CG VARIABLE ANNUITY SEPARATE ACCOUNT II
497, 1995-10-12
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<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

                                                                     [LOGO]
CG VARIABLE ANNUITY SEPARATE ACCOUNT II

   
<TABLE>
<S>                          <C>
  HOME OFFICE LOCATION:      MAILING ADDRESS:
  900 COTTAGE GROVE ROAD     CIGNA INDIVIDUAL INSURANCE
  HARTFORD, CT 06152         VARIABLE PRODUCTS SERVICE CENTER: ROUTING S-249
                             HARTFORD, CT 06152 - 2249
                             (800) (552-9898)
</TABLE>
    

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

   
        FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS - NEW YORK
    
- --------------------------------------------------------------------------------

    The  Flexible Payment Deferred Variable  Annuity Contracts (the "Contracts")
described in this  prospectus provide  for accumulation of  Contract Values  and
eventual  payment of monthly annuity payments on  a fixed or variable basis. The
Contracts are designed to aid individuals  in long term planning for  retirement
or  other long term  purposes. The Contracts are  available for retirement plans
which do not qualify for the special federal tax advantages available under  the
Internal  Revenue Code ("Non-Qualified Plans") and for retirement plans which do
qualify for the federal tax advantages available under the Internal Revenue Code
("Qualified Plans"). (See "Tax Status -- Qualified Plans.") Premium payments for
the  Contracts  will  be  allocated  to  a  segregated  investment  account   of
Connecticut  General  Life  Insurance  Company  (the  "Company"),  designated CG
Variable Annuity Separate Account II (the  "Variable Account"), or to the  Fixed
Account, or some combination of them, as selected by the owner of the Contract.

    The  following funding options  are available under  a Contract: Through the
Variable Account, the Company  offers seventeen diversified open-end  management
investment  companies  (commonly called  mutual  funds), each  with  a different
investment objective: Alger American Fund -- Alger American Small Capitalization
Portfolio, Alger  American Leveraged  AllCap  Portfolio, Alger  American  MidCap
Growth   Portfolio  and  Alger  American  Growth  Portfolio;  Fidelity  Variable
Insurance Products Fund -- Equity-Income  Portfolio and Money Market  Portfolio;
Fidelity  Variable Insurance Products Fund II -- Investment Grade Bond Portfolio
and Asset Manager Portfolio;  MFS Variable Insurance Trust  -- MFS Total  Return
Series,  MFS  Utilities Series  and MFS  World  Governments Series;  Neuberger &
Berman Advisers Management  Trust -- Balanced  Portfolio, Limited Maturity  Bond
Portfolio  and Partners Portfolio; Quest for  Value Accumulation Trust -- Global
Equity Portfolio, Managed Portfolio and Small Cap Portfolio. The fixed  interest
option  offered  under a  Contract  is the  Fixed  Account. Premium  payments or
transfers allocated to the Fixed Account, and 3% interest per year thereon,  are
guaranteed,  and additional interest  may be credited,  with certain withdrawals
subject to a market value adjustment and withdrawal charges. Unless specifically
mentioned, this prospectus only describes the variable investment options.

   
    This entire prospectus,  and those of  the Funds, should  be read  carefully
before  investing to understand  the Contracts being  offered. The "Statement of
Additional Information" dated August 23, 1995, available at no charge by calling
or writing  the  Company's Variable  Products  Service Center  as  shown  above,
provides  further  information. Its  table of  contents  is at  the end  of this
prospectus.
    

    THIS PROSPECTUS IS VALID ONLY  WHEN ACCOMPANIED BY THE CURRENT  PROSPECTUSES
OF  THE MUTUAL FUNDS AVAILABLE  AS FUNDING OPTIONS FOR  THE CONTRACTS OFFERED BY
THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

    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.

   
                      PROSPECTUS DATED: SEPTEMBER 22, 1995
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          6
FEES AND EXPENSES..............................          8
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY, THE VARIABLE ACCOUNT AND THE FIXED
 ACCOUNT.......................................         11
THE FUNDS......................................         13
  General......................................         15
  Substitution of Securities...................         16
  Voting Rights................................         16
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         17
  Dollar Cost Averaging........................         18
  Contract Value...............................         19
  Accumulation Unit............................         19
CHARGES AND DEDUCTIONS.........................         20
  Deduction for Contingent Deferred Sales
   Charge (Sales Load).........................         20
  Deduction for Mortality and Expense Risk
   Charge......................................         21
  Deduction for Administrative Expense Charge..         21
  Deduction for Annuity Account Fee............         21
  Deduction for Premium Tax Equivalents........         22
  Deduction for Income Taxes...................         22
  Deduction for Fund Expenses..................         22
  Deduction for Transfer Fee...................         22
OTHER CONTRACT FEATURES........................         22
  Ownership....................................         22
  Assignment...................................         23
  Beneficiary..................................         23
  Change of Beneficiary........................         23
  Annuitant....................................         23
  Transfer of Contract Values between
   Sub-Accounts................................         24
  Procedures for Telephone Transfers...........         24
  Surrenders and Partial Withdrawals...........         25
  Delay of Payments and Transfers..............         25
  Market Value Adjustment......................         26
  Death of the Owner before the
   Annuity Date................................         27

<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>

  Death of the Annuitant before the Annuity
   Date........................................         27
  Death of the Annuitant after the
   Annuity Date................................         27
  Change in Operation of Variable Account......         27
  Modification.................................         28
  Discontinuance...............................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         28
  Fixed Options................................         29
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payment...............         30
DISTRIBUTION OF THE CONTRACTS..................         30
PERFORMANCE DATA...............................         31
  Money Market Sub-Account.....................         31
  Other Variable Account Sub-Accounts..........         31
  Performance Ranking or Rating................         31
TAX STATUS.....................................         32
  General......................................         32
  Diversification..............................         33
  Distribution Requirements....................         33
  Multiple Contracts...........................         34
  Tax Treatment of Assignments.................         34
  Withholding..................................         34
  Section 1035 Exchanges.......................         34
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         35
  Qualified Plans..............................         35
  Section 403(b) Plans.........................         36
  Individual Retirement Annuities..............         36
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         36
  Deferred Compensation Plans..................         36
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         37
FINANCIAL STATEMENTS...........................         37
LEGAL PROCEEDINGS..............................         37
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         37
</TABLE>
    

2
<PAGE>
DEFINITIONS

                    ACCUMULATION PERIOD: The period from the Effective Date to
                    the Annuity Date, the date on which the Death Benefit
                    becomes payable or the date on which the Contract is
                    surrendered or annuitized, whichever is earliest.

                    ACCUMULATION UNIT: A measuring unit used to calculate the
                    value of the Owner's interest in each funding option used in
                    the variable portion of the Contract prior to the Annuity
                    Date.

                    ANNUITANT: A person designated by the Owner in writing upon
                    whose continuation of life any series of payments for a
                    definite period or involving life contingencies depends. If
                    the Annuitant dies before the Annuity Date, the Owner
                    becomes the Annuitant until naming a new Annuitant.

                    ANNUITY ACCOUNT VALUE: The value of the Contract at any
                    point in time.

                    ANNUITY DATE: The date on which annuity payments commence.

                    ANNUITY OPTION: The arrangement under which annuity payments
                    are made.

                    ANNUITY PERIOD: The period starting on the Annuity Date.

                    ANNUITY UNIT: A measuring unit used to calculate the portion
                    of annuity payments attributable to each funding option used
                    in the variable portion of the Contract on and after the
                    Annuity Date.

                    BENEFICIARY: The person entitled to the Death Benefit, who
                    must also be the "Designated Beneficiary", for purposes of
                    Section 72(s) of the Code, upon the Owner's death.

                    CERTIFICATE: The document which evidences the participation
                    of an Owner in a group contract.

                    CODE: The Internal Revenue Code of 1986, as amended.

                    COMPANY: Connecticut General Life Insurance Company.

   
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus, i.e., the Certificate evidencing the Owner's
                    participation in a group contract.
    

                    CONTRACT ANNIVERSARY, CONTRACT YEAR, EFFECTIVE DATE: The
                    Contract's Effective Date is the date it is issued. It is
                    also the date on which the first Contract Year, a 12-month
                    period, begins. Subsequent Contract Years begin on each
                    Contract Anniversary, which is the anniversary of the
                    Effective Date.

                    CONTRACT MONTH: The period from one Monthly Anniversary Date
                    to the next.

                    FIXED ACCOUNT: The portion of the Contract under which
                    principal is guaranteed and interest is credited. Fixed
                    Account Assets are maintained in the Company's General
                    Account and not allocated to the Variable Account.

                    FIXED ANNUITY: An annuity with payments which do not vary as
                    to dollar amount.

                                                                               3
<PAGE>
                    FUND(S): One or more of Alger American Fund -- Alger
                    American Small Capitalization Portfolio, Alger American
                    Leveraged AllCap Portfolio, Alger American MidCap Growth
                    Portfolio and Alger American Growth Portfolio; Fidelity
                    Variable Insurance Products Fund -- VIP Equity-Income
                    Portfolio and VIP Money Market Portfolio; Fidelity Variable
                    Insurance Products Fund II -- VIP II Investment Grade Bond
                    Portfolio and VIP II Asset Manager Portfolio; MFS Variable
                    Insurance Trust -- MFS Total Return Series, MFS Utilities
                    Series and MFS World Governments Series; Neuberger & Berman
                    Advisers Management Trust -- Balanced Portfolio, Limited
                    Maturity Bond Portfolio and Partners Portfolio; Quest for
                    Value Accumulation Trust -- Quest Global Equity Portfolio,
                    Quest Managed Portfolio and Quest Small Cap Portfolio. Each
                    is an open-end management investment company (mutual fund)
                    whose shares are available to fund the benefits provided by
                    the Contract.

                    GUARANTEED INTEREST RATE: The rate of interest credited by
                    the Company on a compound annual basis during a Guaranteed
                    Period.

                    GUARANTEED PERIOD: The period for which interest, at either
                    an initial or subsequent Guaranteed Interest Rate, will be
                    credited to any amounts which an Owner allocates to a Fixed
                    Account Sub-Account. In most states in which these Contracts
                    are issued, this period may be one, three, five, seven or
                    ten years, as elected by the Owner.

                    GUARANTEED PERIOD AMOUNT: Any portion of a Purchaser's
                    Annuity Account Value allocated to a specific Guaranteed
                    Period with a specified Expiration Date (including credited
                    interest thereon).

                    INDEX RATE: An index rate based on the Treasury Constant
                    Maturity Series published by the Federal Reserve Board.

   
                    IN WRITING: In a written form satisfactory to the Company
                    and received by the Company at its Variable Products Service
                    Center.
    

                    NON-QUALIFIED CONTRACTS: A Contract used in connection with
                    a retirement plan which does not receive favorable federal
                    income tax treatment under Code Section 401, 403, 408, or
                    457. The owner of a Non-Qualified Contract must be a natural
                    person or an agent for a natural person in order for the
                    Contract to receive favorable income tax treatment as an
                    annuity.

   
                    OWNER: The person(s) initially designated in the application
                    or otherwise, unless later changed, as having all ownership
                    rights under the Contract; is the Certificate Owner under a
                    group contract.
    

                    PAYEE: A recipient of payments under the Contract. The term
                    includes an Annuitant, a Beneficiary who becomes entitled to
                    benefits upon the death of the Annuitant, and the Owner's
                    estate.

                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. Premium Payment includes the initial Premium
                    Payment and subsequent Premium Payments.

4
<PAGE>
   
                    QUALIFIED CONTRACT: A Contract used in connection with a
                    retirement plan which receives favorable federal income tax
                    treatment under Code Section 401, 403, 408 or 457.
    

                    SHARES: Shares of a Fund.

                    SUB-ACCOUNT: That portion of the Fixed Account associated
                    with specific Guaranteed Period(s) and Guaranteed Interest
                    Rate(s) and that portion of the Variable Account which
                    invests in shares of a specific Fund.

                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, market value adjustment,
                    contract fees, or premium tax equivalents) is paid to the
                    Owner. After a full surrender, all of the Owner's rights
                    under the Contract are terminated. In this prospectus, the
                    terms "surrender" and "withdrawal" are used interchangeably.

                    SURRENDER DATE: The date the Company processes the Owner's
                    election to surrender the Contract.

                    VALUATION DATE: Every day on which Accumulation Units are
                    valued, which is each day on which the New York Stock
                    Exchange ("NYSE") is open for business, except any day on
                    which trading on the NYSE is restricted, or on which an
                    emergency exists, as determined by the Securities and
                    Exchange Commission ("Commission"), so that valuation or
                    disposal of securities is not practicable.

                    VALUATION PERIOD: The period of time beginning on the day
                    following the Valuation Date and ending on the next
                    Valuation Date. A Valuation Period may be more than one day
                    in length.

                    VARIABLE ACCOUNT: CG Variable Annuity Separate Account II, a
                    separate account of the Company under Connecticut law, in
                    which the assets of the Sub-Account(s) funded through shares
                    of one or more of the Funds are maintained. Assets of the
                    Variable Account attributable to the Contracts are not
                    chargeable with the general liabilities of the Company.

                    VARIABLE ACCUMULATION UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Accumulation Period.

                    VARIABLE ANNUITY UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Annuity Period, to
                    determine the amount of each variable annuity payment.

   
                    VARIABLE PRODUCTS SERVICE CENTER: The office of the Company
                    to which Premium Payments should be sent, notices given and
                    any customer service requests made. Mailing address: CIGNA
                    Individual Insurance, Variable Products Service Center,
                    Routing S-249, Hartford, CT 06152-2249.
    

                                                                               5
<PAGE>
HIGHLIGHTS

   
                    Premium Payments attributable to the variable portion of the
                    Contracts will be allocated to a segregated asset account of
                    Connecticut General Life Insurance Company (the "Company")
                    which has been designated CG Variable Annuity Separate
                    Account II (the "Variable Account"). The Variable Account
                    invests in shares of one or more of the Funds available to
                    fund the Contract as selected by the Owner. Owners bear the
                    investment risk for all amounts allocated to the Variable
                    Account. Inquiries about the Contracts may be made to the
                    Company's Variable Products Service Center.
    

   
                    The Contract may be returned within 10 days after it is
                    received. It can be mailed or delivered to either the
                    Company or the agent who sold it. Return of the Contract by
                    mail is effective on being postmarked, properly addressed
                    and postage prepaid. The Company will promptly refund the
                    Contract Value. This may be more or less than the Premium
                    Payment. The Company has the right to allocate initial
                    Premium Payments to the Money Market Sub-Account until the
                    expiration of the right-to-examine period. If the Company
                    does so allocate an initial Premium Payment, it will refund
                    the greater of the Premium Payment, less any partial
                    surrenders, or the Contract Value. It is the Company's
                    current practice to directly allocate the initial Premium
                    Payment to the Fund(s) designated in the application.
    

                    A Contingent Deferred Sales Charge (sales load) may be
                    deducted in the event of a full surrender or partial
                    withdrawal. The Contingent Deferred Sales Charge is imposed
                    on Premium Payments within seven (7) years after their being
                    made. Owners may, not more frequently than once each
                    Contract Year, make a withdrawal of up to fifteen percent
                    (15%) of Premium Payments made, or any remaining portion
                    thereof, ("the Fifteen Percent Free") without incurring a
                    Contingent Deferred Sales Charge. The Contingent Deferred
                    Sales Charge will vary in amount, depending upon the
                    Contract Year in which the Premium Payment being surrendered
                    or withdrawn was made. For purposes of determining the
                    applicability of the Contingent Deferred Sales Charge,
                    surrenders and withdrawals are deemed to be on a first-in,
                    first-out basis.

                    The Contingent Deferred Sales Charge is found in the fee
                    table (See "Charges and Deductions -- Deduction for
                    Contingent Deferred Sales Charge (Sales Load)"). The maximum
                    Contingent Deferred Sales Charge is 7% of Premium Payments.
                    There may also be a Market Value Adjustment on the Fixed
                    Account portion of the Contract.

   
                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.20% of the average daily net assets
                    of the Variable Account. This Charge compensates the Company
                    for assuming the mortality and expense risks under the
                    Contract (See "Charges and Deductions -- Deduction for
                    Mortality and Expense Risk Charge").
    

                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.10% of the average daily net assets of
                    the Variable Account (See "Charges and Deductions --
                    Deduction for Administrative Expense Charge").

   
                    There is an annual Annuity Account Fee of $30 unless the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year (See "Charges and Deductions --
                    Deduction for Annuity Account Fee").
    

6
<PAGE>

   
                    Premium tax equivalents or other taxes payable to a state or
                    other governmental entity will be charged against Annuity
                    Account Value (See "Charges and Deductions -- Deduction for
                    Premium Taxes").
    

                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Owner transfers Annuity Account Values
                    from one Sub-Account to another (See "Charges and Deductions
                    -- Deduction for Transfer Fee").

                    There is a ten percent (10%) federal income tax penalty
                    applied to the income portion of any premature distribution
                    from Non-Qualified Contracts. However, the penalty is not
                    imposed on amounts distributed:

                    (a) after the Payee reaches age 59 1/2; (b) after the death
                    of the Owner (or, if the Owner is not a natural person, the
                    Annuitant); (c) if the Payee is totally disabled (for this
                    purpose, disability is as defined in Section 72(m)(7) of the
                    Code); (d) in a series of substantially equal periodic
                    payments made not less frequently than annually for the life
                    (or life expectancy) of the Payee or for the joint lives (or
                    joint life expectancies) of the Payee and his or her
                    beneficiary; (e) under an immediate annuity; or (f) which
                    are allocable to Premium Payments made prior to August 14,
                    1982. For federal income tax purposes, distributions are
                    deemed to be on a last-in, first-out basis. Different tax
                    withdrawal penalties and restrictions apply to Qualified
                    Contracts issued pursuant to plans qualified under Code
                    Section 401, 403(b), 408 or 457. (See "Tax Status -- Tax
                    Treatment of Withdrawals -- Qualified Contracts.") For a
                    further discussion of the taxation of the Contracts, see
                    "Tax Status."

                    MARKET VALUE ADJUSTMENT. In certain situations, a surrender
                    or transfer of amounts from the Fixed Account will be
                    subject to a Market Value Adjustment. The Market Value
                    Adjustment will reflect the relationship between a rate
                    based on an index published by the Federal Reserve Board as
                    to current yields on U.S. government securities of various
                    maturities at the time a surrender or transfer is made
                    ("Index Rate"), and the Index Rate at the time that the
                    Premium Payments being surrendered or transferred were made.
                    Generally, if the Index Rate at the time of surrender or
                    transfer is lower than the Index Rate at the time the
                    Premium Payment was allocated, then the application of the
                    Market Value Adjustment will result in a higher payment upon
                    surrender or transfer. Similarly, if the Index Rate at the
                    time of surrender or transfer is higher than the Index Rate
                    at the time the Premium Payment was allocated, the
                    application of the Market Value Adjustment will generally
                    result in a lower payment upon surrender or transfer. The
                    Market Value Adjustment may also apply to Death Benefit
                    payments but only if it would increase the Death Benefit. It
                    is not applied against a surrender or transfer taking place
                    at the end of the Guaranteed Period.

                                                                               7
<PAGE>
FEES AND EXPENSES

                    OWNER TRANSACTION FEES

                    Contingent Deferred Sales Charge (as a percentage of Premium
                    Payments):

<TABLE>
<CAPTION>
                           YEARS SINCE
                             PAYMENT        CHARGE
                          -------------     ------
<S>                       <C>            <C>            <C>
                                  0-1             7%
                                  1-2             6%
                                                        An Owner may, not more frequently than once each
                                  2-3             5%    Contract Year, make a withdrawal of up to 15% of Premium
                                  3-4             4%    Payments made, or the remaining portion thereof, without
                                  4-5             3%    incurring a Contingent Deferred Sales Charge.
                                  5-6             2%
                                  6-7             1%
                                   7+             0
</TABLE>

   
<TABLE>
<S>              <C>                   <C>  <C>
                 Transfer Fee........  $10

                 - Not imposed on the first twelve transfers during a Contract Year.
                 Pre-scheduled automatic dollar cost averaging transfers are not
                   counted.
</TABLE>
    

   
<TABLE>
<S>              <C>                   <C>                   <C>
                 Annuity Account       $30 per Contract Year
                 Fee.................

                 - Waived if Annuity Account Value at the end of the Contract Year is $100,000 or
                 more.
</TABLE>
    

   
                    VARIABLE ACCOUNT ANNUAL EXPENSES
    

<TABLE>
<S>                                               <C>          <C>
                     (as a percentage of average account
                     value)
                     Mortality and Expense Risk Charge.......        1.20%
                     Administrative Expense Charge...........        0.10%
                                                                   ---
                     Total Variable Account Annual                   1.30%
                     Expenses................................
</TABLE>

8
<PAGE>
                    FUND ANNUAL EXPENSES (as a percentage of Fund average net
                    assets).

                    The management fees for each Fund are based on a percentage
                    of that Fund's assets under management. The fees below
                    represent the amounts payable to the investment adviser of
                    each of the Funds on an annual basis as of the date of this
                    Prospectus, plus estimated other expenses. See "The Funds"
                    in this Prospectus and the discussion in each Fund's
                    prospectus.

<TABLE>
<CAPTION>
                                                                          MANAGEMENT                       TOTAL ANNUAL
                                                                             FEES       OTHER EXPENSES       EXPENSES
                                                                          -----------   --------------    ---------------
<C>                   <S>                                                 <C>           <C>               <C>
   ALGER AMERICAN     Alger American Growth Portfolio...................         0.75%           0.11%              0.86%
       FUNDS          Alger American Leveraged AllCap Portfolio.........         0.85%           0.94%(1)           1.79%
                                                                                 0.80%           0.17%              0.97%
                      Alger American MidCap Growth Portfolio............
                                                                                 0.85%           0.11%              0.96%
                      Alger American Small Capitalization Portfolio.....
   FIDELITY FUNDS     Asset Manager Portfolio...........................         0.72%           0.08%              0.80%(2)
                                                                                 0.52%           0.06%              0.58%(2)
                      Equity-Income Portfolio...........................
                                                                                 0.46%           0.21%              0.67%
                      Investment Grade Bond Portfolio...................
                                                                                 0.20%           0.07%              0.27%
                      Money Market Portfolio............................
    MFS FUNDS(3)      MFS Total Return Series...........................         0.75%           0.25%(3)           1.00%(3)
                                                                                 0.75%           0.25%(3)           1.00%(3)
                      MFS Utilities Series..............................
                                                                                 0.75%           0.25%(3)           1.00%(3)
                      MFS World Governments Series......................
 NEUBERGER & BERMAN   AMT Balanced Portfolio............................         0.80%           0.17%              0.97%
      FUNDS(4)        AMT Limited Maturity Bond Portfolio...............         0.60%           0.13%              0.73%
                                                                                 0.80%           0.50%              1.30%
                      AMT Partners Portfolio(5).........................
  QUEST FOR VALUE     Quest for Value Global Equity Portfolio...........         0.75%           0.50%              1.25%
      FUNDS(6)        Quest for Value Managed Portfolio.................         0.60%           0.06%              0.66%
                                                                                 0.60%           0.14%              0.74%
                      Quest for Value Small Cap Portfolio...............
<FN>

(1)  Includes 0.75% estimated interest expense attributable to borrowing.
(2)  A portion of the brokerage commissions the Porfolio paid was used to reduce
     its  expenses. Without this  reduction, "Total Annual  Expenses" would have
     been  0.81%  for  Asset  Manager  Portfolio  and  0.60%  for  Equity-Income
     Portfolio.
(3)  The  MFS  Funds'  Adviser has  agreed  to bear,  subject  to reimbursement,
     expenses for each  of the Total  Return Series and  Utilities Series,  such
     that  each  Series' aggregate  operating expense  shall  not exceed,  on an
     annualized basis, 1.00% of the average daily net assets of the Series  from
     November  2, 1994 through December 31, 1998, 1.25% of the average daily net
     assets of the Series  from January 1, 1997  through December 31, 1998,  and
     1.50%  of the average daily  net assets of the  Series from January 1, 1999
     through December 31, 2004;  provided however, that  this obligation may  be
     terminated  or revised at any time. Absent this expense arrangement, "Other
     Expenses"  and  "Total   Annual  Expenses"  would   be  0.62%  and   1.37%,
     respectively,   for  the  Total   Return  Series,  and   0.93%  and  1.58%,
     respectively, for the Utilities Series,  based upon estimated expenses  for
     the Series' current fiscal year. The Adviser has agreed to bear, subject to
     reimbursement,  until December 31, 2004,  expenses of the World Governments
     Series such that  the Series'  aggregate operating expenses  do not  exceed
     1.00%, on an annualized basis, of its average daily net assets. Absent this
     expense  arrangement, "Other Expenses" and  "Total Annual Expenses" for the
     World Governments Series would be 0.63% and 1.38%, respectively.
(4)  Until May 1, 1995, all of these Portfolios had a Distribution Plan ("Plan")
     pursuant to  Rule  12b-1  which  provided  for  the  reimbursement  of  N&B
     Management for certain Trust distribution expenses up to a maximum of 0.25%
     on an annual basis of each Portfolio's average daily net assets. The "Total
     Annual  Expenses" shown here  for each AMT Portfolio  would be increased by
     0.02% if the 12b-1 fees for the months of January through April, 1995  were
     taken into account.
(5)  Other  Expenses, and therefore  Total Annual Expenses,  have been estimated
     and are annualized for the Partners Portfolio.
(6)  The expenses for the Quest for  Value Managed, Small Cap and Global  Equity
     Portfolios  will be voluntarily limited by Quest for Value Advisors so that
     annualized operating fund expenses  do not exceed  0.66%, 0.74%, and  1.25%
     for  the Quest for  Value Managed, Small Cap  and Global Equity Portfolios,
     respectively, through  December  31,  1995.  Moreover,  absent  any  future
     agreement  by Quest Advisors  to limit expenses of  the portfolios of Quest
     for Value  Accumulation  Trust as  delineated  above, Quest  Advisors  will
     reimburse  Quest for  Value Accumulation Trust  for the amount,  if any, by
     which the aggregate ordinary operating  expenses of any portfolio  incurred
     by  Quest for Value Accumulation Trust in any calendar year exceed the most
     restrictive expense limitations (currently 2 1/2% of the first $30  million
     of assets, 2% of the next $70 million of assets and 1 1/2% of the remaining
     average  net  assets) then  in  effect under  any  state securities  law or
     regulation. Without  such expense  limitations, it  is estimated  that  the
     "Management  Fees," "Other Expenses" and "Total Portfolio Annual Expenses",
     incurred for the fiscal  year ended December 31,  1995 are estimated to  be
     .60%, .22% and .82%, respectively for the Managed Portfolio; .60%, .55% and
     1.15%,  respectively for the Small Cap Portfolio and .75%, 6.28% and 7.03%,
     respectively for  the Global  Equity Portfolio.  Variations in  the  actual
     amount  of average assets in any of  these Portfolios during 1995 can cause
     significant variations  in  expenses  expressed as  a  percentage  of  that
     Portfolio's average net assets. It is estimated by Quest management that by
     the  end  of 1995,  the  net assets  of each  of  these Portfolios  will be
     sufficient such that the total annual  expenses of each Portfolio will,  on
     an  annualized  basis, be  approximately equal  to, if  not less  than, the
     voluntary limits.
</TABLE>

                                                                               9
<PAGE>
   
                    The purpose of the foregoing Table on page 9 of this
                    Prospectus is to assist the Owner in understanding the
                    various costs and expenses that a Owner will incur, directly
                    or indirectly. For additional information, see the
                    discussion in each Fund's prospectus. Premium tax
                    equivalents are not reflected in the Table, though they may
                    apply.
    

                    EXAMPLES

                    The Owner would pay the following expenses on a $1,000
                    investment, assuming a 5% annual return on assets, and
                    assuming all Premium Payments are allocated to the Variable
                    Account:

<TABLE>
<CAPTION>
                                                                                 1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                                 ------   -------   -------   --------
<S>                                                                              <C>      <C>       <C>       <C>
                     1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE
                      TIME PERIOD:
                     Alger American Growth Portfolio...........................   $83      $114      $149       $264
                     Alger American Leveraged AllCap Portfolio.................   $92      $142      $194       $353
                     Alger American MidCap Growth Portfolio....................   $84      $118      $154       $275
                     Alger American Small Capitalization Portfolio.............   $84      $117      $154       $274
                     Fidelity VIP Equity-Income Portfolio......................   $80      $106      $134       $235
                     Fidelity VIP Money Market Portfolio.......................   $77      $ 96      $118       $202
                     Fidelity VIP II Asset Manager Portfolio...................   $82      $113      $145       $257
                     Fidelity VIP II Investment Grade Bond Portfolio...........   $81      $109      $139       $244
                     MFS Total Return Series...................................   $84      $119      $156       $278
                     MFS Utilities Series......................................   $84      $119      $156       $278
                     MFS World Governments Series..............................   $84      $119      $156       $278
                     AMT Balanced Portfolio....................................   $84      $118      $154       $275
                     AMT Limited Maturity Bond Portfolio.......................   $82      $110      $142       $250
                     AMT Partners Portfolio....................................   $87      $128      $170       $307
                     Quest For Value Global Equity Portfolio...................   $87      $126      $168       $302
                     Quest For Value Managed Portfolio.........................   $81      $108      $138       $243
                     Quest For Value Small Cap Portfolio.......................   $82      $111      $142       $251
</TABLE>

                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:

<TABLE>
<S>                                                                              <C>      <C>       <C>       <C>
                     Alger American Growth Portfolio...........................   $23      $ 72      $123       $264
                     Alger American Leveraged AllCap Portfolio.................   $33      $ 99      $169       $353
                     Alger American MidCap Growth Portfolio....................   $24      $ 75      $129       $275
                     Alger American Small Capitalization Portfolio.............   $24      $ 75      $128       $274
                     Fidelity VIP Equity-Income Portfolio......................   $21      $ 63      $109       $235
                     Fidelity VIP Money Market Portfolio.......................   $17      $ 54      $ 93       $202
                     Fidelity VIP II Asset Manager Portfolio...................   $23      $ 70      $120       $257
                     Fidelity VIP II Investment Grade Bond Portfolio...........   $21      $ 66      $113       $244
                     MFS Total Return Series...................................   $25      $ 76      $130       $278
                     MFS Utilities Series......................................   $25      $ 76      $130       $278
                     MFS World Governments Series..............................   $25      $ 76      $130       $278
                     AMT Balanced Portfolio....................................   $24      $ 75      $129       $275
                     AMT Limited Maturity Bond Portfolio.......................   $22      $ 68      $116       $250
                     AMT Partners Portfolio....................................   $28      $ 85      $145       $307
                     Quest For Value Global Equity Portfolio...................   $27      $ 84      $142       $302
                     Quest For Value Managed Portfolio.........................   $21      $ 66      $113       $243
                     Quest For Value Small Cap Portfolio.......................   $22      $ 68      $117       $251
</TABLE>

   
                    The preceding tables are intended to assist the Owner in
                    understanding the costs and expenses borne, directly or
                    indirectly, by Premium Payments allocated to the Variable
                    Account. These include the expenses of the Funds, certain of
                    which are subject to expense reimbursement arrangements
                    which may be subject to change. See the Funds' Prospectuses.
                    In addition to the expenses listed above, charges for
                    premium tax equivalents may be applicable.
    

10
<PAGE>
   
                    These examples reflect the annual $30 Annuity Account Fee as
                    an annual charge of .14% of assets, based upon an
                    anticipated average Annuity Account Value of $21,425.
    

                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.

CONDENSED FINANCIAL INFORMATION

                    The Variable Account commenced operations on April 10, 1995.
                    There follows, for each of the seventeen Variable Account
                    Sub-Accounts available under the Contracts, information
                    regarding the changes in the Accumulation Unit values from
                    date of inception through June 30, 1995 and the number of
                    Accumulation Units outstanding at June 30, 1995:

   
<TABLE>
<CAPTION>
                                                                                                   NUMBER OF
                                                                  ACCUMULATION                    ACCUMULATION
                                                                      UNIT        ACCUMULATION       UNITS
                                                                    BEGINNING      UNIT VALUE     OUTSTANDING
                                     SUB-ACCOUNT                      VALUE        AT 6/30/95       6/30/95
                      ------------------------------------------  -------------  ---------------  ------------
<C>                   <S>                                         <C>            <C>              <C>
                      Alger American Growth Portfolio               $   10.00     $   11.442601       4067.836
                      Alger American Leveraged AllCap Portfolio     $   10.00     $   11.578812        800.000
                      Alger American MidCap Growth Portfolio        $   10.00     $   11.617900       1127.158
                      Alger American Small Capitalization
                       Portfolio                                    $   10.00     $   12.044340       1813.474
                      Fidelity VIP II: Asset Manager Portfolio      $   10.00     $   10.304307       4646.172
                      Fidelity VIP II: Investment Grade Bond
                       Portfolio                                       (a)             (a)            (a)
                      Fidelity VIP Equity-Income Portfolio          $   10.00     $   10.586424       1703.253
                      Fidelity VIP Money Market Portfolio           $   10.00     $   10.027347     283643.482
                      MFS Total Return Series                          (a)             (a)            (a)
                      MFS Utilities Series                             (a)             (a)            (a)
                      MFS World Governments Series                     (a)             (a)            (a)
                      AMT Balanced Portfolio                           (a)             (a)            (a)
                      AMT Limited Maturity Bond Portfolio           $   10.00     $   10.176133        898.495
                      AMT Partners Portfolio                        $   10.00     $   10.827175       1561.601
                      Quest for Value Global Equity Portfolio       $   10.00     $   10.894053        250.000
                      Quest for Value Managed Portfolio             $   10.00     $    9.996050      50034.221
                      Quest for Value Small Cap Portfolio           $   10.00     $   10.042829        990.000
<FN>
                      (a) - As of June 30, 1995, no premium payments had yet
                            been allocated to this Sub-Account.
</TABLE>
    

THE COMPANY, THE VARIABLE ACCOUNT AND THE FIXED ACCOUNT

   
                    THE COMPANY. The Company is a stock life insurance company
                    incorporated under the laws of Connecticut by special act of
                    the Connecticut General Assembly in 1865. Its Home Office
                    mailing address is Hartford, Connecticut 06152, Telephone
                    (860) 726-6000. It has obtained authorization to do business
                    in fifty states, the District of Columbia and Puerto Rico.
                    The Company issues group and individual life and health
                    insurance policies and annuities. The Company has various
                    wholly-owned subsidiaries which are generally engaged in the
                    insurance business. The Company is a wholly-owned subsidiary
                    of Connecticut General Corporation, Bloomfield, Connecticut.
                    Connecticut General Corporation is wholly-owned by CIGNA
                    Holdings Inc., Philadelphia, Pennsylvania which is in turn
                    wholly-owned by CIGNA Corporation, Philadelphia,
                    Pennsylvania. Connecticut General Corporation is the holding
                    company of various insurance companies, one of which is
                    Connecticut General Life Insurance Company.
    

                    THE VARIABLE ACCOUNT. The Variable Account was established
                    by the Company as a separate account on January 25, 1994
                    pursuant to a resolution of its Board of Directors. Under
                    Connecticut insurance law, the income, gains or losses of
                    the Variable Account are credited to or charged against the
                    assets of the Variable Account without regard to the other
                    income, gains, or losses of the Company. These assets are
                    held in

                                                                              11
<PAGE>
                    relation to the Contracts described in this Prospectus, to
                    the extent necessary to meet the Company's obligations
                    thereunder. Although that portion of the assets maintained
                    in the Variable Account equal to the reserves and other
                    contract liabilities with respect to the Variable Account
                    will not be charged with any liabilities arising out of any
                    other business conducted by the Company, all obligations
                    arising under the Contracts, including the promise to make
                    annuity payments, are general corporate obligations of the
                    Company.

                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the Investment Company Act of 1940, as amended
                    (the "1940 Act") and meets the definition of a separate
                    account under the federal securities laws. Registration with
                    the Commission does not involve supervision of the
                    management or investment practices or policies of the
                    Variable Account or of the Company by the Commission.

   
                    The assets of the Variable Account are divided into
                    Sub-Accounts. Each Sub-Account invests exclusively in shares
                    of a specific Fund. All amounts allocated to the Variable
                    Account will be used to purchase Fund shares as designated
                    by the Owner at their net asset value. Any and all
                    distributions made by the Fund with respect to the shares
                    held by the Variable Account will be reinvested to purchase
                    additional shares at their net asset value. Deductions from
                    the Variable Account for cash withdrawals, annuity payments,
                    death benefits, annuity account fees, mortality and expense
                    risk charges, administrative expense charges and any
                    applicable taxes will, in effect, be made by redeeming the
                    number of Fund shares at their net asset value equal in
                    total value to the amount to be deducted. The Variable
                    Account will purchase and redeem Fund shares on an aggregate
                    basis and will be fully invested in Fund shares at all
                    times.
    

                    THE FIXED ACCOUNT. THE FIXED ACCOUNT IS MADE UP OF THE
                    GENERAL ASSETS OF THE COMPANY OTHER THAN THOSE ALLOCATED TO
                    ANY SEPARATE ACCOUNT. THE FIXED ACCOUNT IS PART OF THE
                    COMPANY'S GENERAL ACCOUNT. BECAUSE OF APPLICABLE EXEMPTIVE
                    AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT
                    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                    (THE "1933 ACT"), AND NEITHER THE FIXED ACCOUNT NOR THE
                    COMPANY'S GENERAL ACCOUNT HAS BEEN REGISTERED UNDER THE 1940
                    ACT. THEREFORE, NEITHER THE FIXED ACCOUNT NOR ANY INTEREST
                    THEREIN IS GENERALLY SUBJECT TO REGULATION UNDER THE
                    PROVISIONS OF THE 1933 ACT OR THE 1940 ACT. ACCORDINGLY, THE
                    COMPANY HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES
                    AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN
                    THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.

                    The initial Premium Payment and any subsequent Premium
                    Payment(s) will be allocated to Sub-Accounts available in
                    connection with the Fixed Account to the extent elected by
                    the Owner at the time such payment is made. In addition, all
                    or part of the Owner's Annuity Account Value may be
                    transferred among Sub-Accounts available under the Contract
                    as described under "Transfer of Contract Values between
                    Sub-Accounts." Instead of the Owner's assuming all of the
                    investment risk as is the case for Premium Payments
                    allocated to the Variable Account, the Company guarantees it
                    will credit interest of at least 3% per year to amounts
                    allocated to the Fixed Account.

                    Assets supporting amounts allocated to Sub-Accounts within
                    the Fixed Account become part of the Company's general
                    account assets and are available to fund the claims of all
                    creditors of the Company. All of the Company's general
                    account assets will be available to fund benefits under the
                    Contracts. The Owner does not participate in the investment
                    performance of the assets of the Fixed Account or the
                    Company's general account.

                    The Company will invest the assets of the general account in
                    those assets chosen by the Company and allowed by applicable
                    state laws regarding the nature and quality of investments
                    that may be made by life insurance companies and the
                    percentage of their assets that may be committed to any
                    particular type of investment. In general, these

12
<PAGE>
                    laws permit investments, within specified limits and subject
                    to certain qualifications, in federal, state and municipal
                    obligations, corporate bonds, preferred and common stocks,
                    real estate mortgages, real estate and certain other
                    investments.

                    If the Account Value within a Fixed Account Sub-Account is
                    maintained for the duration of the Sub-Account's Guaranteed
                    Period, the Company guarantees that it will credit interest
                    to that amount at the guaranteed rate specified for the
                    Sub-Account which may but need not be more than 3% per year.
                    Any amount withdrawn from the Sub-Account prior to the
                    expiration of the Sub-Account's Guaranteed Period is subject
                    to a Market Value Adjustment (see "Market Value Adjustment")
                    and a Deferred Sales Charge, if applicable. The Company
                    guarantees, however, that a Contract will be credited with
                    interest at a rate of not less than 3% per year, compounded
                    annually, on amounts allocated to any Fixed Account
                    Sub-Account, regardless of any application of the Market
                    Value Adjustment (that is, the Market Value Adjustment will
                    not reduce the amount available for surrender, withdrawal or
                    transfer to an amount less than the initial amount allocated
                    or transferred to the Fixed Account Sub-Account plus
                    interest of 3% per year). The Company reserves the right to
                    defer the payment or transfer of amounts withdrawn from the
                    Fixed Account for a period not to exceed six (6) months from
                    the date a proper request for surrender, withdrawal or
                    transfer is received by the Company.

THE FUNDS

                    Each of the seventeen Sub-Accounts of the Variable Account
                    is invested solely in shares of one of the seventeen Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of six Massachusetts or
                    Delaware business trusts, collectively referred to herein as
                    the "Trusts", each of which is registered as an open-end,
                    diversified management investment company under the 1940
                    Act.

                    The Trusts and their investment advisers and distributors
                    are:

                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;

                        Variable Insurance Products Fund I ("Fidelity Trust I"),
                        and Variable Insurance Products Fund II ("Fidelity Trust
                        II"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;

                        MFS Variable Insurance Trust ("MFS Trust"), managed by
                        Massachusetts Financial Services Company and distributed
                        by MFS Investor Services, Inc., 500 Boylston Street,
                        Boston, MA 02116;

                        Neuberger & Berman Advisers Management Trust ("Neuberger
                        & Berman AMT Trust"), managed and distributed by
                        Neuberger & Berman Management Incorporated, 605 Third
                        Avenue, New York, NY 10158-0006;

                        Quest for Value Accumulation Trust ("Quest for Value
                        Trust"), managed by Quest for Value Advisors and
                        distributed by Quest for Value Distributors, One World
                        Financial Center, New York, NY 10281.

                    Four Funds of ALGER Trust are available under the Contracts:
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.

                                                                              13
<PAGE>
                    Two Funds of FIDELITY Trust I are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                    Portfolio").
                        Money Market Portfolio ("Fidelity Money Market Fund").

                    Two Funds of FIDELITY Trust II are available under the
                    Contracts:
                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity Bond
                    Portfolio").

                    Three Funds of MFS Trust are available under the Contracts:
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.

                    Three Funds of NEUBERGER & BERMAN AMT Trust are available
                    under the Contracts:
                        AMT Balanced Portfolio;
                        AMT Limited Maturity Bond Portfolio;
                        AMT Partners Portfolio.

                    Three Funds of QUEST FOR VALUE Trust are available under the
                    Contracts:
                        Quest Global Equity Portfolio;
                        Quest Managed Portfolio;
                        Quest Small Cap Portfolio.

                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at page 9 of this
                    Prospectus.

                    There follows a brief description of the investment
                    objective of each Fund. There can be no assurance that any
                    of the stated investment objectives will be achieved.

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

                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, with the ability to
                    engage in leveraging (up to one-third of assets) and options
                    and futures transactions.

                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, primarily of
                    companies with total market capitalization between $750
                    million and $3.5 billion.

                    ALGER AMERICAN SMALL CAP PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of less than $1 billion.

                    FIDELITY ASSET MANAGER PORTFOLIO: Seeks high total return
                    with reduced risk over the long-term by allocating its
                    assets among domestic and foreign stocks, bonds and short-
                    term fixed-income instruments.

                    FIDELITY BOND PORTFOLIO: Seeks as high a level of current
                    income as is consistent with the preservation of capital by
                    investing in a broad range of investment-grade fixed-income
                    securities, with a dollar-weighted average portfolio
                    maturity of ten years or less.

                    FIDELITY EQUITY-INCOME PORTFOLIO: Seeks reasonable income by
                    investing primarily in income-producing equity securities,
                    with some potential for capital appreciation, seeking to
                    exceed the composite yield on the securities comprising the
                    Standard and Poor's 500 Composite Stock Price Index.

                    FIDELITY MONEY MARKET FUND: Seeks as high a level of current
                    income as is consistent with preserving capital and
                    providing liquidity, through investment in high quality U.S.
                    dollar denominated money market securities of domestic and
                    foreign issuers.

14
<PAGE>
                    MFS TOTAL RETURN SERIES: Seeks primarily to obtain
                    above-average income, (compared to a portfolio entirely
                    invested in equity securities) consistent with the prudent
                    employment of capital, and secondarily to provide a
                    reasonable opportunity for growth of capital and income.

                    MFS UTILITIES SERIES: Seeks capital growth and current
                    income (income above that obtainable from a portfolio
                    invested entirely in equity securities), by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.

                    MFS WORLD GOVERNMENTS SERIES: Seeks not only preservation,
                    but also growth, of capital together with moderate current
                    income through a professionally managed, internationally
                    diversified portfolio consisting primarily of debt
                    securities and to a lesser extent equity securities.

                    AMT BALANCED PORTFOLIO: Seeks long-term capital growth and
                    reasonable current income without undue risk to principal.

                    AMT LIMITED MATURITY BOND PORTFOLIO: Seeks the highest
                    current income consistent with low risk to principal and
                    liquidity; and secondarily, enhanced total return through
                    capital appreciation when market factors, such as falling
                    interest rates and rising bond prices, indicate that capital
                    appreciation may be available without significant risk to
                    principal.

                    AMT PARTNERS PORTFOLIO: Seeks capital growth. Invests
                    primarily in common stocks of established companies, using
                    the value-oriented investment approach. The Portfolio seeks
                    capital growth through an investment approach that is
                    designed to increase capital with reasonable risk. Its
                    investment program seeks securities believed to be
                    undervalued based on strong fundamentals such as low
                    price-to-earnings ratios, consistent cash flow, and support
                    from asset values.

                    QUEST GLOBAL EQUITY PORTFOLIO: Seeks long-term capital
                    appreciation through a global investment strategy primarily
                    involving equity securities.

                    QUEST MANAGED PORTFOLIO: Seeks growth of capital over time
                    through investment in a portfolio of common stocks, bonds
                    and cash equivalents, the percentage of which will vary
                    based on management's assessments of relative investment
                    values.

                    QUEST SMALL CAP PORTFOLIO: Seeks capital appreciation
                    through investments in a diversified portfolio of equity
                    securities of companies with market capitalizations of under
                    $1 billion.

                    The AMT Partners Portfolio, Fidelity Equity-Income
                    Portfolio, Fidelity Asset Manager Portfolio, MFS Total
                    Return Series, MFS Utilities Series, MFS World Government
                    Series, Quest for Value Global Equity Portfolio, Quest for
                    Value Managed Portfolio, and the Quest for Value Small Cap
                    Portfolio funds may invest in non-investment grade, high
                    yield, high-risk debt securities (commonly referred to as
                    "junk bonds"), as detailed in the individual fund
                    prospectuses.

                    GENERAL

                    There is no assurance that the investment objective of any
                    of the Funds will be met. Owners bear the complete
                    investment risk for Annuity Account Values allocated to a
                    Variable Account Sub-Account. Each such Sub-Account involves
                    inherent investment risk, and such risk varies significantly
                    among the Sub-Accounts. Owners should read each Fund's
                    prospectus carefully and understand the Funds' relative
                    degrees of risk before making or changing investment
                    choices. Additional Funds may, from time to time, be made
                    available as investments to underlie the Contracts. However,
                    the right to make such selections will be limited by the
                    terms and conditions imposed on such transactions by the
                    Company (See "Premium Payments and Contract Value --
                    Allocation of Premium Payments").

                                                                              15
<PAGE>
                    SUBSTITUTION OF SECURITIES

                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    the Company, further investment in such shares should become
                    inappropriate in view of the purpose of the Contracts, the
                    Company may substitute shares of another Fund. No
                    substitution of securities in any Sub-Account may take place
                    without prior approval of the Commission and under such
                    requirements as it may impose.

                    VOTING RIGHTS

                    In accordance with its view of present applicable law, the
                    Company will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Variable Account. The Company will vote shares for which it
                    has not received instructions, as well as shares
                    attributable to it, in the same proportion as it votes
                    shares for which it has received instructions. The Trusts do
                    not hold regular meetings of shareholders. Shareholder votes
                    take place whenever state law or the 1940 Act so require,
                    for example on certain elections of Boards of Trustees, the
                    initial approval of investment advisory contracts and
                    changes in investment objectives and fundamental investment
                    policies.

                    The number of shares which a person has a right to vote will
                    be determined as of a date to be chosen by the Company not
                    more than sixty (60) days prior to the meeting of the
                    particular Trust. Voting instructions will be solicited by
                    written communication at least fourteen (14) days prior to
                    the meeting.

                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of the Company and
                    other life insurance companies. The Trusts do not foresee
                    any disadvantage to Owners arising out of the fact that
                    shares may be made available to separate accounts which are
                    used in connection with both variable annuity and variable
                    life insurance products. Nevertheless, the Trusts' Boards
                    intend to monitor events in order to identify any material
                    irreconcilable conflicts which may possibly arise and to
                    determine what action, if any, should be taken in response
                    thereto. If such a conflict were to occur, one of the
                    separate accounts might withdraw its investment in a Fund.
                    This might force a Fund to sell portfolio securities at
                    disadvantageous prices.

PREMIUM PAYMENTS AND CONTRACT VALUE

                    PREMIUM PAYMENTS

                    The Contracts may be purchased under a flexible premium
                    payment plan. Premium Payments are payable in the frequency
                    and in the amount selected by the Owner. The initial Premium
                    Payment is due on the Effective Date. It must be at least
                    $2,500 ($2,000 for an Individual Retirement Annuity under
                    Section 408 of the Code). Subsequent Premium Payments must
                    be at least $100. These minimum amounts are not waived for
                    Qualified Plans. The Company reserves the right to decline
                    any application or Premium Payment. A Premium Payment in
                    excess of $1 million requires preapproval by the Company.

                    The Company may, at its sole discretion, waive the minimum
                    payment requirements.

                    The Owner may elect to increase, decrease or change the
                    frequency of Premium Payments.

16
<PAGE>
                    ALLOCATION OF PREMIUM PAYMENTS

                    Premium Payments are allocated to one or more of the
                    appropriate Sub-Accounts within the Variable Account and
                    Fixed Account as selected by the Owner. For each Variable
                    Account Sub-Account, the Premium Payments are converted into
                    Accumulation Units. The number of Accumulation Units
                    credited to the Contract is determined by dividing the
                    Premium Payment allocated to the Sub-Account by the value of
                    the Accumulation Unit for the Sub-Account.

   
                    The Company will allocate the initial Premium Payment
                    directly to the Sub-Account(s) selected by the Owner during
                    the right-to-examine period.
    

                    Transfers do not necessarily affect the allocation
                    instructions for payments. Subsequent payments will be
                    allocated as directed by the Owner; if no direction is
                    given, the allocation will be that which has been most
                    recently directed for payments by the Owner. The Owner may
                    change the allocation of future payments without fee,
                    penalty or other charge upon written notice to the Variable
                    Products Service Center. A change will be effective for
                    payments received on or after receipt of the written notice
                    of change.

                    Not less than 10% of any Premium Payment at the time of any
                    allocation may be allocated to a single Sub-Account, and no
                    allocation can be made which would result in a Variable
                    Account Sub-Account value of less than $500 or a Fixed
                    Account Sub-Account value of less than $2,500.

   
                    For initial Premium Payments, if the application for a
                    Contract is in good order, the Company will apply the
                    Premium Payment to the Variable Account and credit the
                    Contract with Accumulation Units within two business days of
                    receipt at the Accumulation Unit Value for the Valuation
                    Period during which the Premium Payment is accepted.
    

                    If the application for a Contract is not in good order, the
                    Company will attempt to get it in good order or the Company
                    will return the application and the Premium Payment within
                    five business days. The Company will not retain a Premium
                    Payment for more than five business days while processing an
                    incomplete application unless it has been so authorized by
                    the purchaser.

                    For each subsequent Premium Payment, the Company will apply
                    such payment to the Variable Account and credit the Contract
                    with Accumulation Units at the Accumulation Unit Value for
                    the Valuation Period during which each such payment was
                    received in good order.

                    FIXED ACCUMULATION VALUE. The fixed accumulation value of an
                    Annuity Account, if any, for any Valuation Period is equal
                    to the sum of the values of all Fixed Account Sub-Accounts
                    which are part of the Annuity Account for such Valuation
                    Period.

                    GUARANTEED PERIODS. The Owner may elect to allocate Premium
                    Payments to one or more Sub-Accounts within the Fixed
                    Account. Each Sub-Account will maintain a Guaranteed Period
                    with a duration of one, three, five, seven or ten years.
                    Every Premium Payment allocated to a Fixed Account
                    Sub-Account starts a new Sub-Account with its own duration
                    and Guaranteed Interest Rate. The duration of the Guaranteed
                    Period will affect the Guaranteed Interest Rate of the
                    Sub-Account. Initial Premium Payments and subsequent Premium
                    Payments, or portions thereof, and transferred amounts
                    allocated to a Fixed Account Sub-Account, less any amounts
                    subsequently withdrawn, will earn interest at the Guaranteed
                    Interest Rate during the particular Sub-Account's Guaranteed
                    Period unless prematurely withdrawn prior to the end of the
                    Guaranteed Period. Initial Sub-Account Guaranteed Periods
                    begin on the date a Premium Payment is accepted or, in the
                    case of a transfer, on the effective date of the transfer,
                    and end on the date after the number of calendar years in
                    the Sub-Account's Guaranteed Period elected from the date on
                    which the amount was allocated to the Sub-

                                                                              17
<PAGE>
                    Account (the "Expiration Date"). Any portion of Annuity
                    Account Value allocated to a specific Sub-Account with a
                    specified Expiration Date (including interest earned
                    thereon) will be referred to herein as a "Guaranteed Period
                    Amount." Interest will be credited daily at a rate
                    equivalent to the compound annual rate. As a result of
                    renewals and transfers of portions of the Annuity Account
                    Value described under "Transfer of Contract Values between
                    Sub-Accounts" below, which will begin new Sub-Account
                    Guaranteed Periods, amounts allocated to Sub-Accounts of the
                    same duration may have different Expiration Dates. Thus each
                    Guaranteed Period Amount will be treated separately for
                    purposes of determining any applicable Market Value
                    Adjustment (see "Market Value Adjustment").

                    The Company will notify the Owner in writing at least 60
                    days prior to the Expiration Date for any Guaranteed Period
                    Amount. A new Sub-Account Guaranteed Period of the same
                    duration as the previous Sub-Account Guaranteed Period will
                    commence automatically at the end of the previous Guaranteed
                    Period unless the Company receives, following such
                    notification but prior to the end of such Guaranteed Period,
                    a written election by the Owner to transfer the Guaranteed
                    Period Amount to a different Fixed Account Sub-Account or to
                    a Variable Account Sub-Account from among those being
                    offered by the Company at such time. Transfers of any
                    Guaranteed Period Amount which become effective upon the
                    expiration of the applicable Guaranteed Period are not
                    subject to the twelve (or three) transfers per Contract Year
                    limitations or the additional Fixed Sub-Account transfer
                    restrictions (see "Transfer of Contract Values between Sub-
                    Accounts").

                    GUARANTEED INTEREST RATES. The Company periodically will
                    establish an applicable Guaranteed Interest Rate for each of
                    the Sub-Account Guaranteed Periods within the Fixed Account.
                    Current Guaranteed Interest Rates may be changed by the
                    Company frequently or infrequently depending on interest
                    rates on investments available to the Company and other
                    factors as described below, but once established, rates will
                    be guaranteed for the entire duration of the respective
                    Sub-Account's Guaranteed Period. However, any amount
                    withdrawn from the Sub-Account may be subject to any
                    applicable withdrawal charges, Annuity Account Fees, Market
                    Value Adjustment, premium taxes or other fees. Amounts
                    transferred out of a Fixed Account Sub-Account prior to the
                    end of the Guaranteed Period will be subject to the Market
                    Value Adjustment.

                    The Guaranteed Interest Rate will not be less than 3% per
                    year compounded annually, regardless of any application of
                    the Market Value Adjustment. The Company has no specific
                    formula for determining the rate of interest that it will
                    declare as a Guaranteed Interest Rate, as these rates will
                    be reflective of interest rates available on the types of
                    debt instruments in which the Company intends to invest
                    amounts allocated to the Fixed Account (see "The Fixed
                    Account"). In addition, the Company's management may
                    consider other factors in determining Guaranteed Interest
                    Rates for a particular Sub-Account including: regulatory and
                    tax requirements; sales commissions and administrative
                    expenses borne by the Company; general economic trends; and
                    competitive factors. THERE IS NO OBLIGATION TO DECLARE A
                    RATE IN EXCESS OF 3% PER YEAR; THE OWNER ASSUMES THE RISK
                    THAT DECLARED RATES WILL NOT EXCEED 3% PER YEAR. THE COMPANY
                    HAS COMPLETE DISCRETION TO DECLARE ANY RATE, SO LONG AS THAT
                    RATE IS AT LEAST 3% PER YEAR.

                    DOLLAR COST AVERAGING

                    Dollar Cost Averaging is a program which, if elected,
                    enables a Owner to systematically allocate specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Sub-Account to the Contract's other Sub-Accounts at
                    regular intervals. By

18
<PAGE>
                    allocating on a regularly scheduled basis as opposed to
                    allocating the total amount at one particular time, a Owner
                    may be less susceptible to the impact of market
                    fluctuations.

                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account or a One-Year Fixed Sub-Account
                    value of at least $12,000. The minimum amount per month to
                    allocate is $1,000. All Dollar Cost Averaging transfers will
                    be made effective the twentieth of the month (or the next
                    Valuation Date if the twentieth of the month is not a
                    Valuation Date). Election into this program may occur at any
                    time by properly completing the Dollar Cost Averaging
                    election form, returning it to the Company so it is received
                    by the tenth of the month, to be effective that month, and
                    insuring that sufficient value is in the Money Market
                    Sub-Account or the One-Year Fixed Sub-Account. Transfers to
                    the Fixed Account or from other than the One-Year Fixed
                    Sub-Account are not permitted under Dollar Cost Averaging.

                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination in writing and such writing is received by the
                    tenth of the month in order to cancel the transfer scheduled
                    to take effect that month; or (4) the Contract is
                    surrendered.

                    The Dollar Cost Averaging program may not be active
                    following the Annuity Date. There is no current charge for
                    Dollar Cost Averaging but the Company reserves the right to
                    charge for this program. In the event there are additional
                    transfers, the transfer fee may be charged. The Company does
                    not intend to profit from any such charge.

                    CONTRACT VALUE

                    The value of the Contract is the sum of the values
                    attributable to the Contract for each Fixed and Variable
                    Sub-Account. The value of each Variable Sub-Account is
                    determined by multiplying the number of Accumulation Units
                    attributable to the Contract in the Sub-Account by the value
                    of an Accumulation Unit for the Sub-Account.

                    ACCUMULATION UNIT

                    Premium Payments allocated to the Variable Account are
                    converted into Accumulation Units. This is done by dividing
                    each Premium Payment by the value of an Accumulation Unit
                    for the Valuation Period during which the Premium Payment is
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account was or will be set initially at
                    $10. It may increase or decrease from Valuation Period to
                    Valuation Period. The Accumulation Unit value for any later
                    Valuation Period is determined by multiplying the
                    Accumulation Unit Value for that Sub-Account for the
                    preceding Valuation Period by the Net Investment Factor for
                    the current Valuation Period. The Net Investment Factor is
                    calculated as follows:

                    The Net Investment Factor for any Variable Account
                    Sub-Account for any Valuation Period is determined by
                    dividing (a) by (b) and then subtracting (c) from the
                    result, where:
                    (A) Is the net result of:
                       (1)the net asset value (as described in the prospectus
                          for the Fund) of a Fund share held in the Variable
                          Account Sub-Account determined as of the end of the
                          Valuation Period, plus
                       (2)the per share amount of any dividend or other
                          distribution declared by the Fund on the shares held
                          in the Variable Account Sub-Account if the
                          "ex-dividend" date occurs during the Valuation Period,
                          plus or minus

                                                                              19
<PAGE>
                       (3)a per share credit or charge with respect to any taxes
                          paid or reserved for by the Company during the
                          Valuation Period which are determined by the Company
                          to be attributable to the operation of the Variable
                          Account Sub-Account;
                    (B) is the net asset value of a Fund share held in the
                        Variable Account Sub-Account determined as of the end of
                        the preceding Valuation Period; and
                    (C) is the asset charge factor determined by the Company for
                        the Valuation Period to reflect the charges for assuming
                        the mortality and expense risks and for administrative
                        expenses.

                    The asset charge factor for any Valuation Period is equal to
                    the daily asset charge factor multiplied by the number of
                    24-hour periods in the Valuation Period.

CHARGES AND DEDUCTIONS

                    Various charges and deductions are made from Annuity Account
                    Values and the Variable Account. These charges and
                    deductions are:

                    DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

                    Upon a partial withdrawal or full surrender, a Contingent
                    Deferred Sales Charge (sales load) will be calculated and
                    will be deducted from the Annuity Account Value. This Charge
                    reimburses the Company for expenses incurred in connection
                    with the promotion, sale and distribution of the Contracts.
                    The Contingent Deferred Sales Charge applies only to those
                    Premium Payments received within seven (7) years of the date
                    of partial withdrawal or full surrender. In calculating the
                    Contingent Deferred Sales Charge, Premium Payments are
                    allocated to the amount surrendered or withdrawn on a
                    first-in, first-out basis. The amount of the Contingent
                    Deferred Sales Charge is calculated by: (a) allocating
                    Premium Payments to the amount surrendered; (b) multiplying
                    each allocated Premium Payment that has been held under the
                    Contract for the period shown below by the charge shown
                    below:

<TABLE>
<CAPTION>
                               YEARS SINCE
                                 PAYMENT      CHARGE
                              --------------  ------
                              <S>             <C>
                                   0-1            7%
                                   1-2            6%
                                   2-3            5%
                                   3-4            4%
                                   4-5            3%
                                   5-6            2%
                                   6-7            1%
                                    7+            0
</TABLE>

                    and (c) adding the products of each multiplication in (b)
                    above. The charge will not exceed 7% of the Premium
                    Payments. Any applicable negative Market Value Adjustment
                    and Annuity Account Fee will be deducted before application
                    of the Contingent Deferred Sales Charge. The charge is not
                    imposed on any death benefit paid or upon amounts applied to
                    an annuity option.

                    An Owner may, not more frequently than once each Contract
                    Year, make a withdrawal of up to fifteen percent (15%) of
                    Premium Payments, or any remaining portion thereof, without
                    incurring a Contingent Deferred Sales Charge. The earliest
                    Premium Payments remaining in the Contract will be deemed
                    withdrawn first under this Fifteen Percent Free, even if no
                    Contingent Deferred Sales Charge would have been assessed on
                    such a withdrawal. No Contingent Deferred Sales Charge will
                    be deducted from Premium Payments which have been held under
                    the Contract for more than seven (7) Contract Years or as
                    annuity payments. The Company may also eliminate or reduce
                    the Contingent Deferred Sales Charge under the Company
                    procedures then in effect.

20
<PAGE>
                    For a partial withdrawal, unless the Owner designates
                    otherwise, the Contingent Deferred Sales Charge will be
                    deducted proportionately from the Sub-Account(s) from which
                    the withdrawal is to be made by cancelling Accumulation
                    Units from each applicable Sub-Account in the ratio that the
                    value of each Sub-Account bears to the total of the values
                    of the Sub-Accounts from which the partial withdrawal is
                    made. If the value(s) of such Sub-Account(s) are
                    insufficient, the amount payable on the withdrawal will be
                    net of any remaining Contingent Deferred Sales Charges
                    unless the Owner and the Company agree otherwise.
                    Commissions will be paid to broker-dealers who sell the
                    Contracts. Broker-dealers will be paid commissions, up to an
                    amount equal to 6.50% of Premium Payments, for promotional
                    or distribution expenses associated with the marketing of
                    the Contracts. To the extent that the Contingent Deferred
                    Sales Charge is insufficient to cover the actual cost of
                    distribution, 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.

                    DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

                    The Company deducts on each Valuation Date a Mortality and
                    Expense Risk Charge which is equal, on an annual basis, to
                    1.20% of the average daily net assets of the Variable
                    Account (consisting of approximately .70% for mortality
                    risks and approximately .50% for expense risks). The
                    mortality risks assumed by the Company arise from its
                    contractual obligation to make annuity payments after the
                    Annuity Date for the life of the Annuitant in accordance
                    with annuity rates guaranteed in the Contracts. The expense
                    risk assumed by the Company is that all actual expenses
                    involved in administering the Contracts, including Contract
                    maintenance costs, administrative costs, mailing costs, data
                    processing costs, legal fees, accounting fees, filing fees,
                    and the costs of other services may exceed the amount
                    recovered from the Annuity Account Fee and the
                    Administrative Expense Charge.

                    If the Mortality and Expense Risk Charge is insufficient to
                    cover the actual costs, the loss will be borne by the
                    Company. Conversely, if the amount deducted proves more than
                    sufficient, the excess will be a profit to the Company. The
                    Company expects to profit from this charge.

                    The Mortality and Expense Risk Charge is guaranteed by the
                    Company and cannot be increased.

                    DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.10%
                    of the average daily net assets of the Variable Account.
                    This charge is to reimburse the Company for a portion of its
                    expenses in administering the Contracts. This charge is
                    guaranteed by the Company and cannot be increased, and the
                    Company will not derive a profit from this charge.

                    DEDUCTION FOR ANNUITY ACCOUNT FEE

   
                    The Company deducts an annual Annuity Account Fee of $30
                    from the Annuity Account Value on the last Valuation Date of
                    each Contract Year. This charge is to reimburse the Company
                    for a portion of its administrative expenses (see above).
                    Prior to the Annuity Date, this charge is deducted by
                    cancelling Accumulation Units from each applicable
                    Sub-Account in the ratio that the value of each Sub-Account
                    bears to the total Annuity Account Value. When the Contract
                    is annuitized or surrendered for its full Surrender Value on
                    other than a Contract Anniversary, the Annuity Account Fee
                    will be prorated at the time of surrender. On and after the
                    Annuity Date, the Annuity Account Fee will be collected
                    proportionately from the Sub-Account(s) on which the
                    Variable Annuity
    

                                                                              21
<PAGE>
                    payment is based, prorated on a monthly basis and will
                    result in a reduction of the annuity payments. The Annuity
                    Account Fee will be waived for any Contract Year in which
                    the Annuity Account Value equals or exceeds $100,000 as of
                    the last Valuation Date of the Contract Year.

                    DEDUCTION FOR PREMIUM TAX EQUIVALENTS

   
                    Premium tax equivalents or other taxes payable to a state,
                    municipality or other governmental entity will be charged
                    against Annuity Account Value. No premium taxes are
                    currently imposed by the State of New York on the contracts
                    offered hereby. Some states assess premium taxes at the time
                    Premium Payments are made; others assess premium taxes at
                    the time annuity payments begin. The Company will, in its
                    sole discretion, determine when taxes have resulted from:
                    the investment experience of the Variable Account; receipt
                    by the Company of the Premium Payment(s); or commencement of
                    annuity payments. The Company may, at its sole discretion,
                    pay taxes when due and deduct an equivalent amount
                    reflecting investment experience from the Annuity Account
                    Value at a later date. Payment at an earlier date does not
                    waive any right the Company may have to deduct amounts at a
                    later date.
    

                    DEDUCTION FOR INCOME TAXES

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

                    DEDUCTION FOR FUND EXPENSES

                    There are other deductions from, and expenses paid out of,
                    the assets of the Funds which are described in the
                    accompanying Funds' prospectuses.

                    DEDUCTION FOR TRANSFER FEE

   
                    Prior to the Annuity Date, a Owner may transfer all or a
                    part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any transfer
                    fee or charge if there have been no more than twelve
                    transfers made in the Contract Year. For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10 per transfer. Prescheduled
                    automatic dollar cost averaging transfers are not counted
                    toward the twelve transfer limit. The Company reserves the
                    right to charge a fee of up to $10 for each transfer after
                    the Annuity Date. The transfer fee at any given time is
                    guaranteed not to exceed $10, will not be set at a level
                    greater than its cost and will contain no element of profit.
    

OTHER CONTRACT FEATURES

                    OWNERSHIP

                    The Owner has all rights and may receive all benefits under
                    the Contract. The Owner may change the Owner at any time. If
                    the Owner dies, a death benefit will be paid to the
                    Beneficiary upon proof of the Owner's death. If the Owner is
                    a corporation, partnership or other non-natural person, the
                    death benefit is paid upon receipt of due proof of the
                    Annuitant's death. A change of Owner will automatically
                    revoke any prior designation of Owner. A request for change
                    must be: (1) made in writing; and

22
<PAGE>
   
                    (2) received by the Company at its Variable Products Service
                    Center. The change will become effective as of the date the
                    written request is signed. A new designation of Owner will
                    not apply to any payment made or action taken by the Company
                    prior to the time it was received.
    

                    For non-qualified contracts, in accordance with Code Section
                    72(u), a deferred annuity contract held by a corporation or
                    other entity that is not a natural person is not treated as
                    an annuity contract for tax purposes. Income on the contract
                    is treated as ordinary income received by the owner during
                    the taxable year. But in accordance with Code Section 72(u),
                    an annuity contract held by a trust or other entity as agent
                    for a natural person is considered held by a natural person.

                    ASSIGNMENT

                    The Owner may assign the Contract at any time during his or
                    her lifetime. Unless provided otherwise, an assignment will
                    not affect the interest of any previously indicated
                    Beneficiary. The Company will not be bound by any assignment
                    until written notice is received by the Company at its
                    Variable Products Service Center. The Company is not
                    responsible for the validity of any assignment. The Company
                    will not be liable as to any payment or other settlement
                    made by the Company before such assignment has been recorded
                    at the Company's Variable Products Service Center.

                    If the Contract is issued pursuant to a Qualified Plan, it
                    may not be assigned, pledged or otherwise transferred except
                    as may be allowed under applicable law.

                    BENEFICIARY

                    The Beneficiary is named when the Contract is applied for
                    and, unless changed, is entitled to receive any death
                    benefits to be paid. Prior to the Annuity Date, death
                    benefits are paid to the Beneficiary on the death of the
                    Owner.

                    CHANGE OF BENEFICIARY

                    The Owner may change a Beneficiary by filing a written
                    request with the Company at its Variable Products Service
                    Center unless an irrevocable Beneficiary designation was
                    previously filed. After the change is recorded, it will take
                    effect as of the date the request was signed. If the request
                    reaches the Variable Products Service Center after the
                    Annuitant or Owner, as applicable, dies but before any
                    payment is made, the change will be valid. The Company will
                    not be liable for any payment made or action taken before it
                    records the change.

                    ANNUITANT

                    The Annuitant must be a natural person. The maximum age of
                    the Annuitant on the Effective Date is 85 years old. The
                    Annuitant may be changed at any time prior to the Annuity
                    Date. Joint Annuitants are allowed at the time of
                    annuitization only, if the Company chooses to make a joint
                    and survivor annuity payment option available in addition to
                    the options provided in the Contract. The Annuitant has no
                    rights or privileges prior to the Annuity Date. When an
                    Annuity Option is elected, the amount payable as of the
                    Annuity Date is based on the age and gender classification
                    (in accordance with state law) of the Annuitant, as well as
                    the Option selected and the Annuity Account Value.

                                                                              23
<PAGE>
                    TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS

   
                    Prior to the Annuity Date, the Owner may transfer all or
                    part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
                    charge if there have been no more than twelve transfers made
                    in the Contract Year. For additional transfers, the Company
                    reserves the right to deduct a transfer fee of up to $10
                    (See "Charges and Deductions -- Deduction for Transfer
                    Fee"). This Contract is not designed for professional market
                    timing organizations or other entities using programmed and
                    frequent transfers.
    

                    After the Annuity Date, provided a variable annuity option
                    was selected, the Owner may make up to three transfers
                    between Variable Sub-Accounts in any Contract Year.

                    All transfers are subject to the following:
                    A. The deduction of any transfer fee that may be imposed.
                       The transfer fee will be deducted from the amount which
                       is transferred if the entire amount in the Sub-Account is
                       being transferred, otherwise from the Sub-Account from
                       which the transfer is made.
                    B. The minimum amount which may be transferred is the lesser
                       of (i) $2,500 per Fixed Account Sub-Account or $500 per
                       Variable Account Sub-Account; or (ii) the Owner's entire
                       interest in the Sub-Account.
                    C. No partial transfer will be made if the Owner's remaining
                       Contract Value in the Sub-Account will be less than $500.
                    D. Transfers will be effected during the Valuation Period
                       next following receipt by the Company of a written
                       transfer request (or by telephone, if authorized)
                       containing all required information. However, no transfer
                       may be made effective within seven calendar days of the
                       date on which the first annuity payment is due. Transfers
                       may not be permitted during the right-to-examine period.
                    E. Any transfer request must clearly specify the amount
                       which is to be transferred and the Sub-Accounts which are
                       to be affected.
                    F. Transfers of all or a portion of any Fixed Account
                       Sub-Account values are subject to any applicable Market
                       Value Adjustment;
                    G. The Company reserves the right to defer transfers from
                       any Fixed Account Sub-Account for up to six months after
                       date of receipt of the transfer request;
                    H. Transfers involving the Variable Account Sub-Accounts are
                       subject to such restrictions as may be imposed by the
                       Funds;
                    I. The Company reserves the right at any time and without
                       prior notice to any party to terminate, suspend or modify
                       the transfer privileges described above.
                    J. After the Annuity Date, transfers may not take place
                       between a Fixed Annuity Option and a Variable Annuity
                       Option.

                    PROCEDURES FOR TELEPHONE TRANSFERS

                    Owners may effect telephone transfers in two ways. All
                    Owners may directly contact a service representative. Owners
                    may in the future also request access to an electronic
                    service known as a Voice Response Unit (VRU). The VRU will
                    permit the transfer of monies among the Sub-Accounts and
                    changes in the allocation of future payments. All Owners who
                    do not wish to have the right to conduct telephone transfers
                    must so indicate on the Contract application by checking the
                    appropriate box.

                    The Company will undertake reasonable procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for his or her social security number
                    and Contract number. All calls will be recorded. A Personal
                    Identification Number (PIN) will be assigned to all Owners
                    who select VRU access. The PIN is selected by and known only
                    to the Owner. Proper entry of the PIN is required before any
                    transactions will be allowed

24
<PAGE>
                    through VRU. Furthermore, all transactions performed over
                    the VRU, as well as with a service representative, will be
                    confirmed by the Company through a written letter. Moreover,
                    all VRU transactions will be assigned a unique confirmation
                    number which will become part of the Contract's history. The
                    Company is not liable for any loss, cost or expense for
                    action on telephone instructions which are believed to be
                    genuine in accordance with these procedures.

                    SURRENDERS AND PARTIAL WITHDRAWALS

                    While the Contract is in force and before the Annuity Date,
                    the Company will, upon written request to the Company by the
                    Owner, allow the surrender or Partial Withdrawal of all or a
                    portion of the Contract for its Surrender Value. Such
                    request may also be made by telephone if telephone transfers
                    have been previously authorized in writing. Surrenders or
                    Partial Withdrawals will result in the cancellation of
                    Accumulation Units from each applicable Sub-Account in the
                    ratio that the value of each Sub-Account bears to the total
                    Annuity Account Value, unless the Owner specifies in writing
                    in advance which units are to be cancelled. The Company will
                    pay the amount of any surrender or Partial Withdrawal within
                    seven (7) days of receipt of a valid request, unless the
                    "Delay of Payments" provision is in effect (See "Delay of
                    Payments and Transfers").

                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawal from Contracts (See
                    "Tax Status"). Owners should consult their own tax counsel
                    or other tax adviser regarding any surrenders and partial
                    withdrawals.

                    The Surrender Value is the Annuity Account Value for the
                    Valuation Period next following the Valuation Period during
                    which the written request to the Company for surrender is
                    received, reduced, in the case of full surrender, by the sum
                    of:
                    A. any applicable premium tax equivalents not previously
                       deducted;
                    B. any applicable Annuity Account Fee;
                    C. any applicable Contingent Deferred Sales Charge; and
   
                    D. any applicable accrued charges for partial withdrawals by
                       A and C above.
    

                    DELAY OF PAYMENTS AND TRANSFERS

                    The Company reserves the right to suspend or postpone
                    payments or transfers for any period when:
                    1. the New York Stock Exchange is closed (other than
                       customary weekend and holiday closings);
                    2. trading on the New York Stock Exchange is restricted;
                    3. an emergency exists as a result of which disposal of
                       securities held in the Variable Account is not reasonably
                       practicable or it is not reasonably practicable to
                       determine the value of the Variable Account's net assets;
                       or
                    4. during any other period when the Commission, by order, so
                       permits for the protection of Owners.

                    The applicable rules and regulations of the Commission will
                    govern as to whether the conditions described in 2. and 3.
                    exist.

                    The Company reserves the right to defer the payment or
                    transfer of amounts withdrawn from any Fixed Account
                    Sub-Account for a period not to exceed six months from the
                    date written request for such withdrawal or transfer is
                    received by the Company. If payment or transfer is deferred
                    beyond thirty (30) days, the Company will pay interest of
                    not less than 3% per year on amounts so deferred.

                    In addition, payment of the amount of any withdrawal
                    derived, all or in part, from any Premium Payment paid to
                    the Company by check or draft may be postponed until the
                    Company determines the check or draft has been honored.

                                                                              25
<PAGE>
                    MARKET VALUE ADJUSTMENT

                    Any surrender or transfer of a Fixed Account Guaranteed
                    Period Amount, other than a surrender or transfer pursuant
                    to an election which becomes effective upon the Expiration
                    Date of the Guaranteed Period, will be subject to a Market
                    Value Adjustment ("MVA"). The MVA will be applied to the
                    amount being surrendered or transferred after deduction of
                    any applicable Annuity Account Fee and before deduction of
                    any applicable surrender charge.

                    The MVA generally reflects the relationship between the
                    Index Rate (based upon the Treasury Constant Maturity Series
                    published by the Federal Reserve) in effect at the time a
                    Premium Payment is allocated to a Sub-Account's Guaranteed
                    Period under the Contract and the Index Rate in effect at
                    the time of the Premium Payment's surrender or transfer. It
                    also reflects the time remaining in the Sub-Account's
                    Guaranteed Period. Generally, if the Index Rate at the time
                    of surrender or transfer is lower than the Index Rate at the
                    time the Premium Payment was allocated, then the application
                    of the MVA will result in a higher payment upon surrender or
                    transfer. Similarly, if the Index Rate at the time of
                    surrender or transfer is higher than the Index Rate at the
                    time the Premium Payment was allocated, the application of
                    the MVA will generally result in a lower payment upon
                    surrender or transfer.

                    The MVA is computed by applying the following formula:

                                               (1+A)N
                                               (1+B)N

                    where:

                    A = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the beginning of the Guaranteed
                    Period.

   
                    B = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the time of surrender or transfer,
                    plus a 0.25% adjustment. If Index Rates "A" and "B" are
                    within .25% of each other when the index rate factor is
                    determined, no such percentage adjustment to "B" will be
                    made, unless otherwise required by state law. This
                    adjustment builds into the formula a factor representing
                    direct and indirect costs to the Company associated with
                    liquidating general account assets in order to satisfy
                    surrender requests. This adjustment of 0.25% has been added
                    to the denominator of the formula because it is anticipated
                    that a substantial portion of applicable general account
                    portfolio assets will be in relatively illiquid securities.
                    Thus, in addition to direct transaction costs, if such
                    securities must be sold (E.G., because of surrenders), the
                    market price may be lower. Accordingly, even if interest
                    rates decline, there will not be a positive adjustment until
                    this factor is overcome, and then any adjustment will be
                    lower than otherwise, to compensate for this factor.
                    Similarly, if interest rates rise, any negative adjustment
                    will be greater than otherwise, to compensate for this
                    factor. If interest rates stay the same, this factor will
                    result in a small but negative Market Value Adjustment.
    

                    N = The number of years remaining in the Guaranteed Period
                    (E.G. 1 year and 73 days = 1 + (73 divided by 365) = 1.2
                    years)

                    See the Statement of Additional information for examples of
                    the application of the Market Value Adjustment.

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<PAGE>
                    DEATH OF THE OWNER BEFORE THE ANNUITY DATE

   
                    In the event of death of the Owner (or the Annuitant, if the
                    Owner is a non-natural person) prior to the Annuity Date, a
                    death benefit is payable to the Beneficiary designated by
                    the Owner. The value of the death benefit will be determined
                    as of the Valuation Period next following the date both due
                    proof of death (a certified copy of the Death Certificate)
                    and a payment election are received by the Company. The
                    value of the death benefit is equal to the greater of (a)
                    Premium Payments made, less partial withdrawals or (b) the
                    Annuity Account Value. The Beneficiary may, at any time
                    before the end of the sixty (60) day period immediately
                    following receipt of due proof of death by the Company,
                    elect the death benefit to be paid as follows:
    
                    1. the payment of the entire death benefit within five years
                       of the date of the death of the Owner or Annuitant,
                       whichever is applicable; or
                    2. payment over the lifetime of the designated Beneficiary
                       or over a period not extending beyond the life expectancy
                       of the Beneficiary, with distribution beginning within
                       one year of the date of death of the Owner or Annuitant,
                       whichever is applicable (see "Annuity Provisions --
                       Annuity Options"); or
                    3. payment in accordance with one of the settlement options
                       under the Contract (see "Annuity Provisions -- Annuity
                       Options"); or
                    4. if the designated Beneficiary is the Owner's spouse,
                       he/she can continue the Contract in his/her own name.

   
                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub Account invest(s).
    

                    If no payment option is elected, a single sum settlement
                    will be made by the Company within seven (7) days of the end
                    of the sixty (60) day period following receipt of due proof
                    of death of the Owner or Annuitant as applicable.

                    If the Owner is a non-natural person, then for purposes of
                    the death benefit, the Annuitant shall be treated as the
                    Owner.

                    DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE

                    If the Annuitant dies prior to the Annuity Date and the
                    Annuitant is different from the Owner, the Owner, if a
                    natural person, may designate a new Annuitant. Unless and
                    until one is designated, the Owner will be the Annuitant. If
                    the Owner is not a natural person, then the death benefit is
                    paid on the Annuitant's death.

                    DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE

                    If the Annuitant dies after the Annuity Date, the death
                    benefit, if any, will be as specified in the Annuity Option
                    elected. The Company will require due proof of the
                    Annuitant's death. Death benefits will be paid at least as
                    rapidly as under the method of distribution in effect at the
                    Annuitant's death.

                    CHANGE IN OPERATION OF VARIABLE ACCOUNT

                    At the Company's election and if deemed in the best
                    interests of persons having voting rights under the
                    Contracts, the Variable Account may be operated as a
                    management company under the 1940 Act or any other form
                    permitted by law; de-registered under the 1940 Act in the
                    event registration is no longer required (deregistration of
                    the Variable Account requires an order by the Commission);
                    or combined with one or more other separate accounts. To the
                    extent permitted by applicable law, the Company also may

                                                                              27
<PAGE>
                    transfer the assets of the Variable Account associated with
                    the Contracts to another account or accounts. In the event
                    of any change in the operation of the Variable Account
                    pursuant to this provision, the Company may make appropriate
                    endorsement to the Contracts to reflect the change and take
                    such other action as may be necessary and appropriate to
                    effect the change.

                    MODIFICATION

                    Upon notice to the Owner (or the Payee(s) during the Annuity
                    Period), the Contracts may be modified by the Company if
                    such modification: (i) is necessary to make the Contracts or
                    the Variable Account comply with, or take advantage of, any
                    law or regulation issued by a governmental agency to which
                    the Company or the Variable Account is subject; or (ii) is
                    necessary to attempt to assure continued qualification of
                    the Contracts under the Code or other federal or state laws
                    relating to retirement annuities or annuity contracts; or
                    (iii) is necessary to reflect a change in the operation of
                    the Variable Account or its Sub-Account(s) (See "Change in
                    Operation of Variable Account"); or (iv) provides additional
                    Variable Account and/or fixed accumulation options. In the
                    event of any such modification, the Company may make
                    appropriate endorsement to the Contracts to reflect such
                    modification.

                    In addition, upon notice to the Owner, the Contracts may be
                    modified by the Company to change the withdrawal charges,
                    Annuity Account Fees, mortality and expense risk charges,
                    administrative expense charges, the tables used in
                    determining the amount of the first monthly fixed annuity
                    payment, and the formula used to calculate the Market Value
                    Adjustment, provided that such modification shall apply only
                    to Contracts established after the effective date of such
                    modification. In order to exercise its modification rights
                    in these particular instances, the Company must notify the
                    Owner of such modification in writing. All of the charges
                    and the annuity tables which are provided in the Contracts
                    prior to any such modification will remain in effect
                    permanently, unless improved by the Company, with respect to
                    Contracts established prior to the effective date of such
                    modification.

                    DISCONTINUANCE

                    The Company reserves the right to limit or discontinue the
                    offer and issuance of new Contracts. Such limitation or
                    discontinuance shall have no effect on rights or benefits
                    with respect to any Contracts issued prior to the effective
                    date of such limitation or discontinuance.

ANNUITY PROVISIONS

                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

                    The Owner selects an Annuity Date at the time of
                    application. The Owner may, upon at least thirty (30) days
                    prior written notice to the Company, at any time prior to
                    the Annuity Date, change the Annuity Date. The Annuity Date
                    must always be the first day of a calendar month. The
                    Annuity Date may not be later than the month following the
                    Annuitant's 90th birthday.

                    The Owner may, upon at least (30) days prior written notice
                    to the Company, at any time prior to the Annuity Date,
                    select and/or change the Annuity Option.

                    ANNUITY OPTIONS

                    Instead of having the proceeds paid in one sum, the Owner
                    may select one of the Annuity Options. These may be on a
                    fixed or variable basis, or a combination thereof. The
                    Annuity Option must be selected at least 30 days prior to
                    the Annuity Date. The

28
<PAGE>
                    Company may, at the time of election of an Annuity Option,
                    offer more favorable rates in lieu of those guaranteed. The
                    Company also may make available other settlement options.
                    The Company uses sex distinct or unisex annuity rate tables
                    when determining appropriate annuity payments.

                    FIXED OPTIONS

                    Under a fixed option, once the selection has been made and
                    payments have begun, the amount of the payments will not
                    vary. The fixed options currently available are:

                    FIRST OPTION -- LIFE ANNUITY. The Company will make equal
                    monthly payments during the life of the Annuitant, ceasing
                    with the last payment due prior to the death of the
                    Annuitant. Under this option, it is possible only one
                    monthly annuity payment would be made, if the Annuitant died
                    before the second monthly annuity payment was due.

                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. The
                    Company will make equal monthly payments during the life of
                    the Annuitant, but at least for the minimum period shown in
                    the annuity tables contained in the Contract. The amount of
                    each monthly payment per $1,000 of proceeds is based on the
                    age and gender classification (in accordance with state law)
                    of the Annuitant when the first payment is made and on the
                    minimum period chosen.

                    THIRD OPTION -- LIFE ANNUITY WITH CASH REFUND. The Company
                    will make equal monthly payments during the life of the
                    Annuitant. Upon the death of the Annuitant, after payments
                    have started, the Company will pay in one sum any excess of
                    the amount of the proceeds applied under this Option over
                    the total of all payments made under this Option. The amount
                    of each monthly payment per $1,000 of proceeds is based on
                    the age and gender (in accordance with state law) of the
                    Annuitant when the first payment is made.

                    FOURTH OPTION -- ANNUITY CERTAIN. The Company will make
                    equal monthly payments for a number of years selected, not
                    less than five or more than thirty years.

                    VARIABLE OPTIONS

                    The actual dollar amount of variable annuity payments is
                    dependent upon (i) the Annuity Account Value at the time of
                    annuitization, (ii) the annuity table specified in the
                    Contract, (iii) the Annuity Option selected, and (iv) the
                    investment performance of the Sub-Account selected. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time.

                    The dollar amount of the first monthly variable annuity
                    payment is determined by applying the available value (after
                    deduction of any premium tax equivalents not previously
                    deducted) to the table using the age and gender (in
                    accordance with state law) of the Annuitant. The number of
                    Annuity Units is then determined by dividing this dollar
                    amount by the then current Annuity Unit value. Thereafter,
                    the number of Annuity Units remains unchanged during the
                    period of annuity payments. This determination is made
                    separately for each Sub-Account of the Variable Account. The
                    number of Annuity Units is determined for each Sub-Account
                    and is based upon the available value in each Sub-Account as
                    of the date annuity payments are to begin.

                    The dollar amount determined for each Sub-Account will then
                    be aggregated for purposes of making payments.

                    The dollar amount of the second and later variable annuity
                    payments is equal to the number of Annuity Units determined
                    for each Sub-Account times the Annuity Unit value for that
                    Sub-Account as of the due date of the payment. This amount
                    may increase or decrease from month to month.

                                                                              29
<PAGE>
                    The annuity tables contained in the Contract are based on a
                    three percent (3%) assumed net investment rate. If the
                    actual net investment rate exceeds three percent (3%),
                    payments will increase. Conversely, if the actual rate is
                    less than three percent (3%), annuity payments will
                    decrease.

                    The Annuitant 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
                    Sub-Account selected and the amount of each annuity payment
                    will vary accordingly.

   
                    The Annuity Unit Value for a Sub-Account is determined by
                    multiplying the Annuity Unit Value for that Sub-Account for
                    the preceding Valuation Period by the Net Investment Factor
                    for the current Valuation Period (calculated as described on
                    pages 19 and 20 of this Prospectus) and multiplying the
                    result by 0.999919020, the daily factor to neutralize the
                    assumed net investment rate, discussed above, of 3% per
                    annum which is built into the annuity rate table. It may
                    increase or decrease from Valuation Period to Valuation
                    Period.
    

                    The variable options currently available, assuming the
                    Annuity Account Value is at least $1,000 when variable
                    annuity payments commence, are:

                    OPTION I -- VARIABLE LIFE ANNUITY. Monthly annuity payments
                    are paid during the life of an Annuitant, ceasing with the
                    last annuity payment due prior to the Annuitant's death.

                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN
                    PERIOD. Monthly annuity payments are paid during the life of
                    an Annuitant, but at least for the minimum period selected,
                    which may be five, ten, fifteen or twenty years;

                    OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
                    payments are paid for a number of years selected, not less
                    than five or more than thirty years. Under this Option III,
                    the Annuitant may elect at any time during the period that
                    all or a portion of future payments be commuted and paid in
                    a lump sum or applied under Option I or Option II, subject
                    to the Company's rules about minimum payment amounts.

                    After the Annuity Date, the payee may, by written request to
                    the Variable Products Service Center, exchange Annuity Units
                    of one Variable Sub-Account for Annuity Units of equivalent
                    value in another Variable Sub-Account up to three times each
                    Contract Year.

                    EVIDENCE OF SURVIVAL

                    The Company reserves the right to require evidence of the
                    survival of any Payee at the time any payment payable to
                    such Payee is due under the following Annuity Options: Life
                    Annuity (fixed), Life Annuity with Certain Period (fixed),
                    Cash Refund Life Annuity (fixed), Variable Life Annuity, and
                    Variable Life Annuity with Certain Period.

                    ENDORSEMENT OF ANNUITY PAYMENTS

                    The Company will make each annuity payment at its Home
                    Office by check. Each check must be personally endorsed by
                    the Payee or the Company may require that proof of the
                    Annuitant's survival be furnished.

DISTRIBUTION OF THE CONTRACTS

                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Hartford, CT 06152, acts as the
                    principal underwriter and the distributor of the Contracts
                    as well as of variable life insurance policies and other
                    variable annuity contracts issued by the Company. CFA, a
                    registered broker-dealer under the Securities Exchange Act
                    of 1934, is a wholly-owned subsidiary of Connecticut General
                    Corporation. The Contracts are

30
<PAGE>
                    offered on a continuous basis. CFA and the Company may enter
                    into agreements to sell the Contracts through various
                    broker-dealers whose agents are licensed to sell the
                    Contracts.

PERFORMANCE DATA

                    MONEY MARKET SUB-ACCOUNT

                    From time to time, the Money Market Sub-Account may
                    advertise its "yield" and "effective yield." Both yield
                    figures will be based on historical earnings and are not
                    intended to indicate future performance. The "yield" of the
                    Money Market Sub-Account refers to the income generated by
                    Annuity Account Values in the Money Market Sub-Account over
                    a seven-day period (which period will be stated in the
                    advertisement). This income is then "annualized." That is,
                    the amount of income generated by the investment during that
                    week is assumed to be generated each week over a 52-week
                    period and is shown as a percentage of the Annuity Account
                    Values in the Money Market Sub-Account. The "effective
                    yield" is calculated similarly but, when annualized, the
                    income earned by Annuity Account Values in the Money Market
                    Sub-Account is assumed to be reinvested. The "effective
                    yield" will be slightly higher than the "yield" because of
                    the compounding effect of this assumed reinvestment. The
                    computation of the yield calculation includes a deduction
                    for the Mortality and Expense Risk Charge, the
                    Administrative Expense Charge, and the Annuity Account Fee.

                    OTHER VARIABLE ACCOUNT SUB-ACCOUNTS

                    From time to time, the other Variable Account Sub-Accounts
                    may publish their current yields and total returns in
                    advertisements and communications to Owners. The current
                    yield for each Variable Account Sub-Account will be
                    calculated by dividing the annualization of the dividend and
                    interest income earned by the underlying Fund during a
                    recent 30-day period by the maximum Accumulation Unit value
                    at the end of such period. Total return information will
                    include the underlying Fund's average annual compounded rate
                    of return over the most recent four calendar quarters and
                    the period from the underlying Fund's inception of
                    operations, based upon the value of the Accumulation Units
                    acquired through a hypothetical $1,000 investment at the
                    Accumulation Unit value at the beginning of the specified
                    period and upon the value of the Accumulation Unit at the
                    end of such period, assuming reinvestment of all
                    distributions and the deduction of the Mortality and Expense
                    Risk Charge, the Administrative Expense Charge and the
                    Annuity Account Fee. Each Variable Account Sub-Account may
                    also advertise aggregate and average total return
                    information over different periods of time.

                    In each case, the yield and total return figures will
                    reflect all recurring charges against the Variable Account
                    Sub-Account's income, including the deduction for the
                    Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Annuity Account Fee for the
                    applicable time period. Owners should note that the
                    investment results of each Sub-Account will fluctuate over
                    time, and any presentation of a Variable Account
                    Sub-Account's current yield or total return for any prior
                    period should not be considered as a representation of what
                    an investment may earn or what a Owner's yield or total
                    return may be in any future period. See "Historical
                    Performance Data" in the Statement of Additional
                    Information.

                    PERFORMANCE RANKING OR RATING

                    The performance of each or all of the Sub-Accounts of the
                    Variable Account may be compared in its advertising and
                    sales literature to the performance of other variable
                    annuity issuers in general or to the performance of
                    particular types of variable annuities

                                                                              31
<PAGE>
                    investing in mutual funds, or series of mutual funds with
                    investment objectives similar to each of the Sub-Accounts of
                    the Variable Account. Lipper Analytical Services, Inc.
                    ("Lipper") Morningstar Variable Annuity/Life Performance
                    Report of Morningstar, Inc. ("Morningstar") and the Variable
                    Annuity Research and Data Service
                    ("VARDS-Registered Trademark-") are independent services
                    which monitor and rank or rate the performance of variable
                    annuity issuers in each of the major categories of
                    investment objectives on an industry-wide basis.

                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS-Registered Trademark-
                    rankings compare only variable annuity issuers. Morningstar
                    ratings include mutual funds used by both variable life and
                    variable annuity issuers. The performance analyses prepared
                    by Lipper and VARDS-Registered Trademark- rank such issuers
                    on the basis of total return, assuming reinvestment of
                    distributions, but do not take sales charges, redemption
                    fees or certain expense deductions at the separate account
                    level into consideration. In addition,
                    VARDS-Registered Trademark- prepares risk-adjusted rankings,
                    which consider the effects of market risk on total return
                    performance. This type of ranking may address the question
                    as to which funds provide the highest total return with the
                    least amount of risk. Morningstar assigns ratings of zero to
                    five stars to the mutual funds taking into account primarily
                    historical performance and risk factors.

TAX STATUS

                    NOTE: THE FOLLOWING DESCRIPTION IS BASED UPON THE COMPANY'S
                    UNDERSTANDING OF CURRENT FEDERAL INCOME TAX LAW APPLICABLE
                    TO ANNUITIES IN GENERAL. THE COMPANY CANNOT PREDICT THE
                    PROBABILITY THAT ANY CHANGES IN SUCH LAWS WILL BE MADE.
                    OWNERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING
                    THE POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT
                    GUARANTEE THE TAX STATUS OF THE CONTRACTS. OWNERS BEAR THE
                    COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
                    "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.

                    GENERAL

                    Section 72 of the Code governs taxation of annuities in
                    general. An Owner is not taxed on increases in the value of
                    a Contract until distribution occurs, either in the form of
                    a lump sum payment or as annuity payments under the
                    Settlement 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 Non-Qualified Contracts, this
                    cost basis is generally the Premium Payments, while for
                    Qualified Contracts there may be no cost basis. The taxable
                    portion of the lump sum payment is taxed at ordinary income
                    tax rates.

                    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 rates. For certain types of Qualified
                    Plans there may be no cost basis in the Contract within the
                    meaning of Section 72 of the Code. Owners, Annuitants and
                    Beneficiaries under the Contracts should seek competent
                    financial advice about the tax consequences of any
                    distributions.

                    The Company is taxed as a life insurance company under
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from the
                    Company, and its operations form a part of the Company.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Code. The Company does not expect to
                    incur any federal income tax liability with respect to
                    investment income and net capital gains arising from the
                    activities of the Variable Account retained as part of the
                    reserves under the Contract. Based on this expectation, it
                    is anticipated that no charges will be made against the

32
<PAGE>
                    Variable Account for federal income taxes. If, in future
                    years, any federal income taxes or other economic burden are
                    incurred by the Company with respect to the Variable Account
                    or the Contracts, the Company may make a charge for any such
                    amounts that are attributable to the Variable Account.

                    DIVERSIFICATION

                    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 end of each quarter, the underlying assets meet the
                    diversification standards for a regulated investment company
                    and no more than fifty-five percent (55%) of the total
                    assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.

                    Treasury Department regulations (Treas. Reg. 1.817-5)
                    established diversification
                    requirements for the investment portfolios underlying
                    variable contracts such as the Contracts. 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 Code 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 been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."

                    The Company intends, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.

                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the contract (i.e., by being able to
                    transfer values among sub-accounts with only limited
                    restrictions). The issuance of such guidelines may require
                    the Company to impose limitations on a Owner's right to
                    control the investment. It is not known whether any such
                    guidelines would have a retroactive effect.

                    DISTRIBUTION REQUIREMENTS

                    Section 72(s) of the Code requires that in order to be
                    treated as an annuity contract for Federal income tax
                    purposes, any Nonqualified Contract must provide that (a) if
                    any Owner dies on or after the Annuity Date but prior to the
                    time the entire interest in the Contract has been
                    distributed, the remaining portion of such interest will be
                    distributed

                                                                              33
<PAGE>
                    at least as rapidly as under the method of distribution
                    being used when the Owner died; and (b) if any Owner dies
                    prior to the Annuity Date, the entire interest in the
                    Contract will be distributed within five years after such
                    death. These requirements will be considered satisfied as to
                    any portion of the Owner's interest which is payable to or
                    for the benefit of a "designated beneficiary" and which is
                    distributed over the life of such "designated beneficiary"
                    or over a period not extending beyond the life expectancy of
                    that beneficiary, provided that such distributions begin
                    within one year of the Owner's death. The Owner's
                    "designated beneficiary" is the person designated by such
                    Owner as a Beneficiary and to whom ownership of the Contract
                    passes by reason of death and must be a natural person.
                    However, if the Owner's "designated beneficiary" is the
                    surviving spouse of the Owner, the Contract may be continued
                    with the surviving spouse as the new Owner.

                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. The Company intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.

                    MULTIPLE CONTRACTS

                    The Code provides that multiple non-qualified annuity
                    Contracts which are issued during a calendar year to the
                    same 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 combination of
                    Contracts. Owners should consult a tax adviser prior to
                    purchasing more than one nonqualified annuity Contract in
                    any single calendar year.

                    TAX TREATMENT OF ASSIGNMENTS

                    An assignment or pledge of a Contract may be a taxable
                    event. Owners should therefore consult competent tax
                    advisers should they wish to assign their Contracts.

                    WITHHOLDING

                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies the Company of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.

                    SECTION 1035 EXCHANGES

                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.

34
<PAGE>
                    TAX TREATMENT OF WITHDRAWALS --
                    NON-QUALIFIED CONTRACTS

                    Section 72 of the Code governs the treatment of
                    distributions from annuity contracts. It provides that if
                    the Annuity Account Value exceeds the aggregate Premium
                    Payments made, any amount withdrawn 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 includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Owner (or, if the Owner is a non-natural person, the
                    Annuitant); (c) if the Payee is totally disabled (for this
                    purpose disability is as defined in Section 72(m)(7) of the
                    Code); (d) in a series of substantially equal periodic
                    payments made not less frequently than annually for the life
                    (or life expectancy) of the Payee or for the joint lives (or
                    joint life expectancies) of the Payee and his/her
                    beneficiary; (e) under an immediate annuity; or (f) which
                    are allocable to Premium Payments made prior to August 14,
                    1982.

                    The above information does not apply, except where noted, to
                    Qualified Contracts. However, separate tax withdrawal
                    penalties and restrictions may apply to such Qualified
                    Contracts (See "Tax Treatment of Withdrawals -- Qualified
                    Contracts").

                    QUALIFIED PLANS

                    The Contracts offered by this Prospectus are designed to be
                    suitable for use under various types of Qualified Plans.
                    Because of the minimum purchase payment requirements, these
                    Contracts may not be appropriate for some periodic payment
                    retirement plans. Taxation of participants 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 pursuant
                    to the plan. Although the Company provides administration
                    for the Contract, it does not provide administrative support
                    for Qualified Plans. Following are general descriptions of
                    the types of Qualified Plans with which the Contracts may be
                    used. Such descriptions are not exhaustive and are for
                    general informational purposes only. The tax rules regarding
                    Qualified Plans are very complex and will have differing
                    applications, depending on individual facts and
                    circumstances. Each purchaser should obtain competent tax
                    advice prior to purchasing a Contract issued in connection
                    with a Qualified Plan.

                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, the Company makes no
                    attempt to provide more than general information about use
                    of the Contract with the various types of qualified plans.
                    Purchasers and participants under qualified plans as well as
                    Annuitants, Payees and Beneficiaries are cautioned that the
                    rights of any person to any benefits under qualified plans
                    may be subject to the terms and conditions of the plan
                    themselves, regardless of the terms and conditions of the
                    Contract issued in connection therewith.

                                                                              35
<PAGE>
                    SECTION 403(b) PLANS

                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.

                    INDIVIDUAL RETIREMENT ANNUITIES

                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.

                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS

                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.

                    DEFERRED COMPENSATION PLANS

                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.

                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.

36
<PAGE>
                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS

                    Section 72(t) of the Code imposes a 10% penalty tax on the
                    taxable portion of any distribution from qualified
                    retirement plans, including Contracts issued and qualified
                    under Code Sections 401, 403(b), 408 and 457. To the extent
                    amounts are not includable in gross income because they have
                    been properly rolled over to an IRA or to another eligible
                    Qualified Plan, no tax penalty will be imposed. The tax
                    penalty will not apply to the following distributions: (a)
                    if distribution is made on or after the date on which the
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Owner or Annuitant (as applicable) or
                    disability of the Payee (for this purpose disability is as
                    defined in Section 72(m)(7) of the Code); (c) after
                    separation from service, distributions that are part of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or the joint lives (or joint life expectancies)
                    of such Payee and his/her designated beneficiary; (d)
                    distributions to a Payee who has separated from service
                    after attaining age 55; (e) distributions made to the extent
                    such distributions do not exceed the amount allowable as a
                    deduction under Code Section 213 to the Payee for amounts
                    paid during the taxable year for medical care: and (f)
                    distributions made to an alternate payee pursuant to a
                    qualified domestic relations order.

                    The exceptions stated in Items (d), (e) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.

FINANCIAL STATEMENTS

                    Audited financial statements of the Company as of December
                    31, 1994 and 1993 and for each of the three years in the
                    period ended December 31, 1994 are included in the Statement
                    of Additional Information. No financial statements are
                    included for the Variable Account, which did not commence
                    operations until April 10, 1995.

LEGAL PROCEEDINGS

                    There are no legal proceedings to which the Variable
                    Account, the Distributor or the Company is a party except
                    for routine litigation which the Company does not believe is
                    relevant to the Contracts offered by this Prospectus.

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information is available (at no cost) which contains
more details concerning some subjects discussed in this Prospectus. The
following is the Table of Contents for that Statement:
<TABLE>
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
THE CONTRACTS-GENERAL PROVISIONS................           3
  The Contracts.................................           3
  Loans.........................................           3
  Non-Participating Contracts...................           3
  Misstatement of Age...........................           3
  Variable Accumulation Unit Value and
   Variable Accumulation Value..................           3
  Net Investment Factor.........................           4
SAMPLE CALCULATIONS AND TABLES..................           4
  Variable Account Unit Value Calculations......           4
  Withdrawal Charge and Market Value Adjustment
   Tables.......................................           5
STATE REGULATION OF THE COMPANY.................           6

<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
ADMINISTRATION..................................           7
PERIODIC REPORTS................................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           8
  Money Market Sub-Account Yield................           8
  Other Sub-Account Yields......................           8
  Total Returns.................................           9
  Other Performance Data........................          10
LEGAL MATTERS...................................          10
LEGAL PROCEEDINGS...............................          10
EXPERTS.........................................          10
FINANCIAL STATEMENTS............................          10
</TABLE>

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