CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT, N-4, 1999-01-29

CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
N-4, 1999-01-29

Previous: CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT, 497, 1999-01-29

Next: CYBERGUARD CORP, SC 13G, 1999-01-29

<PAGE> 1
Registration Statement No. 333-
----------
811-8628

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

POST-EFFECTIVE AMENDMENT NO. 10

CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
-----------------------------------------------------------------------
(Exact name of Registrant)

CITICORP LIFE INSURANCE COMPANY
-------------------------------
(Name of Depositor)

800 SILVER LAKE BOULEVARD, DOVER, DE 19904
---------------------------------------------
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including area code: (800) 672-5000
--------------

CATHERINE S. MULHOLLAND
Citicorp Life Insurance Company
800 Silver Lake Blvd.
Dover, DE 19904
---------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable following
the effectiveness of the
Registration Statement

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

N/A immediately upon filing pursuant to paragraph (b) of Rule 485.
- ---
N/A on ___________ pursuant to paragraph (b) of Rule 485.
- ---
N/A 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
- ---
N/A on ___________ pursuant to paragraph (a)(1) of Rule 485.
- ---

If appropriate, check the following box:

_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.

<PAGE> 2

CITIELITE ANNUITY PROSPECTUS
CITICORP LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT

This prospectus describes CITIELITE, a flexible premium variable annuity
contract (the "Contract") issued by Citicorp Life Insurance Company (the
"Company," "we" or "our"). The Contract is available in connection with certain
retirement plans that qualify for special federal income tax treatment
("qualified Contracts") as well as those that do not qualify for such treatment
("nonqualified Contracts"). CitiElite may be issued as an individual Contract or
as a group Contract. In states where only group Contracts are available, you
will be issued a certificate summarizing the provisions of the group Contract.
For convenience, this prospectus refers to both Contracts and certificates as
"Contracts."

You can choose to have your purchase payments accumulate on a fixed basis (i.e.,
a Fixed Account funded through the Company's general account) and/or a variable
basis (i.e., one or more of the sub-accounts ("funding options") of the Citicorp
Life Variable Annuity Separate Account ("Separate Account"). Your contract value
will vary daily to reflect the investment experience of the funding options you
select. The funding options currently available are:

The Fixed Account is described in Appendix A.

The contracts and/or some of the funding options may not be available in all
states. THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT
PROSPECTUSES FOR THE FUNDING OPTIONS. THESE PROSPECTUSES SHOULD BE READ AND
RETAINED FOR FUTURE REFERENCE.

This prospectus provides the information that you should know before investing
in the Contract. You can receive additional information about the Separate
Account by requesting a copy of the Statement of Additional Information ("SAI")
dated , 1999. The SAI has been filed with the Securities and
Exchange Commission ("SEC") and is incorporated by reference into this
prospectus. To request a copy, write to our administrative office, Citicorp Life
Insurance Company, 800 Silver Lake Blvd., P.O. Box 7031, Dover, Delaware, 19903,
or call (800) 497-4857, or access the SEC's Web Site (http://www.sec.gov). The
Table of Contents of the SAI appears in Appendix C of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTMENT.

PROSPECTUS DATED , 1999
<PAGE> 3

TABLE OF CONTENTS

<TABLE>
<S> <C>
INDEX OF SPECIAL TERMS................. 2
SUMMARY................................ 3
FEE TABLE.............................. 6
THE ANNUITY CONTRACT................... 7
Contract Owner Inquiries............... 7
Purchase Payments...................... 8
Accumulation Units..................... 8
The Funding Options.................... 8
CHARGES AND DEDUCTIONS................. 9
General................................ 9
Withdrawal Charge...................... 10
Free Withdrawal Allowance.............. 11
Administrative Charges................. 11
Mortality and Expense Risk Charge...... 11
Funding Option Expenses................ 11
Premium Tax............................ 11
Changes in Taxes Based Upon Premium or
Value................................ 12
TRANSFERS.............................. 12
Dollar Cost Averaging.................. 12
ACCESS TO YOUR MONEY................... 12
Systematic Withdrawals................. 13
Loans.................................. 13
OWNERSHIP PROVISIONS................... 13
Types of Ownership..................... 13
Beneficiary............................ 13
Annuitant.............................. 14
DEATH BENEFIT.......................... 14
Death Proceeds Before the Maturity
Date................................. 14
Payment of Proceeds.................... 15
Death Proceeds After the Maturity
Date................................. 15
THE ANNUITY PERIOD..................... 16
Maturity Date.......................... 16
Allocation of Annuity.................. 16
Variable Annuity....................... 16
Fixed Annuity.......................... 17
PAYMENT OPTIONS........................ 17
Election of Options.................... 17
Annuity Options........................ 17
Income Options......................... 18
MISCELLANEOUS CONTRACT PROVISIONS...... 18
Right to Return........................ 18
Termination............................ 19
Required Reports....................... 19
Suspension of Payments................. 19
Transfers of Contract Values to Other
Annuities............................ 19
THE SEPARATE ACCOUNT................... 19
Performance Information................ 20
FEDERAL TAX CONSIDERATIONS............. 20
General Taxation of Annuities.......... 20
Types of Contracts: Qualified or
Nonqualified......................... 21
Nonqualified Annuity Contracts......... 21
Qualified Annuity Contracts............ 21
Penalty Tax for Premature
Distributions........................ 22
Diversification Requirements for
Variable Annuities................... 22
Ownership of the Investments........... 22
Mandatory Distributions for Qualified
Plans................................ 22
OTHER INFORMATION...................... 23
The Insurance Company.................. 23
Financial Statements................... 23
Year 2000 Compliance................... 23
Distribution of Variable Annuity
Contracts............................ 23
Conformity with State and Federal
Laws................................. 23
Voting Rights.......................... 24
Legal Proceedings And Opinions......... 24
APPENDIX A: The Fixed Account.......... 25
APPENDIX B: Waiver of Withdrawal Charge
for Nursing Home Confinement......... 26
APPENDIX C: Table of Contents of the
Statement of Additional
Information.......................... 27
</TABLE>

INDEX OF SPECIAL TERMS

The following terms are italicized throughout the prospectus. Refer to the page
listed for an explanation of each term.

<TABLE>
<S> <C>
Accumulation Unit...................... 8
Annuitant.............................. 9
Annuity Payments....................... 14
Annuity Unit........................... 8
Cash Surrender Value................... 12
Contract Date.......................... 14
Contract Owner (You, Your)............. 9
Contract Value......................... 10
Contract Year.......................... 7
Fixed Account.......................... 12
Funding Option(s)...................... 8
Maturity Date.......................... 16
Purchase Payment....................... 8
Written Request........................ 12
</TABLE>

2
<PAGE> 4

SUMMARY:
CITIELITE VARIABLE ANNUITY

THIS SUMMARY DETAILS SOME OF THE MORE IMPORTANT POINTS THAT YOU SHOULD KNOW AND
CONSIDER BEFORE PURCHASING THE CONTRACT. PLEASE READ THE ENTIRE PROSPECTUS
CAREFULLY.

CAN YOU GIVE ME A GENERAL DESCRIPTION OF THE VARIABLE ANNUITY CONTRACT? The
Contract offered by Citicorp Life is a variable annuity that is intended for
retirement savings or other long-term investment purposes. The Contract provides
a death benefit as well as guaranteed income options. Under a qualified
Contract, you can make one or more payments, as you choose, on a tax-deferred
basis. Under a nonqualified Contract, you can make one or more payments with
after-tax dollars. You direct your payment(s) to one or more of the variable
funding options, and/or to the Fixed Account. We guarantee money directed to the
Fixed Account as to principal and interest. The variable funding options are
designed to produce a higher rate of return than the Fixed Account; however,
this is not guaranteed. You may also lose money in the variable funding options.

The Contract, like all deferred variable annuity contracts, has two phases: the
accumulation phase and the income phase. During the accumulation phase
generally, under a qualified contract, your pre-tax contributions accumulate on
a tax-deferred basis and are taxed as income when you make a withdrawal,
presumably when you are in a lower tax bracket. During the accumulation phase,
under a nonqualified contract, earnings on your after-tax contributions
accumulate on a tax-deferred basis and are taxed as income when you make a
withdrawal. The income phase occurs when you begin receiving payments from your
Contract. The amount of money you accumulate in your Contract determines the
amount of income (annuity payments) you receive during the income phase.

During the income phase, you may chose to receive annuity payments from the
Fixed Account or the variable funding options. If you want to receive scheduled
payments from your annuity, you can choose from a number of annuity options or
income options.

Once you make an election of an annuity option and begin to receive payments, it
cannot be changed. During the income phase, you have the same investment choices
you had during the accumulation phase. If amounts are directed to the variable
funding options, the dollar amount of your payments may increase or decrease.

WHO SHOULD PURCHASE THIS CONTRACT? The Contract is currently available for use
in connection with (1) individual nonqualified purchases; (2) rollovers from
Individual Retirement Annuities (IRAs); and (3) rollovers from other qualified
retirement plans. Qualified contracts include contracts qualifying under Section
401(a), 403(b), or 408(b) of the Internal Revenue Code of 1986, as amended.

You may purchase the Contract with an initial payment of at least $5,000, which
amount may be paid in one or more installments within the first twelve months
after the contract date. You may make additional payments of at least $100 at
any time during the accumulation phase.

IS THERE A RIGHT TO RETURN PERIOD? If you cancel the Contract within twenty
days after you receive it, you will receive a full refund of the Contract Value
(including charges). Where state law requires a longer right to return period,
or the return of purchase payments, the Company will comply. You bear the
investment risk during the right to return period; therefore, the Contract Value
returned may be greater or less than your purchase payment. If the Contract is
purchased as an Individual Retirement Annuity, and is returned within the first
seven days after delivery, your full purchase payment will be refunded; during
the remainder of the right to return period, the Contract Value (including
charges) will be refunded. The Contract Value will be determined at the close of
business on the day we receive a written request for a refund.

3
<PAGE> 5

WHAT TYPES OF INVESTMENT OPTIONS ARE AVAILABLE? You can direct your money into
the Fixed Account or any or all of the variable funding options shown on the
cover page. The funding options are described in the accompanying fund
prospectuses. Depending on market conditions, you may make or lose money in any
of these options.

The value of the Contract will vary depending upon the investment performance of
the funding options you choose. Past performance is not a guarantee of future
results. Performance information that predates the separate account is
considered "nonstandard" by the SEC. Such nonstandard performance is shown in
the Statement of Additional Information that you may request free of charge.

You can transfer between the variable funding options as frequently as you wish
without any current tax implications. Currently there is no charge for
transfers, nor a limit to the number of transfers allowed. The Company may
charge a fee for any transfer requests, or may limit the number of transfers
allowed. The Company, at the minimum, would always allow one transfer every six
months. Please refer to Appendix A for information regarding transfers between
the Fixed Account and variable funding options.

WHAT EXPENSES WILL BE ASSESSED UNDER THE CONTRACT? The Contract has insurance
features and investment features, and there are costs related to each. The
Company deducts an annual administrative charge of $30. The annual insurance
charge is 1.25% of the amounts you direct to the funding options, and the
sub-account administrative charge is .15% annually. Each funding option also
charges for management and other expenses. Please refer to the Fee Table for
more information about the charges.

We may deduct a withdrawal charge equal to a percentage of the purchase payments
withdrawn from the Contract. If you withdraw all amounts under the contract, or
if you begin receiving annuity payments, the Company may be required by your
state to deduct a premium tax.

HOW WILL MY CONTRIBUTIONS AND WITHDRAWALS BE TAXED? Generally, the payments you
make to a qualified Contract during the accumulation phase are made with
before-tax dollars. You will be taxed on your purchase payments and on any
earnings when you make a withdrawal or begin receiving annuity payments. Under a
nonqualified Contract, payments to the Contract are made with after-tax dollars,
and any earnings will accumulate tax-deferred. You will be taxed on these
earnings when they are withdrawn from the Contract.

For owners of qualified Contracts, if you reach a certain age, you may be
required by federal tax laws to begin receiving payments from your annuity or
risk paying a penalty tax. In those cases, we can calculate and pay you the
minimum required distribution amounts. If you are younger than 59 1/2 when you
take money out, you may be charged a 10% federal penalty tax on the amount
withdrawn.

HOW MAY I ACCESS MY MONEY? You can take withdrawals any time during the
accumulation phase. A withdrawal charge may apply. The amount of the charge
depends on a number of factors, including the length of time since the purchase
payment was made (7% maximum, gradually decreasing to 0% for payments held by
the Company for 8 years or more). During the first contract year, you may
withdraw up to 15% of the initial purchase payment without a withdrawal charge.
After the first contract year, you may withdraw up to 15% of the contract value
(as of the end of the previous contract year) without a withdrawal charge. Of
course, you may also have to pay income taxes and a tax penalty on taxable
amounts you withdraw.

WHAT IS THE DEATH BENEFIT UNDER THE CONTRACT? The death benefit applies upon
the first death of the owner, joint owner or annuitant. Assuming you are the
annuitant, if you die before you move to the income phase, the person you have
chosen as your beneficiary will receive a death benefit. The death benefit paid
depends on your age at the time of your death. The death benefit value is

4
<PAGE> 6

calculated at the close of the business day on which the Company's
Administrative Office receives due proof of death and written distribution
instructions. Please refer to the Death Benefit section in the prospectus for
details.

ARE THERE ANY ADDITIONAL FEATURES? This Contract has other features you may be
interested in. These include:

DOLLAR COST AVERAGING. This is a program that allows you to invest a fixed
amount of money in funding options each month, theoretically giving you a
lower average cost per unit over time than a single one-time purchase.
Dollar Cost Averaging requires regular investments regardless of
fluctuating price levels and does not guarantee profits or prevent losses
in a declining market. Potential investors should consider their financial
ability to continue purchases through periods of low price levels.

SYSTEMATIC WITHDRAWAL OPTION. Before the maturity date, you can arrange to
have money sent to you at set intervals throughout the year. Of course any
applicable income and penalty taxes will apply on amounts withdrawn.

AUTOMATIC REBALANCING. You may elect to have the Company periodically
reallocate the values in your contract to match your original (or your
latest) funding option allocation request.

5
<PAGE> 7

FEE TABLE
- --------------------------------------------------------------------------------
CONTRACT OWNER TRANSACTION EXPENSES

<TABLE>
<S> <C>
WITHDRAWAL CHARGE (as a percentage of purchase payments
withdrawn):
</TABLE>

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT
(NUMBER OF YEARS) CHARGE
<S> <C>
1 7%
2 7%
3 7%
4 6%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

<TABLE>
<S> <C>
ANNUAL CONTRACT ADMINISTRATIVE CHARGE: $30
</TABLE>

ANNUAL SEPARATE ACCOUNT CHARGES:
(as a percentage of the average daily net assets of the
Separate Account)
Mortality and Expense Risk Charge..................... 1.25%
Administrative Expense Charge......................... .15%
-----
Total Separate Account Charges.................... 1.40%
</TABLE>

FUNDING OPTION EXPENSES:
(as a percentage of average daily net assets of the funding option as of
December 31, 1998, unless otherwise noted.)

<TABLE>
<CAPTION>
TOTAL ANNUAL
FUND OPTION
OTHER EXPENSES(1) EXPENSES(1)
(A) (B) (A) (B)
MANAGEMENT AFTER BEFORE AFTER BEFORE
PORTFOLIO FEE REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT REIMBURSEMENT
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

</TABLE>

6
<PAGE> 8

EXAMPLE*

Assuming a 5% annual return, a $1,000 investment would be subject to the
following expenses:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
IF CONTRACT IS SURRENDERED AT THE IF CONTRACT IS NOT SURRENDERED OR
END OF PERIOD SHOWN: IS ANNUITIZED AT END OF PERIOD SHOWN:
------------------------------------- -------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------

</TABLE>

* THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THIS
EXAMPLE REFLECTS THE $30 ANNUAL CONTRACT ADMINISTRATIVE CHARGE AS AN ANNUAL
CHARGE OF .030%.

THE ANNUITY CONTRACT
- --------------------------------------------------------------------------------
CitiElite is a contract between the contract owner ("you"), and Citicorp Life
Insurance Company (called "us" or the "Company"). Under this contract, you make
purchase payments to us and we credit them to your Contract. The Company
promises to pay you an income, in the form of annuity payments, beginning on a
future date that you choose, the maturity date. The purchase payments accumulate
tax deferred in the funding option(s) of your choice. The contract owner assumes
the risk of gain or loss according to the performance of the funding options.
The contract value is the amount of purchase payments, plus or minus any
investment experience or interest. The contract value also reflects all
surrenders made and charges deducted. There is generally no guarantee that at
the maturity date the contract value will equal or exceed the total purchase
payments made under the Contract, except as noted under the Death Benefit
provisions described in this prospectus. The date the contract and its benefits
became effective is referred to as the contract date. Each 12-month period
following this contract date is called a contract year.

Certain changes and elections must be made in writing to the Company. Where the
term "written request" is used, it means that written information must be sent
to the Company's Administrative Office in a form and content satisfactory to us.

CONTRACT OWNER INQUIRIES

Any questions you have about your contract should be directed to the Company's
Home Office at 1-800-497-4857.

7
<PAGE> 9

PURCHASE PAYMENTS

The initial purchase payment must be at least $5,000. This amount may be paid in
one or more installments within the first twelve months after the contract date.
Additional payments of at least $100 may be made under the Contract at any time.
Under certain circumstances, we may waive the minimum purchase payment
requirement. Purchase Payments over $1,000,000 may be made with our prior
consent.

We will apply the initial purchase payment within two business days after we
receive it at our Administrative Office in good order. Subsequent purchase
payments received in good order will be credited to a Contract within one
business day. Our business day ends when the New York Stock Exchange closes,
usually 4:00 p.m. Eastern time.

ACCUMULATION UNITS

An accumulation unit is used to calculate the value of a Contract. An
accumulation unit works like a share of a mutual fund. Each funding option has a
corresponding accumulation unit value. The accumulation units are valued each
business day and may increase or decrease from day to day. The number of
accumulation units we will credit to your Contract once we receive a purchase
payment is determined by dividing the amount directed to each funding option by
the value of the accumulation unit. We calculate the value of an accumulation
unit for each funding option each day after the New York Stock Exchange closes.
After the value is calculated, your Contract is credited. During the annuity
period (i.e., after the maturity date), you are credited with annuity units.

THE FUNDING OPTIONS

You choose which of the following funding options to have your purchase payments
allocated to. These funding options are subsections of the Separate Account,
which invest in the underlying mutual funds. You will find detailed information
about the options and their inherent risks in the current prospectuses for the
funding options which must accompany this prospectus. Since each option has
varying degrees of risk, please read the prospectuses carefully before
investing. Additional copies of the prospectuses may be obtained by contacting
your registered representative or by calling 1-800-497-4857.

If any of the funding options become unavailable for allocating purchase
payments, or if we believe that further investment in a funding option is
inappropriate for the purposes of the Contract, we may substitute another
funding option. However, we will not make any substitutions without notifying
you and obtaining any applicable state and SEC approval. From time to time we
may make new funding options available.

The current funding options are listed below, along with their investment
advisers and any subadviser:

<TABLE>
<CAPTION>
FUNDING OPTION INVESTMENT OBJECTIVE INVESTMENT ADVISER/SUBADVISER
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

</TABLE>

8
<PAGE> 10

</TABLE>

* THE FUNDING OPTION'S INVESTMENT STRATEGY MAY PROVIDE HIGHER THAN AVERAGE
YIELDS BY INVESTING IN SECURITIES WITH HIGHER THAN AVERAGE RISK, SUCH AS LOWER
AND UNRATED DEBT AND COMPARABLE EQUITY INSTRUMENTS. PLEASE CONSULT THE
PROSPECTUS FOR EACH FUND FOR MORE INFORMATION ABOUT THE RISK ASSOCIATED WITH
SUCH INVESTMENTS.

CHARGES AND DEDUCTIONS
- --------------------------------------------------------------------------------
GENERAL

We deduct the charges described below. The charges are for the service and
benefits we provide, costs and expenses we incur, and risks we assume under the
Contracts. Services and benefits we provide include:

- the ability for you to make withdrawals and surrenders under the
Contracts;

- the death benefit paid on the death of the contract owner, annuitant, or
first of the joint contract owners,

- the available funding options and related programs (including dollar-cost
averaging, portfolio rebalancing, and systematic withdrawal programs);

- administration of the annuity options available under the Contracts; and

- the distribution of various reports to contract owners.

9
<PAGE> 11

Costs and expenses we incur include:

- losses associated with various overhead and other expenses associated
with providing the services and benefits provided by the Contracts,

- sales and marketing expenses, and

- other costs of doing business.

Risks we assume include:

- risks that annuitants may live longer than estimated when the annuity
factors under the Contracts were established,

- that the amount of the death benefit will be greater than the contract
value, and

- that the costs of providing the services and benefits under the Contracts
will exceed the charges deducted.

We may also deduct a charge for taxes.

Unless otherwise specified, charges are deducted proportionately from all
funding options in which you are invested.

We may reduce or eliminate the withdrawal charge, the administrative charges,
the mortality and expense risk charge, and the distribution charge under the
Contract when certain sales or administration of the Contract result in savings
or reduced expenses and/or risks. For certain trusts, we may change the order in
which purchase payments and earnings are withdrawn in order to determine the
withdrawal charge. In no event will we reduce or eliminate the withdrawal charge
or the administrative charge where such reduction or elimination would be
unfairly discriminatory to any person.

WITHDRAWAL CHARGE

We do not deduct a sales charge from purchase payments when they are applied
under the Contract. However, a withdrawal charge will be deducted if any or all
of the contract value is withdrawn during the first seven years following a
purchase payment. The length of time from when we receive the purchase payment
to the time of withdrawal determines the amount of the charge. We will deduct
the withdrawal charge from the total amount requested unless you instruct us to
deduct it from the remaining contract value.

The withdrawal charge is equal to a percentage of purchase payments withdrawn
from the Contract and is calculated as follows:

<TABLE>
<CAPTION>
LENGTH OF TIME FROM
PURCHASE PAYMENT WITHDRAWAL
(NUMBER OF YEARS) CHARGE
<S> <C>
1 7%
2 7%
3 7%
4 6%
5 5%
6 4%
7 3%
8 and over 0%
</TABLE>

For purposes of the withdrawal charge calculation, we will make withdrawals in
the following order:

(a) from any purchase payments to which no withdrawal charge is
applicable;

(b) from any remaining free withdrawal allowance (as described below)
after reduction by the amount of (a);

(d) from any Contract earnings.

NOTE: Any free withdrawals taken will not reduce purchase payments still
subject to a withdrawal charge.

10
<PAGE> 12

We will not deduct a withdrawal charge (1) from payments we make due to the
death of the contract owner or the death of the annuitant with no contingent
annuitant surviving; or (2) upon election of an annuity payout (based upon life
expectancy); (3) due to a minimum distribution under our minimum distribution
rules then in effect; or (4) if the contract owner is confined to an Eligible
Nursing Home as described in Appendix B.

FREE WITHDRAWAL ALLOWANCE

You may withdraw up to 15% of the contract value annually, without a withdrawal
charge. For the first contract year, the available amount is 15% of the initial
purchase payment. Beginning in the second contract year, we calculate the
available withdrawal amount as of the end of the previous contract year. The
free withdrawal allowance applies to any partial withdrawals and to full
withdrawals, except those transferred directly to annuity contracts issued by
other financial institutions. In Washington state, the free withdrawal provision
applies to all withdrawals.

ADMINISTRATIVE CHARGES

We deduct a Contract administrative charge of $30 annually on the fourth Friday
of each August. This charge compensates us for expenses incurred in establishing
and maintaining the Contract. The charge is deducted from the contract value by
canceling accumulation units from each funding option on a pro rata basis. No
contract administrative charge will be deducted from the Fixed Account. For the
first year, this charge will be prorated (i.e. calculated) from the date of
purchase. A prorated charge will also be made if the Contract is completely
withdrawn or terminated. We will not deduct a contract administrative charge:
(1) from the distribution of death proceeds; or (2) after an annuity payout has
begun.

An administrative expense charge (sometimes called "sub-account administrative
charge") is deducted on each business day from amounts allocated to the variable
funding options. This charge compensates us for certain related administrative
and operating expenses. The charge equals, on an annual basis, 0.15% of the
daily net asset value allocated to each of the variable funding options.

MORTALITY AND EXPENSE RISK CHARGE

Each business day, the Company deducts a mortality and expense risk ("M & E")
charge from amounts held in the variable funding options. The deduction is
reflected in our calculation of accumulation and annuity unit values. This
charge equals, on an annual basis, 1.25% of the amounts held in each funding
option. We reserve the right to lower this charge at any time.

FUNDING OPTION EXPENSES

The charges and expenses of the funding options are summarized in the fee table
and are described in the accompanying prospectuses.

PREMIUM TAX

Certain state and local governments charge premium taxes ranging from 0% to 5%,
depending upon jurisdiction. The Company is responsible for paying these taxes
and will determine the method used to recover premium tax expenses incurred.
Where required, the Company will deduct any applicable premium taxes from the
contract value either upon death, surrender, annuitization, or at the time
purchase payments are made to the Contract, but no earlier than when the Company
has a tax liability under state law.

11
<PAGE> 13

CHANGES IN TAXES BASED UPON PREMIUM OR VALUE

If there is any change in a law assessing taxes against the Company based upon
premiums, contract gains or value of the contract, we reserve the right to
charge you proportionately for this tax.

TRANSFERS
- --------------------------------------------------------------------------------

Up to 30 days before the maturity date, you may transfer all or part of the
contract value between funding options. There are no charges or restrictions on
the amount or frequency of transfers currently; however, we reserve the right to
charge a fee for any transfer request, and to limit the number of transfers to
one in any six-month period. Since different funding options have different
expenses, a transfer of contract values from one funding option to another could
result in your investment becoming subject to higher or lower expenses. After
the maturity date, you may make transfers between funding options only with our
consent. Please refer to Appendix A for information regarding transfers between
the Fixed Account and funding options.

DOLLAR COST AVERAGING

Dollar cost averaging (or "automated transfers") allows you to transfer a set
dollar amount to other funding options on a monthly or quarterly basis so that
more accumulation units are purchased in a funding option if the value per unit
is low and less accumulation units are purchased if the value per unit is high.
Therefore, a lower-than-average cost per unit may be achieved over the long run.

You may elect automated transfers through written request or other method
acceptable to the Company. You must have a minimum total contract value of
$5,000 to enroll in the Dollar Cost Averaging program. The minimum amount that
may be transferred through this program is $100.

You may establish automated transfers of contract values from the Fixed Account,
subject to certain restrictions. Automated transfers from the Fixed Account may
not deplete your Fixed Account Value in less than twelve months from your
enrollment in the Dollar Cost Averaging program.

You may start or stop participation in the Dollar Cost Averaging program at any
time, but you must give the Company at least 30 days' notice to change any
automated transfer instructions that are currently in place. All provisions and
terms of the Contract apply to automated transfers, including provisions
relating to the transfer of money between investment options. We reserve the
right to suspend or modify transfer privileges at any time and to assess a
processing fee for this service.

ACCESS TO YOUR MONEY
- --------------------------------------------------------------------------------

Any time before the maturity date, you may redeem all or any portion of the cash
surrender value, that is, the contract value, less any withdrawal charge,
outstanding loans and any premium tax not previously deducted. You must submit a
written request specifying the fixed or variable funding option(s) from which
amounts are to be withdrawn. If no funding options are specified, the withdrawal
will be made on a pro rata basis. The cash surrender value will be determined as
of the close of business after we receive your surrender request at the
Administrative Office. The cash surrender value may be more or less than the
purchase payments made depending on the contract value at the time of surrender.

We may defer payment of any cash surrender value for a period of up to seven
days after the written request is received, but it is our intent to pay as soon
as possible. We cannot process requests for withdrawal, that are not in good
order. We will contact you if there is a deficiency causing a delay and will
advise what is needed to act upon the withdrawal request.

12
<PAGE> 14

SYSTEMATIC WITHDRAWALS

Beginning in the first contract year, and before the maturity date, you may
choose to withdraw a specified dollar amount (at least $100) on a monthly,
quarterly, semiannual or annual basis. Any applicable withdrawal charges (on
amounts in excess of the free withdrawal allowance) and any applicable premium
taxes will be deducted. To elect systematic withdrawals, you must have a
contract value of at least $15,000 and you must make the election on the form
provided by the Company. We will surrender accumulation units pro rata from all
funding options in which you have an interest, unless you instruct us otherwise.
You may begin or discontinue systematic withdrawals at any time by notifying us
in writing, but at least 30 days' notice must be given to change any systematic
withdrawal instructions that are currently in place.

We reserve the right to discontinue offering systematic withdrawals or to assess
a processing fee for this service upon 30 days' written notice to contract
owners (where allowed by state law).

Each systematic withdrawal is subject to federal income taxes on the taxable
portion. In addition, a 10% federal penalty tax may be assessed on systematic
withdrawals if the contract owner is under age 59 1/2. You should consult with
your tax adviser regarding the tax consequences of systematic withdrawals.

LOANS

Loans may be available under your contract. If available, all loan provisions
are described in your contract or loan agreement.

OWNERSHIP PROVISIONS
- --------------------------------------------------------------------------------

TYPES OF OWNERSHIP

Contract Owner ("you"). The Contract belongs to the contract owner named in the
Contract (on the Specifications page), or to any other person to whom the
contract is subsequently assigned. An assignment of ownership or a collateral
assignment may be made only for nonqualified contracts. You have sole power
during the annuitant's lifetime to exercise any rights and to receive all
benefits given in the contract provided you have not named an irrevocable
beneficiary and provided the Contract is not assigned.

You receive all payments while the annuitant is alive unless you direct them to
an alternate recipient. An alternate recipient does not become the contract
owner.

Joint Owner. For nonqualified contracts only, joint owners (i.e., spouses) may
be named in a written request before the contract is in effect. Joint owners may
independently exercise transfers allowed under the Contract. All other rights of
ownership must be exercised by both owners. Joint owners own equal shares of any
benefits accruing or payments made to them. All rights of a joint owner end at
death if the other joint owner survives. If the first joint owner to die is also
the annuitant, the death benefit will be paid to the beneficiary. If the first
joint owner to die is not the annuitant, the entire interest under the contract
will pass to the surviving joint owner.

BENEFICIARY

You name the beneficiary in a written request. The beneficiary has the right to
receive any remaining contractual benefits upon the death of the annuitant or
the contract owner. If more than one beneficiary survives the annuitant, they
will share equally in benefits unless the Company receives other instructions,
by written request before the death of the annuitant or contract owner.

With nonqualified contracts, as discussed under "Death Benefit," the beneficiary
named in the contract may differ from the designated beneficiary (for example,
the joint owner or a contingent annuitant). In such cases, the designated
beneficiary receives the contract benefits (rather than the beneficiary) upon
your death.

13
<PAGE> 15

Unless an irrevocable beneficiary has been named, you have the right to change
any beneficiary by written request during the lifetime of the annuitant and
while the Contract continues.

ANNUITANT

The annuitant is designated in the Contract (on the Specifications page), and is
the individual on whose life the maturity date and the amount of the monthly
annuity payments depend. The annuitant may not be changed after the contract is
in effect.

For nonqualified Contracts only, where the owner and annuitant are not the same
person, the contract owner may also name one individual as a contingent
annuitant by written request before the Contract becomes effective. If the
annuitant dies before the maturity date, and a contingent annuitant has been
named, the contingent annuitant becomes the annuitant, and the contract
continues. A contingent annuitant may not be changed, deleted or added after the
Contract becomes effective.

DEATH BENEFIT
- --------------------------------------------------------------------------------

Before the maturity date, where there is no contingent annuitant, a death
benefit is payable to the beneficiary when either the annuitant, the contract
owner or the first of joint owners dies. The death benefit is calculated as of
the close of the business day on which the Company's Administrative Office
received due proof of death and written payment instructions (the death report
date).

DEATH PROCEEDS BEFORE THE MATURITY DATE

WHERE ANNUITANT WAS YOUNGER THAN AGE 68 ON THE CONTRACT DATE:

The death benefit payable will be the greatest of (1), (2) or (3) below, less
any applicable premium tax and outstanding loans:

(1) the Contract Value;

(2) the total Purchase Payments made under the Contract less any partial
surrenders; or

(3) the Step-Up Value, if any (as described below).

We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. If we receive the
notification more than six months after the date of death, the Death Benefit
payable will be the Contract Value on the Death Report Date less any applicable
premium tax and outstanding loans.

The death benefit payable will be the greatest of (1), (2) or (3) below, less
any applicable premium tax, and outstanding loans:

(1) the Contract Value;

(2) the total Purchase Payments made under the Contract less any partial
surrenders; or

(3) the Step-Up Value (as described below) associated with the seventh
Contract Date Anniversary.

We must be notified no later than six months from the date of death in order for
Us to make payment of proceeds as described above. When permitted by state law,
if we receive notification more than six months after the date of death, the
Death Benefit payable will be the Contract Value on the Death Report Date less
any applicable premium tax and outstanding loans.

WHERE ANNUITANT WAS AGE 76 OR OLDER ON THE CONTRACT DATE:

The death benefit payable will be the Contract Value on the Death Report Date,
less any applicable premium tax and any outstanding loans.

14
<PAGE> 16

STEP-UP VALUE:

A Step-Up Value will be established on the seventh Contract Date anniversary.
The Step-Up Value will equal the Contract Value on that anniversary. For
Contracts where the Annuitant was younger than 68 on the Contract Date, the
Step-Up Value will be recalculated on each anniversary until the Annuitant's
76th birthday. If the Contract Value on the anniversary is greater than the
Step-Up Value, the Step-Up Value will be reset to equal the Contract Value on
that date. If the Step-Up Value is greater than the Contract Value, the Step-Up
Value remains unchanged. For all contracts, each time a Purchase Payment is made
we will increase the Step-Up Value by the amount of the payment and, when a
partial surrender is taken, we will reduce the Step-Up Value by a Partial
Surrender Reduction (as described below).

The Partial Surrender Reduction equals:

(1) the Step-Up Value immediately before the reduction for the partial
surrender, multiplied by

(2) the amount of the partial surrender divided by

(3) the Contract Value immediately before the partial surrender.

PAYMENT OF PROCEEDS

The process of paying death benefit proceeds under various situations is
described below. Generally, the person(s) receiving the benefit may request that
the proceeds be paid in a lump sum, or be applied to one of the settlement
options available under the Contract.

DEATH OF ANNUITANT WHO IS THE CONTRACT OWNER. The Company will pay the proceeds
to any surviving joint owner, or if none, the beneficiary(ies), or if none, to
the contract owner's estate.

Under a nonqualified contract, the death benefit proceeds must be distributed to
the beneficiary within five years of the contract owner's death. Or, the
beneficiary may elect to receive payments from an annuity which begins within
one year of the contract owner's death and is payable over the life of the
beneficiary over a period not exceeding the beneficiary's life expectancy.

Under a nonqualified contract, if the beneficiary is the contract owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution. In such case, the distribution rules
applicable when a contract owner dies generally will apply when that spouse, as
contract owner, dies.

DEATH OF ANNUITANT WHO IS NOT THE CONTRACT OWNER (NONQUALIFIED CONTRACTS ONLY).
If there is no contingent annuitant, the Company will pay the death proceeds to
the beneficiary. However, if there is a contingent annuitant, he or she becomes
the annuitant and the Contract continues in effect (generally using the original
maturity date). The proceeds described above will be paid upon the death of the
last surviving contingent annuitant.

DEATH OF CONTRACT OWNER WHO IS NOT THE ANNUITANT (NONQUALIFIED CONTRACTS ONLY).
The Company will pay the proceeds to any surviving joint owner, or if none, to
the beneficiary(ies), or if none, to the contract owner's estate. If the
surviving joint owner (or if none, the beneficiary) is the Contract Owner's
spouse, he or she may elect to continue the contract as the new contract owner
rather than receiving the distribution.

ENTITY AS OWNER. In the case of a nonqualified Contract owned by a nonnatural
person (e.g. a trust or another entity), the death benefit will be paid only
upon the death of the annuitant.

DEATH PROCEEDS AFTER THE MATURITY DATE

If the owner or annuitant dies on or after the maturity date, the Company will
pay the beneficiary a death benefit consisting of any benefit remaining under
the annuity option then in effect.

15
<PAGE> 17

THE ANNUITY PERIOD
- --------------------------------------------------------------------------------

MATURITY DATE

Under the Contract, you can receive regular income payments (annuity payments).
You can choose the month and the year in which those payments begin (maturity
date). You can also choose among income plans (annuity or income options) or
elect a lump-sum distribution. We ask you to choose the maturity date and the
annuity option when you purchase the contract. While the annuitant is alive, you
can change your selection any time up to the maturity date. Annuity payments
will begin on the maturity date stated in the Contract unless the Contract has
been fully surrendered or the proceeds have been paid to the beneficiary before
that date. Annuity payments are a series of periodic payments (a) for life; (b)
for life with either a minimum number of payments or a specific amount assured;
or (c) for the joint lifetime of the annuitant and another person, and
thereafter during the lifetime of the survivor. We may require proof that the
annuitant is alive before annuity payments are made.

Unless you elect otherwise, the maturity date will be the annuitant's 90th
birthday or ten years after the effective date of the contract, if later. (For
Contracts issued in Florida, the maturity date elected may not be later than the
annuitant's 90th birthday.)

For nonqualified Contracts, at least 30 days before the original maturity date,
a contract owner may elect to extend the maturity date to any time prior to the
annuitant's 85th birthday or, for qualified Contracts, to a later date with the
Company's consent. Certain annuity options taken at the maturity date may be
used to meet the minimum required distribution requirements of federal tax law,
or a program of partial surrenders may be used instead. These mandatory
distribution requirements take effect generally upon the death of the contract
owner, or with qualified contracts upon either the later of the contract owner's
attainment of age 70 1/2 or year of retirement; or the death of the contract
owner. Independent tax advice should be sought regarding the election of minimum
required distributions.

ALLOCATION OF ANNUITY

When an annuity option is elected, it may be elected as a variable annuity, a
fixed annuity, or a combination of both. (Variable payouts may not be available
in all states. Refer to your contract.) If, at the time annuity payments begin,
no election has been made to the contrary, the cash surrender value will be
applied to provide an annuity funded by the same funding options (contract
value, in Oregon). At least 30 days before the maturity date, you may transfer
the contract value among the funding options in order to change the basis on
which annuity payments will be determined. (See "Transfers.")

VARIABLE ANNUITY

You may choose an annuity payout that fluctuates depending on the investment
experience of the variable funding options. The number of annuity units credited
to the Contract is determined by dividing the first monthly annuity payment
attributable to each funding option by the corresponding annuity unit value as
of 14 days before the date annuity payments begin. An annuity unit is used to
measure the dollar value of an annuity payment. The number of annuity units (but
not their value) remains fixed during the annuity period.

DETERMINATION OF FIRST ANNUITY PAYMENT. The Contract contains tables used to
determine the first monthly annuity payment. The amount applied to effect a
variable annuity will be the value of the funding options as of 14 days before
the date annuity payments begin less any applicable premium taxes not previously
deducted.

The amount of the first monthly payment depends on the annuity option elected. A
formula for determining the adjusted age is contained in the Contract. The total
first monthly annuity payment is determined by multiplying the benefit per
$1,000 of value shown in the tables of the Contract

16
<PAGE> 18

by the number of thousands of dollars of value of the Contract applied to that
annuity option. The Company reserves the right to require satisfactory proof of
age of any person on whose life annuity payments are based before making the
first payment under any of the payment options.

DETERMINATION OF SECOND AND SUBSEQUENT ANNUITY PAYMENTS. The dollar amount of
the second and subsequent annuity payments is not predetermined and may change
from month to month based on the investment experience of the applicable funding
option. The total amount of each annuity payment will be equal to the sum of the
basic payments in each funding option. The actual amounts of these payments are
determined by multiplying the number of annuity units credited to each funding
option by the corresponding annuity unit value as of the date 14 days before the
date the payment is due.

FIXED ANNUITY

You may choose a fixed annuity that provides payments which do not vary during
the annuity period. We will calculate the dollar amount of the first fixed
annuity payment as described under "Variable Annuity," except that the amount
applied to effect the annuity will be the cash surrender value, determined as of
the date annuity payments begin. If it would produce a larger payment, the first
fixed annuity payment will be determined using the Life Annuity Tables in effect
on the maturity date.

PAYMENT OPTIONS
- --------------------------------------------------------------------------------

ELECTION OF OPTIONS

While the annuitant is alive, you can change your annuity option selection any
time up to the maturity date. Once annuity payments have begun, no further
elections are allowed.

During the annuitant's lifetime, if you do not elect otherwise before the
maturity date, we will pay you (or another designated payee) the first of a
series of monthly annuity payments based on the life of the annuitant, in
accordance with Annuity Option 2 (Life Annuity with 120 monthly payments
assured). For certain qualified contracts, Annuity Option 4 (Joint and Last
Survivor Joint Life Annuity -- Annuity Reduced on Death of Primary Payee) will
be the automatic option as described in the contract.

The minimum amount that can be placed under an annuity option will be $1,000
unless we agree to a lesser amount. If any monthly periodic payment due is less
than $100, the Company reserves the right to make payments at less frequent
intervals, or to pay the contract value in a lump-sum.

On the maturity date, we will pay the amount due under the Contract in one lump
sum (except in Florida, where this is not permitted), or in accordance with the
payment option that you select. You must elect an option in writing, in a form
satisfactory to the Company. Any election made during the lifetime of the
annuitant must be made by the contract owner.

ANNUITY OPTIONS

Subject to the conditions described in "Election of Options" above, all or any
part of the cash surrender value (or, where required by state law, contract
value) may be paid under one or more of the following annuity options. Payments
under the annuity options may be elected on a monthly, quarterly, semiannual or
annual basis. We may offer additional options.

Option 1 -- Life Annuity -- No Refund. The Company will make annuity payments
during the lifetime of the annuitant ending with the last payment before death.
This option offers the maximum periodic payment, since there is no assurance of
a minimum number of payments or provision for a death benefit for beneficiaries.

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Assured. The
Company will make monthly annuity payments during the lifetime of the annuitant,
with the agreement that if, at

17
<PAGE> 19

the death of that person, payments have been made for less than 120, 180 or 240
months as elected, we will continue making payments to the beneficiary during
the remainder of the period.

Option 3 -- Joint and Last Survivor Life Annuity -- No Refund. The Company will
make regular annuity payments during the lifetime of the annuitant and a second
person. When either person dies, we will continue making payments to the
survivor. No further payments will be made following the death of the survivor.

Option 4 -- Joint and Last Survivor Life Annuity -- Annuity Reduced on Death of
Primary Payee. The Company will make annuity payments during the lifetimes of
the annuitant and a second person. One will be designated the primary payee, the
other will be designated the secondary payee. On the death of the secondary
payee, the Company will continue to make monthly annuity payments to the primary
payee in the same amount that would have been payable during the joint lifetime
of the two persons. On the death of the primary payee, the Company will continue
to make annuity payments to the secondary payee in an amount equal to 50% of the
payments which would have been made during the lifetime of the primary payee. No
further payments will be made once both payees have died.

Option 5 -- Other Annuity Options. The Company will make any other arrangements
for annuity payments as may be mutually agreed upon.

INCOME OPTIONS

Instead of one of the annuity options described above, and subject to the
conditions described under "Election of Options," all or part of the cash
surrender value (or, where required by state law, contract value) may be paid
under one or more of the following income options, provided that they are
consistent with federal tax law qualification requirements. Payments under the
income options may be elected on a monthly, quarterly, semiannual or annual
basis:

Option 1 -- Payments of a Fixed Amount. The Company will make equal payments of
the amount elected until the cash surrender value applied under this option has
been exhausted. The first payment and all later payments will be paid from
amounts attributable to each investment option in proportion to the cash
surrender value attributable to each. The final payment will include any amount
insufficient to make another full payment.

Option 2 -- Payments for a Fixed Period. The Company will make payments for the
fixed period selected based on the cash surrender value as of the date payments
begin. If, at the death of the annuitant, the total number of fixed payments has
not been made, the payments will be made to the beneficiary.

Option 3 -- Other Income Options. The Company will make any other arrangements
for income payments as may be mutually agreed upon.

The amount applied to effect an income option will be the cash surrender value
as of the date income payments begin, less any applicable premium taxes not
previously deducted and any applicable withdrawal charge. (Certain states may
have different requirements that we will honor.) The cash surrender value used
to determine the amount of any income payment will be determined on the same
basis as the cash surrender value during the accumulation period, including the
deduction for mortality and expense risks and the contract administrative
expense charge.

MISCELLANEOUS CONTRACT PROVISIONS
- --------------------------------------------------------------------------------

RIGHT TO RETURN

You may return the Contract for a full refund of the contract value (including
charges) within twenty days after you receive it (the "right to return period").
Where state law requires a longer period, or the return of purchase payments,
the Company will comply. You bear the investment risk during the right to return
period; therefore, the contract value returned may be greater or less than your
purchase payment. If the Contract is purchased as an Individual Retirement
Annuity, and

18
<PAGE> 20

is returned within the first seven days after delivery, your purchase payment
will be refunded in full; during the remainder of the right to return period,
the contract value (including charges) will be refunded. The contract value will
be determined following the close of the business day on which we receive a
written request for a refund. Refer to your Contract for any state-specific
information.

TERMINATION

You do not need to make any purchase payments after the first to keep the
Contract in effect. However, we reserve the right to terminate the Contract on
any business day if the contract value as of that date is less than $1,000 and
no purchase payments have been made for at least two years, unless otherwise
specified by state law. Termination will not occur until 31 days after the
Company has mailed notice of termination to the contract owner's last known
address and to any assignee of record. If the Contract is terminated, we will
pay you the cash surrender value (contract value less any applicable premium
tax, in the states that so require), less any applicable charges and any
outstanding loans.

REQUIRED REPORTS

As often as required by law, but at least once in each contract year before the
due date of the first annuity payment, we will furnish a report showing the
number of accumulation units credited to the Contract and the corresponding
accumulation unit value(s) as of the date of the report for each funding option
to which the contract owner has allocated amounts during the applicable period.
The Company will keep all records required under federal or state laws.

SUSPENSION OF PAYMENTS

The Company reserves the right to suspend or postpone the date of any payment or
determination of values on any business day (1) when the New York Stock Exchange
("the Exchange") is closed; (2) when trading on the Exchange is restricted; (3)
when an emergency exists as determined by the SEC so that the sale of securities
held in the Separate Account may not reasonably occur or so that the Company may
not reasonably determine the value the Separate Account's net assets; or (4)
during any other period when the SEC, by order, so permits for the protection of
security holders.

TRANSFERS OF CONTRACT VALUES TO OTHER ANNUITIES

We may permit contract owners to transfer their contract values into other
annuities offered by us or our affiliated insurance companies under rules then
in effect.

THE SEPARATE ACCOUNT
- --------------------------------------------------------------------------------

The Separate Account was established on July 6, 1994 and is registered with the
SEC as a unit investment trust (separate account) under the Investment Company
Act of 1940, as amended (the "1940 Act"). The assets of the Separate Account
will be invested in the shares of the variable funding options for this contract
and for other annuity contracts offered under the Separate Account.

The assets of the Separate Account are held for the exclusive benefit of the
owners of this separate account, according to the laws of Arizona. Income, gains
and losses, whether or not realized, from assets allocated to the Separate
Account are, in accordance with the Contracts, credited to or charged against
the Separate Account without regard to other income, gains and losses of the
Company. The assets held by the Separate Account are not chargeable with
liabilities arising out of any other business which the Company may conduct.
Obligations under the Contract are obligations of the Company.

All investment income and other distributions of the funding options are payable
to the Separate Account. All such income and/or distributions are reinvested in
shares of the respective funding

19
<PAGE> 21

option at net asset value. Shares of the funding options are currently sold only
to life insurance company separate accounts to fund variable annuity and
variable life insurance contracts.

PERFORMANCE INFORMATION

From time to time, we may advertise several types of historical performance for
the Contract's funding options. We may advertise the "standardized average
annual total returns" of the funding option, calculated in a manner prescribed
by the SEC, and the "non-standardized total return," as described below. Once
available, specific examples of the performance information will appear in the
SAI.

STANDARDIZED METHOD. Quotations of average annual total returns are computed
according to a formula in which a hypothetical initial investment of $1,000 is
applied to the funding option, and then related to ending redeemable values over
one-, five-, and ten-year periods, or for a period covering the time during
which the funding option has been in existence, if less. These quotations
reflect the deduction of all recurring charges during each period (on a pro rata
basis in the case of fractional periods). The deduction for the annual
administrative charge is converted to a percentage of assets based on the actual
fee collected (or anticipated to be collected, if a new product), divided by the
average net assets for Contracts sold (or anticipated to be sold). Each
quotation assumes a total redemption at the end of each period with the
applicable withdrawal charge deducted at that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be calculated in a
similar manner based on the performance of the funding options over a period of
time, usually for the calendar year-to-date, and for the past one-, three-,
five- and ten-year periods. Nonstandardized total returns will not reflect the
deduction of any withdrawal charge or the annual contract administrative charge,
which, if reflected, would decrease the level of performance shown. The
withdrawal charge is not reflected because the Contract is designed for
long-term investment.

For funding options that were in existence before they became available under
the Separate Account, the standardized total return quotations may be
accompanied by returns showing the investment performance that such funding
options would have achieved (reduced by the applicable charges) had they been
held under the Contract for the period quoted. The total return quotations are
based upon historical earnings and are not necessarily representative of future
performance.

GENERAL. Within the guidelines prescribed by the SEC and the National
Association of Securities Dealers, Inc. ("NASD"), performance information may be
quoted numerically or may be presented in a table, graph or other illustration.
Advertisements may include data comparing performance to well-known indices of
market performance (including, but not limited to, the Dow Jones Industrial
Average, the Standard & Poor's (S&P) 500 Index and the S&P 400 Index, the Lehman
Brothers Long T-Bond Index, the Russell 1000, 2000 and 3000 Indices, the Value
Line Index, and the Morgan Stanley Capital International's EAFE Index).
Advertisements may also include published editorial comments and performance
rankings compiled by independent organizations (including, but not limited to,
Lipper Analytical Services, Inc. and Morningstar, Inc.) and publications that
monitor the performance of the Separate Account and the variable funding
options.

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

The following general discussion of the federal income tax consequences under
this Contract is not intended to cover all situations, and is not meant to
provide tax advice. Because of the complexity of the law and the fact that the
tax results will vary depending on many factors, you should consult your tax
adviser regarding your personal situation. For your information, a more detailed
tax discussion is contained in the SAI.

20
<PAGE> 22

GENERAL TAXATION OF ANNUITIES

Congress has recognized the value of saving for retirement by providing certain
tax benefits, in the form of tax deferral, for money put into an annuity. The
Internal Revenue Code (Code) governs how this money is ultimately taxed,
depending upon the type of contract, qualified or non-qualified, and the manner
in which the money is distributed, as briefly described below.

TYPES OF CONTRACTS: QUALIFIED OR NONQUALIFIED

If you purchase an annuity contract with proceeds of an eligible rollover
distribution from any pension plan, specially sponsored program, or individual
retirement annuity (IRA) with pre-tax dollars, your contract is referred to as a
qualified contract. Some examples of qualified contracts are: regular IRAs,
403(b) annuities, pension and profit-sharing plans (including 401(k) plans),
Keogh Plans, and certain other qualified deferred compensation plans. An
exception to this is a qualified plan called a Roth IRA. Under Roth IRAs,
after-tax contributions accumulate until maturity, when amounts (including
earnings) may be withdrawn tax-free. If you purchase the contract on an
individual basis with after-tax dollars and not under one of the programs
described above, your contract is referred to as nonqualified.

NONQUALIFIED ANNUITY CONTRACTS

As the owner of a nonqualified annuity, you do not receive any tax benefit
(deduction or deferral of income) on purchase payments, but you will not be
taxed on increases in the value of your contract until a distribution
occurs -- either as a withdrawal (distribution made prior to the maturity date),
or as annuity payments. When a withdrawal is made, you are taxed on the amount
of the withdrawal that is considered earnings. Similarly, when you receive an
annuity payment, part of each payment is considered a return of your purchase
payments and will not be taxed. The remaining portion of the annuity payment
(i.e., any earnings) will be considered ordinary income for tax purposes.

If a nonqualified annuity is owned by other than an individual, however, (e.g.,
by a corporation), increases in the value of the contract attributable to
purchase payments made after February 28, 1986 are includible in income
annually. Furthermore, for contracts issued after April 22, 1987, if you
transfer the contract without adequate consideration all deferred increases in
value will be includible in your income at the time of the transfer.

If you make a partial withdrawal, this money will generally be taxed as first
coming from earnings, (income in the contract), and then from your purchase
payments. These withdrawn earnings are includible in your income. (See "Penalty
Tax for Premature Distributions" below.) There is income in the contract to the
extent the contract value exceeds your investment in the contract. The
investment in the contract equals the total purchase payments you paid less any
amount received previously which was excludible from gross income. Any direct or
indirect borrowing against the value of the contract or pledging of the contract
as security for a loan will be treated as a cash distribution under the tax law.

Federal tax law requires that nonqualified annuity contracts meet minimum
mandatory distribution requirements upon the death of the contract owner,
including the first of joint owners. If these requirements are not met, the
surviving joint owner, or the beneficiary, will have to pay taxes prior to
distribution. The distribution required depends, among other things, upon
whether an annuity option is elected or whether the new contract owner is the
surviving spouse. We will administer Contracts in accordance with these rules
and we will notify you when you should begin receiving payments.

QUALIFIED ANNUITY CONTRACTS

Under a qualified annuity, since amounts paid into the contract have generally
not yet been taxed, the full amount of all distributions, including lump-sum
withdrawals and annuity payments, are taxed at the ordinary income tax rate
unless the distribution is transferred to an eligible rollover account or
contract. The Contract is available as a vehicle for IRA rollovers and for other
qualified

21
<PAGE> 23

contracts. There are special rules which govern the taxation of qualified
contracts, including withdrawal restrictions, requirements for mandatory
distributions, and contribution limits, and also special rules regarding Roth
IRAs. We have provided a more complete discussion in the SAI.

PENALTY TAX FOR PREMATURE DISTRIBUTIONS

Taxable distributions taken before the contract owner has reached the age of
59 1/2 will be subject to a 10% additional tax penalty unless the distribution
is taken in a series of periodic distributions, for life or life expectancy, or
unless the distribution follows the death or disability of the contract owner.
Other exceptions may be available in certain qualified plans.

DIVERSIFICATION REQUIREMENTS FOR VARIABLE ANNUITIES

The Code requires that any nonqualified variable annuity contracts based on a
separate account shall not be treated as an annuity for any period if
investments made in the account are not adequately diversified. Final tax
regulations define how separate accounts must be diversified. The Company
monitors the diversification of investments constantly and believes that its
accounts are adequately diversified. The consequence of any failure to diversify
is essentially the loss to the Contract Owner of tax deferred treatment. The
Company intends to administer all contracts subject to this provision of law in
a manner that will maintain adequate diversification.

OWNERSHIP OF THE INVESTMENTS

Assets in the separate account, also referred to as a segregated asset account,
must be owned by the Company and not by the Contract Owner for federal income
tax purposes. Otherwise, the deferral of taxes is lost and income and gains from
the account would be includable annually in the Contract Owner's gross income.

The Internal Revenue Service has stated in published rulings that a variable
contract owner will be considered the owner of the assets of a segregated asset
account if the owner possesses an incident of ownership in those assets, such as
the ability to exercise investment control over the assets. The Treasury
Department announced, in connection with the issuance of temporary regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather than
the insurance company, to be treated as the owner of the assets of the account."
This announcement, dated September 15, 1986, also stated that the guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular subaccounts [of a segregated asset
account] without being treated as owners of the underlying assets." As of the
date of this prospectus, no such guidance has been issued.

The Company does not know if such guidance will be issued, or if it is, what
standards it may set. Furthermore, the Company does not know if such guidance
may be issued with retroactive effect. New regulations are generally issued with
a prospective-only effect as to future sales or as to future voluntary
transactions in existing contracts. The Company therefore reserves the right to
modify the contract as necessary to attempt to prevent Contract Owners from
being considered the owner of the assets of the separate account.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by April 1st of
the calendar year following the calendar year in which an IRA owner attains age
70 1/2. Participants in qualified plans and 403(b) annuities may defer minimum
distributions until the later of April 1st of the calendar year following the
calendar year in which they attain age 70 1/2 or the year of retirement.
Distributions must begin or be continued according to required patterns
following the death of the contract owner or annuitant of both qualified and
nonqualified annuities.

22
<PAGE> 24

OTHER INFORMATION
- --------------------------------------------------------------------------------

THE INSURANCE COMPANY

Citicorp Life Insurance Company is a stock life insurance company organized
under the laws of Arizona in 1971. Citicorp Life Insurance Company is an
indirect, wholly owned subsidiary of Citigroup, one of the world's largest bank
holding companies.

FINANCIAL STATEMENTS

The financial statements for the insurance company are located in the Statement
of Additional Information. The financial statements for the separate account
will be available through annual reports to shareholders. These reports are
accessible through the SEC's website that appears on page 1 of the prospectus.

YEAR 2000 COMPLIANCE

Like all financial services providers, we use computer systems that may be
affected by Year 2000 transition issues, and rely on service providers,
including the funding options, whose systems also may be affected. We have
developed, and are in the process of implementing, a Year 2000 transition plan.
In addition, we are in the process of confirming that the funding options and
other service providers are also engaged in similar transition plans. The
resources that are being devoted to this effort are substantial. It is difficult
to predict with precision whether the amount of resources ultimately devoted, or
the outcome of these efforts, will have any negative impact on our operations.
However, as of the date of this prospectus, it is not anticipated that you will
experience negative effects on your investment, or on the services we provide,
as a result of Year 2000 transition implementation. As of January 1, 1999, our
systems are Year 2000 compliant, but there can be no assurance that the
interaction with other service providers will not impair services at that time.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

The Company intends to sell the Contracts in all jurisdictions where it is
licensed to do business and where the Contract is approved. The Contracts will
be sold by life insurance sales agents who represent the Company, and who are
licensed registered representatives of the Company. Up-front compensation paid
to sales representatives will not exceed 7.00 % of the payments made under the
Contracts. If asset-based compensation is paid, it will not exceed 2% of the
average account value annually.

From time to time, the Company may pay or permit other promotional incentives,
in cash, credit or other compensation.

Any sales representative or employee will have been qualified to sell variable
annuities under applicable federal and state laws. Each broker-dealer is
registered with the SEC under the Securities Exchange Act of 1934, and all are
members of the NASD. The principal underwriter for the Contracts is CFBDS, Inc.,
21 Milk St., Boston, MA. CFBDS, Inc. is not affiliated with the Company or the
Separate Account.

CONFORMITY WITH STATE AND FEDERAL LAWS

The Contract is governed by the laws of the state in which it is delivered. Any
paid-up annuity, cash surrender value or death benefits that are available under
the Contract are not less than the minimum benefits required by the statutes of
the state in which the Contract is delivered. We reserve the right to make any
changes, including retroactive changes, in the Contract to the extent that the
change is required to meet the requirements of any law or regulation issued by
any governmental agency to which the Company, the Contract or the contract owner
is subject.

23
<PAGE> 25

VOTING RIGHTS

The Company is the legal owner of the shares of the funding options. However, we
believe that when a funding option solicits proxies in conjunction with a vote
of shareholders we are required to obtain from you and from other owners
instructions on how to vote those shares. When we receive those instructions, we
will vote all of the shares we own in proportion to those instructions. This
will also include any shares we own on our own behalf. Should we determine that
we are no longer required to comply with the above, we will vote on the shares
in our own right.

LEGAL PROCEEDINGS AND OPINIONS

There are no pending material legal proceedings affecting the separate account
or the Company.
Legal matters in connection with the federal laws and regulations affecting the
issue and sale of the Contract described in this prospectus, as well as the
organization of the Company, its authority to issue variable annuity contracts
under Arizona law and the validity of the forms of the variable annuity
contracts under Arizona law, have been passed on by the General Counsel of the
Company.

24
<PAGE> 26

APPENDIX A
- --------------------------------------------------------------------------------

THE FIXED ACCOUNT

The Fixed Account is secured by part of the general assets of the Company. The
general assets of the Company include all assets of the Company other than those
held in the Separate Account or any other separate account sponsored by the
Company or its affiliates.

The staff of the SEC does not generally review the disclosure in the prospectus
relating to the Fixed Account. Disclosure regarding the Fixed Account and the
general account may, however, be subject to certain provisions of the federal
securities laws relating to the accuracy and completeness of statements made in
the prospectus.

Under the Fixed Account, the Company assumes the risk of investment gain or
loss, guarantees a specified interest rate, and guarantees a specified periodic
annuity payment. The investment gain or loss of the funding options does not
affect the Fixed Account portion of the contract owner's contract value, or the
dollar amount of fixed annuity payments made under any payout option.

We guarantee that, at any time, the Fixed Account contract value will not be
less than the amount of the purchase payments allocated to the Fixed Account,
plus interest credited as described below, less any applicable premium taxes or
prior surrenders. If the contract owner effects a surrender, the amount
available from the Fixed Account will be reduced by any applicable withdrawal
charge as described under "Charges and Deductions" in this prospectus.

Purchase payments allocated to the Fixed Account and any transfers made to the
Fixed Account become part of the Company's general account which supports
insurance and annuity obligations. Neither the general account nor any interest
therein is registered under, nor subject to the provisions of, the Securities
Act of 1933 or Investment Company Act of 1940. We will invest the assets of the
Fixed Account at our discretion. Investment income from such Fixed Account
assets will be allocated to us and to the Contracts participating in the Fixed
Account.

Investment income from the Fixed Account allocated to us includes compensation
for mortality and expense risks borne by us in connection with Fixed Account
Contracts. The amount of such investment income allocated to the Contracts will
vary from year to year in our sole discretion at such rate or rates as we
prospectively declare from time to time.

The initial rate for any allocations into the Fixed Account is guaranteed for
one year from the date of such allocation. Subsequent renewal rates will be
guaranteed for the calendar quarter. We also guarantee that for the life of the
Contract we will credit interest at not less than 3% per year. Any interest
credited to amounts allocated to the Fixed Account in excess of 3% per year will
be determined in our sole discretion. You assume the risk that interest credited
to the Fixed Account may not exceed the minimum guarantee of 3% for any given
year.

TRANSFERS

You may make transfers from the Fixed Account to any other available variable
funding option(s) twice a year during the 30 days following the semi-annual
anniversary of the contract effective date. The transfers are limited to an
amount of up to 15% of the Fixed Account Value on the semi-annual contract
effective date anniversary. (This restriction does not apply to transfers from
the Dollar Cost Averaging Program.) Amounts previously transferred from the
Fixed Account to other funding options may not be transferred back to the Fixed
Account for a period of at least six months from the date of transfer. We
reserve the right to waive either of these restrictions.

Automated transfers from the Fixed Account to any of the funding options may
begin at any time. Automated transfers from the Fixed Account may not deplete
your Fixed Account value in a period of less than twelve months from your
enrollment in the Dollar Cost Averaging Program.

25
<PAGE> 27

APPENDIX B
- --------------------------------------------------------------------------------

WAIVER OF WITHDRAWAL CHARGE FOR NURSING HOME CONFINEMENT
(THIS WAIVER IS NOT AVAILABLE IF THE ANNUITANT IS AGE 71 OR OLDER ON THE DATE
THE CONTRACT IS ISSUED.)

If, after the first contract year and prior to the maturity date of the
Contract, the annuitant begins confinement in an Eligible Nursing Home, and
remains confined for the qualifying period, you may make a total or partial
withdrawal, subject to the maximum withdrawal amount described below, without
incurring a Withdrawal Charge. In order for the Withdrawal Charge to be waived,
the withdrawal must be made during continued confinement in an Eligible Nursing
Home after the qualifying period has been satisfied, or within sixty (60) days
after such confinement ends. The qualifying period is confinement in an Eligible
Nursing Home for ninety (90) consecutive days. We will require proof of
confinement in a form satisfactory to us, which may include certification by a
licensed physician that such confinement is medically necessary.

An Eligible Nursing Home is defined as an institution or special nursing unit of
a hospital which:

(a) is Medicare approved as a provider of skilled nursing care services; and

(b) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

Meets all of the following standards:

(a) is licensed as a nursing care facility by the state in which it is licensed;

(b) is either a freestanding facility or a distinct part of another facility
such as a ward, wing, unit or swing-bed of a hospital or other facility;

(d) provides, as a primary function, nursing care and room and board; and
charges for these services;

(e) care is provided under the supervision of a licensed physician, registered
nurse (RN) or licensed practical nurse (LPN);

(f) may provide care by a licensed physical, respiratory, occupational or speech
therapist; and

(g) is not, other than in name only, an acute care hospital, a home for the
aged, a retirement home, a rest home, a community living center, or a place
mainly for the treatment of alcoholism, mental illness or drug abuse.

FILING A CLAIM: You must provide the Company with written notice of a claim
during continued confinement following completion of the qualifying period, or
within sixty days after such confinement ends.

The maximum withdrawal amount available without incurring a Withdrawal Charge is
the contract value on the next valuation date following written proof of claim,
less any purchase payments made within a one year period prior to the date
confinement in an Eligible Nursing Home begins, less any additional purchase
payments made on or after the Annuitant's 71st birthday.

Any withdrawal requested which falls under the scope of this waiver will be paid
as soon as we receive proper written proof of your claim, and will be paid in a
lump sum. You should consult with your personal tax adviser regarding the
taxable nature of any withdrawals taken from your contract.

26
<PAGE> 28

APPENDIX C
- --------------------------------------------------------------------------------

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION

The Statement of Additional Information contains more specific information and
financial statements relating to the insurance company. A list of the contents
of the Statement of Additional Information is set forth below:

The Insurance Company
Principal Underwriter
Valuation of Assets
Performance Information
Federal Tax Considerations
Independent Accountants
Financial Statements

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

Copies of the Statement of Additional Information dated (Form No.
) are available without charge. To request a copy, please clip this
coupon on the dotted line above, enter your name and address in the spaces
provided below, and mail to:

Name:

Address:

27
<PAGE> 29

PART B

Information Required in a Statement of Additional Information

<PAGE> 30

CitiElite

STATEMENT OF ADDITIONAL INFORMATION

dated

________,1999

for

CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
FOR VARIABLE ANNUITIES

ISSUED BY

CITICORP LIFE INSURANCE COMPANY

This Statement of Additional Information ("SAI") is not a prospectus but relates
to, and should be read in conjunction with, the Contract Prospectus dated
______, 1999. A copy of the Prospectus may be obtained by writing to Citicorp
Life Insurance Company, 800 Silver Lake Boulevard, P.O. Box 7031 Dover, DE,
19903 or by calling (800) 497-4857.

TABLE OF CONTENTS
<TABLE>
<S> <C>
THE INSURANCE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

PRINCIPAL UNDERWRITER . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

VALUATION OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . .. . . . . . . . . . . . . . 6

INDEPENDENT ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>

<PAGE> 31

THE INSURANCE COMPANY

Citicorp Life Insurance Company is a stock insurance company organized
under the laws of Arizona in 1971. Citicorp Life Insurance Company is wholly
owned by Citibank Delaware which in turn, is a wholly owned subsidiary of
Citigroup, one of the world's largest bank holding companies.

STATE REGULATION. The Company is subject to the laws of Arizona governing
insurance companies.

The Company is also subject to the insurance laws and regulations of
all other states in which it is licensed to operate. However, the insurance
departments of each of these states generally apply the laws of the home state
(jurisdiction of domicile) in determining the field of permissible investments.

THE SEPARATE ACCOUNT. The Separate Account meets the definition of a separate
account under the federal securities laws, and will comply with the provisions
of the 1940 Act. Additionally, the operations of the Separate Account are
subject to the provisions of Arizona laws.

It is conceivable that in the future it may be disadvantageous for both variable
annuity and variable life insurance separate accounts, or for variable separate
accounts of different insurance companies, to invest simultaneously in the same
portfolios (called "mixed" and "shared" funding). Currently neither the
insurance companies nor the portfolios foresee any such disadvantages to the
companies or to variable contract owners. Each portfolio's board of trustees,
directors or managers intends to monitor events in order to identify any
material conflicts between such policy owners and to determine what action, if
any, should be taken in response thereto.

PRINCIPAL UNDERWRITER

CFBDS, Inc. serves as principal underwriter for the Separate Account
and the Contracts. The offering is continuous. CFBDS, Inc. is not affiliated
with the Company or the Separate Account. Its principal executive offices are
located at 21 Milk Street, Boston, MA.

1
<PAGE> 32

VALUATION OF ASSETS

FUNDING OPTIONS: The value of the assets of each funding option is determined on
each business day as of the close of the New York Stock Exchange. Each security
traded on a national securities exchange is valued at the last reported sale
price on each business day. If there has been no sale on that day, then the
value of the security is taken to be the mean between the reported bid and asked
prices on the business day or on the basis of quotations received from a
reputable broker or any other recognized source.

Any security not traded on a securities exchange but traded in the
over-the-counter-market and for which market quotations are readily available is
valued at the mean between the quoted bid and asked prices on the business day
or on the basis of quotations received from a reputable broker or any other
recognized source.

Securities traded on the over-the-counter-market and listed securities
with no reported sales are valued at the mean between the last reported bid and
asked prices or on the basis of quotations received from a reputable broker or
other recognized source.

Short-term investments for which a quoted market price is available are
valued at market. Short-term investments maturing in more than sixty days for
which there is no reliable quoted market price are valued by "marking to market"
(computing a market value based upon quotations from dealers or issuers for
securities of a similar type, quality and maturity.) "Marking to market" takes
into account unrealized appreciation or depreciation due to changes in interest
rates or other factors which would influence the current fair values of such
securities. Short-term investments maturing in sixty days or less for which
there is no reliable quoted market price are valued at amortized cost which
approximates market.

THE CONTRACT VALUE: The value of an accumulation unit on any business day is
determined by multiplying the value on the preceding business day by the net
investment factor for the valuation period just ended. The net investment factor
is used to measure the investment performance of a funding option from one
valuation period to the next. The net investment factor for a funding option for
any valuation period is equal to the sum of 1.000000 plus the net investment
rate (the gross investment rate less any applicable funding option deductions
during the valuation period relating to the mortality and expense risk charge
and the administrative expense charge). The gross investment rate of a funding
option is equal to (a) minus (b), divided by (c) where:

(a) = investment income plus capital gains and losses (whether realized or
unrealized);
(b) = any deduction for applicable taxes (presently zero); and
(c) = the value of the assets of the funding option at the beginning
of the valuation period.

2
<PAGE> 33

The gross investment rate may be either positive or negative. A funding
option's investment income includes any distribution whose ex-dividend date
occurs during the valuation period.

ACCUMULATION UNIT VALUE. The value of the accumulation unit for each funding
option was initially established at $1.00. The value of an accumulation unit on
any business day is determined by multiplying the value on the preceding
business day by the net investment factor for the valuation period just ended.
The net investment factor is calculated for each funding option and takes into
account the investment performance, expenses and the deduction of certain
expenses.

ANNUITY UNIT VALUE. The initial Annuity Unit Value applicable to each funding
option was established at $1.00. An annuity unit value as of any business day is
equal to (a) the value of the annuity unit on the immediately preceding business
day, multiplied by (b) the corresponding net investment factor for the valuation
period just ended, divided by (c) the assumed net investment factor for the
valuation period. (For example, the assumed net investment factor based on an
annual assumed net investment rate of 3.0% for a Valuation Period of one day is
1.000081 and, for a period of two days, is 1.000081 x 1.000081.)

PERFORMANCE INFORMATION

From time to time, the Company may advertise several types of
historical performance for the Funding Options of the Separate Account. The
Company may advertise the "standardized average annual total returns" of the
Funding Option, calculated in a manner prescribed by the Securities and Exchange
Commission, as well as the "nonstandardized total return," as described below:

STANDARDIZED METHOD. Quotations of average annual total returns are
computed according to a formula in which a hypothetical initial investment of
$1,000 is applied to the Funding Option, and then related to ending redeemable
values over one-, five-, and ten-year periods, or for a period covering the time
during which the Funding Option has been in existence, if less. If a Funding
Option has been in existence for less than one year, the "since inception" total
return performance quotations are year-to-date and are not average annual total
returns. These quotations reflect the deduction of all recurring charges during
each period (on a pro rata basis in the case of fractional periods). The
deduction for the annual administrative charge is converted to a percentage of
assets based on the actual fee collected (or anticipated to be collected, if a
new product), divided by the average net assets for contracts sold (or
anticipated to be sold) under the Prospectus to which this Statement of
Additional Information relates. Each quotation assumes a total redemption at the
end of each period with the assessment of any applicable withdrawal charge at
that time.

NONSTANDARDIZED METHOD. Nonstandardized "total returns" will be
calculated in a similar manner based on the performance of the Funding Options
over a period of time, usually for the calendar year-to-date, and for the past
one-, three-, five- and ten-year periods. Nonstandardized total returns will not
reflect the deduction of any applicable withdrawal charge or the annual contract
administrative charge, which, if reflected, would decrease the level of
performance shown. The withdrawal charge is not reflected because the Contract
is designed for long-term investment.

3
<PAGE> 34

For Funding Options that were in existence before they became available
under the Separate Account, the standardized average annual total return
quotations may be accompanied by returns showing the investment performance that
such Funding Options would have achieved (reduced by the applicable charges) had
they been held under the Contract for the period quoted. The total return
quotations are based upon historical earnings and are not necessarily
representative of future performance. An Owner's Contract Value at redemption
may be more or less than original cost.

ACTUAL RETURNS FOR THE SEPARATE ACCOUNT ARE NOT AVAILABLE, SINCE THE
PRODUCT IS NEW AND THEREFORE HAS NO INVESTMENT HISTORY. However, average annual
total returns have been calculated using each funding option's investment
performance since inception. The returns were computed for the period ending as
if they had been available under the Separate Account during that time. They are
set forth in the following tables.

4
<PAGE> 35

AVERAGE ANNUAL TOTAL RETURNS
----------------------------
(taking into account all charges and fees)
- ------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME SUBACCOUNT
INCEPTION
DATE (1) 1 YEAR 5 YEAR 10 YEAR
==================================================================================================================
<S> <C> <C> <C> <C>

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

- ------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
----------------------------
(taking into account all charges and fees except
deferred sales charges and contract administrative charge)
- ------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO NAME FUND
INCEPTION
DATE (2) 1 YEAR 3 YEAR 5 YEAR 10 YEAR
==============================================================================================================================
<S> <C> <C> <C> <C> <C>
% % % %
- ------------------------------------------------------------------------------------------------------------------------------
% % % %
- ------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
% --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
% --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
% --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
% --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
% --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
% ---
- ------------------------------------------------------------------------------------------------------------------------------
% % % ---
- ------------------------------------------------------------------------------------------------------------------------------
% % % ---
- ------------------------------------------------------------------------------------------------------------------------------
% % % ---
- ------------------------------------------------------------------------------------------------------------------------------
% % % ---
- ------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------
--- --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
--- --- --- ---
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

5
<PAGE> 36

FEDERAL TAX CONSIDERATIONS

The following description of the federal income tax consequences under
this Contract is not exhaustive and is not intended to cover all situations.
Because of the complexity of the law and the fact that the tax results will vary
according to the factual status of the individual involved, tax advice may be
needed by a person contemplating purchase of an annuity contract and by a
contract owner or beneficiary who may make elections under a contract. For
further information, please consult a qualified tax adviser.

MANDATORY DISTRIBUTIONS FOR QUALIFIED PLANS

Federal tax law requires that minimum annual distributions begin by
April 1st of the calendar year following the calendar year in which a
participant under a qualified plan, a Section 403(b) annuity, or an IRA attains
age 70 1/2. Distributions must also begin or be continued according to required
patterns following the death of the contract owner or the annuitant.

NONQUALIFIED ANNUITY CONTRACTS

Individuals may purchase tax-deferred annuities without tax law funding
limits. The purchase payments receive no tax benefit, deduction or deferral, but
increases in the value of the contract are generally deferred from tax until
distribution. If a nonqualified annuity is owned by other than an individual,
however, (e.g., by a corporation), the increases in value attributable to
purchase payments made after February 28, 1986 are includable in income
annually. Furthermore, for contracts issued after April 22, 1987, all deferred
increases in value will be includable in the income of a contract owner when the
contract owner transfers the contract without adequate consideration.

If two or more annuity contracts are purchased from the same insurer
within the same calendar year, distributions from any of them will be taxed
based upon the amount of income in all of the same calendar year series of
annuities. This will generally have the effect of causing taxes to be paid
sooner on the deferred gain in the contracts.

Those receiving partial distributions made before the maturity date
will generally be taxed on an income-first basis to the extent of income in the
contract. If you are exchanging another annuity contract for this annuity,
certain pre-August 14, 1982 deposits into an annuity contract that have been
placed in the contract by means of a tax-deferred exchange under Section 1035 of
the Code may be withdrawn first without income tax liability. This information
on deposits must be provided to the Company by the other insurance company at
the time of the exchange. There is income in the contract generally to the
extent the cash value exceeds the investment in the contract. The investment in
the contract is equal to the amount of premiums paid less any amount received
previously which was excludable from gross income. Any direct or indirect
borrowing against the value of the contract or pledging of the contract as
security for a loan will be treated as a cash distribution under the tax law.

The federal tax law requires that nonqualified annuity contracts meet
minimum mandatory distribution requirements upon the death of the contract
owner, including the first of joint owners. Failure to meet these requirements
will cause the surviving joint owner, or the beneficiary, to lose the tax
benefits associated with annuity contracts, i.e., primarily the tax deferral
prior to distribution. The distribution required depends, among other things,
upon whether an annuity option is elected or whether the new contract owner is
the surviving spouse. Contracts will be administered by the

6
<PAGE> 37

Company in accordance with these rules and the Company will make a notification
when payments should be commenced.

INDIVIDUAL RETIREMENT ANNUITIES

To the extent of earned income for the year and not exceeding $2,000
per individual, an individual may make deductible contributions to an individual
retirement annuity (IRA). There are certain limits on the deductible amount
based on the adjusted gross income of the individual and spouse and based on
their participation in a retirement plan. If an individual is married and the
spouse does not have earned income, the individual may establish IRAs for the
individual and spouse. Purchase payments may then be made annually into IRAs for
both spouses in the maximum amount of 100% of earned income up to a combined
limit of $4,000.

The Code provides for the purchase of a Simplified Employee Pension
(SEP) plan. A SEP is funded through an IRA with an annual employer contribution
limit of 15% of compensation up to $30,000 for each participant.

SIMPLE Plan IRA Form

Effective January 1, 1997, employers may establish a savings incentive
match plan for employees ("SIMPLE plan") under which employees can make elective
salary reduction contributions to an IRA based on a percentage of compensation
of up to $6,000. (Alternatively, the employer can establish a SIMPLE cash or
deferred arrangement under IRS Section 401(k)). Under a SIMPLE plan IRA, the
employer must either make a matching contribution of 100% on the first 3% or 7%
contribution for all eligible employees. Early withdrawals are subject to the
10% early withdrawal penalty generally applicable to IRAs, except that an early
withdrawal by an employee under a SIMPLE plan IRA, within the first two years of
participation, shall be subject to a 25% early withdrawal tax.

ROTH IRAS

Effective January 1, 1998, Section 408A of the Code permits certain
individuals to contribute to a Roth IRA. Eligibility to make contributions is
based upon income, and the applicable limits vary based on marital status and/or
whether the contribution is a rollover contribution from another IRA or an
annual contribution. Contributions to a Roth IRA, which are subject to certain
limitations ($2,000 per year for annual contributions), are not deductible and
must be made in cash or as a rollover or transfer from another Roth IRA or other
IRA. A conversion of a "traditional" IRA to a Roth IRA may be subject to tax and
other special rules apply. You should consult a tax adviser before combining any
converted amounts with other Roth IRA contributions, including any other
conversion amounts from other tax years.

Qualified distributions from a Roth IRA are tax-free. A qualified
distribution requires that the Roth IRA has been held for at least 5 years, and
the distribution is made after age 59 1/2, on death or disability of the owner,
or for a limited amount ($10,000) for a qualified first time home purchase for
the owner or certain relatives. Income tax and a 10% penalty tax may apply to
distributions made (1) before age 59 1/2 (subject to certain exceptions) or (2)
during five taxable years starting with the year in which the first contribution
is made to the Roth IRA.

7
<PAGE> 38

QUALIFIED PENSION AND PROFIT-SHARING PLANS

Under a qualified pension or profit-sharing plan, purchase payments
made by an employer are not currently taxable to the participant and increases
in the value of a contract are not subject to taxation until received by a
participant or beneficiary.

Distributions are taxable to the participant or beneficiary as ordinary
income in the year of receipt. Any distribution that is considered the
participant's "investment in the contract" is treated as a return of capital and
is not taxable. Certain lump-sum distributions may be eligible for special
forward averaging tax treatment for certain classes of individuals.

FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient
will be subject to federal income tax withholding as follows:

1. ELIGIBLE ROLLOVER DISTRIBUTION FROM SECTION 403(b) PLANS OR ARRANGEMENTS
OR FROM QUALIFIED PENSION AND PROFIT-SHARING PLANS

There is a mandatory 20% tax withholding for plan distributions that
are eligible for rollover to an IRA or to another retirement plan but that are
not directly rolled over. A distribution made directly to a participant or
beneficiary may avoid this result if:

(a) a periodic settlement distribution is elected based upon a life or
life expectancy calculation, or

(b) a term-for-years settlement distribution is elected for a period of
ten years or more, payable at least annually, or

(c) a minimum required distribution as defined under the tax law is
taken after the attainment of the age of 70 1/2 or as otherwise
required by law.

A distribution including a rollover that is not a direct rollover will
be subject to the 20% withholding, and a 10% additional tax penalty may apply to
any amount not added back in the rollover. The 20% withholding may be recovered
when the participant or beneficiary files a personal income tax return for the
year if a rollover was completed within 60 days of receipt of the funds, except
to the extent that the participant or spousal beneficiary is otherwise
underwithheld or short on estimated taxes for that year.

2. OTHER NON-PERIODIC DISTRIBUTIONS (FULL OR PARTIAL REDEMPTIONS)

To the extent not described as requiring 20% withholding in 1 above,
the portion of a non-periodic distribution which constitutes taxable income will
be subject to federal income tax withholding, if the aggregate distributions
exceed $200 for the year, unless the recipient elects not to have taxes
withheld. If no such election is made, 10% of the taxable distribution will be
withheld as federal income tax. Election forms will be provided at the time
distributions are requested. This form of withholding applies to all annuity
programs.

8
<PAGE> 39

3. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR)

The portion of a periodic distribution which constitutes taxable income
will be subject to federal income tax withholding under the wage withholding
tables as if the recipient were married claiming three exemptions. A recipient
may elect not to have income taxes withheld or have income taxes withheld at a
different rate by providing a completed election form. Election forms will be
provided at the time distributions are requested. This form of withholding
applies to all annuity programs. As of January 1, 1999, a recipient receiving
periodic payments (e.g., monthly or annual payments under an annuity option)
which total $_____ or less per year, will generally be exempt from periodic
withholding.

Recipients who elect not to have withholding made are liable for
payment of federal income tax on the taxable portion of the distribution. All
recipients may also be subject to penalties under the estimated tax payment
rules if withholding and estimated tax payments are not sufficient to cover tax
liabilities.

Recipients who do not provide a social security number or other
taxpayer identification number will not be permitted to elect out of
withholding. Additionally, U.S citizens residing outside of the country, or U.S.
legal residents temporarily residing outside the country, are not permitted to
elect out of withholding.

INDEPENDENT ACCOUNTANTS
(TO BE PROVIDED BY Amendment)

9
<PAGE> 40

CitiElite

STATEMENT OF ADDITIONAL INFORMATION

Individual Variable Annuity Contract
issued by

Citicorp Life Insurance Company
800 Silver Lake Blvd. P.O. Box 7031
Dover,Delaware 19903

L-_______
______, 1999---

10
<PAGE> 41

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements #

All required financial statements are included in Part B.

(b) Exhibits

(1) Certified resolution of the board of directors of Citicorp Life
Insurance Company (the "Company") establishing Citicorp Life
Variable Annuity Separate Account (the "Separate Account").*

(2) Not Applicable.

(3) Form of underwriting agreement among the Company, the Separate Account
and CFBDS, Inc.(formerly The Landmark Funds Broker-Dealer Services,
Inc.)*

(4) (a) Contract Form.#

(5) Contract Application.#

(6) (a) Certificate of Incorporation of the Company.*

(b) By-Laws of the Company.*

(7) None.

(8) (a) Participation Agreement Among MFS Variable Insurance Trust,
Citicorp Life Insurance Company and Massachusetts Financial
Services Company.**

(b) Participation Agreement By and Among AIM Variable Insurance
Funds, Inc. and Citicorp Life Insurance Company, on Behalf of
Itself and Citicorp Life Variable Annuity Separate Account.**

<PAGE> 42

(d) Participation Agreement Between Variable Annuity Portfolios and
Citicorp Life Insurance Company.**

(e) Administrative Services Agreement between Citicorp Insurance
Services, Inc. and Citicorp Life Insurance Company with
Addendums.*

(9) Opinion and Consent of Catherine S. Mulholland, Esq.

(10) Consent of KPMG Peat Marwick LLP.#

(11) Not Applicable.

(12) None.

(13) Schedule for Computation of Each Performance Calculation.***

(14) Not Applicable

*Incorporated herein by reference to the registrant's Post-Effective Amendment
No. 2 to the Registration Statement filed with the Securities and Exchange
Commission via EDGARLINK on April 29, 1996(File 33-81626)

**Incorporated herein by reference to the registrant's Post-Effective Amendment
No. 3 to the Registration Statement filed with the Securities and Exchange
Commission via EDGARLINK on November 8, 1996 (File 33-81626).

*** Incorporated herein by referene to the registrant's Post Effective
Amendment No.5 to the registration statement filed with the securities and
Exchange Commission via EDGARLINK on April 29, 1997 (File 33-81626).

# To be filed by amendment.
<PAGE> 43

Item 25. DIRECTORS AND OFFICERS OF THE COMPANY.

Alan F. Liebowitz Director*

Daniel F. Forcade Director/President and Chief Operating
Officer*

Marc J. Fink Director/Senior Vice President*

Charles H. Masland, IV Director/Senior Vice President*

Larry D. Williams Director/Senior Vice President

Catherine S. Mulholland Senior Vice President and
General Counsel*

Benjamin G. Spurgeon Senior Vice President and
Chief Actuary/Valuation Actuary

Walter C. Smith, Jr. Vice President/Treasurer

Mark C. Lovejoy Vice President and
Chief Underwriter*

Eric S. Miller Vice President*

Kenneth E. Nelson Vice President*

Richard M. Zuckerman Vice President/Associate General
Counsel and Secretary*

* 800 Silver Lake Boulevard, Dover, DE 19904

<PAGE> 44

ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT
<TABLE>
<S> <C>
ORGANIZATION CHART

-------------------------
CITIGROUP
(Delaware Corporation)
-------------------------
100%

-------------------------
CITICORP HOLDINGS, INC.
(Delaware Corporation)
-------------------------
100%

-------------------------
CITIBANK DELAWARE
(Delaware Corporation)
-------------------------

100%
----------------------
CITICORP LIFE
INSURANCE COMPANY
(Arizona Corporation)
----------------------
100% 100%
- ------------------------ -----------------------
FIRST CITICORP LIFE CITICORP ASSURANCE
INSURANCE CO
COMPANY (Delaware Corporation)
(New York Corporation) -----------------------
- ------------------------
</TABLE>

<PAGE> 45

ITEM 27. NUMBER OF CONTRACT OWNERS

As of December 31, 1998, there were ____ contract owners.

ITEM 28. INDEMNIFICATION

The Bylaws of Citicorp Life Insurance Company provide in Article IX as
follows:

(1) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact he is or was a director or officer of the
Corporation, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.

(2) The Corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director or officer
of the Corporation, against expenses (including attorney's fees) actually
and reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the Corporation unless and only to the extent that the court having
jurisdiction in cases of equity of the State of Arizona or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court having jurisdiction in cases of
equity of the State of Arizona or such other court shall deem proper.

(3) The Corporation may indemnify any person who is or was an employee or agent
of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the exent and
under the circumstances provided by paragraphs 1 and 2 of this Article IX
with respect to a person who is or was a director or officer of the
Corporation.

(4) Any indemnification under paragraphs 1, 2 and 3 of this Article IX
(unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification
of the director or officer is proper in the circumstances because he has
met the applicable standard of conduct set forth therein. Such
determination shall be made (a) by the Board of Directors by a majority
vote of a quorum (as defined in the by-laws of the Corporation) consisting
of directors who were not parties to such action, suit or proceeding, or
(b) if such quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so direct, by independent legal counsel in a
written opinion, or (c) by the stockholders.

(5) Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the Board
of Directors of the Corporation in the manner provided in the next
preceding paragraph upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article IX.

(6) The indemnification provided by this article IX shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any statue, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director officer,
employee or agent and shall inure to the benefit of the heirs, executors
and administrators of such a person.

(7) By action of its Board of Directors, notwithstanding any interest of
the directors in the action, the Corporation may cause to be purchased and
maintained insurance, in such amounts as the Board of Directors deems
appropriate, on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or of any corporation a majority of
the voting stock of which is owned by the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power or would be required to indemnify him
against such liability under the provisions of this Article IX or of the
General Corporation Law of the State of Arizona.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, 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 the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, 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.

<PAGE> 46

ITEM 29. PRINCIPAL UNDERWRITER

(a) CFBDS, Inc., the Registrant's Distributor, is also the distributor for
CitiFunds Cash Reserves, CitiFunds Premium Liquid Reserves, CitiFunds
Tax Free Reserves, CitiFunds New York Tax Free Reserves, CitiFunds
California Tax Free Reserves, CitiFunds Connecticut Tax Free Reserves,
CitiFunds New York Tax Free Income Fund, CitiFunds Balanced Fund,
CitiFunds Equity Fund, CitiFunds Short Term U.S. Government Income
Fund, CitiFunds Intermediate Income Fund, CitiFunds U.S. Treasury
Reserves, CitiFunds Premium U.S. Treasury Reserves, CitiFunds
Institutional Liquid Reserves, CitiFunds Institutional U.S. Treasury
Reserves and CitiFunds Institutitonal Tax Free Reserves. CFBDS, Inc.
is also the placement agent for International Portfolio, Large Cap
Value Portfolio, Intermediate Income Portfolio, Foreign Bond
Portfolio, Short Term Portfolio, Small Cap Value Portfolio, Balanced
Portfolio, Cash Reserves Portfolio, Emerging Asian Markets Equity
Portfolio, U.S. Treasury Reserves Portfolio, Small Cap Growth
Portfolio, Tax Free Reserves Portfolio, International Equity
Portfolio, Large Cap Growth Portfolio, Growth and Income Portfolio and
Government Income Portfolio.

(b) The information required by this item 29 with respect to each director
and officer of CFBDS, Inc. is incorporated by reference to Schedule A
or Form BD filed by CFBDS, Inc pursuant to the Securities and Exchange
Act of 1934 (File No. 8-32417).

ITEM 30. LOCATION BOOKS AND RECORDS

All of the accounts, books, records or other documents required to be kept by
Section 31(a) of the Investment Company Act of 1940 and rules thereunder, are
maintained by the Company at 800 Silver Lake Blvd Dover Delaware

ITEM 31. MANAGEMENT SERVICES

Not Applicable.
<PAGE> 47

ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

(a) The registrant undertakes that it will 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 as long as purchase
payments under the contracts offered herein are being accepted.

(b) The registrant undertakes that it will 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 post card or similar written communication
affixed to or included in the prospectus that the applicant can remove
and send to the Company for a statement of additional information.

(c) The registrant undertakes to deliver any statement of additional
information and any financial statements required to be made available
under this Form N-4 promptly upon written or oral request to the
Company at the address or phone number listed in the prospectus.

(d) The Company represents that in connection with its offering of the
contracts as funding vehicles for retirement plans meeting the
requirements of Section 403(b) of the Internal Revenue Code of 1986,
it is relying on a no-action letter dated November 28, 1988, to the
American Council of Life Insurance (Ref. No. IP-6-88) regarding
Sections 22(e), 27(c)(1), and 27(d) of the Investment Company Act of
1940, and that paragraphs numbered (1) through (4) of that letter will
be complied with.

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

<PAGE> 48

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant has caused this Registration Statement to be
signed on its behalf, in the City of Dover and the State of Delaware, on
this 28th day of January 1999.

CITICORP LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT
(Registrant)

Attest:/s/Catherine S. Mulholland By:/s/Larry D. Williams
-------------------------- ---------------------------------
Senior Vice President of Citicorp
Life Insurance Company

BY: CITICORP LIFE INSURANCE COMPANY
(Depositor)

Attest:/s/Catherine S. Mulholland By:/s/Larry D. Williams
-------------------------- ---------------------------------
Senior Vice President

As required by the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Daniel F. Forcade Director, President January 28, 1999
- ------------------------- ------------------- ----------------
(COO)

/s/Larry D. Williams Director, SVP January 28, 1999
- ------------------------- ------------------ ----------------

/s/Charles H. Masland, IV Director, SVP January 28, 1999
- ------------------------- ------------------ ----------------

/s/Marc J. Fink Director, SVP January 28, 1999
- ------------------------- ------------------- ----------------

/s/Walter C. Smith, Jr. Treasurer, VP January 28, 1999
- ------------------------- ------------------- ----------------
</TABLE>

<PAGE> 49

As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant has caused this Registration Statement to be
signed on its behalf, in the City of Dover, and the State of Delaware, on
this 28th day of January, 1999.

CITICORP LIFE VARIABLE ANNUITY
SEPARATE ACCOUNT
(Registrant)

Attest:/s/Catherine S. Mulholland By:/s/Larry D. Williams
-------------------------- --------------------------------
Senior Vice President of Citicorp
Life Insurance Company

BY: CITICORP LIFE INSURANCE COMPANY
(Depositor)

Attest:/s/Catherine S. Mulholland By:/s/Larry D. Williams
-------------------------- --------------------------------
Senior Vice President

As required by the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/Alan F. Liebowitz Director January 28, 1999
- ------------------------ -------------------- -----------------

</TABLE>

<PAGE> 50

EXHIBIT INDEX

9. Opinion and Consent of Catherine S. Mulholland.

<PAGE> 1

EXHIBIT 9

<PAGE> 2

CITICORP LIFE INSURANCE COMPANY LETTERHEAD

With reference to Form N-4 Registration Statement filed on behalf of Citicorp
Life Insurance Company and the Citicorp Life Variable Annuity Separate Account
with the Securities and Exchange Commission covering flexible premium variable
deferred annuity policies, I have examined such documents and such law and have
made due inquiries as I considered necessary and appropriate, and on the basis
of such examination and inquiries, it is my opinion that:

1. The Citicorp Life Insurance Company is duly organized and validly
existing under the laws of the State of Arizona and has been
duly authorized to issue flexible premium variable deferred
annuity policies by the Department of Insurance of the State of
Arizona.

2. The Citicorp Life Variable Annuity Separate Account is a duly
authorized and existing separate account established pursuant to
the provisions of the Revised Statutes of the state of Arizona;

3. The flexible premium variable deferred annuity policies, when
issued as contemplated by said Form N-4 Registration Statement,
will constitute legal, validly issued and binding obligations of
Citicorp Life Insurance Company.

I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement.

Citicorp Life Insurance Company

/s/Catherine S. Mulholland
-------------------------------
Catherine S. Mulholland

Sr. Vice President, General Counsel

January 28, 1999
-------------------
(Date)

<PAGE> 3

CITICORP LIFE INSURANCE COMPANY LETTERHEAD

I hereby consent to the use of my name under the caption "Legal Matters" in the
Statement of Additional Information contained in this Form N-4 Registration
Statement, filed on behalf of Citicorp Life Insurance Company and the Citicorp
Life Variable Annuity Separate Account with the Securities and Exchange
Commission.

Citicorp Life Insurance Company

/s/Catherine S. Mulholland
-------------------------------------
Catherine S. Mulholland

Sr. Vice President, General Counsel

January 28, 1999
---------------------
(Date)