FIRST CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
485BPOS, 1999-04-23
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As filed with the Securities and Exchange Commission on April 23, 1999

                                                             File No. 33-83354
                                                             File No. 811-8732

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [ ]
                         Pre-Effective Amendment No.                    [ ]
                                                    ---
                       Post-Effective Amendment No.  8                  [X]
                                                    ---

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940         [ ]
                                Amendment No. 10 
                                             ----

              FIRST CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT
                           (Exact Name of Registrant)

                      FIRST CITICORP LIFE INSURANCE COMPANY
                               (Name of Depositor)

                                666 Fifth Avenue
                                    3rd Floor
                            New York, New York 10103
              (Address of Depositor's Principal Executive Offices)

                  Depositor's Telephone Number: (212) 830-4901

                          Catherine S. Mulholland, Esq.
                                 General Counsel
                      First Citicorp Life Insurance Company
                            800 Silver Lake Boulevard
                              Dover, Delaware 19904

               (Name and Address of Agent for Service of Process)



                                    Copy to:

                            Stephen E. Roth, Esquire
                        Sutherland, Asbill & Brennan LLP
                         1275 Pennsylvania Avenue, N.W.
                           Washington, D.C. 20004-2415

   Approximate Date of Proposed Public Offering: As soon as practicable after
                the effective date of the registration statement.


<PAGE>


It is proposed that this filling will become effective:

   [ ] immediately upon filing pursuant to paragraph (b)
   [X] on MAY 1, 1999 pursuant to paragraph (b)
   [ ] 60 days after filing pursuant to paragraph (a)(i)
   [ ] on pursuant to paragraph (a)(i)
   [ ] 75 days after filing pursuant to paragraph (a)(ii)
   [ ] on pursuant to paragraph (a)(ii) of Rule 485

If appropriate, check the following box:
   [ ] this Post-Effective Amendment designates a new effective date for a
       previously filed Post-Effective Amendment.

Title of Securities Being Registered:  Individual Flexible Premium Deferred
Variable Annuity Contracts


<PAGE>



                                     PART A

                                   PROSPECTUS







<PAGE>


                         SUPPLEMENT DATED MAY 1, 1999 TO
                          PROSPECTUS DATED MAY 1, 1999

              First Citicorp Life Variable Annuity Separate Account

                      First Citicorp Life Insurance Company

               Flexible Premium Deferred Variable Annuity Contract

For all Contracts applied for prior to February 1, 1999, the prospectus dated
May 1, 1999 is amended to reflect mortality and expense risk charges equal, on
an annual basis, to 0.84% of the average daily net assets of the Contract
invested in the INVESTMENT PORTFOLIOS. We may change this charge in the future
but it will never be greater than 1.25%.

                                    * * * * *

The first paragraph in the section captioned "5. Charges and Deductions" (page
4) is revised as follows:

     The Contract has insurance features and investment features and there are
     costs related to each. Each year, we deduct a $30 contract fee from your
     Contract. This charge is waived if the value of your Contract is at least
     $25,000 or if you have added at least $2,500 ($2,000 for QUALIFIED
     CONTRACTS) in additional PURCHASE PAYMENTS to your Contract during the last
     12 months. We also deduct for insurance charges a total of 0.99% of the
     average daily value of your contract allocated to the SUBACCOUNTS. We may
     change this charge in the future but it will never be greater than 1.40%.

The Table of "Separate Account Annual Expenses" in the section captioned "FEE
TABLES" (page 5) is revised as follows:

- --------------------------------------------------------------------------------
  SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of
      average net assets)
  Mortality and Expense Risk Charge                     0.84%
  Administration Charge                                 0.15%
                                                        -----
     Total Separate Account Expenses                    0.99%
- --------------------------------------------------------------------------------

The paragraph titled "MORTALITY AND EXPENSE RISK CHARGE" in the section
captioned "SECTION 5. CHARGES AND DEDUCTIONS" (page 12) is replaced with the
following:

     This charge is for all of the insurance benefits included under the
     Contract such as the guaranteed minimum interest rate used to calculate
     Fixed Annuity Income Payments, the guarantee that ANNUITY INCOME PAYMENTS
     will continue for the life of the ANNUITANT, the guaranteed death benefits
     and for the risk that the current charges will be insufficient to cover the
     cost of administering the Contract in the future. If the charges under the
     Contract are not sufficient, then we will bear the loss. Currently, the
     Mortality and Expense Risk Charge is equal, on an annual basis, to 0.84% of
     the average daily net assets of the Contract invested in the INVESTMENT
     PORTFOLIOS. We may change this charge in the future but it will never be
     greater than 1.25%.

     The section captioned "Examples" (page 6) is replaced with the following:


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

   If you surrender or annuitize the Contract under an ANNUITY INCOME OPTION not
providing a life annuity or a life annuity with a period certain of at least
five years at the end of the applicable time period.

<TABLE>
<CAPTION>
                                                           1 Year              3 Years              5 Years            10 Years
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>                  <C>                 <C> 
CitiSelect VIP Folio 200 Conservative                        $82                $105                 $130                $223
   (formerly CitiSelect VIP Folio 200)
CitiSelect VIP Folio 300 Balanced                            $82                $105                 $130                $223
   (formerly CitiSelect VIP Folio 300)
CitiSelect VIP Folio 400 Growth                              $85                $114                 $145                $253
   (formerly CitiSelect VIP Folio 400)
CitiSelect VIP Folio 500 Growth Plus                         $85                $114                 $145                $253
   (formerly CitiSelect VIP Folio 500)
CitiFunds Small Cap Growth VIP Portfolio                     $82                $104                 $128                $218
Fidelity VIP Growth Portfolio                                $80                $ 96                 $116                $193
Fidelity VIP High Income Portfolio                           $80                $ 98                 $118                $197
Fidelity VIP Equity-Income Portfolio                         $79                $ 94                 $111                $183
Fidelity VIP Overseas Portfolio                              $82                $103                 $127                $217
Fidelity VIP II Contrafund Portfolio                         $80                $ 96                 $116                $193
Fidelity VIP II Index 500 Portfolio                          $76                $ 85                 $ 96                $152
AIM V.I. Capital Appreciation Fund                           $80                $ 97                 $116                $194
AIM V.I. Government Securities Fund                          $81                $ 99                 $121                $203
AIM V.I. Growth Fund                                         $80                $ 98                 $119                $199
AIM V.I. Growth and Income Fund                              $80                $ 96                 $115                $192
AIM V.I. International Equity Fund                           $82                $104                 $128                $219
AIM V.I. Value Fund                                          $80                $ 96                 $116                $193
MFS Global Governments Series                                $83                $107                 $133                $229
  (formerly MFS World Governments Series)
MFS Money Market Series                                      $79                $ 95                 $114                $188
MFS Bond Series                                              $83                $107                 $134                $230
MFS Total Return Series                                      $82                $104                 $128                $219
MFS Research Series                                          $82                $102                 $126                $214
MFS Emerging Growth Series                                   $81                $102                 $125                $213
</TABLE>

                                       1


<PAGE>


If you don't surrender the Contract or you annuitize it under an ANNUITY INCOME
OPTION providing either a life annuity or a life annuity with a period certain
of at least five years at the end of the applicable time period.

<TABLE>
<CAPTION>

                                                           1 Year              3 Years              5 Years            10 Years
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>                 <C>                 <C> 
CitiSelect VIP Folio 200 Conservative                        $19                 $60                 $103                $223
  (formerly CitiSelect VIP Folio 200)
CitiSelect VIP Folio 300 Balanced                            $19                 $60                 $103                $223
  (formerly CitiSelect VIP Folio 300)
CitiSelect VIP Folio 400 Growth                              $22                 $69                 $118                $253
  (formerly CitiSelect VIP Folio 400)
CitiSelect VIP Folio 500 Growth Plus                         $22                 $69                 $118                $253
  (formerly CitiSelect VIP Folio 500)
CitiFunds Small Cap Growth VIP Portfolio                     $19                 $59                 $101                $218
Fidelity VIP Growth Portfolio                                $17                 $51                 $ 89                $193
Fidelity VIP High Income Portfolio                           $17                 $53                 $ 91                $197
Fidelity VIP Equity-Income Portfolio                         $16                 $49                 $ 84                $183
Fidelity VIP Overseas Portfolio                              $19                 $58                 $100                $217
Fidelity VIP II Contrafund Portfolio                         $17                 $51                 $ 89                $193
Fidelity VIP II Index 500 Portfolio                          $13                 $40                 $ 69                $152
AIM V.I. Capital Appreciation Fund                           $17                 $52                 $ 89                $194
AIM V.I. Government Securities Fund                          $20                 $54                 $ 94                $203
AIM V.I. Growth Fund                                         $16                 $53                 $ 92                $199
AIM V.I. Growth and Income Fund                              $19                 $51                 $ 88                $192
AIM V.I. International Equity Fund                           $20                 $59                 $101                $219
AIM V.I. Value Fund                                          $19                 $51                 $ 89                $193
MFS Global Governments Series                                $20                 $62                 $106                $229
  (formerly MFS World Governments Series)
MFS Money Market Series                                      $16                 $50                 $ 87                $188
MFS Bond Series                                              $20                 $62                 $107                $230
MFS Total Return Series                                      $19                 $59                 $101                $219
MFS Research Series                                          $19                 $57                 $ 99                $214
MFS Emerging Growth Series                                   $18                 $57                 $ 98                $213
</TABLE>

FOOTNOTES TO EXAMPLES

The foregoing tables are intended to assist you in understanding the costs and
expenses that you will bear directly or indirectly. The tables reflect fiscal
year 1998 expenses for the SEPARATE ACCOUNT and fiscal year 1998 expenses for
the INVESTMENT PORTFOLIOS.

1.   Premium taxes are not reflected in the Examples. We may apply premium taxes
     ranging up to 3.5%, depending on the laws of various jurisdictions. In
     addition, the Examples do not reflect any transfer charges. The $30 Annual
     Contract Fee is reflected in the Examples by dividing the total Annual
     Contract Fees collected during fiscal year 1998 by the total of all
     Contract assets under management as of the end of fiscal year 1997. This
     converts the Annual Contract Fee to a factor of $0.17 for purposes of the
     examples based on a $1,000 investment.

THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE 5% ANNUAL RATE OF RETURN IS HYPOTHETICAL AND DOES NOT REPRESENT
PAST OR FUTURE ANNUAL RETURNS. ACTUAL RETURNS MAY BE GREATER OR LESS THAN THE 5%
ASSUMED RATE.

                                       2

<PAGE>


               FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

                                    issued by


                      FIRST CITICORP LIFE INSURANCE COMPANY


                                   PROSPECTUS

This Prospectus describes the flexible premium deferred variable annuity
contract (the"Contract") offered by First Citicorp Life Insurance Company ("We,"
"us," "our" or "FCLIC").

The Contract has 24 investment choices: a FIXED ACCOUNT and 23 SUBACCOUNTS,
which are divisions of the First Citicorp Life Variable Annuity Separate
Account. You can put your money into the FIXED ACCOUNT and/or any of these
SUBACCOUNTS. Money directed to the FIXED ACCOUNT earns a declared interest rate
which is guaranteed by us. Money directed to any SUBACCOUNT is invested
exclusively in a single INVESTMENT PORTFOLIO. These 23 INVESTMENT PORTFOLIOS are
professionally managed and provide a broad range of investment strategies
(growth and income, aggressive growth, income, etc.), styles (growth, value,
etc.) and asset classes (stocks, bonds, international, etc.) and are listed
below. Investments in the INVESTMENT PORTFOLIOS are not guaranteed. You could
lose money.

Please read this prospectus carefully and keep it for future reference. It
contains important information about the First Citicorp Life Flexible Premium
Variable Annuity Contract that you ought to know before investing.

To learn more about the Contract, you can obtain a copy of the Statement of
Additional Information (SAI) dated the same date as this prospectus. The SAI has
been filed with the Securities and Exchange Commission (SEC) and is legally a
part of this prospectus. The SEC maintains a Web site (http://www.sec.gov) that
contains the SAI, material incorporated by reference and other information
regarding registrants that file electronically with the SEC. The SAI's table of
contents is on the last page of this prospectus. For a free copy of the SAI,
call us at (800) 497-4857 or write us at our Customer Service Office at 800
Silver Lake Blvd., P.O. Box 7031, Dover, DE 19903.

VARIABLE ANNUITY CONTRACTS ARE SUBJECT TO MARKET FLUCTUATION, REINVESTMENT RISK
AND POSSIBLE LOSS OF PRINCIPAL INVESTED. THE CONTRACTS ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY FINANCIAL INSTITUTION AND ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY.


MANAGED BY CITIBANK, N.A.

CitiSelect(R) VIP Folio 200 Conservative
  (formerly CitiSelect VIP Folio 200)
CitiSelect(R) VIP Folio 300 Balanced
  (formerly CitiSelect VIP Folio 300)
CitiSelect VIP Folio 400 Growth
  (formerly CitiSelect VIP Folio 400)
CitiSelect(R) VIP Folio 500 Growth Plus
  (formerly CitiSelect VIP Folio 500)
CitiFundsSM Small Cap Growth VIP Portfolio


MANAGED BY FIDELITY MANAGEMENT & RESEARCH COMPANY
Fidelity VIP1 Growth Portfolio
Fidelity VIP1 High Income Portfolio
Fidelity VIP1 Equity-Income Portfolio
Fidelity VIP1 Overseas Portfolio
Fidelity VIP II2 Contrafund Portfolio
Fidelity VIP II2 Index 500 Portfolio
1 Variable Insurance Products Fund
2 Variable Insurance Products Fund II


MANAGED BY A I M ADVISORS, INC.
AIM V.I. Capital Appreciation Fund
AIM V.I. Government Securities Fund
AIM V.I. Growth Fund
AIM V.I. Growth and Income Fund
AIM V.I. International Equity Fund
AIM V.I. Value Fund


MANAGED BY MFS INVESTMENT MANAGEMENT(R)
MFS Global Governments Series
  (formerly MFS World Governments Series)
MFS Money Market Series
MFS Bond Series
MFS Total Return Series
MFS Research Series
MFS Emerging Growth Series


THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE

May 1, 1999


                                       1
<PAGE>

                               TABLE OF CONTENTS

   
INDEX OF SPECIAL TERMS                                       2
SUMMARY                                                      3
FEE TABLES                                                   5
EXAMPLES                                                     6
SECTION 1: THE ANNUITY CONTRACT                              8
SECTION 2: ANNUITY PAYMENTS (THE INCOME PHASE)               8
         Variable Annuity Income Payments                    8
         Fixed Annuity Income Payments                       9
         Annuity Income Options                              9
SECTION 3: PURCHASE                                          9
         Purchase Payments                                   9
         Allocation of Purchase Payments                     9
         Free Look Period                                   10
         Accumulation Units                                 10
SECTION 4: INVESTMENT OPTIONS                               10
         Transfers During the Accumulation Phase            11
         Transfers During the Income Phase                  11
         Transfer Requests                                  11
         Dollar Cost Averaging Program                      11
         Voting Rights                                      12
         Substitution                                       12
SECTION 5: CHARGES AND DEDUCTIONS                           12
         Insurance Charges                                  12
         Annual Contract Fee                                12
         Surrender Charges                                  12
         Surrender Processing Fee                           13
         Premium Taxes                                      13
         Transfer Processing Fee                            13
         Investment Portfolio Expenses                      13
SECTION 6: TAXES                                            13
         Annuity Contracts in General                       13
         Qualified and Non-Qualified Contracts              13
         Withdrawals-- Non-Qualified Contracts              13
         Withdrawals-- Qualified Contracts                  14
         Diversification Requirements                       14
         Owner Control                                      14
         Taxation of Death Benefit Proceeds                 14
         Transfers, Assignments or Exchanges of
              a Contract                                    14
         Withholding                                        14
         Multiple Contracts                                 14
SECTION 7: ACCESS TO YOUR MONEY                             14
         Systematic Withdrawal Program                      15
SECTION 8: PERFORMANCE                                      15
SECTION 9: DEATH BENEFITS                                   15
         Upon Your Death                                    15
         Death of the Annuitant                             16
SECTION 10: OTHER INFORMATION                               16
         First Citicorp Life Insurance Company              16
         The Separate Account                               16
         Distribution                                       16
         Ownership                                          16
         Beneficiary                                        16
         Suspension of Payment or Transfers                 17
         Modifications                                      17
         Legal Proceedings                                  17
         Financial Statements                               17
         Inquiries                                          17
STATEMENT OF ADDITIONAL INFORMATION
  TABLE OF CONTENTS                                         17
APPENDIX: Condensed Financial Information                   19
    


                             INDEX OF SPECIAL TERMS

We have tried to make this prospectus as easy as possible for you to read and
understand. However, the nature of variable annuities requires us to use certain
technical words or terms. We have identified some of these, which are italicized
when they are used in the text. The page shown below is where we believe you
will find the best explanation for the word or term.

Accumulation Phase                                           8
Accumulation Unit                                           10
Annuitant                                                    8
Annuity Income Date                                          8
Annuity Income Options                                       8
Annuity Income Payments                                      8
Annuity Unit                                                10
Beneficiary                                                 16
Business Day                                                 9
Contract Value                                               8
Contract Year                                               11
Fixed Account                                                8
Income Phase                                                 8
Investment Portfolios                                       10
Joint Owner                                                  8
Non-Qualified Contract                                      13
Notice To Us                                                11
Owner                                                       16
Purchase Payment                                             9
Qualified Contract                                          13
Separate Account                                            16
Subaccount                                                   8
Tax Deferral                                                13


                                       2


<PAGE>


SUMMARY
THE SECTIONS IN THIS SUMMARY CORRESPOND TO SECTIONS IN THIS PROSPECTUS WHICH
DISCUSS THE TOPICS IN GREATER DETAIL.

1. THE ANNUITY CONTRACT: The variable annuity offered by First Citicorp Life
Insurance Company ("We," "Our" and "Us") is a contract between you, the OWNER,
and us, an insurance company. The Contract enables you to invest on a
tax-deferred basis in a FIXED ACCOUNT and 23 different SUBACCOUNTS. The Contract
is intended for use in making long term financial plans, including saving for
retirement and estate planning, and provides for a death benefit and guaranteed
income options.

The FIXED ACCOUNT earns interest annually at a fixed rate that is guaranteed by
us never to be less than 3.0% and may be more. This rate is established
separately for each new PURCHASE PAYMENT or transfer you pay into the FIXED
ACCOUNT. Once established, a rate is guaranteed for 12 months. While money is in
the FIXED ACCOUNT, the interest earned as well as your principal is guaranteed
by us. Money directed to any of the 23 SUBACCOUNTS is, in turn invested
exclusively in a single INVESTMENT PORTFOLIO. The INVESTMENT PORTFOLIOS thus
available under the Contract are listed in Section 4. These portfolios are
designed and professionally managed and allow for a broad range of investment
strategies (growth and income, aggressive growth, income, etc.) styles, (growth,
value, etc.,) and asset classes (stocks, bonds, international, etc.). Amounts
invested in these portfolios will fluctuate daily based on the portfolio's
investment performance. Investments in these portfolios are NOT guaranteed and
may increase or decrease. You can also lose money.

You can put money into the FIXED ACCOUNT and any or all of the INVESTMENT
PORTFOLIOS by investing in the corresponding SUBACCOUNT. You can transfer your
money between the FIXED ACCOUNT and/or the SUBACCOUNTS, subject to certain
limitations which are explained elsewhere in this prospectus.

The Contract, like all deferred annuity contracts, has two phases: the
ACCUMULATION PHASE and the INCOME PHASE. During the ACCUMULATION PHASE, earnings
accumulate on a tax-deferred basis and are taxed as income only if you make a
withdrawal. The INCOME PHASE occurs when we begin making regular payments from
the Contract to you or some other person you name (the "ANNUITANT"). The amount
of money you are able to accumulate under the Contract during the ACCUMULATION
PHASE, as well as the manner in which payments are made, will determine the
amount of the payments made during the INCOME PHASE.

2. ANNUITY PAYMENTS (THE INCOME PHASE): If you want regular income from your
annuity, paid either to you or some other person(s), you may choose one of
several ANNUITY INCOME OPTIONS. You may also elect to receive all of your
CONTRACT VALUE in one lump sum or paid under any other plan to which we agree.
Once regular income payments begin, you cannot change the payment plan.

During the INCOME PHASE, you have the same investment choices you had during the
ACCUMULATION PHASE. You can choose to have payments come from the FIXED ACCOUNT,
one or more of the SUBACCOUNTS or both. If you choose to have any part of the
payments come from the SUBACCOUNTS, the dollar amount of the income payments may
go up or down, depending on the investment performance of the corresponding
INVESTMENT PORTFOLIOS.

3. PURCHASE: You may purchase a Contract with $5,000 or more. For tax QUALIFIED
CONTRACTS (such as IRA's and Roth IRA's), we require only $2,000. You can add
$500 or more to your Contract at any time during the ACCUMULATION PHASE ($100 or
more to tax QUALIFIED CONTRACTS).

4. INVESTMENT OPTIONS: You may put your money in any or all of the following
INVESTMENT PORTFOLIOS by directing it into the corresponding SUBACCOUNT. The
portfolios are described in their own prospectuses. You can make or lose money
in any of these portfolios, depending on market conditions.

   
MANAGED BY CITIBANK, NA
  CitiSelect VIP Folio 200 Conservative
    (formerly CitiSelect VIP Folio 200)
  CitiSelect VIP Folio 300 Balanced
    (formerly CitiSelect VIP Folio 300)
  CitiSelect VIP Folio 400 Growth
    (formerly CitiSelect VIP Folio 400)
  CitiSelect VIP Folio 500 Growth Plus
    (formerly CitiSelect VIP Folio 500)
  CitiFunds Small Cap Growth VIP Portfolio
    


MANAGED BY FIDELITY MANAGEMENT
& RESEARCH COMPANY
  Fidelity VIP Growth Portfolio
  Fidelity VIP High Income
  Portfolio Fidelity VIP Equity-Income Portfolio
  Fidelity VIP Overseas Portfolio
  Fidelity VIP II Contrafund Portfolio
  Fidelity VIP II Index 500 Portfolio

MANAGED BY A I M ADVISORS, INC.
  AIM V.I. Capital Appreciation Fund
  AIM V.I. Government Securities Fund
  AIM V.I. Growth Fund
  AIM V.I. Growth and Income Fund
  AIM V.I. International Equity Fund
  AIM V.I. Value Fund

MANAGED BY MFS INVESTMENT MANAGEMENT(R)
  MFS Global Governments Series
    (formerly MFS World Governments Series)
  MFS Money Market Series
  MFS Bond Series
  MFS Total Return Series
  MFS Research Series
  MFS Emerging Growth Series


                                       3


<PAGE>


5. CHARGES AND DEDUCTIONS: The Contract has insurance features and investment
features and there are costs related to each. Each year, we deduct a $30
contract fee from your Contract. This charge is waived if the value of your
Contract is at least $25,000 or if you have added at least $2,500 ($2,000 for
QUALIFIED CONTRACTS) in additional PURCHASE PAYMENTS to your Contract during the
last 12 months. We also deduct for insurance charges a total of 1.40% of the
average daily value of your contract allocated to the SUBACCOUNTS. We may change
this charge in the future but it will never be greater than 1.40%.

If you take any money out of the Contract, we may assess a Surrender Charge on
any PURCHASE PAYMENT you withdraw. The amount of the Surrender Charge is
dependent on the number of years since the PURCHASE PAYMENT was added to the
Contract. This Surrender Charge ranges from a maximum of 7% in the first year
after payment, declining 1% each year until the sixth year, when it becomes 0%.
If you surrender the Contract by taking out its entire value, or when you begin
receiving regular income payments under it, we may assess a state premium tax
ranging from 0-3.5%, depending upon the state in which you live.

There are also investment charges which range from 0.28% to 1.25% of the average
daily value of the INVESTMENT PORTFOLIO, depending on the portfolios in which
your Contract is invested.

6. TAXES: Earnings under the Contract are not taxed until you take them out (if
you are a natural person). If you take money out, earnings come out first and
are taxed as income. If you are younger than 59 1/2 when you take money out, you
may also be charged a 10% federal tax penalty on the withdrawn earnings.
Payments during the INCOME PHASE may be considered partly to be a return of your
original investment. That part of each payment is not taxable as income. Special
tax rules apply if your annuity has been issued as a QUALIFIED CONTRACT under
the Internal Revenue Code.

7. ACCESS TO YOUR MONEY: You can take some or all of the money out of your
Contract at any time during the ACCUMULATION PHASE. You can take all of your
earnings and up to 10% of your total PURCHASE PAYMENTS each year without any
Surrender Charge. Withdrawals in excess of this amount will be charged the
applicable Surrender Charge. After we have held the PURCHASE PAYMENT for 5
years, there is no charge for withdrawing it. Of course, you may have to pay
income tax and a tax penalty on any earnings you take out. Each PURCHASE PAYMENT
you add to your Contract has its own 5-year Surrender Charge period.

8. PERFORMANCE: The value of the Contract will increase or decrease depending
upon the investment performance of the INVESTMENT PORTFOLIO(S) in which the
SUBACCOUNTS you chose are invested. Performance information for each of the
INVESTMENT PORTFOLIOS is provided elsewhere in this prospectus and in the SAI.
Past performance is not a guarantee of future results.

9. DEATH BENEFITS: If you die before the INCOME PHASE begins, the person you
have chosen as your BENEFICIARY will receive a death benefit. This death benefit
will be the greater of: (1) the value of your Contract on the date we receive
proof of your death; (2) the money you've put into the Contract less any
PURCHASE PAYMENTS withdrawn; or (3) the value of your Contract on the most
recent 5-year anniversary after the date of issue plus any money you've added
minus any money withdrawn since that anniversary. If you die on or after age 75,
slightly different rules apply.

10.  OTHER INFORMATION:

     FREE LOOK: If you cancel the Contract within 10 days after receiving it, we
     will refund: (1) the value of your Contract invested in the subaccounts on
     the day we receive your request and any insurance charges assessed, plus
     (2) any purchase payments invested in the Fixed Account not previously
     withdrawn. No Surrender Charge will be assessed.
     This may be more or less than your original payment.

     NO PROBATE: In most cases, any death benefit paid to your BENEFICIARY will
     not have to pass through probate.

     DOLLAR COST AVERAGING PROGRAM: An optional Dollar-Cost Averaging program is
     available that permits you to transfer a set dollar amount systematically
     from the SUBACCOUNT investing in the Money Market Portfolio or the FIXED
     ACCOUNT to any other SUBACCOUNT, subject to certain restrictions. This
     reduces the risk of investing in a portfolio only when the price is high.
     Dollar-Cost Averaging does not guarantee a profit and it doesn't protect
     against a loss if market prices decline.

     SYSTEMATIC WITHDRAWALS: You may arrange to have money automatically sent to
     you each month while your Contract is still in the ACCUMULATION PHASE. Of
     course, you may have to pay taxes on the money you receive.


                                       4


<PAGE>


                                   FEE TABLES
- --------------------------------------------------------------------------------
  OWNER TRANSACTION EXPENSES

  Sales Charge Imposed on PURCHASE PAYMENTS           None
  Maximum Surrender Charge (contingent
    deferred sales charge) as a percentage
    of the PURCHASE PAYMENT withdrawn                  7%1
  Surrender Processing Fee                           None2
  Transfer Fee (imposed after the 18th transfer
    in any Contract Year)                             $253
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
ANNUAL CONTRACT FEE                                $304
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------
  SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of
    average net assets)
  Mortality and Expense Risk Charge                1.25%
  Administration Charge                            0.15%
                                                   -----
      Total Separate Account Expenses              1.40%
- --------------------------------------------------------------------------------


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

  ANNUAL PORTFOLIO EXPENSES (as percentage of average daily net assets)
<TABLE>
<CAPTION>

                                                                                                        Total Annual
                                                                                  Other Expenses     Portfolio Expenses
                                                                                       after                after
  Portfolio                                                   Management fees      reimbursement        reimbursement
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>                 <C>                  <C>  
  CitiSelect VIP Folio 200 Conservative                            0.75%               0.20%                0.95%
    (formerly CitiSelect VIP Folio 200)
  CitiSelect VIP Folio 300 Balanced                                0.75%               0.20%                0.95%
    (formerly CitiSelect VIP Folio 300)
  CitiSelect VIP Folio 400 Growth                                  0.75%               0.50%                1.25%
    (formerly CitiSelect VIP Folio 400)
  CitiSelect VIP Folio 500 Growth Plus                             0.75%               0.50%                1.25%
    (formerly CitiSelect VIP Folio 500)
  CitiFunds Small Cap Growth VIP Portfolio                         0.75%               0.15%                0.90%
  Fidelity VIP Growth Portfolio                                    0.59%               0.07%                0.66%
  Fidelity VIP High Income Portfolio                               0.58%               0.12%                0.70%
  Fidelity VIP Equity-Income Portfolio                             0.49%               0.08%                0.57%
  Fidelity VIP Overseas Portfolio                                  0.74%               0.15%                0.89%
  Fidelity VIP II Contrafund Portfolio                             0.59%               0.07%                0.66%
  Fidelity VIP II Index 500 Portfolio                              0.24%               0.04%                0.28%
  AIM V.I. Capital Appreciation Fund                               0.62%               0.05%                0.67%
  AIM V.I. Government Securities Fund                              0.50%               0.26%                0.76%
  AIM V.I. Growth Fund                                             0.64%               0.08%                0.72%
  AIM V.I. Growth and Income Fund                                  0.61%               0.04%                0.65%
  AIM V.I. International Equity Fund                               0.75%               0.16%                0.91%
  AIM V.I. Value Fund                                              0.61%               0.05%                0.66%
  MFS Global Governments Series                                    0.75%               0.26%                1.01%
    (formerly MFS World Governments Series)
  MFS Money Market Series                                          0.50%               0.12%                0.62%
  MFS Bond Series                                                  0.60%               0.42%                1.02%
  MFS Total Return Series                                          0.75%               0.16%                0.91%
  MFS Research Series                                              0.75%               0.11%                0.86%
  MFS Emerging Growth Series                                       0.75%               0.10%                0.85%
</TABLE>


The investment advisers to certain investment portfolios and/or the fund
managers voluntarily agreed to reimburse or waiver certain fees and expenses
during fiscal year 1998. Absent such fee waivers and reimbursements, "Other
Expenses" and "Total Annual Fund Expenses" for the following portfolios were:
CitiSelect VIP Folio 200 Conservative -- 3.55% and 4.30%; CitiSelect VIP Folio
300 Balanced -- 2.48% and 3.23%; CitiSelect VIP Folio 400 Growth -- 3.41% and
4.16%; CitiSelect VIP Folio 500 Growth Plus -- 4.78% and 5.53%; CitiFunds Small
Cap Growth VIP Portfolio -- 4.99% and 5.74%; Fidelity VIP Growth Portfolio --
0.09% and 0.68%; Fidelity VIP Equity Income Portfolio -- 0.09% and 0.58%;
Fidelity VIP Overseas Portfolio -- 0.17% and 0.91%; Fidelity VIP II Contrafund
Portfolio -- 0.11% and 0.70%; Fidelity VIP II Index 500 Portfolio -- 0.11% and
0.35%; MFS Global Governments Series -- 0.36% and 1.11%; MFS Money Market Series
- -- 0.46% and 0.96%; and the MFS Bond Series -- 0.63% and 1.23%, respectively.
There is no assurance that the fee waivers or reimbursements will continue at
current levels. For a more complete description of the various costs and
expenses see "Charges and Deductions" and the prospectus for the investment
portfolios.


                                       5


<PAGE>


EXAMPLES: You will pay the following expenses on a $1,000 investment. We assume
a 5% annual return on assets:5

   If, at the end of the applicable time period, you surrender or annuitize the
   Contract under an ANNUITY INCOME OPTION that does not provide a life annuity
   or a life annuity with a period certain of at least five years.
<TABLE>
<CAPTION>


                                                      1 Year              3 Years              5 Years            10 Years
                                                      ---------------------------------------------------------------------
<S>                                                    <C>                <C>                  <C>                 <C> 
CitiSelect VIP Folio 200 Conservative                   $87                $117                 $151                $264
  (formerly CitiSelect VIP Folio 200)
CitiSelect VIP Folio 300 Balanced                       $87                $117                 $151                $264
  (formerly CitiSelect VIP Folio 300)
CitiSelect VIP Folio 400 Growth                         $89                $126                 $166                $293
  (formerly CitiSelect VIP Folio 400)
CitiSelect VIP Folio 500 Growth Plus                    $89                $126                 $166                $293
  (formerly CitiSelect VIP Folio 500)
CitiFunds Small Cap Growth VIP Portfolio                $86                $116                 $148                $259
Fidelity VIP Growth Portfolio                           $84                $109                 $136                $235
Fidelity VIP High Income Portfolio                      $84                $110                 $138                $239
Fidelity VIP Equity-Income Portfolio                    $83                $106                 $132                $226
Fidelity VIP Overseas Portfolio                         $86                $116                 $148                $258
Fidelity VIP II Contrafund Portfolio                    $84                $109                 $136                $235
Fidelity VIP II Index 500 Portfolio                     $80                $ 97                 $117                $196
AIM V.I. Capital Appreciation Fund                      $84                $109                 $137                $236
AIM V.I. Government Securities Fund                     $85                $112                 $141                $245
AIM V.I. Growth Fund                                    $84                $111                 $139                $241
AIM V.I. Growth and Income Fund                         $84                $109                 $136                $234
AIM V.I. International Equity Fund                      $86                $116                 $149                $260
AIM V.I. Value Fund                                     $84                $109                 $136                $235
MFS Global Governments Series                           $87                $119                 $154                $270
  (formerly MFS World Governments Series)
MFS Money Market Series                                 $83                $108                 $134                $231
MFS Bond Series                                         $87                $119                 $154                $271
MFS Total Return Series                                 $86                $116                 $149                $260
MFS Research Series                                     $86                $115                 $146                $255
MFS Emerging Growth Series                              $86                $114                 $146                $254
</TABLE>

   If you don't surrender the Contract or you annuitize it under an ANNUITY
   INCOME OPTION providing either a life annuity or a life annuity with a period
   certain of at least five years at the end of the applicable time period.
<TABLE>
<CAPTION>

                                                       1 Year             3 Years              5 Years            10 Years
                                                      --------------------------------------------------------------------
<S>                                                    <C>                 <C>                 <C>                 <C> 
CitiSelect VIP Folio 200 Conservative                   $24                 $72                 $124                $264
  (formerly CitiSelect VIP Folio 200)
CitiSelect VIP Folio 300 Balanced                       $24                 $72                 $124                $264
  (formerly CitiSelect VIP Folio 300)
CitiSelect VIP Folio 400 Growth                         $26                 $81                 $139                $293
  (formerly CitiSelect VIP Folio 400)
CitiSelect VIP Folio 500 Growth Plus                    $26                 $81                 $139                $293
  (formerly CitiSelect VIP Folio 500)
CitiFunds Small Cap Growth VIP Portfolio                $23                 $71                 $121                $259
Fidelity VIP Growth Portfolio                           $21                 $64                 $109                $235
Fidelity VIP High Income Portfolio                      $21                 $65                 $111                $239
Fidelity VIP Equity-Income Portfolio                    $20                 $61                 $105                $226
Fidelity VIP Overseas Portfolio                         $23                 $71                 $121                $258
Fidelity VIP II Contrafund Portfolio                    $21                 $64                 $109                $235
Fidelity VIP II Index 500 Portfolio                     $17                 $52                 $ 90                $196
AIM V.I. Capital Appreciation Fund                      $21                 $64                 $110                $236
AIM V.I. Government Securities Fund                     $24                 $67                 $114                $245
AIM V.I. Growth Fund                                    $20                 $66                 $112                $241
AIM V.I. Growth and Income Fund                         $23                 $64                 $109                $234
AIM V.I. International Equity Fund                      $24                 $71                 $122                $260
AIM V.I. Value Fund                                     $23                 $64                 $109                $235
MFS Global Governments Series                           $24                 $74                 $127                $270
  (formerly MFS World Governments Series)
MFS Money Market Series                                 $20                 $63                 $107                $231
MFS Bond Series                                         $24                 $74                 $127                $271
MFS Total Return Series                                 $23                 $71                 $122                $260
MFS Research Series                                     $23                 $70                 $119                $255
MFS Emerging Growth Series                              $23                 $69                 $119                $254
</TABLE>

                                       6


<PAGE>


FOOTNOTES TO FEE TABLE AND EXAMPLES


The foregoing tables are intended to assist you in understanding the costs and
expenses that you will bear directly or indirectly. The tables reflect fiscal
year 1998 expenses for the SEPARATE ACCOUNT and fiscal year 1998 expenses for
the INVESTMENT PORTFOLIOS

1.   Surrender Charges apply separately to each PURCHASE PAYMENT withdrawn and
     are dependent on the number of years since the PURCHASE PAYMENT was added
     to the Contract. Surrender Charges range from a maximum of 7% in the first
     year after payment, declining 1% each year until the sixth year, when it
     becomes 0%.

2.   We reserve the right to assess a processing fee equal to the lesser of $25
     or 2% of the amount withdrawn for each withdrawal (including the final
     surrender) after the first 12 withdrawals in any CONTRACT YEAR. See"Section
     5: Charges and Deductions."

3.   We reserve the right to charge a $25 transfer fee on each transfer after
     the first 12 transfers in any CONTRACT YEAR. See"Section 5: Charges and
     Deductions."

4.   We will waive the Annual Contract Fee in its entirety if, at the time this
     fee would be deducted, the CONTRACT VALUE is at least $25,000. The Annual
     Contract Fee will also be waived in its entirety for any CONTRACT YEAR
     during which PURCHASE PAYMENTS of at least $2,500 ($2,000 for QUALIFIED
     CONTRACTS), excluding the initial PURCHASE PAYMENT, are paid.

5.   Premium taxes are not reflected in the Examples. We may apply premium taxes
     ranging up to 3.5%, depending on the laws of various jurisdictions. In
     addition, the Examples do not reflect any transfer charges. The $30 Annual
     Contract Fee is reflected in the Examples by dividing the total Annual
     Contract Fees collected during fiscal year 1998 by the total of all
     Contract assets under management as of the end of fiscal year 1997. This
     converts the Annual Contract Fee to a factor of $0.17 for purposes of the
     examples based on a $1,000 investment.



THE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. THE 5% ANNUAL RATE OF RETURN IS HYPOTHETICAL AND DOES NOT REPRESENT
PAST OR FUTURE ANNUAL RETURNS. ACTUAL RETURNS MAY BE GREATER OR LESS THAN THE 5%
ASSUMED RATE.

THERE IS AN ACCUMULATION UNIT VALUE HISTORY FOR EACH SUBACCOUNT IN THE APPENDIX
- -- CONDENSED FINANCIAL INFORMATION.


                                       7


<PAGE>


SECTION 1: THE ANNUITY CONTRACT
An annuity is a contract between the owner ("you"), and an insurance company (in
this case, First Citicorp Life Insurance Company), where the insurance company
promises to pay an income to you, or some other person you name (the
"ANNUITANT"), in the form of ANNUITY INCOME PAYMENTS, beginning on a date that's
at least 30 days in the future. Until the date ANNUITY INCOME PAYMENTS begin,
the contract is in the ACCUMULATION PHASE. Once ANNUITY INCOME PAYMENTS begin,
the contract is in the INCOME PHASE. Your earnings under the contract are TAX
DEFERRED.

TAX DEFERRED means that earnings or appreciation of the assets in your contract
aren't taxed until money is taken out.

This Contract is a variable annuity. It enables you to put money into a number
of different SUBACCOUNTS, each of which invests exclusively in a single
INVESTMENT PORTFOLIO. Depending on market conditions, any of these portfolios
can make or lose money. The amount of money you are able to accumulate under the
Contract during the ACCUMULATION PHASE depends on the investment performance of
the INVESTMENT PORTFOLIO(S) in which your money is invested. Each SUBACCOUNT is
a division of the First Citicorp Life Variable Annuity Separate Account. The
SEPARATE ACCOUNT is an investment account we establish to receive and invest
purchase payments under the Contract that is insulated from any profit or loss
arising from any other business we conduct.

The Contract also contains a FIXED ACCOUNT. The FIXED ACCOUNT is part of our
General Account that supports our insurance and annuity obligations. All assets
in the FIXED ACCOUNT are subject to the general liabilities of our business
operations. The FIXED ACCOUNT earns interest annually at a rate guaranteed by us
never to be less than 3.0% and may be more. This rate is established by us, at
our sole discretion, for each purchase payment or transfer into the FIXED
Account. Once established, a rate is guaranteed for 12 months. We have no
specific formula for determining FIXED ACCOUNT interest rates. If you select the
FIXED ACCOUNT, the amount of money you are able to accumulate during the
ACCUMULATION PHASE depends on the total interest credited to the FIXED ACCOUNT.

Your total CONTRACT VALUE is equal to the dollar amount you have in the FIXED
ACCOUNT plus the dollar value of any amounts you have which are invested in the
different INVESTMENT PORTFOLIOS.

As OWNER of the Contract, you exercise all rights under it before the ANNUITY
INCOME DATE. You can name a new OWNER by notifying us. You may co-own the
Contract with someone else ("JOINT OWNER"). You may name or change the person
who will receive the ANNUITY INCOME PAYMENTS. Your rights under the Contract end
when ANNUITY INCOME PAYMENTS begin, unless you are also the person receiving
these payments (the "ANNUITANT"). More information about your rights under the
Contract is included in "Section 10 -- Other Information."

SECTION 2: ANNUITY PAYMENTS (THE INCOME PHASE)

Under the Contract, you can choose the month and year in which ANNUITY INCOME
PAYMENTS begin. That date is called the ANNUITY INCOME DATE. You can also choose
the frequency of aNNUITY INCOME PAYMENTS and the plan on which those payments
are based. We call these ANNUITY INCOME OPTIONS.

You may choose your ANNUITY INCOME DATE and ANNUITY INCOME OPTION when you
purchase the Contract. However, you may defer these decisions until a later date
if you wish, or once chosen, you can change them at any time before the ANNUITY
INCOME DATE if you give us at least 30 days notice. The ANNUITY INCOME DATE
cannot be any earlier than one month after you buy the Contract. If you don't
choose an ANNUITY INCOME DATE, ANNUITY INCOME PAYMENTS will begin on the
ANNUITANT'S 65th birthday or 10 years after the date the Contract was issued,
whichever is later. However, ANNUITY INCOME PAYMENTS must begin by the first day
of the month following the ANNUITANT'S 85th birthday. Certain plans which
qualify for special tax considerations may require an earlier ANNUITY INCOME
DATE. (See "Section 6: Taxes")

If you don't choose an ANNUITY INCOME OPTION by the time ANNUITY INCOME PAYMENTS
begin, we will make the payments under Option 3 (see below) as a Life Annuity
with 10 years of payments guaranteed. If you do not identify another ANNUITANT,
we will consider you to be the ANNUITANT.

During the INCOME PHASE, you have the same investment choices you had during the
ACCUMULATION PHASE. At the ANNUITY INCOME DATE, you can select whether payments
will come from the FIXED ACCOUNT, one or more of the SUBACCOUNTS, or a
combination of both. If you don't tell us otherwise, ANNUITY INCOME PAYMENTS
will be based on the value of your investments under the Contract, and their
allocations among the FIXED ACCOUNT and the SUBACCOUNTS on the ANNUITY INCOME
DATE.

VARIABLE ANNUITY INCOME PAYMENTS: If you choose to have any portion of your
ANNUITY INCOME PAYMENTS come from the SUBACCOUNTS, the payment amount will
depend on four things: (1) the portion of the CONTRACT VALUE you keep in the
SUBACCOUNTS on and after the ANNUITY INCOME DATE; (2) the 3% assumed investment
rate used in the Contract's annuity tables; (3) the performance of THE
INVESTMENT PORTFOLIOS in which the SUBACCOUNTS are invested; and (4) the ANNUITY
INCOME OPTION you choose. If, after all charges and deductions, the combined
total return of the SUBACCOUNTS you have chosen exceeds the 3% annual assumed
rate, your ANNUITY INCOME PAYMENTS will increase. Similarly, if the combined
total return of the SUBACCOUNTS chosen is less than the 3% annual assumed rate,
your ANNUITY INCOME PAYMENTS will decrease. For detailed information on how
variable ANNUITY INCOME PAYMENTS are determined, see the SAI.


                                       8


<PAGE>


FIXED ANNUITY INCOME PAYMENTS: If you choose to have any portion of your ANNUITY
INCOME PAYMENTS come from the FIXED ACCOUNT, the payment amount will be fixed
and guaranteed by us. The payment amount will depend on three things: (1) the
portion of the CONTRACT VALUE you keep in the FIXED ACCOUNT on and after the
ANNUITY INCOME DATE; (2) the interest rate we credit on those amounts (we
guarantee a minimum annual interest rate of 3.0%); and (3) the ANNUITY INCOME
OPTION you choose.

ANNUITY INCOME OPTIONS: You may select one of the following standard ANNUITY
INCOME OPTIONS. In addition, you may elect any other method of payment that is
mutually agreeable to you and us. After ANNUITY INCOME PAYMENTS begin, you
cannot change the ANNUITY INCOME OPTION.

     OPTION 1: INCOME FOR A FIXED PERIOD. Under this option, we will make
     ANNUITY INCOME PAYMENTS each month for a fixed number of years. The number
     of years must be at least 5 and not more than 30. If the ANNUITANT dies and
     we have made ANNUITY INCOME PAYMENTS for less than the selected period, we
     will continue to make ANNUITY INCOME PAYMENTS for the rest of the
     guaranteed period to any person named by the ANNUITANT. This option is
     available only for ANNUITY INCOME payments from the FIXED ACCOUNT and only
     if the ANNUITY INCOME DATE is at least 5 years from the date the Contract
     was issued.

     OPTION 2: LIFE ANNUITY. Under this option, we will make an ANNUITY INCOME
     PAYMENT each month as long as the ANNUITANT is alive. After the ANNUITANT
     dies, we stop making ANNUITY INCOME PAYMENTS.

     OPTION 3: LIFE ANNUITY WITH PERIOD CERTAIN. Under this option, we will make
     an ANNUITY INCOME PAYMENT each month as long as the ANNUITANT is alive. If
     the ANNUITANT dies and we have made ANNUITY INCOME PAYMENTS for less than
     the selected guaranteed period, we will continue to make ANNUITY INCOME
     PAYMENTS for the rest of the guaranteed period to any person named by the
     ANNUITANT.

     OPTION 4: JOINT AND SURVIVOR ANNUITY. Under this option, we will make
     ANNUITY INCOME PAYMENTS each month as long as the ANNUITANt and a second
     person are both alive. When either of these persons die, we will continue
     to make ANNUITY INCOME PAYMENTS to the survivor. When the survivor dies, we
     stop making ANNUITY INCOME PAYMENTS.

NOTE CAREFULLY: Under options 2 and 4 it would be possible for only one annuity
payment to be made if the ANNUITANT(S) were to die before the second annuity
payment was due; and only two payments if the ANNUITANT(S) were to die before
the third annuity payment was due; etc.

ANNUITY INCOME PAYMENTS are made monthly unless we agree to some other payment
schedule. If you have less than $2,000 under the Contract to apply toward
payments, we may pay your ANNUITY INCOME PAYMENT in a single lump sum. If your
ANNUITY INCOME PAYMENTS would be less than $50 a month, we have the right to
change the frequency of payments so that your ANNUITY INCOME PAYMENTS are at
least $50.

SECTION 3: PURCHASE

The Contract may be purchased by anyone age 90 or younger.

PURCHASE PAYMENTS: A PURCHASE PAYMENT is the money you give us to buy the
Contract. The minimum we will accept when the Contract is bought is $5,000
($2,000 if the Contract qualifies for special tax treatment under the IRS Code).
You can make additional PURCHASE PAYMENTS at any time, and you may arrange for
PURCHASE PAYMENTS to be made automatically from your bank account or other
source each month. We have the right to require each additional payment to be at
least $500 ($100 for QUALIFIED CONTRACTS). Our approval is required if total
PURCHASE PAYMENTS in any CONTRACT YEAR exceed $1,0000.

ALLOCATION OF PURCHASE PAYMENTS: When you purchase a Contract, we will allocate
your PURCHASE PAYMENT to the FIXED Account and/or one or more of the SUBACCOUNTS
as you have directed us, for investment in the corresponding INVESTMENT
PORTFOLIOS. If you make additional PURCHASE PAYMENTS, we will allocate them the
same way as your first PURCHASE PAYMENT unless you tell us otherwise. You may
direct individual PURCHASE PAYMENTS to one or more SUBACCOUNTS and/or to the
FIXED ACCOUNT without changing your current allocation schedule. Your allocation
directions must be in whole percent and each PURCHASE PAYMENT must result in a
minimum allocation of $100 to each selected INVESTMENT PORTFOLIO and/or the
FIXED ACCOUNT.

You should periodically review your PURCHASE PAYMENT allocation schedule in
light of market conditions and your overall financial objectives.

Once we receive your initial PURCHASE PAYMENT, and all necessary information, we
will allocate your PURCHASE PAYMENT and issue your Contract within 2 BUSINESS
DAYS. If you do not give us all of the information we need, we will contact you
to get it. If for some reason we are unable to complete this process within 5
BUSINESS DAYS, we will either send the money back to you or get your permission
to keep it until we get all of the necessary information. If you add more money
to your contract by making additional PURCHASE PAYMENTS, we will credit those
amounts to your contract within one BUSINESS DAY after receipt at the price next
determined after we receive the payment. A BUSINESS DAY is any day when both we
and the New York Stock Exchange are open for business. Our BUSINESS DAY closes
when the New York Stock Exchange closes, usually 4:00 p.m., Eastern time. We are
open for business on all days that the New York Stock Exchange is open for
business.


                                       9


<PAGE>


FREE LOOK PERIOD: If you change your mind about owning this Contract, you may
cancel it within 10 days after receiving it (or other period as may be required
in your state). When you cancel the Contract within this time period, we will
not assess a Surrender Charge. You will receive the value of your Contract
invested in the SUBACCOUNTS on the day we receive your request and any insurance
charges assessed plus any purchase payments invested in the FIXED ACCOUNT not
previously withdrawn. This amount may be more or less than the aggregate amount
of PURCHASE PAYMENTS made up to that time. If you have purchased your Contract
as an IRA, we may be required to give you back your full PURCHASE PAYMENT if you
decide to cancel it within this period. If that is the case, we have the right
to put any portion of your initial PURCHASE PAYMENT allocated to a SUBACCOUNT
into the Money Market SUBACCOUNT until the end of the cancellation period
described above. At the end of that period, we will reallocate your initial
PURCHASE PAYMENT according to your allocation directions. Currently, however,
all PURCHASE PAYMENTS are allocated directly to the SUBACCOUNTS as you direct.
We will consider the Contract received five days after it is mailed to your last
known address.

ACCUMULATION UNITS: In order to keep track of the value of your Contract during
the ACCUMULATION PHASE, we use a unit of measure we call an ACCUMULATION UNIT.
During the Contract's INCOME PHASE, we call the unit an ANNUITY UNIT. These
units represent your ownership interest in a SUBACCOUNT. When you make a
PURCHASE PAYMENT, or transfer money, into a subaccount, we credit that
SUBACCOUNT with ACCUMULATION UNITS. The number of ACCUMULATION UNITS credited to
your Contract is determined by dividing the amount of the PURCHASE PAYMENT or
transfer allocated to the SUBACCOUNT by the value of an ACCUMULATION UNIT for
that SUBACCOUNT next determined as of the end of that BUSINESS DAY. If you make
a withdrawal or transfer out of a SUBACCOUNT or if we assess transfer or
Surrender Charges or an Annual Contract Fee, we subtract ACCUMULATION UNITS from
the SUBACCOUNT in a similar manner.

At the close of each BUSINESS DAY, we determine the value of an ACCUMULATION
UNIT for each SUBACCOUNT. We do this by:

     1.   determining the total value of the SUBACCOUNT'S investment in the
          corresponding INVESTMENT PORTFOLIO, using the portfolio's net asset
          value calculated at the end of that day;

     2.   subtracting from that amount any insurance charges (see "Section 5:
          Charges and Deductions;" and

     3.   dividing this amount by the number of outstanding ACCUMULATION UNITS
          in that SUBACCOUNT.


     Example: On Monday we receive an additional PURCHASE PAYMENT of $5,000 from
     you. You have told us you want the entire amount to be allocated to
     SUBACCOUNT "x" (any SUBACCOUNT currently available). When the New York
     Stock Exchange closes that day, we determine that the value of one
     ACCUMULATION UNIT for that SUBACCOUNT is $10.00. We then divide $5,000 by
     $10.00 and credit your Contract that night with 500 additional ACCUMULATION
     UNITS in SUBACCOUNT x.

The value of an ACCUMULATION UNIT may go up or down from day to day depending on
the investment performance of the INVESTMENT PORTFOLIO invested in by that
SUBACCOUNT and the deduction of certain fees and expenses. For a detailed
discussion of how we determine Accumulation Unit Value, see the SAI.

SECTION 4: INVESTMENT OPTIONS

In addition to the FIXED ACCOUNT, 23 SUBACCOUNTS, each investing exclusively in
a single INVESTMENT PORTFOLIO, are available under the Contract. Additional
SUBACCOUNTS, each investing exclusively in an additional INVESTMENT PORTFOLIO
may be made available in the future. Each INVESTMENT PORTFOLIO is available
under a fund which is registered with the SEC as an open end, management
investment company of the series type, having one or more INVESTMENT PORTFOLIOS.
Shares of the INVESTMENT PORTFOLIOS are sold only to insurance company separate
accounts and qualified plans. Each INVESTMENT PORTFOLIO has a specific
investment objective which may be similar to the investment objective and policy
of other portfolios managed by the same or other investment advisers. No
representation is made that the investment results of any portfolio will be
comparable to the results of any other portfolio, even if the same investment
adviser or manager is used or if the names and investment objectives are
similar.

THERE IS NO ASSURANCE THAT AN INVESTMENT PORTFOLIO WILL ACHIEVE ITS STATED
OBJECTIVE. The 23 INVESTMENT PORTFOLIOS available under the contract are listed
below.

YOU SHOULD READ THE PROSPECTUSES FOR THESE INVESTMENT PORTFOLIOS CAREFULLY
BEFORE INVESTING. COPIES OF THESE PROSPECTUSES ARE PROVIDED WITH THIS
PROSPECTUS.

CITIBANK N.A. SERVES AS THE INVESTMENT MANAGER FOR THE
FOLLOWING INVESTMENT PORTFOLIOS:
  CitiSelect VIP Folio 200 Conservative (Asset Allocation)
    (formerly CitiSelect VIP Folio 200)
  CitiSelect VIP Folio 300 Balanced (Asset Allocation)
    (formerly CitiSelect VIP Folio 300)
  CitiSelect VIP Folio 400 Growth (Asset Allocation)
    (formerly CitiSelect VIP Folio 400)
  CitiSelect VIP Folio 500 Growth Plus (Asset Allocation)
    (formerly CitiSelect VIP Folio 500)
  CitiFunds Small Cap Growth VIP Portfolio
    (Aggressive Growth)



                                       10


<PAGE>


FIDELITY MANAGEMENT & RESEARCH COMPANY SERVES AS THE INVESTMENT
ADVISER FOR THE FOLLOWING INVESTMENT PORTFOLIOS:
  Fidelity VIP Growth Portfolio (Growth)
  Fidelity VIP High Income Portfolio (High Yield Bond)
  Fidelity VIP Equity-Income Portfolio (Growth & Income)
  Fidelity VIP Overseas Portfolio (International Stock)
  Fidelity VIP II Contrafund Portfolio (Growth)
  Fidelity VIP II Index 500 Portfolio (Growth & Income)

A I M ADVISORS, INC. SERVES AS THE INVESTMENT ADVISER FOR THE FOLLOWING
INVESTMENT PORTFOLIOS:
  AIM V.I. Capital Appreciation Fund (Aggressive Growth)
  AIM V.I. Government Securities Fund (Govt Bond)
  AIM V.I. Growth Fund (Growth)
  AIM V.I. Growth and Income Fund (Growth & Income)
  AIM V.I. International Equity Fund (International Stock)
  AIM V.I. Value Fund (Growth)

MFS INVESTMENT MANAGEMENT(R) SERVES AS THE INVESTMENT ADVISER FOR THE FOLLOWING
INVESTMENT PORTFOLIOS:
  MFS Global Governments Series (Income & Capital
    Appreciation)
    (formerly MFS World Governments Series)
  MFS Money Market Series (Money Market)
  MFS Bond Series (Corp Bond)
  MFS Total Return Series (Balanced)
  MFS Research Series (Growth)
  MFS Emerging Growth Series (Aggressive Growth)

Certain unaffiliated investment advisers reimburse us for administrative costs
we incur in connection with administering the INVESTMENT PORTFOLIOS as
investment options under the Contract. These reimbursements are paid to us out
of the advisers' investment advisory fees as a percentage of assets under
management.

TRANSFERS DURING THE ACCUMULATION PHASE: During the ACCUMULATION PHASE, you may
transfer money to or from the FIXED ACCOUNT and to or from any SUBACCOUNT. We
have the right to charge a $25 fee for each transfer you make in excess of 12 in
any Contract Year. Currently, transfer fees are charged only if you make more
than 18 transfers in a CONTRACT YEAR. A CONTRACT YEAR is each consecutive
12-month period measured from the day we issued your Contract.

The following apply to any transfer during the ACCUMULATION PHASE:

     1.   If the value remaining in the FIXED ACCOUNT or a SUBACCOUNT after a
          transfer is less than $100, we may transfer the entire amount instead
          of the requested amount. Unless you give us other directions, such
          transfer will be allocated in the same proportion as the transfer
          request resulting in this action.

     2.   We have the right to defer transfers from the FIXED ACCOUNT for up to
          6 months following the date of the request.

TRANSFERS DURING THE INCOME PHASE: During the INCOME PHASE, the ANNUITANT may
transfer values among SUBACCOUNTS once every three months. Transfers from the
FIXED ACCOUNT to a SUBACCOUNT or from any SUBACCOUNT to the FIXED ACCOUNT are
not allowed during the INCOME PHASE.

TRANSFER REQUESTS: Transfer requests, like all other elections, requests and
NOTICES TO US, must be in writing in a form acceptable to us unless you have
provided us with valid authorization to accept such requests or notices by
telephone. Any telephone authorization is valid until it is rescinded or
modified in writing by you. We employ reasonable procedures to confirm that
instructions given us by telephone are genuine. We may be liable for losses due
to unauthorized or fraudulent instructions only if we fail to follow those
reasonable procedures. The procedures we follow for telephone transfers include
confirming the correct name, contract number and your social security number. We
may modify or eliminate the transfer privileges at any time, for any class of
Contracts, for any reason. In particular, we reserve the right to not honor
transfers requested by a third party holding a power of attorney from an OWNER
where that third party requests simultaneous transfers on behalf of the OWNERS
of two or more Contracts.

DOLLAR COST AVERAGING PROGRAM: Dollar Cost Averaging allows you to
systematically transfer a specific amount each month from either the FIXED
ACCOUNT or the Money Market SUBACCOUNT to any other SUBACCOUNT(S). By
transferring a set amount on a regular schedule instead of transferring the
total amount at one particular time, you may reduce the risk of investing in the
corresponding INVESTMENT PORTFOLIO only when the price is high. Dollar Cost
Averaging does not guarantee a profit and it doesn't protect against a loss if
market prices decline. Dollar-Cost Averaging is available only during the
ACCUMULATION PHASE.

The minimum amount which can be transferred each month under Dollar Cost
Averaging is $100. The maximum transfer amount can be no more than 1/6 of the
total value in the FIXED ACCOUNT or Money Market SUBACCOUNT at the time the
transfers begin. Once you elect Dollar-Cost Averaging, it remains in effect
until the value in the FIXED ACCOUNT or Money Market SUBACCOUNT is inadequate to
execute the requested transfers or until you cancel it by notifying us. You may
cancel this option at any time.

There is no charge or fee for using Dollar-Cost Averaging. However, transfers
made under the Dollar-Cost Averaging program will be counted in determining the
total number of transfers in any year. We reserve the right to discontinue
offering Dollar Cost Averaging at any time. Such action by us will not end any
Dollar Cost Averaging in effect at the time we terminate the program.


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<PAGE>


VOTING RIGHTS: We are the legal owner of all INVESTMENT PORTFOLIO shares
purchased under this Contract and held in the SUBACCOUNTS. However, when an
INVESTMENT PORTFOLIO solicits proxies in conjunction with a vote of
shareholders, we are required to obtain from you and other Contract OWNERS (or
ANNUITANTS, if the Contract is in the INCOME PHASE) instructions as to how to
vote those shares. When we receive those instructions, we will vote all of the
shares we own in the affected portfolio, including any we own in our own behalf,
in the same proportion as those instructions. If, however, we determine that we
are no longer required to obtain voting instructions from the Contract
OWNERS/ANNUITANTS, we will vote the shares as we alone may decide. A more
detailed discussion of voting rights is found in the SAI.

SUBSTITUTION: From time to time, we may substitute one or more of the INVESTMENT
PORTFOLIOS available for investment by the SUBACCOUNTS you have selected with
another portfolio. We may also add or delete one or more SUBACCOUNTS or
INVESTMENT PORTFOLIOS. We will not do this without the prior approval of the
Securities and Exchange Commission and we will notify you of our intent, if we
decide to take such action. For a more complete discussion of our right to add,
delete or substitute investments under the Contract, see the SAI.

SECTION 5: CHARGES AND DEDUCTIONS

There are several charges and other expenses associated with the Contract that
will reduce the return on your investment in the Contract. These charges and
expenses are:

INSURANCE CHARGES: Each BUSINESS DAY, we make a deduction from the assets in the
SUBACCOUNTS for certain risks and costs we incur for providing the Contract. We
do this as part of the calculation of the value of ACCUMULATION UNITS and
ANNUITY UNITS. The insurance charge has two parts: (1) the mortality and expense
risk charge; and (2) the administration charge.

     MORTALITY AND EXPENSE RISK CHARGE: This charge is for all of the insurance
     benefits included under the Contract such as the guaranteed minimum
     interest rate used to calculate Fixed Annuity Income Payments, the
     guarantee that ANNUITY INCOME PAYMENTS will continue for the life of the
     ANNUITANT, the guaranteed death benefits and for the risk that the current
     charges will be insufficient to cover the cost of administering the
     Contract in the future. If the charges under the Contract are not
     sufficient, then we will bear the loss. Currently, the Mortality and
     Expense Risk Charge is equal, on an annual basis, to 1.25% of the average
     daily net assets of the Contract invested in the INVESTMENT PORTFOLIOS. We
     may change this charge in the future but it will never be greater than
     1.25%.

     ADMINISTRATION CHARGE: This charge, together with the Annual Contract Fee
     (see below) is intended to cover all the expenses associated with
     administering the Contract. These costs include printing the Contract,
     preparing and distributing confirmation statements and annual reports to
     Contract OWNERS, maintaining Contract records, personnel costs, legal and
     accounting fees, filing fees, computer and systems costs and general
     overhead. Currently, the Administration Charge is equal, on an annual
     basis, to 0.15% of the average daily net assets of the Contract invested in
     the INVESTMENT PORTFOLIOS. We may change this charge in the future but it
     will never be greater than 0.15%. If this charge and the Annual Contract
     Fee are not enough to cover the costs of administering the Contracts in the
     future, we will bear the loss.

ANNUAL CONTRACT FEE: On the last BUSINESS DAY of each CONTRACT YEAR during the
ACCUMULATION PHASE, we deduct $30 from your Contract as an Annual Contract Fee
to reimburse us for administering the Contract. The fee will be charged by
reducing the value in each SUBACCOUNT and/or the FIXED ACCOUNT on a pro-rata
basis. This charge cannot be increased.

We do not deduct this fee if, when the deduction is to be made, the value of
your Contract is $25,000 or more. In addition, we do not deduct this fee if you
have paid $2,500 in additional PURCHASE PAYMENTS ($2,000 for QUALIFIED
CONTRACTS), exclusive of the initial PURCHASE PAYMENT, during the CONTRACT YEAR.

If you surrender your Contract, the Annual Contract Fee for that CONTRACT YEAR
will be deducted from the amount you receive, unless it is waived, as noted
above.

SURRENDER CHARGES: Each CONTRACT YEAR during the ACCUMULATION PHASE, you may
withdraw all of your earnings and up to 10% of your total PURCHASE PAYMENTS
remaining under the Contract without paying any Surrender Charge. Otherwise, the
charge is a percentage of the PURCHASE PAYMENT(S) withdrawn, based on the number
of years since the date the PURCHASE PAYMENT(S) was paid. This right of "free
withdrawal" does not accumulate from year to year. In other words, any portion
of the 10% not taken in one CONTRACT YEAR is not added to the 10% that can be
taken during the next CONTRACT YEAR.

Surrender Charges range from a maximum of 7%, declining 1% each year since the
PURCHASE PAYMENT was added to the Contract until the sixth year, when it becomes
0%. A table of Surrender Charges is shown below.

     Number of Years Since          Charge as a Percentage
   Date of Purchase Payment      of Purchase Payment Withdrawn
     _____________________        __________________________
              0-1                             7%
              1-2                             6%
              2-3                             5%
              3-4                             4%
              4-5                             3%
              5+                              0%


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<PAGE>


We do not assess Surrender Charges on earnings withdrawn, death benefit payments
or ANNUITY INCOME PAYMENTS paid as a life annuity or a life annuity with a
period certain of at least five years. For purposes of determining the Surrender
Charge, we treat withdrawals as coming first from earnings and then from the
oldest PURCHASE PAYMENT, then the next oldest and so forth. When a withdrawal is
made, you will receive the amount withdrawn less any Surrender Charge.

SURRENDER PROCESSING FEE: In addition to the Surrender Charge, we reserve the
right to assess a processing charge equal to the lesser of $25 or 2% of the
amount withdrawn for each withdrawal in excess of 12 in any CONTRACT YEAR. This
fee is deducted pro rata from the FIXED ACCOUNT and each SUBACCOUNT from which a
withdrawal is made. We are not currently imposing this fee.

PREMIUM TAXES: Some states and other governmental entities (i.e. cities and
municipalities) charge premium or other taxes ranging up to 3.5%, on contracts
issued by insurance companies. We are responsible for paying these taxes and
will make a deduction from the CONTRACT VALUE for them. Some of these taxes are
due when the Contract is issued and others are due when ANNUITY INCOME PAYMENTS
begin. Unless we are required to pay taxes at some other time, it is our
practice to deduct for these taxes at the time ANNUITY INCOME PAYMENTS begin or
when the Contract is surrendered.

TRANSFER PROCESSING FEE: We reserve the right to charge $25 for each transfer in
excess of 12 in any CONTRACT YEAR. Currently, we are not charging this fee until
the 19th transfer in a CONTRACT YEAR. For the purposes of determining the
number, each transfer from the FIXED ACCOUNT and/or any SUBACCOUNT in a CONTRACT
YEAR is considered to be one transfer, regardless of how allocated. Although a
transfer processing fee is not charged for Dollar Cost Averaging, Dollar Cost
Averaging transactions are counted in determining the number of transfers made
during a CONTRACT YEAR. If a transfer is made from the FIXED ACCOUNT and/or one
or more SUBACCOUNTS at the same time, each losing SUBACCOUNT and the FIXED
ACCOUNT would be charged a separate transfer processing fee.

INVESTMENT PORTFOLIO EXPENSES: Each INVESTMENT PORTFOLIO incurs certain
expenses, including investment advisory fees, which are paid out of its assets
and are described in its prospectus.

SECTION 6: TAXES

NOTE: The following is provided as general information. It is based on our
understanding of current federal income tax laws and no representation is made
as to the likelihood of the continuation of such laws or their interpretation by
the Internal Revenue Service ("IRS"). It is not intended as tax advice to any
individual. You should consult your own tax adviser with any questions regarding
your own situation.

ANNUITY CONTRACTS IN GENERAL: Annuity contracts are a means of setting aside
money for future needs, such as retirement. Congress recognized how important
long-term saving was and provided special rules in the Internal Revenue Code
(the "Code") for annuities.

Simply stated, these rules provide that generally you will not be taxed on the
earnings on money held in your annuity contract until you take the money out.
This is referred to as tax deferral. There are different rules as to how you
will be taxed depending on how you take the money out and the type of contract
- -- qualified or non-qualified. (see the following sections.)

You, as the OWNER, will generally not be taxed on increases in the value of your
Contract unless a distribution occurs prior to the ANNUITY INCOME DATE -- either
as a withdrawal or at surrender. The ANNUITANT (including you, if you are also
the ANNUITANT), will be taxed at the time ANNUITY INCOME PAYMENTS are paid. When
you make a withdrawal, you are taxed on the amount of the withdrawal that comes
from earnings. For ANNUITY INCOME PAYMENTS different rules apply. A portion of
each ANNUITY INCOME PAYMENT is treated as a return of PURCHASE PAYMENTS and that
portion will not be taxed. The remaining portion of the ANNUITY INCOME PAYMENT
will be treated as ordinary income. How the ANNUITY INCOME PAYMENT is divided
between taxable and non-taxable portions depends on the period over which the
ANNUITY INCOME PAYMENTS are expected to be made. ANNUITY INCOME PAYMENTS
received after you have received all of your PURCHASE PAYMENTS are fully
includible in income.

When a NON-QUALIFIED CONTRACT is owned by a non-natural person (i.e. a
corporation or certain other entities other than tax-qualified trusts), the
Contract will generally not be treated as an annuity for tax purposes, although
there are certain exceptions to this rule. Non-natural persons considering the
purchase of a NON-QUALIFIED CONTRACT should consult a tax adviser.

QUALIFIED AND NON-QUALIFIED CONTRACTS: If you purchase the Contract on an
individual basis and not under any pension plan or as an individual retirement
annuity, your Contract is referred to as a NON-QUALIFIED CONTRACT.

If you purchase the Contract as an individual retirement annuity (IRA) or as a
Roth IRA, your Contract is referred to as a QUALIFIED CONTRACT. Under a
traditional IRA, contributions to the Contract may be deductible. Contributions
made under a Roth IRA are not deductible but distributions may be tax free if
you meet certain rules. You should consult your legal adviser or tax counsel if
you are considering buying the contract for use with any retirement plan.

WITHDRAWALS -- NON-QUALIFIED CONTRACTS: If you make a withdrawal from your
Contract, the Code treats such a withdrawal as first coming from earnings and
then from your PURCHASE PAYMENTS. Such withdrawn earnings are includible as
income.


                                       13


<PAGE>


The Code also provides that under certain conditions, any amount received under
an annuity contract which is included in income may be subject to a penalty. The
amount of the penalty is equal to 10% of the amount that is includible in
income. There is no penalty on any amounts: (1) paid to you on or after you
reach age 59 1/2; (2) paid after you die; (3) paid if you become totally
disabled (as that term is defined in the Code); (4) paid in a series of
substantially equal payments made at least annually under a lifetime annuity;
(5) paid under an immediate annuity; or (6) which came from PURCHASE PAYMENTS
made prior to August 14, 1982.

WITHDRAWALS -- QUALIFIED CONTRACTS: The above information describing the
taxation of NON-QUALIFIED CONTRACTs does not apply to QUALIFIED CONTRACTS. There
are special rules which govern QUALIFIED CONTRACTS. Generally, these rules
restrict both: (1) the amount that you are allowed to contribute to the Contract
during any year; and (2) the time when you can take withdrawals or surrenders,
and receive payments under the Contract. In addition, the 10% penalty tax may be
assessed on withdrawals you take prior to the date you reach age 59 1/2. You may
also be required to begin receiving minimum amounts from your Contract by a
certain date. The terms of the plan may limit your rights under the Contract. We
have provided a more complete discussion in the SAI.

DIVERSIFICATION REQUIREMENTS: The Code provides that the underlying investments
for a non-qualified variable annuity must satisfy certain diversification
requirements in order for it to be treated as an annuity contract. We believe
that the INVESTMENT PORTFOLIOS are being managed so as to comply with the
requirements.

OWNER CONTROL: Neither the Code nor the Treasury Regulations issued to date
provide guidance as to the circumstances under which you, because of the degree
of control you exercise over the underlying investments, and not us, would be
considered the owner of the shares of the INVESTMENT PORTFOLIOS. If this occurs,
it would result in the loss of the favorable tax treatment for the Contract. It
is unknown to what extent OWNERS are permitted to select INVESTMENT PORTFOLIOS,
to make transfers among INVESTMENT PORTFOLIOS or the number and type of
INVESTMENT PORTFOLIOS OWNERS may select from.

If additional guidance is issued in this area, it is possible that you, as the
OWNER of the Contract, could be treated as the owner of the INVESTMENT
PORTFOLIOS, which could significantly change your tax obligations.

Due to the uncertainty in this area, we reserve the right to modify the Contract
as necessary to attempt to maintain favorable tax treatment.


TAXATION OF DEATH BENEFIT PROCEEDS: The death benefit is taxable as the income
of the recipient as follows: (i) if distributed in a lump sum, the death benefit
is taxed in the same way as a surrender of the Contract; or (ii) if distributed
under an annuity income payment option, it is taxed in the same way as annuity
income payments.

TRANSFERS, ASSIGNMENTS OR EXCHANGES OF A CONTRACT: If you transfer or assign
your ownership of the Contract, change the ANNUITANT, select certain ANNUITY
INCOME DATES, or exchange the Contract, it may result in certain tax
consequences to you that are not discussed in this prospectus. You should
consult a tax adviser if you wish to transfer, assign or exchange the Contract.

WITHHOLDING: Unless directed otherwise, we are required to withhold an amount
for federal income tax from any money we distribute from the Contract.
Recipients can generally elect, however, not to have tax withheld from
distributions. Certain amounts we pay out from some QUALIFIED CONTRACTS are
subject to mandatory tax withholding.

MULTIPLE CONTRACTS: All annuity contracts that are issued by us (or our
affiliates) to the same Owner during any calendar year are treated as one
annuity contract for purposes of determining the amount includible in that
Owner's income when a taxable distribution occurs.

SECTION 7: ACCESS TO YOUR MONEY

You can obtain the money you have in your Contract: (1) by withdrawing a portion
of it or surrendering your Contract in full prior to the ANNUITY INCOME DATE; or
(2) by electing to start receiving ANNUITY INCOME PAYMENTS. In addition, your
BENEFICIARY can receive the money in your Contract as a death benefit if you die
prior to the ANNUITY INCOME DATE. If you surrender your Contract before the
ANNUITY INCOME DATE, you will receive the CONTRACT VALUE on the day the
surrender is completed, less any applicable Surrender Charges, premium taxes and
the Annual Contract Fee (See "Section 5: Charges and Deductions").

If you withdraw only some of the money in your Contract, you must tell us if
money is to be taken from the FIXED ACCOUNT and/or one or more SUBACCOUNTS.
Under most circumstances, the amount of any withdrawal must be at least $500.
You will receive the amount you requested, less any applicable Surrender
Charges, taxes and fees. We will withdraw the amount requested at the end of the
BUSINESS DAY on which we receive your request. After a withdrawal, if your total
CONTRACT VALUE is less than $2,000, we may pay the remaining value to you and
terminate the Contract.

INCOME TAXES, TAX PENALTIES AND CERTAIN RESTRICTIONS MAY APPLY TO ANY SURRENDER
OR WITHDRAWAL. WE HAVE THE RIGHT TO DEFER PAYMENTS FROM THE FIXED ACCOUNT FOR UP
TO SIX MONTHS.


                                       14


<PAGE>


SYSTEMATIC WITHDRAWAL PROGRAM: You may elect to receive periodic withdrawals of
a specified dollar amount or a specified whole percent of the CONTACT'S VALUE
under our systematic withdrawal plan. Withdrawals may be made on a monthly,
quarterly, semi-annual or annual basis. Each withdrawal from the FIXED ACCOUNT
and/or any SUBACCOUNT under the systematic withdrawal program must be at least
$50. If you don't elect this option when you first apply for the Contract,
payments under the systematic withdrawal program will not begin until on or
after the first contract anniversary. Withdrawals under the systematic
withdrawal plan may be subject to a Surrender Charge. (See"Surrender Charges").

Participation in the systematic withdrawal plan will automatically end if the
value in the FIXED ACCOUNT or the SUBACCOUNT(S) from which withdrawals are being
made becomes zero. You may stop systematic withdrawals at any time. We reserve
the right to discontinue offering the systematic withdrawal plan at any time.
However, termination of the program by us will not end any systematic withdrawal
plan in effect at the time we terminate the program. SYSTEMATIC WITHDRAWALS MAY
HAVE ADVERSE FEDERAL INCOME TAX CONSEQUENCES AND YOU SHOULD, THEREFORE, CONSULT
WITH YOUR TAX ADVISER BEFORE ELECTING THIS OPTION.

SECTION 8: PERFORMANCE

>From time to time, we may advertise yields, effective yields and total returns
of the various INVESTMENT PORTFOLIOS and/or SUBACCOUNTS. Standard Total Return
figures for the SUBACCOUNTS will reflect the deduction of all charges under the
Contract, including the insurance charges, the Annual Contract Fee and Surrender
Charges. THESE FIGURES ARE BASED ON HISTORICAL RETURNS OF THE SUBACCOUNTS SINCE
THEIR INCEPTION AND DO NOT INDICATE OR PROJECT FUTURE PERFORMANCE.
Advertisements may also include yields, effective yields and total returns that
do not reflect the deduction of the Annual Contract Fees and Surrender Charges.
The deduction of Annual Contract Fees and Surrender Charges would reduce the
performance results.

In addition, we may present historic performance data for the INVESTMENT
PORTFOLIOS since their inception reduced by portfolio expenses and some or all
of the fees and charges under the Contract. Such adjusted historic performance
includes data that precedes the date the portfolio(s) were first available under
the Contract but is designed to show the performance that would have resulted if
the INVESTMENT PORTFOLIOS and/or the Contract had been available during that
time.

We may also advertise INVESTMENT PORTFOLIO and/or SUBACCOUNT performance
relative to certain performance rankings and indices compiled by independent
organizations and/or report other information including the effect of
tax-deferred compounding on a SUBACCOUNT'S investment returns, or returns in
general, which may be illustrated by tables, graphs, or charts. All income and
capital gains derived from underlying INVESTMENT PORTFOLIOS are reinvested and
can lead to substantial long-term accumulation of assets, provided that the
portfolio's investment experience is positive. More detailed information as to
the calculation of performance appears in the SAI.

For more information on the performance of INVESTMENT PORTFOLIOS under the
Contract, see their prospectuses.

SECTION 9: DEATH BENEFITS

UPON YOUR DEATH: If you die before ANNUITY INCOME PAYMENTS begin, we will pay a
death benefit to your BENEFICIARY (see below). If there is a JOINT OWNER, the
death benefit will be paid when the first owner dies and the surviving JOINT
OWNER will be treated as the BENEFICIARY. The amount of the death benefit
depends on how old you (or the JOINT OWNER) are on the date of death.

If you (or the JOINT OWNER) die prior to age 75, the death benefit will be the
greater of:

     1.   the value of your Contract on the date we receive adequate proof of
          death;

     2.   the value of the Contract on the most recent 5th Contract anniversary
          immediately preceding the date of death, plus any subsequent PURCHASE
          PAYMENTS less any withdrawals since that anniversary date; or

     3.   the total of all PURCHASE PAYMENTS received less any PURCHASE PAYMENT
          withdrawals since the date the Contract was issued.

If you (or your JOINT OWNER) die on or after the date you (or the JOINT OWNER)
reach age 75, the death benefit will be the greater of:

     1.   the value of your Contract on the date we receive adequate proof of
          death;

     2.   the death benefit as of your (or the JOINT OWNER'S) 75th birthday,
          less the dollar amount of any subsequent withdrawals; or

     3.   the total of all PURCHASE PAYMENTS received less any purchase payment
          withdrawals since the date this Contract was issued.

You may specify the manner in which the death benefit is to be paid. If you do
not, the BENEFICIARY has this right. In either case, the entire death benefit
must be paid within 5 years after the date of death, unless: (1) it is paid over
the BENEFICIARY'S lifetime or a period not extending beyond the BENEFICIARY'S
life expectancy; and (2) payments begin within one year of the date of death.
However, if the BENEFICIARY is your spouse, he/she may continue the Contract as
the OWNER.

If the death benefit is paid immediately in one lump sum, the Contract will end
on the date of payment. If not, the death benefit will become the new CONTRACT
VALUE and will be allocated to the various SUBACCOUNTS and the FIXED ACCOUNT in
the same proportion as existed on the date we receive adequate proof of death.


                                       15


<PAGE>


DEATH OF THE ANNUITANT: If the ANNUITANT dies before ANNUITY INCOME PAYMENTS
start, you can name a new ANNUITANT. If no new ANNUITANT is named within 30
days, you will become the ANNUITANT. If you are the ANNUITANT, we will pay the
BENEFICIARY the death benefit as described above. However, if the OWNER (you) is
a non-natural person, then the death of, or change in, the ANNUITANT will be
treated as the death of the OWNER and the "Upon Your Death" provisions stated
above will apply.

If the ANNUITANT dies after ANNUITY INCOME PAYMENTS start, payments will be made
as described in "Section 2: Annuity Payments (The Income Phase)."

SECTION 10: OTHER INFORMATION

FIRST CITICORP LIFE INSURANCE COMPANY: First Citicorp Life Insurance Company is
a stock life insurance company organized under New York laws in 1978. We are a
wholly owned subsidiary of Citicorp Life Insurance Company, an Arizona company,
which in turn is wholly owned by Citibank Delaware. Citibank Delaware is a
wholly owned subsidiary of Citicorp Holdings Inc., which in turn, is a wholly
owned subsidiary of Citigroup, one of the world's largest bank holding
companies.

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

THE SEPARATE ACCOUNT: On July 6, 1994 we established a SEPARATE ACCOUNT under
New York law, the First Citicorp Life Variable Annuity Separate Account, to
receive, hold and invest PURCHASE PAYMENTS made under these, and similar
contracts. It has been registered with the SEC as a unit investment trust under
the Investment Company Act of 1940 (the"1940 Act"). The SEPARATE ACCOUNT is
divided into a number of SUBACCOUNTS, each of which invests exclusively in the
shares of a corresponding INVESTMENT PORTFOLIO. Although the assets in the
SEPARATE ACCOUNT are our property, the SEPARATE ACCOUNT is not chargeable with
liabilities arising out of any other business that we may conduct. The assets of
the SEPARATE ACCOUNT are available to cover our general liabilities only to the
extent that those assets exceed the liabilities arising under the Contracts and
any other contracts supported by the SEPARATE ACCOUNT. The income, gains and
losses, realized and unrealized, from the assets allocated to each SUBACCOUNT
are credited to and charged against that SUBACCOUNT without regard to income,
gains and losses from any other of our accounts or SUBACCOUNTS. We have the
right to transfer to the General Account any assets of the SEPARATE ACCOUNT
which are in excess of reserves and other contract liabilities. All obligations
arising under the Contracts are our general corporate obligations.

DISTRIBUTION: Applications for Contracts are solicited by agents who are
licensed by applicable state insurance authorities to sell our variable annuity
contracts and who are also registered representatives of broker-dealers
registered with the SEC under the Securities Exchange Act of 1934 and having
written sales agreements with the principal underwriter to sell the Contract.

CFBDS, Inc. acts as the principal underwriter, as defined in the 1940 Act, of
the Contracts for the SEPARATE ACCOUNT pursuant to an Underwriting Agreement
with us. CFBDS is not obligated to sell any specific number of Contracts. CFBDS,
Inc.'s principal business address is 21 Milk St., Boston, Massachusetts.

We may pay sales commissions to broker-dealers up to an amount equal to 7.00% of
the PURCHASE PAYMENTS. These broker-dealers are expected to compensate sales
representatives in varying amounts from these commissions. We also may pay other
distribution expenses such as production incentive bonuses, agent's insurance
and pension benefits, and agency expense allowances. These distribution expenses
do not result in any additional charges under the Contracts that are not
described under"Charges and Deductions."

OWNERSHIP: You are the OWNER of the Contract. You are also the ANNUITANT unless
a different ANNUITANT is named. Any JOINT OWNER must be your spouse unless state
law requires us to permit other JOINT OWNERS or we otherwise agree. Before the
ANNUITY INCOME DATE you have all the rights under the Contract, subject to the
rights of any irrevocable beneficiary or assignee of record. If JOINT OWNERS are
named, both must consent to any change.

BENEFICIARY: The BENEFICIARY is the person(s) or entity you name to receive any
death benefit. The BENEFICIARY is named by you and can be changed at any time
prior to the ANNUITY INCOME DATE. If you have named an irrevocable beneficiary,
their approval must be obtained before you change BENEFICIARIES. If you name two
or more BENEFICIARIES, each BENEFICIARY will receive an equal share of any Death
Benefit unless you specify otherwise in writing. If a named BENEFICIARY dies
before you, the interest of that BENEFICIARY will end on his or her death. If no
BENEFICIARY is named or no BENEFICIARY survives you, any Death Benefit will be
paid to your estate.


                                       16


<PAGE>

SUSPENSION OF PAYMENTS OR TRANSFERS: We may be required to suspend or postpone
surrender or withdrawal payments and transfers if:

     1.   the New York Stock Exchange is closed, other than customary weekend
          and holiday closings, or trading on the exchange is restricted as
          determined by the SEC; or

     2.   the SEC permits by an order such postponement for the protection of
          Contract Owners; or

     3.   the SEC determines that an emergency exists that would make the
          disposal of securities held in a SUBACCOUNT or the determination of
          the value of the SUBACCOUNT'S net assets not reasonably practicable.

If a recent check or draft has been submitted, we have the right to delay
payment until we have assured ourselves that the check or draft has been
honored.

Any surrender, withdrawal or death benefit will usually be paid within 7 days
after we receive proper notice. We have the right to defer payment of any
surrender, withdrawal or transfer from the FIXED ACCOUNT for up to six months
from the date of receipt of written notice for such a surrender, withdrawal or
transfer. If payment is not made within 10 days after receipt of all necessary
documentation from you, any amount paid will include interest at the minimum
rate required by law or the current FIXED ACCOUNT interest rate, if greater.

MODIFICATIONS: We may modify the Contract if necessary:

     1.   for the Contract or the SEPARATE ACCOUNT to comply with the laws or
          regulations of a governmental agency; or

     2.   to reflect a change in the operation of the SEPARATE ACCOUNT or a
          SUBACCOUNT; or

     3.   to add, delete or modify an account, a SUBACCOUNT or an INVESTMENT
          PORTFOLIO.

If such modifications are made, we will notify you, or the ANNUITANT, and
endorse the Contract if appropriate.

LEGAL PROCEEDINGS: There are no material legal proceedings to which the SEPARATE
ACCOUNT, or CFBDS, Inc. as principal underwriter, is a party or the assets of
the SEPARATE ACCOUNT are subject. We are not involved in any litigation that is
of material importance in relation to the total assets of, or that relates to,
the SEPARATE ACCOUNT.

FINANCIAL STATEMENTS: Our audited Statutory Financial Statements as of December
31, 1998 and 1997 and for the years ended December 31, 1998, 1997 and 1996 as
well as the Independent Auditors' Report appear in the Statement of Additional
Information bearing the same date as this Prospectus. Our Financial Statements
should only be considered when evaluating our ability to meet our obligations
under the Contract. The SAI also contains financial statements for the SEPARATE
ACCOUNT as of December 31, 1998.

INQUIRES: If you need more information, please contact us at our Customer
Service Office at: First Citicorp Life Insurance Company, 800 Silver Lake
Boulevard, P.O. Box 7031, Dover, DE 19903. You may call us toll free at
800-497-4857

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

ADDITIONAL CONTRACT PROVISIONS                               4
         The Contract                                        4
         Incontestability                                    4
         Misstatement of Age or Sex                          4
         Participation                                       4
         Assignment                                          4
DISTRIBUTION OF THE CONTRACTS                                4
DETERMINING ACCUMULATION UNIT VALUES                         4
ADDING, DELETING OR SUBSTITUTING
  INVESTMENT PORTFOLIOS                                      5
VOTING RIGHTS                                                5
CALCULATION OF YIELDS AND TOTAL RETURNS                      6
         Money Market Subaccount Yields                      6
         Other Subaccount Yields                             8
         Average Annual Total Returns                        9
         Subaccount Performance Data                        11
         Adjusted Historic Portfolio Performance Data       16
         Effect of the Annual Contract Fee on
              Performance Data                              21
VARIABLE ANNUITY PAYMENTS                                   21
         Assumed Investment Rate                            21
         Amount of Variable Annuity Payments                21
         Annuity Unit Value                                 22

TAX STATUS                                                  23
         Introduction                                       23
         Taxation of the Company                            23
         Tax Status of the Contract                         23
         Taxation of Annuities                              25
         Qualified Contracts                                26
         Withholding                                        27
         Possible Changes in Taxation                       28
         Other Tax Consequences                             28
LEGAL MATTERS                                               28
EXPERTS                                                     28
OTHER INFORMATION                                           28
FINANCIAL STATEMENTS                                        29

If you would like a free copy of the Statement of Additional Information for
this prospectus, please complete the following and mail it to First Citicorp
Life Insurance Company, 800 Silver Lake Boulevard, P.O. Box 7031, Dover,
Delaware 19903.

Please send a copy of the Statement of Additional Information pertaining to the
First Citicorp Life Insurance Company Variable Annuity and the First Citicorp
Life Variable Annuity Separate Account to: (Please Print or Type)

Name:___________________________________________________________


Mailing Address: _______________________________________________

                 _______________________________________________


                                       17

<PAGE>






                       THIS PAGE INTENTIONALLY LEFT BLANK.





                                       18


<PAGE>


                    APPENDIX: CONDENSED FINANCIAL INFORMATION

The following shows Accumulation Unit Values and number of ACCUMULATION UNITS
for the period from the commencement of business (2/21/95) through December 31,
1998 for each of the SUBACCOUNTS. This condensed financial information is
derived from the financial statements of the SEPARATE ACCOUNT and should be read
in conjunction with the financial statements, related notes and other financial
information contained in the SAI.
<TABLE>
<CAPTION>






- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        From
                                                                                                                    Commencement
                                                            Year Ending        Year Ending        Year Ending     of Operations to
                    Subaccount                               12/31/98           12/31/97           12/31/96           12/31/95*
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>                       <C>               <C>
  CitiSelect VIP Folio 200 Conservative
    (formerly CitiSelect VIP Folio 200)
      Unit Value Beginning of Period                           $1.06              $1.00                 --                 --
      Unit Value End of Period                                 $1.13              $1.06                 --                 --
      Number of Accumulation Units Outstanding            8,486,9489          5,186,850
- ----------------------------------------------------------------------------------------------------------------------------------
  CitiSelect VIP Folio 300 Balanced
    (formerly CitiSelect VIP Folio 300)
      Unit Value Beginning of Period$1.07                      $1.07              $1.00                 --
      Unit Value End of Period                                 $1.14              $1.07                 --                 --
      Number of Accumulation Units Outstanding            13,807,523          9,994,557
- ----------------------------------------------------------------------------------------------------------------------------------
  CitiSelect VIP Folio 400 Growth
    (formerly CitiSelect VIP Folio 400)
      Unit Value Beginning of Period                           $1.08              $1.00                 --                 --
      Unit Value End of Period                                 $1.10              $1.08                 --                 --
      Number of Accumulation Units Outstanding             9,177,901          7,624,470
- ----------------------------------------------------------------------------------------------------------------------------------
  CitiSelect VIP Folio 500 Growth Plus
    (formerly CitiSelect VIP Folio 500)
      Unit Value Beginning of Period                           $1.09              $1.00                 --                 --
      Unit Value End of Period                                 $1.10              $1.09                 --                 --
      Number of Accumulation Units Outstanding             3,582,943          2,332,285
- ----------------------------------------------------------------------------------------------------------------------------------
  CitiFunds Small Cap Growth VIP Portfolio
      Unit Value Beginning of Period                           $1.11              $1.00                 --                 --
      Unit Value End of Period                                 $1.05              $1.11                 --                 --
      Number of Accumulation Units Outstanding             1,427,896            811,490                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity VIP Growth Portfolio
      Unit Value Beginning of Period                           $1.80              $1.48              $1.31              $1.00
      Unit Value End of Period                                 $2.49              $1.80              $1.48              $1.31
      Number of Accumulation Units Outstanding             9,921,446          6,485,960          2,902,936          1,237,930
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity VIP High Income Portfolio
      Unit Value Beginning of Period                           $1.14              $1.00                 --                 --
      Unit Value End of Period                                 $1.08              $1.14                 --                 --
      Number of Accumulation Units Outstanding            12,550,649          4,679,724                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity Equity-Income Portfolio
      Unit Value Beginning of Period                           $1.22              $1.00                 --                 --
      Unit Value End of Period                                 $1.34              $1.22                 --                 --
      Number of Accumulation Units Outstanding            28,422,802         11,769,502                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity VIP Overseas Portfolio
      Unit Value Beginning of Period                           $1.09              $1.00                 --                 --
      Unit Value End of Period                                 $1.21              $1.09                 --                 --
      Number of Accumulation Units Outstanding             7,440,541          4,444,906                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity VIP II Contrafund Portfolio
      Unit Value Beginning of Period                           $1.21              $1.00                 --                 --
      Unit Value End of Period                                 $1.55              $1.21                 --                 --
      Number of Accumulation Units Outstanding            16,365,923          7,182,541                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  Fidelity VIP II Index 500 Portfolio
      Unit Value Beginning of Period                           $1.24              $1.00                 --                 --
      Unit Value End of Period                                 $1.57              $1.24                 --                 --
      Number of Accumulation Units Outstanding            37,349,984         17,510,630                 --                 --

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

                                       19


<PAGE>
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        From
                                                                                                                    Commencement
                                                            Year Ending        Year Ending        Year Ending     of Operations to
                    Subaccount                               12/31/98           12/31/97           12/31/96           12/31/95*
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>                       <C>               <C>
  AIM V.I. Capital Appreciation Fund
      Unit Value Beginning of Period                           $1.67              $1.49              $1.29              $1.00
      Unit Value End of Period                                 $1.97              $1.67              $1.49              $1.29
      Number of Accumulation Units Outstanding            12.795,979          9,405,192          3,464,766          1,345,513
- ----------------------------------------------------------------------------------------------------------------------------------
  AIM V.I. Government Securities Fund
      Unit Value Beginning of Period                           $1.06              $1.00                 --                 --
      Unit Value End of Period                                 $1.13              $1.06                 --                 --
      Number of Accumulation Units Outstanding             8,085,335          2,587,138                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  AIM V.I. Growth Fund
      Unit Value Beginning of Period                           $1.21              $1.00                 --                 --
      Unit Value End of Period                                 $1.61              $1.21                 --                 --
      Number of Accumulation Units Outstanding             4,344,807          1,609,176                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  AIM V.I. Growth and Income Fund
      Unit Value Beginning of Period                           $1.18              $1.00                 --                 --
      Unit Value End of Period                                 $1.49              $1.18                 --                 --
      Number of Accumulation Units Outstanding            12,751,057          5,216,176                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  AIM V.I. International Equity Fund
      Unit Value Beginning of Period                           $1.05              $1.00                 --                 --
      Unit Value End of Period                                 $1.20              $1.05                 --                 --
      Number of Accumulation Units Outstanding            11,552,635          8,040,029                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  AIM V.I. Value Fund
      Unit Value Beginning of Period                           $1.19              $1.00                 --                 --
      Unit Value End of Period                                 $1.56              $1.19                 --                 --
      Number of Accumulation Units Outstanding            17,350,727          6,012,919                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Global Governments Series
    (formerly MFS World Governments Series)
      Unit Value Beginning of Period                           $1.10              $1.12              $1.00              $1.00
      Unit Value End of Period                                 $1.17              $1.10              $1.12              $1.10
      Number of Accumulation Units Outstanding             1,906,433          1,814,432            467,158            241,914
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Money Market Series
      Unit Value Beginning of Period                           $1.09              $1.06              $1.03              $1.00
      Unit Value End of Period                                 $1.14              $1.09              $1.06              $1.03
      Number of Accumulation Units Outstanding             7,130,698          4,552,838            491,668            115,908
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Bond Series
      Unit Value Beginning of Period                           $1.08              $1.00                 --                 --
      Unit Value End of Period                                 $1.14              $1.08                 --                 --
      Number of Accumulation Units Outstanding             4,592,230          1,523,046                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Total Return Series
      Unit Value Beginning of Period                           $1.16              $1.00                 --                 --
      Unit Value End of Period                                 $1.29              $1.16                 --                 --
      Number of Accumulation Units Outstanding            16,554,134          6,044,594                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Research Series
      Unit Value Beginning of Period                           $1.15              $1.00                 --                 --
      Unit Value End of Period                                 $1.41              $1.15                 --                 --
      Number of Accumulation Units Outstanding            18,835,706         11,348,445                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
  MFS Emerging Growth Series
      Unit Value Beginning of Period                           $1.17              $1.00                 --                 --
      Unit Value End of Period                                 $1.55              $1.17                 --                 --
      Number of Accumulation Units Outstanding            18,235,621          7,769,779                 --                 --
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

*The Fidelity VIP Growth Portfolio, AIM V.I. Capital Appreciation Fund, MFS
Global Governments Series and MFS Money Market Series SUBACCOUNTS commenced
operations on February 21, 1995. All other SUBACCOUNTS commenced operations on
February 3, 1997.


                                       20


<PAGE>



                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION




<PAGE>









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

                                  STATEMENT OF
                             ADDITIONAL INFORMATION




                      FIRST CITICORP LIFE INSURANCE COMPANY
                                666 Fifth Avenue
                                    3rd Floor
                               New York, NY 10103
                                 (800) 497-4857









                          FIRST CITICORP LIFE VARIABLE
                            ANNUITY SEPARATE ACCOUNT


                           INDIVIDUAL FLEXIBLE PREMIUM
                       DEFERRED VARIABLE ANNUITY CONTRACT




                                   MAY 1, 1999




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





<PAGE>




                       STATEMENT OF ADDITIONAL INFORMATION

                      FIRST CITICORP LIFE INSURANCE COMPANY
                             Customer Service Office
                            800 Silver Lake Boulevard
                                  P.O. Box 7031
                                 Dover, DE 19904
                                 (800) 497-4857

              FIRST CITICORP LIFE VARIABLE ANNUITY SEPARATE ACCOUNT

         INDIVIDUAL FLEXIBLE PREMIUM DEFERRED VARIABLE ANNUITY CONTRACT

         This Statement of Additional Information contains information in
addition to the information described in the Prospectus for the flexible premium
deferred variable annuity contract (the "Contract") offered by First Citicorp
Life Insurance Company ("we", "our" and "us"). This Statement of Additional
Information is not a prospectus, and it should be read only in conjunction with
the prospectuses for the Contract and the investment portfolios. The Prospectus
for the Contract is dated the same as this Statement of Additional Information.
You may obtain a copy of the prospectuses by writing or calling us at our
address or phone number shown above.


                                   MAY 1, 1999


                                       2


<PAGE>



                       STATEMENT OF ADDITIONAL INFORMATION
                                TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
ADDITIONAL CONTRACT PROVISIONS............................................. 4
         The Contract...................................................... 4
         Incontestability.................................................. 4
         Misstatement of Age or Sex........................................ 4
         Participation..................................................... 4
         Assignment........................................................ 4

DISTRIBUTION OF THE CONTRACTS.............................................. 4

DETERMINING ACCUMULATION UNIT VALUES....................................... 4

ADDING, DELETING OR SUBSTITUTING  INVESTMENT PORTFOLIOS.................... 5

VOTING RIGHTS.............................................................. 5

CALCULATION OF YIELDS AND TOTAL RETURNS.................................... 6
         Money Market Subaccount Yields.................................... 6
         Other Subaccount Yields........................................... 8
         Average Annual Total Returns...................................... 9
         Subaccount Performance Data...................................... 11
         Adjusted Historic Portfolio Performance Data..................... 16
         Effect of the Annual Contract Fee on Performance Data............ 21

VARIABLE ANNUITY PAYMENTS................................................. 21
         Assumed Investment Rate.......................................... 21
         Amount of Variable Annuity Payments.............................. 21
         Annuity Unit Value............................................... 22

TAX STATUS................................................................ 23
         Introduction..................................................... 23
         Taxation of the Company.......................................... 23
         Tax Status of the Contract....................................... 23
         Taxation of Annuities............................................ 25
         Qualified Contracts.............................................. 26
         Withholding...................................................... 27
         Possible Changes in Taxation..................................... 28
         Other Tax Consequences........................................... 28

LEGAL MATTERS............................................................. 28

EXPERTS .................................................................. 28

OTHER INFORMATION......................................................... 28

FINANCIAL STATEMENTS...................................................... 29


                                       3



<PAGE>



                         ADDITIONAL CONTRACT PROVISIONS

THE CONTRACT

         The application, endorsements and all other attached papers are part of
the Contract. The statements made in the application are deemed representations
and not warranties. We will not use any statement in defense of a claim or to
void the Contract unless it is contained in the application.

INCONTESTABILITY

         We will not contest the Contract.

MISSTATEMENT OF AGE OR SEX

         If the age or sex (if applicable) of the payee has been misstated, the
amount which will be paid is that which the proceeds would have purchased at the
correct age and sex (if applicable).

PARTICIPATION

         The Contract does not participate in our divisible surplus.

ASSIGNMENT

         Upon written notice to us, you may assign your rights under this
Contract. We assume no responsibility for the validity of any such assignment.
Assignments will not apply to any payments or actions taken prior to the time it
is recorded by us. Certain Qualified Contracts may not be assigned.

                          DISTRIBUTION OF THE CONTRACTS

         CFBDS, Inc. acts as the principal underwriter and distributor of the
Contract, pursuant to an Underwriting Agreement with us. Applications for the
Contracts are solicited by agents who are licensed by applicable state insurance
authorities to sell our variable annuity contracts and who are also licensed
representatives of broker-dealers registered with the SEC under the Securities
Exchange Act of 1934 and having written sales agreements with the principal
underwriter to sell the Contract.

         CFBDS, Inc. is not affiliated with First Citicorp Life Insurance
Company or the Separate Account. For fiscal years 1998, 1997 and 1996, no
underwriting commissions were paid to, or retained by, CFBDS, Inc.

                      DETERMINING ACCUMULATION UNIT VALUES

         The accumulation unit value for each subaccount on its first Valuation
Period was set at $1.00. A Valuation Period is the period that starts at the
close of regular trading on the New York Stock Exchange on any business day and
ends at the close of regular trading on the next business day. We calculate the
accumulation unit value for each subaccount at the end of each Valuation Period.
We do this by multiplying the subaccount's accumulation unit value on the
preceding business day by the net investment factor for the subaccount's
Valuation Period just ended.



                                       4


<PAGE>

         The net investment factor for each subaccount for each Valuation Period
is calculated by dividing (1) by (2) and subtracting (3) from the result, where:

(1)       Is the net asset value per share of the corresponding portfolio at the
          end of the Valuation Period, plus the per share amount of any declared
          and unpaid dividends or capital gains accruing to that portfolio plus
          (or minus) a per share credit (or charge) for any taxes resulting form
          the investment operations of the subaccount;

(2)       Is the portfolio's net asset value per share at the beginning of the
          Valuation Period; and

(3)       Is a factor representing the daily mortality and expense risk charge
          and the administration charge deducted from the subaccount.


             ADDING, DELETING OR SUBSTITUTING INVESTMENT PORTFOLIOS

       We reserve the right, subject to applicable law, to make additions to,
deletions from, or substitutions for the shares of a portfolio that are held in
or purchased by the Separate Account. If the shares of a portfolio are no longer
available for investment, or if, in our judgment, further investments in any
portfolio becomes inappropriate, we may redeem the shares of that portfolio and
substitute shares of another portfolio. We will not substitute any shares
attributable to a Contract's interest in a subaccount without notice and prior
approval of the SEC and state insurance authorities, to the extent required by
the 1940 Act and other applicable law.

       We also reserve the right to establish additional subaccounts of the
Separate Account, each of which would invest in shares of a new corresponding
portfolio having a specified investment objective. We may, in our sole
discretion, establish new subaccounts or eliminate or combine one or more
subaccounts if marketing needs, tax considerations or investment or other
conditions warrant. Any new subaccounts may be made available to existing
Contract Owners on a basis to be determined by us. Subject to obtaining any
approvals or consents required by applicable law, the assets of one or more
subaccounts may be transferred to any other subaccount if, in our sole
discretion, marketing, tax, investment or other conditions warrant.

       In the event of any such substitution or change, we may (by appropriate
endorsements, if necessary) change the Contract to reflect the substitution or
change. If we consider it to be in the best interest of Owners or annuitants,
and subject to any approvals that may be required under applicable law, the
Separate Account may be operated as a management investment company under the
1940 Act; it may be deregistered under that Act if registration is no longer
required; it may be combined with other separate accounts, or its assets may be
transferred to another separate account. In addition, we may, when permitted by
law, restrict or eliminate any voting privileges of Owners or other persons who
have such privileges under the Contracts.


                                  VOTING RIGHTS

         In accordance with our view of current applicable law, we will vote
portfolio shares held in the Separate Account at regular and special shareholder
meetings of the portfolios in accordance with instructions received from persons
having voting interests in the corresponding subaccounts. If, however, the 1940
Act or any regulation thereunder should be amended, or if the present
interpretation of the Act should change, or we otherwise determine that we are
allowed to vote the shares in our own right, we may elect to do so.


                                       5


<PAGE>


         The number of votes that an Owner or Annuitant has the right to
instruct us will be calculated separately for each subaccount of the Separate
Account, and may include fractional votes. Prior to the Annuity Income Date, an
Owner holds a voting interest in each subaccount to which Contract Value is
allocated. After the Annuity Income Date, the Annuitant has a voting interest in
each subaccount from which variable annuity payments are made.

         For each Owner, the number of votes attributable to a subaccount will
be determined by dividing the Contract Value attributable to that Owner's
Contract in that subaccount by the net asset value per share of the portfolio in
which that subaccount invests. For each Annuitant, the number of votes
attributable to a subaccount will be determined by dividing the liability for
future variable annuity payments to be paid from the subaccount by the net asset
value per share of the portfolio in which that subaccount invests. This
liability for future payments is calculated on the basis of the mortality
assumptions, the 3.0% assumed investment rate used in determining the number of
annuity units of that subaccount credited to the Annuitant's Contract and
annuity unit value of that subaccount on the date that the number of votes is
determined. As variable annuity payments are made to the Annuitant, the
liability for future payments decreases as does the number of votes.

         The number of votes available to an Owner or Annuitant will be
determined as of the same or coincident date established by the portfolio for
determining shareholders eligible to vote at the shareholders' meeting. Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established for the portfolio. Each Owner or
Annuitant having a voting interest in a subaccount will receive proxy materials
and reports relating to any meeting of shareholders of the portfolio in which
that subaccount invests.

         Portfolio shares as to which no timely instructions are received and
shares held by us in a subaccount as to which no Owner or Annuitant has a
beneficial interest will be voted in proportion to the voting instructions which
are received with respect to all Contracts participating in that subaccount.
Voting instructions to abstain on any item to be voted upon will be applied to
reduce the total number of votes eligible to be cast on a matter.

                     CALCULATION OF YIELDS AND TOTAL RETURNS

         From time to time, we may disclose yields, total returns, and other
performance data pertaining to the Contracts for a subaccount. Such performance
data will be computed, or accompanied by performance data computed, in
accordance with the standards defined by the SEC. Because of the fees and
charges assessed under the Contract, the yield for each subaccount will be lower
than the yield for the investment portfolio supporting that subaccount. The
calculation of yields, total returns and other performance data do not reflect
the effect of any premium tax that may be applicable. Most states and political
subdivisions do not assess premium taxes; however, where state premium taxes are
assessed, we will deduct the amount of the tax due from each payment at rates
ranging from a minimum of 0.5% to a maximum of 3.5% of such payment at the time
annuity payments begin. Premium taxes levied by political subdivisions,
generally at rates of less than 1.00%, will be deducted in the same manner.

MONEY MARKET SUBACCOUNT YIELDS

         From time to time, advertisements and sales literature may quote the
current annualized yield of the Money Market Subaccount for a seven-day period
in a manner which does not take into consideration any 


                                       6


<PAGE>

realized or unrealized gains or losses on shares of the MFS Money Market Series
or on that portfolio's securities.

         This current annualized yield is computed by determining the net change
(exclusive of realized gains and losses on the sale of securities and unrealized
appreciation and depreciation, as well as income other than investment income)
at the end of the seven-day period in the value of a hypothetical account under
a Contract having a balance of 1 unit of the Money Market Subaccount at the
beginning of the period, dividing such net change in subaccount value by the
value of the hypothetical account at the beginning of the period to determine
the base period return, and annualizing this quotient on a 365-day basis. The
net change in subaccount value reflects: 1) net income from the portfolio
attributable to the hypothetical account; and 2) charges and deductions imposed
under the Contract which are attributable to the hypothetical account. The
charges and deductions include the per unit charges for the hypothetical account
for: 1) the annual contract fee; 2) the mortality and expense risk charge; and
(3) the asset-based administration charge. For purposes of calculating current
yields for a Contract, an average per unit contract fee is used based on the $30
annual contract fee deducted at the end of each Contract Year. Current Yield is
calculated according to the following formula:

         CURRENT YIELD = ((NCS - ES)/UV) X (365/7)

WHERE:

         NCS      =          the net change in the value of the MFS Money
                             Market Series (exclusive of realized gains or
                             losses on the sale of securities and unrealized
                             appreciation and depreciation, as well as income
                             other than investment income) for the seven-day
                             period attributable to a hypothetical account
                             having a balance of 1 subaccount unit.

         ES       =          per unit expenses attributable to the hypothetical
                             account for the seven-day period.

         UV       =          the unit value for the first day of the seven-day
                             period.


                                       7


<PAGE>


         The seven-day Effective Yield is calculated by compounding the
unannualized base period return according to the following formula:

         EFFECTIVE YIELD = (1 + ((NCS-ES)/UV)) 365/7 - 1

WHERE:

         NCS      =         the net change in the value of the MFS Money
                            Market Series (exclusive of realized gains or
                            losses on the sale of securities and unrealized
                            appreciation and depreciation, as well as income
                            other than investment income) for the seven-day
                            period attributable to a hypothetical account
                            having a balance of 1 subaccount unit.

         ES       =         per unit expenses attributable to the hypothetical
                            account for the seven-day period.

         UV       =         the unit value for the first day of the seven-day
                            period.

         Based on the method of calculation described above, the Current Yield
and Effective Yield on amounts held in the MFS Money Market Subaccount for the
seven-day period ending December 31, 1998 were:

                    Current Yield - 3.49%

                    Effective Yield - 3.55%

         The current and effective yields on amounts held in this subaccount
normally 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 Subaccount's actual yield is affected by
changes in interest rates on money market securities, average portfolio maturity
of the MFS Money Market Series, the types and quality of portfolio securities
held by the MFS Money Market Series and the MFS Money Market Series' operating
expenses. Yields on amounts held in the Money Market Subaccount may also be
presented for periods other than a seven-day period.

         Yield calculations do not take into account the surrender charge under
the Contract equal to a maximum of 7% of the amount of purchase payments
withdrawn for certain withdrawals. During each Contract Year, up to 10% of all
purchase payments, less any prior withdrawal of purchase payments, may be
withdrawn without the imposition of a surrender charge.

OTHER SUBACCOUNT YIELDS

         From time to time, sales literature or advertisements may quote the
current annualized yield of the Bond Subaccount for a Contract for 30-day or
one-month periods. The annualized yield generated by the Bond Subaccount refers
to income generated by the subaccount during a 30-day or one-month period and is
assumed to be generated each 30-day or one month period over a 12-month period.

         The yield is computed by: 1) dividing the net investment income of the
portfolio attributable to the subaccount units less subaccount expenses for the
period; by 2) the maximum offering price per unit on the last day of the period
times the daily average number of units outstanding for the period; by 3)


                                       8


<PAGE>


compounding that yield for a six-month period; and by 4) multiplying that result
by 2. Expenses attributable to the subaccount include the annual contract fee,
the asset-based administration charge and the mortality and expense risk charge.
The yield calculation assumes a contract fee of $30 per year per Contract
deducted at the end of each Contract Year for Contracts with less than $25,000
of Contract Value. For purposes of calculating the 30-day or one-month yield, an
average contract fee based on the average Contract Value in the Separate Account
is used to determine the amount of the charge attributable to the subaccount for
the 30-day or one-month period. The 30-day or one-month yield is calculated
according to the following formula:

         YIELD = 2 X (((NI - ES)/(U X UV)) + 1)6 - 1)

WHERE:

         NI      =     net income of the portfolio for the 30-day or one-month
                       period attributable to the subaccount's units.

         ES      =     expenses of the subaccount for the 30-day or one-month
                       period.

         U       =     the average number of units outstanding.

         UV      =     the unit value at the close (highest) of the last day in
                       the 30-day or one-month period.

         Based on the method of calculation described above, for the thirty-day
period ending December 31, 1998, the yield for the Bond Subaccount was:

                    Yield = -0.98%

         The yield on the amounts held in the Bond Subaccount normally
fluctuates over time. THEREFORE, THE DISCLOSED YIELD FOR ANY GIVEN PAST PERIOD
IS NOT AN INDICATION OR REPRESENTATION OF FUTURE YIELDS OR RATES OF RETURN. The
Bond Subaccount's actual yield is affected by the types and quality of
securities held by the MFS Bond Series and that portfolio's operating expenses.

         Yield calculations do not take into account the surrender charge under
the Contract equal to a maximum of 7% of the amount of purchase payments
withdrawn for certain withdrawals. During each Contract Year, up to 10% of all
purchase payments, less any prior withdrawal of purchase payments, may be
withdrawn without the imposition of a surrender charge.

AVERAGE ANNUAL TOTAL RETURNS

         From time to time, sales literature or advertisements may also quote
average annual total returns for one or more of the subaccounts for various
periods of time.

         When a subaccount has been in operation for 1, 5, and 10 years,
respectively, the average annual total return for these periods will be
provided. Average annual total returns for other periods of time may, from time
to time, also be disclosed.

         Average annual total returns represent the average annual compounded
rates of return that would equate an initial investment of $1,000 under a
Contract to the redemption value of that investment as of


                                       9


<PAGE>


the last day of each of the periods. The ending date for each period for which
total return quotations are provided will be for the most recent calendar
quarter-end practicable, considering the type of the communication and the media
through which it is communicated.

         Average annual total returns are calculated using subaccount unit
values which we calculate on each Valuation Day based on the performance of the
subaccount's underlying portfolio, the deductions for the mortality and expense
risk charge, the deductions for the asset-based administration charge and the
Annual Contract Fee. The calculation assumes that the contract fee is $30 per
year per Contract deducted at the end of each Contract Year for Contracts with
less than $25,000 of Contract Value. For purposes of calculating average annual
total return, an average per-dollar per-day contract fee attributable to the
hypothetical account for the period is used. The calculation also assumes
surrender of the Contract at the end of the period for the return quotation.
Total returns will therefore reflect a deduction of the surrender charge for any
period less than five years since the date of the purchase payment being
withdrawn. The total return is calculated according to the following formula:

         TR         =        ((ERV/P)1/N) - 1

WHERE:

         TR         =        the average annual total return net of subaccount
                             recurring charges.

         ERV        =        the ending redeemable value (net of any
                             applicable surrender charge) of the hypothetical
                             account at the end of the period.

         P          =        a hypothetical initial payment of $1,000.

         N          =        the number of years in the period.




                                       10


<PAGE>


SUBACCOUNT PERFORMANCE DATA

         Based on the method of calculation described above, the Standardized
Average Annual Total Returns for the Subaccounts for the periods ending December
31, 1998 were:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                     Subaccount Standardized Average Annual Total Return Table
- --------------------------------------------------------------------------------------------------------
                                                                         For the       For the period
                                                                     one-year period   from inception
Subaccount (date of inception of subaccount)                              ending             to
                                                                         12/31/98         12/31/98
- -------------------------------------------------------------------- ----------------- ----------------
<S>                                                                      <C>               <C>
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect(R)VIP Folio 200 Conservative (2/03/97)                      -0.12%             3.92%                         
     (formerly CitiSelect VIP Folio 200)                                                          
   CitiSelect(R)VIP Folio 300 Balanced (2/03/97)                          -0.34%             4.26%
     (formerly CitiSelect VIP Folio 300)                                                          
   CitiSelect(R)VIP Folio 400 Growth (2/03/97)                            -3.99%             2.56%
     (formerly CitiSelect VIP Folio 400)                                                          
   CitiSelect(R)VIP Folio 500 Growth Plus (2/03/97)                       -5.80%             2.34%
     (formerly CitiSelect VIP Folio 500)                                 -11.13%            -0.03%
   CitiFundsSM Small Cap Growth VIP                                      
     Portfolio (2/03/97)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (2/21/95)                                    11.73%            18.63%
   Government Securities Fund (2/03/97)                                    0.30%             3.87%
   Growth Fund (2/03/97)                                                  26.39%            25.88%
   Growth and Income Fund (2/03/97)                                       20.02%            21.10%
   International Equity Fund (2/03/97)                                     7.95%             7.22%
   Value Fund (2/03/97)                                                   24.69%            23.79%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (2/21/95)                                             31.70%            26.12%
   High Income Portfolio (2/03/97)                                       -11.66%             1.17%
   Equity-Income Portfolio (2/03/97)                                       4.13%            14.22%
   Overseas Portfolio (2/03/97)                                            5.24%             7.96%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (2/03/97)                                         22.29%            23.71%
   Index 500 Portfolio (2/03/97)                                          20.66%            24.31%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (2/21/95)                                     0.44%             3.29%
     (formerly World Governments Series)
   Money Market Series (2/21/95)*                                         -2.51%             2.48%
   Bond Series (2/03/97)                                                  -0.65%             4.36%
   Total Return Series (2/03/97)                                           4.83%            11.91%
   Research Series (2/03/97)                                              15.77%            17.12%
   Emerging Growth Series (2/03/97)                                       26.43%            23.41%
- -------------------------------------------------------------------- ----------------- ----------------
</TABLE>

*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this subaccount than the total return quotation.


                                       11


<PAGE>


         We may disclose cumulative total returns in conjunction with the
standard formats described above. The cumulative total returns will be
calculated using the following formula:

         CTR        =        (ERV/P) - 1

WHERE:

         CTR = The cumulative total return net of subaccount recurring charges
for the period.

         ERV        =        The ending redeemable value of the hypothetical
                             investment at the end of the period.

         P          =        A hypothetical single payment of $1,000.




                                       12


<PAGE>


         Based on the method of calculation described above, the Standardized
Cumulative Total Returns for the Subaccounts for the periods ending December 31,
1998 were:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                Subaccount Standardized Cumulative Total Return Table
- -------------------------------------------------------------------------------------------------------
                                                                         For the       For the period
                                                                     one-year period   from inception
Subaccount (date of inception of subaccount)                              ending             to
                                                                         12/31/98         12/31/98
- -------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)                        -0.12%            7.61% 
     (formerly CitiSelect VIP Folio 200)                                                         
   CitiSelect VIP Folio 300 Balanced (2/03/97)                            -0.34%            8.27%
     (formerly CitiSelect VIP Folio 300)                                                         
   CitiSelect VIP Folio 400 Growth (2/03/97)                              -3.99%            4.94%
     (formerly CitiSelect VIP Folio 400)                                                         
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)                         -5.80%            4.51%
     (formerly CitiSelect VIP Folio 500)                                 -11.13%           -0.06%
   CitiFunds Small Cap Growth VIP                                        
     Portfolio (2/03/97)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (2/21/95)                                    11.73%           93.28%
   Government Securities Fund (2/03/97)                                    0.30%            7.51%
   Growth Fund (2/03/97)                                                  26.39%           55.10%
   Growth and Income Fund (2/03/97)                                       20.02%           44.06%
   International Equity Fund (2/03/97)                                     7.95%           14.22%
   Value Fund (2/03/97)                                                   24.69%           50.23%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (2/21/95)                                             31.70%          144.78%
   High Income Portfolio (2/03/97)                                       -11.66%            2.24%
   Equity-Income Portfolio (2/03/97)                                       4.13%           28.86%
   Overseas Portfolio (2/03/97)                                            5.24%           15.73%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (2/03/97)                                         22.29%           50.03%
   Index 500 Portfolio (2/03/97)                                          20.66%           51.43%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (2/21/95)                                     0.44%           13.31%
     (formerly World Governments Series)
   Money Market Series (2/21/95)*                                         -2.51%            9.93%
   Bond Series (2/03/97)                                                  -0.65%            8.48%
   Total Return Series (2/03/97)                                           4.83%           23.94%
   Research Series (2/03/97)                                              15.77%           35.16%
   Emerging Growth Series (2/03/97)                                       26.43%           49.34%
- -------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this subaccount than the total return quotation.

         From time to time, sales literature or advertisements may also quote
average annual total returns and cumulative total returns that do not reflect
the surrender charge or the Annual Contract Fee. These are calculated in exactly
the same way as the average annual total returns and cumulative total returns
described above, except that the ending redeemable value of the hypothetical
account for the period is replaced with an ending value for the period that does
not take into account any charges on amounts surrendered or withdrawn or the
payment of the annual contract fee.


                                       13


<PAGE>


         Based on this non-standardized method of calculation, the
Non-Standardized Average Total Returns and Non-Standardized Cumulative Total
Returns for the Subaccounts for the periods ending December 31, 1998 were:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                        Subaccount Non-Standardized Average Annual Total Return Table
- --------------------------------------------------------------------------------------------------------
                                                                         For the       For the period
                                                                     one-year period   from inception
Subaccount (date of inception of subaccount)                              ending             to
                                                                         12/31/98         12/31/98
- --------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)                         6.20%             6.64% 
     (formerly CitiSelect VIP Folio 200)                                                          
   CitiSelect VIP Folio 300 Balanced (2/03/97)                             5.97%             6.97% 
     (formerly CitiSelect VIP Folio 300)                                                          
   CitiSelect VIP Folio 400 Growth (2/03/97)                               2.33%             5.31% 
     (formerly CitiSelect VIP Folio 400)                                                           
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)                          0.52%             5.10% 
     (formerly CitiSelect VIP Folio 500)                                  -4.82%             2.78% 
   CitiFunds Small Cap Growth VIP                                         
     Portfolio (2/03/97)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (2/21/95)                                    18.04%            19.21%
   Government Securities Fund (2/03/97)                                    6.62%             6.59%
   Growth Fund (2/03/97)                                                  32.71%            28.18%
   Growth and Income Fund (2/03/97)                                       26.34%            23.48%
   International Equity Fund (2/03/97)                                    14.27%             9.87%
   Value Fund (2/03/97)                                                   31.01%            26.12%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (2/21/95)                                             38.02%            26.61%
   High Income Portfolio (2/03/97)                                        -5.34%             3.96%
   Equity-Income Portfolio (2/03/97)                                      10.45%            16.73%
   Overseas Portfolio (2/03/97)                                           11.56%            10.59%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (2/03/97)                                         28.61%            26.04%
   Index 500 Portfolio (2/03/97)                                          26.97%            26.63%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (2/21/95)                                     6.76%             4.15%
     (formerly World Governments Series)
   Money Market Series (2/21/95)*                                          3.81%             3.36%
   Bond Series (2/03/97)                                                   5.66%             7.07%
   Total Return Series (2/03/97)                                          11.15%            14.46%
   Research Series (2/03/97)                                              22.08%            19.57%
   Emerging Growth Series (2/03/97)                                       32.75%            25.75%
- --------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this subaccount than the total return quotation.




                                       14


<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                        Subaccount Non-Standardized Cumulative Total Return Table
- -------------------------------------------------------------------------------------------------------
                                                                         For the       For the period
                                                                     one-year period   from inception
Subaccount (date of inception of subaccount)                              ending             to
                                                                         12/31/98         12/31/98
- -------------------------------------------------------------------------------------------------------
<S>                                                                      <C>               <C>
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)                         6.20%            13.05%
     (formerly CitiSelect VIP Folio 200)                                                          
   CitiSelect VIP Folio 300 Balanced (2/03/97)                             5.97%            13.71%
     (formerly CitiSelect VIP Folio 300)                                                          
   CitiSelect VIP Folio 400 Growth (2/03/97)                               2.33%            10.37% 
     (formerly CitiSelect VIP Folio 400)                                                          
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)                          0.52%             9.95%
     (formerly CitiSelect VIP Folio 500)                                  -4.82%             5.37%
   CitiFunds Small Cap Growth VIP                                         
     Portfolio (2/03/97) 
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (2/21/95)                                    18.04%            96.99%
   Government Securities Fund (2/03/97)                                    6.62%            12.94%
   Growth Fund (2/03/97)                                                  32.71%            60.54%
   Growth and Income Fund (2/03/97)                                       26.34%            49.50%
   International Equity Fund (2/03/97)                                    14.27%            19.65%
   Value Fund (2/03/97)                                                   31.01%            55.67%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (2/21/95)                                             38.02%           148.51%
   High Income Portfolio (2/03/97)                                        -5.34%             7.68%
   Equity-Income Portfolio (2/03/97)                                      10.45%            34.30%
   Overseas Portfolio (2/03/97)                                           11.56%            21.16%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (2/03/97)                                         28.61%            55.47%
   Index 500 Portfolio (2/03/97)                                          26.97%            56.87%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (2/21/95)                                     6.76%            16.98%
     (formerly World Governments Series)
   Money Market Series (2/21/95)*                                          3.81%            13.60%
   Bond Series (2/03/97)                                                   5.66%            13.91%
   Total Return Series (2/03/97)                                          11.15%            29.37%
   Research Series (2/03/97)                                              22.08%            40.60%
   Emerging Growth Series (2/03/97)                                       32.75%            54.78%
- -------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this subaccount than the total return quotation.

         Non-standard performance data will only be disclosed if the standard
performance data for the required periods is also disclosed.

         In advertising and sales literature, the performance of each subaccount
may be compared 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 mutual fund portfolios with investment objectives similar to
each of the subaccounts. Lipper Analytical Services, Inc. ("Lipper") and the
Variable Annuity Research Data Services ("VARDS") are independent services which
monitor and rank the performance of variable annuity issuers in each of the
major categories of investment objectives on an industry-wide basis.


                                       15


<PAGE>


         Lipper's rankings include variable life issuers as well as variable
annuity issuers. VARDS rankings compare only variable annuity issuers. The
performance analyses prepared by Lipper and VARDS each 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 prepares risk adjusted
rankings, which consider the effects of market risk on total return performance.
This type of ranking provides data as to which funds provide the highest total
return within various categories of funds defined by the degree of risk inherent
in their investment objectives.

         Advertising and sales literature may also compare the performance of
each subaccount to the Standard & Poor's Index of 500 Common Stocks, a widely
used measure of stock performance. This unmanaged index assumes the reinvestment
of dividends but does not reflect any "deductions" for the expenses of operating
or managing an investment portfolio. Other independent ranking services and
indices may also be used as a source of performance comparison.

         Comparison may also report other information including the effect of
tax-deferred compounding on a subaccount's investment returns, or returns in
general, which may be illustrated by tables, graphs, or charts. All income and
capital gains derived from subaccount investments are reinvested and can lead to
substantial long-term accumulation of assets, provided that the underlying
portfolio's investment experience is positive.

ADJUSTED HISTORIC PORTFOLIO PERFORMANCE DATA

         The charts below show historic performance data for the portfolios,
including for periods prior to the inception of the subaccounts, reduced by some
or all of the fees and charges under the Contract. Non-standard performance data
will only be disclosed if standard performance data for the required periods is
also disclosed.

         For the purposes of calculating the average annual total returns and
cumulative total returns of the portfolios, we have deducted a daily mortality
and expense risk charge equal to 1.25% of annual assets (except that for the
period March 2, 1998 through December 31, 1998, we deducted the mortality and
expense risk charge of 0.84% of annual assets), a daily administrative fee equal
to 0.15% of annual net assets, the $30 annual contract fee and the applicable
surrender charge.


                                       16


<PAGE>


         Based on the method of calculation described above, the Adjusted
Historic Average Annual Total Returns for the portfolios for the periods ending
December 31, 1998 were:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                  Adjusted Portfolio Average Annual Total Return Table Deducting All Fees and Charges
- -------------------------------------------------------------------------------------------------------------------------
                                                            For the        For the         For the      For the period
Portfolio (date of inception of portfolio)                 one-year     5-year period      10-year      from inception
                                                            period          ending         period             to
                                                            ending         12/31/98        ending          12/31/98
                                                           12/31/98                       12/31/98
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>              <C>            <C>             <C>            
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)          -0.12%            N/A            N/A             3.92%
     (formerly CitiSelect VIP Folio 200)                                                                         
   CitiSelect VIP Folio 300 Balanced (2/03/97)              -0.34%            N/A            N/A             4.26%
     (formerly CitiSelect VIP Folio 300)                                                                         
   CitiSelect VIP Folio 400 Growth (2/03/97)                -3.99%            N/A            N/A             2.56%
     (formerly CitiSelect VIP Folio 400)                                                                         
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)           -5.80%            N/A            N/A             2.34%
     (formerly CitiSelect VIP Folio 500)                   -11.13%            N/A            N/A            -0.03%
   CitiFunds Small Cap Growth VIP Portfolio                
     (11/25/96)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (5/05/93)                      11.80%          15.75%           N/A            17.57%
   Government Securities Fund (5/05/93)                      0.35%           4.28%           N/A             4.70%
   Growth Fund (5/05/93)                                    26.47%          19.96%           N/A            19.65%
   Growth and Income Fund (5/02/94)                         20.09%           N/A             N/A            20.97%
   International Equity Fund (5/05/93)                       8.03%           9.84%           N/A            12.22%
   Value Fund (5/05/93)                                     24.78%          20.22%           N/A            20.67%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (10/9/86)                               31.79%          20.26%         18.21%           16.17%
   High Income Portfolio (9/19/85)                         -11.59%           7.30%          9.96%            9.97%
   Equity-Income Portfolio (10/9/86)                         4.21%          17.29%         14.46%           13.26%
   Overseas Portfolio (1/28/87)                              5.31%           8.20%          8.97%            7.50%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (1/03/95)                           22.37%           N/A             N/A            26.88%
   Index 500 Portfolio (8/27/92)                            20.72%          22.23%           N/A            19.94%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (6/14/94)                       0.51%           N/A             N/A             3.99%
     (formerly World Governments Series)
   Money Market Series (1/03/95)*                           -2.45%           N/A             N/A             2.82%
   Bond Series (10/24/95)                                   -0.59%           N/A             N/A             4.81%
   Total Return Series (1/03/95)                             4.90%           N/A             N/A            16.97%
   Research Series (7/26/95)                                15.85%           N/A             N/A            20.63%
   Emerging Growth Series (7/24/95)                         26.51%           N/A             N/A            24.67%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this portfolio than the total return quotation.


                                       17


<PAGE>


         The Adjusted Historic Cumulative Total Returns for the portfolios for
the periods ending December 31, 1998 were:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
                    Adjusted Portfolio Cumulative Total Return Table Deducting All Fees and Charges
- -------------------------------------------------------------------------------------------------------------------------
                                                            For the        For the         For the       For the period
Portfolio (date of inception of portfolio)                 one-year     5-year period      10-year       from inception
                                                            period          ending      period ending          to
                                                            ending         12/31/98        12/31/98         12/31/98
                                                           12/31/98
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>             <C>             <C>            
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)          -0.12%           N/A             N/A             7.61%
     (formerly CitiSelect VIP Folio 200)                                                                          
   CitiSelect VIP Folio 300 Balanced (2/03/97)              -0.34%           N/A             N/A             8.27%
     (formerly CitiSelect VIP Folio 300)                                                                          
   CitiSelect VIP Folio 400 Growth (2/03/97)                -3.99%           N/A             N/A             4.94%
     (formerly CitiSelect VIP Folio 400)                                                                          
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)           -5.80%           N/A             N/A             4.51%
     (formerly CitiSelect VIP Folio 500)                   -11.13%           N/A             N/A            -0.06%
   CitiFunds Small Cap Growth VIP Portfolio                
     (11/25/96)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (5/05/93)                      11.80%         107.78%           N/A           149.92%
   Government Securities Fund (5/05/93)                      0.35%          23.32%           N/A            29.64%
   Growth Fund (5/05/93)                                    26.47%         148.39%           N/A           175.97%
   Growth and Income Fund (5/02/94)                         20.09%           N/A             N/A           143.08%
   International Equity Fund (5/05/93)                       8.03%          59.89%           N/A            91.98%
   Value Fund (5/05/93)                                     24.78%         151.09%           N/A           189.54%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (10/9/86)                               31.79%         151.51%         432.67%         524.97%
   High Income Portfolio (9/19/85)                         -11.59%          42.23%         158.47%         253.51%
   Equity-Income Portfolio (10/9/86)                         4.21%         121.98%         285.82%         358.27%
   Overseas Portfolio (1/28/87)                              5.31%          48.33%         136.12%         136.77%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (1/03/95)                           22.37%           N/A             N/A           158.70%
   Index 500 Portfolio (8/27/92)                            20.72%         172.87%           N/A           216.99%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (6/14/94)                       0.51%           N/A             N/A            19.50%
     (formerly World Governments Series)
   Money Market Series (1/03/95)*                           -2.45%           N/A             N/A            11.72%
   Bond Series (10/24/95)                                   -0.59%           N/A             N/A            16.16%
   Total Return Series (1/03/95)                             4.90%           N/A             N/A            86.98%
   Research Series (7/26/95)                                15.85%           N/A             N/A            90.36%
   Emerging Growth Series (7/24/95)                         26.51%           N/A             N/A           113.42%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this portfolio than the total return quotation.

         From time to time, sales literature or advertisements may also quote
adjusted average annual total returns and cumulative total returns for the
portfolios that do not reflect the surrender charge or the Annual Contract Fee.
These are calculated in exactly the same way as the adjusted portfolio average
annual total returns and cumulative total returns described above, except that
ending value for the period does not take into account any charges on amounts
surrendered or withdrawn or the payment of the annual contract fee.



                                       18


<PAGE>


         Based on this method of calculation, the Adjusted Portfolio Average
Total Returns and Cumulative Total Returns without the deduction of surrender
charges and the Annual Contract Fee for the portfolios for the periods ending
December 31, 1998 were:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
  Adjusted Portfolio Average Annual Total Return Table Without Deduction of Surrender Charges and Annual Contract Fee
- -------------------------------------------------------------------------------------------------------------------------
                                                            For the        For the         For the       For the period
Portfolio (date of inception of portfolio)                 one-year     5-year period      10-year       from inception
                                                            period          ending      period ending          to
                                                            ending         12/31/98        12/31/98         12/31/98
                                                           12/31/98
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>            <C>             <C>            
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)           6.20%           N/A             N/A             6.64%
     (formerly CitiSelect VIP Folio 200)                                                                          
   CitiSelect VIP Folio 300 Balanced (2/03/97)               5.97%           N/A             N/A             6.97%
     (formerly CitiSelect VIP Folio 300)                                                                          
   CitiSelect VIP Folio 400 Growth (2/03/97)                 2.33%           N/A             N/A             5.31%
     (formerly CitiSelect VIP Folio 400)                                                                          
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)            0.52%           N/A             N/A             5.10%
     (formerly CitiSelect VIP Folio 500)                    -4.82%           N/A             N/A             2.78% 
   CitiFunds Small Cap Growth VIP Portfolio  
     (11/25/96)
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (5/05/93)                      18.12%          16.07%           N/A            17.59%
   Government Securities Fund (5/05/93)                      6.66%           4.75%           N/A             4.71%
   Growth Fund (5/05/93)                                    32.79%          20.24%           N/A            19.67%
   Growth and Income Fund (5/02/94)                         26.42%           N/A             N/A            21.28%
   International Equity Fund (5/05/93)                      14.35%          10.23%           N/A            12.24%
   Value Fund (5/05/93)                                     31.10%          20.50%           N/A            20.69%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (10/9/86)                               38.11%          20.53%         18.23%           16.19%
   High Income Portfolio (9/19/85)                          -5.28%           7.72%          9.98%            9.99%
   Equity-Income Portfolio (10/9/86)                        10.52%          17.59%         14.48%           13.28%
   Overseas Portfolio (1/28/87)                             11.63%           8.61%          8.99%            7.51%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (1/03/95)                           28.69%           N/A             N/A            27.35%
   Index 500 Portfolio (8/27/92)                            27.04%          22.50%           N/A            19.96%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (6/14/94)                       6.83%           N/A             N/A             4.52%
     (formerly World Governments Series)
   Money Market Series (1/03/95)*                            3.87%           N/A             N/A             3.65%
   Bond Series (10/24/95)                                    5.73%           N/A             N/A             5.84%
   Total Return Series (1/03/95)                            11.22%           N/A             N/A            17.55%
   Research Series (7/26/95)                                22.17%           N/A             N/A            21.31%
   Emerging Growth Series (7/24/95)                         32.83%           N/A             N/A            25.30%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this portfolio than the total return quotation.




                                       19


<PAGE>

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
    Adjusted Portfolio Cumulative Total Return Table Without Deduction of Surrender Charges and Annual Contract Fee
- -------------------------------------------------------------------------------------------------------------------------
                                                            For the        For the         For the       For the period
Portfolio (date of inception of portfolio)                 one-year     5-year period      10-year       from inception
                                                            period          ending      period ending          to
                                                            ending         12/31/98        12/31/98         12/31/98
                                                           12/31/98
- -------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>             <C>             <C>             <C>            
VARIABLE ANNUITY PORTFOLIOS
   CitiSelect VIP Folio 200 Conservative (2/03/97)           6.20%           N/A             N/A             13.05%
     (formerly CitiSelect VIP Folio 200)                                                                           
   CitiSelect VIP Folio 300 Balanced (2/03/97)               5.97%           N/A             N/A             13.71%
     (formerly CitiSelect VIP Folio 300)                                                                           
   CitiSelect VIP Folio 400 Growth (2/03/97)                 2.33%           N/A             N/A             10.37%
     (formerly CitiSelect VIP Folio 400)                                                                           
   CitiSelect VIP Folio 500 Growth Plus (2/03/97)            0.52%           N/A             N/A              9.95%
     (formerly CitiSelect VIP Folio 500)                    -4.82%           N/A             N/A              5.37%
   CitiFunds Small Cap Growth VIP Portfolio                
     (11/25/96)                                            
A I M VARIABLE INSURANCE FUNDS, INC.
   Capital Appreciation Fund (5/05/93)                      18.12%         110.66%           N/A            150.16%
   Government Securities Fund (5/05/93)                      6.66%          26.13%           N/A             29.76%
   Growth Fund (5/05/93)                                    32.79%         151.31%           N/A            176.23%
   Growth and Income Fund (5/02/94)                         26.42%           N/A             N/A            145.98%
   International Equity Fund (5/05/93)                      14.35%          62.73%           N/A             92.16%
   Value Fund (5/05/93)                                     31.10%         154.01%           N/A            189.82%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND
   Growth Portfolio (10/9/86)                               38.11%         154.43%         433.58%          526.27%
   High Income Portfolio (9/19/85)                          -5.28%          45.06%         158.91%          254.31%
   Equity-Income Portfolio (10/9/86)                        10.52%         124.87%         286.47%          359.23%
   Overseas Portfolio (1/28/87)                             11.63%          51.16%         136.52%          137.25%
FIDELITY VARIABLE INSURANCE PRODUCTS FUND II
   Contrafund Portfolio (1/03/95)                           28.69%           N/A             N/A            162.47%
   Index 500 Portfolio (8/27/92)                            27.04%         175.80%           N/A            217.33%
MFS VARIABLE INSURANCE TRUST
   Global Governments Series (6/14/94)                       6.83%           N/A             N/A             22.30%
     (formerly World Governments Series)
   Money Market Series (1/03/95)*                            3.87%           N/A             N/A             15.40%
   Bond Series (10/24/95)                                    5.73%           N/A             N/A             19.83%
   Total Return Series (1/03/95)                            11.22%           N/A             N/A             90.71%
   Research Series (7/26/95)                                22.17%           N/A             N/A             94.08%
   Emerging Growth Series (7/24/95)                         32.83%           N/A             N/A            117.15%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
*The yield quotations for the MFS Money Market Series quoted above more closely
reflect the current earnings of this portfolio than the total return quotation.



                                       20


<PAGE>


EFFECT OF THE ANNUAL CONTRACT FEE ON PERFORMANCE DATA

         The Contract provides for a $30 Annual Contract Fee to be deducted
annually at the end of each Contract Year from the Accounts based on the
proportion of the Contract Value invested in each such Account. This fee is
waived for Contracts having a Contract Value of at least $25,000 or if, during
the Contract Year, purchase payments of at least $2,500 ($2,000 for Qualified
Contracts), exclusive of the initial purchase payment, are paid. For purposes of
reflecting the contract fee in yield and total return quotations, the annual
charge is converted into a per-dollar per-day charge based on the average
Contract Value of all Contracts on the last day of the period for which
quotations are provided. This converts the Annual Contract Fee to a factor of
$0.017.

                            VARIABLE ANNUITY PAYMENTS

ASSUMED INVESTMENT RATE

         The discussion concerning the amount of variable annuity payments which
follows is based on an assumed investment rate of 3.0% per year. The assumed net
investment rate is used merely in order to determine the first monthly payment
per thousand dollars of applied value. THIS RATE DOES NOT BEAR ANY RELATIONSHIP
TO THE ACTUAL NET INVESTMENT EXPERIENCE OF THE SEPARATE ACCOUNT OR OF ANY
SUBACCOUNT.

AMOUNT OF VARIABLE ANNUITY PAYMENTS

         The amount of the first variable annuity payment is determined by
dividing the Contract Value on the Annuity Income Date by 1,000 and multiplying
the result by the appropriate factor in the annuity tables provided in the
Contract. These tables are based upon the 1983 IAM Tables (promulgated by the
Society of Actuaries). The appropriate factor is based on the annual net
investment return of 3.0%. The amount of each payment will depend on the age of
the Annuitant(s) at the time the first payment is due, and the sex of the
Annuitant(s), unless otherwise required by law.

         The dollar amount of the second and subsequent variable annuity
payments will vary and is determined by multiplying the number of subaccount
annuity units by the subaccount annuity unit value as of a date no earlier than
the fifth Valuation Day preceding the date the payment is due. The number of
such units will remain fixed during the annuity period, assuming you or the
Annuitant, if you are deceased, make no exchanges of annuity units for annuity
units of another subaccount or to provide a fixed annuity payment. Once every 3
months after annuity payments have commenced, the Annuitant may elect in
writing, to transfer among any subaccounts. After the Annuity Income Date, no
transfers may be made between the subaccounts and the Fixed Account.

         The annuity unit value will increase or decrease from one payment to
the next in proportion to the net investment return of the subaccount or
subaccounts supporting the variable annuity payments, less an adjustment to
neutralize the 3.0% assumed net investment rate referred to above. Therefore,
the dollar amount of annuity payments after the first will vary with the amount
by which the net investment return of the appropriate subaccounts is greater or
less than 3.0% per year. For example, for a Contract using only one subaccount
to generate variable annuity payments, if that subaccount has a cumulative net
investment return of 5% over a one year period, the first annuity payment in the
next year will be approximately 2% greater than the payment on the same date in
the preceding year. If such net investment return is 1% over a one year period,
the first annuity payment in the next year will be approximately 2 percentage
points less than the payment on the same date in the preceding year. (See also
"Variable Annuity Payments" in the Prospectus.)


                                       21


<PAGE>


         Fixed annuity payments are determined at annuitization by multiplying
the values allocated to the Fixed Account by a rate to be determined by First
Citicorp Life which is no less than the rate specified in the annuity tables in
the Contract. The annuity payment will remain level for the duration of the
annuity.

         The annuity payments will be made on the fifteenth day of each month.
The annuity unit value used in calculating the amount of the variable annuity
payments will be based on an annuity unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date of
the annuity payment.

ANNUITY UNIT VALUE

         The annuity unit value is calculated at the same time that the value of
an accumulation unit is calculated and is based on the same values for portfolio
shares and other assets and liabilities. (See "Variable Contract Value" in the
Prospectus.) The annuity unit value for each subaccount's first valuation period
was set at $1.00. The annuity unit value for a subaccount is calculated for each
subsequent Valuation Period by multiplying the subaccount annuity unit value on
the preceding day by the product of 1 times 2 where:

         (1)        is the subaccount's net investment factor on the Valuation
                    Day the Annuity Unit Value is being calculated; and

         (2)        is 0.999919 (which is the daily factor that will produce the
                    3.0% annual investment rate assumed in the annuity tables),
                    adjusted by the number of days since the previous Valuation
                    Day.

         The following illustration shows, by use of hypothetical example, the
method of determining the annuity unit value.

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

         1.         Net Investment Factor for period...............  1.003662336

         2.         Adjustment for 3% Assumed Investment
                    Rate...........................................  0.999919016

         3.         2x1............................................  1.003581055

         4.         annuity unit value, beginning of
                    valuation period...............................    10.743769

         5.         annuity unit value, end of valuation
                    period (3x4)...................................    10.782243






                                       22



<PAGE>

                                   TAX STATUS

INTRODUCTION

         The following discussion is a general discussion of federal income tax
considerations relating to the Contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the situations in which a person may be entitled to or may receive a
distribution under the Contract. Any person concerned about these tax
implications should consult a competent tax adviser before initiating any
transaction. This discussion is based upon the Company's understanding of the
present federal income tax laws as they are currently interpreted by the
Internal Revenue Service ("IRS"). No representation is made as to the likelihood
of the continuation of the present federal income tax laws or of the current
interpretation by the IRS. Moreover, no attempt has been made to consider any
applicable state or other tax laws.

         The Contract may be purchased on a non-tax qualified basis
("Non-Qualified Contract") or purchased and used as an Individual Retirement
Annuity or Roth IRA entitled to special income tax treatment under section
408(b) or 408A of the Code ("Qualified Contracts"). The ultimate effect of
federal income taxes on the amounts held under a Contract, on Annuity Income
Payments , and on the economic benefit to the Contract Owner, the Annuitant or
the Beneficiary may depend on the tax status of the individual concerned.

TAXATION OF THE COMPANY

         The Company is taxed as a life insurance company under Part I of
Subchapter L of the Code. Since the Separate Account is not an entity separate
from the Company, and its operation forms a part of the Company, it will not be
taxed separately as a "regulated investment company" under Subchapter M of the
Code. Investment income and realized capital gains are automatically applied to
increase reserves under the Contracts. Under existing federal income tax law,
the Company believes that the Separate Account investment income and realized
net capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the Contracts.

         Accordingly, the Company does not anticipate that it will incur any
federal income tax liability attributable to the Separate Account and,
therefore, the Company does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
the Company being taxed on income or gains attributable to the Separate Account,
then the Company may impose a charge against the Separate Account (with respect
to some or all Contracts) in order to set aside provisions to pay such taxes.

TAX STATUS OF THE CONTRACT

         The Company believes that the Contract will be subject to tax as an
annuity contract under the Code, which generally means that any increase in a
Contract's Contract Value will not be taxable until amounts are received from
the Contract, either in the form of Annuity Income Payments or in some other
form. In order to be subject to annuity contract treatment for tax purposes, the
Contract must meet the following Code requirements:

         DIVERSIFICATION. Section 817(h) of the Code requires that with respect
to Non-Qualified Contracts, the investments of the Investment Portfolios be
"adequately diversified" in accordance with Treasury Regulations in order for
the Contracts to qualify as annuity contracts under federal tax law. The
Separate 


                                       23


<PAGE>

Account, through the Investment Portfolios, intends to comply with the
diversification requirements prescribed by the Treasury in Reg. Sec. 1.817-5,
which affect how the Investment Portfolios' assets may be invested.

         OWNER CONTROL. In certain circumstances, owners of variable annuity
contracts may be considered the owners, for federal income tax purposes, of the
assets of the separate accounts used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has stated in
published rulings that a variable contract owner will be considered the owner of
separate account assets if the contract owner possesses incidents of ownership
in those assets, such as the ability to exercise investment control over the
assets. The Treasury Department has also announced, in connection with the
issuance of regulations concerning diversification, that those regulations "do
not provide guidance concerning the circumstances in which investor control for
the investments of a segregated asset account may cause the investor (i.e., the
Owner), rather than the insurance company, to be treated as the owner of the
assets in the account." This announcement also stated that guidance would be
issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular Sub-Accounts without being treated as
owners of the underlying assets." As of the date of this prospectus, no guidance
has been issued.

         The ownership rights under the Contract are similar to, but different
in certain respects from those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, an Owner has additional flexibility in allocating premium payments and
Contract Values. These differences could result in an Owner being treated as the
owner of a pro rata portion of the assets of the Separate Account. In addition,
the Company does not know what standards will be set forth, if any, in the
regulations or rulings which the Treasury Department has stated it expects to
issue. The Company therefore reserves the right to modify the Contract as
necessary to attempt to prevent an Owner from being considered the owner of a
pro rata share of the assets of the Separate Account.

         REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract
for federal income tax purposes, section 72(s) of the Code requires
Non-Qualified Contracts to provide that (a) if any Owner dies on or after the
Annuity Income 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 as of the
date of such owner's death; and (b) if any Owner dies prior to the Annuity
Income Date, the entire interest in the Contract will be distributed within five
years after the date of such holder's death. These requirements will be
considered satisfied as to any portion of a holder'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 `designated beneficiary" refers
to a natural person designated by the owner as a Beneficiary and to whom
ownership of the contract passes by reason of death. However, if the "designated
beneficiary" is the surviving spouse of the deceased Owner, the contract may be
continued with the surviving spouse as the new Owner.

         The Non-Qualified 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 assure that
they comply with the requirements of Code section 72(s) when clarified by
regulation or otherwise. Other rules may apply to Qualified Contracts.


         NON-NATURAL OWNER. The owner of any Contract who is not a natural
person generally must include in income any increase in the excess of the
Contract Value over the "investment in the contract" 

                                       24


<PAGE>

(discussed below) during the taxable year. There are several exceptions to this
general rule for non-natural owners. Certain Contracts will generally be treated
as held by a natural person if (a) the nominal owner is a trust or other entity
which holds the contract as an agent for a natural person (but not in the case
of certain non-qualified deferred compensation arrangements); (b) the contract
is acquired by an estate of a decedent by reason of the death of the decedent;
(c) the contract is issued in connection with certain Qualified Plans; (d) the
contract is purchased by an employer upon the termination of certain Qualified
Plans; (e) the contract is used in connection with a structured settlement
agreement; and (f) the contract is purchased with a single purchase payment when
the annuity starting date (as defined in the tax law) is no later than a year
from the purchase of the contract and substantially equal periodic payments are
made, not less frequently than annually, during the annuity period. Prospective
Owners that are not natural persons may wish to discuss these with a competent
tax adviser.

         The following discussion is based on the assumption that the Contract
qualifies as an annuity contract for federal income tax purposes.

TAXATION OF ANNUITIES

         IN GENERAL. Section 72 of the Code governs taxation of annuities in
general. The Company believes that an Owner who is a natural person generally is
not taxed on increases in the Owner's Contract Value until distribution occurs
by withdrawing all or part of such Contract Value (e.g., withdrawals or Annuity
Income Payments under the Annuity Income Option elected). For this purpose, the
assignment, pledge, or agreement to assign or pledge any portion of the Contract
Value (and in the case of a Qualified Contract, any portion of an interest in
the qualified plan) generally will be treated as a distribution. The taxable
portion of a distribution (in the form of a single sum payment or an annuity) is
taxable as ordinary income.

         The following discussion generally applies to a Contract owned by a
natural person.

         WITHDRAWALS. In the case of a withdrawal under a Qualified Contract,
including withdrawals under the systematic withdrawal program, a ratable portion
of the amount received is taxable, generally based on the ratio of the
"investment in the contract" to the individual's total accrued benefit under the
retirement plan. The "investment in the contract" generally equals the amount of
any non-deductible Purchase Payments paid by or on behalf of any individual. For
a Contract issued in connection with qualified plans, the "investment in the
contract" can be zero. Special tax rules may be available for certain
distributions from a Qualified Contract.

         With respect to Non-Qualified Contracts, partial withdrawals, including
withdrawals under the systematic withdrawal program, are generally treated as
taxable income to the extent that the Contract Value immediately before the
withdrawal exceeds the "investment in the contract" at that time.

         Full surrenders of a Non-Qualified Contract are treated as taxable
income to the extent that the amount received exceeds the "investment in the
contract".

         ANNUITY INCOME PAYMENTS . Although the tax consequences may vary
depending on the Annuity Income Payment elected under the Contract, in general,
only the portion of the Annuity Income Payment that represents the amount by
which the Contract Value exceeds the "investment in the contract" will be taxed;
after the "investment in the contract" is recovered, the full amount of any
additional Annuity Income Payments is taxable. For Variable Annuity Income
Payments, the taxable portion is generally determined by an equation that
establishes a specific dollar amount of each payment that is not taxed. The
dollar


                                       25


<PAGE>


amount is determined by dividing the investment in the contract" by the total
number of expected periodic payments. However, the entire distribution will be
taxable once the recipient has recovered the dollar amount of his or her
"investment in the contract". For Fixed Annuity Income Payments, in general
there is no tax on the portion of each payment which represents the same ratio
that the "investment in the contract" bears to the total expected value of the
Annuity Income Payments for the term of the payments; however, the remainder of
each Annuity Income Payment is taxable. Once the "investment in the contract"
has been fully recovered, the full amount of any additional Annuity Income
Payments is taxable. If Annuity Income Payments cease as a result of an
Annuitant's death before full recovery of the "investment in the contract,"
consult a competent tax adviser regarding deductibility of the unrecovered
amount.

         PENALTY TAX. In the case of a distribution pursuant to a Non-Qualified
Contract, there may be imposed a federal income tax penalty equal to 10% of the
amount treated as taxable income. In general, however, there is no penalty tax
on distributions: (1) made on or after the date on which the taxpayer attains
age 59 1/2; (2) made as a result of death or disability of an Owner; (3)
received in substantially equal periodic payments as a life annuity or a joint
and survivor annuity for the lives or life expectancies of the Owner and a
"designated beneficiary". Other tax penalties may apply to certain distributions
pursuant to a Qualified Contract.

         TAXATION OF DEATH BENEFIT PROCEEDS. Amounts may be distributed from the
Contract because of the death of an Owner or the Annuitant. Generally, such
amounts are includible in the income of the recipient as follows: (1) if
distributed in a lump sum, they are taxed in the same manner as a full surrender
as described above, or (2) if distributed under an Annuity Income Option, they
are taxed in the same manner as Annuity Income Payments, as described above.

         TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF THE CONTRACT. A transfer of
ownership of a Contract, the designation of an Annuitant, Payee or other
Beneficiary who is not also an Owner, the selection of certain Annuity Income
Dates, or the exchange of a Contract may result in certain tax consequences that
are not discussed herein. Anyone contemplating any such designation, transfer,
assignment, selection, or exchange should contact a competent tax adviser with
respect to the potential tax effects of such a transaction.

         MULTIPLE CONTRACTS. All deferred non-qualified annuity contracts that
are issued by the Company (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includible in gross income under section 72(e) of the Code. In
addition, the Treasury Department has specific authority to issue regulations
that prevent the avoidance of section 72(e) through the serial purchase of
annuity contracts or otherwise. Congress has also indicated that the Treasury
Department may have authority to treat the combination purchase of an immediate
annuity contract and separate deferred annuity contracts as a single annuity
contract under its general authority to prescribe rules as may be necessary to
enforce the income tax laws.

QUALIFIED CONTRACTS

         IN GENERAL. The Qualified Contract is designed for use as an Individual
Retirement Annuity ("IRA") or Roth IRA. Special favorable tax treatment may be
available for certain types of contributions and 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 commencement and minimum distribution rules;
and in other specified circumstances.

         The Company makes no attempt to provide more than general information
about use of the Contract as an IRA or Roth IRA. Owners and participants under
IRA's and Roth IRA's, as well as 
                                       26


<PAGE>


annuitants and beneficiaries, are cautioned that the rights of any person to any
benefits under Qualified Contracts may be subject to the terms and conditions of
the IRA or Roth IRA Endorsement, regardless of the terms and conditions of the
Contract issued in connection with such a plan. IRA's and Roth IRA's are subject
to distribution and other requirements that are not incorporated in the
administration of the Contracts. Owners are responsible for determining that
contributions, distributions and other transactions with respect to the
Contracts satisfy applicable law. Purchasers of Contracts for use with any IRA
or Roth IRA should consult their legal counsel and tax adviser regarding the
suitability of the Contract.

         For IRAs described in Section 408, distributions generally must
commence no later than April 1 of the calendar year following the calendar year
in which the Owner (or plan participant) reaches age 70 1/2. Roth IRAs under
Section 408A do not require distributions at any time prior to the Owner's
death.

         INDIVIDUAL RETIREMENT ANNUITIES. Section 408 of the Code permits
eligible individuals to contribute to an Individual Retirement Annuity ("IRA").
Also, distributions from certain other types of qualified plans may be "rolled
over" on a tax-deferred basis into an IRA. The sale of a Contract for use with
an IRA may be subject to special disclosure requirements of the Internal Revenue
Service. Purchasers of a Contract for use with IRAs will be provided with
supplemental information required by the Internal Revenue Service or other
appropriate agency. Such purchasers will have the right to revoke their purchase
within 7 days of the earlier of the establishment of the IRA or their purchase.
A Qualified Contract issued in connection with an IRA will be amended as
necessary to conform to the requirements of the Code. Purchasers should seek
competent advice as to the suitability of the Contract for use with IRAs.

         EARNINGS IN AN IRA ARE NOT TAXED UNTIL DISTRIBUTION. IRA contributions
are limited each year to the lesser of $2,000 or 100% of the Owner's adjusted
gross income and may be deductible in whole or in part depending on the
individual's income and whether the individual is a participant in a qualified
plan. The limit on the amount contributed to an IRA does not apply to
distributions from certain other types of qualified plans that are "rolled over"
on a tax-deferred basis into an IRA. Amounts in the IRA (other than
nondeductible contributions) are taxed when distributed from the IRA.
Distributions prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.

         ROTH IRAS. Section 408A of the Code permits certain eligible
individuals to contribute to a Roth IRA. Contributions to a Roth IRA, which are
subject to certain limitations, are not deductible and must be made in cash or
as a rollover or transfer from another Roth IRA or other IRA. A rollover from or
conversion of an IRA to a Roth IRA is generally subject to tax and other special
rules apply. You may wish to consult a tax adviser before combining any
converted amounts with any other Roth IRA contributions, including any other
conversion amounts from other tax years. Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed contributions to
the Roth IRA, income tax and a 10% penalty tax may apply to distributions made
(1) before age 59 1/2 (subject to certain exceptions) or (2) during the five
taxable years starting with the year in which the first contribution is made to
any Roth IRA. A 10% penalty tax may apply to amounts attributable to a
conversion from an IRA if they are distributed during the five taxable years
beginning with the year in which the conversion was made.

WITHHOLDING

         Distributions from Contracts generally are subject to withholding for
the Owner's federal income tax liability. The withholding rate varies according
to the type of distribution and the Owner's tax status. The Owner will be
provided the opportunity to elect not have tax withheld from distributions.

                                       27

<PAGE>


POSSIBLE CHANGES IN TAXATION

         Although the likelihood of legislative change is uncertain, there is
always the possibility that the tax treatment of the Contracts could change by
legislation or other means. It is also possible that any change could be
retroactive (that is, effective prior to the date of the change). A tax adviser
should be consulted with respect to legislative developments and their effect on
the Contract.

OTHER TAX CONSEQUENCES

         As noted above, the foregoing discussion of the federal income tax
consequences is not exhaustive and special rules are provided with respect to
other tax situations not discussed in this Prospectus. Further, the federal
income tax consequences discussed herein reflect the Company's understanding of
the current law and the law may change. Federal estate and gift tax consequences
of ownership or receipt of distributions under the Contract depend on the
individual circumstances of each Owner or recipient of a distribution. A
competent tax adviser should be consulted for further information.

                                  LEGAL MATTERS

         All matters relating to New York law pertaining to the Contracts,
including the validity of the Contracts and our authority to issue the
Contracts, have been passed upon by Catherine S. Mulholland, General Counsel of
the Company. Sutherland Asbill & Brennan LLP of Washington, D.C. has provided
advice on certain matters relating to the federal securities laws.

                                     EXPERTS

         The statutory financial statements of First Citicorp Life Insurance
Company as of December 31, 1998 and 1997, and for each of the years in the
three-year period ended December 31, 1998 and the financial statements for the
Separate Account as of December 31, 1998 have been included herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.

         The report of KPMG LLP covering the financial statements of First
Citicorp Life Insurance Company contains an explanatory paragraph which states
that the financial statements are presented in conformity with accounting
practices prescribed or permitted by the Department of Insurance of the State of
New York. These practices differ in some respects from generally accepted
accounting principles. The financial statements do not include any adjustments
that might result from the differences.

                                OTHER INFORMATION

         A registration statement has been filed with the SEC under the
Securities Act of 1933, as amended, with respect to the Contracts discussed in
this Statement of Additional Information. Not all the information set forth in
the registration statement, amendments and exhibits thereto has been included in
this Statement of Additional Information. Statements contained in this Statement
of Additional Information concerning the content of the Contracts and other
legal instruments are intended to be summaries. For a complete statement of the
terms of these documents, reference should be made to the instruments filed with
the SEC.


                                       28


<PAGE>


                              FINANCIAL STATEMENTS

         The audited Statutory Financial Statements of the Company as of
December 31, 1998 and 1997 and for the years ended December 31, 1998, 1997 and
1996, as well as the Independent Auditor's Report which appear in this Statement
of Additional Information should be considered only as bearing on our ability to
meet our obligations under the contracts. They should not be considered as
bearing on the investment performance of the assets held in the Separate
Account. This Statement of Additional Information also contains audited
financial statements for the Separate Account as of December 31, 1998.








                                       29

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                        Financial Statements and Schedule

                                December 31, 1998

                   (With Independent Auditors' Report Thereon)


<PAGE>

[GRAPHIC OMITTED]
KPMG

          10 South Broadway
          Suite 900
          St. Louis, MO 63102-1761

                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors
     First Citicorp Life Insurance Company and
         Policyholders of First Citicorp Life Insurance Company
         Variable Annuity Separate Account:


     We have  audited the  accompanying  statement of net assets of the AIM V.I.
     Capital Appreciation Fund, AIM V.I. Government Series Fund, AIM V.I. Growth
     Fund, AIM V.I. Growth and Income Fund, AIM V.I.  International Equity Fund,
     AIM V.I. Value Fund,  CitiSelect  VIP Folio 200,  CitiSelect VIP Folio 300,
     CitiSelect  VIP Folio 400,  CitiSelect  VIP Folio 500,  Fidelity VIP Equity
     Income Portfolio,  Fidelity VIP Growth Portfolio,  Fidelity VIP High Income
     Portfolio,  Fidelity VIP  Overseas  Portfolio,  Fidelity VIP II  Contrafund
     Portfolio, Fidelity VIP II Index 500 Portfolio,  CitiFunds Small Cap Growth
     V.I.P.  Portfolio,  MFS Bond Series,  MFS Emerging Growth Series, MFS Money
     Market Series,  MFS Research Series, MFS Total Return Series, and MFS World
     Government  Series  divisions  of First  Citicorp  Life  Insurance  Company
     Variable  Annuity Separate Account as of December 31, 1998, and the related
     statement of operations for the year then ended and the related  statements
     of changes in net assets for each of the years in the two-year period ended
     December 31, 1998.  These financial  statements are the  responsibility  of
     First Citicorp Life Insurance  Company Variable Annuity Separate  Account's
     management.  Our responsibility is to express an opinion on these financial
     statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
     standards.  Those  standards  require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material  misstatement.  An audit includes  examining,  on a test basis,
     evidence   supporting   the  amounts  and   disclosures  in  the  financial
     statements.  Our procedures  included  confirmation of investments owned at
     December 31, 1998, by  correspondence  with the A.I.M.  Variable  Insurance
     Funds,  Inc.,   CitiSelect  Variable  Insurance  Products  Funds,  Fidelity
     Variable  Insurance  Products Funds,  and MFS Variable  Insurance Trust. An
     audit  also  includes   assessing  the  accounting   principles   used  and
     significant estimates made by management, as well as evaluating the overall
     financial  statement  presentation.  We believe  that our audits  provide a
     reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
     in all material  respects,  the financial  position of the AIM V.I. Capital
     Appreciation  Fund, AIM V.I.  Government Series Fund, AIM V.I. Growth Fund,
     AIM V.I.  Growth and Income Fund, AIM V.I.  International  Equity Fund, AIM
     V.I.  Value  Fund,  CitiSelect  VIP Folio  200,  CitiSelect  VIP Folio 300,
     CitiSelect  VIP Folio 400,  CitiSelect  VIP Folio 500,  Fidelity VIP Equity
     Income Portfolio,  Fidelity VIP Growth Portfolio,  Fidelity VIP High Income
     Portfolio,  Fidelity VIP  Overseas  Portfolio,  Fidelity VIP II  Contrafund
     Portfolio, Fidelity VIP II Index 500 Portfolio,  CitiFunds Small Cap Growth
     V.I.P.  Portfolio,  MFS Bond Series,  MFS Emerging Growth Series, MFS Money
     Market Series, MFS

<PAGE>


     Research Series,  MFS Total Return Series,  and MFS World Government Series
     divisions  of  First  Citicorp  Life  Insurance  Company  Variable  Annuity
     Separate  Account  as of  December  31,  1998,  and the  results  of  their
     operations for the year then ended and changes in their net assets for each
     of the years in the two-year  period ended December 31, 1998, in conformity
     with generally accepted accounting principles.




                                             /s/ KPMG LLP
                                             ------------
                                                 KPMG LLP


     April 9, 1999


                                       2
<PAGE>


                              FINANCIAL STATEMENTS

                                  AND SCHEDULE

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                             Statement of Net Assets

                                December 31, 1998


<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------

                                               AIM V.I.        AIM V.I.         AIM         AIM V.I.       AIM V.I.
                                               Capital        Government        V.I.       Growth and   International
                                             Appreciation       Series         Growth        Income         Equity
                                                Fund             Fund           Fund          Fund           Fund
- ----------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>            <C>           <C>            <C>       
Net assets:
    Investments at market value             $  25,228,881      9,138,995      6,981,275     19,079,747     13,835,448

Payable to First Citicorp Life
    Insurance Company                              21,572          8,306          5,878         16,599         12,293
- ----------------------------------------------------------------------------------------------------------------------

Total net assets                            $  25,207,309      9,130,689      6,975,397     19,063,148     13,823,155
- ----------------------------------------------------------------------------------------------------------------------

Total net assets represented by:
    Variable annuity cash value
      invested in separate account
      by contractholders                       25,207,309      9,130,689      6,975,397     19,063,148     13,823,155
- ----------------------------------------------------------------------------------------------------------------------

Total net assets represented                $  25,207,309      9,130,689      6,975,397     19,063,148     13,823,155
- ----------------------------------------------------------------------------------------------------------------------

Total units held by contractholders            12,795,979      8,085,334      4,344,807     12,751,057     11,552,636
Accumulated unit value                      $        1.97           1.13           1.61           1.50           1.20

Cost of investments                         $  21,310,891      8,891,488      6,063,896     15,673,483     12,743,536
- ----------------------------------------------------------------------------------------------------------------------

Number of shares                                1,001,146        817,441        281,503        803,357        705,170
- ----------------------------------------------------------------------------------------------------------------------

See accompanying notes to financial statements.
</TABLE>


                                                           3
<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------

         AIM           CitiSelect     CitiSelect     CitiSelect     CitiSelect      Fidelity         Fidelity         Fidelity
         V.I.             VIP            VIP            VIP            VIP         VIP Equity           VIP           VIP High
         Value           Folio          Folio          Folio          Folio          Income           Growth           Income
         Fund             200            300            400            500          Portfolio        Portfolio       Portfolio
- -------------------------------------------------------------------------------------------------------------------------------
<S>    <C>             <C>           <C>            <C>             <C>            <C>               <C>            <C>       
       27,033,323      9,603,202     15,714,315     10,138,991      3,943,010      38,204,460        24,677,312     13,526,852


           23,245          8,742         14,273          9,138          3,545          34,207            21,622         12,454
- -------------------------------------------------------------------------------------------------------------------------------

       27,010,078      9,594,460     15,700,042     10,129,853      3,939,465      38,170,253        24,655,690     13,514,398
- -------------------------------------------------------------------------------------------------------------------------------




       27,010,078      9,594,460     15,700,042     10,129,853      3,939,465      38,170,253        24,655,690     13,514,398
- -------------------------------------------------------------------------------------------------------------------------------

       27,010,078      9,594,460     15,700,042     10,129,853      3,939,465      38,170,253        24,655,690     13,514,398
- -------------------------------------------------------------------------------------------------------------------------------

       17,350,727      8,486,948     13,807,523      9,177,901      3,582,943      28,422,803         9,921,447     12,550,650
             1.56           1.13           1.14           1.10           1.10            1.34              2.49           1.08

       23,084,820      9,786,079     15,606,167     10,451,111      4,739,279      35,646,354        19,001,813     14,708,053
- -------------------------------------------------------------------------------------------------------------------------------

        1,029,840        923,384      1,472,756        991,103        457,425       1,502,929           549,973      1,173,187
- -------------------------------------------------------------------------------------------------------------------------------

                                                                                                        (Continued)
</TABLE>

                                                               4
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                             Statement of Net Assets



<TABLE>
<CAPTION>
=========================================================================================================================
                                               Fidelity        Fidelity         Fidelity       CitiFunds
                                                  VIP           VIP II           VIP II        Small Cap          MFS
                                                Overseas      Contrafund        Index 500     Growth V.I.P.      Bond
                                               Portfolio       Portfolio        Portfolio       Portfolio       Series
- -------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>              <C>              <C>             <C>            <C>      
Net assets:
    Investments at market value               $ 9,023,369      25,465,476       58,642,638      1,506,012      5,235,889

Payable to First Citicorp Life
    Insurance Company                               8,149          21,829           51,813          1,319          4,755
- -------------------------------------------------------------------------------------------------------------------------

Total net assets                              $ 9,015,220      25,443,647       58,590,825      1,504,693      5,231,134
=========================================================================================================================

Total net assets represented by:
    Variable annuity cash value
      invested in separate account
      by contractholders                        9,015,220      25,443,647       58,590,825      1,504,693      5,231,134
- -------------------------------------------------------------------------------------------------------------------------

Total net assets represented                  $ 9,015,220      25,443,647       58,590,825      1,504,693      5,231,134
=========================================================================================================================

Total units held by contractholders             7,440,541      16,365,923       37,349,984      1,427,896      4,592,230
Accumulated unit value                        $      1.21            1.55             1.57           1.05           1.14

Cost of investments                           $ 8,836,630      21,058,966       48,035,825      1,695,801      5,037,883
=========================================================================================================================

Number of shares                                  450,043       1,041,958          415,169        156,876        460,095
=========================================================================================================================

See accompanying notes to financial statements.
</TABLE>


                                                            5

<PAGE>


<TABLE>
<CAPTION>
===============================================================================
          MFS            MFS                           MFS             MFS
        Emerging        Money             MFS         Total           World
         Growth         Market         Research       Return        Government
         Series         Series           Series       Series          Series
- -------------------------------------------------------------------------------
<S>    <C>             <C>             <C>           <C>             <C>      
       28,277,735      8,107,759       26,507,261    21,435,957      2,232,272


           24,425          7,411           23,288        19,349          2,057
- -------------------------------------------------------------------------------

       28,253,310      8,100,348       26,483,973    21,416,608      2,230,215
===============================================================================




       28,253,310      8,100,348       26,483,973    21,416,608      2,230,215
- -------------------------------------------------------------------------------

       28,253,310      8,100,348       26,483,973    21,416,608      2,230,215
===============================================================================

       18,253,621      7,130,699       18,835,706    16,554,133      1,906,433
             1.55           1.14             1.41          1.29           1.17

       22,489,955      8,107,759       22,153,948    19,705,468      2,096,614
===============================================================================

        1,317,081      8,107,758        1,391,457     1,182,999        205,172
===============================================================================
</TABLE>

                                       6

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                             Statement of Operations

                      For the year ended December 31, 1998


<TABLE>
<CAPTION>
=================================================================================================================

                                                         AIM V.I.        AIM V.I.         AIM          AIM V.I.
                                                         Capital        Government        V.I.        Growth and
                                                      Appreciation        Series         Growth         Income
                                                          Fund             Fund           Fund            Fund
- -----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>                <C>             <C>             <C>   
Investment income - dividends                          $   35,880         247,849         21,757          73,948

Expenses:
    Mortality and expense risk fees                       186,644          50,499         37,528         112,589
    Daily administrative charges                           30,966           8,495          6,343          18,983
- -----------------------------------------------------------------------------------------------------------------

Total expenses                                            217,610          58,994         43,871         131,572
- -----------------------------------------------------------------------------------------------------------------

Net investment income (loss)                             (181,730)        188,855        (22,114)        (57,624)
- -----------------------------------------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investments:
      Realized gain distribution                          635,653               0        407,901         182,511
      Realized gain (loss) on sale of
        investments                                       264,574          28,266         43,418          77,011
      Change in unrealized gain
        (loss) on investments                           2,612,146         129,785        851,618       2,984,696
- -----------------------------------------------------------------------------------------------------------------

Net gain (loss) on investments                          3,512,373         158,051      1,302,937       3,244,218
- -----------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
    resulting from operations                          $3,330,643         346,906      1,280,823       3,186,594
=================================================================================================================


See accompanying notes to financial statements.
</TABLE>

                                                        7

<PAGE>

<TABLE>
<CAPTION>
============================================================================================================

          AIM V.I.          AIM        CitiSelect     CitiSelect     CitiSelect     CitiSelect     Fidelity
       International        V.I.           VIP            VIP            VIP            VIP       VIP Equity
           Equity          Value          Folio          Folio          Folio          Folio        Income
            Fund           Fund            200            300            400            500        Portfolio
- ------------------------------------------------------------------------------------------------------------
<S>        <C>            <C>            <C>            <C>            <C>            <C>           <C>    
           108,852        123,996        406,569        459,358        184,144        171,273       221,326


           103,460        147,275         73,465        127,912         88,556         31,526       248,452
            17,346         24,888         12,413         21,402         14,757          5,295        41,791
- ------------------------------------------------------------------------------------------------------------

           120,806        172,163         85,878        149,314        103,313         36,821       290,243
- ------------------------------------------------------------------------------------------------------------

           (11,954)       (48,167)       320,691        310,044         80,831        134,452       (68,917)
- ------------------------------------------------------------------------------------------------------------



                 0      1,096,684        111,989        161,191        188,899        561,131       787,658

            58,512         22,455         86,486        107,903         27,088         19,525       155,321

         1,194,349      3,770,427       (116,105)       143,788       (203,940)      (777,018)    1,162,382
- ------------------------------------------------------------------------------------------------------------

         1,252,861      4,889,566         82,370        412,882         12,047       (196,362)    2,105,361
- ------------------------------------------------------------------------------------------------------------


         1,240,907      4,841,399        403,061        722,926         92,878        (61,910)    2,036,444
============================================================================================================


                                                                                       (Continued)
</TABLE>


                                                     8

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                             Statement of Operations



<TABLE>
<CAPTION>
=======================================================================================================================

                                                            Fidelity          Fidelity         Fidelity       Fidelity
                                                              VIP             VIP High           VIP           VIP II
                                                             Growth            Income          Overseas      Contrafund
                                                            Portfolio         Portfolio       Portfolio      Portfolio
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                <C>               <C>            <C>   
Investment income - dividends                               $   62,626         431,533           99,965         67,195

Expenses:
    Mortality and expense risk fees                            163,212          91,622           66,081        153,991
    Daily administrative charges                                27,011          15,733           11,118         25,837
- -----------------------------------------------------------------------------------------------------------------------

Total expenses                                                 190,223         107,355           77,199        179,828
- -----------------------------------------------------------------------------------------------------------------------

Net investment income (loss)                                  (127,597)        324,178           22,766       (112,633)
- -----------------------------------------------------------------------------------------------------------------------

Realized and unrealized gain (loss) on investments:
      Realized gain distribution                             1,638,156         274,204          294,636        494,360
      Realized gain (loss) on sale of
          investments                                          202,217         (27,400)           9,475        175,168
      Change in unrealized gain
          (loss) on investments                              4,026,684      (1,545,816)         203,596      3,646,901
- -----------------------------------------------------------------------------------------------------------------------

Net gain (loss) on investments                               5,867,057      (1,299,012)         507,707      4,316,429
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets
    resulting from operations                               $5,739,460        (974,834)         530,473      4,203,796
=======================================================================================================================
</TABLE>

                                                           9

<PAGE>


<TABLE>
<CAPTION>
==========================================================================================================================

        Fidelity        CitiFunds                       MFS            MFS                           MFS            MFS
          VIP II        Small Cap         MFS         Emerging        Money           MFS           Total          World
        Index 500     Growth V.I.P.      Bond          Growth         Market        Research        Return       Government
        Portfolio       Portfolio       Series         Series         Series         Series         Series         Series
- --------------------------------------------------------------------------------------------------------------------------
<S>       <C>                  <C>      <C>            <C>           <C>            <C>            <C>             <C>   
          279,227              0        87,692         98,681        221,244        377,440        271,948         24,516


          366,296         11,344        28,656        166,519         42,542        181,909        129,278         18,743
           61,607          1,908         4,910         27,865          7,073         30,382         22,036          3,112
- --------------------------------------------------------------------------------------------------------------------------

          427,903         13,252        33,566        194,384         49,615        212,291        151,314         21,855
- --------------------------------------------------------------------------------------------------------------------------

         (148,676)       (13,252)       54,126        (95,703)       171,629        165,149        120,634          2,661
- --------------------------------------------------------------------------------------------------------------------------


          646,740        155,804           916         35,238              0         37,864         84,940              0

          329,545          1,380        20,559         85,201              0         54,095         38,497          1,528

        8,381,550       (262,235)      105,644      5,111,014             (1)     3,412,274      1,199,825        133,770
- --------------------------------------------------------------------------------------------------------------------------

        9,357,835       (105,051)      127,119      5,231,453             (1)     3,504,233      1,323,262        135,298
- --------------------------------------------------------------------------------------------------------------------------


        9,209,159       (118,303)      181,245      5,135,750        171,628      3,669,382      1,443,896        137,959
==========================================================================================================================
</TABLE>

                                                            10

<PAGE>


                                          FIRST CITICORP LIFE INSURANCE COMPANY
                                            VARIABLE ANNUITY SEPARATE ACCOUNT

                                            Statement of Changes in Net Assets

                                           For the year ended December 31, 1998


<TABLE>
<CAPTION>
===========================================================================================================================

                                                     AIM V.I.        AIM V.I.         AIM          AIM V.I.      AIM V.I.
                                                     Capital        Government        V.I.        Growth and  International
                                                   Appreciation       Series         Growth         Income        Equity
                                                       Fund            Fund           Fund           Fund          Fund
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                <C>            <C>            <C>            <C>     
Increase (decrease) in net assets 
  resulting from operations:
      Net investment income (loss)                 $   (181,730)      188,855        (22,114)       (57,624)       (11,954)
      Realized gain distributions                       635,653             0        407,901        182,511              0
      Realized gain (loss) on sale of
        investments                                     264,574        28,266         43,418         77,011         58,512
      Change in unrealized gain (loss)
        on investments                                2,612,146       129,785        851,618      2,984,696      1,194,349
- ---------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from operations                                   3,330,643       346,906      1,280,823      3,186,594      1,240,907
- ---------------------------------------------------------------------------------------------------------------------------

Capital transactions:
    Contract deposits                                 7,740,252     4,965,328      3,401,874      9,762,303      4,853,547
    Transfers between funds                          (1,033,718)      919,280        198,698        264,997       (255,178)
    Transfers to (from)  First Citicorp Life
      Insurance Company                                 270,751       431,053        263,980         92,109         (6,048)
    Annual administrative charges                        (4,691)         (389)          (700)        (1,280)        (1,786)
    Death benefits                                      (56,638)            0        (11,663)      (109,134)        (9,517)
    Contract withdrawals                               (734,675)     (272,638)      (104,341)      (304,900)      (417,582)
- ---------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from capital transactions                         6,181,281     6,042,634      3,747,848      9,704,095      4,163,436
- ---------------------------------------------------------------------------------------------------------------------------

Total increase in net assets                          9,511,924     6,389,540      5,028,671     12,890,689      5,404,343

Net assets at beginning of period                    15,695,385     2,741,149      1,946,726      6,172,459      8,418,812
- ---------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                        $ 25,207,309     9,130,689      6,975,397     19,063,148     13,823,155
===========================================================================================================================


See accompanying notes to financial statements.
</TABLE>


                                                            11
<PAGE>


<TABLE>
<CAPTION>
==========================================================================================================================
          AIM         CitiSelect     CitiSelect      CitiSelect  CitiSelect      Fidelity        Fidelity       Fidelity
          V.I.           VIP            VIP            VIP           VIP        VIP Equity         VIP          VIP High
         Value          Folio          Folio          Folio         Folio         Income          Growth         Income
          Fund           200            300            400           500         Portfolio      Portfolio      Portfolio
- --------------------------------------------------------------------------------------------------------------------------


<S>      <C>           <C>             <C>             <C>          <C>             <C>           <C>             <C>    
         (48,167)      320,691         310,044         80,831       134,452         (68,917)      (127,597)       324,178
       1,096,684       111,989         161,191        188,899       561,131         787,658      1,638,156        274,204

          22,455        86,486         107,903         27,088        19,525         155,321        202,217        (27,400)

       3,770,427      (116,105)        143,788       (203,940)     (777,018)      1,162,382      4,026,684     (1,545,816)
- --------------------------------------------------------------------------------------------------------------------------


       4,841,399       403,061         722,926         92,878       (61,910)      2,036,444      5,739,460       (974,834)
- --------------------------------------------------------------------------------------------------------------------------


      14,481,943     4,850,064       6,248,896      3,153,769     1,858,410      22,291,643      8,889,225      9,224,401
         675,855      (235,424)       (952,262)      (709,625)     (221,168)       (269,855)      (828,373)       252,852

         391,394      (642,730)       (464,608)      (140,345)      (64,895)        803,351        206,844         41,693
          (2,019)         (767)         (1,708)        (1,750)         (689)         (3,330)        (3,469)          (947)
         (88,072)      (20,424)        (18,520)        (9,742)       (1,188)        (34,826)       (83,994)       (30,842)
        (435,073)     (280,800)       (558,495)      (479,377)     (120,203)       (964,393)      (942,639)      (321,143)
- --------------------------------------------------------------------------------------------------------------------------


      15,024,028     3,669,919       4,253,303      1,812,930     1,450,267      21,822,590      7,237,594      9,166,014
- --------------------------------------------------------------------------------------------------------------------------

      19,865,427     4,072,980       4,976,229      1,905,808     1,388,357      23,859,034     12,977,054      8,191,180

       7,144,651     5,521,480      10,723,813      8,224,045     2,551,108      14,311,219     11,678,636      5,323,218
- --------------------------------------------------------------------------------------------------------------------------

      27,010,078     9,594,460      15,700,042     10,129,853     3,939,465      38,170,253     24,655,690     13,514,398
==========================================================================================================================

                                                                                                     (Continued)
</TABLE>

                                                            12

<PAGE>


                                          FIRST CITICORP LIFE INSURANCE COMPANY
                                            VARIABLE ANNUITY SEPARATE ACCOUNT

                                            Statement of Changes in Net Assets



<TABLE>
<CAPTION>
=======================================================================================================================

                                                Fidelity        Fidelity       Fidelity      CitiFunds
                                                   VIP           VIP II         VIP II       Small Cap          MFS
                                                 Overseas      Contrafund      Index 500    Growth V.I.P.       Bond
                                                Portfolio       Portfolio      Portfolio      Portfolio        Series
- -----------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>            <C>             <C>            <C>   
Increase (decrease) in net assets 
  resulting from operations:
      Net investment income (loss)            $     22,766        (112,633)      (148,676)       (13,252)       54,126
      Realized gain distributions                  294,636         494,360        646,740        155,804           916
      Realized gain (loss) on sale of
          investments                                9,475         175,168        329,545          1,380        20,559
      Change in unrealized gain (loss)
          on investments                           203,596       3,646,901      8,381,550       (262,235)      105,644
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from operations                                530,473       4,203,796      9,209,159       (118,303)      181,245
- -----------------------------------------------------------------------------------------------------------------------

Capital transactions:
    Contract deposits                            3,848,922      13,182,572     28,649,048        954,889     3,294,019
    Transfers between funds                        (59,100)       (452,920)      (142,535)      (115,922)      333,904
    Transfers to (from)  First Citicorp Life
      Insurance Company                             28,197         214,639        398,799        (16,235)      (48,863)
    Annual administrative charges                   (1,004)         (2,916)        (5,039)          (142)         (213)
    Death benefits                                    (664)        (20,189)       (25,038)             0       (35,396)
    Contract withdrawals                          (159,156)       (364,169)    (1,127,428)       (97,993)     (135,490)
- -----------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from capital transactions                    3,657,195      12,557,017     27,747,807        724,597     3,407,961
- -----------------------------------------------------------------------------------------------------------------------

Total increase in net assets                     4,187,668      16,760,813     36,956,966        606,294     3,589,206

Net assets at beginning of period                4,827,552       8,682,834     21,633,859        898,399     1,641,928
- -----------------------------------------------------------------------------------------------------------------------

Net assets at end of period                   $  9,015,220      25,443,647     58,590,825      1,504,693     5,231,134
=======================================================================================================================
</TABLE>


                                                          13

<PAGE>


=============================================================================

           MFS           MFS                           MFS            MFS
         Emerging       Money           MFS           Total          World
          Growth        Market        Research        Return       Government
          Series        Series         Series         Series         Series
- -----------------------------------------------------------------------------


          (95,703)      171,629        165,149        120,634          2,661
           35,238             0         37,864         84,940              0

           85,201             0         54,095         38,497          1,528

        5,111,014            (1)     3,412,274      1,199,825        133,770
- -----------------------------------------------------------------------------


        5,135,750       171,628      3,669,382      1,443,896        137,959
- -----------------------------------------------------------------------------


       14,047,640     2,569,452      9,825,945     12,539,757        251,986
          205,628     1,681,111        434,889        346,836        (37,973)

          171,768    (1,030,178)        87,611        527,252        (12,596)
           (2,212)         (664)        (2,933)        (1,747)          (276)
           (1,300)      (66,618)       (31,803)        (5,772)        (8,592)
         (363,902)     (206,625)      (569,232)      (469,295)       (88,439)
- -----------------------------------------------------------------------------


       14,057,622     2,946,478      9,744,477     12,937,031        104,110
- -----------------------------------------------------------------------------

       19,193,372     3,118,106     13,413,859     14,380,927        242,069

        9,059,938     4,982,242     13,070,114      7,035,681      1,988,146
- -----------------------------------------------------------------------------

       28,253,310     8,100,348     26,483,973     21,416,608      2,230,215
=============================================================================

                                       14

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                       Statement of Changes in Net Assets

                      For the year ended December 31, 1997


<TABLE>
<CAPTION>
===============================================================================================================================

                                              AIM V.I.       AIM V.I.        AIM         AIM V.I.       AIM V.I.         AIM
                                              Capital       Government       V.I.       Growth and   International      V.I.
                                            Appreciation      Series        Growth        Income         Equity         Value
                                                Fund           Fund          Fund          Fund           Fund          Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>            <C>          <C>            <C>            <C>   
Increase (decrease) in net assets 
  resulting from operations:
      Net investment income (loss)          $   (133,550)     (16,982)       (3,404)      (33,444)       (25,814)       18,218
      Realized gain distributions                186,302            0        59,371         4,431        130,215       178,829
      Realized gain (loss) on sale of
        investments                               67,813        7,816        10,047         6,523         12,680         4,700
      Change in unrealized gain (loss)
        on investments                           822,678      117,721        65,761       421,568       (102,437)      178,076
- -------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from operations                              943,243      108,555       131,775       399,078         14,644       379,823
- -------------------------------------------------------------------------------------------------------------------------------

Capital transactions:
    Contract deposits                          9,940,304    2,260,748     1,802,907     5,581,476      7,370,451     6,488,264
    Transfers between funds                      216,801      346,176        27,448       203,838      1,110,605       333,647
    Transfers to (from)  First Citicorp Life
      Insurance Company                          114,768       42,891        (7,092)       63,080         51,049        25,141
    Annual administrative charges                 (2,142)         (58)           (3)            0           (269)            0
    Death benefits                               (11,556)           0             0             0              0        (6,946)
    Contract withdrawals                        (672,218)     (17,163)       (8,309)      (75,013)      (127,668)      (75,278)
- -------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from capital transactions                  9,585,957    2,632,594     1,814,951     5,773,381      8,404,168     6,764,828
- -------------------------------------------------------------------------------------------------------------------------------

Total increase in net assets                  10,529,200    2,741,149     1,946,726     6,172,459      8,418,812     7,144,651

Net assets at beginning of period              5,166,185            0             0             0              0             0
- -------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                 $ 15,695,385    2,741,149     1,946,726     6,172,459      8,418,812     7,144,651
===============================================================================================================================
</TABLE>

See accompanying notes to financial statements.


                                                              15

<PAGE>


<TABLE>
<CAPTION>
=================================================================================================================================

    CitiSelect     CitiSelect    CitiSelect    CitiSelect     Fidelity      Fidelity       Fidelity      Fidelity      Fidelity
        VIP            VIP            VIP           VIP       VIP Equity       VIP         VIP High        VIP          VIP II
       Folio          Folio          Folio         Folio        Income        Growth        Income       Overseas     Contrafund
        200            300            400           500        Portfolio     Portfolio     Portfolio     Portfolio     Portfolio
- ---------------------------------------------------------------------------------------------------------------------------------


<S>    <C>            <C>           <C>           <C>           <C>           <C>            <C>          <C>            <C>     
       216,233        380,727       406,197       111,398       (88,595)      (83,802)       (31,959)     (32,118)       (53,766)
             0              0             0             0             0       135,997              0            0              0

         8,545         18,121         9,236        14,937         9,181       105,552          6,203        5,358         18,069

       (66,772)       (35,641)     (108,180)      (19,251)    1,395,724     1,414,987        364,616      (16,857)       759,609
- ---------------------------------------------------------------------------------------------------------------------------------


       158,006        363,207       307,253       107,084     1,316,310     1,572,734        338,860      (43,617)       723,912
- ---------------------------------------------------------------------------------------------------------------------------------


     5,128,387     10,265,501     7,747,348     2,475,907    11,472,280     4,831,520      4,948,945    4,813,053      7,590,086
       323,043         86,368       314,908        95,484     1,705,440     1,488,863         68,933       95,129        369,720

         3,505         67,203        19,890        37,532        30,107        68,267         31,649        1,201         43,801
             0              0             0             0          (386)       (2,499)             0            0              0
       (11,719)             0             0             0        (2,649)      (15,402)             0            0              0
       (79,742)       (58,466)     (165,354)     (164,899)     (209,883)     (557,761)       (65,169)     (38,214)       (44,685)
- ---------------------------------------------------------------------------------------------------------------------------------


     5,363,474     10,360,606     7,916,792     2,444,024    12,994,909     5,812,988      4,984,358    4,871,169      7,958,922
- ---------------------------------------------------------------------------------------------------------------------------------

     5,521,480     10,723,813     8,224,045     2,551,108    14,311,219     7,385,722      5,323,218    4,827,552      8,682,834

             0              0             0             0             0     4,292,914              0            0              0
- ---------------------------------------------------------------------------------------------------------------------------------

     5,521,480     10,723,813     8,224,045     2,551,108    14,311,219    11,678,636      5,323,218    4,827,552      8,682,834
=================================================================================================================================

                                                                                                             (Continued)
</TABLE>

                                                              16

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                       Statement of Changes in Net Assets



<TABLE>
<CAPTION>
=================================================================================================================================

                                                   Fidelity       Landmark     Landmark      Landmark     Landmark      Landmark
                                                    VIP II       Small Cap        VIP          VIP           VIP        VIP U.S.
                                                   Index 500     Equity VIP     Balanced      Equity    International  Government
                                                   Portfolio        Fund          Fund         Fund      Equity Fund      Fund
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>           <C>          <C>           <C>          <C>    
Increase (decrease) in net assets 
  resulting from operations:
      Net investment income (loss)                $  (141,509)      (7,510)       (6,101)      (7,521)       (3,560)      (1,253)
      Realized gain distributions                           0            0             0            0             0            0
      Realized gain (loss) on sale of
         investments                                    9,811        1,270        79,524      189,896        (5,806)      (5,558)
      Change in unrealized gain (loss)
         on investments                             2,225,264       72,446       (45,262)    (119,553)      (11,159)       4,617
- ---------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from operations                                 2,093,566       66,206        28,161       62,822       (20,525)      (2,194)
- ---------------------------------------------------------------------------------------------------------------------------------

Capital transactions:
    Contract deposits                              19,168,900      725,265       159,121      193,977        63,438        2,400
    Transfers between funds                           446,614      120,304    (1,538,140)  (1,848,071)     (842,171)    (296,004)
    Transfers to (from)  First Citicorp Life
      Insurance Company                               183,713       (1,024)       (2,851)         846         1,501         (153)
    Annual administrative charges                          (4)           0          (238)        (145)         (101)          (3)
    Death benefits                                     (2,705)           0             0            0             0            0
    Contract withdrawals                             (256,225)     (12,352)      (50,141)     (52,070)      (66,980)      (8,842)
- ---------------------------------------------------------------------------------------------------------------------------------

Increase (decrease) in net assets resulting
    from capital transactions                      19,540,293      832,193    (1,432,249)  (1,705,463)     (844,313)    (302,602)
- ---------------------------------------------------------------------------------------------------------------------------------

Total increase in net assets                       21,633,859      898,399    (1,404,088)  (1,642,641)     (864,838)    (304,796)

Net assets at beginning of period                           0            0     1,404,088    1,642,641       864,838      304,796
- ---------------------------------------------------------------------------------------------------------------------------------

Net assets at end of period                       $21,633,859      898,399             0            0             0            0
=================================================================================================================================
</TABLE>

                                                              17

<PAGE>


===============================================================================

                MFS            MFS                         MFS           MFS
     MFS      Emerging        Money          MFS          Total         World
     Bond      Growth        Market       Research       Return      Government
    Series     Series        Series        Series        Series        Series
- -------------------------------------------------------------------------------

    (11,148)   (55,198)      132,261       (90,972)      (43,817)        4,899
          0          0             0             0             0             0

      2,575      5,351             0        11,753        12,053       (10,296)

     92,363    676,767             0       941,039       530,664        (1,434)
- -------------------------------------------------------------------------------


     83,790    626,920       132,261       861,820       498,900        (6,831)
- -------------------------------------------------------------------------------


  1,535,323  8,178,715     9,055,694    11,637,450     6,235,456     1,528,236
     24,948    269,433    (4,089,586)      569,597       337,130        59,542

     13,198     33,022      (462,915)      107,946        57,332        (4,080)
          0        (21)          (61)           (7)            0          (171)
          0          0             0             0             0        (3,395)
    (15,331)   (48,131)     (173,095)     (106,692)      (93,137)     (110,238)
- -------------------------------------------------------------------------------


  1,558,138  8,433,018     4,330,037    12,208,294     6,536,781     1,469,894
- -------------------------------------------------------------------------------

  1,641,928  9,059,938     4,462,298    13,070,114     7,035,681     1,463,063

          0          0       519,944             0             0       525,083
- -------------------------------------------------------------------------------

  1,641,928  9,059,938     4,982,242    13,070,114     7,035,681     1,988,146
===============================================================================

                                       18

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                          Notes to Financial Statements

                                December 31, 1998

  (1)   HISTORY

        First Citicorp Life Insurance  Company Variable Annuity Separate Account
        (the  Account) is a separate  investment  account  maintained  under the
        provisions of New York  Insurance Law by First  Citicorp Life  Insurance
        Company (the Company),  a subsidiary of Citicorp Life Insurance Company.
        The Account  operates as a unit investment  trust  registered  under the
        Investment Company Act of 1940, as amended,  and supports the operations
        of the Company's  individual  flexible premium deferred variable annuity
        contracts  (the  contracts).  The Account  invests in  portfolios of the
        following funds:

            o   Variable Annuity Portfolios:
                  o CitiSelect VIP Folio 200*,
                  o CitiSelect VIP Folio 300*,
                  o CitiSelect VIP Folio 400*,
                  o CitiSelect VIP Folio 500, and
                  o CitiFunds Small Cap Growth V.I.P. Portfolio.**
            o   AIM Variable Insurance Funds, Inc.:
                  o AIM V.I. Capital Appreciation Fund,
                  o AIM V.I. Government Series Fund*,
                  o AIM V.I. Growth Fund*,
                  o AIM V.I. Growth and Income Fund*,
                  o AIM V.I. International Equity Fund*, and
                  o AIM V.I. Value Fund*.
            o   Fidelity Variable Insurance Products Funds:  
                  o Fidelity VIP Equity Income Portfolio*,  
                  o Fidelity VIP Growth Portfolio,  
                  o Fidelity VIP High Income Portfolio*,   
                  o Fidelity VIP Overseas Portfolio*,   
                  o Fidelity VIP II Contrafund Portfolio*, and 
                  o Fidelity VIP II Index 500 Portfolio*.
            o   MFS Variable  Insurance  Trust:  
                  o MFS Bond Series*, 
                  o MFS Emerging Growth Series*,  
                  o MFS Money  Market  Series,  
                  o MFS Research  Series*,  
                  o MFS Total Return Series*, and 
                  o MFS World Government Series.

            *    Available to the Account beginning February 3, 1997.
            **   Formerly  known as  Landmark  Small Cap Equity VIP Fund
                 through February 28, 1998.

                                       19

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                          Notes to Financial Statements

                                December 31, 1998

        As of April 30,  1997,  several  funds were no longer  available  to the
        Account, including Landmark VIP Balanced Fund, Landmark VIP Equity Fund,
        Landmark VIP International Equity Fund, and Landmark VIP U.S.
        Government Fund.

        The assets of the Account are the property of the  Company.  The portion
        of the Account's  assets  applicable to the contracts are not chargeable
        with  liabilities  arising out of any other  business  conducted  by the
        Company.

        In addition to the Account,  a contract owner may also allocate funds to
        the General  Account,  which is part of the Company's  general  account.
        Amounts  allocated to the General Account are credited with a guaranteed
        rate of interest  for one year.  Because of exemptive  and  exclusionary
        provisions,  interests in the General  Account have not been  registered
        under the Securities  Act of 1933, and the General  Account has not been
        registered as an investment  company under the Investment Company Act of
        1940.

  (2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The following is a summary of significant  accounting  policies followed
        by the Account in preparation of the financial  statements in conformity
        with generally accepted accounting principles.

        (a)   INVESTMENT VALUATION

        The  investment in the Fund is stated at market value,  which is the net
        asset value of each of the  respective  series as determined by the Fund
        at the close of business on the last working day of the period.

        (b)   ACCOUNTING FOR INVESTMENTS

        Investment  transactions  are accounted for on the trade date.  Dividend
        income is recorded on the ex-dividend date. The cost of investments sold
        is generally determined on the specific identification method.

        (c)   FEDERAL INCOME TAXES

        The Company is taxed under federal law as a life insurance company.  The
        Account  is part of the  Company's  total  operations  and is not  taxed
        separately.  Under  existing  law,  no taxes are  payable on  investment
        income and realized capital gains of the Account.

                                       20

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                          Notes to Financial Statements

                                December 31, 1998

        (d)   USE OF ESTIMATES

        The  preparation  of financial  statements in conformity  with generally
        accepted accounting principles requires management to make estimates and
        assumptions  that affect the reported  amounts of assets and liabilities
        and disclosure of contingent  assets and  liabilities at the date of the
        financial  statements and the reported  amounts of increase and decrease
        in net assets from  operations  during the period.  Actual results could
        differ from those estimates.

  (3)   CONTRACT CHARGES

        Daily charges for mortality and expense risks assumed by the Company are
        assessed through the daily unit value calculation, and are equivalent on
        an annual  basis to 1.25% and 0.84% of the net assets of the  contracts,
        for the initial  annuity  investment  period of January 1, 1998  through
        February  28,  1998  and  March  1,  1998  through  December  31,  1998,
        respectively.

        An annual  contract fee of $30 is assessed  against each contract on its
        anniversary date by surrendering units. Daily charges for administrative
        expenses are assessed through the daily unit value calculation,  and are
        equivalent  on an  annual  basis  to  0.15%  of the  net  assets  of the
        contracts.

        The contracts  provide that in the event a contract owner  withdraws all
        or a portion  of the  contract  value  within  five  contract  years,  a
        deferred  sales  charge will be assessed.  The deferred  sales charge is
        based on a table of charges of which the maximum  charge is currently 7%
        of the purchase payments withdrawn. During each contract year, up to 10%
        of purchase  payments less any prior withdrawal of purchase payments may
        be withdrawn without a deferred sales charge.

        Premium  taxes  may be  applicable,  depending  on the  laws of  various
        jurisdictions.  Various  states and other  governmental  entities levy a
        premium tax on annuity contracts issued by insurance companies.

                                       21

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                        VARIABLE ANNUITY SEPARATE ACCOUNT

                          Notes to Financial Statements

                                December 31, 1998

  (4)   PURCHASE OF INVESTMENTS


        For the twelve months ended  December 31, 1998,  investment  activity in
        each of the respective funds was as follows:


<TABLE>
<CAPTION>
============================================================================================

                                                                Cost of          Proceeds
                Shares of                                      purchases        from sales
- --------------------------------------------------------------------------------------------
<S>                                                          <C>                 <C>      
      Variable Annuity Portfolios:
           CitiSelect VIP Folio 200                          $   5,814,125       1,706,012
           CitiSelect VIP Folio 300                              6,368,973       1,636,519
           CitiSelect VIP Folio 400                              3,221,279       1,134,397
           CitiSelect VIP Folio 500                              2,583,610         435,732
           CitiFunds Small Cap Growth V.I.P. Portfolio           1,128,839         260,898

      AIM Variable Insurance Funds, Inc.:
           AIM V.I. Capital Appreciation Fund                    7,760,168       1,112,498
           AIM V.I. Government Series Fund                       6,492,889         254,714
           AIM V.I. Growth Fund                                  4,368,341         229,938
           AIM V.I. Growth and Income Fund                      10,216,891         374,832
           AIM V.I. International Equity Fund                    4,782,929         624,208
           AIM V.I. Value Fund                                  16,256,776         165,093

      Fidelity Variable Insurance Products Funds:
           Fidelity VIP Equity Income Portfolio                 24,273,975       1,706,820
           Fidelity VIP Growth Portfolio                        10,433,867       1,671,031
           Fidelity VIP High Income Portfolio                   10,164,856         391,193
           Fidelity VIP Overseas Portfolio                       4,298,595         318,723
           Fidelity VIP II Contrafund Portfolio                 14,551,422       1,595,849
           Fidelity VIP II Index 500 Portfolio                  30,140,438       1,855,600

      MFS Variable Insurance Trust:
           MFS Bond Series                                       3,695,841         229,054
           MFS Emerging Growth Series                           14,523,733         507,341
           MFS Money Market Series                               7,945,976       4,823,595
           MFS Research Series                                  10,429,787         466,635
           MFS Total Return Series                              13,395,468         237,712
           MFS World Government Series                             353,944         246,271
</TABLE>
                                            22

<PAGE>

<TABLE>
<CAPTION>

                                             FIRST CITICORP LIFE INSURANCE COMPANY
                                               VARIABLE ANNUITY SEPARATE ACCOUNT

                                                 Notes to Financial Statements

                                                       December 31, 1998



===============================================================================================================================

(5)   NET INCREASE IN ACCUMULATION UNITS

      For the  years  ended  December  31,  1998  and  1997,   transactions   in
          accumulation units of contractholders of the account were as follows:

===============================================================================================================================

                                                             1998
- -------------------------------------------------------------------------------------------------------------------------------
                                                       AIM V.I.     AIM V.I.         AIM           AIM V.I.         AIM V.I.
                                                       Capital     Government        V.I.         Growth and      International
                                                     Appreciation    Series         Growth          Income            Equity
                                                         Fund         Fund           Fund            Fund              Fund
- -------------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>           <C>            <C>             <C>               <C>      
      Units purchased                                 4,328,493     4,533,419      2,503,555       7,586,850         4,121,465
      Units withdrawn and contract charges             (449,457)     (247,482)       (86,347)       (319,221)         (370,575)
      Units transferred between funds                  (488,249)    1,212,259        318,423         267,252          (238,283)
- -------------------------------------------------------------------------------------------------------------------------------

      Net increase                                    3,390,787     5,498,196      2,735,631       7,534,881         3,512,607

      Units at beginning of period                    9,405,192     2,587,138      1,609,176       5,216,176         8,040,029
- -------------------------------------------------------------------------------------------------------------------------------

      Units at end of period                         12,795,979     8,085,334      4,344,807      12,751,057        11,552,636
===============================================================================================================================

</TABLE>


                                                              23

<PAGE>

<TABLE>
<CAPTION>

===============================================================================================================================






===============================================================================================================================

                                                             1998
- -------------------------------------------------------------------------------------------------------------------------------
           AIM         CitiSelect       CitiSelect     CitiSelect     CitiSelect     Fidelity        Fidelity        Fidelity
           V.I.           VIP              VIP            VIP            VIP        VIP Equity         VIP           VIP High
           Value         Folio            Folio          Folio          Folio         Income          Growth          Income
           Fund           200              300            400            500         Portfolio       Portfolio       Portfolio
- -------------------------------------------------------------------------------------------------------------------------------

<S>     <C>             <C>              <C>           <C>            <C>            <C>             <C>             <C>      
        10,962,298      4,416,440        5,635,753     2,800,165      1,631,801      17,156,046      4,339,777       7,961,371
          (394,104)      (276,154)        (523,847)     (454,752)      (107,671)       (783,330)      (499,768)       (313,149)
           769,614       (840,188)      (1,298,940)     (791,982)      (273,472)        280,585       (404,522)        222,704
- -------------------------------------------------------------------------------------------------------------------------------

        11,337,808      3,300,098        3,812,966     1,553,431      1,250,658      16,653,301      3,435,487       7,870,926

         6,012,919      5,186,850        9,994,557     7,624,470      2,332,285      11,769,502      6,485,960       4,679,724
- -------------------------------------------------------------------------------------------------------------------------------

        17,350,727      8,486,948       13,807,523     9,177,901      3,582,943      28,422,803      9,921,447      12,550,650
===============================================================================================================================


                                                                                                         (Continued)

</TABLE>




                                                              24

<PAGE>

<TABLE>
<CAPTION>

                                            FIRST CITICORP LIFE INSURANCE COMPANY
                                              VARIABLE ANNUITY SEPARATE ACCOUNT

                                                Notes to Financial Statements

                                                      December 31, 1998



============================================================================================================================

(5)   NET INCREASE IN ACCUMULATION UNITS, CONTINUED

      For the  years  ended  December  31,  1998  and  1997,   transactions   in
          accumulation units of contractholders of the account were as follows:

============================================================================================================================

                                                        1998
- ----------------------------------------------------------------------------------------------------------------------------
                                                   Fidelity        Fidelity        Fidelity       CitiFunds
                                                     VIP           VIP II           VIP II        Small Cap         MFS
                                                   Overseas        Contrafund      Index 500     Growth V.I.P.      Bond
                                                   Portfolio       Portfolio       Portfolio       Portfolio       Series
- ----------------------------------------------------------------------------------------------------------------------------

<S>                                                <C>             <C>             <C>              <C>           <C>      
      Units purchased                              3,181,038       9,830,482       20,660,162       846,161       2,971,843
      Units withdrawn and contract charges          (138,029)       (288,454)        (840,681)      (86,932)       (154,573)
      Units transferred between funds                (47,374)       (358,646)          19,873      (142,823)        251,914
- ----------------------------------------------------------------------------------------------------------------------------

      Net increase                                 2,995,635       9,183,382       19,839,354       616,406       3,069,184

      Units at beginning of period                 4,444,906       7,182,541       17,510,630       811,490       1,523,046
- ----------------------------------------------------------------------------------------------------------------------------

      Units at end of period                       7,440,541      16,365,923       37,349,984     1,427,896       4,592,230
============================================================================================================================

</TABLE>




                                                             25

<PAGE>

<TABLE>
<CAPTION>

============================================================================================






============================================================================================

                                           1998
- --------------------------------------------------------------------------------------------
              MFS               MFS                                MFS               MFS
           Emerging            Money              MFS             Total             World
            Growth             Market           Research          Return          Government
            Series             Series            Series           Series            Series
- --------------------------------------------------------------------------------------------

<S>       <C>                <C>               <C>              <C>                 <C>    
          10,548,138         2,309,841         7,598,069        10,190,977          226,274
            (282,619)         (246,613)         (474,173)         (385,015)         (87,465)
             218,323           514,633           363,365           703,577          (46,808)
- --------------------------------------------------------------------------------------------

          10,483,842         2,577,861         7,487,261        10,509,539           92,001

           7,769,779         4,552,838        11,348,445         6,044,594        1,814,432
- --------------------------------------------------------------------------------------------

          18,253,621         7,130,699        18,835,706        16,554,133        1,906,433
============================================================================================

</TABLE>



                                             26

<PAGE>

<TABLE>
<CAPTION>

                                            FIRST CITICORP LIFE INSURANCE COMPANY
                                              VARIABLE ANNUITY SEPARATE ACCOUNT

                                                Notes to Financial Statements

                                                      December 31, 1998



=============================================================================================================================

(5)   NET INCREASE IN ACCUMULATION UNITS, CONTINUED

      For the  years  ended  December  31,  1998  and  1997,   transactions   in
          accumulation units of contractholders of the account were as follows:

=============================================================================================================================

                                                            1997
- -----------------------------------------------------------------------------------------------------------------------------
                                                     AIM V.I.       AIM V.I.        AIM           AIM V.I.         AIM V.I.
                                                      Capital      Government       V.I.         Growth and     International
                                                    Appreciation     Series        Growth          Income            Equity
                                                       Fund           Fund          Fund            Fund              Fund
- -----------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>           <C>           <C>             <C>              <C>      
      Units purchased                                 6,180,079     2,216,154     1,594,864       5,032,658        7,001,263
      Units withdrawn and contract charges             (420,971)      (16,667)       (7,139)        (64,403)        (117,303)
      Units transferred between funds                   181,318       387,651        21,451         247,921        1,156,069
- -----------------------------------------------------------------------------------------------------------------------------

      Net increase                                    5,940,426     2,587,138     1,609,176       5,216,176        8,040,029

      Units at beginning of period                    3,464,766             0             0               0                0
- -----------------------------------------------------------------------------------------------------------------------------

      Units at end of period                          9,405,192     2,587,138     1,609,176       5,216,176        8,040,029
=============================================================================================================================

</TABLE>






                                                             27

<PAGE>

<TABLE>
<CAPTION>

==========================================================================================================================






==========================================================================================================================

                                                          1997
- --------------------------------------------------------------------------------------------------------------------------
          AIM         CitiSelect      CitiSelect    CitiSelect    CitiSelect     Fidelity       Fidelity        Fidelity
          V.I.           VIP             VIP           VIP           VIP        VIP Equity        VIP           VIP High
          Value         Folio           Folio         Folio         Folio         Income         Growth          Income
          Fund           200             300           400           500         Portfolio      Portfolio       Portfolio
- --------------------------------------------------------------------------------------------------------------------------

<S>     <C>           <C>             <C>           <C>           <C>            <C>            <C>             <C>      
        5,767,184     4,956,251       9,892,094     7,456,293     2,358,949      10,258,941     2,891,445       4,648,170
          (71,384)      (86,149)        (55,567)     (153,382)     (150,399)       (180,920)     (340,485)        (59,117)
          317,119       316,748         158,030       321,559       123,735       1,691,481     1,032,064          90,671
- --------------------------------------------------------------------------------------------------------------------------

        6,012,919     5,186,850       9,994,557     7,624,470     2,332,285      11,769,502     3,583,024       4,679,724

                0             0               0             0             0               0     2,902,936               0
- --------------------------------------------------------------------------------------------------------------------------

        6,012,919     5,186,850       9,994,557     7,624,470     2,332,285      11,769,502     6,485,960       4,679,724
==========================================================================================================================



                                                                                                     (Continued)

</TABLE>


                                                            28

<PAGE>

<TABLE>
<CAPTION>

                                           FIRST CITICORP LIFE INSURANCE COMPANY
                                             VARIABLE ANNUITY SEPARATE ACCOUNT

                                               Notes to Financial Statements

                                                     December 31, 1998



==========================================================================================================================

 (5)  NET INCREASE IN ACCUMULATION UNITS, CONTINUED

      For the years  ended  December  31,  1998 and 1997,  transactions  in
          accumulation  units of  contractholders  of the  account  were as
          follows:

==========================================================================================================================

                                                       1997
- --------------------------------------------------------------------------------------------------------------------------
                                                Fidelity        Fidelity        Fidelity        Landmark        Landmark
                                                  VIP            VIP II          VIP II         Small Cap         VIP
                                                Overseas       Contrafund       Index 500       Equity VIP       Equity
                                                Portfolio       Portfolio       Portfolio          Fund           Fund
- --------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>             <C>             <C>               <C>             <C>    
      Units purchased                           4,387,493       6,840,803       17,186,938        707,778         145,212
      Units withdrawn and contract charges        (33,932)        (38,044)        (221,987)       (12,416)        (38,892)
      Units transferred between funds              91,345         379,782          545,679        116,128      (1,374,924)
- --------------------------------------------------------------------------------------------------------------------------

      Net increase (decrease)                   4,444,906       7,182,541       17,510,630        811,490      (1,268,604)

      Units at beginning of period                      0               0                0              0       1,268,604
- --------------------------------------------------------------------------------------------------------------------------

      Units at end of period                    4,444,906       7,182,541       17,510,630        811,490               0
==========================================================================================================================

</TABLE>








                                                            29

<PAGE>

<TABLE>
<CAPTION>

=========================================================================================================================






=========================================================================================================================

                                                      1997
- -------------------------------------------------------------------------------------------------------------------------
   Landmark       Landmark                      MFS            MFS                              MFS              MFS
     VIP          VIP U.S.      MFS           Emerging        Money            MFS             Total            World
International    Government     Bond           Growth         Market         Research          Return         Government
 Equity Fund       Fund        Series          Series         Series          Series           Series           Series
- -------------------------------------------------------------------------------------------------------------------------

<S>                 <C>       <C>             <C>            <C>             <C>              <C>              <C>      
   60,644           2,221     1,499,740       7,536,741      8,448,279       10,821,738       5,763,673        1,400,097
  (63,754)         (8,300)      (14,707)        (41,047)      (159,934)         (93,880)        (85,739)        (104,233)
 (798,247)       (278,297)       38,013         274,085     (4,227,175)         620,587         366,660           51,410
- -------------------------------------------------------------------------------------------------------------------------

 (801,357)       (284,376)    1,523,046       7,769,779      4,061,170       11,348,445       6,044,594        1,347,274

  801,357         284,376             0               0        491,668                0               0          467,158
- -------------------------------------------------------------------------------------------------------------------------

        0               0     1,523,046       7,769,779      4,552,838       11,348,445       6,044,594        1,814,432
=========================================================================================================================

</TABLE>







                                                               30

<PAGE>

                                                                        SCHEDULE


                                   FIRST CITICORP LIFE INSURANCE COMPANY
                                     VARIABLE ANNUITY SEPARATE ACCOUNT

                                          Schedule of Investments

                                             December 31, 1998

<TABLE>
<CAPTION>

===========================================================================================================

                                                            Number              Market
                                                           of shares             value             Cost
- -----------------------------------------------------------------------------------------------------------

<S>                                                          <C>       <C>                       <C>      
Variable Annuity Portfolios:
       CitiSelect VIP Folio 200                              923,384   $         9,603,202       9,786,079
       CitiSelect VIP Folio 300                            1,472,756            15,714,315      15,606,167
       CitiSelect VIP Folio 400                              991,103            10,138,991      10,451,111
       CitiSelect VIP Folio 500                              457,425             3,943,010       4,739,279
       CitiFunds Small Cap Growth V.I.P. Portfolio           156,876             1,506,012       1,695,801

AIM Variable Insurance Funds, Inc.:
       AIM V.I. Capital Appreciation Fund                  1,001,146            25,228,881      21,310,891
       AIM V.I. Government Series Fund                       817,441             9,138,995       8,891,488
       AIM V.I. Growth Fund                                  281,503             6,981,275       6,063,896
       AIM V.I. Growth and Income Fund                       803,357            19,079,747      15,673,483
       AIM V.I. International Equity Fund                    705,170            13,835,448      12,743,536
       AIM V.I. Value Fund                                 1,029,840            27,033,323      23,084,820

Fidelity Variable Insurance Products Funds:
       Fidelity VIP Equity Income Portfolio                1,502,929            38,204,460      35,646,354
       Fidelity VIP Growth Portfolio                         549,973            24,677,312      19,001,813
       Fidelity VIP High Income Portfolio                  1,173,187            13,526,852      14,708,053
       Fidelity VIP Overseas Portfolio                       450,043             9,023,369       8,836,630
       Fidelity VIP II Contrafund Portfolio                1,041,958            25,465,476      21,058,966
       Fidelity VIP II Index 500 Portfolio                   415,169            58,642,638      48,035,825

MFS Variable Insurance Trust:
       MFS Bond Series                                       460,095             5,235,889       5,037,883
       MFS Emerging Growth Series                          1,317,081            28,277,735      22,489,955
       MFS Money Market Series                             8,107,758             8,107,759       8,107,759
       MFS Research Series                                 1,391,457            26,507,261      22,153,948
       MFS Total Return Series                             1,182,999            21,435,957      19,705,468
       MFS World Government Series                           205,172             2,232,272       2,096,614

===========================================================================================================

</TABLE>

                                                    31

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY
                          (A Wholly Owned Subsidiary of
                        Citicorp Life Insurance Company)

                   Statutory Financial Statements and Schedule

                        December 31, 1998, 1997, and 1996

                   (With Independent Auditors' Report Thereon)

<PAGE>

[GRAPHIC OMITTED]
KPMG

          10 South Broadway
          Suite 900
          St. Louis, MO 63102-1761


                          INDEPENDENT AUDITORS' REPORT



     The Board of Directors
     First Citicorp Life Insurance Company:


     We have audited the accompanying  statutory  statements of admitted assets,
     liabilities,  and  capital  and surplus of First  Citicorp  Life  Insurance
     Company (a wholly owned  subsidiary of Citicorp Life Insurance  Company) as
     of December  31, 1998 and 1997,  and the related  statutory  statements  of
     operations, capital and surplus, and cash flow for each of the years in the
     three-year  period ended December 31, 1998. These financial  statements are
     the  responsibility of the Company's  management.  Our responsibility is to
     express an opinion on these financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
     standards.  Those  standards  require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are free
     of material  misstatement.  An audit includes  examining,  on a test basis,
     evidence   supporting   the  amounts  and   disclosures  in  the  financial
     statements. An audit also includes assessing the accounting principles used
     and  significant  estimates made by  management,  as well as evaluating the
     overall  financial  statement  presentation.  We  believe  that our  audits
     provide a reasonable basis for our opinion.

     As described more fully in note 1 to the financial statements,  the Company
     prepared these financial  statements using accounting  practices prescribed
     or permitted by the Insurance  Department  of the State of New York,  which
     practices differ from generally accepted accounting principles.  The effect
     on the financial statements of the variances between the statutory basis of
     accounting  and  generally  accepted  accounting  principles  although  not
     reasonably determinable, are presumed to be material.

     In our  opinion,  because of the  effects of the  matter  discussed  in the
     preceding  paragraph,  the  financial  statements  referred to above do not
     present   fairly,   in  conformity  with  generally   accepted   accounting
     principles, the financial position of First Citicorp Life Insurance Company
     as of December 31, 1998 and 1997,  or the results of its  operations or its
     cash flows for the years then ended.

     Also, in our opinion,  the financial  statements  referred to above present
     fairly, in all material  respects,  the admitted assets,  liabilities,  and
     capital and surplus of First Citicorp Life Insurance Company as of December
     31, 1998 and 1997,  and the results of its operations and its cash flow for
     each of the years in the  three-year  period ended December 31, 1998 on the
     basis of accounting as described in note 1.

<PAGE>


     Our  audits  were made for the  purpose  of forming an opinion on the basic
     financial  statements  taken  as a  whole.  The  supplementary  information
     included  in  the  accompanying  schedule  is  presented  for  purposes  of
     additional  analysis  and is not a  required  part of the  basic  financial
     statements.  Such information has been subjected to the auditing procedures
     applied  in the  audits  of the  basic  financial  statements  and,  in our
     opinion, is fairly stated in all material respects in relation to the basic
     financial statements taken as a whole.


                                             /s/ KPMG LLP
                                             ------------
                                                 KPMG LLP


     April 9, 1999

                                       2

<PAGE>


                                FIRST CITICORP LIFE INSURANCE COMPANY

                              Statutory Statements of Admitted Assets,
                                Liabilities, and Capital and Surplus

                                     December 31, 1998 and 1997



<TABLE>
<CAPTION>
                                   ADMITTED ASSETS                        1998             1997
                                                                      -------------    -------------
<S>                                                                   <C>                <C>        
Cash and investments:
   Bonds                                                              $ 379,632,866      317,669,051
   Mortgage loans                                                           604,606        1,320,275
   Cash on hand and on deposit                                            1,714,654        5,764,243
   Short-term investments                                                29,615,624       11,158,000
   Other invested assets                                                         --          135,192
                                                                      -------------    -------------

           Total cash and investments                                   411,567,750      336,046,761

Net deferred and uncollected premiums                                            --          631,875
Due from reinsurers                                                         134,467          300,142
Accrued investment income                                                 5,004,937        4,292,985
Due from affiliates                                                              --               --
Other assets                                                                 10,036           30,946
                                                                      -------------    -------------

           Total admitted assets excluding separate account assets      416,717,190      341,302,709

Separate account assets                                                 403,540,180      174,375,963
                                                                      -------------    -------------

           Total admitted assets                                      $ 820,257,370      515,678,672
                                                                      =============    =============

                         LIABILITIES AND CAPITAL AND SURPLUS

Liabilities:
   Future policy benefit reserves:
     Life insurance                                                   $   2,895,220        2,724,765
     Accident and health insurance                                           26,564          207,740
     Policyholder account balances - annuities                          374,232,095      308,132,048
   Supplementary contracts without life contingencies                       730,645          703,058
   Policy and contract claim reserves:
     Life insurance                                                       1,285,652        1,409,648
     Accident and health insurance                                           65,753          715,535
   Federal income taxes due to parent                                     1,986,101        3,420,296
   Asset valuation reserve                                                1,418,376        1,153,437
   Interest maintenance reserve                                           3,326,975        2,917,044
   Transfers to separate accounts due or accrued, net                   (12,283,644)      (7,066,199)
   Other liabilities                                                      2,338,895        1,773,521
                                                                      -------------    -------------

           Total liabilities excluding separate account liabilities     376,022,632      316,090,893

Separate account liabilities                                            403,540,180      174,375,963
                                                                      -------------    -------------

           Total liabilities                                            779,562,812      490,466,856
                                                                      -------------    -------------

Commitments and contingencies

Capital and surplus:
   Capital stock - $5 par value per share; 400,000 shares
     authorized, issued, and outstanding                                  2,000,000        2,000,000
   Surplus:
     Paid-in                                                             32,000,000       13,000,000
     Unassigned                                                           6,694,558       10,211,816
                                                                      -------------    -------------

           Total capital and surplus                                     40,694,558       25,211,816
                                                                      -------------    -------------

           Total liabilities and capital and surplus                  $ 820,257,370      515,678,672
                                                                      =============    =============


See accompanying notes to statutory financial statements.


                                                  3
</TABLE>

<PAGE>


                                  FIRST CITICORP LIFE INSURANCE COMPANY

                                   Statutory Statements of Operations

                              Years ended December 31, 1998, 1997, and 1996



<TABLE>
<CAPTION>
                                                                     1998             1997             1996
                                                                 -------------    -------------    -------------
<S>                                                              <C>                  <C>              <C>      
Revenues:
   Premiums and annuity considerations:
     Life insurance                                              $   2,265,209        4,403,236        5,302,565
     Annuities                                                     290,839,483      242,832,491      103,090,551
     Accident and health insurance                                     112,524        3,270,262        4,283,213
     Supplementary contracts without life
       contingencies                                                    93,131           60,000            5,000
                                                                 -------------    -------------    -------------

           Total premiums and annuity considerations               293,310,347      250,565,989      112,681,329

   Net investment income                                            24,939,020       20,772,942       16,263,882
   Amortization of interest maintenance
     reserve                                                           433,566          220,878           88,258
   Net gain (loss) from operations in separate account                      --         (472,560)         272,349
   Other                                                             6,254,278        1,194,706          141,936
                                                                 -------------    -------------    -------------

           Total revenues                                          324,937,211      272,281,955      129,447,754
                                                                 -------------    -------------    -------------

Benefits and expenses:
   Death and other policy benefits:
     Life insurance                                                  1,954,962        3,091,336        3,369,054
     Accident and health insurance                                     292,994          999,422        1,287,819
     Annuities                                                       6,459,356        5,891,652        2,737,995
     Surrenders                                                     50,627,956       36,676,368       23,985,017
     Payments on supplementary contracts                               100,823           87,389           81,759
   Change in future policy benefits:
     Annuities                                                      66,100,047       65,117,211       77,635,445
     Life insurance                                                    170,455          621,754         (165,096)
     Accident and health insurance                                    (181,176)         (47,248)          19,224
   Change in reserves for supplementary
     contracts                                                          27,587           18,555              982
   Other operating costs and expenses:
     Commissions                                                    17,413,060       14,200,628        5,711,318
     General insurance expenses and
       taxes, licenses, and fees                                     8,515,881        5,260,127        4,224,547
     Net transfer to separate accounts                             177,175,741      141,267,186        7,786,272
     Other                                                              (5,061)             (45)             103
                                                                 -------------    -------------    -------------

           Total benefits and expenses                             328,652,625      273,184,335      126,674,439
                                                                 -------------    -------------    -------------

           Income (loss) from operations before federal income
             tax expense and net realized capital gains             (3,715,414)        (902,380)       2,773,315
Federal income tax expense                                            (463,095)       1,848,635        1,178,369
                                                                 -------------    -------------    -------------

           Income (loss) from operations before net
             realized capital gains                                 (3,252,319)      (2,751,015)       1,594,946
Net realized capital gains, net of IMR
   transfers                                                                --               --               --
                                                                 -------------    -------------    -------------

           Net income (loss)                                     $  (3,252,319)      (2,751,015)       1,594,946
                                                                 =============    =============    =============
</TABLE>

See accompanying notes to statutory financial statements.



                                                     4
<PAGE>


                           FIRST CITICORP LIFE INSURANCE COMPANY

                        Statutory Statements of Capital and Surplus

                       Years ended December 31, 1998, 1997, and 1996




<TABLE>
<CAPTION>
                                              1998             1997            1996
                                           ------------    ------------    ------------
<S>                                        <C>               <C>             <C>       
Capital and surplus at beginning of year   $ 25,211,816      19,152,189      17,951,104

Net income (loss)                            (3,252,319)     (2,751,015)      1,594,946

Change in nonadmitted assets                         --             197              --

Change in asset valuation reserve              (264,939)       (189,555)       (393,861)

Surplus paid in                              19,000,000       9,000,000              --
                                           ------------    ------------    ------------

Capital and surplus at end of year         $ 40,694,558      25,211,816      19,152,189
                                           ============    ============    ============
</TABLE>


See accompanying notes to statutory financial statements.

                                            5
<PAGE>


                                FIRST CITICORP LIFE INSURANCE COMPANY

                                  Statutory Statements of Cash Flow

                            Years ended December 31, 1998, 1997, and 1996


<TABLE>
<CAPTION>
                                                               1998             1997              1996
                                                           -------------    -------------    -------------
<S>                                                        <C>                <C>              <C>        
Cash from operating activities:
    Premiums and annuity considerations                    $ 293,849,091      250,512,274      112,663,508
    Net investment income received                            23,585,121       20,506,033       14,899,954
    Other income received                                      4,094,765        1,091,035          140,540
    Life and accident and health claims,
      and other benefits paid                                (60,209,869)     (47,362,201)     (30,787,707)
    Commissions, other expenses, and taxes paid              (25,407,949)     (19,410,754)     (10,068,113)
    Federal income taxes paid                                 (1,425,291)      (1,703,703)        (830,590)
    Other                                                      2,252,644           61,099            6,396
    Net transfers to separate accounts                      (182,139,489)    (148,230,813)      (7,786,272)
                                                           -------------    -------------    -------------

             Net cash provided by operating activities        54,599,023       55,462,970       78,237,716
                                                           -------------    -------------    -------------

Cash from investing activities:
    Proceeds from investments sold, matured,
      or repaid:
        Bonds                                                116,339,838      183,393,541       42,332,340
        Mortgage loans                                           715,670           97,294          400,687
        Other                                                       (415)             (73)             696
    Cost of investments acquired:
      Cost of bonds acquired                                (176,363,599)    (238,051,758)    (127,231,542)
      Tax on capital losses                                           --               --         (187,647)
    Other invested assets                                        135,192         (135,192)              --
                                                           -------------    -------------    -------------

             Total cash used in investing activities         (59,173,314)     (54,696,188)     (84,685,466)
                                                           -------------    -------------    -------------

Cash from financing activities:
    Surplus paid in                                           19,000,000        9,000,000               --
    Other cash provided                                          547,296        3,565,220        3,599,699
    Other cash applied                                          (564,970)      (4,379,471)      (1,931,939)
                                                           -------------    -------------    -------------

             Total cash provided by financing activities      18,982,326        8,185,749        1,667,760
                                                           -------------    -------------    -------------

             Net change in cash on hand and on deposit
               and short-term investments                     14,408,035        8,952,531       (4,779,990)
Cash on hand and on deposit and short-term
    investments, beginning of year                            16,922,243        7,969,712       12,749,702
                                                           -------------    -------------    -------------
Cash on hand and on deposit and short-term
    investments, end of year                               $  31,330,278       16,922,243        7,969,712
                                                           =============    =============    =============
</TABLE>

See accompanying notes to statutory financial statements.

                                                 6
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996



  (1)   BASIS OF PRESENTATION AND SUMMARY
           OF SIGNIFICANT ACCOUNTING POLICIES

        First  Citicorp Life  Insurance  Company (the Company) is a wholly owned
        subsidiary of Citicorp Life Insurance  Company (the Parent),  which is a
        third-tier,  78%-owned subsidiary of Citigroup.  The Company issues term
        life insurance,  single and flexible premium deferred annuity  policies,
        variable  deferred annuity  policies,  and accident and health policies.
        The majority of the Company's business is generated through customers of
        Citigroup  and its  subsidiaries.  The Company also assumes  credit life
        insurance  policies.  The Company is licensed to issue  insurance in the
        State of New York.

        The accompanying  statutory  financial  statements have been prepared in
        accordance with insurance  accounting  practices prescribed or permitted
        by the  Department of Insurance of the State of New York,  which vary in
        some respects from generally  accepted  accounting  principles (GAAP) as
        discussed more fully in note 10. The preparation of statutory  financial
        statements  requires  management to make estimates and assumptions which
        affect the reported  amounts of assets and liabilities as of the date of
        the  financial  statements.  Actual  results  could  differ  from  these
        estimates. The significant statutory accounting policies are as follows:

              REVENUES AND EXPENSES

              Life  premiums are  reflected as earned on the policy  anniversary
              date. Annuity considerations are reported as income when received.
              Accident and health  premiums are reported as revenue when due and
              earned on a pro rata basis over the period  covered by the policy.
              Deferred  life  premiums  represent  modal  premiums  (other  than
              annual) to be billed in the year subsequent to the commencement of
              the policy year.  Uncollected premiums represent premiums due less
              accident  and  health  premiums  over 90 days past due.  Expenses,
              including  acquisition costs related to acquiring new business and
              interest credited to policyholder account balances, are charged to
              operations as incurred. Investment income is recognized as earned.

              POLICY RESERVES

              The  liability  for  future  life  policy  benefits  is  based  on
              statutory    mortality   and   interest    requirements    without
              consideration  of withdrawals.  The mortality  table, and interest
              assumptions, currently utilized is the 1980 Commissioners Standard
              Ordinary (CSO) table,  with interest rates ranging from 4.5% to 6%
              for ordinary  business,  and from 5.5% to 6% for credit  business.
              For new  business,  the interest  assumptions  are 5.5% for credit
              business,  and from  4.5% to 5.25%  for  ordinary  business.  Life
              reserves  are  generally  calculated  on  either  the net level or
              Commissioners Reserve Valuation Method (CRVM) basis.

              For deferred annuities, reserves are computed on the Commissioners
              Annuity  Reserve   Valuation  Method  (CARVM)  using   appropriate
              issue-year interest rates ranging from 5.0% to 6.5%.

              The Company  provides a liability for accident and health policies
              which  represents  an  estimate  of the  ultimate  costs of unpaid
              claims  incurred  through  December  31 of each  year.  Management
              believes  this  liability  will be  adequate  to cover such costs;
              however,  the  ultimate  liability  may be more or less  than  the
              estimated liability.

                                       7
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


              INVESTMENTS

              Bonds and short-term investments,  which consist primarily of U.S.
              Treasury, corporate, and mortgage-backed securities, are valued as
              prescribed by the National Association of Insurance  Commissioners
              (NAIC) and are generally  carried at amortized cost as the Company
              has the  ability  and  intent  to hold  such  items  to  maturity.
              Mortgage  loans are stated at the  unpaid  principal  balance  and
              represent  first liens on  residential  properties  located in the
              United States.

              Life  insurance  companies  are  required  to  establish  an Asset
              Valuation Reserve (AVR) and an Interest Maintenance Reserve (IMR).
              The AVR provides for a standardized statutory investment valuation
              reserve  for  bonds,  preferred  stocks,  short-term  investments,
              mortgage  loans,  common stocks,  real estate,  and other invested
              assets and is recorded as a direct charge to surplus in accordance
              with statutory accounting principles. The IMR is designed to defer
              net realized  capital gains and losses  resulting  from changes in
              the level of  interest  rates in the market and to  amortize  them
              into income over the  remaining  life of the bond or mortgage loan
              sold.  The IMR represents  the  unamortized  portion not yet taken
              into income.

              CAPITAL GAINS AND LOSSES

              The  cost of  investments  sold  is  generally  determined  on the
              first-in, first-out method and includes the effects of any related
              amortization  of  premium  or  accretion  of  discount.   Realized
              investment  gains and losses are  reported  net of income taxes of
              $454,191,  $805,989, and $187,646 for the years ended December 31,
              1998,  1997,  and  1996,  respectively,  and are  included  in the
              determination  of net income.  Realized  investment gains in 1998,
              1997,   and   1996  of   $843,497,   $1,496,838,   and   $348,486,
              respectively,  were  excluded from net income by a transfer to the
              IMR, net of federal income taxes.

              SEPARATE ACCOUNT ASSETS AND LIABILITIES

              The assets  and  liabilities  of the  separate  account  represent
              segregated  funds  administered  and  invested  by the Company for
              purposes of funding variable  annuity  contracts for the exclusive
              benefit of variable annuity contractholders.  The Company receives
              administrative fees from the separate accounts and retains varying
              amounts of  withdrawal  charges to cover  expenses in the event of
              early  withdrawals  by  contractholders.  The  amount of the asset
              balance  in  excess  of   liabilities   included   within  surplus
              represents  policy  surrender  charges  which are  permitted to be
              recorded to surplus  under  statutory  accounting  practices.  The
              assets and  liabilities  of the  separate  accounts are carried at
              fair value.

                                       8
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


              NONADMITTED ASSETS

              Assets  included in the statutory  statements of admitted  assets,
              liabilities,  and  capital  and  surplus  are at  "admitted  asset
              values." Nonadmitted assets,  principally capitalized expenditures
              for furniture and  equipment,  are excluded from the  accompanying
              statutory financial statements through a charge against unassigned
              surplus.

              FEDERAL INCOME TAXES

              Federal  income  taxes are charged to  operations  based on income
              that is  currently  taxable.  No charge to  operations  is made or
              liability established for the tax effects of temporary differences
              between  the  financial  reporting  and tax  basis of  assets  and
              liabilities.

              FAIR MARKET DISCLOSURES

              Fair value  estimates are made at a specific point in time,  based
              on relevant market information and information about the financial
              instrument. These estimates do not reflect any premium or discount
              that could result from offering for sale at one time the Company's
              entire  holdings of a particular  financial  instrument.  Although
              fair  value  estimates  are  calculated  using   assumptions  that
              management believes are appropriate,  changes in assumptions could
              significantly  affect the estimates and such  estimates  should be
              used with care. The following methods and assumptions were used to
              estimate  the  fair  market  value  of  each  class  of  financial
              instrument for which it was practicable to estimate fair value:

                    INVESTMENT SECURITIES

                    Fixed  maturities are based on market prices obtained from a
                    pricing service which approximates fair value.

                    MORTGAGE LOANS

                    First  mortgages  on real  estate are  carried at the unpaid
                    principal balance. As discussed in note 3, the Company bears
                    no credit risk as all mortgage  loans were  purchased,  with
                    recourse, from an affiliate.  The carrying value of mortgage
                    loans approximates fair value.

                    POLICYHOLDER ACCOUNT BALANCES

                    The liability for  policyholder  account balances is related
                    to  investment-type  annuity  contracts for which  crediting
                    rates are subject to adjustment annually,  based on interest
                    rates  currently  being offered for similar  contracts  with
                    maturities consistent with those remaining for the contracts
                    being valued.  The carrying value approximates fair value at
                    December 31, 1998 and 1997.

                    CASH AND SHORT-TERM INVESTMENTS

                    The carrying amount is a reasonable estimate of fair value.

                                       9
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


              CASH AND CASH EQUIVALENTS

              For purposes of reporting  cash flows,  cash and cash  equivalents
              represent   demand   deposits   and   highly   liquid   short-term
              investments,  which include discount notes,  commercial paper, and
              repurchase  agreements with original or remaining maturities of 90
              days or less when purchased.

              RECLASSIFICATIONS

              Certain  reclassifications  have  been  made to the  1997 and 1996
              information to conform with the 1998 presentation.

  (2)   REINSURANCE

        Insurance is assumed from other companies in areas where the Company had
        or has limited authority to write business. Normally, a commission based
        on net written premiums is charged by the ceding company under the terms
        of the agreement.

        Effective  August  1,  1998,  the  Company  entered  into an  assumption
        reinsurance  agreement to cede its  obligation for certain term life and
        accident and health policies to unaffiliated third parties.  The Company
        recorded a pre-tax gain of $775,806 on the transaction and included this
        amount in other income in the annual statement filed with regulators.

        Effective  January 1,  1998,  the  Company  entered  into an  assumption
        reinsurance  agreement to cede its obligation  for certain  accident and
        health policies to unaffiliated  third parties.  The Company  recorded a
        pre-tax gain of $56,547 on the  transaction  and included this amount in
        other income in the annual statement filed with regulators.

        Effective   January  1,  1998,  the  Company  entered  into  reinsurance
        agreements to cede its obligation for certain term life and accident and
        health policies to an  unaffiliated  third party.  The Company  recorded
        $2,100,000 in ceding fees included in commissions and expense allowances
        on reinsurance  ceded on the  statements of operations  and  transferred
        $885,657  in  policy  liabilities  to  the  reinsurer  related  to  this
        transaction.

                                       10
<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996



        The effect of  reinsurance  on premiums for the years ended December 31,
1998, 1997, and 1996 is as follows:

<TABLE>
<CAPTION>
                                                          1998           1997          1996
                                                      -------------  ------------- -------------
<S>                                                   <C>              <C>           <C>        
 Direct premiums and annuity considerations:
     Annuities                                        $ 290,839,483    242,832,491   103,090,552
     Life                                                 3,552,617      4,568,893     5,462,261
     Accident and health                                  1,537,721      2,337,584     3,265,575
     Supplementary contracts without
        life contingencies                                   93,131         60,000         5,000
     Premiums assumed - life                                252,752        274,757       303,348
     Premiums assumed - accident and health                 728,139        932,678     1,017,638
     Premiums ceded - life                               (1,540,160)      (440,414)     (463,045)
       Premiums ceded-accident and health                (2,153,336)            --            --
                                                      -------------  ------------- -------------

         Net premiums earned                          $ 293,310,347    250,565,989   112,681,329
                                                      =============  ============= =============
</TABLE>

        Reserve  credits  taken with  respect to risks ceded to other  companies
        amounted  to  $2,480,850  and  $58,769 at  December  31,  1998 and 1997,
        respectively.  The Company remains  contingently  liable with respect to
        any  reinsurance  ceded and would become actually liable if the assuming
        company was unable to meet its obligations under the reinsurance treaty.

  (3)   INVESTMENTS

        Major  categories of net investment  income for the years ended December
        31, 1998, 1997, and 1996 consist of the following:

<TABLE>
<CAPTION>
                                               1998                  1997               1996
                                          ---------------       -------------      --------------
<S>                                       <C>                      <C>                 <C>       
        Bonds                             $    23,872,163          20,469,123          16,021,209
        Mortgage loans                             91,059             116,139             125,802
        Short-term investments                  1,371,008             861,812             748,574
        Other                                      20,774              63,433               6,167
                                          ---------------       -------------      --------------

              Total investment revenue         25,355,004          21,510,507          16,901,752
        Investment expense                        415,984             737,565             637,870
                                          ---------------       -------------      --------------

              Net investment income       $    24,939,020          20,772,942          16,263,882
                                          ===============       =============      ==============
</TABLE>

                                               11

<PAGE>

                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996




        Investments in bonds at December 31, 1998 and 1997 are summarized below.

<TABLE>
<CAPTION>
                                                                              1998
                                               --------------------------------------------------------------------
                                                                      GROSS             GROSS
                                                  CARRYING          UNREALIZED        UNREALIZED        ESTIMATED
                                                    VALUE             GAINS             LOSSES         FAIR VALUE
                                               ---------------     ------------      ------------    --------------
<S>                                                <C>                <C>                 <C>           <C>        
       Bonds:
          U.S. Treasury securities             $     1,317,973           41,973                --         1,359,946
          U.S. government agencies                 123,016,337        2,090,419           (28,909)      125,077,847
          Industrial and miscellaneous             255,298,556        6,476,935        (2,841,473)      258,934,018
                                               ---------------     ------------      ------------    --------------

               Total bonds                     $   379,632,866        8,609,327        (2,870,382)      385,371,811
                                               ===============     ============      ============    ==============

                                                                              1997
                                               --------------------------------------------------------------------
                                                                      GROSS             GROSS
                                                  CARRYING          UNREALIZED        UNREALIZED        ESTIMATED
                                                    VALUE             GAINS             LOSSES         FAIR VALUE
                                               ---------------     ------------      ------------    --------------
<S>                                                <C>                <C>                 <C>           <C>        
       Bonds:
          U.S. Treasury securities                   1,321,390            7,076                --         1,328,466
          U.S. government agencies                 120,344,843        1,068,886           (95,623)      121,318,106
          Industrial and miscellaneous             196,002,818        4,446,135          (375,073)      200,073,880
                                               ---------------     ------------      ------------    --------------

               Total bonds                     $   317,669,051        5,522,097          (470,696)      322,720,452
                                               ===============     ============      ============    ==============
</TABLE>

        The carrying and estimated fair values of bonds at December 31, 1998, by
        contractual  maturity,  are shown below.  Expected maturities may differ
        from contractual maturities because borrowers may have the right to call
        or prepay obligations with or without call or prepayment penalties.

<TABLE>
<CAPTION>
                                                                                      CARRYING         ESTIMATED
                                                                                        VALUE          FAIR VALUE
                                                                                     ------------    --------------
<S>                                                                                  <C>                    <C>    
        Within 1 year                                                                $    500,429           503,100
        After 1 year through 5 years                                                   49,048,587        49,426,463
        After 5 years through 10 years                                                 88,271,453        90,727,139
        After 10 years                                                                157,498,358        83,537,241
        Mortgage-backed and asset-backed securities                                    84,314,039       161,177,868
                                                                                     ------------    --------------
                                                                                     $379,632,866       385,371,811
                                                                                     ============    ==============
</TABLE>


        Proceeds  from  sale  of  bonds  during  1998,   1997,   and  1996  were
        $80,744,910, $154,306,338, and $27,331,526, respectively. Gross gains of
        $1,363,184,  $2,654,859,  and  $788,724  and gross  losses  of  $64,632,
        $417,396,  and $253,288 were realized on those sales in 1998,  1997, and
        1996, respectively.

                                       12

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


        Investments in mortgage  loans were  purchased  from Citicorp  Mortgage,
        Inc.  (CMI),  an affiliate of the Company,  pursuant to a Mortgage  Loan
        Purchase and Sale  Agreement.  In the event of default by the  borrower,
        CMI has agreed to take back the related loans at current book value.

  (4)   INVESTMENTS ON DEPOSIT

        At December  31,  1998 and 1997,  investments  with a carrying  value of
        $574,609 and $576,051, respectively, were on deposit with the Department
        of Insurance of the State of New York,  as required by law, and $500,429
        and $501,525, respectively, were on deposit in escrow accounts under the
        terms of certain of the Company's reinsurance agreements.

  (5)   FEDERAL INCOME TAXES

        The Company will file a consolidated  federal income tax return with its
        ultimate  parent,   Citicorp,   and  its  other  subsidiaries  prior  to
        Citicorp's  merger with Travelers  Group.  Subsequent to the merger with
        Travelers Group, the Company's federal income tax return is consolidated
        with its  Parent.  The  method  of  allocation  is  subject  to  written
        agreement  with the allocation  based upon taxable income  calculations.
        Intercompany tax balances payable are settled annually.

        Federal income tax expense on income from operations varies from amounts
        computed by applying the current  federal  corporate  income tax rate to
        income (loss) from operations  before federal income tax expense and net
        realized capital gains. The reasons for these  differences,  and the tax
        effects thereof, are as follows:

<TABLE>
<CAPTION>
                               1998                     1997                          1996
                       ----------------------  ------------------------     ------------------------
                         AMOUNT       PERCENT    AMOUNT        PERCENT        AMOUNT         PERCENT
                       -----------   --------  -----------    ---------     -----------     --------
<S>                    <C>              <C>    <C>                <C>       <C>                <C>   
Computed "expected"
  tax at U.S. cor-
  porate tax rate      $(1,300,395)     35.00% $  (315,833)       35.00%    $   970,660        35.00%
Difference between
  changes in
  statutory reserves
  as compared
  to tax reserves          120,767      (3.25)     133,000       (14.74)       (312,779)      (11.28)
Policy acquisition
  expenses capi-
  talized, net of
  amortization           1,103,469     (29.70)     995,623      (110.33)        296,372        10.69
Capital gains tax
  transferred to
  IMR                      454,191     (12.22)     805,989       (89.32)        187,646         6.77
Other, net                (841,127)     22.64      229,856       (25.47)         36,470         1.31
                       -----------   --------  -----------    ---------     -----------     --------

                       $  (463,095)     12.47% $ 1,848,635      (204.86)%   $ 1,178,369        42.49%
                       ===========   ========  ===========    =========     ===========     ========
</TABLE>

                                                 13

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


  (6)   RELATED-PARTY TRANSACTIONS

        The Company has entered into various service  agreements with the Parent
        and other affiliates which cover management, investment, and information
        processing  services.  Expenses  incurred  under  such  agreements  were
        $5,432,438,   $3,462,644,  and  $3,059,830  in  1998,  1997,  and  1996,
        respectively.

        The  Company  occupies  certain   facilities  which  are  leased  by  an
        affiliate.  The Company is  allocated a portion of the lease  expense by
        the affiliate.  Allocated rent expense totaled $341,222,  $260,401,  and
        $251,232 in 1998, 1997, and 1996, respectively.

        The Company utilizes the services of Citicorp Insurance  Services,  Inc.
        and CMI.  Employees of these  companies are eligible to  participate  in
        defined  benefit plans provided by Citicorp.  Charges for these services
        are based on the actual salary and benefit costs of employees  providing
        service to the Company.  Included in these charges are costs  associated
        with Citicorp's benefit plans.

  (7)   DIVIDEND RESTRICTIONS

        A New York  domestic  life  insurance  company  shall not  distribute  a
        dividend to its  stockholders  unless a notice of its  intention and the
        amount thereof has been filed with the  Superintendent  of Insurance not
        less than 30 days in advance of such  declaration.  The  Company did not
        pay a dividend in 1998, 1997, or 1996.

  (8)   RISK-BASED CAPITAL

        The insurance  departments  of various  states,  including the Company's
        domiciliary  state  of  New  York,   impose  risk-based   capital  (RBC)
        requirements on insurance  enterprises.  The RBC calculation serves as a
        benchmark  for the  regulation  of life  insurance  companies  by  state
        insurance regulators. The requirements apply various weighted factors to
        financial balances or activity levels based on their perceived degree of
        risk.

        The RBC guidelines  define  specific  capital levels where action by the
        Company or regulatory  intervention  is required based on the ratio of a
        Company's  actual total adjusted capital (sum of capital and surplus and
        asset  valuation  reserve)  to  control  levels  determined  by the  RBC
        formula.  At December 31, 1998,  the Company's  total  adjusted  capital
        exceeded all regulatory  requirements,  thus no action by the Company or
        its regulators is required.

  (9)   CONTINGENCIES

        The Company is involved in various  litigation  arising in the  ordinary
        course of  operations.  Management  is of the opinion,  after  reviewing
        these matters with legal counsel,  that the ultimate liability,  if any,
        resulting from any or all of the above matters would not have a material
        adverse effect on the Company's financial position.

                                       14

<PAGE>


                      FIRST CITICORP LIFE INSURANCE COMPANY

                     Notes to Statutory Financial Statements

                        December 31, 1998, 1997, and 1996


 (10)   DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING
           PRINCIPLES AND STATUTORY ACCOUNTING PRACTICES

        Statutory  accounting  practices  differ in some respects from generally
        accepted  accounting  principles.  Under generally  accepted  accounting
        principles (GAAP), the following applies:

        (a)   The  liability for future  policy  benefits is computed  using the
              rule-of-78s and pro rata methods.

        (b)   Life   premiums  are   reflected  as  earned  when  due.   Annuity
              considerations  and other fund  deposits are reflected as deposits
              rather than revenue.

        (c)   Acquisition costs are capitalized and amortized generally over the
              premium paying period for individual life contracts in relation to
              the estimated  present  value of gross  profits of the  underlying
              business for interest-sensitive life and investment contracts.

        (d)   Deferred  income  taxes  are  provided  for  the  tax  effects  of
              temporary  differences  between the  financial  reporting  and tax
              bases of assets and liabilities.

        (e)   Nonadmitted  assets,  less  applicable  allowance  accounts,   are
              restored to the financial statements.

        (f)   Asset  valuation  and  interest   maintenance   reserves  are  not
              provided.

        (g)   Realized  investment  gains  (losses)  resulting  from  changes in
              interest rates are recognized when the related security is sold.

        (h)   Debt securities are classified into one of three categories:  held
              to  maturity,  trading,  or available  for sale.  Held-to-maturity
              securities are carried at amortized cost.  Trading  securities are
              reported at fair value with  unrealized  gains and losses included
              in earnings.  Available-for-sale  securities  are reported at fair
              value with unrealized  gains and losses excluded from earnings and
              reported as a separate  component of stockholders'  equity, net of
              tax.

        (i)   Reinsurance premiums,  commissions,  expense  reimbursements,  and
              reserves would be presented on a gross basis consistent with terms
              of the reinsurance contracts.

              The statutory financial  statements do not include any adjustments
              that might result from differences  between  statutory  accounting
              practices and GAAP.

                                       15
<PAGE>


                                                                        SCHEDULE

                      FIRST CITICORP LIFE INSURANCE COMPANY

            Schedule of Selected Financial Data from Annual Statement

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
<S>                                                                      <C>        
Investment income earned:
    Government bonds                                                     $ 1,418,134
    Other bonds (unaffiliated)                                            22,454,029
Bonds of affiliates                                                               --
Preferred stocks (unaffiliated)                                                   --
Preferred stocks of affiliates                                                    --
Common stocks (unaffiliated)                                                      --
Common stocks of affiliates                                                       --
Mortgages loans                                                               91,059
Real estate                                                                       --
Premium notes, policy loans, and liens                                            --
Collateral loans                                                                  --
Cash on hand and on deposit                                                       --
Short-term investments                                                     1,371,008
Other invested assets                                                             --
Derivative instruments                                                            --
Aggregate write-in for investment income                                      20,774
                                                                         -----------

            Gross investment income                                      $25,355,004
                                                                         ===========

Real estate owned - book value less encumbrances                         $        --
                                                                         ===========

Mortgage loans - book value:
    Farm mortgages                                                       $        --
    Residential mortgages                                                    604,606
    Commercial mortgages                                                          --
                                                                         -----------

            Total mortgage loans                                         $   604,606
                                                                         ===========

Mortgage loans by standing - book value:
    Good standing                                                        $   604,606
    Good standing with restructured terms                                         --
    Interest overdue more than three months,
      -not in foreclosure                                                         --
    Foreclosure in process                                                        --
Other long-term assets - statement value                                          --
Collateral loans                                                                  --
Bonds and stocks of parents, subsidiaries and affiliates - book value:
      Bonds                                                                       --
      Preferred stocks                                                            --
      Common stocks                                                               --
                                                                         ===========

                                                                          (Continued)

                                       16
</TABLE>

<PAGE>


                                                                        SCHEDULE

                      FIRST CITICORP LIFE INSURANCE COMPANY

      Schedule of Selected Financial Data from Annual Statement, Continued

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
<S>                                                                                <C>         
Bonds and  short-term  investments  by class and  maturity:  Bonds by maturity -
    statement value:
      Due within one year or less                                                  $ 82,868,359
      Over 1 year through 5 years                                                   127,923,071
      Over 5 years through 10 years                                                 127,153,282
      Over 10 years through 20 years                                                 40,687,996
      Over 20 years                                                                  30,615,783
                                                                                   ------------

            Total by maturity                                                      $409,248,491
                                                                                   ============

Bonds by class - statement value:
    Class 1                                                                        $278,670,448
    Class 2                                                                         100,962,418
    Class 3                                                                                  --
    Class 4                                                                                  --
    Class 5                                                                                  --
    Class 6                                                                                  --
                                                                                   ------------

            Total by class                                                          379,632,866
            Total bonds publicly traded                                             344,962,896
                                                                                   ------------

            Total bonds privately placed                                           $ 34,669,970
                                                                                   ============

Preferred stocks - statement value                                                 $         --
Common stocks - market value                                                                 --
Short-term investments - book value                                                  29,615,624
Financial options owned - statement value                                                    --
Financial options written and in force - statement value                                     --
Financial futures contracts open - current price                                             --
Cash on deposit                                                                       1,714,654
Life insurance in force (in thousands):
    Industrial                                                                               --
    Ordinary                                                                                 --
    Credit life                                                                         316,189
    Group life                                                                               --
Amount of accidental death insurance in force under
    ordinary policies                                                                        --
Life insurance policies with disability provisions in force:
    Industrial                                                                               --
    Ordinary                                                                                 --
    Credit Life                                                                              --
    Group Life                                                                               --
                                                                                   ============

                                                                                     (Continued)

                                       17
</TABLE>

<PAGE>


                                                                        SCHEDULE

                      FIRST CITICORP LIFE INSURANCE COMPANY

      Schedule of Selected Financial Data from Annual Statement, Continued

                          Year ended December 31, 1998


<TABLE>
<CAPTION>
<S>                                                                                <C>         
Supplementary contracts in force:
  Ordinary - not involving life contingencies:
      Amount on deposit                                                            $    730,645
      Income payable                                                                         10
      Ordinary - involving life contingencies - income
        payable                                                                              --
    Group - not involving life contingencies:
      Amount of deposit                                                                      --
      Income payable                                                                         --
    Group - involving life contingencies - income payable                                    --
Annuities:
    Ordinary:
      Immediate - amount of income payable                                               19,963
      Deferred - fully paid account balance                                         788,455,178
      Deferred - not fully paid account balance                                              --
    Group:
      Immediate - amount of income payable                                                   --
      Fully paid account balance                                                             --
      Not fully paid account balance                                                         --
Accident and health insurance - premium in force:
    Ordinary                                                                                 --
    Group                                                                                    --
    Credit                                                                                   --
Deposit funds and dividend accumulations:
    Deposit funds account balance                                                            --
    Dividend accumulations account balance                                                   --
Claim payments 1998:
    Group accident and health year ended
      December 31:
        1998                                                                            536,522
        1997                                                                            337,740
        1996                                                                             44,461
        1995                                                                             10,079
    Other accident and health:
        1998                                                                                 --
        1997                                                                                 --
        1996                                                                                 --
        1995                                                                                 --
    Other coverages that use developmental methods 
      to calculate claims reserves:
        1998                                                                             83,814
        1997                                                                             20,077
        1996                                                                                865
        1995                                                                                 --
                                                                                   ============

See accompanying independent auditors' report.
</TABLE>


                                               18
<PAGE>


                                     PART C

                                OTHER INFORMATION

<PAGE>

                                     PART C

                                OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements

         All required financial statements are included in Part B.

(b)      Exhibits

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

         (2)      Not Applicable.

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

         (4)      (a)      Contract Form.*

                  (b)      Individual Retirement Annuity Endorsement.*

                  (c)      403(b) Tax Sheltered Annuity Endorsement.*

                  (d)      Annuity Contract Endorsement: Amendment of Annuity 
                           Income Option Tables.*

                  (e)      Variable Annuity Endorsement: Amendment of
                           Contract Provisions.****

                  (f)      Roth Individual Retirement Annuity Endorsement.****

         (5)      Contract Application.**

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

                  (b)      By-Laws of the Company.*

         (7)      None.

         (8)      (a)      Participation Agreement Among Variable Insurance
                           Products Fund, Fidelity Distributors Corporation and
                           First Citicorp Life Insurance Company*

                  (b)      Participation Agreement Among Variable Insurance
                           Products Fund II, Fidelity Distributors Corporation
                           and First Citicorp Life Insurance Company.**


<PAGE>


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

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

                  (e)      Participation Agreement Among CitiFunds and First
                           Citicorp Life Insurance Company.**

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

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

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

         (10)     (a)      Consent of Sutherland, Asbill & Brennan LLP.

                  (b)      Consent of KPMG LLP.

         (11)     Not Applicable.

         (12)     None.

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

         (14) Not Applicable

                                                                        
*Incorporated herein by reference to the registrant's Post-Effective Amendment
No. 2 to the Registration Statement filed with the Securities and Exchange
Commission via EDGARLINK on April 29, 1996(File 33-83354)

**Incorporated herein by reference to the registrant's Post-Effective Amendment
No. 3 to the Registration Statement filed with the Securities and Exchange
Commission via EDGARLINK on November 8, 1996 (File 33-83354).

***Incorporated herein by reference to the registrant's Post-Effective Amendment
No. 5 to the Registration Statement filed with the Securities and Exchange
Commission via EDGARLINK on April 29, 1997 (File 33-83354).

****Incorporated herein by reference to the registrant's Post-Effective
Amendment No. 7 to the Registration Statement filed with the Securities and
Exchange Commission via EDGARLINK on April 27, 1998 (File 33-83354).



<PAGE>




Item 25. DIRECTORS AND OFFICERS OF THE COMPANY.

                                   DIRECTORS**
         Jack S. Berger                              Alan Liebowitz
         Frederick W. Bradley, Jr.*                  Charles H. Masland, IV
         Elizabeth C. Craig                          Frederic W. Thomas, Jr.*
         Carl W. Desch*                              John M. Walbridge*
         Daniel F. Forcade                           Larry D. Williams

         * Outside Director

                                   OFFICERS**

         Daniel F. Forcade          President and Chief Operating
                                    Officer

         Marc J. Fink               Senior Vice President

         Charles H. Masland, IV     Senior Vice President

         Catherine S. Mulholland    Senior Vice President and
                                    General Counsel

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

         Larry D. Williams          Senior Vice President

         Mark C. Lovejoy            Vice President and
                                    Chief Underwriter

         Eric S. Miller             Vice President

         Kenneth E. Nelson          Vice President

         Walter C. Smith            Vice President and Treasurer

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

**  666 Fifth Avenue, 3rd Floor, New York, New York 10103.



<PAGE>



ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
REGISTRANT

                                                          ORGANIZATION CHART

                                                    +------------------------+
                                                    |        CITIGROUP       |
                                                    | (Delaware Corporation) |
                                                    +------------------------+
                                                                |       100%
                                                                |
                                                    +------------------------+
                                                    | CITICORP HOLDINGS, INC.|
                                                    | (Delaware Corporation) |
                                                    +------------------------+
                                                                |       100%
                                                                |
                                                    +------------------------+
                                                    |    CITIBANK DELAWARE   |
                                                    |  (Delaware Corporation)|
                                                    +------------------------+
                                                                    |
                   +--------------------------------+
                   | 100%
       +-----------------------+
       |     CITICORP LIFE     |
       |   INSURANCE COMPANY   |
       | (Arizona Corporation) |
       +-----------------------+
           +--------------------------------------+
           | 100%                                 | 100%
+-----------------------+           +--------------------------+
|  FIRST CITICORP LIFE  |           |   CITICORP ASSURANCE     |
|       INSURANCE       |           |          CO              |
|       COMPANY         |           |  (Delaware Corporation)  |
| (New York Corporation)|           +--------------------------+
+-----------------------+


<PAGE>



ITEM 27. NUMBER OF CONTRACT OWNERS

         As of December 31, 1998, there were 9,077 contract owners.

ITEM 28. INDEMNIFICATION

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

         (a) The Corporation shall indemnify any person made a party to an
         action or proceeding by or in the right of the Corporation to procure a
         judgment in its favor, by reason of the fact that he, his testator or
         intestate, is or was a director or officer or employee of the
         Corporation against the reasonable expenses, including attorneys' fees,
         actually and necessarily incurred by him in connection with the defense
         of such action or proceeding, or in connection with an appeal therein,
         except in relation to matters as to which such person is adjudged to
         have breached his duty to the Corporation; and

         (b) The Corporation shall indemnify any person made, or threatened to
         be made a party to an action or proceeding other than one by or in the
         right of the Corporation to procure a judgement in its favor, whether
         civil or criminal, including an action by or in the right of any other
         corporation of any type or kind domestic or foreign, which any director
         or officer or employee of the Corporation served in any capacity at the
         request of the Corporation, by reason of the fact that he, his testator
         or intestate, was a director or officer or employee of the Corporation,
         or served such other corporation in any capacity, against judgments,
         fines, amounts paid in settlement and reasonable expenses, including
         attorneys' fees, actually and necessarily incurred as a result of such
         action or proceeding, or any appeal therein, if such person acted in
         good faith, for a purpose which he reasonably believed to be in the
         best interests of the Corporation and, in criminal actions, or
         proceedings, in addition, had no reasonable cause to believe that his
         conduct was unlawful.

         Insofar as indemnification for liability arising under the Securities
         Act of 1933 may be permitted to directors, offi-cers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore,
         unenforce-able. In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or proceeding)
         is asserted by


<PAGE>


          such director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the question
          whether such indemni-fication by it is against public policy as
          expressed in the Act and will be governed by the final adjudication of
          such issue.

ITEM 29. PRINCIPAL UNDERWRITER

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

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

         (c)      Not applicable.

ITEM 30. LOCATION BOOKS AND RECORDS

         All of the accounts, books, records or other documents required to be
         kept by Section 31(a) of the Investment Company Act of 1940 and rules
         thereunder, are maintained by the Company at 666 Fifth Avenue, New
         York, New York.

ITEM 31. MANAGEMENT SERVICES

                  Not applicable.


<PAGE>


ITEM 32. UNDERTAKINGS AND REPRESENTATIONS

         (a)      The registrant undertakes that it will file a post- effective
                  amendment to this registration statement as frequently as is
                  necessary to ensure that the audited financial statements in
                  the registration statement are never more than 16 months old
                  for as long as purchase payments under the contracts offered
                  herein are being accepted.

         (b)      The registrant undertakes that it will include either (1) as
                  part of any application to purchase a contract offered by the
                  prospectus, a space that an applicant can check to request a
                  statement of additional information, or (2) a post card or
                  similar written communication affixed to or included in the
                  prospectus that the applicant can remove and send to the
                  Company for a statement of additional information.

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

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

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


<PAGE>


                  As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that this amendment to the
Registration Statement meets the requirements for effectiveness pursuant to
paragraph (b) of Rule 485 and has caused this Amendment to the Registration
Statement to be signed on its behalf, in the City of New York, and the State of
New York, on this 19TH day of APRIL, 1999.


                                        FIRST CITICORP LIFE VARIABLE ANNUITY
                                                  SEPARATE ACCOUNT
                                                    (Registrant)



Attest:/s/CATHERINE S. MULHOLLAND           By:/s/LARRY D. WILLIAMS
                                               ---------------------------------
                                               Senior Vice President of First
                                               Citicorp Life Insurance Company

                    BY: FIRST CITICORP LIFE INSURANCE COMPANY
                                   (Depositor)


Attest:/s/CATHERINE S. MULHOLLAND           By:/s/LARRY D. WILLIAMS
                                               ---------------------------------
                                               Senior Vice President

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

         SIGNATURE                               TITLE               DATE
         --------                                ----                ----
/s/DANIEL F. FORCADE                       DIRECTOR, PRESIDENT,   April 19, 1999
- -----------------------------------------  --------------------
                                             (COO)

/s/LARRY D. WILLIAMS                       DIRECTOR, SVP          April 19, 1999
- -----------------------------------------  --------------------

/s/CHARLES H. MASLAND, IV                  DIRECTOR, SVP          April 19, 1999
- -----------------------------------------  --------------------

/s/WALTER C. SMITH, JR.                    TREASURER, VP          April 19, 1999
- -----------------------------------------  --------------------



<PAGE>



                  As required by the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that this amendment to the
Registration Statement meets the requirements for effectiveness pursuant to
paragraph (b) of Rule 485 and has caused this Amendment to the Registration
Statement to be signed on its behalf, in the City of New York, and the State of
New York, on this 19TH day of APRIL, 1999.


                                          FIRST CITICORP LIFE VARIABLE ANNUITY
                                                    SEPARATE ACCOUNT
                                                     (Registrant)



Attest:/s/CATHERINE S. MULHOLLAND         By:/s/LARRY D. WILLIAMS
                                             -----------------------------------
                                             Senior Vice President of First
                                             Citicorp Life Insurance Company


                    BY: FIRST CITICORP LIFE INSURANCE COMPANY
                                   (Depositor)


Attest:/s/CATHERINE S. MULHOLLAND         By:/s/LARRY D. WILLIAMS               
                                             -----------------------------------
                                             Senior Vice President

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

         SIGNATURE                               TITLE                 DATE
         ---------                               -----                 ----
/s/ALAN F. LIEBOWITZ                    DIRECTOR                  April 19, 1999
- ----------------------------------      ----------------------
/s/ELIZABETH C. CRAIG                   DIRECTOR                  April 19, 1999
- ----------------------------------      ----------------------
/s/JACK S. BERGER                       DIRECTOR                  April 19, 1999
- ----------------------------------      -----------------------


<PAGE>





                                  EXHIBIT INDEX

9.       Opinion and Consent of Catherine S. Mulholland.

10(a).   Consent of Sutherland Asbill & Brennan LLP.

10(b).   Consent of KPMG LLP.






<PAGE>






                                    EXHIBIT 9




<PAGE>








FIRST CITICORP LIFE INSURANCE COMPANY LETTERHEAD






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

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

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

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

I hereby  consent to the filing of this opinion as an exhibit to  Post-Effective
Amendment No. 8 to the Form N-4 Registration Statement.

                                    First Citicorp Life Insurance Company

                                     /s/CATHERINE S. MULHOLLAND
                                     -------------------------------------------
                                        Catherine S. Mulholland

                                        Sr. Vice President, General Counsel

                                                APRIL 22, 1999
                                                    (Date)



<PAGE>



FIRST CITICORP LIFE INSURANCE COMPANY LETTERHEAD




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


                                 First Citicorp Life Insurance Company


                                            /s/CATHERINE S. MULHOLLAND 
                                            ------------------------------------
                                               Catherine S. Mulholland

                                            Sr. Vice President, General Counsel

                                                      APRIL 22, 1999
                                                   --------------------
                                                          (Date)



<PAGE>






                                  EXHIBIT 10(a)




<PAGE>




                   SUTHERLAND ASBILL & BRENNAN LLP LETTERHEAD

                STEPHEN E. ROTH
           DIRECT LINE: (202) 383-0158
           Internet: [email protected]


                                 April 23, 1999


VIA EDGARLINK
- -------------
Board of Directors
First Citicorp Life Insurance Company
666 Fifth Avenue, 3rd Floor
New York, NY 10103

Ladies and Gentlemen:

         We hereby consent to the reference to our name under the caption "Legal
Matters" in the Statement of Additional Information filed as part of
Post-Effective Amendment No. 8 to the registration statement on Form N-4 for
First Citicorp Life Variable Annuity Separate Account (File No. 33-83354). In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.


                                                 Very truly yours,


                                            SUTHERLAND, ASBILL & BRENNAN LLP





                                               By:/s/ STEPHEN E. ROTH
                                                  ------------------------------
                                                      Stephen E. Roth




<PAGE>





                                  EXHIBIT 10(b)




<PAGE>



















                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
First Citicorp Life Insurance Company:

We consent to the use of our reports included herein and to the reference of our
firm under the headings "Experts" and "Financial Statements" in the Statement of
Additional Information filed as part of Post Effective Amendment No. 8 to the
registration statement on Form N-4 for First Citicorp Life Variable Annuity
Separate Account (File No. 33-83354).

Our report dated April 9, 1999, covering the financial statements of First
Citicorp Life Insurance Company, contains an explanatory paragraph which states
that the financial statements are presented in conformity with accounting
practices prescribed or permitted by the State of New York Department of
Insurance. These practices differ in some respects from generally accepted
accounting principles. The financial statements do not include any adjustments
that might result from the differences.


                                                                    /s/KPMG LLP




Chicago, Illinois
April 16, 1999








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