COMPANION LIFE SEPARATE ACCOUNT C
485APOS, 1999-03-03
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      As filed with the Securities and Exchange Commission on March 3, 1999

                                                     Registration No. 33-98062
                                                                      811-8814

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [ ]
                          Pre-Effective Amendment No.                   [ ]
                        Post-Effective Amendment No. 4                  [x]

                                       and

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [x]

                                 Amendment No. 8

                        COMPANION LIFE SEPARATE ACCOUNT C
                           (Exact Name of Registrant)

                        COMPANION LIFE INSURANCE COMPANY
                               (Name of Depositor)

               401 Theodore Fremd Avenue, Rye, New York 10580-1493
              (Address of Depositor's Principal Executive Offices)

                Depositor's Telephone Number, including Area Code
                                 (402) 351-5087

                     Name and Address of Agent for Service:
                            Kenneth W. Reitz, Esquire
                            Mutual of Omaha Companies
                          Mutual of Omaha Plaza, 3-Law
                           Omaha, Nebraska, 68175-1008

                Flexible Payment Variable Deferred Annuity Policy

        It is proposed that this filing will become  effective  pursuant to Rule
485 (check appropriate box):

      [ ]      immediately upon filing pursuant to paragraph (b)
      [ ]      on ___________ pursuant to paragraph (b)
      [x]      60 days after filing pursuant to paragraph (a)(i)
      [ ]      on ___________ pursuant to paragraph (a)(i)
      [ ]      75 days after filing pursuant to paragraph (a)(ii)
      [ ]      on ___________ pursuant to paragraph (a)(ii)

        If appropriate, check the following box:
      [x]      This post-effective amendment designates a new effective date for
               a previously filed post-effective amendment.


<PAGE>


     The  sole   purpose  of  this   Amended   Registration   is  to  delay  the
post-effective date of the prior  post-effective  amendment filed on January 13,
1999.  Parts A, B and C of the prior filing  (post-effective  amendment No. 3 to
Form N-4, File No. 33-98062) are incorporated by reference.



<PAGE>


                                   SIGNATURES

        As required by the Securities Act of 1933 and the Investment Company Act
of 1940, the Registrant  has caused this  post-effective  amendment No. 4 to the
Registration  Statement  on Form N-4  (File  No.  33-98062)  to be signed on its
behalf,  in the City of Omaha and State of  Nebraska,  on this 3rd day of March,
1999.

                                     COMPANION LIFE SEPARATE ACCOUNT C

                                     COMPANION LIFE INSURANCE COMPANY
                                     Depositor

                                     /s/ Kenneth W. Reitz
                                     ---------------------------------------
                                     By:    Kenneth W. Reitz
                                     Assistant Secretary


        As required by the Securities Act of 1933, this Post-effective amendment
No. 4 Registration  Statement has been signed by the following  persons on March
3, 1999 in the capacities and on the duties indicated.


Signatures                                  Title

   /s/ John W. Weekly by Kenneth W. Reitz*
- -----------------------
John W. Weekly                              Chairman

   /s/ Fred C. Boddy by Kenneth W. Reitz*
- ------------------------
Fred C. Boddy                              Vice President and Treasurer 
                                           (Principal Financial & Accounting
                                           Officer)


        /s/ Kenneth W. Reitz
by __________________________________, for and on behalf of:
        Kenneth W. Reitz

            John W. Weekly*          Chairman
            William G. Campbell*     Director
            Samuel L. Foggie*        Director
            M. Jane Huerter*         Director
            Charles T. Locke*        Director
            John L. Maginn*          Director
            Oscar S. Straus*         Director
            John A. Sturgeon*        Director

* These individuals have granted Powers of Attorney executed on and between July
13 and August 1, 1995,  whereby  Kenneth W. Reitz is  authorized to execute this
Registration Statement on their behalf.






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