VEL II ACCT OF STATE MUTUAL LIFE ASSUR CO OF AMERICA
497, 1998-01-16
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                                     VEL ACCOUNT
                                 INHEIRITAGE ACCOUNT
                                          OF
                  FIRST ALLMERICA FINANCIAL LIFE INSURANCE  COMPANY

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

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

GUARANTEED DEATH BENEFIT RIDER 

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




SUPPLEMENT DATED JANUARY 19, 1998 
(VEL 93, INHEIRITAGE, SELECT INHEIRITAGE)


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