VEL II ACCOUNT OF ALLMERICA FINANCIAL LIFE INS & ANN CO
497, 1996-11-27
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                          PROSPECTUS SUPPLEMENT

            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
            ------------------------------------------------------
                             VEL II ACCOUNT
(Supplement to Prospectus Dated April 30, 1996 and Revised August 30, 1996)

                                 * * *
                                  
                         PREFERRED LOAN OPTION
                         ---------------------
                                  
The following is inserted under the Section "LOAN PRIVILEGE" in the SUMMARY 
and as the last section under POLICY LOANS:

     PREFERRED LOAN OPTION  - A preferred loan option is available under the 
     Policies.  The preferred loan option will be available upon written 
     request. It may be revoked by you at any time. If this option has been 
     selected, after the tenth policy anniversary Policy Value in the General 
     Account equal to the loan amount will be credited with interest at an 
     effective annual yield of at least 7.5%.  Our current practice is to 
     credit a rate of interest equal to the rate being charged for the 
     preferred loan.

     There is some uncertainty as to the tax treatment of preferred loans.  
     Consult a qualified tax adviser (and see "FEDERAL TAX CONSIDERATIONS").  
     THE PREFERRED LOAN OPTION IS NOT AVAILABLE IN ALL STATES.

The following replaces the third paragraph under "FEDERAL TAX CONSIDERATIONS  
- - TAXATION OF THE POLICIES":

     The Company believes that non-preferred loans received under a Policy 
     will be treated as indebtedness of the policy owner for federal income 
     tax purposes.  Under current law, these loans will not constitute
     income for the Policyowner while the Policy is in force (but see 
     "MODIFIED ENDOWMENT POLICIES").  However, there is a risk that a 
     preferred loan may be characterized by the IRS as a withdrawal and 
     taxed accordingly.  At the present time, the IRS has not issued any 
     guidance on whether loans with the attributes of a preferred loan 
     should be treated differently than a non-preferred loan.  This lack of 
     specific guidance makes the tax treatment of preferred loans uncertain.  
     In the event IRS guidelines are issued in the future, you may revoke 
     your request for a preferred loan. 

     Section 264 of the Internal Revenue Code restricts the deduction of 
     interest on Policy loans.  Consumer interest paid on Policy loans under 
     an individually owned Policy is not tax deductible.  No tax deduction
     for interest is allowed on Policy loans exceeding $50,000 in aggregate, 
     if the Insured is an officer or employee of, or is financially 
     interested in, any business carried on by the taxpayer.
                                
                                  * * *
                                
                    TWELVE TRANSFERS WITHOUT CHARGE
                    -------------------------------
                                
The sections "SUMMARY - Transfer Charge," "THE POLICY - Transfer Privilege," 
"CHARGES AND DEDUCTIONS - DOLLAR COST AVERAGING OPTION AND AUTOMATIC 
REBALANCING OPTION," and "MORE INFORMATION ABOUT THE GENERAL ACCOUNT -- 
TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS," are amended to 
indicate that the first twelve transfers of Policy Value in a Policy year, 
rather than the first six transfers, will be free of charge.

                                 * * *

VEL 93
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                        PAID-UP INSURANCE OPTION
                        ------------------------

                                
Effective January 6, 1997, upon written request a Policyowner may exercise a 
paid-up insurance option.  Paid-up life insurance is fixed insurance, usually 
having a reduced face amount,  for the lifetime of the insured with no 
further premiums due.  If the Policyowner elects this option, certain 
Policyowner rights and benefits may be limited.

The paid-up fixed insurance will be in the amount that the surrender value of 
the Policy can purchase for a net single premium at the Insured's age and 
underwriting class on the date this option is elected.    The Company will 
transfer any policy value in the Variable Account to the General Account on 
the date it receives the written request to elect the option.    If the 
surrender value exceeds the net single premium, the Company will pay the 
excess to the Policyowner.  The net single premium is based on the 
Commissioners 1980 Standard Ordinary Mortality Tables, Smoker or Non-Smoker 
(Table B for unisex policies) with increases in the tables for non-standard 
risks.  Interest will not be less than 4.5%.

IF THE PAID-UP INSURANCE OPTION IS ELECTED, THE FOLLOWING POLICYOWNER RIGHTS 
AND BENEFITS WILL BE AFFECTED:

- -     As described above, the paid-up insurance benefit is computed 
      differently from the net death benefit, and the death benefit options 
      will not apply.
- -     The Company will transfer the policy value in the Variable Account to 
      the General Account on the date it receives the written request to 
      elect the option.  The Company  will not allow transfers of policy value
      from the General Account back to the Variable Account.
- -     The Policyowner may not make further payments.
- -     The Policyowner may not increase or decrease the face amount or make 
      partial withdrawals.
- -     Riders will continue only with the Company's consent.

After electing paid-up fixed insurance, the Policyowner may surrender the 
Policy for its net cash value.  The cash value is equal to  the net single 
premium for paid-up insurance at the Insured's attained age.  The net cash 
value is the cash value less any outstanding loans.

                                 * * *






Prospectus Supplement dated November 25, 1996.


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