CG VARIABLE ANNUITY SEPARATE ACCOUNT II, 485APOS, 1997-02-26

CG VARIABLE ANNUITY SEPARATE ACCOUNT II
485APOS, 1997-02-26

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1997

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. 6 /X/

and

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

AMENDMENT NO. 7 /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

COPY TO:

<TABLE>
<S> <C>
Robert A. Picarello, Esquire Edwin L. Kerr, Esquire
Connecticut General Life Insurance Connecticut General Life Insurance
Company Company
900 Cottage Grove Road 900 Cottage Grove Road
Hartford, Connecticut 06152 Hartford, Connecticut 06152
(NAME AND ADDRESS OF
AGENT FOR SERVICE)
</TABLE>

Approximate date of proposed public offering: Continuous

An indefinite amount of the securities offered by this Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940, and the initial registration fee of $500 was paid with the
Rule 24f-2 declaration. Form 24f-2 for Registrant's most recent fiscal year,
which ended December 31, 1996, was filed February 26, 1997.

It is proposed that this filing will become effective:

_________ immediately upon filing pursuant to paragraph (b)
of Rule 485
_________ on pursuant to paragraph (b) of Rule
485
_________ 60 days after filing pursuant to paragraph (a) of
Rule 485
___X___ on May 1, 1997, pursuant to paragraph (a) of Rule
485

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<PAGE>
CROSS REFERENCE SHEET
PURSUANT TO RULE 481
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 and the Variable Account
(b) Registrant.................................. The Company and the Variable 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 -- 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 Portfolio Annual Expenses
(f) Organizational Expenses..................... N/A
7. Contracts
(a) Persons with Rights......................... Other Contract Features (Ownership, Assignment,
Beneficiary, Change of Beneficiary, Annuitant,
Surrenders and Partial Withdrawals, 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; Optional
Death Benefit (not in New York prospectus or Prospectus
No. 3)
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 and Transfers
(d) Lapse....................................... N/A
(e) Free Look................................... Highlights
12. Taxes........................................... Tax Matters
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 and the Variable Account;
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) Charges and
Deductions -- 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
<PAGE>

PART A. PROSPECTUS NO. 1

<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CG VARIABLE ANNUITY SEPARATE ACCOUNT II

<TABLE>
<S> <C> <C> <C>
HOME OFFICE LOCATION: MAILING ADDRESS: LOCKBOX ADDRESS: BY MAIL LOCKBOX ADDRESS: BY
900 COTTAGE GROVE ROAD CIGNA INDIVIDUAL INSURANCE CONNECTICUT GENERAL LIFE OVERNIGHT
HARTFORD, CT 06152 ANNUITY & VARIABLE LIFE INSURANCE COMPANY CONNECTICUT GENERAL LIFE
SERVICES P.O. BOX 30790 INSURANCE COMPANY
CENTER: ROUTING S-249 HARTFORD, CT 06150 C/O FLEET BANK
HARTFORD, CT 06152-2249 20 CHURCH STREET
TELEPHONE: (800) (552-9898) 20TH FLOOR, MSN275
HARTFORD, CT 06120
ATTN: LOCKBOX 30790
</TABLE>

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

The Flexible Payment Deferred Variable Annuity Contracts (the "Contracts")
described in this prospectus provide for accumulation of Contract Values and
eventual payment of monthly annuity payments on a fixed or variable basis. The
Contracts are designed to aid individuals in long term planning for retirement
or other long term purposes. The Contracts are available for retirement plans
which do not qualify for the special federal tax advantages available under the
Internal Revenue Code ("Non-Qualified Plans") and for retirement plans which do
qualify for the federal tax advantages available under the Internal Revenue Code
("Qualified Plans"). (See "Tax Matters -- 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 nineteen 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, Money Market Portfolio; High
Income Portfolio and Overseas Portfolio; Fidelity Variable Insurance Products
Fund II -- Investment Grade Bond Portfolio and Asset Manager Portfolio;
MFS-Registered Trademark- 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; OCC 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, 1997, available at no charge by calling or
writing the Company's Annuity & Variable Life Services 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, 1997

<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
DEFINITIONS..................................... 3
HIGHLIGHTS...................................... 5
FEES AND EXPENSES............................... 7
CONDENSED FINANCIAL INFORMATION................. 11
THE COMPANY AND THE VARIABLE ACCOUNT............ 11
THE FUNDS....................................... 12
General....................................... 15
Substitution of Securities.................... 15
Voting Rights................................. 15
PREMIUM PAYMENTS AND CONTRACT VALUE............. 16
Premium Payments.............................. 16
Allocation of Premium Payments................ 16
Optional Variable Account Sub-Account
Allocation Programs.......................... 17
Dollar Cost Averaging....................... 17
Automatic Rebalancing....................... 18
Contract Value................................ 18
Accumulation Unit............................. 18
CHARGES AND DEDUCTIONS.......................... 19
Contingent Deferred Sales Charge (Sales
Load)........................................ 19
Mortality and Expense Risk Charge............. 20
Administrative Expense Charge................. 20
Account Fee................................... 20
Premium Tax Equivalents....................... 21
Income Taxes.................................. 21
Fund Expenses................................. 21
Transfer Fee.................................. 21
OTHER CONTRACT FEATURES......................... 22
Ownership..................................... 22
Assignment.................................... 22
Beneficiary................................... 22
Change of Beneficiary......................... 22
Annuitant..................................... 22
Transfer of Contract Values between
Sub-Accounts................................. 23
Procedures for Telephone Transfers............ 24
Surrenders and Partial Withdrawals............ 24
Delay of Payments and Transfers............... 25
Death of the Owner before the
Annuity Date................................. 25
Death of the Annuitant before the
Annuity Date................................. 26
Death of the Annuitant after the
Annuity Date................................. 26

<CAPTION>
CONTENTS PAGE
<S> <C>

Change in Operation of Variable Account....... 26
Modification.................................. 26
Discontinuance................................ 27
ANNUITY PROVISIONS.............................. 27
Annuity Date; Change in Annuity Date and
Annuity Option............................... 27
Annuity Options............................... 27
Fixed Options................................. 27
Variable Options.............................. 28
Evidence of Survival.......................... 29
Endorsement of Annuity Payment................ 29
THE FIXED ACCOUNT............................... 29
Market Value Adjustment....................... 31
DISTRIBUTION OF THE CONTRACTS................... 32
PERFORMANCE DATA................................ 32
Money Market Sub-Account...................... 32
Other Variable Account Sub-Accounts........... 33
Performance Ranking or Rating................. 33
TAX MATTERS..................................... 34
General....................................... 34
Diversification............................... 34
Distribution Requirements..................... 35
Multiple Contracts............................ 36
Tax Treatment of Assignments.................. 36
Withholding................................... 36
Section 1035 Exchanges........................ 36
Tax Treatment of Withdrawals --
Non-Qualified Contracts...................... 36
Qualified Plans............................... 36
Section 403(b) Plans.......................... 37
Individual Retirement Annuities............... 37
Corporate Pension and Profit-Sharing Plans and
H.R. 10 Plans................................ 37
Deferred Compensation Plans................... 38
Tax Treatment of Withdrawals -- Qualified
Contracts.................................... 38
FINANCIAL STATEMENTS............................ 38
LEGAL PROCEEDINGS............................... 38
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL
INFORMATION................................... 39
APPENDIX I...................................... 40
Separate Account Annual Expenses for New York
Contracts Issued Before May 1, 1996.......... 40
</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 & VARIABLE LIFE SERVICES CENTER: The office of the
Company to which notices are given and any customer service
requests are made. Mailing address: CIGNA Individual
Insurance, Annuity & Variable Life Services Center, Routing
S-249, Hartford, CT 06152-2249. Premium payments must be
sent, and all other correspondence may be sent, to either
Lockbox address: If by mail: P.O. Box 30790, Hartford, CT
06150; If by overnight courier: c/o Fleet Bank, 20 Church
Street, 20th Floor, MSN275, Hartford, CT 06120, Attn:
Lockbox 30790.

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

ANNUITY DATE: The date on which annuity payments commence.

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

ANNUITY PERIOD: The period starting on the Annuity Date.

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

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

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

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

COMPANY: Connecticut General Life Insurance Company.

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

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

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

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

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

3
<PAGE>
FUND(S): One or more of Alger American Fund -- Alger
American Small Capitalization Portfolio, Alger American
Leveraged AllCap Portfolio, Alger American MidCap Growth
Portfolio and Alger American Growth Portfolio; Fidelity
Variable Insurance Products Fund -- Equity-Income Portfolio,
Money Market Portfolio, High Income Portfolio and Overseas
Portfolio; Fidelity Variable Insurance Products Fund II --
Investment Grade Bond Portfolio and Asset Manager Portfolio;
MFS-Registered Trademark- 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; OCC Accumulation Trust -- Global
Equity Portfolio, Managed Portfolio and 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 Annuity & Variable Life
Services Center.

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

OWNER: The person(s) initially designated in the application
or order to purchase 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.

PREMIUM PAYMENT: Any amount paid to the Company cleared in
good funds as consideration for the benefits provided by the
Contract. 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.

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.

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.

4
<PAGE>

SURRENDER (OR WITHDRAWAL): When a lump sum amount
representing all or part of the Annuity Account Value (minus
any applicable withdrawal charges, contract fees, and
premium tax equivalents and adjusted by any market value
adjustment) 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 or to receive a partial
withdrawal.

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.

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 Annuity & Variable Life Services Center.

The Contract may be returned within 10 days after it is
received, longer in some states. 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 or order to purchase, unless
state law requires a refund of Premium Payments rather than
of Annuity Account Value.

5
<PAGE>
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 -- 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 surrenders, withdrawals or
transfers from the Fixed Account portion of the Contract.

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 -- 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 --
Administrative Expense Charge").

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

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 -- Premium
Taxes").

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

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

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

* (For New York Contracts issued before May 1, 1996, see
Appendix I.)

6
<PAGE>
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.

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, during each Contract Year,
2-3 5% withdraw 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>
Account Fee......... $30 per Contract Year

- 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>

* For New York Contracts issued before May 1, 1996, see
Appendix I.

7
<PAGE>
EXPENSE DATA

The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the Individual Funds underlying the Variable Sub-Accounts.

FEE TABLE

<TABLE>
<CAPTION>
ALGER AMERICAN FUND
------------------------------------------- FIDELITY VARIABLE INSURANCE
ALGER ALGER PRODUCTS FUNDS
ALGER AMERICAN AMERICAN ALGER -----------------------------------------------------
AMERICAN LEVERAGED MIDCAP AMERICAN ASSET EQUITY INVESTMENT MONEY HIGH
GROWTH ALLCAP GROWTH SMALL CAP MANAGER INCOME GRADE BOND MARKET INCOME
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND
-------- --------- -------- --------- ------- --------- ---------- --------- ------
SEPARATE ACCOUNT ANNUAL
EXPENSES
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mortality and Expense
Risk Charge*........... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Administrative Expense
Charge*................ 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Total Separate Account
Annual Expenses*....... 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40%
FUND PORTFOLIO ANNUAL
EXPENSES
Management Fees.......... 0.75% 0.85% 0.80% 0.85% 0.71% 0.51% 0.45% 0.24% 0.60%
Other Expenses........... 0.10% 0.71% 0.10% 0.07% 0.08% 0.10% 0.14% 0.09% 0.11%
Total Fund
Portfolio Annual
Expenses............... 0.85% 1.56%(1) 0.90% 0.92% 0.79%(2) 0.61% 0.59% 0.33% 0.71%(2)

OVERSEAS
PORTFOLIO
--------
SEPARATE ACCOUNT ANNUAL
EXPENSES
<S> <C>
Mortality and Expense
Risk Charge*........... 1.25%
Administrative Expense
Charge*................ 0.15%
Total Separate Account
Annual Expenses*....... 1.40%
FUND PORTFOLIO ANNUAL
EXPENSES
Management Fees.......... 0.76%
Other Expenses........... 0.15%
Total Fund
Portfolio Annual
Expenses............... 0.91%
</TABLE>

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

* For New York Contracts issued before May 1, 1996, see Appendix I.

(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
is .06% of interest expense. Absent reimbursements, the amounts of Other
Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
the Alger American Leveraged AllCap Portfolio.

(2) A portion of the brokerage commissions the Fund paid was used to reduce its
expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
have been 0.81% for the Asset Manager Portfolio and 0.71% for the High
Income Portfolio. (note -- there were brokerage commissions paid but it did
not affect the ratio.)

8
<PAGE>

The table does not reflect the deductions for the annual $30 Account Fee. The
information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.

<TABLE>
<CAPTION>
MFS VARIABLE INSURANCE TRUST NEUBERGER&BERMAN
- ---------------------------------------- ADVISERS MANAGEMENT TRUST(5)
--------------------------------------- OCC ACCUMULATION TRUST
MFS LIMITED -----------------------------------------
TOTAL MFS MFS WORLD MATURITY GLOBAL
RETURN UTILITIES GOVERNMENTS BALANCED BOND PARTNERS EQUITY MANAGED SMALL CAP
SERIES SERIES SERIES PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
- ---------- ----------- ------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40%
0.75% 0.75% 0.75% 0.85% 0.65% 0.85% 0.80% 0.80% 0.80%
0.25% 0.25% 0.25% 0.19% 0.10% 0.30% 0.45% 0.14% 0.20%
1.00%(3) 1.00%(3) 1.00%(4) 1.04% 0.75% 1.15% 1.25%(6) 0.94%(6) 1.00%(6)
</TABLE>

- ------------------------
(3) 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, 1996, 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 2.02% and 2.77%, respectively, for the
Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
Series.

(4) The Funds' 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 1.24% and 1.99%, respectively.

(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust.
Expenses in the table reflect expenses of the Portfolios and include each
Portfolio's PRO RATA portion of the operating expenses of each Portfolio's
corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
("NBMI") an administration fee based on the Portfolios' net asset value.
Each Portfolio's corresponding Series pays NBMI a management fee based on
the Series' average daily net assets. Accordingly, this table combines
management fees at the Series level and administration fees at the Portfolio
level in a unified fee rate. See "Expenses" in the Trust's Prospectus.

(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
31, 1995 have been restated to reflect new management fee and expense
limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
the expenses of the Portfolios of the OCC Accumulation Trust are
contractually limited by OpCap Advisors so that their respective annualized
operating expenses do not exceed 1.25% of their respective average daily net
assets. Furthermore, through April 30, 1997, the annualized operating
expenses of the Managed and Small Cap Portfolios will be voluntarily limited
by OpCap Advisors so that annualized operating expenses of these Portfolios
do not exceed 1.00% of their respective average daily net assets. Without
such voluntary expense limitations, and taking into account the revised
contractual provisions effective May 1, 1996 concerning management fees and
expense limitations, the Management Fees, Other Expenses and Total Portfolio
Annual Expenses incurred for the fiscal year ended December 31, 1995 would
have been: .80%, .45% and 1.25%, respectively, for the Global Equity
Portfolio; .80%, .14% and .94%, respectively, for the Managed Portfolio; and
.80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.

9
<PAGE>
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 $115 $150 $266
Alger American Leveraged AllCap Portfolio................. $89 $134 $182 $328
Alger American MidCap Growth Portfolio.................... $83 $115 $149 $264
Alger American Small Capitalization Portfolio............. $82 $113 $146 $259
Fidelity VIP Equity-Income Portfolio...................... $80 $106 $134 $234
Fidelity VIP Money Market Portfolio....................... $77 $ 97 $120 $204
Fidelity VIP High Income Portfolio........................ $81 $109 $139 $244
Fidelity VIP Overseas Portfolio........................... $83 $115 $149 $265
Fidelity VIP II Asset Manager Portfolio................... $82 $111 $143 $253
Fidelity VIP II Investment Grade Bond Portfolio........... $80 $105 $133 $232
MFS Total Return Series................................... $84 $118 $154 $274
MFS Utilities Series...................................... $84 $118 $154 $274
MFS World Governments Series.............................. $84 $118 $154 $274
AMT Balanced Portfolio.................................... $84 $119 $156 $278
AMT Limited Maturity Bond Portfolio....................... $81 $110 $141 $248
AMT Partners Portfolio.................................... $85 $122 $161 $289
OCC Global Equity Portfolio............................... $86 $125 $166 $299
OCC Managed Portfolio..................................... $83 $116 $151 $268
OCC Small Cap Portfolio................................... $84 $118 $154 $274
</TABLE>

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

<TABLE>
<S> <C> <C> <C> <C>
Alger American Growth Portfolio........................... $24 $ 73 $124 $266
Alger American Leveraged AllCap Portfolio................. $30 $ 92 $156 $328
Alger American MidCap Growth Portfolio.................... $23 $ 72 $123 $264
Alger American Small Capitalization Portfolio............. $23 $ 71 $121 $259
Fidelity VIP Equity-Income Portfolio...................... $20 $ 63 $109 $234
Fidelity VIP Money Market Portfolio....................... $18 $ 55 $ 94 $204
Fidelity VIP High Income Portfolio........................ $21 $ 66 $114 $244
Fidelity VIP Overseas Portfolio........................... $24 $ 72 $124 $265
Fidelity VIP II Asset Manager Portfolio................... $22 $ 69 $118 $253
Fidelity VIP II Investment Grade Bond Portfolio........... $20 $ 63 $108 $232
MFS Total Return Series................................... $24 $ 75 $128 $274
MFS Utilities Series...................................... $24 $ 75 $128 $274
MFS World Governments Series.............................. $24 $ 75 $128 $274
AMT Balanced Portfolio.................................... $25 $ 76 $130 $278
AMT Limited Maturity Bond Portfolio....................... $22 $ 68 $116 $248
AMT Partners Portfolio.................................... $26 $ 80 $136 $289
OCC Global Equity Portfolio............................... $27 $ 83 $141 $299
OCC Managed Portfolio..................................... $24 $ 73 $125 $268
OCC Small Cap Portfolio................................... $24 $ 75 $128 $274
</TABLE>

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

10
<PAGE>
These examples reflect the annual $30 Annuity Account Fee as
an annual charge of .06% of assets, based upon an
anticipated average Annuity Account Value of $50,000.

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.
The Sub-Accounts commenced operation on various dates
thereafter. There follows, for each of the nineteen 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
from January 1, 1996 through December 31, 1996, and the
number of Accumulation Units outstanding at December 31,
1996:

<TABLE>
<CAPTION>
(IN DOLLARS) NUMBER OF
--------------------------------------------- ACCUMULATION
ACCUMULATION ACCUMULATION ACCUMULATION UNITS
UNIT BEGINNING UNIT VALUE UNIT VALUE OUTSTANDING
SUB-ACCOUNT VALUE AT 12/31/95 AT 12/31/96 12/31/96
------------------------- --------------- --------------- ----------- ----------------
<C> <S> <C> <C> <C> <C>
Alger American Growth
Portfolio 10.00 12.385784 13.855323 94,174
Alger American Leveraged
AllCap Portfolio 10.00 13.895178 15.364036 25,272
Alger American MidCap
Growth Portfolio 10.00 13.106537 14.473761 51,632
Alger American Small Cap
Portfolio 10.00 13.092181 13.460941 97,173
Fidelity VIP Equity-
Income Portfolio 10.00 12.128673 13.679456 133,553
Fidelity VIP Money Market
Portfolio 10.00 10.245402 10.658014 10,588
Fidelity VIP High Income
Portfolio 10.00 * 10.802349 26,114
Fidelity VIP Overseas
Portfolio 10.00 * 10.614394 11,164
Fidelity VIP II Asset
Manager Portfolio 10.00 11.280365 12.758423 39,293
Fidelity VIP II
Investment Grade Bond
Portfolio 10.00 10.541110 10.734479 15,245
MFS Total Return Series 10.00 11.003903 12.420693 52,465
MFS Utilities Series 10.00 11.365171 13.292608 7,641
MFS World Governments
Series 10.00 10.277969 10.552213 3,787
AMT Balanced Portfolio 10.00 10.269633 10.832872 18,307
AMT Limited Maturity Bond
Portfolio 10.00 10.547360 10.857343 6,716
AMT Partners Portfolio 10.00 12.122020 15.500823 60,560
OCC Global Equity
Portfolio 10.00 11.758951 13.347358 35,443
OCC Managed Portfolio 10.00 11.143831 13.502565 176,181
OCC Small Cap Portfolio 10.00 10.855343 12.718827 17,578
<FN>
* Had not commenced operations as of December 31, 1995
</TABLE>

THE COMPANY AND THE VARIABLE ACCOUNT

11
<PAGE>
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 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, account fees, mortality and expense risk
charges, administrative expense charges and any applicable
taxes will, in effect, be made by redeeming the number of
Fund shares at their net asset value equal in total value to
the amount to be deducted. The Variable Account will
purchase and redeem Fund shares on an aggregate basis and
will be fully invested in Fund shares at all times.

THE FUNDS

Each of the nineteen Sub-Accounts of the Variable Account is
invested solely in shares of one of the nineteen 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 ("Fidelity Trust"), 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;

12
<PAGE>
MFS-Registered Trademark- Variable Insurance Trust ("MFS
Trust"), managed by Massachusetts Financial Services
Company and distributed by MFS Fund Distributors, Inc.,
500 Boylston Street, Boston, MA 02116;

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

OCC Accumulation Trust ("OCC Trust") (formerly Quest for
Value Accumulation Trust), managed by OpCap Advisors
(formerly Quest for Value Advisors) and distributed by
OCC Distributors (formerly 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.

Four Funds of FIDELITY Trust are available under the
Contracts:
Equity-Income Portfolio ("Fidelity Equity-Income
Portfolio");
Money Market Portfolio ("Fidelity Money Market
Portfolio");
High Income Portfolio ("Fidelity High Income
Portfolio");
Overseas Portfolio ("Fidelity Overseas Portfolio").

Two Funds of FIDELITY Trust II are available under the
Contracts:

Asset Manager Portfolio ("Fidelity Asset Manager
Portfolio");
Investment Grade Bond Portfolio ("Fidelity Investment
Grade 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 AMT Trust are available under the Contracts:
Balanced Portfolio;
Limited Maturity Bond Portfolio;
Partners Portfolio.

Three Funds of OCC Trust are available under the Contracts:
Global Equity Portfolio;
Managed Portfolio;
Small Cap Portfolio.

The investment advisory fees charged the Funds by their
advisers are shown in the Fee Table at pages 8 and 9 of this
Prospectus.

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

ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): 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 (Large Cap
Stocks): 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.

13
<PAGE>
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Small Cap Stocks):
Seeks long-term capital appreciation by investing in a
diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the S & P MidCap 400 Index.

ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
Stocks): Seeks long-term capital appreciation by investing
in a diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the Russell 2000 Growth Index.

FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return):
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 INVESTMENT GRADE BOND PORTFOLIO (Fixed Income --
Intermediate Term Bonds): 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.

FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
reasonable income by investing primarily in income-producing
equity securities, with some potential for capital
appreciation, seeking a yield that exceeds the composite
yield on the securities comprising the Standard and Poor's
Composite Index of 500 Stocks.

FIDELITY MONEY MARKET PORTFOLIO (Money Market): 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.

FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
high current income by investing mainly in high yielding
debt securities, with an emphasis on lower quality
securities.

FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
long term growth of capital by investing mainly in foreign
securities.

MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
primarily to obtain above-average income, (compared to a
portfolio invested entirely 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 (Specialty): Seeks capital growth and
current income (income above that available from a portfolio
invested entirely in equity securities), by investing, under
normal circumstances, at least 65% of its assets in equity
and debt securities of utility companies.

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

AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
long-term capital growth and reasonable current income
without undue risk to principal.

AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
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.

14
<PAGE>
designed to increase capital with reasonable risk. Its
investment program seeks securities believed to be
undervalued based on strong fundamentals such as low price-
to-earnings ratios, consistent cash flow, and support from
asset values.

OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
long-term capital appreciation through a global investment
strategy primarily involving equity securities.

OCC MANAGED PORTFOLIO (Balanced or Total Return): 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.

OCC SMALL CAP PORTFOLIO (Small Cap Stocks): 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, Fidelity High
Income Portfolio, Fidelity Overseas Portfolio, MFS Total
Return Series, MFS Utilities Series, MFS World Governments
Series, OCC Global Equity Portfolio, OCC Managed Portfolio,
and the OCC Small Cap Portfolio funds may invest in
non-investment grade, high yield, high-risk debt securities
(commonly referred to as "junk bonds"), as detailed in the
individual Fund prospectuses.

GENERAL

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

SUBSTITUTION OF SECURITIES

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

VOTING RIGHTS

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

15
<PAGE>
The number of shares which a person has a right to vote will
be determined as of a date to be chosen by the Company not
more than sixty (60) days prior to the meeting of the
particular Trust. Voting instructions will be solicited by
written communication at least fourteen (14) days prior to
the meeting.

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

PREMIUM PAYMENTS AND CONTRACT VALUE

PREMIUM PAYMENTS

The Contracts may be purchased under a flexible premium
payment plan. Premium Payments are payable in the frequency
and in the amount selected by the Owner. The initial Premium
Payment is due on the Effective Date. It must be at least
$2,000. 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
order to purchase or Premium Payment. A Premium Payment in
excess of $1 million requires preapproval by the Company.

The Company may, at its sole discretion, offer special
premium payment programs and/ or waive the minimum payment
requirements.

The 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 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 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 Annuity &
Variable Life Services Center. A change will be effective
for payments received on or after receipt of the written
notice of change.

Any Premium Payment at the time of any allocation may be
allocated to a single or multiple sub-accounts in whole
precentages (e.g., 12%). No allocation can be made which
would result in a Variable Account Sub-Account of less than
$50 or a Fixed

16
<PAGE>

Account Sub-Account value of less than $2,000. Further, at
this time, no more than 18 Fixed Account and Variable
Account Sub-Accounts may be opened during the life of the
Contract. The Company may expand this number at a future
date.

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

For initial Premium Payments, if the application or order to
purchase 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 or order to purchase 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 or
order to purchase 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 or order to purchase 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.

OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS

The Contract Owner may elect to enroll in either of the
following programs. However, both programs cannot be in
effect at the same time.

DOLLAR COST AVERAGING

Dollar Cost Averaging is a program which, if elected by the
Contract Owner, systematically allocates specified dollar
amounts from the Money Market Sub-Account or the One-Year
Fixed Account Sub-Account to one or more of the Contract's
Variable Account Sub-Accounts at regular intervals as
selected by the Contract Owner. By allocating on a regularly
scheduled basis as opposed to allocating the total amount at
one particular time, an Owner may be less susceptible to the
impact of market fluctuations.

Dollar Cost Averaging may be selected by establishing a
Money Market Sub-Account of at least $1,000 or the One-Year
Fixed Account Sub-Account value of at least $2,000. The
minimum amount per month to allocate is $50 (subject to the
18 Sub-Account limitation described under "Allocation of
Premium Payments" above). Enrollment in this program may
occur at any time by calling or writing the Annuity &
Variable Life Services Center or by providing the
information requested on the Dollar Cost Averaging election
form to the Company and ensuring that sufficient value is in
the Money Market Sub-Account or the One-year Fixed Account
Sub-Account. Transfers to any Fixed Account Sub-Account or
from a Fixed Account Sub-Account other than the One-Year
Fixed Account 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.

17
<PAGE>
(3) the Owner requests termination by telephone or in
writing and such request is received at least one week prior
to the next scheduled transfer date to take effect that
month; or (4) the Contract is surrendered.

The Dollar Cost Averaging program is not available following
the Annuity Date. There is no current charge for Dollar Cost
Averaging but the Company reserves the right to charge for
this program.

AUTOMATIC REBALANCING

Automatic Rebalancing is an option which, if elected by the
Contract Owner, periodically restores to a pre-determined
level the percentage of Contract Value allocated to each
Variable Account Sub-Account (e.g. 20% Money Market, 50%
Growth, 30% Utilities). This pre-determined level will be
the allocation initially selected when the Contract was
purchased, unless subsequently changed. The Automatic
Rebalancing allocation may be changed at any time by
submitting a request to the Company.

If Automatic Rebalancing is elected, all Net Premium
Payments allocated to the Variable Account Sub-Accounts must
be subject to Automatic Rebalancing. The Fixed Account
Sub-Account is not available for Automatic Rebalancing.

Automatic Rebalancing may take place on either a quarterly,
semi-annual or annual basis, as selected by the Owner. Once
the rebalancing option is activated, any Variable Account
Sub-Account transfers executed outside of the rebalancing
option will terminate the Automatic Rebalancing option. Any
subsequent premium payment or withdrawal that modifies the
net account balance within each Variable Account Sub-Account
may also cause termination of the Automatic Rebalancing
option. Any such termination will be confirmed to the Owner.
The Owner may terminate the Automatic Rebalancing option or
re-enroll at any time by calling or writing the Annuity &
Variable Life Services Center.

The Automatic Rebalancing program is not available following
the Annuity Date. There is no current charge for Automatic
Rebalancing but the Company reserves the right to charge for
this program.

CONTRACT VALUE

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

ACCUMULATION UNIT

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

The Net Investment Factor for any Variable Account
Sub-Account for any Valuation Period is determined by
dividing (a) by (b) and then subtracting (c) from the
result, where:

(A) is the net result of:

(1)the net asset value (as described in the prospectus
for the Fund) of a Fund share held in the Variable
Account Sub-Account determined as of the end of the
Valuation Period, plus

18
<PAGE>
(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:

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 withdrawn or 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 Account Fee will be deducted before application of the
Contingent Deferred Sales Charge. The charge is not imposed
on any death benefit paid or upon amounts applied to an
annuity option.

An Owner may, during each Contract Year, withdraw up to
fifteen percent (15%) of Premium Payments, or any remaining
portion thereof, without incurring a Contingent Deferred
Sales Charge. The earliest Premium Payments remaining in the
Contract will be deemed withdrawn first under this Fifteen
Percent Free provision. No Contingent Deferred Sales Charge
will be deducted on withdrawals from Premium Payments which
have been held under the Contract for more than seven (7)
Contract Years or from annuity payments. The Company may
also eliminate or reduce the Contingent Deferred Sales
Charge under the Company procedures then in effect.

19
<PAGE>
For a partial withdrawal, unless the Owner designates
otherwise, the Contingent Deferred Sales Charge will be
deducted proportionately from the Sub-Account(s) from which
the withdrawal is to be made by cancelling Accumulation
Units from each applicable Sub-Account in the ratio that the
value of each Sub-Account bears to the total of the values
of the Sub-Accounts from which the partial withdrawal is
made. If the value(s) of such Sub-Account(s) are
insufficient, the amount payable on the withdrawal will be
net of any remaining Contingent Deferred Sales Charges
unless the Owner and the Company agree otherwise.

Commissions of up to 6.75% will be paid to broker-dealers
who sell the Contracts, and the Company will incur other
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.

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
1.25%* of the average daily net assets of the Variable
Account (consisting of approximately .75% 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 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.

* For New York Contracts issued before May 1, 1996, see
Appendix I.

ADMINISTRATIVE EXPENSE CHARGE

The Company deducts on each Valuation Date an Administrative
Expense Charge which is equal, on an annual basis, to 0.15%*
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.

* For New York Contracts issued before May 1, 1996, see
Appendix I.

ACCOUNT FEE

The Company deducts an annual Account Fee of $30 from the
Annuity Account Value on the last Valuation Date of each
Contract Year. This charge, like the Administrative Expense
Charge, is to reimburse the Company for a portion of its
administrative expenses (see above). Prior to the Annuity

20
<PAGE>

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 Account Fee will be prorated at the time of
surrender or annuitization. On and after the Annuity Date,
the 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 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.

PREMIUM TAX EQUIVALENTS

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

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.

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.

TRANSFER FEE

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

21
<PAGE>
OTHER CONTRACT FEATURES

OWNERSHIP

The Owner has all rights and may receive all benefits under
the Contract. The Owner may change the Owner at any time. If
the Owner dies, a death benefit will be paid to the
Beneficiary upon proof of the Owner's death. If the Owner is
a corporation, partnership or other non-natural person, the
death benefit is paid upon receipt of due proof of the
Annuitant's death. A change of Owner will automatically
revoke any prior designation of Owner. A request for change
must be: (1) made in writing; and (2) received by the
Company at its Annuity & Variable Life Services Center. The
change will become effective as of the date the written
request is signed. A new designation of Owner will not apply
to any payment made or action taken by the Company prior to
the time it was received.

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

ASSIGNMENT

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

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

BENEFICIARY

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

CHANGE OF BENEFICIARY

The Owner may change a Beneficiary by filing a written
request with the Company at its Annuity & Variable Life
Services 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 Annuity & Variable Life
Services Center after the Annuitant or Owner, as applicable,
dies but before any payment is made, the change will be
valid. The Company will not be liable for any payment made
or action taken before it records the change.

ANNUITANT

The Annuitant must be a natural person. The maximum age of
the Annuitant on the Effective Date is 85 years old. The
Annuitant may be changed at any time prior to the Annuity
Date. Joint Annuitants are allowed at the time of
annuitization only, if the Company chooses to make a joint
and survivor annuity payment option available in

22
<PAGE>
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 Owner may transfer all or
part of the Annuity Account Value in a Sub-Account to
another Sub-Account without the imposition of any fee or
charge if there have been no more than twelve transfers made
in the Contract Year. For additional transfers, the Company
reserves the right to deduct a transfer fee of up to $10
(See "Charges and Deductions -- Transfer Fee"). This
Contract is not designed for professional market timing
organizations or other entities using programmed and
frequent transfers.

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

All transfers are subject to the following:

A. The deduction of any transfer fee that may be imposed.
The transfer fee will be deducted from the amount which
is transferred if the entire amount in the Sub-Account is
being transferred, otherwise from the Sub-Account from which
the transfer is made.

B. The minimum amount which may be transferred is the lesser
of (i) $2,000 per Fixed Account Sub-Account or $50 per
Variable Account Sub-Account. (The Company, at its sole
discretion may waive these minimum requirements); or (ii)
the Owner's entire interest in the Sub-Account.

C. No partial transfer will be made if the Owner's remaining
Contract Value in the Sub-Account will be less than $50.

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 are not
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 (other than transfers pursuant to the
Dollar Cost Averaging program) 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.

23
<PAGE>
J. After the Annuity Date, transfers may not take place
between a Fixed Annuity Option and a Variable Annuity
Option.

K. The Company reserves the right to reject any premium
allocation or transfer which would cause the Fixed
Account Sub-Account values in aggregate to exceed then
current Company limits.

Transfers between Sub-Accounts may be made by calling or
writing the Annuity & Variable Life Services Center.
Transfer requests must be received prior to 4:00 pm Eastern
Time in order to be effective that day.

Transfers between any Sub-Accounts may be suspended or
postponed during any period in which the New York Stock
Exchange is closed or has suspended trading.

PROCEDURES FOR TELEPHONE TRANSFERS

Owners may effect telephone transfers by calling the Annuity
& Variable Life Services Center.

The Company will take the following procedures to confirm
that instructions communicated by telephone are genuine.
Before a service representative accepts any request, the
caller will be asked for specific information to validate
the request. All calls will be recorded. All transactions
performed will be confirmed by the Company in writing. The
Company is not liable for any loss, cost or expense for
acting on telephone instructions which are believed to be
genuine in accordance with these procedures.

SURRENDERS AND PARTIAL WITHDRAWALS

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

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

A. any applicable premium tax equivalents not previously
deducted;

B. any applicable Account Fee;

C. any applicable Contingent Deferred Sales Charge; and

in the case of partial withdrawals, by the sum: of A and C
above.

24
<PAGE>
DELAY OF PAYMENTS AND TRANSFERS

The Company reserves the right to suspend or postpone
payments or transfers for any period when:

1. the New York Stock Exchange is closed (other than
customary weekend and holiday closings);

2. trading on the New York Stock Exchange is restricted;

3. an emergency exists as a result of which disposal of
securities held in the Variable Account is not reasonably
practicable or it is not reasonably practicable to determine
the value of the Variable Account's net assets; or

4. during any other period when the Commission, by order, so
permits for the protection of Owners.

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

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

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

DEATH OF THE OWNER BEFORE THE ANNUITY DATE

In the event of death of the Owner (or the Annuitant, if the
Owner is a non-natural person) prior to the Annuity Date, a
death benefit is payable to the Beneficiary designated by
the Owner. The value of the death benefit will be determined
as of the Valuation Period next following the date both due
proof of death (a certified copy of the Death Certificate)
and a payment election are received by the Company. The
value of the death benefit is determined as of the effective
date of the death benefit election (see "Election and
Effective Date of Election") and is equal to the greatest of
(a) Premium Payments made, less partial withdrawals; (b) the
Annuity Account Value or (c) the Purchasers' Annuity Account
Value on the Seven Year Anniversary immediately preceding
the date that the death benefit election is effective or is
deemed to become effective, adjusted for any subsequent
Premium Payments and partial withdrawals and charges. If the
death benefit is payable after the Owner's (or Annuitant's)
85th birthday, the amount payable will be the greater of (a)
or (b) above. 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

25
<PAGE>
3. payment in accordance with one of the settlement options
under the Contract (see "Annuity Provisions -- Annuity
Options"); or

4. if the designated Beneficiary is the Owner's spouse,
he/she can continue the Contract in his/her own name.

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

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

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

DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE

If the Annuitant dies prior to the Annuity Date and the
Annuitant is different from the Owner, the Owner, if a
natural person, may designate a new Annuitant. Unless and
until one is designated, the Owner will be the Annuitant. If
the Owner is not a natural person, then the death benefit,
valued as described in "Death of the Owner before the
Annuity Date", is paid on due proof of the Annuitant's
death.

DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE

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

CHANGE IN OPERATION OF VARIABLE ACCOUNT

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

26
<PAGE>
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,
Account Fees, mortality and expense risk charges,
administrative expense charges, the tables used in
determining the amount of the first monthly fixed annuity
payment, and the formula used to calculate the Market Value
Adjustment, provided that such modification shall apply only
to Contracts established after the effective date of such
modification. In order to exercise its modification rights
in these particular instances, the Company must notify the
Owner of such modification in writing. All of the charges
and the annuity tables which are provided in the Contracts
prior to any such modification will remain in effect
permanently, unless improved by the Company, with respect to
Contracts established prior to the effective date of such
modification.

DISCONTINUANCE

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

ANNUITY PROVISIONS

ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

The Owner selects an Annuity Date at the time of application
or order to purchase. The Owner may, upon at least
forty-five (45) 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 85th birthday.

The Owner may, upon at least forty-five (45) days prior
written notice to the Company, at any time prior to the
Annuity Date, select and/or change the Annuity Option.

ANNUITY OPTIONS

Instead of having the proceeds paid in one sum, the Owner
may select one of the Annuity Options. These may be on a
fixed or variable basis, or a combination thereof. The
Annuity Option must be selected at least 30 days prior to
the Annuity Date. The Company may, at the time of election
of an Annuity Option, offer more favorable rates in lieu of
those guaranteed. The Company also may make available other
settlement options. The Company uses sex distinct or unisex
annuity rate tables when determining appropriate annuity
payments.

FIXED OPTIONS

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

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

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

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

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

VARIABLE OPTIONS

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

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

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

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

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.

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the assumed net investment rate, discussed above, of 3% per
annum which is built into the annuity rate table. It may
increase or decrease from Valuation Period to Valuation
Period.

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

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

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

OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
payments are paid for a number of years selected, not less
than five or more than thirty years.

After the Annuity Date, the payee may, by written request to
the Annuity & Variable Life Services 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

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

The initial Premium Payment and any subsequent Premium
Payment(s) will be allocated to Sub-Accounts available in
connection with the Fixed Account to the extent elected by
the Owner at the time such Premium 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

29
<PAGE>
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 or transferred out of 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.

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

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The Company will notify the Owner in writing 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 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, Account Fees, Market Value
Adjustment, premium taxes or other fees. Amounts transferred
out of a Fixed Account Sub-Account prior to the end of the
Guaranteed Period will be subject to the Market Value
Adjustment.

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

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.

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The MVA is computed by applying the following formula:

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

where:

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

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

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

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

DISTRIBUTION OF THE CONTRACTS

CIGNA Financial Advisors, Inc. ("CFA"), located at 900
Cottage Grove Road, Bloomfield, CT, 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 and
a member of the National Association of Securities Dealers
(NASD), 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

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<PAGE>
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 Account Fee.

OTHER VARIABLE ACCOUNT SUB-ACCOUNTS

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

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

PERFORMANCE RANKING OR RATING

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

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<PAGE>

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 MATTERS

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

GENERAL

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

For annuity payments, the taxable portion is determined by a
formula which establishes the ratio that the cost basis of
the Contract bears to the total value of annuity payments
for the term of the Contract. The taxable portion is taxed
at ordinary income rates. For certain types of Qualified
Plans there may be no cost basis in the Contract within the
meaning of Section 72 of the Code. Owners, Annuitants and
Beneficiaries under the Contracts should seek competent
financial advice about the tax consequences of any
distributions.

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

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<PAGE>
provision which provides that annuity contracts such as the
Contracts meet the diversification requirements if, as of
the end of each quarter, the underlying assets meet the
diversification standards for a regulated investment company
and no more than fifty-five percent (55%) of the total
assets consist of cash, cash items, U.S. government
securities and securities of other regulated investment
companies.

Treasury Department regulations (Treas. Reg. 1.817-5)
established diversification requirements for the investment
portfolios underlying variable contracts such as the
Contracts. The regulations amplify the diversification
requirements for variable contracts set forth in the Code
and provide an alternative to the safe harbor provision
described above. Under the regulations, an investment
portfolio will be deemed adequately diversified if: (1) no
more than 55% of the value of the total assets of the
portfolio is represented by any one investment; (2) no more
than 70% of the value of the total assets of the portfolio
is represented by any two investments; (3) no more than 80%
of the value of the total assets of the portfolio is
represented by any three investments; and (4) no more than
90% of the value of the total assets of the portfolio is
represented by any four investments.

The Code provides that for purposes of determining whether
or not the diversification standards imposed on the
underlying assets of variable contracts by Section 817(h) of
the Code have been met, "each United States government
agency or instrumentality shall be treated as a separate
issuer."

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

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

DISTRIBUTION REQUIREMENTS

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

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<PAGE>
MULTIPLE CONTRACTS

The Code provides that multiple non-qualified annuity
Contracts which are issued during a calendar year to the
same Owner by one company or its affiliates are treated as
one annuity Contract for purposes of determining the tax
consequences of any distribution. Such treatment may result
in adverse tax consequences, including more rapid taxation
of the distributed amounts from such combination of
Contracts. Owners should consult a tax adviser prior to
purchasing more than one nonqualified annuity Contract in
any single calendar year.

TAX TREATMENT OF ASSIGNMENTS

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

WITHHOLDING

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

SECTION 1035 EXCHANGES

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

TAX TREATMENT OF WITHDRAWALS --
NON-QUALIFIED CONTRACTS

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

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

QUALIFIED PLANS

The Contracts offered by this Prospectus are designed to be
suitable for use under various types of Qualified Plans.
Because of the minimum purchase payment

36
<PAGE>
requirements, these Contracts may not be appropriate for
some periodic payment retirement plans. Taxation of
participants in each Qualified Plan varies with the type of
plan and terms and conditions of each specific plan. Owners,
Annuitants and Beneficiaries are cautioned that benefits
under a Qualified Plan may be subject to the terms and
conditions of the plan regardless of the terms and
conditions of the Contracts issued pursuant to the plan.
Although the Company provides administration for the
Contract, it does not provide administrative support for
Qualified Plans. Following are general descriptions of the
types of Qualified Plans with which the Contracts may be
used. Such descriptions are not exhaustive and are for
general informational purposes only. The tax rules regarding
Qualified Plans are very complex and will have differing
applications, depending on individual facts and
circumstances. Each purchaser should obtain competent tax
advice prior to purchasing a Contract issued in connection
with a Qualified Plan.

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

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.

37
<PAGE>
DEFERRED COMPENSATION PLANS

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

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

TAX TREATMENT OF WITHDRAWALS --
QUALIFIED CONTRACTS

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

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

FINANCIAL STATEMENTS

Audited financial statements of the Company as of December
31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 are included in the Statement
of Additional Information, as are audited financial
statements for the Variable Account, which commenced
operations April 10, 1995, as of and for the periods (as
defined in the financial statements) ended December 31,
1996.

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.

38
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES.......... 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
ADMINISTRATION.................................. 7
ACCOUNT INFORMATION............................. 7

<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
DISTRIBUTION OF THE CONTRACTS................... 7
CUSTODY OF ASSETS............................... 7
HISTORICAL PERFORMANCE DATA..................... 8
Money Market Sub-Account Yield................ 8
Other Sub-Account Yields...................... 8
Total Returns................................. 9
Other Performance Data........................ 9
LEGAL MATTERS................................... 10
LEGAL PROCEEDINGS............................... 10
EXPERTS......................................... 10
FINANCIAL STATEMENTS............................ 10
Connecticut General Life Insurance Company.... 11
CG Variable Annuity Separate Account II....... 33
APPENDIX I...................................... 55
Variable Account Unit Value Sample
Calculations for New York Contracts Issued
Before May 1, 1996........................... 55
</TABLE>

39
<PAGE>
PART A. PROSPECTUS NO. 2
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

[LOGO]
CG VARIABLE ANNUITY SEPARATE ACCOUNT II

<TABLE>
<S> <C> <C> <C>
HOME OFFICE LOCATION: MAILING ADDRESS: LOCKBOX ADDRESS: BY MAIL: LOCKBOX ADDRESS: BY OVERNIGHT:
900 COTTAGE GROVE ROAD CIGNA INDIVIDUAL INSURANCE CONNECTICUT GENERAL LIFE CONNECTICUT GENERAL LIFE
HARTFORD, CT 06152 ANNUITY & VARIABLE LIFE INSURANCE COMPANY INSURANCE COMPANY
SERVICES P.O. BOX 30790 C/O FLEET BANK
CENTER: ROUTING S-249 HARTFORD, CT 06150 20 CHURCH STREET
HARTFORD, CT 06152 - 2249 20TH FLOOR, MSN275
HARTFORD, CT 06120
ATTN: LOCKBOX 30790
TELEPHONE: (800) (552-9898)
</TABLE>

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

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

The following funding options are available under a Contract: Through the
Variable Account, the Company offers nineteen 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, Money Market Portfolio, High
Income Portfolio and Overseas Portfolio; Fidelity Variable Insurance Products
Fund II -- Investment Grade Bond Portfolio and Asset Manager Portfolio;
MFS-Registered Trademark- 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; OCC 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, 1997, available at no charge by calling or
writing the Company's Annuity & Variable Life Services Center as shown above,
provides further information. Its table of contents is at the end of this
prospectus.

PROSPECTUS DATED: MAY 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
DEFINITIONS.................................... 3
HIGHLIGHTS..................................... 5
FEES AND EXPENSES.............................. 7
CONDENSED FINANCIAL INFORMATION................ 11
THE COMPANY AND THE VARIABLE ACCOUNT........... 12
THE FUNDS...................................... 12
General...................................... 15
Substitution of Securities................... 15
Voting Rights................................ 16
PREMIUM PAYMENTS AND CONTRACT VALUE............ 16
Premium Payments............................. 16
Allocation of Premium Payments............... 16
Optional Variable Account Sub-Account
Allocation Programs......................... 17
Dollar Cost Averaging........................ 17
Automatic Rebalancing........................ 18
Contract Value............................... 19
Accumulation Unit............................ 19
CHARGES AND DEDUCTIONS......................... 19
Contingent Deferred Sales Charge (Sales
Load)....................................... 19
Mortality and Expense Risk Charge............ 20
Administrative Expense Charge................ 21
Account Fee.................................. 21
Premium Tax Equivalents...................... 21
Income Taxes................................. 21
Fund Expenses................................ 22
Transfer Fee................................. 22
Optional Death Benefit....................... 22
OTHER CONTRACT FEATURES........................ 24
Ownership.................................... 24
Assignment................................... 24
Beneficiary.................................. 24
Change of Beneficiary........................ 24
Annuitant.................................... 25
Transfer of Contract Values between Sub-
Accounts.................................... 25
Procedures for Telephone Transfers........... 26
Surrenders and Partial Withdrawals........... 26
Delay of Payments and Transfers.............. 26
Death of the Contract Owner before the
Annuity Date................................ 27
Death of the Annuitant before the Annuity
Date........................................ 28

<CAPTION>
CONTENTS PAGE
<S> <C>

Death of the Annuitant after
the Annuity Date 28
Change in Operation of Variable Account...... 28
Modification................................. 28
Discontinuance............................... 29
ANNUITY PROVISIONS............................. 29
Annuity Date; Change in Annuity Date and
Annuity Option.............................. 29
Annuity Options.............................. 29
Fixed Options................................ 29
Variable Options............................. 30
Evidence of Survival......................... 31
Endorsement of Annuity Payments.............. 31
THE FIXED ACCOUNT.............................. 31
Market Value Adjustment...................... 33
DISTRIBUTION OF THE CONTRACTS.................. 34
PERFORMANCE DATA............................... 34
Money Market Sub-Account..................... 34
Other Variable Account Sub-Accounts.......... 34
Performance Ranking or Rating................ 35
TAX MATTERS.................................... 35
General...................................... 35
Diversification.............................. 36
Distribution Requirements.................... 37
Multiple Contracts........................... 37
Tax Treatment of Assignments................. 37
Withholding.................................. 38
Section 1035 Exchanges....................... 38
Tax Treatment of Withdrawals Non-Qualified
Contracts................................... 38
Qualified Plans.............................. 38
Section 403(b) Plans......................... 39
Individual Retirement Annuities.............. 39
Corporate Pension and Profit-Sharing Plans
and H.R. 10 Plans........................... 39
Deferred Compensation Plans.................. 39
Tax Treatment of Withdrawals Qualified
Contracts................................... 40
FINANCIAL STATEMENTS........................... 40
LEGAL PROCEEDINGS.............................. 40
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION........................ 41
APPENDIX I..................................... 42
Illustration of Cost of Optional Death
Benefits.................................... 42
</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.

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

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

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

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 Annuity & Variable Life
Services 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.

PAYEE: A recipient of payments under the Contract.

PREMIUM PAYMENT: Any amount paid to the Company cleared in
good funds as consideration for the benefits provided by the
Contract. 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.

4
<PAGE>
SURRENDER (OR WITHDRAWAL): When a lump sum amount
representing all or part of the Annuity Account Value (minus
any applicable withdrawal charges, contract fees, and
premium tax equivalents and adjusted for any Market Value
Adjustment) 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 or to receive a partial
withdrawal.

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.

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 Annuity & Variable Life Services Center.

The Contract may be returned within 10 days after it is
received, longer in some states. 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 or order to purchase, unless
state law requires a refund of Premium Payments rather than
of Annuity Account Value.

5
<PAGE>
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, during each Contract Year,
withdraw 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 1.20% 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 -- Mortality and
Expense Risk Charge"), other than the Optional Death Benefit
risk (See "Charges and Deductions -- 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 --
Administrative Expense Charge").

There is an annual 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 -- Account Fee").

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

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 -- 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 -- Transfer Fee").

(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

6
<PAGE>
pursuant to plans qualified under Code Section 401, 403(b),
408 or 457. (See "Tax Matters -- Tax Treatment of
Withdrawals -- Qualified Contracts.") For a further
discussion of the taxation of the Contracts, see "Tax
Matters."

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.

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, during each Contract Year, withdraw up to
2-3 5% 15% of Premium Payments made, or the remaining portion thereof,
3-4 4% without incurring a Contingent Deferred Sales Charge.
4-5 3%
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.

Account Fee......... $35 per Contract Year

- Waived if Annuity Account Value at the end of the Contract Year
is $100,000 or more. 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 "Charges and Deductions -- Optional Death
Benefit.")
</TABLE>

VARIABLE ACCOUNT ANNUAL EXPENSES

<TABLE>
<S> <C> <C>
(as a percentage of average account
value)

Mortality and Expense Risk Charge....... 1.20%
Administrative Expense Charge........... 0.10%
---
Total Variable Account Annual 1.30%
Expenses................................
</TABLE>

7
<PAGE>
EXPENSE DATA

FEE TABLE

<TABLE>
<CAPTION>
ALGER AMERICAN FUND
------------------------------------------- FIDELITY VARIABLE INSURANCE
ALGER ALGER PRODUCTS FUNDS
ALGER AMERICAN AMERICAN ALGER ----------------------------------------------------------------
AMERICAN LEVERAGED MIDCAP AMERICAN ASSET EQUITY INVESTMENT MONEY HIGH
GROWTH ALLCAP GROWTH SMALL CAP MANAGER INCOME GRADE BOND MARKET INCOME OVERSEAS
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO FUND PORTFOLIO
-------- --------- -------- --------- ------- --------- ---------- --------- ------ --------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SEPARATE
ACCOUNT
ANNUAL
EXPENSES
Mortality
and
Expense
Risk
Charge... 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20%
Administrative
Expense
Charge... 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%
Total
Separate
Account
Annual
Expenses... 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%
FUND
PORTFOLIO
ANNUAL
EXPENSES
Management
Fees... 0.75% 0.85% 0.80% 0.85% 0.71% 0.51% 0.45% 0.24% 0.60% 0.76%
Other
Expenses... 0.10% 0.71% 0.10% 0.07% 0.08% 0.10% 0.14% 0.09% 0.11% 0.15%
Total
Fund
Portfolio
Annual
Expenses... 0.85% 1.56%(1) 0.90% 0.92% 0.79%(2) 0.61% 0.59% 0.33% 0.71%(2) 0.91%
</TABLE>

- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
is .06% of interest expense. Absent reimbursements, the amounts of Other
Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
the Alger American Leveraged AllCap Portfolio.

(2) A portion of the brokerage commissions the Fund paid was used to reduce its
expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
Income Portfolio. (note -- there were brokerage commissions paid but it did
not affect the ratio.)

8
<PAGE>

The table does not reflect the deductions for the annual $35 Account Fee,
charges for any Optional Death Benefits selected, or premium tax equivalents.
The information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.

<S> <C> <C> <C> <C> <C> <C> <C> <C>
1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20% 1.20%

0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10% 0.10%

1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30% 1.30%

0.75% 0.75% 0.75% 0.85% 0.65% 0.85% 0.80% 0.80% 0.80%
0.25% 0.25% 0.25% 0.19% 0.10% 0.30% 0.45% 0.14% 0.20%

1.00%(3) 1.00%(3) 1.00%(4) 1.04% 0.75% 1.15% 1.25%(6) 0.94%(6) 1.00%(6)
</TABLE>

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

(3) 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, 1996, 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 2.02% and 2.77%, respectively, for the
Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
Series.

(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust.
Expenses in the table reflect expenses of the Portfolios and include each
Portfolio's pro rata portion of the operating expenses of each Portfolio's
corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
("NBMI") an administration fee based on the Portfolios' net asset value.
Each portfolio's corresponding Series pays NBMI a management fee based on
the Series' average daily net assets. Accordingly, this table combines
management fees at the Series level and administration fees at the Portfolio
level in a unified fee rate. See "Expenses" in the Trust's Prospectus.

9
<PAGE>
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..................... $ 83 $ 114 $ 148 $ 262
Alger Leveraged AllCap Portfolio......................... $ 89 $ 133 $ 180 $ 324
Alger MidCap Growth Portfolio............................ $ 83 $ 113 $ 147 $ 260
Alger Growth Portfolio................................... $ 82 $ 112 $ 144 $ 254
Fidelity VIP Equity-Income Portfolio..................... $ 80 $ 105 $ 132 $ 230
Fidelity VIP Money Market Portfolio...................... $ 77 $ 96 $ 118 $ 200
Fidelity VIP High Income Portfolio....................... $ 81 $ 108 $ 137 $ 240
Fidelity VIP Overseas Portfolios......................... $ 83 $ 114 $ 147 $ 261
Fidelity VIP II Investment Grade Bond Portfolio.......... $ 79 $ 104 $ 131 $ 227
Fidelity VIP II Asset Manager Portfolio.................. $ 81 $ 110 $ 141 $ 248
MFS Total Return Series.................................. $ 84 $ 116 $ 152 $ 270
MFS Utilities Series..................................... $ 84 $ 116 $ 152 $ 270
MFS World Governments Series............................. $ 84 $ 116 $ 152 $ 270
AMT Balanced Portfolio................................... $ 84 $ 118 $ 154 $ 274
AMT Limited Maturity Bond Portfolio...................... $ 81 $ 109 $ 139 $ 244
AMT Partners Portfolio................................... $ 85 $ 121 $ 159 $ 285
OCC Global Equity Portfolio.............................. $ 86 $ 124 $ 164 $ 295
OCC Managed Portfolio.................................... $ 83 $ 115 $ 149 $ 264
OCC Small Cap Portfolio.................................. $ 84 $ 116 $ 152 $ 270
</TABLE>

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

<TABLE>
<S> <C> <C> <C> <C>
Alger Small Capitalization Portfolio..... $ 23 $ 71 $ 122 $ 262
Alger Leveraged AllCap Portfolio......... $ 30 $ 91 $ 154 $ 324
Alger MidCap Growth Portfolio............ $ 23 $ 71 $ 121 $ 260
Alger Growth Portfolio................... $ 22 $ 69 $ 119 $ 254
Fidelity VIP Equity-Income Portfolio..... $ 20 $ 62 $ 106 $ 230
Fidelity VIP Money Market Portfolio...... $ 17 $ 53 $ 92 $ 200
Fidelity VIP High Income Portfolio....... $ 21 $ 65 $ 112 $ 240
Fidelity VIP Overseas Portfolios......... $ 23 $ 71 $ 122 $ 261
Fidelity VIP II Investment Grade Bond
Portfolio............................... $ 20 $ 61 $ 105 $ 227
Fidelity VIP II Asset Manager
Portfolio............................... $ 22 $ 68 $ 116 $ 248
MFS Total Return Series.................. $ 24 $ 74 $ 126 $ 270
MFS Utilities Series..................... $ 24 $ 74 $ 126 $ 270
MFS World Governments Series............. $ 24 $ 74 $ 126 $ 270
AMT Balanced Portfolio................... $ 24 $ 75 $ 128 $ 274
AMT Limited Maturity Bond Portfolio...... $ 21 $ 66 $ 114 $ 244
AMT Partners Portfolio................... $ 26 $ 78 $ 134 $ 285
OCC Global Equity Portfolio.............. $ 27 $ 81 $ 139 $ 295
OCC Managed Portfolio.................... $ 23 $ 72 $ 123 $ 264
OCC Small Cap Portfolio.................. $ 24 $ 74 $ 126 $ 270
</TABLE>

10
<PAGE>
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.

These examples reflect the annual $35 Account Fee as an
annual charge of .07% of assets, based upon an anticipated
average Annuity Account Value of $50,000.

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.
The Sub-Accounts commenced operation on various dates
thereafter. There follows, for each of the nineteen Variable
Account Sub-Accounts available under the Contracts,
information regarding the changes in the Accumulation Unit
values from date of inception through December 31, 199 and
January 1, 1996 through December 31, 1996, and the number of
Accumulation Units outstanding at December 31, 1996:

<TABLE>
<CAPTION>
(IN DOLLARS) NUMBER OF
----------------------------------------- ACCUMULATION
ACCUMULATION ACCUMULATION ACCUMULATION UNITS
UNIT BEGINNING UNIT VALUE UNIT VALUE OUTSTANDING
SUB-ACCOUNT VALUE AT 12/31/95 AT 12/31/96 12/31/96
------------------------------ --------------- ----------- ----------- ----------------
<S> <C> <C> <C> <C> <C>
Alger American Growth
Portfolio 10.00 12.385784 13.855323 1,330,936
Alger American Leveraged
AllCap Portfolio 10.00 13.895178 15.364036 372,332
Alger American MidCap Growth
Portfolio 10.00 13.106537 14.473761 677,431
Alger American Small Cap
Portfolio 10.00 13.092181 13.460941 1,098,865
Fidelity VIP Equity-Income
Portfolio 10.00 12.128673 13.679456 2,085,260
Fidelity VIP Money Market
Portfolio 10.00 10.245402 10.658014 979,117
Fidelity VIP High Income
Portfolio 10.00 * 10.802349 452,555
Fidelity VIP Overseas
Portfolio 10.00 * 10.614394 178,578
Fidelity VIP II Asset Manager
Portfolio 10.00 11.280365 12.758423 335,518
Fidelity VIP II Investment
Grade Bond Portfolio 10.00 10.541110 10.734479 544,386
MFS Total Return Series 10.00 11.003903 12.420693 706,567
MFS Utilities Series 10.00 11.365171 13.292608 211,116
MFS World Governments Series 10.00 10.277969 10.552213 142,899
AMT Balanced Portfolio 10.00 10.269633 10.832872 308,939
AMT Limited Maturity Bond
Portfolio 10.00 10.547360 10.857343 337,716
AMT Partners Portfolio 10.00 12.122020 15.500823 641,124
OCC Global Equity Portfolio 10.00 11.758951 13.347358 767,854
OCC Managed Portfolio 10.00 11.143831 13.502565 2,477,621
OCC Small Cap Portfolio 10.00 10.855343 12.718827 219,684
* Had not commenced operations as of December 31, 1995
</TABLE>

11
<PAGE>
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 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, 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

12
<PAGE>
The Trusts and their investment advisers and distributors
are:

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

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

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

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

Three Funds of OCC Trust are available under the Contracts:
Global Equity Portfolio;
Managed Portfolio;
Small Cap Portfolio.

The investment advisory fees charged the Funds by their
advisers are shown in the Fee Table at pages 8 and 9 of this
Prospectus.

13
<PAGE>
There follows a brief description of the investment
objective and program of each Fund. There can be no
assurance that any of the stated investment objectives will
be achieved.

ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Small Cap Stocks):
Seeks long-term capital appreciation by investing in a
diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the S & P MidCap 400 Index.

FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
high current income by investing mainly in high yielding
debt securities, with an emphasis on lower quality
securities.

FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
long term growth of capital by investing mainly in foreign
securities.

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

14
<PAGE>
MFS WORLD GOVERNMENTS SERIES (International Fixed Income):
Seeks not only preservation, but also growth, of capital
together with moderate current income through a
professionally managed, internationally diversified
portfolio consisting primarily of debt securities and to a
lesser extent equity securities.

AMT BALANCED PORTFOLIO (Balanced or Total Return): Seeks
long-term capital growth and reasonable current income
without undue risk to principal.

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

OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
long-term capital appreciation through a global investment
strategy primarily involving equity securities.

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

15
<PAGE>
substitute shares of another Fund. No substitution of
securities in any Sub-Account may take place without prior
approval of the Commission and under such requirements as it
may impose.

VOTING RIGHTS

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

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

The Funds' shares are issued and redeemed only in connection
with variable annuity contracts and variable life insurance
policies issued through separate accounts of the Company and
other life insurance companies. The Trusts do not foresee
any disadvantage to 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 $2,000. 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 order to purchase or Premium Payment. A
Premium Payment in excess of $1 million requires preapproval
by the Company.

The Company may, at its sole discretion, offer special
premium payment programs and/ or waive the minimum payment
requirements.

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

ALLOCATION OF PREMIUM PAYMENTS

16
<PAGE>
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.

Any Premium Payment at the time of any allocation may be
allocated to a single or multiple sub-accounts in whole
percentages (e.g., 12%). No allocation can be made which
would result in a Variable Account Sub-Account of less than
$50 or a Fixed Account Sub-Account value of less than
$2,000. Further, at this time, no more than 18 Fixed Account
and Variable Account Sub-Accounts may be opened during the
life of the Contract. The Company may expand this number at
a future date.

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

OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS

The Contract Owner may elect to enroll in either of the
following programs. However, both programs cannot be in
effect at the same time.

DOLLAR COST AVERAGING

17
<PAGE>
allocating on a regularly scheduled basis as opposed to
allocating the total amount at one particular time, an Owner
may be less susceptible to the impact of market
fluctuations.

Dollar Cost Averaging may be selected by establishing a
Money Market Sub-Account of at least $1,000 or the One-Year
Fixed Account Sub-Account value of at least $2,000. The
minimum amount per month to allocate is $50 (subject to the
18 Sub-Account limitation described under "Allocation of
Premium Payments" above). Enrollment in this program may
occur at any time by calling the Annuity & Variable Life
Services Center or by providing the information requested on
the Dollar Cost Averaging election form to the Company and
ensuring that sufficient value is in the Money Market
Sub-Account or the One-year Fixed Account Sub-Account.
Transfers to any Fixed Account Sub-Account or from a Fixed
Account Sub-Account other than the One-Year Fixed Account
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 by telephone or in writing and such request is
received at least one week prior to the next scheduled
transfer date to take effect that month; or (4) the Contract
is surrendered.

The Dollar Cost Averaging program is not available following
the Annuity Date. There is no current charge for Dollar Cost
Averaging but the Company reserves the right to charge for
this program.

AUTOMATIC REBALANCING

The Automatic Rebalancing program is not available following
the Annuity Date. There is no current charge for Automatic
Rebalancing but the Company reserves the right to charge for
this program.

18
<PAGE>
CONTRACT VALUE

ACCUMULATION UNIT

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

CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

19
<PAGE>
(a) allocating Premium Payments to the amount withdrawn or
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>

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 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 on withdrawals from Premium Payments
which have been held under the Contract for more than seven
(7) Contract Years or from annuity payments. The Company may
also eliminate or reduce the Contingent Deferred Sales
Charge under the Company procedures then in effect.

For a partial withdrawal, unless the Owner designates
otherwise, the Contingent Deferred Sales Charge will be
deducted proportionately from the Sub-Account(s) from which
the withdrawal is to be made by cancelling Accumulation
Units from each applicable Sub-Account in the ratio that the
value of each Sub-Account bears to the total of the values
of the Sub-Accounts from which the partial withdrawal is
made. If the value(s) of such Sub-Account(s) are
insufficient, the amount payable on the withdrawal will be
net of any remaining Contingent Deferred Sales Charges
unless the Owner and the Company agree otherwise.

Commissions of up to 6.75% will be paid to broker-dealers
who sell the Contracts, and the Company will incur
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.

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,

20
<PAGE>
data processing costs, legal fees, accounting fees, filing
fees, and the costs of other services may exceed the amount
recovered from the Account Fee and the Administrative
Expense Charge.

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

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.

ACCOUNT FEE

The Company deducts an annual Account Fee of $35 from the
Annuity Account Value on the last Valuation Date of each
Contract Year. This charge, like the Administrative Expense
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 Account Fee will be prorated at the time of
surrender or annuitization. On and after the Annuity Date,
the 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 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.

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.

INCOME TAXES

21
<PAGE>
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.

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.

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 twelve
transfers made in the Contract Year. For additional
transfers, the Company reserves the right to deduct a
transfer fee of up to $10 per transfer. Prescheduled
automatic Dollar Cost Averaging or Automatic Rebalancing
transfers are not counted toward the twelve transfer limit.
The Company reserves the right to charge a fee of up to $10
for each transfer after the Annuity Date. The transfer fee
at any given time will not be set at a level greater than
its cost and will contain no element of profit.

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 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 unless the Owner chooses, by written
notice to the Annuity & Variable Life Services Center, to
discontinue such election. The Owner

22
<PAGE>
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 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
91+..................................... 400.00 380.00 390.00
</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
57. 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 Annuity
Account Values for any Optional Death Benefit. (See Appendix
1).

23
<PAGE>
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 Annuity & Variable
Life Services 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).

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 Annuity & Variable Life Services 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 Annuity & Variable Life
Services 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

CHANGE OF BENEFICIARY

The Contract Owner may change a Beneficiary by filing a
written request with the Company at its Annuity & Variable
Life Services 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 Annuity & Variable Life
Services 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.

24
<PAGE>
ANNUITANT

The Annuitant must be a natural person. The maximum age of
the Annuitant on the Effective Date is 90 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 twelve transfers made
in the Contract Year. For additional transfers, the Company
reserves the right to deduct a transfer fee of up to $10
(See "Charges and Deductions -- Transfer Fee"). This
Contract is not designed for professional market timing
organizations or other entities using programmed and
frequent transfers.

After the Annuity Date, provided a variable annuity option
was selected, the 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) $2,000 per Fixed Account Sub-Account or $50 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 $100.
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
are not 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.

25
<PAGE>
K. The Company reserves the right to reject any premium
allocation or transfer which would cause the Fixed
Account Sub-Account values in aggregate to exceed then
current Company limits.

Transfers between Sub-Accounts may be made by calling or
writing the Annuity & Variable Life Services Center.
Transfer requests must be received prior to 4:00 Eastern
Time in order to be effective that day.

Transfers between any Sub-Accounts may be suspended or
postponed during any periiod in which the New York Stock
Exchange is closed or has suspended trading.

PROCEDURES FOR TELEPHONE TRANSFERS

Owners may effect telephone transfers by calling the Annuity
& Variable Life Services Center.

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.
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 withdrawals from Contracts. (See
"Tax Matters.") 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 Account Fee;
C. any applicable Contingent Deferred Sales Charge; and
D. any applicable accrued charges for the Optional Death
Benefit(s), and in the case of partial withdrawals, by
the sum of: A and C above.

DELAY OF PAYMENTS AND TRANSFERS

26
<PAGE>
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.

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 an Optional Death Benefit is
selected and in effect, 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.

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

27
<PAGE>
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, valued as described in
"Death of the Contract Owner before the Annuity Date", is
paid on due proof of the Annuitant's death.

DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE

CHANGE IN OPERATION OF VARIABLE ACCOUNT

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.

28
<PAGE>
DISCONTINUANCE

ANNUITY PROVISIONS

ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

The Contract Owner selects an Annuity Date at the time of
application or order to purchase. The Contract Owner may,
upon at least forty-five (45) 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 forty-five (45) days
prior written notice to the Company, at any time prior to
the Annuity Date, select and/or change the Annuity Option.

ANNUITY OPTIONS

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

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.

29
<PAGE>
VARIABLE OPTIONS

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

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 18 and 19 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 III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
payments are paid for a number of years selected, not less
than five or more than thirty years.

30
<PAGE>
EVIDENCE OF SURVIVAL

ENDORSEMENT OF ANNUITY PAYMENTS

THE FIXED ACCOUNT

THE FIXED ACCOUNT IS MADE UP OF THE GENERAL ASSETS OF THE
COMPANY OTHER THAN THOSE ALLOCATED TO ANY SEPARATE ACCOUNT.
THE FIXED ACCOUNT IS PART OF THE COMPANY'S GENERAL ACCOUNT.
BECAUSE OF APPLICABLE EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AND
NEITHER THE FIXED ACCOUNT NOR THE COMPANY'S GENERAL ACCOUNT
HAS BEEN REGISTERED UNDER THE 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.

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.

31
<PAGE>
allocated to any Fixed Account Sub-Account, regardless of
any application of the Market Value Adjustment (that is, the
Market Value Adjustment will not reduce the amount available
for surrender, withdrawal or transfer to an amount less than
the initial amount allocated or transferred to the Fixed
Account Sub-Account plus interest of 3% per year). The
Company reserves the right to defer the payment or transfer
of amounts withdrawn from the Fixed Account for a period not
to exceed six (6) months from the date a proper request for
surrender, withdrawal or transfer is received by the
Company.

The Company will notify the Owner in writing 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").

32
<PAGE>
applicable withdrawal charges, 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.

MARKET VALUE ADJUSTMENT

The MVA is computed by applying the following formula:

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

where:

33
<PAGE>
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)

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, Bloomfield, CT 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 and
a member of the National Association of Securities Dealers
(NASD), 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 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

34
<PAGE>
Accumulation Units acquired through a hypothetical $1,000
investment at the Accumulation Unit value at the beginning
of the specified period and upon the value of the
Accumulation Unit at the end of such period, assuming
reinvestment of all distributions and the deduction of the
Mortality and Expense Risk Charge, the Administrative
Expense Charge and the Annuity Account Fee. Each Variable
Account Sub-Account may also advertise aggregate and average
total return information over different periods of time.

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

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 MATTERS

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

35
<PAGE>
of a lump sum payment or as annuity payments under the
Settlement Option elected. For a lump sum payment received
as a total surrender (total redemption), the recipient is
taxed on the portion of the payment that exceeds the cost
basis of the Contract. For Non-Qualified Contracts, this
cost basis is generally the Premium Payments, while for
Qualified Contracts there may be no cost basis. The taxable
portion of the lump sum payment is taxed at ordinary income
tax rates.

For annuity payments, the taxable portion is determined by a
formula which establishes the ratio that the cost basis of
the Contract bears to the total value of annuity payments
for the term of the Contract. The taxable portion is taxed
at ordinary income rates. For certain types of Qualified
Plans there may be no cost basis in the Contract within the
meaning of Section 72 of the Code. Contract Owners,
Annuitants and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any
distributions.

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.

36
<PAGE>
The Code provides that for purposes of determining whether
or not the diversification standards imposed on the
underlying assets of variable contracts by Section 817(h) of
the Code have been met, "each United States government
agency or instrumentality shall be treated as a separate
issuer."

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

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

DISTRIBUTION REQUIREMENTS

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.

37
<PAGE>
WITHHOLDING

SECTION 1035 EXCHANGES

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

38
<PAGE>
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.

SECTION 403(B) PLANS

INDIVIDUAL RETIREMENT ANNUITIES

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

DEFERRED COMPENSATION PLANS

39
<PAGE>
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.

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.

FINANCIAL STATEMENTS

Audited financial statements of the Company as of December
31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 are included in the Statement
of Additional Information. Also included are audited
financial statements for the Variable Account, which
commenced operations April 10, 1995, as of and for the
periods (as defined in the financial statements) ended
December 31, 1996.

LEGAL PROCEEDINGS

40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES.......... 3
Variable Accumulation Unit 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
ADMINISTRATION.................................. 7

<CAPTION>
TABLE OF CONTENTS PAGE
<S> <C>
ACCOUNT INFORMATION............................. 7
DISTRIBUTION OF THE CONTRACTS................... 7
CUSTODY OF ASSETS............................... 7
HISTORICAL PERFORMANCE DATA..................... 8
Money Market Sub-Account Yield................ 8
Other Sub-Account Yields...................... 8
Total Returns................................. 9
Other Performance Data........................ 9
LEGAL MATTERS................................... 10
LEGAL PROCEEDINGS............................... 10
EXPERTS......................................... 10
FINANCIAL STATEMENTS............................ 10
Connecticut General Life Insurance Company.... 11
CG Variable Annuity Separate Account II....... 33
</TABLE>

41
<PAGE>
APPENDIX 1

ILLUSTRATION OF
COST OF OPTIONAL DEATH BENEFITS
- --------------------------------------------------------------------------------
SIMPLIFIED EXAMPLE

Contract Owner: Mrs. Smith, female, age 57
Death Benefit Choice: D (annual step-up)

<TABLE>
<CAPTION>
GUARANTEED
DEATH
DATE ACCOUNT VALUE* BENEFIT AMOUNT AT RISK
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
May 15, Year 1 $30,000 $30,000 $0.00
(New contract --
date policy is in
force)
- ---------------------------------------------------------------------------------------------
May 15, Year 2 $40,000 $40,000 $0.00
(First contract (Death
anniversary) benefit
steps up.)
- ---------------------------------------------------------------------------------------------
June 15, Year 2 $30,000 $40,000 Guar. Death Bene. equals: $40,000
(Last day of (Market correction Account Value equals: -$30,000
month. Account is has occurred. Account AMOUNT AT RISK EQUALS: --------
assessed for death value has fallen (Owner WILL be charged $10,000
benefit charges.) below guaranteed for death benefit this
death benefit.) month.)
- ---------------------------------------------------------------------------------------------
July 15, Year 2 $40,000 $40,000 Guar. Death Bene. equals: $40,000
(One month later.) (Market recovers. Account Value equals: -$40,000
Account value has AMOUNT AT RISK EQUALS: --------
increased.) (Owner will NOT be $0.00
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 Owner will
NOT be charged for a 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 Owner's annual statement at the end of the Contract
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
91+............................................ 400.00 380.00 390.00
</TABLE>

*After $35 Account Fee is applied.

42
<PAGE>
PART A. PROSPECTUS NO. 3
<PAGE>
CONNECTICUT GENERAL LIFE INSURANCE COMPANY

[LOGO]
CG VARIABLE ANNUITY SEPARATE ACCOUNT II

<TABLE>
<S> <C> <C> <C>
HOME OFFICE LOCATION: MAILING ADDRESS: LOCKBOX ADDRESS: BY LOCKBOX ADDRESS: BY
900 COTTAGE GROVE ROAD CIGNA INDIVIDUAL MAIL: OVERNIGHT:
HARTFORD, CT 06152 INSURANCE CONNECTICUT GENERAL LIFE CONNECTICUT GENERAL LIFE
ANNUITY & VARIABLE LIFE INSURANCE COMPANY INSURANCE COMPANY
SERVICES CENTER: P.O. BOX 30790 C/O FLEET BANK
ROUTING S-249 HARTFORD, CT 06150 20 CHURCH STREET
HARTFORD, CT 06152-2249 20TH FLOOR, MSN275
TELEPHONE: (800) HARTFORD, CT 06120
(552-9898) ATTN: LOCKBOX 30790
</TABLE>

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

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

The following funding options are available under a Contract: Through the
Variable Account, the Company offers twenty-one 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; CIGNA Variable Products
Group -- Money Market Fund; Fidelity Variable Insurance Products Fund --
Equity-Income Portfolio, High Income Portfolio and Overseas Portfolio; Fidelity
Variable Insurance Products Fund II -- Investment Grade Bond Portfolio and
Contra Fund Portfolio; Fidelity Variable Insurance Products Fund III -- Growth
Opportunities Portfolio; MFS-Registered Trademark- Variable Insurance Trust --
MFS Total Return Series, MFS Utilities Series, MFS Emerging Growth Series, MFS
Research Series and MFS Growth With Income Series; Neuberger & Berman Advisers
Management Trust -- Limited Maturity Bond Portfolio and Partners Portfolio; OCC
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, 1997, available at no charge by calling or
writing the Company's Annuity & Variable Life Services 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.

PROSPECTUS DATED: MAY 1, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
CONTENTS PAGE
<S> <C>
DEFINITIONS.................................... 3
HIGHLIGHTS..................................... 5
FEES AND EXPENSES.............................. 7
CONDENSED FINANCIAL INFORMATION................ 12
THE COMPANY AND THE VARIABLE ACCOUNT........... 12
THE FUNDS...................................... 13
General...................................... 16
Substitution of Securities................... 16
Voting Rights................................ 16
PREMIUM PAYMENTS AND CONTRACT VALUE............ 17
Premium Payments............................. 17
Allocation of Premium Payments............... 17
Optional Variable Account Sub-Account
Allocation Programs......................... 18
Dollar Cost Averaging...................... 18
Automatic Rebalancing...................... 19
Contract Value............................... 19
Variable Accumulation Unit................... 19
CHARGES AND DEDUCTIONS......................... 20
Contingent Deferred Sales Charge (Sales
Load)....................................... 20
Mortality and Expense Risk Charge............ 21
Administrative Expense Charge................ 21
Account Fee.................................. 22
Premium Tax Equivalents...................... 22
Income Taxes................................. 22
Fund Expenses................................ 22
Transfer Fee................................. 22
DEATH BENEFITS................................. 23
Death Benefits Provided by the Contract...... 23
Amount of Death Benefit...................... 23
Election and Effective Date of Election...... 24
Death of the Annuitant before the Annuity
Date........................................ 24
Death of the Annuitant after the Annuity
Date........................................ 24
OTHER CONTRACT FEATURES........................ 25
Ownership.................................... 25
Assignment................................... 25
Beneficiary.................................. 25
Change of Beneficiary........................ 25
Annuitant.................................... 25
Transfer of Contract Values between Sub-
Accounts.................................... 26

<CAPTION>
CONTENTS PAGE
<S> <C>
Procedures for Telephone Transfers........... 27
Surrenders and Partial Withdrawals........... 27
Delay of Payments and Transfers.............. 27
Change in Operation of Variable Account...... 28
Modification................................. 28
Discontinuance............................... 29
ANNUITY PROVISIONS............................. 29
Annuity Date; Change in Annuity Date and
Annuity Option.............................. 29
Annuity Options.............................. 29
Fixed Options................................ 29
Variable Options............................. 30
Evidence of Survival......................... 31
Endorsement of Annuity Payments.............. 31
THE FIXED ACCOUNT.............................. 31
Market Value Adjustment...................... 33
DISTRIBUTION OF THE CONTRACTS.................. 34
PERFORMANCE DATA............................... 34
Money Market Sub-Account..................... 34
Other Variable Account Sub-Accounts.......... 34
Performance Ranking or Rating................ 35
TAX MATTERS.................................... 35
General...................................... 35
Diversification.............................. 36
Distribution Requirements.................... 37
Multiple Contracts........................... 37
Tax Treatment of Assignments................. 37
Withholding.................................. 38
Section 1035 Exchanges....................... 38
Tax Treatment of Withdrawals -- Non-Qualified
Contracts................................... 38
Qualified Plans.............................. 38
Section 403(b) Plans......................... 39
Individual Retirement Annuities.............. 39
Corporate Pension and Profit-Sharing Plans
and H.R. 10 Plans........................... 39
Deferred Compensation Plans.................. 39
Tax Treatment of Withdrawals -- Qualified
Contracts................................... 40
FINANCIAL STATEMENTS........................... 40
LEGAL PROCEEDINGS.............................. 40
TABLE OF CONTENTS OF THE STATEMENT OF
ADDITIONAL INFORMATION........................ 41
</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 & VARIABLE LIFE SERVICES CENTER: The office of the
Company to which notices are given and any customer service
requests are made. Mailing address: CIGNA Individual
Insurance, Annuity & Variable Life Services Center, Routing
S-249, Hartford, CT 06152-2249. Premium Payments must be
sent, and all other correspondence may be sent, to either
Lockbox address: If by mail: P.O. Box 30790, Hartford, CT
06150; If by overnight courier: c/o Fleet Bank, 20 Church
Street, 20th Floor, MSN275, Hartford, CT 06120, Attn:
Lockbox 30790.

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 fixed and 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 (or the certificate evidencing the Owner's
participation in a group contract).

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 order to purchase or
otherwise, unless later changed, as having all ownership
rights under the Contract; is the Certificate Owner under a
group contract.

3
<PAGE>

FIXED ACCOUNT: Those Sub-Accounts associated with Guaranteed
Periods and Guaranteed Rates. 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; CIGNA
Variable Products Group -- Money Market Fund; Fidelity
Variable Insurance Products -- Fund Equity-Income Portfolio,
High Income Portfolio and Overseas Portfolio; Fidelity
Variable Insurance Products Fund II -- Investment Grade Bond
Portfolio and Contra Fund Portfolio; Fidelity Variable
Insurance Products Fund III -- Growth Opportunities
Portfolio; MFS-Registered Trademark- Variable Insurance
Trust -- MFS Total Return Series, MFS Utilities Series and
MFS Emerging Growth Series, MFS Research Series and MFS
Growth with Income Series; Neuberger & Berman Advisers
Management Trust -- Limited Maturity Bond Portfolio and
Partners Portfolio; OCC Accumulation Trust -- Global Equity
Portfolio, Managed Portfolio and 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 Annuity & Variable Life
Services Center.

PAYEE: A recipient of payments under the Contract.

PREMIUM PAYMENT: Any amount paid to the Company cleared in
good funds as consideration for the benefits provided by the
Contract. 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.

SHARES: Shares of a Fund.

4
<PAGE>
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, contract fees and premium
tax equivalents and adjusted by any Market Value Adjustment)
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 or to receive a partial
withdrawal.

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 Value 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 Value during the Annuity Period, to
determine the amount of each variable annuity payment.

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 Annuity & Variable Life Services Center.

The Contract may be returned within 10 days after it is
received, longer in some states. 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

5
<PAGE>
to directly allocate the initial Premium Payment to the
Fund(s) designated in the application or order to purchase,
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, during each Contract Year,
withdraw 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 -- 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 --
Administrative Expense Charge").

There is an annual Account Fee of $35 ($30 for New York
Contracts) which is waived if the Annuity Account Value
equals or exceeds $100,000 at the end of the Contract Year
(See "Charges and Deductions -- Account Fee").

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 -- Premium Tax
Equivalents").

6
<PAGE>
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.

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 7%
A Contract Owner may, during each Contract Year, withdraw up to
2-3 7% 15% of Premium Payments made, or any remaining portion
3-4 6% thereof, without incurring a
4-5 6% Contingent Deferred Sales Charge.
5-6 5%
6-7 4%
7+ 0
</TABLE>

<TABLE>
<S> <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.

Account Fee......... $35 per Contract Year ($30 for New York
Contracts)

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

VARIABLE ACCOUNT ANNUAL EXPENSES
(as a percentage of average account value)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge......... 1.25%
Administrative Expense Charge............. 0.15%
---
Total Variable Account Annual Expenses.... 1.40%
</TABLE>

7
<PAGE>
EXPENSE DATA

The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts.

FEE TABLE

<TABLE>
<CAPTION>
ALGER AMERICAN FUND
-------------------------------------------------------- FIDELITY VARIABLE INSURANCE
ALGER ALGER PRODUCTS TRUSTS
ALGER AMERICAN AMERICAN ALGER ------------------------------------------
AMERICAN LEVERAGED MIDCAP AMERICAN CONTRA EQUITY INVESTMENT
GROWTH ALLCAP GROWTH SMALL CAP FUND INCOME GRADE BOND
PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO PORTFOLIO
------------ ------------- ------------ ------------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL
EXPENSES
Mortality and Expense Risk
Charge................... 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Administrative Expense
Charge................... 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%
Total Separate Account
Annual Expenses.......... 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40%
FUND PORTFOLIO ANNUAL
EXPENSES
Management Fees........... 0.75% 0.85% 0.80% 0.85% 0.61% 0.51% 0.45%
Other Expenses............ 0.10% 0.71% 0.10% 0.07% 0.11% 0.10% 0.14%
Total Fund Portfolio
Annual Expenses.......... 0.85% 1.56%(1) 0.90% 0.92% 0.72% 0.61% 0.59%

GROWTH
HIGH INCOME OVERSEAS OPPORTUNITIES
FUND PORTFOLIO PORTFOLIO
----------- ------------ ---------------
<S> <C> <C> <C>
SEPARATE ACCOUNT ANNUAL
EXPENSES
Mortality and Expense Risk
Charge................... 1.25% 1.25% 1.25%
Administrative Expense
Charge................... 0.15% 0.15% 0.15%
Total Separate Account
Annual Expenses.......... 1.40% 1.40% 1.40%
FUND PORTFOLIO ANNUAL
EXPENSES
Management Fees........... 0.60% 0.76% 0.61%
Other Expenses............ 0.11% 0.15% 0.16%
Total Fund Portfolio
Annual Expenses.......... 0.71%(2) 0.91% 0.77%
</TABLE>

(2) A portion of the brokerage commissions the Fund paid was used to reduce its
expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
Income Portfolio. (note -- there were brokerage commissions paid but it did
not affect the ratio.)

8
<PAGE>

The table does not reflect the deductions for the annual $35 Account Fee ($30
for New York Contracts) or premium tax equivalents. The information set forth
should be considered together with the information provided in this Prospectus
under the heading "Fees and Expenses", and in each Fund's Prospectus. All
expenses are expressed as a percentage of average account value.
<TABLE>
<CAPTION>
MFS VARIABLE INSURANCE TRUST NEUBERGER&BERMAN
- ---------------------------------------------------------------------- ADVISERS MANAGEMENT TRUST(5)
MFS MFS ------------------------------ CIGNA FUNDS
TOTAL MFS EMERGING MFS LIMITED ---------------
RETURN UTILITIES GROWTH RESEARCH MFS GROWTH WITH PARTNERS MATURITY MONEY MARKET
SERIES SERIES SERIES SERIES INCOME SERIES PORTFOLIO BOND PORTFOLIO FUND
- ----------- ----------- ------------ ------------ ---------------- ------------ ---------------- ---------------

<S> <C> <C> <C> <C> <C> <C> <C>
1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15% 0.15%

1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40% 1.40%

0.75% 0.75% 0.75% 0.75% 0.75% 0.85% 0.65% 0.35%
0.25% 0.25% 0.25% 0.25% 0.25% 0.30% 0.10% 0.15%

1.00%(3) 1.00%(3) 1.00% 1.00% 1.00% 1.15% 0.75% 0.50%

- -----------
OCC ACCUMULATION TRUST
MFS -----------------------------------------
TOTAL GLOBAL
RETURN EQUITY MANAGED SMALL CAP
SERIES PORTFOLIO PORTFOLIO PORTFOLIO
- ----------- ------------ ------------ -------------
<S> <C> <C> <C>
1.25% 1.25% 1.25% 1.25%
0.15% 0.15% 0.15% 0.15%
1.40% 1.40% 1.40% 1.30%
0.75% 0.80% 0.80% 0.80%
0.25% 0.45% 0.14% 0.20%
1.00% 1.25%(6) 0.94%(6) 1.00%(6)
</TABLE>

(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
portfolios ("Portfolios"), each of which invests all of its net investable
assets in a corresponding series ("Series") of Advisers Managers Trust.
Expenses in the table reflect expenses of the Portfolios and include each
Portfolio's PRO RATA portion of the operating expenses of each Portfolio's
corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
("NBMI") an administration fee based on the Portfolios' net asset value.
Each portfolio's corresponding Series pays NBMI a management fee based on
the Series' average daily net assets. Accordingly, this table combines
management fees at the Series level and administration fees at the Portfolio
level in a unified fee rate. See "Expenses" in the Trust's Prospectus.

9
<PAGE>
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..................... $ 83 $ 133 $ 176 $ 267
Alger Leveraged AllCap Portfolio......................... $ 90 $ 152 $ 209 $ 331
Alger MidCap Growth Portfolio............................ $ 83 $ 132 $ 175 $ 265
Alger Growth Portfolio................................... $ 82 $ 130 $ 173 $ 260
CIGNA Money Market Fund.................................. $ 79 $ 120 $ 154 $ 223
Fidelity VIP Equity-Income Portfolio..................... $ 80 $ 123 $ 160 $ 235
Fidelity VIP High Income Portfolio....................... $ 81 $ 126 $ 165 $ 246
Fidelity VIP Overseas Portfolio.......................... $ 83 $ 132 $ 176 $ 266
Fidelity VIP II Investment Grade Bond Portfolio.......... $ 80 $ 122 $ 159 $ 233
Fidelity VIP II Contra Fund Portfolio.................... $ 81 $ 126 $ 166 $ 247
Fidelity VIP III Growth Opportunities Portfolio.......... $ 82 $ 130 $ 173 $ 260
MFS Total Return Series.................................. $ 84 $ 135 $ 180 $ 275
MFS Utilities Series..................................... $ 84 $ 135 $ 180 $ 275
MFS Emerging Growth Series............................... $ 84 $ 135 $ 180 $ 275
MFS Research Series...................................... $ 84 $ 135 $ 180 $ 275
MFS Growth With Income Series............................ $ 84 $ 135 $ 180 $ 275
AMT Limited Maturity Bond Portfolio...................... $ 81 $ 127 $ 167 $ 250
AMT Partners Portfolio................................... $ 86 $ 140 $ 188 $ 290
OCC Global Equity Portfolio.............................. $ 87 $ 143 $ 193 $ 300
OCC Managed Portfolio.................................... $ 83 $ 133 $ 177 $ 269
OCC Small Cap Portfolio.................................. $ 84 $ 135 $ 180 $ 275

2. IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS ANNUITIZED:
Alger Small Capitalization Portfolio..................... $ 24 $ 73 $ 125 $ 267
Alger Leveraged AllCap Portfolio......................... $ 30 $ 93 $ 158 $ 331
Alger MidCap Growth Portfolio............................ $ 24 $ 72 $ 124 $ 265
Alger Growth Portfolio................................... $ 23 $ 71 $ 122 $ 260
CIGNA Money Market Fund.................................. $ 19 $ 60 $ 103 $ 223
Fidelity VIP Equity-Income Portfolio..................... $ 21 $ 64 $ 109 $ 235
Fidelity VIP High Income Portfolio....................... $ 22 $ 67 $ 114 $ 246
Fidelity VIP Overseas Portfolio.......................... $ 24 $ 73 $ 125 $ 266
Fidelity VIP II Investment Grade Bond Portfolio.......... $ 20 $ 63 $ 108 $ 233
Fidelity VIP II Contra Fund Portfolio.................... $ 22 $ 67 $ 115 $ 247
Fidelity VIP III Growth Opportunities Portfolio.......... $ 23 $ 71 $ 122 $ 260
MFS Total Return Series.................................. $ 25 $ 76 $ 129 $ 275
MFS Utilities Series..................................... $ 25 $ 76 $ 129 $ 275
MFS Emerging Growth Series............................... $ 25 $ 76 $ 129 $ 275
MFS Research Series...................................... $ 25 $ 76 $ 129 $ 275
MFS Growth With Income Series............................ $ 25 $ 76 $ 129 $ 275
AMT Limited Maturity Bond Portfolio...................... $ 22 $ 68 $ 116 $ 250
AMT Partners Portfolio................................... $ 26 $ 80 $ 137 $ 290
OCC Global Equity Portfolio.............................. $ 27 $ 83 $ 142 $ 300
OCC Managed Portfolio.................................... $ 24 $ 74 $ 126 $ 269
OCC Small Cap Portfolio.................................. $ 25 $ 76 $ 129 $ 275
</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

10
<PAGE>

Account. These include the expenses of the Funds, certain of
which are subject to expense reimbursement arrangements
which may be subject to change. See the Funds' Prospectuses.
In addition to the expenses listed above, charges for
premium tax equivalents may be applicable.

These examples reflect the annual $35 Account Fee as an
annual charge of .07% of assets, based upon an anticipated
average Annuity Account Value of $50,000. The results would
be slightly different for New York Contracts which have a
$30 annual Account Fee.

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

11
<PAGE>
CONDENSED FINANCIAL INFORMATION

The Variable Account commenced operations on April 10, 1995.
The Sub-Accounts commenced operation on various dates
thereafter. There follows, for each of the twenty-one
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
from January 1, 1996 through December 31, 1996, and the
number of Accumulation Units outstanding at December 31,
1996:

<TABLE>
<CAPTION>
(IN DOLLARS) NUMBER OF
ACCUMULATION ---------------------------- ACCUMULATION
UNIT ACCUMULATION ACCUMULATION UNITS
BEGINNING UNIT VALUE UNIT VALUE OUTSTANDING
SUB-ACCOUNT VALUE AT 12/31/95 AT 12/31/96 12/31/96
-------------------------------- ------------- --------------- ----------- -----------
<C> <S> <C> <C> <C> <C>
Alger American Growth Portfolio 10.00 12.385784 13.855323 1,330,936
Alger American Leveraged AllCap
Portfolio 10.00 13.895178 15.364036 372,332
Alger American MidCap Growth
Portfolio 10.00 13.106537 14.473761 677,431
Alger American Small Cap
Portfolio 10.00 13.092181 13.460941 1,098,865
CIGNA Money Market Fund 10.00 * ** **
Fidelity VIP Equity-Income
Portfolio 10.00 12.128673 13.679456 2,085,260
Fidelity VIP High Income
Portfolio 10.00 * 10.802349 452,556
Fidelity VIP Overseas Portfolio 10.00 * 10.614394 178,578
Fidelity VIP II Contra Fund
Portfolio 10.00 * ** **
Fidelity VIP II Investment Grade
Bond Portfolio 10.00 10.541110 10.734479 544,386
Fidelity VIP III Growth
Opportunities Portfolio 10.00 * ** **
MFS Total Return Series 10.00 11.003903 12.420693 706,567
MFS Utilities Series 10.00 11.365171 13.292608 211,116
MFS Emerging Growth Series 10.00 * ** **
MFS Research Series 10.00 * ** **
MFS Growth with Income Series 10.00 * ** **
AMT Limited Maturity Bond
Portfolio 10.00 10.547360 10.857343 337,716
AMT Partners Portfolio 10.00 12.122020 15.500823 641,124
OCC Global Equity Portfolio 10.00 11.758951 13.347358 767,854
OCC Managed Portfolio 10.00 11.143831 13.502565 2,477,621
OCC Small Cap Portfolio 10.00 10.855343 12.718827 219,684
* Had not commenced operations as of December 31, 1995
** Had not commenced operations as of December 31, 1996
</TABLE>

THE COMPANY AND THE VARIABLE ACCOUNT

12
<PAGE>
relation to the Contracts described in this Prospectus, to
the extent necessary to meet the Company's obligations
thereunder. Although that portion of the assets maintained
in the Variable Account equal to the reserves and other
contract liabilities with respect to the Variable Account
will not be charged with any liabilities arising out of any
other business conducted by the Company, all obligations
arising under the Contracts, including the promise to make
annuity payments, are general corporate obligations of the
Company.

THE FUNDS

Each of the twenty-one Sub-Accounts of the Variable Account
is invested solely in shares of one of the twenty-one Funds
available as funding vehicles under the Contracts. Each of
the Funds is a series of one of eight 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:

CIGNA Variable Products Group ("CIGNA Group"), managed
by CIGNA Investments, Inc. and distributed by CIGNA
Financial Advisors, Inc., 900 Cottage Grove Road,
Bloomfield, CT 06002;

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

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

13
<PAGE>
OCC Accumulation Trust ("OCC Trust"), managed by OpCap
Advisors and distributed by OCC 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.

One Fund of CIGNA Group is available under the Contracts:

Money Market Fund ("CIGNA Money Market Fund").

Three Funds of FIDELITY VIP are available under the
Contracts:

Equity-Income Portfolio ("Fidelity Equity-Income
Portfolio");
High Income Portfolio ("Fidelity High Income
Portfolio");
Overseas Portfolio ("Fidelity Overseas Portfolio").

Two Funds of FIDELITY VIP II are available under the
Contracts:

Contra Fund Portfolio ("Fidelity Contra Fund
Portfolio");
Investment Grade Bond Portfolio ("Fidelity Bond
Portfolio").

One Fund of FIDELITY VIP III is available under the
Contracts:

Growth Opportunities Portfolio ("Fidelity Growth
Opportunities Portfolio").

Five Funds of MFS Trust are available under the Contracts:

MFS Total Return Series;
MFS Utilities Series;
MFS Emerging Growth Series;
MFS Research Series;
MFS Growth with Income Series.

Two Funds of AMT Trust are available under the Contracts:

Limited Maturity Bond Portfolio;
Partners Portfolio.

Three Funds of OCC Trust are available under the Contracts:

Global Equity Portfolio;
Managed Portfolio;
Small Cap Portfolio.

The investment advisory fees charged the Funds by their
advisers are shown in the Fee Table at pages [8] and [9] of
this Prospectus.

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

14
<PAGE>
ALGER AMERICAN MIDCAP GROWTH PORTFOLIO (Small Cap Stocks):
Seeks long-term capital appreciation by investing in a
diversified, actively managed portfolio of equity
securities, primarily of companies whose total market
capitalization lies within the range of companies included
in the S & P MidCap 400 Index.

CIGNA GROUP MONEY MARKET FUND (Money Market): 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.

FIDELITY VIP II CONTRAFUND PORTFOLIO (Large Cap Stocks)
Seeks capital appreciation by investing primarily in equity
securities of companies that are undervalued or
out-of-favor.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
Income-Intermediate Term Bonds): 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.

FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
Seeks reasonable income by investing primarily in
income-producing equity securities, with some potential for
capital appreciation, seeking a yield that exceeds the
composite yield on the securities comprising the Standard
and Poor's Composite Index of 500 Stocks.

FIDELITY VIP HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
high current income by investing mainly in high yielding
debt securities, with an emphasis on lower quality
securities.

FIDELITY VIP OVERSEAS PORTFOLIO (International Equity):
Seeks long term growth of capital by investing mainly in
foreign securities.

FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO (Large Cap
Stocks): Seeks capital growth by investing primarily in
common stocks and securities convertible into common stocks.

MFS EMERGING GROWTH (Small Cap Stocks): Seeks long-term
growth of capital by investing primarily in common stocks of
companies management believes to be early in their life
cycle but which have the potential to become major
enterprises.

MFS GROWTH WITH INCOME (Large Cap Stocks): Seeks reasonable
current income and long-term growth of capital and income.

MFS RESEARCH SERIES (Large Cap Stocks): Seeks to provide
long-term growth of capital and future income.

AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
Seeks the highest current income consistent with low risk to
principal and liquidity; and secondarily, total return by
actively managing average portfolio duration in light of
market conditions and trends.

15
<PAGE>
AMT PARTNERS PORTFOLIO (Large Cap Stocks): Seeks capital
growth. Invests primarily in common stocks of established
companies, using the value-oriented investment approach. The
Portfolio seeks capital growth through an investment
approach that is designed to increase capital with
reasonable risk. Its investment program seeks securities
believed to be undervalued based on strong fundamentals such
as low price-to-earnings ratios, consistent cash flow, and
support from asset values.

OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
long-term capital appreciation through a global investment
strategy primarily involving equity securities.

The AMT Partners Portfolio, Fidelity Equity-Income
Portfolio, Fidelity Contra Fund Portfolio, Fidelity High
Income Portfolio, Fidelity Overseas Portfolio, MFS Emerging
Growth Series, MFS Research Series, MFS Total Return Series,
MFS Utilities Series, OCC Global Equity Portfolio, OCC
Managed Portfolio, and the OCC 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

SUBSTITUTION OF SECURITIES

VOTING RIGHTS

16
<PAGE>
Act so require, for example on certain elections of Board of
Trustees, the initial approval of investment advisory
contracts and changes in investment objectives and
fundamental investment policies.

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 Company may, at its sole discretion, offer special
premium payment programs and/ or 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.

In such cases, the initial Premium Payment will be allocated
to the money market account until the right-to-examine
period has expired.

17
<PAGE>

other charge upon written notice to the Annuity & Variable
Life Services Center. A change will be effective for
payments received on or after receipt of the notice of
change.

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

OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS

The Contract Owner may elect to enroll in either of the
following programs. However, both programs cannot be in
effect at the same time.

DOLLAR COST AVERAGING

Dollar Cost Averaging may be selected by establishing a
Money Market Sub-Account of at least $1,000 or a One-Year
Fixed Account Sub-Account with a value of at least $2,000.
The minimum amount per month to allocate is $50 (subject to
the 18 Sub-Account limitation described under "Allocation of
Premium Payments" above). Enrollment in this program may
occur at any time by calling or writing the Annuity &
Variable Life Services Center or by providing the
information requested on the Dollar Cost Averaging election
form to the Company and ensuring that sufficient value is in
the Money Market Sub-Account or the One-year Fixed Account
Sub-Account. Transfers to any Fixed Account Sub-Account or
from a Fixed Account Sub-Account other than the

18
<PAGE>
One-Year Fixed Account 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.

The Dollar Cost Averaging program is not available following
the Annuity Date. There is no current charge for Dollar Cost
Averaging but the Company reserves the right to charge for
this program.

AUTOMATIC REBALANCING

The Automatic Rebalancing program is not available following
the Annuity Date. There is no current charge for Automatic
Rebalancing but the Company reserves the right to charge for
this program.

CONTRACT VALUE

ACCUMULATION UNIT

19
<PAGE>
the Accumulation Unit Value for that Sub-Account for the
preceding Valuation Period by the Net Investment Factor for
the current Valuation Period. The Net Investment Factor is
calculated as follows:

The Net Investment Factor for any Variable Account
Sub-Account for any Valuation Period is determined by
dividing (a) by (b) and then subtracting (c) from the
result, where:

(A) is the net result of:

(1)the net asset value (as described in the prospectus
for the Fund) of a Fund share held in the Variable
Account Sub-Account determined as of the end of the
Valuation Period, plus
(2)the per share amount of any dividend or other
distribution declared by the Fund on the shares held
in the Variable Account Sub-Account if the
"ex-dividend" date occurs during the Valuation Period,
plus or minus
(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:

CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

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

20
<PAGE>
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 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, during each Contract Year, withdraw up
to fifteen percent (15%) of Premium Payments, or any
remaining portion thereof, without incurring a Contingent
Deferred Sales Charge. The earliest Premium Payments
remaining in the Contract will be deemed withdrawn first
under this Fifteen Percent Free provision. No Contingent
Deferred Sales Charge will be deducted on withdrawals from
Premium Payments which have been held under the Contract for
more than seven (7) Contract Years or from annuity payments.
The Company may also eliminate or reduce the Contingent
Deferred Sales Charge under the Company procedures then in
effect.

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
1.25% of the average daily net assets of the Variable
Account (consisting of approximately .75% 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 Contract and to pay
death benefits that may exceed the Annuity Account Value.
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 Account Fee and the Administrative
Expense Charge, each of which is described below.

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

21
<PAGE>
ADMINISTRATIVE EXPENSE CHARGE

The Company deducts on each Valuation Date an Administrative
Expense Charge which is equal, on an annual basis, to 0.15%
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.

ACCOUNT FEE

The Company deducts an annual Account Fee of $35 ($30 for
New York Contracts) from the Annuity Account Value on the
last Valuation Date of each Contract Year. This charge, like
the Administrative Expense Charge, is to reimburse the
Company for a portion of its expenses in administering the
Contracts. 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
Account Fee will be prorated at the time of surrender or
annuitization. On and after the Annuity Date, the 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 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.

PREMIUM TAX EQUIVALENTS

INCOME TAXES

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.

22
<PAGE>
TRANSFER FEE

DEATH BENEFITS

DEATH BENEFITS PROVIDED BY THE CONTRACTS

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 upon due proof of death
(a certified copy of the Death Certificate) of the Owner. If
there is no designated Beneficiary, or contingent
Beneficiary, the Company will, upon receipt of due proof of
death of Owner, Beneficiary and contingent Beneficiary, pay
the death benefit in one lump sum to the deceased Owner's
estate.

If the death of any annuitant occurs on or after the Annuity
Date, no death benefit will be payable under the Contract
except as may be provided under the Annuity Option elected.

AMOUNT OF DEATH BENEFIT

The amount of the death benefit is determined as of the
effective date or deemed effective date of the death benefit
election (see "Election and Effective Date of Election"),
and is equal to the greatest of --

(A) the Annuity Account Value for the Valuation Period
during which the death benefit election is effective or
deemed to become effective;
(B) the sum of all the Premium Payments made under the
Contract, less the sum of all partial withdrawals; or

(C) the highest Annuity Account Value ever attained on a
Contract Anniversary date occurring on or before the
Owner's 80th birthday, with adjustments for any
subsequent Premium Payments, partial withdrawals and
charges made since such Contract Anniversary Date.

On or after Owner's 90th birthday, the amount of the death
benefit is the greater of (a) and (b) above.

No MVA or withdrawal charges are assessed against amounts
which are applied toward payment of a death benefit.

Upon a transfer of ownership, the death benefit becomes the
greatest of --

(A) the Annuity Account Value for the Valuation Period
during which the death benefit election is effective or
deemed to become effective;

(B) the sum of Premium Payments made less the sum of
withdrawals made on or before the date of transfer,
adjusted for any subsequent Premium Payments and partial
withdrawals made under the Contract; or

23
<PAGE>

(C) the highest Annuity Account Value ever attained on a
Contract Anniversary date subsequent to the date of
transfer occurring on or before the new Owner's 80th
birthday, with adjustments for any subsequent Premium
Payments, partial withdrawals and charges made since
such Contract Anniversary Date.

On or after the then current Owner's 90th birthday, the
amount of the death benefit is the greater of (a) and (b)
above.

ELECTION AND EFFECTIVE DATE OF ELECTION

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 on a specified
date, which must be 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.

Such election may be made by filing with the Company a
statement in writing specifying the method by which the
death benefit shall be paid and such election shall become
effective on the later of (a) the date the election is
received by the Company, and (b) the date due proof of death
of the Owner is received by the Company.

If the Owner is a non-natural person, then for purposes of
the death benefit, the Annuitant shall be treated as the
Owner, except that in such case a change of annuitant would
be treated as a death of the annuitant.

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, valued as described in
"Amount of Death Benefit" but based on the Annuitant, is
paid on due proof of 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.

24
<PAGE>
OTHER CONTRACT FEATURES

OWNERSHIP

ASSIGNMENT

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

CHANGE OF BENEFICIARY

The Contract Owner may change a Beneficiary by filing a
written request with the Company at its Annuity & Variable
Life Services 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 Annuity & Variable Life
Services Center after the death of the Annuitant or Contract
Owner, as applicable, 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 date the Contract is issued is 90 years
old. The Annuitant may be changed at any time prior to the
Annuity Date unless the Contract is owned by a non-natural
person. Joint

25
<PAGE>
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

Repeated patterns of frequent transfers are disruptive to
the operation of the Sub-Accounts, and should the Company
become aware of such disruptive practices, the Company may
refuse to permit more than 12 transfers in any year and may
modify the transfer provisions of the Contract.

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) $2,000 per Fixed Account Sub-Account or $50 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 $50.
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
are not 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 (other than transfers pursuant to the
Dollar Cost Averaging program) 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.

26
<PAGE>
K. The Company reserves the right to reject any premium
allocation or transfer which would cause the Fixed
Account Sub-Account values in aggregate to exceed then
current Company limits.

Transfers between any Sub-Accounts may be suspended or
postponed during any period in which the New York Stock
Exchange is closed or has suspended trading.

PROCEDURES FOR TELEPHONE TRANSFERS

Owners may effect telephone transfers by calling the Annuity
& Variable Life Services Center.

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 Account Fee; and
C. any applicable Contingent Deferred Sales Charge; and
for partial withdrawals, by the sum of 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

27
<PAGE>
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.

CHANGE IN OPERATION OF VARIABLE ACCOUNT

MODIFICATION

28
<PAGE>
DISCONTINUANCE

ANNUITY PROVISIONS

ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

The Contract Owner may, upon at least forty-five (45) days
prior written notice to the Company, at any time prior to
the Annuity Date, select and/or change the Annuity Option.

ANNUITY OPTIONS

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.

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.

29
<PAGE>
VARIABLE OPTIONS

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

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

The variable options currently available 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 III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
payments are paid for a number of years selected, not less
than five or more than thirty years.

30
<PAGE>
EVIDENCE OF SURVIVAL

ENDORSEMENT OF ANNUITY PAYMENTS

THE FIXED ACCOUNT

THE FIXED ACCOUNT IS MADE UP OF THE GENERAL ASSETS OF THE
COMPANY OTHER THAN THOSE ALLOCATED TO ANY SEPARATE ACCOUNT.
THE FIXED ACCOUNT IS PART OF THE COMPANY'S GENERAL ACCOUNT.
BECAUSE OF APPLICABLE EXEMPTIVE AND EXCLUSIONARY PROVISIONS,
INTERESTS IN THE FIXED ACCOUNT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), AND
NEITHER THE FIXED ACCOUNT NOR THE COMPANY'S GENERAL ACCOUNT
HAS BEEN REGISTERED UNDER THE 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.

31
<PAGE>
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.

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

MARKET VALUE ADJUSTMENT

The MVA is computed by applying the following formula:

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

where:

33
<PAGE>
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

34
<PAGE>
because it is anticipated that a substantial portion of
applicable general account portfolio assets will be in
relatively illiquid securities. Thus, in addition to direct
transaction costs, if such securities must be sold (E.G.,
because of surrenders), the market price may be lower.
Accordingly, even if interest rates decline, there will not
be a positive adjustment until this factor is overcome, and
then any adjustment will be lower than otherwise, to
compensate for this factor. Similarly, if interest rates
rise, any negative adjustment will be greater than
otherwise, to compensate for this factor. If interest rates
stay the same, this factor will result in a small but
negative Market Value Adjustment.

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

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

DISTRIBUTION OF THE CONTRACTS

CIGNA Financial Advisors, Inc. ("CFA"), located at 900
Cottage Grove Road, Bloomfield, CT 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 and
a member of the National Association of Securities Dealers,
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

OTHER VARIABLE ACCOUNT SUB-ACCOUNTS

34
<PAGE>
Accumulation Unit value at the beginning of the specified
period and upon the value of the Accumulation Unit at the
end of such period, assuming reinvestment of all
distributions and the deduction of the Mortality and Expense
Risk Charge, the Administrative Expense Charge and the
Annuity Account Fee. Each Variable Account Sub-Account may
also advertise aggregate and average total return
information over different periods of time.

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

TAX MATTERS

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.

35
<PAGE>
For a lump sum payment received as a total surrender (total
redemption), the recipient is taxed on the portion of the
payment that exceeds the cost basis of the Contract. For
Non-Qualified Contracts, this cost basis is generally the
Premium Payments, while for Qualified Contracts there may be
no cost basis. The taxable portion of the lump sum payment
is taxed at ordinary income tax rates.

For annuity payments, the taxable portion is determined by a
formula which establishes the ratio that the cost basis of
the Contract bears to the total value of annuity payments
for the term of the Contract. The taxable portion is taxed
at ordinary income rates. For certain types of Qualified
Plans there may be no cost basis in the Contract within the
meaning of Section 72 of the Code. Contract Owners,
Annuitants and Beneficiaries under the Contracts should seek
competent financial advice about the tax consequences of any
distributions.

DIVERSIFICATION

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

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

DISTRIBUTION REQUIREMENTS

MULTIPLE CONTRACTS

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.

37
<PAGE>
WITHHOLDING

SECTION 1035 EXCHANGES

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

SECTION 403() Plans

INDIVIDUAL RETIREMENT ANNUITIES

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

DEFERRED COMPENSATION PLANS

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.

FINANCIAL STATEMENTS

Audited financial statements of the Company as of December
31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 are included in the Statement
of Additional Information. Also included are audited
financial statements for the Variable Account, which
commenced operations April 10, 1995, as of and for the
periods (as defined in the financial statements) ended
December 31, 1995 and 1996.

LEGAL PROCEEDINGS

40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES.......... 3
Variable Accumulation Unit 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
ADMINISTRATION.................................. 7

41
<PAGE>
PART B. STATEMENT OF ADDITIONAL INFORMATION NO. 1
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS -- NEW YORK

Issued through

CG VARIABLE ANNUITY SEPARATE ACCOUNT II

Offered by

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

<TABLE>
<S> <C>
Home Office Location: Mailing Address:
900 Cottage Grove Road CIGNA Individual Insurance
Hartford, Connecticut 06152 Annuity & Variable Life Services Center
Routing S-249
Hartford, Connecticut 06152-2249
Telephone: (800) 552-9898

Lockbox Address -- By Mail: Lockbox Address -- By Overnight:
Connecticut General Life Insurance Company Connecticut General Life Insurance Company
P.O. Box 30790 c/o Fleet Bank
Hartford, CT 06150 20 Church Street
20th Floor, MSN275
Hartford, CT 06120
Attn: Lockbox 30790
</TABLE>

This Statement of Additional Information ("Statement") expands upon subjects
discussed in the current Prospectus for the Variable Annuity Contracts (the
"Contracts") offered by Connecticut General Life Insurance Company through CG
Variable Annuity Separate Account II. You may obtain a copy of the Prospectus
dated May 1, 1997, by calling (800) 552-9898, or by writing to Annuity &
Variable Life Services Center, Routing S-249, Connecticut General Life Insurance
Company, Hartford, Connecticut 06152-2249. Terms used in the current Prospectus
for the Contracts are incorporated in this Statement.

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACTS AND CG VARIABLE
ANNUITY SEPARATE ACCOUNT II.

Dated: May 1, 1997

1
<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE CONTRACTS -- GENERAL PROVISIONS........................................................................ 3
The Contracts............................................................................................ 3
Loans.................................................................................................... 3
Non-Participating Contracts.............................................................................. 3
Misstatement of Age...................................................................................... 3

CALCULATION OF VARIABLE ACCOUNT VALUES..................................................................... 3
Variable Accumulation Unit 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

ADMINISTRATION............................................................................................. 7

ACCOUNT INFORMATION........................................................................................ 7

DISTRIBUTION OF THE CONTRACTS.............................................................................. 7

CUSTODY OF ASSETS.......................................................................................... 7

HISTORICAL PERFORMANCE DATA................................................................................ 8
Money Market Sub-Account Yield........................................................................... 8
Other Sub-Account Yields................................................................................. 8
Total Returns............................................................................................ 9
Other Performance Data................................................................................... 10

LEGAL MATTERS.............................................................................................. 10

LEGAL PROCEEDINGS.......................................................................................... 10

EXPERTS.................................................................................................... 10

FINANCIAL STATEMENTS....................................................................................... 10
Connecticut General Life Insurance Company...............................................................
CG Variable Annuity Separate Account II..................................................................

APPENDIX I.................................................................................................
Variable Account Unit Value Sample Calculations for New York Contracts Issued Before May 1, 1996.........
</TABLE>

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<PAGE>
In order to supplement the description in the Prospectus, the following
provides additional information about Connecticut General Life Insurance Company
(the "Company") and the Contracts which may be of interest to an Owner. Terms
have the same meaning as in the Prospectus, unless otherwise indicated.

THE CONTRACTS -- GENERAL PROVISIONS

THE CONTRACTS

A Contract, attached riders, amendments and any application, form the entire
contract. Only the President, a Vice President, a Secretary, a Director, or an
Assistant Director of the Company may change or waive any provision in a
Contract. Any changes or waivers must be in writing. The Company may change or
amend the Contracts if such change or amendment is necessary for the Contracts
to comply with or take advantage of any state or federal law, rule or
regulation.

LOANS

Under the Contracts, loans are not permitted.

NON-PARTICIPATING CONTRACTS

The Contracts do not participate or share in the profits or surplus earnings
of the Company.

MISSTATEMENT OF AGE

If the age of the Annuitant is misstated, any amounts payable by the Company
under the Contract will be adjusted to be those amounts which the Premium
Payments would have purchased for the correct age, according to the Company's
rates in effect on the Date of Issue. Any overpayment by the Company, with
interest at the rate of 6% per year, compounded annually, will be charged
against the payments to be made next succeeding the adjustment. Any underpayment
by the Company will be paid in a lump sum.

CALCULATION OF VARIABLE ACCOUNT VALUES

On any Valuation Date, the Variable Account value is equal to the totals of
the values allocated to the Contracts in each Sub-Account. The portion of an
Owner's Annuity Account Value held in any Variable Account Sub-Account is equal
to the number of Sub-Account units allocated to a Contract multiplied by the
Sub-Account accumulation unit value as described below.

VARIABLE ACCUMULATION UNIT VALUE

Upon receipt of a Premium Payment by the Company at its Annuity & Variable
Life Services Center, all or that portion, if any, of the Premium Payment to be
allocated to the Variable Account Sub-Accounts will be credited to the Variable
Account in the form of Variable Accumulation Units. The number of particular
Variable Accumulation Units to be credited is determined by dividing the dollar
amount allocated to the particular Variable Account Sub-Account by the Variable
Accumulation Unit Value for the particular Variable Account Sub-Account for the
Valuation Period during which the Premium Payment is received at the Company's
Variable Products Service Center (for the initial Premium Payment, for the
Valuation Period during which the Premium Payment is accepted).

The Variable Accumulation Unit Value for each Variable Account Sub-Account
was set initially at $10.00 for the first Valuation Period of the particular
Variable Account Sub-Account. The Variable Account commenced operations on April
10, 1995. The Variable Accumulation Unit Value for the particular Variable
Account Sub-Account for any subsequent Valuation Period is determined by
multiplying the Variable Accumulation Unit Value for the particular Variable
Account Sub-Account for the immediately preceding Valuation Period by the Net
Investment Factor for the particular Variable Account Sub-Account for such
subsequent Valuation Period. The Variable Accumulation Unit Value for each
Variable Account Sub-Account for any Valuation Period is the value determined as
of the end of the particular Valuation Period and may increase, decrease, or
remain constant from Valuation Period to Valuation Period.

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<PAGE>
The Variable Account portion of the Annuity Account Value, if any, for any
Valuation Period is equal to the sum of the value of all Variable Accumulation
Units of each Variable Account Sub-Account credited to the Contract for such
Valuation Period. The value in a Contract of each Variable Account Sub-Account
is determined by multiplying the number of Variable Accumulation Units, if any,
credited to such Variable Account Sub-Account in a Contract by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for such
Valuation Period.

NET INVESTMENT FACTOR

The Net Investment Factor is an index applied to measure the investment
performance of a Variable Account Sub-Account from one Valuation Period to the
next. The Net Investment Factor may be greater or less than or equal to 1.0;
therefore, the value of a Variable Accumulation Unit may increase, decrease, or
remain the same.

The Net Investment Factor for any Variable Account Sub-Account for any
Valuation Period is determined by dividing (a) by (b) and then subtracting (c)
from the result where:

(a) is the net result of:

(1) the net asset value 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 mortality and expense risks
and for administrative expenses.

SAMPLE CALCULATIONS AND TABLES

VARIABLE ACCOUNT UNIT VALUE CALCULATIONS*

VARIABLE ACCUMULATION UNIT VALUE CALCULATION. Assume the net asset value of
a Fund share at the end of the current Valuation Period is $16.50; and its value
at the end of the immediately preceding Valuation Period was $16.46; the
Valuation Period is one day; and no dividends or distributions caused Fund
shares to go "ex-dividend" during the current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality and
expense risks and the administrative expense charge of .00003862644 (the daily
equivalent of the current charge of 1.40% on an annual basis) gives a net
investment factor of 1.00239150756. If the value of the Variable Accumulation
Unit for the immediately preceding Valuation Period had been $14.703693, the
value for the current Valuation Period would be $14.738857 ($14.703693 X
1.00239150756).

VARIABLE ANNUITY UNIT VALUE CALCULATION. The assumptions in the above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding Valuation Period had been $13.579136. As the first variable annuity
payment is determined by using an assumed interest rate of 3% per year, the
value of the Annuity Unit for the current Valuation Period would be $13.610508
[$13.579136 X 1.00239150756 (the net investment factor) X 0.999919020].
0.999919020 is the factor, for a one day Valuation Period, that neutralizes the
assumed interest rate of three percent (3%) per year used to establish the
Annuity Payment Rates found in the Contract.

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<PAGE>
VARIABLE ANNUITY PAYMENT CALCULATION. Assume that a Participant's Variable
Annuity Account is credited with 5319.7531 Variable Accumulation Units of a
particular Sub-Account; that the Variable Accumulation Unit Value and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately preceding the Annuity Date are $14.703693 and $13.579136
respectively; that the Annuity Payment Rate for the age and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.610170. The first variable annuity payment
would be $509.99 (5319.7531 X $14.703693 X 6.52 divided by 1,000). The number of
Annuity Units credited would be 37.5569 ($509.99 divided by $13.579136) and the
second variable annuity payment would be $511.16 (37.5569 X $13.610170).

*For New York Contracts issued before May 1, 1996, see Appendix I.

WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES

The following example illustrates the detailed calculations for a $100,000
deposit into the Fixed Account with a guaranteed rate of 8% for a duration of
five years. The intent of the example is to show the effect of the Market Value
Adjustment ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation of the cash surrender (withdrawal) value. Any charges for
optional death benefit risks are not taken into account in the example. The
effect of the MVA is reflected in the index rate factor in column (2) and the
minimum 3% guarantee is shown under column (4) under the "Surrender Value
Calculation". The "Surrender Charge Calculation" assumes there have been no
prior withdrawals and illustrates the operation of the Fifteen Percent Free
provision of the Contract. The "Market Value Adjustment Tables" and "Minimum
Value Calculation" contain the explicit calculation of the index factors and the
3% minimum guarantee respectively. The "Annuity Value Calculation" and "Minimum
Value" calculations assume the imposition of the annual $30 Annuity Account Fee
charge, but that fee is waived if the Annuity Account Value at the end of a
Contract Year is $100,000 or more.

WITHDRAWAL CHARGE TABLES

SAMPLE CALCULATIONS FOR MALE 35 ISSUE
CASH SURRENDER VALUES

<TABLE>
<S> <C>
Single premium..................... $100,000
Premium taxes...................... 0
Withdrawals........................ None
Guaranteed period.................. 5 years
Guaranteed interest rate........... 8%
Annuity date....................... Age 70
Index rate A....................... 7.5%
Index rate B (before adjustment)... 8.00% end of contract year 1
7.75% end of contract year 2
7.00% end of contract year 3
6.50% end of contract year 4
Percentage adjustment to B......... 0.5%
</TABLE>

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<PAGE>
SURRENDER VALUE CALCULATION

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5) (6) (7)
ANNUITY INDEX RATE ADJUSTED MINIMUM GREATER OF SURRENDER SURRENDER
CONTRACT YEAR VALUE FACTOR ANNUITY VALUE VALUE (3)&(4) CHARGE VALUE
- -------------------------------- ----------- ----------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
1............................... $ 107,970 0.972573 $ 105,009 $ 102,970 $ 105,009 $ 5,950 $ 99,059
2............................... $ 116,578 0.993056 $ 115,768 $ 106,029 $ 115,768 $ 5,100 $ 110,668
3............................... $ 125,874 1.004667 $ 126,461 $ 109,180 $ 126,461 $ 4,250 $ 122,211
4............................... $ 135,914 1.007026 $ 136,869 $ 112,425 $ 136,869 $ 3,400 $ 133,469
5............................... $ 146,757 1.000000 $ 146,757 $ 115,768 $ 146,757 $ 2,550 $ 144,207
</TABLE>

ANNUITY VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR ANNUITY VALUE
- ------------------------------ ------------------------------------------
<S> <C>
1............................. $100,000 X 1.08 - $30 = $107,970
2............................. $107,965 X 1.08 - $30 = $116,578
3............................. $116,567 X 1.08 - $30 = $125,874
4............................. $125,858 X 1.08 - $30 = $135,914
5............................. $135,891 X 1.08 - $30 = $146,757
</TABLE>

SURRENDER CHARGE CALCULATION

<TABLE>
<CAPTION>
(1) (3)
SURRENDER (2) SURRENDER
CONTRACT YEAR CHARGE FACTOR SURRENDER CHARGE FACTOR CHARGE
- -------------------------------------------------------------- --------------- ----------------------- -----------
<S> <C> <C> <C>
1............................................................. 0.07 0.0595 $ 5,950
2............................................................. 0.06 0.0510 $ 5,100
3............................................................. 0.05 0.0425 $ 4,250
4............................................................. 0.04 0.0340 $ 3,400
5............................................................. 0.03 0.0255 $ 2,550
</TABLE>

MARKET VALUE ADJUSTMENT TABLES
INTEREST RATE FACTOR CALCULATION

<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
INDEX INDEX ADJUSTED N (1+A)
CONTRACT YEAR RATE A RATE B INDEX RATE B -- (1+B)
- --------------------------------------------------------------- ----------- ----------- --------------- -----------
<S> <C> <C> <C> <C> <C>
1.............................................................. 7.5% 8.00 8.25 4 0.972573
2.............................................................. 7.5% 7.75 7.75 3 0.993056
3.............................................................. 7.5% 7.00 7.25 2 1.004667
4.............................................................. 7.5% 6.50 6.75 1 1.007026
5.............................................................. 7.5% NA NA 0 NA
</TABLE>

MINIMUM VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR MINIMUM VALUE
- ------------------------------ ------------------------------------------
<S> <C>
1............................. $100,000 X 1.03 - $30 = $102,970
2............................. $102,965 X 1.03 - $30 = $106,029
3............................. $106,019 X 1.03 - $30 = $109,180
4............................. $109,165 X 1.03 - $30 = $112,425
5............................. $112,404 X 1.03 - $30 = $115,768
</TABLE>

STATE REGULATION OF THE COMPANY

The Company, a Connecticut corporation, is subject to regulation by the
Connecticut Department of Insurance. An annual statement is filed with the
Connecticut Department of Insurance each year

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<PAGE>
covering the operations and reporting on the financial condition of the Company
as of December 31 of the preceding year. Periodically, the Connecticut
Department of Insurance or other authorities examine the liabilities and
reserves of the Company and the Variable Account, and a full examination of the
Company's operations is conducted periodically by the Connecticut Department of
Insurance. In addition, the Company is subject to the insurance laws and
regulations of other states within which it is licensed to operate. Generally,
the Insurance Department of any other state applies the laws of the state of
domicile in determining permissible investments.

A Contract is governed by the laws of the state in which it is delivered.
The values and benefits of each Contract are at least equal to those required by
such state.

ADMINISTRATION

The Company performs certain administrative functions relating to the
Contracts, the individual Annuity Accounts, the Fixed Account, and the Variable
Account. These functions include, among other things, maintaining the books and
records of the Variable Account, the Fixed Account, and the Sub-Accounts, and
maintaining records of the name, address, taxpayer identification number,
contract number, Annuity Account number and type, the status of each Annuity
Account and other pertinent information necessary to the administration and
operation of the Contracts.

ACCOUNT INFORMATION

At least once during each Calendar Year, the Company will furnish the Owner
with a report showing the Annuity Account Value at the end of the preceding
Calendar Year, all transactions during the Calendar Year, the current Annuity
Account Value, the number of Accumulation Units in each Variable Account
Sub-Account Accumulation Account and the applicable Accumulation Unit Value as
of the date of the report. In addition, each person having voting rights in the
Variable Account and a Fund or Funds will receive each such reports or
prospectuses as may be required by the Investment Company Act of 1940 and the
Securities Act of 1933. The Company will also send each Owner such statements
reflecting transactions in the Owner's Annuity Account as may be required by
applicable laws, rules and regulations.

Upon request to the Annuity & Variable Life Services Center, the Company
will provide an Owner with information regarding fixed and variable accumulation
values.

DISTRIBUTION OF THE CONTRACTS

The Contracts will be sold by licensed insurance agents in those states
where the Contracts may lawfully be sold. Such agents will be registered
representatives of broker-dealers registered under the Securities Exchange Act
of 1934 who are members of the National Association of Securities Dealers, Inc.
(NASD). The Contracts will be distributed by the Company's principal
underwriter, CIGNA Financial Advisers, Inc. ("CFA"), located at 900 Cottage
Grove Road, Bloomfield, CT. CFA is a Connecticut corporation organized in 1967,
and is the principal underwriter for the Company's other registered separate
accounts. Commissions and other distribution compensation will be paid by the
Company and will not be more than 7.00% of Premium Payments. The Company
received $39,289 in deferred sales charges attributable to the Variable Account
portion of the Contracts issued pursuant to CG Variable Annuity Separate Account
II for the period ended December 31, 1996.

Sales charges on and exchange privileges under the Contracts are described
in the Prospectus. There are no variations in the prices at which the Contracts
are offered for certain types of purchasers.

CUSTODY OF ASSETS

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<PAGE>
value for the purpose of meeting the contractual obligations of the Variable
Account, paying charges relative to the Variable Account or making adjustments
for annuity reserves held in the Variable Account. The assets of the
Sub-Accounts of the Variable Account are held separate and apart from the assets
of any other segregated asset accounts of the Company and separate and apart
from the Company's general account assets. The Company maintains records of all
purchases and redemptions of shares of each Fund held by each of the
Sub-Accounts of the Variable Account. Additional protection for the assets of
the Variable Account is afforded by the Company's fidelity bond covering the
acts of officers and employees of the Company which is presently in the amount
of $100,000,000.

HISTORICAL PERFORMANCE DATA

Historical performance data as of December 31, 1996 for each of the
Sub-Accounts of the Separate Account follows in the Financial Statements.

MONEY MARKET SUB-ACCOUNT YIELD

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.

The effective yield is calculated by compounding the unannualized base
period return according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)] - 1

The yield on amounts held in the Money Market Sub-Account normally will
fluctuate on a daily basis. Therefore, the disclosed yield for any given past
period is not an indication or representation of future yields or rates of
return. The Money Market Sub-Account's actual yield is affected by changes in
interest rates on money market securities, average portfolio maturity of the
Money Market Fund, the types and quality of portfolio securities held by the
Money Market Fund and its operating expenses. The yield figures do not reflect
withdrawal charges or premium taxes.

OTHER SUB-ACCOUNT YIELDS

The Company may from time to time advertise or disclose the current
annualized yield of one or more of the Sub-Accounts of the Variable Account
(except the Money Market Sub-Account) for 30-day periods. The annualized yield
of a Sub-Account refers to income generated by the Sub-Account over a specific
30-day period. Because the yield is annualized, the yield generated by a
Sub-Account during the 30-day period is assumed to be generated each 30-day
period over a 12-month period. The yield is

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<PAGE>
computed by: (i) dividing the net investment income per accumulation unit earned
during the period by the maximum offering price per unit on the last day of the
period, according to the following formula:

Yield = 2 [(a - b + 1) - 1]
cd

Where: a = Net investment income earned during the period by
the Fund attributable to shares owned by the
Sub-Account.
b = Expenses accrued for the period.
c = The average daily number of accumulation units
outstanding during the period.
d = The maximum offering price per accumulation unit
on the last day of the period.

Because of the charges and deductions imposed by the Variable Account, the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or deferred sales charges that may be applicable to a particular
Contract. Deferred sales charges range from 7% to 1% of the amount withdrawn or
surrendered on total Premium Payments paid less prior partial withdrawals, based
on the Contract Year in which the withdrawal or surrender occurs.

The yield on amounts held in the Sub-Accounts of the Variable Account
normally will fluctuate over time. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.

TOTAL RETURNS

The Company may from time to time also advise or disclose annual average
total returns for one or more of the Sub-Accounts of the Variable Account for
various periods of time. When a Sub-Account has been in operation for 1, 5 and
10 years, respectively, the total return for these periods will be provided.
Total returns for other periods of time may from time to time also be disclosed.
Total returns represent the average annual compounded rates of return that would
equate the initial amount invested to the redemption value of that investment as
of the last day of each of the periods.

Total returns will be calculated using Sub-Account Unit Values which the
Company calculates on each Valuation Period based on the performance of the
Sub-Account's underlying Fund, and the deductions for the mortality and expense
risk charge, the administrative expense charge, and the Account Fee. The Account
Fee is reflected by dividing the total amount of such charges collected during
the year that are attributable to the Variable Account by the total average net
assets of all the Variable Sub-Accounts. The resulting percentage is deducted
from the return in calculating the ending redeemable value. These figures will
not reflect any premium taxes. Total return calculations will reflect the effect
of deferred sales charges that may be applicable to a particular period. The
total return will then be calculated according to the following formula:

P(1+T) = ERV

Where: P = A hypothetical initial Premium Payment of $1,000.
T = Average annual total return.
n = Number of years in the period.
ERV = Ending redeemable value of a hypothetical $1,000
payment made at the beginning of the one, five or
ten-year period, at the end of the one, five or
ten-year period (or fractional portion thereof).

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<PAGE>
OTHER PERFORMANCE DATA

The Company may from time to time also disclose average annual total returns
in a non-standard format in conjunction with the standard format described
above. The non-standard format will be identical to the standard one except that
the deferred sales charge percentage will be assumed to be 0%.

The Company may from time to time disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the deferred sales
charge percentage will be 0%.

CTR = (ERV/P) - 1

Where: CTR = The cumulative total return net of Sub-Account
recurring charges for the period.
ERV = The ending redeemable value of the hypothetical
investment made at the beginning of the one, five
or ten-year period, at the end of the one, five or
ten-year period (or fractional portion thereof).
P = A hypothetical initial payment of $10,000

All non-standard performance data will only be advertised if the standard
performance data is also disclosed.

The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.

LEGAL MATTERS

Legal advice regarding certain matters relating to the federal securities
laws applicable to the issuance of the Contracts described in the Prospectus and
this Statement has been provided by Edwin L. Kerr, Counsel, Individual
Insurance, CIGNA Companies. All matters of Connecticut law pertaining to the
Contracts, including the validity of the Contracts and the Company's right to
issue the Contracts under Connecticut Insurance Law and any other applicable
state insurance or securities laws, have been passed upon by Robert A.
Picarello, Chief Counsel, Individual Insurance, CIGNA Companies.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Variable Account is a party or
to which the assets of the Variable Account are subject. The Company is not
involved in any litigation that is of material importance in relation to its
total assets or that relates to the Variable Account.

EXPERTS

The consolidated financial statements of Connecticut General Life Insurance
Company as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996 included in this Statement of Additional
Information have been so included in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting. Price Waterhouse LLP's consent to this reference to the
firm as an "expert" is filed as an exhibit to the registration statement of
which this Statement of Additional Information is a part.

FINANCIAL STATEMENTS

The consolidated financial statements of the Company which are included in
this Statement should be considered only as bearing on the ability of the
Company to meet the obligations under the

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<PAGE>
Contracts. They should not be considered as bearing on the investment
performance of the assets held in the Variable Account, or on the Guaranteed
Interest Rate credited by the Company during a Guaranteed Period. The financial
statements of the Variable Account as of December 31, 1996 are also included.

-FINANCIALS TO BE SUPPLIED -

11
<PAGE>
PART B. STATEMENT OF ADDITIONAL INFORMATION NO. 2
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS

Issued through

CG VARIABLE ANNUITY SEPARATE ACCOUNT II

Offered by

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

Telephone: (800) 552-9898