<PAGE>
Prospectus Supplement
VEL II Separate Account of
Allmerica Financial Life Insurance and Annuity Company
Supplement to Prospectus dated May 1, 1996 and revised August 30, 1996
Due to a typographical error in the Sub-Adviser Fee Table on page 23 of the
prospectus, the Rate for the Select Capital Appreciation Fund for Assets Over
$100 million was incorrectly printed as 0.30%; therefore the Sub-Adviser's
Fee Table is amended to read as follows:
<TABLE>
<CAPTION>
SUB-ADVISER FUND NET ASSET VALUE RATE
----------- ---- --------------- ----
<S> <C> <C> <C>
Janus Capital Corporation Select Capital Appreciation First $100 Million 0.60%
Over $100 Million 0.55%
</TABLE>
* * *
The first paragraph of the Examples on page A-13 under Appendix D--Maximum
Surrender Charge per $1,000 Face Amount is amended to read as follows:
EXAMPLES
For the purposes of these examples, assume that a male, Age 35, non-smoker
purchases a $100,000 Policy. In this example the Guideline Annual Premium
("GAP") equals $1,073.57. His maximum surrender charge is calculated as
follows:
(1) Deferred Administrative Charge $850.00
($8.50/$1,000 of Face Amount)
(2) Deferred Sales Charge $873.62
(49% x 1.660714 GAPs) -------
TOTAL $1,723.62
Maximum Surrender Charge per
Table on page A-11 (16.60 x 100) $1,660.00
Supplement Dated: October 31, 1996
