GENERAL AMERICAN SEPARATE ACCOUNT TWENTY NINE, 497, 1998-06-03

GENERAL AMERICAN SEPARATE ACCOUNT TWENTY NINE
497, 1998-06-03

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<PAGE>
GENERAL AMERICAN SEPARATE ACCOUNTS
TWENTY-EIGHT & TWENTY-NINE
PROSPECTUS
FOR THE
INDIVIDUAL VARIABLE ANNUITY CONTRACT
OFFERED BY
GENERAL AMERICAN LIFE INSURANCE COMPANY
(A MISSOURI COMPANY)
700 MARKET STREET
ST. LOUIS, MISSOURI 63101
1-800-237-6580

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

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

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or withdrawn will be paid in a lump sum, or upon annuitization, the Contract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

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

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

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

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

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

Please Read This Prospectus Carefully And Retain It For Future Reference.

The Date of This Prospectus is May 1, 1998, As Revised June 1, 1998.

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

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

Prospectus Page 1
<PAGE>

TABLE OF CONTENTS

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

<TABLE>
<CAPTION>
Page
---------
<S> <C>
DEFINITIONS............................................................................... 4
SUMMARY OF CONTRACT FEES AND EXPENSES..................................................... 6
HISTORICAL CHARTS OF UNITS AND UNIT VALUES................................................ 8
QUESTIONS AND ANSWERS ABOUT THE CONTRACT.................................................. 10
GENERAL AMERICAN LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNTS......................... 12
General American........................................................................ 12
The Separate Accounts................................................................... 12
GT GLOBAL VARIABLE INVESTMENT FUNDS....................................................... 13
ADDITIONS, DELETIONS OR SUBSTITUTIONS OF INVESTMENTS...................................... 13
THE CONTRACTS............................................................................. 14
Right to Examine........................................................................ 14
Contract Application and Purchase Payments.............................................. 14
Place, Amount and Frequency........................................................... 14
Account Continuation.................................................................. 15
Allocation of Net Purchase Payments................................................... 15
VARIABLE ACCOUNT.......................................................................... 16
Accumulation Units...................................................................... 16
Value of Accumulation Units............................................................. 16
Net Investment Factor................................................................... 16
GUARANTEED INTEREST OPTIONS............................................................... 16
Guarantee Periods....................................................................... 17
Guaranteed Interest Rates............................................................... 17
TRANSFER PRIVILEGE........................................................................ 18
DOLLAR COST AVERAGING..................................................................... 18
PERSONAL PORTFOLIO REBALANCING............................................................ 19
INTEREST SWEEP............................................................................ 19
CONTRACT OWNER INQUIRIES.................................................................. 19
CHARGES AND DEDUCTIONS.................................................................... 20
Administrative Charges.................................................................. 20
Annual Contract Fee................................................................... 20
Transfer Fee.......................................................................... 20
Special Handling Fees................................................................. 20
Surrender Charge........................................................................ 21
Mortality and Expense Risk Charge....................................................... 22
Premium Tax............................................................................. 22
Other Taxes............................................................................. 23
Fees and Expenses of the Funds.......................................................... 23
YIELDS AND TOTAL RETURNS.................................................................. 23
DISTRIBUTIONS UNDER THE CONTRACT.......................................................... 24
Cash Withdrawals........................................................................ 24
Systematic Withdrawal Plan.............................................................. 25
Interest Change Adjustment.............................................................. 25
Annuity Provisions...................................................................... 26
Annuity Date............................................................................ 26
</TABLE>

Prospectus Page 2
<PAGE>

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

Prospectus Page 3
<PAGE>

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

GUARANTEED INTEREST OPTIONS -- One of several investment options in which
General American guarantees the repayment of the principal amount and payment of
a fixed rate of interest, less charges, for a specified Guarantee Period.
Amounts

Prospectus Page 4
<PAGE>

allocated by Contract Owners to a Guaranteed Interest Option will be invested in
General American's Fixed Account.

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

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

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

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

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

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

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

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

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

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

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

Prospectus Page 5
<PAGE>

SUMMARY OF CONTRACT FEES AND
EXPENSES

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

CONTRACT OWNER TRANSACTION EXPENSES

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

SURRENDER CHARGE (CONTINGENT DEFERRED SALES CHARGE): Ten percent (10%) of the
Accumulated Value may be withdrawn without surrender charge each Contract Year.
Twenty percent (20%) of the Accumulated Value may be withdrawn without surrender
charge if no withdrawals were made in the prior Contract Year. The annual free
withdrawal amount will equal the appropriate percentage of the Accumulated Value
on the date that the first partial withdrawal is made in the Contract Year. The
free withdrawal amount does not apply upon full surrender. After a Net Purchase
Payment has been held by the Company for six complete years it may be withdrawn
free of any surrender charge. For Net Purchase Payments held by the Company for
less than six complete years, surrender charges are as follows (expressed as a
percentage of Net Purchase Payments withdrawn):

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

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

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

SEPARATE ACCOUNT ANNUAL EXPENSES:

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

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

<TABLE>
<CAPTION>
INVESTMENT
MANAGEMENT OTHER EXPENSES TOTAL EXPENSES
AND ADMINIS- AFTER REIM- AFTER REIM-
GT GLOBAL TRATION FEES BURSEMENT* BURSEMENT*
- -------------------------- ----------------- --------------- ---------------
<S> <C> <C> <C>
Variable New Pacific Fund 1.00% 0.25% 1.25%
Variable Europe Fund 1.00% 0.25% 1.25%
Variable Latin America
Fund 1.00% 0.25% 1.25%
Variable America Fund** 0.75% 0.23% 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%
</TABLE>

- ------------------
* Figures in the "Other Expenses After Reimbursement" and "Total Expenses
After Reimbursement" columns are restated from the amounts you would have
incurred in 1997 to reflect the fees and reimbursement or waiver
arrangements for 1998. If there had been no reimbursement of expenses and no
expense reductions during 1997, the actual expenses of each Fund, expressed
as a percentage of net assets, with Investment Management and Administration
Fees stated first, then Other Expenses, followed by Total Expenses, would
have been as follows: Variable New Pacific Fund, 1.00%, 0.43%, 1.43%;
Variable Europe Fund, 1.00%, 0.41%, 1.41%; Variable Latin America Fund,
1.00%, 0.40%, 1.40%; Variable International Fund, 1.00%, 1.31%, 2.31%;
Variable Infrastructure Fund, 1.00%, 0.49%, 1.49%; Variable Natural
Resources Fund, 1.00%, 0.42%, 1.42%; Variable Emerging Markets Fund, 1.00%,
0.49%, 1.49%; Variable Growth & Income Fund, 1.00%, 0.27%, 1.27%; Variable
Global Government Income Fund, 0.75%, 0.79%, 1.54%; Variable Strategic
Income Fund, 0.75%, 0.32%, 1.07%; Variable U.S. Government Income Fund,
0.75%, 0.87%, 1.62%; Money Market Fund, 0.50%, 0.29%, 0.79%.

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

Prospectus Page 6
<PAGE>

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

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 88 $ 124 $ 164 $ 305
Variable Europe Division 88 124 164 305
Variable Latin America Division 88 124 164 305
Variable America Division 85 116 151 279
Variable International Division 88 124 164 305
Variable Infrastructure Division 88 124 164 305
Variable Natural Resources
Division 88 124 164 305
Variable Emerging Markets
Division 88 124 164 305
Variable Telecommunications
Division 87 122 160 297
Variable Growth & Income Division 88 124 164 305
Variable Strategic Income
Division 85 117 152 281
Variable Global Government Income
Division 85 117 152 281
Variable U.S. Government Income
Division 85 117 152 281
Money Market Division 83 109 139 255
</TABLE>

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

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 28 $ 84 $ 144 $ 305
Variable Europe Division 28 84 144 305
Variable Latin America Division 28 84 144 305
Variable America Division 25 76 131 279
Variable International Division 28 84 144 305
Variable Infrastructure Division 28 84 144 305
Variable Natural Resources
Division 28 84 144 305
Variable Emerging Markets
Division 28 84 144 305
Variable Telecommunications
Division 27 82 140 297
Variable Growth & Income Division 28 84 144 305
Variable Strategic Income
Division 25 77 132 281
Variable Global Government Income
Division 25 77 132 281
Variable U.S. Government Income
Division 25 77 132 281
Money Market Division 23 69 119 255
</TABLE>

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

<TABLE>
<CAPTION>
GT GLOBAL 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------- ----- ----- ----- -----
<S> <C> <C> <C> <C>
Variable New Pacific Division $ 88 $ 124 $ 144 $ 305
Variable Europe Division 88 124 144 305
Variable Latin America Division 88 124 144 305
Variable America Division 85 116 131 279
Variable International Division 88 124 144 305
Variable Infrastructure Division 88 124 144 305
Variable Natural Resources
Division 88 124 144 305
Variable Emerging Markets
Division 88 124 144 305
Variable Telecommunications
Division 87 122 140 297
Variable Growth & Income Division 88 124 144 305
Variable Strategic Income
Division 85 117 132 281
Variable Global Government Income
Division 85 117 132 281
Variable U.S. Government Income
Division 85 117 132 281
Money Market Division 83 109 119 255
</TABLE>

For the purposes of calculating the values in the above examples, the Company
has translated the administration fees into an annual asset charge of 0.070%,
based on the total annual administrative charges collected in 1997 divided by
the average total assets held under the Contracts offered by this Prospectus.

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

Prospectus Page 7
<PAGE>

HISTORICAL CHARTS OF UNITS AND
UNIT VALUES

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

The initial value of an accumulation unit in Separate Account Twenty-Eight and
Separate Account Twenty-Nine was set as $12.00. The charts below show
accumulation unit values and the numbers of units outstanding from inception of
each Division through December 31, 1997. There can be no assurance that the
future investment performance of these Separate Account Divisions will be
comparable to past performance.

CHART 1 -- SEPARATE ACCOUNT TWENTY-EIGHT

- ------------------
* At inception on February 10, 1993.

CHART 2 -- SEPARATE ACCOUNT TWENTY-NINE

<TABLE>
<CAPTION>
ACCUMULATION TOTAL UNITS
UNIT VALUE: ACCUMULATION OUTSTANDING,
BEGINNING OF UNIT VALUE: END OF PERIOD
YEAR PERIOD END OF PERIOD (IN THOUSANDS)
--------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
Variable New
Pacific Division 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
Division 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
Division 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 Division 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 Division 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 Tele-
communications
Division 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
Division 1997 11.70 12.34 454
1996 10.94 11.70 384
1995 11.22 10.94 314
1994 12.00 11.22 172
</TABLE>

Prospectus Page 8
<PAGE>

CHART 2 -- SEPARATE ACCOUNT TWENTY-NINE (CONT.)

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

Prospectus Page 9
<PAGE>

QUESTIONS AND ANSWERS ABOUT
THE CONTRACT

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

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

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

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

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

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

3. WHAT TYPES OF INVESTMENTS UNDERLIE THE SEPARATE ACCOUNTS?
Currently, the Separate Accounts invest in shares of GT Global Variable
Investment Series and GT Global Variable Investment Trust (together, "GT Global
Variable Investment Funds"). Both are management investment companies offering
access to investments managed by the Manager. A list of the Funds currently
offered is given in the prospectus for the GT Global Variable Investment Funds,
which must accompany this Prospectus.

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

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

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

Prospectus Page 10
<PAGE>

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

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

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

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

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

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

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

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

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

Prospectus Page 11
<PAGE>

GENERAL AMERICAN LIFE INSURANCE
COMPANY AND THE SEPARATE ACCOUNTS

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

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

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

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

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

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

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

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

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

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

Prospectus Page 12
<PAGE>

GT GLOBAL
VARIABLE INVESTMENT FUNDS

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

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

A I M Advisors, Inc. ("A I M") is the investment manager and administrator of
each Fund. INVESCO (NY) Inc. (the "Sub-Adviser") is the investment sub-adviser
and sub-administrator of each Fund. Each Fund pays Investment Management and
Administration Fees to A I M.

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

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

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

ADDITIONS, DELETIONS OR
SUBSTITUTIONS OF INVESTMENTS

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

General American reserves the right, subject to applicable law and to the plans
of Operations for the Separate Accounts, to make additions to, deletions from,
or substitutions for the shares of a Fund that are held or purchased by the
Separate Accounts for the Divisions. General American reserves the right to
eliminate the shares of any of the Funds and to substitute shares of another
Fund of GT Global Variable Investment Funds or of another registered open-end
investment company, if the shares of a Fund are no longer available for
investment, or if in its judgment further investment in any Fund becomes
inappropriate in view of the purposes of the Separate Accounts. General American
will not replace any shares attributable to a Contract Owner's interest in a
Division of the Separate Accounts without at least thirty days Written Notice to
the Contract Owner and prior approval of the SEC, to the extent required by the
1940 Act or other applicable law. Nothing contained in this Prospectus shall
prevent the Separate Accounts from purchasing other securities for other series
or classes of policies, or from permitting a conversion between series or
classes of policies on the basis of requests made by Contract Owners.

General American also reserves the right to establish additional Divisions of
the Separate Accounts, each of which would invest in a new Fund of GT Global
Variable Investment Series or GT Global Variable Investment Trust, or in shares
of another investment company, with a specified investment objective. New
Divisions may be established when, in the sole discretion of General American,
marketing needs or investment conditions warrant, and any new Division will be
made available to existing Contract Owners on a basis to be determined by

Prospectus Page 13
<PAGE>

General American. To the extent approved by the SEC, General American may also
eliminate or combine one or more Divisions, substitute one Division for another
Division, or transfer assets between Divisions if, in its sole discretion,
marketing, tax, or investment conditions warrant.

In the event of a substitution or change, General American may make such changes
it considers necessary in the Contracts by appropriate endorsement. General
American will notify all Contract Owners of any such changes.

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

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

THE CONTRACTS

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

The Contract is available to individuals seeking annuity contracts entitled to
favorable tax treatment under the Code as traditional Individual Retirement
Annuity (IRA) plans and qualified plans under Sections 401 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.

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

CONTRACT APPLICATION AND PURCHASE PAYMENTS

(A) PLACE, AMOUNT AND FREQUENCY

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

The amount of Purchase Payments may vary; however, the Company will not accept
an Initial Purchase Payment which is less than $2,000, and each additional
Purchase Payment must be at least $100.

Prospectus Page 14
<PAGE>

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

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

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

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

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

(B) ACCOUNT CONTINUATION

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

The Net Purchase Payment is that portion of a Purchase Payment which remains
after deduction of any applicable premium or other tax. The initial Net Purchase
Payment will be allocated among the Divisions of the Separate Accounts and
Guarantee Periods of the Fixed Account in accordance with the allocation
percentage specified in the particular Contract Application. The initial
percentages specified in the Contract Application must be in whole percents
totaling 100% and allocate amounts of at least $500 per Division or Guarantee
Period.

Prospectus Page 15
<PAGE>

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

VARIABLE ACCOUNT

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

The number of Accumulation Units to be credited to each account is determined by
dividing the Net Purchase Payment or transfer amount for the account by the
value of an Accumulation Unit for that Division for the Valuation Period during
which the Net Purchase Payment or transfer request is credited. The number of
Accumulation Units in any account will be increased at the end of a Valuation
Period by any Net Purchase Payments allocated to the corresponding Division
during that Valuation Period and by any Accumulated Value transferred to that
Division from another Division or from a Guarantee Period during that Valuation
Period. The number of Accumulation Units in any account will be decreased at the
end of a Valuation Period by any transfers of Accumulated Value out of the
corresponding Division, by any partial withdrawals or surrenders from that
Division, and by any administrative charges or surrender charge deducted from
that Division during that Valuation Period.
VALUE OF ACCUMULATION UNITS
The value of Accumulation Units in each Division will vary from one Valuation
Period to the next depending upon the investment results of that particular
Division. The value of an Accumulation Unit for each Division was arbitrarily
set at $12 for the first Valuation Period. The value of an Accumulation Unit for
any subsequent Valuation Period is determined by multiplying the value of an
Accumulation Unit for the immediately preceding Valuation Period by the net
investment factor for such Division for the Valuation Period for which the value
is being determined.

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

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

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

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

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

GUARANTEED INTEREST OPTIONS

Net Purchase Payments applied to one of the Guaranteed Interest Options will be
invested in the Fixed Account. Interests in the Fixed Account have not, and are
not required to be, registered with the SEC under the 1933 Act, and neither the
Fixed

Prospectus Page 16
<PAGE>

Account nor General American has been registered as an investment company under
the 1940 Act. Therefore, the Fixed Account and interests therein are not
generally subject to regulation under the 1933 Act or the 1940 Act. The
following disclosure relating to the Fixed Account and related Guarantee Periods
is for your information and has not been reviewed by the SEC. Nevertheless, such
disclosure may be subject to certain generally applicable provisions of Federal
securities laws relating to the accuracy and completeness of statements made in
this Prospectus. The Fixed Account may not be available in all jurisdictions.
You should ask your registered representative whether it is an option for you.

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

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

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

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

General American has no specific formula for establishing the Guaranteed
Interest Rates for the Guarantee Periods. The determination may be influenced
by, but not necessarily correspond to,

Prospectus Page 17
<PAGE>

interest rates generally available on the type of investments to be acquired
with the Guarantee Period Amounts. General American, in determining Guaranteed
Interest Rates, may also consider, among other factors, the duration of a
Guarantee Period, regulatory and tax requirements, sales commissions and
administrative expenses borne by General American, and general economic trends.

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

TRANSFER PRIVILEGE

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

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

DOLLAR COST AVERAGING

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

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

The DCA program is intended to permit Contract Owners to utilize "dollar cost
averaging," a long-term investment method which provides for investments to be
made in regular equal installments over time to control the risk of investing at
the top of a market cycle. The Company makes no guarantees that DCA will result
in a profit or protect

Prospectus Page 18
<PAGE>

against loss. Because the DCA program involves continuous investments in the
Divisions regardless of fluctuating unit values of such Divisions, Contract
Owners should consider their financial ability to continue to purchase through
periods of fluctuating unit values. Transfers made under the DCA program are not
taken into account in determining any applicable transfer fee. The Company
reserves the right to modify, suspend, or terminate the DCA program at any time.

PERSONAL PORTFOLIO REBALANCING

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

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

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

INTEREST SWEEP

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

CONTRACT OWNER INQUIRIES

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

Prospectus Page 19
<PAGE>

CHARGES AND DEDUCTIONS

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

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

ADMINISTRATIVE CHARGES

A) ANNUAL CONTRACT FEE

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

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

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

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

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

B) TRANSFER FEE

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

C) SPECIAL HANDLING FEES

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

Prospectus Page 20
<PAGE>

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

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

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

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

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

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

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

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

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

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

See Appendix A for examples of the surrender charge calculation.

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

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

Prospectus Page 21
<PAGE>

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

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

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

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

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

STATE ANNUITY PREMIUM TAX RATES

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

Note: The above annuity premium tax rates are in effect as of January 1, 1998.

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

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

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

Prospectus Page 22
<PAGE>

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

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

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

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

YIELDS AND TOTAL RETURNS

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

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

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

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

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

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

Average annual total return quotations represent the average compounded rates of
return on an initial investment of $1,000 as of the last day of the period for
which the quotations are provided. The report on average annual total return
will show the

Prospectus Page 23
<PAGE>

average percentage change in the value of an investment in the Division,
including any surrender charge that would apply if the Contract is surrendered
at the end of the period, but excluding any deductions for premium tax.

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

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

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

DISTRIBUTIONS UNDER THE CONTRACT

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

CASH WITHDRAWALS
At any time before the Annuity Date and during the lifetime of the Annuitant,
the Contract Owner may elect to receive a cash withdrawal payment from the
Company. Any such election must be in the form of a Written Request and specify
the amount of the withdrawal. It will be effective on the date that it is
received by the Company. Any Written Request received at the Annuity Service
Office before the close of the NYSE (3:00 p.m. St. Louis time) on any Business
Day will be considered received on that Business Day.
The Contract Owner may request a full surrender or a partial withdrawal. A full
surrender will result in a cash withdrawal payment equal to the value of the
Contract Owner's Account at the end of the Valuation Period during which the
election becomes effective, less any applicable administrative charges, interest
change adjustment, and surrender charge. A request for a partial withdrawal will
result in a reduction in the Contract Owner's Accumulated Value equal to the
amount you receive plus any applicable administrative charges, interest change
adjustment and surrender charge. The amount you receive can be less than the
amount requested if the Accumulated Value is insufficient to cover applicable
charges and produce the requested amount. Any withdrawal request cannot exceed
the Accumulated Value of the Contract. Any applicable interest change adjustment
and surrender charge will be calculated based upon the gross amount of
withdrawal. If a partial withdrawal would result in a remaining Accumulated
Value lower than the surrender charges due under the Contract, the partial
withdrawal request will be treated as a full surrender.

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

Prospectus Page 24
<PAGE>

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

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

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

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

The Company, upon request, will provide the Contract Owner with an estimate of
the amounts that would be payable in the event of a full surrender or partial
withdrawal. The Company reserves the right to charge a reasonable fee to recover
the administrative expenses associated with these requests. (See "Special
Handling Fees")

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

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

SYSTEMATIC WITHDRAWAL PLAN
General American administers a systematic withdrawal plan ("SWP") which allows
certain Contract Owners to authorize periodic withdrawals during the
accumulation period. Contract Owners entering into an SWP agreement instruct
General American to withdraw selected amounts from the Contract on a Business
Day coincident with or subsequent to the 25th of a month on a monthly,
quarterly, semiannual or annual basis. In requesting a SWP, the Contract Owner
must specify the amounts to be withdrawn from each Division and Guarantee
Period, if any. If the Contract Owner does not specify, the total amount
including any applicable surrender charges will be deducted from all Divisions
in the ratio that the value of each Division bears to the Accumulated Value
("pro-rata"). If a SWP is to be made from the Fixed Account, the Contract Owner
must instruct the Company from which Guarantee Period the withdrawal is to be
made. Withdrawal will be made on a first-in first-out basis when more than one
Guarantee Period Amount exists within a Guarantee Period. Currently, the SWP is
available to Contract Owners who request a minimum $200 periodic withdrawal.
Amounts withdrawn may be subject to a surrender charge (see "Guaranteed Interest
Options" and "Federal Tax Matters"). Amounts withdrawn from the Fixed Account
will be subject to the interest change adjustment. Withdrawals taken under the
SWP may be subject to the 10% Federal penalty tax on early withdrawals and to
income taxes. (See "Federal Tax Matters") Contract Owners interested in SWP may
obtain an Annuity Service Request Form from their registered representative or
the Annuity Service Office. General American reserves the right to amend the SWP
on thirty days' Written Notice. The SWP may be terminated at any time by the
Contract Owner or General American.

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

Prospectus Page 25
<PAGE>

the gross amount being withdrawn after deductions of any applicable
administrative charges and before deduction of any applicable surrender charge.

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

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

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

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

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

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

In the determination of J, if the Company currently does not offer the
applicable Guarantee Period, then the rate will be determined by using the next
shorter Guarantee Period that is currently being offered. Notwithstanding
application of the foregoing formula, (a) in no event will the ICA be less than
zero, and (b) the gross surrender or withdrawal minus the interest change
adjustment will not be less than the part of the Net Purchase Payment or
transfer amount being withdrawn accumulated at three percent interest compounded
annually since the beginning of the Guarantee Period.

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

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

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

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

ANNUITY OPTIONS

(A) ELECTION OF ANNUITY OPTIONS

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

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

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

(B) THE OPTIONS AVAILABLE

OPTION 1 -- LIFE ANNUITY -- An annuity payable in monthly, quarterly,
semi-annual or annual payments during the lifetime of the Annuitant, ceasing
with the last installment due prior to the

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death of the Annuitant. SINCE THERE IS NO PROVISION FOR A MINIMUM NUMBER OF
PAYMENTS UNDER THIS ANNUITY OPTION, THE PAYEE WOULD RECEIVE ONLY ONE PAYMENT IF
THE ANNUITANT DIED PRIOR TO THE DUE DATE OF THE SECOND PAYMENT, TWO PAYMENTS IF
THE ANNUITANT DIED PRIOR TO THE DUE DATE OF THE THIRD PAYMENT, ETC.

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

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

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

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

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

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

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

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

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

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

General American may defer payment of any cash withdrawal or lump sum death
benefit due from

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the Fixed Account for a period not to exceed six months.

THE BENEFICIARY
The Beneficiary is the person or legal entity that may receive benefits under
the Contract in the event of the Annuitant's or contract Owner's death. (See
"Death Benefits"). The original Beneficiary is named in the Contract
Application. Subject to any assignment of a Contract, the Beneficiary
designation may be changed by the Contract Owner during the lifetime of the
Annuitant by the filing of a Written Request acceptable to General American at
its Annuity Service Office. If Annuity Option 3 (Joint and Survivor Income for
Life) is selected, the designation of the second Annuitant may not be changed
after Annuity Payments begin. If the beneficiary designation is changed, General
American reserves the right to require that the Contract be returned for
endorsement. A Beneficiary who becomes entitled to receive benefits under the
Contract may also designate, in the same manner, a second Beneficiary to receive
any benefits which may become payable under the Contract to him or her by reason
of the primary Beneficiary's death. If a Beneficiary has not been designated by
the Contract Owner or if a Beneficiary so designated is not living on the date a
lump sum death benefit is payable or on the date any Annuity Payments are to be
made, the Beneficiary shall be the Contract Owner's estate.

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

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

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

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

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

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

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

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

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

(D) OTHER PROVISIONS

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

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

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

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

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

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

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

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

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

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

CONTRACTS ISSUED UNDER SECTION 401/457 OF THE CODE

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

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

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

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

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FEDERAL TAX MATTERS

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

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

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

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

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

TAX STATUS OF THE CONTRACTS

(A) DIVERSIFICATION

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

(B) INVESTOR CONTROL

The Treasury Department has from time to time suggested that under some
circumstances the owner of a variable contract will be deemed to be in control
over the investments of a separate account supporting the contract, which may
cause the

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

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

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

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

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

TAXATION OF ANNUITIES

(A) IN GENERAL

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

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

(B) WITHDRAWALS AND SURRENDERS

In the case of a withdrawal under a Qualified Contract, a ratable portion of the
amount received is taxable, generally based on the ratio of the "investment in
the Contract" to the individual's total accrued benefit or the balance under the
retirement plan. The "investment in the Contract" generally equals the amount of
any premium payments paid by or on behalf of any individual with after-tax
dollars. For a Contract issued in connection with

Prospectus Page 31
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qualified plans, the "investment in the Contract" can be zero. This general rule
does not apply to certain types of individual retirement annuities, and other
special tax rules may be available for certain distributions from a Qualified
Contract.

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

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

Although the tax consequences may vary depending on the Annuity Payment elected
under the Contract, in general, only the portion of the Annuity Payment that
represents the amount by which the Accumulated Value exceeds the "investment in
the Contract" will be taxed; after the investment in the Contract is recovered,
the full amount of any additional Annuity Payments is taxable. This general rule
does not apply to certain types of individual retirement annuities, and other
special rules may apply to Qualified Contracts.

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

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

(D) PENALTY TAX

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

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

(E) TAXATION OF DEATH BENEFIT PROCEEDS

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

(F) TRANSFERS, ASSIGNMENTS OR EXCHANGES OF THE CONTRACT

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

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contact a competent tax adviser for advice with respect to the potential tax
effects of such a transaction.

(G) MULTIPLE CONTRACTS

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

(H) WITHHOLDING

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

(I) POSSIBLE CHANGES IN TAXATION

In past years, legislation has been proposed that would have adversely modified
the Federal taxation of certain annuities. As of the date of this Prospectus,
the President's budget for fiscal year 1999 includes proposals that would
directly affect variable annuities, and there is always the possibility that the
tax treatment of annuities could change by legislation or other means (such as
the IRS regulations, revenue rulings, judicial decisions, etc.). Moreover, it is
also possible that any change could be effective prior to the date of any such
change.

(J) OTHER TAX CONSEQUENCES

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

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

INDIVIDUAL RETIREMENT ANNUITIES AND ACCOUNTS
The Contract is designed for use with individual retirement annuities and
individual retirement accounts. Section 408 of the Code permits eligible
individuals to contribute to an individual retirement program known as an
individual retirement annuity or individual retirement account (each hereinafter
referred to as "IRA"). Also, distributions from certain other types of qualified
plans may be "rolled over" on a tax-deferred basis into an IRA. The sale of a
Contract for use with an IRA may be subject to special disclosure requirements
of the Internal Revenue Service. Purchasers of the Contract for use with IRAs
will be provided with supplemental information required by the Internal Revenue
Service or other applicable agency. Such purchasers will have the right to
revoke their purchase within seven days of the earlier of the establishment of
the IRA or their purchase. If a Qualified Contract is issued in connection with
an employer's Simplified Employee Pension ("SEP") or Simple Retirement Account
("SIMPLE") plan,

Prospectus Page 33
<PAGE>

Contract Owners, Annuitants and Beneficiaries are cautioned that the rights of
any person to any benefits under employer plans may be subject to the terms and
conditions of the plans themselves, regardless of the terms and conditions of
the Contract. A Qualified Contract will be amended as necessary to conform to
the requirements of the Code.

Effective January 1, 1998, section 408A of the Code permits certain eligible
individuals to contribute to a Roth IRA, although Roth IRA's are not available
as part of this Contract. Contributions to a Roth IRA, which are subject to
certain limitations, are not deductible and must be made in cash or as a
rollover or transfer from another Roth IRA or other IRA. A rollover from or
conversion of an IRA to a Roth IRA may be subject to tax and other special rules
may apply. You should consult a tax adviser before combining any converted
amounts with any other Roth IRA contributions, including any other conversion
amounts from other tax years. Distributions from a Roth IRA generally are not
taxed, except that, once aggregate distributions exceed contributions to the
Roth IRA, income tax and a ten percent (10%) penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during the five taxable years starting with the year in which the first
contribution is made to the Roth IRA.

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

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

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

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

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

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

Prospectus Page 34
<PAGE>

VOTING RIGHTS

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

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

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

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

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

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

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

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

Prospectus Page 35
<PAGE>

PRINCIPAL UNDERWRITER

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

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

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

Commissions are reduced for contracts issued when the Annuitant's age at Date of
Issue is greater than or equal to attained age 80. From time to time, additional
sales incentives may be provided to selected broker/dealers. In 1997, General
American paid $3,275,258.73 to GT Global.

FINANCIAL STATEMENTS

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

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

Prospectus Page 36
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STATEMENT OF ADDITIONAL INFORMATION

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

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

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

TABLE OF CONTENTS

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

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

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APPENDIX A

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

EXPLANATION OF COLUMNS IN TABLE

COLUMN 1:

Represents Contract Years

COLUMN 2:

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

COLUMN 3:

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

COLUMN 4:

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

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

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

FULL SURRENDER
The total of Column 4, $420, represents the total amount of surrender charge
imposed on Net Purchase Payments in this example. No free amount is allowed upon
full surrender. If the Accumulated Value is $30,000, the amount received upon
surrender would be $29,580, less any applicable interest change adjustment or
administrative fees.
PARTIAL WITHDRAWAL
The sum of amounts in Column 4 for as many Net Purchase Payments as are
liquidated reflects the surrender charge imposed in the case of a partial
withdrawal.

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

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

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

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

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

Prospectus Page 38
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APPENDIX B

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

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

These examples assume the following:

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

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

3) the original amount applied is $10,000

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

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

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

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

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

The ICA factor

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

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

The ICA factor

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

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

The ICA factor

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

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