GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT, 485BPOS, 1997-04-28

GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT
485BPOS, 1997-04-28

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<PAGE>

As filed with the Securities and Exchange Commission on 28 April
1997.

Registration No. 33-54772
811-7164

Securities and Exchange Commission
Washington, DC 20549

FORM N-4

Registration Statement Under the Securities Act of 1933 [ X ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 8 [ X ]

Registration Statement Under the Investment Company Act of 1940

Amendment No. 9 [ X ]

General American Separate Account Twenty-Eight
(Exact Name of Registrant)

General American Life Insurance Company
(Name of Depositor)

700 Market Street
St. Louis, Missouri 63101
(Address of Depositor's Principal Executive Office)

Depositor's Telephone Number: (314) 231-1700

<PAGE>

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

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Ave., NW
Washington, DC 20004-2404

"i"
<PAGE>

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

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

[ X ] 1 May 1997 pursuant to paragraph (b) of Rule 485

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

[ ] on (date), 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

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 31 December 1996 on 28 February
1997.

"ii"

<PAGE>

Cross Reference Sheet
Pursuant to Rule 481
Showing Location in Part A (Prospectus) and Part B
(Statement of Additional Information) of Registration Statement
of Information Required by Form N-4

PART A
<TABLE>
<CAPTION>
Item of Form N-4 Prospectus Caption

<S> <C>
1. Cover Page. . . . . . . . . . . Cover Page
2. Definitions . . . . . . . . . . Definitions
3. Synopsis. . . . . . . . . . . . Questions and Answers
About the Contract
4. Condensed Financial
Information . . . . . . . . . . Financial Statements
5. General Description of
(a) Depositor. . . . . . . . . General American
(b) Registrant . . . . . . . . The Separate Accounts
(c) Portfolio Company. . . . . GT Global Variable
Investment Trust and
GT Global Variable
Investment Series
(d) Fund Prospectus. . . . . . GT Global Variable
Investment Trust and
GT Global Variable
Investment Series
(e) Voting Rights. . . . . . . Voting Rights
(f) Administrators . . . . . . N/A
6. Deductions and Expenses
(a) General. . . . . . . . . . Charges and Deductions
(b) Sales Load % . . . . . . . Surrender Charge
(c) Special Purchase
Plan . . . . . . . . . . . N/A
(d) Commissions. . . . . . . . Principal Underwriter
(e) Expenses -
Registrant . . . . . . . . Administrative Charges;
Mortality and Expense
Assurance Charge
(f) Fund Expenses. . . . . . . Advisory Fees and Other
Expenses of the Funds
and Trusts
(g) Organizational
Expenses . . . . . . . . . N/A
7. Contracts
(a) Persons with
Rights . . . . . . . . . . Summary; The Contracts;
Distributions Under the
Contracts; Voting Rights

</TABLE>
"iii"

<PAGE>

(b) (i) Allocation of
Purchase
Payments . . . . . . Allocation of Net
Purchase Payments
(ii) Transfers. . . . . . Transfer Privilege
(iii) Exchanges. . . . . . N/A
(c) Changes. . . . . . . . . . Additions, Deletions or
Substitutions of
Investments
8. Annuity Period. . . . . . . . . Annuity Provisions;
Annuity Date; Annuity
Options
9. Death Benefit . . . . . . . . . Death Benefits
10. Purchases and Contract Value
(a) Purchases. . . . . . . . . Contract Application and
Purchase Payments
(b) Valuation. . . . . . . . . Value of Accumulation
Units
(c) Daily Calculation. . . . . Value of Accumulation
Units
(d) Underwriter. . . . . . . . Principal Underwriter
11. Redemptions
(a) - By Owners. . . . . . . . Surrender Charge; Cash
Withdrawals; Systematic
Withdrawal Plan
- By Annuitant . . . . . . Annuity Options
(b) Texas Optional Retirement
Program. . . . . . . . . . N/A
(c) Check Delay. . . . . . . . Deferment of Payment
(d) Lapse. . . . . . . . . . . Account Continuation
(e) Free Look. . . . . . . . . Can the Contract be
Canceled After It Is
Delivered?; Right to
Examine
12. Taxes . . . . . . . . . . . . . Federal Tax Matters
13. Legal Proceedings . . . . . . . Part B: Legal
Proceedings
14. Table of Contents for the
Statement of Additional
Information . . . . . . . . . . Statement of Additional
Information

"iv"

<PAGE>

<TABLE>
<CAPTION>
PART B

Item of Form N-4 Part B Caption
<S> <C>
15. Cover Page. . . . . . . . . . . Cover Page
16. Table of Contents . . . . . . . Table of Contents
17. General Information Part A: General American
and History . . . . . . . . . . Life Insurance Company
and The Separate Account
18. Services
(a) Fees and Expenses of
Registrant . . . . . . . . N/A
(b) Management Contracts . . . N/A
(c) Custodian. . . . . . . . . N/A
Independent Public
Accountant . . . . . . . Financial Statements
(d) Assets of
Registrant . . . . . . . . Safekeeping of Account
Assets
(e) Affiliated Persons . . . . N/A
(f) Principal
Underwriter. . . . . . . . Distribution of the Contracts
19. Purchase of Securities
Being Offered . . . . . . . . . Distribution of the
Contracts
20. Underwriters . . . . . . . . . Distribution of the
Contracts
21. Money Market Yield. . . . . . . Money Market Yield
22. Annuity Payments. . . . . . . . Computation of Variable
Annuity Income Payments
23. Financial Statements. . . . . . Financial Statements
</TABLE>

<TABLE>
<CAPTION>
PART C - OTHER INFORMATION

Item of Form N-4

<S> <C>
24. Financial Statements and
Exhibits. . . . . . . . . . . . Financial Statements and
Exhibits
(a) Financial Statements. . . . (a) Financial Statements
(b) Exhibits. . . . . . . . . . (b) Exhibits
25. Directors and Officers
of the Depositor. . . . . . . . Directors and officers
of the Depositor
26. Persons Controlled by
or Under Common Control
with the Depositor or
Registrant. . . . . . . . . . . Persons Controlled by or In Common
Control with the Depositor
Registrant
</TABLE>

"v"

<PAGE>

27. Number of Contract
Owners. . . . . . . . . . . . . Number of Contract Owners
28. Indemnification . . . . . . . . Indemnification
29. Principal Underwriters. . . . . Principal Underwriters
30. Location of Accounts
and Records . . . . . . . . . . Location of Accounts and
Records
31. Management Services . . . . . . Management Services
32. Undertakings. . . . . . . . . . Undertakings
Signature Pages . . . . . . . . Signatures

"vi"

<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNTS
TWENTY-EIGHT & TWENTY-NINE

PROSPECTUS
FOR THE
INDIVIDUAL VARIABLE ANNUITY CONTRACT
OFFERED BY
GENERAL AMERICAN LIFE INSURANCE COMPANY
(A MISSOURI COMPANY)
700 MARKET STREET
ST. LOUIS, MISSOURI 63101
1-800-237-6580

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

This Prospectus describes individual variable annuity contracts offered by
General American Life Insurance Company ("General American"). These contracts,
collectively referred to as the "Contract" or the "Contracts" in this
Prospectus, are designed to aid individuals in long-term financial planning and
provide for the accumulation of capital on a tax-deferred basis for retirement
or other long-term purposes. The Contracts may be purchased with a single
minimum Initial Purchase Payment of $2,000.

Prior to the Annuity Date, the Contract Owner may direct that Purchase Payments
accumulate on a completely variable basis, a completely fixed basis, or a
combination variable and fixed basis. The Contract Owner has significant
flexibility in determining the frequency and amount of each Purchase Payment.
The Contract Owner may elect to receive Annuity Payments on a variable basis,
fixed basis, or a combination of both. The Contract Owner also has significant
flexibility in determining the Annuity Date on which Annuity Payments are
scheduled to commence. Full surrenders or partial withdrawals may be made at any
time prior to the Annuity Date, although in many circumstances they may be
subject to a surrender charge and a Federal penalty tax. Any amount surrendered
or withdrawn will be paid in a lump sum, or upon annuitization, the Contract
will be paid out under one of the available Annuity Options. The Contracts
provide the flexibility necessary to permit a Contract Owner to devise an
annuity that best fits his or her needs.

Purchase Payments may be allocated all or in part to General American Separate
Accounts Twenty-Eight and Twenty-Nine. Assets of the Separate Accounts are
invested in Divisions which invest in Funds of GT Global Variable Investment
Funds. A list of the Funds can be found in the accompanying Prospectus for the
GT Global Variable Investment Funds. In most states, the Contract Owner may also
allocate all or part of the Purchase Payments to the Fixed Account of General
American which provides a guaranteed rate of return for a specified period.

This Prospectus sets forth the information that a prospective investor should
know before investing. A Statement of Additional Information about the Contracts
and the Divisions is available free if you write General American at the address
above or by calling (800) 237-6580. The Statement of Additional Information,
which has the same date as this Prospectus, has been filed with the Securities
and Exchange Commission and as amended or supplemented from time to time, is
incorporated herein by reference. The table of contents of the Statement of
Additional Information can be found at the end of this Prospectus.

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

This Prospectus Must Be Accompanied By A Current Prospectus For the
GT Global Variable Investment Funds.

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, 1997.

The Contract is available in all states except New York. Certain investment
options
may not be available in all States.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE 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.

Prospectus Page 1
<PAGE>

TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
Page
---------
<S> <C>
DEFINITIONS............................................................................... 4
SUMMARY OF CONTRACT FEES AND EXPENSES..................................................... 6
HISTORICAL CHARTS OF UNITS AND UNIT VALUES................................................ 8
QUESTIONS AND ANSWERS ABOUT THE CONTRACT.................................................. 9
GENERAL AMERICAN LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNTS......................... 11
General American........................................................................ 11
The Separate Accounts................................................................... 11
GT GLOBAL VARIABLE INVESTMENT FUNDS....................................................... 12
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS...................................... 12
THE CONTRACTS............................................................................. 13
Right to Examine........................................................................ 13
Contract Application and Purchase Payments.............................................. 13
Place, Amount and Frequency........................................................... 13
Account Continuation.................................................................. 14
Allocation of Net Purchase Payments................................................... 14
VARIABLE ACCOUNT.......................................................................... 15
Accumulation Units...................................................................... 15
Value of Accumulation Units............................................................. 15
Net Investment Factor................................................................... 15
GUARANTEED INTEREST OPTIONS............................................................... 16
Guarantee Periods....................................................................... 16
Guaranteed Interest Rates............................................................... 16
TRANSFER PRIVILEGE........................................................................ 17
DOLLAR COST AVERAGING..................................................................... 17
PERSONAL PORTFOLIO REBALANCING............................................................ 18
INTEREST SWEEP............................................................................ 18
CONTRACT OWNER INQUIRIES.................................................................. 18
CHARGES AND DEDUCTIONS.................................................................... 19
Administrative Charges.................................................................. 19
Annual Contract Fee................................................................... 19
Transfer Fee.......................................................................... 19
Special Handling Fees................................................................. 19
Surrender Charge........................................................................ 20
Mortality and Expense Risk Charge....................................................... 21
Premium Tax............................................................................. 21
Other Taxes............................................................................. 22
Fees and Expenses of the Funds.......................................................... 22
YIELDS AND TOTAL RETURNS.................................................................. 22
DISTRIBUTIONS UNDER THE CONTRACT.......................................................... 24
Cash Withdrawals........................................................................ 24
Systematic Withdrawal Plan.............................................................. 25
Interest Change Adjustment.............................................................. 25
Annuity Provisions...................................................................... 26
Annuity Date............................................................................ 26
</TABLE>

Prospectus Page 2
<PAGE>

<TABLE>
<CAPTION>
Page
---------
<S> <C>
Annuity Options......................................................................... 26
Election of Annuity Options........................................................... 26
The Options Available................................................................. 26
Calculation of Payments............................................................... 27
Value of Variable Annuity Payments.................................................... 27
Deferment of Payment.................................................................... 27
The Beneficiary......................................................................... 27
Death Benefits.......................................................................... 28
Death of a Contract Owner who is the Annuitant........................................ 28
Death of a Contract Owner who is not the Annuitant.................................... 28
Death of the Annuitant who is not a Contract Owner.................................... 28
Other Provisions...................................................................... 28
Amount of Death Benefit................................................................. 28
Death Benefit Reset Amount.............................................................. 29
Assignments and Changes of Ownership.................................................... 29
FEDERAL TAX MATTERS....................................................................... 30
Introduction............................................................................ 30
Taxation of General American............................................................ 30
Tax Status of the Contracts............................................................. 30
Diversification....................................................................... 30
Investor Control...................................................................... 30
Required Distributions................................................................ 31
Taxation of Annuities................................................................... 31
In General............................................................................ 31
Withdrawals and Surrenders............................................................ 31
Annuity Payments...................................................................... 32
Penalty Tax........................................................................... 32
Taxation of Death Benefit Proceeds.................................................... 32
Transfers, Assignments or Exchanges of the Contract................................... 32
Multiple Contracts.................................................................... 33
Withholding........................................................................... 33
Possible Changes in Taxation.......................................................... 33
Other Tax Consequences................................................................ 33
Qualified Contracts................................................................... 33
Individual Retirement Annuities and Accounts............................................ 33
Code Section 403(b) Plans............................................................... 34
Corporate Pension and Profit-Sharing Plans and H.R. 10 Plans............................ 34
Deferred Compensation Plans............................................................. 34
Restrictions under Qualified Contracts.................................................. 34
VOTING RIGHTS............................................................................. 35
PRINCIPAL UNDERWRITER..................................................................... 36
FINANCIAL STATEMENTS...................................................................... 36
STATEMENT OF ADDITIONAL INFORMATION....................................................... 37
APPENDIX A -- Surrender Charge Calculations............................................... 38
APPENDIX B -- Interest Change Adjustment Calculations..................................... 39
</TABLE>

Prospectus Page 3
<PAGE>

DEFINITIONS

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

ACCUMULATED VALUE -- The value under the Contract prior to the Annuity Date of
all Net Purchase Payments, plus all interest credits or all gains and losses,
less any past charges deducted or amounts previously withdrawn.

ACCUMULATION UNIT -- An accounting unit of measure used to determine the value
of a Division prior to the Annuity Date.

ANNUITANT -- The individual upon whose life Annuity Payments are based and who
may receive payments from the Contract under an Annuity Option.

ANNUITY DATE -- The date on which Annuity Payments begin.

ANNUITY OPTION -- One of several ways in which Annuity Payments may be made.

ANNUITY PAYMENT -- One of a series of payments made under an Annuity Option.

ANNUITY SERVICE OFFICE -- The service office of the Company is General American,
GT Global Department, P.O. Box 66821, St. Louis, Missouri 63166-6821.

ANNUITY UNIT -- An accounting unit of measure used to calculate variable Annuity
Payments.

BENEFICIARY -- The person or legal entity that may receive any benefits due
under the Contract in the event of the Annuitant's or Contract Owner's death.

BUSINESS DAY -- A day on which both General American and the New York Stock
Exchange ("NYSE") are open for business. The following days are not business
days for General American: New Year's Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Friday after Thanksgiving, and Christmas Day.

CODE -- The Internal Revenue Code of 1986, as amended.

CONTRACT -- The document for each Contract Owner which evidences the coverage of
the Contract Owner. The Contract, its riders, endorsements, and amendments, if
any, and the Contract Application, a copy of which is attached to and made a
part hereof, are the entire Contract.

CONTRACT APPLICATION -- The document signed by the Contract Owner that evidences
the Contract Owner's application for the Contract.

CONTRACT OWNER ("YOU", "YOUR") -- The person, persons or entity entitled to
exercise all rights and privileges or ownership as stated in the Contract and in
whose name the Contract is issued.

CONTRACT OWNER'S ACCOUNT -- An account established for each Contract Owner.

CONTRACT YEAR -- A continuous twelve month period commencing on the Date of
Issue and each anniversary, thereof.

DATE OF ISSUE -- The date the Initial Purchase Payment is invested in the
Contract.

DIVISION -- A Division of Separate Account Twenty-Eight or Twenty-Nine. Each
Division invests solely in its corresponding GT Global Variable Investment Fund
and takes the name of the Fund in which it invests.

EXPIRATION DATE -- The expiration date of the Guarantee Period of the Fixed
Account. This date will be the day before the date that a Net Purchase Payment
or transfer occurred, plus the number of calendar years in the Guarantee Period.

FIXED ACCOUNT -- An account that consists of all of our assets other than those
in the Separate Accounts or any other of our segregated investment accounts. The
Fixed Account may not be available in all jurisdictions.

FUND (OR FUNDS) -- The separate investment portfolios of GT Global Variable
Investment Funds.

GENERAL AMERICAN ("COMPANY", "WE", "US", "OUR") -- General American Life
Insurance Company, a Missouri company.

GT GLOBAL VARIABLE INVESTMENT FUNDS -- Refers to a portfolio of either G.T.
Global Variable Investment Series or G.T. Global Variable Investment Trust or
the two together.

GUARANTEED INTEREST OPTIONS -- One of several investment options in which
General American guarantees the repayment of the principal amount and payment of
a fixed rate of interest, less charges, for a specified Guarantee Period.
Amounts allocated by Contract Owners to a Guaranteed Interest Option will be
invested in General American's Fixed Account.

Prospectus Page 4
<PAGE>

GUARANTEE PERIOD -- A period of time during which a specified rate of return is
promised by the Company under a Guaranteed Interest Option.

INITIAL PURCHASE PAYMENT -- The first payment which the Contract Owner makes.

NET PURCHASE PAYMENT -- A Purchase Payment, less any applicable deduction for
premium or other tax.

NONQUALIFIED CONTRACTS -- Contracts that do not receive favorable tax treatment
under Sections 401, 403, 408, or 457 of the Code. Earnings on these Contracts
currently receive special Federal income tax treatment.

PAYEE -- The Contract Owner, Annuitant, Beneficiary, or any other person, estate
or legal entity to whom benefits are to be paid.

PURCHASE PAYMENT -- Any payment or sum received by the Company from the Contract
Owner.

QUALIFIED CONTRACTS -- Contracts purchased in connection with a retirement plan
that receives favorable tax treatment under Sections 401, 403, 408, or 457 of
the Code.

RIGHT TO EXAMINE PERIOD -- The period during which the Contract can be cancelled
and treated as void from the Date of Issue.

SEPARATE ACCOUNT -- A segregated investment account created by General American.
The Separate Accounts for this Contract are numbers Twenty-Eight and
Twenty-Nine. Each is registered with the Securities and Exchange Commission as a
unit investment trust and meets the definition of a "separate account" under the
Federal securities laws.

VALUATION PERIOD -- A period commencing at the close of business each Business
Day and ending at the close of business of the following Business Day.

WRITTEN NOTICE (OR WRITTEN REQUEST) -- A notice or request in writing signed by
the Contract Owner and received by our Annuity Service Office. Such a request
must be in a format and have content acceptable to General American.

Prospectus Page 5
<PAGE>

SUMMARY OF CONTRACT FEES AND
EXPENSES

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

CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
SALES LOAD imposed on Purchase:........ None
</TABLE>

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE):

Ten percent (10%) of the Accumulated Value may be withdrawn without surrender
charge each Contract Year. Twenty percent (20%) of the Accumulated Value may be
withdrawn without surrender charge if no withdrawals were made in the prior
Contract Year. The annual free withdrawal amount will equal the appropriate
percentage of the Accumulated Value on the date that the first partial
withdrawal is made in the Contract Year. After a Net Purchase Payment has been
held by the Company for six complete years it may be withdrawn free of any
surrender charge. For Net Purchase Payments held by the Company for less than
six complete years, surrender charges are as follows (expressed as a percentage
of Net Purchase Payments withdrawn):

<TABLE>
<CAPTION>
YEARS SINCE RECEIPT OF SURRENDER CHARGE
NET PURCHASE PAYMENT PERCENTAGE
- --------------------------- ---------------------
<S> <C>
0 6%
1 5%
2 4%
3 3%
4 2%
5 1%
6+ 0%
</TABLE>

TRANSFER FEE: The lesser of $25.00 or 2% of the amount transferred. The fee
applies to each transfer in excess of twelve during the Contract Year, excluding
transfers made under the dollar cost averaging, personal portfolio rebalancing
or interest sweep programs.

ANNUAL CONTRACT FEE: The lesser of $30.00 or 2% of Accumulated Value if the
Accumulated Value is less than $20,000. If the Accumulated Value is $20,000 or
greater, or if all assets are invested in the Fixed Account, the contract fee is
waived.

SEPARATE ACCOUNT ANNUAL EXPENSES:

<TABLE>
<S> <C>
Mortality and expense risk charge 1.25%
Administrative expense charge .15%
Other fees and expenses .00%
---------
Total Separate Account annual expenses 1.40%
---------
---------
</TABLE>

COMBINED ANNUAL EXPENSES OF FUNDS
UNDERLYING EACH DIVISION:
(expressed as a percentage of net assets)

<TABLE>
<CAPTION>
INVESTMENT
MANAGEMENT OTHER EXPENSES TOTAL EXPENSES
AND ADMINIS- AFTER REIM- AFTER REIM-
GT GLOBAL TRATION FEES BURSEMENT* BURSEMENT*
- -------------------------- ----------------- --------------- ---------------
<S> <C> <C> <C>
Variable New Pacific Fund 1.00% 0.25% 1.25%
Variable Europe Fund 1.00% 0.25% 1.25%
Variable Latin America
Fund 1.00% 0.25% 1.25%
Variable America Fund 0.75% 0.25% 1.00%
Variable International
Fund 1.00% 0.25% 1.25%
Variable Infrastructure
Fund 1.00% 0.25% 1.25%
Variable Natural Resources
Fund 1.00% 0.25% 1.25%
Variable Emerging Markets
Fund 1.00% 0.25% 1.25%
Variable Telecom-
munications Fund** 1.00% 0.17% 1.17%
Variable Growth & Income
Fund 1.00% 0.25% 1.25%
Variable Strategic Income
Fund 0.75% 0.25% 1.00%
Variable Global Govern-
ment Income Fund 0.75% 0.25% 1.00%
Variable U.S. Govern-
ment Income Fund 0.75% 0.25% 1.00%
Money Market Fund 0.50% 0.25% 0.75%
</TABLE>

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

* Figures in the "Other Expenses After Reimbursement" and "Total Expenses
After Reimbursement" columns are restated from the amounts you would have
incurred in 1996 to reflect the fees and reimbursement or waiver
arrangements for 1997. If there had been no reimbursement of expenses and no
expense reductions during 1996, the actual expenses of each Fund, expressed
as a percentage of net assets, with Investment Management and Administration
Fees stated first, then Other Expenses, followed by Total Expenses, would
have been as follows: Variable New Pacific Fund, 1.00%, 0.40%, 1.40%;
Variable Europe Fund, 1.00%, 0.47%, 1.47%; Variable Latin America Fund,
1.00%, 0.42%, 1.42%; Variable America Fund, 0.75%, 0.26%, 1.01%; Variable
International Fund, 1.00%, 1.49%, 2.49%; Variable Infrastructure Fund,
1.00%, 1.53%, 2.53%; Variable Natural Resources Fund, 1.00%, 0.89%, 1.89%;
Variable Telecommunications Fund, 1.00%, 0.17%, 1.17%**; Variable Emerging
Markets Fund, 1.00%, 0.68%, 1.68%; Variable Growth & Income Fund, 1.00%,
0.30%, 1.30%; Variable Global Government Income Fund, 0.75%, 0.72%, 1.47%;
Variable Strategic Income Fund, 0.75%, 0.39%, 1.14%; Variable U.S.
Government Income Fund, 0.75%, 1.00%, 1.75%; Money Market Fund, 0.50%,
0.35%, 0.85%.

** No reimbursements were paid to the Variable Telecommunications Fund as the
total operating expenses were below the voluntary limit.

Prospectus Page 6
<PAGE>

EXAMPLES
If you surrender your contract at the end of the applicable time period, you
would pay the following aggregate expenses per Division on a $1,000 investment,
assuming 5% annual return and reimbursement of expenses, as described below:

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 87 $ 124 $ 163 $ 303
Variable Europe Division 87 124 163 303
Variable Latin America Division 87 124 163 303
Variable America Division 85 116 151 279
Variable International Division 87 124 163 303
Variable Infrastructure Division 87 124 163 303
Variable Natural Resources
Division 87 124 163 303
Variable Emerging Markets
Division 87 124 163 303
Variable Telecommunications
Division 87 122 159 296
Variable Growth & Income Division 87 124 163 303
Variable Strategic Income
Division 85 116 151 279
Variable Global Government Income
Division 85 116 151 279
Variable U.S. Government Income
Division 85 116 151 279
Money Market Division 82 109 138 254
</TABLE>

If you do not surrender your contract at the end of the applicable time period,
you would pay the following aggregate expenses per Division on the same
investment:

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 27 $ 84 $ 143 $ 303
Variable Europe Division 27 84 143 303
Variable Latin America Division 27 84 143 303
Variable America Division 25 76 131 279
Variable International Division 27 84 143 303
Variable Infrastructure Division 27 84 143 303
Variable Natural Resources
Division 27 84 143 303
Variable Emerging Markets
Division 27 84 143 303
Variable Telecommunications
Division 27 82 139 296
Variable Growth & Income Division 27 84 143 303
Variable Strategic Income
Division 25 76 131 279
Variable Global Government Income
Division 25 76 131 279
Variable U.S. Government Income
Division 25 76 131 279
Money Market Division 22 69 118 254
</TABLE>

If you annuitize at the end of the applicable time period, you would pay the
following aggregate expenses per Division.

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 87 $ 124 $ 143 $ 303
Variable Europe Division 87 124 143 303
Variable Latin America Division 87 124 143 303
Variable America Division 84 116 131 279
Variable International Division 87 124 143 303
Variable Infrastructure Division 87 124 143 303
Variable Natural Resources
Division 87 124 143 303
Variable Emerging Markets
Division 87 124 143 303
Variable Telecommunications
Division 87 122 139 296
Variable Growth & Income Division 87 124 143 303
Variable Strategic Income
Division 84 116 131 279
Variable Global Government Income
Division 84 116 131 279
Variable U.S. Government Income
Division 84 116 131 279
Money Market Division 82 109 118 254
</TABLE>

For the purposes of calculating the values in the above examples, the Company
has translated the administration fees into an annual asset charge of 0.053%,
based on the total annual administrative charges collected in 1996 divided by
the average total assets held under the Contracts offered by this Prospectus.

The purpose of the table above is to help you understand the costs and expenses
that a variable annuity Contract Owner will bear directly or indirectly. Note
that the expense amounts in the examples are aggregate amounts for the Divisions
and the Funds for the number of years indicated. For a more complete description
of the GT Global Variable Investment Funds' fees and expenses, see the Funds'
Prospectus. For all GT Global Variable Investment Funds, the expenses shown
under "Other Expenses After Reimbursement" and "Total Expenses After
Reimbursement" reflect reimbursement by Chancellor LGT Asset Management, Inc.
("the Manager") of certain expenses incurred by each Fund. From time to time,
the Manager in its sole discretion may waive receipt of its fees and voluntarily
assume certain Fund expenses. The Manager currently has undertaken to assume the
expenses (other than taxes, brokerage fees, interest, and extraordinary
expenses) incurred by each Fund, to the extent such expenses exceed the
Investment Management and Administration fees, as set forth above, by more than
0.25%. The examples above are not a representation of past or future expenses,
and the Funds' actual expenses may be higher or lower than those shown. Neither
the table nor the examples reflect any premium tax that may be applicable to a
contract; such taxes currently range from 0% to 3.5%. For a complete description
of Contract costs and expenses, see the section titled "Charges and Deductions,"
in this Prospectus.

Prospectus Page 7
<PAGE>

HISTORICAL CHARTS OF UNITS AND
UNIT VALUES

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

The initial value of an accumulation unit in Separate Account Twenty-Eight and
Separate Account Twenty-Nine was set as $12.00. The charts below show
accumulation unit values and the numbers of units outstanding from inception of
each Division through December 31, 1996. There can be no assurance that the
future investment performance of these Separate Account Divisions will be
comparable to past performance.

CHART 1 -- SEPARATE ACCOUNT TWENTY-EIGHT

<TABLE>
<CAPTION>
ACCUMULATION TOTAL UNITS
UNIT VALUE: ACCUMULATION OUTSTANDING,
BEGINNING OF UNIT VALUE: END OF PERIOD
YEAR PERIOD* END OF PERIOD (IN THOUSANDS)
--------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Money Market
Division 1996 12.87 13.30 1,490
1995 12.40 12.87 1,158
1994 12.15 12.40 1,572
1993 12.00 12.15 303
Variable
Strategic Income
Division 1996 14.56 17.46 1,807
1995 12.36 14.56 1,737
1994 15.11 12.36 1,886
1993 12.00 15.11 1,187
Variable Global
Government
Income Division 1996 13.33 13.95 743
1995 11.66 13.33 893
1994 12.95 11.66 825
1993 12.00 12.95 464
Variable U.S.
Government
Income Division 1996 13.18 13.29 410
1995 11.65 13.18 452
1994 12.61 11.65 205
1993 12.00 12.61 69
</TABLE>

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

* At inception on February 10, 1993.

<TABLE>
<CAPTION>
CHART 2 -- SEPARATE ACCOUNT TWENTY-NINE (CONT.)

<CAPTION>
CHART 2 -- SEPARATE ACCOUNT TWENTY-NINE (CONT.)

ACCUMULATION ACCUMULATION TOTAL UNITS
UNIT VALUE: UNIT VALUE: OUTSTANDING,
BEGINNING OF END OF END OF PERIOD
YEAR PERIOD* PERIOD (IN THOUSANDS)
---- ------------ ------------ --------------
<S> <C> <C> <C> <C>
Variable America Division 1996 19.69 23.02 1,802
1995 15.93 19.69 1,906
1994 13.59 15.93 953
1993 12.00 13.59 117
Variable Growth & Income Division 1996 15.23 17.47 2,080
1995 13.37 15.23 2,002
1994 13.96 13.37 1,908
1993 12.00 13.96 827
Variable Latin America Division 1996 14.06 16.98 1,292
1995 18.79 14.06 1,380
1994 17.46 18.79 1,412
1993 12.00 17.46 463
Variable Telecom-
munications Division 1996 16.79 19.76 3,177
1995 13.77 16.79 3,019
1994 13.03 13.77 2,612
1993 12.00 13.03 605
Variable International Division 1996 10.94 11.70 384
1995 11.22 10.94 314
1994 12.00 11.22 172
Variable Emerging Markets Division 1996 10.88 14.06 1,234
1995 11.93 10.88 809
1994 12.00 11.93 574
Variable Natural Resources Division 1996 14.47 21.57 746
1995 12.00 14.47 86
Variable Infrastructure Division 1996 13.10 16.13 366
1995 12.00 13.10 113
</TABLE>

- ------------------
* At inception on February 10, 1993, except for the Variable
Telecommunications Division, which commenced operations on October 18, 1993;
the Variable International Division which commenced operations on July 12,
1994; the Variable Emerging Markets Division, which commenced operations on
July 6, 1994; and the Variable Natural Resources Division and the Variable
Infrastructure Division, which both commenced operations on January 31,
1995.

Prospectus Page 8
<PAGE>

QUESTIONS AND ANSWERS ABOUT
THE CONTRACT

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

The following section contains brief questions and answers about the Contract.
Reference should be made to the body of this Prospectus for more detailed
information. With respect to the Contract, it should be noted that the
requirements of a Qualified Contract, an endorsement to the Contract, or
limitations or penalties imposed by the Code may impose limits or restrictions
on payments, surrenders, distributions, or benefits, or on other provisions of
the Contracts, and these short questions do not describe any such limitations or
restrictions. (See "Federal Tax Matters")

1. WHAT IS THE PURPOSE OF THE CONTRACT?
The Contract allows you to accumulate funds on a tax-deferred basis and to
receive Annuity Payments when desired, based on the investment experience of the
assets underlying the Contracts. The Contracts are designed for use in
connection with nonqualified and qualified retirement plans.

A Contract may be purchased with proceeds from sources that do not qualify for
special tax treatment. The source of the proceeds affects the way Annuity
Payments are taxed, but not the operation of the Contracts. (See "Federal Tax
Matters")

You can allocate Purchase Payments to the Separate Accounts and the Fixed
Account. The Division of the Separate Accounts will invest in the Funds of GT
Global Variable Investment Funds in accordance with your instructions. Because
Annuity Payments and Accumulated Values depend on the investment experience of
the selected Divisions, you bear the entire investment risk under these
Contracts for amounts allocated to the Divisions of the Separate Accounts.
Purchase Payments may also be allocated, in whole or in part, to the Guaranteed
Interest Options of the Fixed Account.

2. WHAT IS AN ANNUITY AND WHY MAY BENEFITS VARY?
An annuity provides for a series of Annuity Payments beginning on the Annuity
Date. You may select from a number of Annuity Options, including Annuity
Payments for the life of the Annuitant (or the Annuitant and another person, the
"Joint Annuitant") with or without a guaranteed number of Annuity Payments, or
for a designated period. Annuity Payments which are guaranteed throughout the
payment period are referred to in this Prospectus as "Guaranteed Annuity
Payments." Annuity Payments which vary in accordance with the investment
experience of the Divisions selected by you are referred to in this Prospectus
as "variable Annuity Payments."

3. WHAT TYPES OF INVESTMENTS UNDERLIE THE SEPARATE ACCOUNTS?

Currently, the Separate Accounts invest in shares of G.T. Global Variable
Investment Series and G.T. Global Variable Investment Trust (together, "GT
Global Variable Investment Funds"). Both are management investment companies
offering access to investments managed by the Manager. A list of the Funds
currently offered is given in the prospectus for the GT Global Variable
Investment Funds, which must accompany this Prospectus.

4. HOW DO I PURCHASE A CONTRACT?
You may purchase a Contract with a single minimum Initial Purchase Payment of
$2,000. Subsequent Purchase Payments generally may be made at any time prior to
the Annuity Date as long as the Annuitant is living. (See "Contract Application
and Purchase Payments")

5. HOW DO I ALLOCATE NET PURCHASE PAYMENTS?
Net Purchase Payments may be allocated among one or more of the Divisions,
and/or Guaranteed Interest Options in accordance with the allocation percentages
selected by you in your Contract Application. The initial allocations must be in
whole percents totaling 100% and involve amounts of at least $500 per Division
or Guaranteed Interest Option. Allocations for additional Net Purchase Payments
may be changed by sending Written Notice to us. (See "Allocation of Net Purchase
Payments")

Net Purchase Payments or portions of Net Purchase Payments allocated to the
Guaranteed Interest Options will accrue interest at a rate of at least 3%
compounded annually and may also be subject to an interest change adjustment.
(See "Guaranteed Interest Options")

Prospectus Page 9
<PAGE>

6. CAN I TRANSFER AMOUNTS AMONG THE DIVISIONS?
Transfers among the Divisions or to and from the Guaranteed Interest Options can
be made subject to certain limitations. (See "Transfer Privilege")

7. CAN I GET TO MY MONEY IF I NEED IT?
All or part of the Accumulated Value of the Contract may be withdrawn before the
earlier of the Annuitant's death or the Annuity Date. However, amounts withdrawn
may be subject to a surrender charge depending on how long the withdrawn Net
Purchase Payments have been invested in the Contract. In addition, withdrawals
of Accumulated Value from the Fixed Account will, except within 30 days of the
expiration of the Guarantee Period, be subject to an interest change adjustment
and certain surrenders may be subject to a Federal penalty tax. (See
"Distributions under the Contract", "Interest Change Adjustment", and "Federal
Tax Matters")

8. WHAT ARE THE CHARGES AND DEDUCTIONS UNDER THE CONTRACTS?
We deduct a daily charge equal to a percentage of the value of the net assets in
the Divisions for the mortality and expense risks assumed by us and for the cost
of administering these Contracts. The annual rate of this charge is 1.40% (1.25%
for mortality and expense risk and .15% for administrative expenses). In
addition, Contracts with Accumulated Values of less than $20,000 on the Contract
Anniversary may be assessed an annual contract fee equal to the lesser of $30 or
2% of Accumulated Value in Contract Years ending prior to December 31, 1999.
Thereafter, the contract fee may be adjusted annually, subject to limitations.
(See "Administrative Charges")

In order to permit investment of the entire Net Purchase Payment, we currently
do not deduct a sales load at the time of investment. However, a surrender
charge is imposed on certain full or partial withdrawals from the Contracts to
cover expenses relating to the sale of the Contracts, including commissions to
registered representatives and other promotional expenses. The surrender charge,
calculated as a percentage of each Net Purchase Payment, will apply to Net
Purchase Payments for six years from the date each such Net Purchase Payment is
received. The surrender charge ranges from 6% during the first Contract Year
after a Net Purchase Payment is received, to 1% during the sixth year after such
a Net Purchase Payment is received. (See "Surrender Charge") Also, premium tax
may be deducted, if applicable. Certain states impose a premium tax, currently
ranging up to 3.5%. (See "Premium Tax")

9. WHAT ANNUITY OPTIONS ARE AVAILABLE UNDER THE CONTRACTS?
You may receive Annuity Payments on a variable basis or a fixed basis or both.
You also have flexibility in choosing the Annuity Date, subject to current laws.

Four Annuity Options are included in the Contract: (1) Life Annuity; (2) Life
Annuity, with 60, 120, 180, or 240 Monthly Payments Guaranteed; (3) Joint and
Survivor Income for Life; and (4) Income for a Fixed Period which may range from
five to thirty years. (See "Annuity Options")

10. CAN THE CONTRACT BE CANCELLED AFTER IT IS DELIVERED?
The Contract contains a provision for a Right to Examine Period which permits
you to cancel the Contract by returning it to us at our Annuity Service Office,
or to the registered representative through whom it was purchased, within ten
days of receipt of the Contract. (This period is normally ten days, but some
states require a different time for the Right to Examine.) You will then receive
from us the refund made on the Contract. The amount of the refund will depend
upon the state in which the Contract is issued. Usually it will be an amount
equal to the Accumulated Value in any Separate Account Division and any Purchase
Payments allocated to the Fixed Account, without any deduction for premium tax,
surrender charge, or administrative charges. Some states require that we return
the Purchase Payments made on the Contract.

11. WHOM DO I CALL IF I HAVE QUESTIONS ABOUT MY CONTRACT?
Any questions about privileges or your Contract will be answered by our Annuity
Service Office, General American, GT Global Department, P.O. Box 66821, St.
Louis, Missouri, 63166-6821, (800) 237-6580. All inquiries should include the
Contract number and the Contract Owner's name.

12. WHAT CAN I EXPECT TO RECEIVE FROM GENERAL AMERICAN?
Confirmations will be mailed to you for any financial transactions that take
place, and quarterly statements will be sent showing the Accumulated Value in
each Division, the Accumulated Value in the Guaranteed Interest Options, and any
Purchase Payments, charges, transfers, partial withdrawals, or surrenders during
the time period covered. In addition, we will send you financial reports of the
Separate Accounts and for the GT Global Variable Investment Funds.

Prospectus Page 10
<PAGE>

GENERAL AMERICAN LIFE INSURANCE
COMPANY AND THE SEPARATE ACCOUNTS

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

GENERAL AMERICAN

General American Life Insurance Company ("General American") is a stock life
insurance company wholly-owned by GenAmerica Corporation. GenAmerica Corporation
is wholly-owned by General American Mutual Holding Company, a mutual holding
company organized under Missouri law. General American was chartered in 1933 and
since then has continuously engaged in the business of life insurance,
annuities, and accident and health insurance. General American's National
Headquarters (Home Office) is located at 700 Market Street, St. Louis, Missouri
63101. The telephone number is (314) 231-1700. It is licensed to do business in
49 states of the United States, the District of Columbia, Puerto Rico, and is
registered in Canada and licensed in the Provinces of Alberta, British Columbia,
Manitoba, New Brunswick, Newfoundland, Nova Scotia, Ontario, Prince Edward
Island, Quebec, and Saskatchewan.

General American conducts a conventional life insurance business. Assets derived
from such business should be considered by purchasers of variable annuity
contracts only as bearing upon the ability of General American to meet its
obligations under the variable annuity contracts and should not be considered as
bearing on the investment performance of the Separate Accounts.

THE SEPARATE ACCOUNTS
The Separate Accounts were established on May 28, 1992, pursuant to
authorization by the Board of Directors of General American. Although they are
an integral part of General American and not separate corporations, the Separate
Accounts are registered as unit investment trusts with the Securities and
Exchange Commission (the "SEC") under the Investment Company Act of 1940, as
amended (the "1940 Act"). Such registration does not involve supervision of the
management, investment practices, policies of the Separate Accounts, or of
General American by the SEC.

Purchase Payments may be received by the Separate Accounts from individual
variable annuity contracts that are Qualified Contracts entitled to favorable
tax treatments under the Code and also from individual variable annuity
contracts not entitled to any special tax benefits. Any such Purchase Payments
are pooled together and invested separately from the General Account of General
American (the general assets of the insurance company other than separate
account assets). The persons participating in the variable portion of these
Contracts look to the investment experience of the assets in the Separate
Accounts.

Under Missouri law, the net assets of the Separate Accounts are held for the
exclusive benefit of the owners of the Contracts and for the persons entitled to
Annuity Payments which reflect the investment results of the Separate Accounts.
That portion of the assets of each Separate Account equal to the reserves and
other liabilities under the Contracts participating in it is not chargeable with
liabilities arising out of any other business that General American may conduct.
The income, gains, and losses, whether or not realized, from the assets of each
Division of a Separate Account are credited to or charged against that Division
without regard to any other income, gains, or losses.

Separate Account Twenty-Eight currently has four Divisions, each of which
invests solely in a corresponding GT Global Variable Investment Fund. These are:

<TABLE>
<S> <C>
GT Global Variable Strategic Income Division
GT Global Variable Global Government Income
Division
GT Global Variable U.S. Government Income
Division
GT Global Money Market Division
</TABLE>

Separate Account Twenty-Nine currently has ten Divisions, each of which invests
solely in a corresponding GT Global Variable Investment Fund. These are:

<TABLE>
<S> <C>
GT Global Variable New Pacific Division
GT Global Variable Europe Division
GT Global Variable Latin America Division
GT Global Variable America Division
GT Global Variable International Division
GT Global Variable Infrastructure Division
GT Global Variable Natural Resources
Division
GT Global Variable Emerging Markets Division
GT Global Variable Telecommunications
Division
GT Global Variable Growth & Income Division
</TABLE>

Prospectus Page 11
<PAGE>

GT GLOBAL
VARIABLE INVESTMENT FUNDS

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

Each of the GT Global Variable Investment Funds (each, a "Fund", collectively,
the "Funds") described above is a separate investment portfolio of either G.T.
Global Variable Investment Series ("Series") or G.T. Global Variable Investment
Trust ("Trust"). Each Fund has its own investment objectives, policies, and
limitations and invests directly in a portfolio of securities or other
investments. The Series and Trust are each organized as a Massachusetts business
trust and each is registered under the 1940 Act as an open-end management
investment company of the series type. Variable New Pacific Fund, Variable
Europe Fund, Variable America Fund, Variable International Fund and Money Market
Fund are part of the Series. Variable Latin America Fund, Variable
Infrastructure Fund, Variable Natural Resources Fund, Variable
Telecommunications Fund, Variable Emerging Markets Fund, Variable Growth &
Income Fund, Variable Global Government Income Fund, Variable Strategic Income
Fund, and Variable U.S. Government Income Fund are part of the Trust.

Chancellor LGT Asset Management, Inc. ("the Manager") is the investment manager
and administrator of each Fund. On October 31, 1996, Chancellor Capital
Management, Inc. merged with LGT Asset Management, Inc. and the resulting entity
was named Chancellor LGT Asset Management, Inc. Each Fund pays Investment
Management and Administration Fees to the Manager. (See "Fees and Expenses of
the Funds")

Detailed information concerning the Funds, their investment objectives and
policies, and the charges levied upon them can be found in the current
Prospectus for the GT Global Variable Investment Funds, which accompanies this
Prospectus. General American assumes no responsibility for the Prospectus of the
GT Global Variable Investment Funds. Each Prospectus should be read carefully
before any decision is made concerning the allocation of Purchase Payments to a
Division that corresponds to a particular Fund.

THERE IS NO ASSURANCE THAT ANY OF THE FUNDS WILL ATTAIN THEIR RESPECTIVE STATED
OBJECTIVES, OR THAT ATTAINMENT CAN BE SUSTAINED.

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

ADDITIONS, DELETIONS OR
SUBSTITUTIONS OF INVESTMENTS

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

General American reserves the right, subject to applicable law and to the plans
of Operations for the Separate Accounts, to make additions to, deletions from,
or substitutions for the shares of a Fund that are held or purchased by the
Separate Accounts for the Divisions. General American reserves the right to
eliminate the shares of any of the Funds and to substitute shares of another
Fund of GT Global Variable Investment Funds 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 Accounts. General American
will not replace any shares attributable to a Contract Owner's interest in a
Division of the Separate Accounts without at least thirty days Written Notice to
the Contract 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 Accounts 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 Contract Owners.

General American also reserves the right to establish additional Divisions of
the Separate Accounts, each of which would invest in a new Fund of G.T. Global
Variable Investment Series or G.T. Global Variable Investment Trust, or in
shares of another

Prospectus Page 12
<PAGE>

investment company, with a specified investment objective. New Divisions may be
established when, in the sole discretion of General American, marketing needs or
investment conditions warrant, and any new Division will be made available to
existing Contract Owners on a basis to be determined by General American. To the
extent approved by the SEC, General American 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, General American may make such changes
it considers necessary in the Contracts by appropriate endorsement. General
American will notify all Contract Owners of any such changes.

If it is deemed by General American to be in the best interests of persons
having voting rights under the Contracts, and to the extent any necessary SEC
approvals or Contract Owner votes are obtained, the Separate Accounts may be:
(a) operated as management companies under the 1940 Act; (b) deregistered under
the 1940 Act in the event such registration is no longer required; or (c)
combined with other separate accounts of General American. To the extent
permitted by applicable law, General American may also transfer the assets of
the Separate Account associated with the Contracts to another separate account.

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

THE CONTRACTS

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

The Contract is available to individuals seeking annuity contracts entitled to
favorable tax treatment under the Code as Qualified Contracts, and also to
individuals seeking annuity contracts not entitled to any special tax benefits.
The rights and benefits of the Contracts are described below and in the
Contract; however, General American reserves the right to make any modification
to conform the Contract to, or to give the Contract Owner the benefit of, any
Federal or state statute or any rule or regulation of the United States Treasury
Department.

RIGHT TO EXAMINE
The Contract Owner may cancel the Contract during the Right to Examine Period
starting after the Contract Owner receives the Contract. This period is normally
ten days, but some states require a different time for the Right to Examine.
Upon receipt of a Written Request for cancellation by General American's Annuity
Service Office or by the registered representative through whom it was
purchased, the Contract will be cancelled and a refund will be made. The amount
of the refund will depend on the state in which the Contract is issued; however,
it will usually be an amount equal to the Accumulated Value in any Separate
Account Division and any Purchase Payments allocated to the Fixed Account,
without any deduction for premium tax, surrender charge, interest change
adjustment, or administrative charges. As to Accumulated Value in a Division,
the daily charge for mortality and expense risks and certain operating expenses
of the corresponding Funds will not be returned. In some states applicable law
requires that the amount of the Purchase Payment be returned.

CONTRACT APPLICATION AND PURCHASE PAYMENTS

(A) PLACE, AMOUNT AND FREQUENCY

Purchase Payments are to be paid to the Company at its Annuity Service Office or
to a broker/dealer where such broker/dealer has made special arrangements with
the Company for collection of Purchase Payments. All Purchase Payments received
at the Annuity Service Office before the close of the NYSE (3:00 p.m. St. Louis
Time) on any Business Day will be considered received on that Business Day.
Payment by electronic funds transfer from broker/dealers with whom an
arrangement has been entered into will be considered received on the Business
Day Written Notice of such payment is received by the Annuity Service Office,
provided that such Written Notice is received before the close of the NYSE on
that Business Day, and the funds transferred are actually received at the
Annuity Service Office by 9:00 a.m. St. Louis time on the next Business Day.

The amount of Purchase Payments may vary; however, the Company will not accept
an Initial

Prospectus Page 13
<PAGE>

Purchase Payment which is less than $2,000, and each additional Purchase Payment
must be at least $100.

In lieu of the initial purchase payment of $2,000, a Contract Owner may elect to
deposit his or her Initial Purchase Payment in monthly installments by means of
a pre-authorized check ("PAC") process. The PAC process may also be used to
deposit additional Purchase Payments to an established Contract. Under the PAC
process, amounts will be deducted each month from the Contract Owner's bank
account and applied as Purchase Payments under a Contract. Deductions may be
made on the 5th or 20th of each month as selected by the Contract Owner. The
minimum monthly PAC deduction must be at least $100. PAC deposits may be made to
any Division or Guaranteed Period. A Written Request must be received by the
Annuity Service Office from the Contract Owner authorizing General American to
debit his or her bank account.

The Contract Owner may cancel PAC at any time by sending a Written Request to
the Annuity Service Office at least five business days prior to the next
scheduled withdrawal. General American is not responsible for any debits made to
a bank account prior to the time the Written Request for termination is received
at the Annuity Service Office.

In any Contract Year after the first, General American reserves the right not to
accept Purchase Payments in excess of double the amount paid in the initial
Contract Year. In the first Contract Year, Purchase Payments may be limited to
the greater of double the total initial premium or $25,000. The Company will
notify the Contract Owner in writing, at his or her address last known to us, at
least sixty days prior to exercising these rights. In addition, the prior
approval of the Company is required before it will accept a Purchase Payment
which would cause the value of a Contract Owner's Account to exceed $1,000,000.
If the value of a Contract Owner's Account exceeds $1,000,000, no additional
Purchase Payments will be accepted without the prior approval of the Company. In
addition, the Date of Issue for the Contract can be no later than the first day
of the first month following the Annuitant's 90th birthday.

A completed Contract Application and the Initial Purchase Payment are forwarded
to the Company for acceptance. Upon acceptance, the Contract is issued to the
Contract Owner and the Initial Purchase Payment is credited to the Contract
Owner's Account. The Date of Issue will be the date the Initial Purchase Payment
is invested. The Initial Purchase Payment must be invested within two Business
Days of receipt by the Company of a Contract Application in good order. The
Company may retain the Initial Purchase Payment for up to five Business Days
while attempting to complete an incomplete Contract Application. If the Contract
Application cannot be made complete within five Business Days, the prospective
Contract Owner will be informed of the reasons for the delay. The Initial
Purchase Payment will be returned immediately unless the prospective Contract
Owner consents in writing to the Company's retaining the Initial Purchase
Payment until the Contract Application is made in good order. Thereafter, the
Initial Purchase Payment must be invested within two Business Days. Subsequent
Net Purchase Payments are invested at the end of the Business Day during which
they are received by the Company at the Annuity Service Office.

Purchase Payments may be made at any time prior to the Annuity Date, full
surrender of the Contract, or death of the Annuitant or Contract Owner.

(B) ACCOUNT CONTINUATION

The Contract does not require continuing Purchase Payments and will continue in
force until the earlier of the Annuity Date, surrender of the Contract, or death
of the Annuitant or Contract Owner. Notwithstanding the foregoing, the Company
may, after sixty days grace period following Written Notice to the Contract
Owner, at its option, cancel a Contract at the end of any two consecutive
Contract Years in which no Purchase Payments have been made, if both (i) the
total Purchase Payments made over the life of the Contract, less any
withdrawals, are less than $2,000, and (ii) the Accumulated Value at the end of
such two year period is less than $2,000. Upon cancellation, the Company will
pay the Contract Owner the Accumulated Value computed as of the Valuation Period
during which the cancellation occurs less administrative charges, if applicable.
Such cancellation could have adverse tax consequences. (See "Federal Tax
Matters")

The Net Purchase Payment is that portion of a Purchase Payment which remains
after deduction of any applicable premium or other tax. The initial Net Purchase
Payment will be allocated among the Divisions of the Separate Accounts and
Guarantee Periods of the Fixed Account in accordance with the allocation
percentage specified in the

Prospectus Page 14
<PAGE>

particular Contract Application. The initial percentages specified in the
Contract Application must be in whole percents totaling 100% and allocate
amounts of at least $500 per Division or Guarantee Period.

The allocations for additional Net Purchase Payments among the Guarantee Periods
and Divisions may be changed by the Contract Owner at any time by Written
Request. Any allocation change will take effect with the first Purchase Payment
received with or after receipt of a Written Request for change by the Company
and will continue in effect until subsequently changed. If any portions of the
Net Purchase Payments are received for allocation to a Guarantee Period or
Division no longer offered by the Company, the Company will contact the Contract
Owner to secure new allocations. Subsequent Net Purchase Payments should be at
least $100. If the subsequent payment specifies allocation percentages different
from the initial percentages specified in the Contract application, they must be
in whole percents, and total 100%.

VARIABLE ACCOUNT

ACCUMULATION UNITS
The Company will establish an account in the Contract Owner's name for each
Division to which the Contract Owner allocates Net Purchase Payments or transfer
amounts. Net Purchase Payments and transfer amounts are allocated to Divisions
and credited to such accounts in the form of Accumulation Units. The following
discussion of Accumulation Units, the value of Accumulation Units and the net
investment factor formula pertains only to the Divisions. The parallel
discussion regarding accumulations in the Fixed Account appears elsewhere in
this Prospectus. (See "Guaranteed Interest Options")

The number of Accumulation Units to be credited to each account is determined by
dividing the Net Purchase Payment or transfer amount for the account by the
value of an Accumulation Unit for that Division for the Valuation Period during
which the Net Purchase Payment or transfer request is credited. The number of
Accumulation Units in any account will be increased at the end of a Valuation
Period by any Net Purchase Payments allocated to the corresponding Division
during that Valuation Period and by any Accumulated Value transferred to that
Division from another Division or from a Guarantee Period during that Valuation
Period. The number of Accumulation Units in any account will be decreased at the
end of a Valuation Period by any transfers of Accumulated Value out of the
corresponding Division, by any partial withdrawals or surrenders from that
Division, and by any administrative charges or surrender charge deducted from
that Division during that Valuation Period.

VALUE OF ACCUMULATION UNITS
The value of Accumulation Units in each Division will vary from one Valuation
Period to the next depending upon the investment results of that particular
Division. The value of an Accumulation Unit for each Division was arbitrarily
set at $12 for the first Valuation Period. The value of an Accumulation Unit for
any subsequent Valuation Period is determined by multiplying the value of an
Accumulation Unit for the immediately preceding Valuation Period by the net
investment factor for such Division for the Valuation Period for which the value
is being determined.

NET INVESTMENT FACTOR
Each Business Day we will calculate each Division's net investment factor. A
Division's net investment factor measures its investment performance during a
Valuation Period. The net investment factor for each Division for any Valuation
Period is determined by dividing (a) by (b) and subtracting (c) from the result:

Where (a) is: (1) the net asset value per share of a Fund share held in the
Division determined at the end of the current Valuation Period, plus (2) the per
share amount of any dividend or capital gain distribution made by a Fund on
shares held in the Division if the "ex-dividend" date occurs during the current
Valuation Period.

Where (b) is: the net asset value per share of a Fund share held in the Division
determined as of the end of the immediately preceding Valuation Period.

Where (c) is: a factor representing the charges deducted from the Division on a
daily basis for mortality and expense risks and administrative expenses. Such
factor is equal, on an annual basis, to 1.40% (1.25% for mortality and expense
risk and 0.15% for administrative expenses).

The net investment factor may be greater or less than or equal to one;
therefore, the value of an Accumulation Unit may increase, decrease, or remain
the same. The value of an Annuity Unit, described in the Statement of Additional
Information, is also affected by the net investment factor.

Prospectus Page 15
<PAGE>

GUARANTEED INTEREST OPTIONS

Net Purchase Payments applied to one of the Guaranteed Interest Options will be
invested in the Fixed Account. Interests in the Fixed Account have not, and are
not required to be, registered with the SEC under the 1933 Act, and neither the
Fixed Account nor General American has been registered as an investment company
under the 1940 Act. Therefore, the Fixed Account and interests therein are not
generally subject to regulation under the 1933 Act or the 1940 Act. The
following disclosure relating to the Fixed Account and related Guarantee Periods
is for your information and has not been reviewed by the SEC. Nevertheless, such
disclosure may be subject to certain generally applicable provisions of Federal
securities laws relating to the accuracy and completeness of statements made in
this Prospectus. The Fixed Account may not be available in all jurisdictions.
You should ask your registered representative whether it is an option for you.

GUARANTEE PERIODS

The Company will establish an account for the Contract Owner for each Guarantee
Period to which such Contract Owner allocates Net Purchase Payments or
transfers. The Company has established dollar cost averaging, interest sweep,
and personal portfolio rebalancing Guarantee Periods for the purpose of
facilitating the dollar cost averaging, interest sweep, and personal portfolio
rebalancing programs. The Contract Owners may select one or more Guarantee
Period(s) from among those we make available. Each Guarantee Period will have a
duration of at least one year. The period(s) selected will determine the
guaranteed interest rate(s). A Net Purchase Payment, or the portion thereof, or
the amount transferred in accordance with the transfer privilege, allocated to a
particular Guarantee Period, less any amounts or charges subsequently withdrawn,
will earn interest at the Guaranteed Interest Rate during the Guarantee Period.
Initial Guarantee Periods begin on the date of allocation or transfer, and end
on the Expiration Date. Subsequent Guarantee Periods begin on the first day
following the Expiration Date.

Any portion of a Contract Owner's Accumulated Value allocated or transferred to
a particular Guarantee Period with a particular Expiration Date (including
interest earned thereon) will be referred to herein as a "Guarantee Period
Amount." Interest will be credited daily at a rate equivalent to the compound
annual rate. We cannot predict or guarantee the level of future Guaranteed
Interest Rates, except that we guarantee that future Guaranteed Interest Rates
will not be below 3%, per year compounded annually. As a result of additional
Net Purchase Payments, renewals, and transfers of portions of the Contract
Owner's Accumulated Value described under "See Transfer Privilege" which begin
new Guarantee Periods, Guarantee Period Amounts allocated to Guarantee Periods
of the same duration may have different Expiration Dates. Thus, each Guarantee
Period Amount will be treated separately for purposes of determining any
interest change adjustment. (See "Interest Change Adjustment")

The Company will notify the Contract Owner in writing, at his or her last known
address to us, at least 30 and no more than 75 days prior to the Expiration Date
of each Guarantee Period Amount. The Guarantee Period Amount will renew for a
new Guarantee Period of the same duration as the previous Guarantee Period,
unless the Company receives, prior to the end of the expiring Guarantee Period,
written election by the Contract Owner of a different Guarantee Period from
among those being offered by the Company at such time, instructions to transfer
all or a portion of the Guarantee Period Amount to one or more Divisions in
accordance with the transfer privilege, (see "Transfer Privilege") or
instructions to withdraw all or a portion of the Guarantee Period Amount. If the
previous Guarantee Period is no longer being offered by the Company, such amount
will be placed in the GT Global Money Market Division, unless the Contract Owner
gives us other instructions. Each new Guarantee Period Amount must be at least
$500.

GUARANTEED INTEREST RATES

The Company periodically will establish an applicable guaranteed interest rate
for each Guarantee Period offered by the Company. Guaranteed interest rates for
the dollar cost averaging, interest sweep, and personal portfolio rebalancing
Guaranteed Interest Options may be different than for other Guaranteed Interest
Options with the same duration. Current Guaranteed Interest Rates may be changed
by the Company at any time depending on investment interest rates available to
the Company and other factors as described below. Once established, however, the
rate applicable to a particular Guarantee Period Amount is guaranteed for the
duration of the applicable Guarantee Period. If, however, all or part of the
Accumulated Value is withdrawn from the Guaranteed Interest Options, it will be
subject to any applicable surrender charge and may be subject to an interest

Prospectus Page 16
<PAGE>

change adjustment. (See "Interest Change Adjustment")

General American has no specific formula for establishing the Guaranteed
Interest Rates for the Guarantee Periods. The determination may be influenced
by, but not necessarily correspond to, interest rates generally available on the
type of investments to be acquired with the Guarantee Period Amounts. General
American, in determining Guaranteed Interest Rates, may also consider, among
other factors, the duration of a Guarantee Period, regulatory and tax
requirements, sales commissions and administrative expenses borne by General
American, and general economic trends.

GENERAL AMERICAN'S MANAGEMENT MAKES THE FINAL DETERMINATION OF THE GUARANTEED
INTEREST RATES TO BE DECLARED. GENERAL AMERICAN CANNOT PREDICT OR GUARANTEE THE
LEVEL OF FUTURE GUARANTEED INTEREST RATES, EXCEPT THAT GENERAL AMERICAN
GUARANTEES THAT FUTURE GUARANTEED INTEREST RATES WILL NOT BE BELOW 3% PER YEAR
COMPOUNDED ANNUALLY.

TRANSFER PRIVILEGE

At any time during the accumulation period the Contract Owner may transfer all
or part of the Contract Owner's Accumulated Value to one or more Divisions of
the Separate Accounts and the Guarantee Periods of the Fixed Account, subject to
the following conditions: (1) transfers from the Fixed Account are not allowed
during the first twelve months of that Guarantee Period; (2) transfers must be
made by Written Request or by telephone, provided we have a telephone
authorization in good order completed by the Contract Owner; (3) transfers from
a Division or a Guarantee Period must be at least $500, or the entire amount
remaining in the Division or Guarantee Period, if less than $500; (4) any
Contract Owner's Accumulated Value remaining in a Division or Guarantee Period
may not be less than $500, or the request may be treated as a request to
transfer the entire amount in that Division; and (5) there is no limit to the
number of transfers that the Contract Owner may request. However, for each
transfer in excess of twelve during the Contract Year, the Company charges an
amount equal to the lesser of $25 or 2% of the amount transferred, excluding
transfers made under the dollar cost averaging ("DCA") program, the personal
portfolio rebalancing ("PPR") program, or the interest sweep ("IS") program.

In addition, transfers from the Fixed Account will be subject to the Interest
Change Adjustment unless the transfer is effective within thirty days prior to
the Expiration Date applicable to the Guarantee Period Amount. Transfers
involving a Division will be subject to the additional terms and conditions as
may be imposed by each Division's corresponding Fund. The Contract Owner must
instruct the Company as to what amounts should be transferred from each Division
and Guarantee Period. Transfers made from a Guarantee Period will be made on a
first-in-first-out basis (FIFO) when more than one Guarantee Period amount
exists within a Guarantee Period. A transfer will be effective on the date the
request for transfer is received by the Company. Under current law, there will
not be any tax liability to the Contract Owner if a Contract Owner makes a
transfer. We may revoke or modify the transfer privilege at any time, including
the minimum amount for a transfer and the transfer charge, if any.

DOLLAR COST AVERAGING

The Company offers a dollar cost averaging ("DCA") program which enables a
Contract Owner to pre-authorize a periodic exercise of the contractual transfer
privilege described above. Contract Owners entering into a DCA agreement
instruct the Company to transfer on the Business Day coincident with or
subsequent to the 15th of each month a predetermined dollar amount of at least
$100 per month. Transfers from the GT Global Money Market Division, GT Global
Variable Growth & Income Division, GT Global Variable Strategic Income Division,
GT Global Variable Global Government Income Division, the GT Global Variable
U.S. Government Income Division, or the DCA Guarantee Periods will continue
until the dollar amount requested has been transferred or the Accumulated Value
in the Division or Guarantee Period is exhausted, whichever is sooner. The
Interest Change Adjustment and waiting period are waived for DCA transfers from
the Guarantee Periods. DCA transfer allocations for a Guarantee Period or
Division which is no longer offered will remain in that Division until the
allocation instructions are changed by the Contract Owner.

Contract Owners entering the DCA program must designate at least $2,000 for
investment through DCA. Contract Owners interested in the DCA program may elect
to participate in the program through a Written Request to the Company.

The DCA program is intended to permit Contract Owners to utilize "dollar cost
averaging," a long-

Prospectus Page 17
<PAGE>

term investment method which provides for investments to be made in regular
equal installments over time to control the risk of investing at the top of a
market cycle. The Company makes no guarantees that DCA will result in a profit
or protect against loss. Because the DCA program involves continuous investments
in the Divisions regardless of fluctuating unit values of such Divisions,
Contract Owners should consider their financial ability to continue to purchase
through periods of fluctuating unit values. Transfers made under the DCA program
are not taken into account in determining any applicable transfer fee. The
Company reserves the right to modify, suspend, or terminate the DCA program at
any time.

PERSONAL PORTFOLIO REBALANCING

Contract Owners may participate in the personal portfolio rebalancing ("PPR")
program. This program enables a Contract Owner to authorize the Company to
transfer all or a portion of assets of the Accumulated Value on a periodic basis
in order to maintain a designated allocation among the Divisions or the PPR
Guarantee Periods as selected by the Contract Owner. The Contract Owner may
choose what specific investment options are included in his or her personal
portfolio. The personal portfolio must contain at least two investment options
and may include all available investment options. The Accumulated Value
allocated to each Division increases or decreases at different rates depending
on the investment performance of the Division. Personal portfolio rebalancing
automatically reallocates the Accumulated Value in the Divisions and Guarantee
Periods to maintain the allocation selected by the Contract Owner. The personal
portfolio will automatically reallocate on the day of the month determined by
the Date of Issue. If the Date of Issue is on the 29th, 30th, or 31st of any
month, reallocation will take place on the 28th of each subsequent rebalancing
period.

The goal of the PPR program is to assist the Contract Owners by selling the
accumulation units that have appreciated most, and purchasing additional units
in the Divisions or Guarantee Periods that have appreciated least. Participation
in PPR does not assure the Contract Owner profit from purchases under the
program nor will it prevent or lessen losses in a declining market.

A Contract Owner may select rebalancing on a monthly, quarterly, semiannual , or
annual basis. The minimum amount that will be transferred from any Division or
Guarantee Period under this program is the greater of $50 or 0.5% of the
Accumulated Value of that Division or Guarantee Period. Currently, all Divisions
and the PPR Guarantee Periods are available investment options under this
program. The number of available investment options may change. The Interest
Change Adjustment and waiting period are waived for personal portfolio
rebalancing transfers from Guarantee Periods. The designated allocation can be
changed at any time upon Written Request from the Contract Owner. Transfers made
under the PPR program are not taken into account in determining any applicable
transfer fee. The Company reserves the right to modify, suspend, or terminate
the PPR program at any time.

INTEREST SWEEP

Contract Owners may participate in the interest sweep ("IS") program. This
program enables a Contract Owner to authorize transfers of accrued interest from
the IS Guarantee Periods to one or more Divisions. If the Contract Owner has
allocated Net Purchase Payments or transfers to more than one IS Guarantee
Period, the IS transfer will occur from the oldest IS Guarantee Period. A
minimum of at least $25 from the IS Guarantee Periods will transfer to
designated Divisions on the day of the month determined by the date the Written
Request is received in the Annuity Service Office. If the Written Request is
received on the 29th, 30th, or 31st of any month, the IS transfer will take
place on the 1st of each subsequent IS period. Contract Owners may select the IS
transfer on a monthly, quarterly, semiannual, or annual basis. The Interest
Change Adjustment and waiting period are waived for IS transfers from Guarantee
Periods. Transfers made under the IS program are not taken into account in
determining any applicable transfer fee. The Company reserves the right to
modify, suspend, or terminate the IS program at any time.

CONTRACT OWNER INQUIRIES

General American performs all administrative functions in connection with the
Contracts, such as underwriting, record keeping, Contract Owner servicing, and
reporting. Contract Owner inquiries should be addressed to General American Life
Insurance Company, Annuity Service Office, P.O. Box 66821, St. Louis, Missouri
63166-6821, or made by calling (800) 237-6580. All inquiries should include the
Contract number, Contract Owner's name, and Social Security Number.

Prospectus Page 18
<PAGE>

CHARGES AND DEDUCTIONS

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

No deductions are made from the Initial Purchase Payment unless a state premium
tax or other tax is due. (See "Premium Tax") Therefore, the full amount of the
Initial Purchase Payment, less any applicable tax, is invested in one or more
Divisions of the Separate Accounts and/or the Fixed Account.

ADMINISTRATIVE CHARGES

A) ANNUAL CONTRACT FEE

On the last day of each Contract Year, the Company may deduct a contract fee
(referred to in the Contract as "Account Fee") as partial compensation for
expenses relating to the issue and maintenance of the Contract and the Contract
Owner's account. For Contracts with Accumulated Values of less than $20,000, the
contract fee is equal to the lesser of $30 or 2% of the Accumulated Value for
Contract Years ending prior to December 31, 1999. Thereafter, the contract fee
may be adjusted annually, but in no event may it be adjusted by more than the
amount that reflects the change in the Consumer Price Index since December 31,
1992, and in no event will it exceed $50. The annual contract fee will be waived
for Contracts with Accumulated Values of $20,000 or more.

The annual contract fee will be deducted from the GT Global Money Market
Division or from the Division with the largest portion of Accumulated Value if
no GT Global Money Market Division investment exists on the Contract
Anniversary, or from the Fixed Account if no Separate Account investments exist
on the Contract Anniversary. If a Contract Owner's Accumulated Value has been
allocated solely to the Fixed Account during the entire previous Contract Year,
no account fee will be assessed. To the extent that the contract fee is deducted
from a Division, Accumulation Units will be cancelled to effect the deduction.
Upon full surrender of the Contract or upon the death of the contract Owner or
Annuitant, the entire annual contract fee, if applicable, will be assessed.

On occasion, the last day of a Contract Year will not fall on a Business Day. In
this case, the last day of a Contract Year and the next Business Day fall in the
same calendar month, administrative charges will be taken on the next Business
Day. If the last day of a Contract Year and the next Business Day do not fall in
the same calendar month, administrative charges will be taken on the Business
Day immediately preceding the last day of the Contract Year.

After the Annuity Date, the annual contract fee will be deducted in equal
amounts from each variable Annuity Payment made during the year. No such
deduction will be made from fixed Annuity Payments.

The net investment factor incorporates a charge at the end of each Valuation
Period (during both the accumulation period and after Annuity Payments begin) at
an annual rate of 0.15% to reimburse the Company for those administrative
expenses attributable to the Contracts, the Contract Owner's Accounts, and the
Separate Accounts which exceed the revenues received from the contract fee. The
Company believes the administrative expense charge and the contract fee have
been set at a level that will recover no more than the actual costs associated
with administering the Contract. (See "Net Investment Factor")

B) TRANSFER FEE

The Company charges an amount equal to the lesser of $25 or 2% of the amount
transferred, for each transfer in excess of twelve during the Contract Year,
excluding transfers made under the dollar cost averaging, personal portfolio
rebalancing, or interest sweep program. This fee will be deducted from a
division to which the transfer is being made.

C) SPECIAL HANDLING FEES

The Contract provides that the Company reserves the right to charge a fee to
cover the Company's expenses for special handling. Items currently considered as
special handling (and the current charges assessed) include: wire transfer
charges ($11.50), checks returned to us for insufficient funds ($15), Interest
Change Adjustment estimations in excess of four annually ($10), minimum
distribution calculations ($10), annuitization calculations in excess of four
annually ($10), duplicate contracts ($25), and additional copies of confirmation
notices or quarterly statements (currently no charge). This fee will be deducted
from the first available option in this list: (a) Money

Prospectus Page 19
<PAGE>

Market Division, (b) Variable Division with the largest Accumulated Value, (c)
Guaranteed Interest Option. The fee for special handling will not exceed $50 per
request. The Company does not expect to make a profit from these charges.

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE)
No deduction for a sales load is made from Purchase Payments. A surrender charge
is imposed on certain surrenders and withdrawals to cover certain expenses
relating to the sale of the Contracts, including commissions to registered
representatives and other promotional expenses.

Upon full surrender of the Contract or partial withdrawal of Accumulated Value,
General American will apply a surrender charge to the gross withdrawal amount,
excluding any applicable interest change adjustment or administrative charges.
This surrender charge, expressed as a percentage of each Net Purchase Payment,
will apply to Net Purchase Payments for six complete years measured from the
date the Net Purchase Payment is received. The surrender charge schedule is as
follows:

<TABLE>
<CAPTION>
COMPLETE YEARS SINCE RECEIPT OF NET SURRENDER CHARGE
PURCHASE PAYMENT PERCENTAGE
- ----------------------------------- -----------------------
<S> <C>
0 6%
1 5%
2 4%
3 3%
4 2%
5 1%
6+ 0%
</TABLE>

General American offers to its officers and full-time employees (including
employees of its subsidiary companies) individual variable annuity contracts
with a surrender charge of 2% in the first year after receipt of the Net
Purchase Payment, 1% in the second year after receipt of the Net Purchase
Payment, and 0% thereafter.

A Contract Owner may make partial withdrawals up to the level of the free amount
each Contract Year without incurring a surrender charge. The annual free amount
will equal the appropriate percentage of the Accumulated Value on the date that
the first partial withdrawal is made in the Contract Year. During the first
Contract Year, the free amount will equal 10% of the Accumulated Value.
Beginning with the later of the first Contract Anniversary or the 1997 Contract
Anniversary, the free amount will equal 20% of the Accumulated Value if no free
amounts were withdrawn in the prior Contract Year. If free amounts were
withdrawn in the prior Contract Year, the free amount will equal 10% of the
Accumulated Value.

The free amounts withdrawn will not reduce the Net Purchase Payments still
subject to a surrender charge. The free amount does not apply upon full
surrender.

After the free amount has been withdrawn, additional amounts will be withdrawn
from Net Purchase Payments on a "first in first out" (FIFO) basis and will be
subject to the surrender charge noted in the above table. Net Purchase Payments
which were received more than six years prior to the date of withdrawal may be
withdrawn without incurring a surrender charge. After all Net Purchase Payments
have been withdrawn, further withdrawals will be made from earnings without
incurring a surrender charge. If the Accumulated Value is less than the Net
Purchase Payments subject to a surrender charge, the surrender charge will only
be applied to the Accumulated Value.

The surrender charge is not applied in the event of annuitization with General
American after three Contract Years, or on death of the Annuitant if the Date of
Issue is prior to the Annuitant's 80th birthday. Currently, however, General
American assesses surrender charges upon annuitization within three Contract
Years only if Annuity Option 4 (Income for a Fixed Period) is chosen with
Annuity Payments for a period of less than ten years.

In the event that revenues from surrender charges are not sufficient to cover
certain sales-related expenses, the Company will bear the shortfall; conversely,
if the revenues from surrender charges exceed such expenses, the Company will
retain the excess. General American does not currently believe that the
surrender charge revenues will cover the expected sales-related expenses. Any
shortfall will be made up from the Company's General Account which may include
amounts derived from the mortality and expense risk charge described below.

See Appendix A for examples of the surrender charge calculation.

REDUCTION OF SURRENDER CHARGE FOR CONTRACTS ISSUED UNDER GROUP OR SPONSORED
ARRANGEMENTS

Contracts may be sold to members of a class of associated individuals or to a
trustee, an employer, or some other entity representing such a class. The
Company may waive or reduce the surrender charge on such policies in recognition
of the fact that sales efforts and administrative costs are generally lower for
such classes, and sales compensation may

Prospectus Page 20
<PAGE>

be adjusted. The amount of any reduction will depend upon factors such as: the
expected number of participants and the amount of premium payments anticipated;
the nature of the group, association or class; the expected persistency and the
possibility of favorable mortality; and the amount and timing of the premium
payment; and any selling cost.

General American will determine the amount of reduction which is appropriate and
may change the surrender charge attributable to future premiums if it does so on
a basis which is uniform with respect to all similar Contract Owners. The
Company may also modify the criteria for qualification for sales charge
reductions as experience is gained, subject to the limit that such reductions
will not be unfavorably discriminatory against the interest of any Contract
Owner.

MORTALITY AND EXPENSE RISK CHARGE
During the accumulation period and after Annuity Payments begin, the net
investment factor incorporates charges to cover mortality and expense risk at
the end of each Valuation Period as a percentage of the Accumulated Value in the
Divisions. The charge for mortality and expense risk is 1.25% annually (1.00%
for mortality risk and .25% for expense risk).

The mortality risk that General American assumes is that Annuitants may live for
a longer period of time than estimated when the guarantees in the Contract were
established. Because of these guarantees, each Payee is assured that longevity
will not have an adverse effect on the Annuity Payments received. The mortality
risk that General American assumes also includes a guarantee to pay a death
benefit if the Annuitant dies before the Annuity Date. The expense risk that
General American assumes is the risk that the surrender charge and
administrative charges will be insufficient to cover actual future expenses.

PREMIUM TAX
Under the laws of certain jurisdictions, taxes are payable in respect of
so-called "annuity considerations," which term in the case of applicable
Contracts could include the Purchase Payment or the Accumulated Value of such
Contracts. The tax rates range from 0% to 3.50%. The list of jurisdictions
imposing annuity taxes follows:

STATE ANNUITY PREMIUM TAX RATES

<TABLE>
<CAPTION>
QUALIFIED NONQUALIFIED
STATE CONTRACTS CONTRACTS
- ---------------------------------- ------------- -----------------
<S> <C> <C>
California .50% 2.35%
District of Columbia 2.25% 2.25%
Kansas 0% 2.00%
Kentucky 2.00% 2.00%
Maine 0% 2.00%
Nevada 0% 3.50%
South Dakota 0% 1.25%
West Virginia 1.00% 1.00%
Wyoming 0% 1.00%
</TABLE>

Note: The above annuity premium tax rates are in effect as of January 1, 1997.

States not listed above currently have no premium tax on the purchase of
individual variable annuity contracts for use with nonqualified or qualified
plans. However, premium tax statutes are subject to amendment by legislative act
and to judicial and administrative interpretations, both of which may affect the
above list of states levying such taxes and the applicable tax rates.
Particularly because a portion of the premium tax charge may be made at the time
Annuity Payments commence, the above list of tax rates may not be those in
effect at the time the premium tax charge is made.

General American reserves the right to defer or waive the charge assessed for
premium tax in certain jurisdictions until the Contract is surrendered or until
the Contract Owner's death. The Company will notify the Contract Owner in
writing before exercising its right to collect deferred premium tax from the
Accumulated Value.

Laws relating to premium tax and the interpretations of such laws are subject to
change which may affect the deductions, if any, made under Contracts for premium
tax. Some jurisdictions permit payment of premium tax on the Accumulated Value
which is applied to provide an annuity. In those places, General American does
not make any separate deductions for premium tax from Purchase Payments, as it
is permitted to do under the Contracts, but defers any separate deductions for
premium tax until the Accumulated Value is applied to provide Annuity Payments.
(Although General American may be required in some of these jurisdictions to pay
premium tax currently on surrender charges, it presently intends to pay the
taxes out of the deductions and charges made against all Contracts.) General
American plans, where permissible, to defer any separate deductions for premium
tax until the Accumulated Value is

Prospectus Page 21
<PAGE>

applied to provide Annuity Payments, at which time the amount of any applicable
premium tax will be measured by the Accumulated Value. However, in many
jurisdictions the premium tax are applied to Purchase Payments, and in those
cases the deductions for such taxes will be made when the Purchase Payments are
received. Thus, General American reserves the right to make a separate deduction
from each Purchase Payment, or from the Accumulated Value, depending on which
method or combination of methods results in the appropriate deduction for
applicable premium tax.

OTHER TAXES
Currently, no charge is made against the Separate Accounts for any Federal,
state, or local taxes (other than premium tax) that the Company incurs that may
be attributable to the Separate Accounts or the Contracts. The Company may,
however, make a charge in the future for any such tax or economic burden on the
Company resulting from the application of the tax laws that it determines to be
properly attributable to the Separate Accounts or to the Contracts.

FEES AND EXPENSES OF THE FUNDS

Because the Separate Accounts purchase shares of the GT Global Variable
Investment Funds, the net asset value of each Division will normally reflect the
operating expenses incurred by its corresponding GT Global Variable Investment
Fund. The operating expenses of the Funds, include the Investment Management and
Administration Fees and Expenses paid to the Manager. The annualized rates at
which the various Funds pay such fees and expenses to the Manager range from
0.75% to 1.25% of a Fund's average daily net assets. The Manager has undertaken
to assume those expenses (other than taxes, brokerage fees, interest, and
extraordinary expenses) incurred by each Fund, to the extent such expenses
exceed the Investment Management and Administration Fees by more than .25%. (See
the accompanying prospectus of the GT Global Variable Investment Funds.)

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

YIELDS AND TOTAL RETURNS

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

General American may advertise the yields, effective yields, and total return
for the Divisions of the Separate Accounts. Of course, such figures will be
based upon past performance and do not indicate what investment returns or unit
values will be in the future. Detailed information on the calculation of
performance information appears in the Statement of Additional Information, but
a summary is given here.

The effective yield and total return of a Division are based upon the investment
performance of the GT Global Variable Investment Fund corresponding to the
Division. (See "GT Global Variable Investment Funds") The investment performance
of a Division will reflect the expenses of the Fund and the Division.

The yield of the GT Global Money Market Division refers to the annual rate of
interest generated by an investment in the Division over a specified seven-day
period. The yield is calculated by assuming that the income earned for that
seven-day period is the same for every other seven-day period in a year and can
be expressed as a percentage of the investment. The effective yield is
calculated in the same way but income earned is assumed to be reinvested
continuously. This compounding causes the effective yield to be slightly higher
than the yield.

The yield of the other Divisions refers to the annualized rate of return for an
investment in the Division over a specified thirty-day or one-month period. The
thirty-day income is shown as a percentage of the investment and annualized by
assuming that income is earned at the same rate for each month during the year.

The average annual total return of a Division is a quotation assuming that an
investment in the Division has been held in the Division for various time
periods, including a period measured from the date operations of the Division
began up to a maximum period of ten years. In the future, average annual total
returns will be reported for each Division for one, five, and ten years when the
Division has been in operation for those periods of time.

Prospectus Page 22
<PAGE>

Average annual total return quotations represent the average compounded rates of
return on an initial investment of $1,000 as of the last day of the period for
which the quotations are provided. The report on average annual total return
will show the average percentage change in the value of an investment in the
Division, including any surrender charge that would apply if the Contract is
surrendered at the end of the period, but excluding any deductions for premium
tax.

Advertising and sales literature for the Contract may compute yield or total
return on different bases. Total return may be reported without a deduction for
the surrender charge on the assumption that an investment will persist beyond
the six year period during which a surrender charge is applicable. Such
persistency would be consistent with the idea that the Contract is a long-term
investment suitable for retirement income. Total return for the Funds may be
advertised, but such information will always be accompanied by the total return
for the corresponding Divisions. General American may present illustrations
showing total return performance for a hypothetical Contract based on an
assumption such as allocation of an amount to one or more Divisions, or monthly
transfers to a selected Division under the dollar cost averaging program. Such
illustrations will reflect the performance of the selected Divisions, including
all charges except the surrender charge, over various time periods in the past.

Advertising and sales literature for the Contracts may also compare the
performance of one or more Divisions to various relevant indices or to the
performance of other variable annuity investment choices, either generally or
with reference to choices with investment objectives similar to those of the
Fund and the Division. Performance information based on rankings by independent
services may also be included in sales literature and advertising.

Prospectus Page 23
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DISTRIBUTIONS UNDER THE CONTRACT

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

CASH WITHDRAWALS
At any time before the Annuity Date and during the lifetime of the Annuitant,
the Contract Owner may elect to receive a cash withdrawal payment from the
Company. Any such election must be in the form of a Written Request and specify
the amount of the withdrawal. It will be effective on the date that it is
received by the Company. Any Written Request received at the Annuity Service
Office before the close of the NYSE (3:00 p.m. St. Louis time) on any Business
Day will be considered received on that Business Day.

The Contract Owner may request a full surrender or a partial withdrawal. A full
surrender will result in a cash withdrawal payment equal to the value of the
Contract Owner's Account at the end of the Valuation Period during which the
election becomes effective, less any applicable administrative charges, interest
change adjustment, and surrender charge. A request for a partial withdrawal will
result in a reduction in the Contract Owner's Accumulated Value equal to the
amount you receive plus any applicable administrative charges, interest change
adjustment and surrender charge. The amount you receive can be less than the
amount requested if the Accumulated Value is insufficient to cover applicable
charges and produce the requested amount. Any withdrawal request cannot exceed
the Accumulated Value of the Contract. Any applicable interest change adjustment
and surrender charge will be calculated based upon the gross amount of
withdrawal. If a partial withdrawal would result in a remaining Accumulated
Value lower than the surrender charges due under the Contract, the partial
withdrawal request will be treated as a full surrender.

There is no limit on the frequency of partial withdrawals. However, the amount
withdrawn must be at least $500 or, if less, the entire balance in the Division
or Guarantee Period. If after the withdrawal (and deduction of any applicable
administrative charges, interest change adjustment and surrender charge) the
amount remaining in the Division or Guarantee Period would be less than $500,
the Company may treat the partial withdrawal as a withdrawal of the entire
amount held in the Division or Guarantee Period. If a partial withdrawal plus
any applicable administrative charges, interest change adjustment and surrender
charge would reduce the Accumulated Value to less than $500, the Company may
treat the partial withdrawal as a full surrender of the Contract.

In requesting a partial withdrawal, the Contract Owner must specify the amounts
to be withdrawn from each Division and Guarantee Period, if any. If the Contract
Owner does not specify, the total amount including any applicable surrender
charges will be deducted from all Divisions in the ratio that the value of each
Division bears to the Accumulated Value ("pro-rata"). If a partial withdrawal is
to be made from the Fixed Account, the Contract Owner must instruct the Company
from which Guarantee Period the withdrawal is to be made. Withdrawal will be
made on a first-in- first-out basis when more than one Guarantee Period Amount
exists within a Guarantee Period.

ALL CASH WITHDRAWALS FROM ANY GUARANTEE PERIOD AMOUNT, EXCEPT THOSE EFFECTIVE
WITHIN THIRTY DAYS PRIOR TO THE EXPIRATION DATE OF SUCH GUARANTEE PERIOD AMOUNT,
WILL BE SUBJECT TO THE INTEREST CHANGE ADJUSTMENT.

Cash withdrawals from a Division will result in the cancellation of Accumulation
Units attributable to the Contract Owner's Account with an aggregate value on
the effective date of the withdrawal equal to the total amount by which the
Accumulated Value in the Division is reduced. The cancellation of such units
will be based on the Accumulation Unit values of the Division at the end of the
Valuation Period during which the cash withdrawal is effective.

If at the time the Contract Owner makes a Written Request for a full surrender
or a partial withdrawal, he or she does not provide us with a written election
not to have Federal income taxes withheld, the Company must by law withhold such
taxes from the taxable portion of any surrender or withdrawal.

The Company, upon request, will provide the Contract Owner with an estimate of
the amounts that would be payable in the event of a full surrender or partial
withdrawal. The Company reserves the right to charge a reasonable fee to recover
the

Prospectus Page 24
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administrative expenses associated with these requests. (See "Special Handling
Fees")

Written requests for cash withdrawal payments to a party, other than the
Contract Owner and/or to an address other than the Contract Owner's address of
record require a signature guarantee. In addition, if the Contract Owner's
address of record has been changed within the preceding thirty days, a signature
guarantee is required. Any cash withdrawal payment will be paid within seven
days from our receipt of the Written Request, subject to postponement under
Deferment of Payment provisions described herein. (See "Deferment of Payments")

Since the Qualified Contracts offered by this Prospectus will be issued in
connection with retirement plans which meet the requirements of the Code,
reference should be made to the terms of the particular retirement plan for any
limitations or restrictions on cash withdrawals. A cash withdrawal under either
a Qualified Contract or a Nonqualified Contract offered by this Prospectus also
may result in a Federal penalty tax. The tax consequences of a cash withdrawal
payment under both Qualified Contracts and Nonqualified Contracts should be
carefully considered. (See "Tax Status the Contracts")

SYSTEMATIC WITHDRAWAL PLAN
General American administers a systematic withdrawal plan ("SWP") which allows
certain Contract Owners to authorize periodic withdrawals during the
accumulation period. Contract Owners entering into an SWP agreement instruct
General American to withdraw selected amounts from the Contract on a Business
Day coincident with or subsequent to the 25th of a month on a monthly,
quarterly, semiannual or annual basis. Currently, the SWP is available to
Contract Owners who request a minimum $200 periodic withdrawal. Amounts
withdrawn may be subject to a surrender charge. (See "Guaranteed Interest
Options" and "Federal Tax Matters") Amounts withdrawn from the Fixed Account
will be subject to the interest change adjustment. Withdrawals taken under the
SWP may be subject to the 10% Federal penalty tax on early withdrawals and to
income taxes. (See "Federal Tax Matters") Contract Owners interested in SWP may
obtain an Annuity Service Request Form from their registered representative or
the Annuity Service Office. General American reserves the right to amend the SWP
on thirty days' Written Notice. The SWP may be terminated at any time by the
Contract Owner or General American.

INTEREST CHANGE ADJUSTMENT
Any full surrender or partial withdrawal of a Guarantee Period Amount which is
not effective within thirty days prior to the Expiration Date of the Guarantee
Period Amount will be subject to an interest change adjustment ("ICA"). For this
purpose, transfers, distributions on the death of a Contract Owner,
annuitization, and amounts applied to purchase an annuity are all treated as
cash withdrawals. The ICA will be subtracted from the gross amount being
withdrawn after deductions of any applicable administrative charges and before
deduction of any applicable surrender charge.

The ICA will reflect the relationship between the Current Rate (defined as J
below) for Guarantee Periods of the same duration as the period from which the
surrender or withdrawal is being made and the Guaranteed Interest Rate
applicable to the amount being withdrawn. It also reflects the time remaining in
the applicable Guarantee Period. The application of the ICA may result in a
lower payment than the Guarantee Period Amount upon surrender or withdrawal.

The interest change adjustment is determined by the application of the following
formula:
ICA = W x .9 x (J-I) x (N/12) where,

W is the gross withdrawal as of the effective date of the application of the
interest change adjustment, prior to the application of the interest change
adjustment, surrender charge, and administrative charges;

J is the Guaranteed Interest Rate declared by the Company, as of the effective
date of the application of the interest change adjustment, for current
allocations to Guarantee Periods equal to the original Guarantee Period from
which the surrender or withdrawal is being made;

I is the Guaranteed Interest Rate currently being credited to the Guarantee
Period Amount subject to the interest change adjustment; and

N is the number of complete months remaining in the Guarantee Period of the
Guarantee Period Amount subject to the interest change adjustment.

In the determination of J, if the Company currently does not offer the
applicable Guarantee Period, then the rate will be determined by using the next
shorter Guarantee Period that is currently being offered.

Notwithstanding application of the foregoing formula, (a) in no event will the
ICA be less than

Prospectus Page 25
<PAGE>

zero, and (b) the gross surrender or withdrawal minus the interest change
adjustment will not be less than the part of the Net Purchase Payment or
transfer amount being withdrawn accumulated at three percent interest compounded
annually since the beginning of the Guarantee Period.

See Appendix B for examples of the interest change adjustment calculation.

ANNUITY PROVISIONS
The Accumulated Value on the Annuity Date, less any applicable administration
charges, interest change adjustment, surrender charge and premium tax will be
applied to an Annuity Option. If the Annuity Date of the Contract occurs within
the first three Contract Years, surrender charges may be deducted upon
annuitization. Currently, we assess surrender charges only if Annuity Option 4
(Income for a Fixed Period) is chosen with Annuity Payments lasting for a period
of less than ten years.

ANNUITY DATE
Annuity Payments will begin under the Contract on the Annuity Date, unless the
Contract has been surrendered or the proceeds have been paid to the designated
Beneficiary prior to that date. The Annuity Date will be the later of the first
day of the first month following the Annuitant's 85th birthday or upon
completion of five Contract Years. Under certain qualified arrangements,
distributions may be required before the Annuity Date.

The Contract Owner may change the Annuity Date. An Annuity Date may be changed
only by Written Request during the Annuitant's lifetime, and such a request must
reach the Annuity Service Office at least thirty days before (1) the then
current Annuity Date, and (2) the new Annuity Date. The new Annuity Date must be
no later than the Annuity Date as defined in the paragraph above.

ANNUITY OPTIONS

(A) ELECTION OF ANNUITY OPTIONS

The Annuity Option may be elected or changed if the Annuity Option was not
irrevocable by Written Request, provided the Annuitant is still alive. This
election must be made no later than thirty days prior to the Annuity Date.

The Annuity Options selected may be either variable, fixed, or a combination of
the two. In the absence of an election to the contrary, Annuity Payments will be
made as a Life Annuity with 120 Monthly Payments Guaranteed (Option 2 below);
that portion of Accumulated Value in the Divisions of the Separate Accounts will
be applied to provide variable Annuity Payments and that portion of Accumulated
Value in the Fixed Account will be applied to provide fixed Annuity Payments.

The minimum amount which may be applied under an option will be based upon our
rules at the time the option becomes effective (or as required by law). Our
current rules state that the minimum amount which may be applied under an option
is $5,000 and the minimum Annuity Payment is $50. If the Accumulated Value is
less than $5,000 when the Annuity Date arrives, General American will make a
lump sum payment of such amount to the Contract Owner. If at any time payments
are, or become less than $50, General American has the right to change the
frequency of payments to intervals that will result in payments of at least $50.

(B) THE OPTIONS AVAILABLE

OPTION 1 -- LIFE ANNUITY -- An annuity payable in monthly, quarterly,
semi-annual or annual payments during the lifetime of the Annuitant, ceasing
with the last installment due prior to the death of the Annuitant. SINCE THERE
IS NO PROVISION FOR A MINIMUM NUMBER OF PAYMENTS UNDER THIS ANNUITY OPTION, THE
PAYEE WOULD RECEIVE ONLY ONE PAYMENT IF THE ANNUITANT DIED PRIOR TO THE DUE DATE
OF THE SECOND PAYMENT, TWO PAYMENTS IF THE ANNUITANT DIED PRIOR TO THE DUE DATE
OF THE THIRD PAYMENT, ETC.

OPTION 2 -- LIFE ANNUITY WITH 60, 120, 180, OR 240 MONTHLY PAYMENTS GUARANTEED
- -- An annuity payable monthly, quarterly, semi-annual, or annual payments during
the lifetime of the Annuitant, with the guarantee that if, at the death of the
Annuitant, payments have been made for less than 60 months, 120 months, 180
months, or 240 months, as elected, payments will be continued to the Beneficiary
during the remainder of the elected period.

OPTION 3 -- JOINT AND SURVIVOR INCOME FOR LIFE -- An annuity payable monthly,
quarterly, semi-annual, or annual payments while both the Annuitant and a second
person remain alive, and thereafter during the remaining lifetime of the
survivor, ceasing with the last installment due prior to the death of the
survivor. If the primary payee dies after payments begin, full payments or
payments of 1/2 or 2/3, (whichever you elected when applying for this option)
will continue to the other payee during his or her lifetime. SINCE THERE IS NO
PROVISION FOR A MINIMUM NUMBER OF PAYMENTS UNDER ANNUITY OPTION 3, THE PAYEES
WOULD RECEIVE ONLY ONE PAYMENT IF BOTH THE ANNUITANT AND THE SECOND PERSON DIED
PRIOR TO THE DUE DATE OF THE

Prospectus Page 26
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SECOND PAYMENT, TWO PAYMENTS IF THEY DIED PRIOR TO THE DUE DATE OF THE THIRD
PAYMENT, ETC.

OPTION 4 -- INCOME FOR A FIXED PERIOD -- An annuity payable in annual,
semiannual, quarterly, or monthly payments over a specified number of years, not
less than five nor more than thirty. When a variable annuity basis is selected,
a mortality and expense risk charge continues to be assessed, even though
General American incurs no mortality risk under this option.

Payments under an Annuity Option will be calculated using the effective annual
rate of 4% compounded annually. The mortality table used in determining payments
paid under life income options is the 1983 Individual Annuitant Mortality Table
A. In using this mortality table, ages of Annuitants will be reduced by one year
for Annuity Dates occurring during the 1990s, reduced two years for Annuity
Dates occurring during the decade 2000-2009, and so on.

Life income options are based on the Annuitant's sex and age nearest birthday on
the Annuity Date. We have the right to require satisfactory proof of age and
sex. If age or sex has been incorrectly stated, the proper adjustments in
payments will be made. We may also require proof that the Annuitant is living on
any payment due date.

(D) VALUE OF VARIABLE ANNUITY PAYMENTS

For the variable portion of an Annuity Option, the amounts applied to the
annuity are used to purchase Annuity Units in the selected Divisions. The number
of Annuity Units purchased in each Division is calculated as the dollar amount
of the first Annuity Payment provided by proceeds from that Division divided by
the Annuity Unit value for the Division as of the Annuity Date. On any payment
date, the amount of payment from each Division is calculated as the number of
Annuity Units for the Division times the Annuity Unit value for the Division as
of the payment date, less any applicable administration charges.

Although the value of variable Annuity Payments will reflect the performance of
the Divisions, we guarantee that the dollar amount of variable Annuity Payments
will not be adversely affected by our actual expense and mortality results. The
annuity tables that are contained in the Contract, and are used to calculate the
value of variable Annuity Payments, are based on an assumed annual interest rate
of 4% per year. If the actual net investment experience exactly equals the
assumed interest rate, then the variable Annuity Payments will remain the same
(equal to the first Annuity Payment). However, if actual investment experience
exceeds the assumed interest rate, the variable Annuity Payments will increase;
conversely, they will decrease if the actual experience is lower.

The value of all payments (both fixed and variable) will be greater for shorter
monthly payment guarantee periods than for longer monthly payment guarantee
periods, and greater for life annuities than for joint and survivor annuities,
because they are expected to be made for a shorter period.

The method of computation of variable Annuity Payments is described in more
detail in the Statement of Additional Information.

DEFERMENT OF PAYMENT
Payment of any cash withdrawal or lump sum death benefit due from a Division
will be made within seven days from the date the election becomes effective,
except that General American may be permitted to defer such payment: (1) for any
period (a) during which the NYSE is closed other than customary weekend and
holiday closing or (b) during which trading on the NYSE is restricted (as
determined or required by the SEC); (2) for any period during which an emergency
exists (as determined by the SEC) as a result of which (a) disposal of
securities held by the Fund is not reasonably practicable, or (b) it is not
reasonably practicable to determine the value of the net assets of the Fund; or
(3) for such other periods as the SEC may by order permit for the protection of
investors.

General American may defer payment of any cash withdrawal or lump sum death
benefit due from the Fixed Account for a period not to exceed six months.

THE BENEFICIARY
The Beneficiary is the person or legal entity that may receive benefits under
the Contract in the event of the Annuitant's or contract Owner's death. (See
"Death Benefits"). The original Beneficiary is named in the Contract
Application. Subject to any assignment of a Contract, the Beneficiary
designation may be changed by the Contract Owner during the lifetime of the
Annuitant by the filing of a Written Request acceptable to General American at
its Annuity Service Office. If Annuity Option 3 (Joint and Survivor Income for
Life) is selected, the designation of the second Annuitant may not be changed
after Annuity Payments begin. If the beneficiary designation is changed, General
American reserves the right to require that the

Prospectus Page 27
<PAGE>

Contract be returned for endorsement. A Beneficiary who becomes entitled to
receive benefits under the Contract may also designate, in the same manner, a
second Beneficiary to receive any benefits which may become payable under the
Contract to him or her by reason of the primary Beneficiary's death. If a
Beneficiary has not been designated by the Contract Owner or if a Beneficiary so
designated is not living on the date a lump sum death benefit is payable or on
the date any Annuity Payments are to be made, the Beneficiary shall be the
Contract Owner's estate.

DEATH BENEFIT
In every case of death, General American must receive proof of the death of the
Contract Owner or Annuitant before it is obliged to act.

(A) DEATH OF A CONTRACT OWNER WHO IS THE ANNUITANT

If a Contract Owner dies prior to the Annuity Date, and if the Contract Owner's
surviving spouse is the Beneficiary, the spouse may elect to continue the
Contract as the new owner and the death benefit, if more than the Accumulated
Value, will be paid to the surviving spouse by crediting the Contract with an
amount equal to the difference between the death benefit and the Accumulated
Value. If the Contract Owner's surviving spouse is not the Beneficiary, the
death benefit will become payable to the Beneficiary.

If a Contract Owner dies on or after the Annuity Date, no death benefit will be
payable under the Contract except as may be provided under the Annuity Option
elected.

(B) DEATH OF A CONTRACT OWNER WHO IS NOT THE ANNUITANT

If a Contract Owner dies prior to the Annuity Date, and if the Contract Owner's
surviving spouse is the Annuitant, the spouse may elect to continue the Contract
as the new owner. If the Contract Owner's surviving spouse is not the Annuitant,
the Accumulated Value, less any applicable administration fees, interest change
adjustment, or surrender charge, will be distributed to the Beneficiary.

If a Contract Owner dies on or after the Annuity Date, no death benefit will be
payable under the Contract.

If the Annuitant dies prior to the Annuity Date and before a Contract Owner, the
death benefit will become payable to the Beneficiary. The Beneficiary may elect
to receive these benefits through one of the Annuity Options available under the
Contract or in a single lump sum. If an election is not made by Written Request
within one year after the death of the Annuitant, the death benefit will be paid
in a single lump sum.

If the Annuitant dies on or after the Annuity Date, no death benefit will be
payable under the Contract except as may be provided under the Annuity Option
elected.

(D) OTHER PROVISIONS

Except as otherwise provided above, payments made under the death benefit
provisions will be made in one lump sum and must be made within five (5) years
after the date of death of the Contract Owner or Annuitant. The death benefit
will be paid or credited within seven days of receipt at the Annuity Service
Office of due proof of death and a Written Request for payment, except as we may
be permitted to defer such payment in accordance with the Investment Company Act
of 1940 and applicable state insurance law.

If, however, the Contract Owner or the Beneficiary makes a written choice of one
of the two options described below, and if such choice is clear to General
American, the Company will treat the proceeds as the Contract Owner or the
Beneficiary has chosen. The two options are:

(i) Leave the proceeds of the Contract with General American. The entire
Accumulated Value must be paid in a lump sum to the Beneficiary before the end
of the fifth year after the Contract Owner's or Annuitant's death.

(ii) Apply the proceeds to create an immediate annuity for the Beneficiary, who
will be the owner and Annuitant. Payments under the annuity, or under any other
method of payment General American makes available, must be for the life of the
Beneficiary, or for a number of years that is not more than the life expectancy
of the Beneficiary (as determined for Federal tax purposes) at the time of the
Contract Owner's death, and must begin within one year after the Contract
Owner's or Annuitant's death.

AMOUNT OF DEATH BENEFIT

The death benefit will be the appropriate option as described in either (I) or
(II) below. The death benefit is determined as of the date due proof of death,
Written Request for payment, and all other requirements have been received at
the Company's Annuity Service Office.

Prospectus Page 28
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(I) If the Date of Issue is prior to the Annuitant's 80th birthday, the death
benefit will be the amount described below, less any applicable interest
change adjustment and administrative charges:

(A) For Contracts with a Date of Issue before January 1, 1996, the death
benefit during the Contract Year ending in 1997 will be the greater of
(a) the sum of all net purchase payments made, less any amounts deducted
through partial withdrawals; or (b) the Accumulated Value. Thereafter,
the death benefit will be the greater of (a) the death benefit reset
amount described hereafter; or (b) the Accumulated Value. The first
death benefit reset will occur on the last day of the Contract Year
ending in 1997.

(B) For Contracts with a Date of Issue on or after January 1, 1996, the
death benefit during the first Contract Year is the greater of (a) the
sum of all net purchase payments made, less any amounts deducted through
partial withdrawals; or (b) the Accumulated Value. Thereafter, the death
benefit will be the greater of (a) the death benefit reset amount; or
(b) the Accumulated Value. The first death benefit reset will occur on
the last day of the first Contract Year.

(II) If the Date of Issue is on or after the Annuitant's 80th birthday, the
death benefit will be the Accumulated Value, less any applicable interest
change adjustment, surrender charge or administrative charges.

DEATH BENEFIT RESET

The first death benefit reset amount will be the greater of (a) the Accumulated
Value on the last day of the Contract Year; or (b) the sum of all net purchase
payments made, less any amounts deducted through partial withdrawals. Each
subsequent death benefit reset amount will be the greater of (a) the Accumulated
Value on the last day of the Contract Year; or (b) the prior death benefit reset
amount, plus any net purchase payments and less any amounts deducted through
partial withdrawals since then. If the Date of Issue is prior to the Annuitant's
75th birthday, the death benefit reset will occur every year until the
Annuitant's 80th birthday. Thereafter the death benefit reset will occur every
six Contract Years, measured from the Date of Issue. If the Date of Issue is on
or after the Annuitant's 75th birthday, the death benefit reset will occur every
year until the Annuitant's 80th birthday. Thereafter the death benefit reset
will no longer occur.

CONTRACTS ISSUED UNDER SECTION 401/457 OF THE CODE

If the Annuitant dies prior to the Annuity Date the death benefit will equal the
accumulated value, less any applicable interest change adjustment, surrender
charge, or administrative charges for Contracts issued under Section 401 or 457
of the Code with multiple participants.

ASSIGNMENTS AND CHANGES OF OWNERSHIP
With respect to nonqualified individual Contracts, an assignment or change in
ownership of the Contract or of any interest in it will not bind General
American unless (1) it is made in a written instrument, (2) the original
instrument or a certified copy is filed at our Annuity Service Office, and (3)
we send the Contract Owner a receipt. General American is not responsible for
the validity of any assignment. If a claim is based on an assignment or change
of ownership, proof of interest of the claimant may be required. A valid
assignment will take precedence over any claim of a Beneficiary. Any amounts due
under a valid assignment will be paid in one lump sum.

With respect to all other Contracts, the Contract Owner may not transfer, sell,
assign, discount, or pledge a Contract for a loan or a security for the
performance of an obligation or any other purpose, to any person other than to
us at our Annuity Service Office.

Any request received by the Company which is not specifically addressed in an
assignment document must be in writing and signed by both the assignor and the
assignee.

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FEDERAL TAX MATTERS

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THE FOLLOWING DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE

INTRODUCTION
The following discussion is a general description of the Federal income tax
considerations relating to the Contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the situations in which a person may be entitled to or may receive a
distribution under the Contract. Any person concerned about these tax
implications should consult a competent tax adviser before initiating any
transaction. The 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 the
continuation of the present Federal income tax laws or of the current
interpretation by the Internal Revenue Service. Moreover, no attempt has been
made to consider any applicable state or other tax laws.

The Contract may be purchased on a nonqualified basis ("Nonqualified Contract")
or purchased and used in connection with plans qualifying for favorable tax
treatment ("Qualified Contract"). Qualified Contracts are intended to be
purchased in connection with plans entitled to special income tax treatment
under Sections 401, 408, and 457 of the Code or as tax sheltered annuities under
Section 403(b) of the Code. The ultimate effect of Federal income taxes on the
amounts held under a Contract or Annuity payments, and on the economic benefit
to the Contract Owner, the Annuitant, or the Beneficiary depends on the type of
retirement plan, and on the tax and employment status of the individual
concerned. In addition, certain requirements must be satisfied in purchasing a
Qualified Contract and receiving distributions from a Qualified Contract in
order to continue receiving favorable tax treatment. Therefore, purchasers of
Qualified Contracts should seek competent legal and tax advice regarding the
suitability of the Contract for their situation, the applicable requirements,
and the tax treatment of the rights and benefits of the Contract. The following
discussion assumes that a Qualified Contract is purchased with proceeds from
and/or contributions under retirement plans that qualify for the intended
special Federal income tax treatment.

TAXATION OF GENERAL AMERICAN
General American is taxed as a life insurance company under Part I of Subchapter
L of the Code. Since the operations of the Separate Accounts form a part of
General American, they will not be taxed separately as a "regulated investment
company" under Subchapter M of the Code. Investment income and realized capital
gains are automatically applied to increase reserves under the Contract. Under
existing Federal income tax law, General American believes that the investment
income and realized net capital gains of the Separate Accounts will not be taxed
to the extent that such income and gains are applied to increase the reserves
under the Contract.

Accordingly, General American does not anticipate that it will incur any Federal
income tax liability attributable to the Separate Accounts and, therefore,
General American does not intend to make provisions for any such taxes. However,
if changes in the Federal tax laws or interpretations thereof result in General
American being taxed on income or gains attributable to the Separate Accounts,
then General American may impose a charge against the Separate Accounts (with
respect to some or all Contracts) in order to set aside amounts to pay such
taxes.

TAX STATUS OF THE CONTRACTS

(A) DIVERSIFICATION

Section 817(h) of the Code requires that with respect to Nonqualified Contracts,
the investments of the Divisions be "adequately diversified" in accordance with
Treasury Department regulations in order for the Contracts to qualify as annuity
contracts under Federal tax law. The Separate Accounts, through the Funds,
intend to comply with the diversification requirements prescribed by the
Treasury Department in Treas. Reg. Sec. 1.817-5.

(B) INVESTOR CONTROL

The Treasury Department has from time to time suggested that under some
circumstances the owner of a variable contract will be deemed to be in

Prospectus Page 30
<PAGE>

control over the investments of a separate account supporting the contract,
which may cause the owner, rather than the insurance company, to be treated as
the owner of the assets in the separate account. If a contract owner is
considered the owner of the assets of a separate account, income and gains from
that account would be included in the owner's gross income. The Treasury
Department also has stated on past occasions that it will issue regulations or
rulings addressing this issue.

The ownership rights under the Contract are different in certain respects from
those described by the IRS in rulings in which it was determined that Contract
Owners were not owners of separate account assets. For example, a Contract owner
has the choice of more Divisions and narrower investment strategies in which to
allocate net purchase Payments and Accumulation Value, and may be able to
transfer among Divisions more frequently than in such rulings. These differences
could result in a Contract Owner being treated as the owner of the assets of the
Separate Account. In addition, General American does not know what standards
will be set forth, if any, in the additional regulations or rulings which the
Treasury Department has stated it expects to issue. General American therefore
reserves the right to modify the Contract as necessary to attempt to prevent a
Contract Owner from being considered the owner of a pro rata share of the assets
of the Separate Accounts.

In order to be treated as an annuity contract for Federal income tax purposes,
Section 72(s) of the Code requires any Nonqualified Contract to provide that (a)
if any Contract Owner dies on or after the Annuity Date but prior to the time
the entire interest in the Contract has been distributed, the remaining portion
of such interest will be distributed at least as rapidly as under the method of
distribution being used as of the date of that Contract Owner's death; and (b)
if any Contract Owner dies prior to the Annuity Date, the entire interest in the
Contract will be distributed within five years after the date of that Contract
Owner's death. These requirements will be considered satisfied as to any portion
of the Contract Owner's interest which is payable to or for the benefit of a
"designated beneficiary" and which is distributed over the life of such
"designated beneficiary" or over a period not extending beyond the life
expectancy of that beneficiary, provided that such distributions begin within
one year of that Contract Owner's death. The Contract Owner's "designated
beneficiary" is the person or entity designated by such Owner as a Beneficiary
and to whom ownership of the Contract passes by reason of death. If the Contract
Owner's "designated beneficiary" is the surviving spouse of the Contract Owner,
the Contract may be continued with the surviving spouse as the new Owner.

The Nonqualified Contracts contain provisions which are intended to comply with
the requirements of Section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. General American intends
to review such provisions and modify them if necessary to assure that they
comply with the requirements of Code Section 72(s) when clarified by regulation
or otherwise. There are other rules that apply to Qualified Contracts.

The following discussion is based on the assumption that the Contract qualifies
as an annuity contract for Federal income tax purposes.

TAXATION OF ANNUITIES

(A) IN GENERAL

Section 72 of the Code governs taxation of annuities in general. General
American believes that a Contract Owner who is a natural person generally is not
taxed on increases in the value of a Contract until distribution occurs by
withdrawing all or part of the account value (e.g., partial withdrawals,
surrenders, or Annuity Payments under the Annuity Option elected). For this
purpose, the assignment, pledge, or agreement to assign or pledge any portion of
the account value (and in the case of a Qualified Contract, any portion of an
interest in the qualified plan) generally will be treated as a distribution. The
taxable portion of a distribution (in the form of a single sum payment or an
annuity) is taxable as ordinary income. Any Contract Owner who is not a natural
person generally must include in income any increase in the excess of the
Contract's account value over the "investment in the Contract" (discussed below)
during the taxable year. There are some exceptions to this rule and a
prospective Contract Owner that is not a natural person may wish to discuss
these with a competent tax adviser.

The following discussion generally applies to a Contract owned by a natural
person.

(B) WITHDRAWALS AND SURRENDERS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the "investment in
the Contract" to the individual's total accrued benefit or the balance under the
retirement

Prospectus Page 31
<PAGE>

plan. The "investment in the Contract" generally equals the amount of any
premium payments paid by or on behalf of any individual with after-tax dollars.
For a Contract issued in connection with qualified plans, the "investment in the
Contract" can be zero. Special tax rules may be available for certain
distributions from a Qualified Contract.

With respect to Nonqualified Contracts, partial withdrawals, including any
withdrawals under the systematic withdrawal plan, are generally treated as
taxable income to the extent that the account value immediately before the
withdrawal exceeds the "investment in the Contract" at that time. Full
surrenders are treated as taxable income to the extent that the amount received
exceeds the "investment in the Contract."

The account value is subject to an interest change adjustment upon a withdrawal
or surrender. There is no definitive guidance on the proper tax treatment of
such an adjustment, and the Contract Owner should contact a competent tax
adviser with respect to the potential tax consequences of an interest change
adjustment.

Although the tax consequences may vary depending on the Annuity Payment elected
under the Contract, in general, only the portion of the Annuity Payment that
represents the amount by which the Accumulated Value exceeds the "investment in
the Contract" will be taxed; after the investment in the Contract is recovered,
the full amount of any additional Annuity Payments is taxable. Special rules may
apply to Qualified Contracts.

For variable Annuity Payments, the taxable portion is generally determined by an
equation that establishes a specific dollar amount of each payment that is not
taxed. The dollar amount is determined by dividing the "investment in the
Contract" by the total number of expected periodic payments. However, the entire
distribution will be taxable once the recipient has recovered the dollar amount
of his or her "investment in the Contract."

For fixed Annuity Payments, in general, there is no tax on the portion of each
payment which represents the same ratio that the "investment in the Contract"
bears to the total expected value of the Annuity Payments for the term of the
payments; however, the remainder of each Annuity Payment is taxable. In all
cases, after the "investment in the Contract" is recovered, the full amount of
any additional Annuity Payment is taxable.

(D) PENALTY TAX

In the case of a distribution pursuant to a Nonqualified Contract, there may be
imposed a Federal penalty tax equal to 10% of the amount treated as taxable
income. In general, however, there is no penalty tax on distributions: (1) made
on or after the date on which the Contract Owner attains age 59 1/2; (2) made as
a result of death or disability of the Contract Owner; (3) received in
substantially equal periodic payments as a life annuity or a joint and survivor
annuity for the lives or life expectancies of the Contract Owner and a
"designated beneficiary;" (4) from a qualified plan* (5) allocable to investment
in the Contract before August 14, 1982; (6) under a qualified funding asset (as
defined in Code Section 130(d)); or (7) under an immediate annuity (as defined
in Code Section (u)(4)).

*Other tax penalties may apply to certain distributions under a Qualified
Contract, including a penalty similar to the penalty for distributions from
Nonqualified Contracts described above.

(E) TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a Contract because of the death of a Contract
Owner or an Annuitant. Generally, such amounts are includable in the income of
the recipient as follows: (1) if distributed in a lump sum, they are taxed in
the same manner as a full surrender of the Contract, as described above, or (2)
if distributed under an annuity option, they are taxed in the same manner as
annuity payments as described above. For these purposes, the investment in the
contract is not affected by the owner's or annuitant's death. That is, the
investment in the contract remains the amount of any purchase payments paid
which were not excluded from gross income.

(F) TRANSFERS, ASSIGNMENTS OR EXCHANGES OF THE CONTRACT

In general, a transfer of ownership of a Contract, the collateral assignment of
a Contract, the designation of an Annuitant or Beneficiary who is not also the
Contract Owner, or the exchange of a Contract may result in certain tax
consequences to the Contract Owner. For example, when a Contract is assigned as
collateral for a loan, the entire excess of the Contract's account value over
the investment in the contract becomes taxable as ordinary income, and, if the
Contract Owner is under the age of 59 1/2, a penalty tax equal to 10% of the
taxable amount may also be imposed. Increases in the value of a Contract that
has been assigned will continue to be taxable annually to the Contract Owner
until the assignment is released. Any Contract Owner contemplating any such
transfer,

Prospectus Page 32
<PAGE>

assignment, designation, or exchange should contact a competent tax adviser for
advice with respect to the potential tax effects of such a transaction.

(G) MULTIPLE CONTRACTS

All Nonqualified annuity contracts that are issued by General American (or its
affiliates) to the same Contract Owner during any calendar year are treated as
one annuity contract for purposes of determining the amount includable in gross
income under Section 72(e) of the Code. In addition, the Treasury Department has
specific authority to issue regulations that prevent the avoidance of Section
72(e) through the serial purchase of annuity contracts or otherwise.

(H) WITHHOLDING

Pension and annuity distributions generally are subject to withholding from the
recipient's Federal income tax liability at rates that vary according to the
type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. Different rules may apply to United States citizens or
expatriates living abroad and, effective January 1, 1993, to certain
distributions under Qualified Contracts. In addition, some states have enacted
legislation requiring withholding.

(I) POSSIBLE CHANGES IN TAXATION

In past years, legislation has been proposed that would have adversely modified
the Federal taxation of certain annuities. For example, one such proposal would
have changed the tax treatment of non-qualified annuities that did not have
"substantial life contingencies" by taxing income as it is credited to the
annuity. Although as of the date of this Prospectus Congress is not considering
any legislation regarding the taxation of annuities, there is always the
possibility that the tax treatment of annuities could change by legislation or
other means (such as the IRS regulations, revenue rulings, judicial decisions,
etc.). Moreover, it is also possible that any change could be effective prior to
the date of any such change.

(J) OTHER TAX CONSEQUENCES

As noted above, the foregoing discussion of the Federal income tax consequences
under the Contract is not exhaustive and special rules are provided with respect
to other tax situations not discussed in the Prospectus. Further, the Federal
income tax consequences discussed here reflect General American's understanding
of current law and the law may change. Federal estate and state and local
estate, inheritance, and other tax consequences of ownership or receipt of
distributions under the Contract depend on the individual circumstances of each
Contract Owner or recipient of the distribution. A competent tax adviser should
be consulted for further information.

(K) QUALIFIED CONTRACTS

The Qualified Contract is designed for use with several types of retirement
plans. The tax rules applicable to participants and beneficiaries in retirement
plans vary according to the type of plan and the terms and conditions of the
plan. Special favorable tax treatment may be available for certain types of
contributions and distributions. Adverse tax consequences may result from
contributions in excess of specified limits; distributions prior to age 59 1/2
(subject to certain exceptions); distributions that do not conform to specified
commencement and minimum distribution rules; aggregate distributions in excess
of a specified annual amount; and in other specified circumstances. We make no
attempt to provide more than general information about use of the Contracts with
the various types of retirement plans. Owners and participants under retirement
plans, as well as Annuitants and Beneficiaries, are cautioned that the rights of
any person to any benefits under Qualified Contracts may be subject to the terms
and conditions of the plans themselves, regardless of the terms and conditions
of the Contract issued in connection with such a plan. Some retirement plans are
subject to distribution and other requirements that are not incorporated in the
administration of the Contracts. Contract Owners are responsible for determining
that contributions, distributions and other transactions with respect to the
Contracts satisfy applicable law. Purchasers of Contracts for use with any
retirement plan should consult a competent legal counsel and tax adviser
regarding the suitability of the Contract.

INDIVIDUAL RETIREMENT ANNUITIES AND ACCOUNTS
The Contract is designed for use with individual retirement annuities and
individual retirement accounts. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
individual retirement annuity or individual retirement account (each hereinafter
referred to as "IRA"). Also, distributions from certain other types of qualified
plans may be "rolled over" on a tax-deferred basis into an IRA. The sale of a
Contract for use with an IRA may be subject to special disclosure requirements
of the Internal Revenue Service. Purchasers of the

Prospectus Page 33
<PAGE>

Contract for use with IRAs will be provided with supplemental information
required by the Internal Revenue Service or other applicable agency. Such
purchasers will have the right to revoke their purchase within seven days of the
earlier of the establishment of the IRA or their purchase. If a Qualified
Contract is issued in connection with an employer's Simplified Employee Pension
("SEP") or Simple Retirement Account ("SIMPLE") plan, Contract Owners,
Annuitants and Beneficiaries are cautioned that the rights of any person to any
benefits under employer plans may be subject to the terms and conditions of the
plans themselves, regardless of the terms and conditions of the Contract. A
Qualified Contract will be amended as necessary to conform to the requirements
of the Code.

CODE SECTION 403(b) PLANS
Under Code Section 403(b), payments made by public school systems and certain
tax exempt organizations to purchase annuity contracts for their employees are
excludable from the gross income of the employee, subject to certain
limitations. However, these payments may be subject to FICA (Social Security)
taxes.

Code Section 403(b)(11) restricts the distribution under Code Section 403(b)
annuity contracts of: (1) elective contributions made in years beginning after
December 31, 1988; (2) earnings on those contributions; and (3) earnings in such
years on amounts held as of the last year beginning before January 1, 1989.
Distribution of those amounts may only occur upon death of the employee,
attainment of age 59 1/2, separation from service, disability, or financial
hardship. Income attributable to elective contributions may not be distributed
in the case of hardship. Distributions prior to age 59 1/2 due to separation
from service or financial hardship are subject to the nondeductible 10% penalty
tax for premature distributions, in addition to income tax.

The 1940 Act has distribution requirements which differ from the requirements of
Code Section 403(b) set forth above. However, these Contracts are being offered
in reliance upon, and in compliance with, the provisions of no-action letter
number IP-6-88 issued by the Securities and Exchange Commission to the American
Council of Life Insurance. The no action letter allows the Separate Account to
apply the restrictions created by Code Section 403(b)(11) as long as specified
steps, such as this disclosure, are taken to ensure that Contract Owners are
aware of the Code restrictions. General American believes it is in compliance
with the provisions of the no-action letter.

CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS
Code Section 401(a) permits employers to establish various types of retirement
plans for employees, and permit self-employed individuals to establish
retirement plans for themselves and their employees. These retirement plans may
permit the purchase of the Contracts to provide benefits under the plans.
Adverse tax consequences to the plan, to the participant or to both may result
if this Contract is assigned or transferred to any individual as a means to
provide benefit payments.

DEFERRED COMPENSATION PLANS

Code Section 457 provides for certain deferred compensation plans. These plans
may be offered with respect to service for state governments, local governments,
political subdivisions, agencies, instrumentalities and certain affiliates of
such entities, and tax exempt organizations. With respect to non-governmental
Section 457 plans, all investments are owned by the sponsoring employer and are
subject to the claims of the general creditors of the employer. Distributions
are taxable in full. Depending on the terms of the particular plan, the employer
may be entitled to draw on deferred amounts for purposes unrelated to its
Section 457 plan obligations. These plans are subject to various restrictions on
contributions and distributions.

RESTRICTIONS UNDER QUALIFIED CONTRACTS
Other restrictions with respect to the election, commencement, or distribution
of benefits may apply under Qualified Contracts or under the terms of the plans
in respect of which Qualified Contracts are issued.

Prospectus Page 34
<PAGE>

VOTING RIGHTS

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

To the extent required by law, the GT Global Variable Investment Fund shares
held in the Divisions of the Separate Accounts will be voted by General American
at shareholder meetings of such Funds in accordance with instructions received
from persons having voting interests in the corresponding Divisions of the
Separate Accounts. The Contract Owner holds a voting interest in each Division
to which the Accumulated Value is allocated or from which Annuity Payments are
generated. If, however, the 1940 Act or any regulation thereunder should be
amended, or if the present interpretation thereof should change, and, as a
result, General American determines that it is allowed to vote the Fund shares
in its own right, General American may elect to do so.

The number of votes which are available to a Contract Owner will be calculated
separately for each Division of the Separate Accounts. That number will be
determined by applying the Contract Owner's percentage interest, if any, in a
particular Division to the total number of votes attributable to the Division.

The number of votes is equal to the number of dollars: (a) during the
accumulation period, in the Accumulated Value attributable to a Division divided
by the net asset value of a share of the corresponding Fund; and (b) during the
annuity period, in the reserve credited to the Annuity Units held in the
Division(s) under the variable Annuity Option in effect divided by the net asset
value of a share of the corresponding Fund. Generally, during the annuity period
the number of votes applicable to the Annuitant will decrease.

At most Fund shareholder meetings, votes may be cast in person or by proxy and
fractional votes will be counted.

The number of votes of a Division which are available will be determined as of
the date established by the corresponding Fund for determining shareholders
eligible to vote at the meeting. This determination will include any other
separate accounts investing in the Fund. Voting instructions will be solicited
by written communication from us prior to such meeting in accordance with
procedures established.

Fund shares as to which no timely instructions are received or shares held by
General American as to which Contract Owners have no beneficial interest will be
voted in proportion to the voting instructions which are received with respect
to all Contracts participating in that Fund. Voting instructions to abstain on
any item to be voted upon will be applied on a pro rata basis to reduce the
votes eligible to be cast.

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

To the extent that General American, as shareholder of the Funds, is entitled to
vote any Fund's interest in the Funds held by the Separate Accounts, it will do
so on the same basis as described above.

Prospectus Page 35
<PAGE>

PRINCIPAL UNDERWRITER

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

GT Global, Inc. ("GT Global") is the principal underwriter of the Contracts. GT
Global's address is 50 California Street, 27th Floor, San Francisco, California
94111. GT Global will pay distribution compensation to selling broker/dealers in
varying amounts which under normal circumstances are not expected to exceed
5.25% of Purchase Payments for such Contracts, plus 0.25% of the contract value
in all Divisions per year. As an alternative, GT Global may pay distribution
compensation to selected broker/dealers in amounts which are not expected to
exceed 6.00% of Purchase Payments for such Contracts, with no residual payments.

Any Guarantee Period beginning after December 31, 1995, will not be included in
the contract value upon which the percent of asset commissions are determined.
Any Guaranteed Period that began on or before December 31, 1995, will be
included in the contract value upon which the percent of asset commissions are
determined.

Commissions are reduced for contracts issued when the Annuitant's age at Date of
Issue is greater than or equal to attained age 80. From time to time, additional
sales incentives may be provided to selected broker/dealers. In 1996, General
American paid $3,795,056 to GT Global.

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

FINANCIAL STATEMENTS

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

The financial statements for General American and both Separate Accounts
Twenty-Eight and Twenty-Nine (as well as the auditors' reports thereon) are
included in the Statement of Additional Information.

Prospectus Page 36
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

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

A Statement of Additional Information is available which contains more details
concerning the subjects discussed in this Prospectus. The following is the Table
of Contents for that Statement:

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

TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
Page
---------
<S> <C>
THE CONTRACTS............................................................................. S-3
Computation of Variable Annuity Income Payments......................................... S-3
(a) Value of an Annuity Unit.......................................................... S-3
(b) Amount of First Installment....................................................... S-3
(c) Values of Annuity Installments.................................................... S-4
Yield and Performance Calculations...................................................... S-4
(a) Money Market Yield................................................................ S-4
(b) Yields of Other Divisions......................................................... S-6
(c) Total Return...................................................................... S-7
(d) Effect of the Annual Contract Fee................................................. S-8
GENERAL MATTERS........................................................................... S-9
Participating........................................................................... S-9
Incorrect Age or Sex.................................................................... S-10
Annuity Data............................................................................ S-10
Annual Reports.......................................................................... S-10
Incontestability........................................................................ S-10
Ownership............................................................................... S-10
DISTRIBUTION OF THE CONTRACTS............................................................. S-10
SAFEKEEPING OF ACCOUNT ASSETS............................................................. S-11
STATE REGULATION.......................................................................... S-11
RECORDS AND REPORTS....................................................................... S-11
LEGAL PROCEEDINGS......................................................................... S-12
OTHER INFORMATION......................................................................... S-12
</TABLE>

Prospectus Page 37
<PAGE>

APPENDIX A

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

EXAMPLE OF SURRENDER CHARGE CALCULATIONS
This example assumes that the date of the full surrender or partial withdrawal
is during the 10th Contact Year.

EXPLANATION OF COLUMNS IN TABLE

COLUMN 1:

Represents Contract Years

COLUMN 2:

Represents amounts of Net Purchase Payments. Each Net Purchase Payment is made
on the first day of each Contract Year.

COLUMN 3:

Represents the surrender charge percentages imposed on the amounts in Column 2.

COLUMN 4:

Represents the surrender charge imposed on each Net Purchase Payment. It is
determined by multiplying the amount in Column 2 by the percentage in Column 3.

For example, the surrender charge imposed on Net Purchase Payment 7

<TABLE>
<S> <C>
= Net Purchase Payment 7 Column 2 x Net
Purchase Payment 7 Column 3
= $2,000 x 3%
= $60
</TABLE>

FULL SURRENDER
The total of Column 4, $420, represents the total amount of surrender charge
imposed on Net Purchase Payments in this example. No free amount is allowed upon
full surrender. If the Accumulated Value is $30,000, the amount received upon
surrender would be $29,580, less any applicable interest change adjustment or
administrative fees.

PARTIAL WITHDRAWAL
The sum of amounts in Column 4 for as many Net Purchase Payments as are
liquidated reflects the surrender charge imposed in the case of a partial
withdrawal.

If the Accumulated Value is $30,000, $6,000 can be withdrawn without incurring a
surrender charge ("free amount"). This assumes that there have been at least two
Contract Years since January 1, 1996, and no free amounts have been withdrawn in
the prior contract year. The free amount does not reduce premiums still subject
to charge.

For example, if $20,000 were withdrawn, the first $6,000 represents the free
amount. The next $14,000 would be a withdrawal of the first seven Net Purchase
Payments. The amount of surrender charges imposed would be the sum of amounts in
Column 4 for Net Purchase Payments 1, 2, 3, 4, 5, 6, and 7 which is $120.

The amount received would be $19,880, less any applicable interest change
adjustment.

FULL SURRENDER FOLLOWING PARTIAL WITHDRAWAL
The Accumulated Value remaining after the partial withdrawal is $10,000. The
first seven Net Purchase Payments were withdrawn as part of the partial
withdrawal. If the Contract is fully surrendered in the 10th Contract Year after
the partial withdrawal, the remaining three Net Purchase Payments will incur a
surrender charge equal to the sum of the amounts in Column 4 for Net Purchase
Payments 8, 9, and 10, which is $300.

The amount received would be $9,700, less any applicable interest change
adjustment or administrative fees.

Prospectus Page 38
<PAGE>

APPENDIX B

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

EXAMPLE OF INTEREST CHANGE ADJUSTMENT (ICA) CALCULATIONS
The ICA factor is:

ICA = W X .9 X (J-I) X (N/12)

These examples assume the following:

1) the Guarantee Period Amount is allocated to a six year Guarantee Period with
a Guaranteed Interest Rate of 6% or .06

2) the date of surrender is two years from the Expiration Date (N = 24)

3) the original amount applied is $10,000

4) the value of the Guarantee Period Amount on the date of surrender is
$12,624.77

5) no transfers or partial withdrawals affecting this Guarantee Period Amount
have been made

6) a surrender charge, if any, is calculated in the same manner as shown in the
examples in Appendix A

The maximum ICA = 12,624.77 - 10,000 X (1.03)(4) = 1,369.68 which reflects the
minimum accumulation at 3% interest.

EXAMPLE OF A POSITIVE ICA THAT IS NOT CAPPED
Assume that on the date of surrender, the current rate (J) is 7% or .07

The ICA factor

Since the ICA factor of $227.25 is less than the maximum ICA factor, $227.25 is
deducted from the value of the Guarantee Period Amount before the deduction of
any surrender charge.

EXAMPLE OF A POSITIVE ICA THAT IS CAPPED
Assume that on the date of surrender, the current rate (J) is 15% or .15

The ICA factor

Here, since the ICA factor is greater than the maximum ICA, the maximum ICA of
1,369.68 is deducted from the value of the Guarantee Period Amount before the
deduction of any surrender charge.

EXAMPLE OF WHEN THE ICA IS ZERO:
Assume that on the date of surrender the current rate (J) is 5% or .05

The ICA factor

Since the ICA cannot be less than zero, no ICA is applicable.

Prospectus Page 39
<PAGE>

Part B Registration No. 33-54772

GENERAL AMERICAN LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWENTY-EIGHT

STATEMENT OF ADDITIONAL INFORMATION
FOR THE
GENERAL AMERICAN/GT GLOBAL
INDIVIDUAL VARIABLE ANNUITY CONTRACT

Offered by

General American Life Insurance Company
(A Insurance Company domiciled in Missouri)
700 Market Street
St. Louis, Missouri 63101

This Statement of Additional Information expands upon subjects
discussed in the current Prospectus dated 1 May 1997 for the
individual variable annuity contracts ("Contracts" or "Contract"
as syntax requires) offered in conjunction with GT Global
Variable Investment Funds by General American Life Insurance
Company. You may obtain a copy of the Prospectus by calling
1-800-237-6580 or writing to General American Life Insurance
Company, GTG/VA Department, P.O. Box 66821, St. Louis, Missouri
63166-6821. Terms defined in the current Prospectus for the
Contract have the same meanings in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
SHOULD BE READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE
CONTRACT.

Dated 1 May 1997

S-1

<PAGE>

<TABLE>
TABLE OF CONTENTS

<CAPTION>
Page

<S> <C>
THE CONTRACTS . . . . . . . . . . . . . . . . . . . . S-3
Computation of Variable Annuity Income Payments. . . . S-3
(a) Value of an Annuity Unit . . . . . . . . . . S-3
(b) Amount of First Installment. . . . . . . . . S-3
(c) Values of Annuity Installments . . . . . . . S-4
Yield and Performance Calculations . . . . . . . . . . S-4
(a) Money Market Yield . . . . . . . . . . . . . S-4
(b) Yields of other Divisions. . . . . . . . . . S-6
(c) Total Return . . . . . . . . . . . . . . . . S-7
(d) Effect of the Annual Contract Fee. . . . . . S-8
GENERAL MATTERS . . . . . . . . . . . . . . . . . . . S-9
Participating . . . . . . . . . . . . . . . . . . . . S-9
Incorrect Age or Sex . . . . . . . . . . . . . . . . . S-10
Annuity Data . . . . . . . . . . . . . . . . . . . . S-10
Annual Reports . . . . . . . . . . . . . . . . . . . . S-10
Incontestability . . . . . . . . . . . . . . . . . . . S-10
Ownership . . . . . . . . . . . . . . . . . . . . S-10
DISTRIBUTION OF THE CONTRACTS. . . . . . . . . . . . . S-10
SAFEKEEPING OF ACCOUNT ASSETS. . . . . . . . . . . . . S-11
STATE REGULATION . . . . . . . . . . . . . . . . . . . S-11
RECORDS AND REPORTS. . . . . . . . . . . . . . . . . . S-11
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . S-12
OTHER INFORMATION. . . . . . . . . . . . . . . . . . . S-12
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . S-12
</TABLE>

S-2

<PAGE>

THE CONTRACTS

The following provides additional information about the Contracts
which supplements the description in the Prospectus and may be of
interest to the Contract Owners.

COMPUTATION OF VARIABLE ANNUITY INCOME PAYMENTS

(a) COMPUTATION OF THE VALUE OF AN ANNUITY UNIT

The table of contractual guaranteed annuity rates is based on an
assumed interest rate. The assumed interest rate is 4% for all
Contracts.

As a starting point, the value of an annuity unit in each
Division of Separate Account Twenty-Eight and Separate Account
Twenty-Nine was established at $12.00. The value of the annuity
unit at the end of any subsequent business day is determined by
multiplying such value for the preceding business day by the
product of (a) the daily reduction factor (.99989256) once for
each calendar day expiring between the end of the sixth preceding
business day and the end of the fifth preceding business day and
(b) the net investment factor for a Division for the fifth
business day preceding such business day.

These daily reduction factors are necessary to neutralize the
assumed net investment rate built into the annuity tables.
Calculations are performed as of the fifth preceding business day
to permit calculation of amounts and the mailing of checks in
advance of their due date.

This may be illustrated by the following hypothetical example.
Assuming that the net investment factor for the fifth preceding
business day was 1.00176027, and assuming that the annuity unit
value for the preceding business day was $12.20, then the annuity
unit for the current business day is $12.22, determined as
follows:

1.00176027 $12.200000
x.99989256 x 1.00165264

1.00165264 $12.220162208

(b) DETERMINATION OF THE AMOUNT OF THE FIRST ANNUITY INSTALLMENT

When annuity installments begin, the accumulated value of the
Contract is established. This is the sum of the products of the
values of an accumulation unit in each Division of the fifth
business day preceding the annuity commencement date and the
number of accumulation units credited to the Contract as of the
annuity commencement date.

S-3

<PAGE>

The Contract contains tables indicating the dollar amount of the
first annuity installment under each form of variable annuity for
each $1,000 of value of the Contract. The amount of the first
annuity installment depends on the option chosen and the sex (if
applicable) and age of the annuitant.

The first annuity installment from a Division is determined by
multiplying the benefit per $1,000 of value shown in the tables
in the Contract by the number of thousands of dollars of
Accumulated Value of the Contract allocated to the division.

If a greater first installment would result, General American
will compute the first installment on the same mortality basis as
is used in determining such installments under individual
variable annuity contracts then being issued for a similar class
of annuitants.

The dollar amount of the first annuity installment from any
Division, determined as described above, is translated into
annuity units by dividing that dollar amount by the value of an
annuity unit on the due date of the first annuity installment.
The number of annuity units remains fixed and the amount of each
subsequent annuity installment is determined by multiplying this
fixed number of annuity units by the value of an annuity unit on
the date the installment is due.

If, in any month after the first, the application of the above
net investment factors produces a net investment increment
exactly equivalent to the assumed annualized rate of 4%, then the
payment in that month will not change. Since it is unlikely that
the increment will be exactly equivalent, installments will vary
up or down depending upon whether such investment increment is
greater or less than the assumed annualized rate of 4%. A higher
assumption would mean a higher initial annuity payment but a more
slowly rising series of subsequent annuity payments (or a more
rapidly falling series of subsequent annuity payments if the
value of an annuity unit is decreasing). A lower assumption
would have the opposite effect.

YIELD AND PERFORMANCE CALCULATIONS

(a) MONEY MARKET YIELD

Advertisements and sales literature concerning the contracts may
report the "current annualized yield" for the Division of the
Separate Accounts that invests in the GT Global: Money Market
Fund, without taking into account any realized or unrealized
gains or losses on shares in the Fund. The annualized yield is
computed by:

S-4

<PAGE>

(a) determining the net change after 7 days (exclusive of
realized gains and losses on shares of the underlying Fund or on
its respective portfolio securities and unrealized appreciation
and depreciation) in the value of a hypothetical account having a
balance of 1 unit at the beginning of the period; (b) dividing
such net change in account value by the value of the account at
the beginning of the 7-day period to determine the base period
return; and (c) annualizing the result of this division on a
365-day basis.

The net change in account value reflects (1) net income from the
Fund attributable to the hypothetical account; and (2) charges
and deductions imposed under the contract upon the hypothetical
account. The charges and deductions include the per unit charges
for mortality and expense risk, the administrative charge for the
Division, and the annual contract fee. For the purpose of
calculating current yields for a Contract, an average per unit
contract fee is used, as described below. Current yield will be
calculated according to the following formula:

Current Yields = (NCF - ES/UV) x (365/7)

Where:

NCF = the net change in the value of one unit in the
Division (exclusive of realized gains and losses on the sale
of securities and unrealized appreciation and depreciation)
for the 7-day period specified.

ES = per unit expenses for a hypothetical account having one
unit over the 7-day period.

UV = the unit value for the first day of the 7-day period.

General American advertisement and sales literature may also
quote the "effective yield" of the Division investing in the GT
Global: Money Market Fund for the same 7-day period, determined
on a compounded basis. The effective yield is calculated by
compounding the unannualized base period return according to the
following formula:

365/7
Effective Yield = (1+((NCF-ES)/UV)) - 1,

Where:

S-5

<PAGE>

ES = per unit expenses for a hypothetical account having one
unit over the 7-day period.

UV = the unit value for the first day of the 7-day period.

Because of the charges and deductions imposed on units according
to the terms of the Contract, the yield for the Money Market
Division will be lower than the yield for the Fund or the
corresponding Trust which underlie the Division.

Yields on amounts in the Money Market Division will normally
fluctuate on a daily basis. For that reason the yield for any
past period is not an indication nor a representation of future
yields. The actual yield for the Division is affected by changes
in interest rates on money market securities, the average
portfolio maturity of the underlying Fund, the types and
qualities of portfolio securities held by the Fund, and the
operating expenses of the Fund. Yields on amounts held in the
Money Market Division may also be presented for periods other
than seven days.

(b) YIELDS OF OTHER DIVISIONS

Advertisements and sales literature for the Contract may report
the current annualized yield of one or more of the Divisions
(other than the Money Market Division) for a 30-day or one-month
period. The annualized yield of a Division refers to income
generated by the Division during a specified 30-day or one-month
period. Because the yield is annualized, the yield generated by
the Division during the specified period is assumed to be
generated every 30-day or one-month period over a year. The
yield is computed by: (1) dividing the net investment income of
the fund corresponding to the Division less expenses for the
Division for the period by (2) the maximum offering price per
unit of the Division on the last day of the period times the
daily average number of units outstanding for the period; then
(3) compounding that yield for a 6-month period; and then (4)
multiplying that result by 2. Expenses attributable to the
Division include the mortality and expense risk charge, the
administrative charge for the Division, and the annual contract
fee. A contract fee of $2.50 is used to calculate the 30-day or
one-month yield as in the following equation:
6
Yield = 2x((((N1-ES)/(UxUV))+1) - 1)

Where:

NI = net investment income of the Fund for the 30-day or
one-month period in question

ES = expenses of the Division for the 30-day or one-month
period

S-6

<PAGE>

U = the average number of units outstanding

UV = the unit value at the close of the last day in the 30-
day or one-month period

Because of the charges and deductions imposed under the Contracts
(ES in the equation) the yield for a Division will be lower than
the yield for the corresponding Fund.

The yield on amounts in any Division will normally fluctuate.
For that reason yields for any past periods are not indications
nor representations of future yields. The actual yield for a
Division is affected by the type and the quality of the portfolio
securities held in the underlying Fund, and the operating
expenses of the Fund.

Yield calculations do not take surrender charges into account,
but such charges are deducted from amounts greater than ten
percent of the Accumulated Value under a Contract if such amounts
are withdrawn within the first six contract years after they were
deposited.

Advertisement and sales literature for the Contracts may, in
addition to or as an alternative to quoting yield, report "total
return," including the average annual total return for one or
more of the Divisions for various periods of time. General
American will include in references to total return a quote for
the Division's total return since inception until the Division
has been in operation for more than 10 years, after which time a
ten year return will be used instead. Reports on total return
will also include the average annual total return for a Division
for 1 and 5 years when the Division has been in operation for
those periods. Average annual total return for other lengths of
time may also be disclosed.

Average annual total return represents the average annual
compounded rate of return on an initial investment of $1,000 in a
Division as of the last day of the period used for measurement.
Total return quotations will be for periods ending on the last
day of the most recent month possible, given the length of time
it takes to produce advertisements and sales literature. The
period for which total return has been calculated will always be
identified.

Average annual total return will be calculated using Division
unit values calculated on each Business Day based on the
performance of the corresponding underlying Fund, with deductions
for the mortality and expense risk charge, the administrative

S-7

<PAGE>

charge, and the annual contract fee at the rate of $2.50 per
month. The calculation will assume the Contract is surrendered
at the end of the period in question, producing a surrender
charge for periods of six years or less. All of this means total
return can be calculated according to the following formula:

1/N
TR = ((ERV/P) - 1

Where:

TR = the average annual total return net of recurring
Contract charges at the Division level (such as the
mortality and expense risk charge, the administrative
charge, and the annual contract fee).

ERV = the ending redeemable value (net of any applicable
surrender charge) at the end of the period in question for
an account with an initial value of $1,000.

P = a hypothetical initial payment into the Division of
$1,000.

N = the number of years in the period.

General American may also quote total returns in its sales
literature or advertisements that do not reflect the surrender
charge. These are calculated in exactly the same way as the
average annual total returns described above, except that the
ending redeemable value of the hypothetical account is not net of
a surrender charge.

(d) EFFECT OF THE ANNUAL CONTRACT FEE

The Contract provides for the deduction each year of the lesser
of $30 or 2% of an account's value provided the account value is
less than $20,000. If the account value exceeds $20,000, or if
the entire account value is in the Fixed Account, then no
contract fee is charged. So that this charge can be reflected in
yield and total return calculations it is assumed that the annual
charge will be $30 and this charge is converted into a
per-dollar, per-day charge based on the average Accumulated Value
in the Separate Accounts of all the Contracts as of the last day
of the period for which quotations are provided. The average
value of Contracts in the Separate Accounts is assumed to be
$20,000. The per-dollar, per-day average charge will be adjusted
to reflect the assumptions underlying a particular performance
quotation.

S-8

<PAGE>

Sales literature or advertisements for the contracts may include
total return or other performance information for a hypothetical
Contract based on the assumption that the Initial Purchase
Payment is allocated to more than one Division, or that there are
monthly transfers under the Dollar Cost Averaging program. Such
return information will reflect the performance of the Divisions
involved for the amount and the duration of the hypothetical
allocation. They will also reflect the deduction of the charges
described above, except the surrender charge. For example, total
return information for a Contract taking part in Dollar Cost
Averaging for a 12-month period will assume that the DCA program
began at the start of the most recently 12-month period for which
average annual total return information is available. Such
return information assumes an initial investment in the Money
Market Division at the beginning of that period and monthly
transfers of a portion of the sum in that Division to the other
Divisions designated each month over the 12-month period. The
total return for such a Contract over 12 months will therefore
reflect the return on the part of the Contract invested in the
Money Market Division, and the return on the parts invested in
the Divisions receiving funds, only for the period during which
the transferred amounts are assumed to be invested in these
Divisions. The return for a sum invested in a Division will be
based on the performance of that Division for the length of the
investment, and will reflect the charges described above other
than the surrender charge. Performance information for a Dollar
Cost Averaging program may also show the return for a designated
Division over various periods assuming monthly transfers into the
Division, and may compare those returns to returns assuming an
initial lump-sum investment in the Division. Performance
information may also be compared to various indices, such as the
U.S. Treasury Bills index, and may be illustrated by graphs,
charts, or other means.

GENERAL MATTERS

PARTICIPATING

The Contracts share in General American's divisible surplus while
they are in force prior to the Annuity Date. Each year General
American will determine the share of divisible surplus, if any,
accruing to the Contracts. Investment results are credited
directly through the changes in the value of the accumulation
units and annuity units. Also, most mortality and expense
savings are credited directly through decreases in the
appropriate charges. Therefore, the Company expects little or no
divisible surplus to be credited to a contract. If any divisible
surplus is credited to a contract, the Contract Owner may choose
to take the distribution in cash, or leave the distribution with
General American to increase the Accumulated Value.

S-9

<PAGE>

INCORRECT AGE OR SEX

If the age at issue or sex of the Annuitant as shown in the
Contract is incorrect, any benefit payable will be such as if the
Accumulated Value would have been purchased using the correct age
and sex. If the error is discovered after General American
begins paying Annuity Payments, appropriate adjustment will be
made in any remaining installments.

ANNUITY DATA

General American will not be liable for obligations which depend
on receiving information from a Payee until such information is
received in a form satisfactory to General American.

ANNUAL REPORTS

Quarterly, General American will give the Contract Owner a report
of the current Accumulated Value allocated to each Division; the
current Accumulated Value allocated to the Fixed Account; and any
Purchase Payments, charges, transfers, or surrenders during that
period. This report will also give the Contract Owner any other
information required by law or regulation. The Contract Owner
may ask for a report like this at any time. The annual report
will be distributed without charge. General American reserves
the right to charge a fee for additional reports.

INCONTESTABILITY

General American cannot contest this Contract.

OWNERSHIP

The Owner of the Contract on the Contract Date is the Annuitant,
unless otherwise specified in the application. The Owner may
specify a new Owner by Written Notice at any time thereafter.
During the Annuitant's lifetime all rights and privileges under
this Contract may be exercised solely by the Owner.

DISTRIBUTION OF THE CONTRACTS

GT Global, Inc. ("GT Global"), the principal underwriter of the
Contracts, is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a
broker/dealer and is a member of the National Association of
Securities Dealers, Inc.

S-10

<PAGE>

The Contracts are offered to the public through individuals
licensed under the federal securities laws and state insurance
laws. These individuals are sales agents of General American and
registered representatives of broker/dealers which have entered
into selling agreements with GT Global. Included in this group
of broker/dealers is Walnut Street Securities, Inc., a
wholly-owned subsidiary of General American. The offering of the
Contracts is continuous and General American does not anticipate
discontinuing the offering of the Contracts. However, General
American does reserve the right to discontinue the offering of
the Contracts.

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

Title to assets of the Separate Accounts is held by General
American. The assets are kept in book entry form or physically
segregated and held separate and apart from General American's
general account assets. Records are maintained of all purchases
and redemptions of eligible Fund shares held by each of the
Divisions of the Separate Accounts. (See "Reports and Records"
below.)

STATE REGULATION

General American is a life insurance company organized under the
laws of Missouri, and is subject to regulation by the Missouri
Division of Insurance. An annual statement is filed with the
Missouri Commissioner of Insurance on or before March 1 of each
year covering the operations and reporting on the financial
condition of General American as of December 31 of the preceding
calendar year. Periodically, the Missouri Commissioner of
Insurance examines the financial condition of General American,
including the liabilities and reserves of the Separate Accounts.

In addition, General American is subject to the insurance laws
and regulations of all the states where it is licensed to
operate. The availability of certain contract rights and
provisions depends on state approval and filing and review
processes. Where required by state law or regulation, the
Contracts will be modified accordingly.

RECORDS AND REPORTS

All records and accounts relating to the Separate Accounts will
be maintain by General American. As presently required by the
Investment Company Act of 1940 and regulations promulgated
thereunder, General American will mail to all Contract Owners at
their last known address of record, at least semi-annually,
reports containing such information as may be required under that
Act or by any other applicable law or regulation.

S-11

<PAGE>

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 Accounts.

OTHER INFORMATION

Registration Statements have been filed with the Securities and
Exchange Commission, under the Securities Act of 1933 as amended,
with respect to the Contracts discussed in this Statement of
Additional Information. Not all of the information set forth in
the Registration Statement, amendments, and exhibits thereto has
been included in this Statement of Additional Information.
Statements contained in this Statement of Additional Information
concerning the content of the Contracts and other legal
instruments are intended to be summaries. For a complete
statement of the terms of these documents, reference should be
made to the instruments filed with the Securities and Exchange
Commission.

FINANCIAL STATEMENTS

The audited financial statements of General American and the Separate
Account as of 31 December 1996 have been included in this prospectus
in reliance on the reports of KPMG Peat Marwick LLP, independent
certified public accountants, who serve as independent accountants for
General American and for the Separate Account.

The report of KPMG Peat Marwick LLP covering the December 31, 1996,
financial statements, of General American, refers to the Adoption of
Statement of Financial Accounting Standards No. 120, Accounting and
Reporting by Mutual Life Insurance Enterprises and by Insurance
Enterprises for Certain Long-Duration Participating Contracts.

S-12
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

REPORT OF INDEPENDENT ACCOUNTANTS

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

The Board of Directors and Contractholders
General American Life Insurance Company:

We have audited the statements of assets and liabilities, including the schedule
of investments of the Money Market, Variable Strategic Income, Variable Global
Government Income, and Variable U.S. Government Income Divisions of General
American Separate Account Twenty-eight and of the Variable New Pacific, Variable
Europe, Variable America, Variable Growth & Income, Variable Latin America,
Variable Telecommunications, Variable International, Variable Emerging Markets,
Variable Natural Resources, and Variable Infrastructure Divisions of General
American Separate Account Twenty-nine as of December 31, 1996, the related
statements of operations, changes in net assets and condensed financial
information for the periods presented. These financial statements and condensed
financial information are the responsibility of management of Separate Accounts
Twenty-eight and Twenty-nine. Our responsibility is to express an opinion on
these financial statements and condensed financial information 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 and condensed
financial information are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of investments
owned as of December 31, 1996 by correspondence with GT Global Variable
Investment Funds. 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 and condensed financial information
referred to above present fairly, in all material respects, the financial
position of the Money Market, Variable Strategic Income, Variable Global
Government Income, and Variable U.S. Government Income Divisions of General
American Separate Account Twenty-eight and of the Variable New Pacific, Variable
Europe, Variable America, Variable Growth & Income, Variable Latin America,
Variable Telecommunications, Variable International, Variable Emerging Markets,
Variable Natural Resources and Variable Infrastructure Divisions of General
American Separate Account Twenty-nine as of December 31, 1996, the results of
their operations, changes in their net assets and the condensed financial
information for all periods presented, in conformity with generally accepted
accounting principles.

KPMG PEAT MARWICK LLP

ST. LOUIS, MISSOURI
FEBRUARY 14, 1997

D1
<PAGE>
(THIS PAGE INTENTIONALLY LEFT BLANK)

D2
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT

STATEMENTS OF ASSETS
AND LIABILITIES
December 31, 1996

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
VARIABLE VARIABLE GLOBAL VARIABLE U.S.
MONEY STRATEGIC GOVERNMENT GOVERNMENT
MARKET INCOME INCOME INCOME
DIVISION DIVISION DIVISION DIVISION
------------ ------------ --------------- -------------
Assets:
Investments in GT Global Variable Investment Funds, at
market value
(see Schedule of Investments):........................... $ 16,765,081 $ 32,794,928 $ 10,378,048 $ 5,404,215
Receivable from General American Life Insurance Company... 2,985,089 0 0 48,768
Receivable from GT Global Financial Services, Inc......... 71,778 0 0 0
------------ ------------ --------------- -------------
Total assets............................................ 19,821,948 32,794,928 10,378,048 5,452,983
------------ ------------ --------------- -------------
Liability:
Payable to General American Life Insurance Company........ 0 1,243,790 11,908 0
------------ ------------ --------------- -------------
Total net assets........................................ $ 19,821,948 $ 31,551,138 $ 10,366,140 $ 5,452,983
------------ ------------ --------------- -------------
------------ ------------ --------------- -------------
Total net assets represented by:
Individual variable annuity contracts cash value
invested in Separate Account............................. $ 19,821,948 $ 31,546,646 $ 10,366,140 $ 5,231,490
Individual variable annuity contracts cash value in
payment period........................................... 0 4,492 0 0
General American Life Insurance Company seed money cash
value.................................................... 0 0 0 221,493
------------ ------------ --------------- -------------
Total net assets........................................ $ 19,821,948 $ 31,551,138 $ 10,366,140 $ 5,452,983
------------ ------------ --------------- -------------
------------ ------------ --------------- -------------
Total individual units held................................. 1,490,411 1,806,852 742,891 393,460
Total seed money units held................................. 0 0 0 16,666

Individual unit value....................................... $ 13.30 $ 17.46 $ 13.95 $ 13.29
Cost of investments......................................... $ 16,765,081 $ 30,651,375 $ 10,149,258 $ 5,431,503
</TABLE>

See accompanying notes to the financial statements.

D3
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT

STATEMENTS OF OPERATIONS

For the year ended December 31, 1996

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

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
VARIABLE VARIABLE GLOBAL VARIABLE U.S.
MONEY STRATEGIC GOVERNMENT GOVERNMENT
MARKET INCOME INCOME INCOME
DIVISION DIVISION DIVISION DIVISION
---------- ----------- --------------- -------------
Investment income:
Dividend income........................................... $ 714,358 $ 1,997,857 $ 704,616 $ 260,876
Expenses:
Mortality, expense and administrative charges............. (214,552) (380,402) (150,461) (72,476)
---------- ----------- --------------- -------------
Net investment income..................................... 499,806 1,617,455 554,155 188,400
---------- ----------- --------------- -------------
Net realized gain (loss) on investments:
Realized gain (loss) on sales............................. 0 2,520,865 19,403 (6,593)
---------- ----------- --------------- -------------
Net realized gain (loss) on investments................... 0 2,520,865 19,403 (6,593)
---------- ----------- --------------- -------------
Net unrealized gain (loss) on investments:
Unrealized gain on investments, beginning of period....... 0 1,405,306 325,567 108,085
Unrealized gain (loss) on investments, end of period...... 0 2,143,553 228,790 (27,288)
---------- ----------- --------------- -------------
Net unrealized gain (loss) on investments................. 0 738,247 (96,777) (135,373)
---------- ----------- --------------- -------------
Net gain (loss) on investments............................ 0 3,259,112 (77,374) (141,966)
---------- ----------- --------------- -------------
Net increase in net assets resulting from operations...... $ 499,806 $ 4,876,567 $ 476,781 $ 46,434
---------- ----------- --------------- -------------
---------- ----------- --------------- -------------
</TABLE>

See accompanying notes to the financial statements.

D4
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1996 and 1995

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

VARIABLE
STRATEGIC INCOME
MONEY MARKET DIVISION DIVISION
------------------------- ------------------------
1996 1995 1996 1995
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Net investment income..................................... $ 499,806 $ 589,944 $ 1,617,455 $ 1,662,908
Net realized gain (loss) on investments................... 0 0 2,520,865 (3,614,851)
Net unrealized gain (loss) on investments................. 0 0 738,247 5,698,975
----------- ------------ ----------- -----------
Net increase in net assets resulting from operations.... 499,806 589,944 4,876,567 3,747,032
----------- ------------ ----------- -----------
Deposits into Separate Account............................ 14,414,776 10,769,393 3,955,884 2,989,136
Transfers to (from) Separate Account...................... (6,048,583) (12,838,342) 499,563 (2,608,659)
Withdrawals from Separate Account......................... (3,951,533) (3,110,109) (3,078,289) (2,137,433)
----------- ------------ ----------- -----------
Net deposits into (withdrawals from) Separate Account... 4,414,660 (5,179,058) 1,377,158 (1,756,956)
----------- ------------ ----------- -----------
Increase (decrease) in net assets......................... 4,914,466 (4,589,114) 6,253,725 1,990,076
Net assets, beginning of period........................... 14,907,482 19,496,596 25,297,413 23,307,337
----------- ------------ ----------- -----------
Net assets, end of period................................. $19,821,948 $ 14,907,482 $31,551,138 $25,297,413
----------- ------------ ----------- -----------
----------- ------------ ----------- -----------
</TABLE>

<TABLE>
<CAPTION>
VARIABLE VARIABLE
GLOBAL GOVERNMENT U.S. GOVERNMENT
INCOME DIVISION INCOME DIVISION
------------------------- ------------------------
1996 1995 1996 1995
----------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Net investment income..................................... $ 554,155 $ 569,411 $ 188,400 $ 170,297
Net realized gain (loss) on investments................... 19,403 (607,687) (6,593) 241,347
Net unrealized gain (loss) on investments................. (96,777) 1,451,325 (135,373) 125,215
----------- ------------ ----------- -----------
Net increase in net assets resulting from operations.... 476,781 1,413,049 46,434 536,859
----------- ------------ ----------- -----------
Deposits into Separate Account............................ 877,625 1,998,263 1,776,392 2,187,551
Transfers to (from) Separate Account...................... (1,896,264) (126,814) (1,851,071) 1,369,582
Withdrawals from Separate Account......................... (998,792) (995,738) (479,299) (525,767)
----------- ------------ ----------- -----------
Net deposits into (withdrawals from) Separate Account... (2,017,431) 875,711 (553,978) 3,031,366
----------- ------------ ----------- -----------
Increase (decrease) in net assets......................... (1,540,650) 2,288,760 (507,544) 3,568,225
Net assets, beginning of period........................... 11,906,790 9,618,030 5,960,527 2,392,302
----------- ------------ ----------- -----------
Net assets, end of period................................. $10,366,140 $ 11,906,790 $ 5,452,983 $ 5,960,527
----------- ------------ ----------- -----------
----------- ------------ ----------- -----------
</TABLE>

See accompanying notes to the financial statements.

D5
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF ASSETS
AND LIABILITIES
December 31, 1996

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

VARIABLE VARIABLE VARIABLE
NEW PACIFIC EUROPE AMERICA
DIVISION DIVISION DIVISION
------------ ------------ ------------
<S> <C> <C> <C>
Assets:
Investments in GT Global Variable Investment Funds, at
market value
(see Schedule of Investments):........................... $ 32,504,929 $ 24,819,775 $ 41,598,928
Receivable from General American Life Insurance Company... 0 0 0
------------ ------------ ------------
Total assets............................................ 32,504,929 24,819,775 41,598,928
------------ ------------ ------------
Liability:
Payable to General American Life Insurance Company........ 1,573,281 445,358 117,092
------------ ------------ ------------
Total net assets........................................ $ 30,931,648 $ 24,374,417 $ 41,481,836
------------ ------------ ------------
------------ ------------ ------------
Total net assets represented by:
Individual variable annuity contracts cash value invested
in Separate Account...................................... $ 30,927,170 $ 24,365,150 $ 41,441,858
Individual variable annuity contracts cash value in
payment period........................................... 4,478 9,267 39,978
------------ ------------ ------------
Total net assets........................................ $ 30,931,648 $ 24,374,417 $ 41,481,836
------------ ------------ ------------
------------ ------------ ------------
Total individual units held................................. 1,776,419 1,182,288 1,801,893

Individual unit value....................................... $ 17.41 $ 20.62 $ 23.02
Cost of investments......................................... $ 31,447,610 $ 23,809,657 $ 40,357,202
</TABLE>

See accompanying notes to the financial statements.

D6
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF ASSETS
AND LIABILITIES (cont'd)
December 31, 1996

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE VARIABLE
GROWTH & VARIABLE TELECOM- VARIABLE EMERGING NATURAL
INCOME LATIN AMERICA MUNICATIONS INTERNATIONAL MARKETS RESOURCES
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------ ------------- ------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Assets:
Investments in GT Global Variable
Investment Funds, at market value
(see Schedule of Investments):....... $ 36,367,040 $ 21,675,681 $ 62,289,120 $ 4,598,808 $ 17,887,677 $ 16,104,241
Receivable from General American Life
Insurance Company.................... 0 261,101 492,517 0 0 0
------------ ------------- ------------ ------------- ------------ ------------
Total assets........................ 36,367,040 21,936,782 62,781,637 4,598,808 17,887,677 16,104,241
------------ ------------- ------------ ------------- ------------ ------------
Liability:
Payable to General American Life
Insurance Company.................... 30,320 0 0 108,452 537,670 4,572
------------ ------------- ------------ ------------- ------------ ------------
Total net assets.................... $ 36,336,720 $ 21,936,782 $ 62,781,637 $ 4,490,356 $ 17,350,007 $ 16,099,669
------------ ------------- ------------ ------------- ------------ ------------
------------ ------------- ------------ ------------- ------------ ------------
Total net assets represented by:
Individual variable annuity contracts
cash value invested in Separate
Account.............................. $ 36,316,606 $ 21,932,226 $ 62,725,407 $ 4,485,853 $ 17,343,813 $ 16,075,006
Individual variable annuity contracts
cash value in payment period......... 20,114 4,556 56,230 4,503 6,194 24,663
------------ ------------- ------------ ------------- ------------ ------------
Total net assets.................... $ 36,336,720 $ 21,936,782 $ 62,781,637 $ 4,490,356 $ 17,350,007 $ 16,099,669
------------ ------------- ------------ ------------- ------------ ------------
------------ ------------- ------------ ------------- ------------ ------------
Total individual units held............. 2,080,144 1,291,662 3,176,554 383,643 1,233,863 746,479

Individual unit value................... $ 17.47 $ 16.98 $ 19.76 $ 11.70 $ 14.06 $ 21.57
Cost of investments..................... $ 32,149,986 $ 20,072,506 $ 55,206,225 $ 4,420,487 $ 16,957,308 $ 15,029,519

VARIABLE
INFRASTRUCTURE
DIVISION
--------------
<S> <C>
Assets:
Investments in GT Global Variable
Investment Funds, at market value
(see Schedule of Investments):....... $ 5,905,729
Receivable from General American Life
Insurance Company.................... 1,784
--------------
Total assets........................ 5,907,513
--------------
Liability:
Payable to General American Life
Insurance Company.................... 0
--------------
Total net assets.................... $ 5,907,513
--------------
--------------
Total net assets represented by:
Individual variable annuity contracts
cash value invested in Separate
Account.............................. $ 5,902,965
Individual variable annuity contracts
cash value in payment period......... 4,548
--------------
Total net assets.................... $ 5,907,513
--------------
--------------
Total individual units held............. 366,167
Individual unit value................... $ 16.13
Cost of investments..................... $ 5,480,598
</TABLE>

See accompanying notes to the financial statements.

D7
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF OPERATIONS

For the year ended December 31, 1996

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

VARIABLE VARIABLE VARIABLE
NEW PACIFIC EUROPE AMERICA
DIVISION DIVISION DIVISION
----------- ---------- -----------
<S> <C> <C> <C>
Investment income:
Dividend income........................................... $ 317,282 $ 155,185 $ 541,722
Expenses:
Mortality, expense and administrative charges............. (406,153) (285,551) (545,918)
----------- ---------- -----------
Net investment income (loss).............................. (88,871) (130,366) (4,196)
----------- ---------- -----------
Net realized gain (loss) on investments:
Realized gain from distributions.......................... 0 0 4,925,337
Realized gain (loss) on sales............................. 7,828,491 4,326,709 (1,027,283)
----------- ---------- -----------
Net realized gain on investments........................ 7,828,491 4,326,709 3,898,054
----------- ---------- -----------
Net unrealized gain (loss) on investments:
Unrealized gain (loss) on investments, beginning of
period................................................... 728,386 288,135 (745,361)
Unrealized gain on investments, end of period............. 1,057,319 1,010,118 1,241,726
----------- ---------- -----------
Net unrealized gain (loss) on investments............... 328,933 721,983 1,987,087
----------- ---------- -----------
Net gain on investments................................... 8,157,424 5,048,692 5,885,141
----------- ---------- -----------
Net increase in net assets resulting from operations...... $8,068,553 $4,918,326 $ 5,880,945
----------- ---------- -----------
----------- ---------- -----------
</TABLE>

See accompanying notes to the financial statements.

D8
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF OPERATIONS (cont'd)

For the year ended December 31, 1996

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE VARIABLE
GROWTH & VARIABLE TELECOM- VARIABLE EMERGING NATURAL
INCOME LATIN AMERICA MUNICATIONS INTERNATIONAL MARKETS RESOURCES
DIVISION DIVISION DIVISION DIVISION DIVISION DIVISION
------------ ------------- ----------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividend income....................... $ 838,414 $ 605,826 $ 74,236 $ 0 $ 0 $ 0
Expenses:
Mortality, expense and administrative
charges.............................. (449,652) (310,535) (846,567 ) (60,474) (210,729) (107,139)
------------ ------------- ----------- ------------- ---------- ----------
Net investment income (loss).......... 388,762 295,291 (772,331 ) (60,474) (210,729) (107,139)
------------ ------------- ----------- ------------- ---------- ----------
Net realized gain (loss) on investments:
Realized gain from distributions...... 0 0 6,342,347 13,807 0 0
Realized gain (loss) on sales......... 2,170,219 936,972 4,979,696 145,599 2,569,947 1,296,927
------------ ------------- ----------- ------------- ---------- ----------
Net realized gain on investments.... 2,170,219 936,972 11,322,043 159,406 2,569,947 1,296,927
------------ ------------- ----------- ------------- ---------- ----------
Net unrealized gain (loss) on
investments:
Unrealized gain (loss) on investments,
beginning of period.................. 2,270,948 (1,215,906) 8,765,942 (17,291) 10,396 (11,123)
Unrealized gain on investments, end of
period............................... 4,217,054 1,603,175 7,082,895 178,321 930,369 1,074,722
------------ ------------- ----------- ------------- ---------- ----------
Net unrealized gain (loss) on
investments........................ 1,946,106 2,819,081 (1,683,047 ) 195,612 919,973 1,085,845
------------ ------------- ----------- ------------- ---------- ----------
Net gain on investments............... 4,116,325 3,756,053 9,638,996 355,018 3,489,920 2,382,772
------------ ------------- ----------- ------------- ---------- ----------
Net increase in net assets resulting
from operations...................... $ 4,505,087 $ 4,051,344 $8,866,665 $294,544 $3,279,191 $2,275,633
------------ ------------- ----------- ------------- ---------- ----------
------------ ------------- ----------- ------------- ---------- ----------

VARIABLE
INFRASTRUCTURE
DIVISION
--------------
<S> <C>
Investment income:
Dividend income....................... $ 25,964
Expenses:
Mortality, expense and administrative
charges.............................. (48,502)
--------------
Net investment income (loss).......... (22,538)
--------------
Net realized gain (loss) on investments:
Realized gain from distributions...... 0
Realized gain (loss) on sales......... 200,704
--------------
Net realized gain on investments.... 200,704
--------------
Net unrealized gain (loss) on
investments:
Unrealized gain (loss) on investments,
beginning of period.................. (11,781)
Unrealized gain on investments, end of
period............................... 425,131
--------------
Net unrealized gain (loss) on
investments........................ 436,912
--------------
Net gain on investments............... 637,616
--------------
Net increase in net assets resulting
from operations...................... $615,078
--------------
--------------
</TABLE>

See accompanying notes to the financial statements.

D9
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1996 and 1995

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

<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE
NEW PACIFIC DIVISION EUROPE DIVISION AMERICA DIVISION
---------------------- ---------------------- ----------------------
1996 1995 1996 1995 1996 1995
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss).......... $ (88,871) $ (193,973) $ (130,366) $ (60,815) $ (4,196) $ 157,097
Net realized gain (loss) on
investments.......................... 7,828,491 (1,608,622) 4,326,709 641,809 3,898,054 6,135,755
Net unrealized gain (loss) on
investments.......................... 328,933 2,077,298 721,983 636,478 1,987,087 (1,364,532)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
assets resulting from operations... 8,068,553 274,703 4,918,326 1,217,472 5,880,945 4,928,320
Deposits into Separate Account........ 3,830,544 3,610,697 2,410,618 1,602,275 5,680,228 9,612,392
Transfers to (from) Separate
Account.............................. (1,319,905) 1,060,224 2,917,523 (1,000,759) (3,361,891) 10,537,113
Withdrawals from Separate Account..... (2,387,202) (1,530,691) (1,437,759) (1,193,359) (4,243,739) (2,731,105)
---------- ---------- ---------- ---------- ---------- ----------
Net deposits into (withdrawals from)
Separate Account................... 123,437 3,140,230 3,890,382 (591,853) (1,925,402) 17,418,400
---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net assets..... 8,191,990 3,414,933 8,808,708 625,599 3,955,543 22,346,720
Net assets, beginning of period....... 22,739,658 19,324,725 15,565,709 14,940,110 37,526,293 15,179,573
---------- ---------- ---------- ---------- ---------- ----------
Net assets, end of period............. $30,931,648 $22,739,658 $24,374,417 $15,565,709 $41,481,836 $37,526,293
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>

<TABLE>
<CAPTION>
VARIABLE VARIABLE VARIABLE
EMERGING MARKETS NATURAL RESOURCES INFRASTRUCTURE
DIVISION DIVISION * DIVISION *
---------------------- ---------------------- ----------------------
1996 1995 1996 1995 1996 1995
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Operations:
Net investment income (loss).......... $ (210,729) $ (15,320) $ (107,139) $ 54,318 $ (22,538) $ (8,272)
Net realized gain (loss) on
investments.......................... 2,569,947 (1,243,757) 1,296,927 42,120 200,704 35,838
Net unrealized gain (loss) on
investments.......................... 919,973 698,392 1,085,845 (11,123) 436,912 (11,781)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in net
assets resulting from operations... 3,279,191 (560,685) 2,275,633 85,315 615,078 15,785
Deposits into Separate Account........ 3,819,231 3,361,077 3,910,507 432,320 1,855,866 934,944
Transfers to (from) Separate
Account.............................. 2,368,261 (104,693) 9,030,189 828,362 2,122,405 634,407
Withdrawals from Separate Account..... (921,653) (736,190) (357,938) (104,719) (167,696) (103,276)
---------- ---------- ---------- ---------- ---------- ----------
Net deposits into (withdrawals from)
Separate Account................... 5,265,839 2,520,194 12,582,758 1,155,963 3,810,575 1,466,075
---------- ---------- ---------- ---------- ---------- ----------
Increase (decrease) in net assets..... 8,545,030 1,959,509 14,858,391 1,241,278 4,425,653 1,481,860
Net assets, beginning of period....... 8,804,977 6,845,468 1,241,278 0 1,481,860 0
---------- ---------- ---------- ---------- ---------- ----------
Net assets, end of period............. $17,350,007 $8,804,977 $16,099,669 $1,241,278 $5,907,513 $1,481,860
---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ----------
</TABLE>

See accompanying notes to the financial statements.

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

* The Variable Natural Resources Division and the Variable
Infrastructure Division commenced operations January 31, 1995.

D10

<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

STATEMENTS OF CHANGES IN NET ASSETS (cont'd)
For the years ended December 31, 1996 and 1995

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
VARIABLE VARIABLE
GROWTH & INCOME DIVISION LATIN AMERICA DIVISION
-------------------------- --------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Operations:
Net investment income
(loss)................... $ 388,762 $ 425,089 $ 295,291 $ 2,705,828
Net realized gain (loss)
on investments........... 2,170,219 202,914 936,972 (8,731,669)
Net unrealized gain (loss)
on investments........... 1,946,106 3,063,937 2,819,081 (441,963)
------------ ------------ ------------ ------------
Net increase (decrease)
in net assets resulting
from operations........ 4,505,087 3,691,940 4,051,344 (6,467,804)
Deposits into Separate
Account.................. 4,430,985 2,987,675 2,380,136 3,938,984
Transfers to (from)
Separate Account......... 850,032 850,154 (2,174,243) (2,665,686)
Withdrawals from Separate
Account.................. (3,936,966) (2,559,842) (1,721,962) (1,934,144)
------------ ------------ ------------ ------------
Net deposits into
(withdrawals from)
Separate Account....... 1,344,051 1,277,987 (1,516,069) (660,846)
------------ ------------ ------------ ------------
Increase (decrease) in net
assets................... 5,849,138 4,969,927 2,535,275 (7,128,650)
Net assets, beginning of
period................... 30,487,582 25,517,655 19,401,507 26,530,157
------------ ------------ ------------ ------------
Net assets, end of
period................... $ 36,336,720 $ 30,487,582 $ 21,936,782 $ 19,401,507
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------

<CAPTION>
VARIABLE
TELECOMMUNICATIONS VARIABLE
DIVISION INTERNATIONAL DIVISION
-------------------------- ------------------------
1996 1995 1996 1995
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Operations:
Net investment income
(loss)................... $ (772,331) $ 428,193 $ (60,474) $ (8,508)
Net realized gain (loss)
on investments........... 11,322,043 1,517,580 159,406 (64,759)
Net unrealized gain (loss)
on investments........... (1,683,047) 6,185,065 195,612 69,183
------------ ------------ ----------- -----------
Net increase (decrease)
in net assets resulting
from operations........ 8,866,665 8,130,838 294,544 (4,084)
Deposits into Separate
Account.................. 9,584,291 7,406,448 811,961 1,134,850
Transfers to (from)
Separate Account......... (819,084) 2,141,926 176,650 726,150
Withdrawals from Separate
Account.................. (5,542,852) (2,951,598) (222,037) (358,943)
------------ ------------ ----------- -----------
Net deposits into
(withdrawals from)
Separate Account....... 3,222,355 6,596,776 766,574 1,502,057
------------ ------------ ----------- -----------
Increase (decrease) in net
assets................... 12,089,020 14,727,614 1,061,118 1,497,973
Net assets, beginning of
period................... 50,692,617 35,965,003 3,429,238 1,931,265
------------ ------------ ----------- -----------
Net assets, end of
period................... $ 62,781,637 $ 50,692,617 $ 4,490,356 $ 3,429,238
------------ ------------ ----------- -----------
------------ ------------ ----------- -----------
</TABLE>

See accompanying notes to the financial statements.

D11
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

NOTES TO FINANCIAL STATEMENTS

December 31, 1996

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

NOTE 1 -- ORGANIZATION
General American Separate Account Twenty-eight and General American Separate
Account Twenty-nine (the Separate Accounts) commenced operations on February 10,
1993, and are registered under the Investment Company Act of 1940 (1940 Act) as
unit investment trusts. The Separate Accounts receive purchase payments from
individual variable annuity contracts issued by General American Life Insurance
Company (General American) which may be qualified or non-tax qualified.

Separate Account Twenty-eight is divided into four divisions and Separate
Account Twenty-nine is divided into ten divisions. Each division invests
exclusively in shares of a single fund of GT Global Variable Investment Funds
(the Funds), an open-end diversified management investment company. Separate
Account Twenty-eight invests in the Money Market, Variable Strategic Income,
Variable Global Government Income, and Variable U.S. Government Income Funds.
Separate Account Twenty-nine invests in the Variable New Pacific, Variable
Europe, Variable America, Variable Growth & Income, Variable Latin America,
Variable Telecommunications, Variable International, Variable Emerging Markets,
Variable Natural Resources and Variable Infrastructure Funds.

Contractholders have the option of directing their deposits into one or all of
the Divisions as well as a fixed account of General American, which is not
generally subject to regulation under the Securities Act of 1933 or the 1940
Act. The unit values for the Separate Accounts for all divisions began at $12.00
on February 10, 1993, except the following Divisions of Separate Account
Twenty-nine which began at $12.00: the Variable Telecommunications Division on
October 18, 1993, the Variable International Division on July 12, 1994, the
Variable Emerging Markets Division on July 6, 1994, and the Variable Natural
Resources and Variable Infrastructure Divisions on January 31, 1995.

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Separate Accounts in the preparation of financial statements. The policies
followed are in conformity with generally accepted accounting principles.

(A) INVESTMENTS
The Separate Accounts' investments in the GT Global Variable Funds are valued
daily on the respective shares held and based on the net asset values as
reported to General American by the Funds at the close of each business day. The
specific identification method is used in determining the cost of shares sold on
withdrawals by the Separate Accounts. 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, the investment income and capital gains
from sales of investments of the Separate Accounts are not taxable. Therefore,
no Federal income tax expense has been provided.

(C) DIVIDEND REIMBURSEMENT
Dividends received from the underlying mutual funds are recorded on the
ex-dividend date and immediately reinvested on the pay date.

(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 -- CONTRACT CHARGES
MORTALITY AND EXPENSE ASSURANCE CHARGE: General American assumes the mortality
and expense risks and provides certain administrative services related to
operating the Separate Accounts, for which the Separate Accounts are charged an
annual fee of 1.25% based on the values at the end of each valuation period.
Mortality and expense charges for Separate Accounts Twenty-eight and Twenty-nine
totaled $3,650,992 for the period ended December 31, 1996.

SURRENDER CHARGE: Under Separate Account contractual arrangements, General
American is entitled to collect payment for sales charges. Contracts are subject
to a deferred sales charge contingent upon surrender of the contract or a
greater than 10% partial withdrawal of funds on deposit. The sales charge is 6%
the first contract year, decreasing by 1% each subsequent year. The contingent
deferred sales charge will be waived in the event of annuitization after the
third year or on death if the date of issue is prior to the annuitant's 75th
birthday. Sales charges as a result of surrenders are disclosed in Note 6.

ACCOUNT FEE AND ADMINISTRATIVE CHARGES: General American has the responsibility
for the administration of the contract. As reimbursement for account
administrative expenses, on the last day of the contract year, General American
deducts an account fee. For contracts with accumulated values less than $20,000,
the fee is the lesser of $30 or 2% of the accumulated value for contract years
ending prior to December 31, 1999. Thereafter, the account fee may be adjusted
annually. The account fee is waived for contracts with accumulated values of
$20,000 or more. General American charges $25 for each transfer in excess of
twelve (12) during the Contract Year, excluding transfers made under the Dollar
Cost Averaging program and reserves the right to charge a fee to cover the
expenses for special handling. Account fees are disclosed in Note 6. General
American also provides certain administrative services for which it charges an
administrative charge to the Separate Accounts at an annual rate of 0.15% at the
end of each valuation period.

D12
<PAGE>

GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

NOTES TO FINANCIAL STATEMENTS

December 31, 1996

NOTE 3 -- CONTRACT CHARGES (CONT'D)
Administrative charges for Separate Account Twenty-eight and Twenty-nine totaled
$438,119 for the period ended December 31, 1996.

PREMIUM TAXES: In states which charge premium taxes, the taxes are withdrawn
from the purchase payment or the accumulated value of the contract. Premium
taxes are disclosed in Note 6.

NOTE 4 -- PURCHASES AND SALES OF GT GLOBAL VARIABLE INVESTMENT FUND SHARES
During the period ended December 31, 1996, cost of purchases and proceeds from
sales of GT Global Variable Investment Fund shares were as follows:
<TABLE>
<CAPTION>
SEPARATE ACCOUNT TWENTY-EIGHT PURCHASES SALES
- -------------------------------------------------------------------------------- ------------ ------------
<S> <C> <C>
Money Market Fund............................................................... $240,727,626 $237,728,348
Variable Strategic Income Fund.................................................. 31,862,287 27,537,728
Variable Global Government Income Fund.......................................... 5,485,242 6,948,703
Variable U.S. Government Income Fund............................................ 3,033,131 3,462,829

SEPARATE ACCOUNT TWENTY-NINE
- --------------------------------------------------------------------------------
<S> <C> <C>
Variable New Pacific Fund....................................................... $150,317,489 $148,752,329
Variable Europe Fund............................................................ 65,696,335 61,542,578
Variable America Fund........................................................... 39,268,767 36,702,868
Variable Growth & Income Fund................................................... 21,035,454 19,507,638
Variable Latin America Fund..................................................... 18,735,009 20,305,543
Variable Telecommunications Fund................................................ 26,237,869 18,053,753
Variable International Fund..................................................... 7,496,575 7,215,086
Variable Emerging Markets Fund.................................................. 23,729,690 18,135,763
Variable Natural Resources Fund................................................. 24,335,436 11,856,545
Variable Infrastructure Fund.................................................... 5,313,907 1,519,333
</TABLE>

NOTE 5 -- ACCUMULATION UNIT ACTIVITY
The following is a summary of the accumulation unit activity for the years ended
December 31, 1996 and 1995 for Separate Account Twenty-eight (in thousands):
<TABLE>
<CAPTION>
VARIABLE
STRATEGIC
MONEY MARKET INCOME
DIVISION DIVISION
------------- ------------
1996 1995 1996 1995
----- ------ ----- -----
<S> <C> <C> <C> <C>
Individual units held:
Deposits............................................................ 1,097 856 253 229
Transfers........................................................... (462) (1,022) 15 (214)
Withdrawals......................................................... (303) (248) (198) (164)
Outstanding units, beginning of period.............................. 1,158 1,572 1,737 1,886
----- ------ ----- -----
Outstanding units, end of period.................................... 1,490 1,158 1,807 1,737
----- ------ ----- -----
----- ------ ----- -----
General American Life Insurance Company seed money:
Deposits............................................................ 0 0 0 0
Transfers........................................................... 0 0 0 0
Withdrawals......................................................... 0 0 0 0
Outstanding units, beginning of period.............................. 0 0 0 0
----- ------ ----- -----
Outstanding units, end of period.................................... 0 0 0 0
----- ------ ----- -----
----- ------ ----- -----

<CAPTION>
VARIABLE VARIABLE
GLOBAL U.S.
GOVERNMENT GOVERNMENT
INCOME INCOME
DIVISION DIVISION
------------ ------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Individual units held:
Deposits............................................................ 67 158 137 176
Transfers........................................................... (141) (11) (142) 113
Withdrawals......................................................... (76) (79) (37) (42)
Outstanding units, beginning of period.............................. 893 825 435 188
----- ----- ----- -----
Outstanding units, end of period.................................... 743 893 393 435
----- ----- ----- -----
----- ----- ----- -----
General American Life Insurance Company seed money:
Deposits............................................................ 0 0 0 0
Transfers........................................................... 0 0 0 0
Withdrawals......................................................... 0 0 0 0
Outstanding units, beginning of period.............................. 0 0 17 17
----- ----- ----- -----
Outstanding units, end of period.................................... 0 0 17 17
----- ----- ----- -----
----- ----- ----- -----
</TABLE>

D13
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1996

The following is a summary of the accumulation unit activity for the years ended
December 31, 1996 and 1995 for all Divisions. There was no activity in Separate
Account Twenty-nine relating to General American Life Insurance Company seed
money.
<TABLE>
<CAPTION>
VARIABLE NEW VARIABLE VARIABLE
PACIFIC EUROPE AMERICA
DIVISION DIVISION DIVISION
------------- ------------ ------------
1996 1995 1996 1995 1996 1995
----- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Individual units held:
Deposits........................................ 244 276 129 107 268 510
Transfers....................................... (1) 118 163 (65) (171) 583
Withdrawals..................................... (154) (117) (80) (79) (201) (140)
Outstanding units, beginning of period.......... 1,687 1,410 970 1,007 1,906 953
----- ------ ----- ----- ----- -----
Outstanding units, end of period................ 1,776 1,687 1,182 970 1,802 1,906
----- ------ ----- ----- ----- -----
----- ------ ----- ----- ----- -----

VARIABLE VARIABLE
GROWTH & LATIN
INCOME AMERICA
DIVISION DIVISION
------------ ------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Individual units held:
Deposits........................................ 282 216 150 267
Transfers....................................... 49 63 (129) (168)
Withdrawals..................................... (253) (185) (109) (131)
Outstanding units, beginning of period.......... 2,002 1,908 1,380 1,412
----- ----- ----- -----
Outstanding units, end of period................ 2,080 2,002 1,292 1,380
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
<TABLE>
<CAPTION>
VARIABLE VARIABLE
TELECOMMUNICA- VARIABLE EMERGING
TIONS INTERNATIONAL MARKETS
DIVISION DIVISION DIVISION
------------- ------------ ------------
1996 1995 1996 1995 1996 1995
----- ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Individual units held:
Deposits........................................ 510 487 72 106 291 312
Transfers....................................... (54) 115 18 70 205 (9)
Withdrawals..................................... (298) (195) (20) (34) (71) (68)
Outstanding units, beginning of period.......... 3,019 2,612 314 172 809 574
----- ------ ----- ----- ----- -----
Outstanding units, end of period................ 3,177 3,019 384 314 1,234 809
----- ------ ----- ----- ----- -----
----- ------ ----- ----- ----- -----

VARIABLE VARIABLE
NATURAL INFRA-
RESOURCES STRUCTURE
DIVISION DIVISION
------------ ------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Individual units held:
Deposits........................................ 203 32 124 72
Transfers....................................... 476 61 141 49
Withdrawals..................................... (19) (7) (12) (8)
Outstanding units, beginning of period.......... 86 0 113 0
----- ----- ----- -----
Outstanding units, end of period................ 746 86 366 113
----- ----- ----- -----
----- ----- ----- -----
</TABLE>

NOTE 6 -- SUMMARY OF GROSS AND NET DEPOSITS INTO SEPARATE ACCOUNT
Deposits into the Separate Account are used to purchase shares in GT Global
Variable Investment Funds. Net deposits represent the amounts available for
investment in such shares after deduction of premium taxes, administrative
costs, and surrender charges. Activity for Separate Account Twenty-eight
follows:

<TABLE>
<CAPTION>
VARIABLE STRATEGIC INCOME
MONEY MARKET DIVISION DIVISION
--------------------------------- --------------------------------
1996 1995 1996 1995
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 14,452,991 $ 10,798,707 $ 3,968,594 $ 2,995,532
Transfers between fund divisions and General
American......................................... (6,048,583) (12,838,342) 499,563 (2,608,659)
Surrenders and withdrawals........................ (3,849,956) (3,059,601) (3,024,036) (2,090,617)
--------------- ---------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions............ 4,554,452 (5,099,236) 1,444,121 (1,703,744)
--------------- ---------------- --------------- ---------------
Deductions:
Premium taxes................................... (2,014) 0 (546) (16)
Account fees.................................... (36,201) (29,314) (12,164) (6,380)
Surrender charges............................... (101,577) (50,508) (54,253) (46,816)
--------------- ---------------- --------------- ---------------
Total deductions.............................. (139,792) (79,822) (66,963) (53,212)
--------------- ---------------- --------------- ---------------
Net deposits into (deductions from) Separate
Account.......................................... $ 4,414,660 $ (5,179,058) $ 1,377,158 $ (1,756,956)
--------------- ---------------- --------------- ---------------
--------------- ---------------- --------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
VARIABLE GLOBAL GOVERNMENT INCOME VARIABLE U.S. GOVERNMENT INCOME
DIVISION DIVISION
--------------------------------- --------------------------------
1996 1995 1996 1995
--------------- ---------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 880,325 $ 2,001,213 $ 1,777,642 $ 2,189,649
Transfers between fund divisions and General
American......................................... (1,896,264) (126,814) (1,851,071) 1,369,582
Surrenders and withdrawals........................ (985,931) (981,723) (471,235) (517,308)
--------------- ---------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions............ (2,001,870) 892,676 (544,664) 3,041,923
--------------- ---------------- --------------- ---------------
Deductions:
Premium taxes................................... (40) 0 (40) (2)
Account fees.................................... (2,660) (2,950) (1,210) (2,096)
Surrender charges............................... (12,861) (14,015) (8,064) (8,459)
--------------- ---------------- --------------- ---------------
Total deductions.............................. (15,561) (16,965) (9,314) (10,557)
--------------- ---------------- --------------- ---------------
Net deposits into (deductions from) Separate
Account.......................................... $ (2,017,431) $ 875,711 $ (553,978) $ 3,031,366
--------------- ---------------- --------------- ---------------
</TABLE>

D14
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1996

<TABLE>
<CAPTION>
VARIABLE NEW PACIFIC VARIABLE EUROPE
DIVISION DIVISION
-------------------------------- --------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 3,858,542 $ 3,625,120 $ 2,421,423 $ 1,607,354
Transfers between fund divisions and
General American................................. (1,319,905) 1,060,224 2,917,523 (1,000,779)
Surrenders and withdrawals........................ (2,334,135) (1,494,877) (1,410,434) (1,162,758)
--------------- --------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions............ 204,502 3,190,467 3,928,512 (556,183)
--------------- --------------- --------------- ---------------
Deductions:
Premium taxes................................... (75) (488) (708) (22)
Account fees.................................... (27,923) (13,935) (10,097) (5,057)
Surrender charges............................... (53,067) (35,814) (27,325) (30,611)
--------------- --------------- --------------- ---------------
Total deductions.............................. (81,065) (50,237) (38,130) (35,690)
--------------- --------------- --------------- ---------------
Net deposits into (deductions from)
Separate Account................................. $ 123,437 $ 3,140,230 $ 3,890,382 $ (591,873)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------

<CAPTION>
VARIABLE AMERICA
DIVISION
--------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Total gross deposits.............................. $ 5,700,168 $ 9,630,823
Transfers between fund divisions and
General American................................. (3,361,891) 10,537,113
Surrenders and withdrawals........................ (4,149,012) (2,670,026)
--------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions............ (1,810,735) 17,497,910
--------------- ---------------
Deductions:
Premium taxes................................... (414) (6)
Account fees.................................... (19,526) (18,425)
Surrender charges............................... (94,727) (61,079)
--------------- ---------------
Total deductions.............................. (114,667) (79,510)
--------------- ---------------
Net deposits into (deductions from)
Separate Account................................. $ (1,925,402) $ 17,418,400
--------------- ---------------
--------------- ---------------
</TABLE>
<TABLE>
<CAPTION>
VARIABLE EMERGING MARKETS VARIABLE NATURAL RESOURCES
DIVISION DIVISION*
-------------------------------- --------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 3,824,754 $ 3,363,325 $ 3,917,604 $ 432,775
Transfers between fund divisions and
General American................................. 2,368,261 (104,693) 9,030,189 828,362
Surrenders and withdrawals........................ (907,826) (726,356) (353,717) (104,551)
--------------- --------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions.............. 5,285,189 2,532,276 12,594,076 1,156,586
--------------- --------------- --------------- ---------------
Deductions:
Premium taxes................................... 5 (5) 0 0
Account fees.................................... (5,528) (2,243) (7,097) (455)
Surrender charges............................... (13,827) (9,834) (4,221) (168)
--------------- --------------- --------------- ---------------
Total deductions.............................. (19,350) (12,082) (11,318) (623)
--------------- --------------- --------------- ---------------
Net deposits into Separate Account................ $ 5,265,839 $ 2,520,194 $ 12,582,758 $ 1,155,963
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------

VARIABLE INFRASTRUCTURE
DIVISION*
--------------------------------
1996 1995
--------------- ---------------
<S> <C> <C>
Total gross deposits.............................. $ 1,856,356 $ 935,004
Transfers between fund divisions and
General American................................. 2,122,405 634,407
Surrenders and withdrawals........................ (165,583) (102,860)
--------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions.............. 3,813,178 1,466,551
--------------- ---------------
Deductions:
Premium taxes................................... 0 0
Account fees.................................... (490) (60)
Surrender charges............................... (2,113) (416)
--------------- ---------------
Total deductions.............................. (2,603) (476)
--------------- ---------------
Net deposits into Separate Account................ $ 3,810,575 $ 1,466,075
--------------- ---------------
--------------- ---------------
</TABLE>

- ----------------
* The Variable Natural Resources Division and the Variable Infrastructure
Division commenced operations January 31, 1995.

D15
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

December 31, 1996

<TABLE>
<CAPTION>
VARIABLE GROWTH & INCOME VARIABLE LATIN AMERICA DIVISION
DIVISION
-------------------------------- --------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 4,439,621 $ 2,997,409 $ 2,386,980 $ 3,946,085
Transfers between fund divisions and General
American......................................... 850,032 850,154 (2,174,243) (2,665,686)
Surrenders and withdrawals........................ (3,875,684) (2,495,073) (1,689,032) (1,896,475)
--------------- --------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions.............. 1,413,969 1,352,490 (1,476,295) (616,076)
Deductions:
Premium taxes................................... (393) 0 (850) (22)
Account fees.................................... (8,243) (9,734) (5,994) (7,079)
Surrender charges............................... (61,282) (64,769) (32,930) (37,669)
--------------- --------------- --------------- ---------------
Total deductions.............................. (69,918) (74,503) (39,774) (44,770)
--------------- --------------- --------------- ---------------
Net deposits into (deductions from) Separate
Account.......................................... $ 1,344,051 $ 1,277,987 $ (1,516,069) $ (660,846)
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
</TABLE>

<TABLE>
<CAPTION>
VARIABLE TELECOMMUNICATIONS VARIABLE INTERNATIONAL
DIVISION DIVISION
-------------------------------- --------------------------------
1996 1995 1996 1995
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Total gross deposits.............................. $ 9,624,221 $ 7,440,798 $ 813,886 $ 1,136,543
Transfers between fund divisions and General
American......................................... (819,084) 2,141,926 176,650 726,150
Surrenders and withdrawals........................ (5,447,592) (2,885,630) (217,017) (350,536)
--------------- --------------- --------------- ---------------
Total of gross deposits, transfers, and
surrenders between fund divisions.............. 3,357,545 6,697,094 773,519 1,512,157
Deductions:
Premium taxes................................... (1,370) (26) 0 0
Account fees.................................... (38,560) (34,324) (1,925) (1,693)
Surrender charges............................... (95,260) (65,968) (5,020) (8,407)
--------------- --------------- --------------- ---------------
Total deductions.............................. (135,190) (100,318) (6,945) (10,100)
--------------- --------------- --------------- ---------------
Net deposits into (deductions from) Separate
Account.......................................... $ 3,222,355 $ 6,596,776 $ 766,574 $ 1,502,057
--------------- --------------- --------------- ---------------
--------------- --------------- --------------- ---------------
</TABLE>

D16
<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT AND
GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

SCHEDULE OF INVESTMENTS

December 31, 1996

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SEPARATE ACCOUNT TWENTY-EIGHT: NO. OF SHARES MARKET VALUE
- -------------------------------------------------------------------------------- ------------- ------------
<S> <C> <C>
GT Global Money Market Fund................................................... 16,765,081 $ 16,765,081
GT Global Variable Strategic Income Fund...................................... 2,451,041 32,794,928
GT Global Variable Global Government Income Fund.............................. 907,172 10,378,048
GT Global Variable U.S. Government Income Fund................................ 473,639 5,404,215

SEPARATE ACCOUNT TWENTY-NINE:
- --------------------------------------------------------------------------------
<S> <C> <C>
GT Global Variable New Pacific Fund........................................... 1,803,825 32,504,929
GT Global Variable Europe Fund................................................ 1,162,519 24,819,775
GT Global Variable America Fund............................................... 2,110,549 41,598,928
GT Global Variable Growth & Income Fund....................................... 2,202,728 36,367,040
GT Global Variable Latin America Fund......................................... 1,464,573 21,675,681
GT Global Variable Telecommunications Fund.................................... 3,433,799 62,289,120
GT Global Variable International Fund......................................... 386,130 4,598,808
GT Global Variable Emerging Markets Fund...................................... 1,254,395 17,887,677
GT Global Variable Natural Resources Fund..................................... 767,600 16,104,241
GT Global Variable Infrastructure Fund........................................ 358,575 5,905,729
</TABLE>

See accompanying independent auditors' report.

D17
<PAGE>

GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT

CONDENSED FINANCIAL INFORMATION

December 31, 1996

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

<TABLE>
<CAPTION>
ACCUMULATION TOTAL UNITS
ACCUMULATION UNIT VALUE: OUTSTANDING,
UNIT VALUE: END OF END OF PERIOD
SEPARATE ACCOUNT TWENTY-EIGHT: BEGINNING OF PERIOD* PERIOD (IN THOUSANDS)
- ---------------------------------------------------------------------- -------------------- ------------ --------------
<S> <C> <C> <C> <C>
Money Market Division................................................. 1996 12.87 13.30 1,490
1995 12.40 12.87 1,158
1994 12.15 12.40 1,572
1993 12.00 12.15 303
Variable Strategic Income Division.................................... 1996 14.56 17.46 1,807
1995 12.36 14.56 1,737
1994 15.11 12.36 1,886
1993 12.00 15.11 1,187
Variable Global Government Income Division............................ 1996 13.33 13.95 743
1995 11.66 13.33 893
1994 12.95 11.66 825
1993 12.00 12.95 464
Variable U.S. Government Income Division.............................. 1996 13.18 13.29 410
1995 11.65 13.18 452
1994 12.61 11.65 205
1993 12.00 12.61 69
</TABLE>

- --------------
* At inception of Separate Account on February 10, 1993.

See accompanying independent auditors' report.

D18
<PAGE>

GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-NINE

CONDENSED FINANCIAL INFORMATION

December 31, 1996

<TABLE>
<CAPTION>
ACCUMULATION TOTAL UNITS
ACCUMULATION UNIT VALUE: OUTSTANDING,
UNIT VALUE: END OF END OF PERIOD
SEPARATE ACCOUNT TWENTY-NINE: BEGINNING OF PERIOD* PERIOD (IN THOUSANDS)
- ---------------------------------------------------------------------- -------------------- ------------ --------------
<S> <C> <C> <C> <C>
Variable New Pacific Division......................................... 1996 13.48 17.41 1,776
1995 13.70 13.48 1,687
1994 15.87 13.70 1,410
1993 12.00 15.87 492
Varible Europe Division............................................... 1996 16.05 20.62 1,182
1995 14.84 16.05 970
1994 15.14 14.84 1,007
1993 12.00 15.14 349
Variable America Division............................................. 1996 19.69 23.02 1,802
1995 15.93 19.69 1,906
1994 13.59 15.93 953
1993 12.00 13.59 117
Variable Growth & Income Division..................................... 1996 15.23 17.47 2,080
1995 13.37 15.23 2,002
1994 13.96 13.37 1,908
1993 12.00 13.96 827
Variable Latin America Division....................................... 1996 14.06 16.98 1,292
1995 18.79 14.06 1,380
1994 17.46 18.79 1,412
1993 12.00 17.46 463
Variable Telecommunications Division.................................. 1996 16.79 19.76 3,177
1995 13.77 16.79 3,019
1994 13.03 13.77 2,612
1993 12.00 13.03 605
Variable International Division....................................... 1996 10.94 11.70 384
1995 11.22 10.94 314
1994 12.00 11.22 172
Variable Emerging Markets Division.................................... 1996 10.88 14.06 1,234
1995 11.93 10.88 809
1994 12.00 11.93 574
Variable Natural Resources Division................................... 1996 14.47 21.57 746
1995 12.00 14.47 86
Variable Infrastructure Division...................................... 1996 13.10 16.13 366
1995 12.00 13.10 113
</TABLE>

- --------------
* At inception of Separate Account on February 10, 1993, except for the Variable
Telecommunications Division, which commenced operations on October 18, 1993;
the Variable International Growth Division, which commenced operations on July
12, 1994; the Variable Emerging Markets Division, which commenced operations
on July 6, 1994; and the Variable Natural Resources Division and Variable
Infrastructure Division which commenced operations on January 31, 1995.

See accompanying independent auditors' report.

D19
<PAGE>

Independent Auditors' Report

The Board of Directors and Policyholders
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, 1996 and
1995, and the related consolidated statements of operations, policyholders'
surplus, and cash flows for each of the years in the three-year period ended
December 31, 1996. 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 audits 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 consolidated financial position
of General American Life Insurance Company and subsidiaries as of December 31,
1996 and 1995, and the results of their consolidated operations and their
consolidated cash flows for each of the years in the three-year period ended
December 31, 1996, in conformity with generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, the
Company adopted Statement of Financial Accounting Standards No. 120,
Accounting and Reporting by Mutual Life Insurance Enterprises and by Insurance
Enterprises for Certain Long-Duration Participating Contracts in 1996.

/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
March 5, 1997

<PAGE>

Consolidated Balance Sheets
(in thousands)

<TABLE>
<CAPTION>
As of December 31
Assets 1996 1995
- --------------------------------------------------
<S> <C> <C>
Fixed maturities:
Available-for-sale, at fair value $ 6,758,309 5,621,482
Mortgage loans, net 2,273,627 1,709,115
Real estate, net 203,767 210,170
Equity securities, at fair value 20,905 17,087
Policy loans 1,917,861 1,707,237
Short-term investments 55,594 36,141
Other invested assets 183,612 150,885
------------ ----------
Total investments 11,413,675 9,452,117
Cash and cash equivalents 142,724 144,897
Accrued investment income 148,419 132,144
Reinsurance recoverables 3,515,640 3,104,931
Deferred policy acquisition costs 652,251 526,939
Other assets 406,943 383,975
Separate account assets 2,833,258 2,182,101
------------ ----------
Total assets $ 19,112,910 15,927,104
============ ==========

Liabilities and Policyholders' Surplus
- -------------------------------------------------
Policy and contract liabilities:
Future policy benefits $ 4,238,033 3,907,522
Policyholder account balances:
Universal life 1,419,184 1,198,298
Annuities 4,300,070 4,314,642
Pension funds 3,306,351 1,798,514
Policy and contract claims 352,433 337,781
Dividends payable to policyholders 103,019 90,323
------------ ----------
Total policy and contract liabilities 13,719,090 11,647,080
Amounts payable to reinsurers 393,657 149,735
Notes payable 295,614 208,118
Other liabilities and accrued expenses 670,109 581,416
Deferred tax liability 43,277 50,391
Separate account liabilities 2,810,907 2,168,933
------------ ----------
Total liabilities 17,932,654 14,805,673
Minority interests 182,469 164,348
Policyholders' surplus:
Unassigned funds 983,222 893,887
Foreign currency translation adjustments (35,802) (34,259)
Unrealized gain on investments, net of taxes 50,367 97,455
------------ ----------
Total policyholders' surplus 997,787 957,083
------------ ----------
Total liabilities and policyholders' surplus $ 19,112,910 15,927,104
============ ==========
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

Consolidated Statements of Operations
(in thousands)

<TABLE>
<CAPTION>
Years ended December 31
Revenues 1996 1995 1994
- -------------------------------------------------
<S> <C> <C> <C>
Insurance premiums and other considerations $ 1,623,228 1,498,013 1,597,814
Net investment income 790,897 669,443 551,471
Ceded commissions 27,538 14,908 31,208
Other income 274,277 176,662 150,305
Net realized investment gains (losses) 24,531 280,756 (50,066)
------------ --------- ---------
Total revenues 2,740,471 2,639,782 2,280,732

Benefits and Expenses
- -------------------------------------------------
Policy benefits 934,369 831,811 955,683
Interest credited to policyholder account balances 301,678 227,512 167,625
------------ --------- ---------
Total policyholder benefits 1,236,047 1,059,323 1,123,308

Dividends to policyholders 171,904 264,658 141,546
Policy acquisition costs 143,094 138,811 105,288
Other insurance and operating expenses 1,026,412 790,266 808,317
------------ --------- ---------

Total benefits and expenses 2,577,457 2,253,058 2,178,459
------------ --------- ---------
Income before provision for income taxes
and minority interest 163,014 386,724 102,273
------------ --------- ---------

Provision for income taxes:
Current 45,902 115,769 61,508
Deferred 13,992 29,411 (8,839)
------------ --------- ---------
Total provision for income taxes 59,894 145,180 52,669
------------ --------- ---------
Income before minority interest 103,120 241,544 49,604

Minority interest in earnings of consolidated
subsidiaries (19,888) (17,512) (21,732)
------------ --------- ---------
Net income $ 83,232 224,032 27,872
============ ========= =========

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

<PAGE>

Consolidated Statements of Policyholders' Surplus
(in thousands)
<TABLE>
<CAPTION>

Years ended December 31
Foreign Unrealized
currency gain (loss) on Total
Unassigned translation investments, policyholders'
funds adjustments net of taxes surplus
-----------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1993 $ 641,315 (36,219) (356) 604,740
Implementation of SFAS No. 115 79,152 79,152
Net income 27,872 27,872
Foreign currency translation adjustments (3,948) (3,948)
Change in unrealized gain (loss) on
investments, net of tax (144,205) (144,205)
Other, net (2,468) (2,468)
-----------------------------------------------------------------
Balance at December 31, 1994 666,719 (40,167) (65,409) 561,143
Net income 224,032 224,032
Foreign currency translation adjustments 5,908 5,908
Change in unrealized gain (loss) on
investments, net of tax 162,864 162,864
Other, net 3,136 3,136
-----------------------------------------------------------------
Balance at December 31, 1995 893,887 (34,259) 97,455 957,083
Net income 83,232 83,232
Foreign currency translation adjustments (1,543) (1,543)
Change in unrealized gain (loss) on
investments, net on tax (47,088) (47,088)
Other, net 6,103 6,103
-----------------------------------------------------------------
Balance at December 31, 1996 $ 983,222 (35,802) 50,367 997,787
=================================================================

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

<PAGE>

Consolidated Statements of Cash Flows
(in thousands)

Years ended December 31

Cash flows from operating activities 1996 1995 1994
- -------------------------------------------------
<S> <C> <C> <C>
Net income $ 83,232 224,032 27,872
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Change in:
Accrued investment income (16,275) (22,202) (25,489)
Reinsurance recoverables (410,709) 262,054 (92,099)
Deferred policy acquisition costs (87,249) (23,141) (47,268)
Other assets (16,248) (67,650) 8,401
Future policy benefits 330,511 399,261 466,069
Policy and contract claims 14,652 74,173 54,108
Other liabilities and accrued expenses 315,667 184,756 (222,015)
Deferred income taxes 14,505 29,411 (8,839)
Policyholder considerations (144,748) (140,475) (113,557)
Interest credited to policyholder account balances 301,678 227,512 167,625
Amortization and depreciation 28,375 19,196 19,116
Net realized investment (gains) losses (24,531) (280,756) 50,066
Other, net (14,554) 2,488 12,527
----------- ----------- -----------

Net cash provided by operating activities 374,306 888,659 296,517
----------- ----------- -----------

Cash flows from investing activities
- -------------------------------------------------
Proceeds from investments sold or redeemed:
Fixed maturities available-for-sale 1,822,169 1,482,122 816,952
Mortgage loans 182,650 206,520 135,503
Equity securities 13,427 468,143 38,868
Short-term and other invested assets 84,748 414,102 59,429
Cost of investments purchased in:
Fixed maturities available-for-sale (3,428,943) (3,010,016) (1,245,700)
Fixed maturities held-to-maturity - (3,068) (45,263)
Equity securities (39,553) (89,062) (16,822)
Short-term and other invested assets (97,426) (16,471) (17,316)
Mortgage loan originations (593,438) (431,043) (309,433)
Maturity of fixed maturities held-to-maturity - 6,365 9,002
Maturity of fixed maturities available-for-sale 225,087 75,518 62,716
Increase in policy loans, net (210,624) (211,526) (168,547)
Investments in subsidiaries (4,807) (126,363) -
----------- ----------- -----------

Net cash used in investing activities (2,046,710) (1,234,779) (680,611)
----------- ----------- -----------

Cash flows from financing activities
- -------------------------------------------------

Net deposits 1,558,153 259,695 445,279
Issuance of debt 106,903 100,219 107,000
Repayment of debt (19,497) (4,800) (37,285)
Dividends (1,832) (4,376) (4,124)
Other, net 26,770 17,498 21,563
----------- ----------- -----------

Net cash provided by financing activities 1,670,497 368,236 532,433
----------- ----------- -----------

Effect of exchange rate changes (266) 5,908 (7,922)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents (2,173) 28,024 140,417
Cash and cash equivalents at beginning of year 144,897 116,873 (23,544)
----------- ----------- -----------

Cash and cash equivalents at end of year $ 142,724 144,897 116,873
=========== =========== ===========

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

<PAGE>

Notes to Consolidated Financial Statements

(1) Basis of Presentation and Summary of Significant Accounting Policies

General American Life Insurance Company (General American or the Company) is a
mutual life insurance company originally incorporated as a stock life
insurance company under the laws of Missouri in 1933, which began operations
as a mutual company in 1936. The consolidated financial statements include
the assets, liabilities, and results of operations of General American and its
wholly owned subsidiaries, General American Holding Company, a non-insurance
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 and its 63
percent owned subsidiary, Reinsurance Group of America, Incorporated (RGA), an
insurance holding company. All significant intercompany balances and
transactions have been eliminated.

The Company's principal lines of business, conducted through General American
or one of its subsidiaries, are: Individual Life Insurance, Annuities, Group
Life and Health Insurance, Asset Management, and Reinsurance. General
American distributes its products and services primarily through a nationwide
network of general agencies, independent brokers, and group sales and claims
offices. General American (including its subsidiaries) is licensed to do
business in all fifty states, twelve Canadian provinces, Puerto Rico, and the
District of Columbia. Through its subsidiaries, the Company has operations in
Europe, Pacific Rim countries, and Latin America.

In January 1996, General American and Security Mutual Life Insurance Company
(a New York mutual company) entered into a strategic alliance agreement to
market life insurance products more efficiently and to achieve long-term
growth objectives. The agreement includes sharing expertise such as consulting
services, technology sharing, and investment advisory services.

The accompanying consolidated financial statements are prepared on the basis
of generally accepted accounting principles (GAAP). 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, as well as certain investments.

In April 1993, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 40, Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises. This
interpretation requires mutual life insurance enterprises which have
traditionally issued statutory based financial statements that have been
reported to be in conformity with GAAP, to apply all authoritative accounting
pronouncements in preparing those statements, effective for periods beginning
after December 31, 1994. In January 1995, the FASB issued Statement of
Financial Accounting Standards No. 120 (SFAS 120), Accounting and Reporting by
Mutual Life Insurance Enterprises and by Insurance Enterprises for Certain
Long Duration Participating Contracts, and the American Institute of Certified
Public Accountants (AICPA) issued Statement of Position 95-1 (SOP 95-1),
Accounting for Certain Insurance Activities of Mutual Life Enterprises, which
together define the GAAP model for mutual life insurance enterprises. These
pronouncements define the enterprises and method of accounting for certain
participating life insurance contracts of mutual and stock life insurance
companies that meet the criteria defined in SOP 95-1. SFAS 120 also deferred
implementation of Interpretation No. 40 to be concurrent with implementation
of SFAS 120. SFAS 120 and SOP 95-1 are effective for financial statements
issued for fiscal years beginning after December 15, 1995. The effect of
initially applying this new accounting model has been reported retroactively
through restatement of all periods presented. The cumulative effect was
recorded effective January 1, 1993.

<PAGE>

The significant accounting policies of the Company are as follows:

Recognition of Policy Revenue and Related Expenses

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.

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. Expenses consist primarily of
benefit payments in excess of policyholder account values and interest
credited to policyholder accounts. Profits are recognized over the life of
the universal life type contracts through amortization of deferred policy
acquisition costs in relation to the present value of estimated gross profits
from mortality, interest, surrender, and expense charges.

Invested Assets

Fixed Maturity and Equity Securities: Investment securities are accounted for
in accordance with SFAS 115, Accounting for Certain Investments in Debt and
Equity Securities. SFAS 115 requires debt and equity securities to be
classified into categories of available-for-sale, trading securities, or
held-to-maturity depending on an entity's ability and positive intent to hold
a security to maturity. Fixed maturities held-to-maturity, including
mortgage-backed and asset-backed securities, are reported at amortized cost
and are classified as such based on the Company's ability and positive intent
to hold such securities to maturity. 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. Effective December 31,
1995, the Company reclassified the entire portfolio of fixed maturities
held-to-maturity to available-for-sale in accordance with the FASB's Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities, which was issued during November 1995. This
reclassification gives the Company an added measure of flexibility in managing
credit quality in coordination with appropriate asset/liability matching.
Equity securities are carried at fair value.

Realized gains or losses on the sale of securities are determined on the basis
of specific identification and include the impact of any related amortization
of premiums or accretion of discounts which is generally computed consistent
with the interest method. Unrealized gains and losses are recorded, net of
related income tax effects, in a separate component of policyholders' surplus.

Mortgage Loans: Mortgage loans on real estate are stated at an unpaid
principal balance, net of unamortized discounts and valuation allowances. The
valuation allowances on mortgage loans are based on losses expected by
management to be realized on transfers of mortgage loans to real estate, on
the disposition or settlement of mortgage loans and on mortgage loans which
management believes will not be collectible in full. It is the Company's
policy to discontinue 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.

<PAGE>

Policy Loans, Real Estate and Other Invested Assets: Policy loans are carried
at an unpaid principal balance and are generally secured. Investment real
estate which the Company has the intent to hold for the production of income
is carried at depreciated cost plus capital additions, net of writedowns for
other than temporary declines in fair value and net of 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 less
estimated selling costs. Adjustments to carrying value of properties held for
sale are recorded in a valuation reserve when the fair value less estimated
selling costs is below depreciated cost. The accumulated depreciation and
encumbrances on real estate amounted to $53.0 million and $55.2 million at
December 31, 1996 and 1995, respectively. Direct valuation allowances
amounted to $15.7 million and $25.4 million at December 31, 1996 and 1995,
respectively. Other invested assets are recorded at amortized cost less
allowances for other than temporary declines in value.

Short-term Investments: Short-term investments, consisting primarily of money
market instruments and other debt issues purchased with a 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 General American determines that collection of all
amounts due under the contractual terms is doubtful. General American adjusts
invested assets to their estimated net realizable value at the point at which
it determines an impairment is other than temporary. In addition, General
American has established valuation allowances for mortgage loans and other
invested assets. Valuation 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 net investment income. 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

Bond 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 recalculated 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").

<PAGE>

Policy and Contract Liabilities

For traditional life insurance policies, future policy benefits and dividend
liabilities 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 General American'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 by taking the pro rata portion
of the following policy year dividend earned but unpaid. When the liabilities
less unamortized acquisition expenses are insufficient to provide for future
policy benefits and expenses under best estimate assumptions, the
unrecoverable deferred policy acquisition costs are written off and, if
necessary, an additional reserve established.

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.

Weighted average interest crediting rates were as follows:

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Universal life 6.00-7.56 % 6.00-7.87 % 6.00-7.36 %
Annuities 5.70-6.00 % 5.69-6.29 % 5.87 %
</TABLE>

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 benefits method
and experience assumptions for claim termination, expense, and interest which
also provide a margin for adverse deviation.

Policy and Contract Claims

General American 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
unreported 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 determined precisely and may vary from the estimated amount included
in the consolidated balance sheets.

<PAGE>

Deferred Policy Acquisition Costs

The costs of acquiring new business, which vary with and are primarily related
to the production of new business, have been deferred to the extent that such
costs are deemed recoverable from future estimated gross profits 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 in proportion to
the ratio of the expected annual premium revenue to the expected total premium
revenue. Expected future premium revenue is estimated with 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 margins
arising from estimates of mortality, interest, expense, and surrender
experience.

The average rates of assumed interest used in estimated gross margins were as
follows:

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Participating life 8.70 % 7.81 % 6.80 %
Universal life 6.00-8.20 % 6.00-7.56 % 7.45-7.75 %
Annuities 7.83 % 8.04 % 7.31 %
</TABLE>

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. Under SFAS 115, deferred policy
acquisition costs are adjusted for the impact on estimated gross margins of
net unrealized gains and losses on securities.

Reinsurance

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
$.1 million and $2.5 million depending on the entity writing the policy.

Reinsurance activities are accounted for consistent with terms of the risk
transfer reinsurance 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.

<PAGE>

Federal Income Taxes

General American and certain of its U.S. subsidiaries file a consolidated
federal income tax return. In order to consolidate, General American must
possess both 80 percent of the total voting power and 80 percent of the value
of the stock of the subsidiary. Further, even if it meets the 80 percent
test, 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 also files a U.S. tax return. The
Company's Canadian, Argentine, Australian, Chilean, Mexican, and Spanish
subsidiaries are taxed under applicable local statutes.

The Company uses the asset and liability method to record deferred income
taxes. 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.

Separate Account Business

The assets and liabilities of the separate accounts 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 contract
holders. The Company charges the separate accounts for risks it assumes in
issuing a contract and retains varying amounts of withdrawal charges to cover
expenses in the event of early withdrawals by contract holders. The assets
and liabilities of the separate account are carried at fair value. The
Company's participation in the separate accounts (seed money) is carried at
its fair value in the separate account, and amounted to $22.3 million and
$13.2 million at December 31, 1996, and 1995, 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. Prepayments are assumed to occur at the same rate as
in previous periods when interest rates were at levels similar to current
levels. The fair values of equity securities are based on quoted market prices.

<PAGE>

Mortgage loans: The fair values of mortgage loans are estimated using
discounted cash flow analyses and using 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.

Real estate: The fair value of real estate is based on market values for
comparable local real estate.

Policy loans: The fair value of policy loans approximates the carrying value.
The majority of these loans are indexed, with 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.

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.

Short-term investments and cash and cash equivalents: The carrying amount is
considered a reasonable estimate of fair value.

Notes payable: The fair value of notes payable is estimated using discounted
cash flow calculations based on interest rates currently being offered for
similar instruments.

(2) Acquisitions and Divestitures

On June 1, 1995, the Company acquired Xerox Life Insurance Companies, now
known as Cova Corporation (Cova). At acquisition, Cova had total assets of
approximately $635.6 million. The purchase price of approximately $107.7
million was funded from the Company's operations.

Effective July 31, 1995, the Company entered into a merger arrangement with
Conning Corporation and Subsidiaries (Conning), an investment management firm,
whereby the Company acquired Conning and subsequently contributed Conning and
General American Investment Management Company, a wholly owned subsidiary, to
form Conning Asset Management Company (CAM). At acquisition, Conning had
total assets of approximately $16.0 million. The purchase price consisted of
approximately $13.0 million in cash (from the Company's operations) and 3.2
million shares of CAM convertible redeemable preferred stock, with fair value
of approximately $17.0 million.

<PAGE>

These transactions were accounted for using the purchase method of accounting.
The results of operations of the acquired entities are included in the
consolidated financial statements subsequent to the respective acquisition
dates. The excess of cost over fair value of net assets acquired amounted to
approximately $56.6 million and $23.1 million for Cova and Conning,
respectively, and is being amortized over approximately 20 years.

On January 3, 1995, the Company sold its 72 percent ownership in GenCare
Health Systems, Inc. to United HealthCare Corporation. Proceeds received net
of expenses were $365.0 million and the net realized gain on sale was $170.2
million.

(3) Investments

Fixed maturities and equity securities The amortized cost and estimated fair
value of fixed maturity and equity securities at December 31, 1996 and 1995
are as follows (in thousands):

<TABLE>
<CAPTION>
1996
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value

<S> <C> <C> <C> <C>
Available-for-sale:
U. S. Treasury securities $ 28,980 368 (151) 29,197
Government agency obligations 343,945 41,324 (970) 384,299
Corporate securities 4,071,775 158,361 (39,623) 4,190,513
Mortgage-backed securities 1,949,717 18,927 (14,386) 1,954,258
Asset-backed securities 198,934 1,599 (491) 200,042
-----------------------------------------------------------
Total fixed maturities
available-for-sale $ 6,593,351 220,579 (55,621) 6,758,309
===========================================================

Equity securities $ 21,460 1,137 (1,692) 20,905
===========================================================

1995
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value

<S> <C> <C> <C> <C>
Available-for-sale:
U. S. Treasury securities $ 37,216 1,089 (12) 38,293
Government agency obligations 444,936 39,406 (1,151) 483,191
Corporate securities 3,500,376 252,109 (18,477) 3,734,008
Mortgage-backed securities 1,213,081 34,343 (2,071) 1,245,353
Asset-backed securities 118,004 2,660 (27) 120,637
-----------------------------------------------------------

Total fixed maturities
available-for-sale $ 5,313,613 329,607 (21,738) 5,621,482
===========================================================

Equity securities $ 14,239 5,190 (2,342) 17,087
===========================================================

</TABLE>

<PAGE>

General American manages its credit risk associated with fixed maturities by
diversifying its portfolio. At December 31, 1996, General American held no
corporate debt securities or foreign government debt securities of a single
issuer which had a carrying value in excess of 10 percent of policyholders'
surplus.

The carrying value of the Company's investments in principal-only securities
and interest-only securities totaled approximately $7.4 million and $14.9
million or approximately .05 percent and .1 percent of total invested assets
at December 31, 1996 and 1995, respectively.

The amortized cost and estimated fair value of fixed maturities at December
31, 1996, by contractual maturity, are shown below (in thousands). 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 $ 67,398 68,130
Due after one year through five years 937,312 953,122
Due after five years through ten years 1,664,499 1,683,183
Due after ten years through twenty years 1,974,425 2,099,616
Mortgage-backed securities 1,949,717 1,954,258
---------------------------
Total $ 6,593,351 6,758,309
============================

</TABLE>

The sources of net investment income follow (in thousands):

1996 1995 1994
<S> <C> <C> <C>
Fixed maturities $ 471,038 373,564 299,096
Mortgage loans 171,781 143,047 139,392
Real estate 39,062 37,108 41,498
Equity securities 755 622 544
Policy loans 133,511 127,920 104,437
Short-term investments 13,979 26,920 10,059
Other 9,705 (369) 1,019
---------------------------------------
Investment revenue 839,831 708,812 596,045
Investment expenses (48,934) (39,369) (44,574)
----------------------------------------

Net investment income $ 790,897 669,443 551,471
========================================

</TABLE>

<PAGE>

Net realized gains (losses) from sales of investments consist of the
following (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
<S>
Fixed maturities: <C> <C> <C>
Realized gains $ 27,928 30,139 14,304
Realized losses (10,398) (9,000) (29,761)

Equity securities:
Realized gains 6,146 306,142 5,649
Realized losses (288) (5,259) (2,282)

Other investments, net 1,143 (41,266) (37,976)
----------------------------------------
Net realized investment gains (losses) $ 24,531 280,756 (50,066)
=========================================

</TABLE>

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>
1996 1995
<S>
Unrealized appreciation (depreciation): <C> <C>
Fixed maturities available-for-sale $ 164,957 308,203
Equity securities and short-term investments 605 (8)
Deferred policy acquisition costs (70,038) (130,091)
Effect on present value of future profits 1,986 (7,021)
Deferred income taxes (36,705) (61,414)
Minority interest, net of taxes (10,438) (12,214)
---------------------------
Net unrealized appreciation $ 50,367 97,455
============================

</TABLE>

<PAGE>

The Company has securities on deposit with various state insurance departments
and regulatory authorities with an amortized cost of approximately $278.6
million and $202.2 million at December 31, 1996, and 1995, 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 80 percent or
less. The Company monitors creditworthiness of the borrowers by using controls
that include credit approvals, limits, and other monitoring mechanisms. The
Company minimizes risk through geographic and property type diversification.
The Company's mortgage loans were distributed as follows (in thousands):

1996 1995
Carrying Percent of Carrying Percent of
Value Total Value Total
<S> <C> <C> <C> <C>
Arizona $ 185,575 8.0 % $ 113,555 6.5 %
California 378,376 16.4 281,191 16.1
Colorado 226,531 9.8 212,295 12.1
Florida 193,570 8.4 189,967 10.8
Georgia 141,442 6.1 58,448 3.3
Illinois 183,883 8.0 162,072 9.3
Maryland 99,944 4.3 85,057 4.9
Missouri 102,111 4.4 85,669 4.9
Texas 225,697 9.8 156,528 8.9
Virginia 92,663 4.0 82,705 4.7
Other 481,546 20.8 323,448 18.5
-----------------------------------------------------
Subtotal 2,311,338 100.0 % 1,750,935 100.0 %
Valuation reserve (37,711) (41,820)
-----------------------------------------------------
Total $ 2,273,627 $ 1,709,115
======================================================

<PAGE>

1996 1995
Carrying Percent of Carrying Percent of
Value Total Value Total
<S> <C> <C> <C> <C>
Property Type
Apartment $ 131,352 5.7 % $ 96,209 5.5 %
Retail 966,298 41.8 681,740 38.9
Office building 641,204 27.7 487,763 27.9
Industrial 479,755 20.8 416,354 23.8
Other commercial 92,729 4.0 68,869 3.9
------------------------------------------------------

Subtotal 2,311,338 100.0 % 1,750,935 100.0 %
Valuation reserve (37,711) (41,820)
------------------------------------------------------

Total $ 2,273,627 $ 1,709,115
======================================================

</TABLE>

SFAS 114, Accounting by Creditors for Impairment of a Loan, which was amended
by SFAS 118, Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures, requires that an impaired loan be measured at the
present value of expected future cash flows or, alternatively, the observable
market price or the fair value of the collateral. General American adopted
these standards as of January 1, 1995, with no material impact.

Mortgage loans which have been non-income producing for the preceding twelve
months were $5.1 million and $25.8 million at December 31, 1996 and 1995,
respectively. At December 31, 1996 and 1995, the recorded investment in
mortgage loans that were considered impaired under SFAS 114 was $86.5 million
and $129.3 million, respectively, with related allowances for credit losses of
$8.0 million and $16.9 million, respectively. The average recorded investment
in impaired loans during 1996 and 1995 was $107.9 million and $174.9 million,
respectively. For the years ended December 31, 1996 and 1995, the Company
recognized $6.6 million and $11.9 million, respectively, of interest income on
those impaired loans, which included $6.7 million and $12.0 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, 1996
totalling $227.0 million. During 1995, the Company entered into an agreement
whereby approximately $109.8 million of mortgage loans were sold by the
Company for securitization and resale by a financial institution as mortgage
pass-through certificates. In conjunction with this transaction, the Company
entered into futures positions to hedge against interest rate risk. The sale
of these mortgage loans resulted in a net loss of approximately $.4 million.
In addition, the close-out of the futures positions related to this
transaction resulted in a net loss of approximately $6.4 million.

Derivatives
The Company has only limited involvement with derivative financial instruments
and does not use them for trading purposes. The Company is sensitive to
interest rate changes, as its liabilities may reprice or mature before
interest-earning assets. 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, 1996, the Company has eight outstanding interest rate swap
agreements which expire at various dates through 2026. Under four of the
agreements, the Company receives a fixed rate ranging from 5.8 percent to 6.9
percent on $15.4 million and pays a floating rate based on the London
Interbank Offered Rate (LIBOR).

<PAGE>

Under the remaining four agreements, the Company receives a floating rate
based on LIBOR on $25.0 million and pays a fixed rate ranging from 6.5 percent
to 8.3 percent. The estimated fair value of the agreements was a net loss of
approximately $2.0 million, which is not recognized in the accompanying
consolidated balance sheet. At December 31, 1995 the Company's exposure to
derivative financial instruments was 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.

(4) 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, 1996 and 1995. 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>
1996 1995
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
<S>
Assets: <C> <C> <C> <C>
Fixed maturities $ 6,758,309 6,758,309 5,621,482 5,621,482
Mortgage loans 2,273,627 2,354,072 1,709,115 1,825,000
Real estate 203,767 254,387 210,170 259,664
Equity securities 20,905 20,905 17,087 17,087
Policy loans 1,917,861 1,917,861 1,707,237 1,707,237
Short-term investments 55,594 55,594 36,141 36,141
Other invested assets 183,612 183,628 150,885 150,885
Separate account assets 2,833,258 2,833,258 2,182,101 2,182,101
Liabilities:
Policyholder account
balances relating to
investment contracts 5,920,651 5,829,603 5,212,444 5,138,433
Notes payable 295,614 293,913 208,118 215,969
Separate account liabilities 2,810,907 2,810,907 2,168,933 2,168,933
</TABLE>

(5) Reinsurance

The Company is a major reinsurer to the life and health industry. The effect
of reinsurance on premiums and other considerations is as follows (in
thousands):

<TABLE>
<CAPTION>
1996 1995 1994

<S> <C> <C> <C>
Direct $ 1,097,340 1,069,248 1,245,112
Assumed 827,171 700,152 615,870
Ceded (301,283) (271,387) (263,168)
-----------------------------------
Net insurance premiums and
other considerations $ 1,623,228 1,498,013 1,597,814
====================================
</TABLE>

<PAGE>

Reinsurance assumed represents approximately $160.0 billion, $157.9 billion,
and $160.0 billion, of insurance in force at December 31, 1996, 1995, and
1994, respectively. The amount of ceded insurance in force, including
retrocession, was $53.2 billion, $48.7 billion, and $46.3 billion, for 1996,
1995, and 1994, respectively.

On July 1, 1995 RGA entered into reinsurance agreements with another company,
wherein RGA assumed virtually all of the life, health, and annuity financial
reinsurance inforce retained by the other company at that time. RGA
simultaneously entered into reinsurance agreements wherein RGA retroceded to
various retrocessionaires all of the financial reinsurance assumed under the
above clients, while retaining a net risk charge margin.

(6) Federal Income Taxes

Income tax expense (benefit) attributable to income from continuing operations
consists of the following (in thousands):

<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Current income tax expense $ 45,902 115,769 61,508
Deferred income tax expense (benefit) 13,992 29,411 (8,839)
--------------------------------
Provision for income taxes $ 59,894 145,180 52,669
=================================

</TABLE>

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>
1996 1995 1994

<S> <C> <C> <C>
Computed "expected" tax expense $ 57,055 135,353 35,796
Increase (decrease) in income tax
resulting from:
Surplus tax on mutual life
insurance companies 4,777 - 15,674
Foreign tax rate in excess of
U.S. tax rate 941 763 683
Tax preferred investment income (7,318) (5,784) (2,660)
State tax net of federal benefit 971 292 296
GAAP/tax basis difference on GenCare - 15,710 -
Goodwill amortization 895 567 609
Difference in book vs. tax basis in
domestic subsidiaries 2,230 1,547 -
Other, net 343 (3,268) 2,271
--------------------------------
Provision for income taxes $ 59,894 145,180 52,669
=================================

</TABLE>

<PAGE>

Total income taxes were allocated as follows:

1996 1995 1994

<S> <C> <C> <C>
Provision for income taxes from
continuing operations $ 59,894 145,180 52,669
Income tax from policyholders' surplus:
Unrealized holding gain or loss on debt
and equity securities recognized for
financial reporting purposes (24,612) 99,871 (38,420)
Other (1,023) - -
--------------------------------
Total income tax $ 34,259 245,051 14,249
=================================

</TABLE>

The tax effects of temporary differences that give rise to significant
portions of deferred tax assets and liabilities at December 31, 1996 and 1995
are presented below (in thousands):

1996 1995

<S> <C> <C>
Deferred tax assets:
Reserve for future policy benefits $ 138,848 130,043
Deferred acquisition costs capitalized for tax 95,332 88,099
Difference in basis of post retirement benefits 13,993 -
Net operating loss 22,789 11,578
Other, net 106,263 192,305
---------------------
Gross deferred tax assets 377,225 422,025
Less valuation allowance 1,299 778
----------------------

Total deferred tax asset after valuation allowance 375,926 421,247
======================

Deferred tax liabilities:
Unrealized gain on investments 63,204 109,720
Deferred acquisition costs capitalized
for financial reporting 246,858 187,709
Difference in the tax basis of cash
and invested assets 19,222 20,609
Other, net 89,919 153,600
---------------------
Total deferred tax liabilities 419,203 471,638
----------------------

Net deferred liability $ 43,277 50,391
======================

</TABLE>

<PAGE>

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, 1996, 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, Genelco's Spanish and
Mexican subsidiaries, and International Underwriting Services. As of December
31, 1995, the Company has provided a 100 percent valuation allowance against
the deferred tax asset related to International Underwriting Services' net
operating loss and to Genelco's Mexican and Spanish net operating losses.
International Underwriting Services' losses are not shown as deferred tax
benefits because this subsidiary has had no prior earnings history.

At December 31, 1996, the Company had capital loss carryforwards of $0.9
million. During 1996, 1995, and 1994 the Company paid income taxes totaling
approximately $20.7 million, $121.7 million, and $34.4 million, respectively.
At December 31, 1996, the Company's subsidiaries had recognized deferred tax
assets associated with net operating loss carryforwards of approximately $61.4
million. The net operating loss and capital losses are expected to be utilized
during the period allowed for carryforwards.

(7) Deferred Policy Acquisition Costs

A summary of the policy acquisition costs deferred and amortized is as
follows (in thousands):

1996 1995 1994
<S> <C> <C> <C>
Balance at beginning of year $ 526,939 664,452 587,546
Policy acquisition costs deferred 206,790 163,218 150,406
Policy acquisition costs amortized (182,038) (176,216) (138,813)
Interest credited 38,944 37,405 33,525
Deferred policy acquisition costs relating
to change in unrealized (gain) loss on
investments available for sale 61,616 (161,920) 31,788
----------------------------------
Balance at end of year $ 652,251 526,939 664,452
===================================

</TABLE>

<PAGE>

(8) 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.

Net periodic defined benefit plan costs consist of the following (in
thousands):

1996 1995 1994

<S> <C> <C> <C>
Service cost $ 5,421 4,074 4,661
Interest 8,047 7,160 6,306
Return on plan assets (14,207) (27,984) 3,161
Amortization and deferral 4,646 19,841 (13,305)
Other 192 - -
---------------------------------
Pension costs $ 4,099 3,091 823
==================================

</TABLE>

The following table presents the plans' funded status and amount recognized in
the Company's consolidated balance sheets at December 31, 1996 and 1995 based
on the actuarial valuations as of December 31, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
Qualified Other Qualified Other
Plans Plans Plans Plans

<S> <C> <C> <C> <C>
Actuarial present value of
benefit obligations:
Accumulated benefit obligation,
including vested benefits of
$74,223 and $18,560 for 1996 and
$66,060 and $15,479 for 1995 $ 76,928 26,897 68,411 25,366
--------- -------- ------- --------
Projected benefit obligation for service
rendered to date 92,825 29,726 82,663 27,874

Plan assets at fair value, primarily
listed stocks and bonds 128,545 118,056

Plan assets in excess (less than)
projected benefit obligations 35,720 (29,726) 35,393 (27,874)

Unrecognized net transition
obligation at December 31 2,701 2,538
-------- -------
Pension cost funded in advance $ 35,720 35,393
========= =======
Accrued pension liability (27,025) (25,336)
======== ========

</TABLE>

<PAGE>

Assumptions used for the December 31, 1996 and 1995 projected benefit
obligation included a 7.25 percent current discount rate, a 4.50 percent
increase rate for future compensation levels, and a 9.25 percent projected
return on plan assets.

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 $8.8 million,
$9.2 million, and $1.6 million for 1996, 1995, and 1994, respectively.

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
benefit plans and amortizes its transition obligation for retirees and fully
eligible or vested employees over 20 years. The unamortized transition
obligation was $17.8 million and $19.0 million at December 31, 1996 and 1995,
respectively. Net postretirement benefit costs for the years ended December
31, 1996, 1995, and 1994 were $5.8, million, $5.4 million, and $5.0 million,
respectively, and include the expected cost of such benefits for newly
eligible or vested employees, interest cost, gains and losses arising from
difference between actuarial assumptions and actual experience, and
amortization of the transition obligation.

Assumptions used were as follows:

<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Discount rate in determining benefit obligations 7.25 % 8.25 %
Healthcare cost trend
First year:
Indemnity plan 9.0 10.0
HMO plan 8.0 9.0
Dental plan 9.0 10.0
Ultimate 5.25 6.00
</TABLE>

The health care cost trend rate assumption has a significant effect on the
amount reported. To illustrate, increasing the assumed health care cost trend
rates by one percentage point in each year would increase the accumulated
postretirement benefit obligation as of December 31, 1996 by $5.4 million or
12.9 percent. The aggregate of the service cost and interest cost components
of net periodic postretirement benefit cost for 1996 would increase by $.7
million or 16 percent.

<PAGE>

(9) Notes Payable

On January 14, 1994, the Company issued surplus notes with a face amount of
$107.0 million bearing a 7.625 percent interest rate due in 2024. The notes
pay interest on January 15 and July 15 of each year. The notes are not
subject to redemption prior to maturity. Payment of principal and interest on
the notes may be made only with the approval of the Missouri Director of
Insurance.

In December 1996 the Company obtained a note payable for $80.5 million with a
financial institution. The note is secured by bonds with a carrying value of
$91.6 million. This note bears a fixed interest rate at 5.55 percent and
matures on March 27, 1997.

On March 19, 1996, RGA issued 7.25 percent senior notes with a face value of
$100.0 million in accordance with Rule 144A of the Securities Act of 1933, as
amended. The net proceeds from the offering were approximately $98.9 million,
and interest is payable semiannually on April 1 and October 1, with the
principal amount due April 1, 2006. 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 Reinsurance Group of America, Incorporated is
subject to applicable insurance laws and regulations.

On January 8, 1996, RGA Australian Holdings PTY, Limited, a wholly owned
subsidiary of RGA, established a $15.9 million unsecured, three month,
revolving line of credit. The debt is guaranteed by RGA and is utilized to
provide operating capital to RGA Australia. The current outstanding balance
is $7.6 million, representing drawdowns of $5.6 million in January 1996 and
$2.0 million in July 1996. Principal repayments are due in April 1997 and are
expected to be renewed under the terms of the line of credit. Interest is
paid every three months at a current rate between 7.03 percent and 7.08
percent.

Interest paid on debt during 1996, 1995, and 1994 amounted to $19.9 million,
$9.0 million, and $3.9 million, respectively.

(10) Regulatory Matters

The Company is subject to financial statement filing requirements of the State
of Missouri Department of Insurance, in its state of domicile, as well as the
states in which it transacts 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 a
statutorily determined formulas; and (5) valuation of investments in bonds at
amortized cost.

<PAGE>

Combined net income and policyholders' surplus, for the years ended and at
December 31, 1996, 1995, and 1994, of the Company, as determined in accordance
with statutory accounting practices, are as follows (in thousands):

1996 1995 1994
<S> <C> <C> <C>
Net income (loss) $ 18,464 236,962 (13,875)

Policyholders' surplus $ 636,260 589,783 496,333

</TABLE>

Under the NAIC solvency monitoring program known as Risk-Based Capital (RBC),
General American and its insurance subsidiaries are required to measure its
solvency against certain parameters. As of December 31, 1996, General
American and its subsidiaries exceeded the established minimums in the RBC
program. In addition, General American and its subsidiaries exceeded the
minimum statutory capital and surplus requirements of their respective states
of domicile.

The Company's 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) 10 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.

(11) Lease Commitments

The Company has entered into operating leases for office space and other
assets, principally office furniture and equipment. Future minimum lease
obligations under noncancelable leases are summarized as follows (in
thousands):

<S> <C>
Year ended December 31:
1997 $ 15,180
1998 13,348
1999 11,869
2000 8,489
2001 6,454
2002 2,622
</TABLE>

Operating lease expense totaled $17.0 million, $11.6 million, and $10.4
million in 1996, 1995, and 1994, respectively.

(12) Participating Policies and Dividends to Policyholders

Over 33.9 percent and 33.2 percent of General American's business in force
relates to participating policies as of December 31, 1996 and 1995,
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.

<PAGE>

(13) Contingent Liabilities

From time to time, the Company is subject to insurance-related litigation in
the normal course of business. Management does not believe that the Company
is party to any such pending litigation which would have a material adverse
effect on its financial statements or future operations.

(14) Subsequent Events

In January 1997, pursuant to Missouri's Mutual Holding Company Statute and
with the approval of its policyholders, General American initiated steps to
reorganize and form a mutual holding company structure by (i) forming a mutual
insurance holding company under the insurance laws of the State of Missouri,
to be named General American Mutual Holding Company (MHC), (ii) forming an
intermediate stock holding company under the general corporate laws of the
State of Missouri, to be named GenAmerica Corporation (GenAmerica), and (iii)
amending and restating the Charter and Articles of Incorporation of General
American to authorize the issuance of capital stock and the continuance of its
corporate existence as a stock life insurance company under the same name.

All of the shares of the reorganized General American will be, as part of the
reorganization, issued to MHC and, shortly after the reorganization, MHC will
transfer all such shares to GenAmerica in exchange for all of the shares of
GenAmerica. As a result, reorganized General American will be a wholly owned
direct subsidiary of GenAmerica which, in turn, will be a wholly owned direct
subsidiary of MHC. MHC will at all times, in accordance with the plan of
reorganization and as required by the Missouri Mutual Holding Company Statute,
directly or indirectly control the reorganized General American through the
ownership of at least a majority of the voting shares of the capital stock of
reorganized General American or GenAmerica.

<PAGE>

[PHOTO]

<PAGE>

PART C
OTHER INFORMATION

Item 24. Financial statements and Exhibits
(a) Financial Statements
All required financial statements are included in Part B of this
Registration Statement.
(b) Exhibits

(1) Resolutions of the Board of Directors of General American
Life Insurance Company ("General American") authorizing
establishment of the Separate Account. (2)
(2) Not applicable
(3) (a) Distribution Agreement (4)
(b) Agency (Selling) Agreement (4)

(4) (a) Form of variable annuity contract #10079 (8)
(b) Form of individual retirement account endorsement (7)
(c) Form of endorsement (No. 1099500) relating to attained
age and processing without an application. (7)
(d) Form of endorsement (No. 1099542) relating to attained
age and processing without an application for the State of
Texas. (7)
(e) Form of endorsement (No. 1099400) relating to Section
401 and 457, Internal Revenue Code. (7)
(f) Form of endorsement (No. 1099436) relating to Section
401 and 457, Internal Revenue Code for the State of Oregon. (7)
(g) Form of endorsement (No. 1099460) relating to Section
401 and 457, Internal Revenue Code for the State of New
Jersey. (7)
(h) Endorsement relating to enhanced free withdrawal and
death benefit, #1E18 (8)
(5) Form of Contract Application (1)
(6) (a) Certificate of Incorporation of General American (2)
(b) By-laws of General American (8)

(7) Not applicable
(8) Participation Agreement (4)
(9) Opinion and Consent of Counsel (1)
(10) Consent of Independent Accountants (with Financial
Statements)
(11) No financial statements are omitted from item 23.
(12) Not applicable
(13) Not applicable

(14) Powers of attorney for General American Life Insurance
Company Directors August A. Busch, III, William E.
Cornelius, John C. Danforth (6), Bernard A. Edison, Richard
A. Liddy, William E. Maritz, Craig D. Schnuck (5), William P.
Stiritz, Andrew C. Taylor (4), Edwin Trusheim, Robert L.
Virgil, Jr., Virginia V. Weldon, and Ted C. Wetterau (3)

(1) Incorporated by reference to Registration Statement on Form
N-4 (File No. 33-54774) filed on 15 November 1993.
(2) Incorporated by reference to Registration Statement on Form
S-6 (File No. 33-53098) filed on 8 October 1992.

C-1

<PAGE>

(3) Incorporated by reference to Post-Effective Amendment No. 1
filed on 8 February 1993 (File No. 33-54774).
(4) Incorporated by reference to Post-Effective Amendment No. 3
filed on 30 April 1993 (File No. 33-54774).
(5) Incorporated by reference to Post-Effective Amendment No. 5
filed on 29 April 1994 (File No. 33-54774)
(6) Incorporated by reference to Post-Effective Amendment No. 6
filed on 28 April 1995.

(7) Incorporated by reference to Post-Effective Amendment No. 7
filed on 29 April 1996.
(8) Filed herewith

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
Officer's Name and Principal Positions and Offices
Business Address* with Depositor

<S> <C>
Robert J. Banstetter, Sr. Vice President, General
700 Market Street Counsel & Secretary, Feb.
St. Louis, MO 63101 1991 to present and General
Counsel, Jan. 1983 - Feb. 1991.

John W. Barber Vice President and Controller, Dec.
1984 to present.

E. Thomas Hughes Corporate Actuary and
700 Market Street Treasurer, Oct. 1994 to
St. Louis, MO 63101 present. Formerly Executive Vice
President - Group Pensions, March
1990 - Oct. 1994.

Richard A. Liddy Chairman, President and
700 Market Street Chief Executive Officer,
St. Louis, MO 63101 Jan. 1995 to present. Formerly,
President and Chief Executive
Officer, May 1992 - Jan. 1995.
President and Chief Operating
Officer, May 1988 - May 1992.

Warren J. Winer Executive Vice President-Group Life
& Health, Aug. 1995 to present.
Formerly Managing Director for
William M. Mercer, Inc. July 1993
to Aug. 1995 and President and
Chief Operating Officer, W.F.
Corroon, 1986 - July 1993.

</TABLE>

C-2

<PAGE>

<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices
Address* with Underwriter

<S> <C>
Bernard H. Wolzenski Executive Vice President-
Individual Insurance, Oct. 1991 -
present. Formerly Vice President,
Individual Life Products, June 1989
- Nov. 1991

A. Greig Woodring President and Chief
660 Mason Ridge Center Drive Executive Officer, Reinsurance
St. Louis, MO 63141 Group of America, Incorporated,
Dec. 1992 to present. Executive
Vice President Reinsurance, Mar.
1990 to Dec. 1992.
</TABLE>

Richard A. Liddy, listed as a Principal Officer, is also a
Director of the Company.

* The principal business address of each person listed is General
American Life Insurance Company, 13045 Tesson Ferry Road, St.
Louis, MO 63128, unless otherwise indicated.

C-3

<PAGE>

<TABLE>
<CAPTION>
Positions and Offices
Directors with Depositor

<S> <C>
August A. Busch III Director
Anheuser-Busch Companies, Inc.
One Busch Place
St. Louis, Missouri 63118

William E. Cornelius Director
Union Electric Company
1901 Chouteau Street
St. Louis, MO 63103

John C. Danforth Director
Bryan Cave
One Metropolitan Square, Suite 3600
St. Louis, Missouri 63102

Bernard A. Edison Director
Edison Brothers Stores, Inc.
P.O. Box 14020
St. Louis, Missouri 63178

William E. Maritz Director
Maritz, Inc.
1375 North Highway Drive
Fenton, Missouri 63099

Craig D. Schnuck Director
Schnuck Markets, Inc.
11420 Lackland Road
P.O. Box 46928
St. Louis, Missouri 63146

William P. Stiritz Director
Ralston Purina Company
Checkerboard Square
St. Louis, Missouri 63164

Andrew C. Taylor Director
Enterprise Rent-A-Car
600 Corporate Park Drive
St. Louis, Missouri 63105

Edwin Trusheim Director
General American Life Insurance Company
700 Market Street
St. Louis, Missouri 63101
</TABLE>

C-4

<PAGE>

<TABLE>
<CAPTION>
Positions and Offices
Directors with Depositor

<S> <C>
Robert L. Virgil Director
Edward Jones and Company
12555 Manchester Road
St. Louis, Missouri 63131-3729

Virginia V. Weldon, M.D. Director
Monsanto Company
800 North Lindbergh Boulevard
St. Louis, Missouri 63167

Ted C. Wetterau Director
Wetterau Associates
7000 Bonhomme, Suite 750
St. Louis, Missouri 63105
</TABLE>

C-5

<PAGE>

Item 26. Persons Controlled by or Under Common Control With the
Depositor or Registrant

The Depositor, General American Life Insurance Company ("General
American"), controls the companies named on the following pages:

General American Life Insurance Company: a life insurance
company selling life and health insurance and pensions.
Principal place of business: St. Louis, Missouri.

Cova Corporation: wholly-owned subsidiary formed to own the
Xerox Life companies. Principal place of business: St.
Louis, Missouri.

Cova Financial Services Life Insurance Company:
wholly-owned by Cova Corporation, engaged in the
business of selling annuities and life insurance.
Principal place of business: Oakbrook, Illinois.

First Cova Life Insurance Company: wholly-owned
by Cova Financial Services Life Insurance Company,
engaged in the sale of life insurance in New York.
Principal place of business: New York, New York.

Cova Financial Life Insurance Company: wholly-
owned by Cova Financial Services Life Insurance
Company, engaged in the sale of life insurance and
annuities. Principal place of business:
Oakbrook, Illinois.

Cova Life Management Company: wholly-owned by Cova
Corporation. Employer of the individuals operating the
Cova companies. Principal place of business:
Oakbrook, Illinois.

Cova Investment Advisory Corporation: wholly-
owned by Cova Life Management Company. Intended
to provide investment advice to Cova Life insureds
and annuity owners. Principal place of business:
Oakbrook, Illinois.

Cova Investment Allocation Corporation: wholly-
owned by Cova Life Management Company. Intended
to provide advice on allocation of premiums to
Cova Life insureds and annuity owners. Principal
place of business: Oakbrook, Illinois.

C-6

<PAGE>

Cova Life Sales Company: wholly-owned by Cova
Life Management Company. Broker-dealer
established to supervise sales of Cova Life
contracts. Principal place of business:
Oakbrook, Illinois

General Life Insurance Company of America: wholly-owned
subsidiary, domiciled in Illinois, engaged in the business
of selling life insurance and annuities. Principal place of
business: Edwardsville, Illinois.

General Life Insurance Company (fka National American Life
Insurance Company of Texas): wholly-owned subsidiary,
domiciled in Texas, engaged in the business of selling life
insurance and annuities. Principal place of business:
Edwardsville, Illinois.

Paragon Life Insurance Company: wholly-owned subsidiary
engaged in employer sponsored sales of life insurance.
Principal place of business: St. Louis, Missouri.

Equity Intermediary Company: wholly-owned subsidiary
holding company formed to own stock in subsidiaries.
Principal place of business: St. Louis, Missouri.

Reinsurance Group of America, Incorporated:
subsidiary, of which approximately 64% is owned by
Equity Intermediary and the balance by the public.
Principal place of business: St. Louis, Missouri.

RGA Sudamerica S.A.: Chilean subsidiary, of which
all but one share is owned by RGA and one share is
owned by RGA Reinsurance Company (fka Saint Louis
Reinsurance Company), existing to hold Chilean
reinsurance operations. Principal place of
business: Santiago, Chile.

BHIF America Sequros de Vida S.A.: Chilean
subsidiary, of which 50% is owned by RGA
Sudamerica S.A. and 50% is owned by Chilean
interests, engaged in business as a
life/annuity insurer. Principal place of
business: Santiago, Chile

RGA Reinsurance Company Chile S.A.: 100%
owned by RGA, engaged in business of
reinsuring life and annuity business of BHIF
America. Principal place of business:
Santiago, Chile.

C-7

<PAGE>

Manantial Sequros de Vida S.A.: Argentinean
subsidiary 100% owned by RGA, engaged in business
as a life, annuity, disability and survivorship
insurer. Principal place of business: Buenos
Aires, Argentina.

RGA Reinsurance Company (formerly Saint Louis
Reinsurance Company): subsidiary of Reinsurance
Group of America engaged in the reinsurance
business. Principal place of business: St. Louis,
Missouri.

Fairfield Management Group, Inc. (fka Great
Rivers Holding Company): 51% owned
subsidiary of RGA Reinsurance Company (fka
Saint Louis Reinsurance Company) and 49% is
owned by management. Principal place of
business: St. Louis, Missouri.

Reinsurance Partners, Inc. (fka Adrian
Baker Reinsurance Intermediaries, Inc.):
wholly-owned subsidiary of Fairfield
Management Group, Inc., engaged in
business as a reinsurance brokerage
company. Principal place of business:
St. Louis, Missouri.

Great Rivers Reinsurance Management,
Inc.: wholly-owned subsidiary of
Fairfield Management Group, Inc., acting
as a reinsurance manager. Principal
place of business: St. Louis, Missouri.

RGA (U.K.) Underwriting Agency Limited:
80% owned by Fairfield Management Group,
Inc. Principal place of business:
London, England.

RGA Reinsurance Company (Barbados) Ltd.:
subsidiary of Reinsurance Group of America,
Incorporated formed to engage in the exempt
insurance business. Principal place of business:
Barbados, West Indies.

C-8

<PAGE>

RGA/Swiss Financial Group, L.L.C.: 40% owned
subsidiary formed to market and manage
financial reinsurance business to be assumed
by RGA Reinsurance Company. Principal place
of business: St. Louis, Missouri.

G.A. Canadian Holdings, Ltd.: a New Brunswick
corporation wholly-owned by Reinsurance Group of
America, existing to hold Canadian reinsurance
operations. Principal place of business:
Montreal, Canada.

RGA Canada Management Company, Ltd.: a New
Brunswick corporation wholly-owned by G.A.
Canadian Holdings, existing to accommodate
Canadian investors. Principal place of
business: Montreal, Canada.

RGA Life Reinsurance Company of Canada:
wholly-owned by RGA Canada Management
Company, Ltd. Principal place of
business: Montreal, Canada.

RGA Holdings Limited: holding company formed in the
United Kingdom to own two operating companies: RGA
Managing Agency Limited and RGA Capital Limited.
Principal place of business: London, England.

RGA Managing Agency Limited: company has applied
to Lloyd's of London for registration as a
managing agent or underwriter. Principal place of
business: London, England.

RGA Capital Limited: company has applied to
Lloyd's of London for admission as the sole
corporate member of a new Lloyd's syndicate which
will underwrite accident and health business.
Principal place of business: London, England.

RGA Reinsurance Company (Bermuda) Ltd.: subsidiary
formed to reinsure the foreign (international) and
domestic (U.S.) business of affiliated and non-
affiliated companies. Principal place of business:
Bermuda (Hamilton).

C-9

<PAGE>

RGA Australian Holdings Pty Limited: holding company
formed to own RGA Reinsurance Company of Australia
Limited. Principal place of business: Sydney,
Australia.

RGA Reinsurance Company of Australia Limited:
formed to reinsure the life, health and accident
business of non-affiliated Australian insurance
companies. Principal place of business: Sydney,
Australia.

Security Equity Life Insurance Company: wholly-owned
subsidiary, domiciled in New York, engaged in the business
of selling life insurance and annuities. Principal place of
business: Principal place of business: Armonk, New York.

General American Holding Company: wholly-owned subsidiary
owning non-insurance subsidiaries. Principal place of
business: St. Louis, Missouri.

Conning Corporation: wholly-owned, second-tier
subsidiary formed to own Conning, Inc. Principal place
of business: St. Louis, Missouri.

Conning, Inc.: a holding company organized under
Delaware law. Principal place of business:
Hartford, Connecticut.

Conning & Company: a Connecticut corporation
engaged in providing asset management and
investment advisory services as well as
insurance research services. Principal place
of business: Hartford, Connecticut

Conning Asset Management Company: a
Missouri corporation engaged in
providing investment advice. Principal
place of business: St. Louis, Missouri.

Consultec, Inc.: wholly-owned, second-tier subsidiary
engaged in providing data processing services for
government entities. Principal place of business:
Atlanta, Georgia.

C-10

<PAGE>

Genelco Incorporated: wholly-owned, second-tier
subsidiary engaged in the sale of computer software and
in providing third party administrative services.
Principal place of business: St. Louis, Missouri.

International Underwriting Services, Incorporated:
88.3% owned by Genelco. Provides third party
underwriting services to insurance companies.
Principal place of business: Barrington,
Illinois.

Genelco de Mexico: 99% owned by Genelco
Incorporated, engaged in licensing of Genelco
software products in Latin America. Principal
place of business: Mexico City, Mexico.

Genelco Software, S.A.: 99% owned by Genelco
Incorporated, engaged in licensing of Genelco
software products in Spain. Principal place of
business: Madrid, Spain.

Red Oak Realty Company: wholly-owned, second-tier
subsidiary formed for the purpose of investing in and
operating real estate. Principal place of business:
St. Louis, Missouri.

GenMark Incorporated: wholly-owned, second-tier
subsidiary company acting as distribution company.
Principal place of business: St. Louis, Missouri.

Walnut Street Securities, Inc.: wholly-owned,
third-tier subsidiary engaged in the process of
selling variable life insurance and variable
annuities and other securities. Principal place of
business: St. Louis, Missouri.

Walnut Street Advisers, Inc.: wholly-owned
subsidiary of Walnut Street Securities
engaged in the business of giving investment
advice. Principal place of business: St.
Louis, Missouri.

WSS Insurance Agencies (Massachusetts, Ohio,
Texas), Inc.: formed to act as insurance
agencies.

C-11

<PAGE>

Stan Mintz Associates, Inc.: wholly-owned
subsidiary purchased to maintain a significant
marketing presence in the Madison, Wisconsin area
upon the retirement of General Agent Stan Mintz.
Principal place of business: Madison, Wisconsin.

White Oak Royalty Company: wholly-owned, second-tier
subsidiary formed to own mineral interests. Principal
place of business: St. Louis, Missouri.

Mutual funds associated with General American Life Insurance
Company:

General American Capital Company

The Walnut Street Funds, Inc.

C-12

<PAGE>

Item 27. Number of Contract Owners 2,900

As of 29 March 1996 there were:

<TABLE>
<CAPTION>
Title of Class Number of Owners of Record

<S> <C>
Qualified 694
Non-Qualified 2,206
</TABLE>

Item 28. Indemnification

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 reasonably believed to be in
or not opposed to the best interests of the corporation. Where
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, indemnification may not be paid
where such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the
corporation, unless 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

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

C-13

<PAGE>

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 while 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.

Item 29. Principal Underwriters

(a) GT Global, Inc. serves as the principal
underwriter and distributor for the variable annuity contracts
using Separate Account Twenty-Eight and Separate Account Twenty-
Nine of General American and funded by the GT Global Variable
Investment Funds.

C-14
<PAGE>

(b) Directors and Officers

<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices
Address* with Underwriter

<S> <C>
William J. Guilfoyle President and Director

James R. Tufts Senior Vice President -
Finance and
Administration and
Director

Raymond R. Cunningham Senior Vice President -
National Sales Manager
and Director

Helge K. Lee Senior Vice President and
General Counsel

Richard Healey Senior Vice President -
Retail Marketing

David J. Thelander Vice President and
General Counsel

Stephen A. Maginn Senior Vice President -
519 S. Juanita Regional Sales Manager
Redondo Beach, California 90277

Steven C. Manns Vice President
3025 Caswell Drive
Troy, MI 48084

David P. Anderson, Jr. Vice President
1012 William
Plymouth, MI 48170

Philip B. Christoper Vice President
3621 59th Avenue, SW
Seattle, WA 98116

Jon Burke Vice President
31 Darlene Drive
Southboro, MA 01772

Anthony Di Bacco Vice President
30585 Via Lindon
Laguna Niguel, CA 92677
</TABLE>

C-15
<PAGE>

<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices
Address* with Underwriter

<S> <C>
Stephen Duffy Vice President
1120 Gables Drive
Atlanta, GA 30319

Philip D. Edelstein Senior Vice President
9 Huntly Circle
Palm Beach Gardens, FL 33418

Ned E. Hammond Vice President
5901 McFarland Ct.
Plano, TX 75093

Campbell Judge Vice President
4312 Linden Hills Blvd., #202
Minneapolis, MN 55410

Richard Kashnowski Vice President
1454 High School Drive
Brentwood, MO 63144

Allen M. Kuhn Vice President
7220 Garfield Street
New Orleans, LA 70118

Jeffrey S. Kulik Vice President
6540 Autumn Wind Circle
Clarksville, MD 21029

C. David Matthews Vice President
2445 Pebblebrook
Westlake, OH 44145

Wayne Meyer Vice President
2617 Sun Meadow Drive
Chesterfield, MO 63005

Dean Phillips Vice President
3406 Bishop Park Drive, #428
Winter Park, FL 32792

Anthony R. Rogers Vice President
100 South Bank Drive
Cary, NC 27511
</TABLE>

C-16

<PAGE>

<TABLE>
<CAPTION>
Name and Principal Business Positions and Offices
Address* with Underwriter

<S> <C>
James B. Sandidge Vice President
16437 W. First Avenue
Golden, CO 80401

Philip Schertz Vice President
25 Ivy Place
Wayne, NJ 07496

Peter Sykes Vice President
1655 E. Sherman Avenue
Salt Lake City, UT 84105

Lance Vetter Vice President
10915 La Salinas Circle
Boca Raton, FL 33428

Tommy D. Wells Vice President
25 Crane Drive
Sam Anselmo, CA 94960

Todd H. Westby Vice President
3405 Goshen Road
Newtown Square, PA 19073

Brian A. Williams Vice President
874 Lincoln Avenue
Winnetka, IL 60093

Eric T. Zeigler Vice President
300 The Strand
Manhattan Beach, CA 90266

* Unless otherwise indicated, the business address of each
person listed is 50 California Street, San Francisco, CA 94111.
</TABLE>

<TABLE>
<CAPTION>
(c) Principal Underwriter 1996 Brokerage 1996 Compensation
Commission

<S> <C> <C>
GT Global, Inc. $3,795,056 $3,795,056
</TABLE>

Item 30. Location of Accounts and Records

All accounts and records required to be maintained by Section
31(a) of the 1940 Act and the rules under it are maintained by
General American at its administrative offices, 13045 Tesson
Ferry Road, St. Louis, MO 63128.

C-17
<PAGE>

Item 31. Management Services

All management contracts are discussed in Part A or Part B.

Item 32. Undertakings and Representations

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

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

(c) The Registrant undertakes to deliver any Statement of
Additional Information and any financial statements required to
be made available under this Form promptly upon written or oral
request to General American at the address or phone number listed
in the prospectus.

(d) The Registrant represents that it is relying upon a "no-
action" letter (No. IP-6-88) issued to the American Council of
Life Insurance concerning the conflict between the redeemability
requirements of sections 22(e), 27(c)(1), and 27(d) of the
Investment Company Act of 1940 and the limits on the
redeemability of variable annuities imposed by section 403(b)(11)
of the Internal Revenue Code. Registrant has included disclosure
concerning the 403(b)(11) restrictions in its prospectus and
sales literature, and established a procedure whereby each plan
participant will sign a statement acknowledging these
restrictions before the contract is issued. Sales
representatives have been instructed to bring the restrictions to
the attention of potential plan participants.

(e) General American, sponsor of Registrant (also known as
"Depositor"), hereby represents that the fees and charges
deducted under the terms of the Contracts are, in the aggregate,
reasonable in relationship to the services rendered, the expenses
expected, and the risks assumed by General American.

C-18
<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant, General American Separate
Account Twenty-Eight, has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly
authorized, and its seal to be hereunto affixed and attested, all
in the City of St. Louis, State of Missouri, on the 11th day of
April 1997.

GENERAL AMERICAN
SEPARATE ACCOUNT
TWENTY-EIGHT (REGISTRANT)

(SEAL) BY: GENERAL AMERICAN LIFE
INSURANCE COMPANY (for
Registrant and as
Depositor)

Attest: _______________________ By: ________________________
Robert J. Banstetter, Sr. Richard A. Liddy
Secretary Chairman, President, and
Chief Executive Officer
General American Life
Insurance Company

C-19
<PAGE>

As required by the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in their
capacities with General American Life Insurance Company and on
the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date

<C> <S> <C>
______________________
Richard A. Liddy Chairman, President, and 4/11/97
Chief Executive Officer
(Principal Executive Officer)
_____________________
John W. Barber Vice President and 4/11/97
Controller (Principal
Accounting Officer and
Principal Financial Officer)

*
______________________
August A. Busch, III Director

*
______________________
William E. Cornelius Director

*
______________________
John C. Danforth Director

*
______________________
Bernard A. Edison Director

______________________ 4/11/97
Richard A. Liddy Director

*
______________________
William E. Maritz Director

*
______________________
Craig D. Schnuck Director

C-20

<PAGE>

<CAPTION>
Signature Title Date

<C> <S> <C>
*
______________________
William P. Stiritz Director

*
______________________
Andrew C. Taylor Director

*
______________________
Edwin Trusheim Director

*
______________________
Robert L. Virgil, Jr. Director

*
______________________
Virginia V. Weldon Director

*
______________________
Ted C. Wetterau Director

*By: ___________________ 4/4/97
Matthew P. McCauley

* Original powers of attorney authorizing Matthew P. McCauley
to sign the Registration Statement and Amendments thereto on
behalf of the Directors of General American Life Insurance
Company have been filed as Exhibits to this Registration
Statement.
</TABLE>

C-21
<PAGE>

The Board of Directors
General American Life Insurance Company

We consent to the use of our reports included herein on General
American Life Insurance Company and on General American Separate
Accounts Twenty-Eight and Twenty-Nine and to the reference of our
firm under the heading of "Financial Statements" in the
Registration Statement and Prospectus for General American
Separate Accounts Twenty-Eight and Twenty-Nine. Our report on the
consolidated financial statements of General American Life Insurance
Company and subsidiaries refers to the adoption of Statement of Financial
Accounting Standards No. 120, Accounting and Reporting by Mutual Life
Insurance Enterprises and by Insurance Enterprises for Certain
Long-Duration Participating Contracts in 1996.

KPMG PEAT MARWICK LLP

St. Louis, Missouri
April 28, 1997

C-22

<PAGE>

CONTRACT NUMBER

GENERAL
AMERICAN
ANNUITANT
A MUTUAL LIFE
INSURANCE COMPANY
13045 TESSON FERRY RD.
ST. LOUIS, MISSOURI 63128

INDIVIDUAL VARIABLE ANNUITY

Non-Tax Qualified and Non-Corporate Qualified
Participating

This is a legal ANNUITY CONTRACT between the Contract Owner and General
American. PLEASE READ THIS CONTRACT CAREFULLY.

RIGHT TO EXAMINE

You may return this Contract within 10 days after receiving it. It may be
delivered or mailed to us or the agent through whom it was purchased. The
Contract will then be deemed void from the start. We will return the Accumulated
Value in the Separate Accounts and any purchase payment allocated to the Fixed
Account of the Contract.

In consideration of the Contract Owner's application and the purchase payments
to be made as provided herein, we agree to pay benefits, to the extent required
by this Contract, to those individuals entitled to such benefits.

All installments and values provided by this Contract, when based on the
investment experience of one or more Divisions of Separate Accounts Twenty-Eight
and Twenty-Nine, are variable and are not guaranteed as to fixed dollar amounts.

Signed for the company at its Home Office, P.O. Box 14490, St. Louis, Missouri
63178. (1-800-237-6580)

V.P., GENERAL COUNSEL CHAIRMAN, PRESIDENT
AND SECRETARY AND CEO

10079

<PAGE>

ALPHABETIC GUIDE TO YOUR CONTRACT

Page Page
4.05 Addition, Deletion, or Substitution 6.01 Persons with an Interest
of Investments in the Contract
4.01 Accumulation Provision 3.02 Purchase Payments
7.01 Annuity Option Table 6.02 The Contract
5.01 Annuity Provisions 4.04 Transfers
4.06 Charges and Deductions 4.03 Valuation Provisions
4.01 Contract Continuation - Fixed Account
5.03 Death Benefit 4.02 Valuation Provisions
3.01 Definitions - Separate Account

Supplemental Agreements, Modifications and Amendments, if any, and a
copy of the application are found following the final section.

NOTICE OF ANNUAL MEETING

Our annual meeting for the election of directors and the transaction of other
business is held each year at our Home Office in St. Louis, Missouri. The
meeting is at 9:00 a.m. on the fourth Tuesday in January. We are a mutual
company owned by our policy and Contract owners. Each policy and Contract
owner is entitled to vote at such elections and to participate in such
meetings.

10079
(5/92)

<PAGE>

CONTRACT SPECIFICATIONS

CONTRACT NUMBER:

CONTRACT OWNER:

ANNUlTANT:

ISSUE AGE:

SEX:

DATE OF ISSUE:

AMOUNT OF lNITIAL PURCHASE PAYMENT:

Please see the attached application for the allocation of your initial purchase
payment.

BENEFICIARY DESIGNATION:

FORM
NUMBERS

11126 1.01

<PAGE>

DESCRIPTION OF THE DIVISIONS OF
SEPARATE ACCOUNTS TWENTY-EIGHT AND TWENTY-NINE

G.T. Global Variable Investment Funds refer to either G.T. Global Variable
Investment Series or G.T. Global Variable Investment Trust or the two together.
Both of these Massachusetts business trusts offers a number of investment
portfolios in which amounts can be invested.

Separate Accounts Twenty-Eight and Twenty-Nine have a number of Divisions. Each
Division invests solely in its corresponding G.T. Global Variable Investment
Fund and takes the name of such G.T. Global Variable Investment Fund. The names
of the Divisions are as follows:

G.T. Global: Variable New Pacific Division
G.T. Global: Variable Europe Division
G.T. Global: Variable Latin America Division
G.T. Global: Variable America Division
G.T. Global: Variable International Division
G.T. Global: Variable Infrastructure Division
G.T. Global: Variable Natural Resources Division
G.T. Global: Variable Telecommunications Division
G.T. Global: Variable Emerging Markets Division
G.T. Global: Variable Growth & Income Division
G.T. Global: Variable Global Government Income Division
G.T. Global: Variable Strategic Income Division
G.T. Global: Variable U.S. Government Income Division
G.T. Global: Money Market Division

Information about the Separate Accounts is provided in the prospectus for
General American Separate Accounts Twenty-Eight and Twenty-Nine, and information
about the G.T. Global Variable Investment Funds is provided in the prospectus of
the G.T. Global Variable Investment Funds. Among other things, these
prospectuses contain information about the charges, expenses and the risks
associated with the Separate Accounts and the G .T. Global Variable Investment
Funds. You should read these prospectuses carefully before making any purchase
payments.

THERE lS NO ASSURANCE THAT ANY OF THE FUNDS WlLL ATTAIN THElR RESPECTlVE STATED
OBJECTlVE, OR lF THEY ATTAlN THEM THAT THEY WlLL BE ABLE TO DO SO OVER A
SUSTAlNED PERlOD OF TlME.

11127

<PAGE>

1 - DEFINITIONS IN THIS CONTRACT

We, Us and Our General American Life Insurance Company.

You and Your The owner of this Contract. The owner is as shown in the
application unless later changed as provided in this
Contract. The owner may be someone other than the
Annuitant.

Accumulated The value under your Contract prior to the Annuity Date of
Value all net purchase payments, plus all interest credits or all
gains and losses, less any charges or amounts withdrawn.

Accumulation An accounting unit of measure that we use to determine the
Unit value in a Division prior to the Annuity Date.

Age The Annuitant's Age at his or her nearest birthday.

Annuitant The individual upon whose life Annuity Payments are
based and who may receive payments from the Contract
under an annuity option.

Annuity The date on which Annuity Payments begin.
Date

Annuity One of a series of payments made under an annuity option.
Payment

Annuity Service The service office of General American Life Insurance
Office Company, P.O. Box 66821, St. Louis, Missouri 63166-6821.

Annuity Unit An accounting unit of measure that we use to calculate
variable Annuity Payments.

Beneficiary The person named in the application or by later
designation who may receive the Proceeds in the event of
the Annuitant's or contract owner's death.

Business Day A day on which both we and the New York Stock Exchange
are open for business.

Contract This Contract, its riders, endorsements and amendments
if any, and the application, a copy of which is attached
to and made a part of the Contract, are the entire
Contract.

Contract The same day and month as the Date of Issue for each
Anniversary succeeding year that this Contract remains in force.

Contract A continuous 12 month period beginning on the Date of Issue
Year and each Contract Anniversary thereafter.

Date of Issue The effective date of the coverage under this Contract.
It is also the date from which Contract Anniversaries
are measured.

Division A Division of Separate Accounts Twenty-Eight or
Twenty-Nine. Each Division invests solely in its
corresponding G.T. Global Variable Investment Fund and
takes the name of such G.T. Global Variable Investment
Fund.

Expiration The Expiration Date of a Guarantee Period of the Fixed
Date Account. This date will be the day before the date that a
purchase payment or transfer occurred, plus the number of
calendar years in the Guarantee Period.

Fixed Account An account that consists of all of our assets other than
those in the Separate Accounts or any other of our
segregated investment accounts.

G.T. Global Mutual fund portfolios that are the underlying investment
Variable vehicles for the Divisions of the Separate Accounts.
Investment Funds

10376 3.01
(5/92)

<PAGE>

Guarantee Period A period of time during which a specified rate of
return is credited by us.

Proceeds The amount we are obligated to pay under the terms of this
Contract.

Right to The period during which the Contract can be cancelled
Examine Period and treated as void from the Date of Issue.

Separate Separate Accounts Twenty-Eight and Twenty-Nine are each
Accounts segregated investment accounts created by us. The
Separate Accounts are each registered with the
Securities and Exchange Commission under the
Investment Company Act of 1940 as unit investment
trusts and meet the definition of "separate account"
under the Federal securities laws.

Valuation A period beginning at the close of business each
Period Business Day and ending at the close of business of the
following Business Day.

Written Request A notice or request in writing, signed by you and
received by our Annuity Service Office. The request must
be in a format and have content acceptable to us.

2. PURCHASE PAYMENTS

Purchase Each purchase payment you make is payable at our Annuity
Service Office. The Payments amount and frequency of
purchase payments may vary. Each purchase payment after
the first must be at least $100.

ln any Contract Year after the first, we reserve the
right not to accept purchase payments in excess of
double the amount paid in the initial Contract Year. In
the first Contract Year, purchase payments may be
limited to the greater of double the total initial
purchase payment or $25,000. In the event we exercise
these rights, we will notify you in writing, at your
last known address to us, 60 days in advance.

Prior approval is required before we will accept a
purchase payment from you that would cause the
Accumulated Value of your Contract to exceed $1,000,000.
lf the Accumulated Value of your Contract exceeds
$1,000,000, no additional purchase payments will be
accepted without prior approval from us.

10376 3.02
(5/92)

<PAGE>

3. ACCUMULATION PROVISIONS

Net Purchase We may deduct from any purchase payment applicable premium
Payment or other taxes or we may defer deduction of the taxes
until the Annuity Date, if permitted by state law. The
remaining balance is the net purchase payment.

Allocation of The net purchase payments will be allocated among the
Net Purchase Divisions of the Separate Accounts and the Guarantee
Payments Periods of the Fixed Account in the proportion shown in
the application or as you may choose at a later date.
You may elect an allocation to a Division or Guarantee
Period in whole percents between zero percent and 100
percent totaling 100%. The minimum initial allocation to
any Division or Guarantee Period must be at least $500.

Such allocations may be changed at any time by Written
Request submitted to us at our Annuity Service Office.
Any allocation change will take effect with the first
purchase payment received with or after our receipt of a
Written Request for change and will continue in effect
until subsequently changed. lf any portion of purchase
payments are received for allocation to a Guarantee
Period or Division no longer offered by us, we will
contact you to secure new allocations. If we are unable
to contact you within 5 days of our receipt of your
purchase payment we will return that portion to you.

Accumulation Units We will establish an account in your name for each
Division to which you allocate net Units in the purchase
payments or transfer amounts. Net purchase payments and
transfer amounts Divisions are allocated to Divisions
and credited to your accounts in the form of
Accumulation. The number of Accumulation Units that we
will credit to each account is determined by dividing
the portion of the net purchase payment or transfer
amount for that account by the Accumulation Unit value
for that Division at the end of the Valuation Period
during which the net purchase payment or transfer
request is received by us at our Annuity Service Office.
The number of Accumulation Units credited in connection
with the first net purchase payment is determined as of
the end of the Valuation Period during which the Date of
Issue fails. The number of Accumulation Units determined
will not be affected by any subsequent changes in the
values of the Accumulation Units. The Accumulation Unit
value of the Divisions may increase or decrease from day
to day based on investment results.

The number of Accumulation Units in any account will be
increased at the end of a Valuation Period by any net
purchase payments allocated to the corresponding
Division during that Valuation Period and by any
Accumulated Value transferred to that Division from
another Division or from a Guarantee Period during that
Valuation Period. The number of Accumulation Units in
any account will be decreased at the end of a Valuation
Period by any transfers of Accumulated Value out of the
corresponding Division, by any partial withdrawals or
surrenders from that Division, and by any administrative
or surrender charges deducted from that Division during
that Valuation Period.

Guarantee Net purchase payments and transfers allocated to Guarantee
Period Periods will accumulate interest credited as described in
Accumulations Section 6.

4. CONTRACT CONTINUATION

Automatic This Contract does not require continuing purchase payments
Nonforfeiture and will continue as a paid-up Contract until the earlier
Option of the Annuity Date, surrender of the Contract, your
death, or death of the Annuitant as long as your
Accumulated Value is sufficient to pay fees and charges.
Purchase payments may be resumed at any time prior to
the Annuity Date, surrender, your death, or death of the
Annuitant.

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(5/92)

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Contract Notwithstanding the above, we may cancel this Contract,
Continuation upon 60 days notice, at the end of any two consecutive
Contract Years in which no purchase payments have been
made, if both (1) the total purchase payments made over
the life of the Contract, less any withdrawals, are less
than $2,000, and (2) the Accumulated Value at the end of
such two year period is less than $2,000. Upon
cancellation, we will pay you the Accumulated Value
computed as of the Valuation Period during which the
cancellation occurs, less the administration fee, if
applicable. Such cancellation could have adverse tax
consequences.

VALUATION PROVISIONS - SEPARATE ACCOUNTS

Separate Accounts Separate Accounts Twenty-Eight and Twenty-Nine are each
segregated investment accounts created by us under
Missouri Law to receive and hold purchase payments for
this Contract. We own the assets of each of the
Separate Accounts and such assets are held, for each
Separate Account, separately from the assets held in the
Fixed Account, other segregated asset accounts of
General American Life Insurance Company ("General
American"), and from each other.

The income, if any, gains and losses, realized or
unrealized, on each Separate Account and each Division
therein will be credited to or charged against the
amounts allocated to such Separate Account and Division
without regard to other income, gains or losses to
General American. That portion of the assets of each
Separate Account equal to the reserves and other
contract liabilities with respect to such Separate
Account will not be chargeable with liabilities arising
out of any other business that General American may
conduct. We have the right to transfer to our Fixed
Account assets in excess of the amount equal to reserves
and other liabilities of a Separate Account.

Net Investment Each Business Day we will calculate each Division's net
Factor investment factor. A Division's net investment factor
measures its investment performance during a Valuation
Period. The net investment factor for each Division for
any Valuation Period is determined by dividing (a) by
(b) and subtracting (c) from the result:

Where (a) is:

(1) the net asset value per share of a G.T. Global
Variable Investment Fund share held in the Division
determined at the end of the current Valuation
Period, plus

(2) the per share amount of any dividend or capital
gain distribution made by a G.T. Global Variable
Investment Fund on shares held in the Division if
the "ex-dividend" date occurs during the current
Valuation Period.

Where (b) is:

the net asset value per share of a G.T. Global Variable
Investment Fund share held in the Division determined as
of the end of the immediately preceding Valuation Period.

Where (c) is:

a factor representing the charges deducted from the
Division on a daily basis for administrative expenses
and mortality and expense risks. Such factor is equal on
an annual basis to 1.40% (0.15% for administrative
expenses and 1.25% for mortality and expense risks).

The net investment factor may be greater or less than or
equal to one. Therefore, the value of an Accumulation or
Annuity Unit may increase, decrease, or remain the same.

4.02
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Accumulation Unit The initial value of an Accumulation Unit in each
Value Division in the Separate Accounts was arbitrarily set at
$12 for the first Valuation Period. This value may
increase or decrease from day to day based on investment
results.

For each Division, the value of an Accumulation Unit is
determined at the end of every Valuation Period. The
value is determined by multiplying the Division's
Accumulation Unit value for the end of the immediately
preceding Valuation Period by the Division's net
investment factor for the most current Valuation Period.

Annuity Unit Value The initial value of an Annuity Unit in each Division of
the Separate Accounts was arbitrarily set at $12 for the
first Valuation Period. This value may increase or
decrease from day to day based on investment results.

For each Division, the value of an Annuity Unit is
determined at the end of every Valuation Period. The
value is determined by multiplying such Division's
Annuity Unit value for the end of the preceding
Valuation Period by the product of (a) .99989256 once
for each calendar day between the end of the sixth
preceding Valuation Period and the end of the fifth
preceding Valuation Period and (b) the Division's net
investment factor for the fifth Valuation Period
preceding such Valuation Period.

6. VALUATION PROVISIONS - FIXED ACCOUNT

Guarantee Periods We will establish an account for you in the Fixed
Account for each Guarantee Period to which you allocate
net purchase payments or transfers. You may elect one or
more Guarantee Period(s) from among those we make
available. Each Guarantee Period will have a duration of
at least one year. The period(s) elected will determine
the guaranteed interest rate(s). A net purchase payment,
or the portion thereof, or the amount transferred in
accordance with the Transfers provision, allocated to a
particular Guarantee Period, less any amounts or charges
subsequently withdrawn, will earn interest at the
guaranteed interest rate during the Guarantee Period.
Initial Guarantee Periods begin on the date of the
allocation or transfer, and end on the Expiration Date.
Subsequent Guarantee Periods begin on the first day
following the Expiration Date.

Any portion of your Accumulated Value allocated or
transferred to a particular Guarantee Period with a
particular Expiration Date (including interest earned
thereon) will be referred to as a "guarantee period
amount". Interest will be credited daily at a rate
equivalent to the compound annual rate. We cannot
predict or guarantee the level of future guaranteed
interest rates, except that we guarantee that future
guaranteed interest rates will not be below 3% per year
compounded annually. As a result of additional net
purchase payments, renewals, and transfers of portions
of your Accumulated Value, which begin new Guarantee
Periods, guarantee period amounts allocated to Guarantee
Periods of the same duration may have different
Expiration Dates. Therefore, each guarantee period
amount will be treated separately for purposes of
determining any interest change adjustment.

We will notify you in writing, at your last known
address to us, at least 30 and no more than 75 days
prior to each Expiration Date of each guarantee period
amount. The guarantee period amount will renew for a new
Guarantee Period of the same duration as the previous
Guarantee Period, unless we receive, prior to the end of
the expiring Guarantee Period, a Written Request from
you for a different Guarantee Period from among those
being offered by us at such time, instructions to
transfer all or a portion of the guarantee period amount
to one or more Divisions in accordance with the Transfer
provision, or instructions to withdraw all or a portion
of the guarantee period amount. If the previous
Guarantee Period is no longer being offered by us, such
amount will be transferred to the G.T. Global: Money
Market Division, unless you give us other instructions.
Each new guarantee period amount must be at least $500.

10474 4.03
(5/92)

<PAGE>

Interest Change Any full surrender or partial withdrawal of a guarantee
Adjustment period amount which is not effective within 30 days
prior to the Expiration Date of the guarantee period
amount, will be subject to an interest change adjustment
("ICA"). For this purpose, transfers, distributions on
your death, annuitization, and amounts applied to
purchase an annuity are all treated as cash withdrawals.
The lCA will be subtracted from the gross amount being
withdrawn after deductions of any applicable
administrative charges and before deduction of any
applicable surrender charge. (See Section 9.)

The lCA will reflect the relationship between the
current rate (defined as J below) for Guarantee Periods
of the same duration as the Period from which the
surrender or withdrawal is being made and the guaranteed
interest rate applicable to the amount being withdrawn.
It also reflects the time remaining in the applicable
Guarantee Period. The application of the lCA may result
in a lower payment than the guarantee period amount upon
surrender or withdrawal.

The interest change adjustment is determined by the
application of the following formula:

ICA = W x .9 x (J-I) x (N/12)

where,

W is the gross withdrawal as of the effective date of
the application of the interest change adjustment, prior
to the application of the interest change adjustment,
surrender charge, and administrative charges;

J is the guaranteed interest rate declared by us, as of
the effective date of the application of the interest
change adjustment, for current allocations to Guarantee
Periods equal to the Guarantee Period from which the
surrender or withdrawal is being made;

is the guaranteed interest rate currently being
credited to the guarantee amount subject to the interest
change adjustment; and

N is the number of complete calendar months remaining
in the Guarantee Period of the guarantee period amount
subject to the interest change adjustment.

In the determination of J, if we currently do not offer
the applicable Guarantee Period, then the rate will be
determined by using the next shorter Guarantee Period
that is currently offered by us.

Notwithstanding application of the above formula, (a) in
no event will the lCA be less than zero, and (b) the
gross surrender or withdrawal minus the interest change
adjustment will not be less than the net purchase
payments being withdrawn accumulated at 3% interest per
year compounded annually since the beginning of the
Guarantee Period.

7. TRANSFERS

Transfers Prior to the Annuity Date, you may transfer amounts
among the Divisions of the Separate Accounts and the
Guarantee Periods of the Fixed Account. These transfers
will be subject to the following conditions:

1. Transfers from a Guarantee Period of the Fixed
Account are not allowed during the first 12 months of
that Guarantee Period;

2. We must receive a request for transfer by Written
Request or by telephone provided we have a telephone
authorization in good order completed by you;

3. Transfers from a Division or Guarantee Period may be
made at any time and must be at least $500 (or the
entire amount in a Division or Guarantee Period, if less
than $500);

4. Any Accumulated Value remaining in a Division or
Guarantee Period must be at least $500 (or the request
may be treated as a request to transfer the entire
amount in that Division);

10474 4.04
(5/92)

<PAGE>

5. There is no limit to the number of transfers that you
may request. However, we reserve the right to assess a
charge of up to $25 for each transfer in excess of
twelve (12) transfers made in any Contract Year.

In addition, transfers from the Fixed Account will be
subject to the interest change adjustment, unless the
transfer is effective within 30 days prior to the
Expiration Date applicable to the guarantee period
amount. Transfers involving the Divisions will be
subject to additional terms and conditions that may be
imposed by each Division's corresponding G.T. Global
Variable Investment Fund. You must instruct us as to
what amounts should be transferred from each Division
and Guarantee Period. Transfers made from a Guarantee
Period will be made on a first-in-first-out basis when
more than one Guarantee Period allocation of equal
duration exists.

A transfer will be effective on the date the Written
Request for transfer is received at our Annuity Service
Office. We may revoke or modify the transfer privilege
at any time, including the minimum amount for a transfer
and the transfer charge, if any.

8. ADDITION, DELETION, OR SUBSTITUTION OF INVESTMENTS

Separate Accounts We reserve the right, subject to compliance with
applicable law, to make additions to, deletions from, or
substitutions of the shares of a G.T. Global Variable
Investment Fund that are held or purchased by the
Separate Accounts for the Divisions. We reserve the
right to eliminate the shares of any of the G.T. Global
Variable Investment Funds and to substitute shies of
another G.T. Global Variable Investment Fund or of
another registered open-end investment company, if the
shares or G.T. Global Variable Investment Funds are no
longer available for investment or if in our judgment,
further investment in any G.T. Global Variable
Investment Fund should become inappropriate in view of
the purpose of the Contract. We will not substitute any
shares attributable to your interest in a Division of
the Separate Accounts without at least 30 days notice to
the owner and prior approval of the Securities and
Exchange Commission, to the extent required by the
Investment Company Act of 1940 or other applicable law.
This will not prevent the Separate Accounts from
purchasing other securities for other series or classes
of contracts, or from permitting conversion between
series or classes of contracts on the basis of requests
made by owners.

We also reserve the right to establish additional
Divisions of the Separate Accounts, each of which would
invest in a new G .T. Global Variable Investment Fund,
or in shares of another investment company, and to make
such Divisions available to whatever class or series of
contracts we choose. We also reserve the right to
eliminate or combine existing Divisions of the Separate
Accounts or to transfer assets between Divisions.

If we consider it to be in the best interest of persons
having voting privileges under the contracts, the
Separate Accounts may be operated as management
companies under the Investment Company Act of 1940. They
may be deregistered under that Act in the event
registration is no longer required. They may be combined
with other separate accounts; or their assets may be
transferred to other separate accounts.

Fixed Account We will periodically establish an applicable guaranteed
interest rate for each Guarantee Period offered by us.
Current guaranteed interest rates may be changed by us
depending on interest rates available to us and other
factors as described below. Once established, however,
rates applicable to a particular guarantee period amount
are guaranteed for the duration of the applicable
Guarantee Period. However, your Accumulated Value
withdrawn from the Fixed Account will be subject to any
applicable surrender charge and may be subject to a
interest change adjustment.

We have no specific formula for establishing the
guaranteed interest rates for the Guarantee Periods. The
determination may be influenced by, but not necessarily
correspond to, interest rates generally available on the
type of investments to be acquired with the guarantee
period amounts. In determining guaranteed interest
rates, we may also consider, among other factors, the
duration of a Guarantee Period, regulatory and tax
requirements, sales commissions and administrative
expenses borne by us, and general economic trends.

10474 4.05
(5/92)

<PAGE>

OUR MANAGEMENT MAKES THE FINAL DETERMINATION OF THE
GUARANTEED INTEREST RATES TO BE DECLARED. WE CANNOT
PREDICT OR GUARANTEE THE LEVEL OF FUTURE GUARANTEED
INTEREST RATES, EXCEPT THAT WE GUARANTEE THAT FUTURE
GUARANTEED INTEREST RATES WILL NOT BE BELOW 3% PER YEAR
COMPOUNDED ANNUALLY.

9. CHARGES AND DEDUCTIONS

Administrative Each year On the last day of the Contract Year, we
Charges may deduct an annual account administration fee
("account fee") as partial compensation for expenses
relating to the issue and maintenance of this Contract
and your account. On Accumulated Values of $20,000 or
more, there will be no account fee. On Accumulated
Values less than $20,000, the account fee assessed will
be the lesser of $30 or 2% of your Accumulated Value for
Contract Years ending prior to December 31, 1999.
Thereafter, the account fee may be adjusted annually,
but in no event may it be adjusted by more than the
amount that reflects the change in the Consumer Price
Index since December 31, 1992, nor will it exceed $50.
The account fee will be deducted from the G.T. Global
Money Market Division; or from the Division with the
largest portion of Accumulated Value if no G.T. Global
Money Market Division investment exists on the Contract
Anniversary, or from the Fixed Account if no Separate
Account investment exists on the Contract Anniversary.
If your Accumulated Value has been allocated solely to
the Fixed Account during the entire previous Contract
Year, no account fee will be assessed. To the extent
that the account fee is deducted from a Division,
Accumulation Units will be cancelled to effect the
deduction. On full surrender, the entire account fee, if
applicable, will be assessed.

On occasion, the last day of a Contract Year will not
fall on a Business Day. lf the last day of a Contract
Year and the next Business Day fall in the same calendar
month, administrative charges will be taken on the next
Business Day. If the last day of a Contract Year and the
next Business Day do not fall in the same calendar
month, administrative charges will be taken on the
Business Day immediately preceding the last day of the
Contract Year.

After the Annuity Date, the annual account fee will be
deducted in equal amounts from each variable Annuity
Payment made during the year. No such deduction will be
made on fixed Annuity Payments.

We reserve the right to charge a fee to cover our
expenses for special handling. Please refer to the
Separate Account prospectus for current charges.

Surrender Charge Upon full surrender of the Contract or partial
withdrawal of Accumulated Value, we will apply a
surrender charge to the gross withdrawal amount,
excluding any applicable interest change adjustment or
administrative charges.

This surrender charge, expressed as a percentage of each
net purchase payment, will apply to net purchase
payments for six calendar years measured from the date
the net purchase payment is received. The surrender
charge schedule is as follows:

Years Since Receipt
of Purchase Payment Surrender Charge
------------------- ----------------
0 6%
1 5%
2 4%
3 3%
4 2%
5 1%
6+ 0%

You may withdraw an amount equal to ten percent (10%) of
your Accumulated Value each year without incurring a
surrender charge ("10% Free"). The annual 10% Free
amount will be equal to 10% of the Accumulated Value on
the date that the first partial withdrawal is made each
year. The 10% Free amounts withdrawn will not reduce the
net purchase payment still subject to a surrender
charge. The 10% Free amount does not apply upon full
surrender.

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(5/92)

<PAGE>

After an amount equal to the 10% Free has been
withdrawn, additional amounts will be withdrawn from net
purchase payments on a FlFO basis and will be subject to
the surrender charges noted in the above table. Net
purchase payments which were received more than 6 years
prior to the date of withdrawal may be withdrawn without
incurring a surrender charge. After all net purchase
payments have been withdrawn, further withdrawals will
be made from earnings without incurring a surrender
charge. If the Accumulated Value is less than the net
purchase payments subject to a surrender charge, the
surrender charge will only be applied to the Accumulated
Value. The surrender charge is not applied in the event
of annuitization with us after three Contract Years, or
on death of the Annuitant if the Date of Issue is prior
to the Annuitant's 75th birthday.

10. CASH WITHDRAWALS

Cash Withdrawals At any time before the Annuity Date and during the
lifetime of the Annuitant, you may elect to receive a
cash withdrawal payment. The election must be in the
form of a Written Request and specify the amount of the
withdrawal. It will be effective on the date that a
Written Request for withdrawal is received at our
Annuity Service Office.

You may request a full surrender or a partial
withdrawal. A full surrender will result in a cash
withdrawal payment equal to the Accumulated Value of
your Contract at the end of the Valuation Period during
which the election becomes effective, less any
applicable administrative charges, interest change
adjustment, and surrender charge. A request for a
partial withdrawal will result in a reduction in your
Accumulated Value equal to the amount you receive plus
any applicable surrender charge, administrative charges
or interest change adjustment. The amount you receive
can be less than the amount requested if your
Accumulated Value is insufficient to cover applicable
charges and produce the requested amount. Any withdrawal
request cannot exceed the Accumulated Value of your
Contract. Any applicable interest change adjustment and
surrender charge will be calculated based upon the gross
amount of withdrawal.

There is no limit on the frequency of partial
withdrawals. However, the amount withdrawn must be at
least $500 or, if less, the entire balance in a Division
or Guarantee Period. If after the withdrawal (and
deduction of any interest change adjustment and
surrender charge) the amount remaining in the Division
or Guarantee Period would be less than $500, we will
treat the partial withdrawal as a withdrawal of the
entire amount held in the Division or Guarantee Period.
If a partial withdrawal plus any applicable interest
change adjustment and surrender charge would reduce the
Accumulated Value to less than $500, we will treat the
partial withdrawal as a full surrender of the Contract.

In the case of a partial withdrawal, you must instruct
us as to the amounts to be withdrawn from each Division
and Guarantee Period. If a partial withdrawal is to be
withdrawn from the Fixed Account, you must instruct us
from which Guarantee Period the withdrawals are to be
made. Withdrawals will be made on a first-in-first-out
basis when more than one Guarantee Period allocation of
equal duration exists. ALL CASH WITHDRAWALS FROM ANY
GUARANTEE PERIOD AMOUNT, EXCEPT THOSE EFFECTIVE WITHIN
30 DAYS PRIOR TO THE EXPIRATION DATE OF SUCH GUARANTEE
PERIOD AMOUNT, WILL BE SUBJECT TO THE INTEREST CHANGE
ADJUSTMENT.

Cash withdrawals from a Division will result in the
cancellation of Accumulation Units attributable to your
account with an aggregate value on the effective date of
the withdrawal equal to the total amount by which the
Accumulated Value in the Division is reduced. The
cancellation of such units will be based on the
Accumulation Unit values of the Division at the end of
the Valuation Period during which the cash withdrawal is
effective.

If at the time you make a request for a full surrender
or a partial withdrawal, you do not provide us with a
Written Request not to have Federal income taxes
withheld, we must by law withhold such taxes from the
taxable portion of any surrender or withdrawal.

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<PAGE>

Requests for cash withdrawal payments to a party other
than you and/or to an address other than your address of
record require a signature guarantee. In addition, if
your address of record has been changed within the
preceding 30 days, a signature guarantee is required.

Any cash withdrawal payment will be paid within seven
days from our receipt of your Written Request, except as
we may be permitted to defer such payment in accordance
with the Investment Company Act of 1940 and applicable
state insurance law. We reserve the right to defer the
payment of amounts withdrawn from the Fixed Account for
a period not to exceed six months from the date your
Written Request for such withdrawal is received.

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<PAGE>

11. ANNUITY PROVISIONS

Annuity Proceeds The annuity proceeds will equal the Accumulated Value,
less any applicable premium taxes, administrative
charges, interest change adjustment, and surrender
charge on the Annuity Date. Only if the Annuity Date of
the Contract occurs within the first three Contract
Years, will the surrender charge be deducted from the
annuity proceeds on the Annuity Date.

Annuity Date Annuity Payments will begin under the Contract on the
Annuity Date unless the Contract has been surrendered or
the Proceeds have been paid to the designated Beneficiary
prior to that date. The Annuity Date will be the later
of the first day of the first month following the
Annuitant's 85th birthday or upon completion of five
Contract Years, unless otherwise restricted, as In the
case of a non-corporate qualified contract or by
applicable law.

You may change the Annuity Date. An Annuity Date may be
changed only by Written Request during the Annuitant's
lifetime, and such a request must reach our Annuity
Service Office at least 30 days before (1) the then
current Annuity Date, and (2) the new Annuity Date.
The new Annuity Date must be no later than the Annuity
Date as defined in the paragraph above.

Election of While the Annuitant is alive, you may choose any annuity
Annuity Option option or change any choice, if your choice was not
irrevocable, but only before Annuity Payments begin. The
election must be made not later than thirty days prior to
the time Annuity Payments begin. If an annuity option is
not chosen prior to the Annuity Date, payments will begin
to the Annuitant on the Annuity Date under the annuity
option providing a Life Annuity with 120 Monthly Payments
Guaranteed. (Option 2 below)

At the time annuity proceeds are payable to a
Beneficiary, a Beneficiary may choose or change any
annuity option if Proceeds are available to the
Beneficiary in one sum.

A choice or change must be made by Written Request.

Annuity Options (See Annuity Option Tables at the end of this Contract.)
On the Annuity Date, the annuity proceeds may be placed
under any of the following options:

Option 1. Life Annuity. We will pay a monthly income
during a person's lifetime, which will cease
with the last payment preceding the death of
that person.

Option 2. Life Annuity with 60, 120, 180, or 240 Monthly
Payments Guaranteed. We will pay a monthly
income during a person's lifetime with the
guarantee that if, at death of the person,
payments have been made for less than 60
months, 120 months, 180 month, or 240 months,
as elected, payments will be continued to the
Beneficiary during the remainder of the
elected period.

Option 3. Joint and Survivor Income for Life. We will
make monthly payments jointly to two payees if
both are living when the payments become
payable. The Annuitant will be designated as
primary payee. Full payments will continue so
long as the primary payee is living. If the
primary payee dies after payments begin, full
payments or payments of 1/2 or 2/3, (whichever
you elected when applying for this option)
will continue to the other payee during his or
her lifetime.

Option 4. Income for a Fixed Period. We will pay the
annuity proceeds in payments over a period of
from 5 to 30 years. The amount of each payment
will be based upon the period and the
frequency of the payments selected from Option
4 Table.

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<PAGE>

Allocation of When you elect one of the annuity options, you may
Annuity further elect to have the annuity purchased in the form
of the variable annuity, fixed annuity, or a combination
of both. If no election is made to the contrary on these
options, that portion of Accumulated Value in the
Divisions of the Separate Accounts will be applied to
provide a variable annuity and that portion in the Fixed
Account will be applied to provide a fixed annuity.

Variable For the variable portion of an annuity option, the amounts
Annuity applied to the annuity are used to purchase Annuity Units
Payments in the selected Division(s). The number of Annuity Units
purchased in each Division is calculated as the dollar
amount of the first Annuity Payment provided by Proceeds
from that Division divided by the Annuity Unit value for
the Division as of the Annuity Date. On any payment
date, the amount of payment from each Division is
calculated as the number of Annuity Units for the
Division times the Annuity Unit value for the Division'
as of the payment date, less any applicable
administrative charges. Although variable Annuity
Payments will vary to reflect performance of the
Divisions, we guarantee that the dollar amounts of
variable Annuity Payments will not be adversely affected
by our actual expense and mortality results.

Minimum Amounts The minimum amount for each payee that can be placed
under an option and the minimum amount of any payments
under an option will be based on our rules at the time
the option is to become effective (or as required by
state law).

Payee A person who receives Annuity Payments under an annuity
option is a payee. Except for a legal guardian, a payee
must generally be a natural person receiving benefits in
his or her own right. With our consent, the payee may be
a trustee, assignee, corporation, or partnership.

Contingent Payee The payee may name contingent payees, subject to any
restrictions under an annuity option chosen during the
Annuitant's lifetime, under the following conditions:

1. If you are the payee; or

2. If at any time after the Annuitant's death and
during the option period no previously named contingent
payee is living.

The named contingent payee will be disregarded if making
that person or entity the contingent payee would prevent
treatment of this Contract as an annuity for federal
income tax purposes. Designations made by the payee
under these provisions may be changed by the payee. Such
changes must be made by Written Request satisfactory to
us. Changes will only take effect when we accept them in
writing at our Annuity Service Office. At that time, the
contingent interest of any other person is terminated as
of the date the payee signed the request, whether or not
the payee is living when we receive the request.

Life Income Options Life Income Options are based on the Annuitant's sex and
age nearest birthday on the Annuity Date. We have the
right to require satisfactory proof of age and sex. If
age or sex has been incorrectly stated, the proper
adjustments in payments will be made. We may also require
proof that the payee is living on any payment due date.

Death of Payee If a payee dies, any installments still payable under an
annuity option specifying a certain period will be paid
as they become due to the surviving or next succeeding
payee. If no designated payee survives, the commuted
value of any unpaid installments will be paid in one sum
to the estate of-the last payee to die.

Rights Under No payee has the right to make any change in the provisions
Annuity Options of the agreement or to receive the benefits in any
manner other than that stated in the agreement, unless
such right was reserved in the agreement. We will not
make any payments in advance, nor commute payments under
any life income option.

10520 5.02
(5/92)

<PAGE>

Calculation of Payments paid under an annuity option will be calculated
Payments using the effective annual rate of 4% compounded
annually. The mortality table used in determining
payments made under life income options is the 1983
Individual Annuitant Mortality Table a. In using this
mortality table, ages of annuitants will be reduced by
one year for annuity dates occurring during the 1990s,
reduced two years for annuity dates occurring during the
decade 2000-2009, and so on.

Basis of Commutation of payments under an annuity option will be
Commutation calculated using the effective annual rate of 4%
compounded annually.

Extended Provisions for settlement of benefits different from
Provisions those stated in this Contract may only be made upon
written agreement with us.

Company We will be fully discharged by any payment we make
Liability before a Written Request for an election, change, or
revocation was made and is received in our Annuity
Service Office.

12. DEATH BENEFIT

Death Benefit In every case of death, we must receive due proof of
death of the owner or Annuitant before we are obliged to
act.

(A) Death of a Contract Owner who is the Annuitant

If a contract owner dies prior to the Annuity Date
and if his or her surviving spouse is the
Beneficiary, the Contract will continue with his or
her surviving spouse as the new owner and the death
benefit, if more than the Accumulated Value, will be
paid to the surviving spouse by crediting the
Contract with an amount equal to the difference
between the death benefit and the Accumulated Value.
If the contract owner's surviving spouse is not the
Beneficiary, the death benefit will become payable
to the Beneficiary.

If a contract owner dies on or after the Annuity
Date, no death benefit will be payable under the
Contract except as may be provided under the annuity
option elected.

(B) Death of a Contract Owner who is not the Annuitant

If a contract owner dies prior to the Annuity Date
and if his or her surviving spouse is the Annuitant,
the Contract will continue with his or her surviving
spouse as the new owner. If the surviving spouse is
not the Annuitant, the Accumulated Value, less any
applicable administrative charges, interest change
adjustment, or surrender charge, will be distributed
to the Beneficiary.

If a contract owner dies on or after the Annuity
Date, no death benefit will be payable under the
Contract.

If the Annuitant dies prior to the Annuity Date and
before a contract owner, the death benefit will
become payable to the Beneficiary. The Beneficiary
may elect to receive these benefits through one of
the annuity options available under the Contract or
in a single lump sum. If an election is not made by
Written Request within one year after the death of
the Annuitant, the death benefit will be paid in a
single lump sum.

If the Annuitant dies on or after the Annuity Date,
no death benefit will be payable under the Contract
except as may be provided under the annuity option
elected.

Except as otherwise provided above, payments made under
the death benefit provisions will be made in one lump
sum and must be made within five (5) years after the
date of the contract owner's death or death of the
Annuitant.

The death benefit will be paid or credited within seven
days of receipt at our Annuity Service Office, of due
proof of death and a Written Request for payment; except
as we may be permitted to defer such payment in accordance
with the Investment Company Act of 1940 and applicable
state insurance law.

10520 5.03
(5/92)

<PAGE>

If, however, the contract owner or the Beneficiary make
a written choice of one of the two options described
below, and if the choice is clear to us, we will treat
the Proceeds as the contract owner or the Beneficiary
have chosen. The two options are:

1. Leave the Proceeds of the Contract with us. The value
of the Proceeds must be paid in a lump sum to the
Beneficiary before the end of the fifth year after
the contract owner's death.

2. Apply the Proceeds to create an immediate annuity
for the Beneficiary, who will be the owner and
Annuitant. Payments under the annuity, or under any
other method of payment we make available, must be
for the life of the Beneficiary, or for a number of
years that is not more than the life expectancy of
the Beneficiary at the time of the contract owner's
death (as determined for federal tax purposes), and
must begin within one year after the contract
owner's death.

Amount of Death The death benefit will be the gross death benefit
Benefit described below, less any applicable interest change
adjustment, surrender charge, or administrative charges.
The surrender charge is not applicable in the event of
the Annuitant's death if the Date of Issue is prior to
the Annuitant's 75th birthday.

The gross death benefit during the first six Contract
Years will be equal to the greater of: (a) the
Accumulated Value on the date due proof of death is
received at our Annuity Service Office or, (b) the sum
of all net purchase payments made, less any amount
deducted in connection with partial withdrawals. During
any subsequent six Contract Year period, the gross death
benefit will be the greater of: (a) the Accumulated
Value on the date due proof of death is received at our
Annuity Service Office, or (b) the death benefit on
the last day of the previous six Contract Year period
plus any net purchase payments made and less any amount
deducted in connection with partial withdrawals since
then. Notwithstanding the above, if the Date of Issue is
on or after the Annuitant's 75th birthday, the gross
death benefit will be the Accumulated Value on the date
due proof of death is received at our Annuity Service
Office.

13. DIVIDENDS

Annual Dividends Your Contract shares in our divisible surplus while it is
in force prior to the Annuity Date. Each year we will
determine the share of divisible surplus, if any,
accruing to your Contract. Investment results are
credited directly through the changes in the value of
the Accumulation Units and Annuity Units. Also, most
mortality and expense savings are credited directly
through decreases in the appropriate charges. Therefore,
we expect little or no divisible surplus to be credited
to your Contract.

NOTE: These dividends are not related to the dividends
or other distributions that may or may not be credited
to the Divisions by the G.T. Global Variable Investment
Funds.

Dividend You may choose one of the following dividend options:
Options
Option 1. Cash. Paid in cash.

Option 2. Increase Accumulated Value. Use to increase
the Accumulated Value by the amount of the dividend.

You may choose a dividend option within 31 days after
a dividend is credited. If you do not, we will credit
the dividend under Option 2.

10520 5.04
(5/92)

<PAGE>

14. PERSONS WITH AN INTEREST IN THE CONTRACT

Ownership The owner is as shown in the application or in any
supplemental agreement attached to this Contract, unless
later changed as provided in this Contract. You, as
owner, are entitled to all rights provided by this
Contract, prior to the Annuity Date. Ownership may be
changed in accordance with the Change of Owner or
Beneficiary provision. After the Annuity Date, you
cannot change the payee nor the mode of payment, unless
otherwise provided in this Contract. Any person whose
rights of ownership depend upon some future event will
not possess any present rights of ownership. If there is
more than one owner at a given time, all must exercise
the rights of ownership by joint action.

Beneficiary The original Beneficiary is as shown in the application.
You may change the Beneficiary in accordance with the
Change of Owner or Beneficiary provision. Unless
otherwise stated, the Beneficiary has no rights in this
Contract before the death of the contract owner or
Annuitant. If there is more than one Beneficiary at the
death of the Annuitant, each will receive equal payments
unless otherwise provided. If there are no Beneficiaries
living when the Annuitant dies, or at the end of any
common disaster period, the Proceeds (commuted if
required) will be payable to you, if you are living, or
to your estate.

Change of Owner During the Annuitant's lifetime you may change the
or Beneficiary Ownership and Beneficiary designations. You must make
the change in written form satisfactory to us. If
acceptable to us it will take effect as of the time you
signed the Written Request, whether or not the Annuitant
is living when we receive your request at our Annuity
Service Office. The change will be subject to any
assignment of this Contract or other legal restrictions.
It will also be subject to any payment we made or action
we took before we received your Written Request of the
change. We have the right to require the Contract for
endorsement before we accept the change. We will not be
bound by any Change of Owner of the Contract or of any
interest in it unless we send you an acknowledged copy.

If you are also the Beneficiary of the Contract at the
time of the Annuitant's death, you may designate some
other person to receive the Proceeds of the Contract at
the time due proof of death is submitted to our Annuity
Service Office.

If this is a non-corporate qualified contract, you may
not transfer, sell, assign, discount, or pledge this
Contract for a loan or a security for the performance of
an obligation or any other purpose to any person other
than to us at our Annuity Service Office.

Assignments THIS ASSIGNMENT PROVISlON WILL NOT APPLY TO
NON-CORPORATE QUALIFIED CONTRACTS. NO ASSIGNMENT WILL BE
PERMITTED IN SUCH CASES.

We will not be bound by an assignment of the Contract or
of any interest in it unless:

1. It is made as a written instrument;

2. You file the original instrument or a certified copy
with us at our Annuity Service Office; and

3. We send you an acknowledged copy.

We are not responsible for the validity of any assignment.

If a claim is based on an assignment, we may require
proof of the interest of the claimant. A valid
assignment will take precedence over any claim of a
Beneficiary. Any amounts due under a valid assignment
will be paid in one lump sum.

10667 6.01
(5/92)

<PAGE>

15. THE CONTRACT

The Contract This Contract, its endorsements and amendments if any,
and the application, a copy of which is attached to and
made a part of the Contract, are the entire Contract.
This Contract will be subject to all of the provisions
of the Investment Company Act of 1940 at all times
during which the Separate Accounts are registered under
such act as unit investment trusts.

Control Consistent with the terms of any Beneficiary
designation, you may, during the life of the Annuitant,
do any of the things described below:

1. Prior to the time when Annuity Payments have begun you
may surrender this Contract or withdraw a portion of the
Accumulated Value.

2. You may exercise any right, receive any benefit, or
enjoy any privilege contained in this Contract.

Modification No condition or provision of this Contract can be waived
or modified except by a written instrument signed by our
president, a vice president, the secretary, or an
assistant secretary. Our agents have no authority to
alter or modify any terms, conditions, or agreements of
this Contract, or to waive any of its provisions.

Upon notice to you, or the Payee(s) after the Annuity
Date, this Contract may be modified by us, but only if
such modification (a) is necessary to make the Contract
or the Separate Accounts comply with any law or
regulation issued by a governmental agency to which we
or the Separate Accounts is subject; or (b) is neck to
assure continued qualification of the Contract under the
Internal Revenue Code or other federal or state laws
relating to non-corporate qualified contracts; or (c)
is neck to reflect a change in the operation of the
Separate Accounts or the Divisions; or (d) provides
additional Separate Accounts and/or Fixed Account
options. In the event of any such modification, we may
make appropriate endorsement to the Contract to reflect
such modification.

Statements in Application All statements made by the
Annuitant or on his or her behalf, or by the applicant,
will be deemed representations and not warranties,
except in the case of fraud. Material misstatements will
not be used to void the Contract or deny a claim unless
made in the application.

Incontestability We will not contest this Contract.

Misstatement of If the age or sex of the Annuitant has been misstated in
Age or Sex the application, the benefits available under this
Contract will be those which the purchase payments would
have and Corrections purchased for the correct age or
sex. Any underpayments already made by us will be made
up immediately and any overpayments already made by us
will be charged against the Annuity Payments falling due
after adjustment.

If we make any payment or Contract changes in good
faith, relying on our records, or evidence supplied to
us, we will be fully discharged. We reserve the right to
correct any errors in the Contract.

Claims of Creditors To the extent permitted by law, neither the Contract nor
any payment under it will be subject to the claim of
creditors or to any legal process.

Conformity If any provision in this Contract is in conflict with
with Statutes the laws of the state which govern this Contract, the
provision will be deemed to be amended to conform with
such laws.

Relationship of We will have exclusive and absolute ownership and control
This Contract of the assets of our Fixed Account. The method of
to Company determination by us of the value of an Accumulation Unit
Accounts or an Annuity Unit will be conclusive upon you and any
Beneficiary.

10667 6.02
(5/92)

<PAGE>

Contract Owner At least once each Contract Year we will mail a report to
Reports you. The report will be mailed to your last address
known to us. The report will include a statement of the
number of units credited to the Separate Accounts under
this Contract and the dollar value of such units as well
as a statement of the value of the fixed portion of this
Contract. The information in the report will be as of a
date not more than two months prior to the date of
mailing the report. We will also mail to you at least
once in each Contract Year a report of the investments
held in the Divisions under this Contract.

Premium Tax State and local government premium tax, if applicable,
will be deducted from purchase payments or Accumulated
Value when the tax is incurred by us.

Other Taxes We reserve the right to make a charge for any federal,
state or local taxes (other than premium taxes) that we
incur, or economic burden on us resulting from the
application of the tax laws that we determine to be
properly attributable to the Separate Accounts or to the
contracts.

10667 6.03
(5/92)

<PAGE>

ANNUITY OPTION TABLES
for each $1,000

MALE FEMALE OPTION 1 OPTION 2 OPTION 4
- ------------------------------------ -------------------------------------------------------- ------------------------------
LIFE 60 MONTHS 120 MONTHS 180 MONTHS 240 MONTHS INCOME FOR A FIXED PERIOD
ANNUITY GUARANTY GUARANTY GUARANTY GUARANTY ------------------------------
- ------------------------------------ -------------------------------------------------------- YEARS MONTHLY
<S> <C> <C> <C> <C> <C> <C> CERTAIN INSTALLMENTS
45 50 $4.53 $4.52 $4.50 $4.46 $4.40 <C> <C>
46 51 $4.59 $4.58 $4.55 $4.51 $4.45 ------------------------------
47 52 $4.65 $4.64 $4.61 $4.56 $4.50 5 $18.32
48 53 $4.72 $4.71 $4.67 $4.62 $4.55 6 $15.56
49 54 $4.79 $4.77 $4.74 $4.68 $4.60 7 $13.59
50 55 $4.86 $4.85 $4.81 $4.74 $4.65 8 $12.11
51 56 $4.94 $4.92 $4.88 $4.80 $4.71 9 $10.97
52 57 $5.02 $5.00 $4.95 $4.87 $4.76 10 $10.06
53 58 $5.10 $5.08 $5.03 $4.94 $4.82 11 $9.31
54 59 $5.19 $5.17 $5.11 $5.01 $4.88 12 $8.69
55 60 $5.29 $5.26 $5.20 $5.09 $4.94 13 $8.17
56 61 $5.39 $5.36 $5.29 $5.17 $5.00 14 $7.72
57 62 $5.49 $5.47 $5.38 $5.25 $5.06 15 $7.34
58 63 $5.61 $5.58 $5.48 $5.33 $5.12 16 $7.00
59 64 $5.73 $5.70 $5.59 $5.42 $5.18 17 $6.70
60 65 $5.86 $5.82 $5.70 $5.51 $5.24 18 $6.44
61 66 $6.00 $5.96 $5.82 $5.60 $5.31 19 $6.21
62 67 $6.15 $6.10 $5.95 $5.69 $5.37 20 $6.00
63 68 $6.32 $6.26 $6.08 $5.79 $5.43 21 $5.81
64 69 $6.49 $6.42 $6.21 $5.89 $5.48 22 $5.64
65 70 $6.68 $6.60 $6.35 $5.98 $5.54 23 $5.49
66 71 $6.88 $6.78 $6.50 $6.08 $5.59 24 $5.35
67 72 $7.09 $6.98 $6.65 $6.18 $5.64 25 $5.22
68 73 $7.31 $7.18 $6.81 $6.28 $5.69 26 $5.10
69 74 $7.56 $7.40 $6.97 $6.37 $5.73 27 $4.99
70 75 $7.82 $7.64 $7.14 $6.47 $5.77 28 $4.89
71 76 $8.09 $7.88 $7.31 $6.55 $5.81 29 $4.80
72 77 $8.39 $8.14 $7.48 $6.64 $5.84 30 $4.72
73 78 $8.71 $8.41 $7.65 $6.72 $5.87
74 79 $9.05 $8.70 $7.83 $6.80 $5.89
75 80 $9.41 $9.00 $8.00 $6.87 $5.91
76 81 $9.81 $9.32 $8.17 $6.93 $5.93
77 82 $10.23 $9.65 $8.34 $6.99 $5.95
78 83 $10.68 $9.99 $8.50 $7.05 $5.96
79 84 $11.16 $10.35 $8.66 $7.10 $5.97
80 85 $11.68 $10.72 $8.81 $7.14 $5.98
81 $12.23 $11.09 $8.95 $7.18 $5.99
82 $12.81 $11.47 $9.09 $7.21 $5.99
83 $13.44 $11.86 $9.21 $7.23 $5.99
84 $14.09 $12.25 $9.32 $7.26 $6.00
85 $14.79 $12.64 $9.43 $7.28 $6.00
</TABLE>

The mortality table used in computing annuity options under this contract is
the 1983 Individual Annuity Mortality Table a.

00754 7.01
(5/92)

<PAGE>

ANNUITY OPTION TABLES
for each $1,000

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
OPTION 3 - MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------------------
Male 45 46 47 48 49 50 51 52 53 54 55
- -------------------------------------------------------------------------------------------------------------------
Female 50 51 52 53 54 55 56 57 58 59 60
- -------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.19 $4.22 $4.24 $4.27 $4.30 $4.32 $4.35 $4.37 $4.40 $4.43 $4.45
51 56 $4.21 $4.23 $4.26 $4.29 $4.32 $4.35 $4.38 $4.40 $4.43 $4.46 $4.48
52 57 $4.22 $4.25 $4.28 $4.31 $4.34 $4.37 $4.44 $4.43 $4.46 $4.49 $4.52
53 58 $4.24 $4.27 $4.30 $4.33 $4.37 $4.40 $4.43 $4.46 $4.49 $4.52 $4.55
54 59 $4.25 $4.29 $4.32 $4.35 $4.39 $4.42 $4.46 $4.49 $4.52 $4.56 $4.59
55 60 $4.27 $4.30 $4.34 $4.37 $4.41 $4.45 $4.48 $4.52 $4.55 $4.59 $4.62
56 61 $4.28 $4.32 $4.36 $4.39 $4.43 $4.47 $4.51 $4.54 $4.58 $4.62 $4.66
57 62 $4.30 $4.33 $4.37 $4.41 $4.45 $4.49 $4.53 $4.57 $4.61 $4.65 $4.69
58 63 $4.31 $4.35 $4.39 $4.43 $4.47 $4.51 $4.55 $4.60 $4.64 $4.68 $4.73
59 64 $4.32 $4.36 $4.40 $4.45 $4.49 $4.53 $4.58 $4.62 $4.67 $4.71 $4.76
60 65 $4.34 $4.38 $4.42 $4.46 $4.51 $4.55 $4.60 $4.65 $4.69 $4.74 $4.79
61 66 $4.35 $4.39 $4.43 $4.48 $4.53 $4.57 $4.62 $4.67 $4.72 $4.77 $4.82
62 67 $4.36 $4.40 $4.45 $4.49 $4.54 $4.59 $4.64 $4.69 $4.75 $4.80 $4.85
63 68 $4.37 $4.41 $4.46 $4.51 $4.56 $4.61 $4.66 $4.71 $4.77 $4.83 $4.88
64 69 $4.38 $4.42 $4.47 $4.52 $4.57 $4.63 $4.68 $4.74 $4.79 $4.85 $4.91
65 70 $4.39 $4.43 $4.48 $4.53 $4.59 $4.64 $4.70 $4.76 $4.81 $4.88 $4.94
66 71 $4.40 $4.44 $4.49 $4.55 $4.60 $4.66 $4.71 $4.77 $4.84 $4.90 $4.96
67 72 $4.40 $4.45 $4.50 $4.56 $4.61 $4.67 $4.73 $4.79 $4.86 $4.92 $4.99
68 73 $4.41 $4.46 $4.51 $4.57 $4.63 $4.68 $4.75 $4.81 $4.87 $4.94 $5.01
69 74 $4.42 $4.47 $4.52 $4.58 $4.64 $4.70 $4.76 $4.82 $4.89 $4.96 $5.03
70 75 $4.43 $4.48 $4.53 $4.59 $4.65 $4.71 $4.77 $4.84 $4.91 $4.98 $5.06
71 76 $4.43 $4.48 $4.54 $4.60 $4.66 $4.72 $4.78 $4.85 $4.92 $5.00 $5.08
72 77 $4.44 $4.49 $4.55 $4.60 $4.67 $4.73 $4.80 $4.87 $4.94 $5.01 $5.09
73 78 $4.44 $4.50 $4.55 $4.61 $4.67 $4.74 $4.81 $4.88 $4.95 $5.03 $5.11
74 79 $4.45 $4.50 $4.56 $4.62 $4.68 $4.75 $4.82 $4.89 $4.96 $5.04 $5.13
75 80 $4.45 $4.51 $4.56 $4.63 $4.69 $4.76 $4.83 $4.90 $4.98 $5.06 $5.14

<CAPTION>
- ----------------------------------------------------------------------------------------------------------
OPTION 3 - MONTHLY INSTALLMENTS-JOINT AND EQUAL TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------
Male 56 57 58 59 60 61 62 63 64 65
- ----------------------------------------------------------------------------------------------------------
Female 61 62 63 64 65 66 67 68 69 70
- ----------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.47 $4.50 $4.52 $4.54 $4.56 $4.58 $4.60 $4.62 $4.64 $4.65
51 56 $4.51 $4.54 $4.56 $4.58 $4.61 $4.63 $4.65 $4.67 $4.69 $4.71
52 57 $4.55 $4.57 $4.60 $4.63 $4.65 $4.68 $4.70 $4.72 $4.74 $4.76
53 58 $4.58 $4.61 $4.64 $4.67 $4.70 $4.73 $4.75 $4.78 $4.80 $4.82
54 59 $4.62 $4.65 $4.69 $4.72 $4.75 $4.78 $4.80 $4.83 $4.86 $4.88
55 60 $4.66 $4.69 $4.73 $4.76 $4.79 $4.83 $4.86 $4.89 $4.91 $4.94
56 61 $4.70 $4.73 $4.77 $4.81 $4.84 $4.88 $4.91 $4.94 $4.97 $5.00
57 62 $4.73 $4.77 $4.81 $4.85 $4.89 $4.93 $4.96 $5.00 $5.03 $5.07
58 63 $4.77 $4.81 $4.85 $4.90 $4.94 $4.98 $5.02 $5.06 $5.10 $5.13
59 64 $4.80 $4.85 $4.90 $4.94 $4.99 $5.03 $5.07 $5.12 $5.16 $5.20
60 65 $4.84 $4.89 $4.94 $4.99 $5.03 $5.08 $5.13 $5.18 $5.22 $5.27
61 66 $4.87 $4.93 $4.98 $5.03 $5.08 $5.13 $5.19 $5.24 $5.28 $5.33
62 67 $4.91 $4.96 $5.02 $5.07 $5.13 $5.19 $5.24 $5.30 $5.35 $5.40
63 68 $4.94 $5.00 $5.06 $5.12 $5.18 $5.24 $5.30 $5.35 $5.41 $5.47
64 69 $4.97 $5.03 $5.10 $5.16 $5.22 $5.29 $5.35 $5.41 $5.48 $5.54
65 70 $5.00 $5.07 $5.13 $5.20 $5.27 $5.34 $5.40 $5.47 $5.54 $5.61
66 71 $5.03 $5.11 $5.17 $5.24 $5.31 $5.38 $5.46 $5.53 $5.60 $5.68
67 72 $5.06 $5.13 $5.20 $5.28 $5.35 $5.43 $5.51 $5.59 $5.66 $5.74
68 73 $5.09 $5.16 $5.24 $5.31 $5.39 $5.48 $5.56 $5.64 $5.73 $5.81
69 74 $5.11 $5.19 $5.27 $5.35 $5.43 $5.52 $5.61 $5.69 $5.78 $5.87
70 75 $5.13 $5.21 $5.30 $5.38 $5.47 $5.56 $5.65 $5.75 $5.84 $5.94
71 76 $5.16 $5.24 $5.33 $5.41 $5.51 $5.60 $5.70 $5.79 $5.90 $6.00
72 77 $5.18 $5.26 $5.35 $5.44 $5.54 $5.64 $5.74 $5.84 $5.95 $6.06
73 78 $5.20 $5.28 $5.38 $5.47 $5.57 $5.67 $5.78 $5.89 $6.00 $6.11
74 79 $5.21 $5.31 $5.40 $5.50 $5.60 $5.51 $5.82 $5.93 $6.05 $6.17
75 80 $5.23 $5.32 $5.42 $5.52 $5.63 $5.54 $5.85 $5.97 $6.09 $6.22
</TABLE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
OPTION 3 - MONTHLY INSTALLMENTS - JOINT AND ONE-HALF TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------------------
Male 45 46 47 48 49 50 51 52 53 54 55
- -------------------------------------------------------------------------------------------------------------------
Female 50 51 52 53 54 55 56 57 58 59 60
- -------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.50 $4.51 $4.53 $4.55 $4.56 $4.58 $4.59 $4.60 $4.62 $4.63 $4.65
51 56 $4.54 $4.56 $4.57 $4.59 $4.61 $4.62 $4.64 $4.65 $4.67 $4.68 $4.70
52 57 $4.59 $4.60 $4.62 $4.64 $4.66 $4.67 $4.69 $4.71 $4.72 $4.74 $4.75
53 58 $4.63 $4.65 $4.67 $4.69 $4.70 $4.72 $4.74 $4.76 $4.78 $4.80 $4.81
54 59 $4.68 $4.70 $4.72 $4.74 $4.76 $4.78 $4.80 $4.81 $4.83 $4.85 $4.87
55 60 $4.72 $4.74 $4.77 $4.79 $4.81 $4.83 $4.85 $4.87 $4.89 $4.91 $4.93
56 61 $4.77 $4.79 $4.82 $4.84 $4.86 $4.88 $4.91 $4.93 $4.95 $4.97 $5.00
57 62 $4.82 $4.85 $4.87 $4.89 $4.92 $4.94 $4.97 $4.99 $5.01 $5.04 $5.06
58 63 $4.87 $4.90 $4.92 $4.95 $4.98 $5.00 $5.03 $5.05 $5.08 $5.10 $5.13
59 64 $4.93 $4.95 $4.98 $5.01 $5.03 $5.06 $5.09 $5.12 $5.14 $5.17 $5.20
60 65 $4.98 $5.01 $5.04 $5.07 $5.10 $5.13 $5.15 $5.18 $5.21 $5.24 $5.27
61 66 $5.04 $5.07 $5.10 $5.13 $5.16 $5.19 $5.22 $5.25 $5.29 $5.32 $5.35
62 67 $5.10 $5.13 $5.16 $5.19 $5.23 $5.26 $5.29 $5.33 $5.36 $5.39 $5.43
63 68 $5.17 $5.20 $5.23 $5.26 $5.30 $5.33 $5.36 $5.40 $5.44 $5.47 $5.51
64 69 $5.23 $5.26 $5.30 $5.33 $5.37 $5.40 $5.44 $5.48 $5.51 $5.55 $5.59
65 70 $5.30 $5.33 $5.36 $5.40 $5.44 $5.48 $5.51 $5.55 $5.59 $5.64 $5.68
66 71 $5.36 $5.40 $5.44 $5.47 $5.51 $5.55 $5.59 $5.64 $5.68 $5.72 $5.77
67 72 $5.43 $5.47 $5.51 $5.55 $5.59 $5.63 $5.67 $5.72 $5.76 $5.81 $5.86
68 73 $5.50 $5.54 $5.58 $5.62 $5.67 $5.71 $5.76 $5.80 $5.85 $5.90 $5.95
69 74 $5.58 $5.62 $5.66 $5.70 $5.75 $5.79 $5.84 $5.89 $5.94 $5.99 $6.04
70 75 $5.65 $5.69 $5.74 $5.78 $5.83 $5.88 $5.93 $5.98 $6.03 $6.08 $6.14
71 76 $5.73 $5.77 $5.82 $5.86 $5.91 $5.96 $6.01 $6.07 $6.12 $6.18 $6.24
72 77 $5.80 $5.85 $5.90 $5.95 $6.00 $6.05 $6.10 $6.16 $6.22 $6.28 $6.34
73 78 $5.88 $5.93 $5.98 $6.03 $6.08 $6.14 $6.19 $6.25 $6.31 $6.38 $6.44
74 79 $5.96 $6.01 $6.06 $6.12 $6.17 $6.23 $6.29 $6.35 $6.41 $6.48 $6.55
75 80 $6.05 $6.10 $6.15 $6.20 $6.26 $6.32 $6.38 $6.44 $6.51 $6.58 $6.65

<CAPTION>
- ----------------------------------------------------------------------------------------------------------
OPTION 3 - MONTHLY INSTALLMENTS - JOINT AND ONE-HALF TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------
Male 56 57 58 59 60 61 62 63 64 65
- ----------------------------------------------------------------------------------------------------------
Female 61 62 63 64 65 66 67 68 69 70
- ----------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.66 $4.67 $4.68 $4.69 $4.71 $4.72 $4.73 $4.74 $4.75 $4.75
51 56 $4.71 $4.73 $4.74 $4.75 $4.77 $4.78 $4.79 $4.80 $4.81 $4.82
52 57 $4.77 $4.79 $4.80 $4.81 $4.83 $4.84 $4.85 $4.86 $4.88 $4.89
53 58 $4.83 $4.85 $4.86 $4.88 $4.89 $4.91 $4.92 $4.93 $4.95 $4.96
54 59 $4.89 $4.91 $4.93 $4.94 $4.96 $4.97 $4.99 $5.00 $5.02 $5.03
55 60 $4.95 $4.97 $4.99 $5.01 $5.03 $5.04 $5.06 $5.08 $5.09 $5.11
56 61 $5.02 $5.04 $5.06 $5.08 $5.10 $5.12 $5.14 $5.15 $5.17 $5.19
57 62 $5.09 $5.11 $5.13 $5.15 $5.17 $5.20 $5.22 $5.24 $5.25 $5.27
58 63 $5.16 $5.18 $5.20 $5.23 $5.25 $5.28 $5.30 $5.32 $5.34 $5.36
59 64 $5.23 $5.25 $5.28 $5.31 $5.33 $5.36 $5.38 $5.41 $5.43 $5.45
60 65 $5.30 $5.33 $5.36 $5.39 $5.42 $5.44 $5.47 $5.50 $5.52 $5.55
61 66 $5.38 $5.41 $5.44 $5.47 $5.51 $5.54 $5.56 $5.59 $5.62 $5.65
62 67 $5.46 $5.50 $5.53 $5.56 $5.60 $5.63 $5.66 $5.69 $5.72 $5.75
63 68 $5.54 $5.58 $5.62 $5.65 $5.69 $5.73 $5.76 $5.80 $5.83 $5.86
64 69 $5.63 $5.67 $5.71 $5.75 $5.79 $5.83 $5.87 $5.90 $5.94 $5.98
65 70 $5.72 $5.76 $5.80 $5.85 $5.89 $5.93 $5.97 $6.01 $6.06 $6.10
66 71 $5.81 $5.86 $5.90 $5.95 $5.99 $6.04 $6.08 $6.13 $6.17 $6.22
67 72 $5.90 $5.95 $6.00 $6.05 $6.10 $6.15 $6.20 $6.25 $6.30 $6.35
68 73 $6.00 $6.05 $6.10 $6.16 $6.21 $6.26 $6.32 $6.37 $6.42 $6.48
69 74 $6.10 $6.15 $6.21 $6.26 $6.32 $6.38 $6.44 $6.48 $6.55 $6.61
70 75 $6.20 $6.26 $6.31 $6.38 $6.44 $6.50 $6.56 $6.62 $6.69 $6.75
71 76 $6.30 $6.36 $6.42 $6.49 $6.55 $6.62 $6.69 $6.75 $6.89 $6.89
72 77 $6.40 $6.47 $6.54 $6.60 $6.67 $6.74 $6.82 $6.89 $6.96 $7.04
73 78 $6.51 $6.58 $6.65 $6.72 $6.79 $6.87 $6.95 $7.03 $7.10 $7.18
74 79 $6.62 $6.69 $6.76 $6.84 $6.92 $7.00 $7.08 $7.17 $7.25 $7.34
75 80 $6.73 $6.80 $6.88 $6.96 $7.04 $7.13 $7.22 $7.31 $7.40 $7.49
</TABLE>

00754 7.02
(5/92)
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
OPTION 3-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- -------------------------------------------------------------------------------------------------------------------
Male 45 46 47 48 49 50 51 52 53 54 55
- -------------------------------------------------------------------------------------------------------------------
Female 50 51 52 53 54 55 56 57 58 59 60
- -------------------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.39 $4.41 $4.43 $4.45 $4.47 $4.49 $4.51 $4.53 $4.55 $4.56 $4.58
51 56 $4.42 $4.44 $4.47 $4.49 $4.51 $4.53 $4.55 $4.57 $4.59 $4.61 $4.63
52 57 $4.46 $4.48 $4.50 $4.52 $4.55 $4.57 $4.59 $4.61 $4.63 $4.65 $4.67
53 58 $4.49 $4.52 $4.54 $4.56 $4.59 $4.61 $4.63 $4.66 $4.68 $4.70 $4.72
54 59 $4.53 $4.55 $4.58 $4.60 $4.63 $4.65 $4.68 $4.70 $4.73 $4.75 $4.77
55 60 $4.56 $4.59 $4.61 $4.64 $4.67 $4.69 $4.72 $4.75 $4.77 $4.80 $4.83
56 61 $4.60 $4.62 $4.65 $4.68 $4.71 $4.74 $4.77 $4.79 $4.82 $4.85 $4.88
57 62 $4.63 $4.66 $4.69 $4.72 $4.75 $4.78 $4.81 $4.84 $4.87 $4.90 $4.93
58 63 $4.67 $4.70 $4.73 $4.76 $4.79 $4.83 $4.86 $4.89 $4.92 $4.96 $4.99
59 64 $4.71 $4.74 $4.77 $4.81 $4.84 $4.87 $4.91 $4.94 $4.98 $5.01 $5.04
60 65 $4.75 $4.78 $4.81 $4.85 $4.86 $4.92 $4.96 $4.99 $5.03 $5.07 $5.10
61 66 $4.79 $4.82 $4.86 $4.89 $4.93 $4.97 $5.01 $5.05 $5.08 $5.12 $5.16
62 67 $4.83 $4.86 $4.90 $4.94 $4.98 $5.02 $5.06 $5.10 $5.14 $5.18 $5.22
63 68 $4.87 $4.91 $4.94 $4.98 $5.02 $5.07 $5.11 $5.15 $5.19 $5.24 $5.28
64 69 $4.91 $4.95 $4.99 $5.03 $5.07 $5.12 $5.16 $5.20 $5.25 $5.30 $5.34
65 70 $4.95 $4.99 $5.03 $5.08 $5.12 $5.17 $5.21 $5.26 $5.31 $5.36 $5.41
66 71 $5.00 $5.04 $5.08 $5.13 $5.17 $5.22 $5.25 $5.32 $5.37 $5.42 $5.47
67 72 $5.04 $5.08 $5.13 $5.17 $5.22 $5.27 $5.32 $5.37 $5.43 $5.48 $5.54
68 73 $5.08 $5.13 $5.17 $5.22 $5.27 $5.32 $5.37 $5.43 $5.48 $5.54 $5.60
69 74 $5.13 $5.17 $5.22 $5.27 $5.32 $5.37 $5.43 $5.49 $5.54 $5.60 $5.67
70 75 $5.17 $5.22 $5.27 $5.32 $5.37 $5.43 $5.48 $5.54 $5.60 $5.67 $5.73
71 76 $5.22 $5.27 $5.32 $5.37 $5.42 $5.48 $5.54 $5.60 $5.66 $5.73 $5.80
72 77 $5.26 $5.31 $5.37 $5.42 $5.48 $5.53 $5.60 $5.66 $5.72 $5.79 $5.86
73 78 $5.31 $5.36 $5.41 $5.47 $5.53 $5.59 $5.65 $5.72 $5.78 $5.85 $5.93
74 79 $5.36 $5.41 $5.46 $5.52 $5.58 $5.64 $5.71 $5.77 $5.84 $5.92 $5.99
75 80 $5.40 $5.45 $5.51 $5.57 $5.63 $5.58 $5.76 $5.83 $5.90 $5.98 $6.06

<CAPTION>
- ----------------------------------------------------------------------------------------------------------
OPTION 3-MONTHLY INSTALLMENTS-JOINT AND TWO-THIRDS TO SECONDARY PAYEE
- ----------------------------------------------------------------------------------------------------------
Male 56 57 58 59 60 61 62 63 64 65
- ----------------------------------------------------------------------------------------------------------
Female 61 62 63 64 65 66 67 68 69 70
- ----------------------------------------------------------------------------------------------------------
<S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S> <S>
50 55 $4.60 $4.61 $4.63 $4.64 $4.66 $4.67 $4.68 $4.70 $4.71 $4.72
51 56 $4.64 $4.66 $4.68 $4.70 $4.71 $4.73 $4.74 $4.76 $4.77 $4.78
52 57 $4.69 $4.71 $4.73 $4.75 $4.77 $4.78 $4.80 $4.82 $4.83 $4.85
53 58 $4.74 $4.77 $4.79 $4.81 $4.83 $4.84 $4.86 $4.88 $4.90 $4.91
54 59 $4.80 $4.82 $4.84 $4.86 $4.89 $4.91 $4.93 $4.94 $4.96 $4.98
55 60 $4.85 $4.88 $4.90 $4.92 $4.95 $4.97 $4.99 $5.01 $5.03 $5.05
56 61 $4.91 $4.93 $4.96 $4.99 $5.01 $5.04 $5.06 $5.08 $5.10 $5.13
57 62 $4.96 $4.99 $5.02 $5.05 $5.08 $5.10 $5.13 $5.15 $5.18 $5.20
58 63 $5.02 $5.05 $5.08 $5.11 $5.14 $5.17 $5.20 $5.23 $5.26 $5.28
59 64 $5.08 $5.11 $5.15 $5.18 $5.21 $5.24 $5.28 $5.31 $5.34 $5.36
60 65 $5.14 $5.18 $5.21 $5.25 $5.28 $5.32 $5.35 $5.39 $5.42 $5.45
61 66 $5.20 $5.24 $5.28 $5.32 $5.36 $5.39 $5.43 $5.47 $5.50 $5.54
62 67 $5.26 $5.31 $5.35 $5.39 $5.43 $5.47 $5.51 $5.55 $5.59 $5.63
63 68 $5.33 $5.37 $5.42 $5.46 $5.51 $5.55 $5.60 $5.64 $5.68 $5.73
64 69 $5.39 $5.44 $5.49 $5.54 $5.59 $5.64 $5.68 $5.73 $5.78 $5.82
65 70 $5.46 $5.51 $5.56 $5.61 $5.67 $5.72 $5.77 $5.82 $5.87 $5.92
66 71 $5.52 $5.58 $5.64 $5.69 $5.75 $5.80 $5.86 $5.92 $5.97 $6.03
67 72 $5.59 $5.65 $5.71 $5.77 $5.83 $5.89 $5.95 $6.01 $6.07 $6.13
68 73 $5.66 $5.72 $5.78 $5.85 $5.91 $5.98 $6.04 $6.11 $6.17 $6.24
69 74 $5.73 $5.79 $5.86 $5.93 $5.99 $6.06 $6.13 $6.20 $6.27 $6.35
70 75 $5.80 $5.86 $5.93 $6.01 $6.08 $6.15 $6.23 $6.30 $6.38 $6.45
71 76 $5.87 $5.94 $6.01 $6.09 $6.16 $6.24 $6.32 $6.40 $6.48 $6.57
72 77 $5.93 $6.01 $6.09 $6.17 $6.25 $6.33 $6.41 $6.50 $6.59 $6.68
73 78 $6.00 $6.08 $6.16 $6.25 $6.33 $6.42 $6.51 $6.60 $6.69 $6.79
74 79 $6.07 $6.15 $6.24 $6.33 $6.42 $6.51 $6.60 $6.70 $6.80 $6.90
75 80 $6.14 $6.23 $6.31 $6.41 $6.50 $6.60 $6.70 $6.80 $6.91 $7.01
</TABLE>

00754 7.03
(5/92)

<PAGE>

ENDORSEMENT

ISSUED BY GENERAL AMERICAN LIFE INSURANCE COMPANY

This Endorsement forms a part of the Contract to which it is attached. The
effective date of this Endorsement is the Date of Issue shown on the Contract
Specifications page, unless another effective date is shown at the end of
this endorsement.

The Contract is amended in the following manner:

I. The second and third paragraphs of the Surrender Charge provision in
the Charges and Deductions section are deleted in their entirety and
replaced with the following:

"You may make partial withdrawals up to the level of the free amount
each Contract Year without incurring a surrender charge. The free
amount will equal the appropriate percentage of the Accumulated Value
on the date that the first partial withdrawal is made each Contract
Year. Beginning with the later of your first Contract Anniversary or
your 1997 Contract Anniversary, the free amount will equal 20% of the
Accumulated Value if no free amounts were withdrawn in the prior
Contract Year. If free amounts were withdrawn in the prior Contract
Year, the free amount will equal 10% of the Accumulated Value. The
free amounts withdrawn will not reduce the net purchase payments still
subject to a surrender charge. The free amount does not apply upon
full surrender.

After the free amount has been withdrawn, additional amounts will be
withdrawn from net purchase payments on a "first in first out"
(FlFO) basis and will be subject to the surrender charges noted at the
beginning of the Surrender Charge provision. Net purchase payments
which were received more than six years prior to the date of
withdrawal may be withdrawn without incurring a surrender charge.
After all net purchase payments have been withdrawn, further
withdrawals will be made from earnings without incurring a surrender
charge. If the Accumulated Value is less than the net purchase
payments subject to a surrender charge, the surrender charge will only
be applied to the Accumulated Value. The surrender charge is not
applied in the event of annuitization with us after three Contract
Years, or on death of the Annuitant if the Date of Issue is prior to
the Annuitant's 80th birthday."

II. The Amount of Death Benefit provision in the Death Benefit section is
deleted in its entirety and replaced with the following:

"The death benefit will be the appropriate option as described in
either (A) or (B) below. The death benefit is determined as of the
date due proof of death, Written Request for payment and all other
requirements have been received at our Annuity Service Office.

(A) If the Date of Issue is, prior to the Annuitant's 80th birthday,
the death benefit will be the amount described below, less any
applicable interest change adjustment and administrative charges:

(1) For contracts with a Date of Issue before January 1, 1996,
the death benefit during the Contract Year ending in 1997
will be the greater of (a) the sum of all net purchase
payments made, less any amounts deducted through partial
withdrawals; or (b) the Accumulated Value. Thereafter, the
death benefit will be the greater of (a) the death benefit
reset amount described below; or (b) the Accumulated Value.
The first death benefit reset will occur on the last day of
the Contract Year ending in 1997.

(2) For Contracts with a Date of Issue on or after January 1,
1996, the death benefit during the first Contract Year is
the greater of (a) the sum of all net purchase payments
made, less any amounts deducted through partial withdrawals;
or (b) the Accumulated Value. Thereafter, the death benefit
will be the greater of (a) the death benefit reset amount
described below; or (b) the Accumulated Value. The first
death benefit reset will occur on the last day of the first
Contract Year.

1E18

<PAGE>

During any subsequent Contract Year, the death benefit reset
amount will be the greater of (a) the Accumulated Value on the
last day of the Contract Year; or (b) the prior death benefit
reset amount plus any net purchase payments and less any amounts
deducted through partial withdrawals since then. Each death
benefit reset will occur on the last day of each Contract Year
prior to the Annuitant's 80th birthday. However, if the Date of
Issue is prior to the Annuitant's 75th birthday, the death
benefit reset will continue to occur every six Contract Years,
measured from the Date of Issue.

(B) If the Date of Issue is on or after the Annuitant's 80th
birthday, the death benefit will be the Accumulated Value, less
any applicable interest change adjustment, surrender charge or
administrative charges.

III. The first two sentences of the fourth paragraph of the Cash
Withdrawals provision are deleted and replaced with the following:
"In requesting a partial withdrawal, you must specify the Division(s)
and the Guaranteed Period, if any, from which the partial withdrawal
is to be taken. If you do not specify, the total amount including any
applicable surrender charge will be deducted from all Divisions in the
ratio that the value of each Division bears to the Accumulated Value
("pro-rata").

------------------------------
EFFECTIVE DATE

V-P., GENERAL COUNSEL CHAIRMAN, PRESIDENT
AND SECRETARY AND CEO

1E18

<PAGE>

Exhibit 6(b)

AMENDED AND RESTATED CHARTER and ARTICLES OF INCORPORATION of
GENERAL AMERICAN LIFE INSURANCE COMPANY

ARTICLE I

The name of the Company shall continue to be General American
Life Insurance Company.

ARTICLE II

The principal office of the Company shall continue to be
located at 700 Market Street in the City of St. Louis, in the State
of Missouri.

ARTICLE III

The Company is incorporated for the purpose of making
insurance upon the lives of individuals and every assurance
pertaining thereto or connected therewith, to grant, purchase and
dispose of annuities and endowments of every kind and description
whatsoever, to provide an indemnity against death and for weekly
or other periodic indemnity for disability occasioned by accident
or sickness to the person of the assured and to have all the
further rights, powers and privileges granted or permitted life
insurance companies organized under the provisions of Chapter 376
R.S.Mo., and all Acts amendatory thereof or additional thereto.

ARTICLE IV

The Company was originally organized as a domestic stock and
mutual life insurance Company in 1933 and, in a process initiated
in 1936, converted to a mutual Company with no capital stock.
Pursuant to a Plan of Reorganization (the "Plan") adopted by the
Company as of 26 September 1996, and in accordance with Senate Bill
No. 759 as enacted by the 1996 Session of the 88th General Assembly
of the State of Missouri (Section 376.1300 et seq. R.S.Mo.)(the
"MHC Statute"), the Company converted to a stock form life
insurance Company, without members, and each member of the Company
immediately prior to the consummation of the reorganization
described in the Plan became, automatically by operation of law, a
member of General American Mutual Holding Company in accordance
with the provisions of the Articles of Incorporation and By-laws of
General American Mutual Holding Company and the MHC Statute.

The aggregate number of shares of stock that the Company shall
be authorized to issue shall be thirty thousand (30,000) shares of
common stock, with par value of one dollar ($1.00) per share.

C-23
<PAGE>

No holder of stock of the Company shall be entitled as a
matter of right to subscribe for or purchase any part of any new
or additional issue of stock, or securities convertible into stock,
of any class whatsoever, whether now or hereafter authorized, and
all such additional shares of stock or other securities convertible
into stock may be issued and disposed of by the Board of Directors
to such person or persons and on such terms and for such
consideration (so far as may be permitted by law) as the Board of
Directors, in its absolute discretion, may deem advisable.

The Company shall be a continuation of the original
corporation of the same name whose first Certificate of Authority
to transact a life insurance business was granted by the
Superintendent of the Insurance Department on the 5th day of
September, 1933.

ARTICLE V

The corporate powers of the Company shall be vested in a Board
of Directors and shall be exercised by the Board and by such
officers, agents, employees and committees, including an Advisory
Committee, as the Board may, in its discretion, from time to time
appoint and empower. The Board shall have the power from time to
time to make, amend or repeal such By-laws, rules and regulations
for the transaction of the business of the Company as the Board may
deem expedient and as are not inconsistent with this Amended and
Restated Charter and Articles of Incorporation or the constitution
or other laws of the State of Missouri. The Company shall have
perpetual succession for a term of nine hundred ninety-nine (999)
years.

ARTICLE VI

The Board of Directors shall consist of not less than nine (9)
and not more than fifteen (15) persons elected as hereinafter
provided. At least one Director shall be a citizen and resident
of the state of Missouri, and a majority of the Directors shall be
policyholders of the Company. Meetings of the Board of Directors
shall be held at such time and place and upon such notice as shall
be prescribed by the By-laws of the Company. Vacancies in the
Board of Directors may be filled by the shareholders at any regular
meeting or at any special meeting called for that purpose, or by
vote of a majority of Directors present at any regular or special
meeting. Vacancies occasioned by death, resignation or
disqualification when filled shall be

C-24
<PAGE>

filled for the unexpired term for which such Director was elected.
Any Director elected by the Board to fill a vacancy shall have the
same qualifications required of the Director whose place he or she
takes. A majority of the members of the Board of Directors, or
such greater number thereof as may from time to time be provided
for in the By-laws of the Company, shall constitute a quorum for
the transaction of business, but a smaller number may meet and
adjourn from time to time until a quorum is present.

ARTICLE VII

The incumbent members of the Board of Directors shall continue
to be Directors of the Company until their respective terms have
expired or until their successors are duly elected and qualified.
New Directors will be elected by class so as to equalize as nearly
as possible the number in each class of Directors. There shall
continue to be three classes of Directors, each class serving for
a three year term expiring one year after expiration of the term of
the immediately preceding class (effective at the annual meeting of
the Company for the year in which the term expires), so that the
term of one class will expire each year. Each Director shall serve
during the term for which he or she was elected or until a
successor is duly elected and qualified and nothing in this Amended
and Restated Charter and Articles of Incorporation shall be
interpreted to prevent a Director whose term is expiring from being
eligible for re-election.

ARTICLE VIII

The annual meeting of the Company shall be held at the office
of the Company in the City of St. Louis, State of Missouri, on the
fourth Thursday in April in each year or at such other place as may
be selected by the Board of Directors and shall be held at such
time as shall be selected by the Board of Directors or as provided
in the By-laws of the Company. Special meetings of the Company
shall be called at any time by the vote of a majority of the entire
number of the members of the Board of Directors, or upon the
written request of five percent of those shareholders of the
Company eligible to vote at such meeting, which request shall
specify the matters proposed to be acted upon. Notice of any
annual or special meeting shall be given in the manner provided in
the By-laws.

Each outstanding share of stock shall be entitled to one vote
upon each matter submitted to a vote at any annual or special
meeting of the Company. On all propositions which shall

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be submitted for decision at any annual or special meeting of the
Company, such matter shall be decided by the vote of the majority
of the shares voting at such meeting.

ARTICLE IX

The policyholders of the Company shall benefit in the earnings
and profits of the Company in such manner as shall be determined
from time to time by the Board of Directors under the laws of the
State of Missouri, and particularly Section 376.360 R.S.Mo. and all
Acts amendatory thereof. Any allocation of earnings and profits as
made by the Board of Directors pursuant to the provisions of this
Article shall be binding and conclusive upon every person who is
entitled to share in its profits or earnings.

ARTICLE X

This Amended and Restated Charter and Articles of
Incorporation may be amended at any annual or special meeting of
the Company by the majority vote of the shareholders voting at such
meeting; provided that if it is proposed to amend the same at any
special meeting a copy of the proposed amendment and a copy of the
notice of the meeting of the shareholders of the Company called for
that purpose shall be mailed at least ten (10) days before such
meeting to each shareholder as the shareholder's address appears
upon the books of the Company.

If it be proposed to amend Articles IV, V, IX and X of this
Amended and Restated Charter and Articles of Incorporation at any
meeting, annual or otherwise, then the notice and a copy of the
proposed amendment, provided in the preceding paragraph, shall be
mailed at least thirty (30) days before such meeting and a true and
correct list of the shareholders of the Company, together with the
address of each as shown on the books and records of the Company,
shall be filed with the Director of the Department of Insurance of
the State of Missouri at least twenty (20) days before such
meeting.

ARTICLE XI

Whenever in this Amended and Restated Charter and Articles of
Incorporation notice is required or permitted to be given by mail,
the affidavit of the person who mailed such notice, filed with the
Secretary of the Company, shall constitute conclusive evidence that
such notice has been given and mailed.

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ARTICLE XII: INDEMNIFICATION

The Company shall indemnify each of its directors, officers,
employees, and agents to the full extent specified by
Section 351.355 R.S.Mo., as amended from time to time (the
"Indemnification Statute"), and, in addition, shall indemnify each
of them against all expenses (including, without limitation,
attorneys' fees, judgments, fines, taxes, and amounts paid in
settlement) actually and reasonably incurred by him or her in
connection with any claim (including, without limitation, any
threatened, pending, or completed action, suit, or proceeding
whether civil, criminal, administrative, or investigative and
whether or not by or in the right of any corporation) by reason of
the fact that he or she is or was serving the Company or at the
request of the Company in any of the capacities referred to in the
Indemnification Statute or arising out of his or her status in any
such capacity, provided that the Company shall not indemnify any
person from or on account of such person's conduct which was
finally adjudged to have been knowingly fraudulent, deliberately
dishonest or willful misconduct.

The Company is authorized to give or supplement any of the
aforesaid indemnifications by By-law, agreement, or otherwise and
support them by insurance to the extent it deems appropriate.
Amounts to be paid under this Article XII shall be disbursed at
such times and upon such procedures as the Company shall determine.
All such indemnification shall continue as to any person who has
ceased to serve in any of the aforesaid capacities and shall inure
to the benefit of the heirs, devisees, and personal representatives
of such person. Indemnification given under this Article XII shall
survive elimination or modification of this Article XII with
respect to any such expenses incurred in connection with claims
arising out of acts or omissions occurring prior to such
elimination or modification and persons to whom such
indemnification is given shall be entitled to rely on such
indemnification as a contract with the Company.

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