VEL II ACCOUNT OF ALLMERICA FINANCIAL LIFE INS & ANN CO
497, 1998-01-16
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                                     VEL ACCOUNT
                                 INHEIRITAGE ACCOUNT
                                          OF
                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

          SUPPLEMENT DATED JANUARY 19,1998 TO PROSPECTUS DATED MAY 1, 1997


The following is added as the last paragraph under APPENDIX A -- OPTIONAL
BENEFITS:

GUARANTEED DEATH BENEFIT RIDER 

This rider, WHICH IS AVAILABLE ONLY AT ISSUE, (a) guarantees that your Policy
will not lapse regardless of the performance of the Separate Account and (b)
provides a guaranteed net death benefit. In order to maintain the rider,
certain minimum premium payment tests must be met on each policy anniversary
and within 48 months following the Date of Issue and/or the date of any
increase in Face Amount.  In addition, a one-time administrative charge of
$25 will be deducted from Policy Value when the rider is elected. Certain
transactions, including policy loans, partial withdrawals, and changes in Sum
Insured Options, can result in the termination of the rider. If this rider
is terminated, it cannot be reinstated.

SUPPLEMENT DATED JANUARY 19, 1998 
(VEL 93, Inheiritage, Select Inheiritage)



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