SEPARATE ACCT VA K OF FIRST ALLMERICA FINANCIAL LIFE INS CO, 485BPOS, 1999-11-15

SEPARATE ACCT VA K OF FIRST ALLMERICA FINANCIAL LIFE INS CO
485BPOS, 1999-11-15

Previous: SWWT INC, 10-Q, 1999-11-15

Next: SPEARS BENZAK SALOMON & FARRELL/NY, 13F-HR, 1999-11-15

<PAGE>

File Nos. 33-71054
811-8114

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1933
Post-Effective Amendment No. 11

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 22

SEPARATE ACCOUNT VA-K OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Exact Name of Registrant)

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
(Name of Depositor)
440 Lincoln Street
Worcester, MA 01653
(Address of Depositor's Principal Executive Offices)
(508) 855-1000
(Depositor's Telephone Number, including Area Code)

Mary Eldridge, Secretary
First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653
(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

__X__ immediately upon filing pursuant to Paragraph (b) of Rule 485
_____ on (date) pursuant to Paragraph (b) of Rule 485
_____ 60 days after filing pursuant to Paragraph (a)(1) of Rule 485
_____ on (date) pursuant to Paragraph (a) (1) of Rule 485
_____ this post-effective amendment designates a new effective
date for a previously filed post-effective amendment

VARIABLE ANNUITY POLICIES

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940
("the 1940 Act"), Registrant has registered that an indefinite amount of its
securities is being registered under the Securities Act of 1933 ("the 1933
Act"). The Rule 24f-2 Notice for the issuer's fiscal year ended December 31,
1998 was filed on or before March 30, 1999.

<PAGE>

This Post-Effective Amendment No. 11 under the Securities Act of 1933 is
being filed for the purposes of adding a supplement to the Prospectuses and
Statement of Additional Information of Separate Account VA-K of First
Allmerica Financial Life Insurance Company dated May 1, 1999 and to generally
update corporate information for the Company and the Registrant in Part C.
All other pertinent information regarding this Registration Statement,
including the Prospectuses and Statement of Additional Information was
previously filed in Registrant's Post-Effective Amendment No. 10 on April 27,
1999 and is incorporated by reference herein.

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF ITEMS CALLED FOR
BY FORM N-4

<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
<S> <C>
1..........................Cover Page

2..........................Special Terms

3..........................Prospectus A: Summary of Contract Features; Summary of Fees and Expenses
...........................Prospectus B: Summary of Policy Features; Summary of Fees and Expenses

4..........................Condensed Financial Information; Performance Information

5..........................Description of the Companies, the Variable Accounts, and Delaware
Group Premium Fund, Inc.

6..........................Charges and Deductions

7..........................Description of the Contract

8..........................Electing the Form of Annuity and the Annuity Date; Description of Variable Annuity
Payout Options; Annuity Benefit Payments

9..........................Death Benefit

10.........................Payments; Computation of Values

11.........................Surrender; Withdrawals; Charge for Surrender and Withdrawal; Withdrawal without
Surrender Charge; Texas Optional Retirement Program

12.........................Federal Tax Considerations

13.........................Legal Matters

14.........................Statement of Additional Information-Table of Contents
</TABLE>

<TABLE>
<CAPTION>
FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
- ----------------- ----------------------------------------------
<S> <C>
15.........................Cover Page

16.........................Table of Contents
</TABLE>

<PAGE>

<TABLE>
<S> <C>
17.........................General Information and History

18.........................Services

19.........................Underwriters

20.........................Underwriters

21.........................Performance Information

22.........................Annuity Benefit Payments

23.........................Financial Statements
</TABLE>

<PAGE>

SEPARATE ACCOUNT VA-K
DELAWARE MEDALLION III

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999

***

A new Sub-Account is available under the Contract. The Sub-Account will
invest exclusively in shares of the U.S. Growth Series of the Delaware Group
Premium Fund, Inc. As such, the following information supplements the
corresponding sections of the Prospectus. Please consult the Prospectus for
the full text of each supplemented section.

Under "1. THE DELAWARE MEDALLION III VARIABLE ANNUITY CONTRACT" on page P-1
of the Profile the number "18" is substituted for the number "17" in the
second sentence of the second paragraph.

Under "4. INVESTMENT OPTIONS" on page P-2 of the Profile, "U.S. Growth
Series" is added after DelCap Series to the listing of investment options.

Under "5. EXPENSES" in the Profile, the following is added to the table on
page P-3:

<TABLE>
<CAPTION>
EXAMPLES:
TOTAL ANNUAL
EXPENSE AT THE END OF
---------------------
TOTAL ANNUAL TOTAL ANNUAL TOTAL
INSURANCE INVESTMENT ANNUAL (1) (2)
INVESTMENT SERIES CHARGES CHARGES CHARGES 1 YEAR 10 YEARS
- ----------------- ------- ------- ------- ------ --------
<S> <C> <C> <C> <C> <C>
U.S. Growth Series*................. 1.43% 0.75% 2.18% $83 $248

The Footnote under "5. EXPENSES" in the Profile is amended as follows:
</TABLE>

* The Aggressive Growth Series and U.S. Growth Series had not commenced
operations as of December 31, 1998. Expenses shown are based on estimated
and annualized amounts. Actual expenses may be greater or less than
shown. The REIT Series commenced operations on May 1, 1998. Expenses shown
are based on annualized amounts.

"U.S. Growth Series" is added after DelCap Series in the listing of Series on
page 1 of the Prospectus.

Under "UNDERLYING FUND (OR FUNDS)" on page 4 of the Prospectus, "U.S. Growth
Series" is inserted after DelCap Series.

The following information on the U.S. Growth Series is added to the Annual
Fund Expenses table and footnotes on pages 7 and 8 of the Prospectus:

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY WAIVERS/
PORTFOLIO VOLUNTARY WAIVERS) REIMBURSEMENTS) REIMBURSEMENTS)
- --------- ------------------ --------------- ---------------
<S> <C> <C> <C>
U.S. Growth Series @................ 0.58% 0.17% 0.75%(1)(2)
</TABLE>

@ The Aggressive Growth Series and U.S. Growth Series had not commenced
operations as of December 31, 1998. Expenses shown are based on estimated
and annualized amounts. Actual expenses

<PAGE>

may be greater or less than shown. The REIT Series commenced operations on
May 1, 1998. Expenses shown are based on annualized amounts.

(1) For the fiscal year ended December 31, 1998, before waiver and/or
reimbursement by the investment adviser, total Series expenses as a
percentage of average daily net assets were 0.86% for DelCap Series, 0.89%
for Social Awareness Series, 1.02% for REIT Series, 1.67% for Emerging
Markets Series, 0.81% for Strategic Income Series, 0.92% for Global Bond
Series, 0.88% for International Equity Series. Total expenses are anticipated
to be 0.92% for Aggressive Growth Series and 0.82% for U.S. Growth Series.

(2) The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, U.S. Growth
Series, Aggressive Growth Series, Social Awareness Series, REIT Series, Small
Cap Value Series, Trend Series, Delaware Balanced Series (formerly known as
"Delaware Series"), Convertible Securities Series, Delchester Series, Capital
Reserves Series, Strategic Income Series, and Cash Reserve Series is Delaware
Management Company, a series of Delaware Management Business Trust ("Delaware
Management"). The investment adviser for the International Equity Series,
Emerging Markets Series, and the Global Bond Series is Delaware International
Advisers Ltd. ("Delaware International"). The investment advisers for the
Series of DGPF have agreed from November 1, 1999 through April 30, 2000 to
maintain the voluntary management fee waivers and expense reimbursements that
expired on October 31, 1999. As a result, expenses will not exceed 1.50% for
the Emerging Markets Series; 0.95% for the International Equity Series; 0.85%
for DelCap Series, Aggressive Growth Series, Social Awareness Series, REIT
Series, Small Cap Value Series, Trend Series, Convertible Securities Series
and Global Bond Series, 0.75% for U.S. Growth Series, and 0.80% for all other
Series. In addition, effective May 1, 1999, Delaware Management voluntarily
elected to cap its management fee for the Growth and Income Series at 0.60%
indefinitely. The fee ratios shown above have been restated, if necessary, to
reflect the new voluntary limitations which took effect on November 1, 1999.
The declaration of a voluntary expense limitation does not bind the
investment advisers to declare future expense limitations with respect to
these Funds. Pursuant to a vote of the Fund's shareholders on March 17, 1999,
a new management fee structure based on average daily net assets was
approved. The above ratios have been restated to reflect the new management
fee structure which took effect on May 1, 1999.

The following cumulative expense information is added to Examples (1)(a),
(1)(b), (2)(a), and (2)(b) on pages 8 through 10 of the Prospectus:

<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Growth Series.................. $83 $113 $145 $248

(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $85 $121 $157 $273

(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $22 $67 $115 $248

(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $24 $75 $128 $273
</TABLE>

Under "WHAT ARE MY INVESTMENT CHOICES?" on page 13 of the Prospectus, the
second sentence is amended to read as follows:

YOU HAVE A CHOICE OF 18 SUB-ACCOUNTS INVESTING IN THE FOLLOWING SERIES OF
DGPF:

<PAGE>

Growth & Income Series International Equity Series
Devon Series Emerging Markets Series
DelCap Series Delaware Balanced Series
U.S. Growth Series Convertible Securities Series
Aggressive Growth Series Delchester Series
Social Awareness Series Capital Reserves Series
REIT Series Strategic Income Series
Small Cap Value Series Cash Reserve Series
Trend Series Global Bond Series.

Under "WHO IS THE INVESTMENT ADVISER?" on page 13 of the Prospectus, the
following paragraph is amended to read as follows:

Delaware Management Company, a series of Delaware Management Business Trust
("Delaware Management") is the investment adviser for the Growth & Income
Series, Devon Series, DelCap Series, U.S. Growth Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, Delaware Balanced Series, Convertible Securities Series, Delchester
Series, Capital Reserves Series, Strategic Income Series, and Cash Reserve
Series. The investment adviser for the International Equity Series, Emerging
Markets Series and the Global Bond Series is Delaware International Advisers
Ltd. ("Delaware International").

Under "THE VARIABLE ACCOUNTS" on page 19 of the Prospectus, the second sentence
in the third paragraph is amended to read as follows:

There are 18 Sub-Accounts available under the Contract.

Under "DELAWARE GROUP PREMIUM FUND, INC." on page 19 of the Prospectus, the
fourth sentence of the first paragraph is amended to read as follows:

DGPF currently has 18 investment portfolios, each issuing a series of shares:
Growth & Income Series, Devon Series, DelCap Series, U.S. Growth Series,
Aggressive Growth Series, Social Awareness Series, REIT Series, Small Cap
Value Series, Trend Series, International Equity Series, Emerging Markets
Series, Delaware Balanced Series, Convertible Securities Series, Delchester
Series, Capital Reserves Series, Strategic Income Series, Cash Reserve
Series, and Global Bond Series (collectively, the "Underlying Funds").

Under "DELAWARE GROUP PREMIUM FUND, INC." on page 19 of the Prospectus, the
first sentence of the second paragraph is amended to read as follows:

The investment adviser for the Growth & Income Series, Devon Series, DelCap
Series, U.S. Growth Series, Aggressive Growth Series, Social Awareness
Series, REIT Series, Small Cap Value Series, Trend Series, Delaware Balanced
Series, Convertible Securities Series, Delchester Series, Capital Reserves
Series, Strategic Income Series, and Cash Reserve Series is Delaware
Management Company, a series of Delaware Management Business Trust ("Delaware
Management").

The following summary of the investment objective of the "U.S. Growth Series"
is inserted as the fourth Fund summary under "INVESTMENT OBJECTIVES AND
POLICIES" on page 20 of the Prospectus:

U.S. GROWTH SERIES -- seeks to achieve maximum capital appreciation.

Under "INVESTMENT ADVISORY SERVICES TO DGPF" on page 21 of the Prospectus,
the first paragraph is amended to read as follows:

Investment advisers are paid an annual fee based on the average daily net
assets of their respective Underlying Funds for management services. The Cash
Reserve Series management fee rate is as follows: 0.45% on the first $500
million, 0.40% on the next $500 million, 0.35% on the next $1,500 million and
0.30% on assets in excess of $2,500 million; the Capital Reserves Series
management fee rate is as follows: 0.50% on the first $500 million, 0.475% on
the next $500 million, 0.45% on the next $1,500 million and 0.425% on assets
in excess of $2,500 million; the Growth & Income Series, U.S. Growth
Series, Delchester Series, Delaware Balanced Series, Devon Series and
Strategic Income Series management fee rate is as follows: 0.65% on the first
$500 million, 0.60% on the next $500 million, 0.55% on the next $1,500
million and 0.50% on assets in excess of $2,500 million; the DelCap Series,
Aggressive Growth Series, Small Cap Value Series, Trend Series, Social
Awareness Series, REIT Series, Convertible Securities Series and Global Bond
Series management fee rate is as follows: 0.75% on the first $500 million,
0.70% on the next $500 million, 0.65% on the next $1,500 million and 0.60% on
assets in excess of $2,500 million; the International Equity Series
management fee rate is as follows: 0.85% on

<PAGE>

the first $500 million, 0.80% on the next $500 million, 0.75% on the next
$1,500 million and 0.70% on assets in excess of $2,500 million; and the
Emerging Markets Series management fee rate is as follows: 1.25% on the first
$500 million, 1.20% on the next $500 million, 1.15% on the next $1,500
million and 1.10% on assets in excess of $2,500 million; all per year.
Regarding the Growth and Income Series, the investment adviser has
voluntarily elected to cap the management fee at 0.60%, indefinitely.

***

SUPPLEMENT DATED NOVEMBER 15, 1999
<PAGE>

SEPARATE ACCOUNT VA-K
DELAWARE MEDALLION I DELAWARE MEDALLION II

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

SUPPLEMENT TO PROSPECTUS DATED MAY 1, 1999

***

"U.S. Growth Series" is added after DelCap Series in the listing of Series on
page 1 of the Prospectus.

Under "UNDERLYING SERIES" on page 4 of the Prospectus, "U.S. Growth Series"
is inserted after DelCap Series.

The following information on the U.S. Growth Series is added to the Annual
Fund Expenses table and footnotes on pages 7 and 8 of the Prospectus:

<TABLE>
<CAPTION>
MANAGEMENT FEE OTHER EXPENSES TOTAL FUND EXPENSES
(AFTER ANY (AFTER ANY (AFTER ANY WAIVERS/
FUND VOLUNTARY WAIVERS) REIMBURSEMENTS) REIMBURSEMENTS)
- ---- ------------------ --------------- ---------------
<S> <C> <C> <C>
U.S. Growth Series @................ 0.58% 0.17% 0.75%(1)(2)
</TABLE>

@ The Aggressive Growth Series and U.S. Growth Series had not commenced
operations as of December 31, 1998. Expenses shown are based on estimated and
annualized amounts. Actual expenses may be greater or less than shown. The
REIT Series commenced operations on May 1, 1998. Expenses shown are based on
annualized amounts.

(1) For the fiscal year ended December 31, 1998, before waiver and/or
reimbursement by the investment adviser, total Series expenses as a
percentage of average daily net assets were 0.86% for DelCap Series, 0.89%
for Social Awareness Series, 1.02% for REIT Series, 1.67% for Emerging
Markets Series, 0.81% for Strategic Income Series, 0.92% for Global Bond
Series, and 0.88% for International Equity Series. Total expenses are
anticipated to be 0.92% for Aggressive Growth Series and 0.82% for U.S.
Growth Series.

(2) The investment adviser for the Growth & Income Series (formerly known as
"Decatur Total Return Series"), Devon Series, DelCap Series, U.S. Growth
Series, Aggressive Growth Series, Social Awareness Series, REIT Series, Small
Cap Value Series, Trend Series, Delaware Balanced Series (formerly known as
"Delaware Series"), Convertible Securities Series, Delchester Series, Capital
Reserves Series, Strategic Income Series, and Cash Reserve Series is Delaware
Management Company, a series of Delaware Management Business Trust
("Delaware Management"). The investment adviser for the International
Equity Series, Emerging Markets Series and the Global Bond Series is Delaware
International Advisers Ltd. ("Delaware International"). The investment
advisers for the Series of DGPF have agreed from November 1, 1999 through
April 30, 2000 to maintain the voluntary management fee waivers and expense
reimbursements that expired on October 31, 1999. As a result, expenses will
not exceed 1.50% for the Emerging Markets Series; 0.95% for the
International Equity Series; 0.85% for DelCap Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, Convertible Securities Series and Global Bond Series, 0.75% for U.S.
Growth Series, and 0.80% for all other Series. In addition, effective May 1,
1999, Delaware Management voluntarily elected to cap its management fee for
the Growth and Income Series at 0.60% indefinitely. The fee ratios shown
above have been restated, if necessary, to reflect the new voluntary
limitations which took effect on November 1, 1999. The declaration of a
voluntary expense limitation does not bind the investment advisers to declare
future expense limitations with respect to these Funds. Pursuant to a vote of
the Fund's shareholders on March 17, 1999, a new management fee structure
based on average daily net assets was approved. The

<PAGE>

above ratios have been restated to reflect the new management fee structure
which took effect on May 1, 1999.

The following cumulative expense information is added to Examples (1)(a),
(1)(b), (2)(a), and (2)(b) on pages 8 through 10 of the Prospectus:

<TABLE>
<CAPTION>
(1)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Growth Series.................. $87 $136 $165 $248

(1)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $89 $143 $178 $273

(2)(a) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $22 $67 $115 $248

(2)(b) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
U.S. Growth Series.................. $24 $75 $128 $273
</TABLE>

Under "INVESTMENT OPTIONS" on page 11 of the Prospectus, the second sentence
in the second paragraph is amended to read as follows:

The Fund is an open-end, management investment company, consisting of 18
different series: the Growth & Income Series (formerly Decatur Total Return
Series), Devon Series, DelCap Series, U.S. Growth Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, International Equity Series, Emerging Markets Series, Delaware
Balanced Series (formerly Delaware Series), Convertible Securities Series,
Delchester Series, Capital Reserves Series, Strategic Income Series, Cash
Reserve Series, and Global Bond Series ("Underlying Series").

Under "THE SEPARATE ACCOUNT" on page 21 of the Prospectus, the third sentence
of the second paragraph is amended to read as follows:

There are 18 Sub-Accounts available under the Policies.

Under "DELAWARE GROUP PREMIUM FUND, INC." on page 21 of the Prospectus, the
fourth sentence of the first paragraph is amended to read as follows:

The Fund currently has 18 investment portfolios ("Underlying Series"), each
issuing a series of shares: Growth & Income Series, Devon Series, DelCap
Series, U.S. Growth Series, Aggressive Growth Series, Social Awareness
Series, REIT Series, Small Cap Value Series, Trend Series, International
Equity Series, Emerging Markets Series, Delaware Balanced Series, Convertible
Securities Series, Delchester Series, Capital Reserves Series, Strategic
Income Series, Cash Reserve Series, and Global Bond Series.

Under "DELAWARE GROUP PREMIUM FUND, INC." on page 21 of the Prospectus, the
first sentence of the second paragraph is amended to read as follows:

The investment adviser for the Growth & Income Series, Devon Series, DelCap
Series, the U.S. Growth Series, Aggressive Growth Series, Social Awareness
Series, Small Cap Value Series, REIT Series, Trend Series, Delaware Balanced
Series, Convertible Securities Series, Delchester Series, Capital Reserves
Series, Strategic Income Series, and Cash Reserve Series is Delaware
Management Company, a series of Delaware Management Business Trust ("Delaware
Management").

The following summary of the investment objective of the U.S. Growth Series
is inserted as the fourth Fund summary under "INVESTMENT OBJECTIVES AND
POLICIES" on page 22 of the Prospectus:

U.S. GROWTH SERIES -- seeks to achieve maximum capital appreciation.

Under INVESTMENT ADVISORY SERVICES TO THE FUND on pages 23 and 24 of the
Prospectus, the first paragraph is amended to read as follows:

<PAGE>

Series and Strategic Income Series management fee rate is as follows: 0.65%
on the first $500 million, 0.60% on the next $500 million, 0.55% on the next
$1,500 million and 0.50% on assets in excess of $2,500 million; the DelCap
Series, Aggressive Growth Series, Small Cap Value Series, Trend Series,
Social Awareness Series, REIT Series, Convertible Securities Series and
Global Bond Series management fee rate is as follows: 0.75% on the first $500
million, 0.70% on the next $500 million, 0.65% on the next $1,500 million and
0.60% on assets in excess of $2,500 million; the International Equity Series
management fee rate is as follows: 0.85% on the first $500 million, 0.80% on
the next $500 million, 0.75% on the next $1,500 million and 0.70% on assets
in excess of $2,500 million; and the Emerging Markets Series management fee
rate is as follows: 1.25% on the first $500 million, 1.20% on the next $500
million, 1.15% on the next $1,500 million and 1.10% on assets in excess of
$2,500 million; all per year. Regarding the Growth and Income Series, the
investment adviser has voluntarily elected to cap the management fee at
0.60%, indefinitely.

Under "APPENDIX B - INFORMATION APPLICABLE ONLY TO OWNERS OF DELAWARE
MEDALLION I", the following cumulative expense information is added to
Examples (1)(a) and (1)(b), on pages B-2 and B-3 of the Prospectus:

(1)(a) 3 YEARS 5 YEARS
------- -------
U.S. Growth Series.............................. $130 $160

(1)(b) 3 YEARS 5 YEARS
------- -------
U.S. Growth Series.............................. $137 $172

***

SUPPLEMENT DATED NOVEMBER 15, 1999
<PAGE>

SEPARATE ACCOUNT VA-K
DELAWARE MEDALLION
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

SUPPLEMENT TO STATEMENT OF ADDITIONAL INFORMATION
DATED MAY 1, 1999

***

The first sentence of the third paragraph on page 2 under "GENERAL INFORMATION
AND HISTORY" is amended as follows:

Currently, 18 Sub-Accounts of the Variable Account are available under the
Delaware Medallion III contract (the "Contract") and Delaware Medallion I
contract (Form A3019-94-GRC), a predecessor contract no longer being sold.

The fourth paragraph on pages 2 and 3 under "GENERAL INFORMATION AND HISTORY" is
revised in its entirety as follows:

The Fund is an open-end, diversified management investment company.
Eighteen different investment series of the Fund are available under the
Contract: the Growth & Income Series (formerly Decatur Total Return
Series), Devon Series, DelCap Series, U.S. Growth Series, Aggressive Growth
Series, Social Awareness Series, REIT Series, Small Cap Value Series, Trend
Series, International Equity Series, Emerging Markets Series, Delaware
Balanced Series (formerly Delaware Series), Convertible Securities Series,
Delchester Series, Capital Reserves Series, Strategic Income Series, Cash
Reserve Series, and Global Bond Series (the "Underlying Series"). Each
Underlying Series has its own investment objectives and certain attendant
risks.
***

Under "UNDERWRITERS", the second sentence of the third paragraph is amended in
its entirety to read as follows:

The Company pays commissions, not to exceed 7.0% of purchase payments, to
broker-dealers that sell the Contract.

***

<PAGE>

Footnote 21 under "NOTES TO FINANCIAL STATEMENTS" on page F-41 is deleted and
replaced in its entirety with the following:

21. EVENTS SUBSEQUENT TO DATE OF INDEPENDENT ACCOUNTANTS' REPORT
(UNAUDITED)

During the second quarter of 1999, AFC approved a plan to exit its group
life and health insurance business, consisting of its Employee Benefit
Services ("EBS") business and its accident and health assumed reinsurance
pool business ("reinsurance pool business"). On October 7, 1999, AFC
announced that it reached an agreement to sell its EBS business. The
Company signed a purchase and sale agreement and is scheduled to close the
sale on March 1, 2000. Transition of the business will begin immediately
after the closing and will be completed in 12 to 18 months. During the
third quarter of 1998, the Company ceased writing new premium in the
reinsurance pool business, subject to certain contractual obligations.
Prior to 1999, these businesses comprised substantially all of the former
Corporate Risk Management Services segment. Accordingly, the operating
results of FAFLIC's group life and health insurance business, including its
reinsurance pool business, are reported in the Consolidated Statements of
Income as discontinued operations in the second quarter of 1999 in
accordance with Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions" ("APB No. 30"). At December 31, 1998, the businesses had
assets of approximately $480.9 million consisting primarily of invested
assets, premiums and fees receivable, and reinsurance recoverables, and
liabilities of approximately $445.3 million consisting primarily of policy
liabilities. Revenues for the discontinued operations were $398.5 million,
$389.2 million and $356.4 million for the years ended December 31, 1998,
1997 and 1996, respectively. Net (loss) income for the discontinued
operations was ($13.3) million, $16.6 million, and $17.0 million for the
years ended December 31, 1998, 1997 and 1996, respectively.

AFC has made certain changes to its corporate structure effective July 1,
1999. These changes include the transfer of FAFLIC's ownership of Allmerica
P&C, as well as several non-insurance subsidiaries, from FAFLIC to AFC.
FAFLIC has retained its ownership of AFLIAC and certain other subsidiaries.
Under an agreement with the Commonwealth of Massachusetts Insurance
Commissioner ("the Commissioner"), AFC has contributed to FAFLIC capital of
$125.0 million and agreed to maintain FAFLIC's statutory surplus at
specified levels during the following six years. In addition, any dividend
from FAFLIC to AFC during 2000 and 2001 would require the prior approval of
the Commissioner. This transaction was approved by the Commissioner on May
24, 1999.

In 1998, the net income of the subsidiaries, which is included in FAFLIC's
net income, to be transferred from FAFLIC to AFC pursuant to the
aforementioned change in corporate structure was $95.7 million. As of
December 31, 1998, the total assets and total shareholders' equity of these
subsidiaries were $4,033.0 million and $1,264.1 million, respectively.

On May 19, 1999, the Federal District Court in Worcester, Massachusetts
issued an order relating to the litigation mentioned in Note 18, above,
certifying the class for settlement purposes and granting final approval of
the settlement agreement.

Prior to the aforementioned change in AFC's corporate structure, on May 5,
1999 and May 11, 1999, Allmerica P&C redeemed 1,273.9 shares and 4,142.0
shares of its issued and outstanding

<PAGE>

common stock owned by AFC for $50.0 million and $175.0 million,
respectively. The May 5, 1999 and May 11, 1999 transactions consisted of
cash and short-term securities. After the May 11, 1999 transaction,
FAFLIC's ownership of Allmerica P&C increased to 84.52%.

* * *

Supplement Dated November 15, 1999

<PAGE>

PART C. OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) FINANCIAL STATEMENTS

Financial Statements Included in Part A
None

Financial Statements Included in Part B

Financial Statements for First Allmerica Financial Life Insurance Company
and Financial Statements for Separate Account VA-K of First Allmerica
Financial Life Insurance Company were previously filed in Post-Effective
Amendment No. 10 on April 27, 1999 and are incorporated by reference
herein.

Financial Statements Included in Part C
None

(b) EXHIBITS

EXHIBIT 1 Vote of Board of Directors Authorizing Establishment of
Registrant dated August 20, 1991 was previously filed in
Post-Effective Amendment No. 9 on April 24, 1998, and is
incorporated by reference herein.

EXHIBIT 2 Not Applicable. Pursuant to Rule 26a-2, the Insurance Company
may hold the assets of the registrant NOT pursuant to a trust
indenture or other such instrument.

EXHIBIT 3 (a) Underwriting and Administrative Services Agreement was
previously filed in Post-Effective Amendment No. 9 on
April 24, 1998, and is incorporated by reference herein.

(b) Sales Agreements with Commission Schedule were previously
filed in Post-Effective Amendment No. 9 on April 24, 1998,
and are incorporated by reference herein.

(c) General Agent's Agreement was previously filed in
Post-Effective Amendment No. 9 on April 24, 1998, and is
incorporated by reference herein.

(d) Career Agent Agreement was previously filed in
Post-Effective Amendment No. 9 on April 24, 1998, and is
incorporated by reference herein.

(e) Registered Representative's Agreement was previously filed
in Post-Effective Amendment No. 9 on April 24, 1998, and
is incorporated by reference herein.

EXHIBIT 4 Policy Form A was previously filed in Post-Effective
Amendment No. 9 on April 24, 1998, and is incorporated by
reference herein. Policy Form B was previously filed on March
1, 1996 in Post-Effective Amendment No. 5, and is incorporated
by reference herein.

EXHIBIT 5 Application Form was previously filed in Post-Effective
Amendment No. 9 on April 24, 1998, and is incorporated by
reference herein. Application Form B was previously filed on
March 1, 1996 in Post-Effective Amendment No. 5, and is
incorporated by reference herein.

<PAGE>

EXHIBIT 6 The Depositor's Articles of Incorporation and Bylaws, as
amended to reflect its name change, were previously filed on
October 12, 1995 in Post-Effective Amendment No. 4, and are
incorporated by reference herein. Revised Bylaws were
previously filed on May 1, 1996 in Post-Effective Amendment
No. 6, and are incorporated by reference herein.

EXHIBIT 7 Not Applicable.

EXHIBIT 8 (a) Fidelity Service Agreement was previously filed on April
29, 1996 in Post-Effective Amendment No. 6, and is
incorporated by reference herein.

(b) An Amendment to the Fidelity Service Agreement, effective
as of January 1, 1997, was previously filed on May 1, 1997
in Post-Effective Amendment No. 8, and is incorporated by
reference herein.

(c) Fidelity Service Contract was previously filed on May 1,
1997 in Post-Effective Amendment No. 8, and is
incorporated by reference herein.

(d) BFDS Agreements for lockbox and mailroom services were
previously filed in Post-Effective Amendment No. 9 on
April 24, 1998, and are incorporated by reference herein.

(e) Directors' Power of Attorney is filed herewith.

EXHIBIT 9 Opinion of Counsel is filed herewith.

EXHIBIT 10 Consent of Independent Accountants is filed herewith.

EXHIBIT 11 None.

EXHIBIT 12 None.

EXHIBIT 13 Not Applicable.

EXHIBIT 14 Not Applicable.

EXHIBIT 15 Form of Participation Agreement with Delaware Group Premium
Fund, Inc. and Amendment were previously filed in
Post-Effective Amendment No. 9 on April 24, 1998, and are
incorporated by reference herein.

ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR

The principal business address of all the following Directors and Officers
is:
440 Lincoln Street
Worcester, Massachusetts 01653

<PAGE>

DIRECTORS AND PRINCIPAL OFFICERS OF THE COMPANY

<TABLE>
<CAPTION>
NAME AND POSITION WITH COMPANY PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS
- ------------------------------ ----------------------------------------------
<S> <C>
Bruce C. Anderson Director (since 1996), Vice President (since 1984) and Assistant
Director Secretary (since 1992) of First Allmerica

Warren E. Barnes Vice President (since 1996) and Corporate Controller (since 1998)
Vice President and of First Allmerica
Corporate Controller

Robert E. Bruce Director and Chief Information Officer (since 1997) and Vice
Director and Chief Information President (since 1995) of First Allmerica; and Corporate Manager
Officer (1979 to 1995) of Digital Equipment Corporation

Mary Eldridge Secretary (since 1999) of Allmerica Financial; Secretary (since
Secretary 1999) of Allmerica Investments, Inc.; and Secretary (since 1999) of
Allmerica Financial Investment Management Services, Inc.

John P. Kavanaugh Director and Chief Investment Officer (since 1996) and Vice
Director, Vice President and President (since 1991) of First Allmerica; and Vice President
Chief Investment Officer (since 1998) of Allmerica Financial Investment Management Services,
Inc.

John F. Kelly Director (since 1996), Senior Vice President (since 1986), General
Director, Vice President and Counsel (since 1981) and Assistant Secretary (since 1991) of First
General Counsel Allmerica; Director (since 1985) of Allmerica Investments, Inc.;
and Director (since 1990) of Allmerica Financial Investment
Management Services, Inc.

J. Barry May Director (since 1996) of First Allmerica; Director and President
Director (since 1996) of The Hanover Insurance Company; and Vice President
(1993 to 1996) of The Hanover Insurance Company

James R. McAuliffe Director (since 1996) of First Allmerica; Director (since 1992),
Director President (since 1994) and Chief Executive Officer (since 1996) of
Citizens Insurance Company of America

John F. O'Brien Director, President and Chief Executive Officer (since 1989) of
Director and Chairman of First Allmerica; Director (since 1989) of Allmerica Investments,
The Board Inc.; and Director and Chairman of the Board (since 1990) of
Allmerica Financial Investment Management Services, Inc.

Edward J. Parry, III Director and Chief Financial Officer (since 1996) and Vice President
Director, Vice President and Treasurer (since 1993) of First Allmerica; Treasurer (since 1993)
Chief Financial Officer of Allmerica Investments, Inc.; and Treasurer (since 1993) of Allmerica
and Treasurer Financial Investment Management Services, Inc.
</TABLE>

<PAGE>

<TABLE>
<S> <C>
Richard M. Reilly Director (since 1996) and Vice President (since 1990) of First
Director, President and Allmerica; Director (since 1990) of Allmerica Investments, Inc.;
Chief Executive Officer and Director and President (since 1998) of Allmerica Financial
Investment Management Services, Inc.

Robert P. Restrepo, Jr. Director and Vice President (since 1998) of First Allmerica; Chief
Director Executive Officer (1996 to 1998) of Travelers Property & Casualty;
Senior Vice President (1993 to 1996) of Aetna Life & Casualty
Company

Eric A. Simonsen Director (since 1996) and Vice President (since 1990) of First
Director and Vice President Allmerica; Director (since 1991) of Allmerica Investments, Inc.;
and Director (since 1991) of Allmerica Financial Investment
Management Services, Inc.

Phillip E. Soule Director (since 1996) and Vice President (since 1987) of First
Director Allmerica
</TABLE>

<PAGE>

ITEM 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT

<TABLE>
<S><C>
Allmerica Financial Corporation

Delaware

| | | | | | | |
________________________________________________________________________________________________________________________________
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Financial Allmerica, Allmerica First Allmerica AFC Capital Allmerica First Sterling
Asset Profiles, Inc. Inc. Funding Financial Life Trust I Services Limited
Management, Inc. Corp. Insurance Corporation
Company

Massachusetts California Massachusetts Massachusetts Massachusetts Delaware Massachusetts Bermuda
| | |
| ___________________________________________________________ ________________
| | | | |
| 100% 99.2% 100% 100%
| Advantage Allmerica Allmerica First Sterling
| Insurance Trust Financial Life Reinsurance
| Network, Inc. Company, N.A. Insurance and Company
| Annuity Company Limited
|
| Delaware Federally Chartered Delaware Bermuda
| |
| ________________________________________________________________
| | | | |
| 100% 100% 100% 100%
| Allmerica Allmerica Allmerica Allmerica
| Investments, Investment Financial Financial
| Inc. Management Investment Services
| Company, Inc. Management Insurance
| Services, Inc. Agency, Inc.
|
| Massachusetts Massachusetts Massachusetts Massachusetts
|
________________________________________________________________
| | | |
100% 100% 100% 100%
Allmerica Sterling Risk Allmerica Allmerica
Property Management Benefits, Inc. Asset
& Casualty Services, Inc. Management,
Companies, Inc. Limited

Delaware Delaware Florida Bermuda
|
________________________________________________
| | |
100% 100% 100%
The Hanover Allmerica Citizens
Insurance Financial Insurance
Company Insurance Company
Brokers, Inc. of Illinois

New Hampshire Massachusetts Illinois
|
________________________________________________________________________________________________________________________________
| | | | | | | |
100% 100% 100% 100% 100% 100% 100% 100%
Allmerica Allmerica The Hanover Hanover Texas Citizens Massachusetts Allmerica AMGRO
Financial Plus American Insurance Corporation Bay Insurance Financial Inc.
Benefit Insurance Insurance Management Company Alliance
Insurance Agency, Inc. Company Company, Inc. Insurance
Company Company

Pennsylvania Massachusetts New Hampshire Texas Delaware New Hampshire New Hampshire Massachusetts
| |
________________________________________________ ________________
| | | |
100% 100% 100% 100%
Citizens Citizens Citizens Lloyds Credit
Insurance Insurance Insurance Corporation
Company Company Company
of Ohio of America of the
Midwest

Ohio Michigan Indiana Massachusetts
|
_________________
|
100%
Citizens
Management
Inc.

Michigan

_______________ ---------------- ----------------
Allmerica Greendale AAM
Equity Special Equity Fund
Index Pool Placements
Fund

Massachusetts Massachusetts Massachusetts

- -------- Grantor Trusts established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens

--------------- ----------------
Allmerica Allmerica
Investment Trust Securities
Trust

Massachusetts Massachusetts

- -------- Affiliated Management Investment Companies

...............
Hanover Lloyd's
Insurance
Company

Texas

- -------- Affiliated Lloyd's plan company, controlled by Underwriters
for the benefit of The Hanover Insurance Company

_______________ ________________
AAM Growth AAM High Yield
& Income Fund, L.L.C.
Fund L.P.

Delaware Massachusetts

________ L.P. or L.L.C. established for the benefit of First Allmerica,
Allmerica Financial Life, Hanover and Citizens
</TABLE>

<PAGE>

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
NAME ADDRESS TYPE OF BUSINESS
- ---- ------- ----------------
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

AAM Growth & Income Fund, L.P. 440 Lincoln Street Limited Partnership
Worcester MA 01653

Advantage Insurance Network, Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653

AFC Capital Trust I 440 Lincoln Street Statutory Business Trust
Worcester MA 01653

Allmerica Asset Management Limited 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Asset Management, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Benefits, Inc. 440 Lincoln Street Non-insurance medical services
Worcester MA 01653

Allmerica Equity Index Pool 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

Allmerica Financial Alliance Insurance 100 North Parkway Multi-line property and
Company Worcester MA 01605 casualty insurance

Allmerica Financial Benefit Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Allmerica Financial Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Allmerica Financial Insurance Brokers, Inc. 440 Lincoln Street Insurance Broker
Worcester MA 01653

Allmerica Financial Life Insurance and 440 Lincoln Street Life insurance, accident and health
Annuity Company (formerly known as SMA Life Worcester MA 01653 insurance, annuities, variable annuities
Assurance Company) and variable life insurance

Allmerica Financial Services Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester MA 01653

Allmerica Funding Corp. 440 Lincoln Street Special purpose funding
Worcester MA 01653 vehicle for commercial paper

Allmerica, Inc. 440 Lincoln Street Common employer for Allmerica
Worcester MA 01653 Financial Corporation entities

Allmerica Financial Investment Management 440 Lincoln Street Investment advisory services
Services, Inc. Worcester MA 01653
(formerly known as Allmerica Institutional
Services, Inc. and 440 Financial Group of
Worcester, Inc.)

Allmerica Investment Management Company, Inc. 440 Lincoln Street Investment advisory services
Worcester MA 01653

Allmerica Investments, Inc. 440 Lincoln Street Securities, retail
Worcester MA 01653 broker-dealer

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Plus Insurance Agency, Inc. 440 Lincoln Street Insurance Agency
Worcester MA 01653

Allmerica Property & Casualty Companies, Inc. 440 Lincoln Street Holding Company
Worcester MA 01653

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester MA 01653

Allmerica Services Corporation 440 Lincoln Street Internal administrative
Worcester MA 01653 services provider to Allmerica
Financial Corporation entities

Allmerica Trust Company, N.A. 440 Lincoln Street Limited purpose national trust
Worcester MA 01653 company

AMGRO, Inc. 100 North Parkway Premium financing
Worcester MA 01605
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Citizens Corporation 440 Lincoln Street Holding Company
Worcester MA 01653

Citizens Insurance Company of America 645 West Grand River Multi-line property and
Howell MI 48843 casualty insurance

Citizens Insurance Company of Illinois 333 Pierce Road Multi-line property and
Itasca IL 60143 casualty insurance

Citizens Insurance Company of the Midwest 3950 Priority Way South Multi-line property and
Drive, Suite 200 casualty insurance
Indianapolis IN 46280

Citizens Insurance Company of Ohio 8101 N. High Street Multi-line property and
P.O. Box 342250 casualty insurance
Columbus OH 43234

Citizens Management, Inc. 645 West Grand River Services management company
Howell MI 48843

Financial Profiles 5421 Avenida Encinas Computer software company
Carlsbad, CA 92008

First Allmerica Financial Life Insurance 440 Lincoln Street Life, pension, annuity,
Company (formerly State Mutual Life Worcester MA 01653 accident and health insurance
Assurance Company of America) company

First Sterling Limited 440 Lincoln Street Holding Company
Worcester MA 01653

First Sterling Reinsurance Company 440 Lincoln Street Reinsurance Company
Limited Worcester MA 01653

Greendale Special Placements Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester MA 01653

The Hanover American Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance

The Hanover Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance

Hanover Texas Insurance Management Company, 801 East Campbell Road Attorney-in-fact for Hanover
Inc. Richardson TX 75081 Lloyd's Insurance Company

Hanover Lloyd's Insurance Company 801 East Campbell Road Multi-line property and
Richardson TX 75081 casualty insurance

Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester MA 01653 franchises

Massachusetts Bay Insurance Company 100 North Parkway Multi-line property and
Worcester MA 01605 casualty insurance
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Sterling Risk Management Services, Inc. 440 Lincoln Street Risk management services
Worcester MA 01653
</TABLE>

<PAGE>

ITEM 27. NUMBER OF CONTRACT OWNERS

As of September 30, 1999, there were 137 Contract holders of qualified
Contracts and 456 Contract holders of non-qualified Contracts.

ITEM 28. INDEMNIFICATION

To the fullest extent permissible under Massachusetts General Laws, no
director shall be personally liable to the Company or any policyholder for
monetary damages for any breach of fiduciary duty as a director,
notwithstanding any provision of law to the contrary; provided, however,
that this provision shall not eliminate or limit the liability of a
director:

1. for and breach of the director's duty of loyalty to the Company or its
policyholders;

2. for acts or omissions not in good faith, or which involve intentional
misconduct or a knowing violation of law;

3. for liability, if any, imposed on directors of mutual insurance
companies pursuant to M.G.L.A. c. 156B Section 61 or M.G.L.A. c.156B
Section 62;

4. for any transactions from which the director derived an improper
personal benefit.

ITEM 29. PRINCIPAL UNDERWRITERS

(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:

X VEL Account, VEL II Account, VEL Account III, Select Account III,
Inheiritage Account, Separate Accounts VA-A, VA-B, VA-C, VA-G,
VA-H, VA-K, VA-P, Allmerica Select Separate Account II, Group VEL
Account, Separate Account KG, Separate Account KGC, Fulcrum
Separate Account, Fulcrum Variable Life Separate Account, and
Allmerica Select Separate Account of Allmerica Financial Life
Insurance and Annuity Company

X Inheiritage Account, VEL II Account, Separate Account I, Separate
Account VA-K, Separate Account VA-P, Allmerica Select Separate
Account II, Group VEL Account, Separate Account KG, Separate
Account KGC, Fulcrum Separate Account, and Allmerica Select
Separate Account of First Allmerica Financial Life Insurance
Company.

- Allmerica Investment Trust

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653

<PAGE>

NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------

Emil J. Aberizk, Jr. Vice President

Edward T. Berger Vice President and Chief Compliance Officer

Mary Eldridge Secretary

Philip L. Heffernan Vice President

John F. Kelly Director

Daniel Mastrototaro Vice President

William F. Monroe, Jr. Vice President

David J. Mueller Vice President and Controller

John F. O'Brien Director

Stephen Parker President, Director and Chief Executive Officer

Edward J. Parry, III Treasurer

Richard M. Reilly Director

Eric A. Simonsen Director

Mark G. Steinberg Senior Vice President

(c) As indicated in Part B (Statement of Additional Information) in response to
Item 20(c), there were no commissions retained by Allmerica Investments,
Inc., the principal underwriter of the Contracts, for sales of variable
contracts funded by the Registrant in 1998. No commissions or other
compensation was received by the principal underwriter, directly or
indirectly, from the Registrant during the Registrant's last fiscal year.

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS

Each account, book or other document required to be maintained by Section
31(a) of the 1940 Act and Rules 31a-1 to 31a-3 thereunder are maintained by
the Company at 440 Lincoln Street, Worcester, Massachusetts.

ITEM 31. MANAGEMENT SERVICES

The Company provides daily unit value calculations and related services for
the Company's separate accounts.

<PAGE>

ITEM 32. UNDERTAKINGS

(a) Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned registrant hereby undertakes to
file with the Securities and Exchange Commission ("SEC") such
supplementary and periodic information, documents, and reports as may
be prescribed by any rule or regulation of the SEC heretofore or
hereafter duly adopted pursuant to authority conferred in that
section.

(b) The registrant hereby undertakes to include in the prospectus a
postcard that the applicant can remove to send for a Statement of
Additional Information.

(c) The registrant hereby undertakes to deliver a Statement of Additional
Information and any financial statements promptly upon written or oral
request, according to the requirements of Form N-4.

(d) Insofar as indemnification for liability arising under the 1933 Act
may be permitted to Directors, Officers and Controlling Persons of
Registrant under any registration statement, underwriting agreement or
otherwise, Registrant has been advised that, in the opinion of the
SEC, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment
by Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Director, Officer or
Controlling Person in connection with the securities being registered,
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.

(e) The Company hereby represents that the aggregate fees and charges
under the Policies are reasonable in relation to the services
rendered, expenses expected to be incurred, and risks assumed by the
Company.

ITEM 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION 403(b)
PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM

Registrant, a separate account of First Allmerica Financial Life Insurance
Company ("Company"), states that it is (a) relying on Rule 6c-7 under the
1940 Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter
(Ref. No. IP-6-88) issued on November 28, 1988 to the American Council of
Life Insurance, in applying the withdrawal restrictions of Internal Revenue
Code Section 403(b)(11). Registrant has taken the following steps in
reliance on the letter:

1. Appropriate disclosures regarding the redemption/withdrawal
restrictions imposed by the Program and by Section 403(b)(11) have
been included in the prospectus of each registration statement used in
connection with the offer of the Company's variable contracts.

2. Appropriate disclosures regarding the redemption restrictions imposed
by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.

3. Sales Representatives who solicit participants to purchase the
variable contracts have been instructed to specifically bring the
redemption/withdrawal restrictions imposed by the Program and by
Section 403(b)(11) to the attention of potential participants.

<PAGE>

4. A signed statement acknowledging the participant's understanding of
(i) the restrictions on redemption/withdrawal imposed by the Program
and by Section 403(b)(11) and (ii) the investment alternatives
available under the employer's arrangement will be obtained from each
participant who purchases a variable annuity contract prior to or at
the time of purchase.

Registrant hereby represents that it will not act to deny or limit a
transfer request except to the extent that a Service-Ruling or written
opinion of counsel, specifically addressing the fact pattern involved and
taking into account the terms of the applicable employer plan, determines
that denial or limitation is necessary for the variable annuity contracts
to meet the requirements of the Program or of Section 403(b). Any transfer
request not so denied or limited will be effected as expeditiously as
possible.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940 the Registrant certifies that it meets all of the
requirements for effectiveness of this Post-Effective Amendment to the
Registration Statement pursuant to Rule 485(b) under the Securities Act of
1933 and has duly caused this Post-Effective Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Worcester, and Commonwealth of Massachusetts, on
the 1st day of November, 1999.

SEPARATE ACCOUNT VA-K OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

By: /s/ Mary Eldridge
-----------------------------
Mary Eldridge, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/ Warren E. Barnes Vice President and Corporate Controller November 1, 1999
- ------------------------------------
Warren E. Barnes

Edward J. Parry III* Director, Vice President, Chief Financial Officer
- ------------------------------------ and Treasurer

Richard M. Reilly* Director and Vice President
- ------------------------------------

John F. O'Brien* Director, President and Chief Executive Officer
- ------------------------------------

Bruce C. Anderson* Director and Vice President
- ------------------------------------

Robert E. Bruce* Director, Vice President and Chief Information
- ------------------------------------ Officer

John P. Kavanaugh* Director, Vice President and
- ------------------------------------ Chief Investment Officer

John F. Kelly* Director, Senior Vice President and
- ------------------------------------ General Counsel

J. Barry May* Director
- ------------------------------------

James R. McAuliffe* Director
- ------------------------------------

Robert P. Restrepo, Jr. Director and Vice President
- ------------------------------------

Eric A. Simonsen* Director and Vice President
- ------------------------------------

Director and Vice President
- ------------------------------------
Phillip E. Soule
</TABLE>

*Sheila B. St. Hilaire, by signing her name hereto, does hereby sign this
document on behalf of each of the above-named Directors and Officers of the
Registrant pursuant to the Power of Attorney dated July 1, 1999 duly executed
by such persons.

/s/ Sheila B. St. Hilaire
- ---------------------------------------
Sheila B. St. Hilaire, Attorney-in-Fact

<PAGE>

EXHIBIT TABLE

Exhibit 8(e) Directors' Power of Attorney

Exhibit 9 Opinion of Counsel

Exhibit 10 Consent of Independent Accountants

<PAGE>

POWER OF ATTORNEY

We, the undersigned, hereby severally constitute and appoint Richard M. Reilly,
John F. Kelly, Joseph W. MacDougall, Jr., and Sheila B. St. Hilaire, and each of
them singly, our true and lawful attorneys, with full power to them and each of
them, to sign for us, and in our names and in any and all capacities, any and
all Registration Statements and all amendments thereto, including post-effective
amendments, with respect to the Separate Accounts supporting variable life and
variable annuity contracts issued by First Allmerica Financial Life Insurance
Company, and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, and with any
other regulatory agency or state authority that may so require, granting unto
said attorneys and each of them, acting alone, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys or any of
them may lawfully do or cause to be done by virtue hereof. Witness our hands on
the date set forth below.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ John F. O'Brien Director, President and Chief Executive 7/1/99
- ----------------------------- Officer
John F. O'Brien

/s/ Bruce C. Anderson Director and Vice President 7/1/99
- -----------------------------
Bruce C. Anderson

/s/ Robert E. Bruce Director, Vice President and 7/1/99
- ----------------------------- Chief Information Officer
Robert E. Bruce

/s/ John P. Kavanaugh Director, Vice President and 7/1/99
- ----------------------------- Chief Investment Officer
John P. Kavanaugh

/s/ John F. Kelly Director, Senior Vice President and 7/1/99
- ----------------------------- General Counsel
John F. Kelly

/s/ J. Barry May Director 7/1/99
- -----------------------------
J. Barry May

/s/ James R. McAuliffe Director 7/1/99
- -----------------------------
James R. McAuliffe

/s/ Edward J. Parry, III Director, Vice President, Chief Financial 7/1/99
- ----------------------------- Officer and Treasurer
Edward J. Parry, III

/s/ Richard M. Reilly Director and Vice President 7/1/99
- -----------------------------
Richard M. Reilly

/s/ Robert P. Restrepo, Jr. Director and Vice President 7/1/99
- -----------------------------
Robert P. Restrepo, Jr.

/s/ Eric A. Simonsen Director and Vice President 7/1/99
- -----------------------------
Eric A. Simonsen

/s/ Phillip E. Soule Director and Vice President 7/1/99
- -----------------------------
Phillip E. Soule
</TABLE>

<PAGE>

November 1, 1999

First Allmerica Financial Life Insurance Company
440 Lincoln Street
Worcester, MA 01653

RE: SEPARATE ACCOUNT VA-K (DELAWARE MEDALLION) OF
FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY
FILE NO.'S: 33-71054 AND 811-8114

Gentlemen:

In my capacity as Assistant Vice President and Counsel of First Allmerica
Financial Life Insurance Company (the "Company"), I have participated in the
preparation of this Post-Effective Amendment to the Registration Statement
for Separate Account VA-K on Form N-4 under the Securities Act of 1933 and
the Investment Company Act of 1940, with respect to the Company's qualified
and non-qualified variable annuity contracts.

I am of the following opinion:

1. Separate Account VA-K is a separate account of the Company validly existing
pursuant to the Massachusetts Insurance Code and the regulations issued
thereunder.

2. The assets held in Separate Account VA-K are not chargeable with
liabilities arising out of any other business the Company may conduct.

3. The variable annuity contracts, when issued in accordance with the
Prospectuses contained in the Post-Effective Amendment to the Registration
Statement and upon compliance with applicable local law, will be legal and
binding obligations of the Company in accordance with their terms and when
sold will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to this
Post-Effective Amendment to the Registration Statement for Separate Account
VA-K on Form N-4 filed under the Securities Act of 1933.

Very truly yours,
/s/ John C. Donlon, Jr.

John C. Donlon, Jr.
Assistant Vice President and Counsel

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 11 to the Registration
Statement of Separate Account VA-K of First Allmerica Financial Life
Insurance Company on Form N-4 of our report dated February 2, 1999, except
for paragraph 2 of Note 18 and Note 20, which are as of March 19, 1999 and
April 1, 1999, respectively, relating to the financial statements of First
Allmerica Financial Life Insurance Company, and our report dated March 26,
1999, relating to the financial statements of Separate Account VA-K (Delaware
Medallion) of First Allmerica Financial Life Insurance Company, both of which
appear in such Statement of Additional Information. We also consent to the
reference to us under the heading "Experts" in such Statement of Additional
Information.

/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP
Boston, Massachusetts
November 15, 1999