<PAGE>
GENERAL AMERICAN LIFE INSURANCE COMPANY
PROSPECTUS SUPPLEMENT
Dated August 12, 1999
This page supplements General American Life Insurance Company's variable
product prospectuses as set forth below. Please keep this supplement
with your prospectus for future reference.
On August 10, 1999, General American Life Insurance Company consented to
an Order of Administrative Supervision with the Missouri Department of
Insurance. We had advised the Department of our inability to meet
substantial demands for surrenders arising from our institutional
funding agreement business without jeopardizing interest of our other
policyholders. Under the Order, we are allowed to continue our normal
course of business.
In 1993, we formed a marketing relationship with ARM Financial to offer
a highly specialized portfolio of funding agreements to institutional
investors. We ceded 50% of the business to an ARM subsidiary. In June
of this year, ARM put itself up for sale, announcing that it was de-
emphasizing its involvement in the institutional business. This led to
our recapture of the ARM portion of the business, approximately $3.4
billion in assets and related liabilities. Moody's Investor Services
reviewed these events and lowered our financial strength rating from A2
to A3. A significant number of the institutional investors reacted to
Moody's action by recalling their assets. While we are fully
capitalized to meet these obligations, the unexpected volume of recalls
created severe pressure on our liquidity position and the ability to
convert the assets within the tight time frame required. Defaults on
the institutional business caused the rating agencies to rate our
company below investment grade.
We are a well-capitalized company and have adequate assets to meet all
of our obligations, including all obligations arising under your
contract. The Order is designed to allow us to respond to the request
of our funding agreement customers, making certain all obligations are
honored.
