CANADA LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT 2, 485APOS, 1997-02-28

CANADA LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT 2
485APOS, 1997-02-28

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As filed with the Securities and Exchange Commission on February 28, 1997.

Registration No. 33-64240
811-7776

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Securities and Exchange Commission
Washington, D.C. 20549

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FORM N-4

Registration Statement Under the Securities Act of 1933 X
Pre-Effective Amendment No.

Post-Effective Amendment No.5

and/or

Registration Statement Under the Investment Company Act of 1940 X
Amendment No.5

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CANADA LIFE OF NEW YORK VARIABLE ANNUITY ACCOUNT 2
(Exact Name of Registrant)

CANADA LIFE INSURANCE COMPANY OF NEW YORK
(Name of Depositor)

500 Mamaroneck Avenue
Harrison, New York 10528
(Address of Depositor's Principal Executive Office)
Depositor's Telephone Number: (914) 835-8400

Paul R. McCadam
500 Mamaroneck Avenue
Harrison, New York, 10528
(Name and Address of Agent for Service)

Copy to:
Stephen E. Roth, Esquire
Sutherland, Asbill, & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
---
60 days after filing pursuant to paragraph (a)(i)
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X on May 1, 1997 pursuant to paragraph (a)(i)
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75 days after filing pursuant to paragraph (a)(ii)
---
on ______ pursuant to paragraph (a)(ii) of Rule 485
---

If appropriate check the following box:
___ this Post-Effective Amendment designates a new
effective date for a new effective date for a
previously filed Post-Effective Amendment.

Pursuant to Rule 24f.2(a)(1) under the Investment Company Act of 1940, the
Registrant has registered an indefinite number of shares. The Registrant will
file a Rule 24f-2 Notice before June 30, 1997 for its most recent fiscal year
ended December 31, 1996.

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CROSS REFERENCE SHEET
Pursuant to Rule 481(a)

Showing Location in Part A (Prospectus) and
Part B (Statement of Additional Information) of Registration
Statement of Information Required by Form N-4

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PART A

ITEM OF FORM N-4 PROSPECTUS CAPTION

1. Cover Page Cover Page

2. Definitions DEFINITIONS

3. Synopsis SUMMARY

4. Condensed Financial Information FINANCIAL STATEMENTS

5. General Description of Registrant,
Depositor and Portfolio Companies
a. Depositor THE COMPANY
b. Registrant The Variable Account
c. Portfolio Company The Fund
d. Fund Prospectus The Fund
e. Voting Rights VOTING RIGHTS
f. Administrators N/A

6. Deductions and Expenses Charges Against the Policy, Variable Account, & Fund
a. General Charges Against the Policy, Variable Account, & Fund
b. Sales Load % Charges Against the Policy, Variable Account, & Fund -
Surrender Charge
c. Special Purchase Plan N/A
d. Commissions DISTRIBUTION OF POLICIES
e. Expenses - Registrant Charges Against the Policy, Variable Account, & Fund
f. Fund Expenses Charges Against the Policy, Variable Account, & Fund - Other
Charges Including Investment Management Fees
g. Organizational Expenses N/A

7. General Description of Variable
Annuity Contracts
a. Persons with Rights DEFINITIONS - Owner, Joint Owner; Payment of Proceeds; Payment
Options; Partial Withdrawals; Other Policy Provisions; VOTING
RIGHTS
b. (i) Allocation of Premium Payments Premiums
(ii) Transfers Transfers; Payment of Benefits, Partial Withdrawals, Cash
Surrenders, & Transfers - Postponement
(iii) Exchanges N/A
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c. Changes Reserved Rights
d. Inquiries SUMMARY - Questions

8. Annuity Period Payment Options

9. Death Benefit Payment of Proceeds; Payment of Benefits, Partial Withdrawals, Cash
Surrenders, & Transfers - Postponement; Payment Options

10. Purchases and Contract Value
a. Purchases Premiums
b. Valuation Variable Account Value
c. Daily Calculation Variable Account Value
d. Underwriter DISTRIBUTION OF POLICIES

11. Redemptions
a. - By Owners Payment of Proceeds - Proceeds on Surrender; Partial Withdrawals;
Payment of Benefits, Partial Withdrawals, Cash Surrenders, &
Transfers - Postponement
- By Annuitant Payment of Proceeds - Proceeds on Death of Last Surviving Annuitant
Before Annuity Date or Maturity Date; Payment Options
b. Texas ORP N/A
c. Check Delay Payment of Benefits, Partial Withdrawals, Cash Surrenders, &
Transfers - Postponement
d. Lapse Premiums - Termination
e. Free Look Ten Day Right to Examine the Policy

12. Taxes Charges Against the Policy, Variable Account, & Fund - Taxes;
FEDERAL TAX STATUS

13. Legal Proceedings LEGAL PROCEEDINGS

14. Table of Contents of the Statement of STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS
Additional Information

PART B

ITEM OF FORM N-4 STATEMENT OF ADDITIONAL INFORMATION CAPTION
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15. Cover Page Cover Page

16. Table of Contents STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

17. General Information and History See Prospectus - THE COMPANY; THE VARIABLE ACCOUNT AND THE FUND

18. Services
a. Fees and Expenses of Registrant N/A
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b. Management Contract N/A
c. Custodian SAFEKEEPING OF ACCOUNT ASSETS
d. Independent Public Accountant EXPERTS
e. Assets of Registrant SAFEKEEPING OF ACCOUNT ASSETS
f. Affiliated Persons N/A
g. Principal Underwriter See Prospectus - DISTRIBUTION OF POLICIES

19. Purchase of Securities Being Offered See Prospectus - DISTRIBUTION OF POLICIES

20. Underwriter See Prospectus - DISTRIBUTION OF POLICIES

21. Calculation of Performance Data CALCULATION OF YIELDS AND TOTAL RETURNS

22. Annuity Payments See Prospectus - Payment Options

23. Financial Statements FINANCIAL STATEMENTS
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PART A

INFORMATION REQUIRED TO BE IN THE PROSPECTUS

<PAGE> 6
CANADA LIFE INSURANCE COMPANY OF NEW YORK
HOME OFFICE: 500 MAMARONECK AVENUE, HARRISON, NEW YORK 10528
PHONE: (914) 835-8400

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PROSPECTUS
VARIABLE ANNUITY ACCOUNT 2
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY

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This Prospectus describes the flexible premium variable deferred annuity policy
(the "policy") offered by Canada Life Insurance Company of New York ("we,"
"our," or "us"), a stock life insurance company domiciled in New York which is a
wholly-owned subsidiary of The Canada Life Assurance Company. The policy is
designed for use in connection with retirement plans which may or may not
qualify for special federal income tax treatment.

The owner ("you") may allocate net premiums when paid and policy value among the
twelve sub-accounts of the Canada Life of New YorkVariable Annuity Account 2
(the "Variable Account") and the Fixed Account. The Fixed Account guarantees a
minimum fixed rate of interest for specified periods of time, currently one
year, three years, five years, seven years and ten years (each a "Guarantee
Period"). The Fixed Account is part of our general account and may not be
available in all states. Assets of each sub-account are invested in a
corresponding portfolio of Seligman Portfolios, Inc. (the "Fund"), a Maryland
corporation that is a diversified open-end investment company which uses the
investment management services of J. & W. Seligman & Co. Incorporated (the
International, Global Smaller Companies, Global Technology and Global Growth
Opportunities Portfolios use the sub-advisory services of Seligman Henderson
Co.). The Fund has twelve portfolios: Capital; Cash Management; Common Stock;
Bond; Income;International; Communications and Information; Frontier; Global
Smaller Companies; High-Yield Bond; Global Technology; and Global Growth
Opportunities. The policy value prior to the annuity date or maturity date,
except for amounts in the Fixed Account, will vary according to the investment
performance of the portfolio of the Fund in which your elected sub-accounts are
invested. You bear the entire investment risk on amounts allocated to the
Variable Account. Except in the case of the one year Guarantee Period, policy
value and other values provided by this policy, when based on the Fixed Account,
are subject to a Market Value Adjustment, the operation of which may result in
upward or downward adjustments of amounts withdrawn, surrendered, or transferred
but net premiums and policy value allocated to the Fixed Account are guaranteed
to earn interest at an annual rate of at least three percent.

This Prospectus sets forth basic information about the policy, the Variable
Account, and the Fixed Account that a prospective investor ought to know before
investing. Additional information about the policy and the Variable Account is
contained in the Statement of Additional Information, which has been filed with
the Securities and Exchange Commission. The Statement of Additional Information
is dated the same date as this Prospectus and is incorporated herein by
reference. The Table of Contents for the Statement of Additional Information is
on page of this Prospectus. You may obtain a copy of the Statement of
Additional Information free of charge by writing or calling us at the address
or phone number shown above.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. THIS
PROSPECTUS MUST BE ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE FUND.

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

The date of this Prospectus is May 1, 1997

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TABLE OF CONTENTS

PAGE
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DEFINITIONS...................................................
SUMMARY.......................................................
TABLE OF EXPENSES.............................................
CONDENSED FINANCIAL INFORMATION...............................
THE COMPANY...................................................
THE VARIABLE ACCOUNT AND THE FUND.............................
The Variable Account......................................
The Fund..................................................
Seligman Capital Portfolio............................
Seligman Cash Management Portfolio....................
Seligman Common Stock Portfolio.......................
Seligman Communications and Information Portfolio.....
Seligman
Bond Portfolio........................................
Seligman Frontier Portfolio...........................
Seligman Henderson Global Growth Opportunities
Portfolio.............................................
Seligman Henderson International Portfolio
Seligman Henderson Global Smaller
Companies Portfolio..............................
Seligman Henderson Global Technology..................
Seligman High-Yield Bond Portfolio....................
Seligman Income Portfolio.............................
Reserved Rights...........................................
Change in Investment Policy...............................
The Fixed Account.........................................
Guarantee Amount....................................
Guarantee Periods...................................
Market Value Adjustment.............................
DESCRIPTION OF ANNUITY POLICY.................................
Ten Day Right to Examine the Policy.......................
Premiums..................................................
Initial Premium.......................................
Additional Premiums...................................
Wire Transmittal Privilege............................
Electronic Data Transmission of
Application Information...........................
Net Premium Allocation................................
Termination...........................................
Variable Account Value....................................
Units.................................................
Unit Value............................................
Net Investment Factor.................................
Transfers.................................................
Transfer Privilege....................................
Telephone Transfer Privilege..........................
Dollar Cost Averaging Privilege.......................
Restrictions on Transfers From
Fixed Account....................................
Transfer Processing Fee...............................
Payment of Proceeds.......................................
Proceeds..............................................
Proceeds on Annuity Date or Maturity Date.............
Proceeds on Surrender.................................
Proceeds on Death Of Last Surviving
Annuitant Before Annuity Date or Maturity Date
(The Death Benefit)...............................
Proceeds on Death of Any Owner Before or
After Annuity Date or Maturity Date...............
Partial Withdrawals.......................................
Systematic Withdrawal Privilege.......................
Seligman Time Horizon Matrix(SM).........................
Portfolio Rebalancing.....................................
Loans.....................................................
Payment of Benefits, Partial Withdrawals, Cash
Surrenders, & Transfers - Postponement
Charges Against the Policy, Variable Account, and Fund....
Surrender Charge......................................
Policy Administration Charge..........................
Daily Administration Fee..............................
Transfer Processing Fee...............................
Annualized Mortality and Expense Risk Charge..........
Waiver of Surrender Charges...........................
Reduction or Elimination of Surrender Charges.........
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Reduction or Elimination of Policy Administration
Charge............................................
Taxes.................................................
Other Charges Including Investment Management Fees....
Payment Options...........................................
Election of Options...................................
Description of Payment Options........................
Payment Dates.........................................
Age and Survival of Payee.............................
Death of Payee........................................
Other Policy Provisions...................................
Owner or Joint Owner..................................
Beneficiary...........................................
Written Notice........................................
Periodic Reports......................................
Assignment............................................
Modification..........................................

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YIELDS AND TOTAL RETURNS......................................
TAX DEFERRAL..................................................
FEDERAL TAX STATUS............................................
Introduction..............................................
The Company's Tax Status..................................
Tax Status of the Policy..................................
Diversification Requirements..........................
Required Distributions................................
Taxation of Annuities.....................................
In General............................................
Withdrawals/Distributions.............................
Annuity Payments......................................
Taxation of Death Benefit Proceeds....................
Penalty Tax on Certain Withdrawals....................
Transfers, Assignments, or Exchanges of a Policy..........
Withholding...............................................
Multiple Policies.........................................
Possible Tax Changes......................................
Taxation of Qualified Plans...............................
Individual Retirement Annuities and
Simplified
Employee Pensions (SEP/IRAs)......................
Minimum Distribution Requirements ("MDR") for IRA.....
Corporate and Self-Employed (H.R.10 and
Keogh)
Pension and Profit-Sharing Plans..................
Deferred Compensation Plans...........................
Tax-Sheltered Annuity Plans...........................
Other Tax Consequences....................................
DISTRIBUTION OF POLICIES......................................
LEGAL PROCEEDINGS.............................................
VOTING RIGHTS.................................................
FINANCIAL STATEMENTS..........................................
STATEMENT OF ADDITIONAL INFORMATION TABLE
OF CONTENTS.................................................
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<PAGE> 10

DEFINITIONS

ANNUITANT: Any natural person whose life is used to determine the duration of
any payments made under a payment option involving life contingencies. The term
annuitant also includes any co-annuitant, a term used to refer to more than one
annuitant.

ANNUITY DATE: The date when the policy value will be applied under an annuity
payment option.

BENEFICIARY: The person to whom we will pay the proceeds payable on your death
or on the death of the last surviving annuitant.

CASH SURRENDER VALUE: The policy value less: 1) any applicable surrender
charge; and 2) the policy administration charge; and 3) any applicable market
value adjustment.

CO-ANNUITANT: A term used solely for the purpose of referring to more than one
annuitant. There is no other distinction between the terms annuitant and
co-annuitant. A co-annuitant: 1) is allowed but not required under a
nonqualified policy; and 2) is not allowed under a qualified policy, and any
designation of a co-annuitant under a qualified policy will be of no effect.

COMPANY: Canada Life Insurance Company of New York.

DUE PROOF OF DEATH: Proof of death that is satisfactory to us. Such proof may
consist of: 1) a certified copy of the death certificate; or 2) a certified copy
of the decree of a court of competent jurisdiction as to the finding of death.

EFFECTIVE DATE: The date the policy is effective is the date we accept your
application and apply your initial premium.

FIXED ACCOUNT: Part of our general account that provides a Guaranteed Interest
Rate for a specified Guarantee Period. This account is not part of and does not
depend on the investment performance of the Variable Account.

FUND: Seligman Portfolios, Inc., a diversified open-end investment company that
offers shares in twelve portfolios of shares in which the corresponding
sub-accounts of the Variable Account are invested.

JOINT OWNER: A term used solely for the purpose of referring to more than one
owner. There is no other distinction between the terms owner and joint owner.

GUARANTEE AMOUNT: Before the Annuity Date, the amount equal to that part of any
net premium allocated to or policy value transferred to the Fixed Account for a
designated Guarantee Period with a particular expiration date (including
interest thereon) less any withdrawals (including any applicable surrender
charges, any applicable Market Value Adjustment and any applicable premium tax
charge) or transfers (including any applicable Market Value Adjustments)
therefrom.

GUARANTEE PERIOD: A specific number of years for which we agree to credit a
particular effective annual rate of interest. We currently offer Guarantee
Periods of one, three, five, seven and ten years.

GUARANTEED INTEREST RATE: The applicable effective annual rate of interest that
we will pay on a Guarantee Amount. The Guaranteed Interest Rate will be at least
three percent per year.

HOME OFFICE: Our office at the address shown on page 1 of the Prospectus. This
is our mailing address.

LAST SURVIVING ANNUITANT: The annuitant or co-annuitant that survives the other.

MARKET VALUE ADJUSTMENT: A positive or negative adjustment that may apply to
any portion of a Guarantee Amount upon the surrender, withdrawal, or transfer
of such portion of the Guarantee Amount before the expiration of the Guarantee
Period applicable to that Guarantee Amount.

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<PAGE> 11

MATURITY DATE: The first day of the month after any annuitant's 85th birthday
(90th birthday pending regulatory approval).

NET PREMIUMS: The premium paid less any premium tax deducted in the year the
premium is paid. Currently, no premium tax is levied in New York.

NONQUALIFIED POLICY: A policy that is not a "qualified" policy under the
Internal Revenue Code of 1986, as amended (the "Code"). See "FEDERAL TAX STATUS"
on page __.

OWNER: The owner is entitled to exercise all rights and privileges provided the
owner in the policy. The term owner also includes any joint owner.

PAC: Pre-authorized check, including electronic fund transfers.

POLICY: One of the flexible premium variable deferred annuity policies offered
by this Prospectus.

POLICY VALUE: The sum of the Variable Account value and the Fixed Account value.

POLICY DATE, YEARS, MONTHS, and ANNIVERSARIES: Are measured from the policy date
shown in the "Policy Details" of the policy.

QUALIFIED POLICY: A policy that is issued in connection with plans that receive
special federal income tax treatment under sections 401, 403(a), 403(b), 408 or
457 of the Code. See "FEDERAL TAX STATUS" on page

SUB-ACCOUNT: The Variable Account has twelve sub-accounts: Capital; Cash
Management; Common Stock; Fixed Income Securities; Income; Global;
Communications and Information; Frontier; Global Smaller Companies; High-Yield
Bond; Global Technology; and Global Growth Opportunities. The assets of these
sub-accounts are invested in the corresponding portfolio of the Fund.

UNIT: A unit is a measurement used in the determination of the policy's Variable
Account value before the annuity date or maturity date.

VALUATION DAY: Each day the New York Stock Exchange is open for trading, except
for the business day after Christmas.

VALUATION PERIOD: The period beginning at the close of business on a valuation
day and ending at the close of business on the next succeeding valuation day.
The close of business is when the New York Stock Exchange closes (usually at
4:00 P.M. Eastern Time).

VARIABLE ACCOUNT: The Canada Life of America Variable Annuity Account II.

WE, OUR, and US: Canada Life Insurance Company of New York.

WRITTEN NOTICE: See the "Written Notice" provision on page __ in the "Other
Policy Provisions" section of this Prospectus.

YOU or YOUR: The owner. See the definitions of "Owner" and "Joint Owner" above.

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SUMMARY

TEN DAY RIGHT TO EXAMINE POLICY

You have ten days after you receive the policy to decide if the policy meets
your needs and if the policy does not meet your needs to return the policy to
our Home Office. We will promptly return the policy value within seven days.
When the policy is issued as an Individual Retirement Annuity, during the first
seven days of the ten day period, we will return all premiums if this is greater
than the amount otherwise payable.

PREMIUMS

The minimum initial premium is $5,000 ($600 if the policy is an Individual
Retirement Annuity, but we reserve the right to lower or raise the minimum
premium for IRAs). However, the minimum initial premium is $100 ($50 if the
policy is an Individual Retirement Annuity) if submitted with a pre-authorized
check ("PAC") agreement. You may make additional premium payments during the
annuitant's lifetime and before the annuity date or maturity date. The minimum
additional premium is $600, or $50 per month if paid by PAC. Our prior approval
is required before your total premiums paid exceed $1,000,000. You may allocate
your net premiums among the sub-accounts of the Variable Account and the Fixed
Account. See "Premiums" on page__ .

THE VARIABLE ACCOUNT

The Variable Account is a separate investment account consisting of twelve
sub-accounts. The policy value before the annuity date or maturity date, except
for amounts in the Fixed Account, will vary according to the investment
performance of the portfolios of the Fund in which your elected sub-accounts are
invested. See "The Variable Account" on page .

THE FUND

The assets of each sub-account are invested in the corresponding portfolios of
the Fund. The Fund currently offer twelve portfolios: Seligman Capital; Seligman
Cash Management; Seligman Common Stock; Seligman Bond; Seligman Income; Seligman
Henderson International; Seligman Communications and Information; Seligman
Frontier; Seligman Henderson Global Smaller Companies; Seligman High-Yield Bond;
Seligman Henderson Global Technology; and Seligman Henderson Global Growth
Opportunities. The Fund is a diversified, open-end investment company. See "The
Fund" on page__ .

THE FIXED ACCOUNT

The Fixed Account is not part of and does not depend on the investment
performance of the Variable Account. Under the Fixed Account you may allocate
all or a portion of net premium payments and transfer policy value among several
Guarantee Periods selected by you. We currently offer Guarantee Periods with
durations of one, three, five, seven, and ten years. If the amount allocated or
transferred remains in a Guarantee Period until the expiration date of a
Guarantee Period, its value will be equal to the amount originally allocated or
transferred, multiplied on an annually compounded based, by its Guaranteed
Interest Rate. Except for the one year account, any surrender, withdrawal, or
transfer will be subject to a Market Value Adjustment that may increase or
decrease the Guarantee Amount (or portion thereof) being surrendered, withdrawn,
or transferred. Because of this adjustment and for other reasons, the amount
payable upon surrender, withdrawal, or transfer may be greater or less than the
Guarantee Amount at the time of the transaction. However, the Market Value
Adjustment will never reduce the earnings on amounts allocated to the Fixed
Account to less than three percent per year. The Market Value Adjustment does
not apply to amounts surrendered, withdrawn, or transferred from the one year
Guarantee Period (See "THE FIXED ACCOUNT - Market Value Adjustment").

TRANSFERS

You may transfer all or part of an amount in a sub-account or the Fixed Account
to another sub-account(s) or the Fixed Account, subject to certain restrictions.
See "Transfers" on page__ .

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DEATH BENEFIT

If we receive due proof of death of the last surviving annuitant before the
annuity date or maturity date ("such due proof"), we will pay the beneficiary a
death benefit.

THE FOLLOWING APPLIES ONLY TO CERTAIN POLICIES ISSUED ON OR AFTER MAY 1,
1996 AS APPLICABLE REGULATORY APPROVALS ARE OBTAINED IN THE JURISDICTION IN
WHICH THE POLICIES ARE OFFERED:

If we receive such due proof during the first five years, the death benefit
is the greater of:

1. the premiums paid, less: a) any partial withdrawals, including
applicable surrender charges; and b) any incurred taxes; or
2. the policy value on the date we receive due proof of the
annuitant's death.

If we receive such due proof after the first five policy years, the death
benefit is the greatest of:

1. item "1" above; or
2. item "2" above; or
3. the policy value at the end of the most recent 5 policy year
period preceding the date we receive due proof of the
annuitant's death, adjusted for any of the following items
that occur after such last 5 policy year period: a) less any
partial withdrawals, including applicable surrender charges;
b) less any incurred taxes; and c) plus any premiums paid. The
5 policy year periods are measured from the policy date (i.e.,
5, 10, 15, 20, etc.).

If on the date the policy was issued, all annuitants were attained age 80 or
less, then after any annuitant attains age 81, the death benefit is the
greater of items "1" or "2" above. However, if on the date the policy was
issued, any annuitant was attained age 81 or more, then the death benefit is
the policy value.

THE FOLLOWING APPLIES ONLY TO CONTRACTS ISSUED PRIOR TO MAY 1, 1996 OR SUCH
LATER DATE AS APPLICABLE REGULATORY APPROVALS ARE OBTAINED IN THE
JURISDICTION IN WHICH THE CONTRACTS ARE OFFERED.

If we receive such due proof during the first seven policy years, the death
benefit is the greater of:

If we receive such due proof after the first seven policy years, the death
benefit is the greatest of:

1. item "1." above; or
2. item "2." above; or

3. the policy value at the end of the most recent 7 policy year
period preceding the date we receive due proof of the annuitant's
death, adjusted for any of the following items that occur after
such last 7 policy year period: a) less any partial withdrawals,
including applicable surrender charges; b) less any incurred
taxes; and c) plus any premiums paid. The 7 policy year periods
are measured from the policy date (i.e., 7, 14, 21, 28, etc.). For
policies issued from May 1, 1995 through April 30, 1996, no
further step-ups in Death Benefits will occur after any
annuitant's age of 80.

No death benefit is payable if the policy is surrendered before the last
surviving annuitant's death.

See "Proceeds on Death of Last Surviving Annuitant Before Annuity Date or
Maturity Date" on page__ .

PARTIAL WITHDRAWALS AND CASH SURRENDERS

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You may withdraw part or all of the cash surrender value at any time before the
earlier of the death of the last surviving annuitant, the annuity date or the
maturity date, subject to certain limitations. See "The Fixed Account" on pages
__and__,"Partial Withdrawals" on page __ and "Proceeds on Surrender" on page__.
Partial withdrawals and cash surrenders may be subject to federal income tax,
including a penalty tax. See "FEDERAL TAX STATUS" on page__.

POLICY CHARGES

No deduction for a sales charge is made when premiums are paid. However, a
surrender charge (contingent deferred sales charge) will be deducted when
certain partial withdrawals and cash surrenders are made. For the purpose of
determining if any surrender charge applies and the amount of such charge,
partial withdrawals and surrenders are taken according to these rules from
policy value attributable to premiums or investment earnings in the following
order:

SURRENDER CHARGE

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1. Up to 100% of positive investment earnings of each variable sub-account available
at the time the request is made, once a policy year, PLUS...................................None
2. Up to 100% of current policy year's interest on the FIXED ACCOUNT at the time the
request for surrender/withdrawal is made, once a policy year, PLUS..........................None
3. Up to 10% of total premiums STILL SUBJECT TO A SURRENDER CHARGE, once a policy
year, PLUS..................................................................................None
4. Up to 100% of those premiums NOT SUBJECT TO A SURRENDER CHARGE, available
at any time.................................................................................None
5. Premiums subject to a surrender charge:
Policy Years Since Premium Was Paid
Less than 1..............................................................................6%
At least 1, but less than 2..............................................................6%
At least 2, but less than 3..............................................................5%
At least 3, but less than 4..............................................................5%
At least 4, but less than 5..............................................................4%
At least 5, but less than 6..............................................................3%
At least 6, but less than 7..............................................................2%
At least 7.............................................................................None
</TABLE>

See "Surrender Charge" on page__.

We deduct a policy administration charge of $30 for the prior policy year on
each policy anniversary. If the policy value on the policy anniversary is
$75,000 or more, we will waive the policy administration charge for the prior
policy year. We will also deduct this charge for the current policy year if the
policy is surrendered for its cash surrender value, unless the surrender occurs
on the policy anniversary. See "Policy Administration Charge" on page__.

At each valuation period, we also deduct a daily administration fee at an
effective annual rate of 0.35% from the assets of the Variable Account. See
"Daily Administration Fee" on page__.

The first 12 transfers during each policy year are free under our current
Company policy, which we reserve the right to change. Although, we do not
currently charge for transfers exceeding 12, we reserve the right to charge a
fee of $25 per transfer. See "Transfer Processing Fee" on page__.

We deduct a mortality and expense risk charge at each valuation period from the
assets of the Variable Account at an effective annual rate of 1.25%. This charge
is not made after the annuity date or maturity date, or against any amounts in
the Fixed Account. See "Annualized Mortality and Expense Risk Charge" on page__.

No premium tax is currently payable under New York law. We reserve the right to
deduct any premium taxes payable in respect of future premiums in the event New
York law should change. See "Taxes" on page __.

9
<PAGE> 15

Each portfolio of the Fund in which the Variable Account invests is responsible
for its own expenses. In addition, charges for investment management services
are charged daily from each portfolio of the Fund as a percentage of the average
net assets of the portfolios, as follows: 0.40% for Capital, Cash Management
(currently waived), Common Stock, Bond, and Income; 0.75% for Communications and
Information, and Frontier; 1.00% for International, Global Smaller Companies,
Global Technology and Global Growth Opportunities; and 0.50% for High-Yield
Bond. See "Other Charges Including Investment Management Fees" on page __ and
the attached "PROSPECTUS FOR THE FUND."

LOANS

ANNUITY DATE, MATURITY DATE AND PAYMENT OPTIONS

On the annuity date, we will apply the policy value under Payment Option 1,
unless you have elected to receive the cash surrender value in a lump sum, or
pursuant to a mutually agreed upon payment option, Payment Option 2. Payments
under these payment options do not depend on the Variable Account's investment
performance. The proceeds we will pay on the maturity date is the policy value.
The payment options are: 1) Life Income with Payments for 10 Years Certain; and
2) Mutual Agreement. See "Payment Options" on page__.

OTHER POLICY PROVISIONS

For information concerning the owner, beneficiary, written notice, periodic
policy reports, assignment, and modification see "Other Policy Provisions" on
page__.

FEDERAL TAX STATUS

For a brief discussion of our current understanding of the federal tax laws
concerning us and the annuity policies we issue see "FEDERAL TAX STATUS" on
page__.

QUESTIONS

We will be happy to answer your questions about the policy or our procedures.
Call or write to us at the phone number or address on page one. All inquiries
should include the policy number, and the names of the owner and the annuitant.

TABLE OF EXPENSES

EXPENSE DATA

The following information regarding expenses assumes that the entire policy
value is in the Variable Account.

POLICYOWNER TRANSACTION EXPENSES*

<TABLE>
<CAPTION>
<S> <C>
Sales load on purchase payments.......................................................................................None
Maximum contingent deferred sales charge as a percentage of amount surrendered
(10% of total premiums still subject to a surrender charge are free of any sales load.
Transfer fee
Current policy - First 12 transfers each policy year:.............................................................No fee

</TABLE>

<PAGE> 16

<TABLE>
<CAPTION>
<S> <C>
Each transfer thereafter:.......................................................................................No fee**

POLICY ADMINISTRATION CHARGE
Per policy per policy year:.............................................................................................$30
(waived for the prior policy year if the policy value is $75,000 or more on the policy anniversary)

VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of account value)
Mortality and expense risk charges....................................................................................1.25%
Effective annual rate of daily administration fee.................................................................... 0.35%
Total Variable Account annual expenses................................................................................1.60%

SELIGMAN PORTFOLIOS, INC. (THE "FUND")
ANNUAL EXPENSES
(as a percentage of average net assets)
</TABLE>

<TABLE>
<CAPTION>
MANAGEMENT OTHER EXPENSES TOTAL ANNUAL
REIMBURSEMENT*** EXPENSES AFTER EXPENSE FEES
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capital 0.40% 0.19% 0.59%
Cash Management 0.00% 0.00% 0.00%
Common Stock 0.40% 0.13% 0.53%
Bond 0.40% 0.20% 0.60%
Income 0.40% 0.19% 0.59%
International 1.00% 0.40% 1.40%
Communications and Information 0.75% 0.12% 0.87%
Frontier 0.75% 0.17% 0.92%
Global Smaller Companies 1.00% 0.40% 1.40%
High-Yield Bond 0.50% 0.20% 0.70%
Global Technology 1.00% 0.40% 1.40%
Global Growth Opportunities 1.00% 0.40% 1.40%
</TABLE>

* In addition to the policyowner transaction expenses reflected in the table,
a Market Value Adjustment applies to the Guarantee Amount subject to
surrender, withdrawal, or transfer except during the 30 days following the
expiration of a Guarantee Period. Because of this adjustment and for other
reasons, the amount payable upon surrender, withdrawal, or transfer may be
greater or less than the Guarantee Amount at the time of the transaction.
The Market Value Adjustment, however, will never reduce the earnings on
amounts allocated to the Fixed Account to less than three percent per year
and does not apply to amounts surrendered, withdrawn, or transferred from
the one year Guarantee Period.

** Although we do not currently charge for transfers exceeding 12, we reserve
the right to charge a $25 fee per transfer.

*** The above table is intended to assist the policyowner in understanding the
costs and expenses that will be borne, under the policy, directly or
indirectly. These include the expenses of the Fund. The 0.00% following
"Management Fees" under Cash Management is based on the fact that the
Manager, in its sole discretion, waived its fee of 0.40% during 1996. There
is no assurance that the Manager will continue

<PAGE> 17

this policy in the future. In the event that this waiver is
discontinued, this will be reflected in an updated prospectus.
With respect to all portfolios of the Fund except International,
Global Smaller Companies, Global Technology and Global Growth
Opportunities, the % (% under Cash Management) listed following "Other
expenses after expense reimbursement" is based on the fact that the
Fund expenses, other than the management fee, exceeding 0.20% (0.00%
under Cash Management) will be reimbursed by the Fund's Manager by
voluntary agreement of the Manager. There is no assurance that the
Manager will continue this policy in the future. With respect to
International, Global Smaller Companies, Global Technology and Global
Growth Opportunities, the Sub-Advisor has agreed to reimburse annual
expenses (other than the management fee) that exceed 0.40% of average
net assets. There is no assurance that the Manager and the Sub-Advisor
will continue this policy in the future. In the event that any of
these waivers and reimbursements are discontinued, this will be
reflected in an updated prospectus. Absent such a reimbursement, the
Fund's "Other Expenses" would be higher, and during 1996 would have
been: Cash Management 0.23%; Bond 0.39%; International 1.30%; Global
Smaller Companies 0.90%; and High-Yield Bond 0.38%. The High-Yield
Bond Portfolio commenced operations on May 1, 1995. Expenses for
Capital, Common Stock, Communications and Information, Frontier, and
Income did not exceed the reimbursement level of 0.20%. The Global
Technology and Global Growth Opportunities Portfolios commenced
operations on May 1, 1996. In the absence of any expense
reimbursement, the annualized "Other Expenses" for the Global
Technology and Global Growth Opportunities Portfolios were 3.71% and
5.04% respectively.

The data with respect to the Fund's annual expenses have been provided to us by
the Fund and we have not independently verified such data.

See "Charges Against the Policy, Variable Account, and Fund," page__, and the
Prospectus for the Fund.

12
<PAGE> 18

EXAMPLES

A policyowner would pay the following expenses on a $1,000 investment, assuming
a 5% annual return on assets:

1. If the policy is surrendered at the end of the applicable time period:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 Year 3 Year 5 Year 10 Year
----------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Capital
$77 $116 $157 $260
Cash Management $71 $ 98 $127 $198
Common Stock $76 $114 $154 $254
Bond $77 $116 $158 $261
Income $77 $116 $157 $260
International $85 $140 $197 $339
Communications and Information $80 $124 $171 $288
Frontier $80 $126 $174 $293
Global Smaller Companies $85 $140 $197 $339
High-Yield Bond $78 $119 $163 $271
Global Technology $85 $140 $197 $339
Global Growth Opportunities $85 $140 $197 $339
</TABLE>

2. If the policy is annuitized or not surrendered at the end of the
applicable time period:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 Year 5 Year 10 Year
- ----------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Capital $23 $71 $121 $260
Cash Management $17 $53 $91 $198
</TABLE>

<PAGE> 19

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Common Stock $22 $69 $118 $254
Bond $23 $71 $122 $261
Income $23 $71 $121 $260
International $31 $95 $161 $339
Communications and Information $26 $79 $135 $288
Frontier $26 $81 $138 $293
Global Smaller Companies $31 $95 $161 $339
High-Yield Bond $24 $74 $127 $271
Global Technology $31 $95 $161 $339
Global Growth Opportunities $31 $95 $161 $339
</TABLE>

The examples provided above assume that no transfer charges have been assessed.
The examples also reflect a policy administration charge of .08% of assets,
determined by dividing the total policy administration charge collected by the
total average net assets of the sub-accounts of the Variable Account.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE
ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER OR LESSER
THAN THE ASSUMED AMOUNT.

CONDENSED FINANCIAL INFORMATION

The following condensed financial information is derived from the financial
statements of the Variable Account. The data should be read in conjunction with
the financial statements, related notes and other financial information included
in the Statement of Additional Information. See the "FINANCIAL STATEMENTS"
section on page __ concerning financial statements contained in the Statement of
Additional Information.

The table below sets forth certain information regarding the sub-accounts for a
policy for the period from commencement of business operations through December
31, 1996. Accumulation Unit Values will not be provided for any date prior to
the inception of the Variable Account.

<TABLE>
<CAPTION>
ACCUMULATION UNIT VALUE
AS OF AS OF
SUB-ACCOUNT 12/31/96 INCEPTION DATE
----------- -------- --------------
<S> <C> <C>
Capital
Cash Management
Common Stock
Bond
Income
International
Communications and Information
Frontier
Global Smaller Companies
High-Yield Bond
Global Technology
Global Growth Opportunities
</TABLE>

14
<PAGE> 20

<TABLE>
<CAPTION>
NUMBER OF UNITS OUTSTANDING
AT END OF PERIOD

AS OF AS OF
SUB-ACCOUNT 12/31/96 INCEPTION DATE
----------- -------- --------------
<S> <C> <C>
Capital
Cash Management
Common Stock
Bond
Income
International
Communications and Information
Frontier
Global Smaller Companies
High-Yield Bond
Global Technology
Global Growth Opportunities
</TABLE>

THE COMPANY

Canada Life Insurance Company of New York ("we," "our," and "us") is a stock
life insurance company with assets as of December 31, 1996 of approximately
$___million. We were incorporated under New York law on June 7, 1977, and our
Home Office is located at 500 Mamaroneck Avenue, Harrison, New York 10528. We
currently are principally engaged in issuing and reinsuring annuity policies.

We share our A.M. Best rating with our parent company, The Canada Life Assurance
Company. From time to time, we will quote this rating, our rating from Standard
& Poor's Corporation, Duff & Phelps Inc., and/or Moody's Investors Service for
claims paying ability. These ratings address the financial ability of these
companies to meet their contractual obligations in accordance with the terms of
their insurance contracts. They do not take into account deductibles, surrender
or cancellation penalties, or timeliness of claim payment, nor do they address
the suitability of the policy for a particular purchaser. Also, these
evaluations do not refer to the ability of these companies to meet non-policy
obligations.

We are a wholly-owned subsidiary of The Canada Life Assurance Company, a
Canadian life insurance company headquartered in Toronto, Ontario, Canada, with
a U.S. home office in Atlanta, Georgia. The Canada Life Assurance Company:
commenced insurance operations in 1847, and has been actively operating in the
United States since 1889; and is one of the largest life insurance companies in
North America with consolidated assets as of December 31, 1996 of approximately
$____billion (U.S. dollars).

Obligations under the policies are obligations of Canada Life Insurance Company
of New York.

We are subject to regulation and supervision by the New York Insurance Bureau,
as well as the applicable laws and regulations of all jurisdictions in which we
are authorized to do business.

THE VARIABLE ACCOUNT, THE FUND AND FIXED ACCOUNT

THE VARIABLE ACCOUNT

We established the Canada Life of New York Variable Annuity Account 2 (the
"Variable Account") as a separate investment account on February 25, 1993, under
New York law. Although we own the assets in the Variable Account, these assets
are held separately from our other assets and are not part of our general
account. The income, gains or losses,whether or not realized, from the assets of
the Variable Account are credited to or charged against the Variable Account in
accordance with the policies without regard to our other income, gains or
losses.

<PAGE> 21

The portion of the assets of the Variable Account equal to the reserves and
other contract liabilities of the Variable Account will not be charged with
liabilities that arise from any other business that we conduct and will be held
in the Variable Account. We have the right to transfer to our general account
any assets of the Variable Account which are in excess of such reserves and
other liabilities.

The Variable Account is registered with the Securities and Exchange Commission
(the "SEC") as a unit investment trust under the Investment Company Act of 1940
(the "1940 Act") and meets the definition of a "separate account" under the
federal securities laws. However, registration under the 1940 Act does not
involve the supervision by the SEC of the management or investment policies or
practices of the Variable Account.

The Variable Account currently is divided into twelve sub-accounts with the
assets of each sub-account invested in shares of the corresponding portfolio of
the Fund described below.

THE FUND

Seligman Portfolios, Inc. (the "Fund") currently has twelve portfolios: Seligman
Capital; Seligman Cash Management; Seligman Common Stock; Seligman Bond;
Seligman Income; Seligman Henderson International; Seligman Communications and
Information; Seligman Frontier; Seligman Henderson Global Smaller Companies;
Seligman High-Yield Bond; Seligman Henderson Global Technology; and Seligman
Henderson Global Growth Opportunities. Shares of a portfolio are purchased and
redeemed for a corresponding sub-account at their net asset value. Any amounts
of income, dividends and gains distributed from the shares of a portfolio will
be reinvested in additional shares of that portfolio at their net asset value.
The Fund Prospectus defines the net asset value of portfolio shares.

The Fund is a diversified open-end investment company incorporated in Maryland
which uses the investment management services of J. & W. Seligman & Co.
Incorporated (the International, Global Smaller Companies, Global Technology and
Global Growth Opportunities Portfolios use the sub-advisory services of Seligman
Henderson Co.). The following is a brief description of the investment
objectives of each of the current portfolios of the Fund. There is, of course,
no assurance that the investment objective of any portfolios will be achieved.
The following brief descriptions are qualified in their entirety by the more
detailed information appearing in the attached Prospectus for the Fund.

SELIGMAN CAPITAL PORTFOLIO

The investment objective of this Portfolio is to produce capital appreciation,
not current income, by investing in common stocks (primarily those with strong
near-or intermediate-term prospects) and securities convertible into or
exchangeable for common stocks, in common stock purchase warrants, in debt
securities and in preferred stocks believed to provide capital appreciation
opportunities.

SELIGMAN CASH MANAGEMENT PORTFOLIO

The investment objective of this Portfolio is to preserve capital and to
maximize liquidity and current income by investing in a diversified portfolio of
high-quality money market instruments. Investments in this Portfolio are neither
insured nor guaranteed by the U.S. Government and there is no assurance that
this Portfolio will be able to maintain a stable net asset value of $1.00 per
share.

SELIGMAN COMMON STOCK PORTFOLIO

The investment objective of this Portfolio is to produce favorable (but not the
highest) current income and long-term growth of both income and capital value,
without exposing capital to undue risk, primarily through equity investments
broadly diversified over a number of industries.

<PAGE> 22

SELIGMAN COMMUNICATIONS AND INFORMATION PORTFOLIO

The investment objective of this Portfolio is to produce capital gain, not
income, by investing primarily in securities of companies operating in the
communications, information and related industries.

SELIGMAN BOND PORTFOLIO

The investment objective of this Portfolio is to achieve favorable current
income by investing in a diversified range of debt securities, primarily of
investment grade, including convertible issues and preferred stock, with capital
appreciation as a secondary consideration.

SELIGMAN FRONTIER PORTFOLIO

The investment objective of this Portfolio is to produce growth in capital
value; income may be considered but will be only incidental to the Portfolio's
investment objective. In general, securities owned are likely to be those issued
by small- to medium-sized companies selected for their growth prospects.

SELIGMAN HENDERSON GLOBAL GROWTH OPPORTUNITIES PORTFOLIO

The investment objective of this Portfolio is to seek long-term capital
appreciation by investing primarily in capital stock of companies that have the
potential to benefit from global economic or social trends.

SELIGMAN HENDERSON INTERNATIONAL PORTFOLIO

The investment objective of this Portfolio currently is long-term capital
appreciation primarily through global investments in securities of
medium-to-large sized companies.

SELIGMAN HENDERSON GLOBAL SMALLER COMPANIES PORTFOLIO

The investment objective of this Portfolio is long-term capital appreciation
primarily through global investments in securities of companies with small to
medium market capitalizations.

SELIGMAN HENDERSON GLOBAL TECHNOLOGY PORTFOLIO

The investment objective of this Portfolio is to seek long-term capital
appreciation by making global investments of at least 65% of its assets in
securities of U.S. and non-U.S. companies operating in the technology and
technology-related industries.

SELIGMAN HIGH-YIELD BOND PORTFOLIO

The investment objective of this Portfolio is to produce maximum current income
by investing primarily in high-yielding, high risk corporate bonds and corporate
notes, which, generally, are unrated or carry ratings lower than those assigned
to investment grade bonds by Standard & Poor's Corporation ("S&P") or Moody's
Investors Service, Inc. ("Moody's"). The Portfolio may invest up to 100% of its
assets in lower rated bonds, commonly known as "junk bonds" which are subject to
a greater risk of loss of principal and interest than higher rated investment
grade bonds. An investment in the Series is appropriate for you only if you can
bear the high risk inherent in investing in such securities. This risk is
described in the attached Prospectus for the Fund, which should be read
carefully before investing.

<PAGE> 23

SELIGMAN INCOME PORTFOLIO

The investment objective of this Portfolio is primarily to produce high current
income consistent with what is believed to be prudent risk of capital and
secondarily to provide the possibility of improvement in income and capital
value over the longer term, by investing primarily in income-producing
securities.

Since the Fund may be available to other separate accounts, including registered
separate accounts for variable annuity and variable life products, and
non-registered separate accounts for group annuity products, of Canada Life
Insurance Company of New York, Canada Life Insurance Company of America, The
Canada Life Assurance Company, and other unaffiliated insurance companies, it is
possible that material conflicts may arise between the interests of the Variable
Account and one or more other separate accounts investing in the Fund. The
Fund's board of directors, the Fund's investment manager, and we and any other
insurance companies participating in the Fund will monitor events to identify
any irreconcilable material conflict. Upon being advised of such a conflict, we
will take any steps we believe necessary to resolve the matter, including
removing the assets of the Variable Account from one or more series.

A FULL DESCRIPTION OF THE FUND, ITS INVESTMENT OBJECTIVES, ITS POLICIES AND
RESTRICTIONS, ITS EXPENSES AND OTHER ASPECTS OF ITS OPERATION, AS WELL AS A
DESCRIPTION OF THE RISKS RELATED TO INVESTMENT IN THE FUND, IS CONTAINED IN THE
ATTACHED PROSPECTUS FOR THE FUND. THE PROSPECTUS FOR THE FUND SHOULD BE READ
CAREFULLY BY A PROSPECTIVE PURCHASER ALONG WITH THIS PROSPECTUS.

RESERVED RIGHTS

We reserve the right to substitute shares of another portfolio of the Fund or
shares of another registered open-end investment company if, in the judgment of
our management, investment in shares of one or more portfolios is no longer
appropriate for any legitimate reason, including: a change in investment policy;
or a change in the tax laws; or the shares are no longer available for
investment. We will obtain the approval of the SEC before we make a substitution
of shares, if such approval is required by law.

When permitted by law, we also reserve the right to: create new variable
accounts; combine variable accounts, including the Canada Life of New York
Variable Annuity Account 2; remove, combine or add sub-accounts and make the new
sub-accounts available to policyowners at our discretion; add new portfolios of
the Fund or of other registered investment companies; deregister the Variable
Account under the 1940 Act if registration is no longer required; make any
changes required by the 1940 Act; and operate the Variable Account as a managed
investment company under the 1940 Act or any other form permitted by
law. If a change is made, we will send you a revised Prospectus and any notice
required by law.

CHANGE IN INVESTMENT POLICY

The investment policy of a sub-account of the Variable Account may not be
changed unless: the change is approved, if required, by the New York Insurance
Bureau.; and a statement of such approval is filed, if required, with the
insurance department of the state in which the policy is delivered.

THE FIXED ACCOUNT

An owner may allocate some or all of the net premium payments and transfer some
or all of the policy value to the Fixed Account, which is part of our general
account and pays interest at declared rates (Guaranteed Interest Rates)
guaranteed for selected periods of time from one to ten years (Guarantee
Periods). The principal, after deductions, is also guaranteed. Since the Fixed
Account is part of the general account, we assume the risk of investment gain or
loss on this amount. All assets in the general account are subject to our
general liabilities from business operations. The Fixed Account may not be
available in all states.

Due to certain exemptive and exclusionary provisions, interests issued by us in
connection with the Fixed Account have not been registered under the Securities
Act of 1933 (the "1933 Act"), and neither the Fixed Account nor the general
account has been registered as an investment company under the 1940 Act.
Accordingly, neither the interests in the Fixed Account, the

18
<PAGE> 24

Fixed Account, nor the general account are generally subject to regulation under
the 1933 Act and the 1940 Act. Disclosures relating to the interests in the
Fixed Account, the Fixed Account, and the general account, however, may be
subject to certain generally applicable provisions of the federal securities
laws relating to the accuracy of statements made in a registration statement.

GUARANTEE AMOUNT

The portion of the policy value allocated to the Fixed Account is the Guarantee
Amount which is credited with interest, as described below. The Guarantee Amount
reflects interest credited to the policy value in the Guarantee Periods, net
premium payments allocated to or policy value transferred to Guarantee Periods
and charges assessed in connection with the policy. The Guarantee Amount is
guaranteed to accumulate at a minimum effective annual interest rate of 3%.

GUARANTEE PERIODS

From time to time we will offer to credit Guarantee Amount with interest at
specific guaranteed rates for specific periods of time. These periods of time
are known as Guarantee Periods. We may offer one or more Guarantee Periods of
one to ten years' duration at any time but will always offer a Guarantee Period
of one year. We currently offer Guarantee Periods of one, three, five, seven and
ten years. The interest rates available at any time will vary with the number of
years in the Guarantee Period but will always be equal to or greater than an
effective annual interest rate of 3%.

Guarantee Periods begin on the date as of which a net premium payment is
allocated to or a portion of the policy value is transferred to the Guarantee
Period, and end on the last calendar day of the month when the number of years
in the Guarantee Period elected (measured from the end of the calendar month in
which the amount was allocated or transferred to the Guarantee Period) has
elapsed.

Allocations of net premium payments and transfers of policy value to the Fixed
Account for a Guarantee Period may have different applicable Guaranteed Interest
Rates depending on the timing of such allocations or transfers. However, amounts
allocated to the Fixed Account for a specified Guarantee Period during a
calendar month will receive the same Guaranteed Interest Rate. The applicable
Guaranteed Interest Rate does not change during a Guarantee Period. If the
allocated or transferred amount remains in the fixed rate interest option until
the end of the applicable Guarantee Period, its value will be equal to the
amount originally allocated or transferred, multiplied, on an annually
compounded basis, by its Guaranteed Interest Rate. If a Guarantee Amount is
surrendered, withdrawn, or transferred prior to the expiration of the Guarantee
Period, the Guaranteed Amount is subject to a Market Value Adjustment, as
described below, the application of which may result in the payment of an amount
greater or less than the Guarantee Amount at the time of the transaction. The
Market Value Adjustment, however, will never reduce the earnings on amounts
allocated to the fixed interest rate option to less than three percent per year
and does not apply to amounts surrendered, withdrawn, or transferred from the
one year Guarantee Period or to provide death, nursing home, terminal illness
benefits, and annuitization.

During the 30 day period following the expiration of a Guarantee Period ("30 day
window"), a policyowner may transfer the Guarantee Amount from the expiring
Guaranteed Period to another fixed interest rate option with a new Guarantee
Period or to a subaccount(s). A Market Value Adjustment will not apply if the
Guarantee Amount from the expired Guarantee Period is surrendered, withdrawn, or
transferred during the 30 day window. During the 30 day window, the Guarantee
Amount will accrue interest at an annual effective rate of 3% unless the
Guarantee Amount remains in the fixed account in which case you will receive the
interest rate in accordance with the Guarantee Period chosen.

We will generally generate and forward notice to owners in writing at least 10
days prior to the expiration date of any Guarantee Period about the then
currently available Guarantee Periods and the Guaranteed Interest Rates
applicable to such Guarantee Periods. A new Guarantee Period of the same
duration as the previous Guarantee Period will commence automatically on the
first day following the expired Guarantee Period, unless we receive Written
Notice prior to the expiration of the 30 day window of the owner's election of a
different Guarantee Period from among those being offered by us at that time, or
instructions to transfer all or a portion of the expiring Guarantee Amount to a
subaccount. If we do not receive such Written Notice and are not offering a
Guarantee Period of the same duration as the expiring Guarantee Period or if the

<PAGE> 25

duration of the expiring Guarantee Period would, if renewed, extend beyond the
annuity date, then a new Guarantee Period of one year will commence
automatically on the first day following the expiration of the expired Guarantee
Period.

To the extent permitted by law, we reserve the right at any time to offer
Guarantee Periods that differ from those available when an owner's policy was
issued. We also reserve the right, at any time, to stop accepting net premium
payment allocations or transfers of policy value to a particular Guarantee
Period. Since the specific Guarantee Periods available may change periodically,
please contact our Home Office to determine the Guarantee Periods currently
being offered.

Owners allocating net premium payments and/or policy value to the Fixed Account
do not participate in the investment performance of assets of the Fixed Account,
and this performance does not determine the policy value attributable to the
Fixed Account or benefits relating thereto. The Fixed Account provides values
and benefits based only upon the net purchase payments and policy values
allocated thereto, the Guaranteed Interest Rate credited on such amounts, and
any charges or Market Value Adjustments imposed on such amounts in accordance
with the terms of the policy.

MARKET VALUE ADJUSTMENT

A Market Value Adjustment reflects the relationship between: (i) the Guaranteed
Interest Rate being applied to the Guarantee Period from which the Guarantee
Amount is requested to be surrendered, withdrawn, or transferred; and (ii) the
current Guaranteed Interest Rate that we credit for a Guarantee Period equal in
duration to the Guarantee Period from which the Guarantee Amount will be
surrendered, withdrawn, or transferred. If a Guarantee Period of such duration
is not being offered, we will use the linear interpolation of the Guaranteed
Interest rates for the Guarantee Periods closest in duration that is available.
Any surrender, withdrawal, or transfer of a Guarantee Amount is subject to a
Market Value Adjustment, unless the effective date of the surrender, withdrawal,
or transfer is within 30 days after the end of a Guarantee Period or the
surrender, withdrawal or transfer of a Guarantee Amount is from the one year
Guarantee Period. The Market Value Adjustment will be applied after the
deduction of any applicable policy administration charge or transfer fee, and
before the deduction of any applicable surrender charge or charge for taxes on
premium payments. The Market Value Adjustment, however, will never reduce the
earnings on amounts allocated to the Fixed Account to less than 3% per year.

Generally, if the Guaranteed Interest Rate for the selected Guarantee Period is
lower than the Guaranteed Interest Rate currently being offered for new
Guarantee Periods of duration equal to the selected Guarantee Period as of the
date that the Market Value Adjustment is applied, then the application of the
Market Value Adjustment will result in the payment, upon surrender, withdrawal,
or transfer, of an amount less than the Guarantee Amount (or portion thereof)
being surrendered, withdrawn, or transferred. Conversely, if the Guaranteed
Interest Rate for the selected Guarantee Period is higher than the Guaranteed
Interest Rate currently being offered for new Guarantee Periods of a duration
equal the selected Guarantee Period as of the date that the Market Value
Adjustment is applied, then the application of the Market Value Adjustment will
result in the payment, upon surrender, withdrawal, or transfer of an amount
greater than the Guarantee Amount (or portion thereof) being surrendered,
withdrawn, or transferred.

The Market Value Adjustment is computed by multiplying the amount being
surrendered, withdrawn, or transferred, (the "Amount") by the Market Value
Adjustment Factor. The Market Value Adjustment Factor is calculated as follows:

Market Value Adjustment Factor = Lesser of (a) (1 + i)n/12
-----------------
(1+r + .005)n/12

or (b) 1.05
where:

20
<PAGE> 26

"i" is the Guaranteed Interest Rate currently being credited to the
"Amount";

"r" is the Guaranteed Interest Rate that is currently being offered for
a Guarantee Period of duration equal to the Guarantee Period for the
Guarantee Amount from which the "Amount" is taken; and

"n" is the number of months remaining to the expiration of the
Guarantee Period for the Guarantee Amount from which the "Amount" is
taken.

DESCRIPTION OF ANNUITY POLICY

TEN DAY RIGHT TO EXAMINE POLICY

PREMIUMS

INITIAL PREMIUM

An applicant must submit a properly completed application along with a check
made payable to us for the initial premium. The minimum initial premium is
$5,000 ($600 if the Policy is an Individual Retirement Annuity, but we reserve
the right to lower or raise the minimum premium for IRAs). However, the minimum
initial premium is $100 ($50 if the Policy is an Individual Retirement Annuity)
when an applicant has enclosed a completed pre-authorized check ("PAC")
agreement for additional premiums to be automatically withdrawn monthly from the
owner's bank account.

The application is subject to our underwriting standards. If the application is
properly completed and is accompanied by all the information necessary to
process it, including the initial premium, we will normally accept the
application and apply the initial net premium within two valuation days of
receipt at our Home Office. However, we may retain the premium for up to five
valuation days while we attempt to complete the processing of an incomplete
application. If this cannot be achieved within five valuation days, we will
inform the applicant of the reasons for the delay and immediately return the
premium, unless the applicant specifically consents to our retaining the premium
until the application is made complete. If the applicant consents to our
retaining the premium, we will apply the initial net premium within two
valuation days of when the application is complete.

ADDITIONAL PREMIUMS

The minimum additional premium is $600. However, the minimum additional premium
paid by PAC is $50 per month. We will apply additional net premiums as of
receipt at our Home Office.

You may make additional premium payments at any time during any annuitant's
lifetime and before the earlier of the annuity date or maturity date. Our prior
approval is required before we will accept an additional premium which, together
with the total of other premiums paid, would exceed $1,000,000. We will give you
a receipt for each additional premium payment.

WIRE TRANSMITTAL PRIVILEGE

If a written agreement between us and broker/dealers who use wire transmittals
is in effect, as a privilege to you we will accept transmittal of the initial
and/or additional premiums by wire order from the broker/dealer to our
designated financial institution. A copy of such transmittal must be
simultaneously sent to our Home Office via a telephone facsimile transmission

<PAGE> 27

that also contains the essential information we require to begin application
processing and/or to allocate the net premium. We will normally apply the
initial net premium within two valuation days of receipt at our Home Office of
the facsimile transmission that contains a copy of the wire order and such
required essential information. We may retain such wire orders for up to five
valuation days while an attempt is made to obtain such required information that
we do not receive via such facsimile transmission. If such required information
is not obtained within five valuation days, we will inform the broker/dealer, on
behalf of the applicant, of the reasons for the delay and immediately return the
premium wired to us to the broker/dealer who will return the full premium paid
to the applicant, unless we receive within such five valuation days the
applicant's specific written consent to our retaining the premium until we
receive such required information via facsimile transmission.

Our acceptance of the wire order and facsimile does not create a contractual
obligation with us until we receive and accept a properly completed original
application. If we do not receive a properly completed original application
within ten valuation days of receipt of the initial wire order premium, we will
return the premium wired to us to the broker/dealer who will return the full
premium paid to the applicant. If the allocation instructions in the properly
completed original application are inconsistent with such instructions contained
in the facsimile transmission, the policy value will be reallocated in
accordance with the allocation instructions in the application at the price
which was next determined after receipt of the wire order.

ELECTRONIC DATA TRANSMISSION OF APPLICATION INFORMATION

In certain states, we will also accept, by agreement with broker-dealers who use
electronic data transmissions of application information, wire transmittals of
initial premium payments from the broker-dealer to the Company for purchase of
the policy. Contact us to find out about state availability.

Upon receipt of the electronic data and wire transmittal, we will process the
information and allocate the premium payment according to the policyowner's
instructions. Based on the information provided, we will generate a policy and a
verification letter to be forwarded to the policyowner for signature.

During the period from receipt of the initial premium until the signed
verification letter is received, the policyowner may not execute any financial
transactions with respect to the policy unless such transactions are requested
in writing by the owner and signature guaranteed.

NET PREMIUM ALLOCATION

You elect in your application how you want your initial net premium to be
allocated among the sub-accounts and the Fixed Account. Any additional net
premiums will be allocated in the same manner, unless at the time of payment we
have received your written notice to the contrary. The total allocation must
equal 100%.

We cannot guarantee that a sub-account or shares of a portfolio will always be
available. If you request that all or part of a premium be allocated to a
sub-account at a time when the sub-account or underlying portfolio is not
available, we will immediately return that portion of the premium to you, unless
you specify otherwise.

TERMINATION

We may pay you the cash surrender value and terminate the policy if before the
annuity date or maturity date all of these events simultaneously exist:

1. you have not paid any premiums for at least two years;
2. the policy value is less than $2,000; and
3. the total premiums paid, less any partial withdrawals, is less than
$2,000.

We will mail you a notice of our intention to terminate this policy at least six
months in advance. The policy will automatically terminate on the date specified
in the notice, unless we receive an additional premium before the termination
date specified in the notice. This additional premium must be at least the
minimum amount specified in "Additional Premiums."

<PAGE> 28

VARIABLE ACCOUNT VALUE

The Variable Account value before the annuity date or maturity date is
determined by multiplying the number of units credited to this policy for each
sub-account by the current unit value of these units.

UNITS

We credit net premiums in the form of units. The number of units credited to the
policy for each sub-account is determined by dividing the net premium allocated
to that sub-account by the unit value for that sub-account at the end of the
valuation period during which we receive the premium at our Home Office.

We will credit units for the initial net premium on the effective date of the
policy. We will adjust the units for any transfers in or out of a sub-account,
including any transfer processing fee.

We will cancel the appropriate number of units based on the unit value at the
end of the valuation period in which any of the following events occur: the
policy administration charge is assessed; the date we receive and file your
written notice for a partial withdrawal or surrender; the date of a systematic
withdrawal; the earlier of the annuity date or maturity date; or the date we
receive due proof of your death or the last surviving annuitant's death.

UNIT VALUE

The unit value for each sub-account's first valuation period is set at $10,
except the Cash Management sub-account which is set at $1. The unit value for
each subsequent valuation period is determined by multiplying the unit value at
the end of the immediately preceding valuation period by the net investment
factor for the valuation period for which the value is being determined.

The unit value for a valuation period applies to each day in that period. The
unit value may increase or decrease from one valuation period to the next.

NET INVESTMENT FACTOR

The net investment factor is an index that measures the investment performance
of a sub-account from one valuation period to the next. Each sub-account has a
net investment factor, which may be greater than or less than one.

The net investment factor for each sub-account for a valuation period equals 1
plus the rate of return earned by the relevant portfolio of the Fund, adjusted
for the effect of taxes charged or credited to the sub-account, the mortality
and expense risk charge, and the daily administration fee.

The rate of return of the relevant portfolio is equal to the fraction obtained
by dividing (a) by (b) where:

(a) is the net investment income and net gains, realized and unrealized,
credited during the current valuation period; and
(b) is the value of the net assets of the relevant portfolio at the end of
the preceding valuation period, adjusted for the net capital
transactions and dividends declared during the current valuation
period.

TRANSFERS

TRANSFER PRIVILEGE

You may transfer all or a part of an amount in the sub-account(s) to another
sub-account(s) or to the Fixed Account, or transfer a part of an amount in the
Fixed Account to the sub-account(s), subject to these general restrictions and
the additional restrictions in "Restrictions on Transfers from Fixed Account":

1. the Company's minimum transfer amount, currently $250; and

<PAGE> 29

2. a transfer request that would reduce the amount in that
sub-account or the Fixed Account below $500 will be treated as
a transfer request for the entire amount in that sub-account
or the Fixed Account; and
3. transfers from the Fixed Account except from the one year
Guarantee Period may be subject to a Market Value Adjustment

We cannot guarantee that a sub-account or shares of a portfolio will always be
available. If you request an amount in a sub-account or Fixed Account be
transferred to a sub-account at a time when the sub-account or underlying
portfolio is unavailable, we will not process your transfer request, and this
request will not be counted as a transfer for purposes of determining the number
of free transfers executed. The Company reserves the right to change its minimum
transfer amount requirements.

TELEPHONE TRANSFER PRIVILEGE

You may direct us to act on transfer instructions given by telephone, subject to
our procedures, by initialing the authorization on the application or by
subsequently completing our administrative form. The authorization will continue
in effect until we receive your written revocation or we discontinue this
privilege. We reserve the right to change our procedures and to discontinue this
privilege.

We will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine. If we do not employ such reasonable procedures, we may
be liable for any losses due to unauthorized or fraudulent instructions. These
procedures may include, but are not limited to, possible recording of telephone
calls and obtaining appropriate personal security codes and contract number
before effecting any transfers.

DOLLAR COST AVERAGING PRIVILEGE ("DCA")

You may elect to have us automatically transfer specified amounts FROM ANY ONE
variable sub-account or the one year Guarantee Period under the Fixed Account
(either one a "disbursement account") TO ANY OTHER variable sub-account(s) or
Guarantee Period under the Fixed Account on a periodic basis, subject to our
administrative procedures and the restrictions in "Transfer Privilege" above.
This privilege is intended to allow you to utilize "Dollar Cost Averaging," a
long-term investment method which provides for regular, level investments over
time. We make no representation or guarantee that DCA will result in a profit or
protect against

loss. To initiate DCA, we must receive your written notice on our form. Once
elected, such transfers will be processed until the entire value of the
sub-account or Fixed Account is completely depleted; or we receive your written
revocation of such monthly transfers; or we discontinue this privilege. We
reserve the right to change our procedures or to discontinue the DCA privilege
upon 30 days written notice to you.

RESTRICTIONS ON TRANSFERS FROM FIXED ACCOUNT

Other than transfers made pursuant to DCA, you may transfer an amount from a
Guarantee Period under the Fixed Account to the sub-account(s) of the
Variable Account, subject to these additional restrictions:

1. Transfers from a Guarantee Period other than the one year Guarantee
Period may be subject to a Market Value Adjustment.
2. Transfers from one Guarantee Period to another are prohibited other
than within the 30 day window.

Under our current procedures, the transfer will be made on the valuation date
that occurs on or next following the date we receive your transfer request at
our Home Office.

24
<PAGE> 30

TRANSFER PROCESSING FEE

There is no limit to the number of transfers that you can make between
sub-accounts or to the Fixed Account. However, other than transfers made
pursuant to DCA, we only allow one transfer each year from the Guarantee Periods
under the Fixed Account (see "Restrictions on Transfers from Fixed Account"
above). The first 12 transfers during each policy year are free under our
current policy, which we reserve the right to change. Although, currently we do
not charge for transfers exceeding 12, we reserve the right to charge a $25 fee
per transfer. For the purposes of assessing the fee, each transfer request
(which includes a written notice or telephone call, but does not include dollar
cost averaging automatic transfers) is considered to be one transfer, regardless
of the number of sub-accounts or the Fixed Account affected by the transfer. The
processing fee will be charged proportionately to the receiving sub-account(s)
and/or the Fixed Account.

PAYMENT OF PROCEEDS

PROCEEDS

Proceeds means the amount we will pay under your policy when the first of the
following events occurs: the annuity date or maturity date; or the policy is
surrendered; or we receive due proof of death of the last surviving annuitant or
any owner. We will pay any proceeds in a single sum that may be payable due to
death before the annuity date or maturity date, unless an election is made for a
payment option. See "Election of Options" on page __. The policy ends when we
pay the proceeds.

We will deduct any applicable premium tax from the proceeds described below,
unless we deducted the tax from the premiums when paid.

PROCEEDS ON ANNUITY DATE OR MATURITY DATE

If Payment Option 1 is in effect on the annuity date, the proceeds we will pay
is the policy value. See "Payment Options" on page . If the proceeds are paid in
a lump sum on the annuity date, we will pay the cash surrender value.

You may change the annuity date, subject to these limitations:

1. we must receive your written notice at our Home Office at least 30
days before the current annuity date;
2. the requested annuity date must be a date that is at least 30 days
after we receive your written notice; and
3. the requested annuity date should be no later than the first day of the
month following any annuitant's 85th birthday (90th birthday pending
regulatory approval) or any earlier date required by law.

The proceeds on the Maturity Date will be the policy value. The Maturity Date is
the first day of the month after any annuitant's 85th birthday (90th birthday,
pending regulatory approval).

25
<PAGE> 31

PROCEEDS ON SURRENDER

If you surrender the policy before the annuity date, the proceeds we will pay is
the cash surrender value. The cash surrender value is the policy value, less any
applicable surrender charge, the policy administration charge and any applicable
Market Value Adjustment. The cash surrender value will be determined on the date
we receive your written notice for surrender and this policy at our Home Office.

You may surrender the policy for its cash surrender value at any time before the
earlier of the death of the last surviving annuitant, the annuity date or
maturity date. However, the surrender proceeds may be subject to federal income
tax, including a penalty tax. See "FEDERAL TAX STATUS" on page__.

You may elect to have the cash surrender value paid in a single sum or under a
payment option. See "Payment Options" on page __. The policy ends when we pay
the cash surrender value. You may avoid a surrender charge by electing to apply
the policy values under Payment Option 1. See "Proceeds on Annuity Date or
Maturity Date" on page__.

PROCEEDS ON DEATH OF LAST SURVIVING ANNUITANT BEFORE ANNUITY DATE OR MATURITY
DATE (THE DEATH BENEFIT)

If we receive due proof of death of the last surviving annuitant before the
annuity date or maturity date ("such due proof"), the proceeds we will pay to
the beneficiary is the death benefit.

THE FOLLOWING APPLIES ONLY TO CERTAIN POLICIES ISSUED ON OR AFTER MAY 1,
1996 AS APPLICABLE REGULATORY APPROVALS ARE OBTAINED IN THE JURISDICTION IN
WHICH THE POLICIES ARE OFFERED:

If we receive such due proof during the first five years, the death benefit
is the greater of:

1. the premiums paid, less: a) any partial withdrawals, including
applicable surrender charges; and b) any incurred taxes; or

2. the policy value on the date we receive due proof of the
annuitant's death.

If we receive such due proof after the first five policy years, the death
benefit is the greatest of:

1. item "1" above; or
2. item "2" above; or
3. the policy value at the end of the most recent 5 policy year
period preceding the date we receive due proof of the annuitant's
death, adjusted for any of the following items that occur after
such last 5 policy year period: a) less any partial withdrawals,
including applicable surrender charges; b) less any incurred
taxes; and c) plus any premiums paid. The 5 policy year periods
are measured from the policy date (i.e., 5, 10, 15, 20, etc.).

If on the date the policy was issued, all annuitants were attained age 80 or
less, then after any annuitant attains age 81, the death benefit is the greater
of items "1" or "2" above. However, if on the date the policy was issued, any
annuitant was attained age 81 or more, then the death benefit is the policy
value.

THE FOLLOWING APPLIES ONLY TO CERTAIN POLICIES ISSUED PRIOR TO MAY 1, 1996 OR
SUCH LATER DATE AS APPLICABLE REGULATORY APPROVAL IS OBTAINED IN THE
JURISDICTION IN WHICH THE POLICIES ARE OFFERED:

If we receive such due proof during the first seven policy years, the death
benefit is the greater of:

If we receive such due proof after the first seven policy years, the death
benefit is the greatest of:

1. item "1." above; or
2. item "2." above; or

<PAGE> 32

3. the policy value at the end of the 7 policy year period preceding
the date we receive due proof of the annuitant's death, adjusted
for any of the following items that occur after such last 7 policy
year period: a) less any partial withdrawals, including applicable
surrender charges; b) less any incurred taxes; and c) plus any
premiums paid. The 7 policy year periods are measured from the
policy date (i.e., 7, 14, 21, 28, etc.). For policies issued from
May 1, 1995 through April 30, 1996, no further step-ups in Death
Benefits will occur after any annuitant's age of 80.

No death benefit is payable if the policy is surrendered before the last
surviving annuitant's death. If you are the last surviving annuitant who dies
before the annuity date or maturity date, the death benefit proceeds must be
distributed pursuant to the rules set forth below in "Proceeds on Death of Any
Owner Before or After Annuity Date or Maturity Date ."

PROCEEDS ON DEATH OF ANY OWNER BEFORE OR AFTER ANNUITY DATE OR MATURITY DATE

If you are not an annuitant, and we receive due proof of your death before the
annuity date or maturity date we will pay the beneficiary the policy value as of
the date we receive due proof of your death. If you are the last surviving
annuitant, and we receive due proof of your death before the annuity date or
maturity date we will pay the beneficiary the death benefit described in
"Proceeds on the Death of Last Surviving Annuitant Before Annuity Date or
Maturity Date." If any owner dies before the annuity date, Federal tax law
requires the policy value be distributed within five years after the date of
such owner's death regardless of whether such owner is or is not an annuitant,
unless such owner's spouse is the designated beneficiary, in which case, the
policy may be continued with the surviving spouse as the new owner. All such
distributions will be made in accordance with the requirements of the Investment
Company Act of 1940.

A "designated beneficiary" is the person designated by you as a beneficiary and
to whom the proceeds of the policy pass by reason of an owner's death and must
be a natural person.

If any owner dies on or after the earlier of the annuity date or maturity date,
any remaining payments must be distributed at least as rapidly as under the
payment option in effect on the date of such owner's death.

The distribution requirements described above will be considered satisfied as to
any portion of the proceeds:

1. payable to or for the benefit of a designated beneficiary; and
2. which is distributed over the life (or period not exceeding the life
expectancy) of that beneficiary, provided that the beneficiary is a
natural person and such distributions begin within one year of the
owner's death.

If you are not a natural person, the primary annuitant as determined in
accordance with Section 72(s) of the Code (i.e., the individual the events in
the life of whom are of primary importance in effecting the timing or amount of
the payout under the policy) will be treated as an owner for purposes of these
distribution requirements, and any change in the primary annuitant will be
treated as the death of an owner.

PARTIAL WITHDRAWALS

You may withdraw part of the cash surrender value at any time before the earlier
of the death of the last surviving annuitant, the annuity date or maturity date,
subject to these limits:

1. the Company's minimum partial withdrawal, currently $250;
2. the maximum partial withdrawal is the amount that would leave a cash
surrender value of $5,000;
3. a partial withdrawal request which would reduce the amount in a
sub-account or a Guarantee Period under the Fixed
Account below $500 will be treated as a request for a full withdrawal
of the amount in that sub-account or a Guarantee Period; and
4. a partial withdrawal request for an amount exceeding $10,000 must be
accompanied by a guarantee of the owner's
signature by a commercial bank, a trust company, or a savings and loan.

On the date we receive your written notice for a partial withdrawal at our Home
Office, we will withdraw the amount of the partial withdrawal from the policy
value and we will then deduct any applicable surrender charge from the
remaining policy value. The Company reserves the right to change its minimum
partial withdrawal amount requirements.

27
<PAGE> 33

You may specify the amount to be withdrawn from certain sub-accounts or
Guarantee Periods under the Fixed Account. If you do not provide this
information to us, we will withdraw proportionately from the sub-accounts and
the Guarantee Periods under the Fixed Account in which you are invested. If you
do provide this information to us, but the amount in the designated sub-
accounts and the Guarantee Periods is inadequate to comply with your withdrawal
request, we will first withdraw from the specified sub-accounts and the
Guarantee Periods under the Fixed Account. The remaining balance will be
withdrawn proportionately from the other sub-accounts and Guarantee Periods in
which you are invested.

Any partial or systematic withdrawal may be included in the owner's gross income
in the year in which the withdrawal occurs, and may be subject to federal income
tax, including a penalty tax equal to 10% of the amount treated as taxable
income, and the Code restricts certain distributions under Tax-Sheltered Annuity
Plans and other qualified plans. See "FEDERAL TAX STATUS " on page__.

SYSTEMATIC WITHDRAWAL PRIVILEGE ("SWP")

You may elect to withdraw a fixed-level amount from the sub-account(s) and the
Guarantee Period(s) under the Fixed Account on a monthly, quarterly, or
semi-annual basis, beginning 30 days after the Effective Date, if we receive
your written notice on our form and the policy meets the Company's minimum
premium, currently $25,000, and in accordance with "Partial Withdrawals" above
(when surrender charges are applicable). No minimum is necessary when Surrender
Charges are not applicable. While Surrender Charges are applicable, each year
you may withdraw as follows:

1. Up to 100% of positive investment earnings of each variable
sub-account available at the time the SWP is executed/processed; PLUS

2. Up to 100% of current policy year's interest on the FIXED ACCOUNT
available at the time the SWP is executed/processed; PLUS

3. Up to 10% of total premiums still subject to a surrender charge; PLUS 4.
Up to 100% of total premiums NOT SUBJECT TO A SURRENDER CHARGE.

NOTE: Withdrawals from a Guarantee Period other than from the one year
Guarantee Period under the Fixed Account will be subject to a Market Value
Adjustment.

When no Surrender Charges are applicable, the entire policy is available for
systematic withdrawal. The Systematic Withdrawal Privilege will end at the
earliest of the date: when the sub-account(s) and Guarantee Period(s) you
specified for those withdrawals has no remaining amount to withdraw; or the cash
surrender value is reduced to $5,000; or you elect to pay premiums by
pre-authorized check; or we receive your written notice to end this privilege;
or we elect to discontinue this privilege upon 30 days written notice to you.
Use of this privilege during a policy year counts as your first 10% free
withdrawal of total premiums under the "Surrender Charge" provision. References
to partial withdrawals in other provisions of this Prospectus include systematic
withdrawals. If applicable, a charge for premium taxes may be deducted from each
systematic withdrawal payment. The Company reserves the right to change its
minimum systematic withdrawal amount requirements.

SELIGMAN TIME HORIZON MATRIX(SM)("Matrix")

You may elect to participate in Seligman Time Horizon Matrix(SM) (the "Matrix")
an asset allocation strategy which will allocate your policy value based
primarily upon the amount of time you have to reach specific financial goals.
The Matrix uses certain predetermined model portfolios, designed by J. & W.
Seligman, that seek a wide range of financial goals for an investor's specific
time horizon. Each J. & W. Seligman model portfolio represents a predetermined
allocation of your policy value among one or more of the variable sub-accounts.
The Matrix also allows you to construct your own customized model portfolio.

Under the Matrix, you may elect to periodically rebalance your policy value to
reflect the J. & W. Seligman model portfolio you have selected or periodically
rebalance your policy value to reflect your customized model portfolio. Any
rebalancing of your policy value will be made pursuant to our procedures
governing portfolio rebalancing. See "Portfolio Rebalancing" below. You may
also choose a J. & W. Seligman model portfolio or create a customized portfolio
and elect not to rebalance your policy value after the initial allocation of
policy value under that model portfolio. We make no representation or
guarantee that following the Matrix will result in a profit, protect against
loss or ensure the achievement of financial goals.

<PAGE> 34

To initiate the Matrix, we must receive your written notice on our form.
Participation in the Matrix is voluntary and can be modified or discontinued at
any time by you in writing on our form. We reserve the right to change our
procedures or to discontinue offering the Matrix upon 30 days written notice to
you.

PORTFOLIO REBALANCING ("REBALANCING")

Portfolio Rebalancing is an investment strategy in which, on a quarterly,
semi-annual or annual basis, your policy value in the sub-accounts only is
reallocated back to its original portfolio allocation, regardless of changes in
individual portfolio values from the time of the last Rebalancing. We make no
representation or guarantee that Rebalancing will result in a profit, protect
you against loss or ensure that you meet your financial goals.

To initiate Rebalancing, we must receive your written notice on our form.
Participation in Rebalancing is voluntary and can be modified or discontinued at
any time by you in writing on our form. Portfolio Rebalancing is not available
for amounts invested and earnings thereon in the Fixed Account.

Once elected, we will continue to perform Rebalancing until we are instructed
otherwise. We reserve the right to change our procedures or discontinue offering
Rebalancing upon 30 days written notice to you.

LOANS

The Company may offer a loan privilege to owners of policies issued in
connection with Section 403(b) qualified plans that are not subject to Title I
of ERISA. If offered, owners of such policies may obtain loans using the policy
as the only security for the loan. Loans are subject to provisions of the Code
and to applicable retirement program rules (collectively, "loan rules"). Tax
advisers and retirement plan fiduciaries should be consulted prior to exercising
loan privileges. Policy loans that satisfy certain requirements with respect to
loan amount and repayment are not treated as taxable distributions. If these
requirements are not satisfied, or if the policy terminates while a loan is
outstanding, the loan balance will be treated as a taxable distribution and may
be subject to penalty tax, and the treatment of the policy under Section 403(b)
may be adversely affected.

If loans are offered, the following will apply:

Under the terms of the policy, qualified policies have a maximum loan value
equal to 80% of the policy value, although loan rules may serve to reduce
such maximum loan value in some cases. The amount available for a loan at
any given time is the loan value less any outstanding debt. Debt equals the
amount of any loans plus accrued interest. Loans will be made only upon
written request from the owner. The Company will make loans within seven
days of receiving a properly completed loan application (applications are
available from the Company), subject to postponement under the same
circumstances that payment of withdrawals may be postponed. See "Partial
Withdrawals" on page__.

When an owner requests a loan, the Company will reduce the owner's
investment in the investment accounts and transfer the amount of the loan to
the loan account, a part of the Company's general account. The owner may
designate the investment accounts from which the loan is to be withdrawn.
Absent such a designation, the amount of the loan will be withdrawn from the
investment accounts in accordance with the rules for making partial
withdrawals. See "Partial Withdrawals" on page__. The policy provides that
owners may repay policy debt at any time. Under applicable loan rules, loans
generally must be repaid within five years, repayments must be made at least
quarterly and repayments must be made in substantially equal amounts. When a
loan is repaid, the amount of the repayment will be transferred from the
loan account to the investment accounts. The owner may designate the
investment accounts to which a repayment is to be allocated. Otherwise, the
repayment will be allocated in the same manner as the owner's most recent
premium. On each policy anniversary, the Company will transfer from the
investment accounts to the loan account the amount by which the debt on the
policy exceeds the balance in the loan account.

The Company charges interest of 6% per year on policy loans. Loan interest
is payable in arrears and, unless paid in cash, the accrued loan interest is
added to the amount of the debt and bears interest at 6% as well. The
Company credits interest with respect to amounts held in the loan account at
a rate of 4% per year. Consequently, the net cost

29
<PAGE> 35

of loans under the policy is 2%. If on any date debt under a policy
exceeds the policy value, the policy will be in default. In such case
the owner will receive a notice indicating the payment needed to bring
the policy out of default and will have a thirty-one day grace period
within which to pay the default amount. If the required payment is not
made within the grace period, the policy will be foreclosed (terminated
without value).

The amount of any debt will be deducted from the minimum death benefit.
See "Proceeds on Death of Last Surviving Annuitant Before Annuity Date
or Maturity Date" on page__. In addition, debt, whether or not repaid,
will have a permanent effect on the policy value because the investment
results of the investments accounts will apply only to the unborrowed
portion of the policy value. The longer debt is outstanding, the
greater the effect is likely to be. The effect could be favorable or
unfavorable. If the investment results are greater than the rate being
credited on amounts held in the loan account while the debt is
outstanding, the policy value will not increase as rapidly as it would
have if no debt were outstanding. If investment results are below that
rate, the policy value will be higher than it would have been had no
debt been outstanding.

PAYMENT OF BENEFITS, PARTIAL WITHDRAWALS, CASH SURRENDERS & TRANSFERS -
POSTPONEMENT

We will usually pay any proceeds payable, amounts partially withdrawn, or the
cash surrender value within seven calendar days after:

1. we receive your written notice for a partial withdrawal or a cash
surrender; or
2. the date chosen for any systematic withdrawal; or
3. we receive due proof of your death or the death of the last surviving
annuitant.

However, we can postpone the payment of proceeds, amounts withdrawn, the cash
surrender value, or the transfer of amounts between sub-accounts if:

1. the New York Stock Exchange is closed, other than customary weekend
and holiday closings, or trading on the exchange is restricted as
determined by the SEC; or
2. the SEC permits by an order the postponement for the protection of
policyowners; or
3. the SEC determines that an emergency exists that would make the
disposal of securities held in the Variable Account or the
determination of the value of the Variable Account's net assets not
reasonably practicable.

We have the right to defer payment of any partial withdrawal, cash surrender, or
transfer from the Fixed Account for up to six months from the date we receive
your written notice for a withdrawal, surrender or transfer.

CHARGES AGAINST THE POLICY, VARIABLE ACCOUNT, AND FUND

SURRENDER CHARGE

No deduction for a sales charge is made when premiums are paid. However, a
surrender charge (contingent deferred sales charge) will be deducted when
certain partial withdrawals and cash surrenders are made to at least partially
reimburse us for certain expenses relating to the sale of the policy, including
commissions to registered representatives and other promotional expenses. A
surrender charge may also be applied to the proceeds paid on the annuity date,
unless the proceeds are applied under Payment Option 1.

For the purpose of determining if any surrender charge applies and the amount of
such charge, partial withdrawals and surrenders are taken according to these
rules from policy value attributable to premiums or investment earnings in the
following order:

SURRENDER CHARGE

30
<PAGE> 36

<TABLE>
<CAPTION>
<S> <C> <C>
1. Up to 100% of positive investment earnings of each variable sub-account available
at the time the request is made, once a policy year, PLUS.........................................................None
2. Up to 100% of current policy year's interest on the FIXED ACCOUNT at the time the
request for surrender/withdrawal is made, once a policy year, PLUS................................................None
3. Up to 10% of total premiums STILL SUBJECT TO A SURRENDER CHARGE, once a policy
year, PLUS........................................................................................................None
4. Up to 100% of those premiums NOT SUBJECT TO A SURRENDER CHARGE, available
at any time.......................................................................................................None
5. Premiums subject to a surrender charge..............................................................................6%
Policy Years Since Premium Was Paid
Less than 1.....................................................................................................6%
At least 1, but less than 2.....................................................................................6%
At least 2, but less than 3.....................................................................................5%
At least 3, but less than 4.....................................................................................5%
At least 4, but less than 5.....................................................................................4%
At least 5, but less than 6.....................................................................................3%
At least 6, but less than 7.....................................................................................2%
At least 7....................................................................................................None
</TABLE>

Any surrender charge will be deducted proportionately from the sub-account(s) or
the Guarantee Periods under the Fixed Account being surrendered or partially
withdrawn in relation to the amount(s) withdrawn. If the amount remaining in a
sub-account or a Guarantee Period after the withdrawal is insufficient to cover
the proportionate surrender charge deduction, the balance of the surrender
charge will be assessed proportionately from any other sub-account and Guarantee
Period in which you are invested.

POLICY ADMINISTRATION CHARGE

To cover the costs of providing certain administrative services attributable to
the policies and the operations of the Variable Account, including policy
records, communicating with policyowners, and processing transactions, we deduct
a policy administration charge of $30 for the prior policy year on each policy
anniversary. If the policy value on the policy anniversary is $75,000 or more,
we will waive the policy administration charge for the prior policy year. We
will also deduct this charge for the current policy year if the policy is
surrendered for its cash surrender value, unless the policy is surrendered on a
policy anniversary.

The charge will be assessed proportionately from any sub-accounts and the
Guarantee Periods under the Fixed Account in which you are invested. If the
charge is obtained from a sub-account(s), we will cancel the appropriate number
of units credited to this policy based on the unit value at the end of the
valuation period when the charge is assessed.

DAILY ADMINISTRATION FEE

At each valuation period, we also deduct a daily administration fee at an
effective annual rate of 0.35% from the assets of the Variable Account. This
daily administration fee is intended to reimburse us for other administrative
costs under the policies.

TRANSFER PROCESSING FEE

The first 12 transfers during each policy year are free under our current
policy, which we reserve the right to change.Although, currently we do not
charge for transfers exceeding 12, we reserve the right to charge a $25 fee per
transfer. For the purposes of assessing the fee, each transfer request (which
includes a written notice or telephone call, but does not include dollar cost
averaging automatic transfers, telephone call, or automatic transfer) is
considered to be one transfer, regardless of the number of sub-accounts or
Guarantee Periods under the Fixed Account effected by the transfer. The
processing fee will be charged proportionately to the receiving sub-account(s)
and/or the Fixed Account. See "Transfers" on page __ for the rules concerning
transfers.

31
<PAGE> 37

ANNUALIZED MORTALITY AND EXPENSE RISK CHARGE

The mortality risk we assume is the risk that annuitants may live for a longer
period of time than we estimated when we established our guarantees in the
policy. Because of these guarantees, each annuitant is assured that their
longevity will not have an adverse effect on the annuity payments they receive.
The mortality risk we assume also includes our guarantee to pay a death benefit
if the last surviving annuitant dies before the annuity date or maturity date.
The expense risk we assume is the risk that the surrender charges, policy
administration charge, daily administration fee, and transfer fees may be
insufficient to cover our actual future expenses.

The annual mortality and expense risk charge is deducted at each valuation
period from the assets of the Variable Account at an effective annual rate of
1.25% of the value of the net assets in the Variable Account. This charge is not
made after the earlier of the annuity date or maturity date, and this charge is
not made against any Fixed Account value. This charge consists of approximately
0.75% to cover the mortality risk, and approximately 0.50% to cover the expense
risk.

REDUCTION OR ELIMINATION OF SURRENDER CHARGES

The amount of the surrender charge on a policy may be reduced or eliminated when
some or all of the policies are to be sold to a group of individuals in such a
manner that results in savings of sales expenses. In determining whether to
reduce the surrender charge, the Company will consider certain factors including
the following:

1. The size and type of group to which the sales are to be made will be
considered. Generally, sales expenses for a larger group are smaller
than for a smaller group because of the ability to implement large
numbers of sales with fewer sales contacts.
2. The total amount of premiums to be received will be considered. Per
dollar sales expenses are likely to be less on larger premiums than on
smaller ones.
3. Any prior or existing relationship with the Company will be considered.
Policy sales expenses are likely to be less when there is a prior or
existing relationship because of the likelihood of implementing more
sales with fewer sales contacts.
4. The level of commissions paid to selling broker-dealers will be
considered. Certain broker-dealers may offer policies in connection
with financial planning programs offered on a fee for service basis. In
view of the financial planning fees, such broker-dealers may elect to
receive lower commissions for sales of the policies, thereby reducing
the Company's sales expenses.

If, after consideration of the foregoing factors, it is determined that there
will be a reduction in sales expenses, the Company will provide a reduction in
the surrender charge. The surrender charge will be eliminated when a policy is
issued to an officer, director, employee, or relative thereof of: the Company;
The Canada Life Assurance Company; J. & W. Seligman & Co. Incorporated; or any
of their affiliates. In no event will reduction or elimination of the surrender
charge be permitted where such reduction or elimination will be discriminatory
to any person.

REDUCTION OR ELIMINATION OF POLICY ADMINISTRATION CHARGE

The amount of the policy administration charge on a policy may be reduced or
eliminated when some or all of the policies are to be sold to a group of
individuals in such a manner that results in savings of administration expenses.
In addition, if the policy value on the policy anniversary is $75,000 or more,
we will waive the policy administration charge for the prior policy year. In
determining whether to reduce or eliminate the administration charges, the
Company will consider certain factors including the following:

1. The size and type of group to which administrative services are to be
provided will be considered.
2. The total amount of premiums to be received will be considered.

32
<PAGE> 38

If, after consideration of the foregoing factors, it is determined that there
will be a reduction or elimination of administration expenses, the Company will
provide a reduction in the policy administration charge. In no event will
reduction or elimination of the administration charge be permitted where such
reduction or elimination will be discriminatory to any person.

TAXES

No premium tax is currently payable under New York law. We reserve the right to
deduct any premium taxes payable in respect of future premiums in the event New
York law should change.

When any tax is deducted from the policy value, it will be deducted
proportionately from the sub-accounts and the Guarantee Periods under the Fixed
Account in which you are invested.

We reserve the right to charge or provide for any taxes levied by any
governmental entity, including:

1. taxes that are against or attributable to premiums, policy values or
annuity payments; or
2. taxes that we incur which are attributable to investment income or
capital gains retained as part of our reserves under the policies or
from the establishment or maintenance of the Variable Account.

OTHER CHARGES INCLUDING INVESTMENT MANAGEMENT FEES

Each portfolio of the Fund is responsible for all of its operating expenses. In
addition, the Fund pays J. & W. Seligman & Co. Incorporated (the "Manager") fees
for investment management services that are calculated daily and payable monthly
from each portfolio at an annual rate of 0.40% for Capital, Cash Management
(currently waived), Common Stock, Bond and Income; 0.50% for High-Yield Bond;
0.75% for Communications and Information, and Frontier; and 1.00% for
International, Global Smaller Companies, Global Technology and Global Growth
Opportunities (of which the Manager in turn pays 0.90% to Seligman Henderson
Co., the Sub-Adviser to these four portfolios) of the average daily net assets
of the portfolio. The Prospectus and Statement of Additional Information for the
Fund provide more information concerning the investment management fee, other
charges against the portfolios, the investment management services provided to
the portfolios by J. & W. Seligman & Co. Incorporated, and the sub-advisory
services provided to the International, Global Smaller Companies, Global
Technology, and Global Growth Opportunities Portfolios by Seligman Henderson Co.

PAYMENT OPTIONS

The policy ends when we pay the proceeds on the earlier of the annuity date or
maturity date. On the annuity date, we will apply the policy value under Payment
Option 1, unless you have an election of a payment option on file at our Home
Office to receive the cash surrender value in a single sum, or to receive a
mutually agreed upon payment option (Payment Option 2). The proceeds we will pay
on the maturity date is the policy value. See "Proceeds on Annuity Date or
Maturity Date" on page__. We require the surrender of your policy so that we may
pay the cash surrender value or issue a supplemental contract for the applicable
payment option. The term "payee" means a person who is entitled to receive
payment under this section.

ELECTION OF OPTIONS

You may elect an option or revoke or change your election at any time before the
annuity date or maturity date while any annuitant is living. If an election is
not in effect at the last surviving annuitant's death or if payment is to be
made in one sum under an existing election, the beneficiary may elect one of the
options. This election must be made within one year after the last surviving
annuitant's death and before any payment has been made.

An election of an option and any revocation or change must be made in a written
notice. It must be filed with our Home Office with the written consent of any
irrevocable beneficiary.

An option may not be elected and we will pay the proceeds in one sum if either
of the following conditions exist:

1. the amount to be applied under the option is less than $2,000; or
2. any periodic payment under the election would be less than $20.

33
<PAGE> 39

DESCRIPTION OF PAYMENT OPTIONS

Payment Option 1: Life Income With Payments for 10 Years Certain

We will pay the proceeds in equal amounts at the beginning of each month, during
the payee's lifetime for at least 10 years certain.

The amount of each payment will be determined from the tables in the policy
which apply to Payment Option 1, using the payee's age. Age will be determined
from the nearest birthday at the due date of the first payment.

Payment Option 2: Mutual Agreement

We will pay the proceeds according to other terms, if those terms are mutually
agreed upon.

PAYMENT DATES

The payment dates of the options will be calculated from the date on which the
proceeds become payable.

AGE AND SURVIVAL OF PAYEE

We have the right to require proof of age of the payee(s) before making any
payment. When any payment depends on the payee's survival, we will have the
right, before making the payment, to require proof satisfactory to us that the
payee is alive.

DEATH OF PAYEE

At the death of the payee, or the last survivor of the payees, any amount
remaining to be paid under this section will become payable in one sum, unless
specified otherwise.

BETTERMENT OF INCOME

The annuity benefits at the time the policy value is applied under a payment
option will not be less than those that would be provided by the application of
an amount defined in the policy to purchase any single premium annuity policy
offered by us at the time to the same class of annuitants. Such amount will be
the greater of the cash surrender value or 95% of what the cash surrender value
would be if there were no surrender charge.

OTHER POLICY PROVISIONS

OWNER OR JOINT OWNER

During any annuitant's lifetime and before the earlier of the annuity date or
maturity date, you have all the rights and privileges granted by the policy. If
you appoint an irrevocable beneficiary or assignee, then your rights will be
subject to those of that beneficiary or assignee.

During any annuitant's lifetime and before the earlier of the annuity date or
maturity date, you may name a new owner, joint owner or annuitant by giving us
written notice.

With respect to Qualified Policies generally, however, the contract may not be
assigned (other than to us), joint ownership is not permitted, and the Owner
must be the annuitant.

34
<PAGE> 40

BENEFICIARY

We will pay the beneficiary any proceeds payable on your death or the death of
the last surviving annuitant. During any annuitant's lifetime and before the
earlier of the annuity date or maturity date, you may name and change one or
more beneficiaries by giving us written notice. However, we will require written
notice from any irrevocable beneficiary or assignee specifying their consent to
the change.

We will pay the proceeds under the beneficiary appointment in effect at the date
of death. If you have not designated otherwise in your appointment, the proceeds
will be paid to the surviving beneficiary(ies) equally. If no beneficiary is
living when you die or the last surviving annuitant dies, or if none has been
appointed, the proceeds will be paid to your estate.

WRITTEN NOTICE

Written Notice must be signed by you, dated, and of a form and content
acceptable to us. Your written notice will not be effective until we receive and
file it at our Home Office. However, the change provided in your written notice
to name or change the owner or beneficiary will then be effective as of the date
you signed the written notice:

1. subject to any payments made or other action we take before we receive
and file your written notice; and
2. whether or not you or the last surviving annuitant are alive when we
receive and file your written notice.

PERIODIC REPORTS

We will mail you a report showing the following items about your policy:

1. the number of units credited to the policy and the dollar value of a
unit;
2. the policy value;
3. any premiums paid, withdrawals, and charges made since the last
report; and
4. any other information required by law.

The information in the report will be as of a date not more than two months
before the date of the mailing. We will mail the report to you:

1. at least annually, or more often as required by law; and
2. to your last address known to us.

ASSIGNMENT

You may assign a nonqualified policy or an interest in it at any time before the
earlier of the annuity date or maturity date during any annuitant's lifetime. An
assignment must be in a written notice acceptable to us. It will not be binding
on us until we receive and file it at our Home Office. We are not responsible
for the validity of any assignment. Your rights and the rights of any
beneficiary will be effected by an assignment.

An assignment of a nonqualified policy may result in certain tax consequences to
the owner. See "Transfers, Assignment or Exchanges of a Policy" on page__.

MODIFICATION

Upon notice to you, we may modify the policy, but only if such modification:

1. is necessary to make the policy or the Variable Account comply with any
law or regulation issued by a governmental
agency to which we are subject; or

2. is necessary to assure continued qualification of the policy under the
Code or other federal or state laws relating to retirement annuities or
variable annuity policies; or
3. is necessary to reflect a change in the operation of the Variable
Accounts; or

35
<PAGE> 41

4. provides additional variable account and/or fixed accumulation options.

In the event of any such modification, we may make any appropriate endorsement
to the policy.

YIELDS AND TOTAL RETURNS

From time to time, we may advertise yields, effective yields, and total returns
for the sub-accounts. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO NOT
INDICATE OR PROJECT FUTURE PERFORMANCE. Each sub-account may, from time to time,
advertise performance relative to certain performance rankings and indices
compiled by independent organizations. More detailed information as to the
calculation of performance information, as well as comparisons with unmanaged
market indices, appears in the Statement of Additional Information.

Effective yields and total returns for the sub-accounts are based on the
investment performance of the corresponding portfolios of the Fund. The Fund's
performance in part reflects the Fund's expenses. See the Prospectus for the
Fund.

The yield of the Cash Management Sub-Account refers to the annualized income
generated by an investment in the Sub-Account over a specified 7 day period. The
yield is calculated by assuming that the income generated for that 7 day period
is generated each 7 day period over a 52 week period and is shown as a
percentage of the investment. The effective yield is calculated similarly but,
when annualized, the income earned by an investment in the Sub-Account is
assumed to be reinvested. The effective yield will be slightly higher than the
yield because of the compounding effect of this assumed reinvestment.

The yield of a sub-account (except the Cash Management Sub-Account) refers to
the annualized income generated by an investment in the sub-account over a
specified 30 day or one month period. The yield is calculated by assuming that
the income generated by the investment during that 30 day or one month period is
generated each period over a 12 month period and is shown as a percentage of the
investment.

The total return of a sub-account refers to return quotations assuming an
investment under a policy has been held in the sub-account for various periods
of time including, but not limited to, a period measured from the date the
sub-account commenced operations. When a sub-account has been in operation for
1, 5, and 10 years, respectively, the total return for these periods will be
provided.

The average annual total return quotations represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a policy to the redemption value of that investment as of the last day of
each of the periods for which total return quotations are provided. Average
annual total return information shows the average percentage change in the value
of an investment in the sub-account from the beginning date of the measuring
period to the end of that period. This standardized version of average annual
total return reflects all historical investment results, less all charges and
deductions applied against the sub-account (including any surrender charge that
would apply if an Owner terminated the policy at the end of each period
indicated, but excluding any deductions for premium taxes).

We may, in addition, advertise total return performance information computed on
a different basis. We may present total return information computed on the same
basis as described above, except deductions will not include the surrender
charge. This presentation assumes that the investment in the policy persists
beyond the period when the surrender charge applies, consistent with the
long-term investment and retirement objectives of the policy.

We may compare the performance of each sub-account in advertising and sales
literature to the performance of other variable annuity issuers in general or to
the performance of particular types of variable annuities investing in mutual
funds, or investment series of mutual funds with investment objectives similar
to each of the sub-accounts. Lipper Analytical Services, Inc. ("Lipper") and the
Variable Annuity Research Data Service ("VARDS") are independent services which
monitor and rank the performances of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis. Other
services or publications may also be cited in our advertising and sales
literature.

Lipper's rankings include variable life issuers as well as variable annuity
issuers. VARDS rankings compare only variable annuity issuers. The performance
analysis prepared by Lipper and VARDS each rank such issuers on the basis of
total return, assuming reinvestment of distributions, but do not take sales
charges, redemption fees or certain expense deductions

<PAGE> 42

at the separate account level into consideration. In addition, VARDS prepares
risk adjusted rankings, which consider the effects of market risk on total
return performance. This type of ranking provides data as to which funds provide
the highest total return within various categories of funds defined by the
degree of risk inherent in their investment objectives.

We may also compare the performance of each sub-account in advertising and sales
literature to the Standard & Poor's composite index of 500 common stocks, a
widely used index to measure stock market performance. This unmanaged index does
not reflect any "deduction" for the expense of operating or managing an
investment portfolio. We may also make comparison to Lehman Brothers
Government/Corporate Bond Index, an index that includes the Lehman Brothers
Government Bond and Corporate Bond Indices. These indices are total rate of
return indices. The Government Bond Index includes the Treasury Bond Index
(public obligations of the U.S. Treasury) and the Agency Bond Index (publicly
issued debt of U.S. Government agencies, quasi-federal corporations, and
corporate debt guaranteed by the U.S. Government). The Corporate Bond Index
includes publicly issued, fixed rate, nonconvertible investment grade
dollar-denominated, SEC registered corporate debt. All issues have at least a
one-year maturity, and all returns are at market value inclusive of accrued
interest. Other independent indices such as those prepared by Lehman Brothers
Bond Indices may also be used as a source of performance comparison.

We may also compare the performance of each sub-account in advertising and sales
literature to the Dow Jones Industrial Average, a stock average of 30 blue chip
stock companies that does not represent all new industries. Other independent
averages such as those prepared by Dow Jones & Company, Inc. may also be used as
a source of performance comparison. Day to day changes may not be reflective of
the overall market when an average is composed of a small number of companies.

TAX DEFERRAL

Under current tax laws any increase in policy value is generally not taxable to
you or an annuitant until received, subject to certain exceptions. See "FEDERAL
TAX STATUS" on page__. This deferred tax treatment may be beneficial to you in
building assets in a long-range investment program.

We may also distribute sales literature or other information including the
effect of tax-deferred compounding on a sub-account's investment returns, or
returns in general, which may be illustrated by tables, graphs, charts or
otherwise, and which may include a comparison, at various points in time, of the
return from an investment in a policy (or returns in general) on a tax-deferred
basis (assuming one or more tax rates) with the return on a currently taxable
basis where allowed by state law. All income and capital gains derived from
sub-account investments are reinvested and compound tax-deferred until
distributed. Such tax-deferred compounding can result in substantial long-term
accumulation of assets, provided that the investment experience of the
underlying portfolio of the Fund is positive.

FEDERAL TAX STATUS

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

INTRODUCTION

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 annuity policy we issue. Any person concerned about these
tax implications should consult a tax adviser before initiating any transaction.
This discussion is based upon general understanding of the present Federal
income tax laws. 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 policy may be purchased on a nonqualified tax basis ("Nonqualified Policy")
or purchased and used in connection with plans qualifying for favorable tax
treatment ("Qualified Policy"). The Qualified Policy was designed for use by
individuals whose premium payments are comprised of proceeds from and/or
contributions under retirement plans which are intended to qualify as plans
entitled to special income tax treatment under Sections 401(a), 401(k), 403(a),
403(b), 408 or 457 of the

37
<PAGE> 43
Code. The ultimate effect of Federal income taxes on the amounts held under a
policy, or annuity payments, and on the economic benefit to the owner, an
annuitant, or the beneficiary depends on the type of retirement plan, on the
tax and employment status of the individual concerned and on our tax status.
In addition, certain requirements must be satisfied in purchasing a Qualified
Policy with proceeds from a tax-qualified plan and receiving distributions
from a Qualified Policy in order to continue receiving favorable tax
treatment. Therefore, purchasers of Qualified Policies should seek legal and
tax advice regarding the suitability of a policy for their situation, the
applicable requirements, and the tax treatment of the rights and benefits of a
policy. The following discussion assumes that Qualified Policies are purchased
with proceeds from and/or contributions under retirement plans that receive
the intended special Federal income tax treatment.

THE COMPANY'S TAX STATUS

The Variable Account is not separately taxed as a "regulated investment company"
under Subchapter M of the Code. The operations of the Variable Account are a
part of and taxed with our operations. We are taxed as a life insurance company
under Subchapter L of the Code.

At the present time, we make no charge for any Federal, state or local taxes
(other than premium taxes) that we incur which may be attributable to the
Variable Account or to the policies. We, however, reserve the right in the
future to make a charge for any such tax or other economic burden resulting from
the application of the tax laws that we determine to be properly attributable to
the Variable Account or to the policies.

TAX STATUS OF THE POLICY

DIVERSIFICATION REQUIREMENTS

Section 817(h) of the Code provides that separate account investments underlying
a policy must be "adequately diversified" in accordance with Treasury
regulations in order for the policy to qualify as an annuity policy under
Section 72 of the Code. The Variable Account through each portfolio of the Fund,
intends to comply with the diversification requirements prescribed in
regulations under Section 817(h) of the Code, which affect how the assets in the
various divisions of the Accounts may be invested. Although we do not have
control over the fund in which the Variable Account invests, we believe that
each portfolio in which the Variable Account owns shares will meet the
diversification requirements and that therefore the Policy will be treated as an
annuity under the Code.

In certain circumstances, variable annuity policyowners may be considered the
owners, for Federal income tax purposes, of the assets of the separate account
used to support their policies. In those circumstances, income and gains from
the separate account assets would be includable in the variable annuity
policyowner's gross income. Several years ago, the IRS stated in published
rulings that a variable policyowner will be considered the owner of separate
account assets if the policyowner possesses incidents of ownership in those
assets, such as the ability to exercise investment control over the assets. More
recently, the Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those regulations "do
not provide guidance concerning the circumstances in which investor control of
the investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." This announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may direct their
investments to particular sub-accounts without being treated as owners of the
underlying assets."

The ownership rights under the policy are similar to, but different in certain
respects from, those described by the IRS in rulings in which it was determined
that policyowners were not owners of separate account assets. For example, the
owner of the policy has the choice of more subdivisions to which to allocate
premiums and policy values than such rulings, has a choice of investment
strategies different from such rulings, and may be able to transfer among
subdivisions more frequently than in such rulings. These differences could
result in the policyowner being treated as the owner of the assets of the
Variable Account. In addition, we do not know what standards will be set forth
in the regulations or rulings which the Treasury Department has stated it
expects to issue. We therefore reserve the right to modify the policy as
necessary to attempt to prevent the policyowner from being considered the owner
of the assets of the Variable Account.

REQUIRED DISTRIBUTIONS

<PAGE> 44

In addition to the requirements of Section 817(h) of the Code, in order to be
treated as an annuity policy for Federal income tax purposes, Section 72(s) of
the Code requires any Nonqualified Policy to provide that (a) if any owner dies
on or after the annuity date but prior to the time the entire interest in the
Policy 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 owner's death; and (b) if any owner dies prior to the
annuity commencement date, the entire interest in the Policy will be distributed
within five years after the date of the owner's death. These requirements will
be considered satisfied as to any portion of the 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 owner's death. The owner's
"designated beneficiary" is the person designated by such owner as a beneficiary
and to whom ownership of the Policy passes by reason of death and must be a
natural person. However, if the owner's "designated beneficiary" is the
surviving spouse of the owner, the Policy may be continued with the surviving
spouse as the new owner.

The Nonqualified Policies 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. We intend 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.

Other rules may apply to Qualified Policies (see "Minimum Distribution
Requirements ["MDR"] for IRAs, page__).

The following discussion assumes that the policies will qualify as annuity
contracts for Federal income tax purposes.

TAXATION OF ANNUITIES

IN GENERAL

Section 72 of the Code governs taxation of annuities in general. We believe that
an owner who is a natural person generally is not taxed on increases in the
value of a policy until distribution occurs by withdrawing all or part of the
accumulation value (e.g., partial withdrawals and surrenders) or as annuity
payments under the annuity option elected. For this purpose, the assignment,
pledge, or agreement to assign or pledge any portion of the accumulation value
(and in the case of a Qualified Policy, 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.

The owner of any annuity policy who is not a natural person generally must
include in income any increase in the excess of the policy's accumulation value
over the policy's "investment in the contract" during the taxable year. There
are some exceptions to this rule and a prospective owner that is not a natural
person may wish to discuss these with a tax adviser.

The following discussion generally applies to policies owned by natural persons.

WITHDRAWALS/DISTRIBUTIONS

In the case of a distribution under a Qualified Policy (other than a Section 457
plan), under Section 72(e) of the Code a ratable portion of the amount received
is taxable, generally based on the ratio of the "investment in the contract" to
the participant's total accrued benefit or balance under the retirement plan.
The "investment in the contract" generally equals the portion, if any, of any
premium payments paid by or on behalf of any individual under a Policy which was
not excluded from the individual's gross income. For policies issued in
connection with qualified plans, the "investment in the contract" can be zero.
Special tax rules may be available for certain distributions from Qualified
Policies.

In the case of a withdrawal/distribution (e.g., surrender, partial withdrawal or
systematic withdrawal) under a Nonqualified Policy before the annuity
commencement date, under Code Section 72(e) amounts received are generally first
treated as taxable income to the extent that the accumulation value immediately
before the withdrawal exceeds the "investment in the contract" at that time. Any
additional amount withdrawn is not taxable.

<PAGE> 45

ANNUITY PAYMENTS

Although tax consequences may vary depending on the annuity option elected under
an annuity policy, under Code Section 72(b), generally gross income does not
include that part of any amount received as an annuity under an annuity policy
that bears the same ratio to such amount as the investment in the contract bears
to the expected return at the annuity starting date. For variable income
payments, in general, the taxable portion (prior to recovery of the investment
in the contract) is determined by a formula which establishes the specific
dollar amount of each annuity 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. For fixed income payments (prior to recovery of the
investment in the contract), in general, there is no tax on the amount 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 income payment is taxable. In all
cases, after the "investment in the contract" is recovered, the full amount of
any additional annuity payments is taxable.

TAXATION OF DEATH BENEFIT PROCEEDS

Amounts may be distributed from a policy because of an death of the owner or the
last surviving 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
surrender of the policy; or
2. if distributed under a payment option, they are taxed in the same
manner as annuity payments.

PENALTY TAX ON CERTAIN WITHDRAWALS

In the case of a distribution pursuant to a Nonqualified Policy, 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 taxpayer reaches age 59 1/2;
2. made on or after the death of an owner (or if the owner is not an
individual, the death of the primary annuitant);
3. attributable to the owner becoming disabled;
4. as part of a series of substantially equal periodic payments (not less
frequently than annually) for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the
taxpayer and beneficiary; 5. made under an annuity policy that is
purchased with a single premium when the annuity starting date is no
later than a year from purchase of the annuity and substantially equal
periodic payments are made, not less frequently than annually, during
the annuity period; and
6. made under certain annuities issued in connection with structured
settlement agreements.

Other tax penalties may apply to certain distributions under a Qualified Policy,
as well as to certain contributions, loans and other circumstances.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF A POLICY

A transfer of ownership, the designation of an annuitant or other beneficiary
who is not also the owner, the designation of certain annuity starting dates, or
the exchange of a policy may result in certain tax consequences to the owner
that are not discussed herein. An owner contemplating any such transfer,
assignment, designation, or exchange of a policy should contact a tax adviser
with respect to the potential tax effects of such a transaction.

WITHHOLDING

Pension and annuity distributions generally are subject to withholding for 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. Effective January 1, 1993, withholding is mandatory for certain
distributions from Qualified contracts.

40
<PAGE> 46
MULTIPLE POLICIES

Section 72(e)(11) of the Code treats all nonqualified deferred annuity policies
entered into after October 21, 1988 that are issued by us (or our affiliates) to
the same owner during any calendar year as one annuity policy for purposes of
determining the amount includable in gross income under Code Section 72(e). The
effects of this rule are not yet clear; however, it could effect the time when
income is taxable and the amount that might be subject to the 10% penalty tax
described above. 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. There may also be other situations
in which the Treasury may conclude that it would be appropriate to aggregate two
or more annuity contracts purchased by the same owner. Accordingly, a
policyowner should consult a tax adviser before purchasing more than one annuity
contract.

POSSIBLE TAX CHANGES

In recent years, legislation has been proposed that would have adversely
modified the federal taxation of certain annuities. For example, one such
proposal would have changed the tax treatment of non-qualified annuities that
did not have "substantial life contingencies" by taxing income as it is credited
to the annuity. Although as of the date of this prospectus Congress is not
considering any legislation regarding the taxation of annuities, there is always
the possibility that the tax treatment of annuities could change by legislation
or other means (such as IRS regulations, revenue rulings, and judicial
decisions). Moreover, it is also possible that any legislative change could be
retroactive (that is, effective prior to the date of such change).

TAXATION OF QUALIFIED PLANS

The policies are designed for use with several types of qualified plans. The tax
rules applicable to participants in these qualified plans vary according to the
type of plan and the terms and conditions of the plan itself. 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 certain other circumstances. Therefore, no attempt is made
to provide more than general information about the use of the policies with the
various types of qualified retirement plans. Policyowners, the annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under
these qualified retirement plans may be subject to the terms and conditions of
the plans themselves, regardless of the terms and conditions of the policy, but
we shall not be bound by the terms and conditions of such plans to the extent
such terms contradict the policy, unless we consent. Some retirement plans are
subject to distribution and other requirements that are not incorporated in the
administration of the policies. Owners are responsible for determining that
contributions, distributions and other transactions with respect to the policies
satisfy applicable law. Brief descriptions follow of the various types of
qualified retirement plans in connection with which we will issue a policy. We
will amend the policy as instructed to conform it to the applicable legal
requirements for such plan.

INDIVIDUAL RETIREMENT ANNUITIES AND SIMPLIFIED EMPLOYEE PENSIONS (SEP/IRAS)

Section 408 of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement Annuity" or
"IRA". These IRAs are subject to limits on the amount that may be contributed,
the persons who may be eligible and on the time when distributions may commence.
Also, distributions from certain other types of qualified retirement plans may
be "rolled over" on a tax-deferred basis into an IRA. Sales of the policy for
use with IRAs may be subject to special requirements of the Internal Revenue
Service.

Section 408(k) of the Code allows employers to establish simplified employee
pension plans for their employees, using an IRA for such purpose, if certain
criteria are met. Under these plans the employer may, within specified limits,
make deductible contributions on behalf of the employee to an IRA. Employers
intending to use the policy in connection with such plans should seek advice.

Purchasers of a policy for use with IRAs will be provided with supplemental
information required by the Internal Revenue Service or other appropriate
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.
Purchasers should seek advice as to the suitability of the policy for use with
IRAs. The Internal Revenue Service has not reviewed the Policy for qualification
as an IRA, and has not

<PAGE> 47

addressed in a ruling of general applicability whether a death benefit provision
such as the provision in the policy comports with IRA qualification
requirements.

MINIMUM DISTRIBUTION REQUIREMENTS ("MDR") FOR IRAS

The Code requires that minimum distribution from an IRA begin no later than
April 1 of the year following the year in which the owner attains age 70 1/2.
Failure to do so results in a penalty of 50% of the amount not withdrawn. This
penalty is in addition to normal income tax. We will calculate the MDR only for
funds invested in this Policy and subject to our administrative guidelines,
including but not limited to: 1) minimum withdrawal amount of $250; 2) while
surrender charges are applicable, up to 10% of total premium plus 100% of any
sub-account earnings and 100% of current policy year's Fixed Account interest
may be withdrawn; and 3) use of MDR counts as the once a policy year free
withdrawal.

As an administrative practice, we will calculate and distribute an amount from
an IRA using the method contained in the Code's minimum distribution
requirements. The annual distribution is determined by dividing the prior
December 31st value for the policy by a life expectancy factor. The factor will
be based on either your life or the life expectancies of your life and your
designated beneficiary, as directed by you, and based on tables found in the
IRS' regulations. Factors are redetermined for each year's distribution. The
value of the policy to be used in this calculation is the policy value on the
December 31st prior to the year for which each subsequent payment is made. The
life expectancy factor is determined by using the appropriate IRS chart based on
one of the following circumstances:

1. Your life expectancy (Single Life Expectancy);
2. Joint life expectancy between you and your designated
beneficiary (Joint Life and Last Survivor Expectancy); or
3. Your life expectancy and a non-spouse beneficiary more than 10
years younger than you (Minimum Distribution Incident Benefit
Requirement).

The Code Minimum Distribution Requirements also apply to distribution from
qualified plans other than IRA's. You are responsible for ensuring that
distributions from such plans satisfy the Code minimum distribution
requirements.

CORPORATE AND SELF-EMPLOYED (H.R.10 AND KEOGH) PENSION AND PROFIT-SHARING PLANS

Sections 401(a), 401(k) and 403(a) of the Code permit corporate employers to
establish various types of tax-favored retirement plans for employees. The
Self-Employed Individual Tax Retirement Act of 1962, as amended, commonly
referred to as "H.R.10" or "Keogh", permits self-employed individuals also to
establish such tax-favored retirement plans for themselves and their employees.
Such retirement plans may permit the purchase of the policies in order to
accumulate retirement savings under the plans. Adverse tax consequences to the
plan, to the participant or to both may result if this policy is assigned or
transferred to any individual as a means to provide benefit payments. Employers
intending to use the policy in connection with such plans should seek advice.

DEFERRED COMPENSATION PLANS

Section 457 of the Code 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. The plans may permit
participants to specify the form of investment for their deferred compensation
account. All distributions are taxable as ordinary income. All investments are
owned by the sponsoring employer and are subject to the claims of the general
creditors of the employer.

<PAGE> 48

TAX-SHELTERED ANNUITY PLANS

Section 403(b) of the Code permits public school systems and certain tax exempt
organizations specified in Section 501(c)(3) to make payments to purchase
annuity policies for their employees. Such payments are excludable from the
employee's gross income (subject to certain limitations), but may be subject to
FICA (Social Security) taxes. Under Code requirements, Section 403(b) annuities
generally may not permit distribution of: 1) elective contributions made in
years beginning after December 31, 1988; 2) earnings on those contributions; and
3) earnings on amounts attributed to elective contributions held as of the end
of the last year beginning before January 1, 1989. Under Code requirements,
distributions of such amounts will be allowed only: 1) upon the death of the
employee; or 2) on or after attainment of age 59 1/2; or 3) separation from
service; or 4) disability; or 5) financial hardship, except that income
attributable to elective contributions may not be distributed in the case of
hardship. With respect to these restrictions, the Company is relying upon a
no-action letter dated November 28, 1988 from the staff of the SEC to the
American Council of Life Insurance, the requirements for which have been or will
be complied with by the Company.

OTHER TAX CONSEQUENCES

As noted above, the foregoing comments about the Federal tax consequences under
these policies are not exhaustive and special rules are provided with respect to
other tax situations not discussed in this Prospectus. Further, the Federal
income tax consequences discussed herein reflect our 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 a Policy depend on the individual circumstances of each owner or recipient
of the distribution. A tax adviser should be consulted for further information.

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

DISTRIBUTION OF POLICIES

Canada Life of America Financial Services, Inc. ("CLAFS") acts as the principal
underwriter, as defined in the Investment Company Act of 1940, of the policies
for the Variable Account. CLAFS is a wholly-owned subsidiary of Canada Life
Insurance Company of America, a Michigan Corporation. CLAFS, a Georgia
corporation organized on January 18, 1988, is registered with the SEC under the
Securities Exchange Act of 1934 (the "1934 Act") as a broker-dealer and is a
member of the National Association of Securities Dealers, Inc. ("NASD"). CLAFS'
principal business address is 6201 Powers Ferry Road, NW, Atlanta, Georgia.

Sales of the policies will be made by registered representatives of
broker-dealers authorized by CLAFS to sell the policies. Such registered
representatives will be licensed insurance agents of our Company. CLAFS and our
Company have entered into an exclusive promotional agent (distribution)
agreement with Seligman Financial Services, Inc. ("Seligman Financial").
Seligman Financial is a broker-dealer registered with the SEC under the 1934 Act
and is a member of the NASD. Under the promotional agent distribution agreement,
Seligman Financial will recruit and provide sales training and licensing
assistance to such registered representatives. In addition, Seligman Financial
will prepare sales and promotional materials for the policies. CLAFS will pay
distribution compensation to selling broker-dealers in varying amounts which,
under normal circumstances, are not expected to exceed 6.5% of premium payments
under the policies. Seligman Financial may from time to time pay additional
compensation pursuant to promotional contracts. In some circumstances, Seligman
Financial may provide reimbursement of certain sales and marketing expenses.
CLAFS will pay the promotional agent a fee for providing marketing support for
the distribution of the contracts.

The policies will be offered to the public on a continuous basis, and we do not
anticipate discontinuing the offering of the policies. However, we reserve the
right to discontinue the offering.

<PAGE> 49

LEGAL PROCEEDINGS

There are at present no legal proceedings to which the Variable Account is a
party or the assets of the Variable Account are subject. We are not involved in
any litigation that is of material importance in relation to our total assets or
that relates to the Variable Account.

VOTING RIGHTS

To the extent deemed to be required by law and as described in the Prospectus
for the Fund, portfolio shares held in the Variable Account and in our general
account will be voted by us at regular and special shareholder meetings of the
Fund in accordance with instructions received from persons having voting
interests in the corresponding sub-accounts. If however, the Investment Company
Act of 1940 or any regulation thereunder should be amended, or if the present
interpretation thereof should change, or if we determine that we are allowed to
vote the portfolio shares in our own right, we may elect to do so.

The number of votes which are available to you will be calculated separately for
each sub-account of the Variable Account, and may include fractional votes. The
number of votes attributable to a sub-account will be determined by applying
your percentage interest, if any, in a particular sub-account to the total
number of votes attributable to that sub-account. You hold a voting interest in
each sub-account to which the Variable Account value is allocated. You only have
voting interest prior to the annuity date or maturity date.

The number of votes of a portfolio which are available to you will be determined
as of the date coincident with the date established for determining shareholders
eligible to vote at the relevant meeting of the Fund. Voting instructions will
be solicited by written communication prior to such meeting in accordance with
procedures established by the Fund.

Fund shares as to which no timely instructions are received and shares held by
us in a sub-account as to which you have no beneficial interest will be voted in
proportion to the voting instructions which are received with respect to all
policies participating in that sub-account. Voting instructions to abstain on
any item to be voted upon will be applied to reduce the total number of votes
cast on such item.

Each person having a voting interest in a sub-account will receive proxy
materials, reports, and other material relating to the appropriate series.

FINANCIAL STATEMENTS

Our balance sheets as of December 31, 1996 and 1995, and the related statements
of operations, accumulated surplus, and cash flows for each of the three years
in the period ended December 31, 1996, as well as the Report of Independent
Auditors, are contained in the Statement of Additional Information. The Variable
Account's statement of net assets as of December 31, 1996, and the related
statements of operations and changes in net assets for the periods indicated
therein, as well as the Report of Independent Auditors, are contained in the
Statement of Additional Information.

The financial statements of the Company included in the Statement of Additional
Information should be considered only as bearing on the ability of the Company
to meet its obligations under the policies. They should not be considered as
bearing on the investment performance of the assets held in the Variable
Account.

<PAGE> 50

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

<TABLE>
<S> <C> <C>
ADDITIONAL POLICY PROVISIONS
Contract...........................................................2
Incontestability...................................................2
Misstatement of Age................................................2
Currency...........................................................3
Place of Payment...................................................3
Non-Participation..................................................3
Our Consent........................................................3

CALCULATION OF YIELDS AND TOTAL RETURNS
Cash Management Yields.............................................3
Other Sub-Account Yields...........................................4
Total Returns......................................................5
Effect of the Policy Administration Charge on Performance Data.....6

SAFEKEEPING OF ACCOUNT ASSETS..........................................
</TABLE>

<PAGE> 51

<TABLE>
<CAPTION>
<S> <C>
STATE REGULATION ....................................................... 7
RECORDS AND REPORTS..................................................... 7
LEGAL MATTERS .......................................................... 7
EXPERTS ................................................................ 7
OTHER INFORMATION ...................................................... 7
FINANCIAL STATEMENTS ................................................... 8
</TABLE>

47
<PAGE> 52

PART B

INFORMATION REQUIRED TO BE IN THE

STATEMENT OF ADDITIONAL INFORMATION

<PAGE> 53
CANADA LIFE INSURANCE COMPANY OF NEW YORK
HOME OFFICE: 500 MAMARONECK AVENUE, HARRISON, NEW YORK 10528

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

PHONE: (914) 835-8400

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

STATEMENT OF ADDITIONAL INFORMATION
VARIABLE ANNUITY ACCOUNT 2
FLEXIBLE PREMIUM VARIABLE DEFERRED ANNUITY POLICY

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

This Statement of Additional Information contains information in addition to the
information described in the Prospectus for the flexible premium variable
deferred annuity policy (the "policy") offered by Canada Life Insurance Company
of New York. This Statement of Additional Information is not a Prospectus, and
it should be read only in conjunction with the Prospectuses for the policy and
Seligman Portfolios, Inc. (the "Fund"). The Prospectuses are dated the same date
as this Statement of Additional Information. You may obtain copies of the
Prospectuses by writing or calling us at our address or phone number shown
above.

The date of this Statement of Additional Information is May 1, 1997.

<PAGE> 54

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

ADDITIONAL POLICY PROVISIONS
Contract...................................................
Incontestability...........................................2
Misstatement Of Age........................................2
Currency...................................................3
Place Of Payment...........................................3
Non-Participation..........................................3
Our Consent................................................3

CALCULATION OF YIELDS AND TOTAL RETURNS
Cash Management Yields.....................................3
Other Sub-Account Yields...................................4
Total Returns..............................................5
Effect Of The Policy Administration Charge On
Performance Data...........................................6

SAFEKEEPING OF ACCOUNT ASSETS.......................................

STATE REGULATION....................................................7

RECORDS AND REPORTS.................................................7

LEGAL MATTERS.......................................................7

EXPERTS.............................................................7

OTHER INFORMATION...................................................7

FINANCIAL STATEMENTS................................................8

ADDITIONAL POLICY PROVISIONS

CONTRACT

The entire contract is made up of the policy and the application for the policy.
The statements made in the application are deemed representations and not
warranties. We cannot use any statement in defense of a claim or to void the
policy unless it is contained in the application and a copy of the application
is attached to the policy at issue.

<PAGE> 55

INCONTESTABILITY

We will not contest the policy after it has been in force during any annuitant's
lifetime for two years from the date of issue of the policy.

MISSTATEMENT OF AGE

If the age of any annuitant has been misstated, we will pay the amount which the
proceeds would have purchased at the correct age.

If we make an overpayment because of an error in age, the overpayment plus
interest at 3% compounded annually will be a debt against the policy. If the
debt is not repaid, future payments will be reduced accordingly.

If we make an underpayment because of an error in age, any annuity payments will
be recalculated at the correct age, and future payments will be adjusted. The
underpayment with interest at 3% compounded annually will be paid in a single
sum.

3
<PAGE> 56

CURRENCY

All amounts payable under the policy will be paid in United States currency.

PLACE OF PAYMENT

All amounts payable by us will be payable at our Home Office at the address
shown on page one of this Statement of Additional Information.

NON-PARTICIPATION

The policy is not eligible for dividends and will not participate in our
divisible surplus.

OUR CONSENT

If our consent is required, it must be given in writing. It must bear the
signature, or a reproduction of the signature, of our President, Secretary or
Actuary.

CALCULATION OF YIELDS AND TOTAL RETURNS

CASH MANAGEMENT YIELDS

We may, from time to time, quote in advertisements and sales literature the
current annualized yield of the Cash Management Sub-Account for a 7 day period
in a manner which does not take into consideration any realized or unrealized
gains or losses on shares of the Cash Management Portfolio or on its portfolio
securities. This current annualized yield is computed by determining the net
change (exclusive of realized gains and losses on the sale of securities and
unrealized appreciation and depreciation) at the end of the 7 day period in the
value of a hypothetical account under a policy having a balance of 1 unit of the
Cash Management Sub-Account at the beginning of the period, dividing such net
change in account value by the value of the account at the beginning of the
period to determine the base period return, and annualizing this quotient on a
365 day basis. The net change in account value reflects: 1) net income from the
portfolio attributable to the hypothetical account; and 2) charges and
deductions imposed under the policy which are attributable to the hypothetical
account. The charges and deductions include the per unit charges for the
hypothetical account for: 1) the policy administration charge; 2) the daily
administration fee; and 3) the mortality and expense risk charge. The yield
calculation reflects an average per unit policy administration charge of $30 per
year deducted at the end of each policy year. Current Yield will be calculated
according to the following formula:

Current Yield = ((NCS-ES)/UV) X (365/7)

Where:

NCS = the net change in the value of the portfolio (exclusive
of realized gains and losses on the sale of securities and
unrealized appreciation and depreciation) for the 7 day
period attributable to a hypothetical account having a
balance of 1 Sub-Account unit.
ES = per unit expenses of the Sub-Account for the 7 day period.
UV = the unit value on the first day of the 7 day period.

The current yield for the 7 day period ended December 31, 1996 was ___%.

We may also quote the effective yield of the Cash Management Sub-Account for the
same 7 day period, determined on a compounded basis. The effective yield is
calculated by compounding the unannualized base period return according to the
following formula:
365/7

<PAGE> 57

Effective Yield = (1+((NCS-ES)/UV)) -1
Where:

The effective yield for the 7 day period ended December 31, 1996 was ___%.

Because of the charges and deductions imposed under the policy, the yield for
the Cash Management Sub-Account will be lower than the yield for the Cash
Management Portfolio.

The yields on amounts held in the Cash Management Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Cash Management Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Cash Management Portfolio, the types and quality of portfolio securities held by
the Cash Management Portfolio of the Fund, and the Cash Management Portfolio's
operating expenses.

OTHER SUB-ACCOUNT YIELDS

We may, from time to time, quote in sales literature and advertisements the
current annualized yield of one or more of the sub-accounts (except the Cash
Management Sub-Account) for 30 day or one month periods. The annualized yield of
a sub-account refers to income generated by the sub-account over a specific 30
day or one month period. Because the yield is annualized, the yield generated by
a sub-account during the 30 day or one month period is assumed to be generated
each period over a 12 month period. The yield is computed by: 1) dividing the
net investment income of the series attributable to the sub-account units less
sub-account expenses for the period; by 2) the maximum offering price per unit
on the last day of the period multiplied by the daily average number of units
outstanding for the period; by 3) compounding that yield for a 6 month period;
and by 4) multiplying that result by 2. Expenses attributable to the sub-account
include 1) the policy administration charge; 2) the daily administration fee,
and 3) the mortality and expense risk charge. The yield calculation reflects a
policy administration charge of $30 per year per policy deducted at the end of
each policy year. For purposes of calculating the 30 day or one month yield, an
average policy administration charge per dollar of policy value in the Variable
Account is used to determine the amount of the charge attributable to the
sub-account for the 30 day or one month period as described below. The 30 day or
one month yield is calculated according to the following formula:
6
Yield = 2 x ((((NI-ES)/(U x UV)) + 1) - 1)
Where:

NI = net income of the portfolio for the 30 day or one month
period attributable to the sub-account's units.
ES = expenses of the sub-account for the 30 day or one month
period.
U = the average number of units outstanding.
UV = the unit value at the close (highest) of the last day in
the 30 day or one month period.

Because of the charges and deductions imposed under the policies, the yield for
the sub-account will be lower than the yield for the corresponding portfolio.

The yield on the amounts held in the sub-accounts normally will fluctuate over
time. Therefore, the disclosed yield for any given past period is not an
indication or representation of future yields or rates of return. The
sub-account's actual yield is affected by the types and quality of portfolio
securities held by the portfolio, and its operating expenses.

Yield calculations do not take into account the surrender charge under the
policy. The surrender charge is equal to 6% of premiums paid during that current
policy year and the previous 6 policy years on certain amounts surrendered or
withdrawn under the policy as described in the Prospectus. A surrender charge
will not be imposed on the first withdrawal in any policy

<PAGE> 58

year on an amount up to 10% of the premiums paid during that current policy year
and the previous 6 policy years, if the systematic withdrawal privilege is not
elected in that policy year.

TOTAL RETURNS

We may, from time to time, also quote in sales literature or advertisements
total returns, including average annual total returns for one or more of the
sub-accounts for various periods of time. We will always include quotes of
average annual total return for the period measured from the date the
sub-account commenced operations. When a sub-account has been in operation for
1, 5, and 10 years, respectively, the average annual total return for these
periods will be provided.

Average annual total returns for other periods of time may, from time to time,
also be disclosed. Average annual total returns represent the average annual
compounded rates of return that would equate an initial investment of $1,000
under a policy to the redemption value of that investment as of the last day of
each of the periods. The ending date for each period for which total return
quotations are provided will be for the most recent quarter-end practicable,
considering the type and media of the communication and will be stated in the
communication.

Average annual total returns will be calculated using sub-account unit values
which we calculate on each valuation day based on the performance of the
sub-account's underlying portfolio, and the deductions for the mortality and
expense risk charge, daily administration fee and the policy administration
charge of $30 per year per policy deducted at the end of each policy year. For
purposes of calculating total return, an average per dollar policy
administration charge attributable to the hypothetical account for the period is
used. The total return will then be calculated according to the following
formula:
1/N
TR = ((ERV/P) )-1
Where:

TR = the average annual total return net of sub-account recurring
charges.
ERV = the ending redeemable value of the hypothetical account at
the end of the period.
P = a hypothetical initial payment of $1,000.
N = the number of years in the period.

Average annual total returns for the periods shown below were:

<TABLE>
<CAPTION>
1 Year 5 Year Return From Fund
Year Ended Year Ended Inception Date Fund
12/31/96 12/31/96 to 12/31/96 Inception Date
-------- -------- ----------- --------------
<S> <C> <C> <C> <C>
Capital* 7.22 % 8.17% 11.68 % 06/21/88
Cash Management* (1.76)% 1.91% 3.45 % 06/21/88
Common Stock* 12.69 % 11.79% 12.49 % 06/21/88
Bond* (6.98)% 3.35% 4.98 % 06/21/88
Income* (0.52)% 6.75% 7.82 % 06/21/88
International* (0.10)% *** 6.33 % 05/03/93
Communications and 1.61 % *** 18.40 % 10/04/94
Information*
Frontier* 16.48 % *** 24.33 % 10/04/94
Global Smaller Companies* 11.29 % *** 13.75 % 10/04/94
High Yield Bond* 7.31 % *** 8.39 % 05/01/95
Global Growth Opportunities* ** **** (7.29)% 05/01/96
Global Technology* ** **** (2.56)% 05/01/96
</TABLE>

* The Inception Dates of the Sub-Accounts are as follows: Capital, Cash
Management, Common Stock, Bond and Income Portfolios, 06/21/93; Global,
05/03/93; Communication and Information, Frontier and Global Smaller Companies,
10/11/94; High Yield Bond, 05/01/95; and Global Growth Opportunities and Global
Technology, 05/01/96.

** These Sub-Accounts invest in portfolios that have not been in operation one
year as of December 31, 1996, and accordingly, no one year average annual total
return is available. Thus, the from inception date returns for these
Sub-Accounts were not annualized.

*** These Sub-Accounts invest in portfolios that have not been in operation
five years as of December 31, 1996, and accordingly, no five year average
annual total return is available.

**** The date of inception of Global Growth Opportunities and Global Technology
was May 1, 1996, therfore, only cumulative from inception total returns are
provided.

We may, from time to time, also quote in sales literature or advertisements,
total returns that do not reflect the surrender charge. These are calculated in
exactly the same way as average annual total returns described above, except
that the
<PAGE> 59

ending redeemable value of the hypothetical account for the period is
replaced with an ending value for the period that does not take into account any
charge on amounts surrendered or withdrawn.

Average annual total returns without a surrender charge for the periods shown
below for the sub-accounts were:

1 Year 5 Year Return From Fund
Year Ended Year Ended Inception Date Fund
12/31/96 12/31/96 to 12/31/96 Inception Date
-------- -------- ----------- --------------
<S> <C> <C> <C> <C>
Capital* 12.62 % 8.56% 11.68 % 06/21/88
Cash Management* 3.64 % 2.41% 3.45 % 06/21/88
Common Stock* 18.09 % 12.13% 12.49 % 06/21/88
Bond* (1.58)% 3.82% 4.98 % 06/21/88
Income* 4.88 % 7.17% 7.82 % 06/21/88
International* 5.30 % *** 7.36 % 05/03/93
Communications and 7.01 % *** 20.33 % 10/04/94
Information*
Frontier* 21.88 % *** 26.15 % 10/04/94
Global Smaller Companies* 16.69 % *** 15.77 % 10/04/94
High Yield Bond* 12.71 % *** 11.42 % 05/01/95
Global Growth Opportunities* ** **** (1.89)% 05/01/96
Global Technology* ** **** 2.84 % 05/01/96
</TABLE>

*** These Sub-Accounts invest in portfolios that have not been in operation
five years as of December 31, 1996, and accordingly, no five year average
annual total return is available.

**** The date of inception of Global Growth Opportunities and Global Technology
was May 1, 1996, therefore, only cumulative from inception total returns are
provided.

EFFECT OF THE POLICY ADMINISTRATION CHARGE ON PERFORMANCE DATA

The policy provides for a $30 policy administration charge to be assessed
annually on each policy anniversary proportionately from any sub-accounts and
Fixed Account in which you are invested. If the policy value on the policy
anniversary is $75,000 or more, we will waive the policy administration charge
for the prior policy year. For purposes of reflecting the policy administration
charge in yield and total return quotations, we will convert the annual charge
into a per-dollar per-day charge based on the average policy value in the
Variable Account of all policies on the last day of the period for which
quotations are provided. The per-dollar per-day average charge will then be
adjusted to reflect the basis upon which the particular quotation is calculated.

SAFEKEEPING OF ACCOUNT ASSETS

We hold the title to the assets of the Variable Account. The assets are kept
physically segregated and held separate and apart from our general account
assets and from the assets in any other separate account we have.

Records are maintained of all purchases and redemptions of portfolio shares held
by each of the sub-accounts.

Our officers and employees are covered by an insurance company blanket bond
issued by America Home Assurance Company to The Canada Life Assurance Company,
our parent Company, in the amount of $25 million. The bond insures against
dishonest and fraudulent acts of officers and employees.

7
<PAGE> 60

STATE REGULATION

We are subject to the insurance laws and regulations of all the jurisdictions
where we are licensed to operate. The availability of certain policy rights and
provisions depends on state approval and/or filing and review processes. The
policies will be modified to comply with the requirements of each applicable
jurisdiction.

RECORDS AND REPORTS

We will maintain all records and accounts relating to the Variable Account. As
presently required by the Investment Company Act of 1940 and regulations
promulgated thereunder, reports containing such information as may be required
under the Act or by any other applicable law or regulation will be sent to you
semi-annually at your last address known to us.

<PAGE> 61

LEGAL MATTERS

All matters relating to New York law pertaining to the policies, including the
validity of the policies and our authority to issue the policies, have been
passed upon by David A. Hopkins. Sutherland, Asbill & Brennan of Washington,
D.C., has provided advice on certain matters relating to the federal securities
laws.

EXPERTS

Our balance sheets as of December 31, 1996 and 1995, and the related statements
of operations, accumulated surplus, and cash flows for each of the three years
in the period ended December 31, 1996, included in this Statement of Additional
Information and Registration Statement as well as the Variable Account's
statement of net assets as of December 31, 1996, and the related statements of
operations and changes in net assets for the periods indicated therein included
in this Statement of Additional Information and Registration Statement have been
audited by Ernst & Young, Chartered Accountants, of Toronto, Ontario as set
forth in their reports thereon appearing elsewhere herein and in the
Registration Statement, and are included in reliance upon such reports given
upon the authority of such firm as experts in accounting and auditing.

OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933 as amended, with respect to the policies discussed in this Statement of
Additional Information. Not all of the information set forth in the registration
statement, amendments and exhibits thereto has been included in this Statement
of Additional Information. Statements contained in this Statement of Additional
Information concerning the content of the policies and other legal instruments
are intended to be summaries. For a complete statement of the terms of these
documents, reference should be made to the instruments filed with the SEC.

FINANCIAL STATEMENTS

The Variable Account's statement of net assets as of December 31, 1996, and the
related statements of operations and changes in net assets for the periods
indicated therein, as well as the Report of Independent Auditors, are contained
herein. Ernst & Young, Chartered Accountants, serves as independent auditors for
the Variable Account.

Our balance sheets as of December 31, 1996 and 1995, and the related statements
of operations, accumulated surplus, and cash flows for each of the three years
in the period ended December 31, 1996, as well as the Report of Independent
Auditors, are contained herein. The financial statements of the Company should
be considered only as bearing on our ability to meet our obligations under the
policies. They should not be considered as bearing on the investment performance
of the assets held in the Variable Account.

9
<PAGE> 62
PART C

OTHER INFORMATION

<PAGE> 63

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) Financial Statements

To be filed in a subsequent Post-Effective Amendment.

(b) Exhibits
(1) Resolution of the Board of Directors of Canada Life Insurance
Company of New York authorizing establishment of the Variable
Account 2**
(2) Not applicable
(3) (a) Form of Promotional Agent Distribution Agreement**
(b) Form of Selling Agreement**
(c) Distribution Agreement*
(d) Amendment to Distribution Agreement**

(4) (a) Form of Annuity Policy
To be filed in a subsequent Post-Effective Amendment.
(b) Riders and Endorsements
To be file din a subsequent Post-Effective Amendment.

(5) Form of Application
(6) (a) Certificate of Incorporation of Canada Life Insurance
Company of New York*
(b) By-Laws of Canada Life Insurance Company of New York*
(c) Amendment to the By-Law of Canada Life Insurance Company
of New York passed by the Board on November 19, 1993.***
(7) Not applicable
(8) Buy-Sell Agreement**
(9) Opinion and Consent of Counsel**
(10) (a) Consent of Counsel

(b) Consent of Independent Counsel
To be filed in a subsequent Post-Effective Amendment.
(c) Consent of Independent Auditors
To be filed in a subsequent Post-Effective Amendment.

(11) Not applicable
(12) Not applicable
(13) Not applicable

* Incorporated herein by reference to the initial filing of the
Registration Statement on Form N-4 for Variable Account 1 of Canada Life
Insurance Company of New York (File No. 33-32199) made on November 21,
1989.

** Incorporated herein by reference to the initial filing of the
Registration Statement on Form N-4 for Variable Account 2 of Canada Life
Insurance Company of New York (File No. 33-64240) made on June 10, 1993.

*** Incorporated herein by reference with the Post-Effective Amendment No.
2 of this Form N-4 Registration Statement (File No. 33-64240) filed on
April 14, 1995.

<PAGE> 64

Item 25. Directors and Officers of the Depositor

Name and Principal
Business Address Positions and Offices with Depositor
------------------ ------------------------------------
<S> <C>
David A. Nield (1) Chairman and Director
D. Allen Loney (2) President and Director
Paul R. McCadam (3) Vice-President and Chief Operating Officer
Mary L. Craft (2) Director of Administration
Dr. Robert W. Lund (2) Medical Director
Donald K. Cooper (3) Director of Marketing
Jeffrey R. Wilt (3) Director of Marketing
William S. McIlwaine (2) Director of Group Sales
Don D. Myers (2) Accounting Officer
Gary M. Haddow (2) Administrative Officer
Kenneth T. Ledwos (2) Actuary
Sergio Benedetti (2) Marketing Actuary
Janet G. Deskins(2) Marketing Actuary
John W. Pratt (2) Actuarial Associate
M. G. Libenson(1) Internal Auditor
David A. Hopkins (2) Secretary
Roy W. Linden (1) Assistant Secretary
George N. Isaac (1) Assistant Treasurer
Edward P. Ovsenny (1) Assistant Treasurer
Brian J. Lynch (1) Assistant Treasurer
Wendy M. Michaud (3) Chief Underwriter
Gordon N. Farquhar (4) Director
Christopher T. Green (5) Director
Alfred F. Kelly (6) Director
William E. Kelly (7) Director
William B. Morris (9) Director
Harry Van Benschoten (10) Director
Julius Vogel (11) Director
</TABLE>

<TABLE>
<S> <C>
(1) The business address is 330 University Avenue, Toronto, Ontario, Canada M5G 1R8.
(2) The business address is 6201 Powers Ferry Road, NW, Suite 600, Atlanta, GA, USA 30339.
(3) The business address is 500 Mamaroneck Avenue, Harrison, New York, USA 10528.
(4) The business address is 43 Meadow Avenue, Weekapaug, Rhode Island, USA 02891
(5) The business address is 1000 Cathedral Place, 298 Main Street, Buffalo, New York, USA 14202.
(6) The business address is 232 Crestwood Avenue, Tuckahoe, New York, USA 10707
(7) The business address is 320 Park Avenue, New York, New York, USA 10022.
(8) The business address is 4 Glenellen Drive East, Toronto, Ontario, Canada M8Y 2G5
(9) The business address is 9 West 57th Street, New York, New York, USA 10019
(10) The business address is 105 Seminary Street, New Canaan, Connecticut, USA 06840
(11) The business address is 72 Colt Road, Summit, New Jersey, USA 07901
</TABLE>

<PAGE> 65

Item 26. Persons Controlled by or Under Common Control With the Depositor
or Registrant
<TABLE>
<CAPTION>
PERCENT OF
VOTING SECURITIES PRINCIPAL
NAME JURISDICTION OWNED BUSINESS
---- ------------ ----- --------
<S> <C> <C> <C>
The Canada Life Assurance Canada Mutual Company Life Insurance and Health
Company

Canada Life Insurance Michigan Ownership of all voting securities Life Insurance
Company of America (CLICA) through Canada Life

Adason Properties Limited Canada Ownership of all voting securities Property Management
through Canada Life

The Canada Life Assurance England Ownership of all voting securities Life Insurance
Company of Great Britain through Canada Life

Canada Life Unit Trust England Ownership of all voting securities Unit Trust Management
Managers Limited through Canada Life of Great Britain

Canada Life Mortgage Canada Ownership of all voting securities Mortgage Portfolios
Services Ltd. through Canada life Management

Canada Life Data Services Canada Ownership of all voting securities Data Support Services
Limited through Canada Life

The CLGB Property Company England Ownership of all voting securities Property Management
Limited through Canada Life of Great Britain

CLASSO Benefit Services Canada Ownership of all voting securities Administrative Services
Limited through Canada Life

Canada Life Casualty Canada Ownership of all voting securities Property and Casualty
Insurance Company through Canada Life Insurance

Canada Life Investment Canada Ownership of all voting securities Investment Counseling
Management Limited through Canada Life

Sherway Centre Limited Canada Ownership of all voting securities Property Management
through Canada Life

The Canada Life Assurance Rep. of Ireland Ownership of all voting securities Life Insurance
Company of Ireland Limited through Canada Life of Great Britain

Canlife - IBI Investment Rep. of Ireland Ownership of 50% of voting Equity Fund Management
Services Limited securities through Canada Life of
Ireland Limited and 50% through the
Investment Bank of Ireland

Canada Life Financial England Ownership of all voting securities Unit Fund Sales and
Services Company Limited through Canada Life of Great Britain Management

Canada Life Financial Rep. of Ireland Ownership of all voting securities Unit Fund Sales and
Services Company of Ireland through Canada Life of Ireland Management
</TABLE>

<PAGE> 66

Limited
<S> <C> <C> <C>

Canada Life of America Georgia Ownership of all voting securities Broker Dealer
Financial Services Inc. through CLICA

Canada Life of America Maryland Ownership of all voting securities Mutual Fund
Series Fund, Inc. through CLICA

CLMS Realty Ltd. Canada 99% of the common shares and Realtor
100% of the convertible preference
shares are owned by Canada Life

Canada Life Pension & Rep. of Ireland Ownership of all voting securities Unit Trust
Annuities (Ireland) Limited through Canada Life Assurance
(Ireland) Limited

CLAI Limited Rep. of Ireland Ownership of all voting securities Holding Company
through Canada Life of Great Britain

The Canada Life Assurance Rep. of Ireland Ownership of all voting securities Life Insurance
Company of Ireland Limited through CLAI Limited

CL Capital Management, Inc. Georgia Ownership of all voting securities Investment Management
through CLICA
</TABLE>

Item 27. Number of Policy Owners

As of December 31, 1996 there are 28 non-qualified policy
owners and 4 qualified policy owners.

Item 28. Indemnification***

Item 29. Principal Underwriter**

Item 30. Location of Accounts and Records

All accounts and records required to be maintained by Section
31(a) of the 1940 Act and the rules under it are maintained by
CLNY at its Home Office address at 500 Mamaroneck Avenue,
Harrison, New York 10528.

Item 31. Management Services

All management contracts are discussed in Part A or Part B.

Item 32. Undertakings**

"Canada Life Insurance Company of New York hereby represents
that the fees and charges deducted under the Policy, in
aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks
assumed by Canada Life Insurance Company of New York."

- ---------------------------
** Incorporated herein by reference to the initial filing of the Registration
Statement on Form N-4 for Variable Account 2 of Canada Life Insurance Company of
New York (File No. 33-64240) made on June 10, 1993.

<PAGE> 67

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Post-Effective Amendment Number 5 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, and the State of New York on this 28th day of February 1997.

CANADA LIFE INSURANCE COMPANY OF NEW YORK
VARIABLE ANNUITY ACCOUNT 2

By /s/ D. A. Loney
-----------------------------------------
D. A. Loney, President
Canada Life Insurance Company of New York

CANADA LIFE INSURANCE COMPANY OF NEW YORK

By /s/ D. A. Loney
-----------------------------------------
D. A. Loney, President

As required by the Securities Act of 1933, this Post-Effective Amendment Number
5 has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ D. A. Nield Chairman and Director 2/28/97
- -----------------------------------------------------
D. A. Nield

/s/ D. A. Loney President and Director 2/28/97
- -----------------------------------------------------
D. A. Loney

/s/ G. N. Farquhar Director 2/28/97
- -----------------------------------------------------
G. N. Farquhar

/s/ C. T. Greene Director 2/28/97
- -----------------------------------------------------
C. T. Greene
</TABLE>

<PAGE> 68

<TABLE>
<CAPTION>
<S> <C> <C>
/s/ A. F. Kelly Director 2/28/97
- -----------------------------------------------------
A. F. Kelly

/s/ W. E. Kelly Director 2/28/97
- -----------------------------------------------------
W. E. Kelly

/s/ W. B. Morris Director 2/28/97
- -----------------------------------------------------
W. B. Morris

/s/ H. Van Benschoten Director 2/28/97
- -----------------------------------------------------
H. Van Benschoten

/s/ J. Vogel Director 2/28/97
- -----------------------------------------------------
J. Vogel
</TABLE>

<PAGE> 69

EXHIBIT INDEX

Exhibit Number Description of Exhibit
-------------- ----------------------

10 (a) Consent of Counsel

<PAGE> 70

<PAGE> 71

<PAGE> 72

<PAGE> 1

Exhibit 10(a)
Form of Consent of Counsel

<PAGE> 2

February 28, 1997

Board of Directors
Canada Life Insurance Company of New York
Canada Life of New York Variable Annuity Account 2
500 Mamaroneck Avenue
Harrison, New York 10528

Gentlemen:

I hereby consent to the use of my name under the caption "Legal Matters" in the
Statement of Additional Information contained in the Post Effective Amendment
No. 5 to the Registration Statement on Form N-4 (File No. 33-64240) filed by
Canada Life Insurance Company of New York and Canada Life of New York Variable
Annuity Account 2 with the Securities and Exchange Commission. In giving this
consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.

Sincerely,

/s/ David A. Hopkins

David A. Hopkins
Secretary and
Chief Counsel, U.S. Division

DAH/dr