GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E
485BPOS, 1997-05-01
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       As filed with the Securities and Exchange Commission on May 1, 1997

                                                      Registration Nos. 811-8288
                                                                        33-74092

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933        [X]
                           Pre-Effective Amendment No.
                        Post-Effective Amendment No. 4                     [X]
                                       and
         REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
                                Amendment No. 4                            [X]

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E
                           (Exact Name of Registrant)

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                               (Name of Depositor)

                          11815 N. Pennsylvania Street
                              Carmel, Indiana 46032
              (Address of Depositor's Principal Executive Offices)

                                 (800) 888-4918
               (Depositor's Telephone Number, including Area Code)

                              Karl W. Kindig, Esq.
                    Great American Reserve Insurance Company
                          11815 N. Pennsylvania Street
                              Carmel, Indiana 46032
                     (Name and Address of Agent for Service)

                                 With a copy to:
                             Michael Berenson, Esq.
                       Jorden Burt Berenson & Johnson LLP
                                 Suite 400 East
                       1025 Thomas Jefferson Street, N.W.
                           Washington, D.C. 20007-0805

Approximate Date of Proposed Public Offering:  As soon as practicable  following
the effective date of this Registration Statement.

It   is  proposed  that this filing will  become  effective  (check  appropriate
     space):  

[X]  immediately  upon filing pursuant to paragraph (b) of Rule
     485 
[ ]  on May 1, 1997  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
[ ]  75 days after filing pursuant to paragraph (a) (2) of Rule 485
[ ]  on [date] pursuant to paragraph (a) (2) of Rule 485

    

<PAGE>


If appropriate, check the following box:

[ ]  this  post-effective  amendment  designates  a  new  effective  date  for a
     previously filed post-effective amendment

   
Pursuant to the provisions of Rule 24f-2(a)(1) under the Investment  Company Act
of 1940,  Registrant  has  registered  an  indefinite  number  or  amount of its
securities  under the  Securities  Act of 1933 and filed a Rule 24f-2 notice for
its recent fiscal year on February 28, 1997.
    



<PAGE>

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

                                    FORM N-4

                              CROSS REFERENCE SHEET
                             Pursuant to Rule 495(a)
                        Under The Securities Act of 1933
<TABLE>
<CAPTION>

Form N-4
Item No.                                    PART A - Prospectus Caption
- --------                                             ------------------
<S>    <C>                                                 <C>
 1.    Cover Page...................................       Cover Page

 2.    Definitions..................................       Definitions

 3.    Synopsis or Highlights.......................       Summary

 4.    Condensed Financial Information..............       Condensed Financial Information

 5.    General Description of Registrant,...........       Great American Reserve, Variable Account, and
       Depositor and Portfolio Companies                   Investment Options

 6.    Deductions and Expense.......................       Contract Charges

 7.    General Description of Variable..............       The Contracts
       Annuity Contracts

 8.    Annuity Period ..............................       The Contracts
                                                           Section B. Settlement Provisions

 9.    Death Benefit................................       The Contracts
                                                           Section B.  Settlement Provisions:  Death Benefit on or
                                                           After Maturity Date

10.    Purchase and Contract Values.................       Great American Reserve, Variable Account, and
                                                           Investment Options
                                                           The Contracts
                                                           Section A. Accumulation Provisions

11.    Redemptions..................................       The Contracts
                                                           Section B. Settlement Provisions

12.    Taxes........................................       Federal Tax Matters

13.    Legal Proceedings............................       Not Applicable

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

<PAGE>

Form N-4
Item No.
- --------
<TABLE>
<CAPTION>
                                                  PART B - Statement of Additional Information
                                                           -----------------------------------
<S>    <C>                                                 <C>
15.    Cover Page...................................       Statement of Additional Information
                                                           Cover Page

16.    Table of Contents............................       Table of Contents

17.    General Information and History..............       General Information and History

18.    Services.....................................       Not Applicable

19.    Purchase of Securities.......................       Not Applicable
       Being Offered

20.    Underwriters.................................       Distribution

21.    Calculation of Performance Data..............       Calculation of Yield Quotations, Calculation of
                                                           Total Return Quotations, and Other Performance Data

22.    Annuity Payments.............................       Not Applicable

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

                                     PART C

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this registration statement.


<PAGE>


                                     PART A


<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E
             INDIVIDUAL & GROUP VARIABLE DEFERRED ANNUITY CONTRACTS

                                   OFFERED BY
                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                             ADMINISTRATIVE OFFICE:
                 11815 N. PENNSYLVANIA STREET, CARMEL, IN 46032
                                 (317) 817-3700

     The  Individual  and Group  Flexible  Purchase  Payment  Variable  Deferred
Annuity Contracts (the "Contracts")  described by this Prospectus are offered by
Great  American  Reserve  Insurance  Company  ("Great  American  Reserve").  The
Contracts  are  designed  for  use in  retirement  planning.  Purchase  Payments
received  with  respect to the  Contracts  (subject to certain  deductions)  are
deposited by Great American Reserve in the separate  investment account entitled
Great American Reserve  Variable Annuity Account E (the "Variable  Account") for
further investment or in the general account of Great American Reserve.

   
     The Variable  Account is a unit  investment  trust  separate  account.  The
Variable  Account  consists of 30 sub-accounts  ("Sub-accounts"),  each of which
invests  in shares of the  eligible  open-end  management  investment  companies
("Funds"). The Sub-accounts invest in shares of the following Funds: the Conseco
Series  Trust  Asset  Allocation,   Common  Stock,  Corporate  Bond,  Government
Securities,  and Money  Market  Portfolios;  the  Alger  American  Fund  Growth,
Leveraged  AllCap,  MidCap  Growth,  and Small  Capitalization  Portfolios;  the
American Century Variable  Portfolios,  Inc.  International and Value Funds; the
Berger IPT - 100,  Berger IPT - Growth and  Income,  Berger IPT - Small  Company
Growth,  and  Berger/BIAM  IPT  -  International  Funds;  the  Dreyfus  Socially
Responsible  Growth Fund,  Inc.;  the Dreyfus  Stock Index Fund;  the  Federated
Insurance  Series High Income Bond II,  International  Equity II, and Utility II
Funds; the Janus Aspen Series Aggressive  Growth,  Growth,  and Worldwide Growth
Portfolios;  the Neuberger & Berman Advisers  Management  Trust Limited Maturity
Bond and Partners  Portfolios;  the Strong Special Fund II; the Strong  Variable
Insurance Funds, Inc. Growth Fund II; and the Van Eck Worldwide  Insurance Trust
Worldwide Hard Assets (formerly,  Gold and Natural  Resources),  Worldwide Bond,
and Worldwide Emerging Markets Funds.

SEVEN OF THESE FUNDS,  INCLUDING THE AMERICAN CENTURY VARIABLE PORTFOLIOS,  INC.
INTERNATIONAL  AND VALUE FUNDS;  THE BERGER/BIAM  IPT - INTERNATIONAL  FUND; THE
NEUBERGER & BERMAN ADVISERS  MANAGEMENT TRUST LIMITED MATURITY BOND AND PARTNERS
PORTFOLIOS;  THE STRONG  SPECIAL  FUND II; AND  THE  STRONG  VARIABLE  INSURANCE
FUNDS,  INC. GROWTH FUND II, WILL BE AVAILABLE ON MAY 1, 1997. The  availability
of such  Funds may be  delayed  beyond  May 1,  1997,  pending  receipt of state
approvals.  Before  investing in any of the  Sub-accounts,  carefully review the
prospectuses of the eligible Funds.

     This  Prospectus  contains   information   regarding  the  Contracts  which
investors  should  know before  investing.  It should be read and  retained  for
future reference. A Statement of Additional Information,  incorporated herein by
reference and dated May 1, 1997, has been filed with the Securities and Exchange
Commission  ("SEC").  Investors  can  obtain  a free  copy by  contacting  Great
American  Reserve at the address or telephone  number given above.  The Table of
Contents of the Statement of Additional  Information  appears in this Prospectus
on page 33.
    

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

INVESTORS SHOULD READ AND RETAIN THIS PROSPECTUS FOR FUTURE REFERENCE.

   
THE DATE OF THIS PROSPECTUS IS MAY 1, 1997.
    

                                                                               1
<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

TABLE OF CONTENTS
                                                                            Page
Definitions....................................................................4
Summary........................................................................5
Condensed Financial Information...............................................11
Great American Reserve, Variable Account,
and the Investment Options
  A. Great American Reserve...................................................14
  B. Variable Account.........................................................14
  C. Investment Options.......................................................15
Voting Rights.................................................................17
The Contracts
  A.  Accumulation Provisions
      PURCHASE PAYMENTS.......................................................18
      ALLOCATION OF PURCHASE PAYMENTS.........................................18
      ACCUMULATION UNITS......................................................18
      VALUE OF AN INDIVIDUAL ACCOUNT..........................................18
      NET INVESTMENT FACTOR FOR EACH
      VALUATION PERIOD........................................................19
      INFORMATION ON THE FIXED ACCOUNT........................................19
      TRANSFER AMONG INVESTMENT OPTIONS.......................................20
      DOLLAR COST AVERAGING...................................................21
      REBALANCING.............................................................21
      SWEEPS..................................................................21
      WITHDRAWALS.............................................................21
      SYSTEMATIC WITHDRAWAL PLAN..............................................22
      CHECK WRITING...........................................................22
      LOANS...................................................................22
      CONTRACT CHARGES
         WITHDRAWAL CHARGE....................................................23
         ADMINISTRATIVE CHARGES...............................................24
         MORTALITY AND EXPENSE RISK
          CHARGE..............................................................24
         REDUCTION OR ELIMINATION
          OF CONTRACT CHARGES.................................................25
        PREMIUM TAXES.........................................................25
        OTHER CHARGES.........................................................25
  DEATH BENEFIT BEFORE MATURITY DATE..........................................25
  OPTIONS UPON TERMINATION OF
   PARTICIPATION IN THE PLAN
  (FOR GROUP CONTRACTS ONLY)..................................................25
      RESTRICTIONS UNDER OPTIONAL
         RETIREMENT PROGRAMS..................................................26
      RESTRICTIONS UNDER SECTION 403(B)
         PLANS................................................................26
  B.  Settlement Provisions
      OPTIONAL ANNUITY PERIOD ELECTIONS.......................................26
      ANNUITY OPTIONS.........................................................27
      PROCEEDS APPLIED TO ANNUITY OPTION......................................28
      DETERMINATION OF AMOUNT OF THE FIRST
         MONTHLY VARIABLE ANNUITY PAYMENT.....................................28
      VALUE OF AN ANNUITY UNIT................................................28
      AMOUNTS OF SUBSEQUENT MONTHLY
         VARIABLE ANNUITY PAYMENTS............................................29
      TRANSFERS AFTER MATURITY DATE...........................................29
      DEATH BENEFIT ON OR AFTER
        MATURITY DATE.........................................................30
  C.  Other Contract Provisions
      TEN-DAY RIGHT TO REVIEW.................................................30
      OWNERSHIP...............................................................30
      MODIFICATION............................................................30
      COMPANY APPROVAL........................................................30
Federal Tax Matters
  A.  General.................................................................31
  B.  Status of Contracts.....................................................31
       NON-QUALIFIED CONTRACTS................................................32
       QUALIFIED CONTRACTS....................................................33
  C.  Taxation of Distributions...............................................34
  D.  Other Considerations....................................................35
General Matters
  PERFORMANCE INFORMATION.....................................................36
  DISTRIBUTION OF CONTRACTS...................................................36
  CONTRACT OWNER INQUIRIES....................................................36
  LEGAL PROCEEDINGS...........................................................36
  OTHER INFORMATION...........................................................36
Table of Contents of the Statement of
  Additional Information......................................................36

                                                                               2
<PAGE>
- --------------------------------------------------------------------------------

DEFINITIONS

   ACCUMULATION UNIT: An accounting unit of measure used to calculate the values
before the Maturity Date.

   ANNUITANT: The named individual who receives annuity payments.

   ANNUITY:  A series of payments for life; or for life with a minimum number of
payments certain; or for a certain period; or for a certain payment amount.

   ANNUITY UNIT:  An accounting  unit of measure used to calculate the amount of
annuity payments.

   CONTRACT VALUE:  The total of your  Individual  Account values held under the
Contract  in each  investment  option  of the  Variable  Account  plus the Fixed
Account.

   CONTRACT  YEAR: A period of 12 months  commencing  with the effective date of
your contract.

   FIXED ACCOUNT: The general account of Great American Reserve in which you may
choose to allocate purchase payments and Contract Values. It provides guaranteed
values and periodically  adjusted interest rates. Great American Reserve:  Great
American Reserve Insurance Company. Also referred to as we or us.

   GREAT  AMERICAN  RESERVE:  Great American  Reserve  Insurance  Company.  Also
referred to as "we" or "us".

   INDIVIDUAL  ACCOUNT:  The record  established by Great American Reserve which
represents  a Contract  Owner's  interest in an  investment  option prior to the
Maturity Date.

   INVESTMENT OPTIONS: The investment choices available to Contract Owners.

   MATURITY DATE: The date on which annuity payments of the Contract begin.

   
   OWNER(S)  OR CONTRACT  OWNER(S):  The person,  persons  (co-owner)  or entity
entitled to all of the ownership rights under the Contract.  Also referred to as
"you" or "yours".
    

   PARTICIPANT:  (For group contracts only) Any eligible person participating in
a plan and for whom an Individual Account is established under a Contract.

   PLAN:  A voluntary  program of an  employer  that  qualifies  for special tax
treatment.

   PURCHASE PAYMENTS:  Premium payments made to Great American Reserve under the
terms of the Contract.

   VALUATION PERIOD:  The period of time from the end of one business day of the
New York  Stock  Exchange  to the end of the next day or to the same time on any
day in which there are sufficient purchases or redemptions in Accumulation Units
that the current net asset value of those units might be materially  affected by
changes in the value of the portfolio securities.

   VARIABLE  ACCOUNT (GREAT  AMERICAN  RESERVE  VARIABLE  ANNUITY  ACCOUNT E): A
separate  account  established  pursuant to the insurance laws of Texas.  Assets
attributable  to the variable  portions of contracts are  segregated  from other
assets of Great  American  Reserve  and are held in the Great  American  Reserve
Variable Annuity Account E.

   VARIABLE ANNUITY: An annuity which provides retirement payments which vary in
dollar amount with investment results.

                                                                               3
<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

SUMMARY

     THE CONTRACTS.  The Contracts  offered by this Prospectus are  tax-deferred
flexible purchase payment  individual or group variable annuity  contracts.  The
Contracts  provide for the  accumulation  of contract  values and the payment of
annuity benefits on a variable and/or fixed basis.  Except as specifically noted
herein and set forth under the caption  "Information  on the Fixed Account" this
Prospectus describes only the variable portion of the Contracts.

     RETIREMENT   PLANS.   The  Contracts  may  be  issued  pursuant  to  either
non-qualified  retirement  plans or plans  qualifying  for  special  income  tax
treatment  under the Internal  Revenue  Code (the  "Code"),  such as  individual
retirement annuities ("IRAs"),  pension and profit sharing plans,  tax-sheltered
annuities ("TSAs"),  and state and local government deferred  compensation plans
(see "Qualified Contracts").

     PURCHASE  PAYMENTS.  The Contracts permit Purchase Payments to be made on a
flexible  purchase  payment  basis.  For TSAs, the minimum  initial  payment and
amount  for each  subsequent  payment is $50 per month.  For IRAs,  the  minimum
initial  investment is $2,000 and the minimum amount of each additional  payment
is $50. For non-qualified  Contracts,  the minimum initial  investment is $5,000
and the minimum  amount of each  additional  lump sum payment is $2,000 (or $200
per month). Purchase Payments may be made at any time, except that if a Purchase
Payment  exceeds  $500,000,  it will be accepted only with the prior approval of
Great American Reserve (see "Purchase Payments").

   
     INVESTMENT  OPTIONS.  Purchase  Payments  may  be  allocated  among  the 31
investment options available under the Contracts: 30 variable investment options
and one fixed option. The 30 variable investment options consist of Sub-accounts
which invest in shares of the following  Funds:  the Conseco  Series Trust Asset
Allocation,  Common Stock,  Corporate  Bond,  Government  Securities,  and Money
Market  Portfolios;  the Alger American Fund Growth,  Leveraged  AllCap,  MidCap
Growth,  and Small  Capitalization  Portfolios;  the American  Century  Variable
Portfolios, Inc. International and Value Funds; the Berger IPT - 100, Berger IPT
- - Growth and Income,  Berger IPT - Small Company  Growth,  and Berger/BIAM IPT -
International  Funds;  the Dreyfus Socially  Responsible  Growth Fund, Inc.; the
Dreyfus Stock Index Fund;  the Federated  Insurance  Series High Income Bond II,
International Equity II, and Utility II Funds; the Janus Aspen Series Aggressive
Growth, Growth, and Worldwide Growth Portfolios; the Neuberger & Berman Advisers
Management  Trust  Limited  Maturity  Bond and Partners  Portfolios;  the Strong
Special Fund II; the Strong Variable  Insurance Funds, Inc. Growth Fund II; and,
the Van Eck Worldwide Insurance Trust Worldwide Hard Assets (formerly,  Gold and
Natural  Resources),  Worldwide Bond, and Worldwide  Emerging Markets Funds (see
the  accompanying  prospectuses  of the  eligible  Funds).  The  portion  of the
Contract Value in the Variable  Account will reflect the investment  performance
of the investment options selected (see "Variable  Account").  Purchase Payments
may also be  allocated  to the  Fixed  Account  (see  "Information  on the Fixed
Account"). Subject to certain regulatory limitations, Great American Reserve may
elect to add, subtract or substitute investment options.
    

     TRANSFERS. Prior to the Maturity Date, amounts may be transferred among the
Variable Account  investment  options and from the Variable  Account  investment
options to the Fixed Account  investment  option  without  charge.  In addition,
amounts may be  transferred  prior to the Maturity  Date from the Fixed  Account
investment option to the Variable Account investment options, subject to a limit
of 20  percent  of the  Fixed  Account  value  per  any  six-month  period  (see
"Information on the Fixed Account").  After the Maturity Date, transfers are not
permitted from variable  annuity  options to fixed annuity options or from fixed
annuity options to variable annuity  options.  Great American Reserve may impose
certain  additional  limitations on transfers (see "Transfers  Among  Investment
Options" and "Transfers After Maturity Date").  Transfer  privileges may also be
used under special  services  offered by Great  American  Reserve to dollar cost
average an investment in the contract  (see "Dollar Cost  Averaging"),  transfer
earnings from the Fixed Account to another investment option (see "Sweeps"),  or
rebalance an investment option on a periodic basis (see "Rebalancing").

     WITHDRAWALS.  Prior to the earlier of the Maturity Date or the death of the
Annuitant,  the  Contract  Owner may  withdraw  all or a portion of the Contract
Value.  The amount  withdrawn from any Individual  Account must be at least $250
or,  if less,  the  entire  balance  of the  Individual  Account.  If a  partial
withdrawal plus any applicable withdrawal charge would reduce the Contract Value
to less than  $500,  the  withdrawal  request  may be  treated  as a request  to
withdraw the entire Contract Value (see "Withdrawals").  A withdrawal charge and
an administrative fee may be imposed (see "Withdrawal Charge"). A withdrawal may
also be  subject  to a  penalty  tax (see  "Federal  Tax  Matters").  Withdrawal
privileges may also be exercised pursuant to Great American Reserves  systematic
withdrawal plan (see "Systematic  Withdrawal Plan") and check writing privileges
(see "Check Writing").

     LOANS. Your contract may contain a loan provision issued in connection with
certain  qualified  plans.  Owners of such  contracts  may be eligible to obtain
loans using the contract as the only security for the loan (see "Loans").

                                                                               4
<PAGE>
- --------------------------------------------------------------------------------

     DEATH BENEFIT BEFORE MATURITY DATE. Generally, if the Annuitant dies before
the  Maturity  Date,  Great  American  Reserve will pay to the  beneficiary  the
minimum  death benefit less any  outstanding  loans (see "Death  Benefit  Before
Maturity Date").

     ANNUITY  PAYMENTS.  Great  American  Reserve  offers a variety of fixed and
variable annuity  options.  Periodic annuity payments will begin on the Maturity
Date.  The Contract  Owner selects the Maturity  Date,  frequency of payment and
annuity option (see "Settlement Provisions").

     TEN-DAY REVIEW.  Within 10 days of receipt of a Contract,  a Contract Owner
may cancel the Contract by returning it to Great American  Reserve (see "Ten-Day
Right to Review").

     CHARGES AND  DEDUCTIONS.  The following  table and examples are designed to
assist  Contract  Owners in  understanding  the various  expenses  that Contract
Owners bear directly and indirectly. The table reflects expenses of the Variable
Account and the underlying  Portfolios.  The items listed under  "Contract Owner
Transaction  Expenses" and "Variable  Account  Annual  Expenses" are  completely
described in this  Prospectus (see "Contract  Charges").  The items listed under
"Annual  Fund  Expenses  After  Reimbursement"  are  described  in detail in the
accompanying  prospectuses  of the eligible Funds to which  reference  should be
made.

CONTRACT OWNER TRANSACTION EXPENSES (1)
   Sales Charge Imposed on Purchases........................................None
   Exchange Fee.............................................................None
   Surrender Fee............................................................None
   Deferred Sales Load (as a percentage
      of  purchase payments) (2)
           First and Second Year..............................................9%
           Third Year.........................................................8%
           Fourth Year........................................................7%
           Fifth Year.........................................................5%
           Sixth Year.........................................................3%
           Seventh Year or More...............................................0%
   Annual Administrative Fee (2).............................................$30

VARIABLE ACCOUNT ANNUAL EXPENSES (as a
   percentage of average account value)
     Mortality and Expense Risk Fees1........................................25%
     Administrative Charge.................................................0.15%
   Total Annual Expenses of Variable
      Account (2)..........................................................1.40%
==============================================================================

   
(1)Premium  taxes are not  shown.  Any  premium  tax due will be  deducted  from
   Purchase  Payments or from Individual  Account values at the Maturity Date or
   at such other time as the tax becomes due. The current range of premium taxes
   in  jurisdictions in which the Contracts are made available is from 0 percent
   to 3.5 percent.

(2)Great American Reserve may reduce or eliminate the sales, administrative,  or
   other expenses with certain  contracts in cases when Great  American  Reserve
   expects to incur lower  sales and  administrative  expenses or perform  fewer
   services (see "Reduction or Elimination of Contract Charges"). Great American
   Reserve  will waive the annual  administrative  fee if the Owners  Individual
   Account value is $25,000 or greater.
    

                                                                               5
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ANNUAL FUND EXPENSES AFTER REIMBURSEMENT (1)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<S>                                                                                 <C>                    <C>             <C>
   
                                                                        MANAGEMENT FEES         OTHER EXPENSES        TOTAL EXPENSES
====================================================================================================================================
CONSECO SERIES TRUST
      Asset Allocation Portfolio (2) ..................................            .55%                   .20%              .75%(3)
      Common Stock Portfolio (2).......................................            .60%                   .20%              .80%(3)
      Corporate Bond Portfolio ........................................            .50%                   .20%              .70%(3)
      Government Securities Portfolio .................................            .50%                   .20%              .70%(3)
      Money Market Portfolio (2).......................................            .25%                   .20%              .45%(3)
THE ALGER AMERICAN FUND
      Alger American Growth Portfolio .................................            .75%                   .04%              .85%
      Alger American Leveraged AllCap Portfolio .......................            .85%                   .24%(4)          1.56%
      Alger American MidCap Growth Portfolio ..........................            .80%                   .04%              .90%
      Alger American Small Capitalization Portfolio ...................            .85%                   .03%              .92%
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC .............................
      International Fund ..............................................           1.50%                   .00%             1.50%
      Value Fund ......................................................           1.00%                   .00%             1.00%
BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund (5) .......................................            .00%                  1.00%             1.00%
      Berger IPT - Growth and Income Fund (5) .........................            .00%                  1.00%             1.00%
      Berger IPT - Small Company Growth Fund (5)  .....................            .00%                  1.15%             1.15%
      Berger/BIAM IPT - International Fund (6) ........................            .00%                  1.20%             1.20%
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC .....................            .75%                   .24%              .99%(7)
DREYFUS STOCK INDEX FUND ..............................................           .245%                  .155%              .40%(8)
FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II ..............................            .00%                   .80%              .80%(9)
      Federated International Equity Fund II ..........................            .00%                  1.25%             1.25%(9)
      Federated Utility Fund II .......................................            .00%                   .85%              .85%(9)
JANUS ASPEN SERIES
      Aggressive Growth Portfolio .....................................            .72%                   .04%             .76%(10)
      Growth Portfolio ................................................            .65%                   .04%             .69%(10)
      Worldwide Growth Portfolio ......................................            .66%                   .14%             .80%(10)
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST (11)
      Limited Maturity Bond Portfolio .................................            .65%                   .13%              .78%
      Partners Portfolio ..............................................            .84%                   .11%              .95%
STRONG SPECIAL FUND II ................................................           1.00%                   .15%             1.15%
STRONG VARIABLE INSURANCE FUNDS, INC ..................................
      Growth Fund II ..................................................           1.00%                   .96%             1.96%
VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Hard Assets Fund formerly, Gold and Natural
            Resources Fund) ...........................................           1.00%                   .23%             1.23%
      Worldwide Bond Fund .............................................           1.00%                   .16%             1.16%
      Worldwide Emerging Markets Fund .................................           1.00%                   .50%             1.50%(12)
====================================================================================================================================
</TABLE>

(1)  The Fund expenses shown above are assessed at the underlying Fund level and
     are not direct charges against  separate  account assets or reductions from
     Contract  Values.  These  Fund  expenses  are taken into  consideration  in
     computing  each  fund's net asset  value,  which is the share price used to
     calculate the Variable Account's unit value.

(2)  Conseco Capital  Management,  Inc.,  since January 1, 1993, has voluntarily
     waived its  Management  Fees in excess of the annual rates set forth above.
     Absent such Fee  waivers,  the  Management  Fees would have  totaled:  0.65
     percent  for Asset  Allocation;  0.65  percent for Common  Stock;  and 0.50
     percent for Money Market.

(3)  Conseco  Capital  Management,  Inc., the investment  adviser of the Conseco
     Series Trust, has voluntarily  agreed to reimburse all expenses,  including
     management  fees,  in excess of the  following  percentage  of the  average
     annual net assets of each listed Portfolio,  so long as such  reimbursement
     would not result in a  portfolio's  inability  to  qualify  as a  regulated
     investment company under the Code: 0.75 percent for Asset Allocation;  0.80
     percent for Common Stock;  0.70 percent for Corporate  Bond and  Government
     Securities;  and 0.45 percent for Money Market. The total percentage in the
     above   table  is  after   reimbursement.   In  the   absence   of  expense
     reimbursement, the total fees and expenses in 1996 would have totaled: 0.95
     percent for Asset  Allocation;  0.81 percent for Common Stock; 0.77 percent
     for Corporate  Bond; 0.91 percent for Government  Securities;  0.58 percent
     for Money Market.
    

                                                                               6
<PAGE>
- --------------------------------------------------------------------------------

   
(4)  The Alger American  Leveraged AllCap  Portfolio  "Other expenses"  includes
     .03 percent of interest expense.

(5)  Berger Associates, the Fund's investment adviser, has voluntarily agreed to
     waive  its  advisory  fee and  has  voluntarily  reimbursed  the  Fund  for
     additional  expenses to the extent that  normal  operating  expenses in any
     fiscal year,  including the investment advisory fee but excluding brokerage
     commissions,  interest,  taxes and extraordinary  expenses,  of each of the
     Berger IPT - 100 Fund and the Berger  IPT - Growth and Income  Fund  exceed
     1.00%, and the normal  operating  expenses in any fiscal year of the Berger
     IPT - Small Company  Growth Fund exceed  1.15%,  of the  respective  Fund's
     average daily net assets.  Absent the voluntary  waiver and  reimbursement,
     the Management  Fee for the Berger IPT - 100 Fund,  Berger IPT - Growth and
     Income Fund and the Berger IPT - Small Company  Growth Fund would have been
     0.75%, 0.75% and 0.90%,  respectively,  and their Total Expenses would have
     been 7.69%, 7.70% and 8.57%, respectively.

(6)  Based  on  estimated  expenses  for the  first  year of  operations  of the
     Berger/BIAM  IPT -  International  Fund,  after  fee  waivers  and  expense
     reimbursements.  Berger  Associates,  the Fund's  investment  adviser,  has
     voluntarily  agreed to waive its  advisory  fee and expects to  voluntarily
     reimburse  the Fund for  additional  expenses  to the  extent  that  normal
     operating  expenses in any fiscal year,  including the investment  advisory
     fee but excluding brokerage commissions,  interest, taxes and extraordinary
     expenses,  of the Berger/BIAM IPT - International Fund exceed 1.20%, of the
     Fund's  average  daily  net  assets.   Absent  the  voluntary   waiver  and
     reimbursement,  the Management Fee for the  Berger/BIAM IPT - International
     Fund would be 0.90%, and its Total Expenses would be estimated to be 8.96%.

(7)  In 1996, The Dreyfus  Corporation  waived .03% of its  management  fee. The
     Dreyfus  Corporation  does not intend to waive a portion of its  management
     fee for fiscal year 1997.

(8)  Dreyfus Corporation,  the Fund's investment adviser, has voluntarily agreed
     until such time as it gives  investors 180 days notice to the contrary,  to
     reimburse all or a portion of its advisory fee to the extent that the total
     expenses of the Fund (excluding brokerage commissions, transaction fees and
     extraordinary  expenses)  are in  excess  of .40 or 1% of the  value of the
     Fund's average daily net assets.

(9)  Federated  Advisers,  the  investment  adviser of the  Federated  Insurance
     Series,  has  voluntarily  agreed  to  reimburse  all or a  portion  of its
     advisory  fee to the  extent  that the  total  expenses  of the fund are in
     excess of the  following  percentage  of the average  annual assets of each
     listed  Fund:   0.60  percent  for  High  Income  Bond;  1.00  percent  for
     International  Equity;  and 0.75  percent  for  Utility.  In the absence of
     expense reimbursement, the total fees and expenses in 1996 would have been:
     1.39% for High Income Bond; 4.3% for  International  Equity;  and 1.36% for
     Utility.

(10) The expense figures shown are net of certain fee waivers or reductions from
     Janus  Capital  Corporation,  the  investment  adviser  of the Janus  Aspen
     Series. Without such waivers or reductions,  the total fees and expenses in
     1996 would have totaled: 0.83% for Aggressive Growth; 0.83% for Growth; and
     0.91% for Worldwide Growth.

(11) Neuberger & Berman  Advisers  Management  Trust is divided into  portfolios
     ("Portfolios"), each of which invests all of its net investable assets in a
     corresponding series of Advisers Managers Trust. The figures reported under
     "Management Fees" include the aggregate of the administration  fees paid by
     the Portfolio and the  management  fees paid by its  corresponding  series.
     Similarly, "Other Expenses" includes all other expenses  of  the  Portfolio
     and its corresponding series.

(12) Expenses for Worldwide  Emerging Markets Fund are being voluntarily  capped
     by the Fund's  investment  adviser at 1.50% of average net  assets.  In the
     absence of the investment  adviser's  absorption of these  expenses,  Other
     Expenses and Total Expenses would be 1.64% and 2.64%, respectively.


Great American Reserve has guaranteed  certain expenses not to exceed a total of
1.44 percent on an annual basis of the average  annual net assets of the Conseco
Series Trust Common Stock,  Corporate Bond and Money Market  Portfolios  that is
equal to the same charges that would have been imposed  under the  Contracts had
the Combination not occurred (see "Expense Guarantee Agreement").
    

                                                                               7
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

VARIABLE DEFERRED ANNUITY CONTRACT
   
EXAMPLE 1- Assuming  surrender of the  Contract at the end of the periods  shown
(1): You would pay the following expenses on a $1,000  investment,  assuming a 5
percent annual return on assets:
<TABLE>

                                                                                 1 YEAR        3 YEARS        5 YEARS        10YEARS
====================================================================================================================================
<S>                                                                                <C>            <C>            <C>            <C> 

CONSECO SERIES TRUST
      Asset Allocation Portfolio .......................................           $108           $143           $166           $261
      Common Stock Portfolio ...........................................            109            144            169            266
      Corporate Bond Portfolio .........................................            108            141            164            256
      Government Securities Portfolio ..................................            108            141            164            256
      Money Market Portfolio ...........................................            105            133            151            230
THE ALGER AMERICAN FUND
      Alger American Growth Portfolio ..................................            109            144            168            265
      Alger American Leveraged AllCap Portfolio ........................            112            153            183            295
      Alger American MidCap Growth Portfolio ...........................            109            145            171            270
      Alger American Small Capitalization Portfolio ....................            109            146            173            274
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC
      International Fund ...............................................            116            165            204            334
      Value Fund .......................................................            111            150            179            286
BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund ............................................            111            150            179            286
      Berger IPT - Growth and Income Fund ..............................            111            150            179            286
      Berger IPT - Small Company Growth Fund ...........................            112            155            186            301
      Berger/BIAM IPT - International Fund .............................            113            156            189            306
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC ......................            110            149            177            282
DREYFUS STOCK INDEX FUND ...............................................            104            129            143            215
FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II ...............................            109            144            169            266
      Federated International Equity Fund II ...........................            113            158            191            310
      Federated Utility Fund II ........................................            109            146            171            271
 JANUS ASPEN SERIES
      Aggressive Growth Portfolio ......................................            108            143            167            262
      Growth Portfolio .................................................            108            141            163            255
      Worldwide Growth Portfolio .......................................            109            144            169            266
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio ..................................            108            143            168            264
      Partners Portfolio ...............................................            110            149            176            281
STRONG SPECIAL FUND II .................................................            112            155            186            301
STRONG VARIABLE INSURANCE FUNDS, INC
      Growth Fund II ...................................................            120            179            226            376
VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Hard Assets Fund (formerly,
      Gold and Natural Resources Fund) .................................            113            157            190            308
      Worldwide Bond Fund ..............................................            112            155            187            302
      Worldwide Emerging Markets Fund ..................................            115            162            199            325
====================================================================================================================================

</TABLE>
    
                                                                               8

<PAGE>
- --------------------------------------------------------------------------------


VARIABLE DEFERRED ANNUITY CONTRACT
   
EXAMPLE 2-Assuming annuitization of the Contract at the end of the periods shown
(1): You would pay the following expenses on a $1,000  investment,  assuming a 5
percent annual return on assets:

<TABLE>
<CAPTION>

                                                                                  1 YEAR        3 YEARS        5 YEARS      10 YEARS
====================================================================================================================================
<S>                                                                                <C>            <C>            <C>            <C>
CONSECO SERIES TRUST
      Asset Allocation Portfolio .......................................           $108           $143           $122           $261
      Common Stock Portfolio ...........................................            109            144            124            266
      Corporate Bond Portfolio .........................................            108            141            119            256
      Government Securities Portfolio ..................................            108            141            119            256
      Money Market Portfolio ...........................................            105            133            107            230
THE ALGER AMERICAN FUND                                                                                                             
      Alger American Growth Portfolio ..................................            109            144            124            265
      Alger American Leveraged AllCap Portfolio ........................            112            153            139            295
      Alger American MidCap Growth Portfolio ...........................            109            145            126            270
      Alger American Small Capitalization Portfolio ....................            109            146            128            274
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC                                                            
      International Fund ...............................................            116            165            159            334
      Value Fund .......................................................            111            150            134            286
BERGER INSTITUTIONAL PRODUCTS TRUST                                                                                                 
      Berger IPT - 100 Fund ............................................            111            150            134            286
      Berger IPT - Growth and Income Fund ..............................            111            150            134            286
      Berger IPT - Small Company Growth Fund ...........................            112            155            142            301
      Berger/BIAM IPT - International Fund .............................            113            156            144            306
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC ......................            110            149            132            282
DREYFUS STOCK INDEX FUND ...............................................            104            129             99            215
FEDERATED INSURANCE SERIES                                                                                                          
      Federated High Income Bond Fund II ...............................            109            144            124            266
      Federated International Equity Fund II ...........................            113            158            147            310
      Federated Utility Fund II ........................................            109            146            127            271
JANUS ASPEN SERIES                                                                                                                  
      Aggressive Growth Portfolio ......................................            108            143            122            262
      Growth Portfolio .................................................            108            141            119            255
      Worldwide Growth Portfolio .......................................            109            144            124            266
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST                                                                                        
      Limited Maturity Bond Portfolio ..................................            108            143            123            264
      Partners Portfolio ...............................................            110            149            132            281
STRONG SPECIAL FUND II .................................................            112            155            142            301
STRONG VARIABLE INSURANCE FUNDS, INC                                                            
      Growth Fund II ...................................................            120            179            181            376
VAN ECK WORLDWIDE INSURANCE TRUST                                                                                                   
      Worldwide Hard Assets Fund (formerly,                                                                                         
      Gold and Natural Resources Fund) .................................            113            157            146            308
      Worldwide Bond Fund ..............................................            112            155            142            302
      Worldwide Emerging Markets Fund ..................................            115            162            154            325
====================================================================================================================================
</TABLE>
    

                                                                               9
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

VARIABLE DEFERRED ANNUITY CONTRACT - CONT.
   
EXAMPLE  3-Assuming no surrender of the Contract at the end of the periods shown
(1): You would pay the following expenses on a $1,000  investment,  assuming a 5
percent annual return on assets:

<TABLE>
<CAPTION>
                                                                                 1 YEAR        3 YEARS        5 YEARS        10YEARS
====================================================================================================================================
<S>                                                                                 <C>            <C>            <C>            <C>

CONSECO SERIES TRUST
      Asset Allocation Portfolio .......................................           $ 23           $ 71           $122           $261
      Common Stock Portfolio ...........................................             24             73            124            266
      Corporate Bond Portfolio .........................................             23             70            119            256
      Government Securities Portfolio ..................................             23             70            119            256
      Money Market Portfolio ...........................................             20             62            107            230
THE ALGER AMERICAN FUND
      Alger American Growth Portfolio ..................................             24             72            124            265
      Alger American Leveraged AllCap Portfolio ........................             27             81            139            295
      Alger American MidCap Growth Portfolio ...........................             24             74            126            270
      Alger American Small Capitalization Portfolio ....................             24             75            128            274
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC ..............................
      International Fund ...............................................             31             94            159            334
      Value Fund .......................................................             26             79            134            286
BERGER INSTITUTIONAL PRODUCTS TRUST
      Berger IPT - 100 Fund ............................................             26             79            134            286
      Berger IPT - Growth and Income Fund ..............................             26             79            134            286
      Berger IPT - Small Company Growth Fund ...........................             27             83            142            301
      Berger/BIAM IPT - International Fund .............................             28             85            144            306
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC ......................             25             77            132            282
DREYFUS STOCK INDEX FUND ...............................................             19             58             99            215
FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II ...............................             24             73            124            266
      Federated International Equity Fund II ...........................             28             86            147            310
      Federated Utility Fund II ........................................             24             74            127            271
 JANUS ASPEN SERIES
      Aggressive Growth Portfolio ......................................             23             71            122            262
      Growth Portfolio .................................................             23             69            119            255
      Worldwide Growth Portfolio .......................................             24             73            124            266
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
      Limited Maturity Bond Portfolio ..................................             23             72            123            264
      Partners Portfolio ...............................................             25             77            132            281
STRONG SPECIAL FUND II .................................................             27             83            142            301
STRONG VARIABLE INSURANCE FUNDS, INC ...................................
      Growth Fund II ...................................................             35            107            181            376
VAN ECK WORLDWIDE INSURANCE TRUST
      Worldwide Hard Assets Fund (formerly,
      Gold and Natural Resources Fund) .................................             28             86            146            308
      Worldwide Bond Fund ..............................................             27             83            142            302
      Worldwide Emerging Markets Fund ..................................             30             91            154            325
====================================================================================================================================
</TABLE>
    

                                                                              10
<PAGE>

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

   
     PLEASE REMEMBER THAT THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE  EXPENSES AND THAT ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.  SIMILARLY,  THE 5 PERCENT ANNUAL RATE OF RETURN IS NOT AN ESTIMATE
OR A GUARANTEE OF FUTURE INVESTMENT PERFORMANCE.
    

(1)  This Contract is designed for retirement planning.  Surrenders prior to the
     Annuity Date are not consistent with the long-term purposes of the Contract
     and the applicable tax laws.

     The above table reflects  estimates of expenses of the Variable Account and
     the Funds.  The standard table and examples  assume the highest  deductions
     possible under a Contract, whether or not such deductions actually would be
     made  under  such  a  Contract.   Annual  maintenance   charges  have  been
     approximated as a 16 basis point annual asset charge.

                                                                              11
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

CONDENSED FINANCIAL INFORMATION

   
     The tables below provide per unit information  about the financial  history
of each  Sub-account.  No per-unit  information  is provided with respect to the
Sub-accounts  investing  in  the  American  Century  Variable  Portfolios,  Inc.
International  and Value Funds;  the Berger/BIAM  IPT - International  Fund; the
Neuberger & Berman Advisers  Management Trust Limited Maturity Bond and Partners
Portfolios; the Strong Special Fund II; and the Strong Variable Insurance Funds,
Inc.  Growth Fund II because  these Funds were not  available as of December 31,
1996.
    

<TABLE>
<CAPTION>
==================================================================================================================
                                                                              1996          1995          1994
<S>                                                                          <C>           <C>           <C>   
   
CONSECO SERIES TRUST
ASSET ALLOCATION (A)
Accumulation unit value at beginning of period ........................      $1.342        $1.035        $1.000
Accumulation unit value at end of period...............................      $1.698        $1.342        $1.035
Percentage change in accumulation unit value ..........................       26.50%        29.67%         3.52%
Number of accumulation units outstanding at end of period .............   2,475,992       461,876        21,037
COMMON STOCK (A)
Accumulation unit value at beginning of period ........................      $1.449        $1.078        $1.000
Accumulation unit value at end of period ..............................      $2.071        $1.449        $1.078
Percentage change in accumulation unit value ..........................       42.96%        34.42%         7.79%
Number of accumulation units outstanding at end of period .............   3,374,110     1,009,305        41,601
CORPORATE BOND (A)
Accumulation unit value at beginning of period ........................      $1.166        $1.000        $1.000
Accumulation unit value at end of period ..............................      $1.207        $1.166        $1.000
Percentage change in accumulation unit value ..........................        3.50%        16.61%        (0.03)%

Number of accumulation units outstanding at end of period .............   1,540,494       350,623        12,553
GOVERNMENT SECURITIES (A)
Accumulation unit value at beginning of period ........................      $1.154         $0.997       $1.000
Accumulation unit value at end of period ..............................      $1.169         $1.154       $0.997
Percentage change in accumulation unit value ..........................        1.31%         15.72%       (0.26)%

Number of accumulation units outstanding at end of period .............     135,680         30,614            0
MONEY MARKET (A)
Accumulation unit value at beginning of period ........................      $1.056         $1.014       $1.000
Accumulation unit value at end of period ..............................      $1.095         $1.056       $1.014
Percentage change in accumulation unit value ..........................        3.67%         $4.14%        1.38%
Number of accumulation units outstanding at end of period .............   1,144,951        641,747            0
==================================================================================================================
</TABLE>
    

(CONTINUED)

                                                                              12
<PAGE>
- --------------------------------------------------------------------------------
CONDENSED FINANCIAL INFORMATION - CONT.
<TABLE>
   
<CAPTION>
                                                                                               1996             1995            1994
====================================================================================================================================
<S>                                                                                            <C>              <C>             <C> 
THE ALGER AMERICAN FUND
ALGER AMERICAN GROWTH (C)
Accumulation unit value at beginning of period .............................                 $1.000              N/A             N/A
Accumulation unit value at end of period ...................................                 $1.044              N/A             N/A
Percentage change in accumulation unit value ...............................                   4.35%             N/A             N/A
Number of accumulation units outstanding at end of period ..................                 73,227              N/A             N/A
ALGER AMERICAN LEVERAGED ALLCAP (B)
Accumulation unit value at beginning of period .............................                 $1.408           $1.000             N/A
Accumulation unit value at end of period ...................................                 $1.555           $1.408             N/A
Percentage change in accumulation unit value ...............................                  10.47%           40.79%            N/A
Number of accumulation units outstanding at end of period ..................                832,794          207,147             N/A
ALGER AMERICAN MIDCAP GROWTH (C)
Accumulation unit value at beginning of period .............................                 $1.000              N/A             N/A
Accumulation unit value at end of period ...................................                 $0.987              N/A             N/A
Percentage change in accumulation unit value ...............................                  (1.33)%            N/A             N/A
Number of accumulation units outstanding at end of period ..................                 42,736              N/A             N/A
ALGER AMERICAN SMALL CAPITALIZATION (B)
Accumulation unit value at beginning of period .............................                 $1.219           $1.000             N/A
Accumulation unit value at end of period ...................................                 $1.252           $1.219             N/A
Percentage change in accumulation unit value ...............................                   2.72%           21.89%            N/A
Number of accumulation units outstanding at end of period ..................              1,946,993          517,903             N/A
BERGER INSTITUTIONAL PRODUCTS TRUST
BERGER IPT - 100 FUND (C)
Accumulation unit value at beginning of period .............................                 $1.000              N/A             N/A
Accumulation unit value at end of period ...................................                 $1.029              N/A             N/A
Percentage change in accumulation unit value ...............................                   2.93%             N/A             N/A
Number of accumulation units outstanding at end of period ..................                 69,521              N/A             N/A
BERGER IPT - GROWTH AND INCOME FUND (C)
Accumulation unit value at beginning of period .............................                 $1.000              N/A             N/A
Accumulation unit value at end of period ...................................                 $1.104              N/A             N/A
Percentage change in accumulation unit value ...............................                  10.36%             N/A             N/A
Number of accumulation units outstanding at end of period ..................                 59,956              N/A             N/A
BERGER IPT - SMALL COMPANY GROWTH FUND (C)
Accumulation unit value at beginning of period .............................                 $1.000              N/A             N/A
Accumulation unit value at end of period ...................................                 $0.985              N/A             N/A
Percentage change in accumulation unit value ...............................                  (1.53)%            N/A             N/A
Number of accumulation units outstanding at end of period ..................                 42,982              N/A             N/A
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH
FUND, INC.  (B)
Accumulation unit value at beginning of period .............................                 $1.175              $1.000          N/A
Accumulation unit value at end of period ...................................                 $1.404              $1.175          N/A
Percentage change in accumulation unit value ...............................                  19.53%              17.49%         N/A
Number of accumulation units outstanding at end of period ..................                221,018              21,878          N/A
====================================================================================================================================
</TABLE>
    

(CONTINUED)

                                                                              13
<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   
CONDENSED FINANCIAL INFORMATION - CONT.
                                                                                             1996                1995           1994
====================================================================================================================================
<S>                                                                                          <C>                 <C>            <C> 
DREYFUS STOCK INDEX FUND (B)
Accumulation unit value at beginning of period .........................                    $1.158              $1.000           N/A
Accumulation unit value at end of period................................                    $1.393              $1.158           N/A
Percentage change in accumulation unit value ...........................                     20.31%              15.76%          N/A
Number of accumulation units outstanding at end of period ..............                 1,862,980              91,752           N/A
FEDERATED INSURANCE SERIES
FEDERATED HIGH INCOME BOND II (B)
Accumulation unit value at beginning of period .........................                     1.067              $1.000           N/A
Accumulation unit value at end of period ...............................                     1.202              $1.067           N/A
Percentage change in accumulation unit value ...........................                     12.71%               6.66%          N/A
Number of accumulation units outstanding at end of period ..............                   508,205              26,380           N/A
FEDERATED INTERNATIONAL EQUITY II (B)
Accumulation unit value at beginning of period .........................                     1.025              $1.000           N/A
Accumulation unit value at end of period ...............................                     1.095              $1.025           N/A
Percentage change in accumulation unit value ...........................                      6.80%               2.51%          N/A
Number of accumulation units outstanding at end of period ..............                    93,215              36,798           N/A
FEDERATED UTILITY II (B)
Accumulation unit value at beginning of period .........................                     1.122              $1.000           N/A
Accumulation unit value at end of period ...............................                     1.234              $1.122           N/A
Percentage change in accumulation unit value ...........................                     10.00%              12.21%          N/A
Number of accumulation units outstanding at end of period ..............                   294,882              11,711           N/A
JANUS ASPEN SERIES
AGGRESSIVE GROWTH (B)
Accumulation unit value at beginning of period .........................                    $1.266              $1.000           N/A
Accumulation unit value at end of period ...............................                    $1.348              $1.266           N/A
Percentage change in accumulation unit value ...........................                      6.44%              26.64%          N/A
Number of accumulation units outstanding at end of period ..............                 1,041,050             122,278           N/A
GROWTH (B)
Accumulation unit value at beginning of period .........................                    $1.167              $1.000           N/A
Accumulation unit value at end of period ...............................                    $1.364              $1.167           N/A
Percentage change in accumulation unit value ...........................                     16.79%              16.75%          N/A
Number of accumulation units outstanding at end of period ..............                 1,466,042             138,532           N/A
WORLDWIDE GROWTH (B)
Accumulation unit value at beginning of period .........................                    $1.211              $1.000           N/A
Accumulation unit value at end of period ...............................                    $1.541              $1.211           N/A
Percentage change in accumulation unit value ...........................                     27.23%              21.12%          N/A
Number of accumulation units outstanding at end of period ..............                 2,173,781             155,653           N/A
THE VAN ECK WORLDWIDE INSURANCE TRUST
WORLDWIDE HARD ASSETS (FORMERLY,
GOLD AND NATURAL RESOURCES) (B)
Accumulation unit value at beginning of period .........................                    $1.077              $1.000           N/A
Accumulation unit value at end of period ...............................                    $1.254              $1.077           N/A
Percentage change in accumulation unit value ...........................                     16.41%               7.72%          N/A
Number of accumulation units outstanding at end of period ..............                   651,603              68,730           N/A
====================================================================================================================================
</TABLE>
(CONTINUED)
    

                                                                              14
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   
CONDENSED FINANCIAL INFORMATION - CONT.
                                                                                                  1996            1995          1994
====================================================================================================================================
<S>                                                                                               <C>             <C>           <C> 
THE VAN ECK WORLDWIDE INSURANCE TRUST - CONT.
WORLDWIDE BOND (B)
Accumulation unit value at beginning of period ..............................                    $1.018          $1.000          N/A
Accumulation unit value at end of period ....................................                    $1.029          $1.018          N/A
Percentage change in accumulation unit value ................................                      1.09%           1.82%         N/A
Number of accumulation units outstanding at end of period ...................                 1,790,259         130,071          N/A
WORLDWIDE EMERGING MARKETS (C)
Accumulation  unit value at beginning of period .............................                    $1.000             N/A          N/A
Accumulation unit value at end of  period ...................................                    $1.136             N/A          N/A
Percentage  change in  accumulation  unit value .............................                     13.59%            N/A          N/A
Number  of  accumulation  units  outstanding  at  end  of period ............                   132,953             N/A          N/A
====================================================================================================================================
</TABLE>

(a) Inception date was July 25, 1994.
(b) Inception date was June 1, 1995.
(c) Inception date was May 1, 1996.
    

                                                                              15
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

GREAT AMERICAN RESERVE, VARIABLE ACCOUNT AND THE INVESTMENT OPTIONS

A.  GREAT AMERICAN RESERVE

   
     Great  American  Reserve,  originally  organized  in 1937,  is  principally
engaged  in the  life  insurance  business  in 47  states  and the  District  of
Columbia.  Great American Reserve is a stock company organized under the laws of
the state of Texas and an indirect  wholly  owned  subsidiary  of Conseco,  Inc.
("Conseco").  The operations of Great  American  Reserve are handled by Conseco.
Conseco is a publicly owned financial  services holding  company,  the principal
operations  of  which  are the  development,  marketing  and  administration  of
specialized annuity and life insurance products.  Conseco is located at 11815 N.
Pennsylvania Street, Carmel, Indiana 46032.

     All inquiries regarding Individual Accounts, the Contracts,  or any related
matter should be directed to Great American Reserves Variable Annuity Department
at the address and  telephone  number  shown on page 1 of this  Prospectus.  The
financial  statements  of Great  American  Reserve  included in the Statement of
Additional  Information should be considered only as bearing upon the ability of
Great American Reserve to meet the obligations under the Contracts. Furthermore,
neither the assets of Conseco  nor those of any company in the Conseco  group of
companies  other than Great American  Reserve support these  obligations.  As of
December 31, 1996,  Great American  Reserve had total assets of $2.7 billion and
total  shareholders  equity of $396.9 million.  Great American  Reserve does not
guarantee the investment performance of the Variable Account investment options.
    

B.  VARIABLE ACCOUNT

     Great American  Reserve  established  the Variable  Account on November 12,
1993, as a separate  account under Texas law. The assets of the Variable Account
are not  chargeable  with  liabilities  arising out of any other  business Great
American Reserve may conduct. In addition,  any income, gains or losses realized
or  unrealized  on assets of the  Variable  Account  are  credited to or charged
against the Variable Account without regard to other income,  gains or losses of
Great American Reserve.  Nevertheless,  obligations  arising under the Contracts
are general obligations of Great American Reserve. In addition to the net assets
and other  liabilities for variable annuity  contracts,  the Variable  account's
assets will include assets derived from charges made by Great American  Reserve.
Great  American  Reserve  may  transfer  out to its  general  account any of the
Variable  account's  assets  that  are in  excess  of  the  reserves  and  other
liabilities relating to the Contracts.  The Variable Account is regulated by the
Insurance  Department  of Texas.  Regulation  by the  state,  however,  does not
involve any supervision of the Variable Account,  except to determine compliance
with broad statutory criteria.

     The Variable  Account is registered with the SEC as a unit investment trust
under the  Investment  Company Act of 1940 (the "1940 Act").  A unit  investment
trust is a type of  investment  company  which  invests its assets in  specified
securities,  such as shares of one or more  investment  companies.  Registration
under the 1940 Act does not involve  supervision by the SEC of the management or
investment policies or practices of the Variable Account.

   
     The  Variable  Account is segmented  into  Sub-accounts.  Each  Sub-account
invests in shares of one of the Funds and such shares are purchased at net asset
value.  The  Sub-accounts  and Funds may be added or  withdrawn  as permitted by
applicable law. The Variable Account consists of 30 Sub-accounts,  each of which
invests  in shares of the  eligible  Funds of the  Conseco  Series  Trust  Asset
Allocation,  Common Stock,  Corporate  Bond,  Government  Securities,  and Money
Market  Portfolios;  the Alger American Fund Growth,  Leveraged  AllCap,  MidCap
Growth,  and Small  Capitalization  Portfolios;  the American  Century  Variable
Portfolios, Inc. International and Value Funds; the Berger IPT - 100, Berger IPT
- - Growth and Income,  Berger IPT - Small Company  Growth,  and Berger/BIAM IPT -
International  Funds;  the Dreyfus Socially  Responsible  Growth Fund, Inc.; the
Dreyfus Stock Index Fund;  the Federated  Insurance  Series High Income Bond II,
International Equity II, and Utility II Funds; the Janus Aspen Series Aggressive
Growth, Growth, and Worldwide Growth Portfolios; the Neuberger & Berman Advisers
Management  Trust  Limited  Maturity  Bond and Partners  Portfolios;  the Strong
Special Fund II; the Strong Variable  Insurance Funds,  Inc. Growth Fund II; and
the Van Eck Worldwide Insurance Trust Worldwide Hard Assets (formerly,  Gold and
Natural Resources),  Worldwide Bond, and Worldwide Emerging Markets Funds. Great
American  Reserve  reserves  the  right  to add  other  Sub-accounts,  eliminate
existing   Sub-accounts,   combine   Sub-accounts  or  transfer  assets  in  one
Sub-account to another  Sub-account  established by Great American Reserve or an
affiliated   company.   Great  American  Reserve  will  not  eliminate  existing
Sub-accounts or combine  Sub-accounts without any required prior approval of the
appropriate state or federal regulatory authorities.
    

C.  INVESTMENT OPTIONS

     The  investment  objectives  of the Funds  available  through the  Variable
Account are briefly described below.  More detailed  information is contained in
the current prospectuses of the Funds.

                                                                              16
<PAGE>
- --------------------------------------------------------------------------------
CONSECO SERIES TRUST

     ASSET ALLOCATION PORTFOLIO seeks a high total investment return, consistent
with the  preservation  of capital and prudent  investment  risk.  The Portfolio
seeks to achieve this objective by pursuing an active asset allocation  strategy
whereby  investments  are allocated,  based upon thorough  investment  research,
valuation  and  analysis of market  trends and the  anticipated  relative  total
return available, among various asset classes including debt securities,  equity
securities, and money market instruments.

     COMMON STOCK PORTFOLIO seeks to provide a high total return consistent with
preservation  of capital and a prudent  level of risk  primarily by investing in
selected  equity   securities  and  other   securities   having  the  investment
characteristics of common stocks.

     CORPORATE BOND  PORTFOLIO  seeks to provide as high a level of income as is
consistent  with  preservation  of  capital  by  investing   primarily  in  debt
securities.

     GOVERNMENT  SECURITIES  PORTFOLIO  seeks safety of capital,  liquidity  and
current  income  by  investing  primarily  in  securities  issued  by  the  U.S.
Government or an agency or  instrumentality  of the U.S.  Government,  including
mortgage-related securities.

     MONEY MARKET  PORTFOLIO  seeks current income  consistent with stability of
capital and liquidity.  An investment in this  Portfolio is neither  insured nor
guaranteed  by the  U.S.  Government  and  there  can be no  assurance  that the
Portfolio will be able to maintain a stable net asset value of $1.00 per share.

THE ALGER AMERICAN FUND

   
     ALGER AMERICAN GROWTH  PORTFOLIO seeks  long-term  capital  appreciation by
investing in a diversified,  actively  managed  portfolio of equity  securities,
primarily  of  companies  with  total  market  capitalization  of $1  billion or
greater.

     ALGER  AMERICAN   LEVERAGED  ALLCAP   PORTFOLIO  seeks  long-term   capital
appreciation by investing in a diversified, actively managed portfolio of equity
securities.  The Portfolio may engage in leveraging (up to 33 1/3 percent of its
assets) and options and futures transactions, which are deemed to be speculative
and which may cause the portfolio's value to fluctuate.

     ALGER   AMERICAN   MIDCAP  GROWTH   PORTFOLIO   seeks   long-term   capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of purchase of the securities,  have total market capitalization within the
range of companies  included in the S&P MidCap 400 Index. This Index is designed
to track the  performance of medium  capitalization  companies.  As of March 31,
1997, the range of market  capitalization of these companies was $120 million to
$7.193 billion. The Portfolio may invest up to 35% of its total assets in equity
securities of larger or smaller issuers and in excess of that amount (up to 100%
of its assets) during temporary defensive periods.

     ALGER AMERICAN  SMALL  CAPITALIZATION  PORTFOLIO  seeks  long-term  capital
appreciation.  Except during temporary defensive periods,  the Portfolio invests
at least 65% of its total assets in equity  securities of companies that, at the
time of purchase of the securities,  have total market capitalization within the
range of  companies  included in the Russell  2000 Growth  Index.  This Index is
designed to track the performance of small capitalization companies. As of March
31, 1997, the range of market  capitalization of these companies was $10 million
to $1.94  billion.  The  Portfolio  may invest up to 35% of its total  assets in
equity  securities of larger or smaller issuers and in excess of that amount (up
to 100% of its assets) during temporary defensive periods.

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     INTERNATIONAL   FUND  seeks  capital  growth  by  investing   primarily  in
securities  of foreign  companies  that meet certain  fundamental  and technical
standards  of  selection  and have,  in the  opinion  of the  fund's  investment
manager,  potential for  appreciation.  The fund will invest primarily in common
stocks and other equity  equivalents.  The fund tries to stay fully  invested in
such  securities,  regardless of the movement of stock prices  generally.  Under
normal  conditions,  the fund will  invest at least 65% of its  assets in common
stocks or other  equity  equivalents  of issuers  from at least three  countries
outside of the United States.

     VALUE FUND seeks long-term capital growth by investing  primarily in equity
securities  of  well-established  companies  with  intermediate-to-large  market
capitalizations  that are believed by the fund's management to be undervalued at
the time of  purchase.  Income is a secondary  objective.  Under  normal  market
conditions,  the fund  expects  to invest at least 80% of the value of its total
assets in equity securities, which includes equity equivalents.

BERGER INSTITUTIONAL PRODUCTS TRUST

     BERGER IPT - 100 FUND seeks  long-term  capital  appreciation  by investing
primarily in common stocks of  established  companies  which the fund's  adviser
believes offer favorable growth  prospects.  Current income is not an investment
objective.
    

                                                                              17
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------



     BERGER  IPT -  GROWTH  AND  INCOME  FUND  seeks  capital  appreciation  and
secondarily a moderate level of current income by investing  primarily in common
stocks and other securities, such as convertible securities or preferred stocks,
which the fund's  adviser  believes  offer  favorable  growth  prospects and are
expected to also provide current income.

     BERGER IPT - SMALL  COMPANY  GROWTH  FUND  seeks  capital  appreciation  by
investing primarily in equity securities (including common and preferred stocks,
convertible  debt  securities and other  securities  having equity  features) of
small growth companies with market capitalization of less than $1 billion at the
time of initial purchase.

   
     BERGER/BIAM IPT - INTERNATIONAL  FUND seeks long-term capital  appreciation
by investing  primarily in common stocks of well established  companies  located
outside the United  States.  The fund  intends to diversify  its holdings  among
several countries and to have, under normal market  conditions,  at least 65% of
the fund's total assets  invested in the  securities of companies  located in at
least five countries, not including the United States.
    

DREYFUS STOCK INDEX FUND

     Dreyfus  Stock  Index  Fund  seeks  to  provide   investment  results  that
correspond to the price and yield  performance of publicly  traded common stocks
in the aggregate,  as  represented by the Standard & Poor's 500 Composite  Price
Index.  The Fund is neither  sponsored  by nor  affiliated  with the  Standard &
Poor's Corporation.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

     The Dreyfus Socially Responsible Growth Fund, Inc. seeks to provide capital
growth through equity investment in companies that, in the opinion of the fund's
management,  not only  meet  traditional  investment  standards  but  also  show
evidence  that  they  conduct  business  in a  manner  that  contributes  to the
enhancement  of the quality of life in America.  Current  income is secondary to
the primary goal.

FEDERATED INSURANCE SERIES

     FEDERATED  HIGH INCOME BOND FUND II seeks to provide high current income by
investing  at  least 65  percent  of its  assets  in lower  rated  fixed  income
corporate debt  obligations.  Capital  growth will be considered,  but only when
consistent  with the  investment  objective  of high current  income.  The fixed
income  securities in which the Fund will primarily invest are commonly referred
to as "junk bonds".

     FEDERATED  INTERNATIONAL  EQUITY FUND II seeks to obtain a total  return on
its assets by  investing  at least 65 percent  of its assets  (and under  normal
market  conditions  substantially  all of its  assets) in equity  securities  of
issuers  located in at least  three  different  countries  outside of the United
States.

     FEDERATED UTILITY FUND II seeks to provide high current income and moderate
capital  appreciation  by  investing  at least 65 percent  of its assets  (under
normal conditions) in equity and debt securities of utility companies.

JANUS ASPEN SERIES

   
     AGGRESSIVE  GROWTH  PORTFOLIO  seeks  long-term  growth  of  capital.   The
Portfolio  is a  nondiversified  fund that  pursues  its  objective  by normally
investing at least 50% of its equity assets in securities issued by medium-sized
companies.  Medium-sized  companies are those whose market  capitalizations fall
within the range of companies in the S&P MidCap 400 Index (the "MidCap  Index").
Companies  whose  capitalization  falls outside this range after the  Portfolios
initial purchase continue to be considered medium-sized companies of the purpose
of this policy.  As of March 31, 1997, the MidCap Index included  companies with
capitalizations between approximately $120 million and $7.193 billion.
    

     GROWTH PORTFOLIO seeks long-term  growth of capital in a manner  consistent
with the  preservation  of  capital.  It pursues  this  objective  by  investing
primarily in common stocks of a large number of issuers of any size.  Generally,
this Portfolio emphasizes issuers with larger market capitalizations.

     WORLDWIDE  GROWTH  PORTFOLIO seeks long-term  growth of capital in a manner
consistent  with the  preservation  of capital.  It pursues  this  objective  by
investing  primarily  in common  stocks of foreign and  domestic  issuers of any
size.  The Portfolio  normally  invests in issuers from at least five  different
countries including the United States.

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

     LIMITED MATURITY BOND PORTFOLIO seeks the highest current income consistent
with low risk to principal  and  liquidity,  and,  secondarily,  total return by
investing all of its net investable assets in another fund, AMT Limited Maturity
Bond Investments,  which has investment  objectives,  policies,  and limitations
that are identical to those of the Limited Maturity Bond Portfolio.  AMT Limited
Maturity Bond Investments seeks to achieve its investment objective by investing
in short to intermediate-term debt securities, primarily of investment grade.

     PARTNERS  PORTFOLIO  seeks  capital  growth  by  investing  all of its  net
investable  assets  in  another  fund,  AMT  Partners  Investments,   which  has
investment  objectives,  policies and limitations that are identical to those of
                                                                              18
<PAGE>

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

   

the Partners Portfolio. AMT Partners Investments seeks to achieve its investment
objective by investing in common  stocks and other equity  securities of medium-
to large-capitalization established companies.

STRONG  SPECIAL FUND II seeks  capital  growth by investing  primarily in equity
securities and currently emphasizes  investments in medium-sized companies which
the fund's  investment  adviser believes are  under-researched  and attractively
valued.  The  fund  will  invest  at  least  80% of its  net  assets  in  equity
securities,  including  common stocks (which must constitute at least 65% of its
total assets), preferred stocks, and securities that are convertible into common
or preferred stocks, such as warrants and convertible bonds.

STRONG VARIABLE INSURANCE FUNDS, INC.

     GROWTH  FUND II seeks  capital  growth  by  investing  primarily  in equity
securities that the fund's investment adviser believes have above-average growth
prospects.  Under normal market conditions, the fund will invest at least 65% of
its total  assets in  equity  securities,  including  common  stocks,  preferred
stocks,  and securities  that are convertible  into common or preferred  stocks,
such as warrants and convertible bonds.
    

VAN ECK WORLDWIDE INSURANCE TRUST

   
     WORLDWIDE  HARD ASSETS FUND  (FORMERLY,  GOLD AND NATURAL  RESOURCES  FUND)
seeks long-term capital appreciation by investing globally,  primarily in equity
securities and indexed  securities of "hard asset"  companies which are directly
or indirectly engaged to a significant  extent in the exploration,  development,
production and distribution of precious metals,  ferrous and non-ferrous metals,
gas,  petroleum,  petrochemicals,  forest products,  real estate and other basic
non-agricultural  commodities  which,  historically,   have  been  produced  and
marketed profitably during periods of significant inflation.
    

     WORLDWIDE  BOND FUND seeks high total return  through a flexible  policy of
investing globally, primarily in debt securities.

     WORLDWIDE  EMERGING  MARKETS FUND seeks long-term  capital  appreciation by
investing  primarily in equity  securities in emerging markets around the world.
The fund  emphasizes  countries that,  compared to the world's major  economies,
exhibit  relatively  low gross  national per capita as well as the potential for
rapid economic growth.
       
     There is no assurance that the Funds will achieve their stated objectives.

     The Funds' shares are also available to certain  separate  accounts funding
variable life insurance policies and variable annuity contracts offered by other
insurance company separate  accounts.  This is called "mixed and shared funding"
Although we do not anticipate any inherent  difficulties  arising from mixed and
shared  funding,  it is  theoretically  possible that, due to differences in tax
treatment or other considerations,  the interests of owners of various contracts
participating  in the  Funds  might at some  time be in  conflict.  The Board of
Directors or Trustees of each Fund, each Fund's  investment  adviser,  and Great
American  Reserve  are  required  to monitor  events to  identify  any  material
conflicts that arise from the use of the Funds for mixed and shared funding. For
more information about the risks of mixed funding,  please refer to the relevant
Fund prospectus.

     If the  shares of any of the  Funds  should  no  longer  be  available  for
investment  by the  Variable  Account or, if in the  judgment of Great  American
Reserve's   management,   further   investment   of  such  Funds  shall   become
inappropriate in view of the purpose of the Contract, Great American Reserve may
add or substitute shares of another  Sub-account or of another Fund for eligible
Sub-account  shares already  purchased  under the Contract.  No  substitution of
Sub-account  shares may take place without prior  approval of the SEC and notice
to Contract Owners, to the extent required by the 1940 Act.

VOTING RIGHTS

     Contract  Owners may instruct  Great  American  Reserve as to the voting of
Fund shares  attributable to their  respective  interests under the Contracts at
meetings of  shareholders  of the Funds.  Contract  Owners entitled to vote will
receive  proxy  material and a form on which voting  instructions  may be given.
Great  American  Reserve  will vote the shares of each  Sub-account  held by the
Variable Account  attributable to the Contracts in accordance with  instructions
received from Contract Owners.  Shares held in each Sub-account for which timely
instructions  have not been received from Contract Owners will be voted by Great
American Reserve for or against any proposition,  or Great 

American  Reserve  will  abstain,  in the  same  proportion  as  shares  in that
Sub-account for which  instructions  are received.  Great American  Reserve will
vote, or abstain from voting,  any shares that are not  attributable to Contract

                                                                              19
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------


Owners in the same  proportion  as all Contract  Owners in the Variable  Account
vote or  abstain.  However,  if Great  American  Reserve  determines  that it is
permitted to vote such shares of the Funds in its own right,  it may elect to do
so,  subject to the  then-current  interpretation  of the 1940 Act and the rules
thereunder.

     Under certain Contracts,  not including contracts issued in connection with
governmental   employers'   deferred   compensation   plans  described  in  this
Prospectus,  Participants and Annuitants have the right to instruct the Contract
Owner  with  respect  to the number of votes  attributable  to their  Individual
Accounts.  Votes attributable to Participants and Annuitants who do not instruct
the  Contract  Owner  will be cast by the  Contract  Owner for or  against  each
proposal  to  be  voted  upon,  in  the  same  proportion  as  votes  for  which
instructions  have  been  received.  Participants  and  Annuitants  entitled  to
instruct  the casting of votes will receive a notice of each meeting of Contract
Owners, and proxy solicitation materials, and a statement of the number of votes
attributable to their participation under the Contract.

     The  number  of  shares  held in a  Sub-account  deemed  attributable  to a
Contract Owners interest under a Contract will be determined on the basis of the
value of the  Accumulation  Units credited to the Contract Owner's account as of
the record  date.  On or after the  Maturity  Date,  the number of  attributable
shares will be based on the amount of assets held to meet annuity obligations to
the payee under the  Contract as of the record  date.  On or after the  Maturity
Date, the number of votes  attributable  to a Contract will  generally  decrease
since funds set aside for Annuitants will decrease as payments are made.

THE CONTRACTS

A. ACCUMULATION PROVISIONS

   
     PURCHASE PAYMENTS.  Purchase Payments are paid to Great American Reserve at
its Administrative Office. For TSAs, the minimum initial and subsequent purchase
payment is $50 per month. For IRAs the minimum initial  investment is $2,000 and
the  minimum  amount  of  each  additional  payment  is $50.  For  non-qualified
Contracts,  the minimum  initial  investment is $5,000 and the minimum amount of
each  additional  lump sum  payment  is  $2,000  (or $200 per  month).  Purchase
Payments may be made at any time. If a Purchase  Payment would exceed  $500,000,
the Purchase  Payment will be acceptable  only with the prior  approval of Great
American  Reserve.  Great  American  Reserve  reserves  the right to refuse  any
Purchase Payment.
    

     Great  American  Reserve may, at its option and with prior  notice,  cancel
certain  contracts  in which no  Purchase  Payments  have been  made,  or if the
Contract Value is less than $500. Upon cancellation, Great American Reserve will
pay the Contract Owner the Contract  Value  computed as of the Valuation  Period
during which the cancellation  occurs less any outstanding loans, any withdrawal
charge,  and the $30 annual  administrative  fee. Such  cancellation  could have
adverse tax consequences (see "Federal Tax Matters").

     ALLOCATION  OF  PURCHASE  PAYMENTS.  The  Contract  Owner may elect to have
Purchase  Payments  accumulated (a) on a fully variable basis invested in one or
more of the  Sub-accounts  of the Variable  Account;  (b) on a fully fixed basis
which reflects a compound interest rate guaranteed by Great American Reserve; or
(c) in a combination of any of the investment options.

     An election to change the  allocation  of future  Purchase  Payments may be
made by the Contract Owner 30 days (a)  subsequent to the date of  establishment
of the Individual Account or (b) subsequent to a prior change in allocation.

     ACCUMULATION  UNITS.  Each  Purchase  Payment  is  credited  to the  Owners
Individual  Account  in the  form of  Accumulation  Units,  at the  close of the
Valuation Period in which the Purchase Payment is received at the Administrative
Office of Great American Reserve.  The number of Accumulation  Units credited is
determined  by  dividing  the  Purchase  Payment  amount  by  the  value  of  an
Accumulation Unit at the close of that Valuation Period.  Accumulation Units are
valued  separately  for each  investment  option,  so a  Contract  Owner who has
elected to have amounts in an Individual  Account  accumulated  in more than one
investment option will have several types of Accumulation  Units credited to the
Individual Account.

                                                                              20

<PAGE>

- --------------------------------------------------------------------------------
     VALUE OF AN INDIVIDUAL  ACCOUNT.  The number of Accumulation Units credited
to an  Individual  Account will not be changed by any  subsequent  change in the
value of an Accumulation  Unit, but the dollar value of an Accumulation Unit may
vary  from  Valuation  Period to  Valuation  Period to  reflect  the  investment
experience  of the  appropriate  investment  option.  The value of an Individual
Account  at any  time  prior  to the  Maturity  Date  can be  determined  by (a)
multiplying  the total number of  Accumulation  Units credited to the Individual
Account for each investment  option,  respectively,  by the appropriate  current
Accumulation  Unit value; and (b) totaling the resulting values for each portion
of  the  Individual  Account.  There  is no  assurance  that  the  value  of the
Individual Account will equal or exceed the Purchase Payments made. The Contract
Owner will be advised at least annually as to the number of  Accumulation  Units
which are credited to the  Individual  Account,  the current  Accumulation  Unit
values, and the values of the Individual Account.

     NET INVESTMENT FACTOR FOR EACH VALUATION PERIOD. The Variable Account value
will  fluctuate in accordance  with the  investment  results and expenses of the
underlying  eligible  Funds and the  deduction of certain  charges.  In order to
determine how these  fluctuations  affect Contract  Value, an Accumulation  Unit
value is utilized. Each Sub-account has its own Accumulation Units and value per
unit. The unit value applicable during any Valuation Period is determined at the
end of that period.

     When  eligible  Fund shares were first  purchased on behalf of the Variable
Account,  Accumulation  Units  were  valued  at  $1.00  each.  The  value  of an
Accumulation  Unit for each  Sub-account at any valuation  period  thereafter is
determined  by  multiplying  the value for the prior period by a net  investment
factor. This factor may be greater or less than 1.0; therefore, the Accumulation
Unit may increase or decrease from Valuation  Period to Valuation  Period. A net
investment  factor for each Sub-account is calculated by dividing (a) by (b) and
then subtracting (c) (i.e., (a/b) - c), where:

  (a) is equal to:

         (i)  the net asset value per share of the  eligible  Portfolio  at the
              end of the Valuation Period; plus

         (ii) the per share  amount of any  distribution  made by the  eligible
              Portfolio  if the  "ex-dividend"  date  occurs  during  that same
              Valuation Period.

   (b) is the net asset value per share of the  eligible  Portfolio  at the
       end of the prior Valuation Period.

   (c) is equal to the Valuation Period equivalent of the per year mortality and
       expense  risk  charge  and  administrative  charges as  indicated  in the
       summary Charges and Deductions table.

     INFORMATION  ON THE FIXED  ACCOUNT.  Because of exemptive and  exclusionary
provisions,  interests in the Fixed Account of the general account have not been
registered  under the Securities Act of 1933 (the "1933 Act"),  nor is the Fixed
Account of the general  account  registered as an  investment  company under the
1940 Act. Accordingly, neither the Fixed Account of the general account of Great
American Reserve nor any interest therein is generally subject to the provisions
of the 1933 or 1940 Acts, and we have been advised that the staff of the SEC has
not  reviewed  the  disclosures  in this  Prospectus  that  relate  to the fixed
portion.  Disclosures  regarding  the Fixed  Account  of the  Contracts  and the
general account of Great American  Reserve,  however,  may be subject to certain
generally  applicable  provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses.

   
     In  addition  to the 30  variable  investment  options  described  in  this
Prospectus,  the  Contracts  have a Fixed Account  available  for  allocation of
Purchase Payments.  Generally, the information in the Section called "Contracts"
applies  in a  like  manner  to the  Fixed  Account.  However,  there  are  some
differences.
    

     The Fixed Account operates like a traditional  annuity.  Fixed Annuity Cash
Values  increase  based on interest  rates that may change from time to time but
are  guaranteed  by Great  American  Reserve.  Interest  is  credited  daily and
compounded annually. Purchase Payments and transfers to the Fixed Account become
part of the general  account of Great American  Reserve.  In contrast,  Purchase
Payments and transfers for the Variable  Account are applied to segregated asset
accounts;  they are not commingled with Great American  Reserve's main portfolio
of  investments  that support fixed annuity  obligations.  The gains achieved or
losses  suffered by the  segregated  asset  accounts have no effect on the Fixed
Account.

     The Contracts  allow you to transfer  Contract Values between the Fixed and
Variable Account, but such transfers are restricted as follows:

1.   You may transfer  Contract  Values from the  Variable  Account to the Fixed
     Account once in any 30-day period.

2.   You may  transfer  Contract  Values from the Fixed  Account to the Variable
     Account once in any  six-month  period  subject to a limit of 20 percent of
     the Fixed Account value.

                                                                              21
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                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

3.   No  transfers  may be made from the Fixed  Account  once  annuity  payments
     begin.

     The  administrative  charge and the mortality and expense risk charge based
on the value of each  Sub-account do not apply to values  allocated to the Fixed
Account.

     If you buy the  annuity  as a TSA or certain  other  qualified  plans,  the
Contract  will  contain a provision  that allows a loan to be taken  against the
Contract Values allocated to the Fixed Account. Loan provisions are described in
detail in the Contract.

     TRANSFER  AMONG  INVESTMENT  OPTIONS.  Before the Maturity  Date,  Contract
Owners may  transfer  Variable  Account  value from one  Sub-account  to another
Sub-account  and/or to the Fixed  Account.  The Contract  allows Great  American
Reserve to limit the number of  transfers  that can be made in a specified  time
period.  Contract Owners should be aware that transfer limitations may prevent a
Contract  Owner from making a transfer on the date he or she  desires,  with the
result that the  Contract  owner's  future  Contract  Value may be lower than it
would have been had the transfer been made on the desired date.  Great  American
Reserve is not  charging a transfer  fee,  but limits  transfers to one every 30
days and limits  transfer  from the Fixed  Account to a maximum of 20 percent of
the Fixed Account value per any six-month period. All transfers  requested for a
Contract on the same day will be treated as a single transfer in that period.

     Great  American  Reserve's  interest in applying  these  limitations  is to
protect  the  interests  of  both  Contract  Owners  who  are  not  engaging  in
significant  transfer  activity  and  Contract  Owners who are  engaging in such
activity.  Great American  Reserve has  determined  that the actions of Contract
Owners engaging in significant transfer activity among Sub-accounts may cause an
adverse  effect  on  the  performance  of  the  underlying   Portfolio  for  the
Sub-account involved. The movement of Sub-account values from one Sub-account to
another may prevent an underlying  Portfolio from taking advantage of investment
opportunities  because  it must  maintain a liquid  position  in order to handle
withdrawals.  Such  movement  may  also  cause a  substantial  increase  in fund
transaction costs which must be indirectly borne by the Contract Owner.

   
     Transfers must be made by written  authorization from the Contract Owner or
from the person  acting for the Contract  Owner as an  attorney-in-fact  under a
power-of-attorney  if  permitted  by state law. By  authorizing  Great  American
Reserve to accept telephone  transfer  instructions,  a Contract Owner agrees to
accept  and be bound  by the  conditions  and  procedures  established  by Great
American Reserve from time to time. We have instituted  reasonable procedures to
confirm  that any  instructions  communicated  by  telephone  are  genuine.  All
telephone  calls will be recorded,  and the caller will be asked to produce your
personalized  data prior to our initiating  any transfer  requests by telephone.
Additionally,   as  with  other   transactions,   you  will  receive  a  written
confirmation of your transfer.  If reasonable  procedures are employed,  neither
Great American Reserve nor Conseco Equity Sales,  Inc.  ("Conseco Equity Sales")
will be liable for following telephone instructions which it reasonably believes
to be genuine.  Written transfer requests may be made by a person acting for the
Contract Owner as an attorney-in-fact under a power-of-attorney.
    

     Transfer  requests  received by Great American  Reserve before the close of
trading on the New York Stock Exchange  (currently 4:00 p.m.  Eastern time) will
be initiated at the close of business that day. Any request  received later will
be initiated at the close of the next business day.

     DOLLAR COST  AVERAGING.  Great American  Reserve  administers a Dollar Cost
Averaging  ("DCA")  program which enables a Contract Owner to transfer the value
from the Fixed Account or Money Market  Sub-account to another investment option
on a predetermined and systematic  basis. The DCA program is generally  suitable
for Contract Owners making a substantial  deposit to the Contract and who desire
to control the risk of investing at the top of a market  cycle.  The DCA program
allows such investments to be made in equal  installments over time in an effort
to reduce such risk.

     REBALANCING.  Rebalancing  is a program,  which if  elected,  provides  for
periodic pre-authorized automatic transfers during the Accumulation Period among
the Sub-Accounts  pursuant to written instructions from the Contract Owner. Such
transfers  are made to maintain a  particular  percentage  allocation  among the
Portfolios as selected by the Contract Owner.  Amounts in the Fixed Account will
not be transferred  pursuant to the Rebalancing Program. The Contract Value must
be at least $5,000 to have transfers made pursuant to the Program.  Any transfer
made  pursuant to the Program must be in whole  percentages  in one (1%) percent
allocation increments.  The maximum number of Sub-Accounts which can be used for
rebalancing is fifteen (15). A Contract Owner may select quarterly,  semi-annual
or annual  Rebalancing,  on the date requested by the Contract Owner.  Transfers
made  pursuant  to the  Rebalancing  Program  are  not  taken  into  account  in
determining any Transfer Fee. There is no fee for  participating in the Program.
The Company  reserves the right to terminate,  modify or suspend the Rebalancing
Program at any time.

     SWEEPS. Sweeps are the transfer of the earnings from the Fixed Account into
another investment option on a periodic and systematic basis.

                                                                              22
<PAGE>
                                                                
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     WITHDRAWALS.  Prior to the earlier of the Maturity Date or the death of the
Annuitant,  the  Contract  Owner may  withdraw  all or a portion of the Contract
Value upon written  request  complete  with all necessary  information  to Great
American  Reserve's  Administrative  Office.  For certain  qualified  contracts,
exercise of the  withdrawal  right may be restricted and may require the consent
of  the  participant's  spouse  as  required  under  the  Code  and  regulations
thereunder.  In the case of a total withdrawal,  Great American Reserve will pay
the  Contract   Value  as  of  the  date  of  receipt  of  the  request  at  its
Administrative  Office,  less the annual $30 administration fee, any outstanding
loans and any applicable  withdrawal  charge, and the Contract will be canceled.
In the case of a partial withdrawal,  Great American Reserve will pay the amount
requested  and  cancel  that  number  of  Accumulation  Units  credited  to each
investment  option of the  Individual  Account  necessary  to equal  the  amount
withdrawn  from  each  investment  option  of the  Individual  Account  plus any
applicable  withdrawal  charge  deducted  from  such  investment  option  of the
Individual Account. For withdrawals that can be made free of withdrawal charges,
see "Contract Charges".

     When making a partial  withdrawal,  the Contract  Owner should  specify the
investment options from which the withdrawal is to be made. The amount requested
from an  investment  option may not exceed the value of that  investment  option
less any applicable  withdrawal  charge.  If the Contract Owner does not specify
the investment options from which a partial withdrawal is to be taken, a partial
withdrawal  will be taken from the Fixed Account  until  exhausted and then from
the Variable Account investment  options. If the partial withdrawal is less than
the total value in the Variable Account investment options,  the withdrawal will
be taken pro rata from the Variable Account investment options: taking from each
such  Variable  Account  investment  option  an  amount  which  bears  the  same
relationship to the total amount withdrawn as the value of such Variable Account
investment  option bears to the total value of the Contract owner's  investments
in the Variable Account investment options.

     Only one partial withdrawal is permitted per any six-month period; however,
the amount  withdrawn  must be at least $250 or, if less,  the entire balance in
the investment  option. If a partial  withdrawal plus any applicable  withdrawal
charge would reduce the Contract Value to less than $500, Great American Reserve
reserves the right to treat the partial  withdrawal as a total withdrawal of the
Contract Value.

     The amount of any withdrawal from the Variable Account  investment  options
will be paid  promptly,  and in any event  within  seven  days of receipt of the
request,  except that Great  American  Reserve  reserves  the right to defer the
right of withdrawal or postpone  payments for any periods when: (1) the New York
Stock  Exchange is closed (other than customary  weekend and holiday  closings);
(2) trading on the New York Stock  Exchange  is  restricted;  (3) any  emergency
exists as a result of which disposal of securities held in the Variable  Account
is not reasonably practicable or it is not reasonably practical to determine the
value of the Variable account's net assets; or (4) the SEC, by order, so permits
for the  protection  of security  holders,  provided that  applicable  rules and
regulations  of the SEC shall govern as to whether the  conditions  described in
(2) and (3) exist.

     Withdrawals  from  the  Contract  may  be  subject  to a  penalty  tax  and
withdrawals  are permitted  from  Contracts  issued in  connection  with certain
qualified plans only under limited circumstances (see "Federal Tax Matters").

     SYSTEMATIC WITHDRAWAL PLAN. Great American Reserve administers a Systematic
Withdrawal Plan (SWP) which enables a Contract Owner to pre-authorize a periodic
exercise of the contractual  withdrawal rights described above.  Contract Owners
entering into an SWP agreement  instruct  Great  American  Reserve to withdraw a
level dollar amount from specified  investment  options on a periodic basis. The
total of SWP  withdrawals  in a  Contract  Year is  limited  to free  withdrawal
amounts to ensure that no withdrawal charge will ever apply to an SWP withdrawal
(see "Withdrawal  Charge").  If an additional withdrawal is made from a Contract
participating in SWP, the SWP will terminate automatically and may be reinstated
only on or  after a  written  request  to  Great  American  Reserve.  SWP is not
available to Contracts participating in the dollar cost averaging program or for
which  Purchase  Payments are  automatically  deducted  from a bank account on a
periodic  basis.  SWP is only  available  for  withdrawals  free  of  withdrawal
charges.  SWP withdrawals may, however, be subject to the 10 percent federal tax
penalty on early  withdrawals  and to income tax (see  "Federal  Tax  Matters").
Contract  Owners  interested in SWP may elect to  participate in this program by
written request to Great American Reserves Administrative Office.

     CHECK  WRITING.  A Contract Owner over age 59 1/2 and invested in the Money
Market Sub-account may authorize Great American Reserve to withdraw amounts from
the Money Market Sub-account by check by completing the required forms requested
from Great American Reserve.  Once the forms are properly completed,  signed and
returned  to Great  American  Reserve,  a supply of  checks  will be sent to the
Contract  Owner.  These checks may be payable by the Contract Owner to the order
of any  person in any  amount  of $250 or more.  When a check is  presented  for
payment, full and fractional  Accumulation Units required to cover the amount of
the check and any  applicable  contract  charges are withdrawn from the Contract
Owners  Individual  Account  by Great  American  Reserve  at the next  valuation
period.  Checks will not be honored for  withdrawal of  Accumulation  Units held
less than 15 calendar 

                                                                              23
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

days,  unless such  Accumulation  Units have been paid for by bank wire.  If the
amount of the check is greater than the proceeds of the Money Market Sub-account
held in the Individual Account, the check is returned and the Contract Owner may
be subject to additional charges.  The check writing privilege may be terminated
or  suspended  at any time by Great  American  Reserve.  There is an  additional
charge for this service to the Contract Owner by Great American Reserve. A "stop
payment" system is not available on these checks.

     LOANS. Your Contract may contain a loan provision issued in connection with
certain  qualified  plans.  Owners of such  Contracts may obtain loans using the
Contract 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.  Loan provisions are described in detail in the
contract.

     The amount of any loan will be deducted from the minimum death benefit (see
"Death Benefit Before the Maturity Date"). In addition,  a loan,  whether or not
repaid,  will  have  a  permanent  effect  on the  Contract  Value  because  the
investment  results of the investment  options will apply only to the unborrowed
portion of the Contract Value.  The longer the loan 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 loan is  outstanding,  the  Contract  Value will not
increase as rapidly as it would have if no loan were outstanding.  If investment
results  are below that rate,  the  Contract  Value will be higher than it would
have been if no loan had been outstanding.

CONTRACT CHARGES

     WITHDRAWAL  CHARGE.  There is no deduction for sales expenses from Purchase
Payments  when made.  However,  Great  American  Reserve may assess a withdrawal
charge  against the Purchase  Payments  when they are withdrawn to determine the
amount to be paid.

If a withdrawal is made from the Contract before the Maturity Date, a withdrawal
charge (a deferred sales load) may be assessed  against  Purchase  Payments that
have been in the Contract less than six complete contract years.  There is never
a charge with respect to free  withdrawal  amounts  described  below or Purchase
Payments that have been in the Contract more than six complete  contract  years.
The length of time from receipt of a Purchase  Payment to the time of withdrawal
determines the withdrawal  charge.  For this purpose,  Purchase Payments will be
deemed to be withdrawn in the order in which they are received and will be first
from  Purchase  Payments and then from other  contract  values.  The charge is a
percentage  of the Purchase  Payment (not to exceed 8.5 percent of the aggregate
amount of the Purchase Payments made) and equals:

CHARGE PERCENTAGE             YEARS PER PAYMENT
- -----------------             -----------------

  9%............               1
  9%............               2
  8%............               3
  7%............               4
  5%............               5
  3%............               6
  0%............           7 and thereafter

     In addition, the following circumstances further limit or reduce withdrawal
charges:  For issue ages up to 52, there is no withdrawal  charge made after the
15th  Contract  Year and later;  for issue ages 53 to 56, there is no withdrawal
charge made after you attain age 67 and later;  for issue ages 57 and later, any
otherwise  applicable  withdrawal  charge will be multiplied by a factor ranging
from .9 to 0 for Contract Years one through 10 and later, respectively.

   
     A Contract Owner may make a free withdrawal from the investment  options of
the  Individual  Account  in an amount up to the  greater  of: 10 percent of the
Contract  Value  (as  determined  on  the  date  of  receipt  of  the  requested
withdrawal),  or the Contract Value divided by the owner's life expectancy based
on the  Code,  or the  amount  of any  Purchase  Payments  that have been in the
Contract more than six complete  contract  years without the  application of the
withdrawal  charge  described  above.  Additional  withdrawals in excess of such
amount in any  Contract  Year  during the period  when  withdrawal  charges  are
applicable  will be subject to the appropriate  charge as set forth above.  From
time to time, Great American Reserve may permit Contract Owners to pre-authorize
partial  withdrawals  subject to certain limitations then in effect. On or after
the  Maturity  Date,  withdrawal  charges may be made under the Fourth and Fifth
Annuity  Options  (see  "Annuity  Options").  No  withdrawal  charges  otherwise
applicable will be assessed in the event of death of the Annuitant, death of the
Contract  Owner or if payments  are made under an annuity  option  provided  for
under the Contract that begins at least four years after the  effective  date of
the  Contract  and is paid under any life  annuity  option,  or any option  with
payments for a minimum period of five years.
    

     In the case of a withdrawal of the entire  amount of an Individual  Account
with a  certain  dollar  amount,  the  withdrawal  charge is  deducted  from the
Purchase Payment amount withdrawn and the balance is paid to you.  Example:  You
request a total withdrawal of $2,000 and the applicable  withdrawal  charge is 5
percent.  Your Individual Account will be reduced by $2,000 and you will receive
$1,880  (i.e.,  the $2,000  total  withdrawal  reduced  by the 10  percent  free
withdrawal less the 5 

                                                                              24
<PAGE>

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

percent withdrawal charge and $30 Administrative  Fee). In the case of a partial
withdrawal of an Individual  Account in which you request to receive a specified
amount,  the withdrawal  charge will be calculated on the total amount that must
be  withdrawn  from your  Individual  Account in order to  provide  you with the
amount requested.  Example: You request to receive $1,000 with a free withdrawal
amount  of  $200  and  the  applicable  withdrawal  charge  is 5  percent.  Your
Individual  Account will be reduced by $1,042.11.  In order to make a withdrawal
of $1,000, the amount withdrawn must be greater than the amount requested by the
amount of the withdrawal  charge. The amount withdrawn is calculated by dividing
(a) the amount requested ($1,000 less the free withdrawal amount of $200) by (b)
1.00, minus the applicable  deduction rate of 5 percent (or .95), which produces
$1,042.11  ( $842.11  plus the $200 free  withdrawal  amount).  The value of the
Individual Account will be reduced by this amount.

     ADMINISTRATIVE   CHARGES.   Prior  to  the   Maturity   Date,   an   annual
administrative  fee of $30 is deducted  on each  Contract  anniversary  from the
Individual   Account  value.  Great  American  Reserve  will  waive  the  annual
administrative  fee if the  owner's  Individual  Account  value  is  $25,000  or
greater.  This  administrative  fee has been set at a level that will recover no
more than the actual costs associated with  administering  the Contracts.  If an
Individual  Account is fully  withdrawn  prior to the Maturity  Date, the annual
administrative  fee will be deducted from proceeds paid. The  administrative fee
deduction is made first from amounts  accumulated in the Fixed Account; if no or
an  insufficient  value  exists in the Fixed  Account,  any balance will then be
deducted from the Sub-accounts of the Variable Account.

     A daily  charge in an  amount  equal to 0.15  percent  of the value of each
Sub-account  of the  Variable  Account on an annual  basis is also  deducted  to
reimburse Great American Reserve for administrative  expenses.  This asset-based
administrative  charge will not be deducted from the Fixed  Account.  The charge
will be  reflected  in the Contract  Value as a  proportionate  reduction in the
value of each Sub-account of the Variable Account.

     Great American Reserve does not expect to recover from such fees any amount
in excess of its accumulated administrative expenses. Even though administrative
expenses  may  increase,  Great  American  Reserve  guarantees  that it will not
increase the amount of the administrative fees.

     MORTALITY AND EXPENSE RISK CHARGE. Great American Reserve assumes two risks
under the  Contract:  an  annuity  mortality  risk and an  expense  risk.  Great
American  Reserve makes daily deductions from the variable portion of a Contract
at an effective  annual rate equal to 1.25 percent of the value of the assets of
the  Variable  Account  for the  mortality  and expense  risks  assumed by Great
American  Reserve  consisting  of .75  percent  for the  mortality  risk and .50
percent  for the expense  risk.  The annuity  mortality  risk is Great  American
Reserve's promise to continue making annuity payments,  determined in accordance
with  the  annuity  tables  and  other  provisions  contained  in the  Contract,
regardless  of how long  the  Annuitant  lives  and  regardless  of how long all
Annuitants as a group live.  This promise  assures that neither the longevity of
an Annuitant  nor an  improvement  in life  expectancy  generally  will have any
adverse effect on the monthly  annuity  payments,  and that  Annuitants will not
outlive the amounts which have been  accumulated  to provide such  payment.  The
promise is based on Great American reserve's actuarial determination of expected
mortality rates among Annuitants.  If, in the future, longevity of Annuitants as
a group is longer  than  Great  American  Reserve  anticipated,  Great  American
Reserve must provide amounts from its assets which are not assets of its various
segregated asset accounts to fulfill its contract  obligation.  In that event, a
loss  may  fall on  Great  American  Reserve.  Conversely,  if  longevity  among
Annuitants  is shorter  than  anticipated,  a gain may result to Great  American
Reserve.

     Great American  Reserve also assumes the risk that the  withdrawal  charges
and the  administrative  fees may be  insufficient  to cover  actual  sales  and
administrative  expenses.  If so,  the  shortfall  will be  made  up from  Great
American  Reserve's  general  assets,  which  may  include  profits  from  other
Sub-account deductions.  Conversely,  if the sales deductions and administrative
fees exceed the actual sales and administrative  expenses,  a gain may result to
Great  American  Reserve.  The mortality and expense risk charge is not assessed
against the Fixed Account.

     REDUCTION OR ELIMINATION OF CONTRACT CHARGES. In some cases, Great American
Reserve may expect to incur lower sales and  administrative  expenses or perform
fewer services due to the size of the Contract, the average contribution and the
use of group enrollment procedures.  Then, Great American Reserve may be able to
reduce or eliminate the contract charges for administrative expense and deferred
sales load charges.

     PREMIUM TAXES.  Any premium tax due may be deducted from Purchase  Payments
or from other values on the Maturity Date or at such other time as determined by
Great American  Reserve.  The current range of premium taxes in jurisdictions in
which the Contracts are made available is from 0 percent to 3.5 percent.

     OTHER CHARGES.  Currently,  no charge is made against the Variable  Account
for Great American reserve's federal income taxes, or provisions for such taxes,
that may be attributable  to the Variable  Account.  Great American  Reserve may
charge each  Sub-account  of the Variable  Account for its portion of any income
tax charged to the Sub-account or its assets. Under 

                                                                              25
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

present  laws,  Great  American  Reserve  may incur  state  and local  taxes (in
addition to premium taxes) in several  states.  At present,  these taxes are not
significant.  If they increase,  however,  Great American  Reserve may decide to
make charges for such taxes or  provisions  for such taxes  against the Variable
Account. Any such charges against the Variable Account or its Sub-accounts could
have an adverse effect on the investment experience of such Sub-accounts.

   
     DEATH BENEFIT  BEFORE  MATURITY  DATE.  If the Annuitant  dies prior to the
Maturity  Date, or the Owner if different  than the  Annuitant,  Great  American
Reserve will pay the minimum death benefit to the beneficiary. The minimum death
benefit  will be paid  either  as a lump  sum or in  accordance  with any of the
annuity options available under the Contract. Generally, the distribution of the
minimum death benefit must be made within five years after the Owner's death. If
the beneficiary is an individual,  in lieu of distribution  within five years of
the Owner's death, distribution may generally be made as an annuity which begins
within  one  year of the  Owner's  death  and is  payable  over  the life of the
beneficiary  or over a  period  not in  excess  of the  life  expectancy  of the
beneficiary. If the Owner's spouse is the beneficiary,  that spouse may elect to
continue the Contract as the new Owner in lieu of receiving the distribution. In
such a case, the  distribution  rules applicable when a Contract Owner dies will
apply when that spouse, as the Owner, dies. In the case of a qualified contract,
except for IRAs and the  five-percent  owners of an employer,  the date on which
distributions  are  required to begin must be no later than April 1 of the first
calendar  year  following  the  later  of (a) the  calendar  year in  which  the
Annuitant  attains age 70 1/2 or (b) the  calendar  year in which the  Annuitant
retires. Distributions from IRAs and for five-percent owners must begin no later
than April 1 of the calendar  year  following the calendar year in which the IRA
holder or  five-percent  owner  attains  age 70 1/2.  In the case of a  Contract
involving  more than one Contract  Owner,  the death of any Contract Owner shall
cause this section to apply.

  The minimum death benefit  during the first seven contract years will be equal
to the  greater  of:  (a) the  Contract  Value on the date due proof of death is
received at Great American  reserve's  Administrative  Office, or (b) the sum of
all Purchase Payments made, less any partial withdrawals.  During any subsequent
seven-contract-year  period,  the minimum  death benefit will be the greater of:
(a) the  Contract  Value  on the date due  proof of death is  received  at Great
American Reserve's  Administrative Office; or (b) the Contract Value on the last
day of the previous  seven-contract-year  period plus any purchase payments made
and less any  subsequent  partial  withdrawals;  or (c) the sum of all  premiums
paid,  less any  partial  withdrawals.  If the  Annuitant  or Owner  dies  after
attaining  the age of 80, the death  benefit will be the  Contract  Value on the
date due proof of death is received at Great American  Reserve's  Administrative
Office. The minimum death benefit will be reduced by any outstanding loans.
    

  Death  benefits  generally  will be paid  within  seven days of receipt of due
proof of death at Great American  reserve's  Administrative  Office,  subject to
postponement  under the same  circumstances  that payment or withdrawals  may be
postponed (see "Withdrawals").

  OPTIONS UPON  TERMINATION OF  PARTICIPATION  IN THE PLAN (FOR GROUP  CONTRACTS
ONLY). Upon termination of participation in the Plan prior to the Maturity Date,
a Contract Owner will have the following options:

   
(a)  leave  the  Individual  Account  in  force  under  the  Contract,  and  the
     Sub-account  will continue to participate in the investment  results of the
     selected  investment  option.  On the Maturity Date, the  Participant  will
     begin to receive annuity payments.  During the interim,  any of the options
     described  below may be elected by the  Contract  Owner.  This  option will
     automatically  apply,  unless  written  election of another option is filed
     with Great American Reserve.

(b)  apply  the  Individual  Account  to  provide  annuity  payments  commencing
     immediately.

(c)  convert the Individual  Account to an individual  variable annuity contract
     of the type then being issued by Great American Reserve.

(d)  terminate the  Individual  Account and receive its Contract  Value less any
     applicable charges and outstanding loans.
    

     RESTRICTIONS UNDER OPTIONAL RETIREMENT  PROGRAMS.  Participants in Optional
Retirement  Programs can  withdraw  their  interest in a Contract  only upon (1)
termination  of employment  in all public  institutions  of higher  education as
defined  by  applicable  law,  (2)  retirement,  or (3)  death.  Accordingly,  a
Participant  may be required to obtain a  certificate  of  termination  from his
employer before he can withdraw his interest.

     RESTRICTIONS  UNDER  SECTION  403(B)  PLANS.  Section  403(b)  of the  Code
provides that  distributions  (including  withdrawals)  under an annuity  policy
attributable  to  contributions  made pursuant to a salary  reduction  agreement
shall not begin prior to the time the employee:

   
(a)  attains  age 59 1/2,  separates  from the  service of his or her  employer,
     dies, or becomes disabled;

(b)  suffers  a  financial  hardship,  as  defined  in  then  current  Code  and
     regulations; or

(c)  enters into a divorce settlement pursuant to a qualified domestic relations
     order.
    
                                                                              26

<PAGE>

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Such Section only applies to distributions attributable to amounts accrued under
any such policy after December 31, 1988.

Such Section further  provides that, in the event of a financial  hardship,  any
distribution made from any such policy shall consist only of contributions  made
pursuant  to a salary  reduction  agreement  and shall not  include  any  income
attributable to such contributions.

B. SETTLEMENT PROVISIONS

     OPTIONAL  ANNUITY PERIOD  ELECTIONS.  The Contract Owner selects a Maturity
Date and an  Annuity  option  which may be on a fixed or  variable  basis,  or a
combination  of both.  The Contract Owner may select a Maturity Date at any time
subject to  applicable  state  requirements.  The Maturity  Date and the annuity
options are normally  established by the terms of the Contract.  If the Contract
Owner does not elect  otherwise,  (a) the  manner of payment  will be a lifetime
annuity  with 120  monthly  payments  certain;  and (b) the value of the Owner's
Individual Account will be applied as follows:  (1) any value accumulated in the
Fixed Account will be applied to provide a fixed  annuity;  and (2) any value in
the  Sub-account(s)  of the  Variable  Account will be applied,  separately,  to
provide variable annuity payments.

     By giving written  notice to Great American  Reserve at least 30 days prior
to the Maturity  Date,  the  Contract  Owner may elect to change (a) the annuity
option to any of the  optional  annuity  forms  described  below or agreed to by
Great  American  Reserve,  and (b) the manner in which the value of the  owner's
Individual Account is to be applied to provide annuity payments (for example, an
election that a portion or all of the amounts accumulated on a variable basis be
applied to provide fixed annuity payments or vice versa).  Once annuity payments
commence, no changes may be elected by the Contract Owner (except transfers: see
"Transfers After Maturity Date").

     No  election  may be made  that  would  result in a first  monthly  annuity
payment  of less than $50 if  payments  are to be on a fully  fixed or  variable
basis,  or less than $50 on each basis if a  combination  of variable  and fixed
annuity payments is elected. If at any time payments are or become less than $50
per monthly  payment,  Great American  Reserve  reserves the right to change the
frequency of payment to such  interval as will result in annuity  payments of at
least $50 each,  except that  payments  shall not be made less  frequently  than
annually.

     Prior  to  the  selected  Maturity  Date,  an  Individual  Account  may  be
terminated by the Contract  Owner and the value thereof  received in a lump sum.
Once annuity  payments  have  commenced,  neither the Annuitant nor the Contract
Owner can  terminate  the annuity  benefit and receive a lump-sum  settlement in
lieu thereof.

     See  "Federal Tax  Matters"  for  information  on the federal tax status of
annuity payments or other settlements in lieu thereof.

ANNUITY OPTIONS

     FIRST OPTION - LIFE ANNUITY. An Annuity payable monthly during the lifetime
of the  Annuitant  and ceasing  with the last  monthly  payment due prior to the
death of the Annuitant. Of the first two options, this option offers the maximum
level  of  monthly  payments  since  there  is no  minimum  number  of  payments
guaranteed (nor a provision for a death benefit  payable to a  beneficiary).  It
would be possible  under this option to receive only one annuity  payment if the
Annuitant died prior to the due date of the second annuity payment.

     SECOND  OPTION  - LIFE  ANNUITY  WITH  120,  180 OR  240  MONTHLY  PAYMENTS
GUARANTEED. An Annuity payable monthly during the lifetime of the Annuitant with
the guarantee  that if, at the death of the  Annuitant,  payments have been made
for less than 120,  180 or 240 months,  as  elected,  annuity  payments  will be
continued  during the remainder of such period to the beneficiary  designated by
the Contract  Owner.  If no beneficiary is  designated,  Great American  Reserve
will,  in  accordance  with the  Contract  provisions,  pay in a lump sum to the
annuitant's  estate the present value, as of the date of death, of the number of
guaranteed annuity payments remaining after that date,  computed on the basis of
the assumed net investment rate used in determining  the first monthly  payment.
See  "Determination  of Amount of the First Monthly  Variable  Annuity  Payment"
below.

     Because it provides a specified  minimum number of annuity  payments,  this
option results in somewhat lower payments per month than the First Option.

     THIRD OPTION - INSTALLMENT  REFUND LIFE ANNUITY.  Payments are made for the
installment  refund  period,  which  is the  time  required  for  the sum of the
payments to equal the amount applied, and thereafter for the life of the payee.

     FOURTH  OPTION - PAYMENTS  FOR A FIXED  PERIOD.  Payments  are made for the
number of years  selected,  which may be from three  through 20. If elected on a
variable basis,  payments under this option will vary monthly in accordance with
the  net  investment  rate  of the  Sub-accounts  of the  Variable  Account,  as
applicable.  Should the  Annuitant  die before the  specified  number of monthly
payments  is made,  the  remaining  payments  will be  commuted  and paid to the
designated beneficiary in a lump sum payment.

                                                                              27
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                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

     FIFTH OPTION - PAYMENTS OF A FIXED AMOUNT.  Payments of a designated dollar
amount on a monthly, quarterly,  semi-annual, or annual basis are made until the
Individual  Account  value applied  under this option,  adjusted each  Valuation
Period to reflect investment experience,  is exhausted within a minimum of three
years and a maximum of 20 years.  Should the  Annuitant  die before the value is
exhausted, the remaining value will be commuted and paid to the beneficiary in a
lump sum payment.  In lieu of a lump sum payment,  the  beneficiary may elect an
annuity  option  for  distribution  of any  amount on deposit at the date of the
annuitant's  death which shall  result in a rate of payment at least as rapid as
the rate of payment during the life of the Annuitant.

     To the  extent  that the  Fourth or Fifth  Option is  elected on a variable
basis,  at any time during the payment  period the Contract Owner may elect that
the  remaining  value be applied to effect a lifetime  annuity  under one of the
first two options  described above,  provided that the distribution will be made
at least as rapidly during the life of the  Annuitant.  Since the Contract Owner
may elect a lifetime  annuity at any time,  the annuity  rate and expense  risks
continue during the payment period. Accordingly, deductions for these risks will
continue to be made from the Individual Account values.

     PROCEEDS  APPLIED TO AN ANNUITY  OPTION.  All or part of the Contract Value
may be applied to an annuity  option.  The proceeds  that will be applied to the
annuity option will be as follows:

(a)  the  Contract  Value less any  outstanding  loans,  if the  annuity  option
     elected  begins  at least  four  years  after  the  effective  date of your
     contract  and is paid under any life  annuity  option,  or any option  with
     payments  for a  minimum  period  of five  years,  with no  rights of early
     withdrawal; or

(b)  the death benefit if proceeds  are payable under death of Annuitant; or

(c)  the Contract Value less any  outstanding loans,  withdrawal  charge and any
     administrative fee.

     DETERMINATION OF AMOUNT OF THE FIRST MONTHLY  VARIABLE ANNUITY PAYMENT.  On
or after the Maturity  Date when  annuity  payments  commence,  the value of the
Individual Account is determined as the total of the product(s) of (a) the value
of an  Accumulation  Unit for each  investment  option at the end of the  second
Valuation Period  immediately  preceding the Valuation Period in which the first
annuity payment is due and (b) the number of Accumulation  Units credited to the
Individual  Account  with respect to each  investment  option as of the date the
Annuity is to commence.  Premium tax, if assessed at such time by the applicable
jurisdiction, will be deducted from the Individual Account value. Any portion of
the Individual Account value for which a fixed annuity election has been made is
applied to provide fixed-dollar payments under the option elected.

     The amount of the first monthly variable annuity payment is then calculated
by  multiplying  the  Individual  Account Value less any  outstanding  loans and
applicable charges,  which is to be applied to provide variable payments, by the
amount of first monthly payment in accordance  with annuity tables  contained in
the  Contract.  The  annuity  tables  are based on the 1983  Individual  Annuity
Mortality Table. The amount of the first monthly payment varies according to the
form of annuity selected (see "Annuity Options" above), the age of the Annuitant
(for  certain  options)  and the assumed  net  investment  rate  selected by the
Contract Owner. The standard assumed net investment rate is 3 percent per annum;
however,  an  alternative  5 percent  per  annum,  or such  other  rate as Great
American Reserve may offer, may be selected prior to the Maturity Date.

     The assumed net investment  rates built into the annuity tables affect both
the amount of the first monthly variable annuity payment and the amount by which
subsequent  payments may increase or  decrease.  Selection of a 5 percent  rate,
rather than the standard 3 percent rate,  would produce a higher first  payment,
but subsequent  payments would increase more slowly in periods when Annuity Unit
values are rising and decrease  more rapidly in periods when Annuity Unit values
are  declining.  With either  assumed  rate, if the actual net  investment  rate
during any two or more  successive  months was equal to the  assumed  rate,  the
annuity payments would be level during that period.

     If a greater first monthly  payment would result,  Great  American  Reserve
will compute the first monthly  payment on the same  mortality  basis as used in
determining the first payment under immediate annuity contracts being issued for
a similar class of Annuitants at the date the first monthly payment is due under
the Contract.

     VALUE OF AN ANNUITY UNIT.  On the Maturity  Date, a number of Annuity Units
is  established  for the  Contract  Owner  for each  investment  option on which
variable  annuity payments are to be based. For each Sub-account of the Variable
Account,  the number of Annuity Units  established is calculated by dividing (i)
the amount of the first monthly  variable  annuity payment on that basis by (ii)
the Annuity  Unit value for that basis for the current  Valuation  Period.  That
number of Annuity Units remains  constant and is the basis for  calculating  the
amount of the second and subsequent annuity payments.

                                                                              28
<PAGE>
- --------------------------------------------------------------------------------
     The Annuity Unit value is determined  for each Valuation  Period,  for each
investment  option,  and is equal to the  Annuity  Unit value for the  preceding
Valuation Period  multiplied by the product of (i) the net investment factor for
the  appropriate  Sub-account  (see Net  Investment  Factor  for Each  Valuation
Period)  for  the  second  preceding  Valuation  Period  and  (ii) a  factor  to
neutralize  the  assumed  net  investment  rate  built into the  annuity  tables
(discussed  under the preceding  caption),  for it is replaced by the actual net
investment  rate in step (i).  The daily  factor  for a 3  percent  assumed  net
investment  rate is  .99991902;  for a 5  percent  rate,  the  daily  factor  is
 .99986634.

     AMOUNTS OF SUBSEQUENT  MONTHLY  VARIABLE ANNUITY  PAYMENTS.  The amounts of
subsequent  monthly  variable annuity payments are determined by multiplying (i)
the number of Annuity Units  established  for the  Annuitant for the  applicable
Sub-account by (ii) the Annuity Unit value for the Sub-account. If Annuity Units
are  established  for  more  than  one  Sub-account,  the  calculation  is  made
separately  and the results  combined to determine  the total  monthly  variable
annuity payment.

1.   EXAMPLE  OF  CALCULATION  OF  MONTHLY   VARIABLE  ANNUITY   PAYMENTS.   The
     determination  of  the  amount  of the  variable  annuity  payments  can be
     illustrated by the following hypothetical example. The example assumes that
     the monthly  payments are based on the  investment  experience  of only one
     investment  option. If payments were based on the investment  experience of
     more than one investment  option,  the same procedure  would be followed to
     determine the portion of the monthly payment  attributed to each investment
     option.

   
2.   FIRST  MONTHLY  PAYMENT.  Assume that at the Maturity Date there are 40,000
     Accumulation Units credited under a particular  Individual Account and that
     the value of an Accumulation  Unit for the second Valuation Period prior to
     the  Maturity  Date was  $1.40000000;  this  produces a total value for the
     Individual  Sub-account  of  $56,000.  Assume  also that no premium  tax is
     payable and that the annuity tables in the Contract provide, for the option
     elected,  a first monthly  variable  annuity payment of $5.22 per $1,000 of
     value applied;  the first monthly payment to the Annuitant would thus be 56
     multiplied by $5.22, or $292.32.
    

     Assume that the Annuity  Unit value for the  Valuation  Period in which the
     first  monthly  payment was due was  $1.30000000.  This is divided into the
     amount of the first  monthly  payment  to  establish  the number of Annuity
     Units for the  Participant:  $292.32  $1.30000000  produces 224.862 Annuity
     Units.  The value of this  number  of  Annuity  Units  will be paid in each
     subsequent month.

   
3.   SECOND MONTHLY PAYMENT. The current Annuity Unit value is first calculated.
     Assume a net  investment  factor of  1.01000000  for the  second  Valuation
     Period  preceding  the due  date of the  second  monthly  payment.  This is
     multiplied by .99753980 to neutralize the assumed net investment  rate of 3
     percent per annum built into the number of Annuity Units  determined  above
     (if an assumed  net  investment  rate of 5 percent  had been  elected,  the
     neutralization   factor  would  be   .99594241),   producing  a  result  of
     1.00751520.  This is then  multiplied  by the  Annuity  Unit  value for the
     Valuation  Period  preceding  the due date of the  second  monthly  payment
     (assume this value to be  $1.30000000)  to produce the current Annuity Unit
     value, $1.30976976.
    

          The second  monthly  payment is then  calculated  by  multiplying  the
     constant number of Annuity Units by the current Annuity Unit value: 224.862
     times $1.30976976 produces a payment of $294.52.

     TRANSFERS  AFTER  MATURITY DATE.  Transfers  after the Maturity Date may be
made upon written notice to Great  American  Reserve at least 30 days before the
due date of the first annuity payment for which the change will apply. Transfers
will be made by converting the number of Annuity Units being  transferred to the
number of Annuity  Units of the  Sub-account  to which the transfer is made,  so
that the next  annuity  payment  if it were made at that time  would be the same
amount  that it would  have  been  without  the  transfer.  Thereafter,  annuity
payments  will  reflect  changes in the value of the new  Annuity  Units.  Great
American Reserve reserves the right to limit, upon notice, the maximum number of
transfers a Contract Owner may make to one in any six- month period once annuity
payments  have  commenced.  In  addition,  on or after  the  Maturity  Date,  no
transfers  may be made  from a fixed  annuity  option.  Great  American  Reserve
reserves  the  right to defer the  transfer  privilege  at any time  that  Great
American  Reserve is unable to  purchase  or redeem  shares of the Funds.  Great
American  Reserve also  reserves  the right to modify or terminate  the transfer
privilege at any time in accordance with applicable law.

     DEATH  BENEFIT ON OR AFTER  MATURITY  DATE.  If annuity  payments have been
selected  based on an annuity  option  providing  for  payments for a guaranteed
period,  and the Annuitant  dies on or after the Maturity  Date,  Great American
Reserve will make the remaining  guaranteed  payments to the  beneficiary.  Such
payments  will be made at least as rapidly  as under the method of  distribution
being used as of the date of the annuitant's death. If no beneficiary is living,
Great American Reserve will commute any unpaid  guaranteed  payments to a single
sum (on the basis of the interest rate used in determining the payments) and pay
that single sum to the Annuitant's estate.

                                                                              29


<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

C. OTHER CONTRACT PROVISIONS

     TEN-DAY RIGHT TO REVIEW.  Contracts allow a "10-day free look", wherein the
Contract  Owner  may  revoke  the  contract  by  returning  it to either a Great
American Reserve  representative or to Great American  reserve's  Administrative
Office within 10 days of delivery of the Contract.  Great American Reserve deems
this period as ending 15 days after a Contract is mailed from its Administrative
Office.  If the  Contract is  returned  under the terms of the 10-day free look,
Great American  Reserve will refund to the Contract Owner an amount equal to all
payments received with respect to the Contract.

     OWNERSHIP. The Contract Owner is the person entitled to exercise all rights
under the Contract. Prior to the Maturity Date, the Contract Owner is the person
designated  in the  application  or as  subsequently  named.  On and  after  the
Maturity  Date,  the Annuitant is the Contract  Owner and after the death of the
Annuitant, the beneficiary is the Contract Owner.

     In the case of  non-qualified  Contracts,  ownership of the Contract may be
changed or the Contract collaterally assigned at any time during the lifetime of
the  Annuitant  prior  to  the  Maturity  Date,  subject  to the  rights  of any
irrevocable  beneficiary.  Assigning a Contract,  or changing the ownership of a
Contract, may be treated as a distribution of the Contract Value for federal tax
purposes.  Any change of ownership or  assignment  must be made in writing.  Any
change  must be approved  by Great  American  Reserve.  Any  assignment  and any
change,  if approved,  will be effective as of the date on which written.  Great
American  Reserve  assumes no liability  for any payments  made or actions taken
before a change is approved or assignment is accepted, or responsibility for the
validity of any assignment.

     In the case of qualified Contracts, ownership of the Contract generally may
not be transferred  except by the trustee of an exempt employee's trust which is
part of a retirement  plan qualified  under Section 401 of the Code.  Subject to
the  foregoing,  a qualified  contract may not be sold,  assigned,  transferred,
discounted  or  pledged  as  collateral  for a  loan  or  as  security  for  the
performance of an obligation or for any other purpose.

     MODIFICATION.  Great  American  Reserve  may modify the  Contract  with the
approval of the Contract Owner unless provided otherwise by the Contract.  After
the Contract  has been in force,  it may be modified by Great  American  Reserve
except that the mortality and expense risk charge,  the  withdrawal  charges and
the administrative fees cannot be increased.

     A Group Contract shall be suspended  automatically on the effective date of
any modification initiated by Great American Reserve if the Contract Owner fails
to accept the modification.  Effective with suspension,  no new Participants may
enter  the Plan but  further  Purchase  Payments  may be made on  behalf  of the
Participants then covered by the Contract.

     No modification may affect Annuitants in any manner unless deemed necessary
to  achieve  the  requirements  of  federal  or  state  statutes  or any rule or
regulation of the United States Treasury Department.

     COMPANY  APPROVAL.  Each  application  is  subject to  acceptance  by Great
American  Reserve.  Upon acceptance,  a Contract is issued to the Contract Owner
and the  Purchase  Payment,  as  applicable  to each  investment  option  of the
Individual  Account,  is  credited  to the  owner's  Individual  Account.  If an
application is complete upon receipt,  the Purchase  Payment will be credited to
the owner's  Individual Account within two business days. If it is not complete,
Great  American  Reserve will  request  additional  information  to complete the
processing of the application.  If this is not accomplished within five business
days,  Great American  Reserve will return any Purchase Payment to the applicant
unless otherwise  instructed.  Subsequent  Purchase Payments will be credited to
the owner's  Individual  Account at the price next  computed  after the Purchase
Payment is received by Great American Reserve at its Administrative Office.

FEDERAL TAX MATTERS

A. GENERAL

   
     The  operations  of the Variable  Account form a part of and are taxed with
the operations of Great American  Reserve as a separate  account under the Code.
Accordingly,  the  Variable  Account  is not  separately  taxed  as a  trust  or
corporation and not treated as a "regulated investment company" under Subchapter
M of the Code. Investment income and realized capital gains on the assets of the
Variable  Account  are  reinvested  and taken into  account in  determining  the
Accumulation and Annuity Unit values and are  automatically  applied to increase
reserves under the Contracts.  Under existing  federal income tax law,  separate
account  investment  income  and  capital  gains are not taxed.  Therefore,  the
Variable  Account does not make provisions for any such taxes. If changes in the
federal tax laws or  interpretations  thereof  were to result in Great  American
Reserve  being  taxed on income  or gains  attributable  to any of the  Variable
Account or any  Sub-account  thereof or certain types of  Contracts,  then Great
American  Reserve has reserved the right to impose a charge against the Variable
Account and its 
    

                                                                              30
<PAGE>

- --------------------------------------------------------------------------------
constituent  Sub-accounts  (with  respect to some or all  Contracts) in order to
reimburse itself for payment of such taxes.

B. STATUS OF CONTRACTS

   
     Section 72 of the Code governs  taxation of annuities in general.  However,
Section 817(h) of the Code provides that variable annuity  contracts such as the
Contracts will not be treated as annuities unless the underlying investments are
"adequately  diversified"  in  accordance  with  regulations  prescribed  by the
Secretary of the Treasury.  Under the final regulations  adopted by the Treasury
with respect to these diversification requirements,  there are limitations as to
the percentage of assets in the Sub-account  which may be made up of one or more
investments.  Generally,  a Sub-account will be adequately diversified if (1) no
more than 55  percent  of the value of the total  assets of the  Sub-account  is
represented by any one  investment;  (2) no more than 70 percent of the value of
the total assets of the Sub-account is represented by any two  investments;  (3)
no more than 80 percent of the value of the total assets of the  Sub-account  is
represented  by any three  investments;  and (4) no more than 90  percent of the
value  of the  total  assets  of the  Sub-account  is  represented  by any  four
investments.  For purposes of this test,  all  securities of the same issuer are
counted as one investment.  Great American  Reserve believes that the investment
policies of the Variable  Account and each  Sub-account  are more stringent than
the  diversification  rules and  therefore  that the  Variable  Account and each
Sub-account do and will continue to satisfy the  diversification  requirement of
Section 817(h).

     In addition,  pursuant to Section 72(s) of the Code, a Contract will not be
treated as an annuity  contract  for  purposes of Section 72 unless the Contract
provides  that (1) if the Contract  Owner dies on or after the annuity  starting
date but  prior  to the  time  the  entire  interest  in the  Contract  has been
distributed, the remaining portion of such interest must be distributed at least
as  rapidly  as under the  method of  distribution  in effect at the time of the
Contract  Owner's death; and (2) if the Contract Owner dies prior to the annuity
starting date, the entire interest generally must be (A) distributed within five
years  after the  death of the  Contract  Owner or (B)  distributed  as  annuity
payments over the life of a designated  beneficiary  (or over a period that does
not extend beyond the life expectancy of a designated beneficiary) and that such
distributions begin within one year of the Contract Owner's death. Section 72(s)
also provides, however, that if the Contract Owner's "designated beneficiary" is
the surviving  spouse of the Contract Owner,  the Contract may be continued with
the surviving  spouse as the new Owner.  Comparable  rules  concerning  required
distributions  plus additional  rules also apply to qualified Plans and to IRAs.
Great American Reserve believes that the Contracts  described in this Prospectus
meet these requirements.

     NON-QUALIFIED CONTRACTS.  Non-qualified Contracts are those Contracts which
are held by individual  purchasers  and which are not held as part of the assets
of a qualified pension, profit sharing, annuity purchase or other qualified Plan
as  described  below.  Under  present  law,  so long as the  Contract  meets the
requirements  of the Code for treatment as an annuity,  a Contract  Owner is not
taxed on increases in the value of a Contract  until  distributions  occur.  For
this purpose,  distributions  include not only a partial withdrawal,  a complete
surrender of the Contract or annuity  payments under an annuity option  elected,
but also the  receipt of  proceeds  from loans and the  absolute  assignment  or
pledge of any  portion  of the value of a  Contract.  The  income  portion  of a
distribution  is taxed as ordinary  income.  With  respect to  contributions  to
annuity  contracts  after  February 28, 1986,  Section  72(u)  provides  that an
annuity  contract owned by other than a natural person will generally be treated
as not being an annuity contract and, as a result,  the income from the Contract
will be  currently  taxable  to the owner of the  Contract.  The  general  rule,
however,  is subject to several  exceptions  which apply to all deferred annuity
contracts  that are either (1)  acquired by an estate of a decedent by reason of
the death of the decedent; or (2) held under certain qualified Plans; and to all
immediate  annuities. In Revenue  Ruling  92-95,  the Internal  Revenue  Service
indicated that where an annuity  contract was acquired before February 28, 1986,
the  exchange  of  that  annuity  contract  for  a  new  annuity  contract  in a
non-taxable  exchange under Section 1035 did not cause the new annuity  contract
to be treated as acquired after February 28, 1986.
    

     Generally,  amounts  received in the case of a partial  withdrawal  under a
Contract  are treated as taxable  income to the extent of the excess of the cash
value of the Contract  immediately before the withdrawal over the "investment in
the Contract". Any additional amount withdrawn at that time is not taxable. This
general rule does not apply,  however, in the case of a partial withdrawal under
a Contract  issued  before  August 14,  1982,  where the partial  withdrawal  is
allocable  first to the  "investment in the Contract" made before that date. Any
amounts  received  are  treated as taxable  income  only to the extent that such
amounts  exceed  the  "investment  in the  Contract".  In the case of a complete
surrender of any Contract  (whether issued before or after August 14, 1982), the
amounts  received are treated as taxable  income only to the extent such amounts
exceed  the  "investment  in the  Contract".  With  respect to a  Contract,  the
"investment in the Contract" generally equals the portion of any premium paid by
or on behalf of an individual which was not excluded from the individual's gross
income,  reduced by the amount of prior  distributions that were not included in
the individual's gross income. For purposes of determining the amount of taxable
income  that must be  reported  by a Contract  Owner who has  received a partial
distribution,  all Contracts issued to the Contract Owner during a calendar year
must be treated as one Contract.

                                                                              31
<PAGE>

- --------------------------------------------------------------------------------
   
     If distributions  are made from under a non-qualified  Contract in the form
of annuity payments the Contract Owner's gross income generally does not include
that part of any amount received as an annuity that bears the same ratio to such
amounts as the  "investment in the Contract"  bears to the expected return as of
the  annuity  starting  date.  In this  respect,  (prior to the  recovery of the
investment  in the  Contract),  there is  generally no tax on the amount of each
payment which  represents this return in investment,  however,  the remainder of
each  payment  is taxable  as  ordinary  income.  After the  "investment  in the
Contract" is recovered,  the full amount of any additional  annuity  payments is
taxable,  unless  an  individual's  annuity  starting  date is prior to  January
1,1987,  in which case the  exclusion  ratio  applies for the entire term of the
annuity.
    

     Section 72(q) imposes a penalty tax on partial withdrawals received that is
and  complete  surrenders  equal to 10 percent of the amount  treated as taxable
income. In general,  the penalty tax does not apply to withdrawals or surrenders
(1) that are made on or after age 59 1/2, (2) that are made as a result of death
or disability,  (3) that are received in substantially  equal  installments as a
life annuity,  (4) that are allocable to the "investment in the Contract" before
August 14, 1982, or (5) that are received under an immediate annuity.

     Revenue Ruling 92-95  indicates that  eligibility  for the August 14, 1982,
exception  referred  to in Item (4)  above,  will not be lost if a  pre-existing
contract is  exchanged  for a new  annuity  contract on or after that date in an
exchange which is nontaxable under Section 1035 of the Code.

     Annuity   distributions  are  generally  subject  to  withholding  for  the
recipient's  income tax liability.  The withholding  rates vary according to the
type  of  distribution.   Recipients,   however,   are  generally  provided  the
opportunity to elect not to have tax withheld from distributions.

     QUALIFIED CONTRACTS. Qualified Contracts are those contracts which are held
as part of the assets of qualified pension, profit sharing,  annuity purchase or
other qualified Plan as described below. Generally, increases in the value of an
individual's  account under a Contract  purchased in connection with a qualified
Plan are not taxable until  benefits are received.  The rules  governing the tax
treatment of contributions and  distributions  under such Plans, as set forth in
the Code and  applicable  rulings  and  regulations,  are complex and subject to
change.  These rules also vary  according  to the type of Plan and the terms and
conditions of the Plan itself.  Therefore,  no attempt is made herein to provide
more than general  information about the use of Contracts with the various types
of Plans, based on Great American Reserve's understanding of the current federal
tax laws as interpreted by the Internal Revenue Service. Purchasers of Contracts
for use with such a Plan and Plan  Participants and their  beneficiaries  should
consult legal counsel and other competent  advisers as to the suitability of the
Plan and the  Contract  to  their  specific  needs,  and as to  applicable  Code
limitations and tax consequences. Owners under such Plans, as well as Annuitants
and  beneficiaries,  should also be aware that the rights of any person with any
benefits  under such Plans may be  subject  to the terms and  conditions  of the
Plans  themselves  regardless of the terms and  conditions of the Contract.  The
Code imposes a number of rules for all qualified  Plans,  including  among other
things, nondiscrimination rules, maximum and minimum contributions, distribution
dates,  nonforfeitability of interests,  and penalties for noncompliance.  There
are additional restrictions for so-called "top-heavy plans".  Competent advisers
should be consulted with respect to the impact of the Code on the  qualification
of the Plan and the taxation of the employee participating therein.

Following are brief descriptions of the various types of Plans and of the use of
Contracts in connection therewith.

   
1.   GOVERNMENT AND TAX-EXEMPT ORGANIZATIONS' DEFERRED COMPENSATION Plans. Under
     Code provisions,  employees and independent contractors performing services
     for state and local  governments  and other  tax-exempt  organizations  may
     participate in Deferred  Compensation  Plans.  While  participants  in such
     Plans may be  permitted  to specify the form of  investment  in which their
     Plan  accounts  will  participate,  all such  investments  are owned by the
     sponsoring  employer and are subject to the claims of its  creditors  until
     December 31,  1998,  or such  earlier  date as may be  established  by Plan
     amendment.  However,  amounts  deferred  under a Plan  created  on or after
     August 20, 1996 and amounts  deferred under any 457 Plan after December 31,
     1998 must be held in trust,  custodial  account or annuity contract for the
     exclusive benefit of Plan participants and their beneficiaries. The amounts
     deferred  under a Plan which meets the  requirements  of Section 457 of the
     Code are not taxable as income to the  participant  until paid or otherwise
     made available to the  participant or  beneficiary.  As a general rule, the
     maximum  amount  which  can be  deferred  in any one year is the  lesser of
     $7,500 or 33 1/3  percent  of the  participant's  includable  compensation.
     However, in limited circumstances, up to $15,000 may be deferred in each of
     the last three years before normal retirement age.

2.   PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX-EXEMPT  ORGANIZATIONS.  Payments made
     to  purchase  annuity   contracts  by  public  school  systems  or  certain
     tax-exempt  organizations for their employees are excludable from the gross
     income of the  employee  to the  extent  that  aggregate  payments  for the
     employee do not exceed the "exclusion allowance" provided by Section 403(b)
     of the Code, the limits on salary  deferrals  under Section 402 (g), or the
     overall  limits for  excludable  contributions  of Section 415 of the Code.
     Furthermore,  the investment  results  credited to the  Sub-account are not
     taxable until benefits are received either in the form of annuity  payments
     or in a single sum.
    

                                                                              32
<PAGE>
- --------------------------------------------------------------------------------

     If an employee's Individual Account is surrendered, usually the full amount
received  would be  includable  in income  for that  year and taxed at  ordinary
rates.

   
3.   QUALIFIED EMPLOYEES' PENSION AND PROFIT-SHARING TRUST AND QUALIFIED ANNUITY
     PLANS.  Contributions  made to purchase  Contracts  by an employer  and the
     earnings on such  contributions for Plans that are qualified under Sections
     401(a)  or  403(a) of the Code are not  taxable  as income to the  employee
     until distributed to him or her.  However,  the employee may be required to
     include  these  amounts  in  gross  income  prior  to  distribution  if the
     qualified  Plan loses its  qualification.  Plans  qualified  under  Section
     401(a) or 403(a) of the Code are  subject  to  extensive  rules,  including
     limitations on maximum contributions or benefits.
    

          Distributions of amounts not  attributable to  nondeductible  employee
     contributions   are  generally   taxable  as  ordinary  income  unless  the
     distribution qualifies for "lump-sum" treatment.

          Under  the  Code  special   considerations  apply  to  Plans  covering
     self-employed  individuals.  Such  Plans are  subject to  extensive  rules,
     including  limitations on maximum  contributions or benefits involving "key
     employees" or 5-percent  owners,  as well as to special rules pertaining to
     "top heavy"  Plans.  Purchasers  of the  Contracts for use with these Plans
     should seek  competent  advice as to the  suitability  of certain  types of
     Plans and the funding contracts to be purchased.

   
4.   INDIVIDUAL  RETIREMENT  ANNUITIES.  Under  Section  408  of  the  Code,  an
     individual who receives  compensation for personal  services and who either
     (A) does not  participate  in an  employer-sponsored  pension  plan and, if
     married, whose spouse does not participate in an employer-sponsored pension
     plan or (B) does participate in such a plan, or whose spouse does, but does
     not have adjusted gross income in excess of $40,000 for married individuals
     or $25,000 for a single  taxpayer,  may make deductible  contributions in a
     retirement  program  known  as  an  Individual  Retirement  Annuity  or  an
     Individual  Retirement  Account (each of which is an "IRA"). The individual
     is entitled to an income tax deduction for a  contribution  to an IRA of up
     to the lesser of $2,000 (or $4,000  effective for tax years after  December
     31, 1996 if the IRA is maintained  for both the  individual  and his or her
     non-working   spouse)  or  100  percent  of   compensation.   In  addition,
     distributions  from IRA Plans,  qualified Plans or Section 403(b) annuities
     may,  in whole or in part,  qualify  to be  treated  as a  "rollover"  on a
     tax-deferred  basis  into an IRA  rollover.  Distributions  from  IRAs  are
     subject to certain  restrictions.  All  distributions  will be taxed to the
     individual as ordinary income at the time of distribution. Any distribution
     to the individual  before the individual  attains age 59 1/2 (except in the
     event of death or disability) or the failure to satisfy  certain other Code
     requirements may result in adverse tax consequences to the individual.
    

          Individuals who do participate in an employer-  sponsored pension plan
     or whose spouse participates in an employer-sponsored  pension plan and who
     have  adjusted  gross income in excess of the  above-mentioned  amounts may
     generally  participate in an IRA program;  however,  such contributions may
     not be eligible for an income tax deduction.

   
5.   SIMPLIFIED  EMPLOYEE  PENSION PLANS. An employer may make  contributions on
     behalf of employees to a  simplified  employee  pension Plan as provided by
     Section 408(k) of the Code. The amount of  contributions  and  distribution
     dates are limited by the Code provisions.  All distributions  from the Plan
     will be taxed as ordinary  income.  Any  distribution  before the  employee
     attains  age 59 1/2  (except  in the event of death or  disability)  or the
     failure to satisfy  certain other Code  requirements  may result in adverse
     tax consequences.

6.   SIMPLE  IRAs.  Subject to certain  limitations,  an employer  may adopt the
     Savings  Incentive  Match Plan for Employees  (SIMPLE  Plan).  The simplest
     version of a SIMPLE Plan is the SIMPLE IRA.  Generally,  contributions to a
     SIMPLE IRA are excludable from the employee's income and distributions made
     from a SIMPLE IRA are taxed as  ordinary  income.  The SIMPLE IRA  requires
     either  a  specified   employer   matching   contribution  or  a  qualified
     non-elective  employer  contribution.  Special  rules apply to SIMPLE IRAs,
     including  early  withdrawal  penalty taxes,  that may not apply to IRAs. A
     competent tax advisor should be consulted for additional information before
     an investment is made in a SIMPLE IRA


C. TAXATION OF DISTRIBUTIONS

     The  following  rules  generally  apply  to  distributions  from  Contracts
purchased in connection with the qualified Contracts discussed above, other than
IRA or governmental and tax-exempt organizations' deferred compensation plans.

     The portion,  if any, of any  contribution  under a Contract  made by or on
behalf of an individual  which is not excluded  from the employees  gross income
(generally,  the employees own non-deductible  contributions) constitutes his or
her  investment  in the  Contract.  If a  distribution  is  made  under  certain
qualified  contracts in the form of annuity payments the portion of each payment
that is excluded  from gross income will  generally be equal to the total amount
of any investment in the Contract as of the annuity  starting  date,  divided by
the number of anticipated payments, which are determined by reference to the age
of the Annuitant;  however, the remainder of each payment is taxable as ordinary
income. Generally, after the "investment in the Contract" is recovered, the full
amount of any additional annuity payments is taxable. In certain  circumstances,
tax may be deferred by rolling over the proceeds to an IRA or another  qualified
Plan.  If a  surrender  or  withdrawal  from  the  Contract  is  effected  and a
distribution is made in a single  payment,  the proceeds may qualify for special
"lump sum  distribution"  treatment  under certain  qualified Plans as discussed
below.
    
                                                                              33
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

   
     If an  employee  or  beneficiary  receives  in a single  tax year the total
amounts  payable with respect to that employee from a Plan and all similar plans
and the benefits are paid as a result of the  employee's  death,  disability  or
separation  from  service  or  after  the  employee  attains  age  59  1/2,  the
distribution may be eligible for the special "five-year averaging" for tax years
beginning before December 31, 1999. A "10-year averaging"  procedure may also be
available to  individuals  who attained 50 before  January 1, 1986.  For further
information regarding these rules, a competent tax advisor should be consulted.

     The  taxation  of  benefits   payable  upon  an  employee's  death  to  his
beneficiary  generally  follows these same  principles,  subject to a variety of
special rules.

     IRA 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.  Generally,  amounts are withheld
from  periodic  payments  at the same  rate as wages and at the rate of 10% from
non-periodic  payments.   Recipients,   however,   generally  are  provided  the
opportunity to elect not to have tax withheld from distributions.

     As  of  January  1,  1993,  certain  distributions  from  retirement  plans
qualified  under Section 401 or 403(b) of the Code, that are not directly rolled
over to another  eligible  retirement plan or an IRA, are subject to a mandatory
20% withholding for federal income tax.

     Distributions  to a  Participant  from a  Section  457  plan  retain  their
character  as wages and federal  income  taxes must be  withheld  under the wage
withholding  rules.  Federal  income  tax on payment  to  beneficiaries  will be
withheld  from  annuity  (periodic)  payments  at the rates  applicable  to wage
withholding,  and from  other  distributions  at a flat  10%  rate,  unless  the
beneficiary  elects  not to have  federal  income  tax  withheld.  For  complete
information on withholding, a qualified tax advisor should be consulted.

     There also may be imposed a penalty tax on partial withdrawals and complete
surrenders  equal to 10  percent of the amount  treated  as taxable  income.  In
general, there is no penalty tax on the following withdrawals or surrenders: (1)
a  distribution  that is part  of a  scheduled  series  of  substantially  equal
periodic  payments for the life (or life expectancy) of the participant,  or the
joint lives (or joint life  expectancies) of the participant and beneficiary (2)
made on or after age 59 1/2; (3) a distribution to a terminated employee, age 55
or older,  with the  exception  of  distributions  from an IRA;  (4) a  hardship
distribution used to pay certain medical expenses (5) a distribution made to, or
on behalf of, an  alternate  payee  pursuant to a qualified  domestic  relations
order;  with the exception of distributions  from an IRA; and (6) a distribution
after death or disability of the employee.

D. OTHER CONSIDERATIONS

     The  previous  discussion  is general in nature and is not  intended as tax
advice.  It should be understood  that the foregoing  comments about the federal
tax consequences under these Contracts are not exhaustive and that special rules
exist with respect to other tax situations not discussed  herein.  Further,  the
federal income tax  consequences  discussed  herein reflect current law which is
subject to change at any time.  The foregoing  discussion  also does not address
any applicable state, local or foreign tax laws. Before an investment is made, a
competent tax adviser should be consulted.
    

GENERAL MATTERS

     PERFORMANCE  INFORMATION.  Performance information for the Variable Account
investment  options  may  appear  from time to time in  advertisements  or sales
literature.   Performance   information  reflects  only  the  performance  of  a
hypothetical  investment in the Variable Account  investment  options during the
particular  time  period  on  which  the  calculations  are  based.  Performance
information  may consist of yield,  effective  yield,  and average  annual total
return quotations  reflecting the deduction of all applicable charges for recent
one-year and, when applicable, five- and 10-year periods and, where less than 10
years,  for the period  subsequent  to the date each  Sub-account  first  became
available for investment. Additional total return quotations may be made that do
not reflect a surrender  charge  deduction  (assuming no surrender at the end of
the  illustrated  period).  Performance  information  may be  shown  by means of
schedules,  charts or graphs. See the Statement of Additional  Information for a
description of the methods used to determine yield and total return  information
for the Sub-accounts.

   
     DISTRIBUTION  OF CONTRACTS.  Conseco Equity Sales,  Inc.  ("Conseco  Equity
Sales"),  11815 N. Pennsylvania Street,  Carmel, IN 46032, an affiliate of Great
American Reserve, is the principal underwriter of the Contracts.  Conseco Equity
Sales is a  broker-dealer  registered  under the  Securities and Exchange Act of
1934 and a member of the National Association of Securities Dealers,  Inc. Sales
of the Contracts  will be made by registered  representatives  of Conseco Equity
Sales and  broker-dealers  authorized  to sell the  Contracts.  Such  registered
representatives  will  also  be  licensed  insurance  representatives  of  Great
American  Reserve.  See  the  Statement  of  Additional   Information  for  more
information.
    

                                                                              34
<PAGE>

- --------------------------------------------------------------------------------
     CONTRACT OWNER  INQUIRIES.  All Contract Owner inquiries should be directed
to Great American  reserve's  Administrative  Office address or telephone number
appearing on page 1 of this Prospectus.

   
     LEGAL  PROCEEDINGS.  There are no legal  proceedings  to which the Variable
Account is a party or to which the assets of the  Variable  Account are subject.
Neither  Great  American  Reserve  nor Conseco  Equity  Sales is involved in any
litigation  that is of material  importance in relation to their total assets or
that relates to the Variable Account.
    

     OTHER  INFORMATION.  This Prospectus  contains  information  concerning the
Variable  Account,  Great  American  Reserve,  and the  Contracts,  but does not
contain all of the information set forth in the  Registration  Statement and all
exhibits and schedules relating thereto,  which Great American Reserve has filed
with the Securities and Exchange Commission, Washington, D.C.

     Additional  information  may be  obtained  from Great  American  Reserve by
requesting  from  Great  American  reserve's  Administrative  Office,  11815  N.
Pennsylvania   Street,   Carmel,   Indiana  46032,  a  Statement  of  Additional
Information.  For  convenience,  the  Table  of  Contents  of the  Statement  of
Additional Information is provided below:

TABLE OF CONTENTS OF THE STATEMENT
OF ADDITIONAL INFORMATION

                                         PAGE

   
General Information and History ......... B-2
Independent Accountants.................. B-2
Distribution................. ........... B-2
Calculation of Yield Quotations ......... B-2
Calculation of Total Return Quotations .. B-3
Other Performance Data................... B-5
Financial Statements .................... F-1
    

                                                                              35

<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------


     If you would like a free copy of the  Statement of  Additional  Information
for this Prospectus, please complete this form, detach, and mail to:

           Great American Reserve Insurance Company
           Administrative Office
           11815 N. Pennsylvania Street

           Carmel, Indiana  46032

Gentlemen:

     Please send me a free copy of the Statement of Additional  Information  for
Great American Reserve Variable Annuity Account E at the following address:

   
Name:
     ---------------------------------------------------------------------------
Mailing Address:
                ----------------------------------------------------------------
    

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

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


                                   Sincerely,


                                   ----------------------------------------
                                   (Signature)

                                                                              36

<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

APPENDIX A

CONSECO SERIES TRUST

     Conseco Series Trust is an open-end management investment company organized
as a business  trust  under the laws of the  Commonwealth  of  Massachusetts  on
November 15, 1982. Trust shares are offered only to separate accounts of various
insurance  companies  to fund  benefits of variable  life and  variable  annuity
contracts. Conseco Capital Management serves as the investment adviser.

THE ALGER AMERICAN FUND

     The  Alger  American  Fund is an  open-end  management  investment  company
organized  as  a  business  trust  under  the  laws  of  the   Commonwealth   of
Massachusetts  on April 6, 1988.  Trust  shares  are  offered  only to  separate
accounts of various  insurance  companies to fund  benefits of variable life and
variable annuity contracts. Fred Alger Management, Inc. serves as the investment
adviser.

   
AMERICAN CENTURY VARIABLE PORTFOLIOS, INC.

     American  Century  Variable  Portfolios,  Inc.  is an  open-end  management
investment company organized as a Maryland corporation on June 4, 1987, and is a
part of American Century Investments,  a family of funds that includes nearly 70
no-load  mutual funds covering a variety of investment  opportunities.  The fund
offers its shares only to  insurance  companies to fund the benefits of variable
annuity or variable life insurance contracts.
    

BERGER INSTITUTIONAL PRODUCTS TRUST

     Berger  Institutional  Products Trust is an open-end management  investment
company organized as a business trust under the laws of the State of Delaware on
October 17, 1995. Trust shares are offered only to separate  accounts of various
insurance companies in connection with investment in and payments under variable
annuity contracts and variable life insurance  contracts,  as well as to certain
qualified retirement plans. The investment adviser is Berger Associates, Inc.

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.

     The  Dreyfus  Socially   Responsible  Growth  Fund,  Inc.  is  an  open-end
diversified,  management  investment company. It was incorporated under Maryland
law on July 20, 1992,  and commenced  operations on October 7, 1993. The Dreyfus
Corporation  serves as the Fund's  investment  adviser.  NCM Capital  Management
Group, Inc. serves as the Fund's sub-investment  adviser and provides day-to-day
management of the Fund's portfolio.

DREYFUS STOCK INDEX FUND

     Dreyfus  Stock  Index  Fund  is an  open-end,  non-diversified,  management
investment  company.  It was  incorporated  in the name Dreyfus Life and Annuity
Index  Fund,  Inc.  under  Maryland  law on  January  24,  1989,  and  commenced
operations on September 29, 1989. On May 1, 1994, the Fund began operating under
the name Dreyfus Stock Index Fund. The Dreyfus  Corporation serves as the Fund's
manager and Mellon Equity Associates serves as the Fund's index manager.

FEDERATED INSURANCE SERIES

     Federated  Insurance Series is an open-end  management  investment  company
organized  as  a  business  trust  under  the  laws  of  the   Commonwealth   of
Massachusetts  on September 15, 1993.  Trust shares are offered only to separate
accounts of various  insurance  companies to serve as the  investment  medium of
variable life insurance  policies and variable  annuity  contracts issued by the
insurance companies. Federated Advisers serves as the investment adviser.

JANUS ASPEN SERIES

     Janus Aspen Series is an open-end  management  investment company organized
as a business  trust under the laws of the State of  Delaware  on May 20,  1993.
Trust  shares  are  offered  only to  separate  accounts  of  various  insurance
companies to fund the benefits of variable life and variable annuity  contracts,
and to qualified  retirement plans. The investment  adviser and manager is Janus
Capital Corporation.

                                                                              37

<PAGE>
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NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

     Neuberger & Berman Advisers  Management Trust is a Delaware  business trust
organized  pursuant  to a Trust  Instrument  dated  May 23,  1994.  The Trust is
registered under the Investment  Company Act of 1940 as a diversified,  open-end
management  investment company and consists of seven separate  portfolios.  Each
portfolio  of  the  Trust  invests  all  of  its  net  investable  assets  in  a
corresponding  series of  Neuberger  & Berman  Advisers  Managers  Trust,  whose
investment adviser is Neuberger & Berman Management Incorporated.  Shares of the
Trust are offered to life insurance companies for allocation to certain of their
separate  accounts  established  for the  purpose  of funding  variable  annuity
contracts and variable life insurance policies.

STRONG SPECIAL FUND II

     Strong  Special Fund II is a  diversified  open-end  management  investment
company  established as a corporation  under Wisconsin law on December 28, 1990.
Shares of the Fund are only offered and sold to the separate accounts of certain
insurance  companies  for the purpose of funding  variable  annuity and variable
life  insurance  contracts.  Strong Capital  Management,  Inc. is the investment
adviser for the Fund.

STRONG VARIABLE INSURANCE FUNDS, INC.

     Strong Variable Insurance Funds, Inc., is an open-end management investment
company and was organized as a corporation  under  Wisconsin law on December 28,
1990.  Shares of the Fund are only offered and sold to the separate  accounts of
certain  insurance  companies  for the purpose of funding  variable  annuity and
variable  life  insurance  contracts.  Strong  Capital  Management,  Inc. is the
investment adviser for the Fund.
    

VAN ECK WORLDWIDE INSURANCE TRUST

     Van Eck  Worldwide  Insurance  Trust is an open-end  management  investment
company  organized  as a business  trust under the laws of the  Commonwealth  of
Massachusetts  on January 7, 1987.  Trust  shares are  offered  only to separate
accounts of various  insurance  companies to fund the benefits of variable  life
and variable annuity  contracts.  The investment  adviser and manager is Van Eck
Associates Corporation.

   
     A full  description of the Conseco  Series Trust,  the Alger American Fund,
the  American  Century  Variable  Portfolios,  Inc.,  the  Berger  Institutional
Products Trust, the Dreyfus Socially  Responsible Growth Fund, Inc., the Dreyfus
Stock Index Fund, the Federated  Insurance Series,  the Janus Aspen Series,  the
Neuberger and Berman Advisers  Management  Trust, the Strong Variable  Insurance
Funds,  Inc.  Growth  Fund II,  the  Strong  Special  Fund  II,  and the Van Eck
Worldwide  Insurance Trust,  including the investment  objectives,  policies and
restrictions of each of the eligible Funds, is contained in the  prospectuses of
the Funds which  accompany  this  Prospectus  and should be read  carefully by a
prospective purchaser before investing.
    

                                                                              38
<PAGE>


                                     PART B
<PAGE>

                             Great American Reserve

                                Insurance Company

                           VARIABLE ANNUITY ACCOUNT E
             INDIVIDUAL & GROUP VARIABLE DEFERRED ANNUITY CONTRACTS
                       STATEMENT OF ADDITIONAL INFORMATION

   
                                Dated May 1, 1997
    

             Offered by Great American Reserve Insurance Company
                 11815 N. Pennsylvania St., Carmel, IN 46032

                                (317) 817-3700

   
     This Statement of Additional Information is not a prospectus.  It should be
read in conjunction  with the Prospectus  for Great  American  Reserve  Variable
Annuity Account E ("Variable  Account") -- Individual  Variable Deferred Annuity
Contracts or Group Variable Deferred Annuity  Contracts,  dated May 1, 1997. You
can  obtain  a copy of the  Prospectus  by  contacting  Great  American  Reserve
Insurance Company ("Great American  Reserve") at the address or telephone number
given above.
    

                               TABLE OF CONTENTS                       Page

   
General Information and History.........................................B-2
Independent Accountants.................................................B-2
Distribution............................................................B-2
Calculation of Yield Quotations.........................................B-2
Calculation of Total Return Quotations..................................B-3
Other Performance Data..................................................B-5
Financial Statements....................................................F-1
    

<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------
GENERAL INFORMATION AND HISTORY

     Great American  Reserve is an indirect wholly owned  subsidiary of Conseco,
Inc.  ("Conseco").  The  operations  of Great  American  Reserve  are handled by
Conseco.  Conseco is a publicly owned financial  services holding  company,  the
principal   operations   of  which  are  in  the   development,   marketing  and
administration of specialized annuity and life insurance  products.  Conseco has
its principal offices at 11815 N. Pennsylvania Street, Carmel, Indiana 46032.

     The Variable Account was established by Great American Reserve.

INDEPENDENT ACCOUNTANTS

     The financial statements of Great American Reserve Variable Annuity Account
E and Great  American  Reserve  included in the  Prospectus and the Statement of
Additional   Information  have  been  examined  by  Coopers  &  Lybrand  L.L.P.,
Indianapolis,  Indiana,  independent  accountants,  for the periods indicated in
their  reports as stated in their  opinion and have been so included in reliance
upon such opinion given upon the authority of that firm as experts in accounting
and auditing.

DISTRIBUTION

   
     Great American Reserve continuously offers the Contracts through associated
persons of the principal underwriter for Variable Account, Conseco Equity Sales,
Inc.  ("Conseco  Equity Sales"),  a registered  broker-dealer  and member of the
National Association of Securities Dealers, Inc. Conseco Equity Sales is located
at 11815 N. Pennsylvania Street,  Carmel,  Indiana 46032, and is an affiliate of
Great American  Reserve.  For the years ended December 31, 1996 and December 31,
1995, and from  commencement of operations on July 25, 1994,  until December 31,
1994,  Great  American  Reserve  paid Conseco  Equity  Sales total  underwriting
commissions of $2,195,600,  $684,533 and $20,522. In addition, certain Contracts
may be sold by life  insurance/registered  representatives  of other  registered
broker-dealers.

     Conseco Equity Sales performs the sales functions relating to the Contracts
and Great American Reserve provides all  administrative  services.  To cover the
sales expenses and  administrative  expenses  (including such items as salaries,
rent, postage, telephone,  travel, legal, actuarial, audit, office equipment and
printing),  Great American  Reserve makes sales and  administrative  deductions,
varying by type of Contract. See "Contract Charges" in the Prospectus.
    

CALCULATION OF YIELD QUOTATIONS

     The Money Market  Sub-account's  standard  yield  quotations  may appear in
sales material and advertising as calculated by the standard  method  prescribed
by rules of the Securities and Exchange Commission. Under this method, the yield
quotation  is based on a seven-day  period and  computed  as follows:  The Money
Market Sub-account's daily net investment factor, minus one (1.00) is multiplied
by 365 to produce an annualized  yield.  The annualized  yields of the seven-day
period  are then  averaged  and  carried  to the  nearest  one-hundredth  of one
percent.  This yield reflects  investment results less deductions for investment
advisory fees,  mortality and expense risk fees and the  administrative  charge,
but does not include a deduction of any applicable annual  administrative  fees.
Because of these deductions,  the yield for the Money Market Sub-account will be
lower than the yield for the corresponding Fund of the Conseco Series Trust.

     The Money Market Sub-account's effective yield may appear in sales material
and advertising for the same seven-day  period,  determined on a compound basis.
The effective  yield is calculated by compounding the  unannualized  base period
return by adding one to the base period return, raising the sum to a power equal
to 365 divided by 7, and subtracting one from the result.

     The yield on the Money Market  Sub-account  will  generally  fluctuate on a
daily basis. Therefore, the yield for any given past period is not an indication
or  repre-sentation  of future  yields or rates of return.  The actual  yield is
affected  by changes  in  interest  rates on money  market  securities,  average
Sub-account maturity,  the types and quality of Portfolio securities held by the
corresponding Fund of the Conseco Series Trust and its operating expenses.

                                      B-2
<PAGE>
- --------------------------------------------------------------------------------

   
     The Conseco Series Trust Asset  Allocation,  Common Stock,  Corporate Bond,
and Government Securities Portfolios;  The Alger American Fund Growth, Leveraged
AllCap, MidCap Growth, and Small Capitalization Portfolios; the American Century
Variable Portfolios,  Inc.  International and Value Funds; the Berger IPT - 100,
Berger  IPT -  Growth  and  Income,  Berger  IPT -  Small  Company  Growth,  and
Berger/BIAM IPT - International  Funds; The Dreyfus Socially  Responsible Growth
Fund,  Inc.; the Dreyfus Stock Index Fund; the Federated  Insurance  Series High
Income Bond,  International  Equity,  and Utility Funds;  the Janus Aspen Series
Aggressive  Growth,  Growth,  and Worldwide Growth  Portfolios;  the Neuberger &
Berman Advisers Management Trust Limited Maturity Bond and Partners  Portfolios;
the Strong Special Fund II; the Strong  Variable  Insurance  Funds,  Inc. Growth
Fund  II;  and the Van Eck  Worldwide  Insurance  Trust  Worldwide  Hard  Assets
(formerly,  Gold and Natural Resources),  Worldwide Bond, and Worldwide Emerging
Markets  Funds may advertise  investment  performance figures,  including yield.
Each  Sub-account's  yield will be based upon a stated 30-day period and will be
computed by dividing  the net  investment  income per  accumulation  unit earned
during the period by the maximum  offering  price per  accumulation  unit on the
last day of the period, according to the following formula:
    

  YIELD = 2 ((A - B/CD) + 1)6 - 1

  Where:

   
   A = the dividends and interest earned during the period. 

   B = the expenses accrued for the period (net of reimbursements, if any). 

   C = the average daily number of accumulation units outstanding during
       the period that were entitled to receive dividends.

   D = the maximum offering price per accumulation unit on the last day of the
       period.
    

CALCULATION OF TOTAL RETURN QUOTATIONS

   
     Great American Reserve may include certain total return  quotations for one
or more of the Conseco Series Trust Asset  Allocation,  Common Stock,  Corporate
Bond,  and  Government  Securities  Portfolios;  The Alger American Fund Growth,
Leveraged  AllCap,  MidCap  Growth,  and Small  Capitalization  Portfolios;  the
American Century Variable  Portfolios,  Inc.  International and Value Funds; the
Berger IPT - 100,  Berger IPT - Growth and  Income,  Berger IPT - Small  Company
Growth,  and  Berger/BIAM  IPT  -  International  Funds;  The  Dreyfus  Socially
Responsible  Growth Fund,  Inc.;  the Dreyfus  Stock Index Fund;  the  Federated
Insurance Series High Income Bond,  International Equity, and Utility Funds; the
Janus Aspen Series Aggressive  Growth,  Growth, and Worldwide Growth Portfolios;
the  Neuberger & Berman  Advisers  Management  Trust  Limited  Maturity Bond and
Partners  Portfolios;  the Strong Special Fund II; the Strong Variable Insurance
Funds, Inc. Growth Fund II; and the Van Eck Worldwide  Insurance Trust Worldwide
Hard Assets (formerly,Gold and Natural Resources), Worldwide Bond, and Worldwide
Emerging  Markets Funds in advertising,  sales literature or reports to Contract
Owners or prospective purchasers. Such total return quotations will be expressed
as the average annual rate of total return over one-,  five- and 10-year periods
ended as of the end of the immediately  preceding  calendar quarter,  and as the
dollar amount of annual total return on a year-to-year,  rolling  12-month basis
ended as of the end of the immediately preceding calendar quarter.
    

     Average  annual  total  return  quotations  are  computed  according to the
following formula:

P (1+T)n = ERV

 Where:

   P = beginning  purchase payment of $1,000 

   T = average annual total return 

   n = number of years in period

 ERV = ending redeemable value of a hypothetical $1,000 purchase payment made at
 the  beginning  of the one-,  five- or  10-year  period at the end of the one-,
 five- or 10-year period (or fractional portion thereof).

                                      B-3
<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------

INDIVIDUAL AND GROUP FLEXIBLE PREMIUM PAYMENT VARIABLE ANNUITY
<TABLE>
<CAPTION>

   
                                                                          AVERAGE ANNUAL TOTAL RETURNS
                                                                           1 Year         Since
VARIABLE ACCOUNT SUB-ACCOUNTS (1)                                    1/1/96 - 12/31/96  Inception
======================================================================================================
<S>                                                                            <C>          <C>      

CONSECO SERIES TRUST
   Asset Allocation Portfolio ...........................................      13.78%       19.86%(2)
   Common Stock Portfolio ...............................................      28.64%       30.05%(2)
   Corporate Bond Portfolio .............................................      (6.98)%       4.15%(2)
   Government Securities Portfolio ......................................      (8.96)%       2.82%(2)
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio ............................      (0.75)%      24.48%(3)
   Alger American Growth Portfolio ......................................        N/A        (7.42)%(4)
   Alger American MidCap Growth Portfolio ...............................        N/A       (14.83)%(4)
   Alger American Small Capitalization Portfolio ........................      (7.69)%       8.58%(3)
BERGER IPT
   Berger IPT - 100 Fund ................................................        N/A        (9.29)%(4)
   Berger IPT - Growth and Income Fund ..................................        N/A         0.64%(4)
   Berger IPT - Small Company Growth Fund ...............................        N/A       (15.09)%(4)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC........................       7.47%       16.72%(3)
DREYFUS STOCK INDEX FUND ................................................       8.17%       16.11%(3)
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II ...................................       1.34%        5.83%(3)
   Federated International Equity Fund II ...............................      (3.97)%      (0.23)%(3)
   Federated Utility Fund II ............................................      (1.14)%       7.60%(3)
JANUS ASPEN SERIES
   Aggressive Growth Portfolio ..........................................      (4.39)%      13.75%(3)
   Growth Portfolio .....................................................       5.00%       14.57%(3)
   Worldwide Growth Portfolio ...........................................      14.42%       23.76%(3)
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)       4.69%        8.68%(3)
   Worldwide Bond Fund ..................................................      (9.14)%      (4.05)%(3)
   Worldwide Emerging Markets Fund ......................................        N/A         5.07%(4)
======================================================================================================
</TABLE>
(1)   No information is provided with respect to the  Sub-accounts  investing in
      the American Century Variable  Portfolios,  Inc.  International  and Value
      Funds,  the Berger/BIAM  IPT - International  Fund, the Neuberger & Berman
      Advisers  Management Trust Limited Maturity Bond and Partners  Portfolios,
      the Strong Special Fund II, or the Strong Variable  Insurance Funds,  Inc.
      Growth Fund II,  because these Funds were not available as of December 31,
      1996.
(2)   Since inception (July 25, 1994).
(3)   Since inception (June 1, 1995).
(4)   Since inception (May 1, 1996).
    

                                      B-4
<PAGE>
                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------
OTHER PERFORMANCE DATA

     Great American Reserve may from time to time also illustrate average annual
total  returns in a  non-standard  format,  as appears in the  following  "Gross
Average Annual Total Returns"  table,  in conjunction  with the standard  format
described  above.  The  non-standard  format will be  identical  to the standard
format except that the withdrawal charge percentage will be assumed to be zero.

     All  non-standard  performance data will only be advertised if the standard
performance data for the same period,  as well as for the required  periods,  is
also illustrated.

     Performance  data  for  the  Variable  Account  investment  options  may be
compared in  advertisements,  sales  literature and reports to contract  owners,
with the investment returns on various mutual funds, stocks, bonds, certificates
of deposit,  tax free bonds, or common stock and bond indices,  and other groups
of variable  annuity separate  accounts or other investment  products tracked by
Morningstar,  Inc., a widely used  independent  research firm which ranks mutual
funds  and  other  investment  companies  by  overall  performance,   investment
objectives, and assets, or tracked by other services,  companies,  publications,
or persons who rank such  investment  companies on overall  performance or other
criteria.

     Reports and  promotional  literature  may also contain  other  information,
including  the effect of  tax-deferred  compounding  on an  investment  option's
performance returns, or returns in general,  which may be illustrated by graphs,
charts or otherwise,  and which may include a comparison,  at various  points in
time,  of the return from an investment in a Contract (or returns in general) on
a  tax-deferred  basis  (assuming  one or more tax  rates)  with the return on a
taxable basis.

     Reports and  promotional  literature  may also  contain  the ratings  Great
American Reserve has received from independent rating agencies.  However,  Great
American  Reserve does not guarantee the investment  performance of the Variable
Account investment options.

                                      B-5
<PAGE>

                                                                  Great American
                                                                         Reserve
                                                                  1997 Account E
- --------------------------------------------------------------------------------
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM PAYMENT VARIABLE ANNUITY
<TABLE>
<CAPTION>
   
                                                                    GROSS AVERAGE ANNUAL TOTAL RETURNS
                                                                           1 Year             Since
VARIABLE ACCOUNT SUB-ACCOUNTS (1)                                    1/1/96 - 12/31/96     Inception
======================================================================================================
<S>                                                                            <C>          <C>   

CONSECO SERIES TRUST
   Asset Allocation Portfolio ...........................................     26.50%       24.28%(2)
   Common Stock Portfolio ...............................................     42.96%       34.84%(2)
   Corporate Bond Portfolio .............................................      3.50%        8.01%(2)
   Government Securities Portfolio ......................................      1.31%        6.63%(2)
THE ALGER AMERICAN FUND
   Alger American Leveraged AllCap Portfolio ............................     10.47%       32.11%(3)
   Alger American Growth Portfolio ......................................      N/A          6.55%(4)
   Alger American MidCap Growth Portfolio ...............................      N/A         (1.98)%(4)
   Alger American Small Capitalization Portfolio ........................      2.72%       15.23%(3)
BERGER IPT
   Berger IPT - 100 Fund ................................................      N/A          4.39%(4)
   Berger IPT - Growth and Income Fund ..................................      N/A         15.82%(4)
   Berger IPT - Small Company Growth Fund ...............................      N/A         (2.27)%(4)
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC .......................     19.53%       23.88%(3)
DREYFUS STOCK INDEX FUND ................................................     20.31%       23.23%(3)
FEDERATED INSURANCE SERIES
   Federated High Income Bond Fund II ...................................     12.71%       12.31%(3)
   Federated International Equity Fund II ...............................      6.80%        5.88%(3)
   Federated Utility Fund II ............................................     10.00%       14.19%(3)
JANUS ASPEN SERIES
   Aggressive Growth Portfolio ..........................................      6.44%       20.71%(3)
   Growth Portfolio .....................................................     16.79%       21.59%(3)
   Worldwide Growth Portfolio ...........................................     27.23%       31.35%(3)
VAN ECK WORLDWIDE INSURANCE TRUST
   Worldwide Hard Assets Fund (formerly, Gold and Natural Resources Fund)     16.41%       15.34%(3)
   Worldwide Bond Fund ..................................................      1.09%        1.83%(3)
   Worldwide Emerging Markets Fund ......................................      N/A         20.92%(4)
======================================================================================================
</TABLE>

(1)  No  information is provided with respect to the  Sub-accounts  investing in
     the American  Century Variable  Portfolios,  Inc.  International  and Value
     Funds,  the Berger/BIAM  IPT -  International  Fund, the Neuberger & Berman
     Advisers  Management Trust Limited  Maturity Bond and Partners  Portfolios,
     the Strong Special Fund II, or the Strong Variable  Insurance  Funds,  Inc.
     Growth Fund II because  these Funds were not  available  as of December 31,
     1996.
(2)  Since inception (July 25, 1994).
(3)  Since inception (June 1, 1995).
(4)  Since inception (May 1, 1996).
    

                                       B-6

<PAGE>

FINANCIAL STATEMENTS
   
     Audited  Financial  Statements of Great American  Reserve Annuity Account E
and Great  American  Reserve  Insurance  Company  as of  December  31,  1996 are
included herein.

INDEX TO FINANCIAL STATEMENTS

                                                                            PAGE

GREAT AMERICAN RESERVE VARIABLE ANNUITY
ACCOUNT E

  Report of Independent Accountants ...............................         F-2
  Statement of Assets and Liabilities as of
    December 31, 1996 .............................................         F-3
  Statements of Operations for the Years Ended
    December 31, 1996 and 1995 ....................................         F-5
  Statements of Changes in Net Assets for the
    Years Ended December 31, 1996 and 1995 ........................         F-5
  Notes to Financial Statements ...................................         F-6

GREAT AMERICAN RESERVE INSURANCE COMPANY

  Report of Independent Accountants ...............................         F-9
  Balance Sheet -- Statutory Basis as of
    December 31, 1996 and 1995 ....................................         F-10
  Statement of Operations -- Statutory Basis
    For the Years Ended December 31, 1996
    and 1995 ......................................................         F-12
  Statement of  Shareholder's  Equity  --  
    Statutory  Basis  For the Years  Ended
    December 31, 1996 and 1995 ....................................         F-13
  Statement of Cash Flows -- Statutory Basis
    For the Years Ended December 31, 1996,
    and 1995 ......................................................         F-14
  Notes to Statutory Basis Financial Statements ...................         F-15
    
                                      F-1
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

TO THE BOARD OF DIRECTORS OF GREAT AMERICAN RESERVE INSURANCE COMPANY AND
CONTRACT OWNERS OF GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

     We have audited the  accompanying  statement of assets and  liabilities  of
Great American Reserve Variable Annuity Account E (the "Account") as of December
31, 1996, and the related statements of operations and changes in net assets for
each of the two years in the period then ended.  These financial  statements are
the responsibility of the Account's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of portfolio  shares owned at December 31, 1996 by  correspondence
with custodians. An audit also includes assessing the accounting principles used
and significant estimates made by management,  as well as evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Great  American  Reserve
Variable  Annuity  Account E as of  December  31,  1996,  and the results of its
operations and changes in its net assets for each of the two years in the period
then ended, in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Indianapolis, Indiana
February 21, 1997

                                      F-2

<PAGE>

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

                       STATEMENT OF ASSETS AND LIABILITIES
                                December 31, 1996
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                                            Reported
                                                                                            Shares           COST              Value
                                                                                         ===========================================
<S>                                                                                         <C>         <C>              <C>        
   
Assets:
   Investments in portfolio shares, at net asset value (Note 2):
      The Alger American Fund:
           Alger American Growth Portfolio ...................................              2,228.2     $   75,938       $    76,493
           Alger American Leveraged AllCap Portfolio .........................             66,983.2      1,253,918         1,296,794
           MidCap Portfolio ..................................................              1,977.2         42,182            42,213
           Alger American Small Capitalization Portfolio .....................             59,660.5      2,426,458         2,440,712
        Berger Institutional Products Trust:
           100 Fund ..........................................................              6,895.0         69,671            71,639
           Growth and Income Fund ............................................              5,945.2         64,659            66,230
           Small Company Growth Fund .........................................              4,263.0         44,658            42,374
        Conseco Series Trust:
           Asset Allocation Portfolio ........................................            312,532.4      4,145,115         4,209,385
           Common Stock Portfolio ............................................            320,252.1      6,708,965         6,996,839
           Corporate Bond Portfolio ..........................................            186,680.3      1,856,056         1,861,142
           Government Securities Portfolio ...................................             13,300.8        159,975           158,849
           Money Market Portfolio ............................................          1,254,757.8      1,254,758         1,254,758
        Dreyfus Stock Index Fund .............................................            128,076.3      2,438,791         2,597,387
        The Dreyfus Socially Responsible Growth Fund, Inc. ...................             15,466.6        307,519           310,724
        Federated Insurance Series:
           Federated High Income Bond Fund II ................................             59,732.4        589,035           611,660
           Federated International Equity Fund II ............................              9,154.6         98,715           102,166
           Federated Utility Fund II .........................................             30,856.6        339,890           364,416
        The Janus Aspen Series:
           Aggressive Growth Portfolio .......................................             77,020.9      1,411,595         1,404,861
           Growth Portfolio ..................................................            129,029.6      1,924,726         2,001,249
           Worldwide Growth Portfolio ........................................            172,509.0      3,145,653         3,353,574
        The Van Eck Worldwide Insurance Trust:
           Gold and Natural Resources Fund ...................................             48,926.6        781,504           818,053
           Worldwide Bond Fund ...............................................            166,197.3      1,809,105         1,844,790
           Worldwide Emerging Markets Fund ...................................             12,104.2        147,150           151,182
           Worldwide Hard Assets Fund ........................................            130,278.7      1,540,251         1,929,428
====================================================================================================================================
    

           Total assets ......................................................                                            34,006,918

Liabilities:
      Amounts due to Great American Reserve Insurance Company   ..............                                                39,723
- ------------------------------------------------------------------------------------------------------------------------------------
           Net assets (Note 6)................................................                                          $ 33,967,195
====================================================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>

              GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

               STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
                                December 31, 1996
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                            Unit           Reported
                                                                                           Units           Value             Value
                                                                                     ===============================================
<S>                                                                                        <C>          <C>            <C>         
   
Net assets attributable to: 
    Contract owners' deferred annuity reserves:
        Alger American Growth Portfolio.......................................             73,226.5     $1.043521      $     76,414
           Alger American Leveraged AllCap Portfolio..........................            832,794.1      1.555302         1,295,246
           MidCap Portfolio...................................................             42,736.2      0.986695            42,168
           Alger American Small Capitalization Portfolio......................          1,946,992.8      1.252107         2,437,844
        Berger Institutional Products Trust:                                                                       
           100 Fund...........................................................             69,521.1      1.029280            71,557
           Growth and Income Fund.............................................             59,956.1      1.103582            66,166
           Small Company Growth Fund..........................................             42,981.8      0.984692            42,324
        Conseco Series Trust:                                                                                      
           Asset Allocation Portfolio.........................................          2,475,992.2      1.698128         4,204,552
           Common Stock Portfolio.............................................          3,374,109.6      2.071274         6,988,704
           Corporate Bond Portfolio...........................................          1,540,494.1      1.206516         1,858,631
           Government Securities Portfolio....................................            135,679.6      1.169361           158,658
           Money Market Portfolio.............................................          1,144,950.6      1.094516         1,253,167
        Dreyfus Stock Index Fund..............................................          1,862,979.9      1.392679         2,594,533
        The Dreyfus Socially Responsible Growth Fund, Inc.....................            221,018.2      1.404343           310,386
        Federated Insurance Series:                                                                                
           Federated High Income Bond Fund II.................................            508,205.1      1.202161           610,945
           Federated International Equity Fund II.............................             93,215.1      1.094819           102,054
           Federated Utility Fund II..........................................            294,881.5      1.234309           363,975
        The Janus Aspen Series:                                                                                    
           Aggressive Growth Portfolio........................................          1,041,049.6      1.347927         1,403,258
           Growth Portfolio...................................................          1,466,042.4      1.363534         1,998,998
           Worldwide Growth Portfolio.........................................          2,173,780.7      1.541029         3,349,859
        The Van Eck Worldwide Insurance Trust:                                                                     
           Gold and Natural Resources Fund ...................................            651,603.1      1.253925           817,061
           Worldwide Bond Fund................................................          1,790,258.5      1.029224         1,842,577
           Worldwide Emerging Markets Fund....................................            132,952.7      1.135940           151,026
           Worldwide Hard Assets Fund.........................................          1,257,325.2      1.532692         1,927,092
- ------------------------------------------------------------------------------------------------------------------------------------
    

           Net assets.........................................................                                           33,967,195
====================================================================================================================================
   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-4
<PAGE>
<TABLE>
<CAPTION>
              GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

                            STATEMENTS OF OPERATIONS
                 For the Years Ended December 31, 1996 and 1995
=====================================================================================================================
                                                                                     1996               1995
- ---------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>                <C>       
   
Investment income:
      Dividends from investments in portfolio shares.......................      $  1,880,859       $  268,996
Expenses:
      Mortality and expense risk fees......................................           211,735           17,815
      Administrative fees..................................................            24,908            2,137
- ---------------------------------------------------------------------------------------------------------------------
      Total expenses.......................................................           236,643           19,952
- ---------------------------------------------------------------------------------------------------------------------
      Net investment income................................................         1,644,216          249,044
- ---------------------------------------------------------------------------------------------------------------------
Net  realized  gains  (losses) and  unrealized  appreciation
(depreciation) of investments in portfolio shares:
      Net realized gains on sales of investments in portfolio shares.......            90,408           72,012
      Net change in unrealized appreciation (depreciation) of portfolio shares      1,416,628          (46,944)
- ---------------------------------------------------------------------------------------------------------------------
          Net gain on investments in portfolio shares .....................         1,507,036           25,068
- ---------------------------------------------------------------------------------------------------------------------
              Net increase in net assets from operations ..................       $ 3,151,252       $  274,112
- ---------------------------------------------------------------------------------------------------------------------

                       STATEMENTS OF CHANGES IN NET ASSETS
                 For the Years Ended December 31, 1996 and 1995
    

=====================================================================================================================
                                                                                           1996            1995
- ---------------------------------------------------------------------------------------------------------------------

   
Changes from operations:
      Net investment income ..................................................     $   1,644,216      $  249,044
      Net realized gains on sales of investments in portfolio shares  ........            90,408          72,012
      Net change in unrealized appreciation (depreciation) of investments
        in portfolio shares ..................................................         1,416,628         (46,944)
- ---------------------------------------------------------------------------------------------------------------------
           Net increase in net assets from operations ........................         3,151,252         274,112
- ---------------------------------------------------------------------------------------------------------------------
Changes from principal transactions:
      Net contract purchase payments..........................................        26,259,253       4,933,143
      Contract redemptions....................................................          (523,287)         (9,667)
      Net transfers (to) from fixed account...................................          (239,681)         42,904
- ---------------------------------------------------------------------------------------------------------------------
          Net increase in net assets from principal transactions .............        25,496,285       4,966,380
- ---------------------------------------------------------------------------------------------------------------------
           Net increase in net assets.........................................        28,647,537       5,240,492
Net assets, beginning of year ................................................         5,319,658          79,166
- ---------------------------------------------------------------------------------------------------------------------
           Net assets, end of year (Note 6)...................................       $33,967,195      $5,319,658
=====================================================================================================================
    

   The accompanying notes are an integral part of these financial statements.
</TABLE>

                                      F-5
<PAGE>

   
                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996
    

(1)   GENERAL

   
     Great  American  Reserve  Variable  Annuity  Account  E  ("Account  E")  is
registered  under the  Investment  Company Act of 1940,  as  amended,  as a unit
investment  trust.  Account E was established on November 12, 1993 and commenced
operations on July 25, 1994 as a segregated  investment  account for  individual
and group variable annuity  contracts issued by Great American Reserve Insurance
Company (the "Company")  which are registered  under the Securities Act of 1933.
The  operations  of Account E are  included  in the  operations  of the  Company
pursuant  to the  provisions  of the Texas  Insurance  Code.  The  Company is an
indirect wholly owned subsidiary of Conseco,  Inc., a publicly-held  specialized
financial services holding company listed on the New York Stock Exchange.

     Prior  to  June 1,  1995,  Account  E  invested  solely  in  shares  of the
portfolios of the Conseco Series Trust. Effective June 1, 1995 (or June 1, 1996)
the following investment options were available:

THE ALGER AMERICAN FUND
      Alger American Growth Portfolio (June 1, 1996)
      Alger American Leveraged AllCap Portfolio
      Alger American MidCap Portfolio (June 1, 1996)
      Alger American Small Capitalization Portfolio
BERGER INSTITUTIONAL  PRODUCTS  TRUST 
      100 Fund (June 1,  1996)  
      Growth and Income Fund (June 1, 1996)
      Small Company Growth Fund (June 1, 1996)
THE CONSECO SERIES TRUST
      Asset Allocation Portfolio
      Common Stock Portfolio
      Corporate Bond Portfolio
      Government Securities Portfolio
      Money Market Portfolio
THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
DREYFUS STOCK INDEX FUND
FEDERATED INSURANCE SERIES
      Federated High Income Bond Fund II
      Federated International Equity Fund II
      Federated Utility Fund II
THE JANUS ASPEN SERIES
      Aggressive Growth Portfolio
      Growth Portfolio
      Worldwide Growth Portfolio
    

                                      F-6
<PAGE>

                GREAT AMERICAN RESERVE VARIABLE ANNUITY ACCOUNT E

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

   
THE VAN ECK WORLDWIDE INSURANCE TRUST
      Gold and Natural Resources Fund
      Worldwide Bond Fund
      Worldwide Emerging Markets Fund (June 1, 1996)
      Worldwide Hard Assets Fund
    

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   
INVESTMENT VALUATION, TRANSACTIONS AND INCOME
    

     Investments in portfolio shares are valued using the net asset value of the
respective  portfolios at the end of each New York Stock Exchange  business day,
with the exception of regional business holidays.  Investment share transactions
are  accounted  for on a trade  date basis  (the date the order to  purchase  or
redeem  shares is executed) and dividend  income is recorded on the  ex-dividend
date.  The cost of  investments  in  portfolio  shares sold is  determined  on a
first-in  first-out  basis.  Account E does not hold any  investments  which are
restricted as to resale.

   
     Net  investment  income and net  realized  gains  (losses)  and  unrealized
appreciation  (depreciation)  on  investments  are allocated to the contracts on
each  valuation  date based on each  contract's  pro rata share of the assets of
Account E as of the beginning of the valuation date.

FEDERAL INCOME TAXES
    

     No provision  for federal  income  taxes has been made in the  accompanying
financial  statements  because the  operations  of Account E are included in the
operations  of the  Company,  which is treated as a life  insurance  company for
federal  income tax purposes  under the Internal  Revenue Code.  Net  investment
income and realized gains (losses) are retained in Account E and are not taxable
until  received  by the  contract  owner or  beneficiary  in the form of annuity
payments or other distributions.

   
ANNUITY RESERVES
    

     Deferred annuity contract  reserves are comprised of net contract  purchase
payments less  redemptions  and benefits.  These reserves are adjusted daily for
the net  investment  income  and net  realized  gains  (losses)  and  unrealized
appreciation (depreciation) on investments.

(3)   PURCHASES AND SALES OF INVESTMENTS IN PORTFOLIO SHARES

   
     The aggregate costs of purchases of investments in portfolio shares for the
years  ended  December  31,  1996  and 1995  were  $29,565,192  and  $6,575,469,
respectively.  The  aggregate  proceeds from sales of  investments  in portfolio
shares  for the years  ended  December  31,  1996 and 1995 were  $2,741,697  and
$1,353,396, respectively. 
    

                                      F-7
<PAGE>

(4)   DEDUCTIONS AND EXPENSES

     Although periodic  retirement payments to contract owners vary according to
the investment performance of the portfolios,  such payments are not affected by
mortality or expense  experience  because the Company  assumes the mortality and
expense risks under the contracts.

     The  mortality  risk  assumed by the Company  results from the life annuity
payment  option in the  contracts  in which the Company  agrees to make  annuity
payments regardless of how long a particular annuitant or other payee lives. The
annuity  payments  are  determined  in  accordance  with annuity  purchase  rate
provisions  established  at the  time the  contracts  are  issued.  Based on the
actuarial  determination of expected mortality,  the Company is required to fund
any deficiency in the annuity payment reserves from its general account assets.

     The expense risk assumed by the Company is the risk that the deductions for
sales and  administrative  expenses may prove  insufficient  to cover the actual
sales and administrative expenses.

   
     The Company deducts daily from Account E a fee, which is equal on an annual
basis to 1.25 percent of the daily value of the total  investments of Account E,
for assuming  the  mortality  and expense  risks.  These fees were  $211,735 and
$17,815 for the years ended December 31, 1996 and 1995, respectively.

     Pursuant to an agreement  between  Account E and the Company  (which may be
terminated  by the  Company),  the  Company  provides  sales and  administrative
services  to  Account  E.  The  Company  may  deduct  a  percentage  of  amounts
surrendered to cover sales  expenses.  The percentage  varies up to 9.00 percent
based upon the number of years the  contract  has been held.  In  addition,  the
Company deducts units from individual contracts annually and upon full surrender
to cover an administrative  fee of $30. These sales and  administrative  charges
were  $21,774 for the year ended  December  31,  1996.  The Company also deducts
daily from Account E a fee, which is equal on an annual basis to 0.15 percent of
the daily  value of the  total  investments  of  Account  E, for  administrative
expenses.  These  expenses were $24,908 and $2,137 for the years ended  December
31, 1996 and 1995, respectively.
    

(5)   OTHER TRANSACTIONS WITH AFFILIATES

   
     Conseco Equity Sales,  Inc., an affiliate of the Company,  is the principal
underwriter  and performs all variable  annuity sales functions on behalf of the
Company.
    

(6)   NET ASSETS

   
      Net assets consisted of the following at December 31, 1996:

Proceeds from the sales of units since organization,
    less cost of units redeemed...............              $  30,540,559
Undistributed net investment income...........                  1,893,584
Undistributed net realized gains on sales of investments          162,421
Net unrealized appreciation of investments....                  1,370,631
                                                            -------------  
       Total net assets.......................               $ 33,967,195
                                                            =============
                                       F-8
    

<PAGE>

                        REPORT OF INDEPENDENT ACCOUNTANTS

   
To the Shareholders and Board of Directors
Great American Reserve Insurance Company

     We have audited the  accompanying  balance sheet of Great American  Reserve
Insurance  Company (the  "Company")  as of December  31, 1996 and 1995,  and the
related  statements of operations,  shareholder's  equity and cash flows for the
year ended  December  31, 1996 and the four months ended  December 31, 1995.  We
have also  audited the  accompanying  statements  of  operations,  shareholder's
equity and cash flows of the Company for the eight months ended August 31, 1995,
and the  year  ended  December  31,  1994,  based  on the  basis  of  accounting
applicable  to  periods  prior to the  adoption  of push  down  accounting  upon
Conseco,  Inc.'s  purchase  of all  common  shares  of the  Company  it did  not
previously  own (see note 1 of the notes to financial  statements  regarding the
adoption  of  push  down  accounting).   These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the  financial  position of Great  American  Reserve
Insurance  Company as of  December  31,  1996 and 1995,  and the  results of its
operations  and its cash flows for the year ended  December 31,  1996,  the four
months ended  December 31, 1995,  the eight months ended August 31, 1995 and the
year ended December 31, 1994, in conformity with generally  accepted  accounting
principles.
    

COOPERS & LYBRAND L.L.P.

   
Indianapolis, Indiana
March 14, 1997
    


                                      F-9
<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

   
                                  BALANCE SHEET
                           December 31, 1996 and 1995
                              (Dollars in millions)

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                                     1996               1995
                                                                                                     ----               ----
<S>                                                                                                    <C>                <C> 
Investments:
     Actively managed fixed maturities at fair value (amortized cost:
       1996 - $1,810.8; 1995 - $1,980.1) .............................................           $  1,795.1         $  2,030.9
     Mortgage loans ..................................................................                 77.3               95.5
     Credit-tenant loans .............................................................                 93.4               79.4
     Policy loans ....................................................................                 80.8               84.7
     Other invested assets ...........................................................                 89.0               37.8
     Short-term investments ..........................................................                 14.8               19.0
     Assets held in separate accounts ................................................                232.4              137.5
                                                                                                    --------           --------
        Total investments ............................................................              2,382.8            2,484.8
Accrued investment income ............................................................                 32.9               34.0
Cost of policies purchased ...........................................................                143.0              120.0
Cost of policies produced ............................................................                 38.2               24.0
Reinsurance receivables ..............................................................                 25.7               27.0
Goodwill (net of accumulated amortization: 1996 - $11.7; 1995 - $10.2) ...............                 49.7               53.0
Other assets .........................................................................                  8.2               14.0
                                                                                                   --------           -------- 
        Total assets .................................................................            $ 2,680.5          $ 2,756.8
                                                                                                  =========         ==========
    

</TABLE>
   
                            (continued on next page)
    

   
                  The accompanying notes are an integral part
                          of the financial statements.
    

                                      F-10
<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

   
                            BALANCE SHEET (Continued)
                           December 31, 1996 and 1995
                 (Dollars in millions, except per share amount)
    

                      LIABILITIES AND SHAREHOLDER'S EQUITY
<TABLE>
<CAPTION>

                                                                                                      1996                1995
                                                                                                      ----                ----
<S>                                                                                                 <C>               <C>       
   
Liabilities:
     Insurance liabilities...........................................................               $1,957.5          $  2,039.1
     Income tax liabilities .........................................................                   29.8                39.0
     Investment borrowings ..........................................................                   48.4                84.2
     Other liabilities ..............................................................                   15.5                14.4
     Liabilities related to separate accounts .......................................                  232.4               137.5
    

          Total liabilities .........................................................                2,283.6             2,314.2
                                                                                                     -------             -------

   
Shareholder's equity:
     Common stock and additional paid-in capital (par value $4.80 per share, 1,065,000
     shares authorized,  1,043,565 shares issued and outstanding) ....................                 380.8               380.8
     Unrealized  appreciation  (depreciation)  of  securities:   
      Fixed  maturity securities (net of applicable deferred income taxes:
        1996 - $(2.4); 1995 - $6.8)...................................................                  (4.4)               11.8
       Other investments (net of applicable deferred income taxes:
        1996 - $(.1); 1995 - $.4).....................................................                   (.2)                 .6
     Retained earnings................................................................                  20.7                49.4
    
                                            
          Total shareholder's equity..................................................                 396.9               442.6
                                                                                                       =====               =====
          Total liabilities and shareholder's equity..................................              $2,680.5            $2,756.8

</TABLE>

                     The accompanying notes are an integral
                        part of the financial statements.

                                      F-11
<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

   
                             STATEMENT OF OPERATIONS
                              (Dollars in millions)
<TABLE>
<CAPTION>
                                                                                                         Prior Basis
                                                                                                ----------------------------
                                                                 Year          Four months      Eight months      Year
                                                                 ended             ended           ended         ended
                                                               December 31,     December 31,     August 31,    December 31,
                                                                  1996              1995            1995          1994
                                                                  ----              ----            ----          ----
<S>                                                            <C>                <C>             <C>            <C>   
Revenues:                         
     Insurance policy income..............................     $  81.4            $ 31.8          $ 60.5         $ 98.6
     Net investment income................................       218.4              74.2           136.4          187.9
     Net investment gains.................................         2.7              12.5             7.3             .2
                                                               -------            ------          ------         ------
           Total revenues.................................       302.5             118.5           204.2          286.7
                                                               -------            ------          ------         ------
Benefits and expenses:
     Insurance policy benefits ...........................       54.9               18.9           45.9            66.2
     Change in future policy benefits ....................       (3.7)                .2           (4.3)           (1.3)
     Interest expense on annuities and financial products       129.4               44.2           74.6           101.4
     Interest expense on investment borrowings ...........        6.2                1.0            3.6             2.9
     Amortization related to operations ..................       17.8                5.3           11.7            16.0
     Amortization related to investment  gains ...........        2.5               10.0            4.3             2.7
                                                                             
     Other operating costs and expenses ..................       54.3               13.1           23.7            37.3
                                                                              
          Total benefits and expenses ....................      261.4               92.7          159.5           225.2
                                                                             
          Income before income taxes .....................       41.1               25.8           44.7            61.5
                                                                             
Income tax expense .......................................       15.4                9.7           16.5            22.7
                                                               -------            ------          ------         ------
          Net income .....................................     $ 25.7             $ 16.1         $ 28.2          $ 38.8
                                                               =======             =====         ======          ======
</TABLE>
    

                     The accompanying notes are an integral
                       part of the financial statements.
 

                                      F-12
<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY
                        STATEMENT OF SHAREHOLDER'S EQUITY
                              (Dollars in millions)

<TABLE>
<CAPTION>
   
                                                                                                      Prior Basis
                                                                                                ------------------------
                                                                 Year          Four months      Eight months      Year
                                                                 ended             ended           ended         ended
                                                               December 31,     December 31,     August 31,    December 31,
                                                                  1996              1995            1995          1994
                                                                  ----              ----            ----          ----
<S>                                                             <C>               <C>              <C>            <C>   
Common stock and additional paid-in capital:
     Balance, beginning of period...........................    $380.8            $380.8           $339.7         $339.7
      Adjustment of balance due to new accounting basis.....       -                 -               41.1            -
                                                                ------            ------           ------         ------
     Balance, end of period.................................    $380.8            $380.8           $339.7         $339.7
                                                                ======            ======           ======         ======
Unrealized appreciation (depreciation) of securities:
    Fixed maturity securities:
      Balance, beginning of period..........................    $ 11.8            $ 1.3            $(53.0)        $ 33.3
        Change in unrealized appreciation (depreciation)....     (16.2)            10.5              55.7          (86.3)
        Adjustment of balance due to new
         accounting basis...................................        -                -               (1.4)            -
                                                                ------            ------           ------         ------
      Balance, end of period................................    $ (4.4)           $11.8            $  1.3         $(53.0)
                                                                ======            ======           ======         ======
    Other investments:
      Balance, beginning of period..........................    $   .6            $  .6            $ (2.1)        $  (.1)
        Change in unrealized appreciation (depreciation)....       (.8)              -                3.3           (2.0)
        Adjustment of balance due to new
         accounting basis...................................       -                 -                (.6)            -
                                                                ------            ------           ------         ------
      Balance, end of period................................    $  (.2)           $  .6            $   .6         $ (2.1)
                                                                ======            ======           ======         ======
Retained earnings:
    Balance, beginning of year..............................    $ 49.4            $33.3            $ 80.3         $ 75.6
      Net income ...........................................      25.7             16.1              28.2           38.8
      Dividends on common stock.............................     (54.4)              -              (41.2)         (34.1)
      Adjustment of balance due to new
        accounting basis....................................       -                 -              (34.0)            -
                                                                ------            ------           ------         ------
    Balance, end of year....................................    $ 20.7            $ 49.4           $ 33.3         $ 80.3
                                                                ======            ======           ======         ======
        Total shareholder's equity..........................    $396.9            $442.6           $416.0         $364.9
                                                                ======            ======           ======         ======
</TABLE>
                     The accompanying notes are an integral
                       part of the financial statements.
    

                                      F-13
<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

   
                             STATEMENT OF CASH FLOWS
                             (Dollars in millions)
<TABLE>
<CAPTION>
                                                                                                      Prior Basis
                                                                                                ------------------------
                                                                 Year          Four months      Eight months      Year
                                                                 ended             ended           ended         ended
                                                               December 31,     December 31,     August 31,     December 31,
                                                                  1996              1995            1995          1994
                                                                  ----              ----            ----          ----
<S>                                                             <C>             <C>              <C>          <C>     
 Cash flows from operating activities:
   Net income...............................................    $ 25.7          $  16.1          $  28.2      $   38.8
    Adjustments to reconcile net income to net
    cash provided by operating activities:
     Amortization ..........................................      20.4             15.3             16.0          18.7
     Income taxes ..........................................      (3.9)             2.3              2.9           1.3
     Insurance liabilities..................................     (40.5)           (25.8)           (14.0)        (10.5)
     Interest credited to insurance liabilities ............     129.4             44.2             74.6         101.4
     Fees charged to insurance liabilities .................     (32.8)           (10.3)           (22.2)
     Accrual and amortization of investment income .........       3.1              3.2             (1.8)         (1.2)
     Deferral of cost of policies produced .................     (13.2)            (3.0)            (6.6)         (9.4)
     Investment gains ......................................      (2.7)           (12.5)            (7.3)          (.2)
     Other .................................................      (8.9)            (8.9)            (3.2)          5.0
                                                                ------             ----             ----         -----
          Net cash provided by operating activities.........      76.6             20.6             66.6         107.4
                                                                ------             ----             ----         -----
Cash flows from investing activities:

Sales of investments........................................     988.9           513.2            406.5         586.0
Maturities and redemptions..................................     101.7            60.4             57.5         118.4
Purchases of investments ...................................    (954.2)         (532.2)          (476.2)       (786.9)
                                                                -------         -------          -------       -------
          Net cash provided (used) by investing          
              activities....................................     136.4            41.4            (12.2)        (82.5)
                                                                -------         -------          -------       -------
Cash flows from financing activities:
     Deposits to insurance liabilities......................     169.8            50.8            104.4         146.0
     Cash paid in reinsurance recapture.....................        -            (71.1)             -             -
     Investment borrowings..................................     (35.8)          (36.8)           121.0         (58.3)
     Withdrawals from insurance liabilities.................    (306.7)          (71.9)          (166.3)       (171.4)
     Dividends paid on common stock.........................     (44.5)             -             (41.2)        (34.1)
                                                                -------         -------          -------       -------
          Net cash provided (used)  by
              financing activities..........................    (217.2)         (129.0)            17.9        (117.8)
                                                                -------         -------          -------       -------
             Net increase (decrease) in short-term 
              investments...................................      (4.2)          (67.0)            72.3         (92.9)

Short-term investments, beginning of period.................      19.0            86.0             13.7         106.6
                                                                -------         -------          -------       -------
Short-term investments, end of period.......................    $ 14.8          $ 19.0           $ 86.0        $ 13.7
                                                                =======         =======          =======       =======
</TABLE>
    

                     The accompanying notes are an integral
                       part of the financial statements.

                                      F-14

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
1.   SIGNIFICANT ACCOUNTING POLICIES

     ORGANIZATION AND BASIS OF PRESENTATION

     Great  American   Reserve   Insurance   Company  (the  "Company")   markets
tax-qualified annuities and certain employee benefit-related  insurance products
through professional independent agents. Since August 1995, the Company has been
a wholly owned subsidiary of Conseco,  Inc.  ("Conseco"),  a financial  services
holding  company engaged in the  development,  marketing and  administration  of
annuity,  individual  health  insurance and individual life insurance  products.
During 1994,  Conseco  effectively owned 36 percent of the Company,  through its
ownership  interest in CCP Insurance,  Inc. ("CCP"), a holding company organized
for  companies  previously  acquired  by Conseco  Capital  Partners,  L.P.  (the
"Partnership"),  a limited  partnership  organized  by Conseco.  The Company was
acquired by the  Partnership  in 1990 (the  "Partnership  Acquisition").  During
1995, Conseco's ownership in CCP (and in the Company) increased to 49 percent as
a result of purchases  of CCP common  stock by CCP and Conseco.  In August 1995,
Conseco  completed the purchase of the  remaining  shares of CCP common stock it
did not  already  own in a  transaction  pursuant  to which CCP was merged  with
Conseco,   with  Conseco   being  the   surviving   corporation   (the  "Conseco
Acquisition").

     The accompanying  financial  statements give effect to "push down" purchase
accounting to reflect the Partnership  Acquisition and the Conseco  Acquisition.
As a result of  applying  "push down"  purchase  accounting:  (i) the  Company's
financial  position  and results of  operations  for periods  subsequent  to the
Partnership  Acquisition and before the Conseco  Acquisition (the "prior basis")
reflect the  Partnership's  cost to acquire the  Company's  asset and  liability
accounts  based upon their  estimated fair values at the purchase date; and (ii)
the  Company's   financial  position  and  results  of  operations  for  periods
subsequent  to the Conseco  Acquisition  reflect  Conseco's  cost to acquire the
Company's asset and liability accounts based upon their estimated fair values at
the purchase date.

     The effect of the adoption of the new basis of  accounting on the Company's
balance sheet accounts on August 31, 1995, was as follows (dollars in millions):

                                                                         Debit
                                                                       (Credit)
                                                                       --------
                                                               
       Cost of policies purchased................................      $ 59.0
       Cost of policies produced ................................       (27.0)
       Goodwill..................................................       (15.1)
       Insurance liabilities.....................................        (1.2)
       Income tax liabilities....................................       (11.9)
       Other.....................................................         1.3
       Common stock and additional paid-in capital...............       (41.1)
       Net unrealized appreciation of fixed maturity securities..         1.4
       Net unrealized appreciation of other investments..........          .6
       Retained earnings.........................................        34.0

      The  accompanying  financial  statements  also  include  the effect of the
December  31,  1994,  merger  of  Jefferson   National  Life  Insurance  Company
("Jefferson  National",  which was acquired by the Partnership in 1990) into the
Company.  This  merger  has  been  accounted  for  as a  pooling  of  interests;
therefore,  the assets and  liabilities  of each company  have been  combined at
their book values and the  statements of  operations,  shareholder's  equity and
cash flows have been reported as if the merger had occurred on January 1, 1994.

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP"), which differ in some respects
from statutory  accounting  practices  followed in the  preparation of financial
statements  submitted to state insurance  departments.  The financial statements
prepared in conformity with GAAP include amounts based on informed estimates and
judgment of management,  with  consideration  given to materiality.  Significant
estimates and  assumptions  are utilized in the  calculation of cost of policies
produced,  cost of policies  purchased,  insurance  liabilities,  guaranty  fund
assessment accruals and deferred income taxes. Actual experience may differ from
those estimates. Certain amounts from the 1995 and 1994 financial statements and
notes have been reclassified to conform with the 1996 presentation.
    

                                      F-15

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
     INVESTMENTS

     Fixed maturity  investments  are securities  that mature more than one year
after issuance.  They include bonds,  notes receivable and preferred stocks with
mandatory redemption features and are classified as follows:

     ACTIVELY  MANAGED - fixed  maturity  securities  that may be sold  prior to
     maturity due to changes that might occur in market interest  rates,  issuer
     credit quality or the Company's  liquidity  requirements.  Actively managed
     fixed  maturity  securities  are  carried at  estimated  fair value and the
     unrealized  gain or loss is  recorded  net of tax and  related  adjustments
     described below as a component of shareholder's equity.

     TRADING ACCOUNT - fixed maturity securities are bought and held principally
     for  the  purpose  of  selling  them  in the  near  term.  Trading  account
     securities are carried at estimated fair value.  Unrealized gains or losses
     are included in net investment gains (losses). The Company did not hold any
     trading account securities during 1996, 1995 or 1994.

     HELD  TO  MATURITY  - (all  other  fixed  maturity  securities)  are  those
     securities which the Company has the ability and positive intent to hold to
     maturity,  and are carried at  amortized  cost.  The Company may dispose of
     these  securities  if the credit  quality of the  issuer  deteriorates,  if
     regulatory requirements change or under other unforeseen circumstances. The
     Company has not held any  securities  in this  classification  during 1996,
     1995 or 1994.

     Anticipated  returns,  including  investment  gains  and  losses,  from the
investment  of   policyholder   balances  are  considered  in  determining   the
amortization  of the  cost  of  policies  purchased  and the  cost  of  policies
produced.  When  actively  managed  fixed  maturity  securities  are  stated  at
estimated  fair value,  an adjustment to the cost of policies  purchased and the
cost of policies  produced may be necessary  if a change in  amortization  would
have been recorded if such  securities had been sold at their fair value and the
proceeds reinvested at current yields. Furthermore, if future yields expected to
be earned on such securities  decline,  it may be necessary to increase  certain
insurance  liabilities.  Adjustments to such liabilities are required when their
balances,  in addition to future net cash flows (including  investment  income),
are insufficient to cover future benefits and expenses.

     Unrealized  gains and losses and the related  adjustments  described in the
preceding paragraph have no effect on earnings, but are recorded, net of tax, as
a component of shareholder's  equity.  The following table summarizes the effect
of these adjustments as of December 31, 1996:

<TABLE>
<CAPTION>
                                                                   Effect of fair
                                                      Balance    value adjustment on
                                                       before     actively managed      Reported
                                                     adjustment   fixed maturities      amount
                                                     ----------   ----------------      ------
                                                                (Dollars in millions)
          
<S>                                                  <C>             <C>              <C>     
Actively managed fixed maturity securities.......    $1,810.8        $(15.7)          $1,795.1
Cost of policies purchased.......................       135.2           7.8              143.0
Cost of policies produced........................        37.1           1.1               38.2
Income tax liabilities...........................        32.2           2.4               29.8
Net unrealized depreciation of fixed maturities..          -           (4.4)              (4.4)
</TABLE>

      When  changes  in  conditions  cause a  fixed  maturity  investment  to be
transferred to a different category (e.g. actively managed,  held to maturity or
trading),  the security is  transferred to the new category at its fair value at
the date of the transfer. There were no such transfers in 1996, 1995 or 1994. At
the  transfer  date,  the  security's  unrealized  gain or loss is  recorded  as
follows:

   o  For transfers to the trading category, the unrealized gain or loss is
      recognized in earnings;

   o  For transfers from the trading category, the unrealized gain or
      loss already recognized in earnings is not reversed;
    

                                      F-16

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
   o  For transfers to actively managed from held to maturity, the
      unrealized gain or loss is recognized in shareholder's equity; and

   o  For transfers to held to maturity from actively  managed,  the  unrealized
      gain  or loss  at the  date of  transfer  continues  to be  recognized  in
      shareholder's  equity,  but  is  amortized  as a  yield  adjustment  until
      ultimately sold.

     Credit-tenant loans are loans for commercial  properties which require: (i)
the lease of the principal tenant to be assigned to the Company;  (ii) the lease
to produce adequate cash flow to fund substantially all the cash requirements of
the loan;  and (iii) the  principal  tenant,  or the  guarantor of such tenant's
obligations,  to have an  investment-grade  credit rating when the loan is made.
These loans also must be  collateralized  by the value of the related  property.
Underwriting guidelines take into account such factors as: (i) the lease term of
the  property;  (ii)  the  borrower's  management  ability,  including  business
experience,  property management capabilities and financial soundness; and (iii)
such economic, demographic or other factors that may affect the income generated
by the property or its value. The underwriting  guidelines  generally  require a
loan-to-value  ratio of 75 percent or less.  Credit-tenant loans and traditional
mortgage loans are carried at amortized cost.

     Policy loans are stated at their current unpaid principal balance.

     Short-term  investments  include commercial paper,  invested cash and other
investments  purchased with maturities of less than three months and are carried
at amortized cost,  which  approximates  fair value.  The Company  considers all
short-term investments to be cash equivalents.

     Fees  received  and  costs  incurred  in  connection  with  origination  of
investments,  principally mortgage loans, are deferred.  Fees, costs,  discounts
and premiums are amortized as yield adjustments over the contractual life of the
investments.  Anticipated  prepayments on  mortgage-backed  securities are taken
into consideration in determining estimated future yields on such securities.

     The specific  identification  method is used to account for the disposition
of investments.  The  differences  between sale proceeds and carrying values are
reported as investment gains and losses,  or as adjustments to investment income
if the proceeds are prepayments by issuers prior to maturity.

     The Company regularly evaluates investment securities,  credit-tenant loans
and  mortgage  loans  based on current  economic  conditions,  past  credit loss
experience and other  circumstances  of the investee.  A decline in a security's
net  realizable  value that is other than  temporary is treated as an investment
loss and the cost basis of the security is reduced to its estimated  fair value.
Impaired  loans  are  revalued  at the  present  value of  expected  cash  flows
discounted  at the loan's  effective  interest rate when it is probable that the
Company will be unable to collect all amounts due  according to the  contractual
terms of the agreement.  The Company accrues interest on the net carrying amount
of impaired loans.

     As part of the Company's  investment  strategy,  the Company may enter into
reverse  repurchase  agreements  and  dollar-roll  transactions  to increase its
investment return or to improve liquidity.  These transactions are accounted for
as collateral borrowings,  where the amount borrowed is equal to the sales price
of the underlying securities.

     SEPARATE ACCOUNTS

     Separate  accounts are funds on which investment income and gains or losses
accrue  directly  to certain  policyholders.  The assets of these  accounts  are
legally  segregated.  They are not subject to the claims  which may arise out of
any other business of the Company.  The Company reports  separate account assets
at market value;  the  underlying  investment  risks are assumed by the contract
holders.  The Company  records the related  liabilities  at amounts equal to the
underlying  assets;  the fair value of these  liabilities  equals their carrying
amount.

     COST OF POLICIES PURCHASED

     The cost of policies  purchased  represents the portion of the  acquisition
cost that was  allocated to the value of the right to receive  future cash flows
from  insurance  contracts  existing at the date such  insurance  contracts were
acquired.  The value of cost of policies purchased 
    

                                      F-17

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

   
                         ------------------------------
is the actuarially  determined  present value of the projected future cash flows
from the insurance  contracts  existing at the acquisition date. The method used
to value the cost of policies purchased is consistent with the valuation methods
used  most  commonly  to  value  blocks  of  insurance  business,  which is also
consistent with the basic methodology generally used to value assets.

     The method used is summarized as follows:

     o    Identify the expected future cash flows from the blocks of business.

     o    Identify the risks inherent in realizing those cash flows (i.e.,  what
          is the probability that the cash flows will be realized).

     o    Identify the rate of return  necessary  considering the risks inherent
          in realizing the cash flows.

     o    Determine the value of the policies by discounting the expected future
          cash flows by the discount rate required.

     The expected future cash flows used in determining  such value are based on
actuarially  determined  projections of future premium  collections,  mortality,
surrenders,  operating expenses,  changes in insurance  liabilities,  investment
yields on the assets  held to back the  policy  liabilities  and other  factors.
These  projections  take into  account  all  factors  known or  expected  at the
valuation date,  based on the collective  judgment of the Company's  management.
Actual  experience  on  purchased  business  may vary  from  projections  due to
differences in renewal premiums collected,  investment spread,  investment gains
or losses, mortality and morbidity costs and other factors.

     The  discount  rate used to  determine  the  value of the cost of  policies
purchased  is the rate of return  required  in order to  invest in the  business
being  acquired.  In  determining  this required  rate of return,  the following
factors are considered:

     o    The  magnitude  of the risks  associated  with  each of the  actuarial
          assumptions used in determining expected future cash flows.

     o    The cost of capital required to fund the acquisition.

     o    The  likelihood  of changes in projected  future cash flows that might
          occur if there are changes in insurance regulations and tax laws.

     o    The  acquired  business  compatibility  with other  activities  of the
          Company that may favorably affect future cash flows.

     o    The complexity of the acquired business.

     o    Recent prices (i.e.,  discount rates used in  determining  valuations)
          paid by others to acquire similar blocks of business.

     After the cost of policies  purchased is determined,  it is amortized based
on the incidence of the expected cash flows.  This asset is amortized  using the
interest rate credited to the underlying policies.

     If renewal  premiums  collected,  investment  spread,  investment  gains or
losses, mortality and morbidity costs or other factors differ from expectations,
amortization  of the cost of policies  purchased is adjusted.  For example,  the
sale of a fixed maturity  investment may result in a gain (or loss). If the sale
proceeds are reinvested at a lower (or higher)  earnings rate, there may also be
a reduction  (or increase) in future  investment  spread.  Amortization  must be
increased  (decreased)  to reflect the change in the  incidence of expected cash
flows  consistent  with the  methods  used  with the cost of  policies  produced
(described below).

     Each  year,  the  recoverability  of the  cost  of  policies  purchased  is
evaluated by line of business within each block of purchased insurance business.
If current estimates indicate that the existing insurance liabilities,  together
with the  present  value of future net cash  flows  from the blocks of  business
purchased,  will be insufficient to recover the cost of policies purchased,  the
difference is charged to expense.  Amortization is adjusted  consistent with the
methods used with the cost of policies produced (as described below).

     The cost of policies  purchased related to the original  acquisition of the
Company by the  Partnership  in 1990 is  amortized  under a  slightly  different
method than that described above. However, the effect of the different method on
1996 net income was insignificant.
    

                                      F-18

<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
     COST OF POLICIES PRODUCED

     Costs which vary with and are primarily  related to the  acquisition of new
business  are  deferred  to the extent  that such costs are deemed  recoverable.
These  costs  include   commissions,   certain  costs  of  policy  issuance  and
underwriting  and  certain  agency  expenses.  For  traditional  life and health
contracts,  deferred  costs are  amortized  with  interest in relation to future
anticipated  premium  revenue  using  the  same  assumptions  that  are  used in
calculating the insurance  liabilities.  For immediate  annuities with mortality
risks, deferred costs are amortized in relation to the present value of benefits
to be paid.  For universal  life-type,  interest-sensitive  and  investment-type
contracts,  deferred  costs are  amortized  in relation to the present  value of
expected gross profits from these contracts,  discounted using the interest rate
credited to the policy (currently, 5 percent to 8 percent).

     Recoverability  of the unamortized  balance of cost of policies produced is
evaluated regularly and considers  anticipated  investment income. For universal
life-type contracts and investment-type  contracts, the accumulated amortization
is adjusted  (whether an increase or a decrease)  whenever  there is a change in
the  estimated  gross  profits  expected over the life of a block of business in
order to maintain a constant  relationship  between amortization and the present
value  (discounted  at the rate of interest  that  accrues to the  policies)  of
expected  gross  profits.   For  traditional  and  most  other  contracts,   the
unamortized  asset balance is reduced by a charge to income only when the sum of
the present value of discounted future cash flows and the policy  liabilities is
not sufficient to cover such asset balance.

     GOODWILL

     The excess of the cost of  acquiring  the  Company's  net  assets  over its
estimated  fair values is recorded as  goodwill  and is being  amortized  on the
straight-line basis over a 40-year period. The Company periodically assesses the
recoverability  of  goodwill  through  projections  of  future  earnings  of the
acquired  business.  Such assessment is made based on whether  goodwill is fully
recoverable  from  projected  undiscounted  net cash flows from  earnings of the
acquired business over the remaining  amortization period. If future evaluations
of goodwill indicate a material change in the factors supporting  recoverability
over the remaining amortization period, all or a portion of goodwill may need to
be written  off or the  amortization  period  shortened  (no such  changes  have
occurred).

     INSURANCE  LIABILITIES,  RECOGNITION OF INSURANCE POLICY INCOME AND RELATED
BENEFITS AND EXPENSES

     Reserves for traditional and  limited-payment  life insurance contracts are
generally  calculated using the net level premium method based on assumptions as
to investment  yields,  mortality,  morbidity,  withdrawals  and dividends.  The
assumptions  are based on  projections  using past and expected  experience  and
include provisions for possible adverse deviation. These assumptions are made at
the time the  contract  is  issued  or,  in the case of  contracts  acquired  by
purchase, at the purchase date.

     Reserves for universal life-type and investment-type contracts are based on
the  contract  account  balance,  if future  benefit  payments  in excess of the
account  balance are not  guaranteed,  or on the present value of future benefit
payments when such payments are  guaranteed.  Additional  increases to insurance
liabilities  are made if future  cash  flows  including  investment  income  are
insufficient to cover future benefits and expenses.

     For  investment-type  contracts  without  mortality  risk (such as deferred
annuities and immediate  annuities with benefits paid for a period  certain) and
for  contracts  that permit the  Company or the  insured to make  changes in the
contract terms (such as single-premium  whole life and universal life),  premium
deposits  and benefit  payments  are  recorded as  increases  or  decreases in a
liability  account rather than as revenue and expense.  Amounts  charged against
the  liability  account for the cost of  insurance,  policy  administration  and
surrender penalties are recorded as revenues. Interest credited to the liability
account and benefit  payments made in excess of the contract  liability  account
balance are charged to expense.

     For traditional life insurance contracts, premiums are recognized as income
when due. Benefits and expenses are associated with earned premiums resulting in
their level  recognition  over the premium paying period of the contracts.  Such
recognition is accomplished through the provision for future policy benefits and
the amortization of deferred policy acquisition costs.

                                      F-19

<PAGE>

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

     For  contracts  with  mortality  risk,  but with  premiums  paid for only a
limited period (such as  single-premium  immediate  annuities with benefits paid
for  the  life  of the  annuitant),  the  accounting  treatment  is  similar  to
traditional  contracts.  However,  the excess of the gross  premium over the net
premium is deferred and  recognized in relation to the present value of expected
future benefit payments.

    


<PAGE>


                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
     Liabilities for incurred claims are determined using historical  experience
and  represent an estimate of the present  value of the ultimate net cost of all
reported  and  unreported  claims.   Management  believes  these  estimates  are
adequate.  Such  estimates are  periodically  reviewed and any  adjustments  are
reflected in current operations.

     For participating  policies,  the amount of dividends to be paid (which are
not  significant)  is  determined  annually by the  Company.  The portion of the
earnings  allocated to  participating  policyholders is recorded as an insurance
liability.

     REINSURANCE

     In the normal  course of business,  the Company seeks to limit its exposure
to loss on any single  insured  and to recover a portion of  benefits  paid over
such limit by ceding  reinsurance to other  insurance  enterprises or reinsurers
under  excess  coverage  and  coinsurance  contracts.  The  Company  has set its
retention  limit for  acceptance of risk on life  insurance  policies at various
levels up to $.5 million.

     Assets and liabilities  related to insurance  contracts are reported before
the effects of  reinsurance.  Reinsurance  receivables  and prepaid  reinsurance
premiums  (including  amounts related to insurance  liabilities) are reported as
assets.  Estimated reinsurance receivables are recognized in a manner consistent
with the liabilities relating to the underlying reinsured insurance contracts.

     INCOME TAXES

     Income  tax  expense   includes   deferred  taxes  arising  from  temporary
differences  between  the  tax and  financial  reporting  basis  of  assets  and
liabilities.  The  effects  of a tax rate  change  on  current  and  accumulated
deferred  income  taxes are  reflected  in the  period in which the  change  was
enacted.

     In assessing the realization of deferred tax assets,  the Company considers
whether  it is more  likely  than not  that  the  deferred  tax  assets  will be
realized.  The ultimate realization of deferred tax assets is dependent upon the
generation  of future  taxable  income  during the  periods  in which  temporary
differences  become  deductible.  If future  income does not occur as  expected,
deferred income taxes may need to be written off.

     FAIR VALUES OF FINANCIAL INSTRUMENTS

     The  following  methods  and  assumptions  were  used  by  the  Company  in
     determining estimated fair values of financial instruments:

     INVESTMENT  SECURITIES:   The  estimated  fair  values  of  fixed  maturity
     securities (including redeemable preferred stocks) are based on quotes from
     independent pricing services,  where available.  For investment  securities
     for which such  quotes are not  available,  the  estimated  fair values are
     determined  using values  obtained from  broker-dealer  market makers or by
     discounting  expected future cash flows using current market interest rates
     applicable to the yield,  credit quality of the investments and maturity of
     the investments.

     MORTGAGE LOANS,  CREDIT-TENANT  LOANS AND POLICY LOANS:  The estimated fair
     values  of  mortgage  loans,  credit-tenant  loans  and  policy  loans  are
     determined by discounting  future  expected cash flows using interest rates
     currently  being offered for similar loans to borrowers with similar credit
     ratings. Loans with similar  characteristics are aggregated for purposes of
     the calculations.

     OTHER INVESTED ASSETS:  The estimated fair values of these assets have been
     assumed to be equal to their carrying value. Such value is believed to be a
     reasonable approximation of the fair value of these investments.

     SHORT-TERM INVESTMENTS: The estimated fair values of short-term investments
     are based on quoted market prices,  where  available.  The carrying  amount
     reported in the balance sheet for these assets approximates their estimated
     fair value.

                                      F-20

<PAGE>

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

     INSURANCE LIABILITIES FOR INVESTMENT  CONTRACTS:  The estimated fair values
     of liabilities  under  investment-type  insurance  contracts are determined
     using discounted cash flow  calculations  based on interest rates currently
     being offered for similar  contracts with maturities  consistent with those
     remaining for the contracts being valued.
    

                   GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
     INVESTMENT  BORROWINGS:  Due to the short-term  nature of these  borrowings
     (terms  generally less than 30 days),  estimated fair values are assumed to
     approximate the carrying amount reported in the balance sheet.

   The estimated fair values of financial instruments are as follows:
<TABLE>
<CAPTION>
                                                        1996                 1995
                                                  -----------------    ------------------
                                                  Carrying    Fair     Carrying     Fair
                                                   AMOUNT     VALUE     AMOUNT      VALUE
                                                   ------     -----     ------      -----
                                                             (Dollars in millions)
<S>                                              <C>         <C>      <C>        <C>     
Financial assets issued for purposes 
  other than trading:  Actively managed
  fixed maturity securities..................    $1,795.1    1,795.1  $ 2,030.9  $2,030.9

       Mortgage loans .......................        77.3       77.0       95.5     108.9
       Credit-tenant loans ..................        93.4       92.5       79.4      79.7
       Policy loans .........................        80.8       80.8       84.7      84.7
       Other invested assets ................        89.0       89.0       37.8      37.8
       Short-term investments ...............        14.8       14.8       19.0      19.0

Financial  liabilities  issued  for
  purposes  other  than  trading:
  Insurance liabilities for investment
  contracts (1) .............................    $1,282.1   $1,282.1   $1,346.5   $1,346.5
       Investment borrowings ................        48.4       48.4       84.2    84.2
</TABLE>

- ----------
(1)  The estimated fair value of the  liabilities  for investment  contracts was
     approximately  equal to its  carrying  value at December 31, 1996 and 1995,
     because  interest rates  credited on the vast majority of account  balances
     approximate  current  rates paid on similar  investments  and because these
     rates are not  generally  guaranteed  beyond one year.  The  Company is not
     required to  disclose  fair values for  insurance  liabilities,  other than
     those  for   investment   contracts.   However,   the  Company  takes  into
     consideration the estimated fair values of all insurance liabilities in its
     overall  management of interest rate risk. The Company attempts to minimize
     exposure to changing interest rates by matching investment  maturities with
     amounts due under insurance contracts.

2.    JEFFERSON NATIONAL MERGER

      On December 31, 1994, Jefferson National was merged with the Company, with
the Company being the surviving  corporation.  The merger has been accounted for
as a pooling of interests and,  accordingly,  the financial  statements for 1994
have been restated to include the accounts of Jefferson  National.  Certain 1994
balances for the separate companies are as follows:

        AMOUNT PRIOR TO                        JEFFERSON
        EFFECT OF MERGER                        NATIONAL         COMBINED
        ----------------                        --------         --------
                                         (DOLLARS IN MILLIONS)

  Insurance policy income....................... $   53.2  $   45.4 $   98.6
  Net investment income.........................    101.9      86.0    187.9
  Total revenues................................    154.1     132.6    286.7
  Income before income taxes....................     25.9      35.6     61.5
  Net income....................................     16.7      22.1     38.8
    

                                      F-21

<PAGE>
   
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

3.    INVESTMENTS

  At December 31, 1996,  the amortized cost and estimated fair value of actively
managed fixed maturity securities were as follows:
<TABLE>
<CAPTION>
                                                               Gross     Gross    Estimated
                                                  Amortized  unrealized unrealized  fair
                                                       COST     GAINS   LOSSES     VALUE
                                                       ----     -----   ------     -----
                                                             (Dollars in millions)
<S>                                               <C>       <C>       <C>     <C>     
  United States Treasury securities and obligations
    of United States government corporations and
    agencies........................              $   29.9  $  .3     $  .3   $   29.9
  Obligations of state and political subdivisions      6.1     .1        .1        6.1

  Debt securities issued by foreign governments       11.6     -         .5       11.1
  Public utility securities.........                 234.8     2.4      7.0      230.2
  Other corporate securities........                 950.1    10.9     17.6      943.4
  Mortgage-backed securities........                 578.3     2.3      6.2      574.4
                                                  --------   -----    -----   --------
    Total...........................              $1,810.8   $16.0    $31.7   $1,795.1
                                                  ========   =====    =====   ========
</TABLE>

      At December 31,  1995,  the  amortized  cost and  estimated  fair value of
actively managed fixed maturity securities were as follows:
<TABLE>
<CAPTION>
                                                               GROSS     GROSS    ESTIMATED
                                                  AMORTIZED  UNREALIZED UNREALIZED  FAIR
                                                       COST     GAINS   LOSSES     VALUE
                                                       ----     -----   ------     -----
                                                             (DOLLARS IN MILLIONS)
<S>                                               <C>       <C>       <C>     <C>     
  United States Treasury securities and obligations
    of United States government corporations and
    agencies........................              $  59.2    $  2.1     $  -      $  61.3
  Obligations of state and political subdivisions     9.3        .2       .1          9.4
  Debt securities issued by foreign governments       8.3        .3        -          8.6
  Public utility securities.........                351.6      11.4      2.0        361.0
  Other corporate securities........                888.0      34.0      6.4        915.6
  Mortgage-backed securities........                663.7      12.2       .9        675.0
                                                    -----      ----       --        -----
        Total.......................             $1,980.1     $60.2     $9.4     $2,030.9
                                                 ========     =====     ====     ========
</TABLE>

   Actively managed fixed maturity securities, summarized by the source of their
estimated fair value, were as follows at December 31, 1996:

                                                                 Estimated
                                                   Amortized       fair
                                                     COST          VALUE
                                                     ----          -----
                                                   (Dollars in millions)

Nationally recognized pricing services............ $1,516.7       $1,500.4
Broker-dealer market makers.......................    242.9          243.6
Internally developed methods (calculated based
    on a weighted-average current market yield
    of 10.2 percent)..............................     51.2           51.1
                                                   --------       --------
        Total .................................... $1,810.8       $1,795.1
                                                   ========       ========
    

                                      F-22

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

      The following table sets forth actively managed fixed maturity  securities
at December 31, 1996, classified by rating categories.  The category assigned is
the highest rating by a nationally  recognized  statistical rating  organization
or, as to $23.5  million fair value of fixed  maturity  securities  not rated by
such  firms,  the rating  assigned  by the  National  Association  of  Insurance
Commissioners ("NAIC"). For the purposes of this table, NAIC Class 1 is included
in the "A" rating;  Class 2,  "BBB-";  Class 3, "BB-";  and Classes 4-6, "B+ and
below":

   
                                                     PERCENT OF PERCENT OF
INVESTMENT  FIXED                                     TOTAL
  RATING  MATURITIES                                INVESTMENTS
  ------  ----------                                -----------
AAA   ..............................................   37%       28%
AA    ...............................................   6         5
A     ...............................................  21        15
BBB+  ...............................................   9         6
BBB   ...............................................  13        10
BBB-  ...............................................   7         5
                                                     ----      ----
    

      Investment-grade...............................  93        69
                                                     ----      ----

   
BB+   ...............................................   1         1
BB    ...............................................   1         1
BB-   ...............................................   2         2
B+ and below ........................................   3         2
                                                     ----      ----

      Below investment-grade.........................   7         6
                                                     ----      ----

        Total actively managed fixed maturities...... 100%       75%
                                                      ====     ====

      Below   investment-grade   actively  managed  fixed  maturity  securities,
summarized  by the amount  their  amortized  cost  exceeds  fair value,  were as
follows at December 31, 1996:

                                                                 ESTIMATED
                                                     AMORTIZED     FAIR
                                                       COST        VALUE
                                                       ----        -----
                                                     (Dollars in millions)

Amortized cost exceeds fair value by more than 15%..$    3.1  $    1.7
Amortized cost exceeds fair value by more than 
  5% but not more than 15%                              18.4      16.8
All others..........................................   111.1     113.3

        Total.......................................$  132.6  $  131.8
                                                    ========  ========

      The Company had no fixed maturity  investments in technical or substantive
default as of December  31,  1996.  The  Company  recorded  writedowns  of fixed
maturity  investments  and other invested  assets  totaling $.8 million in 1996,
$1.6  million  in 1995 and $1.0  million  in 1994,  as a result  of  changes  in
conditions  which  caused it to  conclude  the  decline in the fair value of the
investment  was other than  temporary.  As of December 31,  1996,  there were no
fixed maturity  investments about which the Company had serious doubts as to the
ability of the issuer to comply with the contractual  terms of their obligations
on a timely basis.  Investment  income foregone due to defaulted  securities was
$.2 million in 1996,  $.1 million in the four months ended December 31, 1995 and
$1.3 million in 1994.  There was no investment  income foregone due to defaulted
securities during the eight months ended August 31, 1995.

      Actively   managed  fixed  maturity   securities  at  December  31,  1996,
summarized by contractual maturity date, are shown below. Actual maturities will
differ from contractual  maturities because borrowers may have the right to call
or prepay  obligations with or without call or prepayment  penalties and because
most  mortgage-backed  securities provide for periodic payments throughout their
lives.
    

                                      F-23

<PAGE>

   
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

                                                               ESTIMATED
                                                    AMORTIZED    FAIR
                                                       COST     VALUE
                                                       ----     -----
                                                    (DOLLARS IN MILLIONS)

Due in one year or less..........................$    10.7   $  10.6
Due after one year through five years............    102.3     103.1
Due after five years through ten years...........    314.7     313.5
Due after ten years..............................    804.8     793.5
                                                 ---------   -------
       Subtotal..................................  1,232.5   1,220.7
Mortgage-backed securities.......................    578.3     574.4
                                                 ---------   -------
       Total .................................... $1,810.8  $1,795.1
                                                 =========  ========

      Net investment income consisted of the following:

                                Year     Four months Eight months    Year
                                ended        ended       ended      ended
                             December 31, December 31, August 31, December 31,
                                  1996        1995        1995        1994
                                  ----        ----        ----        ----
                                            (Dollars in millions)
Actively managed fixed maturity 
 securities                     $146.4       $53.9      $110.2      $157.9
Mortgage loans.................   11.8         4.8         8.0        13.0
Credit-tenant loans ...........    7.2         1.7         4.1         3.8
Policy loans...................    5.0         1.9         3.5         5.2
Short-term investments.........    2.3          .8         1.9         3.8
Other invested assets..........   11.4          .3         1.6         3.2
Separate accounts..............   35.6        11.3         7.9         2.3
                                ------       -----      ------      ------
    Gross investment income....  219.7        74.7       137.2       189.2
Investment expenses............    1.3          .5          .8         1.3
                                ------       -----      ------      ------
    Net investment income...... $218.4       $74.2      $136.4      $187.9
                                ======       =====      ======      ======
                                                                  
    The Company did not have any fixed maturity  investments  and mortgage loans
not accruing investment income in 1996, 1995 and 1994.
    

                                      F-24

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
   The proceeds from sales of actively  managed fixed maturity  securities  were
$938.3  million in 1996,  $512.5  million in the four months ended  December 31,
1995,  $406.0  million in the eight  months  ended  August  31,  1995 and $578.3
million in 1994. Net investment gains consisted of the following:

                                Year     Four months  Eight months    Year
                                ended       ended        ended        ended
                            December 31,  December 31, August 31,  December 31,
                                  1996       1995        1995         1994
                                  ----       ----        ----          ----
                                        (Dollars in millions)
Fixed maturities:

   Gross gains.................   $16.6       $16.5        $14.4        $17.6
   Gross losses................    (9.2)       (2.2)        (2.3)        (9.3)
   Other than temporary decline in                                     
     fair value                     (.2)        (.4)        (1.2)        (1.0)
                                  -----       -----         -----        -----
    Net investment gains from                                          
      fixed maturities                                                 
      before expenses..........     7.2        13.9          10.9          7.3
Mortgage loans.................       -          -            (.2)           -
Other  ........................       -          -           (1.0)        (3.1)
Other than temporary                                                   
      decline in fair value....     (.6)         -              -            -
                                  -----       -----         -----        -----
    Net investment gains                                               
     before expenses...........     6.6        13.9           9.7          4.2
Investment gain expenses.......     3.9         1.4           2.4          4.0
                                  -----       -----         -----        -----
    Net investment gains.......   $ 2.7       $12.5         $ 7.3        $  .2
                                  =====       =====         =====        =====

                                                               
   The  change in net  unrealized  appreciation  (depreciation)  on  investments
consisted of the following:

                                Year     Four months  Eight months    Year
                                ended       ended        ended        ended
                            December 31,  December 31, August 31,  December 31,
                                  1996       1995        1995         1994
                                  ----       ----        ----          ----
                                        (Dollars in millions)
Actively managed fixed 
  maturities ..................  $(66.5)   $45.5       $164.1       $(254.9)
Other invested assets..........    (1.3)      .1          5.1          (3.2)
                                =======   ======        =====          ====
       Subtotal................   (67.8)    45.6        169.2        (258.1)
Less effect on other 
  balance sheet accounts:
   Cost of policies purchased..    36.6    (26.3)       (64.1)         93.1
   Cost of policies produced...     4.5     (2.7)       (12.0)         27.6
   Income taxes................     9.7     (6.1)       (34.1)         49.1
                                =======   ======        =====          ====

Change in net unrealized appreciation
   (depreciation) of securities  $(17.0)   $10.5      $  59.0         $(88.3)
                                =======   ======        =====          ====
    

                                      F-25

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

                         ------------------------------
   
      Investments in mortgage-backed  securities at December 31, 1996,  included
collateralized   mortgage   obligations   ("CMOs")   of   $221.6   million   and
mortgage-backed  pass-through  securities of $352.8 million. CMOs are securities
backed by pools of pass-through  securities and/or mortgages that are segregated
into sections or "tranches." These securities provide for sequential  retirement
of  principal,  rather than the pro rata share of principal  return which occurs
through regular monthly principal payments on pass-through securities.

      The following table sets forth the par value, amortized cost and estimated
fair  value of  investments  in  mortgage-backed  securities  including  CMOs at
December 31, 1996, summarized by interest rates on the underlying collateral:

                                                Par  Amortized Estimated
                                                VALUE   COST   FAIR VALUE
                                                -----   ----   ----------
                                                  (Dollars in millions)

Below 7 percent ...........................    $209.6  $205.1   $201.5
7 percent - 8 percent......................     247.4   241.5    240.6
8 percent - 9 percent......................      70.9    69.7     69.3
9 percent and above........................      60.1    62.0     63.0
                                               ------  ------   ------
   Total mortgage-backed securities........    $588.0  $578.3   $574.4
                                               ======  ======   ======

      The amortized cost and estimated fair value of mortgage-backed  securities
including  CMOs at December 31,  1996,  summarized  by type of security  were as
follows:

                                                    ESTIMATED FAIR VALUE
                                                                      PERCENT
                                               AMORTIZED             OF FIXED
                                                 COST     AMOUNT    MATURITIES
                                                 ----     ------    ----------
TYPE                                                  (Dollars in millions)
- ----

Pass-throughs and sequential and
   targeted amortization classes............   $458.7        $454.9        25%
Accrual (Z tranche) bonds....................     9.6           9.7         1
Planned amortization classes and accretion
 directed bonds                                  77.2         76.7          4
Subordinated classes ........................    32.8         33.1          2
                                                 ----         ----        ---
        Total mortgage-backed securities.....  $578.3       $574.4         32%
                                               ======       ======        ===

      The following table sets forth the amortized cost and estimated fair value
of  mortgage-backed  securities as of December 31, 1996,  based upon the pricing
source used to determine estimated fair value:

                                                               ESTIMATED
                                                     AMORTIZED  FAIR
                                                       COST     VALUE
                                                       ----     -----
                                                    (DOLLARS IN MILLIONS)

Nationally recognized pricing services ............. $515.1  $511.3
Broker-dealer market makers.........................   52.7    52.5
Internally developed methods (calculated based on a
       weighted-average current market yield of 
          7.4 percent) .............................   10.5    10.6
                                                     ------  ------
        Total mortgage-backed securities............ $578.3  $574.4
                                                     ======  ======
    
                                      F-26

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
       At December  31,  1996,  no  mortgage  loans or  credit-tenant  loans had
defaulted  as  to  principal  or  interest  for  more  than  60  days,  were  in
foreclosure,   had  been  converted  to  foreclosed  real  estate  or  had  been
restructured while the Company owned them. At December 31, 1996, the Company had
a loan loss reserve of $.9 million.  Approximately  30 percent,  18 percent,  16
percent and 6 percent of the mortgage loan balance were on properties located in
California,  Indiana, Texas and Florida,  respectively. No other state comprised
greater than 5 percent of the mortgage loan balance.

       As part of its  investment  strategy,  the Company  enters  into  reverse
repurchase  agreements and  dollar-roll  transactions  to increase its return on
investments and improve its liquidity.  These  transactions are accounted for as
short-term  borrowings  collateralized  by pledged  securities  with book values
approximately  equal to the loan value. Such borrowings  averaged  approximately
$115.3  million  during 1996 compared to $84.4 million during 1995. The weighted
average  interest rate on short-term  collateralized  borrowings was 5.3 percent
and 5.4 percent during 1996 and 1995, respectively.  The primary risk associated
with  short-term  collateralized  borrowings  is that the  counterparty  will be
unable to perform  under the terms of the contract.  The  Company's  exposure is
limited to the excess of the net  replacement  cost of the  securities  over the
value of the  short-term  investments  (which was not  material at December  31,
1996). The Company believes that the  counterparties  to its reverse  repurchase
and dollar-roll agreements are financially responsible and that the counterparty
risk is minimal.

       Investments on deposit for regulatory authorities as required by law were
$17.1 million at December 31, 1996.

       No  investments  of a single  issuer  were in  excess  of 10  percent  of
shareholder's  equity at December 31,  1996,  other than  investments  issued or
guaranteed by the United States government.

4.    INSURANCE LIABILITIES

      Insurance liabilities consisted of the following:

                                                    INTEREST
                           WITHDRAWAL  MORTALITY      RATE        DECEMBER 31,
                                                                 ---------------
                           ASSUMPTION  ASSUMPTION   ASSUMPTION    1996      1995
                           ----------  ----------   ----------    ----      ----
                                                           (DOLLARS IN MILLIONS)
Future policy benefits:
    Investment contracts.     N/A        N/A        (b)    $1,282.1    $1,346.5
    Limited-payment contracts None       (a)         8%       105.3        96.7
    Traditional life                                                  
      insurance             Company                                   
      contracts.......... experience     (a)         8%       146.2       153.5
    Universal life-type                                               
      contracts              N/A         N/A        N/A       354.4       367.6
Claims payable and other                                              
    policyholders' funds.    N/A         N/A        N/A        69.5        74.8
                                                           --------    --------
       Total.............                                  $1,957.5     $2,039.1
                                                           ========    ========


- --------------------
(a)  Principally  modifications of the 1975-80 Basic Table,  Select and Ultimate
     Table.
    

(b)  At December 31, 1996 and 1995,  approximately  98 percent of this liability
     represented account balances where future benefits were not guaranteed. The
     weighted  average  interest  rate  on the  remainder  of  the  liabilities,
     representing  the  present  value  of  guaranteed   future  benefits,   was
     approximately 7 percent at December 31, 1996.

                                      F-27

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
      Participating policies represented  approximately 3.5 percent, 3.7 percent
and 3.6 percent of total life insurance in force at December 31, 1996,  1995 and
1994,  respectively,  and approximately 2.7 percent, 2.4 percent and 7.5 percent
of  premium  income  for  1996,  1995  and  1994,  respectively.   Dividends  on
participating  policies amounted to $1.9 million,  $1.8 million and $1.7 million
in 1996, 1995 and 1994, respectively.


5.    REINSURANCE

   Cost of reinsurance ceded where the reinsured policy contains mortality risks
totaled $24.6 million in 1996,  $29.1 million in 1995 and $35.3 million in 1994.
This  cost  was  deducted  from  insurance  premium  revenue.   The  Company  is
contingently  liable for claims  reinsured if the assuming  company is unable to
pay.  Reinsurance  recoveries  netted against  insurance policy benefits totaled
$19.4 million in 1996, $19.5 million in 1995 and $27.5 million in 1994.

   Effective October 1, 1995,  Western National Life Insurance Company, a former
subsidiary  of  Conseco,  recaptured  certain  annuity  businesses  ceded to the
Company  through a reinsurance  agreement.  Reserves  related to these  policies
totaled $72.8 million.  Recapture fees of $.7 million were  recognized as income
during the four months ended December 31, 1995.

   The Company's reinsurance receivable balance at December 31, 1996, relates to
many reinsurers. No balance from a single reinsurer exceeds $7.0 million.

6.    INCOME TAXES

      Income tax liabilities consisted of the following:

                                                          DECEMBER 31,
                                                    ---------------------
                                                    1996             1995
                                                    ----             ----
                                                    (Dollars in millions)
Deferred income tax liabilities (assets):
   Cost of policies purchased and cost of policies
      produced                                     $60.3            $44.7
   Investments..................................    (3.3)             8.6
   Insurance liabilities........................   (19.7)           (21.7)
   Unrealized appreciation (depreciation).......    (2.5)             7.2
   Other........................................    (5.0)            (7.7)

      Deferred income tax liabilities...........    29.8             31.1
Current income tax liabilities..................     -                7.9
                                                    ----             ----
      Income tax liabilities....................   $29.8            $39.0
                                                   =====            =====

Income tax expense was as follows:

                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                          (Dollars in millions)

Current tax provision............  $10.5   $11.9        $19.9         $20.0
Deferred tax provision (benefit).    4.9    (2.2)        (3.4)          2.7
                                   -----  ------        -----         -----
      Income tax expense.........  $15.4  $  9.7        $16.5         $22.7
                                   =====  ======        =====         =====
    

                                      F-28

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
      Income tax expense differed from that computed at the applicable statutory
rate of 35 percent for the following reasons:

                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                          (Dollars in millions)

Federal tax on income before income taxes at

   statutory rate.................  $14.4    $9.0        $15.6         $21.5
State taxes and other.............     .6      .5           .4            .5
Nondeductible items...............     .4      .2           .5            .7
                                    -----    ----        -----         -----
    Income tax expense............  $15.4    $9.7        $16.5         $22.7
                                    =====    ====        =====         =====

      The Company is currently  being examined by the Internal  Revenue  Service
for the 1994 tax year. The Company believes that the outcome of this examination
will  not have a  material  impact  on its  financial  position  or  results  of
operations.

7.    RELATED PARTY TRANSACTIONS

      The Company  operates  without  direct  employees  through  management and
service  agreements  with  subsidiaries  of  Conseco.  Fees  for  such  services
(including  data  processing,  executive  management and  investment  management
services)  were based on negotiated  rates for periods prior to January 1, 1996.
Pursuant  to new service  agreements  effective  January 1, 1996,  such fees are
based on Conseco's direct and directly allocable costs plus a 10 percent margin.
Total fees incurred by the Company under such  agreements  were $44.1 million in
1996, $26.6 million in 1995 and $25.1 million in 1994.

      During 1996, the Company purchased $31.5 million par value of senior
subordinated notes issued by subsidiaries of Conseco.  Such notes had a
carrying value of $34.7 million at December 31, 1996, and are classified as
"other invested assets" in the accompanying balance sheet.  In addition,
during 1996, the Company forgave receivables from Conseco totaling $9.9
million.  This transaction is reflected as a dividend to Conseco in the
accompanying statement of shareholder's equity.
    

                                      F-29

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

8.    OTHER OPERATING INFORMATION

      Insurance policy income consisted of the following:



                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                          (Dollars in millions)

Direct premiums collected.........$241.3   $ 82.8          $158.6     $ 240.3
Reinsurance assumed...............   1.7       .7             2.0         3.1
Reinsurance ceded................. (24.6)   (11.2)          (17.9)      (35.3)
                                  ------    -----         ------      ------ 
    Premiums collected, net 
     of reinsurance .............. 218.4     72.3           142.7       208.1
Less premiums on universal life 
and products without
   mortality risk which are
   recorded as additions to
   insurance liabilities..........(169.8)   (50.8)        (104.4)     (146.0)
                                  ------    -----         ------      ------ 
    Premiums on products with 
     mortality and morbidity
     risk, recorded as insurance 
     policy income ...............  48.6      21.5          38.3        62.1
Fees and surrender charges........  32.8      10.3          22.2        36.5
                                  ------     -----        ------      ------ 
      Insurance policy income.....$ 81.4    $ 31.8       $  60.5    $   98.6
                                  ========  ======       =======    ========

      The  four  states  with  the  largest  shares  of the  Company's  premiums
collected in 1996 were Texas (29 percent),  Florida (19 percent),  California (9
percent) and Michigan (7 percent).  No other state's share of premiums collected
exceeded 5 percent.

      Other operating costs and expenses were as follows:

                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                          (Dollars in millions)

Policy maintenance expense........ $37.8   $  6.5        $14.0        $19.0
State premium taxes and guaranty                                     
 assessments .....................   4.4      1.6          1.1          3.0
Commission expense................  12.1      5.0          8.6         15.3
                                  ------  -------       ------       ------
      Other operating costs                                          
       and expenses .............. $54.3    $13.1        $23.7        $37.3
                                  ======  =======       ======       ====== 

      Anticipated  returns  from the  investment  of  policyholder  balances are
considered in determining the amortization of the cost of policies purchased and
cost of policies produced. Sales of fixed maturity investments during 1996, 1995
and 1994,  changed the incidence of profits on such policies because  investment
gains and losses were recognized currently and the expected future yields on the
investment of policyholder balances were affected. Accordingly,  amortization of
the cost of policies  purchased  and cost of policies  produced was increased by
$2.5 million in 1996,  $10.0 million in the four months ended December 31, 1995,
$4.3 million for the eight  months  ended  August 31, 1995,  and $2.7 million in
1994.
    
                                      F-30

<PAGE>

                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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

   
      The changes in the cost of policies purchased were as follows:
    

                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                          (Dollars in millions)

   
Balance, beginning of period...... $120.0   $159.0       $173.9        $  93.0
   Amortization related to operations:                                
    Cash flow realized............  (26.2)    (9.4)       (19.1)         (30.4)
    Interest added................   13.1      5.0         12.7           20.8
   Amortization related to sales                                      
    of fixed maturity                                                 
    investments...................   (2.2)    (8.3)        (3.4)          (2.6)
   Amounts related to fair value                                      
    adjustment of actively                                            
    managed fixed maturity                                            
    securities....................   36.6    (26.3)       (64.1)          93.1
   Adjustment of balance due to                                       
    new accounting                                                    
    basis and other...............    1.7      -           59.0            -
                                    -----    -----       ------         ------
Balance, end of period............ $143.0   $120.0       $159.0         $173.9
                                   ======   ======       ======         ======
                                                                
      Based on current  conditions  and  assumptions  as to future events on all
policies in force,  approximately  9.2 percent,  9.2 percent,  8.3 percent,  7.3
percent  and 6.7 percent of the cost of policies  purchased  as of December  31,
1996, are expected to be amortized in each of the next five years, respectively.
The discount  rates used to determine the  amortization  of the cost of policies
purchased ranged from 5 percent to 8 percent and averaged 5.5 percent.

      The changes in the cost of policies produced were as follows:

                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                               (Dollars in millions)

Balance, beginning of period...... $24.0    $25.9      $  63.2        $30.8
   Additions......................  13.2      3.0          6.6          9.4
   Amortization related to                                          
     operations ..................  (3.2)     (.5)        (4.0)        (4.5)
   Amortization related to sales                                    
     of fixed maturity investments   (.3)    (1.7)         (.9)         (.1)
   Amounts related to fair value                                    
     adjustment of actively                                         
     managed fixed maturity                                         
     securities ..................   4.5     (2.7)       (12.0)        27.6
   Adjustment of balance due                                        
     to new accounting basis          -        -         (27.0)          -
                                   -----    -----      -------        -----
Balance, end of period............ $38.2    $24.0      $  25.9        $63.2
                                   =====    =====      =======        =====
    

                                      F-31

<PAGE>
                    GREAT AMERICAN RESERVE INSURANCE COMPANY

                          Notes to Financial Statements

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


9.    STATEMENT OF CASH FLOWS

   
      Income taxes paid during 1996,  1995, and 1994, were $18.1 million,  $19.3
million and $20.3 million, respectively.

      Short-term  investments having original maturities of three months or less
are  considered  to be cash  equivalents.  All cash is  invested  in  short-term
investments.
    

10.   STATUTORY INFORMATION

   
      Statutory  accounting  practices  prescribed  or permitted  for  insurance
companies by regulatory  authorities differ from generally  accepted  accounting
principles. The Company reported the following amounts to regulatory agencies:
    

                                                     DECEMBER 31,
                                                    1996     1995
                                                    ----     ----
                                                 (Dollars in millions)

   
    Statutory capital and surplus..................$140.3     $156.2
    Asset valuation reserve ("AVR")................  28.7       26.2
    Interest maintenance reserve ("IMR")...........  63.1       64.7
                                                   ------     ------
       Total.......................................$232.1     $247.1
                                                   ======     ======

   Statutory  accounting  practices  classify  certain  segregated  portions  of
surplus, called AVR and IMR, as liabilities. The purpose of these accounts is to
stabilize  statutory net income and surplus  against  fluctuations in the market
value  and  creditworthiness  of  investments.  The IMR  captures  all  realized
investment  gains and  losses  resulting  from  changes  in  interest  rates and
provides for subsequent  amortization  of such amounts into statutory net income
on a basis  reflecting  the remaining  life of the assets sold. The AVR captures
investment gains and losses related to changes in  creditworthiness  and is also
adjusted each year based on a formula related to the quality and loss experience
of the investment portfolio.

   The following  table  compares the pre-tax  income  determined on a statutory
accounting basis with such income reported herein in accordance with GAAP:
    

                                      F-32

<PAGE>

   
                                   Year  Four months  Eight months     Year
                                  ended      ended        ended        ended
                              December 31, December 31, August 31,  December 31,
                                    1996     1995         1995        1994
                                    ----     ----         ----        ----
                                               (Dollars in millions)

Pre-tax income as reported on a
   statutory accounting
   basis before transfers to 
   and from and
   amortization of the IMR........ $40.2    $ 33.6      $ 50.2      $ 58.6
    
                                                                  
GAAP adjustments:                                                 
                                                                  
   
   Investments valuation..........   4.9      (3.3)         .8         7.5
   Amortization related to                                        
      operations ................. (17.8)     (5.3)      (11.7)      (16.0)
   Amortization related to                                        
     investment gains ............  (2.5)    (10.0)       (4.3)       (2.7)
   Deferral of cost of policies                                   
     produced ....................  13.2      3.06          .6         9.4
   Insurance liabilities..........   3.2       5.1         2.5         2.5
   Other..........................   (.1)      2.7          .6         2.2
                                   -----      ----       -----      -------
      Net effect of GAAP adjustments  .9      (7.8)       (5.5)        2.9
                                                                  
      GAAP pre-tax income......... $41.1    $ 25.8      $ 44.7      $ 61.5
                                   =====    ======      ======      ======

   State insurance laws generally restrict the ability of insurance companies to
pay dividends or make other  distributions.  Approximately  $32.7 million of the
Company's net assets at December 31, 1996,  are available  for  distribution  in
1997 without permission of state regulatory authorities.
    

                                      F-33

<PAGE>

                                     PART C

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

   
     (a)  The financial  statements of Great American Reserve  Insurance Company
          and Great American Reserve Variable Annuity Account E are contained in
          Part B of this Registration Statement.
    

     (b)  Exhibits

                    (1)  -Resolution of the Board of Directors of Great American
                    Reserve  authorizing the  establishment  of Variable Account
                    dated November 12, 1993, incorporated herein by reference to
                    Exhibit 1 to the  Registration  Statement  on Form N-4 (File
                    No. 33-74092) filed on January 13, 1994.

                    (2) -Not Applicable.

                    (3) -Form of Principal  Underwriting  Agreement by and among
                    Great American  Reserve,  Variable  Account and GARCO Equity
                    Sales,  incorporated herein by reference to Exhibit 3 to the
                    Registration Statement on Form N-4 (File No. 33-74092) filed
                    on January 13, 1994.

                    (4)(a)  --  Form  of   Individual   Fixed/Variable   Annuity
                    Contract,  incorporated  herein by reference to Exhibit 4(a)
                    to the  Registration  Statement  on Form N-4 (File  No.  33-
                    74092) filed on January 13, 1994.

                    (4)(b)  -- Form of Group  Fixed/Variable  Annuity  Contract,
                    incorporated  herein by  reference  to  Exhibit  4(b) to the
                    Registration Statement on Form N-4 (File No. 33-74092) filed
                    on January 13, 1994.

                    (5)  -Application  for  Contracts,  incorporated  herein  by
                    reference to Exhibit 5 to the Registration Statement on Form
                    N-4 (File No. 33-74092) filed on January 13, 1994.

                                       C-1

<PAGE>

                    (6) -Articles of Incorporation and By-Laws of Great American
                    Reserve,  incorporated  herein by  reference to Exhibit 6 to
                    the  Registration  Statement on Form N-4 (File No. 33-74092)
                    filed on January 13, 1994.

                    (7) -Not Applicable.

                    (8) -Not Applicable.

                    (9) -Opinion and Consent of Counsel filed herewith.

                    (10) -- Consent of Independent Accountants filed herewith.

                    (11) -- Not Applicable.

                    (12) -- None.

                    (13) -- Schedule for  computation of performance  quotations
                    filed herewith.

                    (14) -- Financial Data Schedule

ITEM 25.  DIRECTORS AND OFFICERS OF GREAT AMERICAN RESERVE

              The following table sets forth certain  information  regarding the
executive  officers  of Great  American  Reserve  who are  engaged  directly  or
indirectly  in  activities  relating to the Variable  Account or the  Contracts.
Their principal  business address is 11815 N.  Pennsylvania  Street,  Carmel, IN
46032.

<TABLE>
<CAPTION>
   
                                                                   Positions and Offices
          Name                                                      with Great American Reserves
- --------------------------                                         -----------------------------
<S>                                                              <C>
     Stephen C. Hilbert                                           Director, Chairman of the Board

     Donald F. Gongaware                                          Director, President and Chief
                                                                  Executive Officer
                                                                  (Principal Executive Officer)

     Rollin M. Dick                                               Director, Executive Vice President
                                                                  (Prinicipal Financial and Accounting
                                                                  Officer)

     Lawrence W. Inlow                                            Director, Executive Vice President,
                                                                  General Counsel

     James S. Adams                                               Senior Vice President and Treasurer
</TABLE>

                                      C-2

<PAGE>

ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

     The following information concerns those companies that may be deemed to be
controlled  by or under common  control with  Registrant  (all 100% owned unless
indicated otherwise):

     CONSECO, INC. (Indiana) - (publicly traded)
         CIHC, Incorporated (Delaware)
              Bankers National Life Insurance Company (Texas)
                      National Fidelity Life Insurance Company (Missouri)
              Bankers Life Insurance Company of Illinois (Illinois)
                      Bankers Life & Casualty Company (Illinois)
                               Certified Life Insurance Company (California)
              Jefferson National Life Insurance Company of Texas (Texas)
                      Beneficial Standard Life Insurance Company (California)
              Great American Reserve Insurance Company (Texas)
      American Life Holdings, Inc. (Delaware)
              American Life Holding Company (Delaware)
                       American Life and Casualty Insurance Company (Iowa)
                                Vulcan Life Insurance Company (Alabama) - (98%)
      Life Partners Group, Inc. (Delaware)
              Wabash Life Insurance Company (Kentucky)
                    Massachusetts General Life Insurance Company (Massachusetts)
                    Philadelphia Life Insurance Company (Pennsylvania)
                                Lamar Life Insurance Company (Mississippi)
      American Travellers Life Insurance Company (Pennsylvania)
              United General Life Insurance Company (Texas)
              American Travellers Insurance Company of New York (New York)
 Intermediate Holdings, Inc. (Delaware)


                                      C-3
<PAGE>

   THD, Inc. (Delaware)
              TLIC Life Insurance Company (Texas)
                    Transport Life Insurance Company (Texas)
                                Continental Life Insurance Company (Texas)
 Capitol American Financial Corporation (Ohio)
      Capitol Insurance Company of Ohio (Ohio)
      Capitol American Life Insurance Company (Arizona)

                      Frontier National Life Insurance Company (Ohio)
                      Capitol National Life Insurance Company (Ohio)
         Conseco Capital Management, Inc. (Delaware)
         Conseco Equity Sales, Inc. (Texas)
         Conseco Financial Services, Inc. (Pennsylvania)
         Conseco Marketing, LLC (Indiana)
         Conseco Services, LLC (Indiana)
         Lincoln American Life Insurance Company (Tennessee)
         Marketing Distribution Systems, Consulting Group, Inc. (Delaware)
              MDS of New Jersey, Inc. (New Jersey)
              MDS Securities Incorporated (Delaware)
              Bankmark School of Business, Inc. (Delaware)
         Conseco Series Trust (Massachusetts)*
         Conseco Fund Group (Massachusetts) (publicly held)**

*    The shares of Conseco Series Trust  currently are sold to Bankers  National
     Variable  Account B, Great American Reserve Variable Annuity Account C, and
     Great American  Reserve  Variable  Annuity Account E, each being segregated
     asset accounts  established  pursuant to Texas law by Bankers National Life
     Insurance   Company  and  Great   American   Reserve   Insurance   Company,
     respectively.

**   The  shares  of the  Conseco  Fund  Group are sold to the  public;  Conseco
     affiliates currently hold in excess of 95% of its shares.
    

                                       C-4

<PAGE>

ITEM 27.  NUMBER OF CONTRACT OWNERS

   
     As of March 31, 1997, Registrant has 4,274 contract owners.
    

ITEM 28.  INDEMNIFICATION

     The Board of Directors of Great  American  Reserve is  indemnified by Great
American  Reserve against claims and liabilities to which such person may become
subject  by  reason of  having  been a member of such  Board or by reason of any
action  alleged to have been taken or  omitted  by him as such  member,  and the
member shall be indemnified for all legal and other expenses reasonably incurred
by  him  in  connection   with  any  such  claim  or  liability;   however,   no
indemnification  shall be made in connection with any claim or liability  unless
such person (i) conducted  himself in good faith, (ii) in the case of conduct in
his official capacity as a member of the Board of Directors, reasonably believed
that his conduct was in the best  interests  of  Variable  Account,  and, in all
other cases reasonably believed that his conduct was at least not opposed to the
best  interests  of  Variable  Account,  and  (iii) in the case of any  criminal
proceeding, had no reasonable cause to believe that his conduct was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  members  of  Great  American  Reserve's  Board of
Directors,  officers and controlling  persons of the Registrant  pursuant to the
provisions described under  "Indemnification"  or otherwise,  the Registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than payment by the Registrant of expenses  incurred or
paid by a member of the Board of Directors, officer or controlling person of the
Registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such member of the Board of Directors, officer or controlling person
in connection with the securities being registered,  the 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 Act and
will be governed by the final adjudication of such issue.

                                      C-5
<PAGE>


     The  Variable  Account  has  no  officers  or  employees.  Employees  of an
affiliated company who perform administrative  services for the Variable Account
are covered by an officers and directors liability policy.

ITEM 29.  PRINCIPAL UNDERWRITER

   
     Conseco  Equity  Sales  acts as  principal  underwriter  for  the  Variable
Account,  and also acts as  principal  underwriter  for Great  American  Reserve
Variable  Annuity  Account C and Conseco Fund Group.  The  following  table sets
forth certain information  regarding such underwriter's  officers and directors.
Their address is 11815 N. Pennsylvania Street, Carmel, IN 46032.

                                        POSITIONS AND OFFICES
        NAME                             WITH CONSECO EQUITY SALES, INC.
- --------------------                    --------------------------------

L. Gregory Gloeckner                    President and Director

                                        Senior Vice President and
James S. Adams                          Treasurer

                                        Vice President, Senior Counsel and
William P. Latimer                      Secretary, Chief Compliance Officer
    


<TABLE>
<CAPTION>
                          NET UNDERWRITING       COMPENSATION ON
NAME OF                   DISCOUNTS AND          REDEMPTION OR             BROKERAGE
PRINCIPAL UNDERWRITER     COMMISSIONS            ANNUITIZATION             COMMISSIONS       COMPENSATION*
- ---------------------     -----------            -------------             -----------       -------------
<S>                           <C>                        <C>                       <C>              <C>
   
Conseco Equity                 None                       None                      None             None
Sales, Inc.
</TABLE>
    


*Fees paid by Great American Reserve for serving as underwriter


   
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

     The accounts,  books, or other  documents  required to be maintained by the
Registrant  pursuant to Section 31(a) of the Investment  Company Act of 1940 and
the rules promulgated thereunder are in the possession of Great American Reserve
Insurance Company.
    


                                      C-6
<PAGE>



ITEM 31.  MANAGEMENT SERVICES

     Not Applicable.

ITEM 32.  UNDERTAKINGS

     1. The Registrant hereby  undertakes to file a post-effective  amendment to
this  registration  statement as  frequently  as is necessary to ensure that the
audited financial  statements in the registration  statement are never more than
16 months old for so long as payments under the variable  annuity  contracts may
be accepted.

     2. The  Registrant  hereby  undertakes to include either (1) as part of any
application to purchase a contract  offered by the  prospectus,  a space that an
applicant can check to request a Statement of Additional  Information,  or (2) a
postcard  or  similar  written  communication  affixed  to or  included  in  the
prospectus  that the  applicant can remove to send for a Statement of Additional
Information.

     3. The Registrant  hereby undertakes to deliver any Statement of Additional
Information  and any financial  statements  required to be made available  under
Form N-4 promptly upon written or oral request.

     4. The Securities and Exchange  Commission  (the "SEC") issued the American
Counsel of Life Insurance an industry wide  no-action  letter dated November 28,
1988,  stating  that the SEC  would  not  recommend  any  enforcement  action if
registered  separate accounts funding  tax-sheltered  annuity contracts restrict
distributions  to plan  participants  in  accordance  with the  requirements  of
Section 403(b)(11), provided certain conditions and requirements were met. Among
these conditions and  requirements,  any registered  separate account relying on
the no-action position of the SEC must:


                  (1) Include  appropriate  disclosure  regarding the redemption
         restrictions   imposed  by  Section  403(b)(11)  in  each  registration
         statement,  including the prospectus, used in connection with the offer
         of the contract;

                  (2) Include  appropriate  disclosure  regarding the redemption
         restrictions  imposed by Section  403  (b)(11) in any sales  literature
         used in connection with the offer in the contract;

                  (3) Instruct sales representatives who solicit participants to
         purchase the contract specifically to bring the redemption restrictions
         imposed  by  Section  403(b)(11)  to the  attention  of  the  potential
         participants; and


                                      C-7

<PAGE>

                  (4) Obtain from each plan  participant who purchases a Section
         403(b) annuity  contract,  prior to or at the time of such purchase,  a
         signed statement  acknowledging the participant's  understanding of (i)
         the restrictions on redemption imposed by Section 403(b)(11),  and (ii)
         the investment  alternatives  available  under the  employer's  Section
         403(b) arrangement,  to which the participant may elect to transfer his
         contract value.

     The  Registrant  is  relying  on the  no-action  letter.  Accordingly,  the
provisions of paragraphs (1) - (4) above have been complied with.

   
     5. Great American  Reserve  represents  that the fees and charges  deducted
under the  Contracts,  in the  aggregate,  are  reasonable  in  relation  to the
services rendered,  the expenses expected to be incurred,  and the risks assumed
by Great American Reserve.
    

                                      C-8
<PAGE>



                                   SIGNATURES

   
     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant  certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration  Statement to be signed on its behalf, in the city of Carmel, State
of Indiana, on the 29 day of April, 1997.
    

                         GREAT AMERICAN RESERVE VARIABLE ANNUITY
                         ACCOUNT E
                          (Registrant)


                         By: Great American Reserve Insurance Company
                             (Depositor)



   
                         By: /S/ Donald F. Gongaware
                             ----------------------------------------
                             Donald F. Gongaware
                             President and Chief Executive Officer
    



<PAGE>

                                   SIGNATURES


   
     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Depositor  certifies that it meets the requirements for  effectiveness
of this Registration  Statement pursuant to Rule 485(b) under the Securities Act
of 1933 and has duly  caused  this  Registration  Statement  to be signed on its
behalf, in the city of Carmel, of the State of Indiana, on  the 29 day of April,
1997.


                          GREAT AMERICAN RESERVE INSURANCE COMPANY
                          (Depositor)


                          By:  /S/ Donald F. Gongaware
                               -----------------------------------------------
                               Donald F. Gongaware
                               President and Chief Executive Officer
    


     As required by the Securities Act of 1933, this Registration  Statement has
been signed below by the following  persons in the  capacities  and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                       DATE
- ---------                               -----                                       ----
<S>                                                                                 <C> 
   
/S/ STEPHEN C. HILBERT*                  Director, Chairman of the Board            April 29, 1997
- -------------------------               
    Stephen C. Hilbert


/S/ DONALD F. GONGAWARE*                Director, President and Chief               April 29, 1997
- -------------------------               Executive Officer
    Donald F. Gongaware                 (Principal Executive Officer)


/S/ ROLLIN M. DICK*                     Director, Executive Vice President          April 29, 1997
- -------------------------               (Principal Financial and Accounting
    Rollin M. Dick                      Officer)


/S/ LAWRENCE W. INLOW*                  Director, Executive Vice                    April 29, 1997
- -------------------------               President, General Counsel
    Lawrence W. Inlow


/S/ NGAIRE E. CUNEO*                    Director                                    April 28, 1997
- -------------------------
    Ngaire E. Cuneo


* /S/ WILLIAM P. LATIMER
- -------------------------
      William P. Latimer
      Attorney-in-fact
</TABLE>
    


<PAGE>

                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints Karl W. Kindig and William P. Latimer,
jointly and severally, as his or her true and lawful attorney-in-fact and agent,
each with full power of substitution  and  resubstitution  for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
on Form N-4 of Great American  Reserve  Variable  Annuity Account E, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact  or agent or substitute lawfully does or causes
to be done by virtue hereof.

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                       DATE
- ---------                               -----                                       ----
<S>                                     <C>                                        <C> 
   
/S/ STEPHEN C. HILBERT                  Director, Chairman of the Board             April 29, 1997
- ------------------------------          
Stephen C. Hilbert
</TABLE>
    

<PAGE>


   
                                POWER OF ATTORNEY
    


   
     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints Karl W. Kindig and William P. Latimer,
jointly and severally, as his or her true and lawful attorney-in-fact and agent,
each with full power of substitution  and  resubstitution  for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
on Form N-4 of Great American  Reserve  Variable  Annuity Account E, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact  or agent or substitute lawfully does or causes
to be done by virtue hereof.
    

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                       DATE
- ---------                               -----                                       ----
<S>                                     <C>                                        <C> 
   
/S/ DONALD F. GONGAWARE                 Director, President and Chief                        April 29, 1997
- -------------------------               Executive Officer
Donald F. Gongaware                     (Principal Executive Officer)
</TABLE>
    



<PAGE>
       

                                POWER OF ATTORNEY


   
     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints Karl W. Kindig and William P. Latimer,
jointly and severally, as his or her true and lawful attorney-in-fact and agent,
each with full power of substitution  and  resubstitution  for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
on Form N-4 of Great American  Reserve  Variable  Annuity Account E, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact  or agent or substitute lawfully does or causes
to be done by virtue hereof.
    

<TABLE>
<CAPTION>
SIGNATURE                               TITLE                                       DATE
- ---------                               -----                                       ----
<S>                                     <C>                                        <C> 

   
/S/ ROLLIN M. DICK                      Director, Executive Vice President          April 29, 1997
- ------------------------------------    (Principal Financial and Accounting Officer)
Rollin M. Dick                          
</TABLE>
    

<PAGE>


   
                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints Karl W. Kindig and William P. Latimer,
jointly and severally, as his or her true and lawful attorney-in-fact and agent,
each with full power of substitution  and  resubstitution  for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
on Form N-4 of Great American  Reserve  Variable  Annuity Account E, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact  or agent or substitute lawfully does or causes
to be done by virtue hereof.
    

<TABLE>
<CAPTION>
   
SIGNATURE                               TITLE                       DATE
- ---------                               -----                       ----
    
<S>                                     <C>                         <C> 
   
/S/ LAWRENCE W. INLOW                   Director, Executive Vice    April 29, 1997
- ---------------------------             President, General Counsel
    Lawrence W. Inlow                   
    

</TABLE>




<PAGE>
   
                                POWER OF ATTORNEY


     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and appoints Karl W. Kindig and William P. Latimer,
jointly and severally, as his or her true and lawful attorney-in-fact and agent,
each with full power of substitution  and  resubstitution  for him or her and in
his or her name, place and stead, in any and all capacities, to sign any and all
amendments (including  post-effective  amendments) to the Registration Statement
on Form N-4 of Great American  Reserve  Variable  Annuity Account E, and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each said  attorney-in-fact  or agent or substitute lawfully does or causes
to be done by virtue hereof.
    

<TABLE>
   
<CAPTION>
SIGNATURE                               TITLE                 DATE
- ---------                               -----                 ----
    


<S>                                     <C>                   <C> 
   
/S/ NGAIRE E. CUNEO                    Director              April 29, 1997
- --------------------------------
    Ngaire E. Cuneo
</TABLE>
    

<PAGE>



Exhibit                                                   Sequentially
Number                    Exhibit                         Numbered Page
- ------                    -------                         -------------


   
(9)      Opinion and Consent of Counsel.    

(10)     Consent of Independent Accountants.

(13)     Performance Quotations             

(14)     Financial Data Schedule            
    




   
GREAT AMERICAN RESERVE
INSURANCE COMPANY
11815 N. Pennsylvania Street, Carmel, IN  46032


April 28, 1997

Board of Directors
Great American Reserve Insurance Company

Re:  Great American Reserve Variable Annuity Account E
     Registration Statement on Form N-4

Gentlemen and Madam:

         I am Executive Vice  President,  Secretary and General Counsel of Great
American Reserve Insurance Company (the "Company"),  and in such capacity I, and
attorneys under my supervision,  have acted as counsel to Great American Reserve
Variable  Annuity  Account E (the  "Registrant" or "Account") in connection with
the  Registrant's  Form  N-4  Registration  Statement  filing  pursuant  to  the
Securities Act of 1933 (the "Act") and the Investment Company Act of 1940 ("1940
Act").  This opinion is being  furnished  pursuant to the Act in connection with
the  Registrant's  Form N-4  Registration  Statement  relating to the securities
issued in connection with the Account offering  variable annuity  contracts (the
"Registration  Statement").  No fee is payable  because the  Registrant  files a
declaration  of  indefinite  registration  pursuant to Rule 24f-2 under the 1940
Act.

         I, or  attorneys  under my  supervision,  have  examined  copies of the
Registration  Statement and such other documents as we have deemed  necessary or
appropriate for the giving of this opinion. In our examination,  we have assumed
the legal capacity of all natural  persons,  the  genuineness of all signatures,
the authenticity of all documents  submitted to us as originals,  the conformity
to  original  documents  of  all  documents  submitted  to  us as  certified  or
photostatic  copies  and  the  authenticity  of the  originals  of  such  latter
documents.  As to any facts material to the opinions expressed herein which were
not independently  established or verified,  we have relied upon oral or written
statements  and  representations  of officers and other  representatives  of the
Company.

         Based on the foregoing, I am of the opinion that:

          1.   The Account has been duly  organized and is an existing  separate
               account pursuant to the applicable laws of the State of Texas;

          2.   The Account is a unit investment  trust registered under the 1940
               Act;

          3.   The  securities  issued in connection  with the Account  offering
               variable  annuity  contracts,  when  issued as  described  in the
               Registration  Statement will be duly authorized and upon issuance
               will be validly issued, fully paid and non-assessable.

          4.   The  portion  of  assets to be held in the  Account  equal to the
               reserves  and other  liabilities  under the  individual  variable
               annuity  contracts  hereafter to be funded by the Account are not
               chargeable  with  liabilities  arising out of any other  business
               that the Company may conduct.

         I hereby  consent  to the  filing of this  opinion as an exhibit to the
Registration Statement.

Very truly yours,

/S/ LAWRENCE W. INLOW
- ---------------------
Lawrence W. Inlow
Executive Vice President,
Secretary and General Counsel
    




   
                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Great American Reserve Insurance Company


We consent to the inclusion in this registration statement on Form N-4 (File No.
33-74092)  of  our  reports  dated   February  21,  1997  and  March  14,  1997,
respectively,  on our  audits  of the  financial  statements  of Great  American
Reserve Variable Annuity Account E and Great American Reserve Insurance Company.
We also  consent to the  reference  to our firm under the  heading  "Independent
Accountants."

                                                   /S/ COOPERS & LYBRAND, L.L.P.
                                                   -----------------------------
                                                       Coopers & Lybrand, L.L.P.

Indianapolis, Indiana
April 30, 1997
    




                                  Exhibit (13)

                             Performance Quotations

            GREAT AMERICAN RESERVE ASSET ALLOCATION - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245       


<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                        Unit Value         Accum                                                   
                               Accum                        For            Units                                                   
                               Units         Year of      Annual         (Deducted)        Total                       Total       
  End of        Unit         Purchased        Admin      Admin Fee       For Annual        Accum       12/31/96        Accum       
    Qtr         Value        For $1,000        Fee         $0.00         Admin Fee         Units      Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>           <C>              <C>           <C>         <C>              <C>              <C>         <C>           <C>           
   1995       1.342379         744.946       1995        1.196932         0.000            744.946     1.698128      1,265.01      
   1994       1.035219         965.979       1994        0.000000         0.000            965.979     1.698128      1,640.36      
 Incept       1.000000       1,000.000        N/A        0.000000         0.000          1,000.000     1.698128      1,698.13      

</TABLE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------    
                                                                            Total Accum        Average           
                                             Total Accum                    Value After         Annual           
                                             Value After        Full         Deduction          Total            
             Surrender                        Deduction      Surrender          For             Return           
  End of      Charge         Surrender        For Surr         Admin         Admin Fee             n             
    Qtr        Calc            Charge          Charge           Fee           (ERV)          P(1+T) = ERV        
- -------------------------------------------------------------------------------------------------------------    

<S>             <C>             <C>             <C>            <C>           <C>                 <C>             
   1995                                         1,265.01       0.00          1,265.01            26.50%          
   1994                                         1,640.36       0.00          1,640.36            28.08%          
 Incept                                         1,698.13       0.00          1,698.13            24.28%          
                                                                                                  Incep          

</TABLE>

<PAGE>
                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                         ALGER AMERICAN LEVERAGE ALLCAP
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>            <C>       <C>                  <C>              <C>         <C>           <C>          
  1995      1.407908         710.274        1995      1.185715             0.000            710.274     1.555302      1,104.69     
 Incep      1.000000       1,000.000         N/A      0.000000                            1,000.000     1.555302      1,555.30     

</TABLE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------- 
                                          Total Accum                      Value after       Average Annual     
            Surrender                     Value after         Full        Deduction for       Total Return      
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n           
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV      
- --------------------------------------------------------------------------------------------------------------- 

<S>            <C>           <C>            <C>               <C>            <C>                   <C>           
  1995                                      1,104.69          0.00           1,104.69              10.47%        
 Incep                                      1,555.30          0.00           1,555.30              32.11%        

</TABLE>


<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       ALGER AMERICAN SMALL CAPITALIZATION
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>           <C>         <C>                 <C>             <C>          <C>            <C>         
   1995     1.218931         820.391       1995        1.136306            0.000           820.391      1.252107       1,027.22    
  Incep     1.000000       1,000.000        N/A        0.000000                          1,000.000      1.252107       1,252.11    

</TABLE>



<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------    
                                          Total Accum                      Value after       Average Annual        
            Surrender                     Value after         Full        Deduction for       Total Return         
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- ---------------------------------------------------------------------------------------------------------------    
                                                                                                                   
<S>            <C>            <C>              <C>            <C>           <C>                    <C>             
   1995                                        1,027.22       0.00          1,027.22               2.72%           
  Incep                                        1,252.11       0.00          1,252.11              15.23%           

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                              ALGER AMERICAN GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>            <C>             <C>        <C>                 <C>             <C>           <C>           <C>         
  Incep      1.000000       1,000.000       N/A        0.000000                            1,000.000     1.043521      1,043.52    

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------     
                                            Total Accum                      Value after       Average Annual         
              Surrender                     Value after         Full        Deduction for       Total Return          
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n               
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV          
- -----------------------------------------------------------------------------------------------------------------     

<S>             <C>            <C>            <C>               <C>            <C>                    <C>             
  Incep                                       1,043.52          0.00           1,043.52               6.55%           

</TABLE>


<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          ALGER AMERICAN MIDCAP GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>            <C>             <C>        <C>                 <C>            <C>           <C>             <C>        
  Incep      1.000000       1,000.000       N/A        0.000000                           1,000.000     0.986695        986.70     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------    
                                            Total Accum                      Value after       Average Annual        
              Surrender                     Value after         Full        Deduction for       Total Return         
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- -----------------------------------------------------------------------------------------------------------------    
                                                                                                                     
<S>             <C>            <C>             <C>              <C>             <C>                 <C>              
  Incep                                        986.70           0.00            986.70             -1.98%            

</TABLE>


<PAGE>



             GREAT AMERICAN RESERVE CORPORATE BOND - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                        Unit Value         Accum                                                   
                               Accum                        For            Units                                                   
                               Units         Year of      Annual         (Deducted)        Total                         Total     
  End of        Unit         Purchased        Admin      Admin Fee       For Annual        Accum        12/31/96         Accum     
    Qtr         Value        For $1,000        Fee         $0.00         Admin Fee         Units       Unit Value        Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>           <C>              <C>             <C>         <C>               <C>           <C>          <C>            <C>         
   1995       1.165727         857.834         1995        1.109643          0.000         857.834      1.206516       1,034.99    
   1994       0.999698       1,000.302         1994        0.000000          0.000       1,000.302      1.206516       1,206.88    
  Incep       1.000000       1,000.000          N/A        0.000000          0.000       1,000.000      1.206516       1,206.52    

</TABLE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------   
                                                                             Total Accum       Average         
                                              Total Accum                    Value After        Annual         
                                              Value After        Full         Deduction         Total          
              Surrender                        Deduction      Surrender          For            Return         
  End of        Charge         Surrender       For Surr         Admin         Admin Fee           n            
    Qtr          Calc           Charge          Charge           Fee           (ERV)        P(1+T) = ERV       
- ------------------------------------------------------------------------------------------------------------   
                                                                                                               
<S>              <C>              <C>          <C>               <C>          <C>               <C>            
   1995                                        1,034.99          0.00         1,034.99          3.50%          
   1994                                        1,206.88          0.00         1,206.88          9.86%          
  Incep                                        1,206.52          0.00         1,206.52          8.01%          

</TABLE>

<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                               BERGER IPT 100 FUND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                     


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                <C>            <C>            <C>           <C>           
   Incep     1.000000      1,000.000        N/A       0.000000           0.000          1,000.000      1.029280      1,029.28      

</TABLE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------    
                                         Total Accum                      Value after       Average Annual        
           Surrender                     Value after         Full        Deduction for       Total Return         
  End of    Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr      Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- --------------------------------------------------------------------------------------------------------------    
                                                                                                                  
<S>           <C>           <C>           <C>                <C>           <C>                  <C>               
   Incep                                  1,029.28           0.00          1,029.28             4.39%             

</TABLE>


<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                        BERGER IPT GROWTH AND INCOME FUND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245          


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                <C>            <C>            <C>            <C>          
   Incep     1.000000      1,000.000        N/A       0.000000           0.000          1,000.000      1.103582       1,103.58     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------      
                                           Total Accum                      Value after       Average Annual          
             Surrender                     Value after         Full        Deduction for       Total Return           
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- ----------------------------------------------------------------------------------------------------------------      

<S>            <C>            <C>           <C>                <C>           <C>                  <C>                 
   Incep                                    1,103.58           0.00          1,103.58             15.82%              

</TABLE>


<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                            BERGER IPT SMALL COMPANY
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>           <C>            <C>            <C>            <C>            <C>          
   Incep     1.000000      1,000.000        N/A           0              0.000          1,000.000      0.984692       984.69       

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------         
                                           Total Accum                      Value after       Average Annual             
             Surrender                     Value after         Full        Deduction for       Total Return              
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                   
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV              
- ----------------------------------------------------------------------------------------------------------------         

<S>            <C>            <C>            <C>               <C>            <C>                  <C>                   
   Incep                                     984.69            0.00           984.69              -2.27%                 

</TABLE>



<PAGE>

                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       DREYFUS SOCIALLY RESPONSIBLE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                     



<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>           <C>        <C>                  <C>              <C>         <C>           <C>          
   1995     1.174867         851.160       1995       1.042515             0.000            851.160     1.404343      1,195.32     
  Incep     1.000000       1,000.000        N/A       0.000000             0.000          1,000.000     1.404343      1,404.34     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------       
                                            Total Accum                      Value after       Average Annual           
              Surrender                     Value after         Full        Deduction for       Total Return            
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- -----------------------------------------------------------------------------------------------------------------       
                                                                                                                        
<S>             <C>             <C>              <C>            <C>           <C>                   <C>                 
   1995                                          1,195.32       0.00          1,195.32              19.53%              
  Incep                                          1,404.34       0.00          1,404.34              23.88%              

</TABLE>




<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                               DREYFUS STOCK INDEX
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.157620         863.841      1995        1.026503             0.000            863.841     1.392679      1,203.05     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.392679      1,392.68     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------      
                                            Total Accum                      Value after       Average Annual          
              Surrender                     Value after         Full        Deduction for       Total Return           
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- -----------------------------------------------------------------------------------------------------------------      
                                                                                                                       
<S>             <C>            <C>               <C>            <C>           <C>                   <C>                
   1995                                          1,203.05       0.00          1,203.05              20.31%             
  Incep                                          1,392.68       0.00          1,392.68              23.23%             

</TABLE>




<PAGE>

                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          FEDERATED HIGH INCOME BOND II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                     


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.066579         937.577      1995        0.996556             0.000            937.577     1.202161      1,127.12     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.202161      1,202.16     

</TABLE>



<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------        
                                            Total Accum                      Value after       Average Annual            
              Surrender                     Value after         Full        Deduction for       Total Return             
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                  
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV             
- -----------------------------------------------------------------------------------------------------------------        
                                                                                                                         
<S>             <C>            <C>            <C>               <C>           <C>                   <C>                  
   1995                                       1,127.12          0.00          1,127.12              12.71%               
  Incep                                       1,202.16          0.00          1,202.16              12.31%               

</TABLE>



<PAGE>

                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                              FEDERATED UTILITY II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                    


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.122090         891.194      1995        0.996654             0.000            891.194     1.234309      1,100.01     
  Incep     1.000000       1,000.000       N/A        0.000000                            1,000.000     1.234309      1,234.31     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------                 
                                           Total Accum                      Value after       Average Annual                     
             Surrender                     Value after         Full        Deduction for       Total Return                      
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                           
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                      
- ----------------------------------------------------------------------------------------------------------------                 
                                                                                                                                 
<S>             <C>           <C>               <C>            <C>           <C>                   <C>                           
   1995                                         1,100.01       0.00          1,100.01              10.00%                        
  Incep                                         1,234.31       0.00          1,234.31              14.19%                        

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                        FEDERATED INTERNATIONAL EQUITY II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245             


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>             <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995      1.02508         975.534      1995        1.001652             0.000            975.534     1.094819      1,068.03     
  Incep     1.000000       1,000.000       N/A               0             0.000          1,000.000     1.094819      1,094.82     

</TABLE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------             
                                             Total Accum                      Value after       Average Annual                 
               Surrender                     Value after         Full        Deduction for       Total Return                  
  End of        Charge       Surrender      Deduction for     Surrender        Admin Fee               n                       
    Qtr          Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                  
- ------------------------------------------------------------------------------------------------------------------             
                                                                                                                               
<S>             <C>            <C>                <C>            <C>           <C>                    <C>                      
   1995                                           1,068.03       0.00          1,068.03               6.80%                    
  Incep                                           1,094.82       0.00          1,094.82               5.88%                    

</TABLE>



<PAGE>

          GREAT AMERICAN RESERVE GOVERNMENT SECURITIES - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245             


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                        Unit Value         Accum                                                   
                               Accum                        For            Units                                                   
                               Units         Year of      Annual         (Deducted)        Total                       Total       
  End of        Unit         Purchased        Admin      Admin Fee       For Annual        Accum       12/31/96        Accum       
    Qtr         Value        For $1,000        Fee         $0.00         Admin Fee         Units      Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>           <C>              <C>            <C>         <C>              <C>            <C>         <C>             <C>          
   1995       1.154244         866.368        1995        1.102841         0.000          866.368     1.169361        1,013.10     
   1994       0.997441       1,002.566        1994        0.000000         0.000        1,002.566     1.169361        1,172.36     
  Incept      1.000000       1,000.000         N/A        0.000000         0.000        1,000.000     1.169361        1,169.36     
                                                                                                                                   

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------                
                                                                          Total Accum       Average                      
                                           Total Accum                    Value After        Annual                      
                                           Value After        Full         Deduction         Total                       
           Surrender                        Deduction      Surrender          For            Return                      
  End of    Charge         Surrender        For Surr         Admin         Admin Fee           n                        
    Qtr      Calc            Charge          Charge           Fee            (ERV)        P(1+T) = ERV                   
- ---------------------------------------------------------------------------------------------------------                
                                                                                                                         
<S>           <C>             <C>              <C>            <C>           <C>             <C>                   
   1995                                        1,013.10       0.00          1,013.10        1.31%                 
   1994                                        1,172.36       0.00          1,172.36        8.28%                 
  Incept                                       1,169.36       0.00          1,169.36        6.63%                 
                                                                                           Incep                  

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             JANUS AGGRESSIVE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96

TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245           


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.266394         789.644      1995        1.075270             0.000            789.644     1.347927      1,064.38     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.347927      1,347.93     

</TABLE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------                
                                         Total Accum                      Value after       Average Annual                    
           Surrender                     Value after         Full        Deduction for       Total Return                     
  End of    Charge       Surrender      Deduction for     Surrender        Admin Fee               n                          
    Qtr      Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                     
- --------------------------------------------------------------------------------------------------------------                
                                                                                                                              
<S>           <C>           <C>           <C>                <C>           <C>                    <C>                       
   1995                                   1,064.38           0.00          1,064.38               6.44%                     
  Incep                                   1,347.93           0.00          1,347.93              20.71%                     

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                                  JANUS GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245    


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>           <C>        <C>                  <C>              <C>         <C>           <C>          
  I995      1.167465         856.557      I995        1.037151             0.000            856.557     1.363534      1,167.94     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.363534      1,363.53     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------       
                                          Total Accum                      Value after       Average Annual           
            Surrender                     Value after         Full        Deduction for       Total Return            
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- ---------------------------------------------------------------------------------------------------------------       
                                                                                                                      
<S>           <C>          <C>             <C>               <C>             <C>                   <C>               
  I995                                     1,167.94          0.00            1,167.94              16.79%            
  Incep                                    1,363.53          0.00            1,363.53              21.59%            

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             JANUS WORLDWIDE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245   


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.211204         825.625      1995        1.057476             0.000            825.625     1.541029      1,272.31     
  Incep     1.000000       1,000.000       N/A               0             0.000          1,000.000     1.541029      1,541.03     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------      
                                          Total Accum                      Value after       Average Annual          
            Surrender                     Value after         Full        Deduction for       Total Return           
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- ---------------------------------------------------------------------------------------------------------------      
                                                                                                                     
<S>          <C>            <C>             <C>               <C>            <C>                   <C>              
   1995                                     1,272.31          0.00           1,272.31              27.23%           
  Incep                                     1,541.03          0.00           1,541.03              31.35%           

</TABLE>



<PAGE>


              GREAT AMERICAN RESERVE COMMON STOCK - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245                


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                     Unit Value          Accum                                                     
                             Accum                       For             Units                                                     
                             Units        Year of      Annual          (Deducted)         Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee         $0.00          Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>           <C>           <C>            <C>          
   1995     1.448804         690.224      1995        1.253068             0.000         690.224       2.071274       1,429.64     
   1994     1.077853         927.770                  0.000000                           927.770       2.071274       1,921.67     
  Incept    1.000000       1,000.000       N/A        0.000000             0.000       1,000.000       2.071274       2,071.27     
                                                                                                       0.000000                    

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------         
                                                                       Total Accum         Average                
                                       Total Accum                     Value After          Annual                
                                       Value After        Full          Deduction           Total                 
          Surrender                     Deduction      Surrender           For              Return                
  End of   Charge       Surrender       For Surr         Admin          Admin Fee             n                  
    Qtr     Calc          Charge         Charge           Fee             (ERV)         P(1+T) = ERV             
- ---------------------------------------------------------------------------------------------------------         

<S>       <C>           <C>            <C>               <C>           <C>                   <C>             
   1995                                1,429.64          0.00          1,429.64              42.96%          
   1994                                1,921.67          0.00          1,921.67              38.62%          
  Incept                               2,071.27          0.00          2,071.27              34.84%          
                                                                                             Incep           

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             VAN ECK WORLDWIDE BOND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245            


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.018153         982.171      1995        1.005883             0.000            982.171     1.029224      1,010.87     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.029224      1,029.22     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------        
                                            Total Accum                      Value after       Average Annual            
              Surrender                     Value after         Full        Deduction for       Total Return             
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                  
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV             
- -----------------------------------------------------------------------------------------------------------------        
                                                                                                                         
<S>             <C>           <C>            <C>                <C>            <C>                  <C>                 
   1995                                      1,010.87           0.00           1,010.87             1.09%               
  Incep                                      1,029.22           0.00           1,029.22             1.83%               

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       VAN ECK GOLD AND NATURAL RESOURCES
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245           


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.077158         928.369      1995        1.015117             0.000            928.369     1.253925      1,164.11     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.253925      1,253.93     

</TABLE>

<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------
                                           Total Accum                      Value after       Average Annual    
             Surrender                     Value after         Full        Deduction for       Total Return     
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n          
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV     
- ----------------------------------------------------------------------------------------------------------------
                                                                                                                
<S>            <C>           <C>             <C>               <C>           <C>                   <C>          
   1995                                      1,164.11          0.00          1,164.11              16.41%       
  Incep                                      1,253.93          0.00          1,253.93              15.34%       

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          VAN ECK WORLDWIDE HARD ASSETS
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245              


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                  <C>              <C>         <C>           <C>          
   1995     1.049435         952.894      1995        0.998658             0.000            952.894     1.532692      1,460.49     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.532692      1,532.69     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------    
                                          Total Accum                      Value after       Average Annual        
            Surrender                     Value after         Full        Deduction for       Total Return         
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- ---------------------------------------------------------------------------------------------------------------    

<S>           <C>           <C>             <C>               <C>           <C>                   <C>              
   1995                                     1,460.49          0.00          1,460.49              46.05%           
  Incep                                     1,532.69          0.00          1,532.69              30.90%           

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       VAN ECK WORLDWIDE EMERGING MARKETS
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245      


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        09/30/96        Accum     
    Qtr        Value       For $1,000       Fee         $0.00           Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                 <C>             <C>            <C>           <C>         
   Incep     1.000000      1,000.000        N/A       0.000000            0.000           1,000.000      1.13594       1,135.94    

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------       
                                            Total Accum                      Value after       Average Annual           
              Surrender                     Value after         Full        Deduction for       Total Return            
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- -----------------------------------------------------------------------------------------------------------------       
                                                                                                                        
<S>             <C>          <C>             <C>                <C>           <C>                  <C>                  
   Incep                                     1,135.94           0.00          1,135.94             20.92%               

</TABLE>



<PAGE>




            GREAT AMERICAN RESERVE ASSET ALLOCATION - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96
                                                           
                                                           
TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245      


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                        Unit Value         Accum                                                   
                               Accum                        For            Units                                                   
                               Units         Year of      Annual         (Deducted)        Total                       Total       
  End of        Unit         Purchased        Admin      Admin Fee       For Annual        Accum       12/31/96        Accum       
    Qtr         Value        For $1,000        Fee        ($5.84)        Admin Fee         Units      Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>               <C>             <C>        <C>              <C>             <C>          <C>            <C>          
   1995     1.342379          744.946         1995       1.196932         (4.879)         740.067      1.698128       1,256.73     
   1994     1.035219          965.979         1994       0.000000          0.000          961.100      1.698128       1,632.07     
  Incept    1.000000        1,000.000          N/A       0.000000          0.000          995.121      1.698128       1,689.84     
                                                                                                                                    

</TABLE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------                
                                                                           Total Accum        Average                       
                                            Total Accum                    Value After         Annual                       
                                            Value After        Full         Deduction          Total                        
            Surrender                        Deduction      Surrender          For             Return                       
  End of     Charge         Surrender        For Surr         Admin         Admin Fee            n                         
    Qtr       Calc            Charge          Charge           Fee            (ERV)         P(1+T) = ERV                    
- ------------------------------------------------------------------------------------------------------------                
                                                                                                                            
<S>            <C>           <C>             <C>             <C>             <C>                   <C>                      
   1995        9%            (113.11)        1,143.62        (5.84)          1,137.78              13.78%                   
   1994        9%            (146.89)        1,485.18         0.00           1,485.18              21.87%                   
  Incept       8%            (135.19)        1,554.65         0.00           1,554.65              19.86%                   
                                                                                                   Incep                    
</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                         ALGER AMERICAN LEVERAGE ALLCAP
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245       


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.407908         710.274      1995        1.185715            (4.925)           705.349     1.555302      1,097.03     
  Incep     1.000000       1,000.000       N/A        0.000000                            1,000.000     1.555302      1,555.30     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------      
                                           Total Accum                      Value after       Average Annual          
             Surrender                     Value after         Full        Deduction for       Total Return           
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- ----------------------------------------------------------------------------------------------------------------      

<S>              <C>         <C>               <C>           <C>              <C>                  <C>                
   1995          9%          (98.73)           998.30        (5.84)           992.46              -0.75%              
  Incep          9%         (139.98)         1,415.32         0.00          1,415.32              24.48%             

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       ALGER AMERICAN SMALL CAPITALIZATION
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.218931         820.391      1995        1.136306            (5.139)           815.252     1.252107      1,020.78     
  Incep     1.000000       1,000.000       N/A        0.000000                            1,000.000     1.252107      1,252.11     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------       
                                           Total Accum                      Value after       Average Annual           
             Surrender                     Value after         Full        Deduction for       Total Return            
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- ----------------------------------------------------------------------------------------------------------------       
                                                                                                                       
<S>                 <C>       <C>                 <C>         <C>              <C>                 <C>                 
   1995             9%        (91.87)             928.91      (5.84)           923.07             -7.69%               
  Incep             9%       (112.69)           1,139.42       0.00          1,139.42              8.58%              

</TABLE>


<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                              ALGER AMERICAN GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>              <C>                <C>            <C>           <C>         
   Incep     1.000000      1,000.000        N/A       0.000000                            1,000.000      1.043521      1,043.52    

</TABLE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------
                                             Total Accum                      Value after       Average Annual    
               Surrender                     Value after         Full        Deduction for       Total Return     
  End of        Charge       Surrender      Deduction for     Surrender        Admin Fee               n          
    Qtr          Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV     
- ------------------------------------------------------------------------------------------------------------------
                                                                                                                  
<S>               <C>         <C>              <C>               <C>            <C>                  <C>          
   Incep          9%          (93.92)          949.60            0.00           949.60              -7.42%        

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          ALGER AMERICAN MIDCAP GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245            


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>             <C>                 <C>            <C>            <C>        
   Incep     1.000000      1,000.000        N/A       0.000000                            1,000.000      0.986695       986.70     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------             
                                            Total Accum                      Value after       Average Annual                 
              Surrender                     Value after         Full        Deduction for       Total Return                  
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                       
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                  
- -----------------------------------------------------------------------------------------------------------------             
                                                                                                                              
<S>              <C>         <C>              <C>               <C>            <C>                 <C>                        
   Incep         9%          (88.80)          897.90            0.00           897.90             -14.83%                     

</TABLE>



<PAGE>


             GREAT AMERICAN RESERVE CORPORATE BOND - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                        Unit Value         Accum                                                   
                               Accum                        For            Units                                                   
                               Units         Year of      Annual         (Deducted)        Total                         Total     
  End of        Unit         Purchased        Admin      Admin Fee       For Annual        Accum        12/31/96          Accum     
    Qtr         Value        For $1,000        Fee        ($5.84)        Admin Fee         Units       Unit Value        Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>              <C>         <C>             <C>             <C>           <C>             <C>        
   1995     1.165727         857.834          1995        1.109643        (5.263)         852.571       1.206516        1,028.64   
   1994     0.999698       1,000.302          1994        0.000000         0.000          995.039       1.206516        1,200.53   
  Incep     1.000000       1,000.000           N/A        0.000000         0.000          994.737       1.206516        1,200.17   

</TABLE>


<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------      
                                                                             Total Accum       Average            
                                              Total Accum                    Value After        Annual            
                                              Value After        Full         Deduction         Total             
              Surrender                        Deduction      Surrender          For            Return            
  End of        Charge         Surrender       For Surr         Admin         Admin Fee           n              
    Qtr          Calc           Charge          Charge           Fee            (ERV)        P(1+T) = ERV         
- ------------------------------------------------------------------------------------------------------------      

<S>                 <C>         <C>              <C>           <C>             <C>                <C>            
   1995             9%          (92.58)          936.06        (5.84)          930.22            -6.98%          
   1994             9%         (108.05)        1,092.48         0.00         1,092.48             4.52%         
  Incep             8%          (96.01)        1,104.16         0.00         1,104.16             4.15%         

</TABLE>



<PAGE>

                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                               BERGER IPT 100 FUND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245            


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                <C>            <C>            <C>           <C>           
   Incep     1.000000      1,000.000        N/A       0.000000           0.000          1,000.000      1.029280      1,029.28      

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------          
                                           Total Accum                      Value after       Average Annual              
             Surrender                     Value after         Full        Deduction for       Total Return               
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                    
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV               
- ----------------------------------------------------------------------------------------------------------------          
                                                                                                                          
<S>             <C>         <C>              <C>               <C>            <C>                  <C>                    
   Incep        9%          (92.64)          936.64            0.00           936.64              -9.29%                  

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                        BERGER IPT GROWTH AND INCOME FUND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245          


<TABLE>
<CAPTION>


- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                <C>            <C>            <C>           <C>           
   Incep     1.000000      1,000.000        N/A       0.000000           0.000          1,000.000      1.103582      1,103.58      

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------             
                                          Total Accum                      Value after       Average Annual                 
            Surrender                     Value after         Full        Deduction for       Total Return                  
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n                       
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                  
- ---------------------------------------------------------------------------------------------------------------             
                                                                                                                            
<S>            <C>         <C>             <C>                <C>           <C>                  <C>                        
   Incep       9%          (99.32)         1,004.26           0.00          1,004.26             0.64%                      

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                            BERGER IPT SMALL COMPANY
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245             


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>           <C>            <C>            <C>            <C>            <C>          
   Incep     1.000000      1,000.000        N/A           0              0.000          1,000.000      0.984692       984.69       

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------      
                                          Total Accum                      Value after       Average Annual          
            Surrender                     Value after         Full        Deduction for       Total Return           
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- ---------------------------------------------------------------------------------------------------------------      
                                                                                                                     
<S>            <C>         <C>              <C>               <C>            <C>                 <C>                 
   Incep       9%          (88.62)          896.07            0.00           896.07             -15.09%              

</TABLE>



<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       DREYFUS SOCIALLY RESPONSIBLE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245          


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.174867         851.160      1995        1.042515            (5.602)           845.558     1.404343      1,187.45     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.404343      1,404.34     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------       
                                            Total Accum                      Value after       Average Annual           
              Surrender                     Value after         Full        Deduction for       Total Return            
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- -----------------------------------------------------------------------------------------------------------------       
                                                                                                                        
<S>              <C>         <C>             <C>              <C>             <C>                    <C>                
   1995          9%          (106.87)        1,080.58         (5.84)          1,074.74               7.47%              
  Incep          9%          (126.39)        1,277.95          0.00           1,277.95              16.72%              

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                               DREYFUS STOCK INDEX
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245    


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.157620         863.841      1995        1.026503            (5.689)           858.152     1.392679      1,195.13     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.392679      1,392.68     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------               
                                           Total Accum                      Value after       Average Annual                   
             Surrender                     Value after         Full        Deduction for       Total Return                    
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n                         
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV                    
- ----------------------------------------------------------------------------------------------------------------               
                                                                                                                               
<S>             <C>         <C>             <C>              <C>             <C>                   <C>                        
   1995         9%          (107.56)        1,087.57         (5.84)          1,081.73              8.17%                      
  Incep         9%          (125.34)        1,267.34          0.00           1,267.34             16.11%                      

</TABLE>



<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          FEDERATED HIGH INCOME BOND II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245     


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.066579         937.577      1995        0.996556            (5.860)           931.717     1.202161      1,120.07     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.202161      1,202.16     

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------     
                                           Total Accum                      Value after       Average Annual         
             Surrender                     Value after         Full        Deduction for       Total Return          
  End of      Charge       Surrender      Deduction for     Surrender        Admin Fee               n               
    Qtr        Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV          
- ----------------------------------------------------------------------------------------------------------------     
                                                                                                                     
<S>             <C>         <C>             <C>              <C>            <C>                    <C>              
   1995         9%          (100.81)        1,019.26         (5.84)         1,013.42               1.34%            
  Incep         9%          (108.19)        1,093.97          0.00          1,093.97               5.83%            

</TABLE>



<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                              FEDERATED UTILITY II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245         


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.122090         891.194      1995        0.996654            (5.860)           885.334     1.234309      1,092.78     
  Incep     1.000000       1,000.000       N/A        0.000000                            1,000.000     1.234309      1,234.31     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------       
                                          Total Accum                      Value after       Average Annual           
            Surrender                     Value after         Full        Deduction for       Total Return            
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- ---------------------------------------------------------------------------------------------------------------       
                                                                                                                      
<S>            <C>          <C>             <C>             <C>                <C>                <C>                 
   1995        9%           (98.35)         994.43          (5.84)             988.59            -1.14%               
  Incep        9%          (111.09)       1,123.22           0.00            1,123.22             7.60%              

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                        FEDERATED INTERNATIONAL EQUITY II
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245 


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>             <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995      1.02508         975.534      1995        1.001652            (5.830)           969.704     1.094819      1,061.65     
  Incep     1.000000       1,000.000       N/A               0             0.000          1,000.000     1.094819      1,094.82     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------    
                                          Total Accum                      Value after       Average Annual        
            Surrender                     Value after         Full        Deduction for       Total Return         
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- ---------------------------------------------------------------------------------------------------------------    
                                                                                                                   
<S>            <C>          <C>              <C>            <C>              <C>                 <C>              
   1995        9%           (95.55)          966.10         (5.84)           960.26             -3.97%            
  Incep        9%           (98.53)          996.29          0.00            996.29             -0.23%            

</TABLE>



<PAGE>


         GREAT AMERICAN RESERVE GOVERNMENT SECURITIES - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                          AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                                   Unit Value           Accum                                      
                                    Accum                             For               Units                                      
                                    Units           Year of          Annual           (Deducted)          Total                    
   End of          Unit           Purchased          Admin         Admin Fee          For Annual          Accum         12/31/96   
    Qtr           Value           For $1,000          Fee           ($5.84)           Admin Fee           Units        Unit Value  
- -----------------------------------------------------------------------------------------------------------------------------------

<S>              <C>               <C>                <C>           <C>                <C>               <C>            <C>        
    1995         1.154244          866.368            1995          1.102841           (5.295)           861.073        1.169361   
    1994         0.997441         1,002.566           1994          0.000000            0.000            997.271        1.169361   
   Incept        1.000000         1,000.000           N/A           0.000000            0.000            994.705        1.169361   
                                                                                                                                   

</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                               Total Accum          Average       
                                                           Total Accum                         Value After           Annual       
                                                           Value After           Full           Deduction            Total        
                  Total       Surrender                     Deduction         Surrender            For               Return       
   End of         Accum         Charge       Surrender       For Surr           Admin           Admin Fee              n         
    Qtr           Value          Calc         Charge          Charge             Fee              (ERV)          P(1+T) = ERV    
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
<S>              <C>              <C>         <C>             <C>               <C>               <C>                 <C>         
    1995         1,006.91         9%          (90.62)          916.29           (5.84)             910.45           -8.96%       
    1994         1,166.17         9%         (104.96)        1,061.21            0.00            1,061.21            3.02%        
   Incept        1,163.17         8%          (93.05)        1,070.12            0.00            1,070.12            2.82%        
                                                                                                                     Incep  
</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             JANUS AGGRESSIVE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.266394         789.644      1995        1.075270            (5.431)           784.213     1.347927      1,057.06     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.347927      1,347.93     

</TABLE>


<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------------       
                                         Total Accum                      Value after       Average Annual           
           Surrender                     Value after         Full        Deduction for       Total Return            
  End of    Charge       Surrender      Deduction for     Surrender        Admin Fee               n                 
    Qtr      Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV            
- --------------------------------------------------------------------------------------------------------------       
                                                                                                                     
<S>           <C>         <C>               <C>             <C>              <C>                <C>               
   1995       9%          (95.14)           961.92          (5.84)           956.08            -4.39%             
  Incep       9%         (121.31)         1,226.62           0.00          1,226.62            13.75%            

</TABLE>


<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                                  JANUS GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245         


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>           <C>        <C>                 <C>               <C>         <C>           <C>          
  I995      1.167465         856.557      I995        1.037151            (5.631)           850.926     1.363534      1,160.27     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.363534      1,363.53     

</TABLE>


<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------
                                        Total Accum                      Value after       Average Annual    
          Surrender                     Value after         Full        Deduction for       Total Return     
  End of   Charge       Surrender      Deduction for     Surrender        Admin Fee               n          
    Qtr     Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV     
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
<S>          <C>         <C>             <C>                <C>            <C>                    <C>       
  I995       9%          (104.42)        1,055.85           (5.84)         1,050.01               5.00%     
  Incep      9%          (122.72)        1,240.81            0.00          1,240.81              14.57%     

</TABLE>



<PAGE>


                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             JANUS WORLDWIDE GROWTH
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245       


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value       Accumulated                                                  
                             Units        Year of    For Annual      Units Deducted       Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.211204         825.625      1995        1.057476            (5.523)           820.102     1.541029      1,263.80     
  Incep     1.000000       1,000.000       N/A               0             0.000          1,000.000     1.541029      1,541.03     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------  
                                          Total Accum                      Value after       Average Annual      
            Surrender                     Value after         Full        Deduction for       Total Return       
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n            
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV       
- ---------------------------------------------------------------------------------------------------------------  
                                                                                                                 
<S>            <C>         <C>            <C>                <C>             <C>                 <C>          
   1995        9%          (113.74)       1,150.06           (5.84)          1,144.22            14.42%       
  Incep        9%          (138.69)       1,402.34            0.00           1,402.34            23.76%       

</TABLE>



<PAGE>

              GREAT AMERICAN RESERVE COMMON STOCK - FUTURE RESERVE
                              INDIVIDUAL AND GROUP
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96

TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                   
                                                     Unit Value          Accum                                                     
                             Accum                       For             Units                                                     
                             Units        Year of      Annual          (Deducted)         Total                        Total       
  End of       Unit        Purchased       Admin      Admin Fee        For Annual         Accum        12/31/96        Accum       
    Qtr        Value       For $1,000       Fee        ($5.84)         Admin Fee          Units       Unit Value       Value       
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.448804         690.224      1995        1.253068            (4.661)           685.563     2.071274      1,419.99     
   1994     1.077853         927.770                  0.000000                              923.109     2.071274      1,912.01     
  Incept    1.000000       1,000.000       N/A        0.000000             0.000            995.339     2.071274      2,061.62     
                                                                                                        0.000000                   

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------             
                                                                         Total Accum         Average                    
                                         Total Accum                     Value After          Annual                    
                                         Value After        Full          Deduction           Total                     
            Surrender                     Deduction      Surrender           For              Return                    
  End of     Charge       Surrender       For Surr         Admin          Admin Fee             n                      
    Qtr       Calc          Charge         Charge           Fee             (ERV)         P(1+T) = ERV                 
- -----------------------------------------------------------------------------------------------------------             
                                                                                                                        
<S>            <C>         <C>            <C>             <C>              <C>                <C>                 
   1995        9%          (127.80)       1,292.19        (5.84)           1,286.35           28.64%              
   1994        9%          (172.08)       1,739.93         0.00            1,739.93           31.91%              
  Incept       8%          (164.93)       1,896.69         0.00            1,896.69           30.05%              
                                                                                               Incep               
                                                                                                                        

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                             VAN ECK WORLDWIDE BOND
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245   


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.018153         982.171      1995        1.005883            (5.806)           976.365     1.029224      1,004.90     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.029224      1,029.22     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------     
                                          Total Accum                      Value after       Average Annual         
            Surrender                     Value after         Full        Deduction for       Total Return          
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n               
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV          
- ---------------------------------------------------------------------------------------------------------------     
                                                                                                                    
<S>             <C>        <C>               <C>            <C>              <C>                 <C>               
   1995         9%         (90.44)           914.46         (5.84)           908.62             -9.14%             
  Incep         9%         (92.63)           936.59          0.00            936.59             -4.05%             

</TABLE>



<PAGE>



                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       VAN ECK GOLD AND NATURAL RESOURCES
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245  


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.077158         928.369      1995        1.015117            (5.753)           922.616     1.253925      1,156.89     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.253925      1,253.93     

</TABLE>


<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------  
                                          Total Accum                      Value after       Average Annual      
            Surrender                     Value after         Full        Deduction for       Total Return       
  End of     Charge       Surrender      Deduction for     Surrender        Admin Fee               n            
    Qtr       Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV       
- ---------------------------------------------------------------------------------------------------------------  
                                                                                                                 
<S>            <C>         <C>             <C>               <C>            <C>                    <C>           
   1995        9%          (104.12)        1,052.77          (5.84)         1,046.93               4.69%         
  Incep        9%          (112.85)        1,141.08           0.00          1,141.08               8.68%         

</TABLE>



<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                          VAN ECK WORLDWIDE HARD ASSETS
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96



TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245    


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        12/31/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>         <C>              <C>          <C>         <C>                 <C>               <C>         <C>           <C>          
   1995     1.049435         952.894      1995        0.998658            (5.848)           947.046     1.532692      1,451.53     
  Incep     1.000000       1,000.000       N/A        0.000000             0.000          1,000.000     1.532692      1,532.69     

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------      
                                            Total Accum                      Value after       Average Annual          
              Surrender                     Value after         Full        Deduction for       Total Return           
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n                
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV           
- -----------------------------------------------------------------------------------------------------------------      
                                                                                                                       
<S>              <C>         <C>              <C>              <C>            <C>                   <C>                
   1995          9%          (130.64)         1,320.89         (5.84)         1,315.05              31.51%             
  Incep          9%          (137.94)         1,394.75          0.00          1,394.75              23.34%             

</TABLE>



<PAGE>




                      GREAT AMERICAN RESERVE - ACCOUNT "E"
                       VAN ECK WORLDWIDE EMERGING MARKETS
                 INDIVIDUAL & GROUP PROSPECTUS - FUTURE RESERVE
                           AVERAGE ANNUAL TOTAL RETURN
                                    12/31/96


TO MEET COMPLIANCE REQUIREMENTS OF SEC RELEASE IC-16245


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
                          Accumulated                Unit Value        Accumulated                                                 
                             Units        Year of    For Annual       Units Deducted        Total                        Total     
  End of       Unit        Purchased       Admin      Admin Fee         For Annual          Accum        09/30/96        Accum     
    Qtr        Value       For $1,000       Fee        ($5.84)          Admin Fee           Units       Unit Value       Value     
- -----------------------------------------------------------------------------------------------------------------------------------

<S>          <C>           <C>              <C>       <C>                 <C>             <C>            <C>           <C>         
   Incep     1.000000      1,000.000        N/A       0.000000            0.000           1,000.000      1.13594       1,135.94    

</TABLE>


<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------    
                                            Total Accum                      Value after       Average Annual        
              Surrender                     Value after         Full        Deduction for       Total Return         
  End of       Charge       Surrender      Deduction for     Surrender        Admin Fee               n              
    Qtr         Calc          Charge        Surr Charge      Admin Fee          (ERV)           P(1+T) = ERV         
- -----------------------------------------------------------------------------------------------------------------    
                                                                                                                     
<S>              <C>         <C>             <C>                <C>           <C>                  <C>               
   Incep         9%          (102.23)        1,033.71           0.00          1,033.71             5.07%             

</TABLE>


<TABLE> <S> <C>


<ARTICLE>                                           6
<CIK>                                                    0000917573
<NAME> Great American Reserve Variable Annuity Account E
       
<S>                                                             <C>
<PERIOD-TYPE>                                               12-MOS
<FISCAL-YEAR-END>                                       DEC-31-1996
<PERIOD-START>                                          JAN-01-1996
<PERIOD-END>                                            DEC-31-1996
<INVESTMENTS-AT-COST>                                    32,636,286
<INVESTMENTS-AT-VALUE>                                   34,006,918
<RECEIVABLES>                                                     0
<ASSETS-OTHER>                                                    0
<OTHER-ITEMS-ASSETS>                                              0
<TOTAL-ASSETS>                                           34,006,918
<PAYABLE-FOR-SECURITIES>                                          0
<SENIOR-LONG-TERM-DEBT>                                           0
<OTHER-ITEMS-LIABILITIES>                                    39,723
<TOTAL-LIABILITIES>                                          39,723
<SENIOR-EQUITY>                                                   0
<PAID-IN-CAPITAL-COMMON>                                          0
<SHARES-COMMON-STOCK>                                             0
<SHARES-COMMON-PRIOR>                                             0
<ACCUMULATED-NII-CURRENT>                                         0
<OVERDISTRIBUTION-NII>                                            0
<ACCUMULATED-NET-GAINS>                                           0
<OVERDISTRIBUTION-GAINS>                                          0
<ACCUM-APPREC-OR-DEPREC>                                          0
<NET-ASSETS>                                             33,967,195
<DIVIDEND-INCOME>                                         1,880,859
<INTEREST-INCOME>                                                 0
<OTHER-INCOME>                                                    0
<EXPENSES-NET>                                              236,643
<NET-INVESTMENT-INCOME>                                   1,644,216
<REALIZED-GAINS-CURRENT>                                     90,408
<APPREC-INCREASE-CURRENT>                                 1,416,628
<NET-CHANGE-FROM-OPS>                                     3,151,252
<EQUALIZATION>                                                    0
<DISTRIBUTIONS-OF-INCOME>                                         0
<DISTRIBUTIONS-OF-GAINS>                                          0
<DISTRIBUTIONS-OTHER>                                             0
<NUMBER-OF-SHARES-SOLD>                                           0
<NUMBER-OF-SHARES-REDEEMED>                                       0
<SHARES-REINVESTED>                                               0
<NET-CHANGE-IN-ASSETS>                                            0
<ACCUMULATED-NII-PRIOR>                                           0
<ACCUMULATED-GAINS-PRIOR>                                         0
<OVERDISTRIB-NII-PRIOR>                                           0
<OVERDIST-NET-GAINS-PRIOR>                                        0
<GROSS-ADVISORY-FEES>                                             0
<INTEREST-EXPENSE>                                                0
<GROSS-EXPENSE>                                                   0
<AVERAGE-NET-ASSETS>                                              0
<PER-SHARE-NAV-BEGIN>                                             0
<PER-SHARE-NII>                                                   0
<PER-SHARE-GAIN-APPREC>                                           0
<PER-SHARE-DIVIDEND>                                              0
<PER-SHARE-DISTRIBUTIONS>                                         0
<RETURNS-OF-CAPITAL>                                              0
<PER-SHARE-NAV-END>                                               0
<EXPENSE-RATIO>                                                   0
<AVG-DEBT-OUTSTANDING>                                            0
<AVG-DEBT-PER-SHARE>                                              0
                                                                  

</TABLE>


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