GENERAL AMERICAN SEPARATE ACCOUNT TWENTY-EIGHT
497, 1999-07-27
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                                   PROSPECTUS

                     GENERAL AMERICAN LIFE INSURANCE COMPANY

          GENERAL AMERICAN SEPARATE ACCOUNTS TWENTY-EIGHT & TWENTY-NINE
                                   PROSPECTUS
                                     FOR THE
                      INDIVIDUAL VARIABLE ANNUITY CONTRACTS

This prospectus  describes  individual  variable  annuity  contracts  offered by
General  American  Life  Insurance  Company  (we, us, our).  The  Contracts  are
deferred  variable  annuities.  These  Contracts  provide  for  accumulation  of
Contract  values  and  annuity  payments  on a fixed and  variable  basis,  or a
combination fixed and variable basis.  The Contracts are no longer offered for
sale.  Existing Contract owners may continue to make additional purchase
payments to their Contracts.

The Contracts have a number of current  investment  choices (1 Fixed Account and
14  Investment  Funds).  The Fixed  Account  is part of our  general  assets and
provides an  investment  rate  guaranteed by us. The fourteen  Investment  Funds
available  are  portfolios  of the GT Global  Variable  Investment  Trust and GT
Global Variable Investment Series which are listed below. You can put your money
in any of  these  Investment  Funds  which  are  offered  through  our  separate
accounts,  General American  Separate Account  Twenty-Eight and General American
Separate  Account  Twenty-Nine.  On June 15, 1999, the Boards of Trustees of the
Investment Funds approved an Agreement and Plan of  Reorganization  (Plan) under
which each Investment Fund would transfer  substantially  all of its assets to a
corresponding  series of AIM Variable  Insurance Funds,  Inc. The Plan, which is
subject  to  shareholder   approval,   is  described  in  greater  detail  under
"Investment Options."

<TABLE>
<CAPTION>
<S>                                                                 <C>
GT GLOBAL INVESTMENT TRUST                                          GT GLOBAL INVESTMENT SERIES
Managed by:  AIM Advisors, Inc.                                     Managed by: AIM Advisors, Inc.
         GT Global: Variable Latin America Fund                       GT Global: Variable New Pacific Fund
         GT Global: Variable Infrastructure Fund                      GT Global: Variable Europe Fund
         GT Global: Variable Natural Resources Fund                   GT Global: Variable America Fund
         GT Global: Variable Telecommunications Fund                  GT Global: Variable International Fund
         GT Global: Variable Emerging Markets Fund                    GT Global: Money Market Fund
         GT Global: Variable Growth & Income Fund
         GT Global: Variable Global Government Income Fund
         GT Global: Variable Strategic Income Fund
         GT Global: Variable U.S. Government Income Fund

</TABLE>

Please  read this  Prospectus  before  investing.  You should keep it for future
reference. It contains important information.  To learn more about the Contract,
you can obtain a copy of the  Statement of Additional  Information  (SAI) (dated
May 3, 1999). The SAI has been filed with the Securities and Exchange Commission
(SEC) and is legally a part of the  Prospectus.  If you wish to  receive,  at no
charge,  the SAI,  call us at (800)  237-6580  (toll  free) or write us at:  700
Market   Street,   St.   Louis,   Missouri   63101.   The  SEC  has  a   website
(http://www.sec.gov)  that contains the SAI, material incorporated by reference,
and other information regarding companies that file electronically.



The Contracts:

          *    are not bank deposits
          *    are not federally insured
          *    are not endorsed by any bank or government agency
          *    are  not  guaranteed  and  may be  subject  to  possible  loss of
               principal

The SEC has not approved these  Contracts or determined  that this prospectus is
accurate or complete. Any representation that it has is a criminal offense.

                                                       May 3, 1999, as amended
                                                       July 1, 1999


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                   <C>
                                                        Page

INDEX OF SPECIAL TERMS................................... 4

SUMMARY OF CONTRACT FEES AND EXPENSES.................... 5
HIGHLIGHTS............................................... 7
THE COMPANY.............................................. 8
THE ANNUITY CONTRACTS.................................... 8
PURCHASE................................................. 9
         Purchase Payments............................... 9
         Allocation of Purchase Payments................. 9
         Account Continuation............................ 9

INVESTMENT OPTIONS.......................................10
         GT Global Variable Investment Funds.............10
         Fixed Account...................................11
         Transfer Privilege..............................11
         Dollar Cost Averaging...........................11
         Personal Portfolio Rebalancing..................11
         Interest Sweep Option...........................12
         Additions, Deletions or Substitutions of
            Investments..................................12

CHARGES AND DEDUCTIONS...................................12
         Administrative Charges..........................12
         Special Handling Fees...........................13
         Surrender Charge (Contingent Deferred Sales
            Charge)......................................13
         Interest Change Adjustment......................13
         Charge-Free Amounts.............................13
         Reduction of Surrender Charge for Contracts
            Issued Under Group or Sponsored Arrangements.13
         Mortality and Expense Risk Charge...............14
         Transfer Fees...................................14
         Fees and Expenses of the Funds..................14
         Premium Tax.....................................14
         Other Taxes.....................................14

VARIABLE ACCOUNT.........................................14
         Accumulation Units..............................14
         Value of Accumulation Units.....................15
         Net Investment Factor...........................15

ACCESS TO YOUR MONEY.....................................15
         Surrenders and Partial Withdrawals..............15
         Systematic Withdrawal Plan......................16

DEATH BENEFIT............................................16
         Death of a Contract Owner who is the Annuitant..16
         Death of a Contract Owner who is not the
            Annuitant....................................16
         Death of the Annuitant who is not a Contract
            Owner........................................16
         Other Provisions................................17
         Amount of Death Benefit.........................17
         Contracts Issued Under Section 401/457 of the
            Code.........................................17

ANNUITY PROVISIONS.......................................18
         Annuity Date....................................18
         Annuity Options.................................18
         Value of Variable Annuity Payments..............19

FEDERAL TAX MATTERS......................................19
         Annuity Contracts in General....................19
         Qualified and Non-Qualified Contracts...........19
         Withdrawals - Non-Qualified Contracts...........19
         Withdrawals - Qualified Contracts...............20
         Withdrawals - Tax-Sheltered Annuities...........20
         Diversification.................................20
         Section 403(b) Plans............................20
         Corporate Pension and Profit-Sharing Plans and
             H.R. 10 Plans...............................21
         Deferred Compensation Plans.....................21

YIELDS AND TOTAL RETURNS.................................21

OTHER INFORMATION........................................21
         The Separate Accounts...........................21
         Principal Underwriter...........................22
         Voting Rights...................................22
         Written Notice or Written Request...............22
         Assignments and Changes of Ownership............22
         Ownership.......................................22
         The Beneficiary.................................22
         Deferment of Payment............................23
         Year 2000.......................................23
         Financial Statements............................23
         Statement of Additional Information.............24
APPENDIX A...............................................25
         Example of Surrender Charge Calculations........25
         Explanation of Columns in Table.................25
         Full Surrender..................................25
         Partial Withdrawal..............................25
         Full Surrender Following Partial Withdrawal.....25

HISTORICAL CHARTS OF UNITS AND UNIT VALUES...............26
         Chart 1 - Separate Account Twenty-Eight.........26
         Chart 2 - Separate Account Twenty-Nine..........26
</TABLE>



                             INDEX OF SPECIAL TERMS

We have tried to make this prospectus as readable and  understandable for you as
possible. By the very nature of the Contract,  however,  certain technical words
or terms are  unavoidable.  We have  identified  the  following as some of these
words or terms.  They are  identified in the text in italic and the page that is
indicated  here is where we believe you will find the best  explanation  for the
word or term.



                                                              Page



Accumulation Phase............................................  7
Accumulation Unit............................................. 14
Annuitant..................................................... 16
Annuity Date.................................................. 17
Annuity Options.............................................. 17
Annuity Payments.............................................  8
Annuity Unit................................................. 14
Beneficiary.................................................. 22
Business Day.................................................  9
Fixed Account................................................ 10
Guarantee Period ............................................ 10
Income Phase.................................................  7
Funds........................................................  9
Joint Owner.................................................. 22
Non-Qualified................................................ 19
Owner........................................................ 22
Purchase Payment.............................................  8
Qualified.................................................... 19
Tax Deferral.................................................  8



SUMMARY OF CONTRACT FEES AND EXPENSES

Contract Owner Transaction Expenses

Surrender Charge  (contingent deferred sales charge):

After a purchase  payment has been held by us for six  complete  years it may be
withdrawn  free of any surrender  charge.  For purchase  payments held by us for
less than six complete years,  surrender charges are as follows  (expressed as a
percentage of net purchase payments withdrawn):

         Years Since Receipt of                      Surrender Charge
         Purchase Payment                               Percentage
         ----------------                               ----------
                  0                                         6%
                  1                                         5%
                  2                                         4%
                  3                                         3%
                  4                                         2%
                  5                                         1%
                  6                                         0%

Each contract year you can withdraw up to ten percent of the  accumulated  value
of your Contract without having a surrender charge imposed. Up to twenty percent
of your  accumulated  value may be  withdrawn  without a surrender  charge if no
withdrawals were made in the prior contract year.

Transfer Fee:

There is no charge for the first 12 transfers  during a contract  year. For each
transfer  after 12, we reserve  the right to charge a fee of $25.00 or 2% of the
amount  transferred,  whichever is less.  Transfers  made pursuant to the dollar
cost averaging,  personal  portfolio  rebalancing or interest sweep programs are
not included in  determining  the number of  transfers  that occur in a contract
year.

Annual Contract Fee:

If the accumulated value of your Contract is less than $20,000,  we charge a fee
of $30.00 or 2% of  accumulated  value,  whichever is less. If your  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:

Mortality and expense risk charge                    1.25%
Administrative expense charge                         .15%
                                                      ---
Total Separate Account annual expenses               1.40%




<TABLE>
<CAPTION>
Investment Fund Expenses:
(expressed as a percentage of average daily net assets)

                                         Investment Management      Other Expenses          Total Expenses
GT GLOBAL FUNDS                                   and               After Reimbursement        After
                                          Administration Fees                               Reimbursement*
                                          -------------------       --------------------    --------------
<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%                      0.23%                 0.98%
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 Telecommunications 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 Government Income Fund      0.75%                      0.25%                 1.00%
Variable U.S. Government Income Fund        0.75%                      0.25%                 1.00%
Money Market Fund**                         0.50%                      0.25%                 0.75%
<FN>

*    Figures in the "Other  Expenses After  Reimbursement"  and "Total  Expenses
     After Reimbursement" columns reflect an expense reimbursement  arrangement.
     If there had been no  reimbursement  of expenses and no expense  reductions
     during 1998, the actual  expenses of each Investment  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%,  0.76%,  1.76%;
     Variable Europe Fund,  1.00%,  0.27%,  1.27%;  Variable Latin America Fund,
     1.00%,  0.52%,  1.52%;  Variable  International  Fund, 1.00%, 1.33%, 2.33%;
     Variable   Infrastructure  Fund,  1.00%,  0.68%,  1.68%;  Variable  Natural
     Resources Fund, 1.00%, 0.49%, 1.49%; Variable Emerging Markets Fund, 1.00%,
     1.12%, 2.12%;  Variable Global Government Income Fund, 0.75%, 0.68%, 1.43%;
     Variable  Strategic  Income  Fund,  0.75%,  0.44%,  1.19%;   Variable  U.S.
     Government Income Fund, 0.75%, 0.57%, 1.32%.

**   No  reimbursements  were paid to the Variable  America  Fund,  the Variable
     Growth & Income Fund,  the Variable  Telecommunications  Fund and the Money
     Market Fund as the total operating expenses were below the voluntary limit.
</FN>
</TABLE>

Examples

You would pay the following expenses on a $1,000 investment, assuming a 5%
annual return on assets:

    (a) if you surrendered your contract after the end of the specified time
period;
    (b) if you do not surrender your contract after the end of the specified
time period;
    (c) if you annuitize after the end of the specified time period.
<TABLE>
<CAPTION>
                                                     Time       Periods
                                         1 year      3 years    5 years     10 years
                                         ------      -------    -------     --------
<S>                                      <C>         <C>        <C>         <C>
GT GLOBAL FUNDS

Variable New Pacific Fund                (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Europe Fund                     (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Latin America Fund              (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable America Fund                    (a)$85      (a)$116    (a)$150     (a)$278
                                         (b)$25      (b)$ 76    (b)$130     (b)$278
                                         (c)$85      (c)$116    (c)$130     (c)$278

Variable International Fund              (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Infrastructure Fund             (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Natural Resources Fund          (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Emerging Markets Fund           (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Telecommunications Fund         (a)$87      (a)$122    (a)$160     (a)$296
                                         (b)$27      (b)$ 82    (b)$140     (b)$296
                                         (c)$87      (c)$122    (c)$140     (c)$296

Variable Growth & Income Fund            (a)$88      (a)$124    (a)$164     (a)$304
                                         (b)$28      (b)$ 84    (b)$144     (b)$304
                                         (c)$88      (c)$124    (c)$144     (c)$304

Variable Strategic Income Fund           (a)$85      (a)$117    (a)$151     (a)$279
                                         (b)$25      (b)$ 77    (b)$131     (b)$279
                                         (c)$85      (c)$117    (c)$131     (c)$279

Variable Global Government Income Fund   (a)$85      (a)$117    (a)$151     (a)$279
                                         (b)$25      (b)$ 77    (b)$131     (b)$279
                                         (c)$85      (c)$117    (c)$131     (c)$279

Variable U.S. Government Income Fund     (a)$85      (a)$117    (a)$151     (a)$279
                                         (b)$25      (b)$ 77    (b)$131     (b)$279
                                         (c)$85      (c)$117    (c)$131     (c)$279

Money Market Fund                        (a)$83      (a)$109    (a)$139     (a)$255
                                         (b)$23      (b)$ 69    (b)$119     (b)$255
                                         (c)$83      (c)$109    (c)$119     (c)$255

</TABLE>
Notes to Table of Fees and Expenses and Examples

1.   For the purposes of calculating the values in the above  examples,  we have
     translated the  administration  fees into an annual asset charge of 0.070%,
     based on the total annual administrative  charges collected in 1998 divided
     by the  average  total  assets  held  under the  Contracts  offered by this
     Prospectus.

2.   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.

3.   Note that the expense amounts in the examples are aggregate amounts for the
     Investment Funds for the number of years indicated.

4.   For a more complete description of the Investment Funds' fees and expenses,
     see the Investment Funds' Prospectuses.

5.   For all GT Global  Variable  Investment  Funds,  the  expenses  shown under
     "Other   Expenses   After   Reimbursement"   and  "Total   Expenses   After
     Reimbursement"  reflect  reimbursement  by AIM  Advisors,  Inc.  ("AIM") of
     certain expenses incurred by each Investment Fund.

6.   From time to time, AIM in its sole discretion may waive receipt of its fees
     and voluntarily assume certain Investment Fund expenses.  AIM currently has
     undertaken  to assume the  expenses  (other  than  taxes,  brokerage  fees,
     interest, and extraordinary  expenses) incurred by each Investment Fund, to
     the  extent   such   expenses   exceed  the   Investment   Management   and
     Administration fees, as set forth above, by more than 0.25%.

7.   The examples above are not a representation of past or future expenses, and
     the  Investment  Funds'  actual  expenses may be higher or lower than those
     shown.

8.   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.

                                   HIGHLIGHTS

The variable  annuity  contract that we are offering is a contract  between you,
the owner,  and us, the  insurance  company.  The Contract  provides a means for
investing on a tax-deferred basis in our Fixed Account and the Investment Funds.
The Contract is intended for retirement  savings or other  long-term  investment
purposes  and provides for a death  benefit as well as other  insurance  related
benefits.  If you choose to have your money invested in the Investment Funds you
will bear the entire investment risk.

The  Contract,  like  all  deferred  annuity  contracts,  has  two  phases:  the
accumulation phase and the income phase. During the accumulation phase, earnings
accumulate on a tax-deferred  basis. You can make withdrawals during this phase.
However,  the earnings you take out will be taxed as income, and we may assess a
surrender  charge of up to 6% of the amount  you  withdraw.  The income  phase
occurs when you begin receiving regular payments from your Contract.

You can choose to receive annuity  payments on a variable basis,  fixed basis or
combination of both. If you choose variable payments, the amount of the variable
annuity  payments will depend upon the investment  performance of the Investment
Funds you select for the income phase. If you choose fixed payments,  the amount
of the fixed annuity payments are level for the payout period.

Free Look.  If you cancel your  Contract  within 10 days after  receiving it (or
whatever period is required in your state),  we will give you back your purchase
payments.  In some  states  we are  required  to give you back the value of your
contract that is invested in the Investment Funds plus any purchase payments you
allocated to the Fixed Account.

Tax Penalty.  The  earnings in your  Contract are not taxed until you take money
out of your  Contract.  If you take  money out during  the  accumulation  phase,
earnings come out first and are taxed as income.  If you are younger than 59 1/2
when you take money out,  you may be charged a 10%  federal tax penalty on these
earnings.  Payments  during the income phase are  considered  partly a return of
your original investment.

Inquiries. If you need more information or require assistance after you purchase
a Contract, please contact us at:

         General American's Variable Annuity Administration Department
         P.0. Box 14490
         St. Louis, Missouri 63101
         (800) 237-6580.

All inquiries  should  include the Contract  number and the name of the contract
owner and/or the annuitant.

                                   THE COMPANY

General  American  Life  Insurance  Company  ("General  American")  is  a  stock
insurance company wholly-owned by GenAmerica Corporation. GenAmerica Corporation
is wholly-owned by General American Mutual Holding Company  ("GAMHC"),  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 U.S., 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.

GAMHC has  announced  that it is  developing a plan under which it would convert
from a mutual company to a  publicly-held  stock company.  Conversion to a stock
company, or  "demutualization",  would be subject to policyholder and regulatory
approval,   as  well  as  the   satisfaction   of  certain   other   conditions.
Demutualization would not affect General American's contractual obligations. If,
and when,  GAMHC adopts a conversion  plan,  information  about the plan will be
made  available  to   policy-holders  in  accordance  with  applicable  law  and
regulations.

                              THE ANNUITY CONTRACTS

This Prospectus describes the variable annuity contracts that we are offering.

An annuity is a Contract between you, the owner, and us, the insurance  company,
where  we  promise  to pay  you an  income,  in the  form of  annuity  payments,
beginning  on a  designated  date in the  future.  Until  you  decide  to  begin
receiving annuity payments, your Contract is in the accumulation phase. Once you
begin receiving annuity payments, your Contract enters the income phase.

The Contract  benefits  from tax deferral.  Tax deferral  means that you are not
taxed on earnings or  appreciation on the assets in your Contract until you take
money out of your Contract.

The  Contract  is called a variable  annuity  because  you can choose  among the
Investment  Funds,  and depending upon market  conditions,  you can make or lose
money in any of these  Investment  Funds.  If you  select the  variable  annuity
portion of the Contract,  the amount of money you are able to accumulate in your
Contract during the accumulation  phase depends upon the investment  performance
of the Investment Fund(s) you select. If you select the fixed annuity portion of
the  Contract,  the value will depend  upon the  interest we credit to the Fixed
Account.

The Contract is available to individuals  seeking annuity contracts  entitled to
favorable tax treatment under the Internal  Revenue Code ("Code") as traditional
Individual  Retirement  Annuity (IRA) plans and qualified  plans under  Sections
401, 403 and 457. The Contract is also available to individuals  not entitled to
any  special  tax  benefits  under the Code.  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.

PURCHASE

You can purchase this Contract by  completing  an  application  and providing us
with an initial purchase  payment.  We will not issue a Contract after the first
day of the first month following the annuitant's 90th birthday.

Purchase Payments

The minimum initial purchase payment permitted is $2,000. Each purchase payment
made thereafter must be for at least $100. The amount of purchase  payments made
in the first  Contract year may be limited to the greater of double your initial
purchase  payment or $25,000.  Afterwards,  the purchase  payments  allowed each
Contract  year  cannot  exceed  the  annual  equivalent  of twice the  amount of
purchase  payments made in the first Contract  year. Any purchase  payments over
this amount,  or any purchase payments that would cause the accumulated value of
your Contract to exceed $1,000,000, will be accepted after our prior approval.

You can make purchase payments at any time prior to:

     *    the annuity date;
     *    full surrender of the Contract; or
     *    your death or the death of the annuitant.

Instead of making the minimum initial purchase payment of $2,000,  you may elect
to deposit your initial purchase  payment in monthly  installments by means of a
pre-authorized check ("PAC") procedure.  Under a PAC procedure,  amounts will be
deducted each month from your checking account and applied as a purchase payment
under  your  Contract.  The PAC  procedure  can also be used to make  additional
purchase  payment  deposits.  The minimum monthly PAC deduction must be at least
$100 and you can cancel at any time by  contacting  us at least 5 business  days
prior to the next scheduled withdrawal.

Allocation of Purchase Payments

You specify how you want your purchase payments allocated. You may allocate each
purchase  payment  to one or more  of the  Investment  Funds  and/or  the  Fixed
Account.  However, the requested allocations must be in whole number percentages
and total 100%. The minimum initial allocation to any Investment Fund and/or the
Fixed Account must be at least $500. You can change the allocation  instructions
for future  purchase  payments.  If any of the investment  options are no longer
offered by us when you make an  allocation,  we will  contact  you to secure new
allocations.

If the  application  is in good order,  your  initial  purchase  payment will be
credited within two business days after we receive your application. However, if
your application is not in good order (missing information, etc.), we may retain
the initial  purchase  payment for up to five business days while  attempting to
complete the application. If the application cannot be made in good order within
five business days, the initial purchase payment will be returned immediately to
you unless you consent in writing to us retaining the initial  purchase  payment
until  the  application  is in good  order.  Subsequent  purchase  payments  are
credited within one business day.

Our business days are each day when both we and the New York Stock  Exchange are
open for  business.  Our  business  day ends when the New York  Stock  Exchange
closes, usually 4:00 PM Eastern Time.

Account Continuation

Your  Contract  will  stay in force  until  the  earlier  of the  annuity  date,
surrender of the Contract, or your death or the death of the annuitant. However,
we may cancel your  Contract at the end of any two  consecutive  Contract  years
when no purchase payments have been made if:

     (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,  we will pay you the  accumulated  value  computed as of the
valuation period when the cancellation  occurs less any administrative  charges.
Cancellation of your Contract could have adverse tax consequences.

                               INVESTMENT OPTIONS

The Contract gives you the choice of allocating  purchase  payments to our Fixed
Account,  or to one or more of the  Investment  Funds listed  below.  Additional
Investment Funds may be available in the future.

As indicated on the cover page of this Prospectus,  each Investment Fund intends
to transfer  substantially  all of its assets to a  corresponding  series of AIM
Variable Insurance Funds, Inc. subject to shareholder  approval. If shareholders
approve this Reorganization Plan and certain conditions required by the Plan are
satisfied,  the  transaction is expected to become  effective in October,  1999.
Further details  concerning the  reorganization  are contained in the Investment
Funds' Prospectus, as supplemented.

Each of these Investment  Funds has a separate  prospectus that is provided with
this  Prospectus.  You should read the  Investment  Fund  Prospectus  before you
decide to allocate your assets to the Investment Fund.

GT Global Variable Investment Funds

Each  of the GT  Global  Variable  Investment  Funds  is a  separate  investment
portfolio of either GT Global Variable Investment Series ("Series") or GT Global
Variable  Investment  Trust  ("Trust").  AIM  Advisors,  Inc. is the  investment
manager and  administrator  of each  Investment  Fund. Each Fund pays Investment
Management and  Administration  Fees to AIM Advisors,  Inc.  INVESCO (NY), Inc.,
(formerly,  Chancellor LGT Asset Management, Inc.) is the investment sub-advisor
and  sub-administrator  for the GT Global  Variable New Pacific  Fund, GT Global
Variable America Fund, GT Global Money Market Fund, GT Global Variable Strategic
Income Fund, and GT Global Variable U.S.  Government Income Fund.  INVESCO Asset
Management Ltd. is the investment  sub-adviser and  sub-administrator for the GT
Global Variable Europe Fund, GT Global  Variable  International  Fund, GT Global
Variable Latin America Fund, GT Global  Variable Growth & Income Fund, GT Global
Variable Global  Government Income Fund, and GT Global Variable Emerging Markets
Fund.

         GT Global: Variable New Pacific Fund
         GT Global: Variable Europe Fund
         GT Global: Variable America Fund
         GT Global: Variable International Fund
         GT Global: Money Market Fund
         GT Global: Variable Latin America Fund
         GT Global: Variable Infrastructure Fund
         GT Global: Variable Natural Resources Fund
         GT Global: Variable Telecommunications Fund
         GT Global: Variable Emerging Markets Fund
         GT Global: Variable Growth & Income Fund
         GT Global: Variable Global Government Income Fund
         GT Global: Variable Strategic Income Fund
         GT Global: Variable U.S. Government Income Fund

Variable New Pacific Fund, Variable Europe Fund, Variable America Fund, Variable
International  Fund and Money  Market  Fund are part of the GT  Global  Variable
Investment 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 GT Global Variable Investment Trust.

There is no  assurance  that  any of the  investment  funds  will  attain  their
respective stated objectives, or that attainment can be sustained.

Fixed Account

Under the Fixed Account  option,  you choose among various time periods to which
you allocate purchase payments or transfers.  These time periods are established
by us and are referred to as Guarantee Periods.  Each Guarantee Period will have
a duration of at least one year.  The Guarantee  Period  selected will determine
the  interest  rate we  credit  to your  Contract.  You may  select  one or more
Guarantee Period(s) from among those we make available.

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 interest rates will not be
below 3% per year compounded annually.

Transfer Privilege

At any time during the accumulation  period you may transfer all or part of your
accumulated  value to any of the Investment Funds and/or the Fixed Account,
subject to the following conditions:

     (1)  transfers  from the Fixed  Account  are not  allowed  during the first
          twelve months of the Guarantee Period you choose;

     (2)  transfers must be made by written request or by telephone, provided we
          have a telephone authorization in good order completed by you;

     (3)  transfers from an Investment  Fund or a Guarantee  Period of the Fixed
          Account must be for at least $500,  or the entire  amount if less than
          $500;

     (4)  any  accumulated  value  remaining in an Investment  Fund or Guarantee
          Period of the Fixed  Account may not be less than $500, or the request
          may be  treated  as a request to  transfer  the entire  amount in that
          Investment Fund; and

     (5)  currently,  you may make up to  twelve  transfers  in a year  (one per
          calendar  month).  This  limitation  does not apply to transfers  made
          under the dollar cost  averaging,  personal  portfolio  rebalancing or
          interest sweep programs.

Transfers  involving  an  Investment  Fund may further be limited by  additional
terms and conditions imposed by the Investment Funds. You must instruct us as to
what amounts you want transferred from each Investment Fund and Guarantee Period
of the Fixed  Account.  A transfer will be effective on the date we receive your
transfer  request.  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 dollar cost averaging  program allows you to  systematically  transfer a set
amount from a selected  Investment Fund or the Fixed Account to any of the other
Investment  Funds.  By  allocating  amounts on a regular  schedule as opposed to
allocating the total amount at one particular  time, you may be less susceptible
to the impact of market fluctuations.

Dollar cost  averaging does not assure a profit and does not protect you against
loss in declining  markets.  Since  dollar cost  averaging  involves  continuous
investment  in  securities  regardless  of  fluctuating  price  levels  of  such
securities,  you should  consider your financial  ability to continue the dollar
cost averaging program through periods of fluctuating price levels.

Under the dollar cost  averaging  program you must designate at least $2,000 for
investment.  Transfers from the GT Global Money Market Fund, GT Global  Variable
Growth & Income  Fund,  GT Global  Variable  Strategic  Income  Fund,  GT Global
Variable Global Government  Income Fund, the GT Global Variable U.S.  Government
Income Fund, or the Dollar Cost Averaging  Guarantee Periods will continue until
the dollar amount requested has been transferred or the accumulated value in the
Investment Fund or Guarantee  Period is exhausted,  whichever is sooner.  Dollar
cost averaging  transfer  allocations for a Guarantee  Period or Investment Fund
which is no longer offered will remain in that  Investment Fund until you change
the allocation instructions.

Transfers  made  under the  dollar  cost  averaging  program  are not taken into
account in  determining  any  applicable  transfer  fee. We reserve the right to
modify, suspend, or terminate the dollar cost averaging program at any time.

Personal Portfolio Rebalancing

The  accumulated  value allocated to each Investment Fund increases or decreases
at different  rates  depending on the  investment  performance of the Investment
Fund. Personal portfolio rebalancing  automatically  reallocates the accumulated
value in the  Investment  Funds and Guarantee  Periods to maintain your selected
allocation.  The goal of the personal portfolio  rebalancing is to assist you by
selling from the  Investment  Funds that have  appreciated  most, and purchasing
additional  units  in the  Investment  Funds  or  Guarantee  Periods  that  have
appreciated least.

You may choose the specific  investment  options that you want  included in your
personal  portfolio.  However,  the personal portfolio must contain at least two
investment options and may include all available investment options.

You may select rebalancing on a monthly, quarterly, semiannual, or annual basis.
The  minimum  amount  that  will be  transferred  from  any  Investment  Fund or
Guarantee  Period  under  this  program  is the  greater  of $50 or  0.5% of the
accumulated  value  of  that  Investment  Fund  or  Guarantee  Period.   Certain
Investment  Funds and  personal  portfolio  rebalancing  Guarantee  Periods  are
available  investment  options  under  this  program.  The  number of  available
investment options may change.  The designated  allocation can be changed at any
time upon your written request.

Transfers made under the personal  portfolio  rebalancing  program are not taken
into account in determining any applicable transfer fee. We reserve the right to
modify,  suspend, or terminate the personal portfolio rebalancing program at any
time.  Participation  in the  personal  portfolio  rebalancing  program does not
assure that you will profit from purchases under the program nor will it prevent
or lessen losses in a declining market.

Interest Sweep Option

Under  this  program  we will  automatically  transfer  earnings  from  selected
Guarantee  Periods  in your  Fixed  Account,  which are  called  Interest  Sweep
Guarantee Periods, to one or more selected Investment Funds. By allocating these
earnings to the Investment  Funds, you can pursue further growth in the value of
your Contract  through more  aggressive  investments.  If you have allocated net
purchase payments or transfers to more than one Interest Sweep Guarantee Period,
the Interest Sweep transfer will occur from the oldest  Interest Sweep Guarantee
Period.  We will  transfer a minimum of $25 from the  Interest  Sweep  Guarantee
Period to the  designated  Investment  Funds.  These  transfers can be made on a
monthly, quarterly, semiannual, or annual basis.

Transfers  made under the interest  sweep  program are not taken into account in
determining  any  applicable  transfer  fee.  We  reserve  the right to  modify,
suspend, or terminate the interest sweep program at any time. The interest sweep
option does not assure  profit and does not protect  against  loss in  declining
markets.

Additions, Deletions or Substitutions of Investments

We may be required to substitute one of the  Investment  Funds you have selected
with another Investment Fund. We would not do this without the prior approval of
the Securities and Exchange Commission.  We may also limit further investment in
an  Investment  Fund.  We will give you notice of either of these actions.

                             CHARGES AND DEDUCTIONS

The full amount of your initial  purchase  payment,  less any applicable tax, is
invested in the investment option(s) you choose.

Administrative Charges

Annual Contract Fee. On the last day of each Contract year, we deduct an annual
Contract fee, which we refer to as an account fee, to compensate us for expenses
relating to the issue and  maintenance  of your Contract and your  account.  For
Contract  years ending prior to December 31, 1999,  we will deduct the lesser of
$30 or 2% of the accumulated value of your Contract if your accumulated value is
less than $20,000.  Afterwards, the account fee may be adjusted annually subject
to the following:

     *    in no event  will the fee 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  account fee will be waived if your  Contract  has an  accumulated  value of
$20,000 or more. Also, we will not deduct an account fee if you allocated all of
the  accumulated  value of your Contract to our Fixed Account  during the entire
previous  Contract  year.  We will  deduct  the  account  fee if you make a full
surrender of your Contract or upon your death or the annuitant's death.

During the income phase,  the account fee will be deducted in equal amounts from
each variable  annuity  payment made during the year. This deduction will not be
made from fixed annuity payments.

Also, the net investment factor incorporates an administrative expense 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  us for those
administrative  expenses  attributable to your Contract,  your account,  and the
separate  accounts  which exceed the revenues  received from the account fee. We
believe the administrative expense charge and the account fee have been set at a
level  that will  recover no more than the actual  costs of  administering  your
Contract.

Special Handling Fees

We  reserve  the  right to  charge  a  special  handling  fee to  recover  costs
associated with certain  activities and requests.  These activities and requests
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 Market Fund;
         (b)  Variable Fund with the largest accumulated value;
         (c)  Guaranteed Interest Option.

The fee for special  handling will not exceed $50 per request.  We do not expect
to profit from these charges.

Surrender Charge (Contingent Deferred Sales Charge)

We may deduct a surrender charge on certain  surrenders and withdrawals to cover
our expenses  relating to the sale of the  Contracts,  including  commissions to
registered representatives and other promotional expenses.

When you  make a full  surrender  of your  Contract  or  partial  withdrawal  of
accumulated  value,  we will apply a  surrender  charge to the gross  withdrawal
amount,   excluding   any   applicable   charges  from  the  Fixed   Account  or
administrative  charges.  This surrender charge will apply to purchase  payments
made within six complete  years  measured from the date the purchase  payment is
received by us. The surrender charge schedule is as follows:

     Complete Years Since Receipt                     Surrender
     of  Purchase Payment                          Charge Percentage
     --------------------                          -----------------
              0                                            6%
              1                                            5%
              2                                            4%
              3                                            3%
              4                                            2%
              5                                            1%
              6+                                           0%

When you make a surrender or partial  withdrawal,  the amounts that you withdraw
will be done on a "first in first out" (FIFO) basis.  Purchase payments which we
received  more than six years  before  the date of your  withdrawal  will not be
subject to a surrender  charge.  If you withdraw all of your purchase  payments,
further  withdrawals  will  be made  from  your  earnings  without  incurring  a
surrender  charge.  If your accumulated value is less than the purchase payments
subject to a surrender charge, the surrender charge will only be applied to your
accumulated value.

We will not  assess a  surrender  charge 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.  Currently, however, we assess 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.

If  revenues  from  surrender  charges  are  not  sufficient  to  cover  certain
sales-related  expenses,  we will  bear  the  shortfall.  If the  revenues  from
surrender  charges  exceed such expenses,  we will retain the excess.  We do not
currently  believe that the  surrender  charge  revenues will cover the expected
sales-related expenses.

Interest Change Adjustment

If you make a full surrender or partial withdrawal from the Fixed Account before
thirty days prior to the expiration  date of the Guarantee  Period you selected,
you may be subject to an Interest Change Adjustment deduction.

Charge-Free Amounts

You can withdraw up to 10% of your accumulated value each year without incurring
a surrender charge. We refer to this as the charge-free amount. After your first
Contract  anniversary,  you can  withdraw  up to 20% of your  accumulated  value
without  charge  if you did not make any  charge-free  withdrawals  in the prior
Contract year.

The charge-free  amounts  withdrawn will not reduce the purchase  payments still
subject to a surrender charge.  The charge-free  amount does not apply upon full
surrender.

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. We may
waive or reduce the surrender charge on some policies when the sales efforts and
administrative costs are lower due to various factors such as:

     *    the  expected  number  of  participants  and the  amount  of  purchase
          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.

Any reductions  will be made uniformly to all  individuals  falling in the class
benefitting   from  the   reduction.   We  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
Investment  Funds.  This charge is 1.25% annually  (1.00% for mortality risk and
 .25% for expense risk).

The  mortality  risk  that we assume  is that  annuitants  may live for a longer
period  of time  than  estimated  when  the  guarantees  in your  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 we assume  also  includes a  guarantee  to pay a death  benefit if the
annuitant  dies before the annuity date.  The expense risk that we assume is the
risk that the surrender charge and  administrative  charges will be insufficient
to cover actual future expenses.

Transfer Fees

For each  transfer in excess of twelve  during the Contract  year,  we charge an
amount  equal to the  lesser of $25 or 2% of the amount  transferred. Currently,
Contract owners are limited to no more than twelve transfers per year. Transfers
made under the dollar cost averaging program, the personal portfolio rebalancing
program,  or the  interest  sweep  program are not included in  determining  the
amount of  transfers.  Transfers  from the Fixed  Account  may be  subject to an
Interest Change Adjustment deduction.

Fees and Expenses of the Funds

There are  deductions  from and  expenses  paid out of the assets of the various
Investment Funds, which are described in the attached Fund prospectuses.

Premium Tax

Some  states  and other  governmental  entities  (e.g.,  municipalities)  charge
premium  taxes or similar  taxes.  We are  responsible  for the payment of these
taxes and will make a deduction  from the value of your Contract for them.  Some
of these  taxes are due when your  Contract  is issued,  and others are due when
annuity  payments  begin.  When a  premium  tax is due at the  time  you  make a
purchase  payment,  we will  deduct  from the payment  such tax.  Premium  taxes
generally range from 0% to 3.5%, depending on the state.

We reserve  the right to defer or waive the charge  assessed  for premium tax in
certain jurisdictions until your Contract is surrendered or until your death. We
will  notify  you in writing  before  exercising  our right to collect  deferred
premium tax from the accumulated value.

Other Taxes

We charge in the future for any tax or economic burden we incur  attributable to
the separate accounts or to the Contracts.

                                VARIABLE ACCOUNT
Accumulation Units

We will establish an account in your name for each  Investment Fund to which you
allocate purchase  payments or transfer amounts.  Purchase payments and transfer
amounts  are  allocated  to  Investment  Funds  and  credited  in  the  form  of
accumulation units.

The number of  accumulation  units  credited to each  account is  determined  by
dividing the purchase payment or transfer amount for the account by the value of
an accumulation  unit for that  Investment Fund for the valuation  period during
which the  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 purchase payments  allocated to the corresponding  Investment Fund
during that valuation  period and by any accumulated  value  transferred to that
Investment Fund from another  Investment Fund 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  Investment  Fund,  by any  partial  withdrawals  or
surrenders  from that  Investment  Fund,  and by any  administrative  charges or
surrender  charge  deducted  from that  Investment  Fund during  that  valuation
period.

Value of Accumulation Units

The  value of  accumulation  units in each  Investment  Fund  will vary from one
valuation  period  to the next  depending  upon the  investment  results  of the
particular  Investment  Fund.  The  value  of  an  accumulation  unit  for  each
Investment Fund 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 Investment Fund for the
valuation period for which the value is being determined.

Net Investment Factor

Each  business  day we will  calculate  each  Investment  Fund's net  investment
factor.  An Investment  Fund's net  investment  factor  measures its  investment
performance  during a  valuation  period.  The net  investment  factor  for each
investment  fund 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 an Investment Fund share
     held in the Investment Fund determined at the end of the current  valuation
     period,  plus (2) the per share  amount of any  dividend  or  capital  gain
     distribution  made by an Investment  Fund on shares held in the  Investment
     Fund if the "ex-dividend" date occurs during the current valuation period.

     Where (b) is:  the net asset  value per share of an  Investment  Fund share
     held in the  Investment  Fund  determined as of the end of the  immediately
     preceding valuation period.

     Where  (c)  is:  a  factor  representing  the  charges  deducted  from  the
     Investment  Fund 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.

                              ACCESS TO YOUR MONEY

You can have access to the money in your Contract:

     *    by making a withdrawal (either a partial or a complete withdrawal);

     *    when a death benefit is paid; or

     *    by electing to receive annuity payments.

Surrenders and Partial Withdrawals

You may surrender  your Contract or make a partial  withdrawal to receive all or
part of the  accumulated  value of your  Contract  at any time  before you begin
receiving annuity payments and while the annuitant is living.

A  full  surrender  will  result  in a  cash  withdrawal  payment  equal  to the
accumulated value of your Contract, less any applicable  administrative charges,
interest  charge  adjustment,  and  surrender  charge.  If you request a partial
withdrawal, it will result in a reduction in your accumulated value equal to the
amount you receive plus any applicable surrender charge,  administrative charges
and interest change adjustment.

There is no limit on the frequency of partial withdrawals.  However, the minimum
amount that you may  withdraw is $500 or your entire  balance in the  Investment
Fund or Guarantee Period, if less. If you do not tell us otherwise,  the amounts
that we will withdraw from the Investment  Funds will be on a pro rata basis. If
you make a partial  withdrawal  from the Fixed  Account,  you may be  subject to
further limitations.

If,  after  the  withdrawal  (and  deduction  of any  applicable  administrative
charges,  interest change adjustment and surrender charge), the amount remaining
in the Investment Fund is less than $500, we may treat the partial withdrawal as
a withdrawal  of the entire  amount held in the  Investment  Fund.  If a partial
withdrawal  plus  any  applicable   administrative   charges,   interest  change
adjustment and surrender charge would reduce the accumulated  value to less than
$500, we may treat the partial withdrawal as a full surrender of your Contract.

The amount you receive can be less than the amount requested if your accumulated
value is insufficient to cover applicable charges. Any withdrawal request cannot
exceed the accumulated  value of your Contract.  If a partial  withdrawal  would
result in the remaining accumulated value being lower than the surrender charges
due, the partial withdrawal request will be treated as a full surrender.

We will, upon request, provide you with an estimate of the amounts that would be
payable in the event of a full surrender or partial  withdrawal.  We reserve the
right  to  charge  a  reasonable  fee to  recover  the  administrative  expenses
associated with these requests.

Income taxes, tax penalties and certain restrictions may apply to any withdrawal
you make.  If at the time you make a written  request for a full  surrender or a
partial  withdrawal,  you do not provide us with a written  election not to have
Federal  income  taxes  withheld,  we must by law  withhold  such taxes from the
taxable portion of any surrender or withdrawal.

Systematic Withdrawal Plan

We administer a systematic withdrawal plan ("SWP") which allows you to authorize
periodic  withdrawals  during the accumulation  period.  If you enter into a SWP
agreement,  you will instruct us to withdraw selected amounts from your Contract
on a monthly,  quarterly,  semiannual or annual basis.  In requesting a SWP, you
must specify the amounts to be withdrawn from each Investment Fund and Guarantee
Period,  if any.  If you do not so  specify,  the  total  amount  including  any
applicable  surrender  charges  will  be  deducted  from  all  Investment  Funds
pro-rata. Currently, the SWP is available if you request a minimum $200 periodic
withdrawal.  Amounts  withdrawn  may be subject to a surrender  charge.  Amounts
withdrawn  from  the  Fixed  Account  may  be  subject  to the  interest  change
adjustment and other  restrictions.  Withdrawals taken under the SWP may also be
subject to the 10% Federal penalty tax on early withdrawals and to income taxes.
The SWP may be terminated at any time by you or us.

                                  DEATH BENEFIT

In every case of death,  we must receive proof of your death or the death of the
annuitant before we are obliged to act.  The annuitant is the person whose life
we look to when we make annuity payments.

Death of a Contract Owner who is the Annuitant.

If you die during the  accumulation  phase,  and if your surviving spouse is the
beneficiary,  the spouse may continue  the Contract as the new owner.  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 your surviving spouse is not the
beneficiary, the death benefit will become payable to the beneficiary.

If you die during the income phase,  we will not pay a death  benefit  except as
may be provided under the annuity option elected.

Death of a Contract Owner who is not the Annuitant.

If a you die during the accumulation  phase, and if your surviving spouse is the
annuitant,  the spouse  may  continue  the  Contract  as the new owner.  If your
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 you die during the income phase, we will not pay a death benefit.

Death of the Annuitant who is not a Contract Owner.

If the annuitant dies during the accumulation  phase and before you or any joint
owner, the death benefit is paid 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 during the income phase,  we will not pay a death benefit
except as may be provided under the annuity option elected.

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 5 years  after
the  date of your  death  or that of the annuitant.  If,  however,  you or your
beneficiary make a written choice of one of the two options  described below, we
will treat the proceeds as you or your  beneficiary has chosen.  The two options
are:

     (i)  Leave the  proceeds of the  Contract  with us. The entire  accumulated
          value must be paid in a lump sum to the beneficiary  before the end of
          the fifth year after your death or that of the 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 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 (as determined for Federal
          tax  purposes)  at the time of your death,  and must begin  within one
          year after your death or that of the annuitant's.

Amount of Death Benefit

If your Contract is issued on or after the annuitant's 80th birthday,  the death
benefit amount is the  accumulated  value,  less any applicable  interest change
adjustment, surrender charge or administrative charges.

If your  Contract is issued  before the  annuitant's  80th  birthday,  the death
benefit  amount is the amount  described  below,  less any  applicable  interest
change adjustment and administrative  charges.  The death benefit amount for 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 of your Contract.

After the first year, the death benefit amount will be the greater of:

          (a)  the accumulated value of your Contract; or

          (b)  the death benefit reset amount.

The first death  benefit  reset amount will be determined on the last day of the
first  Contract Year and will be the greater of a) the  accumulated  value or b)
the sum of all net purchase payments less any amounts withdrawn. Thereafter, 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 less  withdrawals  since the prior death benefit
reset amount was determined.

If the Contract was issued prior to the  annuitant's  75th  birthday,  the death
benefit  reset  will  occur on the  last day of each  Contract  Year  until  the
annuitant's  80th  birthday.  After age 80, the death  benefit  reset will occur
every  six  Contract  Years  measured  from the date the  Contract  was  issued.
However,  if the Contract was issued on or after the annuitant's  75th birthday,
the  death  benefit  reset  amount  will  continue  to be the  amount  which was
calculated  on the last day of the Contract Year prior to the  annuitant's  80th
birthday and will not be redetermined.

The  death  benefit  amount  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.

Contracts Issued Under Section 401/457 of the Code

If the annuitant dies during the accumulation phase 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.

                               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.  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 on the annuity date,  unless your Contract has been
surrendered or the proceeds have been paid to the designated  beneficiary  prior
to that  date.  The  annuity  date  must be on the later of the first day of the
first month following the  annuitant's  85th birthday or upon completion of five
Contract  years  measured  from  the  date of  issue.  Under  certain  qualified
arrangements,  distributions  may be required  before the annuity date.  You may
change the annuity date.

Annuity Options

The  annuity  option may be elected  or  changed  if it was not  irrevocable  by
written request,  provided the annuitant is still alive.  Election of an annuity
option must be made before thirty days before the annuity date.

Currently,  the minimum  amount  which you may apply under an annuity  option is
$5,000 and the minimum annuity payment is $50. If the accumulated  value of your
Contract is less than $5,000 when the annuity date arrives,  we will make a lump
sum  payment of the  remaining  amount to you. If at any time  payments  are, or
become, less than $50, we may change the frequency of payments to intervals that
will result in  payments  of at least $50. We reserve the right to change  these
requirements.

The following options are currently 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 in 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  in
     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 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 we incur no mortality risk under this option.

With respect to any Option not involving a life  contingency  (e.g.,  Option 4 -
Income  for a Fixed  Period),  you may  elect to have the  present  value of the
guaranteed monthly annuity payments  remaining,  as of the date we receive proof
of the claim, commuted and paid in a lump sum.

Value of Variable Annuity Payments

The dollar amount of your payment from the  Investment  Fund(s) will depend upon
four things:

     *    the value of your  Contract in the  Investment  Fund(s) on the annuity
          commencement date;

     *    the 4%  assumed  investment  rate  used in the  annuity  table for the
          Contract; and

     *    the performance of the Investment Funds you selected; and

     *    if  permitted  in your state and under the type of  Contract  you have
          purchased, the age and sex of the annuitant(s).

If the actual  performance  exceeds the 4% assumed rate plus the  deductions for
expenses,  your  annuity  payments  will  increase.  Similarly,  if  the  actual
performance  is less than 4% plus the  amount of the  deductions,  your  annuity
payments will decrease.

The value of all payments  (both  guaranteed  and variable)  will be greater for
shorter guaranteed periods than for longer guaranteed  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.

                              FEDERAL TAX MATTERS

NOTE:  We  have  prepared  the  following  information  on  taxes  as a  general
discussion of the subject.  It is not intended as tax advice to any  individual.
You should  consult your own tax adviser about your own  circumstances.  We have
included in the Statement of  Additional  Information  an additional  discussion
regarding taxes.

Annuity Contracts in General

Annuity  contracts are a means of setting aside money for future needs - usually
retirement.  Congress  recognized  how important  saving for  retirement was and
provided special rules in the Internal Revenue Code (Code) for annuities.

Simply stated, these rules provide that you will not be taxed on the earnings on
the money held in your annuity  contract  until you take the money out.  This is
referred to as tax deferral.  There are different  rules as to how you are taxed
depending  on how you take the money out and the type of contract - qualified or
non-qualified (see following sections).

Under non-qualified contracts,  you, as the owner, are not taxed on increases in
the value of your contract until a distribution  occurs - either as a withdrawal
or as annuity payments. When you make a withdrawal,  you are taxed on the amount
of the withdrawal that is earnings. For annuity payments, different rules apply.
A portion  of each  annuity  payment  is  treated  as a  partial  return of your
purchase payments and is not taxed. The remaining portion of the annuity payment
is  treated as  ordinary  income.  How the  annuity  payment is divided  between
taxable and non-taxable  portions depends upon the period over which the annuity
payments  are  expected to be made.  Annuity  payments  received  after you have
received all of your purchase payments are fully includible in income.

When  a  non-qualified   contract  is  owned  by  a  non-natural  person  (e.g.,
corporation or certain other entities other than a trust holding the contract as
an agent for a natural person), the contract will generally not be treated as an
annuity for tax purposes.

Qualified and Non-Qualified Contracts

If you purchase the Contract as an  individual  and not under any pension  plan,
specially sponsored program or an individual  retirement annuity,  your Contract
is referred to as a non-qualified Contract.

If you purchase the Contract under a pension plan,  specially sponsored program,
or an individual retirement annuity, your Contract is referred to as a qualified
Contract.  Examples of  qualified  plans are:  Individual  Retirement  Annuities
(IRAs), Tax-Sheltered Annuities (sometimes referred to as 403(b) contracts), and
pension and profit-sharing plans, which include 401(k) plans and H.R. 10 Plans.

Withdrawals -  Non-Qualified Contracts

If you make a withdrawal  from your Contract,  the Code treats such a withdrawal
as first  coming  from  earnings  and then from  your  purchase  payments.  Such
withdrawn earnings are includible in income.

The Code also provides that any amount received under an annuity  contract which
is included in income may be subject to a penalty.  The amount of the penalty is
equal to 10% of the amount that is includible in income.  Some  withdrawals will
be exempt from the penalty. They include any amounts:

     (1)  paid on or after the taxpayer reaches age 59 1/2;

     (2)  paid after you die;

     (3)  paid if the taxpayer becomes totally disabled (as that term is defined
          in the Code);

     (4)  paid in a series of  substantially  equal  payments  made annually (or
          more frequently) for life or a period not exceeding life expectancy;

     (5)  paid under an immediate annuity; or

     (6)  which come from purchase payments made prior to August 14, 1982.

Withdrawals -  Qualified Contracts

The above  information  describing the taxation of non-qualified  Contracts does
not apply to  qualified  Contracts.  There are  special  rules that  govern with
respect to qualified  Contracts.  We have provided a more complete discussion in
the Statement of Additional Information.

Withdrawals -  Tax-Sheltered Annuities

The Code limits the withdrawal of purchase  payments made by owners from certain
Tax-Sheltered Annuities. Withdrawals can only be made when an owner:

         (1)      reaches age 59 1/2;
         (2)      leaves his/her job;
         (3)      dies;
         (4)      becomes disabled (as that term is defined in the Code); or
         (5)      in the case of hardship.

However,  in the case of  hardship,  the owner can only  withdraw  the  purchase
payments and not any earnings.

Diversification

The Code provides that the underlying  investments  for a variable  annuity must
satisfy  certain  diversification  requirements  in  order to be  treated  as an
annuity  contract.  We believe  that the  Investment  Funds are managed so as to
comply with the requirements.

Neither the Code nor the Internal  Revenue  Service  Regulations  issued to date
provide guidance as to the circumstances  under which you, because of the degree
of control you exercise over the  underlying  investments,  are  considered  the
owner of the shares of the Investment  Funds. If you are considered owner of the
shares,  it will  result  in the loss of the  favorable  tax  treatment  for the
Contract. It is unknown to what extent owners are permitted to select Investment
Funds,  to make transfers  among the Investment  Funds or the number and type of
Investment  Funds owners may select from without being  considered  owner of the
shares. If any guidance is provided which is considered a new position, then the
guidance  is  generally  applied  prospectively.  However,  if such  guidance is
considered not to be a new position, it may be applied retroactively. This would
mean that you,  as the owner of the  Contract,  could be treated as the owner of
the Investment Funds.

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 Investment  Company Act of 1940 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  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  permits  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.

Due to the uncertainty in this area, we reserve the right to modify the Contract
in an attempt to maintain favorable tax treatment.

                            YIELDS AND TOTAL RETURNS

We periodically  advertise  performance of the various Investment Funds. We will
calculate  performance by determining  the percentage  change in the accumulated
value for selected  periods.  This performance  number reflects the deduction of
the  insurance  charges.  It does not reflect  the  deduction  of any  surrender
charge.  The  deduction of any  surrender  charges  would reduce the  percentage
increase or make greater any percentage  decrease.  Any advertisement  will also
include  total return  figures  which reflect the deduction of the mortality and
expense charges, and surrender charges.

We may, from time to time,  include in our advertising and sales materials,  tax
deferred  compounding  charts and other  hypothetical  illustrations,  which may
include comparisons of currently taxable and tax deferred  investment  programs,
based on selected tax brackets.

OTHER INFORMATION

The Separate Accounts

The  Separate   Accounts  were   established  on  May  28,  1992,   pursuant  to
authorization by our Board of Directors. 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 us 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 our General  Account  (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 we may conduct.  The income,
gains, and losses,  whether or not realized,  from the assets of each Investment
Fund of a Separate  Account are credited to or charged  against that  Investment
Fund without regard to any other income, gains, or losses.

Separate Account  Twenty-Eight  currently has four Investment Funds.  These are:

         *        GT Global Variable Strategic Income Fund
         *        GT Global Variable Global Government Income Fund
         *        GT Global Variable U.S. Government Income Fund
         *        GT Global Money Market Fund

Separate Account Twenty-Nine currently has ten Investment Funds. These are:

        *        GT Global Variable New Pacific Fund
        *        GT Global Variable Europe Fund
        *        GT Global Variable Latin America  Fund
        *        GT Global Variable America Fund
        *        GT Global Variable International Fund
        *        GT Global Variable Infrastructure Fund
        *        GT Global Variable Natural Resources Fund
        *        GT Global Variable Emerging Markets Fund
        *        GT Global Variable Telecommunications Fund
        *        GT Global Variable Growth & Income Fund

These are the only Investment Funds currently available under the Contracts.

Principal Underwriter

As of May 1, 1999, Cova Life Sales Company (Life Sales),  One Tower Lane,  Suite
3000,  Oakbrook  Terrace,  Illinois  60181-4644,  acts as the distributor of the
Contracts. Life Sales is one of our affiliates. Life Sales 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 Investment Funds per year. As
an  alternative,  Life  Sales  may pay  distribution  compensation  to  selected
broker/dealers  in amounts  which are not  expected  to exceed  6.0% of purchase
payments for such Contracts, with no residual payments.

Voting Rights

We are the legal owner of the Investment Fund shares.  However,  we believe that
when  an  Investment  Fund  solicits  proxies  in  conjunction  with a  vote  of
shareholders, it is required to obtain from you and other owners instructions as
to how to vote those shares.  When we receive those  instructions,  we will vote
all of the shares we own in  proportion  to those  instructions.  This will also
include any shares that we own on our own behalf. Should we determine that we
are no longer  required to comply with the above, we will vote the shares in our
own right.

Written Notice or Written Request

A written notice or written request is any notice or request that you send to us
requesting any changes or making any request  affecting  your  Contract.  Such a
request or notice must be in a format and content acceptable to us.

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 us 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 you a receipt.

We are 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 us which is not specifically  addressed in an assignment
document must be in writing and signed by both the assignor and the assignee.

Ownership

You, as the owner of the Contract, have all the rights under the Contract. Prior
to the Annuity  Commencement  Date,  the owner is as  designated at the time the
Contract is issued,  unless  changed.  If there are joint owners,  any rights of
ownership must be done by joint action.

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 your  death.  The  original
beneficiary is named in the Contract Application. Subject to any assignment of a
Contract, you may change the beneficiary  designation during the lifetime of the
annuitant  by the filing of a written  request  acceptable  to us at our 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,  we reserve
the  right  to  require  that  the  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 you 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 your estate.

Deferment of Payment

We may be required to suspend or postpone  payments for  surrenders or transfers
for any period when:

     1.   the New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2.   trading on the New York Stock Exchange is restricted;

     3.   an  emergency  exists as a result of which  disposal  of shares of the
          Investment Funds is not reasonably practicable or we cannot reasonably
          value the shares of the Investment Funds;

     4.   during any other period when the Securities  and Exchange  Commission,
          by order, so permits for the protection of owners.

We may also delay the  payment of a  surrender  or partial  withdrawal  from the
Fixed Account for up to six months from receipt of written  request.  If payment
is  delayed,  the  amount  due will  continue  to be  credited  with the rate of
interest then credited to the General Account until the payment is made.

Year 2000

We have developed and initiated  plans to assure that our computer  systems will
function properly in the year 2000 and later years.  These efforts have included
receiving  assurances from outside service providers that their computer systems
will also function properly in this context. Included within these plans are the
computer  systems of the advisers  and  sub-advisers  of the various  investment
portfolios underlying the Separate Account.

Although an  assessment  of the total cost of  implementing  these plans has not
been  completed,  the total  amounts to be expended  are not  expected to have a
material  effect on our financial  position or results of operation.  We believe
that we have taken all  reasonable  steps to address these  potential  problems.
There can be no  assurance,  however,  that the steps  taken will be adequate to
avoid any adverse impact.

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.

Statement of Additional Information - Table of Contents

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:

COMPANY..................................................................... 4

EXPERTS..................................................................... 4

LEGAL OPINIONS.............................................................. 4

DISTRIBUTION................................................................ 4
      Reduction of the Surrender Charge..................................... 4

PERFORMANCE INFORMATION..................................................... 5
      Total Return.......................................................... 5
      Money Market Yield Calculation........................................ 6
      Yields of Other Investment Funds...................................... 8
      Historical Unit Values................................................ 9
      Effect of the Annual Contract Fee.....................................10

FEDERAL TAX STATUS..........................................................10
      General...............................................................10
      Diversification.......................................................11
      Multiple Contracts....................................................12
      Contracts Owned by Other than Natural Persons.........................13
      Tax Treatment of Assignments..........................................13
      Income Tax Withholding................................................13
      Tax Treatment of Withdrawals - Non-Qualified Contracts................13
      Qualified Plans.......................................................14
      Tax Treatment of Withdrawals - Qualified Contracts....................17
      Tax-Sheltered Annuities - Withdrawal Limitations......................18

ANNUITY PROVISIONS..........................................................18
      Computation of the Value of an Annuity Unit...........................18
      Determination of the Amount of the First Annuity Installment..........19
      Determination of the Fluctuating Values of the Annuity Installments...20

GENERAL MATTERS.............................................................20
      Participating.........................................................20
      Incorrect Age or Sex..................................................20
      Annuity Data..........................................................21
      Quarterly Reports.....................................................21
      Incontestability......................................................21
      Ownership.............................................................21
      Reinstatement.........................................................21

SAFEKEEPING OF ACCOUNT ASSETS...............................................21

STATE REGULATION............................................................22

RECORDS AND REPORTS.........................................................22

LEGAL PROCEEDINGS...........................................................22

OTHER INFORMATION...........................................................22

FINANCIAL STATEMENTS........................................................23


                                   APPENDIX A

<TABLE>
<CAPTION>
Example of Surrender Charge Calculations

This example  assumes that the date of the full surrender or partial  withdrawal
is during the 10th Contract Year.

    1                     2            3                     4
    -                     -            -                     -
<S> <C>               <C>              <C>                     <C>
    1                 $2,000           0%                      $0
    2                 $2,000           0%                      $0
    3                 $2,000           0%                      $0
    4                 $2,000           0%                      $0
    5                 $2,000           1%                  $20.00
    6                 $2,000           2%                  $40.00
    7                 $2,000           3%                  $60.00
    8                 $2,000           4%                  $80.00
    9                 $2,000           5%                 $100.00
    10                $2,000           6%                 $120.00
                      ------                              -------
                      $20,000                             $420.00
</TABLE>

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

= Net Purchase Payment 7 Column 2 x Net Purchase Payment 7 Column 3
= $2,000 x 3%
= $60

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.


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 Investment Fund through  December 31, 1998.  There can be no assurance that
the future  investment  performance of these Separate  Account  Investment Funds
will be comparable to past performance.

<TABLE>
<CAPTION>
Chart 1 - Separate Account Twenty-Eight

                                                                                                   Total Units
                                                Accumulation            Accumulation              Outstanding,
                                                  Unit Value:            Unit Value:             End of Period
                                    Year    Beginning of Period        End of Period             (in thousands)
                                    ----    -------------------        -------------             --------------
<S>                                 <C>              <C>                      <C>                      <C>
Money Market Fund                   1998           13.75                     14.22                    2,024
                                    1997             13.30                    13.75                    1,943
                                    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           1998             18.45                    18.09                    1,179
         Fund                       1997             17.46                    18.45                    1,505
                                    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          1998             14.36                    15.96                       552
         Income Fund                1997             13.95                    14.36                       571
                                    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            1998             14.19                    15.27                       483
         Income Fund                1997             13.29                    14.19                       515
                                    1996             13.18                    13.29                       410
                                    1995             11.65                    13.18                       452
                                    1994             12.61                    11.65                       205
                                    1993             12.00*                   12.61                         69
<FN>
*    At inception on February 10, 1993.
</FN>
</TABLE>

<TABLE>
<CAPTION>
Chart 2  Separate Account Twenty-Nine
                                                                                                 Total Units
                                            Accumulation               Accumulation              Outstanding,
                                            Unit Value:                Unit Value:               End of Period
                                    Year    Beginning of Period        End of Period             (in thousands)
                                    ----    -------------------        -------------             --------------
<S>                                 <C>              <C>                     <C>                         <C>
Variable New Pacific Fund           1998             10.11                    8.52                       1,146
                                    1997             17.41                   10.11                       1,518
                                    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
Variable Europe Fund                1998             23.41                   26.78                       1,210
                                    1997             20.62                   23.41                       1,166
                                    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 Fund               1998             26.08                   27.80                       1,458
                                    1997             23.02                   26.08                       1,679
                                    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            1998             20.02                   23.61                       2,342
         Fund                       1997             17.47                   20.02                       2,506
                                    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 Fund         1998             19.18                   11.03                         806
                                    1997             16.98                   19.18                       1,429
                                    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         1998             22.33                   26.89                       2,558
         Fund                       1997             19.76                   22.33                       3,030
                                    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 Fund         1998             12.34                   12.11                         581
                                    1997             11.70                   12.34                         454
                                    1996             10.94                   11.70                         384
                                    1995             11.22                   10.94                         314
                                    1994             12.00                   11.22                         172
Variable Emerging Markets           1998             11.96                    7.44                         739
         Fund                       1997             14.06                   11.96                       1,361
                                    1996             10.88                   14.06                       1,234
                                    1995             11.93                   10.88                         809
                                    1994             12.00                   11.93                         574
Variable Natural Resources          1998             21.54                   14.23                         436
         Fund                       1997             21.57                   21.54                         763
                                    1996             14.47                   21.57                         746
                                    1995             12.00                   14.47                          86
Variable Infrastructure Fund        1998             16.71                   17.52                         351
                                    1997             16.13                   16.71                         518
                                    1996             13.10                   16.13                         366
                                    1995             12.00                   13.10                         113
<FN>
*    At   inception   on   February   10,   1993,   except   for  the   Variable
     Telecommunications  Fund,  which commenced  operations on October 18, 1993;
     the Variable  International  Fund which  commenced  operations  on July 12,
     1994; the Variable  Emerging  Markets Fund,  which commenced  operations on
     July 6, 1994;  and the  Variable  Natural  Resources  Fund and the Variable
     Infrastructure Fund, which both commenced operations on January 31, 1995.
</FN>
</TABLE>


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