ALLMERICA SELECT SEP ACCT II OF ALLMERICA FIN LIFE INS CO
485BPOS, 1996-04-26
Previous: MCKESSON CORP, S-8, 1996-04-26
Next: PRUDENTIAL DIVERSIFIED BOND FUND INC, 485BPOS, 1996-04-26



<PAGE>

                                                      Registration No. 33- 83604

                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                     FORM S-6

                FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933 OF
              SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED ON FORM
                                      N-8B-2

                          POST-EFFECTIVE AMENDMENT NO.2

   

        ALLMERICA SELECT SEPARATE ACCOUNT II OF ALLMERICA FINANCIAL LIFE
                          INSURANCE AND ANNUITY COMPANY
                            (Exact Name of Registrant)

            ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                              440 Lincoln Street
                              Worcester MA 01653
                    (Address of Principal Executive Office)

                           Abigail M. Armstrong, Esq.
                              440 Lincoln Street
                              Worcester MA 01653
              (Name and Address of Agent for Service of Process)

    

   

It is proposed that this filing will become effective:

          Immediately upon filing pursuant to Paragraph (b)
     ----
      X   On April 30, 1996 pursuant to Paragraph (b)
     ----
          60 days after filing pursuant to Paragraph (a)(1)
     ----
          On (date) pursuant to Paragraph (a)(1)
     ----
          On (date) pursuant to Paragraph (a)(2) of Rule 485.
     ----

    

   

     The registrant has elected to register an indefinite number of its 
securities under the Securities Act of 1933 pursant to Rule 24f-2 under the 
Investment Company Act of 1940.  A Rule 24f-2 notice for registrant's last 
fiscal year was filed February 29, 1996.

    


<PAGE>

                            RECONCILIATION AND TIE BETWEEN ITEMS
                             IN FORM N-8b-2 AND THE PROSPECTUS

   

<TABLE>
<CAPTION>

Item No. of
Form N-8B-82                                              Caption in Prospectus
<S>                                                       <C>
1. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Cover Page
2. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Cover Page
3. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
4. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Distribution
5. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial; The Variable Account
6. . . . . . . . . . . . . . . . . . . . . . . . . . . .    The Variable Account
7. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
8. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
9. . . . . . . . . . . . . . . . . . . . . . . . . . . .    Legal Proceedings
10 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Description of the Company, The Variable
                                                            Account, the Trust, VIP and T. Rowe Price;  The
                                                            Policy; Policy Termination and Reinstatement;
                                                            Other Policy Provisions
11 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; The Trust; VIP;  T. Rowe Price;
                                                            Investment Objectives and Policies
12 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; The Trust; VIP;  T. Rowe Price   
13 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; The Trust; VIP;  T. Rowe Price;
                                                            Investment Advisory Services to the Trust;
                                                            Investment Advisory Services to VIP; Investment
                                                            Advisory Services to T. Rowe Price;  Charges and
                                                            Deductions
14 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Application for a Policy
15 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Application for a Policy; 
                                                            Payments; Allocation of Net Payments
16 . . . . . . . . . . . . . . . . . . . . . . . . . . .    The Variable Account; The Trust; VIP;  T. Rowe
                                                            Price ; Payments; Allocation of Net Payments
17 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Surrender; Partial Withdrawal; 
                                                            Charges and Deductions; Policy
                                                            Termination and Reinstatement
18 . . . . . . . . . . . . . . . . . . . . . . . . . . .    The Variable Account; The Trust; VIP; T. Rowe
                                                            Price; Payments 
19 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Reports; Voting Rights
20 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
21 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Policy Loans; Other Policy 
                                                            Provisions
22 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Other Policy Provisions
23 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Required
24 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Other Policy Provisions
25 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial
26 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
27 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial
28 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Directors and Principal Officers of the Company
29 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial
30 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
31 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
32 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
33 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
34 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
35 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Distribution
36 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
37 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
38 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Distribution
39 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Summary; Distribution
40 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
41 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial, Distribution
42 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
</TABLE>

    


<PAGE>

   

<TABLE>
<S>                                                       <C>
43 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
44 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Payments; Policy Value and Cash
                                                            Surrender Value
45 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
46 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Policy Value and Cash Surrender Value; 
                                                            Federal Tax Considerations
47 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Allmerica Financial
48 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
49 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
50 . . . . . . . . . . . . . . . . . . . . . . . . . . .    The Variable Account
51 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Cover Page; Summary; Charges and 
                                                            Deductions; The Policy; Policy Termination
                                                            and Reinstatement;  Other Policy Provisions
52 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Addition, Deletion or Substitution of 
                                                            Investments
53 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Federal Tax Considerations
54 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
55 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
56 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
57 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
58 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable
59 . . . . . . . . . . . . . . . . . . . . . . . . . . .    Not Applicable

</TABLE>

    


<PAGE>

          INDIVIDUAL FLEXIBLE PAYMENT VARIABLE LIFE INSURANCE POLICIES
                                  FUNDED THROUGH
                      ALLMERICA SELECT SEPARATE ACCOUNT II

   

Allmerica Select Separate Account II is a separate investment account of
Allmerica Financial Life Insurance and Annuity Company (formerly named SMA
Life). Allmerica Financial issues the individual flexible payment variable life
insurance policies described in this prospectus ("Policies").  The Policies
permit allocations to up to seven of the following funds of Allmerica Investment
Trust ("Trust"), Variable Insurance Products Fund ("VIP") and T. Rowe Price
International Series, Inc. ("T. Rowe Price"):

    

   

                        SELECT INTERNATIONAL EQUITY FUND
                  T. ROWE PRICE'S INTERNATIONAL STOCK PORTFOLIO
                          SELECT AGGRESSIVE GROWTH FUND
                        SELECT CAPITAL APPRECIATION FUND
                               SELECT GROWTH FUND
                           FIDELITY'S GROWTH PORTFOLIO
                          SELECT GROWTH AND INCOME FUND
                       FIDELITY'S EQUITY-INCOME PORTFOLIO
                        FIDELITY'S HIGH INCOME PORTFOLIO
                               SELECT INCOME FUND
                                MONEY MARKET FUND

    

   

T. Rowe Price's International Stock Portfolio is not available in all states. 
Policy owners may, within limits, choose the amount of initial payment and 
vary the frequency and amount of future payments.  The Policy allows partial 
withdrawals and full surrender of the Policy's surrender value, within limits.

    

The Policies are not suitable for short-term investment because of the 
substantial nature of the surrender charge.  If you think about surrendering 
the Policy, consider the lower deferred sales charges that apply during the 
first two years from the date of issue or an increase in face amount.

IT MAY NOT BE  ADVANTAGEOUS TO REPLACE EXISTING INSURANCE WITH THE POLICY. 
THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY  CURRENT PROSPECTUSES OF 
ALLMERICA INVESTMENT TRUST, VARIABLE INSURANCE PRODUCTS FUND AND T. ROWE 
PRICE INTERNATIONAL SERIES, INC.  FIDELITY'S HIGH INCOME PORTFOLIO INVESTS IN 
HIGHER YIELDING, HIGHER RISK, LOWER RATED DEBT SECURITIES (SEE "INVESTMENT 
OBJECTIVES AND POLICIES" IN THIS PROSPECTUS).  INVESTORS SHOULD RETAIN A COPY 
OF THIS PROSPECTUS FOR FUTURE REFERENCE.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES COMMISSIONS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES OR  PASSED ON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

   

THE POLICIES ARE OBLIGATIONS OF ALLMERICA FINANCIAL LIFE INSURANCE AND 
ANNUITY COMPANY AND ARE DISTRIBUTED BY ALLMERICA INVESTMENTS, INC., THE 
POLICIES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, 
ANY BANK OR CREDIT UNION.  THE POLICIES ARE NOT INSURED BY THE U.S. 
GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC), OR ANY OTHER 
FEDERAL AGENCY.  INVESTMENTS IN THE POLICIES ARE SUBJECT TO VARIOUS RISKS, 
INCLUDING THE FLUCTUATION OF VALUE AND POSSIBLE LOSS OF PRINCIPAL.

    

   

                              Dated April 30, 1996
                       Allmerica Financial Life Insurance and Annuity Company,
                       440 Lincoln Street
                       Worcester, Massachusetts 01653
                       1-800-366-1492

    


<PAGE>

The Policies offered by this prospectus are obligations of Allmerica 
Financial Life Insurance and Annuity Company  and are distributed by its 
affiliate, Allmerica Investments, Inc.  The Policies are NOT deposits or 
obligations of, or guaranteed or endorsed by, any bank or credit union.  The 
Policies are NOT insured by the U.S.Government, the Federal Deposit Insurance 
Corporation (FDIC), or any other federal agency.  Allocations to the 
Sub-Accounts are subject to various risks, including the fluctuation of value 
and possible loss of principal

                                     SUMMARY

WHAT IS THE POLICY'S OBJECTIVE?

The objective of the Policy is to give permanent life insurance protection and
help you build assets tax-deferred.  Features available through the Policy
include:

     -    A net death benefit that can protect your family

     -    Payment options that can guarantee an income for life

     -    A personalized investment portfolio

     -    Experienced professional investment advisers

     -    Tax deferral on earnings

While the Policy is in force, it will provide:

     -    Life insurance coverage on the Insured

     -    Policy value

     -    Surrender rights and partial withdrawal rights

     -    Loan privileges

     -    Optional insurance benefits available by rider

The Policy combines features and benefits of traditional life insurance with the
advantages of professional money management.  However, unlike the fixed benefits
of ordinary life insurance, the policy value and  the Adjustable Option death
benefit will increase or decrease depending on investment results. Unlike
traditional insurance policies, the Policy has no fixed schedule for payments. 
Within limits, you may make payments of any amount and frequency.  While you may
establish a schedule of payments ("planned payments"), the Policy will not
necessarily lapse if you fail to make planned payments.  Also, making planned
payments will not guarantee that the Policy will remain in force.

WHO ARE THE KEY PERSONS UNDER THE POLICY?

The Policy is a contract between you and us.  Each Policy has a policy owner
(you), an Insured (you or another individual you select) and a beneficiary.  As
policy owner, you make payments, choose investment allocations and select the
Insured and beneficiary.  The Insured is the person covered under the Policy. 
The beneficiary is the person who receives the net death benefit when the
Insured dies.

WHAT HAPPENS WHEN THE INSURED DIES?

We will pay the net death benefit to the beneficiary when the Insured dies while
the Policy is in effect.  You may choose between two death benefit options. 
Under the Level Option, the death benefit is the face amount (the insurance
applied for) or the guideline minimum sum insured (the minimum death benefit
federal tax law requires), whichever is greater.  Under the Adjustable Option,
the death benefit is either the sum of the face amount and policy value or the
guideline minimum sum insured, whichever is greater.  The net death benefit is
the death benefit less any outstanding loan and due and unpaid partial
withdrawals, partial withdrawal costs and monthly insurance protection charges. 
However, after the final payment date, the net death benefit is the policy value
less any outstanding loan.  The beneficiary may receive the net death benefit in
a lump sum or under a payment option we offer.


                                      - 2 -

<PAGE>

CAN I EXAMINE THE POLICY?

Yes.  You have the right to examine and cancel your Policy by returning it to us
or to one of our representatives on or before the LATEST of:

     -    45 days after the application or enrollment form for the Policy is
          signed

     -    10 days after you receive the Policy (20 days when state law so
          requires for the replacement of insurance and 30 days for California
          citizens age 60 and older)

     -    10 days after we mail to you a notice of withdrawal right

If your Policy provides for a full refund under its "Right to Examine Policy"
provision as required in your state, your refund will be the GREATER of

     -    Your entire payment OR

     -    The policy value PLUS deductions under the Policy or by the funds for
          taxes, charges or fees

If your Policy does not provide for a full refund, you will receive

     -    Amounts allocated to the fixed account  PLUS

     -    The policy value in the variable account PLUS

     -    All fees, charges and taxes which have been imposed

After an increase in face amount, a right to cancel the increase also applies.  

WHAT ARE MY INVESTMENT CHOICES?

You have a choice of eleven funds:

     -    Select International Equity Fund
          Managed by Bank of Ireland Asset Management Limited

     -    T. Rowe Price's International Stock Portfolio
          Managed by Rowe Price-Fleming International, Inc.

     -    Select Aggressive Growth Fund
          Managed by Nicholas-Applegate Capital Management

     -    Select Capital Appreciation Fund
          Managed by Janus Capital Corporation

     -    Select Growth Fund
          Managed by Provident Investment Counsel

     -    Fidelity's Growth Portfolio
          Managed by Fidelity Management & Research Company

     -    Select Growth and Income Fund
          Managed by John A. Levin & Co., Inc.

     -    Fidelity's Equity-Income Portfolio
          Managed by Fidelity Management & Research Company

     -    Fidelity's High Income Portfolio
          Managed by Fidelity Management & Research Company

     -    Select Income Fund
          Managed by Standish, Ayer & Wood, Inc.


                                      - 3 -

<PAGE>

     -    Money Market Fund 
          Managed by Allmerica Asset Management, Inc.

This range of investment choices allows you to allocate your money among the 
funds to meet your  investment needs. If your Policy provides for a full 
refund under its "Right to Examine Policy" provision as required in your 
state, we will allocate all sub-account investments to the Money Market Fund 
for

     -    14 days from issuance and acceptance, except as described below

     -    24 days  from issuance and acceptance for replacements in states with
          a 20-day right to examine

     -    34 days from issuance and acceptance for California citizens age 60
          and older, who have a 30-day right to examine  
After this, we will allocate all amounts as you have chosen.

The Policy also offers a fixed account.  The fixed account is a guaranteed 
account offering a minimum interest rate.  It is part of the general account 
of Allmerica Financial.

WHO ARE THE INVESTMENT ADVISERS AND HOW ARE THEY SELECTED?

   

Allmerica Investment Management Company, Inc. ("Manager") is the investment 
manager of the Trust.  The Manager has entered agreements with experienced 
investment advisers ("Sub-Advisers"), who will manage the investments of the 
funds.  The Sub-Advisers for the funds (other than the Money Market Fund) are 
independent.  The Manager has selected these Sub-Advisers in consultation 
with Rogers, Casey & Associates, a leading pension consulting firm.  Rogers, 
Casey & Associates provides consulting services to pension plans with over 
$300 billion in total assets.  In its consulting capacity, Rogers, Casey & 
Associates monitors the investment performance of over 1,000 investment 
advisers.  The Manager selected each independent Sub-Adviser using strict 
objective and qualitative criteria, with special emphasis on the 
Sub-Adviser's record in managing similar portfolios.  For the Money Market 
Fund, the Sub-Adviser is Allmerica Asset Management, Inc. 

    

Fidelity Management & Research Company ("Fidelity Management") is the 
investment manager of VIP.  Fidelity Management, a registered investment 
adviser under the Investment Advisers Act of 1940, is one of America's 
largest investment management organizations and has its principal business 
address at 82 Devonshire Street, Boston MA.  It is composed of a number of 
different companies, which provide a variety of financial services and 
products.  Fidelity Management is the original Fidelity company, founded in 
1946.  It provides a number of mutual funds and other clients with investment 
research and portfolio management services.

   

Rowe Price-Fleming International, Inc. ("Price-Fleming") is the investment 
manager of T. Rowe.  Price-Fleming, founded in 1979 as a joint venture 
between T. Rowe Price Associates, Inc. and Robert Fleming Holdings, Limited, 
is one of America's largest international mutual fund asset managers with 
approximately $20 billion under management in its offices in Baltimore, 
London, Tokyo and Hong Kong.

    

CAN I MAKE TRANSFERS AMONG THE FUNDS AND THE FIXED ACCOUNT?

Yes.  You may transfer among the funds and the fixed account, subject to our 
consent and then current rules.  You will incur no current taxes on transfers 
while your money is in the Policy.  

HOW MUCH CAN I INVEST AND HOW OFTEN?

The number and frequency of your payments are flexible, within limits.

WHAT IF I NEED MY MONEY?

You may borrow up to the loan value of your Policy.  You may also make partial
withdrawals and surrender the Policy for its surrender value.

There are two types of loans which may be available to you:

     -    A preferred loan option is available to you upon written request after
          the first Policy year.  It is available during Policy years 2-10 only
          if your policy value, minus the surrender charge, is $50,000 or more. 
          The option applies to up to 10% of this amount.  After the 10th Policy
          year, the preferred loan option is available on all loans or on all or
          a part of the loan value as you request.  The guaranteed annual
          interest rate credited to the policy value securing a preferred loan
          will be 8%.


                                      - 4 -

<PAGE>

     -    A non-preferred loan option is always available to you.  The
          guaranteed annual interest rate credited to the policy value securing
          a non-preferred loan will be at least 6.0%.  The current interest rate
          credited to non-preferred loans is 7.1%.

We will allocate Policy loans among the sub-accounts and the fixed account 
according to your instructions.  If you do not make an allocation, we will 
make a pro-rata allocation.  We will transfer the policy value in each 
sub-account equal to the Policy loan to the fixed account.

You may surrender your Policy and receive its surrender value. After the 
first Policy year, you may make partial withdrawals of $500 or more from 
policy value, subject to partial withdrawal costs.  Under the Level Option, 
the face amount is reduced by each partial withdrawal.  We will not allow a 
partial withdrawal if it would reduce the face amount below $40,000.  A 
surrender or PARTIAL withdrawal may have tax consequences.  See "TAXATION OF 
THE POLICIES."

CAN I MAKE FUTURE CHANGES UNDER MY POLICY?

Yes.  There are several changes you can make after receiving your Policy, within
limits.  You may

     -    Cancel your Policy under its right-to-examine provision

     -    Transfer your ownership to someone else

     -    Change the beneficiary

     -    Change the allocation of payments, with no tax consequences under
          current law

     -    Make transfers of policy value among the funds

     -    Adjust the death benefit by increasing or decreasing the face amount

     -    Change your choice of death benefit options between the Level Option
          and Adjustable Option  
     -    Add or remove optional insurance benefits provided by rider

CAN I CONVERT MY POLICY INTO A NON-VARIABLE POLICY?

Yes.  You can convert your Policy without charge during the first 24 months 
after the date of issue or after an increase in face amount.  On conversion, 
we will transfer the policy value in the variable account to the fixed 
account.  We will allocate all future payments to the fixed account, unless 
you instruct us otherwise. 

WHAT CHARGES WILL I INCUR UNDER MY POLICY?

The following charges will apply to your Policy under the circumstances
described.  Some of these charges apply throughout the Policy's duration.  Other
charges apply only if you choose options under the Policy. 

     -    From each payment, we will deduct a payment expense charge, currently
          4.0%.  The payment expense charge has three parts:

               PREMIUM TAX DEDUCTION -  A current premium tax deduction of 2.5%
               of payments represents our average expenses for state and local
               premium taxes.

               DEFERRED ACQUISITION COSTS ("DAC TAX") DEDUCTION -  A current DAC
               tax deduction of 1.0% of payments helps reimburse us for federal
               taxes imposed on our deferred acquisition costs of the Policies.
               The DAC tax deduction is a factor we must use when calculating
               the maximum sales load we can charge under SEC rules.

               FRONT-END SALES LOAD - From each payment, we will deduct a front-
               end sales load of 0.5% of the payment.  This charge partially
               compensates us for Policy sales expenses. 

     -    We deduct the following monthly charge from policy value:

               MONTHLY INSURANCE PROTECTION CHARGE - This charge is the cost of
               insurance, including  optional insurance benefits provided by
               rider.


                                      - 5 -

<PAGE>

     -    The following expenses are charged against or reflected in the
          variable account:

               ADMINISTRATIVE CHARGE -  We deduct this charge during the first
               ten Policy years only.  It is a daily charge at an annual rate of
               0.15% of the average daily net asset value of each sub-account. 
               This charge helps compensate us for our expenses in administering
               the variable account and is eliminated after the tenth Policy
               year.

               MORTALITY AND EXPENSE RISK CHARGE - We impose a daily charge at a
               current annual rate of 0.65% of the average daily net asset value
               of each sub-account.  This charge compensates us for assuming
               mortality and expense risks for variable interests in the
               Policies.  Our Board of Directors may increase this charge,
               subject to state and federal law, to an annual rate no greater
               than 0.80%.

               FUND EXPENSES -  The funds incur investment advisory fees and
               other expenses, which are reflected in the variable account.  The
               levels of fees and expenses vary among the funds.

     -    Charges designed to reimburse us for Policy administrative costs apply
          under the following circumstances:

               CHARGE FOR CHANGE IN FACE AMOUNT - For each increase or decrease
               in face amount, we deduct a charge of $50 from policy value. 
               This charge is for the underwriting and administrative costs of
               the change. 

               TRANSFER CHARGE - Currently, the first 12 transfers of policy
               value in a Policy year are free.  A current transfer charge of
               $10, never to exceed $25, applies for each additional transfer in
               the same Policy year.  This charge is for the costs of processing
               the transfer.  
               OTHER ADMINISTRATIVE CHARGES - We reserve the right to charge for
               other administrative costs we incur.  While there are no current
               charges for these costs, we may impose a charge for

               -    Changing net payment allocation instructions

               -    Changing the allocation of monthly insurance protection
                    charges among the various sub-accounts

               -    Providing a projection of values 
 
               -    The charges below apply only if you surrender your Policy or
                    make partial withdrawals:

               SURRENDER CHARGE- This charge applies only on a full surrender or
               decrease in face amount within ten years of the date of issue or
               of an increase in face amount.  The maximum surrender charge has
               two parts:

               -    A deferred administrative charge of $8.50 per thousand
                    dollars of the initial face amount or increase

               -    A deferred sales charge of 28.5% of payments received or
                    associated with the increase up to the guideline annual
                    premium for the increase

               The maximum surrender charge is level for the first 24 Policy
               months, then reduces by 1/96th per month, reaching zero after 10
               Policy years. During the first two years following the date of
               issue or increase, the actual surrender charge may be less than
               the maximum surrender charge calculated above.

               PARTIAL WITHDRAWAL COSTS - We deduct from the policy value the
               following for partial withdrawals:

               -    A transaction fee of 2.0% of the amount withdrawn, not to
                    exceed $25, for each partial withdrawal for processing costs

               -    A partial withdrawal charge of 5.0% of a withdrawal
                    exceeding the "Free 10% Withdrawal," described below


                                       - 6 -
<PAGE>

               The partial withdrawal charge does not apply to:

               -    That part of a withdrawal equal to 10% of the policy value
                    in a Policy year less prior free withdrawals made in the
                    same Policy year ("Free 10% Withdrawal")

               -    Withdrawals when no surrender charge applies.

               We reduce the Policy's outstanding surrender charge, if any, by
               partial withdrawal charges that we previously deducted.

WHAT ARE THE LAPSE AND REINSTATEMENT PROVISIONS OF MY POLICY?

The Policy will not lapse if you fail to make payments unless:

     -    The surrender value is insufficient to cover the next monthly
          insurance protection charge and loan interest accrued OR

     -    The outstanding loan exceeds policy value less surrender charges

There is a 62-day grace period in either situation.

If you make payments at least equal to MINIMUM MONTHLY PAYMENTS, we guarantee
that your Policy will not lapse before the 49th monthly processing date from
date of issue or increase in face amount, within limits.

You may reinstate your Policy within three years after the grace period, within
limits. 

CAN I ELECT PAID-UP INSURANCE WITH NO FURTHER PREMIUMS DUE?

Yes.  The Policy provides a paid-up insurance option.  If this option is
elected, we will provide paid-up insurance coverage, usually having a reduced
face amount, for the life of the Insured with no more premiums being due under
the Policy.  If you elect this option, policy owner rights and benefits will be
limited.

HOW IS MY POLICY TAXED?

The Policy is given federal income tax treatment similar to a conventional fixed
benefit life insurance policy.  On a withdrawal of policy value, Policy owners
currently are taxed only on the amount of the withdrawal that exceeds total
payments.  Withdrawals greater than payments made are treated as ordinary
income.  During the first 15 Policy years,  however, an "interest first" rule
applies to distributions of cash required under Section 7702 of the Internal
Revenue Code because of a reduction in benefits under the Policy.

The net death benefit under the Policy is excludable from the gross income of
the beneficiary.  However, in  some circumstances federal estate tax may apply
to the net death benefit or the policy value.

A Policy may be considered a "modified endowment contract."  This may occur if
total payments during the first seven Policy years exceed the total net level
payments payable, if the Policy had provided paid-up future benefits after seven
level payments.  If the Policy is considered a modified endowment contract, all
distributions (including Policy loans, partial withdrawals, surrenders and
assignments) will be taxed on an "income-first" basis. Also, a 10% penalty tax
may be imposed on that part of a distribution that is includible in income.

This Summary is intended to provide only a very brief overview of the more
significant aspects of the Policy.  The Prospectus and the Policy provide
further detail.  The Policy provides insurance protection for the named
beneficiary.  We do not claim that the Policy is similar or comparable to a
systematic investment plan of a mutual fund.  The Policy and its attached
application or enrollment form are the entire agreement between  you and
Allmerica Financial.


                                      - 7 -
<PAGE>

                                  TABLE OF CONTENTS

SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DESCRIPTION OF ALLMERICA FINANCIAL, THE VARIABLE ACCOUNT, THE TRUST, 
VIP AND T. ROWE PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     INVESTMENT OBJECTIVES AND POLICIES. . . . . . . . . . . . . . . . . . . 16
     INVESTMENT ADVISORY SERVICES. . . . . . . . . . . . . . . . . . . . . . . 
THE POLICY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     APPLICATION FOR A POLICY. . . . . . . . . . . . . . . . . . . . . . . . 19
     FREE LOOK PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     CONVERSION PRIVILEGE. . . . . . . . . . . . . . . . . . . . . . . . . . 20
     PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     ALLOCATION OF NET PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . 21
     TRANSFER PRIVILEGE. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     LEVEL OPTION AND ADJUSTABLE OPTION. . . . . . . . . . . . . . . . . . . 23
     CHANGE IN FACE AMOUNT . . . . . . . . . . . . . . . . . . . . . . . . . 25
     POLICY VALUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
     PAYMENT OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     OPTIONAL INSURANCE BENEFITS . . . . . . . . . . . . . . . . . . . . . . 27
     SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     PARTIAL WITHDRAWAL. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
     PAID-UP INSURANCE OPTION. . . . . . . . . . . . . . . . . . . . . . . . 28
CHARGES AND DEDUCTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
     PAYMENT EXPENSE CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . 29
     MONTHLY INSURANCE PROTECTION CHARGE . . . . . . . . . . . . . . . . . . 29
     CHARGES AGAINST OR REFLECTED IN THE ASSETS OF THE VARIABLE ACCOUNT. . . 31
     SURRENDER CHARGE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
     PARTIAL WITHDRAWAL COSTS. . . . . . . . . . . . . . . . . . . . . . . . 32
     TRANSFER CHARGES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
     CHARGE FOR CHANGE IN FACE AMOUNT. . . . . . . . . . . . . . . . . . . . 33
     OTHER ADMINISTRATIVE CHARGES. . . . . . . . . . . . . . . . . . . . . . 33
POLICY LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
POLICY TERMINATION AND REINSTATEMENT . . . . . . . . . . . . . . . . . . . . 35
OTHER POLICY PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . 38
     ALLMERICA FINANCIAL AND THE VARIABLE ACCOUNT. . . . . . . . . . . . . . 38
     TAXATION OF THE POLICIES. . . . . . . . . . . . . . . . . . . . . . . . 38
     MODIFIED ENDOWMENT POLICIES . . . . . . . . . . . . . . . . . . . . . . 39
VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
DIRECTORS AND PRINCIPAL OFFICERS OF ALLMERICA FINANCIAL. . . . . . . . . . . 41
DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
PERFORMANCE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . 44
LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS. . . . . . . . . . . . . . 46
FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
INDEPENDENT ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . 47
MORE INFORMATION ABOUT THE FIXED ACCOUNT . . . . . . . . . . . . . . . . . . 47
     GENERAL DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     FIXED ACCOUNT INTEREST. . . . . . . . . . . . . . . . . . . . . . . . . 47
     TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS & POLICY LOANS . . . . . . . 47
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE . . . . . . . . . . . . . . 61
APPENDIX B - OPTIONAL INSURANCE BENEFITS . . . . . . . . . . . . . . . . . . 62
APPENDIX C- PAYMENT OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . 63
APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT, POLICY VALUES AND
ACCUMULATED PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
APPENDIX E - COMPUTING MAXIMUM SURRENDER CHARGES . . . . . . . . . . . . . . 70

                                      - 8 -

<PAGE>

                                  SPECIAL TERMS

AGE:  how old the Insured is on the birthday closest to a Policy anniversary.

BENEFICIARY:  the person or persons you name to receive the net death benefit
when the Insured dies.

DATE OF ISSUE:  the date the Policy was issued, used to measure the monthly
processing date, Policy months, Policy years and Policy anniversaries.

DEATH BENEFIT:  the amount payable when the Insured dies prior to the final
payment date, before deductions for any outstanding loan and due and unpaid
partial withdrawals, partial withdrawal costs and monthly insurance protection
charges.

EVIDENCE OF INSURABILITY:  information, including medical information, used to
decide the Insured's underwriting class.

FACE AMOUNT:  the amount of insurance coverage applied for.  The initial face
amount is shown in your Policy.

FINAL PAYMENT DATE:  the Policy anniversary nearest the Insured's 95th birthday.
After this date, no payments may be made and the net death benefit is the policy
value less any outstanding loan.

FIXED ACCOUNT:  a guaranteed account of the general account that guarantees
principal and a fixed interest rate.   

   

FUNDS:  the following investment portfolios of Allmerica Investment Trust:  the
Select International Equity Fund, Select Aggressive Growth Fund, Select Capital
Appreciation Fund, Select Growth Fund, Select Growth and Income Fund, Select
Income Fund and Money Market Fund; the following investment portfolios of
Variable Insurance Products Fund: Growth Portfolio, Equity-Income Portfolio and
High Income Portfolio; and the International Stock Portfolio of T. Rowe Price
International Series, Inc.  We may name other investment portfolios of the
Trust, VIP and T.Rowe Price as funds.

    

GENERAL ACCOUNT:  all our assets other than those held in a separate  investment
account.

GUIDELINE ANNUAL PREMIUM:  used to compute the maximum surrender charge and
illustrate accumulations in Appendix D.  The guideline annual premium is the
annual amount that would be payable through the final payment date for the
specified Level Option death benefit.  We assume that

  -  The timing and amount of payments are fixed and paid at the start of the
     Policy year

  -  Monthly insurance protection charges are based on the Commissioners 1980
     Standard Ordinary Mortality Tables, Smoker or Non-Smoker (Mortality Table B
     for unisex policies)

  -  Net investment earnings are at an annual effective rate of 5.0%

  -  Fees and charges apply as set forth in the Policy and any Policy riders

GUIDELINE MINIMUM SUM INSURED:  the minimum death benefit required to qualify
the Policy as "life insurance" under federal tax laws.  The guideline minimum
sum insured is the PRODUCT of

  -  The policy value TIMES

  -  A percentage based on the Insured's age

INSURANCE PROTECTION AMOUNT:  the death benefit less the policy value.

ISSUANCE AND ACCEPTANCE:  the date we mail the Policy if the application or
enrollment form is approved with no changes requiring your consent; otherwise,
the date we receive your written consent to any changes.

LOAN VALUE:  the maximum amount you may borrow under the Policy.

MINIMUM MONTHLY PAYMENT:  a monthly amount shown in your Policy.  If you pay
this amount,  we guarantee that your Policy will not lapse before the 49th
monthly processing date from the date of issue or increase in face amount,
within limits.  
MONTHLY PROCESSING DATE:  the date, shown in your Policy, when monthly insurance
protection charges are deducted.


                                      - 9 -

<PAGE>

NET DEATH BENEFIT:

 Before the final payment date, the net death benefit is

  -  The death benefit under either the Level Option or Adjustable Option MINUS

  -  Any outstanding loan on the Insured's death and due and unpaid partial
     withdrawals, partial withdrawal costs and monthly insurance protection
     charges

 After the final payment date, the net death benefit is

  -  The policy value MINUS

  -  Any outstanding loan

NET PAYMENT:  your payment less a payment expense charge.

OUTSTANDING LOAN:  all unpaid Policy loans plus loan interest due or accrued.

PAID-UP INSURANCE:  life insurance coverage for the life of the Insured, with no
further premiums due.  

POLICY CHANGE:  any change in the face amount, the addition or deletion of a
rider, or a change in death benefit option (Level Option or Adjustable Option).

POLICY VALUE:  the total value of your Policy.  It is the SUM of the:

  -  Value of the units of the sub-accounts credited to your Policy, PLUS

  -  Accumulation in the fixed account credited to the Policy

POLICY OWNER:  the person who may exercise all rights under the Policy, with the
consent of any irrevocable beneficiary.  "You" and "your" refer to the policy
owner  in this Prospectus.

PREMIUM:  a payment you must make to us to keep the Policy in force.

PRINCIPAL OFFICE:  our office at 440 Lincoln Street, Worcester, Massachusetts
01653.

PRO-RATA ALLOCATION:  an allocation among the fixed account and the sub-accounts
in the same proportion that, on the date of allocation, the policy value in the
fixed account and the policy value in each sub-account bear to the total policy
value.

   

ALLMERICA FINANCIAL: Allmerica Financial Life Insurance and Annuity  Company. 
"We," "our" and "us" refer to Allmerica  Financial  in this Prospectus.

    

SUB-ACCOUNT:  a subdivision of the variable account investing exclusively in the
shares of a fund.

SURRENDER VALUE:  the amount payable on a full surrender.  It is the policy
value less any outstanding loan and surrender charges.

UNDERWRITING CLASS:  the insurance risk classification that we assign the
Insured based on the information in the application or enrollment form and other
evidence of insurability we consider.  The Insured's underwriting class will
affect the monthly insurance protection charge and the payment required to keep
the Policy in force.

UNIT:  a measure of your interest in a sub-account.

VALUATION DATE:  any day on which the net asset value of the shares of any funds
and unit values of any sub-accounts are computed.  Valuation dates currently
occur on

  -  Each day the New York Stock Exchange is open for trading

  -  Other days (other than a day during which no payment, partial withdrawal or
     surrender of a Policy was


                                      - 10 -

<PAGE>

     received) when there is a sufficient degree of trading in a fund's
     portfolio securities so that the current net asset value of the
     sub-accounts may be materially affected

VALUATION PERIOD:  the interval between two consecutive valuation dates.

VARIABLE ACCOUNT:  Allmerica Select Separate Account II, one of our separate
investment accounts.

WRITTEN REQUEST:  your request in writing, satisfactory to us, received at our
principal office.


                                      - 11 -

<PAGE>
   
            DESCRIPTION OF ALLMERICA FINANCIAL, THE VARIABLE ACCOUNT,
                          THE TRUST, VIP AND T.ROWE PRICE
    

   

ALLMERICA FINANCIAL. Allmerica Financial is a life insurance company 
organized under the laws of Delaware in 1974.  We are an indirect wholly 
owned subsidiary of First Allmerica Financial Life Insurance Company 
formerly named State Mutual Life Assurance Company of America ("First 
Allmerica"). First Allmerica was organized under the laws of Massachusetts in
1844, and is the fifth oldest life insurance company in America.  On 
December 31, 1995, First Allmerica  and its subsidiaries had over $11 billion 
in combined assets and over $35.2 billion of life insurance in force. Allmerica 
Financial accounted for over $5 billion in assets and over $18 billion of life
insurance in force.

    

Our principal office is 440 Lincoln Street, Worcester, Massachusetts 01653,
Telephone 1-800-366-1492.  We are subject to the laws of the state of
Delaware, to regulation by the Commissioner of Insurance of Delaware, and to 
other laws and regulations where we are licensed to operate.

THE VARIABLE ACCOUNT.  The variable account is a separate investment account
with eleven sub-accounts.  Each sub-account invests in a fund of the Trust, 
VIP or T.Rowe Price.  The assets used to fund the variable part of the 
Policies are set aside in sub-accounts and are separate from our general 
assets.  We administer and account for each sub-account as part of our 
general business. However, income, capital gains and capital losses are 
allocated to each sub-account without regard to any of our other income, 
capital gains or capital losses.  Under Delaware law, the assets of the 
variable account may not be charged with any liabilities arising out of any 
other business of ours.

Our Board of Directors authorized the variable account by vote on October 12, 
1993.  The variable account meets the definition of "separate account" under 
federal securities laws.  It is registered with the Securities and Exchange 
Commission ("SEC") as a unit investment trust under the Investment Company 
Act of 1940 ("1940 Act").  This registration does not involve SEC supervision 
of the management or investment practices or policies of the variable account 
or SMA Life.  We reserve the right, subject to law, to change the names of 
the variable account and the sub-accounts.

Each sub-account has two sub-divisions.  One sub-division applies to Policies 
during the first ten Policy years, which are subject to the administrative 
charge.  After the tenth Policy year, we automatically allocate a Policy to 
the second sub-division to which the charge does not apply.

THE TRUST.  The Trust is an open-end, diversified management investment 
company registered with the SEC under the 1940 Act.  This registration does 
not involve SEC supervision of the investments or investment policy of the 
Trust or its separate investment portfolios.

   

First Allmerica established the Trust as a Massachusetts business trust on 
October 11, 1984.  The Trust is a vehicle for the investment of assets of 
various separate accounts established by Allmerica Financial and affiliated 
insurance companies.  Shares of the Trust are not offered to the public but 
solely to the separate accounts.  Seven different investment portfolios of 
the Trust are available under the Policies, each issuing a series of shares:  
the Select International Equity Fund, Select Aggressive Growth Fund, Select 
Capital Appreciation Fund, Select Growth Fund, Select Growth and Income Fund, 
Select Income Fund and Money Market Fund.  The assets of each fund are held 
separate from the assets of the other funds.  Each fund operates as a 
separate investment vehicle.  The income or losses of one fund have no effect 
on the investment performance of another fund.  The sub-accounts reinvest 
dividends and/or capital gains distributions received from a fund in more 
shares of that fund as retained assets.

    

Allmerica Investment Management Company, Inc. ("Manager") serves as 
investment manager of the Trust.  The Manager has entered into agreements with 
other investment managers ("Sub-Advisers"), who manage the investments of the 
funds. See "INVESTMENT ADVISORY SERVICES TO THE TRUST."

VIP.  VIP, managed by Fidelity Management & Research Company ("Fidelity 
Management"), is an open-end, diversified, management investment company 
organized as a Massachusetts business trust on November 13, 1981 and 
registered with the Commission under the 1940 Act.  Three of its investment 
portfolios are available under the Policies: Growth Portfolio, Equity-Income 
Portfolio and High Income Portfolio.

   

T. ROWE PRICE. T. Rowe Price, managed by Rowe Price-Fleming International, 
Inc. ("Price-Fleming"), is an open-end, diversified, management investment 
company organized as a Maryland corporation in 1994 and registered with the 
Commission under the 1940 Act.  One of its investment portfolios is available 
under the Policies: the T. Rowe Price International Stock Portfolio.

    

                                     - 12 -

<PAGE>

INVESTMENT OBJECTIVES AND POLICIES.  A summary of investment objectives of 
the funds is set forth below.  BEFORE INVESTING, READ CAREFULLY THE 
PROSPECTUSES OF THE TRUST, VIP AND T.ROWE PRICE THAT ACCOMPANY THIS 
PROSPECTUS.  THE PROSPECTUSES OF THE TRUST, VIP AND T. ROWE PRICE CONTAIN MORE 
DETAILED INFORMATION ON THE FUNDS' INVESTMENT OBJECTIVES, RESTRICTIONS, RISKS 
AND EXPENSES.  Statements of Additional Information for the funds are 
available on request.  The investment objectives of the funds may not be 
achieved.  Policy value may be less than the aggregate payments made under 
the Policy.

SELECT INTERNATIONAL EQUITY FUND seeks maximum long-term total return 
(capital appreciation and income) primarily by investing in common stocks of 
established non-U.S. companies.  The Sub-Adviser for the Select International 
Equity Fund is Bank of Ireland Asset Management Limited.  

   

T. ROWE PRICE'S INTERNATIONAL STOCK PORTFOLIO seeks long-term growth of 
capital through investments primarily in common stocks of established, 
non-U.S. companies.

    

SELECT AGGRESSIVE GROWTH FUND seeks above-average capital appreciation by 
investing primarily in common stocks of companies that are believed to have 
significant potential for capital appreciation.  The Sub-Adviser for the 
Select Aggressive Growth Fund is Nicholas-Applegate Capital Management.

SELECT CAPITAL APPRECIATION FUND seeks long-term growth of capital in a 
manner consistent with the preservation of capital.  Realization of income is 
not a significant investment consideration and any income realized on the 
Fund's investments will be incidental to its primary objective.  The Fund 
will invest primarily in common stock of industries and companies which are 
experiencing favorable demand for their products and services, and which 
operate in a favorable competitive environment and regulatory climate.  The 
Sub-Adviser for the Select Capital Appreciation Fund is Janus Capital 
Corporation.

SELECT GROWTH FUND seeks to achieve growth of capital by investing in a 
diversified portfolio consisting primarily of common stocks selected for 
their long-term growth potential.  The Sub-Adviser for the Select Growth Fund 
is Provident Investment Counsel.

FIDELITY'S GROWTH PORTFOLIO seeks to achieve capital appreciation.  The 
Portfolio normally purchases common stocks, although its investments are not 
restricted to any one type of security.  Capital appreciation may also be 
found in other types of securities, including bonds and preferred stocks.

SELECT GROWTH AND INCOME FUND seeks a combination of long-term growth of 
capital and current income.  The fund will invest primarily in 
dividend-paying common stocks and securities convertible into common stocks.  
The Sub-Adviser for the Select Growth and Income Fund is John A. Levin & Co., 
Inc.

FIDELITY'S EQUITY-INCOME PORTFOLIO seeks reasonable income by investing 
primarily in income-producing equity securities.  In choosing these 
securities, the Portfolio will also consider the potential for capital 
appreciation.  The Portfolio's goal is to achieve a yield which exceeds the 
composite yield on the securities comprising the Standard & Poor's 500 
Composite Stock Price Index. The Portfolio may invest in high yielding, 
lower-rated securities (commonly referred to as "junk bonds") which are 
subject to greater risk than investments in higher-rated securities.  For a 
further discussion of lower-rated securities, please see "Risks of 
Lower-Rated Debt Securities" in the VIP prospectus.

FIDELITY'S HIGH INCOME PORTFOLIO seeks to obtain a high level of current 
income by investing primarily in high-yielding, lower-rated fixed-income 
securities (commonly referred to as "junk bonds"), while also considering 
growth of capital.  These securities are often considered to be speculative 
and involve greater risk of default or price changes than securities assigned 
a high quality rating.  For more information about these lower-rated 
securities, see "Risks of Lower-Rated Debt Securities" in the VIP prospectus.

SELECT INCOME FUND seeks a high level of current income.  The fund will 
invest primarily in investment grade, fixed-income securities.  The 
Sub-Adviser for the Select Income Fund is Standish, Ayer & Wood, Inc. 

MONEY MARKET FUND seeks to obtain maximum current income consistent with the 
preservation of capital and liquidity.  Allmerica Asset Management, Inc. is 
the Sub-Adviser of the Money Market Fund.

If there is a material change in the investment policy of a fund, we will 
notify you of the change.  If you have policy value allocated to that fund, 
you may without charge reallocate the policy value to another fund or to the 
fixed account.  We must receive your written request within sixty (60) days 
of the LATEST of the


                                     - 13 -

<PAGE>

     -    Effective date of the change in the investment policy OR

     -    Receipt of the notice of your right to transfer

   

INVESTMENT ADVISORY SERVICES TO THE TRUST.  The Trustees have responsibility 
for the supervision of the affairs of the Trust.  The Trustees have entered 
into a management agreement with the Manager, an indirectly wholly-owned 
subsidiary of First Allmerica.  The Manager, subject to Trustee review, is 
responsible for the daily affairs of the Trust and the general management of 
the funds.  The Manager performs administrative and management services for 
the Trust, furnishes to the Trust all necessary office space, facilities and 
equipment, and pays the compensation, if any, of officers and Trustees who 
are affiliated with the Manager.

    

The Trust bears all expenses incurred in its operation, other than the 
expenses the Manager assumes under the management agreement.  Trust expenses 
include

     -    Costs to register and qualify the Trust's shares under the Securities
          Act of 1933 ("1933 Act")

     -    Other fees payable to the SEC

     -    Independent public accountant, legal and custodian fees

     -    Association membership dues, taxes, interest, insurance payments and
          brokerage commissions

     -    Fees and expenses of the Trustees who are not affiliated with the
          Manager

     -    Expenses for proxies, prospectuses, reports to shareholders and other
          expenses

Under the management agreement with the Trust, the Manager has entered 
agreements under which each Sub-Adviser manages the investments of one or 
more of the funds.  Under each agreement, the Sub-Adviser is authorized to 
engage in portfolio transactions on behalf of the fund, subject to the 
Trustees' instructions.  The terms of a Sub-Adviser agreement cannot be 
materially changed without the approval of a majority in interest of the 
shareholders of the  fund.

   

Allmerica Asset Management, Inc., an indirect wholly owned subsidiary of 
First Allmerica, is the Sub-Adviser for the Money Market Fund. The 
Sub-Advisers for the other funds are independent.  The Manager selects the 
Sub-Advisers in consultation with Rogers, Casey & Associates, a leading 
pension consulting firm. Rogers, Casey & Associates provides consulting 
services to pension plans with over $ billion in total assets. In its 
consulting capacity, Rogers, Casey & Associates monitors the investment 
performance of over 1,000 investment advisers.  The Manager bears the cost of 
the consultation.  The Manager selected each independent Sub-Adviser using 
strict objective and qualitative criteria, with special emphasis on the 
Sub-Adviser's record in managing similar portfolios.  A committee that 
includes members affiliated with Allmerica Financial monitors and evaluates
on-going performance of the independent Sub-Advisers.

    

For providing its services under the management agreement, the Manager 
receives a fee, computed daily at an annual rate based on the average daily 
net asset value of each fund as follows:  1.00% for the Select International 
Equity Fund, the Select Capital Appreciation Fund and the Select Aggressive 
Growth Fund, 0.85% for the Select Growth Fund, 0.75% for the Select Growth 
and Income Fund, and 0.60% for the Select Income Fund.  For the Money Market 
Fund, the fee is 0.35% on net asset value up to $50,000,000, 0.25% on the 
next $200,000,000, and 0.20% on the balance.  The fee computed for each fund 
is paid from the assets of the fund.

The Manager is solely responsible for the payment of all fees to Sub-Advisers 
for their investment management services.  Sub-Adviser fees, described in the 
Trust's prospectus, in no way increase the costs that the funds,  variable 
account and Policy owners bear.

INVESTMENT ADVISORY SERVICES TO VIP.  For managing investments and business 
affairs, each Portfolio pays a monthly fee to Fidelity Management. The 
Prospectus of VIP contains additional information concerning the Portfolios, 
including information concerning additional expenses paid by the Portfolios, 
and should be read in conjunction with this Prospectus.

The High Income Portfolio pays a monthly fee to Fidelity Management at an 
annual fee rate made up of the sum of two components:

1.   A group fee rate based on the monthly average net assets of all the mutual
     funds advised by Fidelity Management.  On an annual basis this rate cannot
     rise above 0.37%, and drops as total assets in all these funds rise.


                                     - 14 -

<PAGE>

2.   An individual fund fee rate of 0.45% of the High Income Portfolio's average
     net assets throughout the month. One-twelfth of the annual management fee
     rate is applied to net assets averaged over the most recent month,
     resulting in a dollar amount which is the management fee for that month.

The Growth and Equity-Income Portfolios' fee rates are each made of two 
components:

1.   A group fee rate based on the monthly average net assets of all of the
     mutual funds advised by Fidelity Management.  On an annual basis, this rate
     cannot rise above 0.52%, and drops as total assets in all these mutual
     funds rise.

2.   An individual Portfolio fee rate of 0.30% for the Growth Portfolio and
     0.20% for the Equity-Income Portfolio.

One-twelfth of the sum of these two rates is applied to the respective 
Portfolio's net assets averaged over the most recent month, giving a dollar 
amount which is the fee for that month.

Thus, the High Income Portfolio may have a fee as high as 0.82%.  The Growth 
Portfolio may have a fee of as high as 0.82% of its average net assets.  The 
Equity-Income Portfolio may have a fee as high as 0.72% of its average net 
assets.

INVESTMENT ADVISORY SERVICES TO T.ROWE PRICE.  To cover investment management 
and operating expenses, the International Stock Portfolio pays Price-Fleming 
a single, all-inclusive fee of 1.05% of its average daily net assets.

                                   THE POLICY

APPLICATION FOR A POLICY - We offer Policies to applicants 80 years old and 
under.  After receiving a completed application or enrollment form from a 
prospective policy owner, we will begin underwriting to decide the 
insurability of the proposed Insured.  We may require medical examinations 
and other information before deciding insurability.  We issue a Policy only 
after underwriting has been completed.  We may reject an application or 
enrollment form that does not meet our underwriting guidelines.

If a prospective policy owner makes an initial payment of at least one 
minimum monthly payment, we will provide fixed conditional insurance during 
underwriting.  The fixed conditional insurance will be the insurance applied 
for, up to a maximum of $500,000, depending on age and underwriting class.  
This coverage will continue for a maximum of 90 days from the date of the 
application or enrollment form or, if required, the completed medical exam.  
If death is by suicide, we will return only the premium paid.

If no fixed conditional insurance was in effect, on Policy delivery we will 
require a sufficient payment to place the insurance in force.

If you made payments before the date of issuance and acceptance, we will 
allocate the payments to the Money Market Fund within two business days of 
receipt of the payments at our principal office.  If the Policy is not issued 
and accepted, we will return to you the GREATER of

     -    Your payments OR

     -    The value of the amount allocated to the Money Market Fund, which 
          will be net of mortality and expense risk charges, administrative 
          charges and fund expenses.

If your application or enrollment form is approved and the Policy is issued 
and accepted, we will allocate your policy value on issuance and acceptance 
according to your instructions.  However, if your Policy provides for a full 
refund of payments under its "Right to Examine Policy" provision as required 
in your state (see "THE POLICY - "Free Look Period"), we will initially 
allocate your sub-account investments to the Money Market Fund.  This 
allocation to the Money Market Fund will be for

     -    14 days from issuance and acceptance, except as described below


                                     - 15 -

<PAGE>

     -    24 days from issuance and acceptance for replacements in states with
          an extended right to examine

     -    34 days from issuance and acceptance for California citizens age 60
          and older, who have an extended right to examine.

After this, we will allocate all amounts according to your investment choices.

FREE LOOK PERIOD - The Policy provides for a free look period.  You have the 
right to examine and cancel your Policy by returning it to us or to one of 
our representatives on or before the LATEST of:

     -    45 days after the application or enrollment form for the Policy is
          signed

     -    10 days after you receive the Policy (20 days when the law so 
          requires for the replacement of insurance and 30 days for California 
          citizens age 60 and older) OR

     -    10 days after we mail to you a notice of withdrawal right

If your Policy provides for a full refund under its "Right to Examine Policy" 
provision as required in your state, your refund will be the GREATER of

     -    Your entire payment OR

     -    The policy value PLUS deductions under the Policy or by the funds for
          taxes, charges or fees

If your Policy does not provide for a full refund, you will receive

     -    Amounts allocated to the fixed account PLUS

     -    The policy value in the variable account PLUS
     
     -    All fees, charges and taxes which have been imposed 

We may delay a refund of any payment made by check until the check has 
cleared your bank.

After an increase in face amount, we will mail or deliver a notice of a free 
look for the increase.  You will have the right to cancel the increase before 
the LATEST of

     -    45 days after the application or enrollment form for the increase is
          signed

     -    10 days after you receive the new Policy specification pages issued
          for the increase OR

     -    10 days after we mail or delivers a notice of withdrawal rights to you

On canceling the increase, you will receive a credit to your policy value of 
charges deducted for the increase.  We will refund to you the amount to be 
credited if you request.  We will waive any surrender charge computed for the 
increase.

CONVERSION PRIVILEGE -  Within 24 months of the date of issue or an increase 
in face amount, you can convert your Policy into a non-variable Policy by 
transferring all policy value in the sub-accounts to the fixed account.  The 
conversion will take effect at the end of the valuation period in which we 
receive, at our principal office, notice of the conversion satisfactory to 
us. There is no charge for this conversion.  We will allocate all future 
payments to the fixed account, unless you instruct us otherwise. 

PAYMENTS - Payments are payable to Allmerica Financial.  Payments may be made 
by mail to our principal office or through our authorized representative.  
All payments after the initial payment are credited to the variable account 
or fixed account on the date of receipt at the principal office.

You may establish a schedule of planned payments.  If you do, we will bill 
you at regular intervals.  Making planned


                                     - 16 -

<PAGE>

payments will not guarantee that the Policy will remain in force.  The Policy 
will not necessarily lapse if you fail to make planned payments.  You may 
make unscheduled payments before the final payment date or skip planned 
payments.

You may choose a monthly automatic payment method of making payments.  Under 
this method,  each month we will deduct payments from your checking account 
and apply them to your Policy.  The minimum payment allowed is $50.

The Policy does not limit payments as to frequency and number.  However, no 
payment may be less than $100 without our consent.  Payments must be 
sufficient to provide a positive surrender value at the end of each Policy 
month or the Policy may lapse.  See "POLICY TERMINATION AND REINSTATEMENT."  
During the first 48 Policy months following the date of issue or an increase 
in face amount, a guarantee may apply to prevent the Policy from lapsing.  
The guarantee will apply during this period if you make payments that, when 
reduced by partial withdrawals and  partial withdrawal costs, equal or exceed 
the required minimum monthly payments.  The required minimum monthly payments 
are based on the number of months the Policy, increase in face amount or 
policy change that causes a change in the minimum monthly payment has been in 
force.  MAKING MONTHLY PAYMENTS EQUAL TO THE MINIMUM MONTHLY PAYMENTS DOES 
NOT GUARANTEE THAT THE POLICY WILL REMAIN IN FORCE, EXCEPT AS STATED IN THIS 
PARAGRAPH. 

Total payments may not exceed the current maximum payment limits under 
federal tax law.  These limits will change with a change in face amount, the 
addition or deletion of a rider, or a change between  the Level Option and 
Adjustable Option.  Where total payments would exceed the current maximum 
payment limits, we will only accept that part of a payment that will make 
total payments equal the maximum.  We will return any part of the payments 
greater than that amount. However, we will accept a payment needed to prevent 
Policy lapse during a Policy year.  See "POLICY TERMINATION AND 
REINSTATEMENT."

ALLOCATION OF NET PAYMENTS - The net payment equals the payment made less the 
payment expense charge.  In the application or enrollment form for your 
Policy, you decide the initial allocation of the net payment among the fixed 
account and the sub-accounts.  You may allocate payments to one or more of 
the sub-accounts, but may not have policy value in more than seven 
sub-accounts at once.  The minimum amount that you may allocate to a 
sub-account is 1.0% of the net payment.  Allocation percentages must be in 
whole numbers (for example, 33 1/3% may not be chosen) and must total 100%.

   

You may change the allocation of future net payments by written request or 
telephone request.  You  have the privilege to make telephone requests, 
unless you elected not to have the privilege on the application or enrollment 
form. The policy of Allmerica Financial and its representatives and 
affiliates is that they will not be responsible for losses resulting from 
acting on telephone requests reasonably believed to be genuine.  We will use 
reasonable methods to confirm that instructions communicated by telephone are 
genuine; otherwise, Allmerica Financial may be liable for any losses from 
unauthorized or fraudulent instructions.  We require that callers on behalf 
of a policy owner identify themselves by name and identify the policy owner 
by name, date of birth and social security number.  All telephone requests 
are tape recorded.  An allocation change will take effect on the date of 
receipt of the notice at the principal office.  No charge is currently 
imposed for changing payment allocation instructions.  We reserve the right 
to impose a charge in the future, but guarantee that the charge will not 
exceed $25.

    

The policy value in the sub-accounts will vary with investment experience.  
You bear this investment risk.  Investment performance may also affect the 
death benefit.  Review your allocations of payments and policy value as 
market conditions and your financial planning needs change.

TRANSFER PRIVILEGE - Subject to our then current rules, you may transfer 
amounts among the sub-accounts or between a sub-account and the fixed 
account.  (You may not transfer that portion of the policy value held in the 
fixed account that secures a Policy loan.)

The transfer privilege is subject to our consent.  We reserve the right to 
impose limits on transfers including, but not limited to, the

     -    Minimum amount that may be transferred


                                     - 17 -

<PAGE>

     -    Minimum amount that may remain in a sub-account following a transfer
          from that sub-account

     -    Minimum period between transfers involving the fixed account

     -    Maximum amounts that may be transferred from the fixed account

Transfers involving the fixed account are currently permitted only if:

     -    There has been at least a ninety (90) day period since the last
          transfer from the fixed account; and

     -    The amount transferred from the fixed account in each transfer does
          not exceed the lesser of $100,000 or 25% of the policy value.

These rules are subject to change by the Company.

We will make transfers at your written request or telephone request, as 
described in "THE POLICY - Allocation of Net Payments."  Transfers are 
effected at the value next computed after receipt of the transfer order.

You may apply for automatic transfers

     -    From the Money Market sub-account to one or more of the other sub-
          accounts on a monthly, quarterly or semiannual schedule

     -    To reallocate policy value among the sub-accounts on a quarterly,
          semiannual or annual schedule.

Each automatic transfer must be at least $100.  We will process automatic 
transfers on the 15th of each scheduled month. If the 15th is not a business 
day or is the monthly processing date, we will process the automatic transfer 
on the next business day.

Currently, the first 12 transfers in a Policy year are free.  After that, we 
will deduct a $10 transfer charge from amounts transferred in that Policy 
year. We reserve the right to increase the charge, but we guarantee the 
charge will never exceed $25.  We also reserve the right to limit the number 
of free transfers in a Policy year to six.  

The first automatic transfer counts as one transfer toward the 12 free 
transfers allowed in each Policy year.  Each subsequent automatic transfer is 
also free, but does not reduce the remaining number of transfers that are 
free in a Policy year.  Any transfers made for a conversion privilege, Policy 
loan or material change in investment policy will not count toward the 12 
free transfers.

DEATH BENEFIT - If the Policy is in force on the Insured's death, we will, 
with due proof of death, pay the net death benefit to the named beneficiary.  
We will normally pay the net death benefit within seven days of receiving due 
proof of the Insured's death, but we may delay payment of net death benefits. 
 See "OTHER POLICY PROVISIONS - Delay of Benefit Payments."  The beneficiary 
may receive the net death benefit in a lump sum or under a payment option.  
See "APPENDIX C -PAYMENT OPTIONS."

Before the final payment date, the net death benefit is

     -    The death benefit provided under the Level Option or Adjustable
          Option, whichever is elected and in effect on the date of death PLUS

     -    Any other insurance on the Insured's life that is provided by rider
          MINUS

     -    Any outstanding loan and any due and unpaid partial withdrawals,
          partial withdrawal costs and monthly insurance protection charges
          through the Policy month in which the Insured dies

After the final payment date, the net death benefit is

     -    The policy value MINUS


                                     - 18 -

<PAGE>

     -    Any outstanding loan

In most states, we will compute the net death benefit on the date we receive 
due proof of the Insured's death.

LEVEL OPTION AND ADJUSTABLE OPTION - The Policy provides two death benefit 
options:  the Level Option and Adjustable Option.  You choose the desired 
option in the application or enrollment form.  You may change the option once 
per Policy year by written request.  There is no charge for a change in 
option.

Under the Level Option, the death benefit is the GREATER of the

     -     Face amount OR

     -    Guideline minimum sum insured

Under the Adjustable Option, the death benefit is the GREATER of the

     -    Face amount PLUS policy value OR

     -    Guideline minimum sum insured

Under both the Level Option and Adjustable Option, the death benefit provides 
insurance protection.  Under the Level Option, the death benefit is level 
unless the guideline minimum sum insured exceeds the face amount; then, the 
death benefit varies as the policy value changes.  Under the Adjustable 
Option, the death benefit always varies as the policy value changes.

At any face amount, the death benefit will be greater under the Adjustable 
Option than under the Level Option because the policy value is added to the 
face amount and included in the death benefit.  However, the monthly 
insurance protection charge will be greater.  Therefore, policy value will 
accumulate at a slower rate than under the Level Option.

If you desire to have payments and investment performance reflected in the 
death benefit, you should choose the Adjustable Option.  If you desire to 
have payments and investment performance reflected to the maximum extent in 
the policy value, you should select the Level Option.

GUIDELINE MINIMUM SUM INSURED - The guideline minimum sum insured is a 
percentage of the policy value as set forth in "APPENDIX A - GUIDELINE 
MINIMUM SUM INSURED TABLE." The guideline minimum sum insured is computed 
based on federal tax regulations to ensure that the Policy qualifies as a 
life insurance contract and that the insurance proceeds will be excluded from 
the gross income of the beneficiary.

ILLUSTRATION OF THE LEVEL OPTION - In this illustration, assume that the 
Insured is under the age of 40, and that there is no outstanding loan.

Under the Level Option, a Policy with a $100,000 face amount will have a 
death benefit of $100,000.  However, because the death benefit must be equal 
to or greater than 250% of policy value, if the policy value exceeds $40,000 
the death benefit will exceed the $100,000 face amount.  In this example, 
each dollar of policy value above $40,000 will increase the death benefit by 
$2.50.  For example, a Policy with a policy value of $50,000 will have a 
guideline minimum sum insured of $125,000 ($50,000 x 2.50); policy value of 
$60,000 will produce a guideline minimum sum insured of $150,000 ($60,000 x 
2.50); and policy value of $75,000 will produce a guideline minimum sum 
insured of $187,500 ($75,000 x 2.50).

Similarly, if policy value exceeds $40,000, each dollar taken out of policy 
value will reduce the death benefit by $2.50.  If, for example, the policy 
value is reduced from $60,000 to $50,000 because of partial withdrawals, 
charges or negative investment performance, the death benefit will be reduced 
from $150,000 to $125,000.  If, however, the product of the policy value 
times the applicable percentage from the table in Appendix A is less than the 
face amount, the death benefit will equal the face amount.

The applicable percentage becomes lower as the Insured's age increases.  If 
the Insured's age in the above example were, for example, 50 (rather than 
between zero and 40), the applicable percentage would be 185%.  The death 
benefit would


                                     - 19 -

<PAGE>

not exceed the $100,000 face amount unless the policy value exceeded $54,054 
(rather than $40,000), and each dollar then added to or taken from policy 
value would change the death benefit by $1.85.

ILLUSTRATION OF THE ADJUSTABLE OPTION - In this illustration, assume that the 
Insured is under the age of 40 and that there is no outstanding loan.

Under the Adjustable Option, a Policy with a face amount of $100,000 will 
produce a death benefit of $100,000 plus policy value.  For example, a Policy 
with policy value of $10,000 will produce a death benefit of $110,000 
($100,000 + $10,000); policy value of $25,000 will produce a death benefit of 
$125,000 ($100,000 + $25,000); policy value of $50,000 will produce a death 
benefit of $150,000 ($100,000 + $50,000).  However, the death benefit must be 
at least 250% of the policy value.  Therefore, if the policy value is greater 
than $66,667, 250% of that amount will be the death benefit, which will be 
greater than the face amount plus policy value.  In this example, each dollar 
of policy value above $66,667 will increase the death benefit by $2.50.  For 
example, if the policy value is $70,000, the guideline minimum sum insured 
will be $175,000 ($70,000 x 2.50); policy value of $80,000 will produce a 
guideline minimum sum insured of $200,000 ($80,000 x 2.50); and policy value 
of $90,000 will produce a guideline minimum sum insured of $225,000 ($90,000 
x 2.50).

Similarly, if policy value exceeds $66,667, each dollar taken out of policy 
value will reduce the death benefit by $2.50.  If, for example, the policy 
value is reduced from $80,000 to $70,000 because of partial withdrawals, 
charges or negative investment performance, the death benefit will be reduced 
from $200,000 to $175,000.  If, however, the product of the  policy value 
times the applicable percentage is less than the face amount plus policy 
value, then the death benefit will be the current face amount plus policy 
value.

The applicable percentage becomes lower as the Insured's age increases.  If 
the Insured's age in the above example were 50, the death benefit must be at 
least 1.85 times the policy value.  The death benefit would be the sum of the 
policy value plus $100,000 unless the policy value exceeded $117,647 (rather 
than $66,667).  Each dollar added to or subtracted from the Policy would 
change the death benefit by $1.85.

CHANGE TO LEVEL OR ADJUSTABLE OPTION - You may change the death benefit 
option once each Policy year by written request.  Changing options will not 
require evidence of insurability.  The change takes effect on the monthly 
processing date on or following the date of receipt of the written request.  
We will impose no charge for changes in death benefit options.

If you change the Level Option to the Adjustable Option, we will decrease the 
face amount to equal

     -    The death benefit MINUS

     -    The policy value on the date of the change

The change may not be made if the face amount would fall below $40,000.  
After the change from the Level Option to the Adjustable Option, future 
monthly insurance protection charges may be higher or lower than if no change 
in option had been made.  However, the insurance protection amount will 
always equal the face amount unless the guideline minimum sum insured 
applies. 

If you change the Adjustable Option to the Level Option, we will increase the 
face amount by the policy value on the date of the change.  The death benefit 
will be the GREATER of

     -    The new face amount OR

     -    The guideline minimum sum insured

After the change from the Adjustable Option to the Level Option, an increase 
in policy value will reduce the insurance protection amount and the monthly 
insurance protection charge.  A decrease in policy value will increase the 
insurance protection amount and the monthly insurance protection charge. 

A change in death benefit option may result in total payments exceeding the 
then current maximum payment limitation under federal tax law.  If this 
occurs, we will pay the excess to you.


                                     - 20 -

<PAGE>

CHANGE IN FACE AMOUNT - You may increase or decrease the face amount by 
written request.  An increase or decrease in the face amount takes effect on 
the LATEST of the

     -    The monthly processing date on or next following date of receipt of
          your written request OR

     -    The date of approval of your written request, if evidence of
          insurability is required 

INCREASES -  You must submit with your written request for an increase 
satisfactory evidence of insurability.  The consent of the Insured is also 
required whenever the face amount is increased.  An increase in face amount 
may not be less than $10,000.  You may not increase the face amount after the 
Insured reaches age 80.  A written request for an increase must include a 
payment if the surrender value is LESS than the SUM of

     -    $50 PLUS

     -    Two minimum monthly payments

On the effective date of each increase in face amount, we will deduct a 
transaction charge of $50 from policy value for administrative costs.  We 
will also compute a surrender charge for the increase.  An increase in the 
face amount will increase the insurance protection amount and, therefore, the 
monthly insurance protection charges.

After increasing the face amount, you will have the right, during a free look 
period, to have the increase canceled.  See "THE POLICY - Free Look Period."  
If you exercise this right, we will credit to your Policy the charges 
deducted for the increase, unless you request a refund of these charges.

DECREASES - You may decrease the face amount by written request.  The minimum 
amount for a decrease in face amount is $10,000.  The minimum face amount in 
force after a decrease is $40,000.  We may limit the decrease or return 
policy value to you, as you choose, if the Policy would not comply with the 
maximum payment limitation under federal tax law.  A return of policy value 
may result in tax liability to you.

A decrease in the face amount will lower the insurance protection amount and, 
therefore, the monthly insurance protection charge.  In computing the monthly 
insurance protection charge, a decrease in the face amount will reduce the 
face amount in inverse order.

On a decrease in the face amount, we will deduct from the policy value a 
transaction charge of $50 and, if applicable, any  surrender charge.  You may 
allocate the deduction to one sub-account.  If you make no allocation, we 
will make a pro-rata allocation.  We will reduce the surrender charge by the 
amount of any surrender charge deducted.

POLICY VALUE - The policy value is the total value of your Policy.  It is the 
SUM of

     -    Your accumulation in the fixed account PLUS

     -    The value of your units in the sub-accounts

There is no guaranteed minimum policy value.  Policy value on any date 
depends on variables that cannot be predetermined.

Your policy value is affected by the

     -    Frequency and amount of your net payments

     -    Interest credited in the fixed account

     -    Investment performance of your sub-accounts

     -    Partial withdrawals

     -    Loans, loan repayments and loan interest paid or credited


                                     - 21 -

<PAGE>

     -    Charges and deductions under the Policy

     -    The death benefit option

COMPUTING POLICY VALUE - We compute the policy value on the date of issue and 
on each valuation date.  On the date of issue, the policy value is 

     -    The value of the amount allocated to the Money Market Fund, net of
          mortality and expense risks, administrative charges and fund expenses
          (see "THE POLICY - Application for a Policy"), MINUS

     -    The monthly insurance protection charge due

On each valuation date after the date of issue, the policy value is the SUM of 

     -    Accumulations in the fixed account PLUS

     -    The SUM of the PRODUCTS of

     -    The  number of units in each sub-account TIMES

     -    The value of a unit in each sub-account on the valuation date

THE UNIT - We allocate each net payment to the sub-accounts you selected.  We 
credit allocations to the sub-accounts as units.  Units are credited 
separately for each sub-account.

The number of units of each sub-account credited to the Policy is the 
QUOTIENT of

     -    That part of the net payment allocated to the sub-account DIVIDED BY

     -    The dollar value of a unit on the valuation date the payment is
          received at our principal office

The number of units will remain fixed unless changed by a split of unit 
value, transfer, partial withdrawal or surrender.  Also, each deduction of 
charges from a sub-account will result in cancellation of units equal in 
value to the amount deducted.

The dollar value of a unit of a sub-account varies from valuation date to 
valuation date based on the investment experience of that sub-account.  This 
investment experience reflects the investment performance, expenses and 
charges of the fund in which the sub-account invests.  The value of each unit 
was set at $1.00 on the first valuation date of each sub-account.  The value 
of a unit on any valuation date is the PRODUCT of 

     -    The dollar value of the unit on the preceding valuation date TIMES

     -    The net investment factor

NET INVESTMENT FACTOR - The net investment factor measures the investment
performance of a sub-account during the valuation period just ended.  The net
investment factor for each sub-account is 1.0000 PLUS the QUOTIENT of

     -    The investment income of that sub-account for the valuation period,
          adjusted for realized and unrealized capital gains and losses and for
          taxes during the valuation period, DIVIDED BY 

     -    The value of that sub-account's assets at the beginning of the
          valuation period MINUS

     -    The mortality and expense risk charge for each day in the valuation
          period currently at an annual rate of 0.65% of the daily net asset
          value of that sub-account AND

     -    The administrative charge for each day in the valuation period at an
          annual rate of 0.15% of the daily net asset value of that sub-account
          (only during the first ten Policy years)

The net investment factor may be greater or less than one.


                                     - 22 -

<PAGE>

PAYMENT OPTIONS - The net death benefit payable may be paid in a single sum 
or under one or more of the payment options then offered by SMA Life.  See 
"APPENDIX C - PAYMENT OPTIONS."  These payment options also are available at 
the final payment date or if the Policy is surrendered.   If no election is 
made, we will pay the net death benefit in a single sum.  

OPTIONAL INSURANCE BENEFITS - You may add optional insurance benefits to the 
Policy by rider, as described in "APPENDIX B - OPTIONAL BENEFITS."  The cost 
of optional insurance benefits becomes part of the monthly insurance 
protection charge.

SURRENDER - You may surrender the Policy and receive its surrender value.  
The surrender value is

     -    The policy value MINUS
     -    Any outstanding loan and surrender charges

We will compute the surrender value on the valuation date on which we receive 
the Policy with a written request for surrender.  We will deduct a surrender 
charge if you surrender the Policy within 10 full Policy years of the date of 
issue or increase in face amount.  See "CHARGES AND DEDUCTIONS - Surrender 
Charge."
 
The surrender value may be paid in a lump sum or under a payment option then 
offered by us.  See "APPENDIX C - PAYMENT OPTIONS."  We will normally pay the 
surrender value within seven days following our receipt of written request.  
We may delay benefit payments under the circumstances described in "OTHER 
POLICY PROVISIONS - Delay of Benefit Payments."

For important tax consequences of a surrender, see "FEDERAL TAX 
CONSIDERATIONS."

PARTIAL WITHDRAWAL - After the first Policy year, you may withdraw part of 
the surrender value of your Policy on written request.  Your written request 
must state the dollar amount you wish to receive.  You may allocate the 
amount withdrawn among the sub-accounts and the fixed account.  If you do not 
provide allocation instructions, we will make a pro-rata allocation.  Each 
partial withdrawal must be at least $500.  Under the Level Option, the face 
amount is reduced by the partial withdrawal.  We will not allow a partial 
withdrawal if it would reduce the Level Option face amount below $40,000.

On a partial withdrawal from a sub-account, we will cancel the number of 
units equal in value to the amount withdrawn.  The amount withdrawn will be 
the amount you requested plus the partial withdrawal costs.  See "CHARGES AND 
DEDUCTIONS -Partial Withdrawal Costs."  We will normally pay the partial 
withdrawal within seven days following our receipt of written request.  We 
may delay payment as described in "OTHER POLICY PROVISIONS - Delay of Benefit 
Payments."

For important tax consequences of partial withdrawals, see "FEDERAL TAX 
CONSIDERATIONS."

PAID-UP INSURANCE OPTION - On written request, you may elect life insurance 
coverage, usually for a reduced amount, for the life of the Insured with no 
further premiums due.  The paid-up insurance will be the amount that the 
surrender value can purchase for a net single premium at the Insured's age 
and underwriting class on the date this option is elected.  If the surrender 
value exceeds the net single premium, we will pay the excess to you.  The net 
single premium is based on the Commissioners 1980 Standard Ordinary Mortality 
Tables, Smoker or Non-Smoker (Table B for unisex policies) with increases in 
the tables for non-standard risks.  Interest will not be less than 4.5%.      

IF THE PAID-UP INSURANCE OPTION IS ELECTED, THE FOLLOWING POLICYOWNER RIGHTS 
AND BENEFITS WILL BE AFFECTED:

     -    As described above, the paid-up insurance benefit will be computed
          differently from the net death benefit and the death benefit options
          will not apply

     -    We will not allow transfers of policy value from the fixed account
          back to the variable account  
     -    You may not make further payments

     -    You may not increase or decrease the face amount or make partial
          withdrawals


                                     - 23 -

<PAGE>

     -    Riders will continue only with our consent

You may, after electing paid-up insurance, surrender the Policy for its net 
cash value.  The guaranteed cash value is the net single premium for the 
paid-up insurance at the Insured's attained age.  The net cash value is the 
cash value less any outstanding loan.  We will transfer the policy value in 
the variable account to the fixed account on the date we receive written 
request to elect the option.

On election of paid-up insurance, the Policy often will become a modified 
endowment contract.  If a Policy becomes a modified endowment contract, 
Policy loans, partial withdrawals or surrender will receive unfavorable 
federal tax treatment.  See "FEDERAL TAX CONSIDERATIONS - Modified Endowment 
Contracts." 

                             CHARGES AND DEDUCTIONS

The following charges will apply to your Policy under the circumstances 
described.  Some of these charges apply throughout the Policy's duration.  
Other charges apply only if you choose options under the Policy.

No surrender charges, partial withdrawal charges or front-end sales loads are 
imposed, and no commissions are paid where the policyowner as of the date of 
application is within the following class of individuals:

All employees of First Allmerica and its affiliates and subsidiaries located 
at First Allmerica's home office (or at off-site locations if such employees 
are on First Allmerica's home office payroll); all employees and registered 
representatives of any broker-dealer that has entered into a sales agreement 
with us or Allmerica Investments, Inc. to sell the Policies and any spouses 
of the above persons or any children of the above persons.

PAYMENT EXPENSE CHARGE - Currently, we deduct 4.0% of each payment as a 
payment expense charge.  This charge includes a

     -    Current premium tax deduction of 2.5%

     -    Current deferred acquisition costs ("DAC tax") deduction of 1.0%

     -    Front-end sales load of 0.5%

The 2.5% premium tax deduction approximates our average expenses for state 
and local premium taxes.  Premium taxes vary, ranging from zero to more than 
4.0%. The premium tax deduction is made whether or not any premium tax 
applies.  The deduction may be higher or lower than the premium tax imposed.  
However, we do not expect to make a profit from this deduction.  The 1.0% DAC 
tax deduction helps reimburse us for approximate expenses incurred from 
federal taxes for deferred acquisition costs ("DAC taxes") of the Policies.  
We deduct the 0.5% front-end sales load from each payment partially to 
compensate us for Policy sales expenses. 

We reserve the right to increase or decrease the premium tax deduction or DAC 
tax deduction to reflect changes in our expenses for premium taxes or DAC 
taxes. The 0.5% front-end sales load will not change, even if sales expenses 
change. The DAC tax deduction and front-end sales load are factors we must 
use when computing the maximum sales load we can charge under SEC rules. 

MONTHLY INSURANCE PROTECTION CHARGES - Before the final payment date, we will 
deduct a monthly insurance protection charge from your policy value.  This 
charge is the cost for insurance protection under the Policy, including 
optional insurance benefits provided by rider.

We deduct the monthly insurance protection charge on each monthly processing 
date starting with the date of issue.  You may allocate monthly insurance 
protection charges to one sub-account.  If you make no allocation, we will 
make a pro-rata allocation.  If the sub-account you chose does not have 
sufficient funds to cover the monthly insurance protection charges, we will 
make a pro-rata allocation.  We will deduct no monthly insurance protection 
charges on or after the final payment date.

COMPUTING MONTHLY INSURANCE PROTECTION CHARGES - We designed the monthly 
insurance protection charge to compensate us for the anticipated cost of 
paying net death benefits under the Policies.  The charge is computed monthly 
for the initial face amount and for each increase in face amount.  Monthly 
insurance protection charges can vary.


                                     - 24 -

<PAGE>

For the initial face amount under the Level Option, the monthly insurance 
protection charge is the PRODUCT of

     -    The insurance protection rate TIMES

     -    The DIFFERENCE between 

     -    The initial face amount AND

     -    The policy value (MINUS any rider charges) at the beginning of the
          Policy month

Under the Level Option, the monthly insurance protection charge decreases as 
the policy value increases if the guideline minimum sum insured is not in 
effect.

For the initial face amount under the Adjustable Option, the monthly 
insurance protection charge is the PRODUCT of

     -    The insurance protection rate TIMES

     -    The initial face amount

For each increase in face amount under the Level Option, the monthly 
insurance protection charge is the PRODUCT of 

     -    The insurance protection rate for the increase TIMES

     -    The DIFFERENCE between

     -    The increase in face amount AND

     -    Any policy value (MINUS any rider charges) GREATER than the initial
          face amount at the beginning of the Policy month and not allocated 
          to a prior increase

For each increase in face amount under the Adjustable Option, the monthly 
insurance protection charge is the PRODUCT of 

     -    The insurance protection rate for the increase TIMES

     -    The increase in face amount

If the guideline minimum sum insured is in effect under either Option, we 
will compute a monthly insurance protection charge for that part of the death 
benefit subject to the guideline minimum sum insured that exceeds the current 
death benefit not subject to the guideline minimum sum insured.  This charge 
is the PRODUCT of

     -    The insurance protection rate for the initial face amount TIMES

     -    The DIFFERENCE between

     -    The guideline minimum sum insured AND

     -    The GREATER of 

     -    The face amount OR the policy value, if you selected the Level Option
          OR

     -    the face amount PLUS the policy value, if you selected the Adjustable
          Option

We will adjust the monthly insurance protection charge for any decreases in 
face amount.  See "THE POLICY - Change In Face Amount: Decreases." 


                                     - 25 -

<PAGE>

INSURANCE PROTECTION RATES - We base insurance protection rates on the

     -    Male, female or blended unisex rate table

     -    Age and underwriting class of the Insured

     -    Effective date of an increase or date of any rider

For unisex Policies, sex-distinct rates do not apply.  For the initial face 
amount, the insurance protection rates are based on your age at the beginning 
of each Policy year.  For an increase in face amount or for a rider, the 
insurance protection rates are based on your age on each anniversary of the 
effective date of the increase or rider.  We base the current insurance 
protection rates on our expectations as to future mortality experience.  
Rates will not, however, be greater than the guaranteed insurance protection 
rates set forth in the Policy. These guaranteed rates are based on the 
Commissioners 1980 Standard Ordinary Mortality Tables, Smoker or Non-Smoker 
(Mortality Table B for unisex Policies) and the Insured's sex and age.  The 
Tables used for this purpose set forth different mortality estimates for 
males and females and for smokers and non-smokers.  Any change in the 
insurance protection rates will apply to all Insured of the same age, sex and 
underwriting class whose Policies have been in force for the same period.

The underwriting class of an Insured will affect the insurance protection 
rates. We currently place Insureds into preferred underwriting classes, 
standard underwriting classes and non-standard underwriting classes.  The 
underwriting classes are also divided into two categories:  smokers and 
non-smokers.  We will place an Insured under age 18 at the date of issue in a 
standard or non-standard underwriting class.  We will then classify the 
Insured as a smoker at age 18 unless we receive satisfactory evidence that 
the Insured is a non-smoker.  Prior to the Insured's age 18, we will give you 
notice of how the Insured may be classified as a non-smoker.

We compute the insurance protection rate separately for the initial face 
amount and for any increase in face amount.  However, if the Insured's 
underwriting class improves on an increase, the lower insurance protection 
rate will apply to the total face amount.

CHARGES AGAINST OR REFLECTED IN THE ASSETS OF THE VARIABLE ACCOUNT -  We 
assess each sub-account with a charge for mortality and expense risks we 
assume and, during the first ten Policy years, a charge for administrative 
expenses of the variable account.  Fund expenses are also reflected in the 
variable account.   

ADMINISTRATIVE CHARGE - During the first ten Policy years, we impose a daily 
charge at an annual rate of 0.15% of the average daily net asset value in 
each sub-account.  The charge is to help reimburse us for administrative 
expenses incurred in the administration of the variable account and the 
sub-accounts.  It is not expected to be a source of profit.  The 
administrative functions and expenses we assume for the variable account and 
the sub-accounts include

     -    Clerical, accounting, actuarial and legal services

     -    Rent, postage, telephone, office equipment and supplies,

     -    The expenses of preparing and printing registration statements and
          prospectuses (not allocable to sales expense)

     -    Regulatory filing fees and other fees 

We do not assess the administrative charge after the tenth Policy year.

MORTALITY AND EXPENSE RISK CHARGE -  We impose a daily charge at a current 
annual rate of 0.65% of the average daily net asset value of each 
sub-account. This charge compensates us for assuming mortality and expense 
risks for variable interests in the Policies.  Our Board of Directors may 
increase this charge, subject to state and federal law, to an annual rate no 
greater than 0.80%.  

The mortality  risk we assume is that Insureds may live for a shorter time 
than anticipated.  If this happens, we will pay more net death benefits than 
anticipated.  The expense risk we assume is that the expenses incurred in 
issuing and administering the Policies will exceed those compensated by the 
administrative charges in the Policies.  If the charge for mortality and 
expense risks is not sufficient to cover mortality experience and expenses, 
we will absorb the losses.  If the charge turns out to be higher than 
mortality and expense risk expenses, the difference will be a profit to us.  
If the


                                     - 26 -

<PAGE>

charge provides us with a profit, the profit will be available for our 
use to pay distribution, sales and other expenses.

FUND EXPENSES - The value of the units of the sub-accounts will reflect the 
investment advisory fee and other expenses of the funds whose shares the 
sub-accounts purchase.  The prospectuses and statements of additional 
information of the Trust, VIP and T.Rowe Price contain more information 
concerning the fees and expenses.

No charges are currently made against the sub-accounts for federal or state 
income taxes.  Should income taxes be imposed, we may make deductions from 
the sub-accounts to pay the taxes.  See "FEDERAL TAX CONSIDERATIONS."  

SURRENDER CHARGE - The Policy's contingent surrender charge is a deferred 
administrative charge and a deferred sales charge.  The deferred 
administrative charge is designed to reimburse us for the administrative 
costs of product research and development, underwriting, Policy 
administration and surrendering the Policy.  The deferred sales charge 
compensates us for distribution expenses, including commissions to our 
representatives, advertising and the printing of prospectuses and sales 
literature.

We compute the surrender charge on date of issue and on any increase in face 
amount.  The surrender charge applies for ten years from date of issue or 
increase in face amount.  We impose the surrender charge only if, during its 
duration, you request a full surrender or a decrease in face amount.

The maximum surrender charge includes a

     -    Deferred administrative charge of $8.50 per thousand dollars of the
          initial face amount or increase

     -    Deferred sales charge of 28.5% of payments received or associated 
          with the increase up to the guideline annual premium for the increase

The maximum surrender charge will not exceed a specified amount per $1,000 of 
initial face amount or increase because of state-imposed limits.  The maximum 
surrender charge is level for the first 24 Policy months and then reduces by 
1/96th for the next 96 Policy months, reaching zero at the end of ten Policy 
years.

Payments associated with an increase equal that part of the payments made on 
or after the increase that are allocated to the increase.  We allocate 
payments based on relative guideline annual premium payments.  For example, 
assume that the guideline annual premium is $1,500 before an increase and is 
$2,000 with the increase.  The policy value on the effective date of the 
increase would be allocated 75% ($1,500/$2,000) to the initial face amount 
and 25% to the increase.  All future payments would also be allocated 75% to 
the initial face amount and 25% to the increase.

If more than one surrender charge is in effect because of one or more 
increases in face amount, we will apply the surrender charges in inverse 
order.  We will apply surrender and partial withdrawal charges (described 
below) in this order:

     -    First, the most recent increase

     -    Second, the next most recent increases, and so on

     -    Third, the initial face amount.

A surrender charge may be deducted on a decrease in the face amount.  On a 
decrease, the surrender charge deducted is a fraction of the charge that 
would apply to a full surrender.  The fraction is the PRODUCT of

     -    The decrease DIVIDED by the current face amount TIMES

     -    the surrender charge

Where a decrease causes a partial reduction in an increase or in the initial 
face amount, we will deduct a proportionate share of the surrender charge for 
that increase or for the initial face amount.


                                     - 27 -

<PAGE>

See "APPENDIX E - COMPUTING MAXIMUM SURRENDER CHARGES" for examples of how we 
compute the maximum surrender charge.

PARTIAL WITHDRAWAL COSTS - For each partial withdrawal, we deduct a 
transaction fee of 2.0% of the amount withdrawn, not to exceed $25.  This fee 
is intended to reimburse us for the cost of processing the withdrawal. 

A partial withdrawal charge may also be deducted from policy value.  However, 
in any Policy year, you may withdraw, without a partial withdrawal charge, up 
to

     -    10% of the policy value MINUS
     -    The total of any prior free withdrawals in the same Policy year 
          ("Free 10% Withdrawal")

The right to make the Free 10% Withdrawal is not cumulative from Policy year 
to Policy year.  For example, if only 8% of policy value were withdrawn in 
the second Policy year, the amount you could withdraw in future Policy years 
would not be increased by the amount you did not withdraw in the second 
Policy year.

We impose the partial withdrawal charge on any withdrawal greater than the 
Free 10% Withdrawal. The  charge is 5.0% of the excess withdrawal up to the 
surrender charge.  If no surrender charge applies on withdrawal, no partial 
withdrawal charge will apply.  We will reduce the Policy's outstanding 
surrender charge by the partial withdrawal charge deducted, proportionately 
reducing the deferred sales and administrative charges.  The partial 
withdrawal charge deducted will decrease existing surrender charges in 
inverse order.

TRANSFER CHARGES - Currently, the first 12 transfers in a Policy year are 
free. We reserve the right to limit the number of free transfers in a Policy 
year to six.  After that, we will deduct a $10 transfer charge from amounts 
transferred in that Policy year.  We reserve the right to increase the 
charge, but it will never exceed $25.  This charge reimburses us for the 
administrative costs of processing the transfer.

If you apply for automatic transfers, the first automatic transfer counts as 
one transfer.  Each future automatic transfer is without charge and does not 
reduce the remaining number of transfers that may be made without charge.

Each of the following transfers of policy value from the sub-accounts to the 
fixed account is free and does not count as one of the 12 free transfers in a 
Policy year:

     -    A conversion within the first 24 months from date of issue or 
          increase

     -    A transfer to the fixed account to secure a loan

     -    A reallocation of policy value within 20 days of the date of issue

CHARGE FOR CHANGE IN FACE AMOUNT - For each increase or decrease in face 
amount, we will deduct a transaction charge of $50 from policy value to 
reimburse us for the administrative costs of the change.

OTHER ADMINISTRATIVE CHARGES - We reserve the right to charge for other 
administrative costs we incur.  While there are no current charges for these 
costs, we may impose a charge for

               -    Changing net payment allocation instructions

               -    Changing the allocation of monthly insurance protection
                    charges among the various sub-accounts and the fixed 
                    account

               -    Providing a projection of values 

We do not currently charge for these costs.  Any future charge is guaranteed 
not to exceed $25 per transaction.

                                  POLICY LOANS

You may borrow money secured by your policy value.  The total amount you may 
borrow, including any outstanding


                                     - 28 -

<PAGE>

loan, is the loan value.   In the first Policy year, the loan value is 75% of 

     -    The policy value MINUS

     -    Any surrender charges, unpaid monthly insurance protection charges 
          and outstanding loan interest through the end of the Policy year

After the first Policy Year, the loan value is 90% of 

     -    The policy value MINUS

     -    Any surrender charges

There is no minimum loan.  We will usually pay the loan within seven days 
after we receive the written request.  We may delay the payment of loans as 
stated in "OTHER POLICY PROVISIONS - Delay of Benefit Payments."

We will allocate the loan among the sub-accounts and the fixed account 
according to your instructions.  If you do not make an allocation, we will 
make a pro-rata allocation.  We will transfer policy value in each 
sub-account equal to the Policy loan to the fixed account.  We will not count 
this transfer as a transfer subject to the transfer charge.

Policy value equal to the outstanding loan will earn monthly interest in the 
fixed account at an annual rate of at least 6.0% (8.0% for preferred loans).  
NO OTHER INTEREST WILL BE CREDITED.

PREFERRED LOAN OPTION - This option is available to you upon written request 
after the first Policy year.  It may be revoked by you at any time.

The preferred loan option is available during Policy years 2-10 only if your 
policy value, minus the surrender charge, is $50,000 or more.  The option 
applies to up to 10% of this amount.  After the  10th Policy year, the 
preferred loan option is available on all loans or on all or a part of the 
loan value as you request.  The guaranteed annual interest rate credited to 
the policy value securing a preferred loan will be 8%.

There is some uncertainty as to the tax treatment of preferred loans.  
Consult a qualified tax adviser (and see "FEDERAL TAX CONSIDERATIONS").  

LOAN INTEREST CHARGED - Interest accrues daily at the annual rate of 8.0%. 
Interest is due and payable in arrears at the end of each Policy year or for 
as short a period as the loan may exist.  Interest not paid when due will be 
added to the loan amount and bears interest at the same rate. 

REPAYMENT OF OUTSTANDING LOAN - You may pay any loans before Policy lapse. We 
will allocate that part of the policy value in the fixed account that secured 
a repaid loan to the sub-accounts and fixed account according to your 
instructions.  If you do not make a repayment allocation, we will allocate 
policy value according to your most recent payment allocation instructions. 
However, loan repayments allocated to the variable account cannot exceed 
policy value previously transferred from the variable account to secure the 
outstanding loan.

If the outstanding loan exceeds the policy value less the surrender charge, 
the Policy will terminate.  We will mail a notice of termination to the last 
known address of you and any assignee.  If you do not make sufficient payment 
within 62 days after this notice is mailed, the Policy will terminate with no 
value. See "POLICY TERMINATION AND REINSTATEMENT."

EFFECT OF POLICY LOANS - Policy loans will permanently affect the policy 
value and surrender value, and may permanently affect the death benefit.  The 
effect could be favorable or unfavorable, depending on whether the investment 
performance of the sub-accounts is less than or greater than the interest 
credited to the policy value in the fixed account that secures the loan.

We will deduct any outstanding loan from the proceeds payable when the 
Insured dies or from a surrender.

                      POLICY TERMINATION AND REINSTATEMENT


                                     - 29 -

<PAGE>

TERMINATION - The Policy will terminate if 

     -    Surrender value is insufficient to cover the next monthly insurance
          protection charge plus loan interest accrued OR

     -    Outstanding loan exceeds the policy value less surrender charges

If one of these situations occurs, the Policy will be in default. You will 
then have a grace period of 62 days, measured from the date of default, to 
pay a premium sufficient to prevent termination. On the date of default, we 
will send a notice to you and to any assignee of record. The notice will 
state the premium due and the date by which it must be paid.

Failure to pay a sufficient premium within the grace period will result in 
Policy termination. If the Insured dies during the grace period, we will 
deduct from the net death benefit any monthly insurance protection charges 
due and unpaid through the Policy month in which the Insured dies and any 
other overdue charge.

During the first 48 Policy months following the date of issue or an increase 
in the face amount, a guarantee may apply to prevent the Policy from 
terminating because of insufficient surrender value.  This guarantee applies 
if, during this period, you pay premiums that, when reduced by partial 
withdrawals and  partial withdrawal costs, equal or exceed specified minimum 
monthly payments.  The specified minimum monthly payments are based on the 
number of months the Policy, increase in face amount or policy change that 
causes a change in the minimum monthly payment has been in force.  A policy 
change that causes a change in the minimum monthly payment is a change in the 
face amount or the addition or deletion of a rider.  Except for the first 48 
months after the date of issue or the effective date of an increase, payments 
equal to the minimum monthly payment do not guarantee that the Policy will 
remain in force.  

REINSTATEMENT - A terminated Policy may be reinstated within three years of 
the date of default and before the final payment date.  The reinstatement 
takes effect on the monthly processing date following the date you submit to 
us

     -    Written application for reinstatement

     -    Evidence of insurability showing that the Insured is insurable
          according to our underwriting rules AND

     -    A payment that, after the deduction of the payment expense charge, is
          large enough to cover the minimum amount payable

Policies which have been surrendered may not be reinstated.

MINIMUM AMOUNT PAYABLE - If reinstatement is requested when less than 48 
monthly insurance protection charges have been paid since the date of issue 
or  increase in the face amount, you must pay the LESSER of:

     -    The minimum monthly payment for the three months beginning on the date
          of reinstatement OR

     -    The SUM of

          -    The amount by which the surrender charge on the date of
               reinstatement exceeds the policy value on the date of default
               PLUS

          -    Monthly insurance protection charges for the three months
               beginning on the date of reinstatement

If you request reinstatement more than 48 monthly processing dates from the 
date of issue or increase in the face amount, you must pay the sum shown 
above without regard to the three months of minimum monthly payments. 

SURRENDER CHARGE - The surrender charge on the date of reinstatement is the 
surrender charge that would have been in effect had the Policy remained in 
force from the date of issue. 

POLICY VALUE ON REINSTATEMENT - The policy value on the date of reinstatement 
is:

     .    The net payment made to reinstate the Policy and interest earned from
          the date the payment was received at


                                     - 30 -

<PAGE>

          our principal office PLUS

     .    The policy value less any outstanding loan on the date of default (not
          to exceed the surrender charge on the date of reinstatement) MINUS

     .    The monthly insurance protection charges due on the date of
          reinstatement

You may reinstate any outstanding loan.

                            OTHER POLICY PROVISIONS

POLICY OWNER - The policy owner is the Insured unless another policy owner 
has been named in the application or enrollment form.  As policy owner, you 
are entitled to exercise all rights under your Policy while the Insured is 
alive, with the consent of any irrevocable beneficiary.  The consent of the 
Insured is required whenever the face amount is increased.

BENEFICIARY -The beneficiary is the person or persons to whom the net death 
benefit is payable on the Insured's death.  Unless otherwise stated in the 
Policy, the beneficiary has no rights in the Policy before the Insured dies. 
While the Insured is alive, you may change the beneficiary, unless you have 
declared the beneficiary to be irrevocable.  If no beneficiary is alive when 
the Insured dies, the owner (or the owner's estate) will be the beneficiary.  
If more than one beneficiary is alive when the Insured dies, we will pay each 
beneficiary in equal shares, unless you have chosen otherwise.  Where there 
is more than one beneficiary, the interest of a beneficiary who dies before 
the Insured will pass to surviving beneficiaries proportionally.

ASSIGNMENT - You may assign a Policy as collateral or make an absolute 
assignment.  All Policy rights will be transferred as to the assignee's 
interest.  The Consent of the assignee may be required to make changes in 
payment allocations, make transfers or to exercise other rights under the 
Policy.  We are not bound by an assignment or release thereof, unless it is 
in writing and recorded at our principal office.  When recorded, the 
assignment will take effect on the date the written request was signed.  Any 
rights the assignment creates will be subject to any payments we made or 
actions we took before the assignment is recorded.  We are not responsible 
for determining the validity of any assignment or release.

The following Policy provisions may vary by state.

LIMIT ON RIGHT TO CHALLENGE POLICY - We cannot challenge the validity of your 
Policy if the Insured was alive after the Policy had been in force for two 
years from the date of issue.  Also, we cannot challenge the validity of any 
increase in the face amount if the Insured was alive after the increase was 
in force for two years from the effective date of the increase.

SUICIDE - The net death benefit will not be paid if the Insured commits 
suicide, while sane or insane, within two years from the date of issue.  
Instead, we will pay the beneficiary all payments made for the Policy, 
without interest, less any outstanding loan and partial withdrawals.  If the 
Insured commits suicide, while sane or insane, within two years from any 
increase in face amount, we will not recognize the increase.  We will pay to 
the beneficiary the monthly insurance protection charges paid for the 
increase.

MISSTATEMENT OF AGE OR SEX - If the Insured's age or sex is not correctly 
stated in the Policy application or enrollment form, we will adjust benefits 
under the Policy to reflect the correct age and sex.  The adjusted benefit 
will be the benefit that the most recent monthly insurance protection charge 
would have purchased for the correct age and sex.  We will not reduce the 
death benefit to less than the guideline minimum sum insured.  For a unisex 
Policy, there is no adjusted benefit for misstatement of sex.

DELAY OF PAYMENTS - Amounts payable from the variable account for surrender, 
partial withdrawals, net death benefit, Policy loans and transfers may be 
postponed whenever

     .    The New York Stock Exchange is closed other than customary weekend 
          and holiday closings

     .    The SEC restricts trading on the New York Stock Exchange


                                     - 31 -

<PAGE>

     .    The SEC determines an emergency exists, so that disposal of 
          securities is not reasonably practicable or it is not reasonably 
          practicable to compute the value of the variable account's net 
          assets

We may delay paying any amounts derived from payments you made by check until 
the check has cleared your bank.

We reserve the right to defer amounts payable from the fixed account.  This 
delay may not exceed six months.

                           FEDERAL TAX CONSIDERATIONS

The following summary of federal tax considerations is based on our 
understanding of the present federal income tax laws as they are currently 
interpreted.  Legislation may be proposed which, if passed, could adversely 
and possibly retroactively affect the taxation of the Policies.  This summary 
is not exhaustive, does not purport to cover all situations, and is not 
intended as tax advice.  We do not address tax provisions that may apply if 
the policy owner is a corporation or the Trustee of an employee benefit plan. 
You should consult a qualified tax adviser to apply the law to your 
circumstances.

   

ALLMERICA FINANCIAL AND THE VARIABLE ACCOUNT - Allmerica Financial is taxed 
as a life insurance company under Subchapter L of the Internal Revenue Code.  
We file a consolidated tax return with our parent and affiliates.  We do not 
currently charge for any income tax on the earnings or realized capital gains 
in the variable account.  We do not currently charge for federal income taxes 
respecting the variable account.  A charge may apply in the future for any 
federal income taxes we incur.  The charge may become necessary, for example, 
if there is a change in our tax status.  Any charge would be designed to 
cover the federal income taxes on the investment results of the variable 
account.

    

   

Under current laws, Allmerica Financial may incur state and local taxes 
besides premium taxes.  These taxes are not currently significant.  If there 
is a material change in these taxes affecting the variable account, we may 
charge for taxes paid or for tax reserves.

    

TAXATION OF THE POLICIES - We believe that the Policies described in this 
prospectus are life insurance contracts under Section 7702 of the Internal 
Revenue Code.  Section 7702 affects the taxation of life insurance contracts 
and places limits on the relationship of the policy value to the death 
benefit.  As life insurance contracts, the net death benefits of the Policies 
are excludable from the gross income of the beneficiaries.  Also, any 
increase in policy value is not taxable until received by you or your 
designee (but see "MODIFIED ENDOWMENT POLICIES").

Federal tax law requires that the investment of each sub-account funding the 
Policies is adequately diversified according to Treasury regulations.  
Although we do not have control over the investments of the funds, we believe 
that the funds currently meet the Treasury's diversification requirements.  
We will monitor continued compliance with these requirements.  

The Treasury Department has announced that previous regulations on 
diversification do not provide guidance concerning the extent to which Policy 
owners may direct their investments to divisions of a separate investment 
account.  Regulations may provide guidance in the future.  The Policies or 
our administrative rules may be modified as necessary to prevent a policy 
owner from being considered the owner of the assets of the variable account.

We believe that non-preferred loans received under a Policy will be treated 
as indebtedness of the policy owner for federal income tax purposes.  Under 
current law, these loans will not constitute income for the policy owner 
while the Policy is in force (but see "MODIFIED ENDOWMENT POLICIES").  
However, there is a risk that a preferred loan may be characterized by the 
IRS as a withdrawal and taxed accordingly.  At the present time, the IRS has 
not issued any guidance on whether loans with the attributes of a preferred 
loan should be treated differently than a non-preferred loan.  This lack of 
specific guidance makes the tax treatment of preferred loans uncertain.  In 
the event IRS guidelines are issued in the future, you may revoke your 
request for a preferred loan.  Section 264 of the Internal Revenue Code 
restricts the deduction of interest on Policy loans.  Consumer interest paid 
on Policy loans under an individually owned Policy is not tax deductible.  No 
tax deduction for interest is allowed on Policy loans exceeding $50,000 in 
aggregate, if the Insured is an officer or employee of, or is financially 
interested in, any business carried on by the taxpayer.

A surrender, partial withdrawal, change in the death benefit option, change 
in the face amount, lapse with Policy loan outstanding, or assignment of the 
Policy may have tax consequences.   Within the first fifteen Policy years, a 
distribution of cash required under Section 7702 of the Internal Revenue Code 
because of a reduction of benefits under the Policy


                                     - 32 -

<PAGE>

will be taxed to the policy owner as ordinary income respecting any 
investment earnings.  Federal, state and local income, estate, inheritance, 
and other tax consequences of ownership or receipt of Policy proceeds depend 
on the circumstances of each Insured, policy owner or beneficiary.

MODIFIED ENDOWMENT POLICIES - The Technical and Miscellaneous Revenue Act of 
1988 ("Act") adversely affects the tax treatment of distributions under 
so-called "modified endowment contracts."  Under the Act, a Policy may be 
considered a "modified endowment contract" if

     -    Total payments during the first seven Policy years EXCEED

     -    The total net level payments payable had the Policy provided for
          paid-up future benefits after making seven level payments.  If the
          Policy is considered a modified endowment contract, distributions
          (including Policy loans, partial withdrawals, surrenders and
          assignments) will be taxed on an "income-first" basis and includible
          in gross income to the extent that the surrender value exceeds the
          policy owner's investment in the Policy.  Any other amounts will be
          treated as a return of capital up to the policy owner's basis in the
          Policy.  A 10% tax is imposed on that part of any distribution that 
          is includible in income, unless the distribution is

     -    Made after the taxpayer becomes disabled,

     -    Made after the taxpayer attains age 59 1/2, OR

     -    Part of a series of substantially equal periodic payments for the
          taxpayer's life or life expectancy or joint life expectancies of the
          taxpayer and beneficiary

All modified endowment contracts issued by the same insurance company to the 
same policy owner during any 12-month period will be treated as a single 
modified endowment contract in computing taxable distributions.

Currently, we review each Policy when payments are received to determine if 
the payment will render the Policy a modified endowment contract.  If a 
payment would so render the Policy, we will notify you of the option of 
requesting a refund of the excess payment.  The refund process must be 
completed within 60 days after the Policy anniversary or the Policy will be 
permanently classified as a modified endowment contract.

                                  VOTING RIGHTS

Where the law requires, we will vote fund shares that each sub-account holds 
according to instructions received from Policy owners with policy value in 
the sub-account.  If, under the 1940 Act or its rules, we may vote shares in 
our own right, whether or not the shares relate to the Policies, we reserve 
the right to do so.

We will provide each person having a voting interest in a fund with proxy 
materials and voting instructions.  We will vote shares held in each 
sub-account for which no timely instructions are received in proportion to 
all instructions received for the sub-account.  We will also vote in the same 
proportion our shares held in the variable account that do not relate to the 
Policies.

We will compute the number of votes that a policy owner has the right to 
instruct on the record date established for the fund.  This number is the 
QUOTIENT of

     -    Each policy owner's policy value in the sub-account DIVIDED BY

     -    The net asset value of one share in the fund in which the assets of
          the sub-account are invested

We may disregard voting instructions Policy owners or the Trustees initiate 
in favor of any change in the investment policies or in any investment 
adviser or principal underwriter.  Our disapproval of any change must be 
reasonable. A change in investment policies or investment adviser must be 
based on a good faith determination that the change would be contrary to 
state law or otherwise is improper under the objectives and purposes of the 
funds.  If we do disregard voting instructions, we will include a summary of 
and reasons for that action in the next report to Policy owners.


                                     - 33 -

<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR.

    The principal business address of all the following Directors and 
    Officers is:
    440 Lincoln Street
    Worcester, Massachusetts 01653

   

<TABLE>
<CAPTION>

Name and Position                  Principal Occupations During the Past 5 Years
- -----------------                  ----------------------------------------------
<S>                                <C>
Bruce C. Anderson                  Director of First Allmerica since 1996; Vice
 Director and Vice President       President, First Allmerica

Abigail M. Armstrong               Secretary of First Allmerica since 1996;
 Secretary and Counsel             Counsel, First Allmerica

Mark R. Colborn                    Vice President and Controller, First Allmerica
 Vice President and Controller

Kruno Huitzingh                    Director of First Allmerica since 1996;
 Director, Vice President and      Vice President and Chief Information Officer,
   and Chief Information           First Allmerica since 1993; Executive Vice
   Officer                         President, Chicago Board Options Exchange,
                                   1985 to 1993

James R. McAuliffe                 Director of First Allmerica since 1996;
 Director                          President and CEO, Citizens Insurance
                                   Company of America since 1995; Vice
                                   President and Chief Investment Officer,
                                   First Allmerica, 1986 to 1994

John F. Kelly                      Director of First Allmerica since 1996;
 Director                          Senior Vice President, General Counsel and
                                   Assistant Secretary, First Allmerica

John F. O'Brien                    Director, Chairman of the Board, President
 Director and Chairman of the      and Chief Executive Officer of First Allmerica
   Board

Edward J. Parry, III               Vice President and Treasurer, First Allmerica
 Vice President and Treasurer      since 1993; Assistant Vice President to 1992
                                   to 1993; Manager, Price Waterhouse 1987 to
                                   1992

Richard M. Reilly                  Director of First Allmerica since 1996;
 Director and Vice President       Vice President, First Allmerica; Director
                                   and President, Allmerica Investments, Inc.;
                                   Director and President Allmerica Investment
                                   Management Company, Inc. since 1992.
                                   Director and Executive Vice President,
                                   1990 to 1992.

Larry C. Renfro                    Director of First Allmerica since 1996;
                                   Vice President, First Allmerica

Theodore J. Rupley                 Director of First Allmerica since 1996;
 Director                          President, The Hanover Insurance Company
                                   since 1992; President, Fountain Powerboats,
                                   1992: President; Metropolitan Property &
                                   Casualty Company, 1986-1992

Phillip E. Soule                   Director of First Allmerica since 1996;
 Director                          Vice President, First Allmerica

Eric Simonsen                      Director of First Allmerica since 1996;
 Director, Vice President and      Vice President and Chief Financial Officer,
  Chief Financial Officer          First Allmerica

Diane E. Wood                      Director of First Allmerica since 1996;
 Director and Vice President       Vice President First Allmerica

</TABLE>

    

                                  DISTRIBUTION
   

Allmerica Investments, Inc., an indirect wholly owned subsidiary of First
Allmerica, acts as the principal underwriter and general distributor of the
Policies.  Allmerica Investments, Inc. is registered with the SEC as a
broker-dealer and is a member of the National Association of Securities 
Dealers. Broker-dealers sell the Policies through their registered 
representatives who are appointed by us.

    

                                     - 34 -

<PAGE>

We pay to broker-dealers who sell the Policy commissions based on a 
commission schedule.  After the date of issue or an increase in face amount, 
commissions will be 90 percent of the first-year payments up to a payment 
amount we established and 4 percent of any excess.  Commissions will be 2 
percent for subsequent payments, plus 0.25% of unloaned policy value.  To the 
extent permitted by NASD rules, promotional incentives or payments may also 
be provided to broker-dealers based on sales volumes, the assumption of 
wholesaling functions or other sales-related criteria.  Other payments may be 
made for other services that do not directly involve the sale of the 
Policies.  These services may include the recruitment and training of 
personnel, production of promotional literature, and similar services. 

We intend to recoup commissions and other sales expenses through

  -  The front-end sales load

  -  The deferred sales charge

  -  Investment earnings on amounts allocated under the Policies to the fixed
     account 

Commissions paid on the Policies, including other incentives or payments, are 
not charged to Policy owners or to the Separate Account.

                                     REPORTS

We will maintain the records for the variable account.  We will promptly send 
you statements of  transactions under your Policy, including

  -  Payments

  -  Changes in face amount

  -  Changes in death benefit option

  -  Transfers among sub-accounts and the fixed account

  -  Partial withdrawals

  -  Increases in loan amount or loan repayments,

  -  Lapse or termination for any reason

  -  Reinstatement

   

We will send an annual statement to you that will summarize all of the above 
transactions and deductions of charges during the Policy year.  It will also 
set forth the status of the death benefit, policy value, surrender value, 
amounts in the sub-accounts and fixed account, and any Policy loans.  We will 
send you reports containing financial statements and other information for 
the variable account, the Trust, VIP and T.Rowe Price as the 1940 Act requires.

    

                             PERFORMANCE INFORMATION

We may advertise "total return" and "average annual total return."  Total 
return and average annual total return are based on the hypothetical profile 
of a representative Policy owner and historical earnings and are not intended 
to indicate future performance.  

"Total return" is the total income generated net of certain expenses and 
charges.  "Average annual total return" is net of the same expenses and 
charges, but reflects the hypothetical return compounded annually.  This 
hypothetical return is equal to cumulative return had performance been 
constant over the entire period.  Average annual total returns are not the 
same as yearly results and tend to smooth out variations in the fund's return.

Performance information under the Policies is net of fund expenses, mortality 
and expense risk charges, administrative


                                     - 35 -

<PAGE>

charges, monthly insurance protection charges and surrender charges.  We take 
a representative Policy owner and assume that

  -  The Insured is a male Age 36, standard (non-smoker) underwriting class

  -  The Policy owner had allocations in each of the sub-accounts for the fund
     durations shown, and 

  -  There was a full surrender at the end of the applicable period

We may compare performance information for a sub-account in reports and 
promotional literature to

  -  Standard & Poor's 500 Stock Index ("S & P 500")

  -  Dow Jones Industrial Average ("DJIA")

  -  Shearson Lehman Aggregate Bond Index

  -  Other unmanaged indices of unmanaged securities widely regarded by
     investors as representative of the securities markets

  -  Other groups of variable life separate accounts or other investment
     products tracked by Lipper Analytical Services

  -  Other services, companies, publications, or persons such as Morningstar,
     Inc., who rank the investment products on performance or other criteria

  -  The Consumer Price Index

Unmanaged indices may assume the reinvestment of dividends but generally do 
not reflect deductions for insurance and administrative charges, separate 
account charges and fund management costs and expenses.  

Performance information for any sub-account reflects only the performance of 
a hypothetical investment in the sub-account during a period.  It is not 
representative of what may be achieved in the future.  However, performance 
information may be helpful in reviewing market conditions during a period and 
in considering a fund's success in meeting its investment objectives.

In advertising, sales literature, publications or other materials, we may 
give information on various topics of interest to Policy owners and 
prospective Policy owners.  These topics may include 

  -  The relationship between sectors of the economy and the economy as a whole
     and its effect on various securities markets, investment strategies and
     techniques (such as value investing, market timing, dollar cost averaging,
     asset allocation and automatic account rebalancing)

  -  The advantages and disadvantages of investing in tax-deferred and taxable
     investments

  -  Customer profiles and hypothetical payment and investment scenarios

  -  Financial management and tax and retirement planning

  -  Investment alternatives to certificates of deposit and other financial
     instruments, including comparisons between the Policies and the
     characteristics of and market for the financial instruments.

The Policies were first offered to the public in 1994.  However, the Company 
may advertise "Total Return" and "Average Annual Total Return" performance 
information based on the periods that the Underlying Funds have been  in 
existence.  The results for any period prior to the Policies being offered 
will be calculated as if the Policies had been offered during that period of 
time, with all charges assumed to be those applicable to the Sub-Accounts, 
the Underlying Funds, and (in Table 1) under a "representative" Policy that 
is surrendered at the end of the applicable period.  For more information on 
charges under the Policies, see CHARGES AND DEDUCTIONS.


                                     - 36 -

<PAGE>

In each table below, "One-Year Total Return" refers to the total of the 
income generated by a sub-account, based on certain charges and assumptions 
as described in the respective tables, for the one-year period ended December 
31, 1995.  "Average Annual Total Return" is based on the same charges and 
assumptions, but reflects the hypothetical annually compounded return that 
would have produced the same cumulative return if the Sub-Account's 
performance had been constant over the entire period.  Because average annual 
total  returns tend to smooth out variations in annual performance return, 
they are not the same as actual year-by-year results.

                        Table 1: SUB-ACCOUNT PERFORMANCE
             NET OF ALL CHARGES AND ASSUMING SURRENDER OF THE POLICY

The following performance information is based on the periods that the 
Underlying Funds have been in existence.  The data is net of expenses of the 
Underlying Funds, all Sub-Accounts charges, and all Policy charges (including 
surrender charges) for a representative Policy.  It is assumed that the 
Insured is Male, Age 36, standard (nonsmoker) Premium Class, that the Face 
Amount of the Policy is $250,000, that an annual premium payment of $3,000 
(approximately  one Guideline Annual Premium) was made at the beginning of 
each Policy year, that all premiums were allocated to each Sub-Account 
individually, and that there was a full surrender of the Policy at the end of 
the applicable period.

   

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
                                                Average Annual Total Return as of 12/31/95
                                                ------------------------------------------
    Underlying                     One-Year                           Since    Years Since
       Fund                      Total return   3 years   5 years   Inception   Inception*
- ------------------------------------------------------------------------------------------
<S>                              <C>            <C>       <C>       <C>        <C>
Money Market                       -100.00%     -23.22%    -7.62%     1.04%       10.00
Select Aggressive Growth            -84.79%      -9.56%      N/A     -0.86%        3.36
Select Growth                       -91.59%     -19.40%      N/A    -12.62%        3.36
Select Growth and Income            -86.52%     -12.42%      N/A    -10.68%        3.36
Select Income                       -98.33%     -19.49%      N/A    -16.57%        3.36
Select International Equity         -95.97%       N/A        N/A    -61.27%        1.67
Select Cap. Appreciation              N/A         N/A        N/A    -27.03%        0.67
VIP High Income                     -95.01%     -13.03%     8.26%     5.13%       10.28
VIP Equity Income                   -82.29%      -4.89%    10.83%     8.30%        9.23
VIP Growth                          -82.05%      -7.52%    10.25%     9.85%        9.23
T. Rowe Price International Stock  -100.00%       N/A        N/A    -67.45%        1.58
- ------------------------------------------------------------------------------------------
</TABLE>

    

                        TABLE II: SUB-ACCOUNT PERFORMANCE
               EXCLUDING MONTHLY POLICY CHARGES AND SURRENDER CHARGES

The following performance information is based on the periods that the 
Underlying Funds have been in existence.  The performance information is net 
of total Underlying Fund expenses, all Sub-Account charges, and premium tax 
and expense charges.  THE DATA DOES NOT REFLECT MONTHLY CHARGES UNDER THE 
POLICIES OR SURRENDER CHARGES.  It is assumed that an annual premium payment 
of $3,000 (approximately one Guideline Annual Premium) was made at the 
beginning of each Policy year and that ALL premiums were allocated to EACH 
Sub-Account individually. 

   

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
                                                Average Annual Total Return as of 12/31/95
                                                ------------------------------------------
    Underlying                     One-Year                           Since    Years Since
       Fund                      Total return   3 years   5 years   Inception   Inception*
- ------------------------------------------------------------------------------------------
<S>                              <C>            <C>       <C>       <C>        <C>

</TABLE>

    


                                     - 37 -

<PAGE>
   

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------
<S>                              <C>            <C>       <C>       <C>        <C>
Money Market                         4.99%        3.42%     3.71%      5.11%      10.00
Select Aggressive Growth            31.22%       14.67%     N/A       19.20%       3.36
Select Growth                       23.59%        6.50%     N/A        9.13%       3.36
Select Growth and Income            29.28%       12.26%     N/A       10.77%       3.36
Select Income                       16.02%        6.43%     N/A        5.85%       3.36
Select International Equity         18.67%        N/A       N/A        8.14%       1.67
Select Cap. Appreciation             N/A          N/A       N/A       38.81%       .067
VIP High Income                     19.75%       11.75%    17.97%     10.91%      10.28
VIP Equity Income                   34.01%       18.64%    20.35%     12.42%       9.23
VIP Growth                          34.28%       16.40%    19.81%     13.91%       9.23
T. Rowe International Stock         10.29%        N/A       N/A        6.45%       1.58
- ------------------------------------------------------------------------------------------

</TABLE>

    

   

*The inception dates for the Underlying Funds are: 4/29/85 for Money 
Market; 8/21/92 for Select Aggressive Growth, Select Growth, Select Income, 
and Select Growth and Income; 5/01/94 for Select International Equity; 
10/09/86 for VIP Growth; 9/19/85 for VIP High Income; 3/31/94 for the T. Rowe
Price International Stock, 4/28/95 for the Select Capital Appreciation Fund.

    

Performance information reflects only the performance of a hypothetical 
investment during the particular time period on which the calculations are 
based.  One-year total return and average annual total return figures are 
based on historical earnings and are not intended to indicate future 
performance. Performance information should be considered in light of the 
investment objectives and policies, characteristics and quality of the 
portfolio of the Underlying Fund in which a Sub-Account invests and the 
market conditions during the given time period, and should not be considered 
as a representation of what may be achieved in the future.

   

                                LEGAL PROCEEDINGS

    

There are no pending legal proceedings involving the variable account or its 
assets.  Allmerica Financial is not involved in any litigation that is 
materially important to its total assets.

                ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS

We reserve the right, subject to law, to make additions to, deletions from, 
or substitutions for the shares that are held in the sub-accounts.  We may 
redeem the shares of a fund and substitute shares of another registered 
open-end management company, if

     -    The shares of the fund are no longer available for investment OR

     -    In our judgment further investment in the fund would be improper 
          based on the purposes of the variable account or the affected 
          sub-account

Where the 1940 Act or other law requires, we will not substitute any shares 
respecting a Policy interest in a sub-account without notice to Policy owners 
and prior approval of the SEC and state insurance authorities.  The variable 
account may, as the law allows, purchase other securities for other policies 
or allow a conversion between policies on a policy owner's request.

We reserve the right to establish additional sub-accounts funded by a new 
fund or by another investment company.  Subject to law, we may, in our sole 
discretion, establish new sub-accounts or eliminate one or more sub-accounts.

   

Shares of the funds are issued to other separate accounts of Allmerica 
Financial and its affiliates that fund variable annuity contracts ("mixed 
funding"). Shares of the Portfolios of VIP and T.Rowe Price are also issued to 
other unaffiliated insurance companies ("shared funding").  It is conceivable 
that in the future such mixed funding or shared funding may be 
disadvantageous for variable life Policy owners or variable annuity Policy 
owners. Allmerica Financial, the Trust, VIP and T.Rowe Price do not believe 
that mixed funding is currently disadvantageous to either variable life 
insurance Policy owners or variable annuity Policy owners.  Allmerica 
Financial Trustees will monitor events to identify any material conflicts 
among Policy owners because of mixed funding.  If the Trustees conclude that 
separate funds should be established for variable life and variable annuity 
separate accounts, we will bear the expenses.

    


                                     - 38 -

<PAGE>

We may change the Policy to reflect a substitution or other change and will 
notify Policy owners of the change.  Subject to any approvals the law may 
require, the variable account or any sub-accounts may be

     -    Operated as a management company under the 1940 Act

     -    Deregistered under the 1940 Act if registration is no longer 
          required  OR

     -    Combined with other sub-accounts or our other separate accounts

                              FURTHER INFORMATION

We have filed a 1933 Act registration statement for this offering with the 
SEC. Under SEC rules and regulations, we have omitted from this prospectus 
parts of the registration statement and amendments.  Statements contained in 
this prospectus are summaries of the Policy and other legal documents.  The 
complete documents and omitted information may be obtained from the SEC's 
principal office in Washington, D.C., on payment of the SEC's prescribed fees.

                             INDEPENDENT ACCOUNTANTS

   

The financial statements of Allmerica Financial 1995 and 1994 and for each of 
the three years in the period ended December 31, 1995 and of the Select 
Separate Account II as of December 31, 1995 and for the periods indicated, 
included in this Prospectus constituting part of the Registration Statement, 
have been so included in reliance on the report of Price Waterhouse LLP, 
independent accountants, given on the authority of said firm as experts in 
auditing and accounting.

    

The financial statements of Allmerica Financial included herein should be 
considered only as bearing on the ability of Allmerica Financial to meet its 
obligations under the Policies.

                    MORE INFORMATION ABOUT THE FIXED ACCOUNT

This prospectus serves as a disclosure document only for the aspects of the 
Policy relating to the variable account.  For complete details on the fixed 
account, read the Policy itself.  The fixed account and other interests in 
the general account are not regulated under the 1933 Act or the 1940 Act 
because of exemption and exclusionary provisions.  1933 Act provisions on the 
accuracy and completeness of statements made in prospectuses may apply to 
information on the fixed part of the Policy and the fixed account.  The SEC 
has not reviewed the disclosures in this section of the Prospectus.

GENERAL DESCRIPTION - You may allocate part or all of your net payments to 
accumulate at a fixed rate of interest in the fixed account.  The fixed 
account is a part of our general account.  The general account is made up of 
all of our general assets other than those allocated to any separate account. 
Allocations to the fixed account become part of our general account assets 
and are used to support insurance and annuity obligations.

FIXED ACCOUNT INTEREST - We guarantee amounts allocated to the fixed account 
as to principal and a minimum rate of interest.  The minimum interest we will 
credit on amounts allocated to the fixed account is 4.0% compounded annually. 
"Excess interest" may or may not be credited at our sole discretion.  We will 
guarantee initial rates on amounts allocated to the fixed account, either as 
payments or transfers, to the next Policy anniversary.  At each Policy 
anniversary, we will credit the then current interest rate to money remaining 
in the fixed account.  We will guarantee this rate for one year.

TRANSFERS, SURRENDERS, PARTIAL WITHDRAWALS AND POLICY LOANS - If a Policy is 
surrendered or if a partial withdrawal is made, a surrender charge or partial 
withdrawal charge may be imposed.  On a decrease in face amount, the 
surrender charge deducted is a fraction of the charge that would apply to a 
full surrender.  We deduct partial withdrawals from policy value allocated to 
the fixed  account on a last-in/first out basis.

The first 12 transfers in a Policy year currently are free.  After that, we 
will deduct a $10 transfer charge for each transfer in that Policy year.  The 
transfer privilege is subject to our consent and to our then current rules.

Policy loans may also be made from the policy value in the fixed account.  We 
will credit that part of the policy value that is equal to any outstanding 
loan with interest at an effective annual yield of at least 6.0% (8.0% for 
preferred loans).


                                     - 39 -

<PAGE>

We may delay transfers, surrenders, partial withdrawals, net death benefits 
and Policy loans up to six months.  However, if payment is delayed for 30 
days or more, we will pay interest at least equal to an effective annual 
yield of 3.0% per year for the deferment.  Amounts from the fixed account 
used to make payments on policies that we or our affiliates issue will not be 
delayed.

                              FINANCIAL STATEMENTS

   

Financial Statements for Allmerica Financial are included in this prospectus, 
starting on the next page.  The financial statements of Allmerica Financial 
should be considered only as bearing on our ability to meet our obligations 
under the Policy.  They should not be considered as bearing on the investment 
performance of the assets held in the variable account.

    

                APPENDIX A - GUIDELINE MINIMUM SUM INSURED TABLE

The guideline minimum sum insured is a percentage of the policy value as set 
forth below, according  to federal tax regulations:


                          GUIDELINE MINIMUM SUM INSURED


    Age of Insured
      on Date of                                                 Percentage of
        Death                                                     Policy Value

    40 and under . . . . . . . . . . . . . . . . . . . . . . .        250%
         45. . . . . . . . . . . . . . . . . . . . . . . . . .        215%
         50. . . . . . . . . . . . . . . . . . . . . . . . . .        185%
         55. . . . . . . . . . . . . . . . . . . . . . . . . .        150%
         60. . . . . . . . . . . . . . . . . . . . . . . . . .        130%
         65. . . . . . . . . . . . . . . . . . . . . . . . . .        120%
         70. . . . . . . . . . . . . . . . . . . . . . . . . .        115%
         75. . . . . . . . . . . . . . . . . . . . . . . . . .        105%
         80. . . . . . . . . . . . . . . . . . . . . . . . . .        105%
         85. . . . . . . . . . . . . . . . . . . . . . . . . .        105%
         90. . . . . . . . . . . . . . . . . . . . . . . . . .        105%
         95 and above. . . . . . . . . . . . . . . . . . . . .        100%

For the ages not listed, the progression between the listed ages is linear.

                    APPENDIX B - OPTIONAL INSURANCE BENEFITS

This Appendix provides only a summary of other insurance benefits available 
by rider for an additional charge.  For more information, contact your 
representative.

WAIVER OF PREMIUM RIDER

    This rider provides that, during periods of total disability continuing
    more than four months, we will add to the policy value each month an amount
    you selected or the amount needed to pay the monthly insurance protection
    charges, whichever is greater.  This amount will keep the Policy in force. 
    This benefit is subject to our maximum issue benefits.  Its cost will
    change yearly.

GUARANTEED INSURABILITY RIDER 

    This rider guarantees that insurance may be added at various option dates
    without Evidence of Insurability.  This benefit may be exercised on the
    option dates even if the Insured is disabled.

OTHER INSURED RIDER


                                     - 61 -

<PAGE>

    This rider provides a term insurance benefit for up to five Insured.  At
    present this benefit is only available for the spouse and children of the
    primary Insured.  The rider includes a feature that allows the "other
    Insured" to convert the coverage to a flexible premium adjustable life
    insurance policy.

OPTION TO ACCELERATE BENEFITS ENDORSEMENT

    This endorsement allows part of the Policy proceeds to be available before
    death if the Insured becomes terminally ill or is permanently confined to
    a nursing home.

EXCHANGE OPTION RIDER

    This rider allows you to use the Policy to insure a different person,
    subject to Company guidelines.


                          APPENDIX C - PAYMENT OPTIONS

PAYMENT OPTIONS - On written request, the surrender value or all or part of 
any payable net death benefit may be paid under one or more payment options 
then offered by Allmerica Financial.  If you do not make an election, we will 
pay the benefits in a single sum.  If a payment option is selected, the 
beneficiary may pay to us any amount that would otherwise be deducted from 
the death benefit.  A certificate will be provided to the payee describing 
the payment option selected.

The amounts payable under a payment option are paid from the general account. 
These amounts are not based on the investment experience of the variable 
account.

SELECTION OF PAYMENT OPTIONS - The amount applied under any one option for 
any one payee must be at least $5,000.  The periodic payment for any one 
payee must be at least $50.  Subject to the policy owner and beneficiary 
provisions, any option selection may be changed before the net death benefit 
become payable.  If you make no selection, the beneficiary may select an 
option when the net death benefit becomes payable.


           APPENDIX D - ILLUSTRATIONS OF DEATH BENEFIT, POLICY VALUES
                            AND ACCUMULATED PAYMENTS

   

The following tables illustrate the way in which a Policy's death benefit and
policy value could vary over an extended period.  The tables assume that all
payments are allocated to and remain in the variable account for the entire
period shown.  They are based on hypothetical gross investment rates of return
for the fund (i.e., investment income and capital gains and losses, realized
or unrealized) equal to constant gross (after tax) annual rates of 0%, 6%,
and 12%.

The tables illustrate a Policy issued to a male, age 30, under a standard
underwriting class and qualifying for the non-smoker discount, and a Policy
issued to a male, age 45, under a standard underwriting class and qualifying
for the non-smoker discount.

The tables illustrate the guaranteed insurance protection rates; and the
current insurance protection rates as presently in effect.

The policy values and death benefit would be different from those shown if 
the gross annual investment rates of return averaged 0%, 6%, and 12% over a 
period of years, but fluctuated above or below the averages for individual 
Policy years.  The values would also be different depending on the allocation 
of a Policy's total policy value among the sub-accounts, if the rates of 
return averaged 0%, 6% or 12, but the rates of each  fund varied above and 
below the averages.

The amounts shown for the death benefit and policy values take into account 
the deduction from payments for the payment expense charges, the deduction 
from policy value for the monthly insurance protection charges, and the daily 
mortality and expense risk charge and administrative charge.  The amounts 
shown in the tables also take into account fund advisory fees and operating 
expenses, which averaged an annual rate of 1.0% of the average daily net 
assets of the funds.  The fees and expenses of each fund vary, and in 1995 
ranged from an annual rate of 0.36% to an annual rate of 1.35% of average 
daily net assets. The fees and expenses of your Policy may be more or less 
than 1.0% in the aggregate, depending on how you make allocations of policy 
value among the sub-accounts.

Under its management agreement with the Trust, Allmerica Investment has
declared a voluntary expense limitation of 1.50% of average net assets for the
Select International Equity Fund, 1.35% for the Select Capital Appreciation
Fund and the Select

    


                                     - 62 -

<PAGE>

   

Aggressive Growth Fund, 1.20% for the Select Growth Fund, 1.10% for the 
Select Growth and Income Fund, 1.00% for the Select Income Fund, and 0.60%
for the Money Market Fund.  Without the effect of the expense limitation, in
1995 the total operation expenses of the Select Capital Appreciation Fund
would have been 1.42% of its average daily net assets.  Fidelity Management has
voluntarily agreed to temporarily limit the total operating expenses 
(excluding interest, taxes, brokerage commissions and extraordinary expenses)
of the Equity-Income and Growth Portfolios to an annual rate of 1.50%, and of
the High Income Portfolio to an annual rate of 1.00% of each Portfolio's
average net assets.  The total operating expenses of the Portfolios of VIP
were less than their respective caps in 1995.  Except as noted, in 1995 the 
operating expenses of the underlying Funds did not exceed the expense 
limitations.

    

Applying the mortality and expense risk charge, the administrative charge, 
and the average fund advisory fees and operating expenses of 1.0% of average 
net assets, the gross annual rates of investment return of 0%, 6% and 12% 
would produce net annual rates of -1.80%, 4.20% and 10.20%, respectively, 
during the first 10 Policy years and -1.65%, 4.35% and 10.35%, respectively, 
after that.

The hypothetical returns shown in the table do not reflect any charges for 
income taxes against the variable account since no charges are currently 
made. However, if in the future the charges are made, to produce illustrated 
death benefits and cash values, the gross annual investment rate of return 
would have to exceed 0%, 6% or 12% by a sufficient amount to cover the tax 
charges.

The second column of the tables show the amount that would accumulate if the 
guideline annual premium were invested to earn interest, (after taxes) at 5% 
compounded annually.

The tables illustrate policy values based on the assumptions that no Policy 
loans have been made, that you have not requested an increase or decrease in 
the initial face amount, that no partial withdrawals have been made, and that 
no more than 12 transfers have been made in any Policy year (so that no 
transaction or transfer charges have been incurred).

On request, we will provide a comparable illustration based on the proposed 
Insured's age, sex, and underwriting class, and the requested face amount, 
death benefit option and riders.

   

To choose the sub-accounts that will best meet your needs and objectives, 
carefully read the prospectuses of the underlying Investment Companies.

    


                                     - 63 -
<PAGE>

   

                         ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                                      SELECT VARIABLE LIFE POLICY

    

<TABLE>
<CAPTION>

                                                                                                        Male Non-Smoker age 30
                                                                                                         Face Amount = $75,000
                                                                                                             Adjustable Option

                                      BASED ON CURRENT MONTHLY INSURANCE PROTECTION CHARGES WITHOUT RIDERS
              Payments        Hypothetical 0%               Hypothetical 6%              Hypothetical 12%
             Made Plus    Gross Investment Return       Gross Investment Return      Gross Investment Return
             Interest
 Policy    At 5%     Surrender   Policy    Death   Surrender  Policy   Death    Surrender  Policy    Death
  Year    Per Year     Value      Value   Benefit    Value    Value   Benefit     Value    Value    Benefit
<S>       <C>        <C>         <C>      <C>      <C>        <C>     <C>       <C>        <C>      <C>
1           1,470         333     1,213   76,213       410    1,290    76,290        487     1,367    76,367
2           3,014       1,396     2,402   77,402     1,626    2,632    77,632      1,866     2,872    77,872
3           4,634       2,020     3,569   78,569     2,481    4,030    79,030      2,980     4,530    79,530
4           6,336       4,056     4,716   79,716     4,827    5,487    80,487      5,696     6,356    81,356
5           8,123       5,283     5,833   80,833     6,446    6,996    81,996      7,810     8,360    83,360

6           9,999       6,482     6,922   81,922     8,121    8,561    83,561     10,120    10,560    85,560
7          11,969       7,660     7,990   82,990     9,860    10,190   85,190     12,653    12,983    87,983
8          14,037       8,810     9,030   84,030    11,657    11,877   86,877     15,423    15,643    90,643
9          16,209       9,931    10,041   85,041    13,516    13,626   88,626     18,455    18,565    93,565
10         18,490      11,026    11,026   86,026    15,440    15,440   90,440     21,775    21,775    96,775

11         20,884      12,001    12,001   87,001    17,344    17,344   92,344     25,337    25,337   100,337
12         23,398      12,947    12,947   87,947    19,317    19,317   94,317     29,253    29,253   104,253
13         26,038      13,865    13,865   88,865    21,363    21,363   96,363     33,561    33,561   108,561
14         28,810      14,752    14,752   89,752    23,482    23,482   98,482     38,299    38,299   113,299
15         31,720      15,610    15,610   90,610    25,678    25,678  100,678     43,510    43,510   118,510

16         34,777      16,441    16,441   91,441    27,957    27,957  102,957     49 248    49,248   124,248
17         37,985      17,239    17,239   92,239    30,314    30,314  105,314     55,560    55,560   130,560
18         41,355      18,009    18,009   93,009    32,760    32,760  107,760     62,509    62,509   137,509
19         44,892      18,752    18,752   93,752    35,297    35,297  110,297     70,162    70,162   145,162
20         48,607      19,467    19,467   94,467    37,927    37,927  112,927     78,590    78,590   153,590

Age 60     97,665      24,725    24,725   99,725    69,873    69,873  144,873    227,418   227,418   302,418
Age 65    132,771      25,769    25,769  100,769    90,199    90,199  165,199    376,741   376,741   451,741
Age 70    177,576      25,480    25,480  100,480   113,899   113,899  188,899    619,398   619,398   694,398
Age 75    226,637      16,672    16,672   91,672   133,134   133,134  208,134  1,004,572 1,004,572 1,079,572

</TABLE>

(1)      Assumes a $1,400 payment is made at the beginning of each Policy 
         Year. Values will be different if payments are made with a different 
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive loans or 
         withdrawals may cause this Policy to lapse because of insufficient 
         policy value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY.  THEY ARE 
NOT  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS 
WILL DEPEND ON INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF 
RETURN FOR THE FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT 
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                                     - 64 -

<PAGE>

              ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                           SELECT VARIABLE LIFE POLICY

   

<TABLE>
<CAPTION>

                                                                                Male Non-Smoker age 30
                                                                                 Face Amount = $75,000
                                                                                     Adjustable Option

                BASED ON GUARANTEED MONTHLY INSURANCE PROTECTION CHARGES WITHOUT RIDERS
             Payments         Hypothetical 0%                 Hypothetical 6%               Hypothetical 12%
            Made plus     Gross Investment Return         Gross Investment Return       Gross Investment Return
             Interest
Policy    At 5%     Surrender   Policy    Death    Surrender   Policy     Death   Surrender   Policy   Death
Year    Per Year     Value      Value   Benefit     Value      Value    Benefit    Value      Value   Benefit
<S>     <C>         <C>         <C>     <C>        <C>         <C>      <C>       <C>         <C>     <C>
 1         1,470        331      1,211   76,211         408     1,288    76,288        485     1,365   76,365
 2         3,014      1,392      2,398   77,398       1,622     2,628    77,628      1,862     2,868   77,868
 3         4,634      2,013      3,562   78,562       2,473     4,023    79,023      2,972     4,521   79,521
 4         6,336      4,044      4,704   79,704       4,814     5,474    80,474      5,681     6,341   81,341
 5         8,123      5,264      5,814   80,814       6,424     6,974    81,974      7,784     8,334   83,334

 6         9,999      6,454      6,894   81,894       8,087     8,527    83,527     10,078    10,518   85,518
 7        11,969      7,623      7,953   82,953       9,812    10,142    85,142     12,591    12,921   87,921
 8        14,037      8,762      8,982   83,982      11,593    11,813    86,813     15,337    15,557   90,557
 9        16,209      9,872      9,982   84,982      13,433    13,543    88,543     18,337    18,447   93,447
10        18,490     10,954     10,954   85,954      15,333    15,333    90,333     21,619    21,619   96,619

11        20,884     11,907     11,907   86,907      17,203    17,203    92,203     25,125    25,125  100,125
12        23,398     12,834     12,834   87,834      19,142    19,142    94,142     28,979    28,979  103,979
13        26,038     13,727     13,727   88,727      21,143    21,143    96,143     33,207    33,207  108,207
14        28,810     14,595     14,595   89,595      23,220    23,220    98,220     37,857    37,857  112,857
15        31,720     15,429     15,429   90,429      25,366    25,366   100,366     42,963    42,963  117,963

16        34,777     16,231     16,231   91,231      27,583    27,583   102,583     48,570    48,570  123,570
17        37,985     17,000     17,000   92,000      29,875    29,875   104,875     54,730    54,730  129,730
18        41,355     17,728     17,728   92,728      32,236    32,236   107,236     61,490    61,490  136,490
19        44,892     18,426     18,426   93,426      34,677    34,677   109,677     68,920    68,920  143,920
20        48,607     19,084     19,084   94,084      37,194    37,194   112,194     77,080    77,080  152,080

Age       97,665     22,721     22,721   97,721      66,142    66,142   141,142    218,316   218,316  293,316
Age 65   132,771     21,463     21,463   96,463      82,363    82,363   157,363    356,417   356,417  431,417
Age 70   177,576     16,474     16,474   91,474      97,870    97,870   172,870    575,779   575,779  650,779
Age 75   234,759      5,469      5,469   80,469     109,513   109,513   184,513    923,791   923,791  998,791

</TABLE>

    

(1)      Assumes a $1,400 payment is made at the beginning of each Policy 
         Year. Values will be different if payments are made with a different 
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive loans or 
         withdrawals may cause this Policy to lapse because of insufficient 
         policy value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY.  THEY ARE 
NOT  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN.  
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.  INVESTMENT RESULTS 
WILL DEPEND ON INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF 
RETURN FOR THE FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT 
BE ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                                      - 65 -

<PAGE>

                 ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                               SELECT VARIABLE LIFE POLICY

   

<TABLE>
<CAPTION>

                                                                                      Male Non-Smoker age 45
                                                                                      Face Amount = $250,000
                                                                                                Level Option
                    BASED ON CURRENT  MONTHLY INSURANCE PROTECTION CHARGES WITHOUT RIDERS
                 Payments       Hypothetical 0%             Hypothetical 6%            Hypothetical 12%
                Made Plus   Gross Investment Return     Gross Investment Return    Gross Investment Return
                Interest
   Policy    At 5%    Surrender  Policy   Death  Surrender   Policy    Death  Surrender   Policy     Death
    Year   Per Year     Value    Value   Benefit   Value     Value    Benefit   Value      Value    Benefit
<S>        <C>        <C>        <C>     <C>     <C>         <C>      <C>     <C>         <C>       <C>
 1          4,410       0        3,169  250,000       63     3,385   250,000      280      3,602   250,000
 2          9,041      2,530     6,233  250,000    3,161     6,865   250,000    3,820      7,523   250,000
 3         13,903      4,010     9,175  250,000    5,258    10,423   250,000    6,613     11,778   250,000
 4         19,008      9,519    12,010  250,000   11,587    14,791   250,000   13,924     16,416   250,000
 5         24,368     12,646    14,722  250,000   15,742    17,818   250,000   19,385     21,461   250,000

 6         29,996     15,649    17,310  250,000   19,982    21,643   250,000   25,295     26,956   250,000
 7         35,906     18,519    19,765  250,000   24,303    25,548   250,000   31,695     32,941   250,000
 8         42,112     21,245    22,076  250,000   28,695    29,526   250,000   38,628     39,458   250,000
 9         48,627     23,817    24,232  250,000   33,154    33,569   250,000   46,145     46,560   250,000
10         55,469     26,219    26,219  250,000   37,668    37,668   250,000   54,300     54,300   250,000

11         62,652     28,489    28,489  250,000   42,283    42,283   250,000   63,214     63,214   250,000
12         70,195     30,644    30,644  250,000   47,040    47,040   250,000   73,027     73,027   250,000
13         78,114     32,686    32,686  250,000   51,950    51,950   250,000   83,848     83,848   250,000
14         86,430     34,616    34,616  250,000   57,022    56,022   250,000   95,797     95,797   250,000
15         95,161     36,429    36,429  250,000   62,261    62,261   250,000  109,002    109,002   250,000

16        104,330     38,120    37,120  250,000   67,674    67,674   250,000  123,614    123,614   250,000
17        113,956     39,686    39,686  250,000   73,272    73,272   250,000  139,802    139,802   250,000
18        124,064     41,119    41,119  250,000   79,060    79,060   250,000  157,757    157,757   250,000
19        134,677     42,409    42,409  250,000   85,046    84,046   250,000  177,697    177,697   250,000
20        145,821     43,549    43,549  250,000   91,239    91,239   250,000  199,872    199,872   250,000

Age 60     95,161     36,429    36,429  250,000   62,261    62,261   250,000  109,002    109,002   250,000
Age 65    145,821     43,549    43,549  250,000   91,239    91,239   250,000  199,872    199,872   250,000
Age 70    210,477     47,032    47,032  250,000  126,052   126,052   250,000  350,530    350,530   406,615
Age 75    292,995     44,636    44,636  250,000  168,683   168,683   250,000  595,205    595,205   636,869

</TABLE>

    

(1)      Assumes a $4,200 payment is made at the beginning of each Policy 
         Year. Values will be different if payments are made with a different 
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive loans or 
         withdrawals may cause this Policy to lapse because of insufficient 
         policy value.

         THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY. 
         THEY ARE NOT  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF
         RETURN. INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN.
         INVESTMENT RESULTS WILL DEPEND ON INVESTMENT ALLOCATIONS AND THE
         DIFFERENT INVESTMENT RATES OF RETURN FOR THE FUNDS. THESE HYPOTHETICAL
         INVESTMENT RATES OF RETURN MAY NOT BE ACHIEVED FOR ANY ONE YEAR OR
         SUSTAINED OVER ANY PERIOD.


                                      - 66 -

<PAGE>

              ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                             SELECT VARIABLE LIFE POLICY

   

<TABLE>
<CAPTION>

                                                                                          Male Non-Smoker age 45
                                                                                          Face Amount = $250,000
                                                                                                    Level Option
           BASED ON GUARANTEED  MONTHLY  INSURANCE PROTECTION CHARGES WITHOUT RIDERS
        Payments       Hypothetical 0%             Hypothetical 6%                Hypothetical 12%
        Made Plus   Gross Investment Return     Gross Investment Return        Gross Investment Return
        Interest
 Policy    At 5%   Surrender   Policy   Death  Surrender   Policy    Death  Surrender   Policy     Death
  Year   Per Year    Value     Value   Benefit   Value     Value    Benefit   Value      Value    Benefit
<S>      <C>       <C>         <C>     <C>     <C>         <C>      <C>     <C>         <C>       <C>
 1          4,410       0       3,164  250,000       58     3,380   250,000      275      3,597   250,000
 2          9,041     2,514     6,218  250,000    3,145     6,849   250,000    3,803      7,507   250,000
 3         13,903     3,972     9,137  250,000    5,218    10,382   250,000    6,569     11,734   250,000
 4         19,008     9,462    11,954  250,000   11,524    14,015   250,000   13,853     16,344   250,000
 5         24,368    12,567    14,643  250,000   15,649    17,725   250,000   19,276     21,352   250,000

 6         29,996    15,521    17,182  250,000   19,829    21,490   250,000   25,113     26,774   250,000
 7         35,906    18,355    19,601  250,000   24,099    25,344   250,000   31,441     32,687   250,000
 8         42,112    21,047    21,878  250,000   28,437    29,267   250,000   38,291     39,122   250,000
 9         48,627    23,573    23,989  250,000   32,824    33,239   250,000   45,698     46,113   250,000
10         55,469    25,913    25,913  250,000   37,242    37,242   250,000   53,706     53,706   250,000

11         62,652    27,698    27,698  250,000   41,343    41,343   250,000   62,061     62,061   250,000
12         70,195    29,282    29,282  250,000   45,473    45,473   250,000   71,180     71,180   250,000
13         78,114    30,668    30,668  250,000   49,641    49,641   250,000   81,163     81,163   250,000
14         86,430    31,836    31,836  250,000   53,832    53,832   250,000   92,104     92,104   250,000
15         95,161    32,764    32,764  250,000   58,032    58,032   250,000  104,115    104,115   250,000

16        104,330    33,429    33,429  250,000   62,227    62,227   250,000  117,330    117,330   250,000
17        113,956    33,808    33,808  250,000   66,405    66,405   250,000  131,906    131,906   250.000
18        124,064    33,879    33,879  250,000   70,553    70,553   250,000  148,028    148,028   250,000
19        134,677    33,591    33,591  250,000   74,640    74,640   250,000  165,909    165,909   250,000
20        145,821    32,866    32,866  250,000   78,612    78,612   250,000  185,796    185,796   250,000

Age 60     95,161    32,764    32,764  250,000   58,032    58,032   250,000  104,115    104,115   250,000
Age 65    142,821    32,866    32,866  250,000   78,612    78,612   250,000  185,796    185,796   250,000
Age 70    210,477    21,270    21,270  250,000   96,148    96,148   250,000  321,352    321,352   372,768
Age 75    292,995      0      (13,006) 250,000  105,323   105,323   250,000  537,013    537,013   574,604

</TABLE>

    

(1)      Assumes a $4,200 payment is made at the beginning of each Policy 
         Year. Values will be different if payments are made with a different 
         frequency or in different amounts.

(2)      Assumes that no Policy loan has been made. Excessive loans or 
         withdrawals may cause this Policy to lapse because of insufficient 
         policy value.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN ARE ILLUSTRATIVE ONLY.  THEY ARE 
NOT  A REPRESENTATION OF PAST OR FUTURE INVESTMENT RATES OF RETURN. 
INVESTMENT RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN. INVESTMENT RESULTS 
WILL DEPEND ON INVESTMENT ALLOCATIONS AND THE DIFFERENT INVESTMENT RATES OF 
RETURN FOR THE FUNDS. THESE HYPOTHETICAL INVESTMENT RATES OF RETURN MAY NOT BE
ACHIEVED FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD.


                                      - 67 -

<PAGE>

                  APPENDIX E - COMPUTING MAXIMUM SURRENDER CHARGES

A separate surrender charge is computed on the date of issue and on each 
increase in face amount.  The maximum surrender charge is a

  -    Deferred administrative charge of $8.50 per $1,000 of initial face 
       amount (or face amount increase) AND

  -    Deferred sales charge of 28.5% of payments received up to the 
       guideline annual premium (GAP)

A further limitation is imposed based on the Standard Non-Forfeiture Law of 
each state.  The maximum surrender charges at the date of issue and on each 
increase in face amount are shown in the table below. During the first two 
Policy years following the date of issue or an increase in face amount, the  
surrender charge may be less than the maximum.  See "CHARGES AND DEDUCTIONS - 
Surrender Charge."  

The maximum surrender charge is level for the first 24 Policy months, reduces 
by 1/96th for the next 96 Policy months, reaching zero at the end of ten 
Policy years.

The Factors used to compute the maximum surrender charges vary with the issue 
age and underwriting class (Smoker) as indicated in the table below.


                                      - 68 -

<PAGE>

               MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT

   

<TABLE>
<CAPTION>

 Age at
issue or          Male            Male          Female          Female          Unisex         Unisex
increase       Nonsmoker         Smoker        Nonsmoker        Smoker        Nonsmoker        Smoker
- --------       ---------         ------        ---------        ------        ---------        ------
<S>            <C>             <C>             <C>            <C>             <C>             <C>
  0             N/A             9.44            N/A            9.21            N/A             9.39
  1             N/A             9.43            N/A            9.20            N/A             9.38
  2             N/A             9.46            N/A            9.23            N/A             9.41
  3             N/A             9.49            N/A            9.25            N/A             9.45
  4             N/A             9.53            N/A            9.28            N/A             9.48
  5             N/A             9.57            N/A            9.31            N/A             9.52
  6             N/A             9.62            N/A            9.34            N/A             9.56
  7             N/A             9.66            N/A            9.38            N/A             9.61
  8             N/A             9.72            N/A            9.41            N/A             9.65
  9             N/A             9.77            N/A            9.45            N/A             9.71
 10             N/A             9.83            N/A            9.49            N/A             9.76
 11             N/A             9.89            N/A            9.53            N/A             9.82
 12             N/A             9.95            N/A            9.58            N/A             9.88
 13             N/A            10.02            N/A            9.62            N/A             9.94
 14             N/A            10.09            N/A            9.67            N/A            10.01
 15             N/A            10.16            N/A            9.72            N/A            10.07
 16             N/A            10.22            N/A            9.78            N/A            10.13
 17             N/A            10.29            N/A            9.83            N/A            10.20
 18             9.90           10.36            9.67           9.89            9.85           10.26
 19             9.95           10.43            9.72           9.95            9.90           10.33
 20            10.00           10.50            9.77          10.01            9.96           10.40
 21            10.06           10.58            9.82          10.07           10.01           10.48
 22            10.12           10.66            9.88          10.14           10.07           10.55
 23            10.19           10.75            9.94          10.21           10.13           10.64
 24            10.25           10.84           10.00          10.29           10.20           10.73
 25            10.33           10.94           10.06          10.37           10.27           10.82
 26            10.41           11.04           10.13          10.46           10.35           10.92
 27            10.49           11.16           10.21          10.54           10.43           11.03
 28            10.58           11.28           10.28          10.64           10.52           11.15
 29            10.68           11.42           10.37          10.74           10.61           11.28
 30            10.78           11.56           10.45          10.84           10.71           11.41
 31            10.89           11.71           10.54          10.96           10.82           11.55
 32            11.00           11.87           10.64          11.07           10.93           11.70
 33            11.12           12.03           10.74          11.20           11.05           11.86
 34            11.25           12.21           10.85          11.33           11.17           12.03
 35            11.39           12.41           10.96          11.47           11.30           12.21
 36            11.54           12.61           11.08          11.61           11.44           12.40
 37            11.69           12.82           11.21          11.77           11.59           12.60
 38            11.85           13.05           11.34          11.93           11.75           12.82
 39            12.03           13.29           11.48          12.10           11.92           13.04
 40            12.21           13.54           11.63          12.28           12.09           13.28

</TABLE>

    


                                      - 69 -

<PAGE>

                     MAXIMUM SURRENDER CHARGE PER $1,000 FACE AMOUNT (continued)

   

<TABLE>
<CAPTION>

 Age at
issue or          Male            Male          Female        Female          Unisex         Unisex
increase       Nonsmoker         Smoker        Nonsmoker      Smoker        Nonsmoker        Smoker
- --------       ---------         ------        ---------      ------        ---------        ------
<S>            <C>              <C>            <C>            <C>           <C>              <C>
  41            12.40           13.81           11.79          12.46           12.28           13.53
  42            12.61           14.09           11.95          12.66           12.47           13.79
  43            12.83           14.39           12.12          12.86           12.68           14.07
  44            13.06           14.71           12.30          13.07           12.90           14.36
  45            13.30           15.04           12.50          13.29           13.14           14.67
  46            13.56           15.39           12.70          13.53           13.38           14.99
  47            13.84           15.76           12.91          13.78           13.65           15.33
  48            14.13           16.16           13.14          14.04           13.93           15.69
  49            14.45           16.57           13.38          14.31           14.22           16.08
  50            14.78           17.02           13.64          14.60           14.54           16.48
  51            15.14           17.49           13.91          14.91           14.88           16.91
  52            15.52           17.99           14.20          15.23           15.24           17.37
  53            15.92           18.52           14.50          15.57           15.62           17.85
  54            16.35           19.08           14.82          15.93           16.03           18.36
  55            16.82           19.67           15.17          16.31           16.46           18.90
  56            17.31           20.29           15.53          16.71           16.93           19.47
  57            17.83           20.96           15.92          17.14           17.42           20.07
  58            18.39           21.66           16.34          17.60           17.95           20.70
  59            18.99           22.41           16.79          18.09           18.51           21.38
  60            19.63           23.20           17.28          18.62           19.11           22.10
  61            20.32           24.05           17.80          19.20           19.76           22.87
  62            21.06           24.96           18.37          19.81           20.46           23.68
  63            21.85           25.92           18.98          20.48           21.20           24.55
  64            22.69           26.94           19.63          21.18           22.00           25.47
  65            23.60           28.01           20.33          21.94           22.85           26.44
  66            24.57           29.15           21.08          22.74           23.77           27.46
  67            25.61           30.35           21.88          23.60           24.74           28.54
  68            26.73           31.63           22.75          24.52           25.80           29.69
  69            27.93           33.00           23.70          25.53           26.93           30.92
  70            29.23           34.46           24.74          26.63           28.16           32.24
  71            30.64           36.02           25.88          27.83           29.48           33.65
  72            32.13           37.70           27.13          29.15           30.90           35.17
  73            33.75           39.48           28.48          30.59           32.44           36.79
  74            35.49           41.35           29.96          32.13           34.09           38.50
  75            37.33           43.32           31.56          33.79           35.85           40.30
  76            39.30           45.37           33.29          35.57           37.73           42.18
  77            41.40           47.52           35.16          37.48           39.74           44.16
  78            43.65           49.76           37.21          39.54           41.91           46.26
  79            46.08           52.15           39.45          41.79           44.25           48.51
  80            48.73           54.71           41.92          44.25           46.82           50.93

</TABLE>

    

                                 EXAMPLES

For the purposes of these examples, assume that a male, age 35, non-smoker 
purchases a $100,000 Policy.  In this example the guideline annual premium 
("GAP") equals $1,014.21.  His maximum surrender charge is calculated as 
follows:

        (1)   Deferred Administrative Charge                    $850.00
              ($8.50/$1,000 of face amount)
        (2)   Deferred Sales Charge                             $491.89
              (48.5% x 1 x GAP)
                                                              ---------

                             TOTAL                            $1,341.89


    Maximum Surrender Charge per Table (11.39 x 100)          $1,139.00


                                      - 70 -

<PAGE>

During the first two Policy years after the date of issue, the actual 
surrender charge is the smaller of the maximum surrender charge and the 
following sum:

        (1)   Deferred Administrative Charge                    $850.00
              ($8.50/$1,000 of face amount)

        (2)   Deferred Sales Charge                              Varies
              (not to exceed 28.5% of payments received,
              up to one GAP)

                                                           Sum of (1) and (2)

The maximum surrender charge is $1,139.00.  All payments are associated with 
the initial face amount unless the face amount is increased.

EXAMPLE 1:

Assume the policy owner surrenders the Policy in the 10th Policy month, 
having paid total payments of $900. The surrender charge would be $1,106.50.

EXAMPLE 2:

Assume the policy owner surrenders the Policy in the 60th month.  Also assume 
that after the 24th Policy month, the maximum surrender charge decreases by 
1/96 per month thereby reaching zero at the end of the 10th Policy year.  In 
this example, the maximum surrender charge would be $711.88.


                                     - 71 -

<PAGE>


ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

(formerly SMA Life Assurance Company)

STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1995

<PAGE>


ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

December 31, 1995

Statutory Financial Statements
Report of Independent Accountants . . . . . . . . . . . . . . . . .  1
Statement of Assets, Liabilities, Surplus and Other Funds . . . . .  3
Statement of Operations and Changes in Capital and Surplus. . . . .  4
Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . .  5
Notes to Statutory Financial Statements . . . . . . . . . . . . . .  6

<PAGE>

                          REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder of
 Allmerica Financial Life Insurance and Annuity Company
 (formerly known as SMA Life Assurance Company)

We have audited the accompanying statutory basis statement of assets,
liabilities, surplus and other funds of Allmerica Financial Life Insurance and
Annuity Company as of December 31, 1995 and 1994, and the related statutory
basis statements of operations and changes in capital and surplus, and of cash
flows for each of the three years ended December 31, 1995. 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 Delaware, which practices
differ from generally accepted accounting principles. The effects 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 Allmerica Financial Life Insurance and Annuity Company as of December 31,
1995 and 1994, or the results of its operations or its cash flows for each of
the three years ended December 31, 1995.

<PAGE>

To the Board of Directors and Stockholder of
 Allmerica Financial Life Insurance and Annuity Company
 (formerly known as SMA Life Assurance Company)

Page 2

In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, surplus and other funds of
Allmerica Financial Life Insurance and Annuity Company as of December 31, 1995
and 1994, and the results of its operations and its cash flows for each of the
three years ended December 31, 1995, on the basis of accounting described in
Note 1.

As discussed in Note 1 to the financial statements, the Company's parent, State
Mutual Life Assurance Company of America, converted from a Massachusetts mutual
life insurance company to a Massachusetts stock life insurance company on
October 16, 1995. In connection with this transaction, the Company changed its
name to Allmerica Financial Life Insurance and Annuity Company and its parent
became a wholly-owned subsidiary of Allmerica Financial Corporation.

/s/Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Boston, MA

February 5, 1996

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

STATEMENT OF ASSETS, LIABILITIES, SURPLUS AND
OTHER FUNDS
as of December 31,
(In thousands)

<TABLE>
<CAPTION>

ASSETS                                                 1995          1994
                                                       ----          ----
<S>                                              <C>             <C>
Cash                                             $      7,791    $     7,248
Investments:
   Bonds                                            1,659,575      1,595,275
   Stocks                                              18,132         12,283
   Mortgage loans                                     239,522        295,532
   Policy loans                                       122,696        116,600
   Real estate                                         40,967         51,288
   Short term investments                               3,500         45,239
   Other invested assets                               40,196         27,443
                                                  -----------    -----------

       Total cash and investments                   2,132,379      2,150,908

Premiums deferred and uncollected                      (1,231)         5,452
Investment income due and accrued                      38,413         39,442
Other assets                                            6,060         10,569
Assets held in separate accounts                    2,978,409      1,869,695
                                                  -----------    -----------

                                                  $ 5,154,030    $ 4,076,066
                                                  -----------    -----------
                                                  -----------    -----------

LIABILITIES, SURPLUS AND OTHER FUNDS

Liabilities:

Policy liabilities:
   Life reserves                                  $   856,239    $   890,880
   Annuity and other fund reserves                    865,216        928,325
   Accident and health reserves                       167,246        121,580
   Claims payable                                      11,047         11,720
                                                  -----------    -----------

        Total policy liabilities                    1,899,748      1,952,505

Expenses and taxes payable                             20,824         17,484
Other liabilities                                      27,499         36,466
Asset valuation reserve                                31,556         20,786
Obligations related to separate account business    2,967,547      1,859,502
                                                  -----------    -----------

        Total liabilities                           4,947,174      3,886,743
                                                  -----------    -----------

Surplus and Other Funds:
   Common stock, $1,000 par value
        Authorized - 10,000 shares
        Issued and outstanding - 2,517 shares           2,517          2,517
   Paid-in surplus                                    199,307        199,307
   Unassigned surplus (deficit)                         4,282        (13,621)
   Special contingency reserves                           750          1,120
                                                  -----------    -----------
        Total surplus and other funds                 206,856        189,323
                                                  -----------    -----------

                                                  $ 5,154,030    $ 4,076,066
                                                  -----------    -----------
                                                  -----------    -----------

</TABLE>

      The accompanying notes are an integral part of these financial statements.

                                          3

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

STATEMENT OF OPERATIONS AND
CHANGES IN CAPITAL AND SURPLUS
for the year ended December 31,
(In thousands)

<TABLE>
<CAPTION>
REVENUE                                                              1995           1994           1993
                                                                     ----           ----           ----
<S>                                                             <C>            <C>            <C>

   Premiums and other considerations:
        Life                                                    $   156,864    $   195,633    $   189,285
        Annuities                                                   729,222        707,172        660,143
        Accident and health                                          31,790         31,927         35,718
        Reinsurance commissions and reserve adjustments              20,198          4,195          2,309
                                                                 ----------     ----------     ----------

             Total premiums and other considerations                938,074        938,927        887,455

   Net investment income                                            167,470        170,430        177,612
   Realized capital losses, net of tax                               (2,295)       (17,172)        (7,225)
   Other revenue                                                     37,466         26,065         19,055
                                                                 ----------     ----------     ----------

             Total revenue                                        1,140,715      1,118,250      1,076,897
                                                                 ----------     ----------     ----------

POLICY BENEFITS AND OPERATING EXPENSES
   Policy benefits:
        Claims, surrenders and other benefits                       391,254        331,418        275,290
        Increase (decrease) in policy reserves                      (22,669)        40,113         15,292
                                                                 ----------     ----------     ----------
             Total policy benefits                                  368,585        371,531        290,582

   Operating and selling expenses                                   150,215        164,175        160,928
   Taxes, except capital gains tax                                   26,536         22,846         19,066
   Net transfers to separate accounts                               556,856        553,295        586,539
                                                                 ----------     ----------     ----------

             Total policy benefits and operating expenses         1,102,192      1,111,847      1,057,115
                                                                 ----------     ----------     ----------

NET INCOME                                                           38,523          6,403         19,782

CAPITAL AND SURPLUS, BEGINNING OF YEAR                              189,323        182,216        171,941
   Unrealized capital gains (losses) on investments                   8,279         12,170         (9,052)
   Transfer from (to) asset valuation reserve                       (10,770)        (9,822)         1,974
   Other adjustments                                                (18,499)        (1,644)        (2,429)
                                                                 ----------     ----------     ----------

CAPITAL AND SURPLUS, END OF YEAR                                 $  206,856     $  189,323     $  182,216
                                                                 ----------     ----------     ----------
                                                                 ----------     ----------     ----------

</TABLE>
      The accompanying notes are an integral part of these financial statements.

                                          4

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

STATEMENT OF CASH FLOWS
for the year ended December 31,
(In thousands)

<TABLE>
<CAPTION>
CASH FLOW FROM OPERATING ACTIVITIES                                 1995           1994           1993
                                                                    ----           ----           ----
<S>                                                              <C>            <C>            <C>
   Premiums, deposits and other income                           $  964,129     $  962,147     $  902,725
   Allowances and reserve adjustments on
        reinsurance ceded                                            20,693          3,279         22,185
   Net investment income                                            170,949        173,294        182,843
   Net increase in policy loans                                      (6,096)        (7,585)        (7,812)
   Benefits to policyholders and beneficiaries                     (393,472)      (330,900)      (298,612)
   Operating and selling expenses and taxes                        (153,504)      (193,796)      (171,533)
   Net transfers to separate accounts                              (608,480)      (600,760)      (634,021)
   Federal income tax (excluding tax on capital gains)               (6,771)       (19,603)         (4828)
   Other sources (applications)                                     (13,642)        19,868          7,757
                                                                 ----------     ----------     ----------

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                                (26,194)         5,944         (1,296)
                                                                 ----------     ----------     ----------

CASH FLOW FROM INVESTING ACTIVITIES
   Sales and maturities of long term investments:
        Bonds                                                       572,640        478,512        386,414
        Stocks                                                          481             63             64
        Real estate and other invested assets                        13,008          3,008         11,094
        Repayment of mortgage principal                              55,202         65,334         79,844
        Capital gains tax                                              (400)          (968)        (3,296)
   Acquisition of long term investments:
        Bonds                                                      (640,339)      (508,603)      (466,086)
        Stocks                                                          (44)          -              -
        Real estate and other invested assets                       (11,929)       (24,544)        (2,392)
        Mortgage loans                                                 (415)          (364)        (2,266)
   Other investing activities                                        (3,206)        18,934        (27,254)
                                                                 ----------     ----------     ----------

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES                                                (15,002)        31,372        (23,878)
                                                                 ----------     ----------     ----------

Net change in cash and short term investments                       (41,196)        37,316        (25,174)

CASH AND SHORT TERM INVESTMENTS
   Beginning of the year                                             52,487         15,171         40,345
                                                                 ----------     ----------     ----------

   End of the year                                                $  11,291      $  52,487      $  15,171
                                                                 ----------     ----------     ----------
                                                                 ----------     ----------     ----------

</TABLE>

      The accompanying notes are an integral part of these financial statements.

                                          5

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

NOTES TO STATUTORY FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION - Allmerica Financial Life Insurance and
Annuity Company ("Allmerica Financial" or the "Company", formerly SMA Life
Assurance Company) is a wholly owned subsidiary of SMA Financial Corp., which is
wholly owned by First Allmerica Financial Life Insurance Company ("First
Allmerica", formerly, State Mutual Life Assurance Company of America), a stock
life insurance company.  On October 16, 1995, First Allmerica converted from a
mutual life insurance company to a stock life insurance company.  Concurrent
with this transaction, First Allmerica became a wholly owned subsidiary of
Allmerica Financial Corporation ("AFC").

The stockholder's equity of the Company is being maintained at a minimum level
of 5% of general account assets by First Allmerica in accordance with a policy
established by vote of  First Allmerica's Board of Directors.

The Company's financial statements have been prepared on the basis of accounting
practices prescribed or permitted by the Insurance Department of the State of
Delaware and in conformity with practices prescribed by the National Association
of Insurance Commissioners (NAIC), which while common in the industry, vary in
some respects from generally accepted accounting principles.  Significant
differences include:

    -    Bonds considered to be "available-for-sale" or "trading" are not
         carried at fair value and changes in fair value are not recognized
         through surplus or the statement of operations, respectively;

    -    The Asset Valuation Reserve, represents a reserve against possible
         losses on investments and is recorded as a liability through a charge
         to surplus.  The Interest Maintenance Reserve is designed to include
         deferred realized gains and losses (net of applicable federal income
         taxes) due to interest rate changes and is also recorded as a
         liability, however, the deferred net realized investment gains and
         losses are amortized into future income generally over the original
         period to maturity of the assets sold.  These liabilities are not
         required under generally accepted accounting principles;

    -    Total premiums, deposits and benefits on certain investment-type
         contracts are reflected in the statement of operations, instead of
         using the deposit method of accounting;

    -    Policy acquisition costs, such as commissions, premium taxes and other
         items, are not deferred and amortized in relation to the revenue/gross
         profit streams from the related contracts;

    -    Benefit reserves are determined using statutorily prescribed interest,
         morbidity and mortality assumptions instead of using more realistic
         expense, interest, morbidity, mortality and voluntary withdrawal
         assumptions with provision made for adverse deviation;

    -    Amounts recoverable from reinsurers for unpaid losses are not recorded
         as assets, but as offsets against the respective liabilities;

    -    Deferred federal income taxes are not provided for temporary
         differences between amounts reported in the financial statements and
         those included in the tax returns;

    -    Certain adjustments related to prior years are recorded as direct
         charges or credits to surplus;

    -    Certain assets, designated as "non-admitted" assets (principally
         agents' balances), are not recorded as assets, but are charged to
         surplus; and,

    -    Costs related to other postretirement benefits are recognized only for
         employees that are fully vested.

                                          6

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

The preparation of financial statements in accordance with practices prescribed
or permitted by the Insurance Department of the State of Delaware and in
conformity with practices prescribed by the NAIC 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 amount of revenues and expenses during
the reporting period.  Actual results could differ from those estimates.

Certain reclassifications have been made to prior year amounts to conform with
the current year presentation.

VALUATION OF INVESTMENTS - Investments in bonds are carried principally at
amortized cost, in accordance with NAIC guidelines.  Preferred stocks are
carried generally at cost and common stocks are carried at market value.  Policy
loans are carried principally at unpaid principal balances.

Mortgage loans on real estate are stated at unpaid principal balances, net of
unamortized discounts.  Mortgage loans are reduced for losses expected by
management to be realized on transfers of mortgage loans to real estate (upon
foreclosure), on the disposition or settlement of mortgage loans and on mortgage
loans which management believes may not be collectible in full.  In determining
the amount of the loss, management considers, among other things, the estimated
fair value of the underlying collateral.  Investment real estate and real estate
acquired through foreclosure are carried at the lower of depreciated cost or
market value.  Depreciation is generally calculated using the straight-line
method.

An asset valuation reserve (AVR) for bonds, mortgage loans, stocks, real estate,
and other invested assets is maintained by appropriations from surplus in
accordance with a formula specified by the NAIC and is classified as a
liability.

FINANCIAL INSTRUMENTS - In the normal course of business, the Company enters
into transactions involving various types of financial instruments including
investments such as bonds, stocks and mortgage loans and investment and loan
commitments.  These instruments involve credit risk and also may be subject to
risk of loss due to interest rate fluctuations.  The Company evaluates and
monitors each financial instrument individually and, when appropriate, obtains
collateral or other security to minimize losses.

RECOGNITION OF PREMIUM INCOME AND ACQUISITION COSTS - In general, premiums are
recognized as revenue over the premium paying period of the policies;
commissions and other costs of acquiring the policies are charged to operations
when incurred.

SEPARATE ACCOUNTS - Separate account assets and liabilities represent segregated
funds administered and invested by the Company for the benefit of certain
variable annuity and variable life contract holders.  Assets consist principally
of bonds, common stocks, mutual funds, and short term obligations at market
value.  The investment income, gains, and losses of these accounts generally
accrue to the contract holders and therefore, are not included in the Company's
net income.  Appreciation and depreciation of the Company's interest in the
separate accounts, including undistributed net investment income, is reflected
in capital and surplus.

INSURANCE RESERVES AND ANNUITY AND OTHER FUND RESERVES - Reserves for life 
insurance, annuities, and accident and health insurance are established in 
amounts adequate to meet the estimated future obligations of policies in 
force. These liabilities are computed based upon mortality, morbidity and 
interest rate assumptions applicable to these coverages, including provision 
for adverse deviation.  Reserves are computed using interest rates ranging 
from 3% to 6% for individual life insurance policies, 3% to 5 1/2% for 
accident and health policies and 3 1/2% to 9 1/2% for annuity contracts.  
Mortality, morbidity and withdrawal assumptions for all policies are based on 
the Company's own experience and industry standards.  The assumptions vary by 
plan, age at issue, year of issue and duration.  Claims reserves are computed 
based on historical experience modified for expected trends in frequency and 
severity.  Withdrawal characteristics of annuity and other fund reserves vary 
by contract.  At December 31, 1995 and 1994, approximately 84% and 77%, 
respectively, of the contracts (included in both the general account and 
separate accounts of the Company) were not subject to discretionary 
withdrawal or were subject to withdrawal at book value less surrender charge.

All policy liabilities and accruals are based on the various estimates discussed
above.  Although the adequacy of these amounts cannot be assured, management
believes that it is more likely than not that policy liabilities and accruals
will be sufficient to meet future obligations of policies in force.  The amount
of liabilities and accruals, however, could be revised in the near term if the
estimates discussed above are revised.

                                          7

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

FEDERAL INCOME TAXES - AFC, its life insurance subsidiaries, First Allmerica and
Allmerica Financial and its non-insurance domestic subsidiaries file a
life-nonlife consolidated United States federal income tax return.  Entities
included within the consolidated group are segregated into either a life
insurance or non-life insurance company subgroup.  The consolidation of these
subgroups is subject to certain statutory restrictions on the percentage of
eligible non-life taxable operating losses that can be applied to offset life
company taxable income.  Allmerica P&C and its subsidiaries file a separate
United States Federal income tax return.

The federal income tax allocation policies and procedures are subject to written
agreement between the companies.  The federal income tax for all subsidiaries in
the consolidated return of AFC is calculated on a separate return basis.  Any
current tax liability is paid to AFC.  Tax benefits resulting from taxable
operating losses or credits of AFC's subsidiaries are not reimbursed to the
subsidiary until such losses or credits can be utilized by the subsidiary on a
separate return basis.

CAPITAL GAINS AND LOSSES - Realized capital gains and losses, net of applicable
capital gains tax or benefit, exclusive of those transferred to the interest
maintenance reserve ("IMR"), are included in the statement of operations.
Unrealized capital gains and losses are reflected as direct credits or charges
to capital and surplus.  The IMR, which is included in other liabilities,
establishes a reserve for realized gains and losses, net of tax, resulting from
changes in interest rates on short and long term fixed income investments.  Net
realized gains and losses charged to the IMR are amortized into net investment
income over the remaining life of the investment sold.   The Company uses the
seriatim method of amortization for interest related gains and losses arising
from the sale of mortgages, and uses the group method to amortize interest
related gains and losses arising from all other fixed income investments.

NOTE 2 - INVESTMENTS

BONDS - The carrying value and fair value of investments in bonds are as
follows:

<TABLE>
<CAPTION>
                                                                                    December 31, 1995
                                                                            Gross                Gross
                                                      Carrying             Unrealized           Unrealized            Fair
(In thousands)                                          Value             Appreciation         Depreciation           Value
                                                        -----             ------------         ------------           -----
<S>                                                  <C>                  <C>                  <C>                  <C>
Federal government bonds                            $   67,039            $    3,063           $     -             $   70,102
State, local and government agency bonds                13,607                 2,290                    23             15,874
Foreign government bonds                                12,121                   772                   249             12,644
Corporate securities                                 1,471,422                55,836                 6,275          1,520,983
Mortgage-backed securities                              95,385                   951                     -             96,336
                                                    ----------            ----------            ----------         ----------

Total                                               $1,659,574            $   62,912            $    6,457         $1,715,939
                                                    ----------            ----------            ----------         ----------
                                                    ----------            ----------            ----------         ----------

                                                                                     December 31, 1995
                                                                             Gross                Gross
                                                      Carrying             Unrealized           Unrealized            Fair
(In thousands)                                          Value             Appreciation         Depreciation           Value
                                                        -----             ------------         ------------           -----
Federal government bonds                            $   17,651            $        8           $       762         $   16,897
State, local and government agency bonds                 1,110                    54                  -                 1,164
Foreign government bonds                                31,863                    83                 3,735             28,211
Corporate securities                                 1,462,871                 8,145                56,011          1,415,005
Mortgage-backed securities                              81,780                   268                 1,737             80,311
                                                    ----------            ----------            ----------         ----------

Total                                               $1,595,275            $    8,558            $   62,245         $1,541,588
                                                    ----------            ----------            ----------         ----------
                                                    ----------            ----------            ----------         ----------

</TABLE>
                                           8

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

The carrying value and fair value by contractual maturity at December 31, 1995,
are shown below.  Actual maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties or the Company may have the right to put or
sell the obligation back to the issuer.  Mortgage-backed securities are
classified based on expected maturities.

<TABLE>
<CAPTION>
                                            Carrying                 Fair
(In thousands)                               Value                   Value
                                             -----                   -----
<S>                                       <C>                     <C>
Due in one year or less                   $  250,578              $  258,436
Due after one year through five years        736,003                 763,179
Due after five years through ten years       538,897                 558,445
Due after ten years                          134,097                 135,880
                                          ----------              ----------

Total                                     $1,659,575              $1,715,940
                                          ----------              ----------
                                          ----------              ----------

</TABLE>

MORTGAGE LOANS AND REAL ESTATE - Mortgage loans and real estate investments, are
diversified by property type and location.  Real estate investments have been
obtained primarily through foreclosure.  Mortgage loans are collateralized by
the related properties and are generally no more than 75% of the property value
at the time the original loan is made.  At December 31, 1995 and 1994, mortgage
loan and real estate investments were distributed by the following types and
geographic regions:

<TABLE>
<CAPTION>
(In thousands)
Property Type                                    1995                1994
- -------------                                    ----                ----
<S>                                        <C>                 <C>
Office buildings                           $   127,149         $   140,292
Residential                                     59,934              57,061
Retail                                          29,578              72,787
Industrial/Warehouse                            38,192              39,424
Other                                           25,636              37,256
                                           -----------         -----------
Total                                      $   280,489         $   346,820
                                           -----------         -----------
                                           -----------         -----------

Geographic Region                                1995                1994
- -----------------                                ----                ----
South Atlantic                             $    86,410         $    92,934
East North Central                              55,991              72,704
Middle Atlantic                                 38,666              48,688
Pacific                                         32,803              39,892
West North Central                              21,486              27,377
Mountain                                         9,939              12,211
New England                                     24,886              26,613
East South Central                               5,487               6,224
West South Central                               4,821              20,177
                                            ----------          ----------

Total                                       $  280,489          $  346,820
                                            ----------          ----------
                                            ----------          ----------

</TABLE>

Reserves for mortgage loans and real estate reflected in the above amounts were
$18.9 million and $21.0 million at December 31, 1995 and 1994, respectively.

                                          9

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

NET INVESTMENT INCOME - The components of net investment income for the year
ended December 31 were as follows:

<TABLE>
<CAPTION>
(In thousands)                                                        1995           1994           1993
                                                                      ----           ----           ----
<S>                                                             <C>            <C>            <C>
Bonds                                                            $  122,318     $  123,495     $  126,729
Stocks                                                                1,653          1,799            953
Mortgage loans                                                       26,356         31,945         40,823
Real estate                                                           9,139          8,425          9,493
Policy loans                                                          9,486          8,797          8,215
Other investments                                                     3,951          1,651            674
Short term investments                                                2,252          1,378            840
                                                                 ----------     ----------     ----------
                                                                    175,155        177,490        187,727
  Less investment expenses                                            9,703          9,138         11,026
                                                                 ----------     ----------     ----------
Net investment income, before IMR amortization                      165,452        168,352        176,701
  IMR amortization                                                    2,018          2,078            911
                                                                 ----------     ----------     ----------
Net investment income                                            $  167,470     $  170,430     $  177,612
                                                                 ----------     ----------     ----------
                                                                 ----------     ----------     ----------

</TABLE>

REALIZED CAPITAL GAINS AND LOSSES - Realized capital gains (losses) on
investments for the years ended December 31 were as follows:

<TABLE>
<CAPTION>
(In thousands)                                                        1995           1994           1993
                                                                      ----           ----           ----
<S>                                                               <C>            <C>           <C>
Bonds                                                             $    727       $    645       $ 10,133
Stocks                                                                (263)           (62)            16
Mortgage loans                                                      (1,083)       (17,142)           (83)
Real estate                                                         (1,892)           605         (2,044)
                                                                  ---------      ---------      ---------
                                                                    (2,511)       (15,954)         8,022
Less income tax                                                        400            968          3,296
                                                                  ---------      ---------      ---------

Net realized capital gains (losses) before transfer to IMR          (2,911)       (16,922)         4,726
Net realized capital gains transferred to IMR                          616           (250)       (11,951)
                                                                  ---------      ---------      ---------

Net realized capital gains (losses)                               $ (2,295)      $(17,172)      $ (7,225)
                                                                  ---------      ---------      ---------
                                                                  ---------      ---------      ---------
</TABLE>

Proceeds from voluntary sales of investments in bonds during 1995, 1994 and 1993
were $22.4 million, $17.9 million, and $13.2 million, respectively.  Gross gains
of $4.3 million, $3.0 million, and $4.5 million and  gross losses of $5.2
million, $4.6 million, and $ .5 million, respectively, were realized on those
sales.

NOTE 3 - FAIR VALUE DISCLOSURES OF FINANCIAL INFORMATION

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" requires disclosure of fair value information
about certain financial instruments (insurance contracts, real estate, goodwill
and taxes are excluded) for which it is practicable to estimate such values,
whether or not these instruments are included in the balance sheet.  The fair
values presented for certain financial instruments are estimates which, in many
cases, may differ significantly from the amounts which could be recognized upon
immediate liquidation.  In cases where market prices are not available,
estimates of fair value are based on discounted cash flow analyses which utilize
current interest rates for similar financial instruments which have comparable
terms  and credit quality.

                                          10

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments:

FINANCIAL ASSETS:

CASH AND SHORT TERM INVESTMENTS - The carrying amounts reported in the statement
of assets, liabilities, surplus and other funds approximate fair value.

BONDS - Fair values are based on quoted market prices, if available.  If a
quoted market price is not available, fair values are estimated using
independent pricing sources or internally developed pricing models using
discounted cash flow analyses.

STOCKS - Fair values are based on quoted market prices, if available.  If a
quoted market price is not available, fair values are estimated using
independent pricing sources or internally developed pricing models.

MORTGAGE LOANS - Fair values are estimated by discounting the future contractual
cash flows using the current rates at which similar loans would be made to
borrowers with similar credit ratings.  The fair value of below investment grade
mortgage loans is limited to the lesser of the present value of the cash flows
or book value.

POLICY LOANS - The carrying amount reported in the statement of assets,
liabilities, surplus and other funds approximates fair value since policy loans
have no defined maturity dates and are inseparable from the insurance contracts.

FINANCIAL LIABILITIES:

ANNUITY AND OTHER FUND RESERVES (WITHOUT MORTALITY/MORBIDITY FEATURES) - Fair
values for the Company's liabilities under individual annuity contracts are
estimated based on current surrender values.

The estimated fair values of the financial instruments as of December 31 were as
follows:

<TABLE>
<CAPTION>
                                                                   1995                                        1996
                                                                   ----                                        ----
                                                     Carrying                 Fair               Carrying              Fair
(In thousands)                                         Value                 Value                 Value              Value
                                                       -----                 -----                 -----              -----
<S>                                                <C>                   <C>                   <C>                <C>
Financial Assets:
   Cash                                             $    7,791            $    7,791            $    7,248         $    7,248
   Short term investments                                3,500                 3,500                45,239             45,239
   Bonds                                             1,659,575             1,715,940             1,595,275          1,541,588
   Stocks                                               18,132                18,414                12,283             12,590
   Mortgage loans                                      239,522               250,196               295,532            291,704
   Policy loans                                        122,696               122,696               116,600            116,600

Financial Liabilities:
   Individual annuity contracts                        803,099               797,024               869,230            862,662
   Supplemental contracts without life
     contingencies                                      16,796                16,796                16,673             16,673
   Other contract deposit funds                            632                   632                 1,105              1,105
</TABLE>
                                           11

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

NOTE 4 - FEDERAL INCOME TAXES

The federal income tax provisions for 1995, 1994 and 1993 were $17.4 million,
$13.1 million and $8.6 million, respectively, which include taxes applicable to
realized capital gains of $.4 million, $1.0 million and $3.3 million.

The effective federal income tax rates were 27%, 67% and 30% in 1995, 1994 and
1993, respectively.  The differences between the federal statutory rate and the
Company's effective tax rates are primarily related to decreases in taxable
income for the write-offs of mortgage loans; and increases in taxable income for
differences in policyholder liabilities for federal income tax purposes and
financial reporting purposes and the deferral of policy acquisition costs for
federal tax purposes.

The consolidated federal income tax returns are routinely audited by the
Internal Revenue Service (IRS) and provisions are routinely made in the
financial statements in anticipation of the results of these audits.  The IRS
has completed its examination of all of the consolidated federal income tax
returns through 1988.   In management's opinion, adequate tax liabilities have
been established for all years.  However, the amount of these liabilities could
be revised in the near term if estimates of the Company's ultimate liability are
revised.

NOTE 5 - REINSURANCE

The Company participates in reinsurance to reduce overall risks, including
exposure to large losses and to permit recovery of a portion of direct losses.
Reinsurance contracts do not relieve the Company from its obligation to its
policyholders.  Reinsurance financial data for the years ended December 31, is
as follows:

<TABLE>
<CAPTION>
(In thousands)                          1995           1994           1993
                                        ----           ----           ----
<S>                                <C>            <C>            <C>
Reinsurance premiums assumed        $  3,442       $  3,788       $  4,190
Reinsurance premiums ceded
                                      42,914         17,430         14,798
Deduction from insurance
 liability including
 reinsurance recoverable on
 unpaid claims                        82,227         46,734         42,805
</TABLE>

Individual life premiums ceded to First Allmerica  aggregated $6.8 million, $7.8
million and $9.0 million in 1995, 1994 and 1993, respectively.  The Company has
also entered into various reinsurance agreements with First Allmerica under
which certain insurance risks related to individual accident and health
business, premium income and related expenses are assumed by the Company from
First Allmerica.  Premiums assumed pursuant to these agreements aggregated $3.4
million, $3.8 million and $4.2 million in 1995, 1994 and 1993, respectively .

During the year Allmerica Financial entered into a coinsurance agreement to
reinsure substantially all of its yearly renewable term life insurance.
Premiums ceded and reinsurance credits taken under this agreement amounted to
$25.4 million and $20.7 million, respectively.  At December 31, 1995, the
deduction from insurance liability, including reinsurance recoverable on unpaid
claims under this agreement was $12.7 million.

NOTE 6 - ACCIDENT AND HEALTH POLICY  AND CLAIM LIABILITIES

The Company regularly updates its estimates of policy and claims liabilities as
new information becomes available and further events occur which may impact the
resolution of unsettled claims for its accident and health line of business.
Changes in prior estimates are generally reflected in results of operations in
the year such changes are determined to be needed and recorded.

The policy and claims liabilities related to the Company's accident and health
business were $169.7 million and $123.5 million at December  31, 1995 and 1994,
respectively.  Accident and health policy and claims liabilities have been
re-estimated for all prior years and were increased by $42.5 million, $10.9
million and $13.2 million, in 1995, 1994 and 1993, respectively, including $21.9
million and $2.8 million recorded as an adjustment to surplus in 1995 and 1993,
respectively.  The unfavorable development is primarily due to reserve
strengthening and adverse experience in the Company's individual accident and
health line of business.

                                          12

<PAGE>

                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
 (a wholly owned subsidiary of First Allmerica Financial Life Insurance Company)

NOTE 7 - DIVIDEND RESTRICTIONS

Delaware has enacted laws governing the payment of dividends to stockholders by
insurers.  These laws affect the dividend paying ability of the Company.
Pursuant to Delaware's statute, the maximum amount of dividends and other
distributions that an insurer may pay in any twelve month period, without the
prior approval of the Delaware Commissioner of Insurance, is limited to the
greater of (i) 10% of its statutory policyholder surplus as of the preceding
December 31 or (ii) the individual company's statutory net gain from operations
for the preceding calendar year (if such insurer is a life company) or its net
income (not including realized capital gains) for  the preceding calendar year
(if such insurer is not a life company).  Any dividends to be paid by an
insurer, whether or not in excess of the aforementioned threshold, from a source
other than statutory earned surplus would also require the prior approval of the
Delaware Commissioner of Insurance.  At January 1, 1996, the Company could pay
dividends of $4.3 million to First Allmerica, without prior approval.

NOTE 8 - OTHER RELATED PARTY TRANSACTIONS

First Allmerica provides management, operating personnel and facilities on a
cost reimbursement basis to the Company.  Expenses for services received from
First Allmerica were $ 85.8 million, $102.5 million and $98.9 million in 1995,
1994 and 1993, respectively.  The net amounts payable to First Allmerica and
affiliates for accrued expenses and various other liabilities and receivables
were $12.6 million and $8.3 million at December 31, 1995 and 1994, respectively.

NOTE 9 - FUNDS ON DEPOSIT

In March 1994, the Company voluntarily withdrew from being licensed in New York.
In connection with the withdrawal First Allmerica, which is licensed in New
York, became qualified to sell the products previously sold by Allmerica
Financial in New York.  The Company agreed with the New York Department of
Insurance to maintain, through a custodial account in New York, a security
deposit, the market value of which will at all times equal 102% of all
outstanding general account liabilities of the Company for New York
policyholders, claimants and creditors.  As of December 31, 1995, the carrying
value and fair value of the assets or deposit was $295.0 million and $303.6
million, respectively, which is in excess of the required amount.

Additional securities with a carrying value of $4.2 million and $3.9 million
were on deposit with various other state and governmental authorities as of
December 31, 1995 and 1994, respectively.

NOTE 10 - LITIGATION

The Company has been named a defendant in various legal proceedings arising in
the normal course of business.  In the opinion of management, based on the
advice of legal counsel, the ultimate resolution of these proceedings will not
have a material effect on the Company's financial statements.

                                          13

<PAGE>

                        ALLMERICA SELECT SEPARATE ACCOUNT

            STATEMENTS OF ASSETS AND LIABILITIES -- December 31, 1995

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                                             SELECT            SELECT
                                                                        AGGRESSIVE GROWTH      GROWTH
- ---------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                 <C>
ASSETS:                                                           
Investment in shares of Allmerica Investment Trust . . . . . . . . . .    $ 3,109,345       $ 2,740,451
Receivable from First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .         14,434            21,964
                                                                          -----------       -----------
 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,123,779         2,762,415

LIABILITIES:
Payable to First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .             --                --
                                                                          -----------       -----------
 Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $ 3,123,779       $ 2,762,415
                                                                          -----------       -----------
                                                                          -----------       -----------
Net asset distribution by category:
 Qualified variable annuity policies . . . . . . . . . . . . . . . . .    $   957,957       $ 1,135,786
 Non-qualified variable annuity policies . . . . . . . . . . . . . . .      2,165,822         1,626,629
 Value of investment by First Allmerica Financial Life Insurance 
  Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . .             --                --
 Value of annuitant mortality fluctuation reserve. . . . . . . . . . .             --                --
                                                                          -----------       -----------
                                                                          $ 3,123,779       $ 2,762,415
                                                                          -----------       -----------
                                                                          -----------       -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . .        733,842           894,909
Net asset value per qualified unit, December 31, 1995. . . . . . . . .    $  1.305399       $  1.269163
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . .      1,659,126         1,281,655
Net asset value per non-qualified unit, December 31, 1995. . . . . . .    $  1.305399       $  1.269163

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                        SELECT
                                                                            SELECT         SELECT          MONEY     INTERNATIONAL
                                                                        GROWTH & INCOME    INCOME         MARKET        EQUITY
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>             <C>            <C>           <C>
ASSETS:                                                           
Investment in shares of Allmerica Investment Trust . . . . . . . . . .   $ 4,858,200    $ 4,694,539    $ 4,396,732    $ 2,143,676
Receivable from First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .         6,357         22,301             --             --
                                                                         -----------    -----------    -----------    -----------
 Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,864,557      4,716,840      4,396,732      2,143,676

LIABILITIES:
Payable to First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .            --             --        106,723          1,892
                                                                         -----------    -----------    -----------    -----------
 Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $ 4,864,557    $ 4,716,840    $ 4,290,009    $ 2,141,784
                                                                         -----------    -----------    -----------    -----------
                                                                         -----------    -----------    -----------    -----------
Net asset distribution by category:
 Qualified variable annuity policies . . . . . . . . . . . . . . . . .   $ 2,273,431    $ 2,385,743    $ 1,921,257    $   673,728
 Non-qualified variable annuity policies . . . . . . . . . . . . . . .     2,581,126      2,322,166      2,359,404      1,467,943
 Value of investment by First Allmerica Financial Life Insurance 
  Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . .            --             --             --            113
 Value of annuitant mortality fluctuation reserve. . . . . . . . . . .        10,000          8,931          9,348             --
                                                                         -----------    -----------    -----------    -----------
                                                                         $ 4,864,557    $ 4,716,840    $ 4,290,009    $ 2,141,784
                                                                         -----------    -----------    -----------    -----------
                                                                         -----------    -----------    -----------    -----------
Qualified units outstanding, December 31, 1995 . . . . . . . . . . . .     1,716,566      2,080,909      1,803,629        597,214
Net asset value per qualified unit, December 31, 1995. . . . . . . . .   $  1.324407    $  1.146491    $  1.065217    $  1.128120
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . .     1,956,442      2,033,245      2,223,727      1,301,329
Net asset value per non-qualified unit, December 31, 1995. . . . . . .   $  1.324407    $  1.146491    $  1.065217    $  1.128120
</TABLE>


55
<PAGE>

                        ALLMERICA SELECT SEPARATE ACCOUNT

<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                                                             SELECT             VIPF
                                                                      CAPITAL APPRECIATION   HIGH INCOME
- ---------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                    <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . .     $  521,164                --
Investment in shares of Fidelity Variable Insurance 
 Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . .             --        $  290,435
Investment in shares of T. Rowe Price International Series, Inc. . . .             --                --
Receivable from First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .         20,188             8,993
                                                                           ----------        ----------
 Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     $  541,352        $  299,428
                                                                           ----------        ----------
                                                                           ----------        ----------
Net asset distribution by category:
 Qualified variable annuity policies . . . . . . . . . . . . . . . . .     $  171,086        $  136,071
 Non-qualified variable annuity policies . . . . . . . . . . . . . . .        369,989           163,138
 Value of investment by First Allmerica Financial Life Insurance 
  Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . .            277               219
                                                                           ----------        ----------
                                                                           $  541,352        $  299,428
                                                                           ----------        ----------
                                                                           ----------        ----------

Qualified units outstanding, December 31, 1995 . . . . . . . . . . . .        123,708           124,118
Net asset value per qualified unit, December 31, 1995. . . . . . . . .     $ 1.382983        $ 1.096305
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . .        267,730           149,007
Net asset value per non-qualified unit, December 31, 1995. . . . . . .     $ 1.382983        $ 1.096305

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                             VIPF           VIPF          T. ROWE
                                                                         EQUITY INCOME     GROWTH   INTERNATIONAL STOCK
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>         <C>
ASSETS:
Investment in shares of Allmerica Investment Trust . . . . . . . . . .            --             --             --
Investment in shares of Fidelity Variable Insurance 
 Products Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  509,423     $  321,102             --
Investment in shares of T. Rowe Price International Series, Inc. . . .            --             --     $  255,141
Receivable from First Allmerica Financial Life Insurance 
 Company (Sponsor) . . . . . . . . . . . . . . . . . . . . . . . . . .         2,096          2,311         27,082
                                                                          ----------     ----------     ----------
 Net assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    $  511,519     $  323,413     $  282,223
                                                                          ----------     ----------     ----------
                                                                          ----------     ----------     ----------
Net asset distribution by category:
 Qualified variable annuity policies . . . . . . . . . . . . . . . . .    $  201,457     $  135,480     $  139,944
 Non-qualified variable annuity policies . . . . . . . . . . . . . . .       309,824        187,686        142,066
 Value of investment by First Allmerica Financial Life Insurance 
  Company (Sponsor). . . . . . . . . . . . . . . . . . . . . . . . . .           238            247            213
                                                                          ----------     ----------     ----------
                                                                          $  511,519     $  323,413     $  282,223
                                                                          ----------     ----------     ----------
                                                                          ----------     ----------     ----------

Qualified units outstanding, December 31, 1995 . . . . . . . . . . . .       169,144        109,704        131,459
Net asset value per qualified unit, December 31, 1995. . . . . . . . .    $ 1.191039     $ 1.234960     $ 1.064543
Non-qualified units outstanding, December 31, 1995 . . . . . . . . . .       260,329        152,178        133,653
Net asset value per non-qualified unit, December 31, 1995. . . . . . .    $ 1.191039     $ 1.234960     $ 1.064543
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                                                              56

<PAGE>

<TABLE>
<CAPTION>

                         ALLMERICA SELECT SEPARATE ACCOUNT

                             STATEMENTS OF OPERATIONS

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                   SELECT                   SELECT                  SELECT  
                                                              AGGRESSIVE GROWTH             GROWTH             GROWTH AND INCOME 
                                                             FOR THE YEAR ENDED       FOR THE YEAR ENDED       FOR THE YEAR ENDED
                                                                  12/31/95                 12/31/95                 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                      <C>                      <C> 
INVESTMENT INCOME:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . .             --                $     400                $ 236,018


EXPENSES:
  Mortality and expense risk fees. . . . . . . . . . . . . .     $   23,477                   20,936                   38,187
  Administrative expense charges . . . . . . . . . . . . . .          2,817                    2,512                    4,582
                                                                  ---------                ---------                ---------
            Total expenses . . . . . . . . . . . . . . . . .         26,294                   23,448                   42,769
                                                                  ---------                ---------                ---------

Net investment income (loss) . . . . . . . . . . . . . . . .        (26,294)                 (23,048)                 193,249
                                                                  ---------                ---------                ---------


REALIZED AND UNREALIZED GAIN 
  ON INVESTMENTS:
  Net realized gain  . . . . . . . . . . . . . . . . . . . .         16,936                   11,771                   10,683
  Net unrealized gain  . . . . . . . . . . . . . . . . . . .        493,437                  274,119                  568,163
                                                                  ---------                ---------                ---------
  Net realized and unrealized gain on investments. . . . . .        510,373                  285,890                  578,846
                                                                  ---------                ---------                ---------
  
  Net increase in net assets from operations . . . . . . . .      $ 484,079                $ 262,842                $ 772,095
                                                                  ---------                ---------                ---------
                                                                  ---------                ---------                ---------

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                    SELECT                   MONEY                    SELECT
                                                                    INCOME                   MARKET            INTERNATIONAL EQUITY 
                                                              FOR THE YEAR ENDED       FOR THE YEAR ENDED       FOR THE YEAR ENDED
                                                                   12/31/95                 12/31/95                 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                      <C>                     <C>
INVESTMENT INCOME:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . .       $ 203,753                $ 177,979               $   28,766


EXPENSES:
  Mortality and expense risk fees. . . . . . . . . . . . . .          37,213                   38,949                   16,550
  Administrative expense charges . . . . . . . . . . . . . .           4,466                    4,674                    1,986
                                                                   ---------                ---------                ---------
            Total expenses . . . . . . . . . . . . . . . . .          41,679                   43,623                   18,536
                                                                   ---------                ---------                ---------

Net investment income (loss) . . . . . . . . . . . . . . . .         162,074                  134,356                   10,230
                                                                   ---------                ---------                ---------


REALIZED AND UNREALIZED GAIN 
  ON INVESTMENTS:                                                  
  Net realized gain  . . . . . . . . . . . . . . . . . . . .           8,732                       --                   10,175
  Net unrealized gain  . . . . . . . . . . . . . . . . . . .         242,639                       --                  199,163
                                                                   ---------                ---------                ---------
  Net realized and unrealized gain on investments. . . . . .         251,371                       --                  209,338
                                                                   ---------                ---------                ---------
                                                                   
  Net increase in net assets from operations . . . . . . . .       $ 413,445                $ 134,356                $ 219,568
                                                                   ---------                ---------                ---------
                                                                   ---------                ---------                ---------
</TABLE>


57

<PAGE>

<TABLE>
<CAPTION>

                           ALLMERICA SELECT SEPARATE ACCOUNT

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                     SELECT                    VIPF                    VIPF  
                                                              CAPITAL APPRECIATION          HIGH INCOME            EQUITY INCOME 
                                                                 FOR THE PERIOD           FOR THE PERIOD           FOR THE PERIOD
                                                              4/28/95* TO 12/31/95      5/1/95* TO 12/31/95      5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                       <C>                      <C>
INVESTMENT INCOME:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .      $  9,933                       --                 $  4,111


EXPENSES:
  Mortality and expense risk fees. . . . . . . . . . . . . . .         1,130                 $    726                    1,837
  Administrative expense charges . . . . . . . . . . . . . . .           135                       87                      220
                                                                    --------                 --------                 --------
            Total expenses . . . . . . . . . . . . . . . . . .         1,265                      813                    2,057
                                                                    --------                 --------                 --------
  
  Net investment income (loss) . . . . . . . . . . . . . . . .         8,668                     (813)                   2,054
                                                                    --------                 --------                 --------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain. . . . . . . . . . . . . . . . . . . . . .           354                      619                      874
  Net unrealized gain (loss) . . . . . . . . . . . . . . . . .        27,053                    6,246                   35,367
                                                                    --------                 --------                 --------

  Net realized and unrealized gain (loss) on investments . . .        27,407                    6,865                   36,241
                                                                    --------                 --------                 --------
  Net increase (decrease) in net assets from operations. . . .      $ 36,075                 $  6,052                 $ 38,295
                                                                    --------                 --------                 --------
                                                                    --------                 --------                 --------

<CAPTION>

- ----------------------------------------------------------------------------------------------------------------------------------
                                                                        VIPF                   T. ROWE 
                                                                       GROWTH             INTERNATIONAL STOCK
                                                                   FOR THE PERIOD           FOR THE PERIOD
                                                                5/1/95* TO 12/31/95      5/1/95* TO 12/31/95
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                      <C>
INVESTMENT INCOME:
  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . .            --                       --


EXPENSES:
  Mortality and expense risk fees. . . . . . . . . . . . . . .       $   779                  $   576
  Administrative expense charges . . . . . . . . . . . . . . .            93                       69
                                                                     -------                  -------
            Total expenses . . . . . . . . . . . . . . . . . .           872                      645
                                                                     -------                  -------
  
  Net investment income (loss) . . . . . . . . . . . . . . . .          (872)                    (645)
                                                                     -------                  -------


REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain. . . . . . . . . . . . . . . . . . . . . .           892                       16
  Net unrealized gain (loss) . . . . . . . . . . . . . . . . .        (6,028)                   8,398
                                                                     -------                  -------

  Net realized and unrealized gain (loss) on investments . . .        (5,136)                   8,414
                                                                     -------                  -------
  Net increase (decrease) in net assets from operations. . . .       $(6,008)                 $ 7,769
                                                                     -------                  -------
                                                                     -------                  -------

</TABLE>

*Date of initial investment

The accompanying notes are an integral part of these financial statements.


                                                                             58
<PAGE>

                        ALLMERICA SELECT SEPARATE ACCOUNT

                       STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                                            SELECT AGGRESSIVE GROWTH     SELECT GROWTH       SELECT GROWTH & INCOME

                                                                         PERIOD FROM             PERIOD FROM             PERIOD FROM
                                                             YEAR ENDED   4/28/94*   YEAR ENDED   4/28/94*   YEAR ENDED   4/19/94*
                                                              12/31/95   TO 12/31/94  12/31/95   TO 12/31/94  12/31/95   TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>        <C>          <C>        <C>          <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . .$  (26,294)  $ (3,115)  $  (23,048)  $ (2,611)  $  193,249   $   53,049
  Net realized gain (loss) from security transactions. . . .    16,936        101       11,771      1,654       10,683        2,358
  Net unrealized gain (loss) on investments. . . . . . . . .   493,437     10,676      274,119     (1,748)     568,163      (70,428)
                                                            ----------   --------   ----------   --------   ----------   ----------

  Net increase (decrease) in net assets from operations. . .   484,079      7,662      262,842     (2,705)     772,095      (15,021)
                                                            ----------   --------   ----------   --------   ----------   ----------

 FROM CAPITAL TRANSACTIONS:
  Net purchase payments. . . . . . . . . . . . . . . . . . .   271,631     23,204      247,421     16,647      381,309      100,298
  Terminations . . . . . . . . . . . . . . . . . . . . . . .   (22,871)    (1,482)     (12,655)    (1,544)     (32,802)      (6,891)
  Annuity benefits . . . . . . . . . . . . . . . . . . . . .   (13,460)        --       (9,608)        --      (15,579)          --
  Other transfers from (to) the General Account of First
   Allmerica Financial Life Insurance Company (Sponsor). . . 1,446,202    928,814    1,493,444    768,573    1,983,301    1,697,847
  Net increase in investment by First Allmerica Financial 
   Life Insurance Company (Sponsor). . . . . . . . . . . . .        --         --           --         --           --           --
                                                            ----------   --------   ----------   --------   ----------   ----------

  Net increase in net assets from capital transactions . . . 1,681,502    950,536    1,718,602    783,676    2,316,229    1,791,254
                                                            ----------   --------   ----------   --------   ----------   ----------

  Net increase in net assets . . . . . . . . . . . . . . . . 2,165,581    958,198    1,981,444    780,971    3,088,324    1,776,233


NET ASSETS:
  Beginning of period  . . . . . . . . . . . . . . . . . . .   958,198         --      780,971         --    1,776,233           --
                                                            ----------   --------   ----------   --------   ----------   ----------

  End of period. . . . . . . . . . . . . . . . . . . . . . .$3,123,779   $958,198   $2,762,415   $780,971   $4,864,557   $1,776,233
                                                            ----------   --------   ----------   --------   ----------   ----------
                                                            ----------   --------   ----------   --------   ----------   ----------

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                     SELECT
                                                                 SELECT INCOME            MONEY MARKET         INTERNATIONAL EQUITY

                                                                         PERIOD FROM             PERIOD FROM             PERIOD FROM
                                                             YEAR ENDED   4/19/94*   YEAR ENDED   4/28/94*   YEAR ENDED   5/27/94*
                                                              12/31/95   TO 12/31/94  12/31/95   TO 12/31/94  12/31/95   TO 12/31/94
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>         <C>         <C>         <C>         <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . . $  162,074  $   54,490  $  134,356  $   39,757  $   10,230  $   (477)
  Net realized gain (loss) from security transactions. . . .      8,732        (513)         --          --      10,175     1,992
  Net unrealized gain (loss) on investments. . . . . . . . .    242,639     (65,115)         --          --     199,163   (13,999)
                                                             ----------  ----------  ----------  ----------  ----------  --------

  Net increase (decrease) in net assets from operations. . .    413,445     (11,138)    134,356      39,757     219,568   (12,484)
                                                             ----------  ----------  ----------  ----------  ----------  --------

 FROM CAPITAL TRANSACTIONS:
  Net purchase payments. . . . . . . . . . . . . . . . . .      498,807     174,228  11,468,186   7,935,472     214,178    18,216
  Terminations . . . . . . . . . . . . . . . . . . . . . . .    (46,136)    (15,373)    (60,708)    (53,224)    (30,670)      (60)
  Annuity benefits . . . . . . . . . . . . . . . . . . . . .     (5,600)         --          --          --     (17,277)  659,181
  Other transfers from (to) the General Account of First
   Allmerica Financial Life Insurance Company (Sponsor). . .  1,951,842   1,756,765  (9,379,959) (5,793,871)  1,091,032
  Net increase in investment by First Allmerica Financial 
   Life Insurance Company (Sponsor). . . . . . . . . . . . .         --          --          --          --          --       100
                                                             ----------  ----------  ----------  ----------  ----------  --------

  Net increase in net assets from capital transactions . . .  2,398,913   1,915,620   2,027,519   2,088,377   1,257,263   677,437
                                                             ----------  ----------  ----------  ----------  ----------  --------

  Net increase in net assets . . . . . . . . . . . . . . . .  2,812,358   1,904,482   2,161,875   2,128,134   1,476,831   664,953


NET ASSETS:
 Beginning of period . . . . . . . . . . . . . . . . . . . .  1,904,482          --   2,128,134          --     664,953        --
                                                             ----------  ----------  ----------  ----------  ----------  --------

 End of period . . . . . . . . . . . . . . . . . . . . . . . $4,716,840  $1,904,482  $4,290,009  $2,128,134  $2,141,784  $664,953
                                                             ----------  ----------  ----------  ----------  ----------  --------
                                                             ----------  ----------  ----------  ----------  ----------  --------
</TABLE>


59

<PAGE>

                        ALLMERICA SELECT SEPARATE ACCOUNT

<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                      SELECT CAPITAL
                                                                       APPRECIATION        VIPF HIGH INCOME     VIPF EQUITY INCOME
                                                                        PERIOD FROM           PERIOD FROM           PERIOD FROM
                                                                   4/28/95* TO 12/31/95   5/1/95* TO 12/31/95   5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>                   <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . . . .       $   8,668             $    (813)            $   2,054
  Net realized gain from security transactions . . . . . . . . .             354                   619                   874
  Net unrealized gain (loss) on investments. . . . . . . . . . .          27,053                 6,246                35,367
                                                                       ---------             ---------             ---------

  Net increase (decrease) in net assets from operations. . . . .          36,075                 6,052                38,295
                                                                       ---------             ---------             ---------

 FROM CAPITAL TRANSACTIONS:
  Net purchase payments. . . . . . . . . . . . . . . . . . . . .          74,004                24,172                40,532
  Terminations . . . . . . . . . . . . . . . . . . . . . . . . .              --                (5,093)               (4,994)
  Other transfers from the General Account of First
   Allmerica Financial Life Insurance Company (Sponsor). . . . .         431,073               274,097               437,486
  Net increase in investment by First Allmerica Financial Life
   Insurance Company (Sponsor) . . . . . . . . . . . . . . . . .             200                   200                   200
                                                                       ---------             ---------             ---------

  Net increase in net assets from capital transactions . . . . .         505,277               293,376               473,224
                                                                       ---------             ---------             ---------

  Net increase in net assets . . . . . . . . . . . . . . . . . .         541,352               299,428               511,519


 NET ASSETS:
  Beginning of period . . . . . . . . . . . . . . . . . . . . .               --                    --                    --
                                                                       ---------             ---------             ---------

  End of period  . . . . . . . . . . . . . . . . . . . . . . . .       $ 541,352             $ 299,428             $ 511,519
                                                                       ---------             ---------             ---------
                                                                       ---------             ---------             ---------

<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
                                                                        VIPF GROWTH         T. ROWE INTERNATIONAL STOCK
                                                                        PERIOD FROM                 PERIOD FROM
                                                                    5/1/95* TO 12/31/95         5/1/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                     <C>
INCREASE (DECREASE) IN NET ASSETS
 FROM OPERATIONS:
  Net investment income (loss) . . . . . . . . . . . . . . .            $    (872)                 $    (645)
  Net realized gain from security transactions . . . . . . .                  892                         16
  Net unrealized gain (loss) on investments. . . . . . . . .               (6,028)                     8,398
                                                                        ---------                  ---------

  Net increase (decrease) in net assets from operations. . .               (6,008)                     7,769
                                                                        ---------                  ---------

 FROM CAPITAL TRANSACTIONS:
  Net purchase payments. . . . . . . . . . . . . . . . . . .               17,133                     11,459
  Terminations . . . . . . . . . . . . . . . . . . . . . . .                   --                         --
  Other transfers from the General Account of First
   Allmerica Financial Life Insurance Company (Sponsor). . .              312,088                    262,795
  Net increase in investment by First Allmerica Financial 
   Life Insurance Company (Sponsor). . . . . . . . . . . . .                  200                        200
                                                                        ---------                  ---------

  Net increase in net assets from capital transactions . . .              329,421                    274,454
                                                                        ---------                  ---------

  Net increase in net assets . . . . . . . . . . . . . . . .              323,413                    282,223


 NET ASSETS:
  Beginning of period . . . . . . . . . . . . . . . . . . . .                  --                         --
                                                                        ---------                  ---------
  End of period  . . . . . . . . . . . . . . . . . . . . . .            $ 323,413                  $ 282,223
                                                                        ---------                  ---------
                                                                        ---------                  ---------
</TABLE>

* Date of initial investment.

The accompanying notes are an integral part of these financial statements.


                                                                              60

<PAGE>


                         ALLMERICA SELECT SEPARATE ACCOUNT

                 NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995


NOTE 1 - ORGANIZATION

   Allmerica select Separate Account (Allmerica Select) is a separate 
investment account of First Allmerica Financial Life Insurance Company (the 
Company), established on April 1, 1994 for the purpose of separating from the 
general assets of the Company those assets used to fund certain variable 
annuity policies issued by the Company. Effective October 16, 1995, 
concurrent with the demutualization, the Company's name was changed from 
State Mutual Life Assurance Company of America.  Under applicable insurance 
law, the assets and liabilities of Allmerica Select are clearly identified 
and distinguished from the other assets and liabilities of the Company. 
Allmerica Select cannot be charged with liabilities arising out of any other 
business of the Company.

   Allmerica Select is registered as a unit investment trust under the 
Investment Company Act of 1940, as amended (the 1940 Act).  Allmerica Select 
currently offers eleven Sub-Accounts. Each Sub-Account invests exclusively in 
a corresponding investment portfolio of the Allmerica Investment Trust (the 
Trust) managed by Allmerica Investment Management Company, Inc., a 
wholly-owned subsidiary of the Company or of the Variable Insurance Products 
Fund (VIPF) managed by Fidelity Management and Research Company (Fidelity 
Management), or of  T. Rowe Price International Series, Inc. (T. Rowe) 
managed by Price-Fleming.  The Trust, VIPF, and T. Rowe (the Funds) are 
open-end, diversified series management investment companies registered under 
the 1940 Act.

   Allmerica Select has two types of variable annuity policies, "qualified" 
policies and "non-qualified" policies.  A qualified policy is one that is 
purchased in connection with a retirement plan which meets the requirements 
of Section 401, 403, 408, or 457 of the Internal Revenue Code, while a 
non-qualified policy is one that is not purchased in connection with one of 
the indicated retirement plans. The tax treatment for certain partial 
redemptions or surrenders will vary according to whether they are made from a 
qualified policy or a non-qualified policy.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

   Investments - Security transactions are recorded on the trade date. 
Investments held by the Sub-Accounts are stated at the net asset value per 
share of the respective investment portfolio of the Trust, VIPF, and T. Rowe. 
Net realized gains and losses on securities sold are determined on the 
average cost method. Dividends and capital gain distributions are recorded on 
the ex-dividend date and are reinvested in additional shares of the 
respective investment portfolio of the Trust, VIPF, and T. Rowe at net asset 
value.

   Federal Income Taxes -The Company is taxed as a "life insurance company" 
under Subchapter L of the Internal Revenue Code and files a consolidated 
federal income tax return with the Company. The Company anticipates no tax 
liability resulting from the operations of Allmerica Select. Therefore, no 
provision for income taxes has been charged against Allmerica Select.

   Annuitant Mortality Fluctuation Reserve - A strengthening reserve required 
for doing business in the state of New York.  The purpose of the reserve is 
to provide for future mortality experience which is less favorable than that 
assumed in pricing the annuity. This reserve is funded by the Company.

61


<PAGE>


                         ALLMERICA SELECT SEPARATE ACCOUNT

            NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED



NOTE 3 - INVESTMENTS

   The number of shares owned, aggregate cost, and net asset value per share 
of each Sub-Account's investment in the Trust, VIPF, and T. Rowe at December 
31, 1995 were as follows:

<TABLE>
<CAPTION>

- -------------------------------------------------------------------------------------------------------------------------
                                                                               PORTFOLIO INFORMATION
          INVESTMENT                                    NUMBER OF                     AGGREGATE           NET ASSET VALUE
           PORTFOLIO                                     SHARES                         COST                 PER SHARE
- -------------------------------------------------------------------------------------------------------------------------

          <S>                                           <C>                    <C>                        <C>
          Allmerica Investment Trust:
          Select Aggressive Growth . . . . . . . .      1,682,546                  $  2,605,231               $  1.848
          Select Growth. . . . . . . . . . . . . .      2,001,790                     2,468,079                  1.369
          Select Growth and Income . . . . . . . .      3,831,388                     4,360,465                  1.268
          Select Income. . . . . . . . . . . . . .      4,584,511                     4,517,015                  1.024
          Money Market . . . . . . . . . . . . . .      4,396,732                     4,396,732                  1.000
          Select International Equity. . . . . . .      1,887,039                     1,958,511                  1.136
          Select Capital Appreciation. . . . . . .        380,690                       494,111                  1.369

          Fidelity Variable Insurance Products Fund:
          High Income. . . . . . . . . . . . . . .         24,103                       284,189                 12.050
          Equity Income. . . . . . . . . . . . . .         26,436                       474,057                 19.270
          Growth . . . . . . . . . . . . . . . . .         10,997                       327,130                 29.200

          T. Rowe Price International Series, Inc.:
          International Stock. . . . . . . . . . .         22,659                       246,744                 11.260




</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

   The Company makes a charge of 1.25% per annum based on the average daily 
net assets of each Sub-Account at each valuation date for mortality and 
expense risks. The Company also charges each Sub-Account .15% per annum based 
on the average daily net assets of each Sub-Account for administrative 
expenses. These charges are deducted from the daily value of each Sub-Account 
but are paid to the Company on a monthly basis.

   A contract fee is currently deducted on the policy anniversary date and 
upon full surrender of the policy. The contract fee is $30. For the year 
ended December 31, 1995, contract fees deducted from accumulated value in 
Allmerica Select amounted to $4,901.

   Allmerica Investments, Inc., (Allmerica Investments), a wholly-owned 
subsidiary of the Company, is the principal underwriter and general 
distributor of Allmerica Select, and does not receive any compensation for 
sales of the Allmerica Select policies. Commissions are paid by the Company 
to registered representatives of broker-dealers who are registered under the 
Securities Exchange Act of 1934 and are members of the National Association 
of Securities Dealers.  As the current series of policies have a contingent 
deferred sales charge, no deduction is made for sales charges at the time of 
the sale.  For the year ended December 31, 1995, the Company received $1,246 
for contingent deferred sales charges applicable to Allmerica Select.

                                                                             62


<PAGE>

                         ALLMERICA SELECT SEPARATE ACCOUNT

            NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED


NOTE 5 - POLICYOWNERS AND SPONSOR TRANSACTIONS

Transactions from policyowners and sponsor were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                   YEAR ENDED DECEMBER 31,
                                                                        1995                                    1994
                                                                        ----                                    ----
                                                              UNITS             AMOUNT                UNITS              AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                 <C>                 <C>                 <C>
SELECT AGGRESSIVE GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .           1,562,355        $  1,835,864             959,605        $    952,354
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .            (127,181)           (154,362)             (1,811)             (1,818)
                                                          ------------        ------------        ------------        ------------
NET INCREASE.. . . . . . . . . . . . . . . . . .             1,435,174        $  1,681,502             957,794        $    950,536
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

SELECT GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .           1,476,227        $  1,789,220             758,002        $    785,560
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .             (55,816)            (68,871)             (1,849)             (1,884)
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .           1,420,411        $  1,720,349             756,153        $    783,676
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

SELECT GROWTH AND INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . .             2,022,590        $  2,427,395           1,730,638        $  1,798,192
REDEMPTION OF UNITS. . . . . . . . . . . . . . .               (73,628)           (111,166)             (6,592)             (6,938)
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .           1,948,962        $  2,316,229           1,724,046        $  1,791,254
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------


SELECT INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .           2,406,756        $  2,616,226           1,931,971        $  1,931,241
REDEMPTION OF UNITS  . . . . . . . . . . . . . . .            (208,889)           (217,313)            (15,684)            (15,621)
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .           2,197,867        $  2,398,913           1,916,287        $  1,915,620
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

MONEY MARKET
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .          11,475,182        $ 12,005,362           7,881,195        $  7,940,059
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .          (9,533,159)         (9,977,843)         (5,795,862)         (5,851,682)
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .           1,942,023        $  2,027,519           2,085,333        $  2,088,377
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------
SELECT INTERNATIONAL EQUITY
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .           1,299,084        $  1,377,879             700,918        $    682,730
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .             (96,005)           (120,616)             (5,454)             (5,293)
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .           1,203,079        $  1,257,263             695,464        $    677,437
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

SELECT CAPITAL APPRECIATION
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .             394,750        $    509,562                  --                  --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .              (3,312)             (4,285)                 --                  --
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .             391,438        $    505,277                  --                  --
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

VIPF HIGH INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .             284,162        $    306,219                  --                  --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .             (12,037)            (12,843)                 --                  --
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .             273,125        $    293,376                  --                  --
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------


VIPF EQUITY INCOME
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .             443,027        $    486,952                  --                  --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .             (13,554)            (13,728)                 --                  --
                                                          ------------        ------------        ------------        ------------
NET INCREASE.. . . . . . . . . . . . . . . . . . .             429,473        $    473,224                  --                  --
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

VIPF GROWTH
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .             267,887        $    329,470                  --                  --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .                  (5)                (49)                 --                  --
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .             267,882        $    329,421                  --                  --
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------

T. ROWE INTERNATIONAL STOCK
ISSUANCE OF UNITS. . . . . . . . . . . . . . . . .             268,735        $    278,037                                      --
REDEMPTION OF UNITS. . . . . . . . . . . . . . . .              (3,623)             (3,583)                 --                  --
                                                          ------------        ------------        ------------        ------------
NET INCREASE . . . . . . . . . . . . . . . . . . .             265,112        $    274,454                  --                  --
                                                          ------------        ------------        ------------        ------------
                                                          ------------        ------------        ------------        ------------
</TABLE>

63
<PAGE>


                         ALLMERICA SELECT SEPARATE ACCOUNT

            NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995, CONTINUED

NOTE 6 - DIVERSIFICATION REQUIREMENTS

   Under the provisions of Section 817(h) of the Internal Revenue Code, a 
variable annuity contract, other than a contract issued in connection with 
certain types of employee benefit plans, will not be treated as an annuity 
contract for federal income tax purposes for any period for which the 
investments of the segregated asset account on which the contract is based 
are not adequately diversified. The Code provides that the "adequately 
diversified" requirement may be met if the underlying investments satisfy 
either a statutory safe harbor test or diversification requirements set forth 
in regulations issued by the Secretary of Treasury.

  The Internal Revenue Service has issued regulations under Section 817(h) of 
the Code. The Company believes that Allmerica Select satisfies the current 
requirements of the regulations, and it intends that Allmerica Select will 
continue to meet such requirements.

NOTE 7 - PURCHASES AND SALES OF SECURITIES

   Cost of purchases and proceeds from sales of the Trust, VIPF, and T. Rowe 
shares by Allmerica Select during the year ended december 31, 1995 were as 
follows:

<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------
          SUB-ACCOUNTS                                         PURCHASES            SALES
- --------------------------------------------------------------------------------------------------
       <S>                                                   <C>                <C>
       Allmerica Investment Trust:
       Select Aggressive Growth                              $   1,768,354      $    128,502
       Select Growth                                             1,766,629            93,815
       Select Growth and Income                                  2,616,672           111,369
       Select Income                                             2,796,603           258,005
       Money Market                                              8,860,563         6,591,260
       Select International Equity                               1,394,551           125,792
       Select Capital Appreciation                                 503,182             9,424

       Fidelity Variable Insurance Products Fund:
       High Income                                                 303,345            19,774
       Equity Income                                               499,022            25,839
       Growth                                                      341,595            15,357

       T. Rowe Price International Series, Inc.:
       International Stock                                         261,597            14,870
                                                              ------------      ------------

       Totals                                                 $ 21,112,113       $ 7,394,007
                                                              ------------      ------------
                                                              ------------      ------------


</TABLE>


                                                                             64

<PAGE>


                         REPORT OF INDEPENDENT ACCOUNTANTS




To the Board of Directors of First Allmerica Financial Life Insurance
Company and Policyowners of Allmerica Select Separate
Account of First Allmerica Financial Life Insurance Company

  In our opinion, the accompanying statements of assets and liabilities and 
the related statements of operations and of changes in net assets present 
fairly, in all material respects, the financial position of each of the 
Sub-Accounts (Select Aggressive Growth, Select Growth, Select Growth & 
Income, Select Income, Money Market, Select International Equity, Select 
Capital Appreciation, VIPF High Income, VIPF Equity Income, VIPF Growth, and 
T. Rowe International Stock) constituting the Allmerica Select Separate 
Account of First Allmerica Financial Life Insurance Company at December 31, 
1995, the results of each of their operations and the changes in each of 
their net assets for the periods indicated, in conformity with generally 
accepted accounting principles. These financial statements are the 
responsibility of First Allmerica Financial Life Insurance Company's 
management; our responsibility is to express an opinion on these financial 
statements based on our audits. We conducted our audits of these financial 
statements in accordance with generally accepted auditing standards which 
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, assessing the accounting 
principles used and significant estimates made by management, and evaluating 
the overall financial statement presentation. We believe that our audits, 
which included confirmation of investments owned at December 31, 1995 by 
correspondence with the Funds provide a reasonable basis for the opinion 
expressed above.

PRICE WATERHOUSE LLP
Boston, Massachusetts

February 23, 1996



65

<PAGE>

                                    Part II

                           UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

                              RULE 484 UNDERTAKING

Article VIII of Registrant's Bylaws provides: Each Director and each Officer of
the Corporation, whether or not in office, (and his executors or
administrators), shall be indemnified or reimbursed by the Corporation against
all expenses actually and necessarily incurred by him in the defense or
reasonable settlement of any action, suit, or proceeding in which he is made a
party by reason of his being or having been a Director or Officer of the
Corporation, including any sums paid in settlement or to discharge judgment,
except in relation to matters as to which he shall be finally adjudged in such
action, suit, or proceeding to be liable for negligence or misconduct in the
performance of his duties as such Director or Officer; and the foregoing right
of indemnification or reimbursement shall not affect any other rights to which
he may be entitled under the Articles of Incorporation, any statute, bylaw,
agreement, vote of stockholders, or otherwise.

Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to directors, officers 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, unenforceable.  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 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 indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

           RULE 6E-3(T) REPRESENTATIONS, DESCRIPTIONS AND UNDERTAKINGS

Registrant makes the following representations pursuant to the requirements of
Rule 6e-3(T) under the Investment Company Act of 1940:

      A.  Risk Charge

   

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(1), Registrant represents that Rule 6e-
3(T)(b)(13)(iii)(F) has been relied upon in deducting charges for mortality
expense and risks assumed by Allmerica Financial Life Insurance and Annuity 
Company (the "Company").

    

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(2), Registrant represents that the
mortality and expense risk charge is within the range of industry practice for
comparable flexible premium variable life insurance contracts.  The methodology
used to support this representation is based upon an analysis of the mortality
and expense risk charges adopted under other flexible premium variable life
insurance contracts.  Registrant undertakes to keep and make available to the
Commission on request the documents used to support the foregoing
representation.


<PAGE>

      B.  Distribution Costs

Pursuant to Rule 6e-3(T)(b)(13)(iii)(F)(4)(ii)(A), Registrant represents that
the Company has concluded that there is a reasonable likelihood that the
distribution financing arrangement of the Registrant will benefit the Registrant
and contract holders and will keep and make available to the Commission on
request a memorandum setting forth the basis for this representation.  Pursuant
to Section 6e-3(T)(b)(13)(iii)(F)(4)(ii)(B)(2), Registrant also represents that
it will invest only in management investment companies which have undertaken to
have a board of directors, a majority of whom are not interested persons of the
company, formulate and approve any plan under Rule 12b-1 under the Investment
Company Act of 1940 to finance distribution expenses.


                     CONTENTS OF THE REGISTRATION STATEMENT

This registration statement comprises the following papers and documents:

The facing sheet.
Cross-reference to items required by Form N-8B-2.
The prospectus consists of ____ pages.
The undertaking to file reports.
The undertaking pursuant to Rule 484 under the Securities Act of 1933. 
Representatives, descriptions and undertaking pursuant to Rule 
6e-3(T)(b)(13)(iii)(F) under the Investment Company Act of 1940 (the "1940 
Act").
The signatures.


<PAGE>

   

Written consents of the following persons:

  1.  Opinion of Counsel

  2.  Price Waterhouse

  3.  Actuarial Consent

  4.  Consent of Newly Elected Directors

    

The following exhibits:

  1.  Exhibit 1

   

      (Exhibits required by paragraph A of the instructions to Form N-8B-2)

      (1)  Certified copy of Resolutions of the Board of Directors of the 
           Company of October 12, 1993 establishing the Allmerica Select 
           Separate Account II was previously filed with Registrant's initial 
           Registration Statement and are herein incorporated by reference.  

      (2)  Not Applicable.

      (3)  (a)  Form of Sales and Administrative Services Agreement between the 
                Company and Allmerica Investments, Inc. was previously filed on 
                February 1, 1993 and is herein incorporated by reference.  

           (b)  Registered Representative Agreement and Resident Sponsor 
                Agreement of Allmerica Investment Inc. (formerly "SMA Equities, 
                Inc.") were previously filed by the Company on June 3, 1987, 
                Registration No. 33-14672, and are incorporated herein by 
                reference.

      (4)  Not Applicable.

      (5)  Forms of Policy and Policy riders were previously filed with 
           Registrant's initial Registration Statement and are herein 
           incorporated by reference. 

      (6)  Organizational documents of the Company, as amended were previously
           filed on October 1, 1995 and are incorporated herein by reference

      (7)  Not Applicable.

      (8)  (a)  Form of Participation Agreement with Allmerica Investment Trust 
                was previously filed by the Company on June 3, 1987 in 
                Registration Statement No. 33-14672, and is incorporated herein 
                by reference.

           (b)  Form of Participation Agreement with T. Rowe Price 
                International Series, Inc. was previously filed with 
                Registrant's pre-effective amendment No. 1 and is herein 
                incorporated by reference.

           (c)  Form of Participation Agreement with Variable Insurance 
                Products Fund. was previously filed on May 1, 1995 and is 
                incorporated by reference.

           (d)  Fidelity Services Agreement filed herewith

      (9)  Not Applicable.

      (10) Form of Application was previously filed with Registrant's initial 
           registration statement and is herein incorporated by reference.  

    

  2.  Form of Policy and Policy riders are included in Exhibit 1 above.

  3.  Opinion of Counsel.


<PAGE>

  4.  Not Applicable.

  5.  Not Applicable.

   

  6.  Actuarial consent 

    

  7.  Procedures Memorandum pursuant to Rule 6e-3(T)(b)(12)(iii) under the 1940 
      Act which includes conversion procedures pursuant to Rule 
      6e-3(T)(b)(13)(v)(B) was previously filed with Registrant's initial 
      Registration Statement and is herein incorporated by reference.  

  8.  Consent of Independent Accountants.

  9.  AUV Calculation Services Agreement with The Shareholder Services Group
      dated March 31, 1995 was previously filed on May 1, 1995 and is 
      incorporated by reference.. 

   

10.  Consent of Newly Elected Directors

27.  Financial Data Schedules

    

<PAGE>

                           FORM S-6 EXHIBIT TABLE


   

Exhibit 1(8d)   Fidelity Services Agreement

Exhibit 3       Opinion of Counsel

Exhibit 6       Actuarial Consent

Exhibit 8       Consent of Independent Accountants

Exhibit 10      Consent of Newly Elected Directors

Exhibit 27      Financial Date Schedules 

    


<PAGE>

                                  SIGNATURES

   

Pursuant to the requirements of the Securities Act of 1933 and the Investment 
Company Act of 1940, the Registrant certifies that it meets all of the 
requirements for effectiveness of this Registration Statement pursuant to Rule 
485(b) under the Securities Act of 1933 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereto duly 
authorized, in the City of Worcester, and Commonwealth of Massachusetts on the 
26th. day of April, 1996.

    

                         Allmerica Financial Life Insurance and 
                         Annuity Company
                          Allmerica Select
                          Separate Account II
                          (Registrant)

                         By: /s/ Joseph W. MacDougall, Jr.
                             -----------------------------
                                 Joseph W. MacDougall, Jr.
                                 Vice President, Associate General Counsel
                                  and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature                Title                           Date
- ---------                -----                           ----

/s/ Richard M. Reilly    Director, President and         April 26, 1996
- ---------------------    Chief Executive Officer        
Richard M. Reilly                                       
                                                        
/s/ John F. O'Brien      Director and Chairman           April 26, 1996
- -------------------      of the Board                   
John F. O'Brien                                         
                                                        
/s/ Eric A. Simonsen     Director, Vice President and    April 26, 1996
- --------------------     Chief Financial Officer        
Eric A. Simonsen                                        
                                                        
/s/ Mark R. Colborn      Vice President and              April 26, 1996
- -------------------      Controller                     
Mark R. Colborn                                         
                                                        
/s/ Richard J. Baker     Director and Vice President     April 26, 1996
- --------------------                                    
Richard J. Baker                                        
                                                        



<PAGE>

                                  SERVICE AGREEMENT


        This Agreement is entered into and effective as of the 1st day of 
November, 1995, by and between FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS 
COMPANY ("FIIOC") and ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY 
("Company").

        WHEREAS, FIIOC provides transfer agency and other services to
Fidelity's Variable Insurance Products Fund and Variable Insurance Products Fund
II (collectively "Funds"); and

        WHEREAS, the services provided by FIIOC on behalf of the Funds 
include responding to inquiries about the Funds, including the provision of 
information about the Funds' investment objectives, investment policies, 
portfolio holdings, etc.; and

        WHEREAS, Company holds shares of the Funds in order to fund certain
variable annuity contracts, group annuity contracts, and/or variable life
insurance policies, the beneficial interests in which are held by individuals,
plan trustees, or others who look to Company to provide information about the
Funds similar to the information provided by FIIOC; and

        WHEREAS, the Company and one or both of the Funds have entered into one
or more Participation Agreements, under which the Company agrees not to provide
information about the Funds except for information provided by the Funds or
their designees; and

        WHEREAS, FIIOC and Company desire that Company be able to respond to
inquiries about the Funds from individual variable annuity owners, participants
in group annuity contracts issued by the Company, and owners and participants
under variable life insurance policies issued by the Company, and prospective
customers for any of the above; and

        WHEREAS, FIIOC and Company recognize that Company's efforts in
responding to customer inquiries will reduce the burden that such inquiries
would place on FIIOC should such inquiries be directed to FIIOC.

        NOW THEREFORE, the parties do agree as follows:

        1.  INFORMATION TO BE PROVIDED TO COMPANY.  FIIOC agrees to provide 
to Company, on a periodic basis, directly or through a designee, information 
about the Funds' investment objectives, investment policies, portfolio 
holdings, performance, etc.  The content and format of such information shall 
be as FIIOC, in its sole discretion, shall choose.  FIIOC may change the 
format and/or content of such informational reports, and the frequency with 
which such information is provided.  For purposes of Section 4.2 of each of 
the Company's Participation Agreement(s) with the Funds, FIIOC represents 
that it is the designee of the Funds, and Company may therefore use the 
information provided by FIIOC without seeking additional permission from the 
Funds.

        2.  USE OF INFORMATION BY COMPANY.  Company may use the information
provided by FIIOC in communications to individuals, plan trustees, or others who
have legal title or beneficial interest in the annuity or life insurance
products issued by Company, and to prospective purchasers of such products or
beneficial interests thereunder.  If such information is contained as part of
larger pieces of sales literature, advertising, etc., such pieces shall be
furnished for review to the Funds in accordance with the terms of the Company's
Participation Agreements with the Funds.  Nothing herein shall give the Company
the right to expand upon, reformat or otherwise alter the information provided
by FIIOC.  Company acknowledges that the information provided it by FIIOC may
need to be supplemented with additional qualifying information, regulatory
disclaimers, or other information before it may be conveyed to persons outside
the Company.


                                          1

<PAGE>

        3.  COMPENSATION TO COMPANY.  In recognition of the fact that Company
will respond to inquiries that otherwise would be handled by FIIOC, FIIOC agrees
to pay Company a quarterly fee computed as follows:

        At the close of each calendar quarter, FIIOC will determine the Average
Daily Assets held in the Funds by the Company.  Average Daily Assets shall be
the sum of the daily assets for each calendar day in the quarter divided by the
number of calendar days in the quarter.  The Average Daily Assets shall be
multiplied by 0.0002 (2 basis points) and that sum shall be divided by four.
The resulting number shall be the quarterly fee for that quarter, which shall be
paid to Company during the following month.

        Should the Participation Agreement(s) between Company and the Fund(s) 
be terminated effective before the last day of a quarter, Company shall be 
entitled to a fee for that portion of the quarter during which the 
Participation Agreement was still in effect, unless such termination is due 
to misconduct on the part of the Company.  For such a stub quarter, Average 
Daily Assets shall be the sum of the daily assets for each calendar day in 
the quarter through and including the date of termination of the 
Participation Agreement(s), divided by the number of calendar days in that 
quarter for which the Participation Agreement was in effect.  Such Average 
Daily Assets shall be multiplied by 0.0002 (2 basis points) and that number 
shall be multiplied by the number of days in such quarter that the 
Participation Agreement was in effect, then divided by three hundred 
sixty-five.  The resulting number shall be the quarterly fee for the stub 
quarter, which shall be paid to Company during the following month.

        4.  TERMINATION.  This Agreement may be terminated by Company at any 
time upon written notice to FIIOC.  FIIOC may terminate this Agreement at any 
time upon ninety (90) days' written notice to Company.  FIIOC may terminate 
this Agreement immediately upon written notice to Company (1) if required by 
any applicable law or regulation, (2) if so required by action of the Fund(s) 
Board of Trustees, or (3) if Company engages in any material breach of this 
Agreement. This Agreement shall terminate immediately and automatically upon 
the termination of Company's Participation Agreement(s) with the Funds, and 
in such event no notice need be given hereunder.

        5.  INDEMNIFICATION.  Company agrees to indemnify and hold harmless
FIIOC for any misuse by Company, its affiliates, its agents, its brokers, and
any persons controlling Company, under common control with Company, or
controlled by Company, of the information provided by FIIOC under this
Agreement.

        6.  APPLICABLE LAW.  This Agreement shall be construed and the
provisions hereof interpreted under and in accordance with the laws of the
Commonwealth of Massachusetts.

        7.  ASSIGNMENT.  This Agreement may not be assigned, except that it
shall be assigned automatically to any successor to FIIOC as the Funds' transfer
agent, and any such successor shall be bound by the terms of this Agreement.

        IN WITNESS WHEREOF, the parties have set their hands as of the date
first written above.

        FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY


By:     /s/ Virginia Meany
        --------------------------
        Virginia Meany
        Senior Vice President


        ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

By:     /s/ Richard M. Reilly
        --------------------------

Name:   Richard M. Reilly
        --------------------------

Title:  President
        --------------------------


                                          2

<PAGE>


                                                                April 21, 1996
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653


Gentlemen:

In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity 
Company (the "Company"), I have participated in the preparation of the 
Post-Effective Amendment to the  Registration Statement for Allmerica Select 
Separate Account II on Form S-6 under the Securities Act of 1933 with respect 
to the Company's individual flexible premium variable life insurance policies.

I am of the following opinion:

1.   Allmerica Select Separate Account II is a separate account of the Company
     validly existing pursuant to the Delaware Insurance Code and the
     regulations issued thereunder.

2.   The assets held in Allmerica Select Separate Account II equal to the
     reserves and other policy liabilities of the Policies which are supported
     by Allmerica Select Separate Account II are not chargeable with
     liabilities arising out of any other business the Company may conduct.

3.   The individual flexible premium variable life insurance policies, when
     issued in accordance with the Prospectus contained in the Registration
     Statement and upon compliance with applicable local law, will be legal and
     binding obligations of the Company in accordance with their terms and when
     sold will be legally issued, fully paid and non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment to the Registration Statement of Allmerica Select
Separate Account II on Form S-6  filed under the Securities Act of 1933.

                                       Very truly yours,

                                       /s/ Sheila B. St. Hilaire
                                       Sheila B. St. Hilaire
                                       Counsel

<PAGE>

                                                                  April 22, 1996

Allmerica Financial Life Insurance and Annuity Company 
440 Lincoln Street
Worcester MA 01653


Gentlemen:

This opinion is furnished in connection with the filing by Allmerica Financial
Life Insurance and Annuity Company of the Post-Effective Amendment to the
Registration Statement on Form S-6 of its flexible premium variable life
insurance policies ("Policies") allocated to Allmerica Select Separate Account
II under the Securities Act of 1933.  The prospectus included in the Post-
Effective Amendment to the Registration Statement on Form S-6 describes the
Policies.  I am familiar with and have provided actuarial advice concerning the
preparation of the amendment to the Registration Statement, including exhibits.

In my professional opinion, the illustration of death benefits and cash values
included in Appendix C of the prospectus, based on the assumptions stated in the
illustrations, are consistent with the provisions of the Policy.  The rate
structure of the Policies has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear more
favorable to a prospective purchaser of a Policy for a person age 30 or a person
age 45 than to prospective purchasers of Policies for people at other ages or
underwriting classes.

I hereby consent to the use of this opinion as an exhibit to the amendment to
the Registration Statement.

                                       Sincerely,

                                       /s/ William H. Mawdsley

                                       William H. Mawdsley, FSA, MAAA
                                       Vice President and Actuary

<PAGE>


                          CONSENT OF INDEPENDENT ACCOUNTANTS



We hereby consent to the use in the Prospectus constituting part of this 
Post-Effective Amendment No. 2 to the Registration Statement on Form S-6 of 
our report dated February 5, 1996, relating to the financial statements of 
Allmerica Financial Life Insurance and Annuity Company and our report dated 
February 23, 1996, relating to the financial statements of the Allmerica 
Select Separate Account II of Allmerica Financial Life Insurance and Annuity 
Company, both of which appear in such Prospectus.  We also consent to the 
reference to us under the heading "Independent Accountants" in such 
Prospectus.


Price Waterhouse LLP
Boston, Massachusetts
April 25, 1996


<PAGE>


                ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
                          Consent of Newly Elected Director


Having been duly elected as a Director of Allmerica Financial Life Insurance and
Annuity Company ("Company"), effective April 30, 1996, each of the undersigned
hereby consents to being named as a Director of the Company in such
post-effective amendments to Registration Statements for the Company's variable
annuity and variable life contracts as will be filed with the Securities and
Exchange Commission on or before April 30, 1996, with an effective date on or
after April 30, 1996, pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940.


Signed this_____ day of April, 1996


/s/ Bruce C. Anderson                       /s/ Theodore J. Rupley
- -----------------------------------         ------------------------------
Bruce C. Anderson                           Theodore J. Rupley


/s/ Kruno Huitzingh                         /s/ Phillip E. Soule
- -----------------------------------         ------------------------------
Kruno Huitzingh                             Phillip E. Soule


/s/ Larry C. Renfro                         /s/ Diane E. Wood
- -----------------------------------         ------------------------------
Larry C. Renfro                             Diane E. Wood

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 231
   <NAME> SMAVS003
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           270088
<INVESTMENTS-AT-VALUE>                          270088
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  270088
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                       213964
<TOTAL-LIABILITIES>                             213964
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            54369
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                     56124
<DIVIDEND-INCOME>                                 3310
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     668
<NET-INVESTMENT-INCOME>                           2642
<REALIZED-GAINS-CURRENT>                             0
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                             2642
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           56124
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             83500
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.032
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.032
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 232
   <NAME> SMAVS006
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           172055
<INVESTMENTS-AT-VALUE>                          172472
<RECEIVABLES>                                    30585
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  203057
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           163789
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           417
<NET-ASSETS>                                    203057
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     128
<NET-INVESTMENT-INCOME>                          (128)
<REALIZED-GAINS-CURRENT>                             5
<APPREC-INCREASE-CURRENT>                          417
<NET-CHANGE-FROM-OPS>                              293
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          203057
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             16000
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                (0.105)
<PER-SHARE-GAIN-APPREC>                          0.345
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.240
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 233
   <NAME> SMAVS007
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            99635
<INVESTMENTS-AT-VALUE>                           98743
<RECEIVABLES>                                    30642
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  129385
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           110282
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         (892)
<NET-ASSETS>                                    129385
<DIVIDEND-INCOME>                                   14
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      47
<NET-INVESTMENT-INCOME>                           (33)
<REALIZED-GAINS-CURRENT>                            11
<APPREC-INCREASE-CURRENT>                        (892)
<NET-CHANGE-FROM-OPS>                            (914)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          129385
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                              5875
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.006
<PER-SHARE-GAIN-APPREC>                          0.167
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.173
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 234
   <NAME> SMAVS008
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           148834
<INVESTMENTS-AT-VALUE>                          147634
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  147634
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          102
<TOTAL-LIABILITIES>                                102
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           122875
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (1200)
<NET-ASSETS>                                    147532
<DIVIDEND-INCOME>                                 6087
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     142
<NET-INVESTMENT-INCOME>                           5945
<REALIZED-GAINS-CURRENT>                           783
<APPREC-INCREASE-CURRENT>                       (1200)
<NET-CHANGE-FROM-OPS>                             5528
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          147532
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             17750
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.216
<PER-SHARE-GAIN-APPREC>                        (0.015)
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.201
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 235
   <NAME> SMAVS010
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            91519
<INVESTMENTS-AT-VALUE>                           91706
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   91706
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           54
<TOTAL-LIABILITIES>                                 54
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            83364
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           187
<NET-ASSETS>                                     91652
<DIVIDEND-INCOME>                                 1445
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      78
<NET-INVESTMENT-INCOME>                           1367
<REALIZED-GAINS-CURRENT>                           140
<APPREC-INCREASE-CURRENT>                          187
<NET-CHANGE-FROM-OPS>                             1694
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           91652
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                              9750
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.080
<PER-SHARE-GAIN-APPREC>                          0.019
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.099
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 236
   <NAME> SMAVS011
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            49647
<INVESTMENTS-AT-VALUE>                           50180
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   50180
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           29
<TOTAL-LIABILITIES>                                 29
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            44596
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           533
<NET-ASSETS>                                     50151
<DIVIDEND-INCOME>                                  621
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      82
<NET-INVESTMENT-INCOME>                            539
<REALIZED-GAINS-CURRENT>                           537
<APPREC-INCREASE-CURRENT>                          533
<NET-CHANGE-FROM-OPS>                             1609
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           50151
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             10250
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.042
<PER-SHARE-GAIN-APPREC>                          0.083
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.125
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 237
   <NAME> SMAVS012
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            55585
<INVESTMENTS-AT-VALUE>                           56587
<RECEIVABLES>                                    66931
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  123518
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            89143
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1002
<NET-ASSETS>                                    123518
<DIVIDEND-INCOME>                                 1079
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     117
<NET-INVESTMENT-INCOME>                            962
<REALIZED-GAINS-CURRENT>                          2120
<APPREC-INCREASE-CURRENT>                         1002
<NET-CHANGE-FROM-OPS>                             4084
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          123518
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             14625
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.091
<PER-SHARE-GAIN-APPREC>                          0.295
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.386
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 238
   <NAME> SMAVS102
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            67555
<INVESTMENTS-AT-VALUE>                           68361
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   68361
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           54
<TOTAL-LIABILITIES>                                 54
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                            62061
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                           806
<NET-ASSETS>                                     68307
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      71
<NET-INVESTMENT-INCOME>                           (71)
<REALIZED-GAINS-CURRENT>                            48
<APPREC-INCREASE-CURRENT>                          805
<NET-CHANGE-FROM-OPS>                              782
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                           68307
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                              8875
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                (0.009)
<PER-SHARE-GAIN-APPREC>                          0.110
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.101
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 239
   <NAME> SMAVS103
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           117871
<INVESTMENTS-AT-VALUE>                          123025
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  123025
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           90
<TOTAL-LIABILITIES>                                 90
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           102808
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          5154
<NET-ASSETS>                                    122935
<DIVIDEND-INCOME>                                  638
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     124
<NET-INVESTMENT-INCOME>                            514
<REALIZED-GAINS-CURRENT>                           453
<APPREC-INCREASE-CURRENT>                         5154
<NET-CHANGE-FROM-OPS>                             6121
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          122935
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             15500
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.016
<PER-SHARE-GAIN-APPREC>                          0.180
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.196
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 240
   <NAME> SMAVS104
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                           161305
<INVESTMENTS-AT-VALUE>                          155397
<RECEIVABLES>                                    60295
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  215692
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                                  0
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                           173972
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                        (5908)
<NET-ASSETS>                                    215692
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     180
<NET-INVESTMENT-INCOME>                          (180)
<REALIZED-GAINS-CURRENT>                        (4864)
<APPREC-INCREASE-CURRENT>                       (5909)
<NET-CHANGE-FROM-OPS>                          (10953)
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                          215692
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                             22500
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                  0.004
<PER-SHARE-GAIN-APPREC>                          0.236
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.240
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
<SERIES>
   <NUMBER> 241
   <NAME> SMAVS150
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                             1426
<INVESTMENTS-AT-VALUE>                            1473
<RECEIVABLES>                                        0
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                    1473
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           15
<TOTAL-LIABILITIES>                                 15
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                             1410
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            47
<NET-ASSETS>                                      1458
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                       2
<NET-INVESTMENT-INCOME>                            (2)
<REALIZED-GAINS-CURRENT>                             1
<APPREC-INCREASE-CURRENT>                           47
<NET-CHANGE-FROM-OPS>                               46
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                            1458
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                               250
<PER-SHARE-NAV-BEGIN>                            1.000
<PER-SHARE-NII>                                (0.001)
<PER-SHARE-GAIN-APPREC>                          0.035
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              1.034
<EXPENSE-RATIO>                                      0
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission