      49,404    299,404
 20      69        69     4,000   138,877    59,057     59,057    309,057       50,417      50,417    300,417
 21      70        70     4,000   150,021    61,549     61,549    311,549       51,082      51,082    301,082
 22      71        71     4,000   161,722    63,899     63,899    313,899       51,249      51,249    301,249
 23      72        72     4,000   174,008    66,083     66,083    316,083       50,865      50,865    300,865
 24      73        73     4,000   186,908    68,071     68,071    318,071       49,785      49,785    299,785
 25      74        74     4,000   200,454    69,832     69,832    319,832       47,870      47,870    297,870
 26      75        75     4,000   214,677    71,320     71,320    321,320       44,987      44,987    294,987
 27      76        76     4,000   229,610    72,485     72,485    322,485       41,001      41,001    291,001
 28      77        77     4,000   245,291    73,262     73,262    323,262       35,779      35,779    285,779
 29      78        78     4,000   261,755    73,572     73,572    323,572       29,192      29,192    279,192
 30      79        79     4,000   279,043    73,333     73,333    323,333       21,090      21,090    271,090
</TABLE>



CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  57

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)


<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>

  1      50        50     4,000     4,200     2,337      3,012    253,012        2,337       3,012    253,012
  2      51        51     4,000     8,610     5,867      6,542    256,542        5,867       6,542    256,542
  3      52        52     4,000    13,241     9,562     10,237    260,237        9,548      10,223    260,223
  4      53        53     4,000    18,103    13,425     14,100    264,100       13,382      14,057    264,057
  5      54        54     4,000    23,208    17,468     18,143    268,143       17,372      18,047    268,047
  6      55        55     4,000    28,568    21,771     22,371    272,371       21,595      22,195    272,195
  7      56        56     4,000    34,196    26,347     26,797    276,797       26,051      26,501    276,501
  8      57        57     4,000    40,106    31,121     31,421    281,421       30,668      30,968    280,968
  9      58        58     4,000    46,312    36,108     36,258    286,258       35,445      35,595    285,595
 10      59        59     4,000    52,827    41,312     41,312    291,312       40,381      40,381    290,381
 11      60        60     4,000    59,669    47,119     47,119    297,119       45,846      45,846    295,846
 12      61        61     4,000    66,852    53,188     53,188    303,188       51,489      51,489    301,489
 13      62        62     4,000    74,395    59,535     59,535    309,535       57,300      57,300    307,300
 14      63        63     4,000    82,314    66,160     66,160    316,160       63,262      63,262    313,262
 15      64        64     4,000    90,630    73,079     73,079    323,079       69,354      69,354    319,354
 16      65        65     4,000    99,361    80,272     80,272    330,272       75,547      75,547    325,547
 17      66        66     4,000   108,530    87,766     87,766    337,766       81,815      81,815    331,815
 18      67        67     4,000   118,156    95,562     95,562    345,562       88,128      88,128    338,128
 19      68        68     4,000   128,264   103,664    103,664    353,664       94,449      94,449    344,449
 20      69        69     4,000   138,877   112,071    112,071    362,071      100,734     100,734    350,734
 21      70        70     4,000   150,021   120,896    120,896    370,896      107,021     107,021    357,021
 22      71        71     4,000   161,722   130,035    130,035    380,035      113,110     113,110    363,110
 23      72        72     4,000   174,008   139,473    139,473    389,473      118,928     118,928    368,928
 24      73        73     4,000   186,908   149,196    149,196    399,196      124,308     124,308    374,308
 25      74        74     4,000   200,454   159,181    159,181    409,181      129,076     129,076    379,076
 26      75        75     4,000   214,677   169,392    169,392    419,392      133,057     133,057    383,057
 27      76        76     4,000   229,610   179,784    179,784    429,784      136,059     136,059    386,059
 28      77        77     4,000   245,291   190,295    190,295    440,295      137,889     137,889    387,889
 29      78        78     4,000   261,755   200,848    200,848    450,848      138,340     138,340    388,340
 30      79        79     4,000   279,043   211,352    211,352    461,352      137,175     137,175    387,175
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  58
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION B)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,527      3,202    253,202        2,527       3,202    253,202
  2      51        51     4,000     8,610     6,465      7,140    257,140        6,465       7,140    257,140
  3      52        52     4,000    13,241    10,821     11,496    261,496       10,807      11,482    261,482
  4      53        53     4,000    18,103    15,639     16,314    266,314       15,593      16,268    266,268
  5      54        54     4,000    23,208    20,970     21,645    271,645       20,867      21,542    271,542
  6      55        55     4,000    28,568    26,941     27,541    277,541       26,750      27,350    277,350
  7      56        56     4,000    34,196    33,616     34,066    284,066       33,290      33,740    283,740
  8      57        57     4,000    40,106    40,980     41,280    291,280       40,470      40,770    290,770
  9      58        58     4,000    46,312    49,109     49,259    299,259       48,351      48,501    298,501
 10      59        59     4,000    52,827    58,081     58,081    308,081       56,998      56,998    306,998
 11      60        60     4,000    59,669    68,396     68,396    318,396       66,889      66,889    316,889
 12      61        61     4,000    66,852    79,806     79,806    329,806       77,760      77,760    327,760
 13      62        62     4,000    74,395    92,433     92,433    342,433       89,698      89,698    339,698
 14      63        63     4,000    82,314   106,395    106,395    356,395      102,792     102,792    352,792
 15      64        64     4,000    90,630   121,837    121,837    371,837      117,137     117,137    367,137
 16      65        65     4,000    99,361   138,886    138,886    388,886      132,831     132,831    382,831
 17      66        66     4,000   108,530   157,726    157,726    407,726      149,990     149,990    399,990
 18      67        67     4,000   118,156   178,540    178,540    428,540      168,734     168,734    418,734
 19      68        68     4,000   128,264   201,526    201,526    451,526      189,195     189,195    439,195
 20      69        69     4,000   138,877   226,904    226,904    476,904      211,514     211,514    461,514
 21      70        70     4,000   150,021   255,146    255,146    505,146      236,038     236,038    486,038
 22      71        71     4,000   161,722   286,337    286,337    536,337      262,709     262,709    512,709
 23      72        72     4,000   174,008   320,770    320,770    570,770      291,697     291,697    541,697
 24      73        73     4,000   186,908   358,766    358,766    608,766      323,094     323,094    573,094
 25      74        74     4,000   200,454   400,675    400,675    650,675      357,008     357,008    607,008
 26      75        75     4,000   214,677   446,872    446,872    696,872      393,563     393,563    643,563
 27      76        76     4,000   229,610   497,767    497,767    747,767      432,890     432,890    682,890
 28      77        77     4,000   245,291   553,799    553,799    803,799      475,141     475,141    725,141
 29      78        78     4,000   261,755   615,439    615,439    865,439      520,485     520,485    770,485
 30      79        79     4,000   279,043   683,206    683,206    933,206      569,083     569,083    819,083
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  59

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 0.00% (NET RATE OF -1.33%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,147      2,822    250,000        2,147       2,822    250,000
  2      51        51     4,000     8,610     5,294      5,969    250,000        5,294       5,969    250,000
  3      52        52     4,000    13,241     8,398      9,073    250,000        8,385       9,060    250,000
  4      53        53     4,000    18,103    11,458     12,133    250,000       11,419      12,094    250,000
  5      54        54     4,000    23,208    14,477     15,152    250,000       14,393      15,068    250,000
  6      55        55     4,000    28,568    17,528     18,128    250,000       17,377      17,977    250,000
  7      56        56     4,000    34,196    20,614     21,064    250,000       20,367      20,817    250,000
  8      57        57     4,000    40,106    23,656     23,956    250,000       23,285      23,585    250,000
  9      58        58     4,000    46,312    26,655     26,805    250,000       26,126      26,276    250,000
 10      59        59     4,000    52,827    29,610     29,610    250,000       28,886      28,886    250,000
 11      60        60     4,000    59,669    32,866     32,866    250,000       31,899      31,899    250,000
 12      61        61     4,000    66,852    36,071     36,071    250,000       34,812      34,812    250,000
 13      62        62     4,000    74,395    39,227     39,227    250,000       37,609      37,609    250,000
 14      63        63     4,000    82,314    42,326     42,326    250,000       40,277      40,277    250,000
 15      64        64     4,000    90,630    45,370     45,370    250,000       42,794      42,794    250,000
 16      65        65     4,000    99,361    48,335     48,335    250,000       45,138      45,138    250,000
 17      66        66     4,000   108,530    51,233     51,233    250,000       47,290      47,290    250,000
 18      67        67     4,000   118,156    54,056     54,056    250,000       49,228      49,228    250,000
 19      68        68     4,000   128,264    56,798     56,798    250,000       50,928      50,928    250,000
 20      69        69     4,000   138,877    59,449     59,449    250,000       52,361      52,361    250,000
 21      70        70     4,000   150,021    62,065     62,065    250,000       53,539      53,539    250,000
 22      71        71     4,000   161,722    64,572     64,572    250,000       54,334      54,334    250,000
 23      72        72     4,000   174,008    66,955     66,955    250,000       54,701      54,701    250,000
 24      73        73     4,000   186,908    69,196     69,196    250,000       54,525      54,525    250,000
 25      74        74     4,000   200,454    71,273     71,273    250,000       53,687      53,687    250,000
 26      75        75     4,000   214,677    73,159     73,159    250,000       52,062      52,062    250,000
 27      76        76     4,000   229,610    74,819     74,819    250,000       49,511      49,511    250,000
 28      77        77     4,000   245,291    76,213     76,213    250,000       45,877      45,877    250,000
 29      78        78     4,000   261,755    77,289     77,289    250,000       40,987      40,987    250,000
 30      79        79     4,000   279,043    77,990     77,990    250,000       34,581      34,581    250,000
</TABLE>



CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  60
<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 6.00% (NET RATE OF 4.67%)

<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,337      3,012    250,000        2,337       3,012    250,000
  2      51        51     4,000     8,610     5,868      6,543    250,000        5,868       6,543    250,000
  3      52        52     4,000    13,241     9,563     10,238    250,000        9,550      10,225    250,000
  4      53        53     4,000    18,103    13,427     14,102    250,000       13,387      14,062    250,000
  5      54        54     4,000    23,208    17,473     18,148    250,000       17,382      18,057    250,000
  6      55        55     4,000    28,568    21,778     22,378    250,000       21,615      22,215    250,000
  7      56        56     4,000    34,196    26,357     26,807    250,000       26,087      26,537    250,000
  8      57        57     4,000    40,106    31,136     31,436    250,000       30,727      31,027    250,000
  9      58        58     4,000    46,312    36,129     36,279    250,000       35,538      35,688    250,000
 10      59        59     4,000    52,827    41,342     41,342    250,000       40,524      40,524    250,000
 11      60        60     4,000    59,669    47,160     47,160    250,000       46,059      46,059    250,000
 12      61        61     4,000    66,852    53,245     53,245    250,000       51,801      51,801    250,000
 13      62        62     4,000    74,395    59,614     59,614    250,000       57,748      57,748    250,000
 14      63        63     4,000    82,314    66,270     66,270    250,000       63,897      63,897    250,000
 15      64        64     4,000    90,630    73,231     73,231    250,000       70,244      70,244    250,000
 16      65        65     4,000    99,361    80,489     80,489    250,000       76,783      76,783    250,000
 17      66        66     4,000   108,530    88,071     88,071    250,000       83,512      83,512    250,000
 18      67        67     4,000   118,156    95,987     95,987    250,000       90,432      90,432    250,000
 19      68        68     4,000   128,264   104,251    104,251    250,000       97,542      97,542    250,000
 20      69        69     4,000   138,877   112,875    112,875    250,000      104,845     104,845    250,000
 21      70        70     4,000   150,021   121,991    121,991    250,000      112,444     112,444    250,000
 22      71        71     4,000   161,722   131,513    131,513    250,000      120,223     120,223    250,000
 23      72        72     4,000   174,008   141,460    141,460    250,000      128,196     128,196    250,000
 24      73        73     4,000   186,908   151,852    151,852    250,000      136,338     136,338    250,000
 25      74        74     4,000   200,454   162,706    162,706    256,376      144,644     144,644    250,000
 26      75        75     4,000   214,677   174,002    174,002    266,606      153,123     153,123    250,000
 27      76        76     4,000   229,610   185,742    185,742    277,034      161,805     161,805    250,000
 28      77        77     4,000   245,291   197,928    197,928    287,747      170,739     170,739    250,000
 29      78        78     4,000   261,755   210,557    210,557    298,696      179,913     179,913    255,224
 30      79        79     4,000   279,043   223,630    223,630    309,928      189,162     189,162    262,159
</TABLE>


CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  61

<PAGE>
<PAGE>
<TABLE>
                                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                      FLEXIBLE PREMIUM JOINT AND LAST SURVIVOR VARIABLE LIFE INSURANCE


POLICY FACE AMOUNT: $250,000                                                  MALE PREFERRED NONSMOKER AGE 50
DEATH BENEFIT LEVEL (OPTION C)                                              FEMALE PREFERRED NONSMOKER AGE 50
                                                                                      ANNUAL PREMIUM = $4,000


FOR SEPARATE ACCOUNT ELEVEN A HYPOTHETICAL GROSS ANNUAL RATE OF RETURN OF 12.00% (NET RATE OF 10.67%)


<CAPTION>
                                              ASSUMING CURRENT CHARGES          ASSUMING GUARANTEED CHARGES
                                              ------------------------          ---------------------------
 END                              PREMIUM     CASH                              CASH
 OF                      ANNUAL    ACCUM    SURRENDER    CASH      DEATH      SURRENDER      CASH      DEATH
YEAR     AGE       AGE   PAYMENT    @ 5%      VALUE      VALUE    BENEFIT       VALUE        VALUE    BENEFIT
- -------------------------------------------------------------------------------------------------------------
<S>      <C>       <C>    <C>     <C>       <C>        <C>        <C>          <C>         <C>        <C>
  1      50        50     4,000     4,200     2,527      3,202    250,000        2,527       3,202    250,000
  2      51        51     4,000     8,610     6,465      7,140    250,000        6,465       7,140    250,000
  3      52        52     4,000    13,241    10,823     11,498    250,000       10,809      11,484    250,000
  4      53        53     4,000    18,103    15,642     16,317    250,000       15,599      16,274    250,000
  5      54        54     4,000    23,208    20,976     21,651    250,000       20,880      21,555    250,000
  6      55        55     4,000    28,568    26,950     27,550    250,000       26,775      27,375    250,000
  7      56        56     4,000    34,196    33,630     34,080    250,000       33,336      33,786    250,000
  8      57        57     4,000    40,106    41,000     41,300    250,000       40,550      40,850    250,000
  9      58        58     4,000    46,312    49,139     49,289    250,000       48,482      48,632    250,000
 10      59        59     4,000    52,827    58,125     58,125    250,000       57,207      57,207    250,000
 11      60        60     4,000    59,669    68,459     68,459    250,000       67,213      67,213    250,000
 12      61        61     4,000    66,852    79,897     79,897    250,000       78,253      78,253    250,000
 13      62        62     4,000    74,395    92,563     92,563    250,000       90,433      90,433    250,000
 14      63        63     4,000    82,314   106,583    106,583    250,000      103,875     103,875    250,000
 15      64        64     4,000    90,630   122,104    122,104    266,761      118,710     118,710    259,346
 16      65        65     4,000    99,361   139,259    139,259    293,614      135,019     135,019    284,675
 17      66        66     4,000   108,530   158,228    158,228    322,120      152,914     152,914    311,302
 18      67        67     4,000   118,156   179,194    179,194    352,456      172,527     172,527    339,344
 19      68        68     4,000   128,264   202,360    202,360    384,787      194,004     194,004    368,899
 20      69        69     4,000   138,877   227,947    227,947    419,286      217,498     217,498    400,066
 21      70        70     4,000   150,021   256,431    256,431    456,575      243,382     243,382    433,341
 22      71        71     4,000   161,722   287,898    287,898    496,537      271,619     271,619    468,461
 23      72        72     4,000   174,008   322,641    322,641    539,487      302,394     302,394    505,634
 24      73        73     4,000   186,908   360,981    360,981    585,655      335,837     335,837    544,862
 25      74        74     4,000   200,454   403,268    403,268    635,430      372,088     372,088    586,298
 26      75        75     4,000   214,677   449,873    449,873    689,295      411,298     411,298    630,191
 27      76        76     4,000   229,610   501,198    501,198    747,537      453,636     453,636    676,598
 28      77        77     4,000   245,291   557,672    557,672    810,743      499,285     499,285    725,861
 29      78        78     4,000   261,755   619,749    619,749    879,176      548,456     548,456    778,040
 30      79        79     4,000   279,043   687,925    687,925    953,395      601,362     601,362    833,427
</TABLE>



CURRENT VALUES REFLECT INVESTMENT RESULTS USING CURRENT COST OF
INSURANCE RATES FOR THE EXACT COMBINATION OF PREMIUMS AND BENEFITS
SHOWN.

GUARANTEED VALUES REFLECT INVESTMENT RESULTS USING GUARANTEED COST OF
INSURANCE RATES.

THE HYPOTHETICAL INVESTMENT RATE OF RETURN SHOWN ABOVE IS ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE
RESULTS.  ACTUAL INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN
AND WILL DEPEND UPON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT
ALLOCATION MADE BY THE POLICY OWNER AND THE INVESTMENT RESULTS OF THE
FUNDS SELECTED.  THE CASH VALUE, CASH SURRENDER VALUE AND DEATH BENEFIT
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL RATES OF
RETURN AVERAGED THE RATE SHOWN ABOVE OVER A PERIOD OF YEARS, BUT ALSO
FLUCTUATED ABOVE OR BELOW THAT AVERAGE FOR INDIVIDUAL POLICY YEARS.  NO
REPRESENTATION CAN BE MADE BY THE COMPANY, WALNUT STREET SECURITIES, THE
FUNDS, OR ANY REPRESENTATIVE THEREOF, THAT THIS HYPOTHETICAL RATE OF
RETURN CAN BE ACHIEVED FOR ANY ONE YEAR, OR SUSTAINED OVER ANY PERIOD OF
TIME.

ILLUSTRATED VALUES SHOWN ABOVE ARE AS OF THE END OF THE POLICY YEARS
INDICATED AND ASSUME ANY ADDITIONAL PREMIUMS SHOWN ARE RECEIVED ON THE
POLICY ANNIVERSARIES.  ILLUSTRATED VALUES ASSUME ALL PREMIUM TAXES ARE
PAID BY THE COMPANY.

                                  62
<PAGE>
<PAGE>

                    INDEPENDENT AUDITORS' REPORT


The Board of Directors
General American Life Insurance Company
and Policyholders of General American
Separate Account Eleven:

We have audited the statements of assets and liabilities, including the
schedule of investments, of the S & P 500 Index, Money Market, Bond
Index, Managed Equity, Asset Allocation, International Index, Mid-Cap
Equity, Small-Cap Equity, Equity Income, Growth, Overseas, Asset
Manager, High Income, Worldwide Hard Assets, Worldwide Emerging Markets,
Multi-style Equity, Core Bond, Aggressive Equity, Non-US, Income &
Growth, International, Value, Bond Portfolio, and Small Company
Portfolio  Fund Divisions of General American Separate Account Eleven as
of December 31, 1998, and the related statements of operations and
changes in net assets for each of  the years in the three-year period
then ended.  These financial statements are the responsibility of the
management of General American Separate Account Eleven.  Our
responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  Investments owned as of December 31, 1998 were
verified by audit of the statements of assets and liabilities of the
underlying portfolios of General American Capital Company and
confirmation by correspondence with respect to the Variable Insurance
Products Fund and the Variable Insurance Products Fund II sponsored by
Fidelity Investments, the Van Eck World Wide Insurance Trust sponsored
by Van Eck Associates Corporation, the Russell Insurance Funds sponsored
by Frank Russell Investment Company, the American Century Variable
Portfolios, Inc. sponsored by American Century Investments, and the J.P.
Morgan Series Trust II sponsored by J.P. Morgan Investment Management,
Inc..  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the S & P
500 Index, Money Market, Bond Index, Managed Equity, Asset Allocation,
International Index, Mid-Cap Equity, Small-Cap Equity, Equity Income,
Growth, Overseas, Asset Manager, High Income, Worldwide Hard Assets,
Worldwide Emerging Markets, Multi-Style Equity, Core Bond, Aggressive
Equity, Non-US, Income & Growth, International, Value, Bond Portfolio,
and Small Company Portfolio Fund Divisions of General American Separate
Account Eleven as of December 31, 1998, the results of their operations
and changes in their net assets for each of the years in the three-year
period then ended, in conformity with generally accepted accounting
principles.

                                                               KPMG LLP


St. Louis, Missouri
February 12, 1999
<PAGE>
<PAGE>

INDEPENDENT AUDITORS

     KPMG LLP

If distributed to prospective investors, this report must be preceded or
accompanied by a current prospectus.

The prospectus is incomplete without reference to the financial data
contained in the annual report.


<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF ASSETS AND LIABILITIES
                                                        DECEMBER 31, 1998
<CAPTION>
                                                S & P 500           MONEY             BOND             MANAGED           ASSET
                                                  INDEX             MARKET            INDEX            EQUITY          ALLOCATION
                                              FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION
                                              -------------     -------------     -------------     -------------     -------------
<S>                                            <C>                <C>               <C>               <C>             <C>
Assets:
  Investments in General American
    Capital Company at market value
    (see Schedule of Investments):             $42,444,451        $6,628,249        $5,112,190        $5,524,930       $13,268,875
  Receivable from General American Life
    Insurance Company                                    0           107,338                 0             1,480           164,097
                                               -----------        ----------        ----------        ----------       -----------

      Total assets                              42,444,451         6,735,587         5,112,190         5,526,410        13,432,972
                                               -----------        ----------        ----------        ----------       -----------

Liabilities:
  Payable to General American Life
    Insurance Company                               26,812                 0             5,069                 0                 0
                                               -----------        ----------        ----------        ----------       -----------

        Total net assets                       $42,417,639        $6,735,587        $5,107,121        $5,526,410       $13,432,972
                                               ===========        ==========        ==========        ==========       ===========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account         $11,146,640          $768,757        $2,510,989        $3,090,254       $10,065,676
  Individual Variable General Select Plus
    cash value invested in Separate Account     14,905,053         2,203,471           993,679           919,919         1,576,153
  Individual Variable Universal Life-100
    cash value invested in Separate Account     16,223,085         2,006,416         1,595,932         1,507,725         1,779,055
  Individual Variable Universal Life-98
    cash value invested in Separate Account        141,634         1,515,026             5,640             8,512            12,088
  Joint and Survivor Variable Universal
    Life-98 cash value invested in
    Separate Account                                 1,227           241,917               881                 0                 0
                                               -----------        ----------        ----------        ----------       -----------

        Total net assets                       $42,417,639        $6,735,587        $5,107,121        $5,526,410       $13,432,972
                                               ===========        ==========        ==========        ==========       ===========


Total units held - VUL-95                          244,956            43,796           109,948            96,034           294,610
Total units held - VGSP                            506,304           172,324            70,801            41,050            77,547
Total units held - VUL-100                         587,054           166,596           113,583            68,790            88,353
Total units held - VUL-98                           11,932           149,437               553               714             1,023
Total units held - JSVUL-98                            103            23,862                86                 0                 0


VUL-95 Net unit value                          $     45.50        $    17.55        $    22.84        $    32.18       $     34.17
VGSP Net unit value                            $     29.44        $    12.79        $    14.03        $    22.41       $     20.33
VUL-100 Net unit value                         $     27.63        $    12.04        $    14.05        $    21.92       $     20.14
VUL-98 Net unit value                          $     11.87        $    10.14        $    10.20        $    11.93       $     11.82
JSVUL-98 Net unit value                        $     11.87        $    10.14        $    10.20        $    11.93       $     11.82

Cost of investments                            $34,112,194        $6,811,827        $5,032,544        $5,088,434       $10,932,171



See accompanying notes to the financial statements.                                                                    (continued)
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF ASSETS AND LIABILITIES
                                                        DECEMBER 31, 1998
<CAPTION>
                                               INTERNATIONAL        MID-CAP          SMALL-CAP          EQUITY
                                                   INDEX            EQUITY            EQUITY            INCOME           GROWTH
                                             FUND DIVISION<F*> FUND DIVISION<F**>  FUND DIVISION    FUND DIVISION     FUND DIVISION
                                             ----------------- ------------------  -------------    -------------     -------------
<S>                                             <C>               <C>               <C>              <C>               <C>
Assets:
  Investments in General American
    Capital Company at market value
    (see Schedule of Investments):              $9,923,419        $7,378,489        $2,366,635       $         0       $         0
  Investments in Variable Insurance
    Products Fund, at market value
    (see Schedule of Investments):                       0                 0                 0        20,891,810        35,313,212
  Receivable from General American
    Life Insurance Company                               0                 0             8,077                 0                 0
                                                ----------        ----------        ----------       -----------       -----------

      Total assets                               9,923,419         7,378,489         2,374,712        20,891,810        35,313,212
                                                ----------        ----------        ----------       -----------       -----------

Liabilities:
  Payable to General American Life
    Insurance Company                                6,592               391                 0            61,718            33,792
                                                ----------        ----------        ----------       -----------       -----------

        Total net assets                        $9,916,827        $7,378,098        $2,374,712       $20,830,092       $35,279,420
                                                ==========        ==========        ==========       ===========       ===========

Total net assets represented by:
  Individual Variable Universal
    Life cash value invested in
    Separate Account                            $3,258,118        $3,551,872        $  570,495       $ 7,499,654       $12,082,005
  Individual Variable General Select Plus
    cash value invested in Separate Account      1,255,800         2,194,725           831,378         7,003,503        10,898,957
  Individual Variable Universal Life-100
    cash value invested in Separate Account      1,610,291         1,622,856           964,181         6,299,900        12,251,008
  Individual Variable Universal Life-98
    cash value invested in Separate Account          7,881             6,728             6,856            24,329            46,510
  Joint and Survivor Variable Universal
    Life-98 cash value invested in
    Separate Account                                   925             1,917             1,802             2,706               940
  General American Life Insurance
    Company seed money                           3,783,812                 0                 0                 0                 0
                                                ----------        ----------        ----------       -----------       -----------

        Total net assets                        $9,916,827        $7,378,098        $2,374,712       $20,830,092       $35,279,420
                                                ==========        ==========        ==========       ===========       ===========



Total units held - VUL-95                          174,279           175,383            48,954           304,241           405,378
Total units held - VGSP                             77,550           108,141            71,164           283,014           386,583
Total units held - VUL-100                         117,078            87,742            82,805           295,584           474,406
Total units held - VUL-98                              693               572               619             2,155             3,793
Total units held - JSVUL-98                             81               163               163               240                77
Total units held - Seed Money                      200,000                 0                 0                 0                 0


VUL-95 Net unit value                           $    18.69        $    20.25        $    11.65       $     24.65       $     29.80
VGSP Net unit value                             $    16.19        $    20.30        $    11.68       $     24.75       $     28.19
VUL-100 Net unit value                          $    13.75        $    18.50        $    11.64       $     21.31       $     25.82
VUL-98 Net unit value                           $    11.37        $    11.75        $    11.07       $     11.29       $     12.26
JSVUL-98 Net unit value                         $    11.37        $    11.75        $    11.07       $     11.29       $     12.26

Cost of investments                             $8,625,859        $6,989,184        $2,780,956       $17,860,051       $25,127,661

<FN>
<F*> This fund was formerly known as the International Equity Fund.
<F**> This fund was formerly known as the Special Equity Fund.                                                         (continued)
See accompanying notes to the financial statements.
</TABLE>



<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF ASSETS AND LIABILITIES
                                                        DECEMBER 31, 1998
<CAPTION>

                                                                                                 WORLDWIDE           WORLDWIDE
                                                   OVERSEAS     ASSET MANAGER   HIGH INCOME     HARD ASSETS      EMERGING MARKETS
                                                 FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION<F*>  FUND DIVISION<F**>
                                                 -------------  -------------  -------------  -----------------  ------------------
<S>                                                <C>           <C>            <C>              <C>                  <C>
Assets:
  Investments in Variable Insurance
    Products Fund, at market value
    (see Schedule of Investments):                 $9,971,775    $        0     $2,987,766       $      0             $    0
  Investments in Variable Insurance
    Products Fund II, at market value
    (see Schedule of Investments):                          0     1,235,314              0              0                  0
  Investments in Van Eck Worldwide
    Insurance Trust at market value
    (see Schedule of Investments):                          0             0              0        220,714              1,895
  Receivable from General American
    Life Insurance Company                                683         1,197              0            374                  0
                                                   ----------    ----------     ----------       --------             ------

      Total assets                                  9,972,458     1,236,511      2,987,766        221,088              1,895
                                                   ----------    ----------     ----------       --------             ------

Liabilities:
  Payable to General American Life
    Insurance Company                                       0             0            720              0                 54
                                                   ----------    ----------     ----------       --------             ------

        Total net assets                           $9,972,458    $1,236,511     $2,987,046       $221,088             $1,841
                                                   ==========    ==========     ==========       ========             ======

Total net assets represented by:
  Individual Variable Universal Life
    cash value invested in Separate Account        $4,790,729    $  150,527     $  308,462       $ 79,894             $    0
  Individual Variable General Select Plus
    cash value invested in Separate Account         3,124,788       240,997      1,186,474         19,275                  0
  Individual Variable Universal Life-100
    cash value invested in Separate Account         2,048,669       837,876      1,478,419        121,804                  0
  Individual Variable Universal Life-98
    cash value invested in Separate Account             6,463         7,111         11,903            115              1,841
  Joint and Survivor Variable Universal
    Life-98 cash value invested in
    Separate Account                                    1,809             0          1,788              0                  0
                                                   ----------    ----------     ----------       --------             ------

        Total net assets                           $9,972,458    $1,236,511     $2,987,046       $221,088             $1,841
                                                   ==========    ==========     ==========       ========             ======


Total units held - VUL-95                             247,641         9,111         22,837         10,282                  0
Total units held - VGSP                               180,202        14,512         87,370          2,468                  0
Total units held - VUL-100                            135,925        50,801        109,650         15,703                  0
Total units held - VUL-98                                 583           635          1,134             11                150
Total units held - JSVUL-98                               163             0            170              0                  0


VUL-95 Net unit value                              $    19.35    $    16.52     $    13.51       $   7.77
VGSP Net unit value                                $    17.34    $    16.61     $    13.58       $   7.81
VUL-100 Net unit value                             $    15.07    $    16.49     $    13.48       $   7.76
VUL-98 Net unit value                              $    11.08    $    11.20     $    10.49       $  10.24             $12.25
JSVUL-98 Net unit value                            $    11.08    $    11.20     $    10.49       $  10.24             $12.25

Cost of investments                                $9,073,738    $1,141,806     $3,186,624       $336,322             $1,752

<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.                                           (continued)
<F**>This fund began operations on September 15, 1998.
See accompanying notes to the financial statements.
</TABLE>



<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF ASSETS AND LIABILITIES
                                                        DECEMBER 31, 1998
<CAPTION>

                                                             MULTI-STYLE                         AGGRESSIVE
                                                               EQUITY           CORE BOND          EQUITY            NON-US
                                                            FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                            -------------     -------------     -------------     -------------
<S>                                                          <C>                <C>               <C>               <C>
Assets:
  Investments in Russell Insurance
    Fund at market value
    (see Schedule of Investments):                           $11,401,536        $6,436,407        $3,970,890        $3,417,076
  Receivable from General American Life
    Insurance Company                                            314,026           221,163                 0                 0
                                                             -----------        ----------        ----------        ----------

      Total assets                                            11,715,562         6,657,570         3,970,890         3,417,076
                                                             -----------        ----------        ----------        ----------

Liabilities:
  Payable to General American Life
    Insurance Company                                                  0                 0            13,694             5,195
                                                             -----------        ----------        ----------        ----------

        Total net assets                                     $11,715,562        $6,657,570        $3,957,196        $3,411,881
                                                             ===========        ==========        ==========        ==========

Total net assets represented by:
  Individual Variable Universal Life cash
    value invested in Separate Account                       $   162,942        $   42,608        $  126,079        $   97,817
  Individual Variable General Select Plus
    cash value invested in Separate Account                    7,755,207         4,669,373         2,326,057         2,166,347
  Individual Variable Universal Life-100
    cash value invested in Separate Account                       79,784             7,159            24,213            14,426
  Russell Variable Universal Life
    cash value invested in Separate Account                    3,666,133         1,928,865         1,438,824         1,121,618
  Individual Variable Universal Life-98
    cash value invested in Separate Account                       46,781             7,902            42,023             9,861
  Joint and Survivor Variable Universal Life-98
    cash value invested in Separate Account                        4,715             1,663                 0             1,812

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

        Total net assets                                     $11,715,562        $6,657,570        $3,957,196        $3,411,881
                                                             ===========        ==========        ==========        ==========


Total units held - VUL-95                                         14,858             4,070            13,892             9,820
Total units held - VGSP                                          473,240           397,602           173,589           187,730
Total units held - VUL-100                                         7,277               684             2,669             1,449
Total units held - Russell VUL                                   223,791           165,315           106,502            99,991
Total units held - VUL-98                                          3,951               779             3,690               869
Total units held - JSVUL-98                                          398               164                 0               160


VUL-95 Net unit value                                         $    10.97        $    10.47        $     9.08        $     9.96
VGSP Net unit value                                           $    16.39        $    11.74        $    13.40        $    11.54
VUL-100 Net unit value                                        $    10.96        $    10.47        $     9.07        $     9.96
Russell VUL Net unit value                                    $    16.38        $    11.67        $    13.51             11.22
VUL-98 Net unit value                                         $    11.84        $    10.14        $    11.40        $    11.34
JSVUL-98 Net unit value                                       $    11.84        $    10.14        $    11.40        $    11.34

Cost of investments                                           $9,896,970        $6,336,863        $3,993,305        $3,256,410


See accompanying notes to the financial statements.                                                                (continued)
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF ASSETS AND LIABILITIES
                                                        DECEMBER 31, 1998
<CAPTION>

                                              INCOME &                                                 BOND        SMALL COMPANY
                                               GROWTH         INTERNATIONAL        VALUE            PORTFOLIO        PORTFOLIO
                                          FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*> FUND DIVISION<F*>
                                          ----------------- ----------------- ----------------- ----------------- -----------------
<S>                                            <C>               <C>               <C>               <C>               <C>
Assets:
  Investments in American Century
    Variable Portfolios, at market value
    (see Schedule of Investments):             $7,422            $  903            $3,280            $    0            $    0
  Investments in J.P. Morgan Series
    Trust II, at market value                       0                 0                 0             3,302             3,242
    (see Schedule of Investments):
  Receivable from General American
    Life Insurance Company                          0                 0               590                 0                 0
                                               ------            ------            ------            ------            ------

      Total assets                              7,422               903             3,870             3,302             3,242
                                               ------            ------            ------            ------            ------

Liabilities:
  Payable to General American Life
    Insurance Company                              62                 0                 0                 1                53
                                               ------            ------            ------            ------            ------

        Total net assets                       $7,360            $  903            $3,870            $3,301            $3,189
                                               ======            ======            ======            ======            ======

Total net assets represented by:
  Individual Variable Universal Life-98
    cash value invested in Separate
    Account                                    $7,360            $  903            $3,870            $3,301            $3,189
                                               ------            ------            ------            ------            ------

        Total net assets                       $7,360            $  903            $3,870            $3,301            $3,189
                                               ======            ======            ======            ======            ======


Total units held - VUL-98                         615                85               357               328               273


VUL-98 Net unit value                          $11.96            $10.63            $10.85            $10.07            $11.66


Cost of investments                            $6,951            $  858            $3,195            $3,299            $3,055



<FN>
<F*> These funds began operations on September 15, 1998.

See accompanying notes to the financial statements.
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                       S & P 500 INDEX                                MONEY MARKET
                                                        FUND DIVISION                                FUND DIVISION
                                       -------------------------------------------      ---------------------------------------
                                          1998              1997           1996           1998           1997           1996
                                       ----------        ----------     ----------      ---------      ---------      ---------
<S>                                    <C>               <C>            <C>             <C>            <C>            <C>
Investment income<F*>                  $       --        $       --     $       --      $      --      $      --      $      --

Expenses:
  Mortality and expense charges -
    VUL-95                                (81,198)          (59,320)       (38,288)        (6,050)        (7,951)        (8,690)
  Mortality and expense charges -
    VGSP                                  (75,004)          (29,674)       (16,887)       (23,497)       (12,872)       (21,323)
  Mortality and expense charges -
    VUL-100                               (89,773)          (36,234)        (9,712)       (15,324)       (13,566)       (10,113)
  Mortality and expense charges -
    Russell VUL                                 0                 0              0           (183)        (1,626)             0
  Mortality and expense charges -
    VUL-98                                    (50)                0              0           (465)             0              0
  Mortality and expense charges -
    JSVUL-98                                    0                 0              0            (85)             0              0
                                       ----------        ----------     ----------      ---------      ---------      ---------
      Total expenses                     (246,025)         (125,228)       (64,887)       (45,604)       (36,015)       (40,126)
                                       ----------        ----------     ----------      ---------      ---------      ---------

Net investment expense                   (246,025)         (125,228)       (64,887)       (45,604)       (36,015)       (40,126)
                                       ----------        ----------     ----------      ---------      ---------      ---------

Net realized gain on investments:
  Realized gain from distributions      2,339,803           913,559        435,253        263,305        121,801        363,544
  Realized gain (loss) on sales           802,928         1,570,537        244,401        172,314       (48,325)         14,173
                                       ----------        ----------     ----------      ---------      ---------      ---------

     Net realized gain on
       investments:                     3,142,731         2,484,096        679,654        435,619         73,476        377,717
                                       ----------        ----------     ----------      ---------      ---------      ---------

Net unrealized gain (loss) on
  investments:
  Unrealized gain (loss) on
    investments, beginning of period    3,509,114         1,982,215        851,246       (72,985)      (256,852)       (158,740)
  Unrealized gain (loss) on
    investments, end of period          8,332,257         3,509,114      1,982,215      (183,578)       (72,985)       (256,852)
                                       ----------        ----------     ----------      ---------      ---------      ---------

      Net unrealized gain (loss)
        on investments                  4,823,143         1,526,899      1,130,969      (110,593)        183,867        (98,112)
                                       ----------        ----------     ----------      ---------      ---------      ---------

        Net gain on investments         7,965,874         4,010,995      1,810,623        325,026        257,343        279,605
                                       ----------        ----------     ----------      ---------      ---------      ---------

Net increase in net assets
  resulting from operations            $7,719,849        $3,885,767     $1,745,736      $ 279,422      $ 221,328      $ 239,479
                                       ==========        ==========     ==========      =========      =========      =========

<FN>
<F*>See Note 2C
                                                                                                                    (continued)
See accompanying notes to the financial statements.
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                               BOND INDEX                             MANAGED EQUITY
                                                              FUND DIVISION                           FUND DIVISION
                                                 ------------------------------------     ------------------------------------
                                                   1998           1997         1996         1998          1997          1996
                                                 --------      ---------    ---------     --------      --------      --------
<S>                                              <C>           <C>          <C>           <C>           <C>           <C>
Investment income<F*>                            $     --      $      --    $      --     $     --      $     --      $     --

Expenses:
  Mortality and expense charges - VUL-95          (19,385)       (14,601)     (11,376)     (23,907)      (20,327)      (16,463)
  Mortality and expense charges - VGSP             (5,292)        (3,943)     (10,234)     (10,512)       (4,370)       (1,751)
  Mortality and expense charges - VUL-100          (8,452)        (4,363)      (1,802)      (5,764)       (4,815)       (1,080)
  Mortality and expense charges - VUL-98               (1)             0            0           (4)            0             0
                                                 --------      ---------    ---------     --------      --------      --------
    Total expenses                                (33,130)       (22,907)     (23,412)     (40,187)      (29,512)      (19,294)
                                                 --------      ---------    ---------     --------      --------      --------

Net investment expense                            (33,130)       (22,907)     (23,412)     (40,187)      (29,512)      (19,294)
                                                 --------      ---------    ---------     --------      --------      --------

Net realized gain (loss) on investments:
  Realized gain from distributions                251,095        165,804      496,106      629,297       251,405       292,621
  Realized gain (loss) on sales                    20,497       (176,276)     (15,797)      71,424        95,532        11,431
                                                 --------      ---------    ---------     --------      --------      --------

     Net realized gain (loss) on investments:     271,592        (10,472)     480,309      700,721       346,937       304,052
                                                 --------      ---------    ---------     --------      --------      --------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                            15,812       (234,659)      19,005      485,000       116,769       (26,912)
  Unrealized gain (loss) on investments,
    end of period                                  79,646         15,812     (234,659)     436,496       485,000       116,769
                                                 --------      ---------    ---------     --------      --------      --------

      Net unrealized gain (loss) on investments    63,834        250,471     (253,664)     (48,504)      368,231       143,681
                                                 --------      ---------    ---------     --------      --------      --------

        Net gain on investments                   335,426        239,999      226,645      652,217       715,168       447,733
                                                 --------      ---------    ---------     --------      --------      --------

Net increase in net assets
  resulting from operations                      $302,296      $ 217,092    $ 203,233     $612,030      $685,656      $428,439
                                                 ========      =========    =========     ========      ========      ========

<FN>
*See Note 2C
                                                                                                                   (continued)
See accompanying notes to the financial statements.
</TABLE>

<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                          ASSET ALLOCATION                         INTERNATIONAL INDEX
                                                           FUND DIVISION                            FUND DIVISION<F*>
                                             --------------------------------------     ----------------------------------------
                                                1998           1997         1996           1998           1997           1996
                                             ----------     ----------   ----------     ----------      ---------       --------
<S>                                          <C>            <C>          <C>            <C>             <C>
Investment income<F**>                       $       --     $       --   $       --     $       --      $      --       $     --

Expenses:
  Mortality and expense charges - VUL-95        (75,604)       (67,466)     (52,462)       (25,562)       (23,446)       (19,773)
  Mortality and expense charges - VGSP           (9,318)        (7,499)      (5,214)        (8,370)        (5,564)        (3,014)
  Mortality and expense charges - VUL-100       (12,005)        (5,279)      (1,078)       (11,491)        (6,468)        (2,475)
  Mortality and expense charges - VUL-98             (2)             0            0             (3)             0              0
  Mortality and expense charges -
    Seed Money                                        0              0            0        (29,672)       (27,476)       (25,684)
                                             ----------     ----------   ----------     ----------      ---------       --------
    Total expenses                              (96,929)       (80,244)     (58,754)       (75,098)       (62,954)       (50,946)
                                             ----------     ----------   ----------     ----------      ---------       --------

Net investment expense                          (96,929)       (80,244)     (58,754)       (75,098)       (62,954)       (50,946)
                                             ----------     ----------   ----------     ----------      ---------       --------

Net realized gain on investments:
  Realized gain from distributions            1,145,796        311,438      554,498        120,664        220,590        164,186
  Realized gain on sales                        230,635        195,821       36,291        220,991        136,741         43,830
                                             ----------     ----------   ----------     ----------      ---------       --------

     Net realized gain on investments:        1,376,431        507,259      590,789        341,655        357,331        208,016
                                             ----------     ----------   ----------     ----------      ---------       --------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                       1,762,536        657,734      197,823         69,016        268,331         40,286
  Unrealized gain on investments,
    end of period                             2,336,704      1,762,536      657,734      1,297,560         69,016        268,331
                                             ----------     ----------   ----------     ----------      ---------       --------

      Net unrealized gain (loss)
        on investments                          574,168      1,104,802      459,911      1,228,544      (199,315)        228,045
                                             ----------     ----------   ----------     ----------      ---------       --------
        Net gain on investments               1,950,599      1,612,061    1,050,700      1,570,199        158,016        436,061
                                             ----------     ----------   ----------     ----------      ---------       --------

Net increase in net assets
  resulting from operations                  $1,853,670     $1,531,817   $  991,946     $1,495,101       $ 95,062       $385,115
                                             ==========     ==========   ==========     ==========      =========       ========


<FN>
<F*>This fund was formerly known as the International Equity Fund.
<F**>See Note 2C                                                                                                     (continued)
See accompanying notes to the financial statements.
</TABLE>


<PAGE>
<PAGE>

<TABLE>
                                   GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                          STATEMENTS OF OPERATIONS
                                YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                          MID-CAP EQUITY                       SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                      FUND DIVISION
                                              --------------------------------------      -------------------------
                                                 1998         1997           1996            1998        1997<F***>
                                              ---------    ----------     ----------      ---------      ----------
<S>                                           <C>          <C>            <C>             <C>            <C>
Investment income<F**>                        $      --    $       --     $       --      $      --      $      --

Expenses:
  Mortality and expense charges - VUL-95        (29,781)      (26,828)       (21,527)        (4,514)          (787)
  Mortality and expense charges - VGSP          (13,465)       (7,567)        (4,349)        (4,623)          (869)
  Mortality and expense charges - VUL-100       (11,694)       (6,142)        (2,084)        (5,535)          (627)
  Mortality and expense charges - VUL-98             (2)            0              0             (2)             0
  Mortality and expense charges - JSVUL-98           (2)            0              0             (2)             0
  Mortality and expense charges -
    Seed Money                                        0             0         (5,213)             0              0
                                              ---------    ----------     ----------      ---------      ---------
    Total expenses                              (54,944)      (40,537)       (33,173)       (14,676)        (2,283)
                                              ---------    ----------     ----------      ---------      ---------

Net investment expense                          (54,944)      (40,537)       (33,173)       (14,676)        (2,283)
                                              ---------    ----------     ----------      ---------      ---------

Net realized gain on investments:
  Realized gain from distributions              208,897       262,603        805,221        112,685        149,353
  Realized gain (loss) on sales                 192,934       188,905        417,832        (67,010)         1,064
                                              ---------    ----------     ----------      ---------      ---------

     Net realized gain on investments:          401,831       451,508      1,223,053         45,675        150,417
                                              ---------    ----------     ----------      ---------      ---------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                         969,578        24,121        464,281       (133,375)             0
  Unrealized gain (loss) on investments,
    end of period                               389,305       969,578         24,121       (414,321)      (133,375)
                                              ---------    ----------     ----------      ---------      ---------

      Net unrealized gain (loss) on
        investments                            (580,273)      945,457       (440,160)      (280,946)      (133,375)
                                              ---------    ----------     ----------      ---------      ---------

        Net gain (loss) on investments         (178,442)    1,396,965        782,893       (235,271)        17,042
                                              ---------    ----------     ----------      ---------      ---------

Net increase (decrease) in net assets
  resulting from operations                   $(233,386)   $1,356,428     $  749,720      $(249,947)     $  14,759
                                              =========    ==========     ==========      =========      =========

<FN>
<F*>This  fund was formerly known as the Special Equity Fund.
<F**>See Note 2C
<F***>The Small-Cap Equity Fund began operations on May 1, 1997.
                                                                                                         (continued)
See accompanying notes to the financial statements.
</TABLE>


<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>

                                                            EQUITY INCOME                                GROWTH
                                                            FUND DIVISION                             FUND DIVISION
                                              ----------------------------------------    -------------------------------------
                                                 1998           1997           1996           1998         1997         1996
                                              ----------     ----------     ----------    -----------   ----------   ----------
<S>                                           <C>            <C>            <C>           <C>           <C>          <C>
Investment income:
  Dividend income                             $  247,254     $  186,680     $    9,260    $   116,859   $   94,061   $   21,639

Expenses:
  Mortality and expense charges - VUL-95         (59,688)       (49,108)       (38,120)       (86,045)     (65,287)     (51,026)
  Mortality and expense charges - VGSP           (42,329)       (27,082)       (13,918)       (56,854)     (37,459)     (19,582)
  Mortality and expense charges - VUL-100        (63,128)       (34,605)       (10,210)       (84,948)     (42,613)     (14,179)
  Mortality and expense charges - VUL-98              (9)             0              0            (12)           0            0
  Mortality and expense charges - JSVUL-98            (2)             0              0              0            0            0
                                              ----------     ----------     ----------    -----------   ----------   ----------
    Total expenses                              (165,156)      (110,795)       (62,248)      (227,859)    (145,359)     (84,787)
                                              ----------     ----------     ----------    -----------   ----------   ----------

Net investment income (expense)                   82,098         75,885        (52,988)      (111,000)     (51,298)     (63,148)
                                              ----------     ----------     ----------    -----------   ----------   ----------

Net realized gain on investments:
  Realized gain from distributions               879,933        938,582        265,454      3,056,780      421,033      546,396
  Realized gain on sales                       1,352,865        310,747        130,118      1,016,065      381,175      254,460
                                              ----------     ----------     ----------    -----------   ----------   ----------

     Net realized gain on investments:         2,232,798      1,249,329        395,572      4,072,845      802,208      800,856
                                              ----------     ----------     ----------    -----------   ----------   ----------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                        3,330,524      1,528,943        868,207      4,728,383    2,039,425    1,501,642
  Unrealized gain on investments,
    end of period                              3,031,759      3,330,524      1,528,943     10,185,551    4,728,383    2,039,425
                                              ----------     ----------     ----------    -----------   ----------   ----------

      Net unrealized gain (loss) on
        investments                             (298,765)     1,801,581        660,736      5,457,168    2,688,958      537,783
                                              ----------     ----------     ----------    -----------   ----------   ----------

        Net gain on investments                1,934,033      3,050,910      1,056,308      9,530,013    3,491,166    1,338,639
                                              ----------     ----------     ----------    -----------   ----------   ----------

Net increase in net assets
  resulting from operations                   $2,016,131     $3,126,795     $1,003,320    $ 9,419,013   $3,439,868   $1,275,491
                                              ==========     ==========     ==========    ===========   ==========   ==========

See accompanying notes to the financial statements.                                                                 (continued)
</TABLE>


<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                             OVERSEAS                               ASSET MANAGER
                                                           FUND DIVISION                            FUND DIVISION
                                               -----------------------------------       -----------------------------------
                                                 1998          1997         1996           1998          1997          1996
                                               --------      --------     --------       --------      -------       -------
<S>                                            <C>           <C>          <C>            <C>           <C>           <C>
Investment income:
  Dividend income                              $163,318      $ 98,942     $ 41,332       $ 21,154      $ 9,219       $ 2,632

Expenses:
  Mortality and expense charges - VUL-95        (38,993)      (32,823)     (24,616)          (806)        (219)         (126)
  Mortality and expense charges - VGSP          (20,879)      (15,095)      (8,371)        (1,194)        (597)         (193)
  Mortality and expense charges - VUL-100       (15,142)       (9,246)      (3,542)        (5,819)      (2,776)       (1,031)
  Mortality and expense charges - VUL-98             (1)            0            0             (4)           0             0
  Mortality and expense charges - JSVUL-98           (2)            0            0              0            0             0
                                               --------      --------     --------       --------      -------       -------
    Total expenses                              (75,017)      (57,164)     (36,529)        (7,823)      (3,592)       (1,350)
                                               --------      --------     --------       --------      -------       -------

Net investment income                            88,301        41,778        4,803         13,331        5,627         1,282
                                               --------      --------     --------       --------      -------       -------

Net realized gain on investments:
  Realized gain from distributions              481,359       392,769       45,464         63,464       23,126         2,171
  Realized gain on sales                        205,251        73,551       42,658         11,108       10,620         1,016
                                               --------      --------     --------       --------      -------       -------

     Net realized gain on investments:          686,610       466,320       88,122         74,572       33,746         3,187
                                               --------      --------     --------       --------      -------       -------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                         701,980       639,437      210,998         54,259       19,793         1,779
  Unrealized gain on investments,
    end of period                               898,037       701,980      639,437         93,508       54,259        19,793
                                               --------      --------     --------       --------      -------       -------

      Net unrealized gain on investments        196,057        62,543      428,439         39,249       34,466        18,014
                                               --------      --------     --------       --------      -------       -------

        Net gain on investments                 882,667       528,863      516,561        113,821       68,212        21,201
                                               --------      --------     --------       --------      -------       -------

Net increase in net assets
  resulting from operations                    $970,968      $570,641     $521,364       $127,152      $73,839       $22,483
                                               ========      ========     ========       ========      =======       =======






See accompanying notes to the financial statements.                                                              (continued)
</TABLE>

<PAGE>
<PAGE>

<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                         HIGH INCOME                       WORLDWIDE HARD ASSETS
                                                        FUND DIVISION                        FUND DIVISION<F*>
                                            ----------------------------------     ----------------------------------
                                               1998         1997         1996        1998          1997        1996
                                            ---------     --------     -------     ---------     --------     -------
<S>                                         <C>           <C>          <C>         <C>           <C>          <C>
Investment income:
  Dividend income                           $ 162,896     $ 91,441     $28,732     $   1,564     $  3,388     $ 1,298

Expenses:
  Mortality and expense charges - VUL-95       (2,432)      (2,255)     (1,639)         (759)        (754)       (389)
  Mortality and expense charges - VGSP         (7,426)      (4,993)     (1,456)         (180)        (186)       (214)
  Mortality and expense charges - VUL-100     (10,806)      (6,583)     (2,645)       (1,123)        (917)       (410)
  Mortality and expense charges - VUL-98           (3)           0           0             0            0           0
  Mortality and expense charges - JSVUL-98         (2)           0           0             0            0           0
                                            ---------     --------     -------     ---------     --------     -------
    Total expenses                            (20,669)     (13,831)     (5,740)       (2,062)      (1,857)     (1,013)
                                            ---------     --------     -------     ---------     --------     -------

Net investment income (expense)               142,227       77,610      22,992          (498)       1,531         285
                                            ---------     --------     -------     ---------     --------     -------

Net realized gain (loss) on investments:
  Realized gain from distributions            103,507       11,302       5,621        38,415        4,590       1,273
  Realized gain (loss) on sales                17,158       17,736        (202)      (23,214)      (1,380)      1,682
                                            ---------     --------     -------     ---------     --------     -------

     Net realized gain on investments:        120,665       29,038       5,419        15,201        3,210       2,955
                                            ---------     --------     -------     ---------     --------     -------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                       220,773       57,062       2,337       (10,760)       3,346         370
  Unrealized gain (loss) on investments,
    end of period                            (198,858)     220,773      57,062      (115,608)     (10,760)      3,346
                                            ---------     --------     -------     ---------     --------     -------

      Net unrealized gain (loss) on
        investments                          (419,631)     163,711      54,725      (104,848)     (14,106)      2,976
                                            ---------     --------     -------     ---------     --------     -------

        Net gain (loss) on investments       (298,966)     192,749      60,144       (89,647)     (10,896)      5,931
                                            ---------     --------     -------     ---------     --------     -------

Net increase (decrease) in net assets
  resulting from operations                 $(156,739)    $270,359     $83,136     $ (90,145)    $ (9,365)    $ 6,216
                                            =========     ========     =======     =========     ========     =======


<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.

See accompanying notes to the financial statements.                                                       (continued)
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                       PERIOD AND YEARS ENDED DECEMBER 31, 1998, AND 1997
<CAPTION>
                                                  WORLDWIDE
                                               EMERGING MARKETS              MULTI-STYLE EQUITY               CORE BOND
                                                FUND DIVISION                FUND DIVISION <F**>           FUND DIVISION<F**>
                                               ----------------          -------------------------       ----------------------
                                                  1998<F*>                  1998             1997         1998           1997
                                                  --------               ----------        -------       --------       -------
<S>                                                 <C>                  <C>               <C>           <C>            <C>
Investment income                                   $  0                 $   34,444        $   599       $157,233       $ 2,483

Expenses:
  Mortality and expense charges - VUL-95               0                       (344)             0            (84)            0
  Mortality and expense charges - VGSP                 0                    (27,236)          (996)       (17,465)         (408)
  Mortality and expense charges - VUL-100              0                       (164)             0            (20)            0
  Mortality and expense charges - Russell VUL          0                    (12,992)        (1,582)        (6,579)       (1,146)
  Mortality and expense charges - VUL-98              (2)                       (20)             0             (2)            0
  Mortality and expense charges - JSVUL-98             0                         (4)             0             (2)            0
                                                    ----                 ----------        -------       --------       -------
    Total expenses                                    (2)                   (40,760)        (2,578)       (24,152)       (1,554)
                                                    ----                 ----------        -------       --------       -------

Net investment income (expense)                       (2)                    (6,316)        (1,979)       133,081           929
                                                    ----                 ----------        -------       --------       -------

Net realized gain on investments:
  Realized gain from distributions                     0                     72,664              0          8,034             0
  Realized gain on sales                               0                     66,462          5,224         27,645           705
                                                    ----                 ----------        -------       --------       -------

     Net realized gain on investments:                 0                    139,126          5,224         35,679           705
                                                    ----                 ----------        -------       --------       -------

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                                0                      1,553              0         27,482             0
  Unrealized gain on investments,
    end of period                                    143                  1,504,566          1,553         99,544        27,482
                                                    ----                 ----------        -------       --------       -------

      Net unrealized gain on investments             143                  1,503,013          1,553         72,062        27,482
                                                    ----                 ----------        -------       --------       -------

        Net gain on investments                      143                  1,642,139          6,777        107,741        28,187
                                                    ----                 ----------        -------       --------       -------

Net increase in net assets
  resulting from operations                         $141                 $1,635,823        $ 4,798       $240,822       $29,116
                                                    ====                 ==========        =======       ========       =======


<FN>
<F*>The Worldwide Emerging Markets Fund began operations on September 15, 1998.
<F**>The Multi-Style Equity Fund and the Core Bond Fund began operations on January 2, 1997.                        (continued)

See accompanying notes to the financial statements.
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                             YEARS ENDED DECEMBER 31, 1998, AND 1997
<CAPTION>

                                                          AGGRESSIVE EQUITY                               NON-US
                                                          FUND DIVISION <F*>                         FUND DIVISION <F*>
                                                    -----------------------------               ---------------------------
                                                      1998                 1997                   1998               1997
                                                    --------              -------               --------           --------
<S>                                                 <C>                   <C>                   <C>                <C>
Investment income:
  Dividend income                                   $  3,204              $    23               $ 18,758           $      0

Expenses:
  Mortality and expense charges - VUL-95                (233)                   0                   (207)                 0
  Mortality and expense charges - VGSP                (9,648)                (505)                (9,418)              (496)
  Mortality and expense charges - VUL-100                (47)                   0                    (21)                 0
  Mortality and expense charges - Russell VUL         (5,729)                (682)                (3,734)              (649)
  Mortality and expense charges - VUL-98                 (18)                   0                     (3)                 0
  Mortality and expense charges - JSVUL-98                 0                    0                     (2)                 0
                                                    --------              -------               --------           --------
    Total expenses                                   (15,675)              (1,187)               (13,385)            (1,145)
                                                    --------              -------               --------           --------

Net investment income (expense)                      (12,471)              (1,164)                 5,373             (1,145)
                                                    --------              -------               --------           --------

Net realized gain (loss) on investments:
  Realized gain from distributions                   103,600                    0                  5,331                  0
  Realized gain (loss) on sales                      (61,039)               2,158                (18,787)                78
                                                    --------              -------               --------           --------

     Net realized gain (loss) on investments:         42,561                2,158                (13,456)                78
                                                    --------              -------               --------           --------

Net unrealized gain (loss) on investments:
  Unrealized gain (loss) on investments,
    beginning of period                               23,627                    0                (57,317)                 0
  Unrealized gain (loss) on investments,
    end of period                                    (22,415)              23,627                160,666            (57,317)
                                                    --------              -------               --------           --------

      Net unrealized gain (loss) on investments      (46,042)              23,627                217,983            (57,317)
                                                    --------              -------               --------           --------

        Net gain (loss) on investments                (3,481)              25,785                204,527            (57,239)
                                                    --------              -------               --------           --------

Net increase (decrease) in net assets
  resulting from operations                         $(15,952)             $24,621               $209,900           $(58,384)
                                                    ========              =======               ========           ========

<FN>
<F*> The Aggressive Equity Fund and the Non-US Fund began operations on January 2, 1997.

See accompanying notes to the financial statements.                                                             (continued)
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                                    STATEMENTS OF OPERATIONS
                                                 PERIOD ENDED DECEMBER 31, 1998
<CAPTION>
                                                                  INCOME & GROWTH           INTERNATIONAL              VALUE
                                                                   FUND DIVISION            FUND DIVISION          FUND DIVISION
                                                                  ---------------           -------------          -------------
                                                                      1998<F*>                 1998<F*>               1998<F*>
                                                                  ---------------           -------------          -------------
<S>                                                                    <C>                      <C>                    <C>
Investment income:
  Dividend income                                                      $ 35                     $ 0                    $ 0

Expenses:
  Mortality and expense charges - VUL -98                                (3)                      0                     (1)
                                                                       ----                     ---                    ---
    Total expenses                                                       (3)                      0                     (1)
                                                                       ----                     ---                    ---

Net investment income (expense)                                          32                       0                     (1)
                                                                       ----                     ---                    ---

Net realized gain on investments:
  Realized gain on sales                                                 12                       5                      0
                                                                       ----                     ---                    ---

     Net realized gain on investments:                                   12                       5                      0
                                                                       ----                     ---                    ---

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                                                   0                       0                      0
  Unrealized gain on investments,
    end of period                                                       471                      45                     85
                                                                       ----                     ---                    ---

      Net unrealized gain on investments                                471                      45                     85
                                                                       ----                     ---                    ---

        Net gain on investments                                         483                      50                     85
                                                                       ----                     ---                    ---

Net increase in net assets
  resulting from operations                                            $515                     $50                    $84
                                                                       ====                     ===                    ===

<FN>
<F*> The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.      (continued)
</TABLE>


See accompanying notes to the financial statements.


<PAGE>
<PAGE>

<TABLE>
                               GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                      STATEMENTS OF OPERATIONS
                                   PERIOD ENDED DECEMBER 31, 1998
<CAPTION>
                                                                  BOND PORTFOLIO           SMALL COMPANY
                                                                  FUND DIVISION            FUND DIVISION
                                                                  --------------           -------------
                                                                      1998<F*>                1998<F*>
                                                                  --------------           -------------
<S>                                                                    <C>                    <C>
Investment income:
  Dividend income                                                      $ 0                    $  4

Expenses:
  Mortality and expense charges - VUL -98                               (1)                     (4)
                                                                       ---                    ----
    Total expenses                                                      (1)                     (4)
                                                                       ---                    ----

Net investment income (expense)                                         (1)                      0
                                                                       ---                    ----

Net realized gain on investments:
  Realized gain from distributions                                       0                      71
  Realized gain on sales                                                 0                       9
                                                                       ---                    ----

    Net realized gain on investments:                                    0                      80
                                                                       ---                    ----

Net unrealized gain on investments:
  Unrealized gain on investments,
    beginning of period                                                  0                       0
  Unrealized gain on investments,
    end of period                                                        3                     187
                                                                       ---                    ----

      Net unrealized gain on investments                                 3                     187
                                                                       ---                    ----

        Net gain on investments                                          3                     267
                                                                       ---                    ----

Net increase in net assets
  resulting from operations                                            $ 2                    $267
                                                                       ===                    ====

<FN>
<F*> The Bond Portfolio Fund and Small Company Portfolio Fund began operations on September 15, 1998.

See accompanying notes to the financial statements.
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                               STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                          S & P 500 INDEX                              MONEY MARKET
                                                           FUND DIVISION                               FUND DIVISION
                                              ---------------------------------------   ---------------------------------------
                                                  1998          1997          1996          1998           1997         1996
                                              -----------   -----------   -----------   -----------    ----------    ----------
<S>                                           <C>           <C>           <C>           <C>            <C>           <C>
Operations:
  Net investment expense                      $  (246,025)  $  (125,228)  $   (64,887)  $   (45,604)   $  (36,015)   $  (40,126)
  Net realized gain on investments              3,142,731     2,484,096       679,654       435,619        73,476       377,717
  Net unrealized gain (loss) on investments     4,823,143     1,526,899     1,130,969      (110,593)      183,867       (98,112)
                                              -----------   -----------   -----------   -----------    ----------    ----------

    Net increase in net assets
      resulting from operations                 7,719,849     3,885,767     1,745,736       279,422       221,328       239,479

  Net deposits into (deductions from)
      Separate Account                         14,119,467     2,209,424     8,067,322    (2,860,090)      932,501     3,557,381
                                              -----------   -----------   -----------   -----------    ----------    ----------

    Increase (decrease) in net assets          21,839,316     6,095,191     9,813,058    (2,580,668)    1,153,829     3,796,860
  Net assets, beginning of period              20,578,323    14,483,132     4,670,074     9,316,255     8,162,426     4,365,566
                                              -----------   -----------   -----------   -----------    ----------    ----------

  Net assets, end of period                   $42,417,639   $20,578,323   $14,483,132   $ 6,735,587    $9,316,255    $8,162,426
                                              ===========   ===========   ===========   ===========    ==========    ==========

See accompanying notes to the financial statements.                                                                 (continued)
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                               STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                            BOND INDEX                              MANAGED EQUITY
                                                           FUND DIVISION                            FUND DIVISION
                                              --------------------------------------    --------------------------------------
                                                  1998          1997         1996          1998          1997         1996
                                              ----------    -----------   ----------    ----------    ----------    ----------
<S>                                           <C>           <C>           <C>           <C>           <C>           <C>
Operations:
  Net investment expense                      $  (33,130)   $   (22,907)  $  (23,412)   $  (40,187)   $  (29,512)   $  (19,294)
  Net realized gain (loss) on investments        271,592        (10,472)     480,309       700,721       346,937       304,052
  Net unrealized gain (loss) on investments       63,834        250,471     (253,664)      (48,504)      368,231       143,681
                                              ----------    -----------   ----------    ----------    ----------    ----------

    Net increase in net assets
      resulting from operations                  302,296        217,092      203,233       612,030       685,656       428,439

  Net deposits into (deductions from)
      Separate Account                         1,356,281     (3,532,130)   5,128,242       679,065       779,803       436,005
                                              ----------    -----------   ----------    ----------    ----------    ----------

    Increase (decrease)  in net assets         1,658,577     (3,315,038)   5,331,475     1,291,095     1,465,459       864,444
  Net assets, beginning of period              3,448,544      6,763,582    1,432,107     4,235,315     2,769,856     1,905,412
                                              ----------    -----------   ----------    ----------    ----------    ----------

  Net assets, end of period                   $5,107,121    $ 3,448,544   $6,763,582    $5,526,410    $4,235,315    $2,769,856
                                              ==========    ===========   ==========    ==========    ==========    ==========


See accompanying notes to the financial statements.                                                                (continued)
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                               STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                          ASSET ALLOCATION                       INTERNATIONAL INDEX
                                                           FUND DIVISION                            FUND DIVISION<F*>
                                              --------------------------------------    -------------------------------------
                                                  1998          1997         1996          1998          1997         1996
                                              -----------   -----------   ----------    ----------    ----------   ----------
<S>                                           <C>           <C>           <C>           <C>           <C>          <C>
Operations:
  Net investment expense                      $   (96,929)  $   (80,244)  $  (58,754)   $  (75,098)   $  (62,954)  $  (50,946)
  Net realized gain on investments              1,376,431       507,259      590,789       341,655       357,331      208,016
  Net unrealized gain (loss) on investments       574,168     1,104,802      459,911     1,228,544      (199,315)     228,045
                                              -----------   -----------   ----------    ----------    ----------   ----------

    Net increase in net assets
      resulting from operations                 1,853,670     1,531,817      991,946     1,495,101        95,062      385,115

  Net deposits into
      Separate Account                          1,102,997       909,812    1,086,684       557,433       979,833    1,016,960
                                              -----------   -----------   ----------    ----------    ----------   ----------

    Increase in net assets                      2,956,667     2,441,629    2,078,630     2,052,534     1,074,895    1,402,075
  Net assets, beginning of period              10,476,305     8,034,676    5,956,046     7,864,293     6,789,398    5,387,323
                                              -----------   -----------   ----------    ----------    ----------   ----------

  Net assets, end of period                   $13,432,972   $10,476,305   $8,034,676    $9,916,827    $7,864,293   $6,789,398
                                              ===========   ===========   ==========    ==========    ==========   ==========



<FN>
<F*>This fund was formerly known as the International Equity Fund.

See accompanying notes to the financial statements.                                                               (continued)
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                            MID-CAP EQUITY                              SMALL-CAP EQUITY
                                                          FUND DIVISION<F*>                               FUND DIVISION
                                              ----------------------------------------              ------------------------
                                                 1998           1997           1996                    1998        1997<F**>
                                              ----------     ----------     ----------              ----------    ----------
<S>                                           <C>            <C>            <C>                     <C>           <C>
Operations:
  Net investment expense                      $  (54,944)    $  (40,537)    $  (33,173)             $  (14,676)   $   (2,283)
  Net realized gain on investments               401,831        451,508      1,223,053                  45,675       150,417
  Net unrealized gain (loss) on investments     (580,273)       945,457       (440,160)               (280,946)     (133,375)
                                              ----------     ----------     ----------              ----------    ----------

    Net increase (decrease) in net assets
      resulting from operations                 (233,386)     1,356,428        749,720                (249,947)       14,759

  Net deposits into (deductions from)
      Separate Account                         1,376,768        793,111       (860,933)              1,480,805     1,129,095
                                              ----------     ----------     ----------              ----------    ----------

    Increase (decrease) in net assets          1,143,382      2,149,539       (111,213)              1,230,858     1,143,854
  Net assets, beginning of period              6,234,716      4,085,177      4,196,390               1,143,854             0
                                              ----------     ----------     ----------              ----------    ----------

  Net assets, end of period                   $7,378,098     $6,234,716     $4,085,177              $2,374,712    $1,143,854
                                              ==========     ==========     ==========              ==========    ==========

<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

See accompanying notes to the financial statements.                                                              (continued)
</TABLE>


<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                            EQUITY INCOME                                GROWTH
                                                            FUND DIVISION                             FUND DIVISION
                                              ---------------------------------------   -------------------------------------
                                                  1998          1997          1996          1998          1997        1996
                                              -----------   -----------   -----------   -----------   -----------  ----------
<S>                                           <C>           <C>           <C>           <C>           <C>          <C>
Operations:
  Net investment income (expense)             $    82,098   $    75,885   $   (52,988)  $  (111,000)  $   (51,298) $   (63,148)
  Net realized gain on investments              2,232,798     1,249,329       395,572     4,072,845       802,208      800,856
  Net unrealized gain (loss) on investments      (298,765)    1,801,581       660,736     5,457,168     2,688,958      537,783
                                              -----------   -----------   -----------   -----------   -----------  -----------

    Net increase in net assets
      resulting from operations                 2,016,131     3,126,795     1,003,320     9,419,013     3,439,868    1,275,491

  Net deposits into
      Separate Account                          1,818,144     3,516,214     3,869,404     3,631,816     5,418,111    4,760,220
                                              -----------   -----------   -----------   -----------   -----------  -----------

    Increase in net assets                      3,834,275     6,643,009     4,872,724    13,050,829     8,857,979    6,035,711
  Net assets, beginning of period              16,995,817    10,352,808     5,480,084    22,228,591    13,370,612    7,334,901
                                              -----------   -----------   -----------   -----------   -----------  -----------

  Net assets, end of period                   $20,830,092   $16,995,817   $10,352,808   $35,279,420   $22,228,591  $13,370,612
                                              ===========   ===========   ===========   ===========   ===========  ===========


See accompanying notes to the financial statements.                                                                (continued)
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                           OVERSEAS                                    ASSET MANAGER
                                                        FUND DIVISION                                  FUND DIVISION
                                           ----------------------------------------     ---------------------------------------
                                              1998           1997           1996           1998            1997          1996
                                           ----------     ----------     ----------     ----------       --------      --------
<S>                                        <C>            <C>            <C>            <C>              <C>           <C>
Operations:
  Net investment income                    $   88,301     $   41,778     $    4,803     $   13,331       $  5,627      $  1,282
  Net realized gain on investments            686,610        466,320         88,122         74,572         33,746         3,187
  Net unrealized gain on investments          196,057         62,543        428,439         39,249         34,466        18,014
                                           ----------     ----------     ----------     ----------       --------      --------

    Net increase in net assets
      resulting from operations               970,968        570,641        521,364        127,152         73,839        22,483

  Net deposits into
      Separate Account                        830,006      2,154,913      1,491,289        531,902        227,154       202,863
                                           ----------     ----------     ----------     ----------       --------      --------

    Increase in net assets                  1,800,974      2,725,554      2,012,653        659,054        300,993       225,346
  Net assets, beginning of period           8,171,484      5,445,930      3,433,277        577,457        276,464        51,118
                                           ----------     ----------     ----------     ----------       --------      --------
Net assets, end of period                  $9,972,458     $8,171,484     $5,445,930     $1,236,511       $577,457      $276,464
                                           ==========     ==========     ==========     ==========       ========      ========



See accompanying notes to the financial statements.                                                                 (continued)
</TABLE>




<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF CHANGES IN NET ASSETS
                                          YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
<CAPTION>
                                                           HIGH INCOME                               WORLDWIDE HARD ASSETS
                                                          FUND DIVISION                                FUND DIVISION<F*>
                                             ----------------------------------------     ---------------------------------------
                                                1998           1997           1996           1998            1997          1996
                                             ----------     ----------     ----------     ---------        --------      --------
<S>                                          <C>            <C>            <C>            <C>              <C>           <C>
Operations:
  Net investment income (expense)            $  142,227     $   77,610     $   22,992     $    (498)       $  1,531      $    285
  Net realized gain on investments              120,665         29,038          5,419        15,201           3,210         2,955
  Net unrealized gain (loss) on investments    (419,631)       163,711         54,725      (104,848)        (14,106)        2,976
                                             ----------     ----------     ----------     ---------        --------      --------

    Net increase (decrease) in net assets
      resulting from operations                (156,739)       270,359         83,136       (90,145)         (9,365)        6,216

  Net deposits into
      Separate Account                          970,866        711,529        904,946        41,428          92,851       170,306
                                             ----------     ----------     ----------     ---------        --------      --------

    Increase (decrease) in net assets           814,127        981,888        988,082       (48,717)         83,486       176,522
  Net assets, beginning of period             2,172,919      1,191,031        202,949       269,805         186,319         9,797
                                             ----------     ----------     ----------     ---------        --------      --------

  Net assets, end of period                  $2,987,046     $2,172,919     $1,191,031     $ 221,088        $269,805      $186,319
                                             ==========     ==========     ==========     =========        ========      ========


<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.


See accompanying notes to the financial statements.                                                                   (continued)
</TABLE>

<PAGE>
<PAGE>
<TABLE>
                                            GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                              STATEMENTS OF CHANGES IN NET ASSETS
                                        PERIOD AND YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
                                         WORLDWIDE
                                      EMERGING MARKETS                  MULTI-STYLE EQUITY                     CORE BOND
                                       FUND DIVISION                    FUND DIVISION<F**>                FUND DIVISION<F**>
                                      ----------------          --------------------------------        -----------------------
                                         1998<F*>                   1998                 1997              1998         1997
                                         --------               -----------           ----------        ----------   ----------
<S>                                       <C>                   <C>                   <C>               <C>          <C>
Operations:
  Net investment income (expense)         $   (2)               $    (6,316)          $   (1,979)       $  133,081   $      929
  Net realized gain on investments             0                    139,126                5,224            35,679          705
  Net unrealized gain on investments         143                  1,503,013                1,553            72,062       27,482
                                         -------                -----------           ----------        ----------   ----------

    Net increase in net assets
      resulting from operations              141                  1,635,823                4,798           240,822       29,116

  Net deposits into
      Separate Account                     1,700                  7,540,459            2,534,482         5,262,341    1,125,291
                                         -------                -----------           ----------        ----------   ----------

    Increase in net assets                 1,841                  9,176,282            2,539,280         5,503,163    1,154,407
  Net assets, beginning of period              0                  2,539,280                    0         1,154,407            0
                                         -------                -----------           ----------        ----------   ----------

  Net assets, end of period               $1,841                $11,715,562           $2,539,280        $6,657,570   $1,154,407
                                         =======                ===========           ==========        ==========   ==========


<FN>
<F*> The Worldwide Emerging Markets Fund began operations on September 15,1998.
<F**> The Multi-Style Equity Fund, and Core Bond Fund began operations on January 2, 1997.

See accompanying notes to the financial statements.                                                                 (continued)
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                                  GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                    STATEMENTS OF CHANGES IN NET ASSETS
                                   YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>

                                                      AGGRESSIVE EQUITY                       NON-US
                                                      FUND DIVISION<F*>                   FUND DIVISION<F*>
                                                ----------------------------        ---------------------------
                                                   1998              1997              1998              1997
                                                ----------        ----------        ----------         --------
                                                <C>               <C>               <C>                <C>
Operations:
  Net investment income (expense)               $  (12,471)       $   (1,164)       $    5,373         $ (1,145)
  Net realized gain (loss) on investments           42,561             2,158           (13,456)              78
  Net unrealized gain (loss) on investments        (46,042)           23,627           217,983          (57,317)
                                                ----------        ----------        ----------         --------

    Net increase (decrease) in net assets
      resulting from operations                    (15,952)           24,621           209,900          (58,384)

  Net deposits into
      Separate Account                           2,627,723         1,320,804         2,418,138          842,227
                                                ----------        ----------        ----------         --------

    Increase in net assets                       2,611,771         1,345,425         2,628,038          783,843
  Net assets, beginning of period                1,345,425                 0           783,843                0
                                                ----------        ----------        ----------         --------

  Net assets, end of period                     $3,957,196        $1,345,425        $3,411,881         $783,843
                                                ==========        ==========        ==========         ========


<FN>
<F*> The  Aggressive Equity Fund and Non-U.S. Fund began operations on January 2, 1997.


See accompanying notes to the financial statements.                                                 (continued)
</TABLE>


<PAGE>
<PAGE>

<TABLE>
                                      GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                                        STATEMENTS OF CHANGES IN NET ASSETS
                                          PERIOD ENDED DECEMBER 31, 1998
<CAPTION>
                                                                INCOME & GROWTH            INTERNATIONAL              VALUE
                                                                 FUND DIVISION             FUND DIVISION          FUND DIVISION
                                                                ---------------            -------------          -------------
                                                                    1998<F*>                  1998<F*>               1998<F*>
                                                                    --------                  --------               --------

<S>                                                                  <C>                       <C>                   <C>
Operations:
  Net investment income (expense)                                    $   32                    $  0                  $   (1)
  Net realized gain on investments                                       12                       5                       0
  Net unrealized gain on investments                                    471                      45                      85
                                                                     ------                    ----                  ------

    Net increase in net assets
      resulting from operations                                         515                      50                      84

  Net deposits into
      Separate Account                                                6,845                     853                   3,786
                                                                     ------                    ----                  ------

    Increase in net assets                                            7,360                     903                   3,870
  Net assets, beginning of period                                         0                       0                       0
                                                                     ------                    ----                  ------

  Net assets, end of period                                          $7,360                    $903                  $3,870
                                                                     ======                    ====                  ======


<FN>
<F*> The Income & Growth Fund, International Fund, and Value Fund began operations on September 15, 1998.


See accompanying notes to the financial statements.                                                             (continued)
</TABLE>



<PAGE>
<PAGE>
<TABLE>
                          GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                            STATEMENTS OF CHANGES IN NET ASSETS
                              PERIOD ENDED DECEMBER 31, 1998
<CAPTION>
                                                                 BOND PORTFOLIO          SMALL COMPANY
                                                                 FUND DIVISION           FUND DIVISION
                                                                 --------------          -------------
                                                                    1998<F*>                1998<F*>
                                                                    --------                --------
<S>                                                                  <C>                     <C>
Operations:
  Net investment income (expense)                                    $   (1)                 $    0
  Net realized gain on investments                                        0                      80
  Net unrealized gain on investments                                      3                     187
                                                                     ------                  ------
    Net increase in net assets
      resulting from operations                                           2                     267

  Net deposits into
      Separate Account                                                3,299                   2,922
                                                                     ------                  ------

    Increase in net assets                                            3,301                   3,189
  Net assets, beginning of period                                         0                       0
                                                                     ------                  ------

  Net assets, end of period                                          $3,301                  $3,189
                                                                     ======                  ======


<FN>
<F*> The Bond Portfolio Fund and Small Company Fund began operations on September 15, 1998.


See accompanying notes to the financial statements.
</TABLE>


<PAGE>
<PAGE>

              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1998

NOTE 1 - ORGANIZATION

General American Separate Account Eleven (the Separate Account)
commenced operations on September 15, 1987 and is registered under the
Investment Company Act of 1940 (1940 Act) as a unit investment trust.
The Separate Account offers six products:  Variable Universal Life
(VUL-95), Variable General Select Plus (VGSP), Variable Universal Life
(VUL-100), Russell Variable Universal Life (Russell VUL)  Variable
Universal Life (VUL-98), and Joint and Survivor Universal Life (JSVUL-
98) that receive and invest net premiums for flexible premium variable
life insurance policies that are issued by General American Life
Insurance Company (General American).  The Separate Account is divided
into twenty-four Divisions.  Each Division invests exclusively in shares
of a single Fund of either General American Capital Company, Variable
Insurance Products Fund, Variable Insurance Products Fund II, Van Eck
Worldwide Insurance Trust, Russell Insurance Funds, American Century
Variable Portfolios, Inc. or J.P. Morgan Series Trust II  which are
open-end, diversified management companies.  The Funds of the General
American Capital Company, sponsored by General American, are the S & P
500 Index (formerly Equity Index), Money Market, Bond Index, Managed
Equity, Asset Allocation, International Index (formerly International
Equity), Mid-Cap Equity (formerly Special Equity), and the Small-Cap
Equity Fund Divisions.  The Funds of the Variable Insurance Products
Fund, managed by Fidelity Management & Research Company, are the Equity
Income, Growth, Overseas, and the High Income Fund Divisions.  The Funds
of the Variable Insurance Products Fund II, managed by Fidelity
Management and Research Company is the Asset Manager Fund.  The Funds of
the Van Eck Worldwide Insurance Trust, managed by Van Eck Associates
Corporation, are the Worldwide Hard Assets Fund, formerly known as the
Gold and Natural Resources Fund and the Worldwide Emerging Markets Fund
Divisions.  The Funds of the Russell Variable Insurance Product, managed
by Frank Russell Investment Management Company are the Multi-style
Equity, Core Bond, Aggressive Equity, and Non-US Fund Divisions.  The
Funds of the American Century Variable Portfolios, Inc. managed by
American Century Investments are the Income & Growth, International, and
Value Fund Divisions.  The Funds of the J.P. Morgan Trust II, managed by
J.P. Morgan Investment Management, Inc. are the Bond Portfolio and Small
Company Portfolio Fund Divisions.  Policyholders have the option of
directing their premium payments into one or all of the Funds as well as
into the general account of General American, which is not generally
subject to regulation under the Securities Act of 1933 or the 1940 Act.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed
by the Separate Account in the preparation of its financial statements.
The policies are in conformity with generally accepted accounting
principles.

A.   Investments

     The Separate Accounts' investments in the twenty-four Funds are
     valued daily based on the net asset values of the respective Fund
     shares held as reported to General American by General American
     Capital Company, Variable Insurance Products Fund, Variable
     Insurance Products Fund II, Van Eck Worldwide Insurance Trust,
     Russell Insurance Funds, American Century Portfolios, and J.P.
     Morgan Series Trust II.  The specific identification method is
     used in determining the cost of shares sold on withdrawals by the
     Separate Account.  Share transactions are recorded on the trade
     date, which is the same as the settlement date.

B.   Federal Income Taxes

     Under current federal income tax law, capital gains from sales of
     investments of the Separate Account are not taxable.  Therefore,
     no federal income tax expense has been provided.


<PAGE>
<PAGE>
              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1998

C.   Distribution of Income and Realized Capital Gains

     General American Capital Company follows the federal income tax
     practice known as consent dividending, whereby substantially all
     of its net investment income and realized gains are deemed to be
     passed through to the Separate Account.  As a result, General
     American Capital Company does not pay any dividends or capital
     gain distributions.  During December of each year, accumulated
     investment income and capital gains of the underlying Capital
     Company Fund are allocated to the Separate Account by increasing
     the cost basis and recognizing a capital gain in the Separate
     Account.  The Variable Insurance Products Fund, Variable Insurance
     Products Fund II, Van Eck Worldwide Insurance Trust, Russell
     Insurance Funds, American Century Variable Portfolios, and J.P.
     Morgan Series Trust II intend to pay out all of their net
     investment income and net realized capital gains each year.
     Dividends from the funds are distributed at least annually on a
     per share basis and are recorded on the ex dividend date.
     Normally, net realized capital gains, if any, are distributed each
     year for each fund.  Such income and capital gain distributions
     are automatically reinvested in additional shares of the funds.

D.   Use of Estimates

     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management to
     make estimates and assumptions that affect the reported amounts of
     assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the
     reported amounts of increase and decrease in net assets from
     operations during the period.  Actual results could differ from
     those estimates.

NOTE 3 - POLICY CHARGES

Charges are deducted from premiums and paid to General American for
providing the insurance benefits set forth in the contracts and any
additional benefits added by rider, administering the policies,
reimbursement of expenses incurred in distributing the policies, and
assuming certain risks in connection with the policies.

Prior to the allocation of net premiums among General American's general
account and the Fund Divisions of the Separate Account,  premium
payments are reduced by premium expense charges, which consist of a
sales charge and a charge for premium taxes.  The premium payment, less
the premium expense charge, equals the net premium.

     Sales Charge:  A sales charge equal to 6% is deducted from each
     -------------
     VUL-95 premium paid.  A sales charge of 5% in years one through
     ten and 2.25% thereafter is deducted from each VGSP premium paid.
     A maximum sales charge of 5% in years one through ten and a
     maximum 2.25% thereafter based on initial deposit is deducted from
     each Russell VUL premium paid. A sales charge equal to 15% up to
     the target premium and 5% on the excess in the first policy year
     is deducted from each VUL-98 and JSVUL-98 premium paid.  The sales
     charge is 5% on all premiums in policy years two to twelve, and 2%
     on all premiums in policy years eleven or later. This charge is
     deducted to partially reimburse General American for expenses
     incurred in distributing the policy and any additional benefits
     provided by rider.  No sales charge is deducted from VUL-100
     premiums.

     Premium Taxes:  Various state and political subdivisions impose a
     --------------
     tax on premiums received by insurance companies.  Premium taxes
     vary from state to state.  A deduction of 2% of each VUL-95
     premium, 2.5% of each VGSP premium, 2.10% of each VUL-100 premium,
     2.5% of each Russell VUL premium, and the actual tax rate for VUL-
     98 and JSVUL-98 is made from each premium payment for these taxes.
     In addition, a 1.25% deduction is taken from VUL-100 premiums and
     a 1.3% deduction is taken from VUL-98 and JSVUL-98 to cover the
     company's Federal income tax costs attributable to the amount of
     premium received.

Charges are deducted monthly from the cash value of each policy to
compensate General American for (a) certain administrative costs; (b)
insurance underwriting and acquisition expenses in connection with
issuing a policy; (c) the cost of insurance, and (d) the cost of
optional benefits added by rider.

<PAGE>
<PAGE>
              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1998


     Administrative Charge:  General American has responsibility for
     ----------------------
     the administration of the policies and the Separate Account.  As
     reimbursement for administrative expenses related to the
     maintenance of each policy and the Separate Account, General
     American assesses a monthly administrative charge against each
     policy.  This charge is $10 per month for a standard policy and
     $12 per month for a pension policy during the first 12 policy
     months and $4 (standard) and $6 (pension) per month for all policy
     months beyond the 12th for VUL-95 contracts.  The charge is $4 per
     month for VGSP and Russell VUL contracts.  The charge is $13 per
     month during the first 12 policy months and $6 per month
     thereafter for VUL-100 contracts.  The charge is $25 per month in
     the first policy year and $6 per month in each subsequent policy
     year for VUL-98 and JSVUL-98 contracts.

     Insurance Underwriting and Acquisition Expense Charge:  An
     ------------------------------------------------------
     additional administrative charge is deducted from the policy cash
     value for VUL-95 as part of the monthly deduction during the first
     12 policy months and for the first 12 policy months following an
     increase in the face amount.  The charge is $0.08 per month
     multiplied by the face amount divided by 1,000.  For VUL-100, the
     charge during the first 12 policy months is $0.16 per month
     multiplied by the face amount divided by 1,000, and in all policy
     years thereafter, the charge is $0.01 per month multiplied by the
     face amount divided by 1,000.  For VUL-98 and JSVUL-98, there is a
     charge per $1,000 of face amount, determined by age, sex, and
     smoker class, payable for ten years following the policy issue or
     an increase in the face amount.

     Cost of Insurance:  The cost of insurance is deducted on each
     ------------------
     monthly anniversary date for the following policy month.  Because
     the cost of insurance depends upon a number of variables, the cost
     varies for each policy month.   The cost of insurance is
     determined separately for the initial face amount and for any
     subsequent increases in face amount.  General American determines
     the monthly cost of insurance charge by multiplying the applicable
     cost of insurance rate or rates by the net amount at risk for each
     policy month.

     Optional Rider Benefits Charge:  This monthly deduction includes
     -------------------------------
     charges for any additional benefits provided by rider.

     Contingent Deferred Sales Charge:  During the first ten policy
     ---------------------------------
     years for VUL-95, VGSP, and Russell VUL, and the first fifteen
     years for VUL-100, General American also assesses a charge upon
     surrender or lapse of a Policy, a requested decrease in face
     amount, or a partial withdrawal that causes the face amount to
     decrease.  The amount of the charge assessed depends on a number
     of factors, including whether the event is a full surrender or
     lapse or only a decrease in face amount, the amount of premiums
     received to date by General American, and the policy year in which
     the surrender or other event takes place.  For VUL-98 and JSVUL-
     98, the charge is bases on the annual target premium, rather than
     the premiums actually received by General American.

Mortality and Expense Charge:  In addition to the above charges, a daily
- -----------------------------
charge is made at the separate account level for the mortality and
expense risks assumed by General American.  General American deducts a
daily charge from the Separate Account at the rate of .002319% for VUL-
95, .0019111% for VGSP, .002455% for VUL-100, .001366% for Russell VUL,
and .0015027% for VUL-98 and JSVUL-98 of the net assets of each division
of the Separate Account, which equals an annual rate of .85%, .70%,
 .90%, and .50% for VUL-95, VGSP, VUL-100, and Russell VUL, respectively.
VUL-95, VGSP, VUL-100, Russell VUL, VUL-98, and JSVUL-98 mortality and
expense charges for 1998 were $485,265, $342,710,  $341,256, $29,217,
$610, and $103 respectively.  The mortality risk assumed by General
American is the risk that those insured may die sooner than anticipated
and therefore, that General American will pay an aggregate amount of
death benefits greater than anticipated.  The expense risk assumed is
that expenses incurred in issuing and administering the policy will
exceed the amounts realized from the administrative charges assessed
against the policy.

<PAGE>
<PAGE>
              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1998


NOTE 4 - INVESTMENT OBJECTIVES, MANAGER CHANGES AND NEW DIVISIONS

Effective April 30, 1998, the four divisions of the Frank Russell funds
became available for Variable Universal Life (VUL-95) and Variable
Universal Life (VUL 100).

On September 15, 1998, six new divisions and two new products - VUL-98
and JSVUL-98- were added to Separate Account Eleven.  Three of the new
divisions are the Income & Growth Fund, the International Fund, and the
Value Fund. The underlying funds in these divisions are offered by
American Century Variable Portfolios and managed by American Century
Investments.  Two of the new divisions are the Bond Portfolio Fund and
the Small Company Portfolio Fund.  The underlying funds in these
divisions are offered by J.P. Morgan Trust II and managed by J.P. Morgan
Investment Management, Inc.  The Worldwide Emerging Markets Fund
Division is offered by Van Eck World Wide Insurance Trust and managed by
Van Eck Associates Corporation. The investment objectives of each of
these new divisions are as follows:

Income & Growth Fund - To provide dividend growth, current income and
- ----------------------
capital appreciation by investing in common stocks.

International Fund - To provide capital growth by investing primarily in
- --------------------
an internationally diversified portfolio of common stocks that are
considered by management to have prospects for appreciation.

Value Fund - To provide long-term capital growth by investing in
- ------------
securities that management believes to be undervalued at the time of
purchase.

Bond Portfolio Fund - To provide a high total return consistent with
- ---------------------
moderate risk of capital and maintenance of liquidity.

Small Company Portfolio Fund - To provide a high total return from a
- ------------------------------
portfolio of equity securities of small companies.

Worldwide Emerging Markets Fund - To provide long-term capital
- ---------------------------------
appreciation by investing primarily in equity securities in emerging
markets around the world.








<PAGE>
<PAGE>
              GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                   NOTES TO FINANCIAL STATEMENTS
                         DECEMBER 31, 1998

NOTE 5 - PURCHASES AND SALES

During the year ended December 31, 1998, purchases including net
realized gain and income from distribution and proceeds from sales of
General American Capital Company shares were as follows:

<TABLE>
<CAPTION>
             S & P 500        MONEY        BOND        MANAGED      ASSET     INTERNATIONAL   MID-CAP     SMALL-CAP
               INDEX         MARKET       INDEX        EQUITY     ALLOCATION      INDEX        EQUITY       EQUITY
                FUND          FUND         FUND         FUND         FUND          FUND         FUND         FUND
            -----------   -----------   ----------   ----------   ----------  -------------  ----------   ----------
<S>         <C>           <C>           <C>          <C>          <C>           <C>          <C>          <C>
Purchases   $18,469,826   $20,036,397   $2,141,069   $1,695,877   $3,103,776    $1,578,136   $2,442,172   $2,117,064
            ===========   ===========   ==========   ==========   ==========    ==========   ==========   ==========
Sales       $ 2,233,339   $22,070,433   $  563,458   $  435,629   $1,122,310    $  971,133   $  908,673   $  546,287
            ===========   ===========   ==========   ==========   ==========    ==========   ==========   ==========
</TABLE>

During the year ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products
Fund Shares were as follows:

<TABLE>
<CAPTION>
               EQUITY INCOME         GROWTH        OVERSEAS      HIGH INCOME
                   FUND               FUND           FUND           FUND
               -------------       ----------     ----------     -----------
<S>              <C>               <C>            <C>            <C>
Purchases        $6,725,295        $8,723,428     $2,579,014     $1,473,742
                 ==========        ==========     ==========     ==========
Sales            $3,888,692        $2,121,095     $1,183,520     $  258,517
                 ==========        ==========     ==========     ==========
</TABLE>

During the year ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of Variable Insurance Products
Fund II shares were as follows:

<TABLE>
<CAPTION>
                 ASSET MANAGER
                     FUND
                 -------------
<S>                <C>
Purchases          $783,396
                   ========
Sales              $176,264
                   ========
</TABLE>

During the year ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of Van Eck Worldwide Insurance
Trust shares were as follows:

<TABLE>
<CAPTION>
                   WORLDWIDE         WORLDWIDE
                  HARD ASSETS         EMERGING
                     FUND           MARKETS FUND
                  -----------       ------------
<S>                <C>                 <C>
Purchases          $136,801            $1,752
                   ========            ======
Sales              $ 57,789            $    0
                   ========            ======
</TABLE>

During the year ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of Russell Insurance Funds shares
were as follows:

<TABLE>
<CAPTION>
                MULTI-STYLE     CORE BOND     AGGRESSIVE      NON-US
                EQUITY FUND       FUND        EQUITY FUND      FUND
                -----------     ----------    -----------   ----------
<S>              <C>            <C>            <C>          <C>
Purchases        $7,820,204     $6,175,126     $3,470,242   $2,872,232
                 ==========     ==========     ==========   ==========
Sales            $  526,483     $  992,063     $  736,562   $  437,304
                 ==========     ==========     ==========   ==========
</TABLE>


<PAGE>
<PAGE>

During the period ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of American Century Variable
Portfolios shares were as follows:

<TABLE>
<CAPTION>
                    INCOME      INTERNATIONAL
                & GROWTH FUND        FUND       VALUE FUND
                -------------   -------------   ----------
<S>                 <C>              <C>          <C>
Purchases           $7,129           $920         $3,195
                    ======           ====         ======
Sales               $  191           $ 66         $    0
                    ======           ====         ======
</TABLE>

During the period ended December 31, 1998, purchases (including dividend
reinvestment) and proceeds from sales of J.P. Morgan Series Trust II
shares were as follows:

<TABLE>
<CAPTION>
                                     SMALL
                 BOND PORTFOLIO     COMPANY
                      FUND       PORTFOLIO FUND
                 --------------  --------------
<S>                  <C>            <C>
Purchases            $3,303         $3,357
                     ======         ======
Sales                $    3         $  309
                     ======         ======
</TABLE>




<PAGE>
<PAGE>


NOTE 6 - ACCUMULATION UNIT ACTIVITY

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                                                          S & P 500 INDEX                              MONEY MARKET
                                                           FUND DIVISION                               FUND DIVISION
                                               -------------------------------------     ----------------------------------------

                                                 1998           1997           1996         1998            1997          1996
                                               -------        -------        -------     ----------       --------     ----------
<S>                                            <C>            <C>            <C>         <C>              <C>          <C>
Variable Universal Life - 95:
  Deposits                                      53,610         70,404         56,960         63,693         98,719         52,946
  Withdrawals                                  (44,959)       (29,686)       (32,408)       (66,600)      (110,821)       (79,319)
  Outstanding units, beginning of year         236,305        195,587        171,035         46,703         58,805         85,178
                                               -------        -------        -------     ----------       --------     ----------

  Outstanding units, end of year               244,956        236,305        195,587         43,796         46,703         58,805
                                               =======        =======        =======     ==========       ========     ==========

Variable General Select Plus:
  Deposits                                     313,540        146,632        376,931      1,380,901        942,448      1,489,642
  Withdrawals                                  (55,730)      (305,772)       (16,019)    (1,744,430)      (900,950)    (1,173,354)
  Outstanding units, beginning of year         248,494        407,634         46,722        535,853        494,355        178,067
                                               -------        -------        -------     ----------       --------     ----------

  Outstanding units, end of year               506,304        248,494        407,634        172,324        535,853        494,355
                                               =======        =======        =======     ==========       ========     ==========


Variable Universal Life - 100:
  Deposits                                     384,015        212,106        151,173        825,392        738,912        729,350
  Withdrawals                                  (89,826)       (41,462)       (42,505)      (824,924)      (707,676)      (698,266)
  Outstanding units, beginning of year         292,865        122,221         13,553        166,128        134,892        103,808
                                               -------        -------        -------     ----------       --------     ----------

  Outstanding units, end of year               587,054        292,865        122,221        166,596        166,128        134,892
                                               =======        =======        =======     ==========       ========     ==========


Russell Variable Universal Life: <F*>
  Deposits                                                                                   36,281        435,785
  Withdrawals                                                                               (44,828)      (427,238)
  Outstanding units, beginning of period                                                      8,547              0
                                                                                         ----------       --------

  Outstanding units, end of period                                                                0          8,547
                                                                                         ==========       ========




<FN>
<F*>The Russell Variable Universal Life product was introduced in 1997, and the first
deposit was received on May 6, 1997.                                                                                   (continued)

</TABLE>


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                          S & P 500 INDEX                MONEY MARKET
                                                           FUND DIVISION                 FUND DIVISION
                                                          ---------------                -------------

                                                                1998                         1998
                                                               ------                       -------
<S>                                                            <C>                          <C>
Variable Universal Life - 98: <F*>
  Deposits                                                     12,188                       190,317
  Withdrawals                                                    (256)                      (40,880)
  Outstanding units, beginning of year                              0                             0
                                                               ------                       -------

  Outstanding units, end of year                               11,932                       149,437
                                                               ======                       =======


Joint and Survivor Variable Universal Life - 98: <F*>
  Deposits                                                        105                        27,427
  Withdrawals                                                      (2)                       (3,565)
  Outstanding units, beginning of year                              0                             0
                                                               ------                       -------

  Outstanding units, end of year                                  103                        23,862
                                                               ======                       =======




<FN>
<F*> The Variable Universal Life 98 and Joint And Survivor Variable Universal Life
products were introduced in 1998, and the first deposits were received on September 29, 1998
and October 14, 1998, respectively.                                                                       (continued)

</TABLE>


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                                                            BOND INDEX                                  MANAGED EQUITY
                                                           FUND DIVISION                                FUND DIVISION
                                               -------------------------------------        -------------------------------------

                                                 1998          1997            1996           1998           1997           1996
                                               -------       --------        -------        -------        -------        -------
<S>                                            <C>           <C>            <C>            <C>            <C>            <C>
Variable Universal Life - 95:
  Deposits                                      25,406         45,996         20,690         16,942         20,213         22,639
  Withdrawals                                  (12,912)       (19,985)       (19,502)       (13,618)       (19,170)       (23,620)
  Outstanding units, beginning of year          97,454         71,443         70,255         92,710         91,667         92,648
                                               -------       --------        -------        -------        -------        -------

  Outstanding units, end of year               109,948         97,454         71,443         96,034         92,710         91,667
                                               =======       ========        =======        =======        =======        =======


Variable General Select Plus:
  Deposits                                      29,830         26,599        422,790         12,156         22,411         20,875
  Withdrawals                                   (9,429)      (398,540)        (6,268)        (8,587)       (10,526)        (1,816)
  Outstanding units, beginning of year          50,400        422,341          5,819         37,481         25,596          6,537
                                               -------       --------        -------        -------        -------        -------

  Outstanding units, end of year                70,801         50,400        422,341         41,050         37,481         25,596
                                               =======       ========        =======        =======        =======        =======


Variable Universal Life - 100:
  Deposits                                      84,402         38,781         31,945         40,129         38,918         15,297
  Withdrawals                                  (26,455)        (8,471)        (8,214)       (15,741)        (8,793)        (2,675)
  Outstanding units, beginning of year          55,636         25,326          1,595         44,402         14,277          1,655
                                               -------       --------        -------        -------        -------        -------

  Outstanding units, end of year               113,583         55,636         25,326         68,790         44,402         14,277
                                               =======       ========        =======        =======        =======        =======





                                                                                                                      (continued)

</TABLE>


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:


<TABLE>
<CAPTION>
                                                             BOND INDEX                   MANAGED EQUITY
                                                            FUND DIVISION                 FUND DIVISION
                                                            -------------                 --------------

                                                                 1998                          1998
                                                                 ----                          ----
<S>                                                             <C>                           <C>
Variable Universal Life - 98: <F*>
  Deposits                                                        558                           727
  Withdrawals                                                      (5)                          (13)
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                  553                           714
                                                                  ===                           ===


Joint and Survivor Variable Universal Life - 98: <F*>
  Deposits                                                         88                             0
  Withdrawals                                                      (2)                            0
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                   86                             0
                                                                  ===                           ===





<FN>

<F*> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                               (continued)

</TABLE>
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                                                          ASSET ALLOCATION                           INTERNATIONAL INDEX
                                                           FUND DIVISION                              FUND DIVISION<F*>
                                               -------------------------------------        -------------------------------------

                                                 1998           1997           1996           1998           1997           1996
                                               -------        -------        -------        -------        -------        -------
<S>                                            <C>            <C>            <C>            <C>            <C>            <C>
Variable Universal Life - 95:
  Deposits                                      44,015         58,255         67,461         35,296         56,157         60,637
  Withdrawals                                  (32,243)       (49,785)       (33,247)       (36,243)       (45,488)       (32,650)
  Outstanding units, beginning of year         282,838        274,368        240,154        175,226        164,557        136,570
                                               -------        -------        -------        -------        -------        -------

  Outstanding units, end of year               294,610        282,838        274,368        174,279        175,226        164,557
                                               =======        =======        =======        =======        =======        =======


Variable General Select Plus:
  Deposits                                      29,160         21,682         21,668         42,140         35,709         24,970
  Withdrawals                                  (24,120)       (10,372)       (18,560)       (34,648)       (10,776)       (12,229)
  Outstanding units, beginning of year          72,507         61,197         58,089         70,058         45,125         32,384
                                               -------        -------        -------        -------        -------        -------

  Outstanding units, end of year                77,547         72,507         61,197         77,550         70,058         45,125
                                               =======        =======        =======        =======        =======        =======


Variable Universal Life - 100:
  Deposits                                      49,412         44,721         23,767         54,490         56,601         46,973
  Withdrawals                                  (16,133)       (11,617)        (2,830)       (20,835)       (15,926)        (7,916)
  Outstanding units, beginning of year          55,074         21,970          1,033         83,423         42,748          3,691
                                               -------        -------        -------        -------        -------        -------

  Outstanding units, end of year                88,353         55,074         21,970        117,078         83,423         42,748
                                               =======        =======        =======        =======        =======        =======


General American Life Insurance Company
seed money:
  Deposits                                           0              0              0              0              0              0
  Withdrawals                                        0              0              0              0              0              0
  Outstanding units, beginning of year               0              0              0        200,000        200,000        200,000
                                               -------        -------        -------        -------        -------        -------

  Outstanding units, end of year                     0              0              0        200,000        200,000        200,000
                                               =======        =======        =======        =======        =======        =======


<FN>
<F*>This fund was formerly known as the International Equity Fund.


                                                                                                                       (continued)
</TABLE>
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:


<TABLE>
<CAPTION>
                                                          ASSET ALLOCATION              INTERNATIONAL INDEX
                                                            FUND DIVISION                FUND DIVISION<F*>
                                                          ----------------              -------------------

                                                                 1998                          1998
                                                                -----                          ----
<S>                                                            <C>                             <C>
Variable Universal Life - 98: <F**>
  Deposits                                                      1,037                           710
  Withdrawals                                                     (14)                          (17)
  Outstanding units, beginning of year                              0                             0
                                                                -----                           ---

  Outstanding units, end of year                                1,023                           693
                                                                =====                           ===


Joint and Survivor Variable Universal Life - 98: <F**>
  Deposits                                                          0                            83
  Withdrawals                                                       0                            (2)
  Outstanding units, beginning of year                              0                             0
                                                                -----                           ---

  Outstanding units, end of year                                    0                            81
                                                                =====                           ===




<FN>

<F*> This fund was formerly known as the International Equity Fund.
<F**> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                         (continued)

</TABLE>


<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996 for the Mid-Cap Equity
Fund Division and the year ended December 31, 1998 and  period ended
December 31, 1997 for the Small-Cap Equity Fund Division.

<TABLE>
<CAPTION>
                                                           MID-CAP EQUITY                                       SMALL-CAP EQUITY
                                                          FUND DIVISION<F*>                                      FUND DIVISION
                                               -------------------------------------                       -------------------------

                                                 1998           1997           1996                          1998          1997<F**>
                                               -------        -------        -------                       -------         ---------
<S>                                            <C>            <C>            <C>                           <C>             <C>
Variable Universal Life - 95:
  Deposits                                      33,622         50,013         67,217                        19,324          35,503
  Withdrawals                                  (32,360)       (61,032)       (50,100)                       (5,547)           (326)
  Outstanding units, beginning of period       174,121        185,140        168,023                        35,177               0
                                               -------        -------        -------                       -------          ------

  Outstanding units, end of period             175,383        174,121        185,140                        48,954          35,177
                                               =======        =======        =======                       =======          ======


Variable General Select Plus:
  Deposits                                      58,976         43,764         17,983                        65,121          30,298
  Withdrawals                                  (28,754)       (14,054)       (16,026)                      (23,984)           (271)
  Outstanding units, beginning of period        77,919         48,209         46,252                        30,027               0
                                               -------        -------        -------                       -------          ------

  Outstanding units, end of period             108,141         77,919         48,209                        71,164          30,027
                                               =======        =======        =======                       =======          ======


Variable Universal Life - 100:
  Deposits                                      56,900         36,664         35,395                        70,656          23,110
  Withdrawals                                  (22,387)       (15,674)        (6,929)                      (10,421)           (540)
  Outstanding units, beginning of period        53,229         32,239          3,773                        22,570               0
                                               -------        -------        -------                       -------          ------

  Outstanding units, end of period              87,742         53,229         32,239                        82,805          22,570
                                               =======        =======        =======                       =======          ======



General American Life Insurance Company
seed money:
  Deposits                                           0              0              0
  Withdrawals                                        0              0       (100,000)
  Outstanding units, beginning of year               0              0        100,000
                                               -------        -------        -------

  Outstanding units, end of year                     0              0              0
                                               =======        =======        =======

<FN>
<F*>This fund was formerly known as the Special Equity Fund.

<F**>The Small-Cap Equity Fund began operations on May 1, 1997.                                                         (continued)

</TABLE>

<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>

                                                            MID-CAP EQUITY              SMALL-CAP EQUITY
                                                           FUND DIVISION<F*>              FUND DIVISION
                                                           -----------------            ----------------
                                                                 1998                          1998
                                                                 ----                          ----
<S>                                                              <C>                           <C>
Variable Universal Life - 98: <F**>
  Deposits                                                        595                           644
  Withdrawals                                                     (23)                          (25)
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                  572                           619
                                                                  ===                           ===


Joint and Survivor Variable Universal Life - 98: <F**>
  Deposits                                                        168                           168
  Withdrawals                                                      (5)                           (5)
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                  163                           163
                                                                  ===                           ===


<FN>

<F*> This fund was formerly known as the Special Equity Fund.
<F**> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                        (continued)


</TABLE>
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                                                            EQUITY INCOME                                    GROWTH
                                                            FUND DIVISION                                 FUND DIVISION
                                              --------------------------------------       --------------------------------------

                                                1998            1997           1996          1998            1997          1996
                                              --------        -------        -------       --------        -------       --------
<S>                                           <C>             <C>            <C>           <C>             <C>           <C>
Variable Universal Life - 95:
  Deposits                                      59,416         73,369        100,383         69,876        110,237        141,831
  Withdrawals                                  (47,519)       (68,932)       (61,252)       (72,411)       (69,361)      (101,041)
  Outstanding units, beginning of year         292,344        287,907        248,776        407,913        367,037        326,247
                                              --------        -------        -------       --------        -------       --------

  Outstanding units, end of year               304,241        292,344        287,907        405,378        407,913        367,037
                                              ========        =======        =======       ========        =======       ========


Variable General Select Plus:
  Deposits                                      99,382        107,293         95,653         99,249        151,169        136,928
  Withdrawals                                  (42,509)       (41,943)       (24,220)       (40,684)       (56,898)       (38,737)
  Outstanding units, beginning of year         226,141        160,791         89,358        328,018        233,747        135,556
                                              --------        -------        -------       --------        -------       --------

  Outstanding units, end of year               283,014        226,141        160,791        386,583        328,018        233,747
                                              ========        =======        =======       ========        =======       ========


Variable Universal Life - 100:
  Deposits                                     179,653        161,018        167,806        226,944        227,448        213,702
  Withdrawals                                 (166,343)       (42,604)       (22,709)      (114,919)       (64,065)       (38,214)
  Outstanding units, beginning of year         282,274        163,860         18,763        362,381        198,998         23,510
                                              --------        -------        -------       --------        -------       --------

  Outstanding units, end of year               295,584        282,274        163,860        474,406        362,381        198,998
                                              ========        =======        =======       ========        =======       ========



                                                                                                                       (continued)
</TABLE>








<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:


<TABLE>
<CAPTION>

                                                           EQUITY INCOME                    GROWTH
                                                           FUND DIVISION                 FUND DIVISION
                                                           -------------                 -------------

                                                                 1998                          1998
                                                                -----                         -----
<S>                                                             <C>                          <C>
Variable Universal Life - 98: <F*>
  Deposits                                                      2,270                         3,901
  Withdrawals                                                    (115)                         (108)
  Outstanding units, beginning of year                              0                             0
                                                                -----                         -----

  Outstanding units, end of year                                2,155                         3,793
                                                                =====                         =====


Joint and Survivor Variable Universal Life - 98: <F*>
  Deposits                                                        247                            79
  Withdrawals                                                      (7)                           (2)
  Outstanding units, beginning of year                              0                             0
                                                                -----                         -----

  Outstanding units, end of year                                  240                            77
                                                                =====                         =====

<FN>

<F*> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                                  (continued)

</TABLE>
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997, and 1996:

<TABLE>
<CAPTION>
                                                             OVERSEAS                                   ASSET MANAGER
                                                           FUND DIVISION                                FUND DIVISION
                                               -------------------------------------         -------------------------------------

                                                 1998           1997           1996           1998           1997            1996
                                               -------        -------        -------         ------         ------          ------
<S>                                            <C>            <C>            <C>             <C>            <C>             <C>
Variable Universal Life-95:
  Deposits                                      46,762         73,211         86,129          7,584          1,053           1,196
  Withdrawals                                  (41,684)       (33,419)       (57,328)          (605)          (364)            (80)
  Outstanding units, beginning of year         242,563        202,771        173,970          2,132          1,443             327
                                               -------        -------        -------         ------         ------          ------

  Outstanding units, end of year               247,641        242,563        202,771          9,111          2,132           1,443
                                               =======        =======        =======         ======         ======          ======


Variable General Select Plus:
  Deposits                                      60,426         78,015         59,185          7,255          4,792           4,133
  Withdrawals                                  (48,932)       (24,003)       (18,099)          (423)        (1,323)         (1,450)
  Outstanding units, beginning of year         168,708        114,696         73,610          7,680          4,211           1,528
                                               -------        -------        -------         ------         ------          ------

  Outstanding units, end of year               180,202        168,708        114,696         14,512          7,680           4,211
                                               =======        =======        =======         ======         ======          ======


Variable Universal Life-100:
  Deposits                                      62,350         61,939         59,253         30,521         19,775          17,799
  Withdrawals                                  (27,368)       (16,003)       (12,929)        (9,795)        (6,893)         (3,550)
  Outstanding units, beginning of year         100,943         55,007          8,683         30,075         17,193           2,944
                                               -------        -------        -------         ------         ------          ------

  Outstanding units, end of year               135,925        100,943         55,007         50,801         30,075          17,193
                                               =======        =======        =======         ======         ======          ======




                                                                                                                        (continued)
/TABLE
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                               OVERSEAS                   ASSET MANAGER
                                                             FUND DIVISION                FUND DIVISION
                                                             -------------                -------------

                                                                 1998                          1998
                                                                 ----                          ----
<S>                                                              <C>                           <C>
Variable Universal Life - 98: <F*>
  Deposits                                                        601                           697
  Withdrawals                                                     (18)                          (62)
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                  583                           635
                                                                  ===                           ===


Joint and Survivor Variable Universal Life - 98: <F*>
  Deposits                                                        168                             0
  Withdrawals                                                      (5)                            0
  Outstanding units, beginning of year                              0                             0
                                                                  ---                           ---

  Outstanding units, end of year                                  163                             0
                                                                  ===                           ===



<FN>
<F*> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                           (continued)

</TABLE>
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY, (CONTINUED)

The following is a summary of the accumulation unit activity for the
years ended December 31, 1998, 1997,and 1996:

<TABLE>
<CAPTION>
                                                            HIGH INCOME                              WORLDWIDE HARD ASSETS
                                                           FUND DIVISION                               FUND DIVISION<F*>
                                               -------------------------------------         -------------------------------------

                                                 1998           1997           1996           1998           1997            1996
                                               -------        -------         ------         ------         ------          ------
<S>                                            <C>            <C>            <C>             <C>           <C>             <C>
Variable Universal Life-95:
  Deposits                                       6,498          8,197         18,576          3,234          5,256           6,777
  Withdrawals                                   (2,233)       (10,956)        (3,225)        (3,278)          (857)           (976)
  Outstanding units, beginning of period        18,572         21,331          5,980         10,326          5,927             126
                                               -------        -------         ------         ------         ------          ------

  Outstanding units, end of period              22,837         18,572         21,331         10,282         10,326           5,927
                                               =======        =======         ======         ======         ======          ======


Variable General Select Plus:
  Deposits                                      28,629         36,763         32,705            513          1,994           4,222
  Withdrawals                                   (5,891)        (8,788)        (2,369)          (937)        (3,232)            (92)
  Outstanding units, beginning of year          64,632         36,657          6,321          2,892          4,130               0
                                               -------        -------         ------         ------         ------          ------

  Outstanding units, end of year                87,370         64,632         36,657          2,468          2,892           4,130
                                               =======        =======         ======         ======         ======          ======


Variable Universal Life-100:
  Deposits                                      57,671         39,145         41,415          8,405          7,159           6,746
  Withdrawals                                  (17,259)        (9,470)        (8,355)        (3,275)        (2,531)         (1,660)
  Outstanding units, beginning of year          69,238         39,563          6,503         10,573          5,945             859
                                               -------        -------         ------         ------         ------          ------

  Outstanding units, end of year               109,650         69,238         39,563         15,703         10,573           5,945
                                               =======        =======         ======         ======         ======          ======


<FN>
<F*>This fund was formerly known as the Gold & Natural Resources Fund.                                                  (continued)

</TABLE>

<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                             HIGH INCOME               WORLDWIDE HARD ASSETS
                                                            FUND DIVISION                FUND DIVISION<F**>
                                                            -------------              ---------------------

                                                                 1998                           1998
                                                                -----                           ----
<S>                                                            <C>                             <C>
Variable Universal Life - 98: <F*>
  Deposits                                                      1,163                            11
  Withdrawals                                                     (29)                            0
  Outstanding units, beginning of year                              0                             0
                                                                -----                            --

  Outstanding units, end of year                                1,134                            11
                                                                =====                            ==


Joint and Survivor Variable Universal Life - 98: <F*>
  Deposits                                                        175                             0
  Withdrawals                                                      (5)                            0
  Outstanding units, beginning of year                              0                             0
                                                                -----                            --

  Outstanding units, end of year                                  170                             0
                                                                =====                            ==


<FN>
<F*> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.
<F**> This fund was formerly known as the Gold & Natural Resources Fund.                                (continued)

</TABLE> <PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                  MULTI-STYLE EQUITY               CORE BOND
                                                  FUND DIVISION<F*>             FUND DIVISION<F*>
                                               ----------------------        ----------------------

                                                 1998           1997           1998           1997
                                               -------        -------        -------         ------
<S>                                            <C>            <C>            <C>             <C>
Variable Universal Life - 95:<F**>
  Deposits                                      15,537                         4,116
  Withdrawals                                     (679)                          (46)
  Outstanding units, beginning of period             0                             0
                                               -------                       -------

  Outstanding units, end of period              14,858                         4,070
                                               =======                       =======


Variable General Select Plus: <F***>
  Deposits                                     456,763         47,597        450,004         21,805
  Withdrawals                                  (30,453)          (667)       (73,816)          (391)
  Outstanding units, beginning of period        46,930              0         21,414              0
                                               -------        -------        -------         ------

  Outstanding units, end of period             473,240         46,930        397,602         21,414
                                               =======        =======        =======         ======


Variable Universal Life - 100:<F****>
  Deposits                                       8,637                           807
  Withdrawals                                   (1,360)                         (123)
  Outstanding units, beginning of year               0                             0
                                               -------                       -------

  Outstanding units, end of year                 7,277                           684
                                               =======                       =======


Russell Variable Universal Life: <F*****>
  Deposits                                      81,464        153,054         91,724         86,149
  Withdrawals                                   (9,164)        (1,563)       (10,534)        (2,024)
  Outstanding units, beginning of period       151,491              0         84,125              0
                                               -------        -------        -------         ------

  Outstanding units, end of period             223,791        151,491        165,315         84,125
                                               =======        =======        =======         ======



<FN>
<F*> The Multi-style Equity Fund and Core Bond Fund began operations on
January 2, 1997.
<F**> The Variable Universal Life - 95 product was introduced to the
Frank Russell funds on April 30, 1998, and the first deposit was
received on May 14, 1998.
<F***> The Variable General Select Plus product was introduced in 1997,
and the first deposit was received on June 26, 1997.
<F****> The Variable Universal Life - 100 product was introduced to the
Frank Russell funds on April 30, 1998, and the first deposit was
received on May 22, 1998.
<F*****>The Russell Variable Universal Life product was introduced in
1997, and the first deposit was received on June 6, 1997.                                    (continued)

/TABLE
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                WORLDWIDE
                                                             EMERGING MARKETS       MULTI-STYLE EQUITY                CORE BOND
                                                              FUND DIVISION         FUND DIVISION<F**>           FUND DIVISION<F**>
                                                             ----------------       ------------------           ------------------

                                                                1998<F*>                   1998                         1998
                                                                --------                  -----                         ----
<S>                                                             <C>                      <C>                           <C>
Variable Universal Life - 98: <F***>
  Deposits                                                        159                     4,052                          788
  Withdrawals                                                      (9)                     (101)                          (9)
  Outstanding units, beginning of year                              0                         0                            0
                                                                  ---                     -----                          ---

  Outstanding units, end of year                                  150                     3,951                          779
                                                                  ===                     =====                          ===


Joint and Survivor Variable Universal Life - 98: <F***>
  Deposits                                                          0                       410                          169
  Withdrawals                                                       0                       (12)                          (5)
  Outstanding units, beginning of year                              0                         0                            0
                                                                  ---                     -----                          ---

  Outstanding units, end of year                                    0                       398                          164
                                                                  ===                     =====                          ===


<FN>
<F*> The Worldwide Emerging Markets Fund began operations on September
15, 1998.
<F**> The Multi-style Equity Fund and Core Bond Fund began operations on
January 2, 1997.
<F***> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.
                                                                                                                 (continued)
</TABLE>

<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                  AGGRESSIVE EQUITY                  NON-US
                                                  FUND DIVISION<F*>             FUND DIVISION<F*>
                                               ----------------------        ----------------------

                                                 1998           1997           1998            1997
                                               -------         ------        -------         ------
<S>                                            <C>             <C>           <C>             <C>
Variable Universal Life - 95:<F**>
  Deposits                                      14,484                        10,028
  Withdrawals                                     (592)                         (208)
  Outstanding units, beginning of period             0                             0
                                               -------                       -------

  Outstanding units, end of period              13,892                         9,820
                                               =======                       =======


Variable General Select Plus: <F***>
  Deposits                                     192,091         25,379        188,887         28,863
  Withdrawals                                  (43,602)          (279)       (29,735)          (285)
  Outstanding units, beginning of period        25,100              0         28,578              0
                                               -------         ------        -------         ------

  Outstanding units, end of period             173,589         25,100        187,730         28,578
                                               =======         ======        =======         ======


Variable Universal Life - 100:<F****>
  Deposits                                       3,083                         1,576
  Withdrawals                                     (414)                         (127)
  Outstanding units, beginning of year               0                             0
                                               -------                       -------

  Outstanding units, end of year                 2,669                         1,449
                                               =======                       =======


Russell Variable Universal Life: <F*****>
  Deposits                                      34,380         75,650         56,596         50,101
  Withdrawals                                   (3,034)          (494)        (5,688)        (1,018)
  Outstanding units, beginning of period        75,156              0         49,083              0
                                               -------         ------        -------         ------

  Outstanding units, end of period             106,502         75,156         99,991         49,083
                                               =======         ======        =======         ======


<FN>
<F*> The Aggressive Equity Fund and Non-US Fund began operations on
January 2, 1997.
<F**> The Variable Universal Life - 95 product was introduced to the
Frank Russell funds on April 30, 1998, and the first deposit was
received on May 14, 1998.
<F***> The Variable General Select Plus product was introduced in 1997,
and the first deposit was received on June 26, 1997.
<F****> The Variable Universal Life - 100 product was introduced to the
Frank Russell funds on April 30, 1998, and the first deposit was
received on May 22, 1998.
<F*****>The Russell Variable Universal Life product was introduced in
1997, and the first deposit was received on June 6, 1997.                                    (continued)

</TABLE>

<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                          AGGRESSIVE EQUITY                  NON-US
                                                          FUND DIVISION<F*>             FUND DIVISION<F*>
                                                          -----------------             -----------------

                                                                 1998                          1998
                                                                -----                          ----
<S>                                                            <C>                            <C>
Variable Universal Life - 98: <F**>
  Deposits                                                      3,760                           885
  Withdrawals                                                     (70)                          (16)
  Outstanding units, beginning of year                              0                             0
                                                                -----                           ---

  Outstanding units, end of year                                3,690                           869
                                                                =====                           ===


Joint and Survivor Variable Universal Life - 98: <F**>
  Deposits                                                          0                           165
  Withdrawals                                                       0                            (5)
  Outstanding units, beginning of year                              0                             0
                                                                -----                           ---

  Outstanding units, end of year                                    0                           160
                                                                =====                           ===


<FN>
<F*> The Aggressive Equity Fund and Non-US Fund began operations on
January 2, 1997.
<F**> The Variable Universal Life 98 and Joint And Survivor Variable
Universal Life products were introduced in 1998, and the first deposits
were received on September 29, 1998 and October 14, 1998, respectively.                                    (continued)

/TABLE
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1998:

<TABLE>
<CAPTION>
                                              INCOME & GROWTH               INTERNATIONAL                    VALUE
                                               FUND DIVISION                FUND DIVISION                FUND DIVISION
                                              ---------------               -------------                -------------

                                                 1998<F*>                      1998<F*>                     1998<F*>
                                                 --------                      --------                     --------
<S>                                              <C>                             <C>                          <C>
Variable Universal Life - 98: <F**>
  Deposits                                         631                            92                           360
  Withdrawals                                      (16)                           (7)                           (3)
  Outstanding units, beginning of period             0                             0                             0
                                                   ---                            --                           ---

  Outstanding units, end of period                 615                            85                           357
                                                   ===                            ==                           ===



<FN>
<F*> The Income & Growth Fund, International Fund, and Value Fund began
operations on September 15, 1998.
<F**> The Variable Universal Life 98 product was introduced in 1998, and
the first deposit was received on September 29, 1998.                                                      (continued)

/TABLE
<PAGE>
<PAGE>

NOTE 6 - ACCUMULATION UNIT ACTIVITY (CONTINUED)

The following is a summary of the accumulation unit activity for the
period ended December 31, 1998:

<TABLE>
<CAPTION>
                                                             BOND PORTFOLIO                SMALL COMPANY
                                                             FUND DIVISION                 FUND DIVISION
                                                             --------------                -------------

                                                                1998<F*>                      1998<F*>
                                                                  ---                           ---
<S>                                                              <C>                          <C>
Variable Universal Life - 98: <F**>
  Deposits                                                        330                           292
  Withdrawals                                                      (2)                          (19)
  Outstanding units, beginning of period                            0                             0
                                                                  ---                           ---

  Outstanding units, end of period                                328                           273
                                                                  ===                           ===



<FN>
<F*> The Bond Portfolio Fund and Small Company Fund began operations on
September 15, 1998.
<F**> The Variable Universal Life 98 product was introduced in 1998, and
the first deposit was received on September 29, 1998.

</TABLE>
<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT

Deposits into the Separate Account are used to purchase shares in the
Capital Company, Variable Insurance Products Funds, Variable Insurance
Products Fund II, Van Eck Worldwide Insurance Trust, Russell Insurance
Funds, American Century Variable Portfolios, or J.P. Morgan Series Trust
II. Net deposits represent the amounts available for investment in such
shares after deduction of sales charges, premium taxes, administrative
costs, insurance, underwriting and acquisition expense, cost of
insurance, and cost of optional benefits by rider.  Realized and
unrealized capital gains (losses) have been excluded from net deposits
into the Separate Account because they have been included in increase
(decrease) in net assets resulting from operations in the Statements of
Changes in Net Assets.

<TABLE>
Variable Universal Life - 95:
- -----------------------------


<CAPTION>
                                                         S & P 500 INDEX                              MONEY MARKET
                                                          FUND DIVISION                               FUND DIVISION
                                            ----------------------------------------      ----------------------------------------

                                               1998           1997           1996            1998          1997             1996
                                            ----------     ----------     ----------      ---------    -----------       ---------
<S>                                         <C>            <C>            <C>             <C>          <C>               <C>
Total gross deposits                        $1,456,349     $1,099,723     $1,063,999      $ 813,595    $ 1,794,475       $ 575,302
Transfers between fund divisions and
  General American                             150,022        931,860        139,650       (578,617)    (1,471,521)       (728,445)
Surrenders and withdrawals                    (471,926)      (144,131)       (82,719)        (1,674)       (20,934)       (107,442)
                                            ----------     ----------     ----------      ---------    -----------       ---------

Total gross deposits, transfers, and
  surrenders between fund divisions          1,134,445      1,887,452      1,120,930        233,304        302,020        (260,585)
                                            ----------     ----------     ----------      ---------    -----------       ---------

Deductions:
  Premium load charges                         115,481         84,994         84,266         63,307        371,169          46,330
  Cost of insurance and administrative
    expenses                                   702,222        481,051        430,221        217,403        135,973         105,165
                                            ----------     ----------     ----------      ---------    -----------       ---------

     Total deductions                          817,703        566,045        514,487        280,710        507,142         151,495
                                            ----------     ----------     ----------      ---------    -----------       ---------


Net deposits into (withdrawals from)
  Separate Account                          $  316,742     $1,321,407     $  606,443      $ (47,406)   $  (205,122)      $(412,080)
                                            ==========     ==========     ==========      =========    ===========       =========

<CAPTION>
                                                                                                                        (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)


Variable Universal Life - 95:
- -----------------------------



                                                            BOND INDEX                                  MANAGED EQUITY
                                                           FUND DIVISION                                FUND DIVISION
                                              --------------------------------------       ---------------------------------------

                                                1998           1997           1996           1998           1997            1996
                                              --------      ---------      ---------       --------      ---------       ---------
<S>                                           <C>           <C>            <C>             <C>           <C>             <C>
Total gross deposits                          $443,018      $ 312,433      $ 321,458       $364,076      $ 359,432       $ 395,649
Transfers between fund divisions and
  General American                              39,732        504,481         20,627          1,644         53,604        (120,443)
Surrenders and withdrawals                     (48,407)      (161,856)      (171,083)       (48,475)      (162,045)        (83,215)
                                              --------      ---------      ---------       --------      ---------       ---------

Total gross deposits, transfers, and
  surrenders between fund divisions            434,343        655,058        171,002        317,245        250,991         191,991
                                              --------      ---------      ---------       --------      ---------       ---------


Deductions:
  Premium load charges                          33,733         24,355         25,685         28,257         27,564          31,741
  Cost of insurance and administrative
    expenses                                   124,148        111,704        119,034        197,695        191,337         187,326
                                              --------      ---------      ---------       --------      ---------       ---------

     Total deductions                          157,881        136,059        144,719        225,952        218,901         219,067
                                              --------      ---------      ---------       --------      ---------       ---------


Net deposits into (withdrawals from)
  Separate Account                            $276,462      $ 518,999      $  26,283       $ 91,293      $  32,090       $ (27,076)
                                              ========      =========      =========       ========      =========       =========

<CAPTION>
                                                                                                                       (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)


Variable Universal Life - 95:
- -----------------------------





                                                         ASSET ALLOCATION                            INTERNATIONAL INDEX
                                                          FUND DIVISION                               FUND DIVISION<F*>
                                            ----------------------------------------      ----------------------------------------

                                               1998           1997           1996            1998           1997            1996
                                            ----------     ----------     ----------      ---------      ---------       ---------
<S>                                         <C>            <C>            <C>             <C>            <C>             <C>
Total gross deposits                        $1,409,425     $1,571,785     $1,478,021      $ 577,527      $ 674,809       $ 657,882
Transfers between fund divisions and
  General American                            (240,301)      (542,327)       (26,293)      (287,016)      (244,489)        132,812
Surrenders and withdrawals                    (237,885)      (261,445)      (117,682)       (53,267)       (27,295)       (102,036)
                                            ----------     ----------     ----------      ---------      ---------       ---------

Total gross deposits, transfers, and
  surrenders between fund divisions            931,239        768,013      1,334,046        237,244        403,025         688,658
                                            ----------     ----------     ----------      ---------      ---------       ---------


Deductions:
  Premium load charges                         101,603        115,555        113,909         45,221         53,326          52,174
  Cost of insurance and administrative
    expenses                                   453,887        472,278        467,810        203,189        206,172         215,112
                                            ----------     ----------     ----------      ---------      ---------       ---------

     Total deductions                          555,490        587,833        581,719        248,410        259,498         267,286
                                            ----------     ----------     ----------      ---------      ---------       ---------


Net deposits into (withdrawals from)
  Separate Account                          $  375,749     $  180,180     $  752,327      $ (11,166)     $ 143,527       $ 421,372
                                            ==========     ==========     ==========      =========      =========       =========


<FN>
<F*>This fund was formerly known as the International Equity Fund.                                                     (continued)


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)


Variable Universal Life - 95:
- -----------------------------





                                                          MID-CAP EQUITY                                     SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                                     FUND DIVISION
                                             ---------------------------------------                      ------------------------

                                                1998           1997          1996                           1998         1997<F***>
                                             ---------      ---------    -----------                      --------        --------
<S>                                          <C>            <C>          <C>                              <C>             <C>
Total gross deposits                         $ 535,140      $ 731,205    $   927,388                      $ 92,984        $ 81,175
Transfers between fund divisions and
  General American                            (161,251)      (545,250)      (325,567)                      123,494         386,732
Surrenders and withdrawals                     (60,979)       (30,828)       (74,752)                      (13,142)              0
Seed withdrawals <F**>                               0              0     (1,494,837)                            0               0
                                             ---------      ---------    -----------                      --------        --------

Total gross deposits, transfers, and
  surrenders between fund divisions            312,910        155,127       (967,768)                      203,336         467,907
                                             ---------      ---------    -----------                      --------        --------


Deductions:
  Premium load charges                          40,775         55,258         73,857                         7,292           6,341
  Cost of insurance and administrative
    expenses                                   229,610        226,846        224,222                        23,300           4,229
                                             ---------      ---------    -----------                      --------        --------

     Total deductions                          270,385        282,104        298,079                        30,592          10,570
                                             ---------      ---------    -----------                      --------        --------


Net deposits into (withdrawals from)
  Separate Account                           $  42,525      $(126,977)   $(1,265,847)                     $172,744        $457,337
                                             =========      =========    ===========                      ========        ========

<FN>
<F*>   This fund was formerly known as the Special Equity Fund.
<F**>  Represents funds distributed to General American Life Insurance
       Company in repayment of seed money used to start the Special Equity Fund in 1993.
<F***> The Small-Cap Equity Fund began operations on May 1, 1997.                                                      (continued)

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)


Variable Universal Life - 95:
- -----------------------------





                                                           EQUITY-INCOME                                   GROWTH
                                                           FUND DIVISION                               FUND DIVISION
                                            ----------------------------------------     ----------------------------------------

                                               1998           1997           1996           1998           1997           1996
                                            ----------     ----------     ----------     ----------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                        $1,154,929     $1,258,958     $1,399,658     $1,514,732     $1,700,056     $2,077,054
Transfers between fund divisions and
  General American                             (50,446)      (346,404)        10,733       (487,503)       124,428       (252,029)
Surrenders and withdrawals                    (247,987)      (243,196)      (186,491)      (324,276)      (260,054)      (386,745)
                                            ----------     ----------     ----------     ----------     ----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions            856,496        669,358      1,223,900        702,953      1,564,430      1,438,280
                                            ----------     ----------     ----------     ----------     ----------     ----------


Deductions:
  Premium load charges                          91,178         98,808        111,476        118,852        134,071        165,735
  Cost of insurance and administrative
    expenses                                   484,812        470,011        473,165        664,659        606,328        610,838
                                            ----------     ----------     ----------     ----------     ----------     ----------

     Total deductions                          575,990        568,819        584,641        783,511        740,399        776,573
                                            ----------     ----------     ----------     ----------     ----------     ----------


Net deposits into (withdrawals from)
  Separate Account                          $  280,506     $  100,539     $  639,259     $  (80,558)    $  824,031     $  661,707
                                            ==========     ==========     ==========     ==========     ==========     ==========

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 95:
- -----------------------------




                                                             OVERSEAS                                  ASSET MANAGER
                                                          FUND DIVISION                                FUND DIVISION
                                             ---------------------------------------       --------------------------------------
                                                1998           1997          1996            1998            1997          1996
                                             ---------     ----------     ----------       --------        -------        -------
<S>                                          <C>           <C>            <C>              <C>             <C>            <C>
Total gross deposits                         $ 792,155     $  927,173     $1,128,054       $ 28,935        $ 9,236        $ 3,210
Transfers between fund divisions and
  General American                            (249,954)       262,454       (173,088)        85,499          3,098         10,046
Surrenders and withdrawals                     (84,661)      (121,639)      (163,405)        (1,077)             0              0
                                             ---------     ----------     ----------       --------        -------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions            457,540      1,067,988        791,561        113,357         12,334         13,256
                                             ---------     ----------     ----------       --------        -------        -------


Deductions:
  Premium load charges                          60,018         71,458         89,820          2,699            706            248
  Cost of insurance and administrative
    expenses                                   304,803        302,840        289,700          8,127          1,874            896
                                             ---------     ----------     ----------       --------        -------        -------

     Total deductions                          364,821        374,298        379,520         10,826          2,580          1,144
                                             ---------     ----------     ----------       --------        -------        -------


Net deposits into Separate Account           $  92,719     $  693,690     $  412,041       $102,531        $ 9,754        $12,112
                                             =========     ==========     ==========       ========        =======        =======


<CAPTION>
                                                                                                                       (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 95:
- -----------------------------




                                                            HIGH INCOME                              WORLDWIDE HARD ASSETS
                                                           FUND DIVISION                               FUND DIVISION<F*>
                                               -------------------------------------       --------------------------------------
                                                 1998          1997           1996           1998            1997          1996
                                               -------       --------       --------       --------        -------        -------
<S>                                            <C>           <C>            <C>            <C>             <C>            <C>
Total gross deposits                           $52,060       $ 61,425       $ 47,325       $ 21,677        $29,642        $ 7,990
Transfers between fund divisions and
  General American                              34,487        (76,243)       146,648        (21,580)        31,281         63,119
Surrenders and withdrawals                         (29)             0              0            (10)             0              0
                                               -------       --------       --------       --------        -------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions             86,518        (14,818)       193,973             87         60,923         71,109
                                               -------       --------       --------       --------        -------        -------


Deductions:
  Premium load charges                           4,139          4,910          3,747          1,790          2,223            595
  Cost of insurance and administrative
    expenses                                    22,068         19,821         16,948          3,541          5,330          3,272
                                               -------       --------       --------       --------        -------        -------

     Total deductions                           26,207         24,731         20,695          5,331          7,553          3,867
                                               -------       --------       --------       --------        -------        -------


Net deposits into (withdrawals from)
Separate Account                               $60,311       $(39,549)      $173,278       $ (5,244)       $53,370        $67,242
                                               =======       ========       ========       ========        =======        =======

<FN>

<F*> This fund was formerly known as the Gold & Natural Resources Fund.

<CAPTION>
                                                                                                                      (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 95:
- -----------------------------




                                         MULTI-STYLE EQUITY      CORE BOND     AGGRESSIVE EQUITY       NON-US
                                            FUND DIVISION      FUND DIVISION     FUND DIVISION     FUND DIVISION
                                         ------------------    -------------   -----------------   -------------
                                              1998<F*>           1998<F*>         1998<F*>            1998<F*>
                                              --------           --------         --------            --------
<S>                                           <C>                <C>              <C>                 <C>
Total gross deposits                          $ 11,160           $   558          $  3,900            $ 5,027
Transfers between fund divisions and
  General American                             129,908            42,124           111,676             81,549
Surrenders and withdrawals                      (1,571)                0              (721)                 0
                                              --------           -------          --------            -------

Total gross deposits, transfers, and
  surrenders between fund divisions            139,497            42,682           114,855             86,576
                                              --------           -------          --------            -------


Deductions:
  Premium load charges                           1,059                33               512                536
  Cost of insurance and administrative
    expenses                                     2,418               479             2,054              1,957
                                              --------           -------          --------            -------

     Total deductions                            3,477               512             2,566              2,493
                                              --------           -------          --------            -------


Net deposits into Separate Account            $136,020           $42,170          $112,289            $84,083
                                              ========           =======          ========            =======

<FN>

<F*> The Variable Universal Life - 95 product became available to these
funds on April 30, 1998.

<CAPTION>
                                                                                                   (continued)
<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)


</TABLE>
<TABLE>

Variable General Select Plus:
- -----------------------------




                                                         S & P 500 INDEX                               MONEY MARKET
                                                          FUND DIVISION                                FUND DIVISION
                                            ----------------------------------------   ------------------------------------------
                                               1998           1997           1996           1998           1997          1996
                                            ----------    -----------     ----------   ------------    -----------   ------------
<S>                                         <C>           <C>             <C>          <C>             <C>            <C>
Total gross deposits                        $1,357,475    $ 1,229,167     $  475,955   $ 16,933,833    $11,949,827   $ 18,203,638
Transfers between fund divisions and
  General American                           5,431,739      1,639,191      5,512,487    (20,254,746)    (6,333,824)   (13,115,248)
Surrenders and withdrawals                    (152,414)    (5,100,149)       (28,210)      (214,226)    (4,042,319)       (15,934)
                                            ----------    -----------     ----------   ------------    -----------   ------------

Total gross deposits, transfers, and
  surrenders between fund divisions          6,636,800     (2,231,791)     5,960,232     (3,535,139)     1,573,684      5,072,456
                                            ----------    -----------     ----------   ------------    -----------   ------------


Deductions:
  Premium load charges                          99,759         88,924         35,750      1,299,538        870,893      1,315,430
  Cost of insurance and administrative
    expenses                                   293,438        158,092         63,207        221,400        158,166        126,052
                                            ----------    -----------     ----------   ------------    -----------   ------------

     Total deductions                          393,197        247,016         98,957      1,520,938      1,029,059      1,441,482
                                            ----------    -----------     ----------   ------------    -----------   ------------


Net deposits into (withdrawals from)
  Separate Account                          $6,243,603    $(2,478,807)    $5,861,275   $ (5,056,077)   $   544,625   $  3,630,974
                                            ==========    ===========     ==========   ============    ===========   ============

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                           BOND INDEX                                  MANAGED EQUITY
                                                          FUND DIVISION                                FUND DIVISION
                                              --------------------------------------       --------------------------------------
                                                1998          1997           1996            1998           1997           1996
                                              --------    -----------     ----------       --------       --------       --------
<S>                                           <C>         <C>             <C>              <C>            <C>            <C>
Total gross deposits                          $146,938    $   170,971     $   68,383       $185,192       $225,421       $131,764
Transfers between fund divisions and
  General American                             205,041        109,381      4,780,139           (477)        49,038        170,404
Surrenders and withdrawals                     (27,635)    (4,675,478)        (5,060)       (44,810)       (28,866)             0
                                              --------    -----------     ----------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            324,344     (4,395,126)     4,843,462        139,905        245,593        302,168
                                              --------    -----------     ----------       --------       --------       --------


Deductions:
  Premium load charges                          10,813         12,639          5,137         12,749         16,872          9,560
  Cost of insurance and administrative
    expenses                                    29,846         24,838         16,027         29,578         24,211         11,739
                                              --------    -----------     ----------       --------       --------       --------

     Total deductions                           40,659         37,477         21,164         42,327         41,083         21,299
                                              --------    -----------     ----------       --------       --------       --------


Net deposits into (withdrawals from)
  Separate Account                            $283,685    $(4,432,603)    $4,822,298       $ 97,578       $204,510       $280,869
                                              ========    ===========     ==========       ========       ========       ========

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                          ASSET ALLOCATION                          INTERNATIONAL INDEX
                                                           FUND DIVISION                             FUND DIVISION<F*>
                                             ---------------------------------------       --------------------------------------
                                                1998           1997           1996           1998           1997           1996
                                             ---------       --------       --------       --------       --------       --------
<S>                                          <C>             <C>            <C>            <C>            <C>            <C>
Total gross deposits                         $ 231,397       $225,188       $170,662       $244,143       $273,454       $181,044
Transfers between fund divisions and
  General American                             160,811         92,485        (27,308)       (26,160)       190,371         32,353
Surrenders and withdrawals                    (166,928)       (48,400)       (26,276)       (16,419)       (47,175)       (10,048)
                                             ---------       --------       --------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            225,280        269,273        117,078        201,564        416,650        203,349
                                             ---------       --------       --------       --------       --------       --------


Deductions:
  Premium load charges                          14,905         17,168         12,611         16,859         19,728         13,690
  Cost of insurance and administrative
    expenses                                    84,944         67,268         52,342         44,378         37,091         23,940
                                             ---------       --------       --------       --------       --------       --------

     Total deductions                           99,849         84,436         64,953         61,237         56,819         37,630
                                             ---------       --------       --------       --------       --------       --------


Net deposits into Separate Account           $ 125,431       $184,837       $ 52,125       $140,327       $359,831       $165,719
                                             =========       ========       ========       ========       ========       ========

<FN>

<F*> This fund was formerly known as the International Equity Fund.

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                          MID-CAP EQUITY                                      SMALL-CAP EQUITY
                                                         FUND DIVISION<F*>                                     FUND DIVISION
                                              --------------------------------------                      -----------------------
                                                1998           1997           1996                          1998         1997<F**>
                                              --------       --------       --------                      --------       --------
<S>                                           <C>            <C>            <C>                           <C>            <C>
Total gross deposits                          $338,015       $376,253       $191,049                      $263,673       $ 59,270
Transfers between fund divisions and
  General American                             458,678        301,956        (58,467)                      330,151        326,392
Surrenders and withdrawals                     (25,379)       (53,267)       (52,717)                            0              0
                                              --------       --------       --------                      --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            771,314        624,942         79,865                       593,824        385,662
                                              --------       --------       --------                      --------       --------


Deductions:
  Premium load charges                          24,362         29,256         13,676                        19,071          4,711
  Cost of insurance and administrative
    expenses                                    67,262         40,346         26,565                        19,764          3,518
                                              --------       --------       --------                      --------       --------

     Total deductions                           91,624         69,602         40,241                        38,835          8,229
                                              --------       --------       --------                      --------       --------


Net deposits into Separate Account            $679,690       $555,340       $ 39,624                      $554,989       $377,433
                                              ========       ========       ========                      ========       ========

<FN>
<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                          EQUITY-INCOME                                    GROWTH
                                                          FUND DIVISION                                FUND DIVISION
                                            ----------------------------------------     ----------------------------------------
                                               1998           1997           1996           1998           1997           1996
                                            ----------     ----------     ----------     ----------     ----------     ----------
<S>                                         <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                        $1,492,223     $1,043,306     $  673,157     $1,297,862     $1,354,928     $  899,999
Transfers between fund divisions and
  General American                             748,006        658,129        638,476        891,558        957,813        888,367
Surrenders and withdrawals                    (183,143)      (148,279)       (10,403)      (255,377)      (268,257)       (48,837)
                                            ----------     ----------     ----------     ----------     ----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions          2,057,086      1,553,156      1,301,230      1,934,043      2,044,484      1,739,529
                                            ----------     ----------     ----------     ----------     ----------     ----------


Deductions:
  Premium load charges                          82,617         78,543         53,024         84,087        101,854         69,694
  Cost of insurance and administrative
    expenses                                   216,335        163,469        112,967        250,176        206,497        136,072
                                            ----------     ----------     ----------     ----------     ----------     ----------

     Total deductions                          298,952        242,012        165,991        334,263        308,351        205,766
                                            ----------     ----------     ----------     ----------     ----------     ----------


Net deposits into Separate Account          $1,758,134     $1,311,144     $1,135,239     $1,599,780     $1,736,133     $1,533,763
                                            ==========     ==========     ==========     ==========     ==========     ==========

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                             OVERSEAS                                   ASSET MANAGER
                                                          FUND DIVISION                                 FUND DIVISION
                                             ---------------------------------------       --------------------------------------
                                                1998           1997           1996           1998            1997           1996
                                             ---------       --------       --------       --------        -------        -------
<S>                                          <C>             <C>            <C>            <C>             <C>            <C>
Total gross deposits                         $ 557,583       $763,625       $385,284       $ 27,818        $53,004        $ 8,754
Transfers between fund divisions and
  General American                            (150,747)       265,722        271,694         93,342          3,027         26,425
Surrenders and withdrawals                     (55,531)       (56,432)       (45,712)             0         (2,184)        (2,067)
                                             ---------       --------       --------       --------        -------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions            351,305        972,915        611,266        121,160         53,847         33,112
                                             ---------       --------       --------       --------        -------        -------


Deductions:
  Premium load charges                          40,327         57,640         29,621          1,654          3,927            670
  Cost of insurance and administrative
    expenses                                    79,907         71,616         46,151          6,502          3,625          1,631
                                             ---------       --------       --------       --------        -------        -------

     Total deductions                          120,234        129,256         75,772          8,156          7,552          2,301
                                             ---------       --------       --------       --------        -------        -------


Net deposits into Separate Account           $ 231,071       $843,659       $535,494       $113,004        $46,295        $30,811
                                             =========       ========       ========       ========        =======        =======

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                            HIGH INCOME                             WORLDWIDE HARD ASSETS
                                                           FUND DIVISION                              FUND DIVISION<F*>
                                              --------------------------------------        -------------------------------------
                                                1998           1997           1996            1998          1997           1996
                                              --------       --------       --------        -------       --------        -------
<S>                                           <C>            <C>            <C>             <C>           <C>             <C>
Total gross deposits                          $241,925       $201,994       $ 91,307        $ 6,454       $ 22,621        $ 1,869
Transfers between fund divisions and
  General American                             156,540        207,353        278,491         (6,638)         1,823         45,785
Surrenders and withdrawals                     (16,195)        (6,433)             0           (841)       (36,871)             0
                                              --------       --------       --------        -------       --------        -------

Total gross deposits, transfers, and
  surrenders between fund divisions            382,270        402,914        369,798         (1,025)       (12,427)        47,654
                                              --------       --------       --------        -------       --------        -------


Deductions:
  Premium load charges                          17,692         15,004          7,156            376          1,715            175
  Cost of insurance and administrative
    expenses                                    34,790         25,526         12,823          1,055            890          1,041
                                              --------       --------       --------        -------       --------        -------

     Total deductions                           52,482         40,530         19,979          1,431          2,605          1,216
                                              --------       --------       --------        -------       --------        -------


Net deposits into (withdrawals from)
  Separate Account                            $329,788       $362,384       $349,819        $(2,456)      $(15,032)       $46,438
                                              ========       ========       ========        =======       ========        =======

<FN>

<F*>This fund was formerly known as the Gold & Natural Resources Fund.

<CAPTION>
                                                                                                                      (continued)


<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable General Select Plus:
- -----------------------------




                                                 MULTI-STYLE EQUITY                               CORE BOND
                                                   FUND DIVISION                                FUND DIVISION
                                            -------------------------                    -------------------------
                                               1998          1997<F*>                       1998          1997<F*>
                                            ----------       --------                    ----------       --------
<S>                                         <C>              <C>                         <C>              <C>
Total gross deposits                        $1,940,731       $ 80,451                    $1,482,889       $ 17,978
Transfers between fund divisions and
  General American                           4,822,163        532,364                     3,101,165        215,118
Surrenders and withdrawals                        (187)             0                             0              0
                                            ----------       --------                    ----------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions          6,762,707        612,815                     4,584,054        233,096
                                            ----------       --------                    ----------       --------


Deductions:
  Premium load charges                         204,842          5,866                       117,137          1,346
  Cost of insurance and administrative
    expenses                                   255,638          8,425                       182,736          2,474
                                            ----------       --------                    ----------       --------

     Total deductions                          460,480         14,291                       299,873          3,820
                                            ----------       --------                    ----------       --------


Net deposits into Separate Account          $6,302,227       $598,524                    $4,284,181       $229,276
                                            ==========       ========                    ==========       ========

<CAPTION>

                                                AGGRESSIVE EQUITY                                 NON-US
                                                  FUND DIVISION                                FUND DIVISION
                                            -------------------------                    -------------------------
                                               1998          1997<F*>                       1998          1997<F*>
                                            ----------       --------                    ----------       --------
<S>                                         <C>              <C>                         <C>              <C>
Total gross deposits                        $  502,264       $ 54,099                    $  264,324       $ 42,059
Transfers between fund divisions and
  General American                           1,704,740        281,507                     1,609,166        276,242
Surrenders and withdrawals                        (116)             0                          (119)             0
                                            ----------       --------                    ----------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions          2,206,888        335,606                     1,873,371        318,301
                                            ----------       --------                    ----------       --------


Deductions:
  Premium load charges                          71,141          3,761                        34,958          3,283
  Cost of insurance and administrative
    expenses                                    47,691          3,632                        38,906          3,028
                                            ----------       --------                    ----------       --------

     Total deductions                          118,832          7,393                        73,864          6,311
                                            ----------       --------                    ----------       --------


Net deposits into Separate Account          $2,088,056       $328,213                    $1,799,507       $311,990
                                            ==========       ========                    ==========       ========

                                                                                                       (continued)
<FN>
<F*>The Multi-style Equity Fund, Core Bond Fund, Aggressive Equity Fund,
and Non-US Fund began operations on January 2, 1997.
</TABLE>

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)

<TABLE>

Variable Universal Life - 100:
- ------------------------------


<CAPTION>

                                                         S & P 500 INDEX                              MONEY MARKET
                                                          FUND DIVISION                               FUND DIVISION
                                            ----------------------------------------    -----------------------------------------
                                               1998           1997           1996           1998           1997          1996
                                            ----------     ----------     ----------    -----------    -----------    -----------
<S>                                         <C>            <C>            <C>           <C>            <C>            <C>
Total gross deposits                        $3,774,275     $1,995,433     $  606,419    $ 9,507,851    $ 8,679,144    $ 7,989,872
Transfers between fund divisions and
  General American                           5,484,204      2,177,143      1,285,071     (8,000,842)    (7,303,949)    (6,898,282)
Surrenders and withdrawals                    (299,771)       (68,513)       (12,850)       (11,635)        (3,421)          (242)
                                            ----------     ----------     ----------    -----------    -----------    -----------

Total gross deposits, transfers, and
  surrenders between fund divisions          8,958,708      4,104,063      1,878,640      1,495,374      1,371,774      1,091,348
                                            ----------     ----------     ----------    -----------    -----------    -----------


Deductions:
  Premium load charges                         126,277         66,092         20,294        296,413        286,729        250,193
  Cost of insurance and administrative
    expenses                                 1,411,705        671,147        258,742        639,686        599,119        502,668
                                            ----------     ----------     ----------    -----------    -----------    -----------

     Total deductions                        1,537,982        737,239        279,036        936,099        885,848        752,861
                                            ----------     ----------     ----------    -----------    -----------    -----------


Net deposits into Separate Account          $7,420,726     $3,366,824     $1,599,604    $   559,275    $   485,926    $   338,487
                                            ==========     ==========     ==========    ===========    ===========    ===========

<CAPTION>
                                                                                                                      (continued)
<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------


                                                            BOND INDEX                                 MANAGED EQUITY
                                                           FUND DIVISION                                FUND DIVISION
                                              --------------------------------------       --------------------------------------
                                                1998           1997           1996           1998           1997           1996
                                              --------       --------       --------       --------       --------       --------
<S>                                           <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                          $279,989       $184,259       $ 58,468       $488,098       $228,756       $102,809
Transfers between fund divisions and
  General American                             613,426        265,500        257,285        247,910        432,012        120,203
Surrenders and withdrawals                     (10,480)        (4,282)        (2,419)       (59,153)       (13,613)          (413)
                                              --------       --------       --------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            882,935        445,477        313,334        676,855        647,155        222,599
                                              --------       --------       --------       --------       --------       --------


Deductions:
  Premium load charges                           9,514          6,186          1,906         16,604          7,603          3,442
  Cost of insurance and administrative
    expenses                                    83,804         57,817         31,767        178,243         96,349         36,945
                                              --------       --------       --------       --------       --------       --------

     Total deductions                           93,318         64,003         33,673        194,847        103,952         40,387
                                              --------       --------       --------       --------       --------       --------


Net deposits into Separate Account            $789,617       $381,474       $279,661       $482,008       $543,203       $182,212
                                              ========       ========       ========       ========       ========       ========

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                                          ASSET ALLOCATION                           INTERNATIONAL INDEX
                                                           FUND DIVISION                              FUND DIVISION<F*>
                                              --------------------------------------       --------------------------------------
                                                1998           1997           1996           1998           1997           1996
                                              --------       --------       --------       --------       --------       --------
<S>                                           <C>            <C>            <C>            <C>            <C>            <C>
Total gross deposits                          $652,869       $297,431       $ 91,429       $542,245       $380,598       $202,195
Transfers between fund divisions and
  General American                             212,547        423,970        233,391         82,381        259,917        315,663
Surrenders and withdrawals                     (16,485)        (7,250)          (906)       (13,406)       (12,338)        (2,005)
                                              --------       --------       --------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            848,931        714,151        323,914        611,220        628,177        515,853
                                              --------       --------       --------       --------       --------       --------


Deductions:
  Premium load charges                          21,971         10,273          3,162         18,719         12,990          6,724
  Cost of insurance and administrative
    expenses                                   237,042        159,083         38,520        172,801        138,712         79,260
                                              --------       --------       --------       --------       --------       --------

     Total deductions                          259,013        169,356         41,682        191,520        151,702         85,984
                                              --------       --------       --------       --------       --------       --------


Net deposits into Separate Account            $589,918       $544,795       $282,232       $419,700       $476,475       $429,869
                                              ========       ========       ========       ========       ========       ========

<FN>
<F*>This fund was formerly known as the International Equity Fund.                                                    (continued)

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                                           MID-CAP EQUITY                                     SMALL-CAP EQUITY
                                                          FUND DIVISION<F*>                                     FUND DIVISION
                                              --------------------------------------                      -----------------------
                                                1998           1997           1996                          1998         1997<F**>
                                              --------       --------       --------                      --------       --------
<S>                                           <C>            <C>            <C>                           <C>            <C>
Total gross deposits                          $694,795       $405,467       $232,270                      $390,118       $ 48,912
Transfers between fund divisions and
  General American                             218,584        129,102        228,709                       485,204        254,044
Surrenders and withdrawals                     (36,811)       (15,375)        (5,591)                       (2,420)             0
                                              --------       --------       --------                      --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            876,568        519,194        455,388                       872,902        302,956
                                              --------       --------       --------                      --------       --------


Deductions:
  Premium load charges                          23,485         13,537          7,772                        13,324          1,579
  Cost of insurance and administrative
    expenses                                   206,508        140,909         82,326                       114,663          7,052
                                              --------       --------       --------                      --------       --------

     Total deductions                          229,993        154,446         90,098                       127,987          8,631
                                              --------       --------       --------                      --------       --------


Net deposits into Separate Account            $646,575       $364,748       $365,290                      $744,915       $294,325
                                              ========       ========       ========                      ========       ========

<FN>

<F*>This fund was formerly known as the Special Equity Fund.
<F**>The Small-Cap Equity Fund began operations on May 1, 1997.                                                       (continued)

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                                          EQUITY INCOME                                  GROWTH
                                                          FUND DIVISION                               FUND DIVISION
                                           -----------------------------------------     ----------------------------------------
                                               1998           1997           1996           1998           1997           1996
                                           -----------     ----------     ----------     ----------     ----------     ----------
<S>                                        <C>             <C>            <C>            <C>            <C>            <C>
Total gross deposits                       $ 2,136,531     $1,996,233     $  914,095     $2,942,824     $2,402,233     $1,361,304
Transfers between fund divisions and
  General American                          (1,236,416)       792,184      1,521,792        694,369      1,492,743      1,759,062
Surrenders and withdrawals                    (127,426)       (44,826)        (7,812)      (279,188)      (114,282)       (38,619)
                                           -----------     ----------     ----------     ----------     ----------     ----------

Total gross deposits, transfers, and
  surrenders between fund divisions            772,689      2,743,591      2,428,075      3,358,005      3,780,694      3,081,747
                                           -----------     ----------     ----------     ----------     ----------     ----------


Deductions:
  Premium load charges                          78,973         66,340         29,267        103,369         80,190         44,819
  Cost of insurance and administrative
    expenses                                   940,207        572,720        303,902      1,188,418        842,557        472,178
                                           -----------     ----------     ----------     ----------     ----------     ----------

     Total deductions                        1,019,180        639,060        333,169      1,291,787        922,747        516,997
                                           -----------     ----------     ----------     ----------     ----------     ----------


Net deposits into (withdrawals from)
  Separate Account                         $  (246,491)    $2,104,531     $2,094,906     $2,066,218     $2,857,947     $2,564,750
                                           ===========     ==========     ==========     ==========     ==========     ==========

<CAPTION>
                                                                                                                      (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                                              OVERSEAS                                 ASSET MANAGER
                                                           FUND DIVISION                               FUND DIVISION
                                              --------------------------------------       ---------------------------------------
                                                1998           1997           1996           1998           1997            1996
                                              --------       --------       --------       --------       --------        --------
<S>                                           <C>            <C>            <C>            <C>            <C>             <C>
Total gross deposits                          $630,759       $508,810       $373,593       $317,439       $147,295        $ 50,502
Transfers between fund divisions and
  General American                             143,337        313,710        307,488        146,214        109,004         137,452
Surrenders and withdrawals                     (59,595)       (22,505)       (13,206)       (26,187)        (5,778)         (2,165)
                                              --------       --------       --------       --------       --------        --------

Total gross deposits, transfers, and
  surrenders between fund divisions            714,501        800,015        667,875        437,466        250,521         185,789
                                              --------       --------       --------       --------       --------        --------


Deductions:
  Premium load charges                          21,503         17,197         11,611         10,729          4,955           1,674
  Cost of insurance and administrative
    expenses                                   195,007        165,254        112,510        117,605         74,461          24,175
                                              --------       --------       --------       --------       --------        --------

     Total deductions                          216,510        182,451        124,121        128,334         79,416          25,849
                                              --------       --------       --------       --------       --------        --------


Net deposits into Separate Account            $497,991       $617,564       $543,754       $309,132       $171,105        $159,940
                                              ========       ========       ========       ========       ========        ========

<CAPTION>
                                                                                                                       (continued)

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                                            HIGH INCOME                             WORLDWIDE HARD ASSETS
                                                           FUND DIVISION                              FUND DIVISION<F*>
                                              --------------------------------------        --------------------------------------
                                                1998           1997           1996           1998           1997            1996
                                              --------       --------       --------        -------        -------         -------
<S>                                           <C>            <C>            <C>             <C>            <C>             <C>
Total gross deposits                          $469,183       $300,761       $158,842        $60,696        $63,004         $22,003
Transfers between fund divisions and
  General American                             256,832        224,109        297,097         10,164         18,216          53,910
Surrenders and withdrawals                     (12,240)       (20,348)       (11,551)        (2,562)        (4,909)         (5,154)
                                              --------       --------       --------        -------        -------         -------

Total gross deposits, transfers, and
  surrenders between fund divisions            713,775        504,522        444,388         68,298         76,311          70,759
                                              --------       --------       --------        -------        -------         -------


Deductions:
  Premium load charges                          15,948         10,110          4,982          2,007          2,147             712
  Cost of insurance and administrative
    expenses                                   130,579        105,718         57,557         17,277         19,651          13,421
                                              --------       --------       --------        -------        -------         -------

     Total deductions                          146,527        115,828         62,539         19,284         21,798          14,133
                                              --------       --------       --------        -------        -------         -------


Net deposits into Separate Account            $567,248       $388,694       $381,849        $49,014        $54,513         $56,626
                                              ========       ========       ========        =======        =======         =======

<FN>
<F*> This fund was formerly known as the Gold & Natural Resources Fund.                                                (continued)

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life - 100:
- ------------------------------




                                         MULTI-STYLE EQUITY     CORE BOND              AGGRESSIVE EQUITY      NON-US
                                            FUND DIVISION     FUND DIVISION              FUND DIVISION     FUND DIVISION
                                         ------------------   -------------            -----------------   -------------
                                               1998<F*>         1998<F*>                    1998<F*>         1998<F*>
                                               --------         --------                    --------         --------
<S>                                            <C>               <C>                        <C>              <C>
Total gross deposits                           $11,281           $1,071                     $(3,957)         $ 1,368
Transfers between fund divisions and
  General American                              62,902            7,124                      20,863           12,106
Surrenders and withdrawals                         (69)               0                           0                0
                                               -------           ------                     -------          -------

Total gross deposits, transfers, and
  surrenders between fund divisions             74,114            8,195                      16,906           13,474
                                               -------           ------                     -------          -------


Deductions:
  Premium load charges                             460               40                         167              103
  Cost of insurance and administrative
    expenses                                     5,703            1,266                       3,404            1,186
                                               -------           ------                     -------          -------

     Total deductions                            6,163            1,306                       3,571            1,289
                                               -------           ------                     -------          -------


Net deposits into Separate Account             $67,951           $6,889                     $13,335          $12,185
                                               =======           ======                     =======          =======


<FN>
<F*> The Variable Universal Life - 100 product became available to these
funds on April 30, 1998.                                                                                 (continued)
</TABLE>

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)

<TABLE>

Russell Variable Universal Life:<F*>
- ------------------------------------


<CAPTION>

                                                    MONEY MARKET              MULTI-STYLE EQUITY                CORE BOND
                                                   FUND DIVISION                 FUND DIVISION                FUND DIVISION
                                             ------------------------     -------------------------     -------------------------
                                                1998          1997           1998         1997<F**>        1998          1997<F**>
                                             ---------    -----------     ----------     ----------     ----------       --------
<S>                                          <C>          <C>             <C>            <C>            <C>              <C>
Total gross deposits                         $ 415,709    $ 4,627,386     $1,037,690     $   19,255     $  932,874       $  3,472
Transfers between fund divisions and
  General American                            (469,090)    (4,374,607)       154,284      1,937,967        167,553        914,278
Surrenders and withdrawals                           0              0        (13,263)          (328)       (15,205)             0
                                             ---------    -----------     ----------     ----------     ----------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            (53,381)       252,779      1,178,711      1,956,894      1,085,222        917,750
                                             ---------    -----------     ----------     ----------     ----------       --------


Deductions:
  Premium load charges                          27,188         72,762         75,029          1,369         62,053              0
  Cost of insurance and administrative
    expenses                                    10,537         72,945        108,054         19,567        102,484         21,735
                                             ---------    -----------     ----------     ----------     ----------       --------

     Total deductions                           37,725        145,707        183,083         20,936        164,537         21,735
                                             ---------    -----------     ----------     ----------     ----------       --------


Net deposits into (withdrawals from)
  Separate Account                           $ (91,106)   $   107,072     $  995,628     $1,935,958     $  920,685       $896,015
                                             =========    ===========     ==========     ==========     ==========       ========


                                                                                                                      (continued)
<FN>
<F*>Russell Variable Universal Life product was introduced in 1997, and
the first deposit was received on June 6, 1997.
<F**>The Multi-style Equity Fund and Core Bond Fund began operations on
January 2, 1997.

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Russell Variable Universal Life:<F*>
- ------------------------------------




                                                 AGGRESSIVE EQUITY                  NON-US
                                                   FUND DIVISION                 FUND DIVISION
                                              -----------------------       -----------------------
                                                1998         1997<F**>        1998         1997<F**>
                                              --------       --------       --------       --------
<S>                                           <C>            <C>            <C>            <C>
Total gross deposits                          $397,370       $ 12,641       $514,239       $  8,990
Transfers between fund divisions and
  General American                              54,038        987,308         91,705        532,277
Surrenders and withdrawals                      (3,526)           (94)        (6,050)          (137)
                                              --------       --------       --------       --------

Total gross deposits, transfers, and
  surrenders between fund divisions            447,882        999,855        599,894        541,130
                                              --------       --------       --------       --------


Deductions:
  Premium load charges                          28,279            822         36,821            548
  Cost of insurance and administrative
    expenses                                    35,589          6,442         50,919         10,345
                                              --------       --------       --------       --------

     Total deductions                           63,868          7,264         87,740         10,893
                                              --------       --------       --------       --------


Net deposits into Separate Account            $384,014       $992,591       $512,154       $530,237
                                              ========       ========       ========       ========

                                                                                        (continued)
<FN>
<F*>Russell Variable Universal Life product was introduced in 1997,
and the first deposit was received on June 6, 1997.
<F**>The Aggressive Equity Fund and Non-US Fund began operations on
January 2, 1997.
</TABLE>

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)

<TABLE>

Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------


<CAPTION>

                                           S & P 500 INDEX  MONEY MARKET      BOND INDEX    MANAGED EQUITY
                                            FUND DIVISION   FUND DIVISION    FUND DIVISION  FUND DIVISION
                                           ---------------  -------------    -------------  --------------
                                                1998            1998             1998            1998
                                              --------       ----------         ------          ------
<S>                                           <C>            <C>                <C>             <C>
Total gross deposits                          $  4,307       $2,186,833         $   86          $  186
Transfers between fund divisions and
  General American                             136,331         (337,148)         5,616           8,181
                                              --------       ----------         ------          ------

Total gross deposits, transfers, and
  surrenders between fund divisions            140,638        1,849,685          5,702           8,367
                                              --------       ----------         ------          ------


Deductions:
  Premium load charges                             555          262,833             14              27
  Cost of insurance and administrative
    expenses                                     2,864           52,876             52             154
                                              --------       ----------         ------          ------

     Total deductions                            3,419          315,709             66             181
                                              --------       ----------         ------          ------


Net deposits into Separate Account            $137,219       $1,533,976         $5,636          $8,186
                                              ========       ==========         ======          ======


                                                                                            (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------




                                           ASSET ALLOCATION     INTERNATIONAL INDEX      MID-CAP EQUITY       SMALL-CAP EQUITY
                                             FUND DIVISION      FUND DIVISION<F**>     FUND DIVISION<F***>      FUND DIVISION
                                           ----------------     -------------------    -------------------    ----------------
                                                 1998                  1998                   1998                  1998
                                               -------                ------                 ------                ------
<S>                                            <C>                    <C>                    <C>                   <C>
Total gross deposits                           $   294                $  398                 $  269                $  506
Transfers between fund divisions and
  General American                              11,801                 7,529                  6,292                 6,347
                                               -------                ------                 ------                ------

Total gross deposits, transfers, and
  surrenders between fund divisions             12,095                 7,927                  6,561                 6,853
                                               -------                ------                 ------                ------


Deductions:
  Premium load charges                              30                    44                     34                    68
  Cost of insurance and administrative
    expenses                                       166                   192                    247                   265
                                               -------                ------                 ------                ------

     Total deductions                              196                   236                    281                   333
                                               -------                ------                 ------                ------


Net deposits into Separate Account             $11,899                $7,691                 $6,280                $6,520
                                               =======                ======                 ======                ======


                                                                                                              (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.
<F**>This fund was formerly known as the International Equity Fund.
<F***>This fund was formerly known as the Special Equity Fund.
<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------




                                            EQUITY INCOME     GROWTH        OVERSEAS     ASSET MANAGER
                                            FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                            -------------  -------------  -------------  -------------
                                                 1998           1998           1998           1998
                                               -------        -------         ------         ------
<S>                                            <C>            <C>             <C>            <C>
Total gross deposits                           $ 2,126        $ 3,312         $  550         $1,890
Transfers between fund divisions and
  General American                              22,773         43,658          6,272          6,091
                                               -------        -------         ------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions             24,899         46,970          6,822          7,981
                                               -------        -------         ------         ------


Deductions:
  Premium load charges                             235            248             55            111
  Cost of insurance and administrative
    expenses                                     1,202          1,227            195            635
                                               -------        -------         ------         ------

     Total deductions                            1,437          1,475            250            746
                                               -------        -------         ------         ------


Net deposits into Separate Account             $23,462        $45,495         $6,572         $7,235
                                               =======        =======         ======         ======


                                                                                        (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------



                                                              WORLDWIDE        WORLDWIDE       MULTI-STYLE
                                             HIGH INCOME     HARD ASSETS   EMERGING MARKETS      EQUITY
                                            FUND DIVISION   FUND DIVISION    FUND DIVISION    FUND DIVISION
                                            -------------   -------------  ----------------   -------------
                                                1998             1998            1998             1998
                                               -------           ----           ------           -------
<S>                                            <C>               <C>            <C>              <C>
Total gross deposits                           $   582           $ 74           $   45           $26,946
Transfers between fund divisions and
  General American                              11,663             56            1,753            12,531
                                               -------           ----           ------           -------

Total gross deposits, transfers, and
  surrenders between fund divisions             12,245            130            1,798            39,477
                                               -------           ----           ------           -------


Deductions:
  Premium load charges                              84             12                7             3,877
  Cost of insurance and administrative
    expenses                                       300              4               91             1,140
                                               -------           ----           ------           -------

     Total deductions                              384             16               98             5,017
                                               -------           ----           ------           -------


Net deposits into Separate Account             $11,861           $114           $1,700           $34,460
                                               =======           ====           ======           =======


                                                                                             (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------



                                                             AGGRESSIVE
                                               CORE BOND       EQUITY         NON-US     INCOME & GROWTH
                                             FUND DIVISION  FUND DIVISION  FUND DIVISION  FUND DIVISION
                                             -------------  -------------  ------------- ---------------
                                                 1998           1998           1998           1998
                                                ------        -------         ------         ------
<S>                                             <C>           <C>             <C>            <C>
Total gross deposits                            $2,978        $23,310         $3,248         $  126
Transfers between fund divisions and
  General American                               4,298         10,915          5,871          6,880
                                                ------        -------         ------         ------

Total gross deposits, transfers, and
  surrenders between fund divisions              7,276         34,225          9,119          7,006
                                                ------        -------         ------         ------


Deductions:
  Premium load charges                             420          3,441            448             29
  Cost of insurance and administrative
    expenses                                        98            755            184            132
                                                ------        -------         ------         ------

     Total deductions                              518          4,196            632            161
                                                ------        -------         ------         ------


Net deposits into Separate Account              $6,758        $30,029         $8,487         $6,845
                                                ======        =======         ======         ======


                                                                                        (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Variable Universal Life Insurance - 98:<F*>
- -------------------------------------------



                                                                                                            SMALL COMPANY
                                                       INTERNATIONAL        VALUE         BOND PORTFOLIO      PORTFOLIO
                                                       FUND DIVISION    FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                       -------------    -------------     --------------    -------------
                                                           1998             1998              1998              1998
                                                           ----            ------            ------            ------
<S>                                                        <C>             <C>               <C>               <C>
Total gross deposits                                       $258            $   93            $  117            $   54
Transfers between fund divisions and
  General American                                          713             3,740             3,219             3,034
                                                           ----            ------            ------            ------

Total gross deposits, transfers, and
  surrenders between fund divisions                         971             3,833             3,336             3,088
                                                           ----            ------            ------            ------


Deductions:
  Premium load charges                                       44                17                14                12
  Cost of insurance and administrative
    expenses                                                 74                30                23               154
                                                           ----            ------            ------            ------

     Total deductions                                       118                47                37               166
                                                           ----            ------            ------            ------


Net deposits into Separate Account                         $853            $3,786            $3,299            $2,922
                                                           ====            ======            ======            ======


                                                                                                          (continued)
<FN>
<F*>The Variable Universal Life Insurance 98 product was introduced in 1998,
and the first deposit was received on September 29, 1998.
</TABLE>

<PAGE>
<PAGE>

NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)

<TABLE>

Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------


<CAPTION>

                                                     S & P 500 INDEX   MONEY MARKET        BOND INDEX         MANAGED EQUITY
                                                      FUND DIVISION   FUND DIVISION       FUND DIVISION       FUND DIVISION
                                                     ---------------  -------------       -------------       --------------
                                                          1998             1998                1998               1998
                                                         ------          --------              ----               ----
<S>                                                      <C>             <C>                   <C>                <C>
Total gross deposits                                          0           327,992                 0
Transfers between fund divisions and
  General American                                       $1,201          $(21,803)             $905               $  0
                                                         ------          --------              ----               ----

Total gross deposits, transfers, and
  surrenders between fund divisions                       1,201           306,189               905                  0
                                                         ------          --------              ----               ----


Deductions:
  Premium load charges                                        0            50,777                 0                  0
  Cost of insurance and administrative
    expenses                                                 24            14,164                24                  0
                                                         ------          --------              ----               ----

     Total deductions                                        24            64,941                24                  0
                                                         ------          --------              ----               ----


Net deposits into Separate Account                       $1,177          $241,248              $881               $  0
                                                         ======          ========              ====               ====


                                                                                                           (continued)
<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product
was introduced in 1998, and the first deposit was received on October 14,
1998.


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------




                                                   INTERNATIONAL INDEX  MID-CAP EQUITY  SMALL-CAP EQUITY    EQUITY INCOME
                                                      FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                   -------------------  --------------  ----------------    -------------
                                                           1998             1998              1998              1998
                                                           ----            ------            ------            ------
<S>                                                        <C>             <C>               <C>               <C>
Transfers between fund divisions and
  General American                                         $905            $1,752            $1,692            $2,609
                                                           ----            ------            ------            ------

Total gross deposits, transfers, and
  surrenders between fund divisions                         905             1,752             1,692             2,609
                                                           ----            ------            ------            ------


Deductions:
  Cost of insurance and administrative
    expenses                                                 24                54                53                76
                                                           ----            ------            ------            ------

     Total deductions                                        24                54                53                76
                                                           ----            ------            ------            ------


Net deposits into Separate Account                         $881            $1,698            $1,639            $2,533
                                                           ====            ======            ======            ======


                                                                                                          (continued)
<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was
introduced in 1998, and the first deposit was received on October 14, 1998.

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------



                                                                                                             MULTI-STYLE
                                                          GROWTH          OVERSEAS         HIGH INCOME         EQUITY
                                                       FUND DIVISION    FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                       -------------    -------------     -------------     -------------
                                                           1998             1998              1998              1998
                                                           ----            ------            ------            ------
<S>                                                        <C>             <C>               <C>               <C>
Transfers between fund divisions and
  General American                                         $905            $1,706            $1,711            $4,306
                                                           ----            ------            ------            ------

Total gross deposits, transfers, and
  surrenders between fund divisions                         905             1,706             1,711             4,306
                                                           ----            ------            ------            ------


Deductions:
  Cost of insurance and administrative
    expenses                                                 24                53                53               133
                                                           ----            ------            ------            ------

     Total deductions                                        24                53                53               133
                                                           ----            ------            ------            ------


Net deposits into Separate Account                         $881            $1,653            $1,658            $4,173
                                                           ====            ======            ======            ======


                                                                                                          (continued)
<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was
introduced in 1998, and the first deposit was received on October 14, 1998.


<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------



                                                          WORLDWIDE         WORLDWIDE
                                                         HARD ASSETS     EMERGING MARKETS
                                                        FUND DIVISION     FUND DIVISION
                                                        -------------    ----------------
                                                            1998              1998
                                                            ----              ----
<S>                                                         <C>               <C>
Transfers between fund divisions and
  General American                                             0              $  0


Total gross deposits, transfers, and
  surrenders between fund divisions                            0                 0
                                                            ----              ----


Deductions:
  Cost of insurance and administrative
    expenses                                                   0                 0
                                                            ----              ----

     Total deductions                                          0                 0
                                                            ----              ----


Net deposits into Separate Account                          $  0              $  0
                                                            ====              ====


                                                                        (continued)
<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was
introduced in 1998, and the first deposit was received on October 14, 1998.

<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------




                                                        CORE BOND          NON-US
                                                      FUND DIVISION     FUND DIVISION
                                                      -------------     -------------
                                                          1998              1998
                                                         ------            ------
<S>                                                      <C>               <C>
Transfers between fund divisions and
  General American                                       $1,708            $1,774
                                                         ------            ------

Total gross deposits, transfers, and
  surrenders between fund divisions                       1,708             1,774
                                                         ------            ------


Deductions:
  Cost of insurance and administrative
    expenses                                                 50                52
                                                         ------            ------

     Total deductions                                        50                52
                                                         ------            ------


Net deposits into Separate Account                       $1,658            $1,722
                                                         ======            ======


<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was
introduced in 1998, and the first deposit was received on October 14, 1998.


                                                                      (continued)
<PAGE>
<PAGE>

<CAPTION>
NOTE 7 - SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT,
(CONTINUED)



Joint and Survivor Variable Universal Life Insurance - 98:<F*>
- --------------------------------------------------------------



                                                                                                             SMALL COMPANY
                                                       INTERNATIONAL         VALUE         BOND PORTFOLIO      PORTFOLIO
                                                       FUND DIVISION     FUND DIVISION     FUND DIVISION     FUND DIVISION
                                                       -------------     -------------     --------------    -------------
                                                           1998              1998              1998              1998
                                                           ----              ----              ----              ----
<S>                                                        <C>               <C>               <C>               <C>
Total gross deposits                                       $  0              $  0              $  0              $  0
Transfers between fund divisions and
  General American                                            0                 0                 0                 0
Surrenders and withdrawals                                    0                 0                 0                 0
                                                           ----              ----              ----              ----

Total gross deposits, transfers, and
  surrenders between fund divisions                           0                 0                 0                 0
                                                           ----              ----              ----              ----


Deductions:
  Premium load charges                                        0                 0                 0                 0
  Cost of insurance and administrative
    expenses                                                  0                 0                 0                 0
                                                           ----              ----              ----              ----

     Total deductions                                         0                 0                 0                 0
                                                           ----              ----              ----              ----


Net deposits into Separate Account                         $  0              $  0              $  0              $  0
                                                           ====              ====              ====              ====

<FN>
<F*>The Joint and Survivor Variable Universal Life Insurance 98 product was
introduced in 1998, and the first deposit was received on October 14, 1998.
</TABLE>
<PAGE>
<PAGE>

<TABLE>
                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                        SCHEDULE OF INVESTMENTS
                           DECEMBER 31, 1998

<CAPTION>
                                                      No. of Shares    Market Value
                                                      -------------    ------------
<S>                                                      <C>           <C>
  S & P 500 Index Fund
   General American Capital Company <F*>                 840,692       $42,444,451

  Money Market Fund
   General American Capital Company <F*>                 344,308         6,628,249

  Bond Index Fund
   General American Capital Company <F*>                 202,948         5,112,190

  Managed Equity Fund
   General American Capital Company <F*>                 155,077         5,524,930

  Asset Allocation Fund
   General American Capital Company <F*>                 353,370        13,268,875

  International Index Fund <F**>
   General American Capital Company <F*>                 499,317         9,923,419

  Mid-Cap Equity Fund <F***>
   General American Capital Company <F*>                 339,277         7,378,489

  Small-Cap Equity Fund
   General American Capital Company <F*>                  54,341         2,366,635

  Equity-Income Fund
   Variable Insurance Products Fund                      821,865        20,891,810

  Growth Fund
   Variable Insurance Products Fund                      787,012        35,313,212

  Overseas Fund
   Variable Insurance Products Fund                      497,345         9,971,775

  Asset Manager Fund
   Variable Insurance Products Fund II                    68,024         1,235,314

  High Income Fund
   Variable Insurance Products Fund                      259,130         2,987,766

  Worldwide Hard Assets Fund <F****>
   Van Eck Worldwide Insurance Trust                      23,991           220,714

  Worldwide Emerging Markets Fund
   Van Eck Worldwide Insurance Trust                         266             1,895

<FN>

  <F*> These funds use consent dividending.  See Note 2C.
  <F**> This fund was formerly known as the International Equity Fund.
  <F***> This fund was formerly known as the Special Equity Fund.
  <F****>This fund was formerly known as the Gold & Natural Resources Fund
<CAPTION>
  See accompanying notes to financial statements.                       (continued)

<PAGE>
<PAGE>

                GENERAL AMERICAN SEPARATE ACCOUNT ELEVEN
                  SCHEDULE OF INVESTMENTS (CONTINUED)
                           DECEMBER 31, 1998


                                                      No. of Shares    Market Value
                                                      -------------    ------------
<S>                                                      <C>           <C>
  Multi-Style Equity Fund
   Russell Insurance Funds                               711,706       $11,401,536

  Core Bond Fund
   Russell Insurance Funds                               602,660         6,436,407

  Aggressive Equity Fund
   Russell Insurance Funds                               312,669         3,970,890

  Non-US Fund
   Russell Insurance Funds                               308,122         3,417,076

  Income & Growth Fund
   American Century Variable Portfolios                    1,095             7,422

  International Fund
   American Century Variable Portfolios                      119               903

  Value Fund
   American Century Variable Portfolios                      487             3,280

  Bond Portfolio
   J.P. Morgan Series Trust II                               283             3,302

  Small Company Portfolio
   J.P. Morgan Series Trust II                               273             3,242



  See accompanying notes to financial statements.
</TABLE>


<PAGE>
<PAGE>

              GENERAL AMERICAN LIFE INSURANCE COMPANY
                          AND SUBSIDIARIES

                 Consolidated Financial Statements

                     December 31, 1998 and 1997

            (With Independent Auditors' Report Thereon)


<PAGE>
<PAGE>

                    INDEPENDENT AUDITORS' REPORT

Board of Directors and Members of
   General American Life Insurance Company:

We have audited the accompanying consolidated balance sheets of General
American Life Insurance Company and subsidiaries as of December 31, 1998
and 1997, and the related consolidated statements of operations,
comprehensive income, stockholder equity, and cash flows for each of the
years in the three-year period ended December 31, 1998. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
General American Life Insurance Company and subsidiaries as of
December 31, 1998 and 1997, and the results of their operations and
their cash flows for each of the years in the three-year period ended
December 31, 1998, in conformity with generally accepted accounting
principles.



March 4, 1999

<PAGE>
<PAGE>

<TABLE>
                            GENERAL AMERICAN LIFE INSURANCE COMPANY
                                       AND SUBSIDIARIES

                                  Consolidated Balance Sheets

                                   December 31, 1998 and 1997

                                    (dollars in thousands)
<CAPTION>
                      ASSETS                               1998                     1997
                                                        -----------              ----------
<S>                                                     <C>                      <C>

Fixed maturities:
  Available for sale, at fair value                     $11,068,283               9,115,519
Mortgage loans, net                                       2,337,542               2,140,262
Real estate, net                                            129,851                 140,145
Equity securities, at fair value                             48,550                  24,211
Policy loans                                              2,151,028               2,073,152
Short-term investments                                      195,346                 190,374
Other invested assets                                       457,645                 243,921
                                                        -----------              ----------

           Total investments                             16,388,245              13,927,584

Cash and cash equivalents                                   591,107                 358,879
Accrued investment income                                   205,645                 168,592
Reinsurance recoverables                                    904,998                 718,717
Other contract deposits                                   4,094,777               3,336,328
Deferred policy acquisition costs                           773,762                 695,253
Other assets                                                602,965                 488,582
Separate account assets                                   5,287,456               4,118,860
                                                        -----------              ----------

           Total assets                                 $28,848,955              23,812,795
                                                        ===========              ==========

        LIABILITIES AND STOCKHOLDER EQUITY

Policy and contract liabilities:
  Future policy benefits                                 $5,516,869               4,933,787
  Policyholder account balances:
     Universal life                                       2,960,940               2,534,744
     Annuities                                            3,714,526               4,161,946
  Pension funds and interest sensitive
    contract liabilities                                  7,581,276               4,732,400
  Policy and contract claims                                591,088                 458,606
  Dividends payable to policyholders                        121,740                 113,525
                                                        -----------              ----------

           Total policy and contract liabilities         20,486,439              16,935,008

Amounts payable to reinsurers                               201,395                 247,679
Long-term debt and notes payable                            221,850                 214,477
Other liabilities and accrued expenses                      912,291                 826,868
Deferred tax liability, net                                  75,429                  89,046
Separate account liabilities                              5,267,553               4,112,666
                                                        -----------              ----------

           Total liabilities                             27,164,957              22,425,744
                                                        -----------              ----------

Minority interests                                          383,085                 216,555

Stockholder equity:
  Common stock, $1 par value, 5,000,000 shares
     authorized, 3,000,000 shares issued and
     outstanding                                              3,000                   3,000
  Additional paid-in capital                                  3,000                   3,000
  Retained earnings                                       1,242,004               1,057,613
  Accumulated other comprehensive income                     52,909                 106,883
                                                        -----------              ----------

           Total stockholder equity                       1,300,913               1,170,496
                                                        -----------              ----------

           Total liabilities and stockholder equity     $28,848,955              23,812,795
                                                        ===========              ==========

See accompanying notes to consolidated financial statements.
</TABLE>

                               2
<PAGE>
<PAGE>

<TABLE>

                                GENERAL AMERICAN LIFE INSURANCE COMPANY
                                            AND SUBSIDIARIES

                                 Consolidated Statements of Operations

                             Years ended December 31, 1998, 1997, and 1996

                                         (dollars in thousands)
<CAPTION>
                                                            1998              1997                1996
                                                         ----------         ---------          ---------
<S>                                                      <C>                <C>                <C>
Revenues:
  Insurance premiums and other considerations            $2,244,156         1,768,169          1,623,228
  Net investment income                                   1,135,838           945,542            806,883
  Ceded commissions                                          39,921            44,902             27,538
  Other income                                              330,731           362,160            280,803
  Net realized investment gains                              13,646            28,538             24,531
                                                         ----------         ---------          ---------

           Total revenues                                 3,764,292         3,149,311          2,762,983

Benefits and expenses:
  Policy benefits                                         1,992,997         1,528,333          1,379,803
  Interest credited to policyholder account balances        426,806           345,937            262,532
                                                         ----------         ---------          ---------

           Total policyholder benefits                    2,419,803         1,874,270          1,642,335

  Dividends to policyholders                                192,085           182,146            171,904
  Policy acquisition costs                                  240,640           168,045            143,094
  Other insurance and operating expenses                    711,901           739,814            642,636
                                                         ----------         ---------          ---------

           Total benefits and expenses                    3,564,429         2,964,275          2,599,969
                                                         ----------         ---------          ---------

           Income before provision for income taxes
             and minority interest                          199,863           185,036            163,014
                                                         ----------         ---------          ---------

Income tax provision (benefit):
  Current                                                    35,226            65,778             45,902
  Deferred                                                   18,351              (113)            13,992
                                                         ----------         ---------          ---------

           Total provision for income taxes                  53,577            65,665             59,894
                                                         ----------         ---------          ---------

           Income before minority interest                  146,286           119,371            103,120

Minority interest in earnings of consolidated
  subsidiaries                                              (29,220)          (22,134)           (19,888)
                                                         ----------         ---------          ---------

           Net income                                      $117,066            97,237             83,232
                                                         ==========         =========          =========

See accompanying notes to consolidated financial statements.
</TABLE>

                               3
<PAGE>
<PAGE>
<TABLE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                              AND SUBSIDIARIES

               Consolidated Statements of Comprehensive Income

                Years ended December 31, 1998, 1997, and 1996

                           (dollars in thousands)
<CAPTION>
                                                1998        1997         1996
                                              --------     -------      -------
<S>                                           <C>          <C>          <C>
Net income                                    $117,066      97,237       83,232

Other comprehensive (loss) income              (53,974)     75,583      (49,705)
                                              --------     -------      -------
         Comprehensive income                  $63,092     172,820       33,527
                                              ========     =======      =======

See accompanying notes to consolidated financial statements.
</TABLE>

                               4
<PAGE>
<PAGE>

<TABLE>
                                      GENERAL AMERICAN LIFE INSURANCE COMPANY
                                                  AND SUBSIDIARIES

                                   Consolidated Statements of Stockholder Equity

                                   Years ended December 31, 1998, 1997, and 1996

                                              (dollars in thousands)

<CAPTION>
                                                                                                  ACCUMULATED
                                                                      ADDITIONAL                     OTHER          TOTAL
                                                        COMMON         PAID-IN     RETAINED      COMPREHENSIVE   STOCKHOLDER
                                                        STOCK          CAPITAL     EARNINGS         INCOME         EQUITY
                                                        ------       -----------   ---------     -------------   -----------
<S>                                                     <C>             <C>        <C>              <C>           <C>
Balance at December 31, 1995                            $   --             --        876,078         81,005         957,083
Net income                                                  --             --         83,232             --          83,232
Other comprehensive (loss) income                           --             --             --        (49,705)        (49,705)
Other, net                                                  --             --          7,177             --           7,177
                                                        ------          -----      ---------        -------       ---------

Balance at December 31, 1996                                --             --        966,487         31,300         997,787
Net income                                                  --             --         97,237             --          97,237
Other comprehensive income                                  --             --             --         75,583          75,583
Issuance of common stock                                 3,000          3,000         (6,000)            --              --
Dividend to parent                                          --             --         (4,480)            --          (4,480)
Other, net                                                  --             --          4,369             --           4,369
                                                        ------          -----      ---------        -------       ---------

Balance at December 31, 1997                             3,000          3,000      1,057,613        106,883       1,170,496
Net income                                                  --             --        117,066             --         117,066
Other comprehensive (loss) income                           --             --             --        (53,974)        (53,974)
Parent's share of subsidiary's
  issuance of nonvoting stock                               --             --         68,609             --          68,609
Other, net                                                  --             --         (1,284)            --          (1,284)
                                                        ------          -----      ---------        -------       ---------

Balance at December 31, 1998                            $3,000          3,000      1,242,004         52,909       1,300,913
                                                        ======          =====      =========        =======       =========

See accompanying notes to consolidated financial statements.
</TABLE>

                               5
<PAGE>
<PAGE>

<TABLE>
                                GENERAL AMERICAN LIFE INSURANCE COMPANY
                                            AND SUBSIDIARIES

                                 Consolidated Statements of Cash Flows

                             Years ended December 31, 1998, 1997, and 1996

                                         (dollars in thousands)
<CAPTION>
                                                                    1998            1997          1996
                                                                 -----------     ----------    ----------
<S>                                                              <C>             <C>         <C>
Cash flows from operating activities:
  Net income                                                     $   117,066         97,237        83,232
  Adjustments to reconcile net income to net cash
    (used in) provided by operating activities:
        Change in:
           Accrued investment income                                 (37,424)       (20,568)      (16,275)
           Reinsurance recoverables and other contract deposits     (942,384)      (838,390)     (159,713)
           Deferred policy acquisition costs                        (102,050)      (113,040)      (87,249)
           Other assets                                              (99,506)       (61,796)      (51,444)
           Future policy benefits                                    582,899        693,052       330,511
           Policy and contract claims                                132,481        105,503        14,652
           Other liabilities and accrued expenses                     48,220        319,787        65,184
        Deferred income tax provision                                 18,351           (113)       13,992
        Policyholder considerations                                 (219,295)      (137,163)     (144,748)
        Interest credited to policyholder account balances           426,806        345,937       262,532
        Amortization and depreciation                                 34,578         32,744        28,375
        Net realized investment gains                                (13,646)       (28,538)      (24,531)
        Other, net                                                     7,380            372       (14,554)
                                                                 -----------     ----------    ----------

              Net cash (used in) provided by operating
                activities                                           (46,524)       395,024       299,964
                                                                 -----------     ----------    ----------

Cash flows from investing activities:
  Proceeds from investments sold or redeemed:
    Fixed maturities available for sale                            2,027,415      2,070,743     1,822,169
    Mortgage loans                                                   370,418        594,151       182,650
    Equity securities                                                  2,065         31,602        13,427
  Cost of investments purchased:
    Fixed maturities available for sale                           (4,251,065)    (4,463,100)   (3,428,943)
    Mortgage loan originations                                      (594,480)      (438,959)     (593,438)
    Equity securities                                                (17,396)       (47,283)      (39,553)
  Maturity of fixed maturities available for sale                    145,247        281,736       225,087
  Increase in policy loans, net                                      (77,876)      (153,399)     (210,624)
  Increase in short-term and other invested assets, net             (215,142)      (130,464)      (12,678)
  Investments in subsidiaries                                        (24,531)        (6,032)       (4,807)
                                                                 -----------     ----------    ----------

              Net cash used in investing activities               (2,635,345)    (2,261,005)   (2,046,710)
                                                                 -----------     ----------    ----------

Cash flows from financing activities:
  Net policyholder account and contract deposits                   2,682,959      2,121,488     1,632,495
  Proceeds from subsidiary stock offering                            221,837             --            --
  Issuance of debt                                                     2,281          1,857       106,903
  Repayment of debt                                                     (411)       (80,606)      (19,497)
  Dividends                                                           (3,839)        (2,112)       (1,832)
  Other, net                                                          27,577         46,829        26,770
                                                                 -----------     ----------    ----------

              Net cash provided by financing activities            2,930,404      2,087,456     1,744,839
                                                                 -----------     ----------    ----------

Effect of exchange rate changes                                      (16,307)        (5,320)         (266)
                                                                 -----------     ----------    ----------

              Net increase (decrease) in cash and
                cash equivalents                                     232,228        216,155        (2,173)

Cash and cash equivalents at beginning of year                       358,879        142,724       144,897
                                                                 -----------     ----------    ----------

Cash and cash equivalents at end of year                         $   591,107        358,879       142,724
                                                                 ===========     ==========    ==========

See accompanying notes to consolidated financial statements.
</TABLE>

                               6
                <PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


(1)   BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

             REORGANIZATION

      In September 1996, the Board of Directors of General American
      Life Insurance Company (General American) adopted the
      Reorganization Plan (Plan) which authorized the reorganization
      (Reorganization) of General American into a mutual insurance
      holding company structure. The Missouri Department of Insurance
      held a public hearing on the Reorganization on December 19, 1996
      and approved the Plan on January 24, 1997. The policyholders of
      General American approved the Plan on January 28, 1997 and the
      Reorganization became effective on April 24, 1997 (effective
      date). General American was the first company to obtain approval
      and to form a mutual insurance holding company under the Missouri
      Mutual Holding Company Statute.

      Pursuant to the Reorganization, General American (the Company)
      (i) formed General American Mutual Holding Company (GAMHC) as a
      mutual insurance holding company under the insurance laws of the
      State of Missouri, (ii) formed GenAmerica Corporation
      (GenAmerica) as an intermediate stock holding company under the
      general laws of the State of Missouri, and (iii) amended and
      restated its Charter and Articles of Incorporation to authorize
      the issuance of capital stock and the continuance of its
      existence as a stock life insurance company under the same name.
      GAMHC may, among other things, elect all of the directors of
      GenAmerica and approve matters submitted for shareholder
      approval. As of the effective date of the Reorganization, the
      membership interests and the contractual rights of the
      policyholders of the Company were separated - the membership
      interests automatically became, by operation of law, membership
      interests in GAMHC and the contractual rights remained with the
      Company. Each person who becomes the owner of a designated policy
      or contract of insurance or annuity issued by the Company after
      the effective date of the Reorganization (subject to certain
      exceptions and conditions set forth in the Articles of
      Incorporation of GAMHC) will become a member of GAMHC and have a
      membership interest in GAMHC by operation of law so long as such
      policy or contract remains in force. The membership interests in
      GAMHC follow, and are not severable, from the insurance policy or
      annuity contract from which the membership interest in GAMHC is
      derived.

      On the effective date, the Company issued three million shares of
      its authorized shares of capital stock to GAMHC. GAMHC then
      contributed all of these to GenAmerica in exchange for one
      thousand shares of its common stock. As a result, GenAmerica
      directly owns the Company, and GAMHC indirectly owns the Company,
      through GenAmerica. The Reorganization was accounted for at
      historical cost in a manner similar to a pooling of interests.

      The consolidated financial statements include the assets,
      liabilities, and results of operations of the Company and its
      wholly owned subsidiaries, General American Holding Company, a
      noninsurance holding company; Cova Corporation, an insurance
      holding company; Paragon Life Insurance Company; Security Equity
      Life Insurance Company; General Life Insurance Company of
      America; General Life Insurance Company, its 53.3 percent owned
      subsidiary, Reinsurance Group of America, Incorporated (RGA), an
      insurance holding company, and its 62.7 percent owned subsidiary,
      Conning Corporation.

                                                              (Continued)

                               7
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

      The Company's principal lines of business, conducted through
      itself or one of its subsidiaries, are Individual Life Insurance,
      Annuities, Group Life and Health Insurance, Asset Management, and
      Reinsurance. The Company distributes its products and services
      primarily through a nationwide network of general agencies,
      independent brokers, and group sales and claims offices. The
      Company and its subsidiaries are licensed to do business in all
      fifty states, ten Canadian provinces, Puerto Rico, and the
      District of Columbia. Through its subsidiaries, the Company has
      operations in Europe, Pacific Rim countries, Latin America, and
      Africa.

             INITIAL PUBLIC OFFERING

      In December 1997, the Company's subsidiary, Conning Corporation
      (Conning), successfully completed an initial public offering
      (IPO) of 2.875 million shares of its common stock. Conning
      received net proceeds of approximately $34.5 million from the
      offering. The Company owned 62.7 percent of the total shares
      outstanding of Conning's common stock at December 31, 1998 and
      1997. The publicly held stock of Conning is listed on the NASDAQ
      National Market System.

             SUBSEQUENT OFFERINGS

      At the Company's subsidiary, RGA's annual stockholders' meeting
      on May 27, 1998, a new class of non-voting common stock was
      authorized.  In June 1998, RGA completed a secondary public
      offering in which it sold 4.945 million shares of non-voting
      common stock traded on the New York Stock Exchange under the
      symbol RGA.A.  The offering provided net proceeds of
      approximately $221.8 million which have been utilized to finance
      the continued growth of RGA's operations domestically and
      internationally.  After the subsequent offering, the Company's
      ownership percentage decreased from 63.8 percent to 53.3 percent.

             SIGNIFICANT ACCOUNTING POLICIES

      The accompanying consolidated financial statements are prepared
      on the basis of generally accepted accounting principles (GAAP)
      and include the accounts of the Company and its majority owned
      subsidiaries. Less than majority-owned entities in which the
      Company has at least a 20 percent interest are reported on the
      equity basis. All significant intercompany accounts and
      transactions have been eliminated in consolidation. The
      preparation of financial statements requires the use of estimates
      by management which affect the amounts reflected in the financial
      statements. Actual results could differ from those estimates.
      Accounts that the Company deems to be sensitive to changes in
      estimates include future policy benefits and policy and contract
      claims, deferred acquisition costs, and investment and deferred
      tax valuation allowances.

      The significant accounting policies of the Company are as
      follows:

             RECOGNITION OF REVENUE

      For traditional life policies, including participating
      businesses, premiums are recognized when due, less allowances for
      estimated uncollectible balances. For limited payment contracts,
      net premiums are recorded as revenue, and the difference between
      the gross premium and the net premium is deferred and recognized
      in income in a constant relationship to insurance in force over
      the estimated policy life.

                                                              (Continued)

                               8
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


      For universal life and annuity products, contract charges for
      mortality, surrender, and expense, other than front-end expense
      charges, are reported as income when charged to policyholders'
      accounts.

      Other income represents the fees generated from the Company's
      noninsurance operations, primarily service and contract fees
      relating to concessions, asset management, system development,
      and third-party administration. Amounts are recognized when
      earned.

             INVESTED ASSETS

             FIXED MATURITIES AND EQUITY SECURITIES: All of the
             Company's securities are classified as available for sale.
             Fixed maturities available for sale are reported at fair
             value and are so classified based on the possibility that
             such securities could be sold prior to maturity if that
             action enables the Company to execute its investment
             philosophy and appropriately match investment results to
             operating and liquidity needs. Equity securities are
             carried at fair value.

             Realized gains or losses on the sale of securities are
             determined on the basis of specific identification.
             Unrealized gains and losses are recorded, net of related
             income tax effects, in accumulated other comprehensive
             income, a separate component of stockholders' equity.

             MORTGAGE LOANS:  Mortgage loans on real estate are stated
             at an unpaid principal balance, net of unamortized
             discounts and valuation allowances for possible impairment
             in value. The Company discontinues the accrual of interest
             on mortgage loans which are more than 90 days delinquent.
             Interest received on nonaccrual mortgage loans is generally
             reported as interest income.

             POLICY LOANS, REAL ESTATE, AND OTHER INVESTED ASSETS:
             Policy loans are carried at an unpaid principal balance and
             are generally secured by the cash surrender value.
             Investment real estate which the Company has the intent to
             hold for the production of income is carried at depreciated
             cost, net of writedowns for other than temporary declines
             in fair value and encumbrances. Properties held for sale
             (primarily acquired through foreclosure) are carried at the
             lower of depreciated cost (fair value at foreclosure plus
             capital additions less accumulated depreciation and
             encumbrances) or fair value. Adjustments to carrying value
             of properties held for sale are recorded in a valuation
             reserve when the fair value is below depreciated cost. The
             accumulated depreciation and encumbrances on real estate
             amounted to $52.4 million and $47.0 million at December 31,
             1998 and 1997, respectively. Direct valuation allowances
             amounted to $7.3 million and $6.7 million at December 31,
             1998 and 1997, respectively. Other invested assets are
             principally recorded at fair value.

             SHORT-TERM INVESTMENTS:  Short-term investments, consisting
             primarily of money market instruments and other debt issues
             purchased with an original maturity of less than a year,
             are carried at amortized cost, which approximates fair
             value.

             INVESTED ASSET IMPAIRMENT AND VALUATION ALLOWANCES:
             Invested assets are considered impaired when the Company
             determines that collection of all amounts due under the
             contractual terms is doubtful. The Company adjusts invested
             assets to their estimated net realizable value at the point
             at which it determines an impairment is other than
             temporary. In addition, the Company has established
             valuation allowances for mortgage loans and other invested
             assets. Valuation

                                                              (Continued)

                               9
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

             allowances for other than temporary impairments in value
             are netted against the asset categories to which they
             apply. Additions to valuation allowances are included in
             realized gains and losses.

             The Company recognizes its proportionate share of the
             resultant gains or losses on the issuance or repurchase of
             its subsidiaries' stock as a direct credit or charge to
             unassigned funds.

             CASH AND CASH EQUIVALENTS:  For purposes of reporting cash
             flows, cash and cash equivalents represent cash, demand
             deposits, and highly liquid short-term investments, which
             include U.S. Treasury bills, commercial paper, and
             repurchase agreements with original or remaining maturities
             of 90 days or less when purchased.

             INVESTMENT INCOME

      Fixed maturity premium and discounts are amortized into income
      using the scientific yield method over the term of the security.
      Amortization of the premium or discount on mortgage-backed
      securities is recognized using a scientific yield method which
      considers the estimated timing and amount of prepayments of
      underlying mortgage loans. Actual prepayment experience is
      periodically reviewed and effective yields are adjusted when
      differences arise between the prepayments originally anticipated
      and the actual prepayments received and currently anticipated.
      When such differences occur, the net investment in the
      mortgage-backed security is adjusted to the amount that would
      have existed had the new effective yield been applied since the
      acquisition of the security with a corresponding charge or credit
      to interest income (the "retrospective method").

             POLICY AND CONTRACT LIABILITIES

      For traditional life insurance policies, future policy benefits
      are computed using a net level premium method with actuarial
      assumptions as to mortality, persistency, and interest
      established at policy issue. Assumptions established at policy
      issue as to mortality and persistency are based on industry
      standards and the Company's historical experience which, together
      with interest and expense assumptions, provide a margin for
      adverse deviation. Interest rate assumptions generally range from
      2.5 percent to 11.0 percent. When the liabilities for future
      policy benefits plus the present value of expected future gross
      premiums are insufficient to provide for expected policy benefits
      and expenses, unrecoverable deferred policy acquisition costs are
      written off and thereafter a premium deficiency reserve is
      established through a charge to earnings.

      For participating policies, future policy benefits are computed
      using a net level premium method based on the guaranteed cash
      value basis for mortality and interest. Mortality rates are
      similar to those used for statutory valuation purposes. Interest
      rates generally range from 2.5 percent to 6.0 percent. Dividend
      liabilities are established when earned.

      Policyholder account balances for universal life and annuity
      policies are equal to the policyholder account value before
      deduction of any surrender charges. The policyholder account
      value represents an accumulation of gross premium payments plus
      credited interest less expense and mortality charges, and
      withdrawals. These expense charges are recognized in income as
      earned.

                                                              (Continued)

                               10
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


      The range of weighted average interest crediting rates used by
      the Company's life insurance subsidiaries were as follows:

                               1998           1997          1996
                            ----------     ----------    -----------

        Universal life      5.25-7.10%     6.00-7.10%     6.00-7.56%
        Annuities           4.00-9.20%     5.70-9.30%    5.70-13.00%
                            ==========     ==========    ===========

      Accident and health benefits for active lives are calculated
      using the net level premium method and assumptions as to future
      morbidity, withdrawals, and interest, which provide a margin for
      adverse deviation. Benefit liabilities for disabled lives are
      calculated using the present value of future benefits and
      experience assumptions for claim termination, expense, and
      interest which also provide a margin for adverse deviation.

             POLICY AND CONTRACT CLAIMS

      The Company establishes a liability for unpaid claims based on
      estimates of the ultimate cost of claims incurred, which is
      comprised of aggregate case basis estimates, average claim costs
      for reported claims, and estimates of incurred but not reported
      losses based on past experience. Policy and contract claims
      include a provision for both life and accident and health claims.
      Management believes the liabilities for unpaid claims are
      adequate to cover the ultimate liability; however, due to the
      underlying risks and the high degree of uncertainty associated
      with the determination of the liability for unpaid claims, the
      amounts which will ultimately be paid to settle these liabilities
      cannot be precisely determined and may vary from the estimated
      amount included in the consolidated balance sheets.

             DEFERRED POLICY ACQUISITION COSTS

      The costs of acquiring new business, which vary with and are
      primarily related to the production of new and renewal business,
      have been deferred to the extent that such costs are deemed
      recoverable from future profitability of the underlying business.
      Such costs include commissions, premium taxes, as well as certain
      other costs of policy issuance and underwriting.

      For limited payment and other nonparticipating traditional life
      insurance policies, the deferred policy acquisition costs are
      amortized, with interest, in proportion to the ratio of the
      expected annual premium revenue to the expected total premium
      revenue. Expected future premium revenue is estimated utilizing
      the same assumptions used for computing liabilities for future
      policy benefits for these policies.

      For participating life insurance, universal life, and annuity
      type contracts, the deferred policy acquisition costs are
      amortized over a period of not more than thirty years in relation
      to the present value of estimated gross profits arising from
      interest margin, cost of insurance, policy administration, and
      surrender charges.

                                                              (Continued)

                               11
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


      The range of average rates of assumed interest used by the
      Company's life insurance subsidiaries in estimated gross margins
      were as follows:

                                  1998           1997          1996
                                ----------    ----------    ----------

        Participating life           8.25%         8.17%         8.70%
        Universal life          6.25-7.50%    6.25-7.79%    6.00-8.20%
        Annuities               7.00-7.83%    7.00-7.84%         7.83%
                                ==========    ==========    ==========

      The estimates of expected gross margins are evaluated regularly
      and are revised if actual experience or other evidence indicates
      that revision is appropriate. Upon revision, total amortization
      recorded to date is adjusted by a charge or credit to current
      earnings. Deferred policy acquisition costs are adjusted for the
      impact on estimated gross margins as if the net unrealized gains
      and losses on securities had actually been realized.

             REINSURANCE AND OTHER CONTRACT DEPOSITS

      In the normal course of business, the Company seeks to limit its
      exposure to loss on any single insured by ceding risks to other
      insurance enterprises or reinsurers under various types of
      contracts including coinsurance and excess coverage. The
      Company's retention level per individual life ranges between $50
      thousand and $2.5 million depending on the entity writing the
      policy.

      The Company assumes and retrocedes financial reinsurance
      contracts which represent low mortality risk reinsurance
      treaties. These contracts are reported as deposits and are
      included in other contract deposits in the consolidated balance
      sheets. The amount of revenue reported on these contracts
      represents fees and the cost of insurance under the terms of the
      reinsurance agreement.

      Reinsurance activities are accounted for consistent with terms of
      the underlying contracts. Premiums ceded to other companies have
      been reported as a reduction of premiums. Amounts applicable to
      reinsurance ceded for future policy benefits and claim
      liabilities have been reported as assets for these items, and
      commissions and expense allowances received in connection with
      reinsurance ceded have been accounted for in income as earned.
      Reinsurance does not relieve the Company from its primary
      responsibility to meet claim obligations. The Company evaluates
      the financial conditions of its reinsurers annually.

             FEDERAL INCOME TAXES

      The Company and certain of its U.S. subsidiaries file
      consolidated federal income tax returns. Any acquired life
      insurance company is not included in the consolidated return
      until the acquired company has been a member of the group for
      five years.  Prior to satisfying the five-year requirement, the
      subsidiary files a separate federal return.  RGA Barbados, a
      subsidiary of RGA, also files a U.S. tax return.  The Company's
      foreign subsidiaries are taxed under applicable local statutes.
      No deferred tax liabilities have been recognized for the foreign
      subsidiaries per Accounting Principles Board (APB) Opinion 23,
      Accounting for Income Taxes - Special Areas.  The Company uses
      the asset and liability method to record deferred income taxes.

                                                              (Continued)

                               12
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

      Accordingly, deferred tax assets and liabilities are recognized
      for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing
      assets and liabilities and their respective tax bases, using
      enacted tax rates, expected to apply to taxable income in the
      years in which those temporary differences are expected to be
      recovered or settled.

             SEPARATE ACCOUNT BUSINESS

      The assets and liabilities of the separate account represent
      segregated funds administered and invested by the Company for
      purposes of funding variable life insurance and annuity contracts
      for the exclusive benefit of the contractholders. The Company
      charges the separate account for cost of insurance and
      administrative expense associated with a contract and charges
      related to early withdrawals by contractholders. The assets and
      liabilities of the separate account are carried at fair value.
      The Company's participation in the separate account (seed money)
      is carried at fair value in the separate account, and amounted to
      $19.9 million and $6.2 million at December 31, 1998 and 1997,
      respectively.

             FAIR VALUE OF FINANCIAL INSTRUMENTS

      Fair value estimates are made at a specific point in time, based
      on relevant market information and information about the
      financial instrument. These estimates do not reflect any premium
      or discount that could result from offering for sale at one time
      the Company's entire holdings of a particular financial
      instrument. Although fair value estimates are calculated using
      assumptions that management believes are appropriate, changes in
      assumptions could significantly affect the estimates and such
      estimates should be used with care. The following assumptions
      were used to estimate the fair value of each class of financial
      instrument for which it was practicable to estimate fair value:

             INVESTMENT SECURITIES:  Fixed maturities are valued using
             quoted market prices, if available. For securities not
             actively traded, fair values are estimated using values
             obtained from independent pricing services or in the case
             of private placements are estimated by discounting expected
             future cash flows using a current market rate applicable to
             the yield, credit quality, and maturity of investments. The
             fair values of equity securities are based on quoted market
             prices.

             MORTGAGE LOANS:  The fair values of mortgage loans are
             estimated using discounted cash flow analyses and interest
             rates currently being offered for similar loans to
             borrowers with similar credit ratings. Loans with similar
             characteristics are aggregated for purposes of the
             calculations.

             POLICY LOANS:  The fair value of policy loans approximates
             the carrying value. The majority of these loans are
             indexed, with a yield tied to a stated return.

             POLICYHOLDER ACCOUNT BALANCES ON INVESTMENT TYPE CONTRACTS:
             Fair values for the Company's liabilities under investment-
             type contracts are estimated using discounted cash flow
             calculations based on interest rates currently being
             offered for similar contracts with maturities consistent
             with those remaining for the contracts being valued. For
             contracts with no defined maturity date, the carrying value
             approximates fair value.

             SEPARATE ACCOUNT ASSETS AND LIABILITIES:  The separate
             account assets and liabilities are carried at fair value as
             determined by the market value of the underlying segregated
             investments.

                                                              (Continued)

                               13
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

             SHORT-TERM INVESTMENTS AND CASH AND CASH EQUIVALENTS:  The
             carrying amount approximates fair value.

             LONG-TERM DEBT AND NOTES PAYABLE:  The fair value of long-
             term debt and notes payable is estimated using discounted
             cash flow calculations based on interest rates currently
             being offered for similar instruments.

             Refer to note 3 for additional information on fair value of
             financial instruments.

             RECLASSIFICATION

      The Company has reclassified the presentation of certain prior
      period information to conform to the 1998 presentation.

(2)   INVESTMENTS

             FIXED MATURITIES AND EQUITY SECURITIES

      The amortized cost and estimated fair value of fixed maturities
      and equity securities at December 31, 1998 and 1997 are as
      follows (in thousands):

<TABLE>
<CAPTION>
                                                               1998
                                      --------------------------------------------------------
                                                          GROSS         GROSS       ESTIMATED
                                       AMORTIZED        UNREALIZED   UNREALIZED       FAIR
                                         COST             GAINS        LOSSES         VALUE
                                      -----------       ----------    --------      ----------
<S>                                   <C>                <C>          <C>           <C>
        Available for sale:
          U.S. Treasury securities    $    20,708            424            --          21,132
          Government agency
            obligations                 1,151,467        122,506       (11,176)      1,262,797
          Corporate securities          6,889,983        380,072      (164,130)      7,105,925
          Mortgage-backed securities    1,812,376         34,027       (38,553)      1,807,850
          Asset-backed securities         861,736         13,027        (4,184)        870,579
                                      -----------        -------      --------      ----------

              Total fixed maturities
                available for sale    $10,736,270        550,056      (218,043)     11,068,283
                                      ===========        =======      ========      ==========

        Equity securities             $    39,041          9,509            --          48,550
                                      ===========        =======      ========      ==========
</TABLE>

                                                              (Continued)

                               14
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                                               1997
                                      --------------------------------------------------------
                                                          GROSS         GROSS       ESTIMATED
                                       AMORTIZED        UNREALIZED   UNREALIZED       FAIR
                                         COST             GAINS        LOSSES         VALUE
                                      -----------       ----------    --------      ----------
<S>                                    <C>               <C>          <C>           <C>
        Available for sale:
          U.S. Treasury securities     $   48,074          1,125          (27)         49,172
          Government agency
            obligations                   378,002         84,425       (1,281)        461,146

          Corporate securities          5,491,210        319,682      (45,790)      5,765,102
          Mortgage-backed securities    2,544,241         45,211      (17,832)      2,571,620
          Asset-backed securities         265,725          3,380         (626)        268,479
                                       ----------        -------      -------       ---------

              Total fixed maturities
                available for sale     $8,727,252        453,823      (65,556)      9,115,519
                                       ==========        =======      =======       =========
        Equity securities              $   23,558            653           --          24,211
                                       ==========        =======      =======       =========
</TABLE>

      The Company manages its credit risk associated with fixed
      maturities by diversifying its portfolio. At December 31, 1998,
      the Company held no corporate debt securities or foreign
      government debt securities of a single issuer which had a
      carrying value in excess of ten percent of stockholders' equity.

      The amortized cost and estimated fair value of fixed maturity
      investments at December 31, 1998 are shown by contractual
      maturity for all securities except, U.S. Government agencies
      mortgage-backed securities which are distributed by maturity year
      based on the Company's estimate of the rate of future prepayments
      of principal over the remaining lives of the securities (in
      thousands).  These estimates are developed using prepayment
      speeds provided in broker consensus data.  Such estimates are
      derived from prepayment speed experience at the interest rate
      levels projected for the applicable underlying collateral and can
      be expected to vary from actual experience.  Expected maturities
      may differ from contractual maturities because borrowers may have
      the right to call or prepay obligations with or without call or
      prepayment penalties.

<TABLE>
<CAPTION>
                                                                             ESTIMATED
                                                           AMORTIZED            FAIR
                                                             COST              VALUE
                                                          ----------         ---------
<S>                                                      <C>                <C>
        Due in one year or less                          $   201,267           201,307
        Due after one year through five years              1,794,887         1,821,575
        Due after five years through ten years             2,479,699         2,528,321
        Due after ten years through twenty years           4,448,041         4,709,231
        Mortgage-backed securities                         1,812,376         1,807,849
                                                         -----------        ----------

            Total                                        $10,736,270        11,068,283
                                                         ===========        ==========
</TABLE>

                                                              (Continued)

                               15
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

      The sources of net investment income follow (in thousands):

<TABLE>
<CAPTION>
                                           1998               1997              1996
                                        ----------           -------           -------
<S>                                     <C>                  <C>               <C>
        Fixed maturities                $  744,347           561,709           464,512
        Mortgage loans                     188,775           194,504           171,781
        Real estate                         25,682            34,164            39,062
        Equity securities                    1,195             1,317               755
        Policy loans                       152,247           148,316           133,511
        Short-term investments              22,380            16,600            13,979
        Other                               18,938            13,943             9,705
                                        ----------           -------           -------

        Investment revenue               1,153,564           970,553           833,305
        Investment expenses                (17,726)          (25,011)          (26,422)
                                        ----------           -------           -------
            Net investment income       $1,135,838           945,542           806,883
                                        ==========           =======           =======
</TABLE>

      Net realized gains (losses) from sales of investments consist of
      the following (in thousands):

<TABLE>
<CAPTION>
                                                  1998              1997              1996
                                                 -------           -------           -------
<S>                                              <C>               <C>               <C>
        Fixed maturities:
          Realized gains                         $19,027            23,969            27,928
          Realized losses                        (13,978)          (16,796)          (10,398)
        Equity securities:
          Realized gains                           1,985             1,835             6,146
          Realized losses                           (164)           (1,457)             (288)
        Other investments, net                     6,776            20,987             1,143
                                                 -------           -------           -------
            Net realized investment gains        $13,646            28,538            24,531
                                                 =======           =======           =======
</TABLE>

      Included in the net realized losses are permanent write-downs of
      approximately $5.5 million and $4.8 million during 1998 and 1997,
      respectively.

                                                              (Continued)

                               16
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


      A summary of the components of the net unrealized appreciation
      (depreciation) on invested assets carried at fair value is as follows
      (in thousands):

<TABLE>
<CAPTION>
                                                                               1998            1997
                                                                             ---------       --------
<S>                                                                          <C>              <C>
        Unrealized appreciation (depreciation):
          Fixed maturities available for sale                                $ 332,015        388,267
          Equity securities and short-term investments                           9,561            658
          Derivatives                                                           (5,261)           888
        Effect of unrealized appreciation (depreciation) on:
          Deferred policy acquisition costs                                   (155,713)      (142,187)
          Present value of future profits                                         (473)        (2,901)
        Deferred income taxes                                                  (69,135)       (91,779)
        Other                                                                   (2,931)           139
        Minority interest, net of taxes                                        (19,561)       (24,341)
                                                                             ---------       --------
            Net unrealized appreciation                                      $  88,502        128,744
                                                                             =========       ========
</TABLE>

      The Company has securities on deposit with various state
      insurance departments and regulatory authorities with an
      amortized cost of approximately $545.7 million and $346.6 million
      at December 31, 1998 and 1997, respectively.

             MORTGAGE LOANS

      The Company originates mortgage loans on income-producing
      properties, such as apartments, retail and office buildings,
      light warehouses, and light industrial facilities. Loan to value
      ratios at the time of loan approval are 75 percent or less. The
      Company minimizes risk through a thorough credit approval process
      and through geographic and property type diversification.

      The Company's mortgage loans were distributed as follows (in
      thousands):

<TABLE>
<CAPTION>
                                            1998                              1997
                                 ---------------------------       ---------------------------
                                  CARRYING          PERCENT         CARRYING          PERCENT
                                   VALUE            OF TOTAL         VALUE            OF TOTAL
                                 ----------         --------       ----------         --------
<S>                              <C>                 <C>           <C>                 <C>
        Arizona                  $  167,628            7.1%        $  156,453            7.2%
        California                  395,329           16.6            358,443           16.5
        Colorado                    228,096            9.6            228,797           10.5
        Florida                     171,608            7.2            153,174            7.0
        Georgia                     176,090            7.4            131,861            6.1
        Illinois                    162,168            6.8            155,184            7.1
        Maryland                    102,915            4.3            104,567            4.8
        Missouri                     93,528            3.9            100,815            4.6
        Texas                       197,375            8.3            191,619            8.8
        Washington                   99,615            4.2             84,140            3.9
        Other                       581,717           24.6            513,213           23.5
                                 ----------          -----         ----------          -----
            Subtotal              2,376,069          100.0%         2,178,266          100.0%
                                                     =====                             =====
        Valuation reserve           (38,527)                          (38,004)
                                 ----------                        ----------
            Total                $2,337,542                        $2,140,262
                                 ==========                        ==========
</TABLE>

                                                              (Continued)

                               17
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


<TABLE>
<CAPTION>
                                               1998                              1997
                                    ---------------------------       ---------------------------
                                     CARRYING          PERCENT         CARRYING          PERCENT
                                      VALUE            OF TOTAL         VALUE            OF TOTAL
                                    ----------         --------       ----------         --------
<S>                                 <C>                 <C>           <C>                 <C>
           Property type:
           Apartment                $   77,069            3.2%        $  101,038            4.6%
           Retail                      872,205           36.7            903,438           41.5
           Office building             747,824           31.5            622,185           28.6
           Industrial                  422,553           17.8            445,253           20.4
           Other commercial            256,418           10.8            106,352            4.9
                                    ----------          -----         ----------          -----

               Subtotal              2,376,069          100.0%         2,178,266          100.0%
                                                        =====                             =====

           Valuation reserve           (38,527)                          (38,004)
                                    ----------                        ----------

               Total                $2,337,542                        $2,140,262
                                    ==========                        ==========
</TABLE>

      An impaired loan is measured at the present value of expected
      future cash flows or, alternatively, the observable market price
      or the fair value of the collateral.

      Mortgage loans which have been non-income producing for the
      preceding twelve months were $20.1 million and $8.7 million at
      December 31, 1998 and 1997, respectively. At December 31, 1998
      and 1997, the recorded investment in mortgage loans that were
      considered impaired was $100.7 million and $119.7 million,
      respectively, with related allowances for credit losses of
      $12.6 million and $12.7 million, respectively. The average
      recorded investment in impaired loans during 1998 and 1997 was
      $110.2 million and $103.1 million, respectively.

      For the years ended December 31, 1998, 1997, and 1996, the
      Company recognized $6.8 million, $9.7 million, and $6.6 million,
      respectively, of interest income on those impaired loans, which
      included $7.0 million, $9.9 million, and $6.7 million,
      respectively, of interest income recognized using the cash basis
      method of income recognition.

      The Company has outstanding mortgage loan commitments as of
      December 31, 1998 totaling $429.5 million.

             SECURITIES LENDING

      The Company participates in a securities lending program.  The
      amount on loan at December 31, 1998 was $122.5 million and was
      appropriately collateralized.

                                                              (Continued)

                               18
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

             DERIVATIVES

      The Company has a variety of reasons to use derivative
      instruments, such as to attempt to protect the Company against
      possible changes in the market value of its portfolio as a result
      of interest rate changes and to manage the portfolio's effective
      yield, maturity, and duration.  The Company does not invest in
      derivatives for speculative purposes.  Upon disposition, a
      realized gain or loss is recognized accordingly, except when
      exercising an option contract or taking delivery of a security
      underlying a futures contract.  In these instances, the
      recognition of gain or loss is postponed until the disposal of
      the security underlying the option of futures contract.

      Summarized below are the specific types of derivative instruments
      used by the Company.

              INTEREST RATE SWAPS:  The Company manages interest rate
              risk on certain contracts, primarily through the
              utilization of interest rate swaps.  Under interest rate
              swaps, the Company agrees with counterparties to exchange,
              at specified intervals, the payments between floating and
              fixed-rate interest amounts calculated by reference to
              notional amounts.  Net interest payments are recognized
              within net investment income in the consolidated statements
              of operations.

              At December 31, 1998, the Company had 35 outstanding
              interest rate swap agreements which expire at various dates
              through 2025.  Under 15 of the agreements, the Company
              receives a fixed rate ranging from 5.79 percent to 7.57
              percent on a notional amount of $80.5 million and pays a
              floating rate based on London Interbank Offered Rate
              (LIBOR).  Under 19 outstanding interest rate swap
              agreements, the Company receives a floating rate based on
              LIBOR on a notional amount of $116.0 million and pays a
              fixed rate ranging from 3.13 percent to 8.56 percent.  On
              the remaining swap agreement, the Company receives a
              floating rate based on LIBOR on a notional amount of $5
              million and pays a floating rate based on LIBOR.  The
              estimated fair value of the agreements at December 31, 1998
              was a net loss of approximately $4.7 million, which is
              recognized in accumulated other comprehensive income.

              At December 31, 1997, the Company had 30 outstanding
              interest rate swap agreements which expire at various dates
              through 2025.  Under 13 of the agreements, the Company
              receives a fixed rate ranging from 5.98 percent to 7.51
              percent on a notional amount of  $68.6 million and pays a
              floating rate based on LIBOR. Under the remaining 17
              outstanding interest rate swap agreements, the Company
              receives a floating rate based on LIBOR on a notional
              amount of $93 million and pays a fixed rate ranging from
              6.50 percent to 8.56 percent. The estimated fair value of
              the agreements was a net loss of approximately $2.5
              million, which is not recognized in accumulated other
              comprehensive income.

              CURRENCY SWAPS AND CROSS CURRENCY SWAPS:  Under foreign
              currency swaps, the Company agrees with other parties to
              exchange at specified intervals, the difference between two
              currencies on an exchange rate basis the interest amounts
              calculated by reference to an agreed notional principal
              amount.  Under cross currency swaps, the Company swaps the
              difference between two currencies and between floating and
              fixed-rate interest amounts calculated by reference to
              notional amounts.  The Company uses this technique for
              foreign denominated assets to match dollar denominated
              liabilities of various fixed income products.  Net interest
              payments are recognized within net investment income in the
              consolidated statements of operations.

                                                               (Continued)

                               19
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

              The Company had one outstanding currency swap agreement and
              five outstanding cross currency swaps at December 31, 1998
              and 1997, respectively, which expire at various dates
              through 2016.  The notional amount was $34.2  million and
              $34.3 million, respectively.  The 1998 estimated fair value
              of the agreements was a net loss of  $5.5 million and is
              recognized in accumulated other comprehensive income and
              the 1997 net loss of  $1.3 million is not recognized in
              accumulated other comprehensive income.

              TOTAL RETURN SWAP:  The Company uses the total return swap
              to construct a structured product that resembles an equity
              linked note.  The total return swap is used to obtain the
              equity participation.  The Company agrees with other
              parties to pay at specified intervals, floating-rate
              interest amounts calculated by reference to an agreed
              notional principal amount.  In return the Company receives
              equity participation, which is calculated by reference to
              an agreed equity market index and a notional principal
              amount.  If the amount is positive at the termination date,
              the Company receives such amount.  If the amount is
              negative at the termination date, the Company pays out such
              amount to the counterparty.

              At December 31, 1998, the Company had one outstanding total
              return swap which expires in 2028.  The notional amount was
              $14.0 million and the estimated fair value of the agreement
              was a net profit of $1.9 million, which is recognized in
              accumulated other comprehensive income. At December 31,
              1997, the Company held no return swap agreements.

              FUTURES:  A futures contract is an agreement involving the
              delivery of a particular asset on a specified future date
              at an agreed upon price.  The Company generally invests in
              futures on U.S. Treasury Bonds, U.S. Treasury Notes, and
              the S&P 500 Index and typically closes the contract prior
              to the delivery date.  These contracts are generally used
              to manage the portfolio's effective maturity and duration.
              The 1998 unrealized gain was recognized in accumulated
              other comprehensive income and the 1997 unrealized loss was
              not recognized in accumulated other comprehensive income.

              Futures contracts outstanding as of December 31, 1998 and
              1997 were as follows (in thousands):

<TABLE>
<CAPTION>
                               Net sold       Notional        Fair         Unrealized
                               position        amount         value        gain (loss)
        ------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>              <C>
        December 31, 1998        (259)        $33,117        $32,923           $194

        December 31, 1997        (510)        $51,000        $60,940          ($907)
</TABLE>

              CALL OPTIONS:  Currently, the Company buys both exchange-
              traded and over-the-counter options based on the S&P 500
              Index to support equity indexed annuity contracts.  An
              equity indexed annuity is a product under which
              contractholders receive a minimum guaranteed value and also
              participate in stock market appreciation.  Options are
              marked to market value quarterly.  The change in value is
              reflected in investment income to assure proper matching of
              the hedge to changes in the liability.  At December 31,
              1998 and 1997, the amounts involved were not material.

                                                              (Continued)

                               20
<PAGE>
<PAGE>

                 GENERAL AMERICAN LIFE INSURANCE COMPANY
                           AND SUBSIDIARIES

                Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

              PUT OPTION:  The Company uses a put option to construct a
              structured product that resembles an equity linked note.  A
              put option is used to hedge equity exposure that is
              associated with the total return swap.  The put option
              helps protect the downside exposure.  A lump sum payment is
              made at the outset.  The notional amount of the put is
              based on the notional amount associated with the total
              return swap.  The termination date for the put option is
              set to match the termination date of the total return swap.
              At December 31, 1998 and 1997, the amounts involved were
              not material.

              The Company is exposed to credit related risk in the event
              of nonperformance by counterparties to financial
              instruments but does not expect any counterparties to fail
              to meet their obligations.  Where appropriate, master
              netting agreements are arranged and collateral is obtained
              in the form of rights to securities to lower the Company's
              exposure to credit risk.  It is the Company's policy to
              deal only with highly rated companies.  At December 31,
              1998 and 1997, there were not any significant
              concentrations with counterparties.

(3)   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following table presents the carrying amounts and estimated
      fair values of the Company's financial instruments at
      December 31, 1998 and 1997. SFAS 107, Disclosures about the Fair
      Value of Financial Instruments, defines fair value of a financial
      instrument as the amount at which the instrument could be
      exchanged in a current transaction between willing parties (in
      thousands):

<TABLE>
<CAPTION>
                                                          1998                           1997
                                               --------------------------      ------------------------
                                                CARRYING       ESTIMATED        CARRYING      ESTIMATED
                                                  VALUE        FAIR VALUE        VALUE       FAIR VALUE
                                               -----------     ----------      ---------     ----------
<S>                                            <C>             <C>             <C>            <C>
        Assets:
          Fixed maturities                     $11,068,283     11,068,283      9,115,519      9,115,519
          Mortgage loans                         2,337,542      2,472,485      2,140,262      2,333,895
          Policy loans                           2,151,028      2,151,028      2,073,152      2,073,152
          Short-term investments                   195,346        195,346        190,374        190,374
          Other invested assets                    457,645        457,645        243,921        243,921
          Separate account assets                5,287,456      5,287,456      4,118,860      4,118,860

        Liabilities:
          Policyholder account
            balances related to
            investment contracts               $ 6,675,466      6,781,053      6,696,690      6,608,068
          Long-term debt and
            notes payable                          221,850        235,367        214,477        222,419

          Separate account liabilities           5,267,553      5,267,553      4,112,666      4,112,666
</TABLE>

                                                              (Continued)

                               21
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

(4)  REINSURANCE

     The Company is a reinsurer to the life and health industry. The
     effect of reinsurance on premiums and other considerations is as
     follows (in thousands):

<TABLE>
<CAPTION>
                                             1998        1997         1996
                                          ----------   ---------    ---------
<S>                                       <C>          <C>          <C>
     Direct                               $1,253,409   1,120,169    1,097,340
     Assumed                               1,422,262     996,861      827,171
     Ceded                                  (431,515)   (348,861)    (301,283)
                                          ----------   ---------    ---------

          Net insurance premiums and
            other considerations          $2,244,156   1,768,169    1,623,228
                                          ==========   =========    =========
</TABLE>

     Reinsurance assumed represents approximately $313.7 billion,
     $212.5 billion, and $160.0 billion of insurance in force at
     December 31, 1998, 1997, and 1996, respectively. The amount of
     ceded insurance in force, including retrocession, was
     $31.4 billion, $50.4 billion, and $53.2 billion, for 1998, 1997,
     and 1996, respectively.

(5)  FEDERAL INCOME TAXES

     Income tax expense (benefit) attributable to income from
     operations consists of the following (in thousands):

<TABLE>
<CAPTION>
                                                     1998            1997           1996
                                                    -------         ------         ------
<S>                                                 <C>             <C>            <C>
     Current income tax expense                     $35,226         65,778         45,902
     Deferred income tax expense (benefit)           18,351           (113)        13,992
                                                    -------         ------         ------
       Provision for income taxes                   $53,577         65,665         59,894
                                                    =======         ======         ======
</TABLE>

                                                            (Continued)

                                 22
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

     Income tax expense attributable to income from operations
     differed from the amounts computed by applying the U.S. federal
     income tax rate of 35 percent to pre-tax income as a result of
     the following (in thousands):

<TABLE>
<CAPTION>
                                                              1998           1997          1996
                                                            --------        ------        ------
<S>                                                         <C>             <C>           <C>
     Computed "expected" tax expense                        $ 69,952        64,763        57,055
     Increase (decrease) in income tax resulting from:
       Surplus tax on mutual life insurance companies         (7,505)        5,325         4,777
       Foreign tax rate in excess of U.S. tax rate               752           556           941
       Tax preferred investment income                       (10,949)       (6,583)       (7,318)
       State tax net of federal benefit                        1,660           830           971
       Corporate owned life insurance                         (3,575)           --            --
       Foreign tax credit                                     (1,261)         (594)           --
       Goodwill amortization                                   1,471           956           895
       Difference in book vs. tax basis in
         domestic subsidiaries                                 2,751         2,166         2,230
           Other, net                                            281        (1,754)          343
                                                            --------        ------        ------

             Provision for income taxes                     $ 53,577        65,665        59,894
                                                            ========        ======        ======
</TABLE>

     Total income taxes were allocated as follows (in thousands):

<TABLE>
<CAPTION>
                                                              1998          1997          1996
                                                            --------       -------       -------
<S>                                                         <C>            <C>           <C>
     Provision for income taxes                             $ 53,577        65,665        59,894
     Income tax from stockholder equity:
       Unrealized investment gain (loss) recognized
         for financial reporting purposes                    (22,619)       55,923       (24,612)
       Foreign currency translation                           (9,370)      (12,122)           --
       Other                                                  (1,357)         (437)       (1,023)
                                                            --------       -------       -------
             Total income tax                               $ 20,231       109,029        34,259
                                                            ========       =======       =======
</TABLE>

                                                            (Continued)

                                 23
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

     The tax effects of temporary differences that give rise to
     significant portions of deferred tax assets and liabilities at
     December 31, 1998 and 1997 are presented below (in thousands):

<TABLE>
<CAPTION>
                                                                                  1998              1997
                                                                                --------           -------
<S>                                                                             <C>                <C>
     Deferred tax assets:
       Reserve for future policy benefits                                       $151,132           149,496
       Deferred acquisition costs capitalized for tax                            128,830           110,418
       Difference in basis of post retirement benefits                             7,747             6,846
       Net operating loss                                                         46,609            40,915
       Other, net                                                                127,891           132,354
                                                                                --------           -------

         Gross deferred tax assets                                               462,209           440,029

       Less valuation allowance                                                    1,338             1,150
                                                                                --------           -------

         Total deferred tax asset after valuation allowance                     $460,871           438,879
                                                                                ========           =======
     Deferred tax liabilities:
       Unrealized gain on investments                                           $ 96,554           123,971
       Deferred acquisition costs capitalized for financial reporting            274,483           282,714
       Other, net                                                                165,263           121,240
                                                                                --------           -------

         Total deferred tax liabilities                                          536,300           527,925
                                                                                --------           -------

         Net deferred tax liability                                             $ 75,429            89,046
                                                                                ========           =======
</TABLE>

     The Company has not recognized a deferred tax liability for the
     undistributed earnings of its wholly owned domestic and foreign
     subsidiaries because the Company currently does not expect those
     unremitted earnings to become taxable to the Company in the
     foreseeable future. This is because the unremitted earnings will not
     be repatriated in the foreseeable future, or because those
     unremitted earnings that may be repatriated will not be taxable
     through the application of tax planning strategies that management
     would utilize.

     As of December 31, 1998, the Company has provided for a 100 percent
     valuation allowance against the deferred tax asset related to the
     net operating losses of RGA's Australian, Argentine, and UK
     subsidiaries and NaviSys Insurance Solution's Mexican subsidiary.
     The Company has provided for a 50 percent valuation allowance
     against the deferred tax asset related to International Underwriting
     Services' net operating losses which were incurred in separate
     return limitation years. Based on income projections for future
     years, a 50 percent valuation allowance is appropriate. Management
     believes that it is more likely than not that results of future
     operations will generate sufficient taxable income to realize the
     remaining deferred tax assets.

                                                            (Continued)

                                 24
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

     At December 31, 1998, the Company had capital loss carryforwards of
     $0.2 million. During 1998, 1997, and 1996 the Company paid income
     taxes totaling approximately $59.6 million, $70.8 million, and $20.7
     million, respectively. At December 31, 1998, the Company's
     subsidiaries had recognized deferred tax assets associated with net
     operating loss carryforwards of approximately $131.8 million. The
     net operating loss and capital losses are expected to be utilized
     during the period allowed for carryforwards.

(6)  DEFERRED POLICY ACQUISITION COSTS

     A summary of the policy acquisition costs deferred and amortized is
     as follows (in thousands):

<TABLE>
<CAPTION>
                                                         1998           1997          1996
                                                       ---------      --------      --------
<S>                                                    <C>            <C>           <C>
     Balance at beginning of year                      $ 695,253       652,251       526,939
     Transfer of present value of future profits              --        19,279            --
     Prior year adjustment due to change in
       reserving method                                     (225)           --            --
     Policy acquisition costs deferred                   332,899       267,008       206,790
     Policy acquisition costs amortized                 (280,061)     (211,979)     (182,038)
     Interest credited                                    39,421        40,843        38,944
     Deferred policy acquisition costs relating to
       change in unrealized (gain) loss on
       investments available for sale                    (13,525)      (72,149)       61,616
                                                       ---------      --------      --------

     Balance at end of year                            $ 773,762       695,253       652,251
                                                       =========      ========      ========
</TABLE>

(7)  ASSOCIATE BENEFIT PLANS AND POSTRETIREMENT BENEFITS

     The Company has a defined benefit plan covering substantially all
     associates. The benefits are based on years of service and each
     associate's compensation level. The Company's funding policy is
     to contribute annually the maximum amount deductible for federal
     income tax purposes. Contributions provide for benefits
     attributed to service to date and for those expected to be earned
     in the future.

     The Company also has several non-qualified, defined benefit, and
     defined contribution plans for directors and management
     associates. The plans are unfunded and are deductible for federal
     income tax purposes when the benefits are paid.

     In addition to pension benefits, the Company provides certain
     health care and life insurance benefits for retired employees.
     Substantially all employees may become eligible for these
     benefits if they reach retirement age while working for the
     Company. Alternatively, retirees may elect certain prepaid health
     care benefit plans.

     The Company uses the accrual method to account for the costs of
     its retiree plans and amortizes its transition obligation for
     retirees and fully eligible or vested employees over 20 years.
     The unamortized transition obligation was $14.4 million and $16.8
     million at December 31, 1998 and 1997, respectively.

                                                            (Continued)

                                 25
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


     The Board of Directors has adopted an associate incentive plan
     applicable to full-time salaried associates with at least one
     year of service. Contributions to the plan are determined
     annually by the Board of Directors and are based upon salaries of
     eligible associates. Full vesting occurs after five years of
     continuous service. The Company's contribution to the plan was
     $10.4 million, $10.4 million, and $8.8 million for 1998, 1997,
     and 1996 respectively.

     The following tables summarize the Company's associate benefit
     plans and postretirement benefits (in thousands):

<TABLE>
<CAPTION>
                                                             PENSION BENEFITS               OTHER BENEFITS
                                                         -----------------------         ---------------------
                                                           1998           1997            1998           1997
                                                         --------        -------         ------         ------
<S>                                                      <C>             <C>             <C>            <C>
     Change in benefit obligation:
       Benefit obligation at beginning of year           $129,831        122,551         37,678         41,518
       Service cost                                         5,775          5,915          1,705          1,665
       Interest cost                                        9,269          8,597          2,898          2,488
       Participant contributions                               --             --            216            207
       Plan amendments                                       (423)          (547)        (1,317)            --
       Curtailments                                            --         (1,046)            --             --
       Benefits paid                                       (6,640)        (5,903)        (1,438)        (1,577)
       Actuarial (gain) or loss                            11,281            264          5,962         (6,623)
                                                         --------        -------         ------         ------
       Benefit obligation at end of year                 $149,093        129,831         45,704         37,678
                                                         ========        =======         ======         ======
     Change in plan assets:
       Fair value of plan assets at beginning
         of year                                          150,498        125,742             --             --
       Actual return on plan assets                        29,183         29,043             --             --
       Employer contributions                               1,703          1,616             --             --
       Benefits paid                                       (6,640)        (5,903)            --             --
                                                         --------        -------         ------         ------
       Fair value of plan assets at
         end of year                                     $174,744        150,498             --             --
                                                         ========        =======         ======         ======
</TABLE>

                                                            (Continued)

                                 26
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                               PENSION BENEFITS                    OTHER BENEFITS
                                                       --------------------------------    -------------------------------
                                                         1998        1997        1996       1998        1997       1996
                                                       --------     -------     -------    -------     -------     -------
<S>                                                    <C>          <C>         <C>        <C>         <C>         <C>
     Reconciliation of funded status:
       Funded status                                   $ 25,652      20,668       3,192    (45,704)    (37,678)    (41,518)
       Unrecognized actuarial
         (gain) or loss                                 (14,455)     (8,237)      9,826     (1,862)     (7,824)     (1,361)
       Unrecognized transition
         obligation                                         298       1,098       1,396     14,404      16,766      17,884
       Unrecognized prior
         service cost                                      (780)     (2,184)       (580)        --          --          --
                                                       --------     -------     -------    -------     -------     -------
       Net amount recognized
         at end of year                                  10,715      11,345      13,834    (33,162)    (28,736)    (24,995)
                                                       --------     -------     -------    -------     -------     -------
     Amounts recognized in the
       statement of financial
       position consist of:
         Prepaid benefit cost                            37,921      35,850      35,335         --          --          --
         Accrued benefit liability                      (32,208)    (28,183)    (26,377)   (33,162)    (28,736)    (24,995)
         Intangible asset                                   869         868       1,608         --          --          --
         Accumulated other
           comprehensive loss                             4,133       2,810       3,268         --          --          --
                                                       --------     -------     -------    -------     -------     -------
         Net amount recognized
           at end of year                                10,715      11,345      13,834    (33,162)    (28,736)    (24,995)
                                                       --------     -------     -------    -------     -------     -------
     Other comprehensive loss
       (income) attributable to
       change in additional
       minimum liability recognition                   $  1,324        (458)        (84)        --          --          --
                                                       ========     =======     =======    =======     =======     =======
</TABLE>

                                                            (Continued)

                                 27
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                PENSION BENEFITS               OTHER BENEFITS
                                          ----------------------------    --------------------------
                                            1998      1997       1996      1998      1997      1996
                                          --------   -------   -------    ------    ------    ------
<S>                                       <C>        <C>       <C>        <C>       <C>       <C>
     Additional year-end information
       for plans with benefit obliga-
       tions in excess of plan assets:
         Benefit obligation               $ 36,587    32,239    29,077    45,704    37,378    41,518
         Fair value of plan assets              81        41        --        --        --        --
     Additional year-end information
       for pension plans with accumu-
       lated benefit obligations in
       excess of plan assets:
         Projected benefit obligation       36,587    32,239    29,077        --        --        --
         Accumulated benefit
           obligation                       32,078    28,019    26,241        --        --        --
         Fair value of plan assets              81        41        --        --        --        --
     Components of net periodic
       benefit cost:
         Service cost                        5,775     5,915     5,421     1,705     1,665     1,921
         Interest cost                       9,269     8,597     8,047     2,898     2,488     2,729
         Expected return on plan
           assets                          (13,261)  (11,108)  (10,447)       --        --        --
         Amortization of prior
           service cost                        (71)      (51)       58        --        --        --
         Amortization of transitional
           obligation                           98       298       338     1,045     1,118     1,118
         Recognized actuarial (gain)
           or loss                             432       455       491        --      (160)       --
                                          --------   -------   -------    ------    ------    ------
         Net periodic benefit cost        $  2,242     4,106     3,908     5,648     5,111     5,768
                                          ========   =======   =======    ======    ======    ======

      Additional loss recognized due to:
        Curtailment                             91        --        --        --        --        --
        Settlement                              --        --       192        --        --        --

      Weighted average assumptions
        as of December 31:
          Discount rate                       6.75%     7.25%     7.25%     6.75%     7.25%     7.25%
          Expected long-term rate of
            return on plan assets             9.00%     9.00%     9.25%       --        --        --
          Rate of compensation
            increase (qualified plan)         4.20%     4.20%     4.50%       --        --        --
                                          ========   =======   =======    ======    ======    ======
</TABLE>
                                                            (Continued)

                                 28
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


     ASSUMED HEALTH CARE COST TREND: For measurement purposes, a 7.5
     percent annual rate of increase in the per capita cost of covered
     health care benefits was assumed for 1998.  The rate assumed to
     decrease gradually to 5 percent for 2000 and remain at that level
     thereafter.

     Assumed health care cost trend rates have a significant effect on
     the amounts reported for the health care plan.  A one percentage
     point change in assumed health care cost trend rates would have
     the following effects:

<TABLE>
<CAPTION>
                                                   ONE PERCENTAGE         ONE PERCENTAGE
                                                   POINT INCREASE         POINT DECREASE
                                                   --------------         --------------
<S>                                                    <C>                   <C>
     Effect on total service and interest cost
       components for 1998                             $  834                  (643)

     Effect on end of year 1998 postretirement
       benefit obligation                              $6,608                (5,272)
</TABLE>

(8)  DEBT

     The Company's long-term debt and notes payable consist of the
     following (in millions):

<TABLE>
<CAPTION>
                                                                           FACE VALUE AT
                                                                            DECEMBER 31,
                                                                          ----------------
              DESCRIPTION                    RATE         MATURITY        1998        1997
              -----------                    ----         --------        ----        ----
<S>                                          <C>        <C>              <C>          <C>
     Long-term debt:
       General American surplus note         7.625%     January 2024     $107.0       107.0
       RGA senior note                       7.250%       April 2006      100.0       100.0

     Notes payable:
       RGA Australia Hldgs.                  5.180%       April 1999        8.9         7.8
                                             =====      ============     ------       -----

         Total long-term debt and
           notes payable                                                 $215.9       214.8
                                                                         ======       =====
</TABLE>

     The difference between the face value of debt and the carrying
     value per the consolidated balance sheets is unamortized
     discount.

     The Company's surplus note pays interest on January 15 and
     July 15 of each year. The note is not subject to redemption
     prior to maturity. Payment of principal and interest on the note
     may be made only with the approval of the Missouri Director of
     Insurance.

                                                            (Continued)

                                 29
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


     The RGA senior note pays interest semiannually on April 1 and
     October 1. The ability of RGA to make debt principal and
     interest payments as well as make dividend payments to
     shareholders is ultimately dependent on the earnings and surplus
     of its subsidiaries and the investment earnings on the
     undeployed debt proceeds. The transfer of funds from the
     insurance subsidiaries to RGA is subject to applicable insurance
     laws and regulations.

     Principal repayments are due in April 1999 and are expected to
     be renewed under the terms of the line of credit. This agreement
     contains various restrictive covenants which primarily pertain
     to limitations on the quality and types of investments, minimum
     requirements of net worth, and minimum rating requirements.

     Interest paid on debt during 1998, 1997, and 1996 amounted to
     $17.0 million, $20.0 million, and $19.9 million, respectively.

     As of December 31, 1998, the Company was in compliance with all
     covenants under its debt agreements.

(9)  COMPREHENSIVE INCOME

     In June 1997, the Financial Accounting Standards Board issued
     SFAS No. 130, Reporting Comprehensive Income, effective for
     years beginning after December 15, 1997. SFAS 130 establishes
     standards for reporting and display of comprehensive income but
     does not affect results of operations. Effective January 1,
     1998, the Company adopted SFAS 130. The components of
     comprehensive income, other than net income, are as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                 1998
                                                 -------------------------------------
                                                  BEFORE-         TAX          NET-OF-
                                                   TAX         (EXPENSE)        TAX
                                                  AMOUNT        BENEFIT        AMOUNT
                                                 --------       -------       --------
<S>                                              <C>            <C>           <C>
     Foreign currency translation adjustments    $(20,597)       7,200        (13,397)
     Unrealized gains (losses) on securities:
       Unrealized holding gains (losses)
         arising during period                    (56,603)      19,327        (37,276)
       Less reclassification adjustment
         for gains (losses) realized in
         net income                                 4,654       (1,688)         2,966
                                                 --------       ------        -------
           Net unrealized gains (losses)
             on securities                        (61,257)      21,015        (40,242)
     Minimum benefit liability                       (335)          --           (335)
                                                 --------       ------        -------
           Total other comprehensive
             (loss) income                       $(82,189)      28,215        (53,974)
                                                 ========       ======        =======
</TABLE>

                                                            (Continued)

                                 30
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                     1997
                                                     -------------------------------------
                                                      BEFORE-         TAX          NET-OF-
                                                       TAX         (EXPENSE)        TAX
                                                      AMOUNT        BENEFIT        AMOUNT
                                                     --------       -------       --------
<S>                                                  <C>            <C>            <C>

     Foreign currency translation adjustments        $(14,254)      10,583         (3,671)

     Unrealized gains (losses) on securities:
       Unrealized holding gains (losses)
         arising during period                        132,329      (49,140)        83,189
       Less reclassification adjustment for gains
         (losses) realized in net income                7,432       (2,620)         4,812
                                                     --------      -------         ------
            Net unrealized gains (losses)
              on securities                           124,897      (46,520)        78,377
     Minimum benefit liability                            877           --            877
                                                     --------      -------         ------
            Total other comprehensive
              (loss) income                          $111,520      (35,937)        75,583
                                                     ========      =======         ======

<CAPTION>
                                                                     1996
                                                     -------------------------------------
                                                      BEFORE-         TAX          NET-OF-
                                                       TAX         (EXPENSE)        TAX
                                                      AMOUNT        BENEFIT        AMOUNT
                                                     --------       -------       --------
<S>                                                  <C>            <C>           <C>
     Foreign currency translation adjustments        $ (1,543)          --         (1,543)
     Unrealized gains (losses) on securities:
       Unrealized holding gains (losses)
         arising during period                        (48,303)      16,081        (32,222)

       Less reclassification adjustment for gains
         (losses) realized in net income               23,033       (8,167)        14,866
                                                     --------       ------        -------
            Net unrealized gains (losses)
              on securities                           (71,336)      24,248        (47,088)

     Minimum benefit liability                         (1,074)          --         (1,074)
                                                     --------       ------        -------

            Total other comprehensive
              (loss) income                          $(73,953)      24,248        (49,705)
                                                     ========       ======        =======
</TABLE>

     The following schedule reflects the change in net accumulated
     other comprehensive (loss) income for the periods ending
     December 31, 1998 and 1997 (in thousands):

<TABLE>
<CAPTION>
                                                      BALANCE      CURRENT     BALANCE
                                                       AS OF        PERIOD      AS OF
                                                      12/31/97      CHANGE     12/31/98
                                                      --------     -------     --------
<S>                                                   <C>          <C>         <C>
     Foreign currency translation adjustments         $(19,481)    (13,397)    (32,878)
     Unrealized gains (losses) on securities           128,744     (40,242)     88,502
     Minimum benefit liability                          (2,380)       (335)     (2,715)
                                                      --------     -------     -------

            Total accumulated other comprehensive
              (loss) income                           $106,883     (53,974)     52,909
                                                      ========     =======      ======
</TABLE>


                                                            (Continued)

                                 31
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                      BALANCE      CURRENT     BALANCE
                                                       AS OF       PERIOD       AS OF
                                                     12/31/96      CHANGE     12/31/97
                                                     --------      ------     --------
<S>                                                  <C>           <C>        <C>
     Foreign currency translation adjustments        $(15,810)     (3,671)    (19,481)
     Unrealized gains on securities                    50,367      78,377     128,744
     Minimum benefit liability                         (3,257)        877      (2,380)
                                                     --------      ------     -------

            Total accumulated other comprehensive
              income                                 $ 31,300      75,583     106,883
                                                     ========      ======     =======
</TABLE>

(10) REGULATORY MATTERS

     The Company, as well as its insurance subsidiaries, are subject
     to financial statement filing requirements in their respective
     states of domicile, as well as the states in which they transact
     business. Such financial statements, generally referred to as
     statutory financial statements, are prepared on a basis of
     accounting which varies in some respects from GAAP.  Statutory
     accounting practices include: (1) charging of policy acquisition
     costs to income as incurred; (2) establishment of a liability
     for future policy benefits computed using required valuation
     standards; (3) nonprovision of deferred federal income taxes
     resulting from temporary differences between financial reporting
     and tax bases of assets and liabilities; (4) recognition of
     statutory liabilities for asset impairments and yield
     stabilization on fixed maturity dispositions prior to maturity
     with asset valuation reserves based on statutorily determined
     formulas; and (5) valuation of investments in bonds at amortized
     cost.

     Combined net income and policyholders' surplus of the Company
     and its insurance subsidiaries, for the years ended and at
     December 31, 1998, 1997, and 1996, as determined in accordance
     with statutory accounting practices, are as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                   1998         1997        1996
                                                ----------     -------     -------
<S>                                             <C>            <C>         <C>
     Net income                                 $   60,793      39,737      18,464
     Policyholders' surplus                      1,147,411     844,110     636,260
                                                ==========     =======     =======
</TABLE>

     Under Risk-Based Capital (RBC) requirements, the Company and its
     insurance subsidiaries are required to measure their solvency
     against certain parameters. As of December 31, 1998, the Company
     and its insurance subsidiaries exceeded the established RBC
     minimums. In addition, the Company and its insurance
     subsidiaries exceeded the minimum statutory capital and surplus
     requirements of their respective states of domicile.

     The Company's life insurance subsidiaries are subject to
     limitations on the payment of dividends to the Company.
     Generally, dividends during any year may not be paid without
     prior regulatory approval, in excess of the lessor of (and with
     respect to life and health subsidiaries in Missouri, in excess
     of the greater of): (a) ten percent of the insurance
     subsidiaries' statutory surplus as of the preceding December 31
     or (b) the insurance subsidiaries' statutory gain from
     operations for the preceding year.


                                                            (Continued)

                                 32
<PAGE>
<PAGE>

                   GENERAL AMERICAN LIFE INSURANCE COMPANY
                             AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                       December 31, 1998 and 1997


(11) PARTICIPATING POLICIES AND DIVIDENDS TO POLICYHOLDERS

     Over 22.8 percent and 27.5 percent of the Company's business in
     force relates to participating policies as of December 31, 1998
     and 1997, respectively. These participating policies allow the
     policyholders to receive dividends based on actual interest,
     mortality, and expense experience for the related policies.
     These dividends are distributed to the policyholders through an
     annual dividend, using current dividend scales which are
     approved by the Board of Directors.

(12) CONTINGENT LIABILITIES

     The Company was named as a defendant in a lawsuit that was filed
     in 1996 in Arizona State Court.  The lawsuit claimed benefits
     under a disability policy and damages for bad faith termination
     of such benefits.  In November 1998, the jury entered a verdict
     against the Company, awarding the plaintiff approximately $59
     million in damages, including $58 million in punitive damages.
     In January 1999, the Company filed a motion for judgment
     notwithstanding the verdict, a motion for a new trial, and a
     request for reduction of the punitive damages awarded.  The
     Company intends to press vigorously for the Court to eliminate
     the bad faith claim, reduce the punitive damage award, grant a
     new trial, and vigorously appeal the verdict if it is allowed to
     stand.

     The Company was named as defendant in the following purported
     class action lawsuits:  Chain v. General American Life Insurance
     Company (filed in the U.S. District Court for the Northern
     District of Mississippi in 1996); Newburg Trust v. General
     American Life Insurance Company (filed in the U.S. District
     Court for the District of Massachusetts in 1996); and Ludwig,
     Sippil, D'Allesandro and Cunningham v. General American Life
     Insurance Company (filed in the U.S. District Court for the
     Southern District of Illinois in 1997).  These lawsuits allege
     that the Company engaged in deceptive sales practices in
     connection with the sale of certain life insurance policies.
     None of these lawsuits has been certified as a class action.
     Although the claims asserted in each lawsuit are not identical,
     the plaintiffs seek unspecified actual and punitive damages
     under similar claims, including breach of contract, fraud,
     intentional or negligent misrepresentation, breach of fiduciary
     duty, and unjust enrichment.  The Company filed a motion to
     dismiss all of the claims in each of the lawsuits.
     The Court in each of these lawsuits has dismissed certain of the
     plaintiffs' claims while allowing others to proceed.  These
     three cases have been consolidated with one individual case in
     the U.S. District Court for the Eastern District of Missouri.
     The Company intends to oppose these lawsuits vigorously.

     In addition to the matters discussed above, the Company is
     involved in pending and threatened litigation in the normal
     course of its business.  While the outcome of these matters
     cannot be predicted with certainty, at the present time and
     based on information currently available, management does not
     believe that the Company's liability arising from pending or
     threatened litigation will have a material adverse affect on the
     Company's financial condition or results of operations.

(13) SUBSEQUENT EVENTS

     On January 28, 1999, the Board of Directors of GenAmerica
     Corporation authorized the development of a demutualization plan
     for GAMHC to convert from a mutual holding company to a publicly
     traded stock company. The demutualization plan will be subject
     to approval by the Board of Directors, regulators, and
     policyholders.


                                 33
<PAGE>
<PAGE>


PART II
UNDERTAKING TO FILE REPORTS

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

RULE 484 UNDERTAKING

Section 351.355 of the Missouri General and Business Corporation Law, in
brief, allows a corporation to indemnify any person who is a party or is
threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation, against expenses,
including attorneys' fees, judgments, fines, and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation.  When any person was or is a party or is threatened to be
made a party in an action or suit by or in the right of the corporation
to procure a judgment in its favor by reason of the Fact that he is or
was a director, officer, employee, or agent of the corporation,
indemnification may be paid unless such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty
to the corporation.  In the event of such a determination
indemnification is allowed if a court determines that the person is
fairly and reasonably entitled to indemnity.  A corporation has the
power to give any further indemnity to any person who is or was a
director, officer, employee, or agent, provided for in the articles of
incorporation or as authorized by any by-law which has been adopted by
vote of the shareholders, provided that no such indemnity shall
indemnify any person's conduct which was finally adjudged to have been
knowingly fraudulent, deliberately dishonest, or willful misconduct.

In accordance with Missouri law, General American's Board of Directors,
at its meeting on 19 November 1987, and the policyholders of General
American at the annual meeting held on 26 January 1988, adopted the
following resolutions:

        "BE IT RESOLVED THAT

                              II-1

<PAGE>
<PAGE>
        1.  The company shall indemnify any person who is, or was a
        director, officer, or employee of the company, or is or was
        serving at the request of the company as a director, officer,
        employee or agent of another corporation, partnership, joint
        venture, trust or other enterprise, against any and all expenses
        (including attorneys' fees), judgments, fines, and amounts paid in
        settlement, actually and reasonably incurred by him or her in
        connection with any civil, criminal, administrative, or
        investigative action, proceeding, or claim (including an action by
        or in the right of the company), by reason of the fact that he or
        she was serving in such capacity if he or she acted in good faith
        and in a manner he or she reasonably believed to be in or not
        opposed to the best interests of the company; provided that such
        person's conduct is not finally adjudged to have been knowingly
        fraudulent, deliberately dishonest, or willful misconduct.

        2.  The indemnification provided herein shall not be deemed
        exclusive of any other rights to which a director, officer, or
        employee may be entitled under any agreement, vote of
        policyholders or disinterested directors, or otherwise, both as to
        action in his or her official capacity and as to action in another
        capacity which holding such office, and shall continue as to a
        person who has ceased to be a director, officer, or employee and
        shall inure to the benefit of the heirs, executors and
        administrators of such a person."

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                            II-2

<PAGE>
<PAGE>

REPRESENTATIONS PURSUANT TO RULE 6e-3(T)

This filing is made pursuant to Rules 6c-3 and 6e-3(T) under the
Investment Company Act of 1940.

Registrant elects to be governed by Rule 6e-3(T)(b)(13)(i)(A) under the
Investment Company Act of 1940 with respect to the Policies described in
the Prospectuses.

        Registrant makes the following representations:

        (1)  Section 6e-3(T)(b)(13)(iii)(F) has been relied upon.

        (2)  The level of the mortality and expense risk charge is within
        the range of industry practice for comparable flexible premium
        variable life insurance policies, and is reasonable in relation to
        the risks assumed by the Company under the Policies.

        (3)  Registrant has concluded that there is a reasonable
        likelihood that the distribution financing arrangement of the
        Separate Account will benefit the Separate Account and Owners and
        will keep and make available to the Commission on request a
        memorandum setting forth the basis for this representation.

        (4)  The Separate Account will invest only in management
        investment companies which have undertaken to have a board of
        directors or trustees, a majority of whom are not interested
        persons of the company, formulate and approve any plan under Rule
        12b-1 to finance distribution expenses.

The methodology used to support the representation made in paragraph (2)
above is based on an analysis of the mortality and expense risk charges
contained in other flexible premium variable life insurance policies.
Registrant undertakes to keep and make available to the Commission on
request the documents used to support the representation in paragraph
(2) above.








                            II-3

<PAGE>
<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following Papers and
Documents:

        The facing sheet
        Joint and Survivor Variable Universal Life 98 Prospectus,
        consisting of 62 pages
        The undertaking to file reports required by Section 15 (d), 1934
        Act
        The undertaking pursuant to Rule 484, 1933 Act
        Representations pursuant to Rule 6e-3(T), 1940 Act.
        The signatures

1.      The following exhibits (which correspond in number to the numbers
        under paragraph A of the instructions for exhibits to Form N-8B-2):

        (1)  Resolution of the Board of Directors of General
             American authorizing establishment of the
             Separate Account<F1>

        (2)  Not applicable

        (3)  (a)  Principal Underwriting Agreement<F1>

             (b)  Proposed form of Selling Agreement<F1>

             (c)  Commission Schedule<F1>

        (4)  Not applicable

        (5)  Form of Joint and Survivor Variable Universal Life 98
             Policy<F2>

        (6)  (a)  Amended Charter and Articles of Incorporation of
             General American

             (b)  Amended and Restated By-Laws of General American

        (7)  Not applicable

        (8)  (a)  Form of Agreement to Purchase Shares of
                  General American Capital Company<F2>



                            II-4

<PAGE>
<PAGE>

             (b)  Form of Participation Agreement with Variable
                  Insurance Products Fund<F2>

             (c)  Form of Participation Agreement with Variable
                  Insurance Products Fund II<F2>

             (d)  Form of Participation Agreement with J.P. Morgan Series
                  Trust II<F2>

             (e)  Form of Participation Agreement with VanEck
                  Worldwide Insurance Trust<F2>

             (f)  Form of Participation greement with American
                  Century Variable Portfolios<F2>

        (9)  Not applicable

       (10)  (a)  Form of Application 2

2.      Memorandum describing General American's issuance,
        transfer, and redemption procedures for the Policies and
        General American's procedure for conversion to a fixed
        benefit policy.

3.      The following exhibits are numbered to correspond to the numbers
        in the instructions as to exhibits for Form S-6

             (1)  See above

             (2)  Opinion of Matthew P. McCauley, Associate General
                  Counsel of General American

             (3)  No financial statements will be omitted from the
                  Prospectuses pursuant to prospectus instructions 1(b)
                  or (c)

             (4)  Not applicable

             (5)  Not applicable






                            II-5

<PAGE>
<PAGE>

[FN]
_____________________

        <F1> Incorporated by reference to the initial Registration
Statement and File No. 33-48550.

        <F2> Incorporated by reference to Pre-Effective Amendment No. 1
to the Registration Statement, File No. 33-48550.





                            II-6

                              <PAGE>
<PAGE>

                           SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, General
American Life Insurance Company and General American Separate Account
Eleven represent that this Post-Effective Amendment meets all the
requirements for effectiveness under Rule 485(b) of that Act and have
duly caused this amended Registration Statement to be signed on their
behalf by the undersigned thereunto duly authorized, and the seal of
General American Life Insurance Company to be hereunto affixed and
attested, all in the City of St. Louis, State of Missouri, on the 22nd
day of April 1999.

                                       GENERAL AMERICAN SEPARATE ACCOUNT
                                       ELEVEN (Registrant)

(Seal)                                 BY: GENERAL AMERICAN LIFE
                                       INSURANCE COMPANY (for Registrant
                                       and as Depositor)


Attest: /s/ Robert J. Banstetter, Sr.  By: /s/ Richard A. Liddy
       ------------------------------     ------------------------------
       Robert J. Banstetter, Sr.           Richard A. Liddy
       Secretary                           President
                                           General American Life
                                            Insurance Company


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

Signature                                 Title                   Date
- ---------                                 -----                   ----

/s/ Richard A. Liddy
- -------------------------------     Chairman, President          4/22/99
Richard A. Liddy                    (Principal Executive
                                    Officer)

/s/ David L. Herzog
- -------------------------------     Vice President               4/22/99
David L. Herzog                     Principal Financial
                                    Officer


- -------------------------------
August A. Busch, III<F*>            Director

                                    II-7

<PAGE>
<PAGE>

Signature                                 Title                   Date
- ---------                                 -----                   ----


- -------------------------------
William E. Cornelius<F*>            Director


- -------------------------------
John C. Danforth<F*>                Director


- -------------------------------
Bernard A. Edison<F*>               Director


/s/ Richard A. Liddy
- -------------------------------
Richard A. Liddy                    Director                     4/22/99


- -------------------------------
William E. Maritz<F*>               Director


- -------------------------------
Craig D. Schnuck<F*>                Director


- -------------------------------
William P. Stiritz<F*>              Director


- -------------------------------
Andrew C. Taylor<F*>                Director


- -------------------------------
H. Edwin Trusheim<F*>               Director


- -------------------------------
Robert L. Virgil, Jr.<F*>           Director


- -------------------------------
Virginia V. Weldon<F*>              Director


- -------------------------------
Ted C. Wetterau<F*>                 Director


By  /s/ Matthew P. McCauley                                      4/22/99
    -----------------------------
    Matthew P. McCauley

[FN]
<F*> Original powers of attorney authorizing Matthew P. McCauley to sign
this Registration Statement and Amendments thereto on behalf of the
Board of Directors of General American Life Insurance Company are on
file with the Securities and Exchange Commission.

                            II-8




The Board of Directors
General American Life Insurance Company

                                       Re: Joint and Survival Variable
                                           Universal Life 98

We consent to the use of our reports included herein and to the
reference to our firm under the heading "Experts" in the Registration
Statement and Prospectus for General American Separate Account Eleven.




                                        KPMG LLP

St. Louis, Missouri
April 22, 1999


<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                   Sep. Acct. 11 - S&P 500 Index
<NUMBER>                                             1
<MULTIPLIER>                                      1000
       
<S>                       <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           34,112
<INVESTMENTS-AT-VALUE>                          42,444
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  42,444
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           26
<TOTAL-LIABILITIES>                                 26
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              841
<SHARES-COMMON-PRIOR>                              522
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    42,418
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (246)
<NET-INVESTMENT-INCOME>                           (246)
<REALIZED-GAINS-CURRENT>                         3,143
<APPREC-INCREASE-CURRENT>                        4,823
<NET-CHANGE-FROM-OPS>                            7,720
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          21,839
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                    Sep. Acct. 11 - Money Market
<NUMBER>                                             2
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            6,812
<INVESTMENTS-AT-VALUE>                           6,628
<RECEIVABLES>                                      108
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   6,736
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
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<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              344
<SHARES-COMMON-PRIOR>                              472
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     6,736
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (46)
<NET-INVESTMENT-INCOME>                            (46)
<REALIZED-GAINS-CURRENT>                           436
<APPREC-INCREASE-CURRENT>                         (111)
<NET-CHANGE-FROM-OPS>                              279
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          (2,581)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
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<PER-SHARE-DISTRIBUTIONS>                            0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                      Sep. Acct. 11 - Bond Index
<NUMBER>                                             3
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            5,033
<INVESTMENTS-AT-VALUE>                           5,112
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   5,112
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            5
<TOTAL-LIABILITIES>                                  5
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              203
<SHARES-COMMON-PRIOR>                              149
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     5,107
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (33)
<NET-INVESTMENT-INCOME>                            (33)
<REALIZED-GAINS-CURRENT>                           271
<APPREC-INCREASE-CURRENT>                           64
<NET-CHANGE-FROM-OPS>                              302
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OF-GAINS>                             0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,659
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
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<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                  Sep. Acct. 11 - Managed Equity
<NUMBER>                                             4
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            5,088
<INVESTMENTS-AT-VALUE>                           5,525
<RECEIVABLES>                                        1
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   5,526
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              155
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<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     5,526
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (40)
<NET-INVESTMENT-INCOME>                            (40)
<REALIZED-GAINS-CURRENT>                           701
<APPREC-INCREASE-CURRENT>                          (49)
<NET-CHANGE-FROM-OPS>                              612
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,291
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                Sep. Acct. 11 - Asset Allocation
<NUMBER>                                             5
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           10,932
<INVESTMENTS-AT-VALUE>                          13,269
<RECEIVABLES>                                      164
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  13,433
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              353
<SHARES-COMMON-PRIOR>                              329
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    13,433
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (97)
<NET-INVESTMENT-INCOME>                            (97)
<REALIZED-GAINS-CURRENT>                         1,377
<APPREC-INCREASE-CURRENT>                          574
<NET-CHANGE-FROM-OPS>                            1,854
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           2,957
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>            Sep. Acct. 11 - International Equity
<NUMBER>                                             6
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            8,626
<INVESTMENTS-AT-VALUE>                           9,923
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   9,923
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            7
<TOTAL-LIABILITIES>                                646
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              499
<SHARES-COMMON-PRIOR>                              474
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     9,917
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (75)
<NET-INVESTMENT-INCOME>                            (75)
<REALIZED-GAINS-CURRENT>                           342
<APPREC-INCREASE-CURRENT>                        1,228
<NET-CHANGE-FROM-OPS>                            1,495
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-SOLD>                              0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           2,053
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
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<PER-SHARE-NAV-BEGIN>                                0
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<PER-SHARE-DISTRIBUTIONS>                            0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                  Sep. Acct. 11 - Mid-Cap Equity
<NUMBER>                                             7
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            6,989
<INVESTMENTS-AT-VALUE>                           7,378
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   7,378
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              339
<SHARES-COMMON-PRIOR>                              282
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     7,378
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (55)
<NET-INVESTMENT-INCOME>                            (55)
<REALIZED-GAINS-CURRENT>                           402
<APPREC-INCREASE-CURRENT>                         (580)
<NET-CHANGE-FROM-OPS>                             (233)
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,143
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
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<PER-SHARE-DISTRIBUTIONS>                            0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                Sep. Acct. 11 - Small-Cap Equity
<NUMBER>                                             8
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            2,781
<INVESTMENTS-AT-VALUE>                           2,367
<RECEIVABLES>                                        8
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   2,375
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               54
<SHARES-COMMON-PRIOR>                               24
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     2,375
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (15)
<NET-INVESTMENT-INCOME>                            (15)
<REALIZED-GAINS-CURRENT>                            46
<APPREC-INCREASE-CURRENT>                         (281)
<NET-CHANGE-FROM-OPS>                             (250)
<EQUALIZATION>                                       0
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<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,230
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
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<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
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<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                   Sep. Acct. 11 - Equity Income
<NUMBER>                                             9
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           17,860
<INVESTMENTS-AT-VALUE>                          20,892
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  20,892
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           62
<TOTAL-LIABILITIES>                                 62
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              822
<SHARES-COMMON-PRIOR>                              700
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    20,830
<DIVIDEND-INCOME>                                  247
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (165)
<NET-INVESTMENT-INCOME>                             82
<REALIZED-GAINS-CURRENT>                         2,233
<APPREC-INCREASE-CURRENT>                         (299)
<NET-CHANGE-FROM-OPS>                            2,016
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           3,834
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                          Sep. Acct. 11 - Growth
<NUMBER>                                            10
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                           25,128
<INVESTMENTS-AT-VALUE>                          35,313
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  35,313
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           34
<TOTAL-LIABILITIES>                                 34
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              787
<SHARES-COMMON-PRIOR>                              599
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    35,279
<DIVIDEND-INCOME>                                  117
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                    (228)
<NET-INVESTMENT-INCOME>                           (111)
<REALIZED-GAINS-CURRENT>                         4,073
<APPREC-INCREASE-CURRENT>                        5,457
<NET-CHANGE-FROM-OPS>                            9,419
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          13,051
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                        Sep. Acct. 11 - Overseas
<NUMBER>                                            11
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            9,074
<INVESTMENTS-AT-VALUE>                           9,972
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   9,972
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              497
<SHARES-COMMON-PRIOR>                              426
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     9,972
<DIVIDEND-INCOME>                                  163
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (75)
<NET-INVESTMENT-INCOME>                             88
<REALIZED-GAINS-CURRENT>                           687
<APPREC-INCREASE-CURRENT>                          196
<NET-CHANGE-FROM-OPS>                              971
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           1,801
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                   Sep. Acct. 11 - Asset Manager
<NUMBER>                                            12
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            1,142
<INVESTMENTS-AT-VALUE>                           1,235
<RECEIVABLES>                                        2
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   1,237
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               68
<SHARES-COMMON-PRIOR>                               32
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     1,237
<DIVIDEND-INCOME>                                   21
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      (8)
<NET-INVESTMENT-INCOME>                             13
<REALIZED-GAINS-CURRENT>                            75
<APPREC-INCREASE-CURRENT>                           39
<NET-CHANGE-FROM-OPS>                              127
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             659
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                     Sep. Acct. 11 - High Income
<NUMBER>                                            13
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            3,187
<INVESTMENTS-AT-VALUE>                           2,988
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   2,988
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            1
<TOTAL-LIABILITIES>                                  1
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              259
<SHARES-COMMON-PRIOR>                              160
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     2,987
<DIVIDEND-INCOME>                                  163
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (21)
<NET-INVESTMENT-INCOME>                            142
<REALIZED-GAINS-CURRENT>                           121
<APPREC-INCREASE-CURRENT>                         (420)
<NET-CHANGE-FROM-OPS>                             (157)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             814
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>           Sep. Acct. 11 - Worldwide Hard Assets
<NUMBER>                                            14
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                              336
<INVESTMENTS-AT-VALUE>                             221
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                     221
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                               24
<SHARES-COMMON-PRIOR>                               17
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                       221
<DIVIDEND-INCOME>                                    2
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      (2)
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                            15
<APPREC-INCREASE-CURRENT>                         (105)
<NET-CHANGE-FROM-OPS>                              (90)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                             (49)
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>      Sep. Acct. 11 - Worldwide Emerging Markets
<NUMBER>                                            15
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                2
<INVESTMENTS-AT-VALUE>                               2
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       2
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         2
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               2
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>              Sep. Acct. 11 - Multi-Style Equity
<NUMBER>                                            16
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            9,897
<INVESTMENTS-AT-VALUE>                          11,402
<RECEIVABLES>                                      314
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  11,716
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              712
<SHARES-COMMON-PRIOR>                              199
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                    11,716
<DIVIDEND-INCOME>                                   34
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (40)
<NET-INVESTMENT-INCOME>                              6
<REALIZED-GAINS-CURRENT>                           139
<APPREC-INCREASE-CURRENT>                        1,503
<NET-CHANGE-FROM-OPS>                            1,636
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           9,176
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                       Sep. Acct. 11 - Core Bond
<NUMBER>                                            17
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            6,337
<INVESTMENTS-AT-VALUE>                           6,437
<RECEIVABLES>                                      221
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   6,658
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              603
<SHARES-COMMON-PRIOR>                              110
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     6,658
<DIVIDEND-INCOME>                                  157
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (24)
<NET-INVESTMENT-INCOME>                            133
<REALIZED-GAINS-CURRENT>                            36
<APPREC-INCREASE-CURRENT>                           72
<NET-CHANGE-FROM-OPS>                              241
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           5,503
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>               Sep. Acct. 11 - Aggressive Equity
<NUMBER>                                            18
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            3,993
<INVESTMENTS-AT-VALUE>                           3,971
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   3,971
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           14
<TOTAL-LIABILITIES>                                 14
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              313
<SHARES-COMMON-PRIOR>                              100
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     3,957
<DIVIDEND-INCOME>                                    3
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (15)
<NET-INVESTMENT-INCOME>                            (12)
<REALIZED-GAINS-CURRENT>                            42
<APPREC-INCREASE-CURRENT>                          (46)
<NET-CHANGE-FROM-OPS>                              (16)
<EQUALIZATION>                                       0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           2,612
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<OVERDIST-NET-GAINS-PRIOR>                           0
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<GROSS-EXPENSE>                                      0
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<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                          Sep. Acct. 11 - Non-US
<NUMBER>                                            19
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                            3,256
<INVESTMENTS-AT-VALUE>                           3,417
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   3,417
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            5
<TOTAL-LIABILITIES>                                  5
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                              308
<SHARES-COMMON-PRIOR>                               78
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     3,412
<DIVIDEND-INCOME>                                   18
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     (13)
<NET-INVESTMENT-INCOME>                              5
<REALIZED-GAINS-CURRENT>                           (13)
<APPREC-INCREASE-CURRENT>                          218
<NET-CHANGE-FROM-OPS>                              210
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
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<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           2,628
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<GROSS-EXPENSE>                                      0
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<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
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<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                 Sep. Acct. 11 - Income & Growth
<NUMBER>                                            20
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                7
<INVESTMENTS-AT-VALUE>                               7
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       4
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                1
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         7
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            1
<NET-CHANGE-FROM-OPS>                                1
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               7
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
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<PER-SHARE-NAV-BEGIN>                                0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                   Sep. Acct. 11 - International
<NUMBER>                                            21
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                1
<INVESTMENTS-AT-VALUE>                               1
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       1
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
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<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         1
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
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<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
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<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               1
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
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<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                           Sep. Acct. 11 - Value
<NUMBER>                                            22
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                3
<INVESTMENTS-AT-VALUE>                               3
<RECEIVABLES>                                        1
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       4
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         4
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               4
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>                  Sep. Acct. 11 - Bond Portfolio
<NUMBER>                                            23
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                3
<INVESTMENTS-AT-VALUE>                               3
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       3
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         3
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               3
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
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<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                                0
<PER-SHARE-NII>                                      0
<PER-SHARE-GAIN-APPREC>                              0
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                            6
<SERIES>
<NAME>         Sep. Acct. 11 - Small Company Portfolio
<NUMBER>                                            24
<MULTIPLIER>                                      1000
       
<S>                        <C>
<PERIOD-START>                             JAN-01-1998
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               DEC-31-1998
<INVESTMENTS-AT-COST>                                3
<INVESTMENTS-AT-VALUE>                               3
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                       3
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                         3
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       0
<NET-INVESTMENT-INCOME>                              0
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                                0
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                               3
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
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<GROSS-EXPENSE>                                      0
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<PER-SHARE-NAV-END>                                  0
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0

        

</TABLE>


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