JACKSON NATIONAL SEPARATE ACCOUNT I, 497, 1996-01-05

JACKSON NATIONAL SEPARATE ACCOUNT I
497, 1996-01-05

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_____________________________________________________________________________

INDIVIDUAL DEFERRED FIXED AND VARIABLE ANNUITY CONTRACTS
_____________________________________________________________________________

Issued By Jackson National Life Insurance Company in connection with the
Jackson National Separate Account -I

Annuity Service Center:
P.O. Box 30389
Lansing, MI 48909-7889
Telephone Number: 1 (800) 766-4683

The Individual Deferred Fixed and Variable Annuity Contracts
("Contract(s)") offered by this Prospectus are flexible premium contracts.
Reference throughout this Prospectus to Contracts shall also mean certificates
issued under Group Deferred Fixed and Variable Annuity Contracts. The
Contracts are available for retirement plans which may or may not qualify for
Federal tax advantages available under the Internal Revenue Code. Annuity
payments under the Contracts are deferred until a selected later date.

Premiums are allocated to the Jackson National Separate Account - I
("Separate Account"), a separate account of Jackson National Life Insurance
Company ("Company"), and the General Account, as directed by the Owner. The
Separate Account uses its assets to purchase shares of one or more of the
following Series of mutual fund(s):

<PAGE>
JNL SERIES TRUST

JNL Aggressive Growth Series
JNL Capital Growth Series
JNL Global Equities Series
JNL/Alger Growth Series
JNL/Phoenix Investment Counsel Balanced Series
JNL/Phoenix Investment Counsel Growth Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
PPM America/JNL Value Equity Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series

The value of the Separate Account will vary in accordance with the
investment performance of the underlying mutual funds. Therefore, the Owner
bears the investment risk under this Contract for all amounts allocated to the
Separate Account. Amounts allocated to the General Account are guaranteed by
the Company and will earn a specified rate of interest declared periodically.

A Statement of Additional Information dated October 16, 1995, containing
further information about the Contracts and the Separate Account has been
filed with the Securities and Exchange Commission, and is available without
charge upon request from the Company at its Annuity Service Center at the
address and telephone number given above. The Statement of Additional
Information, dated October 16, 1995, is incorporated herein by reference. The
Table of Contents for the Statement of Additional Information appears on Page
26 of the Prospectus.

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

Please read this Prospectus carefully and retain it for your future
reference. The Prospectus sets forth the information about the Contracts and
Separate Account that the investor should know before investing. The Contracts
offered by this Prospectus are not available in all states.

An interest in the Contract is not a deposit or obligation of, or
guaranteed or endorsed by any bank or financial institution, nor is the
Contract federally insured by the Federal Deposit Insurance Corporation, the
Federal Reserve Board, or any other agency. Investment in a Contract may
involve risk, including the possible loss of principal.

This Prospectus is dated October 16, 1995.

<PAGE>
_____________________________________________________________________________

TABLE OF CONTENTS
_____________________________________________________________________________

<TABLE>
<CAPTION>
<S> <C>
DEFINITIONS 4
HIGHLIGHTS 6
FEE TABLES 7
Owner Transaction Expenses 7
Separate Account Expenses 7
UNDERLYING FUND EXPENSES 8
EXAMPLES 8
EXPLANATION OF FEE TABLES AND EXAMPLES 9
DESCRIPTION OF THE COMPANY AND THE SEPARATE ACCOUNT 10
SEPARATE ACCOUNT INVESTMENTS 11
Underlying Funds 11
Voting Rights 11
Substitution of Securities 11
CONTRACT CHARGES 12
Mortality and Expense Risk Charge 12
Contract Maintenance Charge 12
Administrative Charge 12
Transfer Fee 12
Withdrawal Charge 12
Premium Taxes 13
DESCRIPTION OF THE CONTRACTS 14
Summary 14
Owner 14
Annuitant 14
Modification of the Contract 14
Amount of Death Benefit 15
Beneficiary 15
PURCHASES, WITHDRAWALS AND CONTRACT VALUE 16
Premiums 16
Automatic Payment Plan 16
Automatic Dollar Cost Averaging Program 16
Rebalancing 16
Allocation of Premiums 16
Transfer During Accumulation Period 17
Separate Account Accumulation Unit Value 17
Distribution of Contracts 17
Withdrawals (Redemptions) 18
Systematic Withdrawal Program 18
Minimum Contract Value 19
ANNUITY PERIOD 19
Annuity Date 19
Annuity Options 19
Death Benefit During Annuity Period 20
ANNUITY PAYMENTS 20
Annuity Unit Value 21
<PAGE>
ADMINISTRATION 21
TAXES 22
Withholding Tax on Distributions 22
Diversification - Separate Account Investments 22
Multiple Contracts 23
Tax Treatment of Assignments 23
Qualified Plans 23
Non-Qualified Plans 24
ADVERTISING 24
LEGAL PROCEEDINGS 25
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION 26
APPENDIX A A-1
APPENDIX B B-1
APPENDIX C C-1
</TABLE>

<PAGE>
_____________________________________________________________________________

FINANCIAL HIGHLIGHTS
_____________________________________________________________________________
As of the date of this Prospectus, the public offering of the Contracts
had not commenced. As a consequence, as of that date the Separate Account had
no assets and, therefore, financial information for the Separate Account is
not contained in this Prospectus or the Statement of Additional Information.

_____________________________________________________________________________

DEFINITIONS
_____________________________________________________________________________
The following terms, as used in this Prospectus, have the indicated
meanings:

Accumulation Period. The period between the Issue Date and the Annuity
Date; the build-up phase under the Contract.

Accumulation Unit. A unit of measurement which the Company uses to
calculate the Separate Account Contract Value during the Accumulation Period.

Annuity Service Center. The address and telephone number are: P.O. Box
30359, Lansing, Michigan 48909-7889, (800) 766-4683. The Company will notify
Contract Owners of any change in address or telephone number.

Annuitant. The natural person on whose life the annuity benefit for the
Contract is based.

Account Value. An accounting maintained by the Company indicating an
Owner's Contract Value under a Contract.

Annuitization. The process by which an Annuitant converts from the
Accumulation Period to the Annuity Period. Upon Annuitization, the Contract is
converted from the build-up phase to the phase during which the Annuitant or
other payee(s) receive periodic annuity payments.

Annuity Date. The date on which annuity payments are to begin.

Annuity Period. The period beginning on the Annuity Date.

Annuity Unit. A unit of measurement which the Company uses to calculate
the amount of Variable Annuity payments.

Beneficiary(ies). The person(s) designated to receive any benefits under
a Contract upon the death of the Annuitant.

Code. The Internal Revenue Code of 1986, as amended, or as the same may
be amended or superseded.

Contract Value. The Contract Value is the sum of: (1) the Separate
Account Contract Value; and (2) the General Account Contract Value.
<PAGE>
Contract Year. A year starting from the Issue Date in one calendar year
and ending on the anniversary of the Issue Date in the succeeding calendar
year.

Deferred Annuity. An annuity contract under which the start of annuity
payments is deferred to a future date.

Due Proof of Death. A certified copy of a death certificate, a certified
copy of a decree of a court of competent jurisdiction as to the finding of
death, and any other proof or documentation required by the Company.

Fixed Annuity. An Annuity providing for a series of payments which are
guaranteed by the Company as to dollar amount during annuitizations.

Fund. A collective term used to represent an investment entity which may
be selected to be an underlying investment of the Contract.

General Account. This General Account is made up of all assets under the
Contract, other than those in the Separate Account.

General Account Contract Value. This will be: (1) the sum of all amounts
credited to the General Account under the Contract; less (2) any amounts
cancelled or withdrawn for charges, deductions, surrenders, or transfers.

Home Office. The Company's headquarters is located at 5901 Executive
Drive, Lansing, Michigan 48911.

Issue Date. The date a Contract is issued.

Latest Annuity Date. The first day of the month following the 85th
birthday of the Annuitant. In the case of Contracts issued in connection with
Qualified Plans, the Code generally requires that a minimum distribution is
taken by April 1 of the calendar year following the calendar year in which the
Annuitant attains age 70 1/2. Accordingly, the Company may require an
Annuitant in a Qualified Plan to annuitize by age 70 1/2 unless the Annuitant
demonstrates the minimum distribution is otherwise being made.

Non-Qualified Plan. A retirement plan which does not receive favorable
tax treatment under Section 401, 403, 408 or 457 of the Code.

Owner. The person entitled to exercise all rights and privileges of
ownership under the Contract. Usually, but not always, the Owner is also the
Annuitant.

Portfolio. A subdivision of the Separate Account invested wholly in
shares of one of the corresponding Series of the Underlying Funds.

Premium. Amounts paid to the Company for the Contract by or on behalf of
an Owner.

Qualified Plan. A retirement plan which receives favorable tax treatment
under Sections 401, 403, 408 or 457 of the Code.

<PAGE>
Separate Account. A segregated asset account of the Company, named
"Jackson National Separate Account - I," consisting of several Portfolios,
each investing in a corresponding Series of the Funds.

Separate Account Contract Value. The Separate Account Contract Value is
the sum of the value of all Portfolio Accumulation Units under this Contract.

Series. A separate investment portfolio of a Fund which has distinct
investment objectives. Each Series serves as an underlying investment medium
for Premiums and allocations made to one of the Portfolios of the Separate
Account.

Underlying Fund(s). The underlying entities in which the Portfolios
invest.

Valuation Date. Each day the New York Stock Exchange ("NYSE") is open for
business.

Valuation Period. The period commencing at the close of normal trading on
the NYSE (currently 4:00 p.m. Eastern time) on each Valuation Date and ending
at the close of the NYSE on the next succeeding Valuation Date.

Variable Annuity. A series of payments made during the Annuity Period to
a payee under a Contract which vary in amount in accordance with the
investment experience of the Portfolios to which Contract Values have been
allocated.

Withdrawal Charge (Contingent Deferred Sales Charge). A charge which may
be imposed upon certain withdrawals.

Withdrawal Value. The Contract Value minus any premium tax payable and
minus any applicable Contract charges.

<PAGE>
_____________________________________________________________________________

HIGHLIGHTS
_____________________________________________________________________________

This Prospectus contains information about the Contract, which provides
variable and fixed benefits. It describes the uses, costs and objectives of
the Contract, and the rights and privileges of the Owner. It also provides
information about the Company and the Separate Account.

Premiums for the Contracts may be allocated to one or more Portfolios of
the Separate Account, and/or the General Account under the Contracts. The
Separate Account invests in shares of the corresponding Series of the
Underlying Fund:

JNL SERIES TRUST

The Individual Deferred Fixed and Variable Annuity Contracts offered by
this Prospectus are flexible premium contracts. The Contracts can be purchased
on a non-tax qualified basis ("Non-Qualified Plan Contract") or in connection
with certain plans qualifying for favorable federal income tax treatment
("Qualified Plan Contract"). This Prospectus describes only the variable
portion of the Contract.

A Withdrawal Charge may be imposed upon withdrawals from the Contract.
Withdrawal Charges will vary in amount depending upon the number of completed
years in the Contract from the date of Premium deposit at the time of its
withdrawal. The Withdrawal Charge is found in the Fee Tables. The maximum
Withdrawal Charge is 7%. (See "Withdrawal Charge," Page 12.)

For purposes of determining federal income tax liability, withdrawals are
deemed to be interest and earnings, first-out basis, which means taxable
income is withdrawn first. There is a 10% penalty tax on the taxable amount of
any premature distribution from Non-Qualified Plan Contracts. The penalty tax
generally applies to any distribution made prior to the Owner attaining age 59
1/2. (See "Taxes," Page 22.)

<PAGE>
Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction agreement (as defined in Section 403(b)(11) of the Code) are
limited to circumstances only when the Annuitant attains age 59 1/2, separates
from service, dies, becomes disabled (within the meaning of Section 72(m)(7)
of the Code), or in the case of hardship. Owners should consult their tax
adviser regarding the consequences of withdrawals or distributions.

The initial Premium must be at least $5,000 for Non-Qualified Plan
Contracts and $2,000 for Qualified Plan Contracts. Subsequent Premiums must be
at least $500 ($50 if made in connection with an Automatic Payment Plan). The
cumulative total of all Premiums under a Contract may not exceed $1,000,000
without the prior consent of the Company. (See "Purchases, Withdrawals and
Contract Value" on Page 16). The Company may waive any of these minimums or
maximums at any time.

To be sure that the Owner is satisfied with the Contract, the Owner has a
ten day free look (or longer if required by state law). Within ten days of the
day the Contract is received, it may be returned to the Company's Annuity
Service Center, at the address shown on page 1 of this Prospectus. When the
Contract is received by the Company, the Company will void the Contract and
refund the Contract Value in full unless otherwise required by state and/or
federal law.

_____________________________________________________________________________

FEE TABLES
_____________________________________________________________________________

OWNER TRANSACTION EXPENSES
_____________________________________________________________________________

Contingent Deferred Sales Charge (Withdrawal Charge) (as a percentage of
Premiums)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Number of Complete Contract Years
Since Premium Being Withdrawn Was Made
______________________________________
Year 0 1 2 3 4 5 6 7+
Applicable Charge: 7% 6% 5% 4% 3% 2% 1% 0%
</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Annual Contract Maintenance Charge $35.00
Transfer Fee (Applies solely to transfers in excess of 15 in a
Contract Year) $25.00
</TABLE>

<PAGE>
SEPARATE ACCOUNT EXPENSES
_____________________________________________________________________________

(As an annual percentage of average net asset value. The daily equivalent
is deducted from each of the Portfolios of the Separate Account.)

_____________________________________________________________________________

<TABLE>
<CAPTION>
<S> <C>
Mortality Risk Charges
Standard .90%
Enhanced Death Benefit .12%
______
Total 1.02%
Expense Risk Charge .23%
Administration Charge .15%
______
Total Separate Account Annual Expenses 1.40%
</TABLE>

_____________________________________________________________________________

UNDERLYING FUND EXPENSES
_____________________________________________________________________________

JNL SERIES TRUST
(As an annual percentage of average net assets based on estimates for fiscal
year.)
_____________________________________________________________________________

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Management Other Total Fund
Fee Expenses Annual Expenses
__________ _________ _______________
JNL Aggressive Growth Series .95% .15% 1.10%
JNL Capital Growth Series .95% .15% 1.10%
JNL Global Equities Series 1.00% .15% 1.15%
JNL/Alger Growth Series .975% .15% 1.125%
JNL/Phoenix Investment Counsel Balanced Series .90% .15% 1.05%
JNL/Phoenix Investment Counsel Growth Series .90% .15% 1.05%
PPM America/JNL High Yield Bond Series .75% .15% .90%
PPM America/JNL Money Market Series .60% .15% .75%
PPM America/JNL Value Equity Series .75% .15% .90%
Salomon Brothers/JNL Global Bond Series .85% .15% 1.00%
Salomon Brothers/JNL U.S. Government & Quality Bond
Series .70% .15% .85%
T. Rowe Price/JNL Established Growth Series .85% .15% 1.00%
T. Rowe Price/JNL International Equity Investment
Series 1.10% .15% 1.25%
<PAGE>
T. Rowe Price/JNL Mid-Cap Growth Series .95% .15% 1.10%
</TABLE>

_____________________________________________________________________________

The expenses shown above are assessed at the Underlying Fund level and
are not direct charges against Separate Account assets or reductions from
Contract Values. These expenses are taken into consideration in computing each
Series' net asset value, which is the share price used to calculate the
Portfolio's unit value. Currently, all expenses (excluding Management Fees) in
excess of .15% will be reimbursed. Voluntary reimbursements to these Series
may be modified or discontinued at any time.

Example-

If you surrender your contract at the end of the applicable time period:

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

<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years
______ ________
JNL Aggressive Growth Portfolio $ 97 $ 134
JNL Capital Growth Portfolio 97 134
JNL Global Equities Portfolio 98 136
JNL/Alger Growth Portfolio 98 135
JNL/Phoenix Investment Counsel Balanced Portfolio 97 133
JNL/Phoenix Investment Counsel Growth Portfolio 97 133
PPM America/JNL High Yield Bond Portfolio 95 128
PPM America/JNL Money Market Portfolio 94 123
PPM America/JNL Value Equity Portfolio 95 128
Salomon Brothers/JNL Global Bond Portfolio 96 131
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio 95 126
T. Rowe Price/JNL Established Growth Portfolio 96 131
T. Rowe Price/JNL International Equity Investment Portfolio 99 139
T. Rowe Price/JNL Mid-Cap Growth Portfolio 97 134
</TABLE>
_____________________________________________________________________________

If you annuitize at the end of the applicable time period:

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

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years
______ _______
JNL Aggressive Growth Portfolio $ 27 $ 84
JNL Capital Growth Portfolio 27 84
JNL Global Equities Portfolio 28 86
JNL/Alger Growth Portfolio 28 85
JNL/Phoenix Investment Counsel Balanced Portfolio 27 83
JNL/Phoenix Investment Counsel Growth Portfolio 27 83
PPM America/JNL High Yield Bond Portfolio 25 78
PPM America/JNL Money Market Portfolio 24 73
PPM America/JNL Value Equity Portfolio 25 78
Salomon Brothers/JNL Global Bond Portfolio 26 81
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio 25 76
T. Rowe Price/JNL Established Growth Portfolio 26 81
T. Rowe Price/JNL International Equity Investment Portfolio 29 89
T. Rowe Price/JNL Mid-Cap Growth Portfolio 27 84
</TABLE>
_____________________________________________________________________________

If you do not surrender or annuitize your contract:

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

<TABLE>
<CAPTION>
<S> <C> <C>
1 Year 3 Years
______ _______
JNL Aggressive Growth Portfolio $ 27 $ 84
JNL Capital Growth Portfolio 27 84
JNL Global Equities Portfolio 28 86
JNL/Alger Growth Portfolio 28 85
JNL/Phoenix Investment Counsel Balanced Portfolio 27 83
JNL/Phoenix Investment Counsel Growth Portfolio 27 83
PPM America/JNL High Yield Bond Portfolio 25 78
PPM America/JNL Money Market Portfolio 24 73
PPM America/JNL Value Equity Portfolio 25 78
Salomon Brothers/JNL Global Bond Portfolio 26 81
Salomon Brothers/JNL U.S. Government & Quality Bond Portfolio 25 76
T. Rowe Price/JNL Established Growth Portfolio 26 81
T. Rowe Price/JNL International Equity Investment Portfolio 29 89
T. Rowe Price/JNL Mid-Cap Growth Portfolio 27 84
</TABLE>

<PAGE>
EXPLANATION OF FEE TABLES AND EXAMPLES

1. The purpose of the foregoing table and examples is to assist an
investor in understanding the various costs and expenses that he or she will
bear directly or indirectly by investing in the Separate Account. For
additional information see "Contract Charges," beginning on Page 12 of this
Prospectus; see also the sections relating to management of the Underlying
Funds in their respective prospectuses. The examples do not illustrate the tax
consequences of surrendering a Contract.

2. The examples assume that there were no transactions which would result
in the imposition of the Transfer Fee. The amount of the Transfer Fee is $25,
except that the first 15 transfers per Contract Year are not subject to the
fee. Premium taxes, which range from 0% to 4% of Premiums, are not reflected.

3. For purposes of the amounts reported in the examples, the Contract
Maintenance Charge is reflected by applying a percentage equivalent charge,
obtained by dividing the total amount of such charges anticipated to be
collected during the year by the total estimated average net assets of the
Portfolios attributable to the Contracts.

4. A Withdrawal Charge is imposed upon annuitizations which occur within
one year of the Issue Date.

5. NEITHER THE FEE TABLES NOR THE EXAMPLES ARE REPRESENTATIONS OF PAST OR
FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

_____________________________________________________________________________

DESCRIPTION OF THE COMPANY AND THE SEPARATE ACCOUNT
_____________________________________________________________________________

Company

The Company is a stock life insurance company organized under the laws of
the state of Michigan in June 1961. Its legal domicile and principal business
address is 5901 Executive Drive, Lansing, Michigan 48911. The Company is a
wholly-owned subsidiary of Prudential Corporation, plc, London, England.

The Company is admitted to conduct life insurance and annuity business in
the District of Columbia and all states except Maine and New York. It intends
to market the Contract in all jurisdictions in which it is admitted to conduct
annuity business. The Contracts offered by this Prospectus are issued by the
Company and will be funded by the Separate Account.

Separate Account

The Separate Account was originally established by the Company on June
14, 1993, pursuant to the provisions of Michigan law, as a segregated asset
account of the Company. The Separate Account meets the definition of a
"separate account" under the Federal securities laws and is registered with
the Securities and Exchange Commission as a unit investment trust under the

<PAGE>
Investment Company Act of 1940. This registration does not involve supervision
of the management of the Separate Account or the Company by the Securities and
Exchange Commission.

The assets of the Separate Account are the property of the Company.
However, the assets of the Separate Account, equal to its reserves and other
Contract liabilities, are not chargeable with liabilities arising out of any
other business the Company may conduct. Income, gains, and losses, whether or
not realized, from assets allocated to the Separate Account are credited to or
charged against the Separate Account without regard to other income, gains, or
losses of the Company.

The Separate Account is divided into Portfolios, with the assets of each
Portfolio pertaining to Account Value invested in the shares of the
corresponding Series of the Underlying Fund(s). The Company does not guarantee
the investment performance of the Separate Account, its Portfolios or the
Series of the Underlying Funds. Values allocated to the Separate Account and
the amount of Variable Annuity payments will vary with the values of shares of
the Underlying Funds, and are also reduced by Contract charges. The Separate
Account may also fund other contracts issued by the Company, which will be
accounted for separately from the Contracts.

The basic objective of a variable annuity contract is to provide payments
which will be to some degree responsive to changes in the economic
environment, including inflationary forces and changes in rates of return
available from various types of investments. However, the Owner bears the
entire investment risk that the basic objective of the Contract may not be
realized, and that the adverse effects of inflation may not be lessened. There
can be no assurance that the aggregate amount of Variable Annuity payments
will equal or exceed the Premiums made with respect to a Contract.

_____________________________________________________________________________

SEPARATE ACCOUNT INVESTMENTS
_____________________________________________________________________________

Underlying Funds

Each of the Portfolios of the Separate Account invests in the shares of
one of the following corresponding Series, which are separate investment
series of an open-end management investment company registered under the
Investment Company Act of 1940 (commonly known as a "mutual fund"):

JNL SERIES TRUST

JNL Aggressive Growth Series
JNL Capital Growth Series
JNL Global Equities Series
JNL/Alger Growth Series
JNL/Phoenix Investment Counsel Balanced Series
JNL/Phoenix Investment Counsel Growth Series
PPM America/JNL High Yield Bond Series
PPM America/JNL Money Market Series
<PAGE>
PPM America/JNL Value Equity Series
Salomon Brothers/JNL Global Bond Series
Salomon Brothers/JNL U.S. Government & Quality Bond Series
T. Rowe Price/JNL Established Growth Series
T. Rowe Price/JNL International Equity Investment Series
T. Rowe Price/JNL Mid-Cap Growth Series

A summary description of the investment objectives of the Series of the
Underlying Fund(s) in which the Portfolios invest is contained in Appendix B
to this Prospectus. However, there is no assurance that the investment
objective of any of the Series will be met. Contract Owners bear the complete
investment risk for Premiums allocated to a Portfolio. Contract Values will
fluctuate in accordance with the investment performance of the Portfolio(s) to
which Premiums are allocated, and in accordance with the imposition of the
fees and charges assessed under the Contracts.

DETAILED INFORMATION ABOUT THE JNL SERIES TRUST IS CONTAINED IN ITS
ACCOMPANYING CURRENT PROSPECTUS. AN INVESTOR SHOULD CAREFULLY REVIEW THE
TRUST'S PROSPECTUS BEFORE ALLOCATING AMOUNTS TO BE INVESTED IN THE PORTFOLIOS
OF THE SEPARATE ACCOUNT.

Voting Rights

To the extent required by applicable law, the Company will vote the
shares of the Underlying Funds held in the Separate Account at meetings of the
shareholders of the Underlying Funds in accordance with instructions received
from persons having the voting interest in the corresponding Portfolios. The
Company will vote shares for which it has not received instructions in the
same proportion as it votes shares for which it has received instructions.

The number of shares which a person has a right to vote will be
determined as of a date to be chosen by the Trust not more than 90 days prior
to the meeting of the respective Underlying Fund's shareholders. Voting
instructions will be solicited by written communication in advance of such
meeting. Except as may be limited by the terms of the retirement plan pursuant
to which the Contract was issued, the person having such voting rights will be
the Owner before the Annuity Date; thereafter the payee entitled to receive
payments under the Contract.

Substitution of Securities

If the shares of any of the Series should no longer be available for
investment by the Separate Account or if, in the judgment of the Company's
Board of Directors, further investment in the shares of a Series is no longer
appropriate in view of the purposes of the Contract, the Company may
substitute shares of another mutual fund (or Series thereof) for Underlying
Fund shares already purchased and/or to be purchased in the future by Premiums
under the Contract. No such substitution of securities may take place without
prior approval of the Securities and Exchange Commission and under such
requirements as the Commission may impose.

<PAGE>
_____________________________________________________________________________

CONTRACT CHARGES
_____________________________________________________________________________

Mortality and Expense Risk Charge

The Company deducts a Mortality and Expense Risk Charge from each
Portfolio during each Valuation Period. The aggregate Mortality and Expense
Risk Charge is equal, on an annual basis, to 1.25% of the net asset value of
each Portfolio (approximately 1.02% is for mortality risks and approximately
0.23% is for expense risks). The mortality risks assumed by the Company arise
from its contractual obligations: (1) to make annuity payments after the
Annuity Date for the life of the Annuitant(s); (2) to waive the Withdrawal
Charge in the event of the death of the Annuitant; and (3) to provide both a
standard and an enhanced Death Benefit prior to the Annuity Date. The portion
of the total Mortality Risk Charge attributable to the Company's providing the
first two of those three benefits and providing a standard Death Benefit is
0.90% annually of net assets; the balance of 0.12% is assessed for providing
an Enhanced Death Benefit. A detailed explanation of the standard and Enhanced
Death Benefits may be found under "Death Benefit," on Page 15.

The expense risk assumed by the Company is that the costs of
administering the Contracts and the Separate Account will exceed the amount
received from the Administration Charge and the Contract Maintenance Charge.
The Expense Risk Charge is guaranteed by the Company and cannot be increased.
The Mortality and Expense Risk Charge is assessed during both the Accumulation
Period and the Annuity Period.

Contract Maintenance Charge

An annual Contract Maintenance Charge of $35 is charged against each
Contract. The amount of this charge is guaranteed and cannot be increased by
the Company. This charge reimburses the Company for expenses incurred in
establishing and maintaining records relating to a Contract. The Contract
Maintenance Charge will be assessed on each anniversary of the Contract Date
that occurs on or prior to the Annuity Date. In the event that a total
surrender of the Contract Value is made, the Charge will be assessed as of the
date of surrender without proration. This Charge is not assessed during the
Annuity Period.

The total Contract Maintenance Charge is allocated between the
Portfolio(s) and the General Account in proportion to the respective Contract
Values similarly allocated. The Contract Maintenance Charge is at cost with no
margin included for profit. The Company will monitor this charge to ensure
that it does not exceed annual administrative expenses. This charge may be a
lesser amount where required by state law.

Administration Charge

The Company assesses an Administration Charge equal, on an annual basis,
to 0.15% of the daily net asset value of the Separate Account. The
Administration Charge is designed only to reimburse the Company for
<PAGE>
administrative expenses related to the Separate Account and the issuance and
maintenance of the Contract, and the Company will monitor this charge to
ensure that it does not exceed annual administration expenses.

Transfer Fee

A Transfer Fee of $25.00 will apply to transfers in excess of 15 in a
Contract Year. The Company may waive the Transfer Fee in connection with
pre-authorized automatic transfer programs, or in those states where a lesser
fee is required.

This fee will be deducted from Contract Values which remain in the
Portfolio(s) from which the transfer was made. If such remaining Contract
Value is insufficient to pay the Transfer Fee, then the fee will be deducted
from transferred Contract Values.

Withdrawal Charge

Federal tax law places a number of constraints on withdrawals from
annuity contracts. Subject to those limitations, the Contract Value may be
withdrawn at any time during the Accumulation Period. Owners should consult
their own tax counsel or other tax advisers regarding any withdrawals. (See
"Withdrawals," Page 18.)

A contingent deferred sales charge, which is referred to as the
Withdrawal Charge, may be imposed upon certain withdrawals. Withdrawal Charges
will vary in amount depending upon the number of completed years in the
Contract from the date of Premium deposit at the time of withdrawal in
accordance with the Withdrawal Charge table shown below.

Withdrawal Charge Table
_____________________________________________________________________________

<TABLE>
<CAPTION>
<S> <C>
Number of Complete Contract Years Applicable Withdrawal
Since Premium Being Withdrawn Was Made Charge Percentage
______________________________________ ______________________
Zero 7%
First 6%
Second 5%
Third 4%
Fourth 3%
Fifth 2%
Sixth 1%
Seventh and later 0%
</TABLE>

<PAGE>
The Withdrawal Charge is deducted from the remaining Contract Value so
that the actual reduction in Contract Value as a result of the withdrawal will
be greater than the withdrawal amount requested and paid. For purposes of
determining the Withdrawal Charge, withdrawals will be allocated first to
earnings, if any (which may generally be withdrawn free of Withdrawal Charge),
and then to Premium on a first-in, first-out basis so that all withdrawals are
allocated to Premium to which the lowest (if any) Withdrawal Charge applies.

Premiums that are no longer subject to the Withdrawal Charge (and not
previously withdrawn), plus earnings in the Owner's Account may be withdrawn
free of Withdrawal Charges at any time ("Initial Free Withdrawal").

Further, there may be an additional free withdrawal amount for the first
withdrawal during a Contract Year ("Additional Free Withdrawal"). The
Additional Free Withdrawal amount is equal to 10% of Premium that remains
subject to the Withdrawal Charge, less earnings in the Owner's account. An
Owner will not receive the benefit of an Additional Free Withdrawal in a full
surrender. For purposes of this provision, earnings shall mean any amount in
the Contract above unliquidated Premium. For an example of the Additional Free
Withdrawal calculation see Appendix C.

If the withdrawal request does not specify from which Portfolio(s) the
withdrawal is to be made, the request will be processed by reducing the
Contract Values in each Portfolio in proportion to their allocations.

The Company will waive the Withdrawal Charge on any withdrawal necessary
to satisfy the minimum distribution requirements of the Code. In addition,
where legally permitted, the Withdrawal Charge may be eliminated when a
Contract is issued to an agent, officer, director or employee of the Company
or its affiliates.

The amounts obtained from the Withdrawal Charge will be used to pay sales
commissions and other promotional or distribution expenses associated with the
marketing of the Contracts. To the extent that the Withdrawal Charge is
insufficient to cover all sales commissions and other promotional or
distribution expenses, the Company may use any of its corporate assets,
including potential profit which may arise from the Mortality and Expense Risk
Charge, to make up any difference.

Premium Taxes

The Company will charge against the Contract Value the amount of any
premium taxes levied by a state or any other governmental entity upon Premiums
received by the Company. To the best of the Company's present knowledge,
premium taxes currently imposed by certain jurisdictions range from 0% to
4.0%. This range is subject to change. The method used to recoup premium tax
expense will be determined by the Company at its sole discretion and in
compliance with applicable state law. The Company may deduct such charges from
an Owner's Contract Value either: (1) at the time the Contract is surrendered,
(2) at Annuitization, or (3) in those states which require, at the time
Premiums are made to the Contract.

<PAGE>
Deduction for Separate Account Income Taxes

While the Company is not currently maintaining a provision for taxes, the
Company has reserved the right to establish such a provision for taxes in the
future if it determines, in its sole discretion, that it will incur a tax as a
result of the operation of the Separate Account. The Company will deduct for
any taxes incurred by it as a result of the operation of the Separate Account
whether or not there was a provision for taxes and whether or not it was
sufficient.

Other Expenses

The charges and expenses applicable to the various Series of the
Underlying Funds are borne indirectly by Owners having Contract Values
allocated to the Portfolios that invest in the respective Series. For a
summary of current estimates of those charges and expenses, see "Fee Tables,"
Page 7.

Reduction of Charges for Sales to Certain Groups

The Company may reduce the Withdrawal and/or Administrative charges on
Contracts sold to certain groups or individuals, or to a trustee, employer or
other entity representing a group, where it is expected that such sales will
result in savings of sales or administrative expenses. The entitlement to such
reductions will be determined by the Company by considering the following
factors: (1) the size of the group; (2) the total amount of Premiums expected
to be received; (3) the nature of the group for which the Contracts are
purchased, and the persistency expected in that group; (4) the purpose for
which the Contracts are purchased and whether that purpose makes it likely
that expenses will be reduced; and (5) any other circumstances which the
Company believes to be relevant in determining whether reduced sales or
administrative expenses may be expected. None of the reductions in charges for
such sales are contractually guaranteed. Such reductions may be withdrawn or
modified by the Company on a uniform basis. The Company's reductions in
charges for such sales will not be unfairly discriminatory to the interests of
any Owners.

_____________________________________________________________________________

DESCRIPTION OF THE CONTRACTS
_____________________________________________________________________________
Summary

The Contracts provide for the accumulation of Contract Values during the
Accumulation Period. Upon Annuitization, benefits are payable under the
Contracts in the form of an annuity, either for the life of the Annuitant or
for a fixed number of years. (See "Annuity Period - Annuity Options," Page
19.)

Owner

The Owner is the person who is entitled to exercise all rights and
privileges of ownership under the Contract.
<PAGE>
If Joint Owners are named, the Joint Owner must be the spouse. The Joint
Owner will possess an undivided interest in the Contract. The Contract Owner
retains sole rights in the Contract upon the other's death prior to the
Annuity Date. Unless otherwise provided, when Joint Owners are named, the
exercise of any ownership right in the Contract, shall require a written
indication of an intent to exercise that right, which must be signed by both
Owners.

Annuitant

The Annuitant is the person on whose life annuity payments under a
Contract depend. (In the case of a Contract issued in connection with a plan
qualified under Section 403(b) or 408 of the Code, the Owner is the
Annuitant.)

Modification of the Contract

Only the Company's President, a Vice President, Secretary or Assistant
Secretary may approve a change or waive any provisions of the Contract. Any
change or waiver must be in writing. No agent has the authority to change or
waive the provisions of the Contract.

The Company reserves the right to change the terms of the Contract as may
be necessary to comply with changes in applicable law, or otherwise deemed
necessary by the Company.

Assignment

Where permitted, the Owner may assign the Contract at any time during the
lifetime of the Annuitant. Such assignment will take effect upon receipt by
the Company of written notice thereof executed by the Owner. The Company
assumes no responsibility for the validity or sufficiency of any assignment.
The Company shall not be liable as to any payment or other settlement made by
the Company before receipt of the assignment. Qualified Plan Contracts may not
be assigned, pledged or otherwise transferred except under such conditions as
may be allowed by applicable law.

If this Contract is a Non-Qualified Plan Contract, any portion which is
pledged or assigned shall be treated as a distribution and shall be included
in gross income to the extent that the cash value exceeds the investment in
the Contract, for the taxable year in which the assignment or pledge occurs.
In addition, any portion assigned may, under certain conditions, be subject to
a tax penalty equal to 10% of the amount which is included in gross income.

Death of Annuitant
(Owner Same as Annuitant)

If the Annuitant dies before the Annuity Date, the Beneficiary(ies) will
have the following options:

<PAGE>
1) Collect the death benefit in a lump-sum payment; or

2) Collect the death benefit in the form of one of the Annuity Options.
The payments must be over the life of the Beneficiary or over a period not
extending beyond the life expectancy of the Beneficiary. This option must be
selected and payments must commence within one year after Annuitant's death;
or

3) If the Beneficiary is the Annuitant's spouse, the Beneficiary may
continue the Contract in force.

If there is no surviving Beneficiary, the Death Benefit will be paid in
lump sum to the Owner's estate. If there is more than one surviving
Beneficiary, the Beneficiaries must choose to receive their respective
portions of Death Benefit according to either (1), (2) or (3) above. The Code
requires that any distribution from a Non-Qualified Plan Contract to be paid
within five years of the death of Owner. Similar rules may apply to Qualified
Plan Contracts.

The value of the Death Benefit will be determined as of the Valuation
Date coincidental with or next following the date the Company receives and
processes both (1) Due Proof of Death; and (2) an election for either a single
sum payment or an Annuity Option.

Death of Owner

If the Owner is other than the Annuitant, and the Owner dies prior to the
Annuity Date, the entire interest in the Contract less any applicable
deductions, which may include surrender charges, must be distributed within 5
years. Such distribution will be paid to the Beneficiary unless the Owner has
named a Contingent Owner to receive the distribution. Alternatively, the
Beneficiary or Contingent Owner may elect to receive distribution in the form
of a life annuity or an annuity for a period certain not to exceed the
Beneficiary's (Contingent Owner's) life expectancy. Payment from such annuity
must begin within one year following the date of the Owner's death. In the
event the Beneficiary (Contingent Owner) is the Owner's spouse, the Contract
may be continued with the spouse becoming the Owner. In the event the
Annuitant does not survive the Owner, or if the Annuitant and Owner are the
same person, distribution will be made in accordance with the Death of
Annuitant provision.

If the Owner dies on or after the Annuity Date, and before the entire
interest in the Contract has been distributed, the remaining portion must be
distributed at least as rapidly as the method in effect on the date of the
Owner's death.

Amount of Death Benefit

The standard Death Benefit is equal to the greater of:

(1) the Contract Value at the end of the Valuation Period during which Due
Proof of Death and an election of the type of payment to the Beneficiary is
received by the Company, at its Annuity Service Center; or
<PAGE>
(2) the total dollar amount of Premiums made prior to the death of the
Annuitant, minus the sum of:

(a) the total amount of any partial withdrawals; and

(b) premium taxes incurred.

In addition, where permitted under state law, the Company will provide an
Enhanced Death Benefit. The Enhanced Death Benefit is determined by (A)
re-computing the standard Death Benefit by accumulating all amounts under (2)
above annually at 5% (4% if the Annuitant was age 70 or older on the Issue
Date) to the date of death, and (B) paying the greater of the amount so
determined and the following amount, which is deemed to be $0 if the Annuitant
dies prior to the seventh Contract Year:

The Contract Value at the seventh Contract Year, plus any Premiums made
since that time and before the death of the Annuitant, minus the sum of:

(a) the total amount of partial withdrawals since such seventh Contract
Year; and

(b) premium taxes incurred since the seventh Contract Year,
all accumulated annually at 5% (4% if the Annuitant was age 70 or older
on the Issue Date) to the date of death.

NOTE: The portion of the Mortality and Expense Risk Charge attributable
to the Enhanced Death Benefit (0.12%) will be assessed against Separate
Account allocations pursuant to all Contracts issued, whether or not
applicable state law permits the Contract to offer the Enhanced Death Benefit.
Therefore, purchasers of Contracts in states where the Enhanced Death Benefit
is not permitted will be paying for a benefit they will not receive.

Notwithstanding anything contained in this Prospectus, the Enhanced Death
Benefit shall never exceed 250% of all Premiums made to the Contract, reduced
by the amount of any partial withdrawals.

Beneficiary

The Owner may designate the Beneficiary(ies) to receive any amount
payable on Owner's death. The original Beneficiary(ies) will be named in the
application. If two or more persons are named, those surviving the Owner will
share equally unless otherwise stated. The Owner may change the
Beneficiary(ies) by filing a written request with the Company at its Annuity
Service Center, unless an irrevocable Beneficiary(ies) designation was
previously filed. Any change will take effect when recorded by the Company.
The Company is not liable for any payment made or action taken before it
records the change.

<PAGE>
_____________________________________________________________________________

PURCHASES, WITHDRAWALS AND CONTRACT VALUE
_____________________________________________________________________________

Premiums

Premiums are flexible. This means that you, subject to Company declared
minimums and maximums, may change the amounts, frequency or timing of
Premiums. The initial Premium must be at least $5,000 for Non-Qualified Plan
Contracts and $2,000 for Qualified Plan Contracts. Subsequent Premiums must be
at least $500 ($50 if made in connection with an Automatic Payment Plan).
Total Premiums under a Contract may not exceed $1,000,000. The Company will
not issue a Contract to an individual under a Non-Qualified Plan who is age 80
or older or under a Qualified Plan who is age 70 1/2 or older, without prior
Company approval. The Company may waive any of the maximums or minimums
contained in this Section.

The Company reserves the right to refuse any Premium at any time.

Automatic Payment Plan

Automatic bank drafts through the Company's Automatic Payment Plan for
scheduled subsequent Premiums may be made at a minimum of $50 or more per
month. An enrollment form for this program is available through the Company's
Annuity Service Center.

Automatic Dollar Cost Averaging Program

Units of the Portfolios may be purchased over a period of time through
the Automatic Dollar Cost Averaging ("DCA") Program. Under this Program, the
Owner may authorize the automatic transfer of a fixed dollar amount ($100
minimum) of his or her choice at regular intervals from a source account to
one or more of the Portfolios (other than the source account) at the unit
values determined on the dates of the transfers. Currently, all Portfolios are
available as source accounts. The intervals between transfers may be monthly,
quarterly, semi-annually or annually, at the option of the Owner. This service
is intended to allow the Owner to utilize DCA, a long-term investment program
which provides for regular, level investments over time. The Company makes no
guarantees that DCA will result in a profit or protect against loss in a
declining market. To qualify for the DCA Program, there must be a minimum
total Contract Value of $15,000, unless such minimum is waived by the Company.

Another option under the DCA Program is the periodic transfer of a
selected percentage of the value of the source account to one of the
Portfolios (other than the source account). A third option is to transfer the
entire Contract Value in the source account in a stated number of transfers as
selected by the Owner. Although the various options under the DCA Program will
allow transfers to be made from any of the Portfolios, the Owner must elect to
have the transfers made exclusively from one of these source accounts.

<PAGE>
A written election of this service, on a form provided by the Company,
must be completed by the Contract Owner in order to begin transfers. Once
elected, transfers from the source account will be processed periodically
until either the value of the source account is completely depleted or the
Contract Owner instructs the Company in writing to cancel the transfers. The
Company also reserves the right to assess a processing fee for this service.

Rebalancing

A Contract Owner may elect, on a form provided by the Company, to have
his/her Separate Account Value reallocated among Portfolios in designated
percentages on a periodic basis (monthly, quarterly, semi-annual or annual
basis, or at such other time interval as approved by the Company). The Company
reserves the right to assess a processing fee for this service.

Allocation of Premiums

Premiums are allocated to the Portfolio(s) selected by the Owner. Owners
making initial Premiums should specify their allocations on the application
for a Contract. If the application is in good order, the Company will apply
the initial Premium to the Portfolio(s), as selected, and credit the Contract
with Accumulation Units within two business days of receipt at the Annuity
Service Center. The number of Accumulation Units in a Portfolio attributable
to a Premium is determined by dividing that portion of the Premium which is
allocated to the Portfolio by that Portfolio's Accumulation Unit value as of
the end of the Valuation Period when the allocation occurs.

IF THE APPLICATION DOES NOT SPECIFY AN ALLOCATION, THE APPLICATION IS NOT
IN GOOD ORDER. If the application for a Contract is not in good order, the
Company will attempt to rectify it within five business days of its receipt at
the Annuity Service Center. The Company will credit the initial Premium within
two business days after the application has been rectified. Unless the
prospective Owner consents otherwise, the application and the initial Premium
will be returned if the application cannot be put in good order within five
business days of such receipt.

Just like initial Premiums, Owners making subsequent Premium payments
should specify how they want their Premiums allocated. Otherwise the Company
will automatically process the Premium based on the most recent allocation on
record with the Company.

Transfer During Accumulation Period

During the Accumulation Period, the Owner may transfer Contract Values
among Portfolios, by written request or if the Owner makes such an election on
the Contract application, by telephone authorization. The Company has in place
procedures which are designed to provide reasonable assurance that telephone
authorizations are genuine, including tape recording of telephone
communications and requesting identifying information. Accordingly, the
Company and its affiliates disclaim all liability for any claim, loss or
expense resulting from any alleged error or mistake in connection with a
telephone transfer which was not properly authorized by the Owner. However, if
the Company fails to employ reasonable procedures to ensure that all telephone
<PAGE>
transfers are properly authorized, the Company may be held liable for such
losses. The Company reserves the right to modify or discontinue at any time
and without notice the use of telephone transfers and accepting transfer
instructions from someone other than the Owner.

Telephone calls authorizing transfers must be completed by the close of
regular trading on the NYSE (normally 4:00 p.m. Eastern time) on a Valuation
Date in order to be effected at the price determined on such date. Transfer
authorizations, whether written or by telephone, which are received after such
close of regular trading will be processed as of the next Valuation Date.

A Transfer Fee may be assessed (See "Transfer Fee," Page 12). This
transfer privilege may be suspended, modified or terminated at any time
without notice.

The minimum partial transfer amount is $100. Also, no partial transfer
may be made if the value of the Owner's interest in the Portfolio from which a
transfer is being made would be less than $100 after the transfer. The Company
may waive the minimum partial transfer amount in connection with
pre-authorized automatic transfer programs.

Separate Account Accumulation Unit Value

Accumulation Unit value is determined Monday through Friday on each day
that the NYSE is open for business.

A separate Accumulation Unit value is determined for each Portfolio. If
the Company elects or is required to assess a charge for taxes, a separate
Accumulation Unit value may be calculated for Contracts issued in connection
with Non-Qualified and Qualified Plans, respectively, within each Portfolio.

The Accumulation Unit value for each Portfolio will vary with the price
of a share in the corresponding Series and in accordance with the Mortality
and Expense Risk Charge, Administrative Charge, and any provision for taxes.
Assessments of Withdrawal Charges, Transfer Fees and Contract Maintenance
Charges are effected by redemption of Accumulation Units and do not affect
Accumulation Unit value.

The value of an Accumulation Unit for each Portfolio was arbitrarily set
initially at $10 when Fund shares in that Portfolio were available for
purchase. The value for any subsequent Valuation Period is determined by
multiplying the Accumulation Unit Value for each Portfolio for the immediately
preceding Valuation Period by the Net Investment Factor for the Portfolio
during the subsequent Valuation Period. The value of an Accumulation Unit may
increase or decrease from Valuation Period to Valuation Period. The number of
Accumulation Units will not change as a result of investment experience.

Distribution of Contracts

Contracts are sold by registered representatives of broker-dealers who
are licensed insurance agents of the Company, either individually or through
an incorporated insurance agency. Commissions on initial Premium paid to
registered representatives may vary, but are not anticipated to exceed 6.75%
<PAGE>
of any Premium (including any promotional sales incentives). In addition,
under certain circumstances, certain sellers of the Contracts may be paid
persistency bonuses which will take into account, among other things, the
length of time Premiums have been held under a Contract, and Contract Values.
A persistency bonus is not anticipated to exceed 1.00%, on an annual basis, of
the Contract Values considered in connection with the bonus. All such
commissions, incentives and bonuses are paid by the Company.

Jackson National Financial Services, Inc., located at 5901 Executive
Drive, Lansing, Michigan 48911, serves as distributor of the Contract. Jackson
National Financial Services, Inc. is a wholly owned subsidiary of the Company
and is registered as a broker-dealer under the Securities Exchange Act of
1934, as amended, and is a member of the National Association of Securities
Dealers, Inc.

Withdrawals (Redemptions)

Except as explained below, an Owner may redeem a Contract for all or a
portion of its Contract Value during the Accumulation Period. Withdrawal
Charges may be applicable, however, which would reduce the Contract Value upon
redemption.

Withdrawals and distributions from Contracts issued in connection with
certain Qualified Plans may be subject to a mandatory 20% withholding
requirement.

Withdrawals of amounts attributable to contributions made pursuant to a
salary reduction agreement (in accordance with Section 403(b)(11) of the Code)
are limited to circumstances only: when the Owner attains age 59 1/2,
separates from service, dies, becomes disabled (within the meaning of Section
72(m)(7) of the Code), or in the case of hardship. These limitations on
withdrawals apply to: (1) salary reduction contributions made after December
31, 1988; (2) income attributable to such contributions; and (3) income
attributable to amounts held as of December 31, 1988. The limitations on
withdrawals do not affect rollovers or exchanges between certain Qualified
Plans. Tax penalties may also apply. While the foregoing limitations only
apply to certain Contracts issued in connection with Section 403(b) Qualified
Plans, all Owners should seek competent tax advice regarding any withdrawals
or distributions.

Except in connection with a Systematic Withdrawal Program, described
below, the minimum partial withdrawal amount is $500, or, if less, the Owner's
entire interest in the Portfolio from which a withdrawal is requested. The
Owner's interest in the Portfolio from which the withdrawal is requested must
be at least $100 after the withdrawal is completed if anything is left in that
Portfolio.

A written withdrawal request or Systematic Withdrawal Program enrollment
form, as the case may be, must be sent to the Company at its Annuity Service
Center. The required program form will not be in good order unless it includes
the Owner's Tax I.D. Number (e.g., Social Security Number) and provides
instructions regarding withholding of income taxes. The Company provides the
required forms.
<PAGE>
The Company may also accept telephone requests for certain partial
withdrawals from Owners who elect this option either through the Contract
application or by completing a Telephone Redemption Authorization Form
provided by the Company. The Company reserves the right to impose maximum
withdrawal amounts and procedural requirements regarding this privilege. The
proceeds of a telephone withdrawal will be sent by check to the Owner at the
address of record only. Telephone calls authorizing withdrawals must be
completed by the close of regular trading on the NYSE (normally 4:00 p.m.
Eastern time) on a Valuation Date in order to be effected at the price
determined on such date. The Company reserves the right to terminate or modify
the telephone withdrawal service at any time.

If the request is for total withdrawal, the Contract, or a Lost Contract
Affidavit, must be submitted as well. The Withdrawal Value is determined on
the basis of the Contract Values next computed following receipt of a request
in proper order. The Withdrawal Value will normally be paid within seven days
after the day a proper request is received by the Company at its Annuity
Service Center. However, the Company may suspend the right of withdrawal from
the Separate Account or delay payment for such withdrawal more than seven
days: (1) during any period when the NYSE is closed (other than customary
weekend and holiday closings); (2) when trading on the NYSE is restricted or
an emergency exists as determined by the Securities and Exchange Commission so
that disposal of the Separate Account's investments or determination of
Accumulation Unit value is not reasonably practicable; or (3) for such other
periods as the Securities and Exchange Commission, by order, may permit for
protection of Owners.

Systematic Withdrawal Program

A Contract Owner may elect in writing on a form provided by the Company
to take Systematic Withdrawals by surrendering a specified dollar amount (of
at least $50) on a monthly, quarterly, semi-annual, or annual basis. The
Company will process the withdrawals as directed by surrendering on a pro-rata
basis Accumulation Units from all Portfolios in which the Contract Owner has
an interest. A Withdrawal Charge may apply to Systematic Withdrawals in
accordance with the considerations set forth in the "Withdrawal Charge"
section on Page 12. 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.
If directed by the Contract Owner, the Company will withhold federal taxes
from each Systematic Withdrawal. The Contract Owner may discontinue Systematic
Withdrawals at any time by notifying the Company in writing.

The Company reserves the right to discontinue offering Systematic
Withdrawals upon 30 days' written notice to Contract Owners; however, any such
discontinuation would not affect Systematic Withdrawal programs already
commenced. The Company also reserves the right to assess a processing fee for
this service.

<PAGE>
ERISA Plans

Spousal consent may be required when a married Owner seeks a distribution
from a Contract that has been issued in connection with a Qualified Plan (or a
Non-Qualified Plan that is subject to Title 1 of ERISA). Owners should obtain
competent legal and/or tax advice.

Minimum Contract Value

If the Contract Value is less than $500 and no Premiums have been made
during the previous three full calendar years, the Company reserves the right,
after 60 days' written notice to the Owner, to terminate the Contract and
distribute its Withdrawal Value to the Owner. This privilege will be exercised
only if the Contract Value has been reduced to less than $500 as a result of
withdrawals, and state law permits. In no instance shall such termination
occur if the value has fallen below $500 due to either decline in Accumulation
Unit value or the imposition of fees and charges.

_____________________________________________________________________________

ANNUITY PERIOD
_____________________________________________________________________________

Annuity Date

The Owner selects an Annuity Date (the date on which annuity payments are
to begin) at the time of application. In selecting an Annuity Date, the Owner
may wish to consider the applicability of a Withdrawal Charge, which is
imposed upon Annuitizations which occur within one year of the Issue Date.
Annuity payments will begin no later than the Latest Annuity Date. If no
Annuity Date is selected, the Annuity Date will be the Latest Annuity Date.
The Owner may change the Annuity Date, at any time at least seven days prior
to the Annuity Date then indicated on the Company's records, by written notice
to the Company at its Annuity Service Center.

Annuity Options

The Owner, or any Beneficiary who is so entitled, may elect to receive a
lump sum at the end of the Accumulation Period. However, a lump sum
distribution may be deemed to be a withdrawal, and at least a portion of it
may be subject to applicable Contract charges and income tax. Alternatively,
an Annuity Option may be elected. The Owner may, upon prior written notice to
the Company, elect an Annuity Option at any time prior to the Annuity Date.

A change of Annuity Option is permitted if made at least 7 days before
the Annuity Date. If no other Annuity Option is elected, monthly annuity
payments will be made in accordance with Option 3 below, a Life annuity with a
120-month period certain. Annuity payments will be made in monthly, quarterly,
semi-annual or annual installments as selected by the Owner. However, if the
amount available to apply under an Annuity Option is less than $5,000, and
state law permits the Company has the right to pay the annuity in one lump
sum. In addition, if the first payment provided would be less than $50, and
state law permits, the Company shall have the right to require the frequency
<PAGE>
of payments be at quarterly, semi-annual or annual intervals so as to result
in an initial payment of at least $50.

NO WITHDRAWALS OF CONTRACT VALUE ARE PERMITTED DURING THE ANNUITY PERIOD
FOR ANY ANNUITY OPTION UNDER WHICH PAYMENTS ARE BEING MADE PURSUANT TO LIFE
CONTINGENCIES.

The following Annuity Options are generally available under the Contract.
However, there may be restrictions in the retirement plan pursuant to which a
Contract has been purchased.

Option 1 - Life Income

An annuity payable monthly during the lifetime of the Annuitant. Under
this Option, no further payments are payable after the death of the Annuitant
and there is no provision for a death benefit payable to the Beneficiary.
Therefore, it is possible under Option 1 for the payee to receive only one
monthly annuity payment under this Contract.

Option 2 - Joint and Survivor Annuity

An annuity payable monthly while both the Annuitant and a designated
second person are living. Upon the death of either person, the monthly income
payable will continue during the lifetime of the survivor at either the full
amount previously payable or as a percentage (either one-half or two-thirds)
of the full amount, as chosen at the time of election of this Option.

Annuity payments terminate automatically and immediately upon the death
of the surviving person without regard to the number or total amount of
payments received.

There is no minimum number of guaranteed payments and it is possible to
have only one annuity payment if both the Annuitant and the designated second
person die before the due date of the second payment.

Option 3 - Life Annuity with 120 or 240 Monthly Payments Guaranteed

An annuity payable monthly during the lifetime of the Annuitant, with the
guarantee that if, at the death of the Annuitant, payments have been made for
fewer than the guaranteed 120 or 240 monthly periods, as elected by the Owner,
the balance of the guaranteed number of payments will be made to the
Beneficiary.

Option 4 - Income for a Specified Period

Under this Option, a payee can elect an annuity payable monthly for any
period of years from 5 to 30. This election must be made for full 12 month
periods. In the event the payee dies before the specified number of payments
has been made, the Beneficiary may elect to continue receiving the scheduled
payments or may alternatively elect to receive the discounted present value of
any remaining guaranteed payments in a lump sum.

<PAGE>
Other Options

At the sole discretion of the Company, other annuity options may be made
available. However, to the extent that Withdrawal Charges would otherwise
apply to a withdrawal or termination, the identical Withdrawal Charge may
apply with respect to any additional options.

Death Benefit During Annuity Period

If the Owner dies after the Annuity Date while the Contract is in force,
the death proceeds, if any, will depend upon the Annuity Option in effect at
the time of the payee's death. If the Owner dies after the Annuity Date and
before the entire interest in the Contract has been distributed, the remaining
interest, if any, as provided for in the Annuity Option elected, will be
distributed at least as rapidly as under the method of distribution in effect
at the Owner's death.

_____________________________________________________________________________

ANNUITY PAYMENTS
_____________________________________________________________________________

Initial Monthly Annuity Payment

The initial annuity payment attributable to investment in a Portfolio is
determined by taking the Contract Value allocated to that Portfolio, less any
premium tax and any applicable Contract changes, and then applying it to the
annuity table specified in the Contract. Those tables are based on a set
amount per $1,000 of proceeds applied. The appropriate rate must be determined
by the sex (except where, as in the case of certain Qualified Plans and other
employer-sponsored retirement plans, such classification is not permitted) and
age of the Annuitant and designated second person, if any.

The dollars applied are then divided by 1,000 and the result multiplied
by the appropriate annuity factor appearing in the table to compute the amount
of the first monthly annuity payment. That amount is divided by the value of
an Annuity Unit as of the Annuity Date to establish the number of Annuity
Units representing each Variable Annuity payment. The number of Annuity Units
determined for the first Variable Annuity payment remains constant for the
second and subsequent monthly Variable Annuity payments, assuming that no
reallocation of Contract Values is made. The total Variable Annuity payment is
equal to the sum of the annuity payments as determined above for each
Portfolio to which Contract Value is allocated on the Annuity Date.

Subsequent Monthly Payments

The amount of the second and each subsequent monthly Variable Annuity
payment is determined by multiplying the number of Annuity Units, as
determined in connection with the determination of the initial monthly
payment, above, by the Annuity Unit Value as of the Valuation Period next
preceding the date on which each annuity payment is due.

<PAGE>
Annuity Unit Value

The initial value of an Annuity Unit of each Portfolio was set when the
Portfolios were established. The value may increase or decrease from one
Valuation Period to the next. The annuity tables contained in the Contract are
based on a 3.0% per annum assumed investment rate. If the actual net
investment rate experienced by a Portfolio exceeds 3.0%, Variable Annuity
payments derived from allocations to that Portfolio will increase over time.
Conversely, if the actual rate is less than 3.0%, Variable Annuity payments
will decrease over time. If the net investment rate equals 3.0%, the Variable
Annuity payments will remain constant. If a higher assumed investment rate had
been used, the initial monthly payment would be higher, but the actual net
investment rate would also have to be higher in order for annuity payments to
increase (or not to decrease).

The payee receives the value of a fixed number of Annuity Units each
month. The value of a fixed number of Annuity Units will reflect the
investment performance of the Portfolios elected, and the amount of each
annuity payment will vary accordingly.

For each Portfolio, the value of an Annuity Unit for any Valuation Period
is determined by multiplying the Annuity Unit Value for the immediately
preceding Valuation Period by the Net Investment Factor for the Valuation
Period for which the Annuity Unit Value is being calculated. The result is
then multiplied by a second factor which offsets the effect of the assumed net
investment rate of 3.0% per annum which is assumed in the annuity tables
contained in the Contract. The Net Investment Factor, which reflects changes
in the net asset value of the shares of the Series in which the Portfolio
invests, is described in greater detail in the Statement of Additional
Information.

_____________________________________________________________________________

ADMINISTRATION
_____________________________________________________________________________

Please direct all service inquiries to the Company at (800) 766-4683. Be
sure to provide the policy number and Owner's name.

Statements and Reports

The Company will mail to Contract Owners, at their last known address of
record, any statements and reports required by applicable law or regulation.
Contract Owners should therefore give the Company prompt notice of any address
change. The Company will send a confirmation statement to Contract Owners each
time a transaction is made affecting the Owner's Contract Value, such as
making additional Premiums, transfers, exchanges or withdrawals. Quarterly
statements are also mailed detailing the Contract activity during the calendar
quarter. Instead of receiving an immediate confirmation of transactions made
pursuant to some types of periodic payment plans (such as a Dollar Cost
Averaging Program) or salary reduction arrangement, the Contract Owner may
receive confirmation of such transactions in their quarterly statements. The
Contract Owner should review the information in these statements carefully.
<PAGE>
All errors or corrections must be reported to the Company immediately to
assure proper crediting to the Owner's Contract. The Company will assume all
transactions are accurate unless the Contract Owner notifies the Company
otherwise within thirty (30) days after receipt of the statement. The Company
will also send to Contract Owners such additional reports and information as
may be required by Federal securities laws.

_____________________________________________________________________________

TAXES
_____________________________________________________________________________

NOTE: INFORMATION CONTAINED HEREIN SHOULD NOT BE SUBSTITUTED FOR THE
ADVICE OF A PERSONAL TAX ADVISER. THE COMPANY DOES NOT MAKE ANY GUARANTEE
REGARDING THE TAX STATUS OF ANY CONTRACT OR ANY TRANSACTION INVOLVING THE
CONTRACTS.

General

Section 72 of the Code governs taxation of annuities in general. An
individual Owner is not taxed on increases in the value of a Contract until
distribution occurs, either in the form of a non-annuity distribution or as
annuity payments under the Annuity Option elected. For a lump sum payment
received as a total surrender (total redemption), the recipient is taxed on
the portion of the payment that exceeds the cost basis of the Contract. For a
payment received as a withdrawal (partial redemption), Federal tax liability
is determined on a last-in, first-out basis, meaning taxable income is
withdrawn before the cost basis of the Contract is withdrawn. For Contracts
issued in connection with Non-Qualified Plans, the cost basis is generally the
Premiums, while for Contracts issued in connection with Qualified Plans there
may be no cost basis. The taxable portion of the lump sum payment is taxed at
ordinary income tax rates. Tax penalties may also apply.

For annuity payments, the taxable portion is determined by a formula
which establishes the ratio that the cost basis of the Contract bears to the
total value of annuity payments for the term of the Contract. The taxable
portion is taxed at ordinary income tax rates. Owners, Annuitants and
Beneficiaries under the Contracts should seek competent financial advice about
the tax consequences of distributions under the retirement plan for which the
Contracts are purchased.

Generally, the amount of any payment of interest to a non-resident alien
of the United States shall be subject to withholding of a tax equal to thirty
(30%) percent of such amount or, if applicable, a lower treaty rate. A payment
may not be subject to withholding where the recipient sufficiently establishes
that such payment is effectively connected to the recipient's conduct of a
trade or business in the United States and such payment is included in
recipient's gross income.

The Company is taxed as a life insurance company under the Code. For
Federal income tax purposes, the Separate Account is not a separate entity
from the Company and its operations form a part of the Company.

<PAGE>
Withholding Tax on Distributions

The Code generally requires the Company (or, in some cases, a plan
administrator) to withhold tax on the taxable portion of any distribution or
withdrawal from a Contract. For "eligible rollover distributions" from
Contracts issued under certain types of Qualified Plans, 20% of the
distribution must be withheld, unless the payee elects to have the
distribution "rolled over" to another eligible plan in a direct "trustee to
trustee" transfer. This requirement is mandatory and cannot be waived by the
Owner. Withholding on other types of distributions can be waived.

An "eligible rollover distribution" is the estimated taxable portion of
any amount received by a covered employee from a plan qualified under Section
401(a) or 403(a) of the Code, or from a tax sheltered annuity qualified under
Section 403(b) of the Code (other than (1) annuity payments for the life (or
life expectancy) of the employee, or joint lives (or joint life expectancies)
of the employee and his or her designated beneficiary, or for a specified
period of ten years or more; and (2) distributions required to be made under
the Code). Failure to "rollover" the entire amount of an eligible rollover
distribution (including an amount equal to the 20% portion of the distribution
that was withheld) could have adverse tax consequences, including the
imposition of a penalty tax on premature withdrawals, described later in this
section.

Withdrawals or distributions from a Contract other than eligible rollover
distributions are also subject to withholding on the estimated taxable portion
of the distribution, but the Owner may elect in such cases to waive the
withholding requirement. If not waived, withholding is imposed (1) for
periodic payments, at the rate that would be imposed if the payments were
wages, or (2) for other distributions, at the rate of 10%. If no withholding
exemption certificate is in effect for the payee, the rate under (1) above is
computed by treating the payee as a married individual claiming 3 withholding
exemptions.

Diversification - Separate Account Investments

Section 817(h) of the Code imposes certain diversification standards on
the underlying assets of variable annuity contracts. The Code provides that a
variable annuity contract will not be treated as an annuity contract for any
period (and any subsequent period) for which the investments are not
adequately diversified, in accordance with regulations prescribed by the
United States Treasury Department ("Treasury Department"). Disqualification of
the Contract as an annuity contract would result in imposition of Federal
income tax to the Owner with respect to earnings allocable to the Contract
prior to the receipt of payments under the Contract. The Code contains a safe
harbor provision which provides that annuity contracts such as the Contracts
meet the diversification requirements if, as of the close of each calendar
quarter, the underlying assets meet the diversification standards for a
regulated investment company, and no more than 55% of the total assets consist
of cash, cash items, U.S. government securities and securities of other
regulated investment companies. The Code also provides that for purposes of
determining whether or not the diversification standards imposed on the
underlying assets of variable contracts by Section 817(h) of the Code have
<PAGE>
been met, "each United States government agency or instrumentality shall be
treated as a separate issuer."

The Treasury Department has issued Regulations establishing
diversification requirements for the investment portfolios underlying variable
contracts such as the Contract. The Regulations amplify the diversification
requirements for variable contracts set forth in the Code and provide an
alternative to the safe harbor provision described above. Under the
Regulations, an investment portfolio will be deemed adequately diversified if
(1) no more than 55% of the value of the total assets of the portfolio is
represented by any one investment; (2) no more than 70% of the value of the
total assets of the portfolio is represented by any two investments; (3) no
more than 80% of the value of the total assets of the portfolio is represented
by any three investments; and (4) no more than 90% of the value of the total
assets of the portfolio is represented by any four investments.

The Company intends that each Series of the Underlying Funds will be
managed by its respective investment adviser in such a manner as to comply
with these diversification requirements.

Multiple Contracts

The Code provides that multiple annuity contracts which are issued within
a calendar year to the same contract owner by one company or its affiliates
are treated as one annuity contract for purposes of determining the tax
consequences of any distribution. Such treatment may result in adverse tax
consequences including more rapid taxation of the distributed amounts from
such multiple contracts. The Company believes that Congress intended to affect
the purchase of multiple deferred annuity contracts which may have been
purchased to avoid withdrawal income tax treatment. Owners should consult a
tax adviser prior to purchasing more than one annuity contract in any calendar
year.

Tax Treatment of Assignments

An assignment of a Contract may have tax consequences, and may also be
prohibited by ERISA in some circumstances. Owners should, therefore, consult
competent legal advisers should they wish to assign their Contracts.

Qualified Plans

The Contracts offered by this Prospectus are designed to be suitable for
use under various types of Qualified Plans. Taxation of Owners in each
Qualified Plan varies with the type of plan and terms and conditions of each
specific plan. Owners, Annuitants and Beneficiaries are cautioned that
benefits under a Qualified Plan may be subject to the terms and conditions of
the plan, regardless of the terms and conditions of the contracts issued to
fund the plan. For a more detailed description of the various types of plans
under which the Contracts may be purchased, see the Statement of Additional
Information.

<PAGE>
Tax Treatment of Withdrawals

Qualified Plans

Section 72(t) of the Code imposes a 10% penalty tax on the taxable
portion of any early distribution from qualified retirement plans, including
contracts issued and qualified under Code Sections 401 (H.R. 10 and Corporate
Pension and Profit Sharing Plans), 403(b) (tax-sheltered annuities) and 408(b)
(IRAs).

The tax penalty will not apply to the following distributions: (1) if
distribution is made on or after the date on which the Owner or Annuitant (as
applicable) reaches age 59 1/2; (2) distributions following the death or
disability of the Owner or Annuitant (as applicable) (for this purpose
"disability" is defined in Section 72(m)(7) of the Code); (3) distributions
that are part of substantially equal periodic payments made not less
frequently than annually for the life (or life expectancy) of the Owner or
Annuitant (as applicable) or the joint lives (or joint life expectancies) of
such Owner or Annuitant (as applicable) and his or her designated beneficiary;
(4) distributions to an Owner or Annuitant (as applicable) who has separated
from service after he has attained age 55; (5) distributions made to the Owner
or Annuitant (as applicable) to the extent such distributions do not exceed
the amount allowable as a deduction under Code Section 213 to the Owner or
Annuitant (as applicable) for amounts paid during the taxable year for medical
care; and (6) distributions made to an alternate payee pursuant to a qualified
domestic relations order.

The exceptions stated in items (4), (5) and (6) above do not apply in the
case of an IRA.

Limitations imposed by the Code on withdrawals from tax-sheltered
annuities are described above under "Purchases, Withdrawals and Contract Value
- - Withdrawals (Redemptions)," Page 16.

The taxable portion of a withdrawal or distribution from Contracts issued
under certain types of plans may, under some circumstances, be "rolled over"
into another eligible plan so as to continue to defer income tax on the
taxable portion. Effective January 1, 1993, such treatment is available for
any "eligible rollover distribution" made by certain types of plans (as
described above under "Taxes - Withholding Tax on Distributions," Page 22)
that is transferred within 60 days of receipt into a plan qualified under
section 401(a) or 403(a) of the Code, a tax-sheltered annuity, an IRA, or an
individual retirement account described in section 408(a) of the Code. Plans
making such eligible rollover distributions are also required, with some
exceptions specified in the Code, to provide for a direct "trustee to trustee"
transfer of the distribution to the transferee plan designated by the
recipient.

Amounts received from IRAs may also be rolled over into other IRAs,
individual retirements accounts or certain other plans, subject to limitations
set forth in the Code.

<PAGE>
Non-Qualified Plans

Section 72 of the Code governs treatment of distributions from annuity
contracts. It provides that if the Contract Value exceeds the aggregate
Premiums made, any amount withdrawn not in form of an annuity payment will be
treated as coming first from the earnings and then, only after the income
portion is exhausted, as coming from the principal. Withdrawn earnings are
included in a taxpayer's gross income. Section 72 further provides that a 10%
penalty will apply to the income portion of any premature distribution. The
penalty is not imposed on amounts received: (1) after the taxpayer reaches 59
1/2; (2) upon the death of the Owner or Annuitant (as applicable); (3) if the
taxpayer is totally disabled; (4) in a series of substantially equal periodic
payments made for the life of the taxpayer or for the joint lives of the
taxpayer and his Beneficiary; (5) under an immediate annuity; or (6) which are
allocable to premium made prior to August 14, 1982.

_____________________________________________________________________________

ADVERTISING
_____________________________________________________________________________

The Company may from time to time advertise several types of historical
performance for the Portfolios of the Separate Account.

The Company may advertise for the Portfolios standardized "average annual
total return", calculated in a manner prescribed by the Securities and
Exchange Commission, and non-standardized "total return". "Average annual
total return" will show the percentage rate of return of a hypothetical
initial investment of $1,000 for at least the most recent one, five and ten
year period, or for a period covering the time the mutual fund held in the
Portfolio has been in existence, if the Portfolio has not been in existence
for one of the prescribed periods. This calculation reflects the deduction of
all applicable charges made to the Contracts except for premium taxes, which
may be imposed by certain states.

Non-standardized "total return" will be calculated in a similar manner
and for the same time periods as will average annual total return except total
return will assume an initial investment of $10,000 and will not reflect the
deduction of any applicable Withdrawal Charge, which, if reflected, would
decrease the level of performance shown. The Withdrawal Charge is not
reflected because the Contracts are designed for long-term investment. An
assumed initial investment of $10,000 will be used because that figure more
closely approximates the size of a typical Contract than does the $1,000
figure used in calculating the standardized average annual total return
quotations. The amount of the hypothetical initial investment assumed affects
performance because the Contract Maintenance Charge is a fixed per Contract
charge.

If a Series or mutual fund has been in existence for a longer period of
time than the corresponding Portfolio, the standardized average annual total
return and non-standardized total return quotations will show the investment
performance such Series or mutual fund would have achieved (reduced by the
applicable charges) had they been held in a Portfolio for the period quoted.
<PAGE>
A "yield" and "effective yield" may also be advertised for the PPM
America/JNL Money Market Portfolio. "Yield" is a measure of the net dividend
and interest income earned over a specific seven-day period (which period will
be stated in the advertisement) expressed as a percentage of the offering
price of the Portfolio's units. Yield is an annualized figure, which means
that it is assumed that the Portfolio generates the same level of net income
over a 52-week period. The "effective yield" is calculated under rules
prescribed by the Securities and Exchange Commission and assumes a weekly
reinvestment of income earned. The effective yield will be slightly higher
than the yield due to this compounding effect.

The Company may also from time to time advertise the performance of the
Portfolio of the Separate Account relative to the performance of variable
annuities or mutual funds of other companies with similar or different
objectives, or the investment industry as a whole. Other investments to which
the Portfolios may be compared include, but are not limited to: precious
metals; real estate; stocks and bonds; closed-end funds; CD's; bank money
market deposit accounts and passbook savings; and the Consumer Price Index.

The Portfolios of the Separate Account may also be compared to certain
market indexes, which may include, but are not limited to: S&P 500;
Shearson/Lehman Intermediate Government/Corporate Bond Index; Shearson/Lehman
Long-Term Government/Corporate Bond Index; Donoghue Money Fund Average; U.S.
Treasury Note Index; Bank Rate Monitor National Index of 2 1/2 Year CD Rates;
and Dow Jones Industrial Average.

Normally these rankings and ratings are published by independent tracking
services and publications of general interest including, but not limited to:
Lipper Analytical Services, Inc., CDA Technologies, Morningstar, Donoghue's,
Weisenberger; magazines such as Money, Forbes, Kiplinger's Personal Finance
Magazine, Financial World, Consumer Reports, Business Week, Time, Newsweek,
U.S. News & World Report, National Underwriter; rating services such as LIMRA,
Value, Best's Agent Guide, Western Annuity Guide, Comparative Annuity Reports;
and other publications such as the Wall Street Journal, Barron's, Investor's
Daily, and Standard & Poor's Outlook. In addition, Variable Annuity Research &
Data Service (The VARDS Report) is an independent rating service that ranks
over 500 variable annuity funds based upon total return performance. These
rating services and publications rank the performance of the Series against
all funds over specified periods and against funds in specified categories.
The rankings may or may not include the effects of sales or other charges.

The Company is also ranked and rated by independent financial rating
services, among which are Standard & Poor's, A. M. Best Company and Duff &
Phelps. The purpose of these ratings is to reflect the financial strength or
claims-paying ability of the Company. The ratings are not intended to reflect
the investment experience or financial strength of the Separate Account. The
Company may advertise these ratings from time to time. In addition, the
Company may include in certain advertisements, endorsements in the form of a
list of organizations, individuals or other parties which recommend the
Company or the Contracts. Furthermore, the Company may occasionally include in
advertisements comparisons of currently taxable and tax deferred investment
programs, based on selected tax brackets, or discussions of alternative
investment vehicles and general economic conditions. All performance
<PAGE>
information and comparative material advertised by the Company is historical
in nature and is not intended to represent or guarantee future results. A
Contract Owner's Contract Value at redemption may be more or less than
original cost.

_____________________________________________________________________________

LEGAL PROCEEDINGS
_____________________________________________________________________________

There are no material legal proceedings, other than ordinary routine
litigation incidental to the business to which the Company and the Separate
Account are parties or to which any of their property is the subject.

The General Distributor, Jackson National Financial Services, Inc., is
not engaged in any litigation of any material nature.

<PAGE>
_____________________________________________________________________________

TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION
_____________________________________________________________________________

<TABLE>
<CAPTION>
<S> <C>
Page
General Information and History 1
Services 1
Purchase of Securities Being Offered 2
Underwriters 2
Calculation of Performance 2
Additional Tax Information 4
Annuity Payments; Net Investment Factor 5
Financial Statements 7
</TABLE>

<PAGE>
_____________________________________________________________________________

APPENDIX A
_____________________________________________________________________________

GENERAL ACCOUNT

Because of exemptive and exclusionary provisions, interests in the
General Account have not been registered under the Securities Act of 1933
("1933 Act"), nor is the General Account registered as an investment company
under the Investment Company Act of 1940 ("1940 Act"). Accordingly, neither
the General Account nor any interest therein is generally subject to the
provisions of the 1933 or 1940 Acts, and the staff of the Securities and
Exchange Commission, typically, does not review the disclosures in a
prospectus which relate to the General Account portion. Disclosures regarding
the General Account portion of the Contract may be subject to certain
generally applicable provisions of the Federal securities laws relating to
accuracy and completeness of statements made in prospectuses.

Investor's should review Jackson National Life Insurance Company's
Contract for a full description of the General Account portion of the
Contract. Any questions regarding these Contracts should be directed to the
Company's Annuity Service Center.

<PAGE>
_____________________________________________________________________________

APPENDIX B
_____________________________________________________________________________

Below are the investment objectives of each Series of the Underlying
Funds available through the Separate Account. There can be no assurance that
any Series will achieve its investment objectives.

JNL SERIES TRUST

The JNL Series Trust (the "Trust") is an open-end management investment
company created under the laws of Massachusetts, by a Declaration of trust,
dated June 1, 1994. Shares of the Trust will be sold primarily to life
insurance companies to fund the benefits under variable insurance or annuity
policies. Jackson National Financial Services, Inc. ("JNFSI"), a wholly owned
subsidiary of Jackson National Life Insurance Company, serves as investment
adviser for all the Series of the Trust. Janus Capital Corporation ("Janus
Capital") serves as sub-adviser for JNL Aggressive Growth, JNL Capital Growth
and JNL Global Equities Series; Fred Alger Management, Inc. ("Alger
Management") serves as sub-adviser for the JNL/Alger Growth Series; Phoenix
Investment Counsel, Inc. ("PIC") serves as sub-adviser for the JNL/Phoenix
Investment Counsel Balanced and JNL/Phoenix Investment Counsel Growth Series;
PPM America, Inc. ("PPM") serves as sub-adviser for the PPM America/JNL High
Yield Bond, PPM America/JNL Money Market and PPM America/JNL Value Equity
Series; Salomon Brothers Asset Management Inc ("Salomon Brothers") serves as
sub-adviser for the Salomon Brothers/JNL Global Bond and Salomon Brothers/JNL
U.S. Government & Quality Bond Series; T. Rowe Price Associates, Inc. ("T.
Rowe") serves as sub-adviser for the T. Rowe Price/JNL Established Growth and
T. Rowe Price/JNL Mid-Cap Growth Series; and Rowe Price-Fleming International,
Inc. ("Price-Fleming") serves as sub-adviser for the T. Rowe Price/JNL
International Equity Investment Series.

JNL Aggressive Growth Series is a non-diversified Series that seeks as
its investment objective long-term growth of capital by investing primarily in
common stocks of issuers of any size, including larger, well-established
companies and smaller, emerging growth companies.

JNL Capital Growth Series is a non-diversified Series that seeks as its
investment objective long-term growth of capital by emphasizing investments in
common stocks of companies with an average market capitalization between $1
billion and $5 billion. Although the Series expects to emphasize such
securities, it may also invest in smaller or larger companies.

JNL Global Equities Series seeks as its investment objective long-term
growth of capital by investing primarily in common stocks of foreign and
domestic issuers of any size. This Series normally invests in issuers from at
least five different countries including the United States.

JNL/Alger Growth Series seeks as its investment objective long-term
capital appreciation by investing in a diversified, actively managed portfolio
of equity securities, primarily of companies with total market capitalization
of $1 billion or greater.
<PAGE>
JNL/Phoenix Investment Counsel Balanced Series seeks as its investment
objective reasonable income, long-term capital growth and preservation of
capital. It is intended that this Series will invest in common stocks and
fixed income securities, with emphasis on income-producing securities which
appear to have some potential for capital enhancement.

JNL/Phoenix Investment Counsel Growth Series seeks as its investment
objective long-term appreciation of capital. Since income is not an objective,
any income generated by the investment of this Series' assets will be
incidental to its objective. It is intended that this Series will invest
primarily in the common stocks of companies believed by the sub-adviser to
have appreciation potential.

PPM America/JNL High Yield Bond Series seeks as its investment objective
a high level of current income; its secondary investment objective is capital
appreciation by investing in fixed-income securities, with emphasis on
higher-yielding, higher-risk, lower-rated or unrated corporate bonds.

PPM America/JNL Money Market Series seeks as its investment objective as
high a level of current income as is consistent with the preservation of
capital and maintenance of liquidity by investing in high quality, short-term
money market instruments.

PPM America/JNL Value Equity Series seeks as its investment objective a
high total return by investing in common stocks which the sub-adviser believes
to be undervalued relative to the stock market in general at the time of
purchase.

Salomon Brothers/JNL Global Bond Series seeks as its investment objective
a high level of current income. As a secondary objective, the Series will seek
capital appreciation. The Series seeks to achieve its objectives by investing
in a globally diverse portfolio of fixed income investments and by giving the
sub-adviser broad discretion to deploy the Series assets among certain
segments of the fixed income market that the sub-adviser believes will best
contribute to achievement of the Series' investment objectives. In pursuing
its investment objectives, the Series reserves the right to invest
predominantly in securities rated in medium or lower rated categories or as
determined by the sub-adviser to be of comparable quality. Although the Series
has the ability to invest up to 100% of the Series' assets in lower-rated
securities, the Series does not anticipate investing in excess of 75% of the
Series' assets in such securities.

Salomon Brothers/JNL U.S. Government & Quality Bond Series seeks as its
investment objective a high level of current income, by investing primarily in
debt obligations and mortgage-backed securities issued or guaranteed by the
U.S. Government, its agencies or instrumentalities including collateralized
mortgage obligations backed by such securities. The Series may also invest a
portion of its assets in investment-grade bonds.

T. Rowe/JNL Established Growth Series seeks as its investment objective
long-term growth of capital and increasing dividend income through investment
primarily in common stocks of well-established growth companies.

<PAGE>
T. Rowe/JNL International Equity Investment Series seeks as its
investment objective long-term growth of capital through investments primarily
in common stocks of established, non-U.S. companies.

T. Rowe/JNL Mid-Cap Growth Series seeks as its investment objective
long-term growth of capital by investing primarily in the common stock of
companies with medium-sized market capitalizations ("mid-cap") and the
potential for above average growth.

<PAGE>
_____________________________________________________________________________

APPENDIX C
_____________________________________________________________________________

Examples of Calculation of Withdrawal Charge

Example 1 - Assume a single premium of $50,000 is paid into the contract,
no transfers are made, no additional premiums are paid and there are no
partial withdrawals. The table below illustrates three examples of the
Withdrawal Charges that would be imposed if the contract is completely
surrendered, based on hypothetical contract values.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Withdrawal
Complete Hypothetical Charges
Contract Contract Premiums ___________
Years Value Liquidated Percent Amount
________ _____________ __________ ____ _______ ______
1 $55,000 $50,000 (1) 6% $3,000
4 45,000 50,000 (2) 3% 1,500
7 70,000 50,000 0% (3) 0
</TABLE>

Notes:

1) Earnings are withdrawn free of Withdrawal Charge.

2) On full surrender, premium payments are fully liquidated, even if the
contract value is less than unliquidated premiums.

3) There is no Withdrawal Charge on any premiums liquidated that have been
in the contract for at least seven years.
_____________________________________________________________________________

Example 2 - Assume a single premium of $50,000 is paid into the contract,
no transfers are made, no additional premiums are paid and that there are a
series of four partial withdrawals of $2,000, $7,000, $4,000 and $10,000 made
mid-year in the second, third, fourth and seventh contract years. The table
below illustrates the Withdrawal Charges that would be imposed based on
hypothetical contract values.

<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Complete Hypothetical Partial Free Withdrawal Charge
Contract Contract Unliquidated Earnings(6) Withdrawal Withdrawal Premiums __________ ______
Years Value Premium (loss) Requested Amount Liquidated Percent Amount
________ ____________ _____________ ____________ ___________ ___________ __ __________ _____ __________ ______ ___
2 $65,000 $50,000 $15,000 $ 2,000 $15,000 (1) $ 0 5% $ 0 (2)
3 54,000 50,000 4000 7,000 5,000 (3) 2,000 (4) 4% 80 (5)
4 47,000 48,000 (1000) 4,000 4,800 0 3% 0 (7)
7 50,000 48,000 2000 10,000 2,000 (8) 8,000 0% (9) 0

<FN>
Notes:

(1) Earnings exceed 10% of unliquidated premium, accordingly there was no Additional Free Withdrawal
amount.

(2) Earnings could be withdrawn free of Withdrawal Charges.

(3) The Additional Free Withdrawal amount is 10% of unliquidated premium ($5,000) less earnings
($4,000), giving a total Free Withdrawal amount of $5,000.

(4) The Additional Free Withdrawal amount is treated as an advance of earnings, accordingly only $2,000
is liquidated.

(5) The Withdrawal Charge is liquidated premium multiplied by the Withdrawal Charge.

(6) Earnings is the difference between the Contract Value and unliquidated premium.

(7) If the contract was fully surrendered shortly after the partial withdrawal, then the Withdrawal
Charge would be 3% of $4,800 ($144).

(8) There were no premium payments made in the last seven years, accordingly there would be no
Additional Free Withdrawal amount.

(9) There is no Withdrawal Charge on premium payments made over seven years ago.