CG VARIABLE ANNUITY SEPARATE ACCOUNT II, 485APOS, 1996-02-29

CG VARIABLE ANNUITY SEPARATE ACCOUNT II
485APOS, 1996-02-29

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 1996

1933 Act Registration No. 33-83020
1940 Act Registration No. 811-8714
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/

PRE-EFFECTIVE AMENDMENT NO.

POST-EFFECTIVE AMENDMENT NO. 4 /X/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/

AMENDMENT NO. 5 /X/

CG VARIABLE ANNUITY SEPARATE ACCOUNT II
(EXACT NAME OF REGISTRANT)

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)

900 Cottage Grove Road, Hartford, Connecticut 06152
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)

DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE
(860) 726-6000

<TABLE>
<S> <C>
COPY TO:
Robert A. Picarello, Esquire George N. Gingold, Esquire
Connecticut General Life Insurance
Company 197 King Philip Drive
900 Cottage Grove Road West Hartford, CT 06117-1409
Hartford, Connecticut 06152
(NAME AND ADDRESS OF
AGENT FOR SERVICE)
</TABLE>

Approximate date of proposed public offering: Continuous

It is proposed that this filing will become effective:

_________ immediately upon filing pursuant to paragraph (b)
of Rule 485
_______ on September 22, 1995 pursuant to paragraph (b) of
Rule 485
_________ 60 days after filing pursuant to paragraph (a) of
Rule 485
___X___ on May 1, 1996, pursuant to paragraph (a) of Rule
485

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<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 495
SHOWING LOCATION IN PART A (PROSPECTUS) AND
PART B (STATEMENT OF ADDITIONAL INFORMATION)
OF REGISTRATION STATEMENT OF INFORMATION REQUIRED BY FORM N-4
PART A

<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
1. Cover Page...................................... Cover Page
2. Definitions..................................... Definitions
3. Synopsis........................................ Highlights; Fees and Expenses
4. Condensed Financial Information................. Condensed Financial Information
5. General.........................................
(a) Depositor................................... The Company, the Variable Account and the Fixed Account
(b) Registrant.................................. The Company, the Variable Account and the Fixed Account
(c) Portfolio Company........................... The Funds
(d) Fund Prospectus............................. The Funds
(e) Voting Rights............................... The Funds -- Voting Rights
6. Deductions and Expenses
(a) General..................................... Charges and Deductions
(b) Sales Load %................................ Charges and Deductions -- Deduction for Contingent
Deferred Sales Charge (Sales Load)
(c) Special Purchase Plan....................... N/A
(d) Commissions................................. Distribution of the Contracts
(e) Fund Expenses............................... Fees and Expenses -- Fund Annual Expenses
(f) Organizational Expenses..................... N/A
7. Contracts
(a) Persons with Rights......................... Other Contract Features (Ownership, Assignment,
Beneficiary, Change of Beneficiary, Annuitant,
Surrenders, Death of Owner, Death of Annuitant);
Annuity Provisions; Voting Rights
(b) (i) Allocation of Premium Payments.......... Premium Payments and Contract Value -- Allocation of
Premium Payments
(ii) Transfers.................................. Transfer of Contract Values Between Sub-Accounts
(iii) Exchanges................................. N/A
(c) Changes..................................... Modification; Substitution of Securities; Change in
Operation of Variable Account
(d) Inquiries................................... Cover Page; Highlights
8. Annuity Period.................................. Annuity Provisions
9. Death Benefit................................... Death of the Owner; Death of the Annuitant;
10. Purchase and Contract Values
(a) Purchases................................... Premium Payments
(b) Valuation................................... Contract Value; Accumulation Unit;
(c) Daily Calculation........................... Accumulation Unit; Allocation of Premium Payments
(d) Underwriter................................. Distribution of the Contracts
11. Redemptions
(a) By Owners................................... Surrenders
By Annuitant.................................... Annuity Provisions -- Variable Options
(b) Texas ORP................................... N/A
(c) Check Delay................................. Delay of Payments
(d) Lapse....................................... N/A
(e) Free Look................................... Highlights
12. Taxes........................................... Tax Status
13. Legal Proceedings............................... Legal Proceedings
</TABLE>

i
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4 PROSPECTUS CAPTION
- ----------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
14. Table of Contents for the Statement of
Additional Information......................... Table of Contents of the Statement of Additional
Information
</TABLE>

PART B

<TABLE>
<CAPTION>
ITEM OF FORM N-4 STATEMENT OF ADDITIONAL INFORMATION CAPTION
- ----------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
15. Cover Page...................................... Cover Page
16. Table of Contents............................... Table of Contents
17. General Information and History................. a) N/A
b) N/A
c) (Prospectus) The Company, the Variable Account, and
the Fixed Account
18. Services
(a) Fees and Expenses of Registrant............. N/A
(b) Management Contracts........................ N/A
(c) Custodian................................... Custody of Assets
Independent Accountant.......................... Experts
(d) Assets of Registrant........................ N/A
(e) Affiliated Person........................... N/A
(f) Principal Underwriter....................... N/A
19. Purchase of Securities Being Offered............ Distribution of the Contracts
Offering Sales Load............................. Distribution of the Contracts; (Prospectus) Deductions
and Charges -- Deduction for Contingent Deferred Sales
Charge (Sales Load)
20. Underwriters.................................... Distribution of the Contracts; (Prospectus) Distribution
of the Contracts
21. Calculation of Performance Data................. Investment Experience; Historical Performance Data
22. Annuity Payments................................ (Prospectus) Annuity Provisions
23. Financial Statements............................ Financial Statements
</TABLE>

PART C -- OTHER INFORMATION

<TABLE>
<CAPTION>
ITEM OF FORM N-4 PART C CAPTION
- ----------------------------------------------------- --------------------------------------------------------
<C> <S> <C>
24. Financial Statements and Exhibits............... Financial Statements and Exhibits
(a) Financial Statements........................ Financial Statements
(b) Exhibits.................................... Exhibits
25. Directors and Officers of the Depositor......... Directors and Officers of the Depositor
26. Persons Controlled By or Under Common Control
with the Depositor or Registrant............... Persons Controlled By or Under Common Control with the
Depositor or Registrant
27. Number of Owners................................ Number of Owners
28. Indemnification................................. Indemnification
29. Principal Underwriters.......................... Principal Underwriter
30. Location of Accounts and Records................ Location of Accounts and Records
31. Management Services............................. Management Services
32. Undertakings.................................... Undertakings
Signature Page.................................. Signatures
</TABLE>

ii
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PART A. PROSPECTUS
<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>

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FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
- --------------------------------------------------------------------------------

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 May 1, 1996, 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: MAY 1, 1996

<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
DEFINITIONS.................................... 3
HIGHLIGHTS..................................... 6
FEES AND EXPENSES.............................. 8
CONDENSED FINANCIAL INFORMATION................ 11
THE COMPANY AND THE VARIABLE ACCOUNT........... 11
THE FUNDS...................................... 12
General...................................... 14
Substitution of Securities................... 14
Voting Rights................................ 15
PREMIUM PAYMENTS AND
CONTRACT VALUE................................ 15
Premium Payments............................. 15
Allocation of Premium Payments............... 15
Dollar Cost Averaging........................ 16
Automatic Rebalancing........................ 17
Contract Value............................... 17
Accumulation Unit............................ 17
CHARGES AND DEDUCTIONS......................... 18
Deduction for Contingent Deferred Sales
Charge (Sales Load)......................... 18
Deduction for Mortality and Expense Risk
Charge...................................... 19
Deduction for Administrative Expense Charge.. 19
Deduction for Annuity Account Fee............ 20
Deduction for Premium Tax Equivalents........ 20
Deduction for Income Taxes................... 20
Deduction for Fund Expenses.................. 20
Deduction for Transfer Fee................... 20
Deduction for Optional Death Benefit......... 21
OTHER CONTRACT FEATURES........................ 22
Ownership.................................... 22
Assignment................................... 23
Beneficiary.................................. 23
Change of Beneficiary........................ 23
Annuitant.................................... 23
Transfer of Contract Values between
Sub-Accounts................................ 23
Procedures for Telephone Transfers........... 24
Surrenders and Partial Withdrawals........... 25
Delay of Payments and Transfers.............. 25
Death of the Contract Owner before the
Annuity Date................................ 26
Death of the Annuitant before the Annuity
Date........................................ 26

<CAPTION>
CONTENTS PAGE
<S> <C>

Death of the Annuitant after the
Annuity Date................................ 26
Change in Operation of Variable Account...... 26
Modification................................. 27
Discontinuance............................... 27
ANNUITY PROVISIONS............................. 27
Annuity Date; Change in Annuity Date and
Annuity Option.............................. 27
Annuity Options.............................. 28
Fixed Options................................ 28
Variable Options............................. 28
Evidence of Survival......................... 29
Endorsement of Annuity Payments.............. 29
THE FIXED ACCOUNT.............................. 29
Market Value Adjustment...................... 32
DISTRIBUTION OF THE CONTRACTS.................. 33
PERFORMANCE DATA............................... 33
Money Market Sub-Account..................... 33
Other Variable Account Sub-Accounts.......... 33
Performance Ranking or Rating................ 34
TAX STATUS..................................... 34
General...................................... 34
Diversification.............................. 35
Distribution Requirements.................... 36
Multiple Contracts........................... 36
Tax Treatment of Assignments................. 36
Withholding.................................. 36
Section 1035 Exchanges....................... 37
Tax Treatment of Withdrawals -- Non-Qualified
Contracts................................... 37
Qualified Plans.............................. 37
Section 403(b) Plans......................... 38
Individual Retirement Annuities.............. 38
Corporate Pension and Profit-Sharing Plans
and H.R. 10 Plans........................... 38
Deferred Compensation Plans.................. 38
Tax Treatment of Withdrawals -- Qualified
Contracts................................... 39
APPENDIX I..................................... 40
Illustration of the Cost of Optional Death
Benefits.................................... 40
FINANCIAL STATEMENTS........................... 41
LEGAL PROCEEDINGS.............................. 41
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION........................ 41
</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.

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

COMPANY: Connecticut General Life Insurance Company.

CONTRACT: The Variable Annuity Contract described in this
prospectus.

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.

CONTRACT OWNER (OR OWNER): The person(s) initially
designated in the application or otherwise, unless later
changed, as having all ownership rights under the Contract.

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.

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

3
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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.

MONTHLY ANNIVERSARY DATE: The monthly anniversary of the
Effective Date, as shown on the specifications page of the
Contract, when the Company makes the monthly calculation of
any charge for the Optional Death Benefit.

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.

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.

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.

SEVEN YEAR ANNIVERSARY: The seventh Contract Anniversary and
each succeeding Contract Anniversary occurring at any seven
year interval thereafter, for example, the 7th, 14th, 21st
and 28th Contract Anniversaries.

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.

4
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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
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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. Contract Owners
bear the investment risk for all amounts allocated to the
Variable Account. The Contract's provisions may vary in some
states. 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 in states where permitted. This may be more
or less than the Premium Payment. In states where required,
the Company will promptly refund the Premium Payment, less
any partial surrenders. 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, unless state law requires a refund of Premium
Payments rather than of Annuity Account Value.

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. Contract 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"), other than the Optional
Death Benefit risk (See "Charges and Deductions -- Deduction
for Optional Death Benefit").

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 $35 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").

There is a charge for any Optional Death Benefit Risk(s)
elected (See "Charges and Deductions -- Deduction for
Optional Death Benefit").

6
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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 Contract 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 Contract Owner (or, if the Contract 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. It is
not applied against a surrender or transfer taking place at
the end of the Guaranteed Period.

7
<PAGE>
FEES AND EXPENSES

CONTRACT 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%
A Contract 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 three transfers during a Contract Year
or, if the Annuity Account Value is at least $5,000 at the time of
a transfer, on the fourth through twelfth transfers during a
Contract Year. Pre-scheduled automatic dollar cost averaging or
automatic rebalancing transfers are not counted.
</TABLE>

<TABLE>
<S> <C> <C> <C>
Annuity Account $35 per Contract Year
Fee.................

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

A Contract Owner may also elect the Optional Death Benefit(s) for which there is
a charge, prorated among the Sub-Accounts, which depends on the age and gender
classification (in accordance with state law) of the Owner (or the Annuitant, if
the Owner is a non-natural person) and on the dollar amount which is at risk.
(See "Deductions -- Optional Death Benefit.")

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>
TOTAL
MANAGEMENT OTHER ANNUAL
FEES EXPENSES EXPENSES
----------- --------- -----------
<C> <S> <C> <C> <C>
ALGER AMERICAN Alger American Growth 0.75% 0.11% 0.86%
Portfolio....................
FUNDS Alger American Leveraged 0.85% 0.94%* 1.79%
AllCap Portfolio.............
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%(3)
0.52% 0.06% 0.58%(3)
Equity-Income Portfolio.......
0.46% 0.21% 0.67%
Investment Grade Bond
Portfolio....................
0.20% 0.07% 0.27%
Money Market Portfolio........
MFS FUNDS(4) MFS Total Return Series....... 0.75% 0.25%(4) 1.00%(4)
0.75% 0.25%(4) 1.00%(4)
MFS Utilities Series..........
0.75% 0.25%(4) 1.00%(4)
MFS World Governments
Series.......................
NEUBERGER & BERMAN AMT Balanced Portfolio........ 0.80% 0.17% 0.97%
FUNDS(1) AMT Limited Maturity Bond 0.60% 0.13% 0.73%
Portfolio....................
0.80% 0.50% 1.30%
AMT Partners Portfolio(2).....
QUEST FOR VALUE Quest Global Equity 0.75% 0.50% 1.25%
Portfolio....................
FUNDS** Quest Managed Portfolio....... 0.60% 0.06% 0.66%
0.60% 0.14% 0.74%
Quest Small Cap Portfolio.....
<FN>
* Includes 0.75% estimated Interest Expense.
** The expenses for the Quest 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 Managed, Small Cap and Global
Equity Portfolios, respectively, through December 31,
1995. 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.
(1) 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.
(2) Other Expenses, and therefore Total Annual
Expenses, have been estimated and are annualized
for the Partners Portfolio.
(3) 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.
(4) The 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.
</TABLE>

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

EXAMPLES

The Contract 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 Small Capitalization Portfolio..................... $ 84 $ 117 $ 154 $ 274
Alger Leveraged AllCap Portfolio......................... $ 92 $ 142 $ 194 $ 353
Alger MidCap Growth Portfolio............................ $ 84 $ 118 $ 154 $ 275
Alger Growth Portfolio................................... $ 83 $ 114 $ 149 $ 264
Fidelity VIP Equity-Income Portfolio..................... $ 80 $ 106 $ 134 $ 235
Fidelity VIP Money Market Portfolio...................... $ 77 $ 96 $ 118 $ 202
Fidelity VIP II Investment Grade Bond Portfolio.......... $ 81 $ 109 $ 139 $ 244
Fidelity VIP II Asset Manager Portfolio.................. $ 82 $ 113 $ 145 $ 257
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 Small Capitalization Portfolio..... $ 24 $ 75 $ 128 $ 274
Alger Leveraged AllCap Portfolio......... $ 33 $ 99 $ 169 $ 353
Alger MidCap Growth Portfolio............ $ 24 $ 75 $ 129 $ 275
Alger Growth Portfolio................... $ 23 $ 72 $ 123 $ 264
Fidelity VIP Equity-Income Portfolio..... $ 21 $ 63 $ 109 $ 235
Fidelity VIP Money Market Portfolio...... $ 17 $ 54 $ 93 $ 202
Fidelity VIP II Investment Grade Bond
Portfolio............................... $ 21 $ 66 $ 113 $ 244
Fidelity VIP II Asset Manager
Portfolio............................... $ 23 $ 70 $ 120 $ 257
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 and charges for any Optional Death
Benefit(s) selected may be applicable.

10
<PAGE>
These examples reflect the annual $35 Annuity Account Fee as
an annual charge of .14% of assets, based upon an
anticipated average Annuity Account Value of $25,000.

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 December 31, 1995 and the number
of Accumulation Units outstanding at December 31, 1995:

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION ACCUMULATION UNITS
UNIT BEGINNING UNIT VALUE OUTSTANDING
SUB-ACCOUNT VALUE AT 12/31/95 12/31/95
------------------------------------------- --------------- --------------- -----------
<C> <S> <C> <C> <C>
Alger American Growth Portfolio 10.00 12.385784 311,649
Alger American Leveraged AllCap Portfolio 10.00 13.895178 87,024
Alger American MidCap Growth Portfolio 10.00 13.106537 155,535
Alger American Small Cap Portfolio 10.00 13.092181 249,882
Fidelity VIP Equity-Income Portfolio 10.00 12.128673 539,741
Fidelity VIP Money Market Portfolio 10.00 10.245402 680,856
Fidelity VIP II: Asset Manager Portfolio 10.00 11.280365 62,375
Fidelity VIP II: Invest Grade Bond
Portfolio 10.00 10.541110 144,347
MFS Total Return Series 10.00 11.003903 148,985
MFS Utilities Series 10.00 11.365171 45,129
MFS World Governments Series 10.00 10.277969 33,344
AMT Balanced Portfolio 10.00 10.269633 85,477
AMT Limited Maturity Bond Portfolio 10.00 10.547360 106,840
AMT Partners Portfolio 10.00 12.122020 125,694
Quest for Value Global Equity Portfolio 10.00 11.758951 139,287
Quest for Value Managed Portfolio 10.00 11.143831 486,528
Quest for Value Small Cap Portfolio 10.00 10.855343 58,004
<FN>
</TABLE>

THE COMPANY AND THE VARIABLE 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
(203) 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 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

11
<PAGE>
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 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, the cost of
any Optional Death Benefit(s) 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 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.

12
<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.

13
<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).

MFS WORLD GOVERNMENTS SERIES: Seeks not only preservation,
but also growth, of capital together with moderate current
income.

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.

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 Governments
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. Contract 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. Contract 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").

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.

14
<PAGE>
VOTING RIGHTS

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

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 Contract 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 unless
state law requires, during the right-to-examine period, a
refund of Premium Payments rather than Annuity Account
Value.

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

15
<PAGE>
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. The Company
may, at its sole discretion, waive minimum premium
allocation or minimum Variable Account Sub-Account
requirements.

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 unless
state law requires, during the right-to-examine period, a
refund of Premium Payments rather than Annuity Account
Value.

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.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected,
enables a Contract 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 allocating on a
regularly scheduled basis as opposed to allocating the total
amount at one particular time, a Contract 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 the 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.
The Company may at its sole discretion waive Dollar Cost
Averaging minimum deposit and transfer requirements.

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.

16
<PAGE>
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.

AUTOMATIC REBALANCING

Automatic Rebalancing is an option that allows a Contract
Owner periodically to restore to a pre-determined level the
percentage of Contract Value allocated to each Variable
Account Sub-Account (e.g. 20% Money Market, 50%
Equity-Income, 30% Utilities). This pre-determined
allocation will be the allocation initially selected on the
application, unless subsequently changed. An allocation may
be changed at any time by submitting a request in writing to
the Company. If Automatic Rebalancing is elected, all Net
Premium Payments allocated to the Variable Account
Sub-Accounts must be included in the Automatic Rebalancing
option. The Fixed Account Sub-Account is not available for
Rebalancing.

Automatic Rebalancing may take place on either a quarterly,
semi-annual or annual basis, as selected by the Contract
Owner. Once the Rebalancing option is activated, any
Sub-Account transfers executed outside of the Rebalancing
option will terminate the Automatic Rebalancing feature. The
Contract Owner may terminate the Automatic Rebalancing
option at any time by submitting a request in writing to the
Company.

A Contract Owner may not have both the Dollar Cost Averaging
option and the Automatic Rebalancing option in effect at the
same time.

The Automatic Rebalancing program may not be active
following the Annuity Date. There is no current charge for
Automatic Rebalancing 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:

17
<PAGE>
(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
(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.

A Contract 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

18
<PAGE>
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.

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.

19
<PAGE>
DEDUCTION FOR ANNUITY ACCOUNT FEE

The Company deducts an annual Annuity Account Fee of $35
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 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. Premium taxes currently
imposed by certain states on the Contracts offered hereby
range from 0% to 3.5% of Premiums paid. 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 Contract 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 three
transfers made in the Contract Year (twelve if the Annuity
Account Value is at least $5000 at the time of a transfer.)
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 or
automatic rebalancing are not counted toward the twelve (or
three) 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 will not be
set at a level greater than its cost and will contain no
element of profit.

20
<PAGE>
DEDUCTION FOR OPTIONAL DEATH BENEFIT

If no Optional Death Benefit is selected, the death benefit
under the Contract will be the Annuity Account Value as of
the date of payment of the death benefit. No additional
charge is imposed for that death benefit.

For an additional charge, as described below, an Optional
Death Benefit can be selected at the time the Contract is
applied for. Under each form of Optional Death Benefit, the
death benefit payable will be the greater of the Annuity
Account Value or if before the Contract Owner's 90th
birthday, or some other amount as of the date of payment of
the death benefit. That other amount can be one or more of

Option A. Premium Payments made, less partial withdrawals.

Option B. Premium Payments made, less partial withdrawals,
with interest compounded daily at a rate equivalent to 5%
per year during the first seven Contract Years. As of the
beginning of the eighth Contract Year, the amount of death
benefit will decrease and thereafter be equal to total
Premium Payments made, less partial withdrawals. Only
available if the Owner (or the Annuitant, if the Owner is a
non-natural person) has not reached his or her 72nd birthday
at the Effective Date.

Option C. The Annuity Account Value on the seven-year
Contract Anniversary immediately preceding the date the
death benefit election is effective or is deemed to become
effective, adjusted for any subsequent Premium Payments and
partial withdrawals and charges made between the immediate
preceding seven-year Contract Anniversary and the date and
death benefit election is effective or is deemed to become
effective (as referenced herein, seven-year Contract
Anniversary means the seventh Contract Anniversary and each
succeeding Contract Anniversary occurring at any seven-year
interval thereafter, for example, the 7th, 14th and 21st
Contract Anniversaries).

Option D. The highest Annuity Account Value ever attained on
a Contract Anniversary date, with adjustments for any
subsequent Premium Payments and partial withdrawals made
since the last determination of such highest value.

Once an election of one or more of these Optional Death
Benefits has been made, it will remain in effect for the
life of the Contract or the Owner's 90th birthday, whichever
comes first, unless the Owner chooses, by written notice to
the Variable Products Service Center, to discontinue such
election. The Owner can only give one notice of
discontinuance; such notice must address the discontinuance
of one or more of the Optional Death Benefit(s) previously
chosen. If no Optional Death Benefit(s) are selected
initially, they cannot be added later, nor can the Owner
change an initial selection to add Optional Death Benefit(s)
after the Contract is issued.

At each Contract Anniversary, a charge may be made against
Annuity Account Value (prorated among the Sub-Accounts used
in the Contract, if more than one be used) for any Optional
Death Benefit in effect for all or a portion of the Contract
Year then ended. Such charge will be computed in the
following manner, assuming for the sake of illustration that
the Optional Death Benefit is in effect for the entire
Contract Year.

On the last business day of each Contract Month during the
Contract Year, the Company will calculate whether the amount
payable under any of the Optional Death Benefits in effect
on that date would exceed the Annuity Account Value on that
date. If it would not exceed the Annuity Account Value on
that date, then no charge for the Optional Death Benefit is
accrued as of that date. If it would exceed the Annuity
Account Value on that date, then a charge for the Optional
Death Benefit is accrued as of that date. That charge is
computed in accordance with mortality tables which are made
a part of the Contract reflecting the Owner's age and gender
classification (in accordance with state law) is computed on
the Amount at Risk, which is the excess of the Optional
Death

21
<PAGE>
Benefit over the Annuity Account Value on the last business
day of the Contract Month. If the Owner is a corporation,
partnership or other non-natural person, the measuring life
will be the Annuitant's. No deduction is actually made from
Annuity Account Value for the Optional Death Benefit until
the Contract Anniversary except upon a full surrender or
Annuitization of the Contract or upon the payment of a Death
Benefit, when the sum of any charges accrued at the end of
each Contract Month during the Contract Year is deducted.

The annual rate per $1,000 of Amount at Risk charged for the
Optional Death Benefit(s) is set forth in the following
table:

<TABLE>
<CAPTION>
COST OF OPTIONAL DEATH
BENEFIT(S)
ANNUAL RATE PER $1,000
OF AMOUNT AT RISK
-------------------------------
ATTAINED AGE MALE FEMALE UNISEX
- ------------------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
less than 40............................ $ 2.40 $ 1.99 $ 2.20
40-45................................... 3.02 2.54 2.78
46-50................................... 4.92 4.02 4.47
51-55................................... 7.30 5.70 6.50
56-60................................... 11.46 8.34 9.90
61-65................................... 17.54 11.55 14.55
66-70................................... 27.85 18.19 23.02
71-75................................... 43.30 27.57 35.44
76-80................................... 70.53 47.33 58.93
81-85................................... 117.25 87.04 102.15
86-90................................... 179.55 147.37 163.46
</TABLE>

If, for example, at the end of a Contract Month the Optional
Death Benefit (assuming payment of a death benefit on that
date) were $40,000 and the Annuity Account Value were
$30,000, the Amount at Risk would be $10,000. Suppose the
Owner (or, if applicable, the Annuitant) were a female age
60. The charge accrued for the Optional Death Benefit that
month would be 10 X $8.34, divided by 12 (reflecting
one-twelfth of a year), or $6.95. If that proved to be the
only Contract Month end during the Contract Year at which
there were an Amount at Risk, that would be the only
Optional Death Benefit charge accrued during the Contract
Year. There is no daily deduction of a percentage of
Contract Values for any Optional Death Benefit.

OTHER CONTRACT FEATURES

OWNERSHIP

The Contract Owner has all rights and may receive all
benefits under the Contract. The Contract Owner may change
the Contract Owner at any time. If the Contract Owner dies,
a death benefit will be paid to the Beneficiary upon proof
of the Contract 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 Contract Owner will
automatically revoke any prior designation of Contract
Owner. A request for change must be: (1) made in writing;
and (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
Contract Owner will not apply to any payment made or action
taken by the Company prior to the time it was received. Any
Optional Death Benefit in effect at the time of a change of
ownership will remain in effect. The cost of the Optional
Death Benefit(s) will be based on the attained age of the
new Owner (or the Annuitant, if the new Owner is a
non-natural person).

22
<PAGE>
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 Contract 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 Contract 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 Contract 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.

TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS

Prior to the Annuity Date, the Contract 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 three transfers made
in the Contract Year (twelve if the Contract Value is at
least $5000 at the time of transfer). 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.

23
<PAGE>
After the Annuity Date, provided a variable annuity option
was selected, the Contract 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 Contract
Owner's entire interest in the Sub-Account. The Company,
at its sole discretion may waive these minimum
requirements.

C. No partial transfer will be made if the Contract 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.

K. At no time may the total premium allocated among the
Fixed Sub-Accounts exceed $500,000.

Transfer requests must be received at the Variable Products
Service Center prior to 4:00 ET in order to be effective
that day.

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.

24
<PAGE>

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
Contract 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
Contract 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.") Contract 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 the Optional Death
Benefit(s) risk
and 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 Contract 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>
DEATH OF THE CONTRACT OWNER BEFORE THE ANNUITY DATE

In the event of death of the Contract 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. Unless the Optional Death Benefit
is selected and the Contract Owner has not reached their
90th Birthday, the value of the death benefit is equal to
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 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 Contract Owner, the Contract
Owner, if a natural person, may designate a new Annuitant.
Unless and until one is designated, the Contract Owner will
be the Annuitant. If the Contract 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

26
<PAGE>
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 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 Contract Owner selects an Annuity Date at the time of
application. The Contract 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 Contract 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.

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ANNUITY OPTIONS

Instead of having the proceeds paid in one sum, the Contract
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 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.

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.

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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.

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 17 and 18 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 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.

THE FIXED ACCOUNT

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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 INVESTMENT COMPANY ACT OF 1940 (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 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.

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.

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<PAGE>

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-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.

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<PAGE>

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.

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 0.50% adjustment (unless otherwise limited by
applicable state law). 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 0.50% 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)

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

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 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 Contract 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.

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<PAGE>
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 Contract 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 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. A Contract 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.

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<PAGE>
meaning of Section 72 of the Code. Contract 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
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 Contract 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.

The Treasury Department issued regulations (Treas. Reg.
1.817-5) which 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

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<PAGE>
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 Contract 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 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 contract owner by one company or its affiliates are
treated as one annuity contract for purposes of determining
the tax consequences of any distribution. Such treatment may
result in adverse tax consequences, including more rapid
taxation of the distributed amounts from such combination of
contracts. Contract 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. Contract 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.

36
<PAGE>
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.

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 Contract Owner (or, if the Contract 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. Contract 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.

37
<PAGE>
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.

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.

38
<PAGE>
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.

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 Contract 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.

39
<PAGE>

APPENDIX 1

ILLUSTRATION OF THE
COST OF OPTIONAL DEATH BENEFITS

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

SIMPLIFIED EXAMPLE

Contract Owner: Mrs. Smith, female, age 57

Death Benefit Choice: D (annual step-up)

<TABLE>
<CAPTION>
GUARANTEED
DATE ACCOUNT VALUE* DEATH BENEFIT AMOUNT AT RISK
<S> <C> <C> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
May 15, Yr. 1 $30,000 $30,000 $0.00
(New contract --
date policy is in
force)
- -----------------------------------------------------------------------------------------------------------------
May 15, Yr. 2 $40,000 $40,000 $0.00
(First contract (Death benefit
anniversary steps up.)
- -----------------------------------------------------------------------------------------------------------------
June 15, Yr. 2 $30,000 $40,000 Guar. Death Bene. equals: $40,000
(Last day of month. (Market correction has Account Value equals: -$30,000
Account is assessed occurred. Account value AMOUNT AT RISK EQUALS: $10,000
for death benefit has fallen below (Client WILL be charged for
charges.) guaranteed death benefit.) death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
July 15, Yr. 2 $40,000 $40,000 Guar. Death Bene. equals: $40,000
(One month later.) (Market recovers. Account Account Value equals: -$40,000
value has increased.) AMOUNT AT RISK EQUALS: $0.00
(Client will NOT be charged for
death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>

In the case shown above, the Amount at Risk on June 15, Yr. 2 would be $10,000.
Now refer to the chart below, also found on page 23 of this prospectus. A 57
year old female will pay $8.34 per thousand of Amount at Risk. 10 X 8.34 =
$83.40. That amount is an annual charge. It is divided by 12 to determine the
monthly charge of $6.95.

In the example above, no Amount at Risk exists on July 15, Yr. 2. The client
will NOT be charged for death benefit that month. However a market recovery in
June will not affect a death benefit charge already accrued for May. That charge
is fixed and will appear on the client's annual statement at the end of the
year.

<TABLE>
<CAPTION>
COST OF OPTIONAL DEATH BENEFIT(S)
ACTUAL RATE PER $1,000
OF AMOUNT AT RISK
----------------------------------
ATTAINED AGE MALE FEMALE UNISEX
- ----------------------------------------------- ---------- ---------- ----------
<S> <C> <C> <C>
Less than 40................................... $ 2.40 $ 1.99 $ 2.20
40-45.......................................... 3.02 2.54 2.78
46-50.......................................... 4.92 4.02 4.47
51-55.......................................... 7.30 5.70 6.50
56-60.......................................... 11.46 8.34 9.90
61-65.......................................... 17.54 11.55 14.55
66-70.......................................... 27.85 18.19 23.02
71-75.......................................... 43.30 27.57 35.44
76-80.......................................... 70.53 47.33 58.93
81-85.......................................... 117.25 87.04 102.15
86-90.......................................... 179.55 147.37 163.46
</TABLE>

*After $35 account fee is applied.

40
<PAGE>
FINANCIAL STATEMENTS

Audited financial statements of the Company as of December
31, 1995 and 1994 and for each of the three years in the
period ended December 31, 1995 are included in the Statement
of Additional Information, as are audited financial
statements for the Variable Account, which commenced
operations 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..................... 7
Money Market Sub-Account Yield................ 8
Other Sub-Account Yields...................... 8
Total Returns................................. 9
Other Performance Data........................ 9
LEGAL MATTERS................................... 10
LEGAL PROCEEDINGS............................... 10
EXPERTS......................................... 10
FINANCIAL STATEMENTS............................ 10
</TABLE>

41
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
PART A. PROSPECTUS
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

[LOGO]
CG VARIABLE ANNUITY SEPARATE ACCOUNT II

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

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

PROSPECTUS DATED: MAY 1, 1996

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
DEFINITIONS.................................... 3
HIGHLIGHTS..................................... 6
FEES AND EXPENSES.............................. 8
CONDENSED FINANCIAL INFORMATION................ 11
THE COMPANY AND THE VARIABLE ACCOUNT........... 11
THE FUNDS...................................... 12
General...................................... 14
Substitution of Securities................... 15
Voting Rights................................ 15
PREMIUM PAYMENTS AND
CONTRACT VALUE................................ 15
Premium Payments............................. 15
Allocation of Premium Payments............... 16
Dollar Cost Averaging........................ 16
Automatic Rebalancing........................ 17
Contract Value............................... 17
Accumulation Unit............................ 17
CHARGES AND DEDUCTIONS......................... 18
Deduction for Contingent Deferred Sales
Charge (Sales Load)......................... 18
Deduction for Mortality and Expense Risk
Charge...................................... 19
Deduction for Administrative Expense Charge.. 20
Deduction for Annuity Account Fee............ 20
Deduction for Premium Tax Equivalents........ 20
Deduction for Income Taxes................... 20
Deduction for Fund Expenses.................. 20
Deduction for Transfer Fee................... 20
OTHER CONTRACT FEATURES........................ 21
Ownership.................................... 21
Assignment................................... 21
Beneficiary.................................. 21
Change of Beneficiary........................ 21
Annuitant.................................... 22
Transfer of Contract Values between
Sub-Accounts................................ 22
Procedures for Telephone Transfers........... 23
Surrenders and Partial Withdrawals........... 23
Delay of Payments and Transfers.............. 24
Death of the Owner before the
Annuity Date................................ 24
Death of the Annuitant before the Annuity
Date........................................ 25

<CAPTION>
CONTENTS PAGE
<S> <C>

Death of the Annuitant after the
Annuity Date................................ 25
Change in Operation of Variable Account...... 25
Modification................................. 25
Discontinuance............................... 26
ANNUITY PROVISIONS............................. 26
Annuity Date; Change in Annuity Date and
Annuity Option.............................. 26
Annuity Options.............................. 26
Fixed Options................................ 26
Variable Options............................. 27
Evidence of Survival......................... 28
Endorsement of Annuity Payment............... 28
THE FIXED ACCOUNT.............................. 28
Market Value Adjustment...................... 30
DISTRIBUTION OF THE CONTRACTS.................. 31
PERFORMANCE DATA............................... 31
Money Market Sub-Account..................... 31
Other Variable Account Sub-Accounts.......... 32
Performance Ranking or Rating................ 32
TAX STATUS..................................... 33
General...................................... 33
Diversification.............................. 33
Distribution Requirements.................... 34
Multiple Contracts........................... 35
Tax Treatment of Assignments................. 35
Withholding.................................. 35
Section 1035 Exchanges....................... 35
Tax Treatment of Withdrawals -- Non-Qualified
Contracts................................... 35
Qualified Plans.............................. 36
Section 403(b) Plans......................... 36
Individual Retirement Annuities.............. 36
Corporate Pension and Profit-Sharing Plans
and H.R. 10 Plans........................... 37
Deferred Compensation Plans.................. 37
Tax Treatment of Withdrawals -- Qualified
Contracts................................... 37
FINANCIAL STATEMENTS........................... 37
LEGAL PROCEEDINGS.............................. 38
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION........................ 38
</TABLE>

2
<PAGE>
DEFINITIONS

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.

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

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 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.

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.

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.

SEVENTH YEAR ANNIVERSARY: The seventh Contract Anniversary
and each succeeding Contract Anniversary occurring at any
seven year interval thereafter, for example, the 7th, 14th,
21st and 28th Contract Anniversaries.

SHARES: Shares of a Fund.

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 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.

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, unless
state law requires a refund of Premium Payments rather than
of Annuity Account Value.

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.

There is a Mortality and Expense Risk Charge which is equal,
on an annual basis, to 1.25% 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 0.15% 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").

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").

(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."

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 or automatic
rebalancing 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....... 1.25%
Administrative Expense Charge........... 0.15%
---
Total Variable Account Annual 1.40%
Expenses................................
</TABLE>

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

<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>

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 COMPANY AND THE VARIABLE 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.

11
<PAGE>
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.