NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT, 485APOS, 1999-01-21

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
485APOS, 1999-01-21

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1999

REGISTRATION NOS. 33-85442
811-8828

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM N-4

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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

PRE-EFFECTIVE AMENDMENT NO.

POST-EFFECTIVE AMENDMENT NO. 7 [X]

AND
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

AMENDMENT NO. 10 [X]

(CHECK APPROPRIATE BOX OR BOXES)

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

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
(EXACT NAME OF REGISTRANT)

NEW ENGLAND LIFE INSURANCE COMPANY
(NAME OF DEPOSITOR)
501 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02117
(ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
DEPOSITOR'S TELEPHONE NUMBER: 617-578-2000

NAME AND ADDRESS OF AGENT FOR
SERVICE: COPY TO:

H. James Wilson Stephen E. Roth, Esquire
Executive Vice President and General Sutherland Asbill & Brennan LLP
Counsel 1275 Pennsylvania Avenue, N.W.
New England Life Insurance Washington, D.C. 20004-2404
Company
501 Boylston Street
Boston, Massachusetts 02117

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

[ ] on (date) pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485
[X] on April 10, 1999 pursuant to paragraph (a)(1) of Rule 485
Title of Securities Being Registered: Individual Variable Annuity Contracts

================================================================================
<PAGE>

NEW ENGLAND LIFE INSURANCE COMPANY

Individual Variable Annuity Contract Profile

AMERICAN GROWTH SERIES

April 30, 1999

This Profile is a summary of some of the more important points that you
should know and consider before purchasing the Contract. The Contract is more
fully described in the Prospectus which accompanies this Profile. Please read
the Prospectus carefully.

"We," "us," and "our" refer to New England Life Insurance Company. "You" and
"your" refer to the owner of a Contract.

1. What is the Contract? The Contract is an individual variable annuity
contract that provides a means of investing on a tax-deferred basis through
the New England Variable Annuity Separate Account (the "Variable Account") in
one or more of thirteen series of the New England Zenith Fund (the "Funds").
The Contract is intended for individuals and some qualified and non-qualified
retirement plans. It provides a death benefit and annuity payment options,
some of which provide guaranteed income or guaranteed payment periods.

The Funds offer a range of investment objectives, from conservative to
aggressive. Your investment in the Funds is not guaranteed and you could lose
some or all of any money you allocate to the Funds.

In most states you may allocate all or part of your Contract value to the
"Fixed Account." We guarantee interest on amounts allocated to the Fixed
Account at an effective annual rate of at least 3%. We may credit a higher
rate of interest. The Fixed Account option offers you an opportunity to
protect your principal and earn a guaranteed rate of interest.

The Contract, like all deferred annuity contracts, has two phases: the
accumulation phase and the annuity phase. During the accumulation phase,
earnings accumulate on a tax-deferred basis and are taxed as income when you
make a withdrawal. The annuity phase begins when you begin receiving payments
under one of the annuity payment options described in Section 2. The amount of
money accumulated under your Contract during the accumulation phase determines
the amount of your annuity payments during the annuity phase.

2. What are my annuity options? The Contract offers the following annuity
payment options, either in a fixed or variable form:

. Income for a specified number of years;

. Income for life;

. Income for life, but guaranteed for at least 10 years (this is your
default option);

. Income for life, but guaranteed for at least 20 years;

. Income to age 100;

. Income for two lives, while either is still living;

. Income for two lives, but guaranteed for at least 10 years; and

. Income for two lives, with full payments while both are living and two-
thirds to the survivor.

We may make other annuity payment options available from time to time. The
Contract, when issued, will provide for the third option in variable form,
beginning at age 95 (or the maximum age permitted by state law). During the
accumulation phase, you may select another option, and/or start annuity
payments (that is, annuitize) at an earlier date by surrendering the Contract.
If annuity payments start less than 7 years after you make an investment in
the Contract, charges may apply.
<PAGE>

3. How do I purchase a Contract? The minimum initial investment is currently
$5,000, and any subsequent investments must be at least $250, with certain
exceptions described in the prospectus. We may refuse to accept any purchase
payment that would cause your Contract Value, including the value of all other
Contracts that you own with us, to exceed $1,000,000. Currently, we will not
accept any investment that would cause your Contract Value, including the
value of all other Contracts you own with us to exceed $5,000,000.

You are eligible to purchase a Contract if you are an individual, employer,
trust, corporation, partnership, custodian, or any entity specified in an
eligible employee benefit plan. A Contract may have joint owners. The Contract
may be purchased for use with the following retirement plans which offer
Federal tax benefits under the Internal Revenue Code (the "Code"):

Qualified Plans--plans qualified under Section 401(a) or 403(a) of the
Code.

TSA Plans--certain annuity plans under Section 403(b) of the Code.

IRAs--individual retirement accounts under Section 408(a) of the Code and
individual retirement annuities under Section 408(b) of the Code.

Roth IRAs--Roth individual retirement accounts under Section 408A of the
Code.

SEPs and SARSEPs--simplified employee pension plans and salary reduction
simplified employee pension plans under Section 408(k) of the Code.

SIMPLE IRAs--simple retirement accounts under Section 408(p) of the Code.

457 Plans--eligible deferred compensation plans under Section 457 of the
Code.

Governmental Plans--governmental plans within the meaning of Section 414(d)
of the Code.

The Contract may not yet be available to all of the foregoing plans, pending
appropriate state approvals. You should consult a qualified advisor about
using the Contract with those plans. We may make the Contract available for
use with Section 401(k) plans. The Contract is not currently available for use
with other plans, including TSA plans subject to the Employee Retirement
Income Security Act of 1974.

4. What are my investment options under the Contract? You can allocate your
investment to one or more subaccounts (within limits), which in turn invest in
the below Funds.

Loomis Sayles Small Cap Series Salomon Brothers Strategic Bond
Morgan Stanley International Magnum Opportunities Series
Equity Series Back Bay Advisors Bond Income Series
Alger Equity Growth Series Salomon Brothers U.S. Government
Goldman Sachs Midcap Value Series Series
Davis Venture Value Series Back Bay Advisors Money Market Series
Westpeak Growth and Income Series
MFS Investors Series
Loomis Sayles Balanced Series
MFS Research Manager Series

In addition, the Fixed Account is available in some states.

5. What are the expenses under the Contract?

Administration Charges. To cover the costs of the administrative services
that we provide for the Contracts, we impose a daily charge at an annual rate
of .10% of the daily net assets attributable to your Contract. We also impose
an "administration contract charge" each year equal to the lesser of 2% of
your total contract value and $30 to help cover the costs of the
administrative services that we provide for the Contracts. We waive this
charge in certain circumstances.

Mortality and Expense Risk Charge. As compensation for assuming mortality
and expense risks under the Contract, we impose a daily charge at an annual
rate of 1.30% of the daily net assets of each sub-account. This charge, as a
percentage of your contract value, is guaranteed not to increase over the life
of your Contract.

Contingent Deferred Sales Charge. No charge for sales expenses is deducted
from your purchase payments when they are made. We do not impose a contingent
deferred sales charge ("CDSC") on withdrawals up to a certain amount each year
(the "free withdrawal amount"). We do, however, impose a CDSC upon the
occurrence of a "CDSC event," one of which is a withdrawal or surrender
(including a surrender to start annuity payments) in excess of the free
withdrawal amount. All of the CDSC events are described in the Prospectus.

2
<PAGE>

The CDSC is deducted only from the investments that we received from you
within seven years of the CDSC event according to the following schedule:

<TABLE>
<CAPTION>
Number of Years Since We Applicable
Received the Investment CDSC Charge
------------------------ -----------
<S> <C>
1..................... 7%
2..................... 6%
3..................... 5%
4..................... 4%
5..................... 3%
6..................... 2%
7..................... 1%
Thereafter............ 0%
</TABLE>

We will waive the CDSC in certain circumstances.

Premium Tax Charges. Some states (currently South Dakota) impose a premium
tax on annuity purchase payments received by insurance companies. We pay this
tax when incurred, and recover this tax by imposing a premium tax charge on
affected Contracts. We deduct the premium tax charge at the earliest of: a
full or partial surrender of the Contract, the date when annuity benefits
commence, or payment of the death proceeds (including application of the death
proceeds to the beneficiary continuation provision). Other states impose a
premium tax liability on the date when annuity benefits commence. In those
states, we deduct the premium tax charge from the contract value on that date.
Deductions for state premium tax charges currently range from 1/2% to 2.25% of
the contract value (or, if applicable, purchase payments or death proceeds)
for Contracts used with retirement plans qualifying for tax benefited
treatment and from 1% to 3 1/2% of the contract value (or, if applicable,
death proceeds) for all other Contracts.

Other Expenses. In addition to our charges under the Contract, each Fund
deducts amounts from its assets to pay for its advisory fees and other
expenses.

The following chart is designed to help you understand the charges in the
Contract. The column "Total Annual Charges" shows the total of the
administration contract charge (which is represented as . %), the .10%
administration asset charge, the 1.30% mortality and expense risk charge, and
the investment charges for each Fund for the year ended December 31, 1998 (as
a percentage of average net assets after giving effect to any current expense
cap or expense deferral). Charges and expenses represent amounts for the
Midcap Value Series based on the management fee approved by shareholders of
the Series that became effective on May 1, 1998, and other expenses actually
incurred for the Series for 1998. The next two columns show the dollar amount
of charges you would pay assuming that you invested $1,000 in a Contract which
earns 5% annually and further assuming that you surrender your Contract or
that you elect to annuitize under a period certain option for a specified
period of less than 15 years: (1) at the end of one year, and (2) at the end
of ten years. In the first example, a CDSC will be charged because you would
be surrendering or annuitizing the Contract within seven years of making the
investment. In the second example, there would be no CDSC. We are also
assuming that no premium taxes have been assessed in either example. For more
detailed information, see the Expense Table in the Prospectus for the
Contract.

<TABLE>
<CAPTION>
Total Total Annual Examples of Total Expenses
Annual Fund Charges Total Paid at the End of:
Insurance for Year Annual -----------------------------
Fund Charges Ended 12/31/98 Charges One Year Ten Years
- ---- --------- -------------- ------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Small Cap............... 1.46% % % $ $
International Magnum Eq-
uity................... 1.46% % %
Equity Growth........... 1.46% % %
Midcap Value............ 1.46% % %
Venture Value........... 1.46% % %
Growth and Income....... 1.46% % %
Balanced................ 1.46% % %
Strategic Bond Opportu-
nities................. 1.46% % %
Bond Income............. 1.46% % %
U.S. Government......... 1.46% % %
Money Market............ 1.46% % %
Investors............... % % %
Research Manager........ % % %
</TABLE>

3
<PAGE>

6. How will my investment in the Contract be taxed? You should consult a
qualified tax advisor with regard to your Contract. Generally, taxation of
earnings under variable annuities is deferred until amounts are withdrawn or
distributions are made. This deferral is designed to encourage long-term
personal savings and supplemental retirement plans. Certain penalties may
apply if amounts are withdrawn prematurely. The taxable portion of a
withdrawal or distribution is taxed as ordinary income.

Special rules apply if the owner of a Contract is not a natural person.
Generally, such an owner must include in income any increase in the excess of
the contract value over the "investment in the contract" during the taxable
year.

7. Do I have access to my money? You have access to your money during the
accumulation phase by surrendering your Contract or withdrawing part of the
value of your Contract at any time. Under Contracts issued under certain tax
benefited retirement plans, you may also take a loan against its value. If you
make a withdrawal, you must withdraw at least $100 and the remaining value of
your Contract must be at least $1,000.

Certain charges, such as the administration contract charge, CDSC, and
premium tax charges, may be deducted on a surrender or withdrawal. Moreover, a
withdrawal or surrender may cause you to incur income taxes or penalties under
the Federal tax laws.

After annuitization, under certain annuity options, you may withdraw the
commuted value of the remaining payments.

8. How have the Funds performed? The following chart shows the total returns
for each Fund for each of the last 10 years (or less if the Fund began less
than 10 years ago), based on a $1,000 purchase payment. The total returns are
adjusted to reflect all Contract expenses and deductions described above
except the CDSC and premium tax charges. If applied, these charges would
reduce the performance figures in the chart. Please remember that past
performance is not a guarantee of future results.

<TABLE>
<CAPTION>
Fund 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
- ---- ---- ----- ----- ------ ----- ----- ----- ----- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Small Cap............... 21.20 % 26.44 % 24.06% N/A N/A N/A N/A N/A N/A
International Magnum Eq-
uity................... (5.56)% 2.23 % 1.76% N/A N/A N/A N/A N/A N/A
Equity Growth........... 21.98 % 9.50 % 43.64% N/A N/A N/A N/A N/A N/A
Midcap Value............ 13.48 % 13.45 % 25.40% (4.65)% N/A N/A N/A N/A N/A
Venture Value........... 29.81 % 21.85 % 34.35% N/A N/A N/A N/A N/A N/A
Growth and Income....... 29.50 % 14.02 % 31.40% (5.58)% N/A N/A N/A N/A N/A
Balanced................ 12.35 % 12.78 % 20.06% N/A N/A N/A N/A N/A N/A
Strategic Bond Opportu-
nities................. 7.16 % 10.14 % 14.73% N/A N/A N/A N/A N/A N/A
Bond Income............. 7.71 % 1.49 % 17.57% (6.53)% 9.06 % 4.59 % 13.95% 4.11% 8.08%
U.S. Government......... 4.22 % (0.85)% 10.43% N/A N/A N/A N/A N/A N/A
Money Market............ 1.42 % 1.18 % 1.71% 0.01 % (0.96)% (0.14)% 2.19% 4.03% 4.96%
Investors............... N/A
Research Analyst........ N/A
</TABLE>

9. Does the Contract have a death benefit? Yes. If you, the owner, die (or,
annuitant if the owner is not an individual) prior to the annuity phase of the
Contract, the Beneficiary receives a death benefit. The death benefit will be
the greater of two values: (1) the value of your Contract next determined
after the later of the date when we receive due proof of death or an election
of continuation or payment from the beneficiary; and (2) the minimum
guaranteed death benefit under the Contract, which we calculate using a
formula described in the Prospectus.

10. Is there anything else I should know? The Contract has several
additional features that you may be interested in, including the following:

Transfer Privilege. You can transfer from $100 to $500,000 of your
Contract's value from one Fund to another free of charge. During the
accumulation phase of the Contract, you can make as many transfers among the
Funds as you like. However, different rules apply to transfers to and from the
Fixed Account. Also, during the annuity phase, if you have chosen a variable
payment option, you can only make one transfer between Funds per

4
<PAGE>

year, without our consent, and you cannot make transfers to the Fixed Account.
We reserve the right to charge a transfer fee (although we do not currently do
so) and to limit the number and amount of transfers in some circumstances.

Dollar Cost Averaging. We offer an automated transfer privilege called
"dollar cost averaging." Under this feature, you can instruct us to make
monthly transfers from any one of your investment options to any other
investment options, subject to certain limitations. A minimum of $100 must be
transferred to each investment option that you select under this feature.

Systematic Withdrawals. This feature allows you to have a portion of your
Contract value withdrawn automatically on a monthly basis during the
accumulation phase. As long as the amount of each withdrawal is at least $100,
you can elect a fixed dollar amount or elect to have your Contract's
investment gain withdrawn. Certain limitations may apply. Of course, you may
have to pay taxes and a CDSC on these withdrawals.

Free Look Right. You have a "free look right"; i.e., the right to return the
Contract to us or your sales representative for cancellation within a certain
number of days (usually 10, although this varies from state to state). If you
exercise this right, we will cancel the Contract as of the day we receive your
request and send you its value on that day. The value may be more or less than
your initial investment in the Contract. If required by the insurance law or
regulations of the state in which your Contract is issued, however, we will
refund all purchase payments made.

11. Who can I contact for more information? You can write to us at New
England Annuities, P.O. Box 642, Boston, Massachusetts 02116, or call us at
(800) 435-4117. You can also get a recording of daily unit values by calling
(800) 333-2501. You can also request a copy of the Prospectus or Statement of
Additional Information from New England Securities Corporation, 399 Boylston
Street, Boston, Massachusetts 02116.

5
<PAGE>

AMERICAN GROWTH SERIES

Individual Variable Annuity Contracts
Issued by
New England Life Insurance Company

Supplement dated April 30, 1999
to Prospectus dated April 30, 1999

For Contracts issued in Texas, the minimum guaranteed death benefit will be
recalculated on the sixth Contract Anniversary, and every sixth year
anniversary thereafter until the Contract Owner's (or, if applicable, the
Annuitant's) 76th birthday to determine whether a higher (but never a lower)
guarantee will apply. (For a jointly owned Contract, this recalculation will
be made every six years until the 71st birthday of the older Contract Owner.)
For more information about the minimum guaranteed death benefit, see "Payment on
Death Prior to Annuitization."

VA-154-98
<PAGE>

AMERICAN GROWTH SERIES

Individual Variable Annuity Contracts
Issued By

New England Variable Annuity Separate Account of
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000

This prospectus offers individual variable annuity contracts (the
"Contracts") for individuals and some qualified and nonqualified retirement
plans. You may allocate purchase payments to one or more sub-accounts
investing in these Eligible Funds.

In most states you may also allocate purchase payments to a Fixed Account.
Limits apply to transfers to and from the Fixed Account.

Please read this prospectus carefully and keep it for reference. This
prospectus contains information that you should know before investing.

You can obtain a Statement of Additional Information ("SAI") about the
Contracts, dated April 30, 1999. The SAI is filed with the Securities and
Exchange Commission and is incorporated by reference in this prospectus. The
SAI Table of Contents is on page A-56 of the prospectus. For a free copy of
the SAI, write or call New England Securities Corporation, 399 Boylston St.,
Boston, Massachusetts 02116, 1-800-356-5015.

The Securities and Exchange Commission has not approved these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

April 30, 1999

THE PROSPECTUS FOR THE ELIGIBLE FUNDS IS ATTACHED. PLEASE READ AND KEEP IT
FOR REFERENCE.

THE CONTRACTS HAVE RISKS INCLUDING POSSIBLE LOSS OF PRINCIPAL. THE CONTRACTS
ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY
FINANCIAL INSTITUTION AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY.

A-1
<PAGE>

TABLE OF CONTENTS
OF
THE PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS......................... A-4
HIGHLIGHTS................................................................ A-5
EXPENSE TABLE............................................................. A-7
ACCUMULATION UNIT VALUES.................................................. A-10
HOW THE CONTRACT WORKS.................................................... A-12
THE COMPANY............................................................... A-13
THE VARIABLE ACCOUNT...................................................... A-13
INVESTMENTS OF THE VARIABLE ACCOUNT....................................... A-13
Investment Advice........................................................ A-14
Substitution of Investments.............................................. A-16
GUARANTEED OPTION......................................................... A-16
THE CONTRACTS............................................................. A-16
Purchase Payments........................................................ A-16
Allocation of Purchase Payments.......................................... A-17
Contract Value and Accumulation Unit Value............................... A-17
Ten Day Right to Review.................................................. A-17
Payment on Death Prior to Annuitization.................................. A-18
Transfer Privilege....................................................... A-20
Dollar Cost Averaging.................................................... A-21
Surrenders............................................................... A-21
Systematic Withdrawals................................................... A-22
Loan Provision for Certain Tax Benefited Retirement Plans................ A-23
Disability Benefit Rider................................................. A-25
Suspension of Payments................................................... A-25
Ownership Rights......................................................... A-25
Requests and Elections................................................... A-26
ADMINISTRATION CHARGES, CONTINGENT DEFERRED SALES CHARGE AND OTHER DEDUC-
TIONS.................................................................... A-27
Administration Contract Charges.......................................... A-27
Administration Asset Charge.............................................. A-27
Mortality and Expense Risk Charge........................................ A-28
Contingent Deferred Sales Charge......................................... A-28
Premium Tax Charge....................................................... A-30
Other Expenses........................................................... A-31
ANNUITY PAYMENTS.......................................................... A-31
Election of Annuity...................................................... A-31
Annuity Options.......................................................... A-32
Amount of Variable Annuity Payments...................................... A-33
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS............................ A-33
FEDERAL INCOME TAX STATUS................................................. A-34
Introduction............................................................. A-34
Taxation of the Company.................................................. A-34
Tax Status of the Contract............................................... A-35
Taxation of Annuities.................................................... A-36
Qualified Contracts...................................................... A-37
Withholding.............................................................. A-41
Possible Changes in Taxation............................................. A-41
Other Tax Consequences................................................... A-41
General.................................................................. A-41
</TABLE>

A-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS.............................................................. A-42
DISTRIBUTION OF CONTRACTS.................................................. A-42
THE FIXED ACCOUNT.......................................................... A-42
Contract Value and Fixed Account Transactions............................. A-43
Year 2000 Compliance Issues .............................................. A-43
INVESTMENT PERFORMANCE INFORMATION......................................... A-44
FINANCIAL STATEMENTS....................................................... A-44
APPENDIX A: Consumer Tips.................................................. A-45
APPENDIX B: Contingent Deferred Sales Charge............................... A-46
APPENDIX C: Premium Tax.................................................... A-47
APPENDIX D: Exchanged Contracts............................................ A-48
</TABLE>

A-3
<PAGE>

GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS

We have tried to make this prospectus as understandable for you as possible.
However, in explaining how the Contract works, we have had to use certain
terms that have special meanings. These terms are defined below:

ACCOUNT. A sub-account of the Variable Account or the Fixed Account.

ACCUMULATION UNIT. An accounting device used to calculate the Contract Value
before annuitization.

ANNUITANT. The person on whose life the Contract is issued.

ANNUITIZATION. Application of proceeds under the Contract to an annuity
option on the Maturity Date or upon an earlier surrender of the Contract.

ANNUITY UNIT. An accounting device used to calculate the dollar amount of
annuity payments.

BENEFICIARY. The person designated to receive Death Proceeds under a
Contract if a Contract Owner (or Annuitant, if the Contract is not owned by an
individual) dies before annuitization of the Contract.

CONTRACT YEAR. A twelve month period beginning with the date shown on your
Contract and with each Contract anniversary thereafter.

DEATH PROCEEDS (PRIOR TO ANNUITIZATION). The amount we pay, prior to
annuitization, on receipt of due proof of the death of a Contract Owner (or of
the annuitant if the Contract is not owned by an individual) and election of
payment.

FIXED ACCOUNT. A part of the Company's general account to which you can
allocate net purchase payments under most Contracts. The Fixed Account
provides guarantees of principal and interest.

MATURITY DATE. The date on which annuity payments begin, unless you apply
the Contract Value to an annuity payment option before then. The Maturity Date
is the date when the older of the Contract Owner(s) and the Annuitant at his
or her nearest birthday would be age 95 (or the maximum age permitted by state
law, if less).

PAYEE. Any person or entity entitled to receive payments under the Contract.
The term includes (i) an Annuitant, (ii) a Beneficiary or contingent
Beneficiary who becomes entitled to death proceeds, and (iii) on surrender or
partial surrender of the Contract, the Contract Owner.

VARIABLE ACCOUNT. A separate investment account of the Company, the New
England Variable Annuity Separate Account. The Variable Account is divided
into sub-accounts; each invests in shares of one Eligible Fund.

VARIABLE ANNUITY. An annuity providing for income payments varying in amount
to reflect the investment experience of a separate investment account.

A-4
<PAGE>

HIGHLIGHTS

TAX DEFERRED VARIABLE ANNUITIES:

Earnings under variable annuities are usually not taxed until paid out. This
tax treatment is intended to encourage you to save for retirement.

THE CONTRACTS:

The American Growth Series provides for variable annuity payments that begin
at the Maturity Date, or earlier if you choose to surrender and annuitize.
Variable annuity payments fluctuate with the investment results of the
Eligible Funds. (See "Annuity Payments.")

PURCHASE PAYMENTS:

Currently, the minimum initial purchase payment is $5,000, and the minimum
subsequent purchase payment is $250; however, exceptions may apply. We may
limit the purchase payments you can make. In addition, you may not make a
purchase payment (1) within the seven years before the Contract's Maturity
Date (except under Contracts issued in Pennsylvania or New York), or (2) after
a Contract Owner (or the Annuitant, if the Contract is not owned by an
individual) reaches age 86. (See "Purchase Payments.")

OWNERSHIP:

A Purchaser may be an individual, employer, trust, corporation, partnership,
custodian or any entity specified in an eligible employee benefit plan. A
contract may have two owners (both of whom must be individuals). Subject to
state approval, certain retirement plans qualified under the Internal Revenue
Code ("the Code") may purchase the Contract.

For contract transactions, we rely on instructions from Contract Owners,
whether a trustee or custodian of an eligible retirement plan or an individual
owner.

INVESTMENT OPTIONS:

You may allocate purchase payments net of certain charges to the sub-
accounts or to the Fixed Account (if available under your Contract). You can
allocate your contract value to a maximum of ten Accounts (including the Fixed
Account) at any time.

You can change your purchase payment allocation. We believe that under
current tax law you can transfer Contract Value between Accounts without
federal income tax. We reserve the right to limit transfers and charge a
transfer fee. Currently, we do not charge a transfer fee or limit the number
of transfers before annuitization; but we do apply special limits to "market-
timing." (See "Transfer Privilege.") The minimum transfer amount (before
annuitization) is currently $100. After variable annuity payments begin, you
can make one transfer per year without our consent. Special limits apply to
transfers to and from the Fixed Account. (See "The Fixed Account.") The
maximum transfer amount is $500,000 for each transaction.

CHARGES:

We apply the following charges to your Contract:

. premium tax charge, in some states

. mortality and expense risk charge equal to an annual rate of 1.30% of the
Variable Account's daily net assets

. administration asset charge equal to an annual rate of .10% of the
Variable Account's daily net assets

A-5
<PAGE>

. annual contract administration charge equal to the lesser of $30 and 2%
of contract value

. a contingent deferred sales charge equal to a maximum of 7% of each
purchase payment made, on certain full and partial surrenders and certain
annuitization transactions.

Certain waivers or reductions may apply. (See "Administration Charges,
Contingent Deferred Sales Charge and Other Deductions.")

We do not deduct a sales charge from purchase payments.

TEN DAY RIGHT TO REVIEW:

After you receive the Contract, you have ten days (more in some states) to
return it to us or our agent for cancellation. We will return the Contract
Value (or, in certain states, your purchase payments.)

PAYMENT ON DEATH:

If a Contract Owner (or the Annuitant, if the Contract is not owned by an
individual) dies before annuitization, the Beneficiary receives a death
benefit. The Contract has a minimum guaranteed death benefit equal to your
purchase payments, adjusted for any previous surrenders. However, six months
after the issue date, and at each six month interval until the Contract
Owner's 76th birthday, the minimum guaranteed death benefit is recalculated to
determine whether a higher (but never a lower) guarantee will apply. (Under a
jointly owned contract, this recalculation is made until the 71st birthday of
the older Contract Owner.) Purchase payments immediately increase, and partial
surrenders immediately decrease, your minimum guaranteed death benefit.

Death Proceeds equal the greater of the minimum guaranteed death benefit and
the current Contract Value, each reduced by any outstanding loan plus accrued
interest (and, in certain states, by a premium tax charge.) (See "Payment on
Death Prior to Annuitization.")

SURRENDERS:

Before annuitization you can send us a written request to surrender all or
part of your Contract Value. After a partial surrender, the remaining Contract
Value must be at least $1,000. Currently, a partial surrender must be at least
$100. (Special rules apply if the Contract has a loan.) Federal tax laws
penalize and may prohibit certain premature distributions from the Contract.
(See "Federal Income Tax Status.")

A Contingent Deferred Sales Charge will apply to certain full and partial
surrenders and certain annuitization transactions. On full surrender, a pro
rata portion of the annual administration contract charge (and, in some
states, a premium tax charge) will be deducted.

In any Contract Year, an amount may be surrendered without a Contingent
Deferred Sales Charge (the "free withdrawal amount"). The free withdrawal
amount is the greater of (1) 10% of Contract Value at the beginning of the
Contract Year or (2) the excess of Contract Value over purchase payments that
are subject to Contingent Deferred Sales Charge on the date of the surrender.
(See "Surrenders" and "Contingent Deferred Sales Charge.")

A-6
<PAGE>

EXPENSE TABLE

The purpose of the table and the examples below is to explain the various
costs and expenses you will bear, directly or indirectly, as a Contract Owner.
These are deducted from purchase payments, the Variable Account, or the
Eligible Funds. In the examples following the table, we assume that you
allocated your entire purchase payment to one sub-account, with no transfers.

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES(1)
Sales Charge Imposed on Purchase Payments (as a percentage of pur-
chase payments)..................................................... 0%
Maximum Contingent Deferred Sales Charge(2) (as a percentage of each
purchase payment)................................................... 7%
Transfer Fee(3)...................................................... $ 0
ANNUAL CONTRACT FEE
Administration Contract Charge (per Contract)(4)..................... $30
SEPARATE ACCOUNT ANNUAL EXPENSES(5)
(as a percentage of average net assets)
Mortality and Expense Risk Charge.................................... 1.30%
Administration Asset Charge.......................................... .10%
-----
Total Separate Account Annual Expenses........................... 1.40%
</TABLE>

NEW ENGLAND ZENITH FUND

OPERATING EXPENSES FOR THE YEAR ENDED 12/31/98
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER CURRENT EXPENSE CAP OR EXPENSE
DEFERRAL)(6)

<TABLE>
<CAPTION>
MORGAN
LOOMIS STANLEY GOLDMAN WESTPEAK
SAYLES INTERNATIONAL SACHS DAVIS GROWTH LOOMIS
SMALL MAGNUM ALGER EQUITY MIDCAP VENTURE AND SAYLES
CAP EQUITY GROWTH VALUE VALUE INCOME BALANCED
SERIES SERIES SERIES SERIES* SERIES SERIES SERIES
------ ------------- ------------ ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Management Fee.......... 1.00% .90% .75% .75% .75% .70% .70%
Other Expenses.......... --
----- ---- ---- ---- ---- ---- ----
Total Series Operating
Expenses.............
</TABLE>

<TABLE>
<CAPTION>
SALOMON BACK BAY SALOMON BACK BAY
BROTHERS ADVISORS BROTHERS ADVISORS MFS
STRATEGIC BOND BOND U.S. MONEY MFS RESEARCH
OPPORTUNITIES INCOME GOVERNMENT MARKET INVESTOR MANAGER
SERIES SERIES SERIES SERIES SERIES** SERIES**
-------------- -------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Management Fee.......... .65% .40% .55% .35% .75% .75%
Other Expenses..........
---- ---- ---- ---- ---- ----
Total Series Operating
Expenses.............
</TABLE>
- --------

* Goldman Sachs Midcap Value Series bases its annual operating expenses on
the management fee approved by shareholders of the Series that became
effective on May 1, 1998, and other expenses actually incurred for the
Series for 1998.

** MFS Investor Series and MFS Research Series each bases its estimated annual
operating expenses on the management fee approved by the Zenith Fund Board
of Trustees on March ,1999.

A-7
<PAGE>

EXAMPLE (NOTE: The examples below are hypothetical. Although we base them on
the expenses shown in the expense tables above, the examples are not
representations of past or future performance or expenses. Actual performance
and/or expenses may be more or less than shown.(7)) For purchase payments
allocated to each of the Series indicated:

You would pay the following expenses on a
$1,000 purchase payment assuming 1) 5% annual
return on the underlying New England Zenith
Fund Series and 2) that you surrender your
Contract or that you elect to annuitize under
a period certain option for a specified period
of less than 15 years, at the end of each time
period (a contingent deferred sales charge
will apply at the end of 1 year, 3 years and 5
years):

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Loomis Sayles Small Cap................... $ $ $ $
Morgan Stanley International Magnum Equi-
ty.......................................
Alger Equity Growth.......................
Goldman Sachs Midcap Value................
Davis Venture Value.......................
Westpeak Growth and Income................
Loomis Sayles Balanced....................
Salomon Brothers Strategic Bond Opportuni-
ties.....................................
Back Bay Advisors Bond Income.............
Salomon Brothers U.S. Government..........
Back Bay Advisors Money Market............
MFS Investor Series.......................
MFS Research Manager Series...............
</TABLE>

You would pay the following expenses on a
$1,000 purchase payment assuming 1) 5% annual
return on the underlying New England Zenith
Fund Series and 2) that you do not surrender
your Contract or that you elect to annuitize
under a life contingency option, or under a
period certain option for a minimum specified
period of 15 years, at the end of each time
period (no contingent deferred sales charge
will apply)(8):

A-8
<PAGE>

- --------
NOTES:

(1) Premium tax charges are not shown. They range from 0% (in most states) to
3.5% of Contract Value (or if applicable, purchase payments).

(2) The Contingent Deferred Sales Charge applies to each purchase payment and
declines annually over the first seven year period the purchase payment is
invested in the Contract until it reaches 0% for that purchase payment.

(3) We reserve the right to limit the number and amount of transfers and
impose a transfer fee.

(4) This charge is not imposed after annuitization.

(5) These charges are not imposed on the Fixed Account.

(6) Total Series Operating Expenses are based on the amount of such expenses
applied against assets at December 31, 1998, after giving effect to the
applicable voluntary expense cap or expense deferral. For the Loomis
Sayles Small Cap Series, Total Series Operating Expenses take into account
a voluntary cap on expenses by TNE Advisers, Inc. ("TNE Advisers"), the
Series investment adviser, which will bear all expenses that exceed 1.00%
of average daily net assets. Absent this cap or any other expense
reimbursement arrangement, Total Series Operating Expenses for the Loomis
Sayles Small Cap Series for the year ended December 31, 1998 would have
been %. Total Series Operating Expenses for the Goldman Sachs Midcap
Value (formerly Loomis Sayles Avanti Growth), Westpeak Growth and Income,
Back Bay Advisors Bond Income and Back Bay Advisors Money Market Series
are after giving effect to a voluntary expense cap. For each of these
Series, TNE Advisers bears those expenses (other than the management fee)
that exceed 0.15% of average daily net assets. Without this cap or any
other expense reimbursement arrangement, Total Series Operating Expenses
for the Goldman Sachs Midcap Value (formerly Loomis Sayles Avanti Growth)
for the year ended December 31, 1998 would have been %. For the six
other Series shown, the Total Series Operating Expenses are after giving
effect to a voluntary expense deferral. As of May 1, 1998 the Goldman
Sachs Midcap Value is subject to the voluntary expense deferral described
below for the six other Series shown with an annual expense limit of .90%
of net assets. Under the deferral, expenses which exceed a certain limit
are paid by TNE Advisers in the year they are incurred and transferred to
the Series in a future year when actual expenses of the Series are below
the limit. The limit on expenses for each of these Series is: 1.30% of
average daily net assets for the Morgan Stanley International Magnum
Equity Series; .90% of average daily net assets for the Alger Equity
Growth and Davis Venture Value Series; .85% of average daily net assets
for the Loomis Sayles Balanced and Salomon Brothers Strategic Bond
Opportunities Series; .70% of average daily net assets for the Salomon
Brothers U.S. Government Series; % of average daily net assets for the
MFS Investor Series; and % of average daily net assets for the MFS
Research Manager Series. Absent the expense deferral, Total Series
Operating Expenses for these Series for the year ended December 31, 1998
would have been: % for Morgan Stanley International Magnum Equity
Series; % for Loomis Sayles Balanced Series; % for Salomon Brothers
Strategic Bond Opportunities Series; % for Salomon Brothers U.S.
Government Series; % for MFS Investor Series; and % for MFS Research
Manager Series. Total Series Operating Expenses for Davis Venture Value
Series would have been %, however, pursuant to the expense deferral
arrangement, % was carried over from a previous year in which operating
expenses exceeded the limit. The expense cap and deferral arrangements are
voluntary and may be terminated at any time. See the attached prospectus
of the New England Zenith Fund for more complete information.

(7) In these examples, the average Administration Contract Charge of % has
been used. (See (4), above.)

(8) If you subsequently withdraw the commuted value of amounts placed under
any of these options, we will deduct from the amount you receive a portion
of the Contingent Deferred Sales Charge amount that would have been
deducted when you originally applied the Contract proceeds to the option.

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

A-9
<PAGE>

ACCUMULATION UNIT VALUES

(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT

CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION UNITS
UNIT VALUE AT ACCUMULATION OUTSTANDING AT
BEGINNING OF UNIT VALUE AT END OF PERIOD
PERIOD END OF PERIOD (IN THOUSANDS)
------------- ------------- --------------
<S> <C> <C> <C>
Small Cap Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
International Magnum Equity Sub-ac-
count
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
Equity Growth Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
Midcap Value Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 05/01/98..............
05/02/98 to 12/31/98..............
Venture Value Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
Growth and Income Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
Balanced Sub-account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
Strategic Bond Opportunities Sub-
account
04/19/95* to 12/31/95.............
01/01/96 to 12/31/96..............
01/01/97 to 12/31/97..............
01/01/98 to 12/31/98..............
</TABLE>
- --------

*Date on which the sub-account first became available.

A-10
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION UNITS
UNIT VALUE AT ACCUMULATION OUTSTANDING AT
BEGINNING OF UNIT VALUE AT END OF PERIOD
PERIOD END OF PERIOD (IN THOUSANDS)
------------- ------------- --------------
<S> <C> <C> <C>
Bond Income Sub-account
04/19/95* to 12/31/95...............
01/01/96 to 12/31/96................
01/01/97 to 12/31/97................
01/01/98 to 12/31/98................
U.S. Government Sub-account
04/19/95* to 12/31/95...............
01/01/96 to 12/31/96................
01/01/97 to 12/31/97................
01/01/98 to 12/31/98................
Money Market Sub-account
04/19/95* to 12/31/95...............
01/01/96 to 12/31/96................
01/01/97 to 12/31/97................
01/01/98 to 12/31/98................
</TABLE>
- --------

*Date on which the sub-account first became available.

A-11
<PAGE>

HOW THE CONTRACT WORKS
<S> <C> <C>
PURCHASE PAYMENT CONTRACT VALUE DAILY DEDUCTION FROM VARIABLE ACCOUNT
. You can make a one-time . You allocate payments to your . We deduct a mortality and
investment or establish an choice, within limits, of Eligible expense risk charge of 1.30% on
ongoing investment program, Funds and/or the Fixed Account. an annualized basis from the
subject to the Company's . The Contract Value reflects Contract Value daily.
minimum and maximum purchase payments, investment . We deduct an Administration
purchase payment guidelines. experience, interest credited Asset Charge of 0.10% on an
on Fixed Account allocations, annualized basis from the
ADDITIONAL PAYMENTS partial surrenders, loans Contract Value daily.
. Generally may be made at any and Contract charges. . Investment advisory fees and
time, (subject to Company . The Contract Value invested in operating expenses are deducted
limits), but no purchase the Eligible Funds is not from the Eligible Fund assets
payments allowed: (1) during the guaranteed. daily.
seven years immediately . Earnings in the contract are free
preceding the Maturity Date of any current income taxes (see ANNUAL CONTRACT FEE
(except under Contracts issued page A-35). . We deduct a $30 Administration
in Pennsylvania or New York); or . You may change the allocation Contract Charge from the Contract
(2) after a Contract Owner (or of future payments, within limits, Value in the Variable Account
the Annuitant, if not owned in an at any time. on each anniversary while the
individual capacity) reaches . Prior to annuitization, you may Contract is in-force, other
age 86. transfer Contract Value among than under a Payment Option.
. Minimum $250 with certain accounts, currently free of (May be waived for certain large
exceptions (see page A-16). charge. (Special limits apply to Contracts.) We deduct a pro rata
the Fixed Account and to portion on full surrender and at
LOANS situations that involve annuitization.
. Loans are available to "market timing.")
participants of certain tax . Contract Value may not be SURRENDER CHARGE
qualified pension plans (see allocated among more than ten . Consists of Contingent Deferred
page A-23). Accounts (including the Fixed Sales Charge based on purchase
Account) at any time. payments made (see pages
SURRENDERS A-28 to A-30).
. Up to the greater of: 10% of the RETIREMENT BENEFITS
Contract Value at the beginning . Lifetime income options. PREMIUM TAX CHARGE
of the Contract Year; and the . Fixed and/or variable payout . Where applicable, we deduct a
excess of the Contract Value options. premium tax charge from the
over purchase payments that are . Retirement benefits may be Contract Value when annuity
subject to the Contingent taxable. benefits commence (and, in certain
Deferred Sales Charge on the . Premium tax charge may apply. states, at the earliest of: full
date of surrender, can be or partial surrender; annuitization;
withdrawn each year without or payment of the Death Proceeds
incurring a Contingent due to the death of a Contract
Deferred Sales Charge, subject Owner or, if applicable, of
to any applicable tax law the Annuitant).
restrictions.
. Surrenders may be taxable. ADDITIONAL BENEFITS
. Prior to age 59 1/2 a 10% penalty . You pay no taxes on your
tax may apply. (A 25% penalty investment as long as it
tax may apply upon surrender remains in the Contract.
from a SIMPLE IRA within . You may surrender the Contract at
the first two years.) any time for its Contract Value,
. Premium tax charge may apply. less any applicable Contingent
Deferred Sales Charge, subject
DEATH PROCEEDS to any applicable tax law
. Guaranteed not to be less than restrictions.
your total purchase payments . We may waive the Contingent
adjusted for any prior surrenders Deferred Sales Charge on
or outstanding loans (and, where evidence of terminal illness,
applicable, net of premium tax confinement to a nursing home,
charges). or permanent and total disability,
. Death proceeds may be taxable. if this benefit is available in
. Premium tax charge may apply. your state.
</TABLE>

A-12
<PAGE>

THE COMPANY

We were organized as a stock life insurance company in Delaware in 1980 and
are authorized to operate in all states, the District of Columbia and Puerto
Rico. Formerly, we were a wholly-owned subsidiary of New England Mutual Life
Insurance Company. On August 30, 1996, Metropolitan Life Insurance Company
("MetLife") bought New England Mutual Life Insurance Company. MetLife became
the parent of New England Variable Life Insurance Company which changed its
name to "New England Life Insurance Company," (the "Company") and changed its
domicile from the State of Delaware to the Commonwealth of Massachusetts. Our
Home Office is at 501 Boylston Street, Boston, Massachusetts 02116.

We are a member of the Insurance Marketplace Standards Association ("IMSA"),
and as such may include the IMSA logo and information about IMSA membership in
our advertisements. Companies that belong to IMSA subscribe to a set of
ethical standards covering the various aspects of sales and service for
individually sold life insurance and annuities.

THE VARIABLE ACCOUNT

We established a separate investment account, New England Variable Annuity
Separate Account (the "Variable Account"), under Delaware law on July 1, 1994,
to hold the assets backing the Contracts. When the Company changed its
domicile to Massachusetts on August 30, 1996 the Variable Account became
subject to Massachusetts law. The Variable Account is registered as a unit
investment trust under the Investment Company Act of 1940. The Variable
Account may be used to support other variable annuity contracts besides the
Contracts. The other contracts may have different charges, and provide
different benefits.

The assets of the Variable Account equal to its reserves and other contract
liabilities are not available to meet the claims of the Company's general
creditors. The income and realized and unrealized capital gains or losses of
the Variable Account are credited to or charged against the Variable Account
and not to other income, gains or losses of the Company. All obligations
arising under the Contracts are, however, general corporate obligations of the
Company.

We allocate your purchase payments to the sub-accounts that you elect. If
you allocate purchase payments to the Variable Account, the value of
Accumulation Units credited to your Contract and the amount of the variable
annuity payments depend on the investment experience of the Eligible Fund (a
mutual fund) in which your selected sub-accounts invests. We do not guarantee
the investment performance of the Variable Account. You bear the full
investment risk for all amounts allocated to the Variable Account.

INVESTMENTS OF THE VARIABLE ACCOUNT

We will allocate your purchase payments to the sub-accounts investing in one
or more of the Eligible Funds you chose, which we list below. No sales charge
will apply at the time you make your payment. You may change your selection of
Eligible Funds for future purchase payments at any time free of charge. (See
"Requests and Elections.") You can transfer to or from any Eligible Fund,
subject to certain conditions. (See "Transfer Privilege.") You may allocate
your Contract Value among no more than 10 Accounts (including the Fixed
Account) at any one time. The Company reserves the right to add or remove
Eligible Funds from time to time. See "Substitution of Investments."

Certain Eligible Funds have investment objectives and policies similar to
other funds that may be managed by the same subadviser. The performance of the
Eligible Funds, however, may be higher or lower than the other funds. We make
no representation that the investment results of any of the Eligible Funds
will be comparable to the investment results of any other fund, even if the
other fund has the same subadviser.

A-13
<PAGE>

LOOMIS SAYLES SMALL CAP SERIES

The Loomis Sayles Small Cap Series seeks long-term capital growth from
investments in common stocks or their equivalent. The Series invests primarily
in stocks of small capitalization companies with good earnings growth
potential that its subadviser believes are undervalued by the market.
Normally, the Series will invest at least 65% of its assets in companies with
market capitalization in the range of the market capitalization of those
companies which make up the Russell 2000 Index at the time of investment.

MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SERIES (FORMERLY DRAYCOTT
INTERNATIONAL EQUITY SERIES)

The Morgan Stanley International Magnum Equity Series seeks long-term
capital appreciation through investment primarily in equity securities of non-
U.S. issuers, in accordance with the weightings of countries included in the
Morgan Stanley Capital International EAFE Index, determined by the Series'
subadviser. Under normal circumstances, at least 65% of the Series' total
assets will be invested in equity securities of at least three different
countries outside the United States.

ALGER EQUITY GROWTH SERIES

The Alger Equity Growth Series seeks long-term capital appreciation. The
Series' assets will be invested primarily in a diversified, actively managed
portfolio of equity securities, primarily of companies having a total market
capitalization of $1 billion or greater.

GOLDMAN SACHS MIDCAP VALUE SERIES (FORMERLY LOOMIS SAYLES AVANTI GROWTH
SERIES)

The Goldman Sachs Midcap Value Series seeks long-term capital appreciation.
The Series invests, under normal circumstances, substantially all of its
assets in equity securities and at least 65% of its total assets in equity
securities of companies with public stock market capitalizations within the
range of the market capitalization of companies constituting the Russell
Midcap Index at the time of investment.

DAVIS VENTURE VALUE SERIES (FORMERLY VENTURE VALUE SERIES)

The Davis Venture Value Series seeks growth of capital. The Series will
primarily invest in domestic common stocks that its subadviser believes have
capital growth potential due to factors such as undervalued assets or earnings
potential, product development and demand, favorable operating ratios,
resources for expansion, management abilities, reasonableness of market price,
and favorable overall business prospects. The Series will generally invest
predominantly in equity securities of companies with market capitalizations of
at least $250 million.

WESTPEAK GROWTH AND INCOME SERIES (FORMERLY WESTPEAK VALUE GROWTH SERIES)

The Westpeak Growth and Income Series seeks long-term total return (capital
appreciation and dividend income) through investment primarily in equity
securities. Emphasis will be given to both undervalued securities ("value"
style) and securities of companies with growth potential ("growth" style).

LOOMIS SAYLES BALANCED SERIES

The Loomis Sayles Balanced Series seeks reasonable long-term investment
return from a combination of long-term capital appreciation and moderate
current income. The Series is "flexibly managed" in that sometimes it invests
more heavily in equity securities and at other times it invests more heavily
in fixed-income securities, depending on its subadviser's view of the economic
and investment outlook.

SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES

The Salomon Brothers Strategic Bond Opportunities Series seeks a high level
of total return consistent with preservation of capital. Assets will be
allocated among U.S. Government obligations, mortgage backed securities,

A-14
<PAGE>

domestic and foreign corporate debt and sovereign debt securities rated
investment grade (BBB or higher by S&P or Baa or higher by Moody's) (or
unrated but deemed to be of equivalent quality in the subadviser's judgment)
and domestic and foreign corporate debt and sovereign debt securities rated
below investment grade. Depending on market conditions, the Series may invest
without limit in below investment grade fixed-income securities. Securities of
below investment grade quality are considered high yield, high risk securities
and are commonly known as "junk bonds."

BACK BAY ADVISORS BOND INCOME SERIES

The Back Bay Advisors Bond Income Series seeks to provide a high level of
current income consistent with protection of capital.

SALOMON BROTHERS U.S. GOVERNMENT SERIES

The Salomon Brothers U.S. Government Series seeks to provide a high level of
current income consistent with preservation of capital and maintenance of
liquidity. The Series invests primarily in debt obligations (including
mortgage-backed securities) issued or guaranteed by the U.S. Government or its
agencies, authorities or instrumentalities, or derivative securities (such as
collateralized mortgage obligations) backed by such securities.

BACK BAY ADVISORS MONEY MARKET SERIES

The Back Bay Advisors Money Market Series seeks the highest possible level
of current income consistent with preservation of capital. The Series invests
in a variety of high quality money market instruments. Money market funds are
neither insured nor guaranteed by the U.S. Government and there can be no
assurance that the Series will maintain a stable net asset value of $100 per
share.

MFS INVESTOR SERIES

The MFS Investor Series seeks to provide reasonable current income and long-
term growth of capital and income.

MFS RESEARCH MANAGER SERIES

The MFS Research Manager Series seeks to provide long-term growth of capital
and future income.

INVESTMENT ADVICE

TNE Advisers, Inc., an indirect subsidiary of the Company, serves as
investment adviser for the Eligible Funds. Each of the Eligible Funds also has
a subadviser.

<TABLE>
<CAPTION>
SERIES SUB-ADVISER
- ------ -----------
<S> <C>
Back Bay Advisors Bond
Income Series........... Back Bay Advisors, L.P.*
Back Bay Advisors Money
Market Series........... Back Bay Advisors, L.P.*
Westpeak Growth and
Income Series........... Westpeak Investment Advisors, L.P.*
Loomis Sayles Small Cap
Series.................. Loomis Sayles & Company, L.P.*
Loomis Sayles Balanced
Series.................. Loomis Sayles & Company, L.P.*
Morgan Stanley
International Magnum
Equity Series........... Morgan Stanley Dean Witter Investment Management Inc.
Alger Equity Growth
Series.................. Fred Alger Management, Inc.
Goldman Sachs Midcap
Value Series............ Goldman Sachs Asset Management**
Davis Venture Value
Series.................. Davis Selected Advisers, L.P.***
Salomon Brothers U.S.
Government Series....... Salomon Brothers Asset Management Inc.
Salomon Brothers
Strategic Bond
Opportunities****....... Salomon Brothers Asset Management Inc.
MFS Investor Series...... Massachusetts Financial Services Company
MFS Research Manager
Series.................. Massachusetts Financial Services Company
</TABLE>

A-15
<PAGE>

- --------

*An affiliate of New England Life Insurance Company.

** The Goldman Sachs Midcap Value Series' subadviser was Loomis Sayles &
Company, L.P., until May 1, 1998 when Goldman Sachs Asset Management
became the subadviser.

*** Davis Selected Advisers may delegate any of its responsibilities to Davis
Selected Advisers--NY, Inc., a wholly owned subsidiary of Davis Selected.

**** The Salomon Brothers Strategic Bond Opportunities Series also receives
certain investment subadvisory services from Salomon Brothers Asset
Management Limited, a London based affiliate of Salomon Brothers Asset
Management Inc.

Each of the Eligible Funds is a Series of the New England Zenith Fund (the
"Zenith Fund"). The attached Zenith Fund prospectus contains more complete
information on each Series. You should read that prospectus carefully before
investing.The Zenith Fund's Statement of Additional Information also contains
more information on each Series. You may obtain the Statement of Additional
Information free of charge by writing to New England Securities, 399 Boylston
St., Boston, Massachusetts, 02116 or telephoning 1-800-356-5015, or by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

SUBSTITUTION OF INVESTMENTS

If investment in the Eligible Funds or a particular Series is no longer
possible or in the judgment of the Company becomes inappropriate for the
purposes of the Contract, the Company may substitute another Eligible Fund or
Funds without your consent. Substitution may be made with respect to both
existing investments and the investment of future purchase payments. However,
we will not make such substitution without any necessary approval of the
Securities and Exchange Commission.

GUARANTEED OPTION

You may allocate purchase payments to the Fixed Account in states that have
approved the Fixed Account option. The Fixed Account is a part of our general
account and offers a guaranteed interest rate. (See "The Fixed Account" for
more information.)

THE CONTRACTS

In some states, the Contracts that are available provide a different minimum
guaranteed death benefit and impose a lower mortality and expense risk charge.
Consult with your agent regarding the Contracts available in your state when
you are considering purchasing a contract.

PURCHASE PAYMENTS

Currently, the minimum initial purchase payment is $5,000, and the minimum
subsequent purchase payment is $250; however, the following exceptions may
apply.

. When the Contract is bought as part of an individual retirement account
under Section 408(a) of the Code or individual retirement annuity under
Section 408(b) of the Code (both referred to as "IRAs"), and a Roth IRA
under Section 408A of the Code ("Roth IRA") the minimum initial purchase
payment we will accept is $2,000, or if you choose to have monthly
purchase payments withdrawn from your bank checking account or New
England Cash Management Trust account, a service known as the Master
Service Account arrangement ("MSA") we will accept a minimum of $100.

. For Contracts bought as part of other types of retirement plans
qualifying for tax-benefited treatment under the Code, we will accept
monthly purchase payments as low as $50 per month if payments are made
through a group billing arrangement (also known as a "list bill"
arrangement).

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Retirement Investment Account ("Preference") or New England Variable
Account ("Zenith Accumulator") contract for a Contract, we may waive the
minimum initial and subsequent purchase payment amounts to correspond with
the old contract. (For more information on exchanges, see Appendix D.)

We may limit purchase payments made under a Contract. Currently, we may
refuse any purchase payment that would cause your Contract Value, including
the value of all other Contracts you may own with us, to exceed $1,000,000. We
will not accept a purchase payment that would cause your Contract Value,
including the value of all other contracts you may own with us, to exceed
$5,000,000. We may limit purchase payments under a flexible purchase payment
contract to three times the amount shown in the application for any given
Contract year.

NO PURCHASE PAYMENTS MAY BE MADE: (1) WITHIN SEVEN YEARS PRIOR TO THE
CONTRACT'S MATURITY DATE (EXCEPT UNDER CONTRACTS ISSUED IN PENNSYLVANIA OR NEW
YORK); OR (2) AFTER A CONTRACT OWNER (OR THE ANNUITANT, IF THE CONTRACT IS NOT
OWNED IN AN INDIVIDUAL CAPACITY) REACHES AGE 86.

When we receive a completed application and initial purchase payment, within
two business days we will issue your Contract. The Contract Date is the date
shown on your Contract. We will contact you if the application is incomplete
and we need additional information. We will return initial purchase payments
if this process is not completed within five business days unless you agree
otherwise. We reserve the right to reject any application.

TEN DAY RIGHT TO REVIEW

Within 10 days (or more where required by applicable state insurance law)
after you receive your Contract you may return it to us or our agent for
cancellation. Upon cancellation of the Contract, we will return to you the
Contract Value. If required by the insurance law or regulations of the state
in which your Contract is issued, however, we will refund all purchase
payments made.

ALLOCATION OF PURCHASE PAYMENTS

You may allocate your purchase payments to the fixed account and to the
Eligible Funds, up to a maximum of ten Accounts (including the Fixed Account).
We convert your purchase payments, allocated to the Eligible Funds, to a unit
of interest known as an Accumulation Unit. The number of Accumulation Units
credited to the Contract is determined by dividing the purchase payment by the
Accumulation Unit Value for the selected sub-accounts at the end of the
valuation day we receive your purchase payment at our Home Office.

CONTRACT VALUE AND ACCUMULATION UNIT VALUE

We determine the value of your Contract by multiplying the number of
Accumulation Units credited to your Contract by the appropriate Accumulation
Unit Values. The Accumulation Unit Value of each sub-account depends on the
net investment experience of its corresponding Eligible Fund and reflects the
deduction of all fees and expenses.

The Accumulation Unit Value of each sub-account was initially set at $1.00.
We determine the Accumulation Unit Value by multiplying the most recent
Accumulation Unit Value by the net investment factor for that day. The net
investment factor for any sub-account reflects the change in net asset value
per share of the corresponding Eligible Fund as of the close of regular
trading on the New York Stock Exchange from the net asset value most recently
determined, the amount of dividends or other distributions made by that
Eligible Fund since the last determination of net asset value per share, and
daily deductions for the Mortality and Expense Risk Charge and Administration
Asset Charge, equal, on an annual basis, to 1.40% of the average daily net
asset value of the sub-account. The net investment factor may be greater or
less than one. We describe the formula for determining the net investment
factor under the caption "Net Investment Factor" in the Statement of
Additional Information.

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includes the amount of Contract Value transferred to our general account (but
outside of the Fixed Account) due to the loan and any interest credited on
that amount. We will credit interest earned on the amount held in the general
account due to the loan at least annually to the sub-accounts you selected on
the application. (See "Loan Provision for Certain Tax Benefited Retirement
Plans.")

PAYMENT ON DEATH PRIOR TO ANNUITIZATION

Prior to annuitization, your Contract's Death Proceeds will be payable to
your Beneficiary if we receive due proof of the death of: (1) you as Contract
Owner; (2) the first Contract Owner to die, if your Contract has joint owners;
or (3) the Annuitant, if your Contract is not owned in an individual capacity.
(If there is no named Beneficiary under a joint Contract, the Death Proceeds
will be paid to the surviving Contract Owner.)

The Contract's Death Proceeds at any time will be the greater of:

(1) the current Contract Value (next determined after we receive due
proof of death or if later an election to continue the Contract or to
receive payment(s)) and;

(2) the minimum guaranteed death benefit.

During the first six months of your Contract the minimum guaranteed death
benefit is equal to your purchase payments minus any partial surrenders.
Partial surrenders will decrease the minimum guaranteed death benefit by the
percentage of Contract Value withdrawn. On the sixth month anniversary of your
Contract and on each six month anniversary thereafter, until your 76th
birthday or 71st birthday of the oldest joint owner, the minimum guaranteed
death benefit is equal to the larger of:

(1) the minimum guaranteed death benefit that applied to your Contract
prior to the recalculation;

(2) the Contract Value on the date of recalculation.

The new minimum guaranteed death benefit (plus any subsequent purchase
payments, and less any subsequent surrenders), applies to your Contract until
the next recalculation (six month anniversary) date, or until you make a
purchase payment or surrender.

EXAMPLE:

Assume that we issue your contract with a $10,000 purchase payment
on 1/1/98. No further purchase payments are made and during the
first six months, no partial surrenders are made. During the first
six months, the minimum guaranteed death benefit is $10,000. Assume
that on 7/1/98, the Contract Value is $10,700. The minimum
guaranteed death benefit is reset on that date to $10,700.

Assume that the Contract Value increases to $11,000 by 12/1/98, and
that you request a partial surrender of 5% of your Contract Value,
or $550, on that date. The minimum guaranteed death benefit
immediately following the partial surrender is $10,165 [$10,700-
.05($10,700)].

Assume that on 12/31/98 the Contract Value has decreased to $10,050.
The minimum guaranteed death benefit remains at $10,165 and the
Death Proceeds payable on 12/31/98 is $10,165.

Options for Death Proceeds. For non-tax qualified plans, the Code requires
that if the Contract Owner (or, if applicable, Annuitant) dies prior to
annuitization, we must pay Death Proceeds within 5 years from the date of
death or apply the Death Proceeds to a payment option to begin within one
year, but not to exceed the life expectancy of the beneficiary. We will pay
the Death Proceeds, reduced by the amount of any outstanding loan plus accrued
interest and by any applicable premium tax charge, in a lump sum or apply them
to provide one or more of the fixed or variable methods of payment available
(see "Annuity Options"). (Certain annuity payment options are not available
for the Death Proceeds.) You may elect the form of payment during your
lifetime (or during the Annuitant's lifetime, if the Contract is not owned by
an individual). This election, particularly for Contracts issued in connection
with retirement plans qualifying for tax benefited treatment, is subject to
any applicable requirements of Federal tax law.

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If you have not elected a form of payment, your Beneficiary has 90 days
after we receive due proof of death to make an election. Whether and when such
an election is made could affect when the Death Proceeds are deemed to be
received under the tax laws.

The Beneficiary may: (1) receive payment in a single sum; (2) receive
payment in the form of certain annuity payment options that begin within one
year of the date of death; or (3) if eligible, continue the Contract under the
Beneficiary Continuation provision or the Spousal Continuation provision, as
further described below. IF THE BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN
90 DAYS AFTER WE RECEIVE DUE PROOF OF DEATH, AND THE BENEFICIARY IS ELIGIBLE
FOR EITHER THE BENEFICIARY CONTINUATION OR THE SPOUSAL CONTINUATION PROVISION,
WE WILL CONTINUE THE CONTRACT UNDER THE APPLICABLE PROVISION.

There are comparable rules for distributions on the death of the Annuitant
under tax qualified plans. However, if the Beneficiary under a tax qualified
Contract is the Annuitant's spouse, tax law generally allows distributions to
begin by the year in which the Annuitant would have reached age 70 1/2 (which
may be more or less than five years after the Annuitant's death). See
"Qualified Contracts--Distributions from the Contract."

If you (or, if applicable, the Annuitant) die on or after annuitization, the
remaining interest in the Contract will be distributed as quickly as under the
method of distribution in effect on the date of death.

--BENEFICIARY CONTINUATION

Since tax law requires that Death Proceeds be distributed within five years
after the death of a Contract Owner (or, if applicable, the Annuitant), the
Beneficiary Continuation provision permits a Beneficiary to keep the Death
Proceeds in the Contract and to continue the Contract for a period ending five
years after the date of death. The Death Proceeds must meet our published
minimum (currently $5,000 for non-tax qualified Contracts and $2,000 for tax
qualified Contracts) in order for the Contract to be continued by any
Beneficiary.

IF THE BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER WE RECEIVE
DUE PROOF OF DEATH, WE WILL CONTINUE THE CONTRACT UNDER THE BENEFICIARY
CONTINUATION PROVISION FOR A PERIOD ENDING FIVE YEARS AFTER THE DATE OF DEATH.
IF BENEFICIARY CONTINUATION IS NOT AVAILABLE BECAUSE THE BENEFICIARY'S SHARE
OF THE DEATH PROCEEDS DOES NOT MEET OUR PUBLISHED MINIMUM, HOWEVER, WE WILL
PAY THE DEATH PROCEEDS IN A SINGLE SUM UNLESS THE BENEFICIARY ELECTS AN
ANNUITY PAYMENT OPTION WITHIN 90 DAYS AFTER WE RECEIVE DUE PROOF OF DEATH.

The Death Proceeds become the Contract Value on the date of the continuation
and are allocated among the accounts in the same proportion as they had been
prior to the continuation. In addition, the Beneficiary will have the right to
make transfers and fully or partially surrender his or her portion of the
Contract Value, but may not make further purchase payments, take loans, or
exercise the dollar cost averaging feature. No minimum guaranteed death
benefit amount or Contingent Deferred Sales Charge will apply. Five years from
the date of death of the Contract Owner (or, if applicable, the Annuitant), we
will pay the Beneficiary's Contract Value to the Beneficiary. If the
Beneficiary dies during that five year period, the Beneficiary's death benefit
is the Contract Value on the date when we receive due proof of death.

--SPECIAL OPTIONS FOR SPOUSES

Under the Spousal Continuation provision, the Contract may be continued
after your death prior to annuitization in certain situations: if a Contract
has spousal joint owners who are also the only Beneficiaries under the
Contract, or if only one spouse is the Contract Owner (or, if applicable, the
Annuitant) and the other spouse is the primary Beneficiary. In either of these
situations, the surviving spouse may elect, within 90 days after we receive
due proof of your death:

(1) to receive the Death Proceeds either in one sum or under a permitted
payment option;

(2) to continue the Contract under the Beneficiary Continuation
provision; or

(3) to continue the Contract under the Spousal Continuation provision
with the surviving spouse as the Contract Owner (or, if applicable, the
Annuitant).

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IF THE SURVIVING SPOUSE DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER WE
RECEIVE DUE PROOF OF DEATH, WE WILL AUTOMATICALLY CONTINUE THE CONTRACT UNDER
THE SPOUSAL CONTINUATION PROVISION, AND THE SURVIVING SPOUSE WILL NOT BE ABLE
TO RECEIVE THE DEATH PROCEEDS AT THAT TIME. All terms and conditions of the
Contract that applied prior to the death will continue to apply, regardless of
whether or not the Contract is qualified for tax benefited treatment under the
Code, except that:

a. We will not permit additional purchase payments or loans under
Contracts issued in connection with a retirement plan qualifying for tax
benefited treatment under Sections 401 or 403 of the Internal Revenue Code;
and

b. The Maturity Date will be reset, if necessary, based on the age of the
surviving spouse.

Except under Contracts issued in New York or Pennsylvania, if the reset
Maturity Date would be less than seven years after the date of the most recent
purchase payment made, no Contingent Deferred Sales Charge will apply under
the Contract.

We will not permit Spousal Continuation if:

(1) the reset Maturity Date is greater than our permitted maximum;

(2) at the time of your death, your surviving spouse is older than the
maximum maturity age allowed under state law; or

(3) at the original Maturity Date, your surviving spouse would be older
than the maximum maturity age allowed under state law.

Most states have a maximum maturity age of 95 except New York and
Pennsylvania which have a maximum maturity age of 85.

A surviving spouse who elects Beneficiary Continuation under a Contract that
is qualified for tax-benefited treatment under the Code must begin to receive
distributions from the Contract by the earlier of: (1) five years from the
date of death; and (2) the year in which you would have reached age 70 1/2.

If a loan exists at the time the Contract Owner (or, if applicable,
Annuitant) dies, and the Contract is continued under the Spousal Continuation
provision, the amount of the outstanding loan plus accrued interest will be
treated as a taxable distribution from the Contract to the deceased Contract
Owner, and we will reduce the Contract Value accordingly.

TRANSFER PRIVILEGE

Currently, you may transfer your Contract Value among sub-accounts and/or
the Fixed Account without incurring federal income tax consequences. It is not
clear, however, whether the Internal Revenue Service will limit the number of
transfers between sub-accounts and/or the Fixed Account. See "Tax Status of
the Contract--Diversification."

Transfers During the Accumulation Phase. We currently do not charge a
transfer fee or limit the number of transfers. We reserve the right to limit
transfers and to charge a transfer fee. If we do change our policy, we will
notify you in advance. Currently we allow a maximum of $500,000 and a minimum
of $100 for each transfer. (If a sub-account contains less than $100, you may
transfer this amount to a sub-account in which you already invested, or you
may transfer this amount in combination with Contract Value from another sub-
account so that the total transferred to the new sub-account is at least
$100.)

Transfers During the Annuity Phase. Currently, you may only make one
transfer per contract year. The same maximum and minimum amounts described
above will apply. You may not transfer to the Fixed Account if you are
receiving payments under a variable payment option. No transfers are allowed
if you are receiving payments under a fixed payment option.

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We will treat as one transfer all transfers requested by you on the same day
for all Contracts you own. For multiple transfers requested on the same day,
which exceed the $500,000 maximum, we will not execute any amount of the
transfer. We will make transfers at the Accumulation Unit Values next
determined after we receive your request.

For transfers that we determine are based on "market-timing" (e.g.,
transfers under different Contracts that are being requested under Powers of
Attorney with a common attorney-in-fact or that are, in our determination,
based on the recommendation of a common investment adviser or broker/dealer),
we will allow one transfer every 30 days. Each transfer is subject to a
$500,000 maximum. We will treat as one transfer all transfers requested under
different Contracts that are being requested under Powers of Attorney with a
common attorney-in-fact or that are, in our determination, based on the
recommendation of a common investment adviser or broker/dealer. If we process
a transfer under one such Contract and, within the next 30 days, a transfer
request for another Contract is determined by us to be related, we will not
process the second transfer request.

The above limitations on transfers that we determine to be based on market-
timing do not apply to Contracts issued in New York. In New York as in all
other states, however, transfers can be made under Powers of Attorney only
with our consent.

We will notify you, in advance, if we change the above transfer provisions.

See "Requests and Elections" for information regarding transfers made by
written request and by telephone.

For special rules regarding transfers involving the Fixed Account, see "The
Fixed Account." We limit transfers out of the Fixed Account as to amount.
Special limits may apply on purchase payments and amounts transferred into the
Fixed Account. See the Statement of Additional Information.

We may distribute your Contract Value among no more than 10 Accounts
(including the Fixed Account) at any time. We will not process transfer
requests not complying with this rule.

DOLLAR COST AVERAGING

We offer an automated transfer privilege called dollar cost averaging. Under
this feature you may request that we transfer an amount of your Contract Value
on the same day each month, prior to annuitization, from any one account of
your choice to one or more of the other accounts (including the Fixed Account,
subject to the limitations on transfers into the Fixed Account). You may not
allocate Contract Value to more than 10 accounts, including the Fixed Account,
at any time. We currently restrict the amount of Contract Value which you may
transfer from the Fixed Account. We allow one dollar cost averaging program to
be active at a time. Currently, you must transfer a minimum of $100 to each
account that you select under this feature. If we impose a transfer fee, we
will count transfers made under the dollar cost averaging program against the
number of transfers per year allowed free of charge. You may cancel your use
of the dollar cost averaging program at any time prior to the monthly transfer
date. (See Appendix A for more information about Dollar Cost Averaging and the
Statement of Additional Information for more information on Dollar Cost
Averaging and the Fixed Account.)

For contracts purchased after , 1999, and to the extent allowed by state
law, we reserve the right to credit an enhanced interest rate to initial
payments which you deposit into the Fixed Account for the purpose of dollar
cost averaging. For more information see "The Fixed Account" on page A-42 and
the Statement of Additional Information.

SURRENDERS

Before annuitization, you may surrender (withdraw) all or part of your
Contract Value. You may receive the proceeds in cash or apply them to a
payment option. The proceeds you receive will be the Contract Value reduced by
the following amounts:

. any applicable Contingent Deferred Sales Charge;

. a pro rata portion of the Administration Contract Charge (on a full
surrender only);

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. a premium tax charge (in certain states only); and

. any outstanding loan plus accrued interest (on a full surrender only).

See "Administration Charges, Contingent Deferred Sales Charge and Other
Deductions" and "Loan Provision for Certain Tax Benefited Retirement Plans"
for a description of these charges and when they apply.

Restrictions. Federal tax laws, laws relating to employee benefit plans, or
the terms of benefit plans for which the Contracts may be purchased may
restrict your right to surrender the Contract.

. The Optional Retirement Program of the University of Texas System does
not permit surrenders prior to the plan participant's death, retirement,
or termination of employment in all Texas public institutions of higher
education.

. Federal tax laws impose penalties on certain premature distributions from
the Contracts. Full and partial surrenders and systematic withdrawals
prior to age 59 1/2 may be subject to a 10% penalty tax (and 25% in the
case of a withdrawal from a SIMPLE IRA within the first two years). (See
"Federal Income Tax Status.")

Because a surrender may result in adverse tax consequences, you should
consult a qualified tax advisor before making the surrender. (See "Federal
Income Tax Status--Qualified Contracts.")

How to surrender.

. You must submit a request to our Home Office. (See "Requests and
Elections.")

. You must provide satisfactory evidence of terminal illness, confinement
to a nursing home or permanent and total disability if you would like to
have the Contingent Deferred Sales Charge waived. (See "Administration
Charges, Contingent Deferred Sales Charge and Other Deductions.")

. You must state in your request whether you would like to apply the
proceeds to a payment option (otherwise you will receive the proceeds in
a lump sum and may be taxed on them).

. We have to receive your surrender request in our Home Office prior to the
Maturity Date or Contract Owner's death.

We will normally pay surrender proceeds within seven days after receipt of a
request at the Home Office, but we may delay payment, by law, under certain
circumstances. (See "Suspension of Payments.")

Amount of Surrender. We will base the amount of the surrender proceeds on
the Accumulation Unit Values that are next computed after we receive the
completed surrender request at our Home Office. However, if you choose to
apply the surrender proceeds to a payment option, we will base the surrender
proceeds on Accumulation Unit Values calculated on a later date if you so
specify in your request. The amount of a partial surrender is a minimum of
$100 unless we consent otherwise. After a partial surrender, your remaining
Contract Value must be at least $1,000, unless we consent to a lower amount.
If your Contract is subject to an outstanding loan, the remaining unloaned
Contract Value must be at least 10% of the total Contract Value after the
partial surrender or $1,000, whichever is greater (unless we consent to a
lesser amount). Otherwise, at your option, either we will reduce the amount of
the partial surrender or we will treat the transaction as a full surrender
that is subject to the full amount of any applicable Contingent Deferred Sales
Charge. A partial surrender will reduce your Contract Value in the sub-
accounts in proportion to the amount of your Contract Value in each sub-
account, unless you request otherwise.

SYSTEMATIC WITHDRAWALS

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under the Systematic Withdrawal feature. Currently a withdrawal must be a
minimum of $100. If you choose to have the investment gain withdrawn and it is
less than $100 for a month, no withdrawal will be made that month. We reserve
the right to change the required minimum monthly withdrawal amount. If the New
York Stock Exchange is closed on the day when the withdrawal is to be made, we
will process the withdrawal on the next business day. The Contingent Deferred
Sales Charge will apply to amounts we receive under the Systematic Withdrawal
program in the same manner as it applies to other partial surrenders and
surrenders of Contract Value. (See "Contingent Deferred Sales Charge.")

If you make a partial surrender or a purchase payment at the same time that
you are having the investment gain withdrawn under the Systematic Withdrawal
feature, we will cancel the Systematic Withdrawal effective as of the next
monthly withdrawal date. However, at your option, we will resume Systematic
Withdrawals the following month. We will adjust the amount of the Systematic
Withdrawals to reflect the purchase payment or partial surrender.

If you continue to make purchase payments under the Contract while you are
making Systematic Withdrawals you could incur any applicable Contingent
Deferred Sales Charge on the withdrawals at the same time that you are making
the new purchase payments. However, no Contingent Deferred Sales Charge will
apply if you are having the investment gain (rather than a fixed dollar
amount) withdrawn.

The Federal tax laws may include systematic withdrawals in your gross income
in the year in which you receive the withdrawal amount and will impose a
penalty tax of 10% on certain systematic withdrawals which are premature
distributions. The application for the systematic withdrawal program sets
forth additional terms and conditions.

LOAN PROVISION FOR CERTAIN TAX BENEFITED RETIREMENT PLANS

Contract loans are available to participants under TSA Plans that are not
subject to ERISA and to trustees of Qualified Plans (including those subject
to ERISA). Availability of Contract loans is subject to state insurance
department approval. The minimum loan amount is currently $1,000.

We will not permit more than one loan at a time on any Contract except where
state regulators require otherwise. Additional limits apply to qualified
loans. Please see your plan administrator and/or refer to your contract for
details.

When you take out a loan we will transfer a portion of your Contract Value
equal to the amount of the loan to our general account. This portion of
Contract Value will earn interest (which is credited to your Contract),
currently at the effective rate of 4 1/2% per year. We will credit this earned
interest to your Contract's sub-accounts (and, if available under your
Contract, to the Fixed Account) annually in accordance with your previous
allocation instructions.

Under current rules, interest charged on the loan will be 6 1/2% per year.
Depending on our interpretation of applicable law and on our administrative
procedures, the interest rates charged and earned on loaned amounts may be
changed (for example, to provide for a variable interest rate) with respect to
new loans made. Because the amount moved to the general account as a result of
the loan does not participate in the Variable Account's investment experience,
a Contract loan can have a permanent effect on your Contract Value and Death
Proceeds.

You must repay loans within 5 years except for certain loans used for the
purchase of a principal residence, (which must be repaid within 20 years.) We
will require repayment of the principal amount and interest on the loan in
equal monthly installments under our repayment procedures. Contract loans are
subject to applicable retirement program laws and their taxation is determined
under the Code.

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Contract loan. If there is a default on the Contract loan, we may make a full
or partial surrender in an amount equal to the outstanding loan balance (plus
any applicable Contingent Deferred Sales Charge and Administration Contract
Charge in each case). (The loan application defines a default on the loan and
includes, among other things, nonpayment of three consecutive or a total of
five installment repayments, or surrender of the Contract.) For TSA Plans that
are not subject to ERISA, the current actual distribution will be limited to
pre-1989 money unless you are age 59 1/2 or otherwise comply with the legal
requirements for permitted distributions under the TSA contract. If these
limitations do not apply (i.e. you are under the age of 59 1/2 or no pre-1989
money is in your contract) we will report the amount of the unpaid installment
repayment or default as a deemed distribution for tax purposes, but will
postpone an actual distribution from the Contract until the earliest
distribution date permitted under the law. We will not accept an installment
repayment of less than the amount billed. A full or partial surrender of the
Contract to repay all or part of the loan may result in serious adverse tax
consequences for the plan participant (including penalty taxes) and may
adversely affect the qualification of the plan or Contract. The trustee of a
Qualified Plan subject to ERISA will be responsible for reporting to the IRS
and advising the participant of any tax consequences resulting from the
reduction in the Contract Value caused by the surrender and for determining
whether the surrender adversely affects the qualification of the plan. In the
case of a TSA Plan not subject to ERISA, we will report the default to the IRS
as a taxable distribution under the Contract.

The Internal Revenue Service issued proposed regulations in December of
1995, which, if finalized in their present form, would require that if the
repayment terms of a loan are not satisfied after the loan has been made due
to a failure to make a loan repayment as scheduled, including any applicable
grace period, the balance of the loan would be deemed to be distributed. If
the loan is treated as a distribution under Code Section 72(p), the proposed
regulations state that the amount so distributed is to be treated as a taxable
distribution subject to the normal rules of Code Section 72, if the
participant's interest in the plan includes after-tax contributions (or other
tax basis). A deemed distribution would also be a distribution for purposes of
the 10 percent tax in Code Section 72(t). However, a deemed distribution under
Section 72(p) would not be treated as an actual distribution for purposes of
Code Section 401, the rollover and income averaging provisions of Section 402
and the distribution restrictions of Section 403(b).

If you have a loan you may not be able to make any partial surrenders. After
any partial surrender, the remaining unloaned Contract Value must be at least
10% of the total Contract Value after the partial surrender or $1,000,
whichever is greater (unless we consent to a lesser amount). If a partial
surrender by us to enforce the loan repayment schedule would reduce the
unloaned Contract Value below this amount, we reserve the right to surrender
your entire Contract and apply the Contract Value to the Contingent Deferred
Sales Charge, the Administration Contract Charge and the amount owed to us
under the loan. If at any time an excess Contract loan exists (that is, the
Contract loan balance exceeds the Contract Value), we have the right to
terminate your Contract.

Unless you request otherwise, Contract loans will reduce the amount of the
Contract Value in the accounts in proportion to the Contract Value in each
account. If any portion of the Contract loan was attributable to Contract
Value in the Fixed Account, then you will have to allocate an equal portion of
each loan repayment to the Fixed Account. (For example, if 50% of the loan was
attributable to your Fixed Account Contract Value, then 50% of each loan
repayment will be allocated to the Fixed Account). Unless you request
otherwise, we will allocate a repayment to the sub-accounts in the same
proportions to which the loan was attributable to the sub-accounts.

We will reduce the amount of your death proceeds, the amount payable upon
surrender of your Contract and the amount applied on the Maturity Date to
provide annuity payments by the amount of any outstanding Contract loan plus
accrued interest. In these circumstances, the amount of the outstanding
Contract loan plus accrued interest generally will be taxed as a taxable
distribution.

The Department of Labor has issued regulations (the "ERISA regulations")
governing plan participant loans under retirement plans subject to ERISA.
Generally, the ERISA regulations will apply to retirement plans that qualify
under Section 401(a) and certain other employer-sponsored qualified plans. YOU
AND YOUR EMPLOYER ARE RESPONSIBLE FOR DETERMINING WHETHER YOUR PLAN IS SUBJECT
TO AND COMPLIES WITH THE ERISA REGULATIONS ON PARTICIPANT PLAN LOANS.

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<PAGE>

It is the responsibility of the trustee of a Qualified Plan subject to ERISA
to ensure that the proceeds of a Contract loan are made available to a
participant under a separate plan loan agreement. The terms of this agreement
must comply with all the plan qualification requirements including the
requirements of the ERISA regulations on plan loans. The plan loan agreement
may differ from your Contract loan provisions and, if you are a participant in
a Qualified Plan subject to ERISA, you should consult with the fiduciary
administering the plan loan program to determine your rights and obligations
with respect to plan loans.

The ERISA regulations have requirements for plan loans relating to their
maximum amount, availability, and other matters. Among the rules are the
requirements that the loan bear a reasonable rate of interest, be adequately
secured, provide a reasonable repayment schedule, and be made available on a
basis that does not discriminate in favor of employees who are officers or
shareholders or who are highly compensated. These regulations may change from
time to time. Failure to comply with these requirements may result in
penalties under the Code and under ERISA.

One of the current requirements of the ERISA regulations is that the plan
must charge a "commercially reasonable" rate of interest for plan loans. The
Contract loan interest rate may not be considered "commercially reasonable"
within the meaning of the ERISA regulations. It is the responsibility of the
plan fiduciary to charge the participant any additional interest under the
plan loan agreement which may be necessary to make the overall rate charged
comply with the regulation. The ERISA regulations also currently require that
a loan be adequately secured, but provide that not more than 50% of the
participant's vested account balance under the plan may be used as security
for the loan. A Contract loan is secured by a portion of the Contract Value
which is held in the Company's general account. The plan fiduciary must ensure
that the Contract Value held as security under the Contract, plus any
additional portion of the participant's vested account balance which is used
as security under the plan loan agreement, does not exceed 50% of the
participant's total vested account balance under the plan.

The tax and ERISA rules relating to participant loans under tax benefited
retirement plans are complex and in some cases unclear, and they may vary
depending on the individual circumstances of each loan. We strongly recommend
that you, your employer and your plan fiduciary consult a qualified tax
advisor regarding the currently applicable tax and ERISA rules before taking
any action with respect to loans.

We will provide further information regarding loans upon request.

DISABILITY BENEFIT RIDER

Subject to state availability, we intend to offer a disability benefit rider
which may be purchased, provided the Annuitant satisfies our underwriting
standards. This feature will be available only if you are under age 60 when we
issue your Contract and if you plan to make regular annual contributions to
the Contract. If the Annuitant becomes totally disabled, the rider will
provide that we will make monthly purchase payments subject to the terms and
conditions of the rider. Consult your registered representative regarding the
availability of this rider.

SUSPENSION OF PAYMENTS

We reserve the right to suspend or postpone the payment of any amounts due
under the Contract or transfers of Contract Values between sub-accounts or to
the Fixed Account when permitted under applicable Federal laws, rules and
regulations. Current Federal law permits such suspension or postponement if:
(a) the New York Stock Exchange is closed (other than for customary weekend
and holiday closings); (b) trading on the Exchange is restricted; (c) an
emergency exists so that it is not practical to dispose of securities held in
the Variable Account or to determine the value of its assets; or (d) the
Securities and Exchange Commission by order so permits for the protection of
securities holders.

OWNERSHIP RIGHTS

During the Annuitant's lifetime, all rights under the Contract belong solely
to you as the Contract Owner unless otherwise provided.

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<PAGE>

These rights include the right to:

. change the Beneficiary

. assign the Contract (subject to limitations)

. change the payment option

. exercise all other rights, benefits, options and privileges allowed by
the Contract or us.

For individually owned Contracts where the Contract Owner and Annuitant are
not the same, the Contract Owner must be the Contingent Annuitant. This person
becomes the Annuitant under your Contract if the Annuitant dies prior to
annuitization. Under a jointly owned Contract, if the Annuitant is not one of
the Contract Owners, then one Contract Owner must be the Contingent Annuitant.
You cannot change the Contingent Annuitant after the death of the Annuitant.
If you use a Contract to fund an IRA or TSA Plan, the Contract Owner must be
the Annuitant, and we will not allow a Contingent Annuitant. If you transfer
ownership of the Contract under an ERISA "Pension Plan" to a non-spousal
beneficiary, you may need spousal consent.

Qualified Plans and certain TSA Plans with sufficient employer involvement
are deemed to be "Pension Plans" under ERISA and may, therefore, be subject to
rules under the Retirement Equity Act of 1984. These rules require that
benefits from annuity contracts purchased by a Pension Plan and distributed to
or owned by a participant be provided in accordance with certain spousal
consent, present value and other requirements which are not enumerated in your
Contract. You should consider carefully the tax consequences of the purchase
of the Contracts by Pension Plans.

Contracts offered by the prospectus which we designed to qualify for the
favorable tax treatment described below under "Federal Income Tax Status"
contain restrictions on transfer or assignment, reflecting requirements of the
Code which must be satisfied in order to assure continued eligibility for such
tax treatment. In accordance with such requirements, ownership of such a
Contract may not be changed and the Contract may not be sold, assigned or
pledged as collateral for a loan or for any other purpose except under some
limited circumstances. A Contract Owner contemplating a sale, assignment or
pledge of the Contract should carefully review its provisions and consult a
qualified tax advisor.

If your Contract is used in connection with deferred compensation plans or
retirement plans not qualifying for favorable Federal tax treatment, such
plans may also restrict the exercise of your rights. You should review the
provisions of any such plan.

REQUESTS AND ELECTIONS

Requests for sub-account transfers or reallocation of future purchase
payments may be made:

. By Telephone (1-800-435-4117), between the hours of 9:00 a.m. and 4:00
p.m. Eastern Time

. Through your Registered Representative

. In writing to our Home Office, or

. By fax (617-578-5412)

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<PAGE>

any losses due to unauthorized or fraudulent transactions. All other requests
and elections under your Contract must be in writing signed by the proper
party, must include any necessary documentation and must be received at our
Home Office to be effective. If acceptable to us, requests or elections
relating to Beneficiaries and ownership will take effect as of the date signed
unless we have already acted in reliance on the prior status. We are not
responsible for the validity of any written request or election.

ADMINISTRATION CHARGES, CONTINGENT
DEFERRED SALES CHARGE AND OTHER DEDUCTIONS

We deduct various charges from your Contract Value for the services
provided, expenses incurred and risks assumed in connection with your
Contract. The charges are:

. Administration Contract Charge

. Administration Asset Charge

. Mortality and Expense Risk Charge

. Contingent Deferred Sales Charge

. Premium Tax Charge and Other Expenses

We describe these charges below. The amount of a charge may not necessarily
correspond to the costs associated with providing the services or benefits
indicated by the designation of the charge or associated with the particular
Contract. For example, the Contingent Deferred Sales Charge may not fully
cover all of the sales and distribution expenses actually incurred by us, and
proceeds from other charges, including the mortality and expense risk charge,
may be used in part to cover such expenses. Eligible Fund operating expenses
are shown on page A-7.

ADMINISTRATION CONTRACT CHARGE

The annual Administration Contract Charge is the lesser of: 2% of your total
Contract Value (including any Contract Value you have allocated to the Fixed
Account and any Contract Value held in our general account as the result of a
loan) and $30. This charge (along with the Administration Asset Charge) is for
such expenses as issuing Contracts, maintaining records, providing accounting,
valuation, regulatory and reporting services, as well as expenses associated
with marketing, sale and distribution of the Contracts.

We deduct the charge from your Contract Value on each Contract anniversary
for the prior Contract Year from each sub-account in the ratio of your
interest in each to your total Contract Value. We will deduct it on a pro rata
basis at annuitization or at the time of a full surrender if it is not on a
Contract anniversary. Currently, we do not impose the charge after
annuitization. If we issue two Contracts to permit the funding of a spousal
IRA, we will impose the Administration Contract Charge only on the Contract to
which you have allocated the larger purchase payments in your Contract
application. We deduct the charge entirely from the Contract Value in the
Variable Account, and not from the Contract Value in the Fixed Account or our
general account as the result of a loan.

We will waive the charge for a Contract Year if (1) your Contract Value at
the end of the year was at least $50,000, OR (2) you made at least $1,000 in
net deposits (purchase payments minus partial surrenders) during that Contract
Year and the Contract Value at the end of the previous Contract Year was at
least $25,000. (A pro rata charge will always be made on a full surrender and
at annuitization, however, regardless of the amount of your Contract Value.)

ADMINISTRATION ASSET CHARGE

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<PAGE>

over the life of your Contract, but the total dollar amount of the charge will
vary depending on the level of Contract Value in the Variable Account. We will
continue to access the Administration Asset Charge after annuitization if
annuity payments are made on a variable basis.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a Mortality and Expense Risk Charge from the Variable Account. The
charge is at an annual rate of 1.30% of the daily net assets of each such sub-
account, of which .75% represents a mortality risk charge and .55% represents
an expense risk charge. We compute and deduct this charge on a daily basis
from the assets in each sub-account. This charge is for the guaranteed annuity
rates (so that your annuity payments will not be affected by the mortality
rate of others), death benefit, and guarantee of Administration charges,
regardless of actual expenses incurred. The Mortality and Expense Risk Charge
as a percentage of Contract Value will not increase over the life of a
Contract. The Mortality and Expense Risk Charge will continue to be assessed
if annuity payments are made on a variable basis after annuitization. (See
"Annuity Payments.")

CONTINGENT DEFERRED SALES CHARGE

We do not deduct or charge for sales expenses from your purchase payments
when they are made. However, a Contingent Deferred Sales Charge may apply on
certain events ("CDSC events"). CDSC events are: (a) a full or partial
surrender of your Contract (including surrenders where you apply the proceeds
to certain payment options); (b) in some circumstances, a withdrawal of the
commuted value of amounts that you applied to an annuity payment option; or
(c) under Contracts issued in Pennsylvania or New York, the Maturity Date if
at that date a purchase payment has been invested for less than seven years.

When you make a full surrender of your Contract, we take into account the
Contingent Deferred Sales Charge in calculating the proceeds you will receive.
On a partial surrender, we deduct the Contingent Deferred Sales Charge from
the Contract Value remaining after deduction of the amount you requested. We
take the Contingent Deferred Sales Charge from the Contract Value in the sub-
accounts and the Fixed Account in the same proportion as the Contract Value
surrendered.

The Contingent Deferred Sales Charge equals a percentage of each purchase
payment. Each purchase payment is subject to the charge for seven years (12
month periods) from the date we receive it, as follows:

<TABLE>
<CAPTION>
IF WITHDRAWN DURING YEAR CHARGE
------------------------ ------
<S> <C>
1................................... 7%
2................................... 6%
3................................... 5%
4................................... 4%
5................................... 3%
6................................... 2%
7................................... 1%
Thereafter............................ 0%
</TABLE>

In no event will the amount of the Contingent Deferred Sales Charge exceed
the equivalent of 8% of the first $50,000 of purchase payments and 6.5% of
purchase payments in excess of $50,000.

In any Contract Year you may surrender the free withdrawal amount without
incurring the Contingent Deferred Sales Charge. The free withdrawal amount for
each Contract Year is equal to the greater of: (1) 10% of the Contract Value
at the beginning of the Contract Year; and (2) the excess of the Contract
Value over purchase payments subject to the Contingent Deferred Sales Charge
on the date of surrender. Unused free withdrawal amounts do not carry over to
the next Contract Year.

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<PAGE>

EXAMPLE:

Assume that you make a single purchase payment of $10,000 into the
Contract. The following illustrates the free withdrawal amount
available under two hypothetical situations.

HYPOTHETICAL CONTRACT VALUE
<TABLE>
<CAPTION>
10% OF
BEGINNING OF MAXIMUM FREE
AT BEGINNING ON WITHDRAWAL YEAR CONTRACT WITHDRAWAL
OF CONTRACT YEAR DATE CONTRACT GAIN VALUE AMOUNT
---------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Situation 1:............ $12,500 $14,000 $4,000 $1,250 $4,000
Situation 2:............ $11,000 $10,000 $ 0 $1,100 $1,100
</TABLE>

We will attribute a surrender first to the free withdrawal amount. If you
surrender an amount greater than the free withdrawal amount, we will attribute
the excess to purchase payments on a "first-in, first-out" basis. That is, we
will withdraw your purchase payments in the order you made them.

EXAMPLE:

Assume that you make a $10,000 purchase payment into the Contract on
6/1/98 and you make another $10,000 purchase payment on 2/1/99. The
following illustrates the Contingent Deferred Sales Charge that
would apply on partial surrenders in two hypothetical situations.

HYPOTHETICAL CONTRACT VALUE
<TABLE>
<CAPTION>
10% OF
BEGINNING OF MAXIMUM FREE
AT BEGINNING ON WITHDRAWAL YEAR CONTRACT WITHDRAWAL
OF CONTRACT YEAR DATE CONTRACT GAIN VALUE AMOUNT
---------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Situation 1: $7,000 par-
tial
surrender on 12/1/99... $22,000 $25,000 $5,000 $2,200 $5,000
</TABLE>

The first $5,000 withdrawn would be free of the Contingent Deferred Sales
Charge. We would make the remaining $2,000 of the withdrawal from the oldest
purchase payment (i.e. the 6/1/98 purchase payment). A 6% Contingent
Deferred Sales Charge would apply to the $2,000, because the withdrawal
would be taking place in the second year following the date of the purchase
payment.

HYPOTHETICAL CONTRACT VALUE
<TABLE>
<CAPTION>
10% OF
BEGINNING OF MAXIMUM FREE
AT BEGINNING ON WITHDRAWAL YEAR CONTRACT WITHDRAWAL
OF CONTRACT YEAR DATE CONTRACT GAIN VALUE AMOUNT
---------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Situation 2: $25,000
surrender on 1/1/03.... $30,000 $33,000 $13,000 $3,000 $13,000
</TABLE>

The first $13,000 withdrawn would be free of the Contingent Deferred Sales
Charge. We would make the remaining $12,000 of the withdrawal by withdrawing
the $10,000 purchase payment made on 6/1/98 and $2,000 of the $10,000
purchase payment that you made on 2/1/99. The Contingent Deferred Sales
Charge that would apply is: 3% X $10,000 + 4% X $2,000, or $380. The
remaining amount of purchase payments that could be subject to the
Contingent Deferred Sales Charge (assuming no further purchase payments were
made) would be $8,000.

Free withdrawal amounts do not reduce the total purchase payments that are
potentially subject to the Contingent Deferred Sales Charge under your
Contract.

If your Contract Value is less than your total purchase payments due to a
free withdrawal, negative investment performance or deduction of the
Administration Contract Charge, the following rules apply for calculating the
Contingent Deferred Sales Charge: the deficiency will be attributed to your
most recent purchase payment first, and subsequent earnings will be credited
to that deficiency (and not treated as earnings) until Contract Value exceeds
purchase payments.

A-29
<PAGE>

Waiver of Contingent Deferred Sales Charge. No Contingent Deferred Sales
Charge will apply:

. After 30 days from the time we issue your Contract if you apply the
proceeds to a variable or fixed payment option involving a life
contingency (described under "Annuity Options"), or, for a minimum
specified period of 15 years, to either the Variable Income for a
Specified Number of Years Option or the Variable Income Payments to Age
100 Option (described under "Annuity Options"), or a comparable fixed
option. However, if you later withdraw the commuted value of amounts
placed under any of those options, we will deduct from the amount you
receive a portion of the Contingent Deferred Sales Charge amount that we
would have deducted when you originally applied the Contract proceeds to
the option. We will take into account the lapse of time from
annuitization to surrender. We will base the portion of the Contingent
Deferred Sales Charge which applies on the ratio of (1) the number of
whole months remaining, on the date of the withdrawal, until the date
when the Contingent Deferred Sales Charge would expire, to (2) the number
of whole months that were remaining, when you applied the proceeds to the
option, until the date when the Contingent Deferred Sales Charge would
expire. (See example in Appendix B.)

. On full or partial surrenders if you, a joint owner, or Annuitant if the
contract is not owned by an individual, become terminally ill (as defined
in the Contract), have been confined to a nursing home for more than 90
continuous days, or are permanently and totally disabled (as defined in
the Contract). This benefit is only available if you were not over age 65
when we issued the Contract, and may not be available in every state.

. If under the Spousal Continuation provision the Contract's Maturity Date
is reset to a date that is less than seven years after the most recent
purchase payment was made. This waiver of the Contingent Deferred Sales
Charge will not apply, however, if we issued your Contract in New York or
Pennsylvania.

. On minimum distributions required by tax law. We currently waive the
Contingent Deferred Sales Charge on distributions that are intended to
satisfy required minimum distributions, calculated as if this Contract
was the participant's only retirement plan asset. This waiver only
applies if the required minimum distribution exceeds the free withdrawal
amount and no previous surrenders were made during the Contract Year.
(See "Federal Income Tax Status--Qualified Contracts.")

We may also waive the Contingent Deferred Sales Charge if you surrender a
Contract in order to purchase a group variable annuity issued by us or New
England Mutual Life Insurance Company (now MetLife).

We may sell the Contracts directly, without compensation, to a registered
representative, to employees, officers, directors, and trustees of the Company
and its affiliated companies, and certain family members of the foregoing, and
to employees, officers, directors, trustees and registered representatives of
any broker-dealer authorized to sell the Contracts or any bank affiliated with
such a broker-dealer and of any sub-adviser to the Eligible Funds, and certain
family members of the foregoing.

If consistent with applicable state insurance law, we may sell the
Contracts, without compensation, to us or MetLife for use with deferred
compensation plans for agents, employees, officers, directors, and trustees of
the Company and its affiliated companies, subject to any restrictions imposed
by the terms of such plans, or to persons who obtain their Contracts through a
bank, adviser or consultant to whom they pay a fee for investment or planning
advice. If sold under these circumstances, we will credit the Contracts with
an additional percentage of premium to reflect in part or in whole any cost
savings associated with the direct sale, but only if such credit will not be
unfairly discriminatory to any person. We will not credit any additional
premium to Contracts purchased by persons described above in exchange for
another variable annuity Contract issued by the Company or its affiliated
companies.

PREMIUM TAX CHARGE

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<PAGE>

Proceeds to the Beneficiary Continuation provision). Other states impose a
premium tax liability on the date when annuity benefits commence. In those
states, we deduct the premium tax charge from the Contract Value on that date.
To determine whether and when a premium tax charge will be imposed on a
Contract, we will look to the state of residence of the Annuitant when a
surrender is made, annuity benefits commence or Death Proceeds are paid. We
reserve the right to impose a premium tax charge when we incur a premium tax
or at a later date.

Deductions for state premium tax charges currently range from 1/2% to 2.25%
of the Contract Value (or, if applicable, purchase payments or Death Proceeds)
for Contracts used with retirement plans qualifying for tax benefited
treatment under the Code and from 1% to 3.5% of the Contract Value (or, if
applicable, Death Proceeds) for all other Contracts. See Appendix C for a list
of premium tax rates.

OTHER EXPENSES

An investment advisory fee is deducted from, and certain other expenses are
paid out of, the assets of each Eligible Fund. (See "Expense Table.") The
prospectus and Statement of Additional Information of the Eligible Funds
describe these deductions and expenses.

ANNUITY PAYMENTS

ELECTION OF ANNUITY

The annuity period begins at the Maturity Date (or earlier if you surrender
the Contract) and provides for payments to be made to the payee. You may apply
your contract value to one of the payment options listed below (or a
comparable fixed option).

We base the Maturity Date of your Contract on the older of the Contract
Owner(s) and the Annuitant. The Maturity Date is the date when that person, at
his or her nearest birthday, would be age 95 (or the maximum age allowed by
state law). If your Contract is acquired pursuant to an exchange from an old
contract (see "The Contracts--Purchase Payments"), the Maturity Date of the
Contract would be set at age 95 (or the maximum allowed by state law)
regardless of what the maturity date may have been for the old Contract. You
may not change the Maturity Date to an earlier date.

If you and the Annuitant are not the same and the Annuitant dies prior to
the Maturity Date, the Contract will continue for the benefit of the
Contingent Annuitant. We will reset the Maturity Date if necessary, based on
the age of the older Contract Owner.

You may not change the ownership of your Contract without our consent. If
you change ownership, we may require a change in the Maturity Date, based on
the new Contract Owner's age. We will base the new Maturity Date on the older
of the new Contract Owner and the Annuitant. The new Maturity Date will be the
date when that person, at his or her nearest birthday, would be age 95 (or the
maximum age allowed by state law).

Variable annuity payments will begin at the Maturity Date for the life of
the Payee, but for at least ten years. You can change this annuity payment
option at any time prior to the Maturity Date. You may elect to have annuity
payments under a Contract made on a variable basis or on a fixed basis, or you
may designate a portion to be paid on a variable basis and a portion on a
fixed basis. If you select payments on a fixed basis, we will transfer the
amount of your Contract Value applied to the fixed payment option (net of any
applicable charges described under "Administration Charges, Contingent
Deferred Sales Charge and Other Deductions") to our general account. We will
fix the annuity payments in amount and duration by the annuity payment option
selected, the age of the Payee and, for Contracts issued in New York or Oregon
for use in situations not involving an employer-sponsored plan, by the sex of
the Payee. (See "Amount of Variable Annuity Payments.")

A-31
<PAGE>

be made, the annuity payment options that may be selected, and the minimum
annual amounts of such payments. Penalty taxes or other adverse tax
consequences may occur upon failure to meet such requirements.

ANNUITY OPTIONS

There are several annuity payment options. You may select one of the payment
options prior to the Maturity Date, at full or partial surrender, or when
death proceeds are payable (some options are not available for death
proceeds).

You select an annuity payment option by written request to us and subject to
any applicable Federal tax law restrictions.

The Contract offers the variable annuity payment options listed below.

Variable Income for a Specified Number of Years. We will make variable
monthly payments for the number of years elected, which may not be more
than 30 except with our consent.

Variable Life Income. We will make variable monthly payments which will
continue: while the Payee is living*; while the Payee is living but for at
least ten years; or while the Payee is living but for at least twenty
years. (The latter two alternatives are referred to as Variable Life Income
with Period Certain Option.)

Variable Income Payments to Age 100 ("American Income Advantage"). We
will make variable monthly payments for the number of whole years until the
Payee is age 100. THIS OPTION CANNOT BE SELECTED FOR DEATH PROCEEDS.

Variable Life Income for Two Lives. We will make variable monthly
payments which will continue: while either of two Payees is living (Joint
and Survivor Variable Life Income)*, while either of two Payees is living
but for at least 10 years (Joint and Survivor Variable Life Income, 10
Years Certain); while two Payees are living, and, after the death of one
while the other is still living, two-thirds to the survivor (Joint and 2/3
to Survivor Variable Life Income).* THIS OPTION CANNOT BE SELECTED FOR
DEATH PROCEEDS.

Other annuity payment options (including other periods certain) may be
available from time to time, and you should ask us about their availability.
If you do not elect an annuity payment option by the Maturity Date, we will
make variable payments under the Contract while the Payee is living but for at
least ten years. (This is the Variable Life Income with Period Certain
Option.) If your purchase payments would be less than our published minimum,
then you will need our consent to apply the Contract proceeds to an annuity
payment option.

The Payee under the Variable Income for a Specified Number of Years Option
or the Variable Income Payments to Age 100 Option may withdraw the commuted
value of the remaining payments. The Payee (or Payees) under the Variable Life
Income with Period Certain Option or the Joint and Survivor Variable Life
Income, 10 Years Certain Option may withdraw the commuted value of the
remaining period certain portion of the payment option. We calculate the
commuted value of such payments based on the assumed interest rate under your
Contract. The life income portion of the payment option cannot be commuted,
and variable annuity payments based on that portion will resume at the
expiration of the period certain if the Annuitant is alive at that time. (See
"Amount of Variable Annuity Payments.") Amounts applied to a fixed payment
option may not be withdrawn.

See the section entitled "Administration Charges, Contingent Deferred Sales
Charge and Other Deductions" to find out whether a Contingent Deferred Sales
Charge applies when you annuitize or withdraw the commuted value of any
payments certain.
- --------

* It is possible under this option to receive only one variable annuity
payment if the Payee dies (or Payees die) before the due date of the second
payment or to receive only two variable annuity payments if the Payee dies
(or Payees die) before the due date of the third payment, and so on.

A-32
<PAGE>

If you are receiving payments under the Variable Income for a Specified
Number of Years Option or the Variable Income Payments to Age 100 Option you
may convert to an option involving a life contingency.

The availability of certain annuity payment options may be restricted on
account of Company policy and Federal tax law, which among other things, may
restrict payment to the life expectancy of the payee.

We continue to assess the Mortality and Expense Risk Charge and the
Administrative Asset Charge if annuity payments are made under any variable
annuity payment option (either before or after the Maturity Date), including
an option not involving a life contingency and under which we bear no
mortality risk.

AMOUNT OF VARIABLE ANNUITY PAYMENTS

At the Maturity Date (or any other application of proceeds to a payment
option), your Contract Value (reduced by applicable premium tax,
administration contract, and contingent deferred sales charges and by any
outstanding loan plus accrued interest) is applied toward the purchase of
monthly annuity payments. We determine the amount of monthly variable annuity
payments on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
Payee's age, (ii) the assumed interest rate selected, (iii) the type of
payment option selected, and (iv) the investment performance of the Eligible
Funds selected. (The Fixed Account is not available under variable payment
options.) Current annuity purchase rates used to determine the amount of
monthly payments will generally be more favorable if the Maturity Date is at
least two Contract Years after the Contract Date. Current annuity purchase
rates may be changed by us periodically, and we will apply them prospectively
on a non-discriminatory basis.

For more information regarding annuity payment options, you should refer to
the Statement of Additional Information and also to the Contract, which
contains detailed information about the various forms of annuity payment
options available, and other important matters.

RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS

The Federal tax laws provide for a variety of retirement plans offering tax
benefits. These plans, which may be funded through the purchase of the
individual variable annuity contracts offered in this prospectus, include:

1. Plans qualified under Section 401(a) or 403(a) of the Code ("Qualified
Plans");

2. Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations pursuant to Section 403(b) of the Code ("TSA
Plans") which are funded solely by salary reduction contributions and which
are not otherwise subject to ERISA;

3. Individual retirement accounts adopted by or on behalf of individuals
pursuant to Section 408(a) of the Code and individual retirement annuities
purchased pursuant to Section 408(b) of the Code (both of which may be
referred to as "IRAs"), including simplified employee pension plans and
salary reduction simplified employee pension plans, which are specialized
IRAs that meet the requirements of Section 408(k) of the Code ("SEPs" and
"SARSEPs") and Simple Retirement Accounts under Section 408(p) of the Code
("SIMPLE IRAs") and Roth Individual Retirement Accounts under Section 408A
of the Code ("Roth IRAs");

4. Eligible deferred compensation plans (within the meaning of Section
457 of the Code) for employees of state and local governments and tax-
exempt organizations ("Section 457 Plans"); and

5. Governmental plans (within the meaning of Section 414(d) of the Code)
for governmental employees, including Federal employees ("Governmental
Plans").

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An investor should consult a qualified tax or other advisor as to the
suitability of a Contract as a funding vehicle for retirement plans qualifying
for tax benefited treatment, as to the rules underlying such plans and as to
the state and Federal tax aspects of such plans. In particular, the Contract
is not intended for use with TSA Plans that are subject to ERISA. The Company
will not provide all the administrative support appropriate for such plans.
Accordingly, the Contract should NOT be purchased for use with such plans. The
Company may make the Contract available for use with Section 401(k) plans.

A summary of the Federal tax laws regarding contributions to, and
distributions from, the above tax benefited retirement plans may be found
below under "Federal Income Tax Status--Qualified Contracts." It should be
understood that should a tax benefited retirement plan lose its qualification
for tax-exempt status, employees will lose some of the tax benefits described
herein.

In the case of certain TSA Plans, IRAs and Roth IRAs, the individual
variable annuity contracts offered in this prospectus comprise the retirement
"plan" itself. These Contracts will be endorsed, if necessary, to comply with
Federal and state legislation governing such plans, and such endorsements may
alter certain Contract provisions described in this prospectus. Refer to the
Contracts and any endorsements for more complete information.

FEDERAL INCOME TAX STATUS

INTRODUCTION

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

The Contract may be purchased on a non-tax qualified basis ("Non-Qualified
Contract") or purchased and used in connection with certain plans entitled to
special income tax treatment ("Qualified Contracts") under the Internal
Revenue Code of 1986, as amended (the "Code"). For purposes of this
prospectus, Qualified Contracts are Contracts that fund Qualified Plans, TSA
Plans, IRAs, SEPs and SARSEPs, SIMPLE IRAs, Roth IRAs, Section 457 Plans, and
Governmental Plans. Purchasers of Qualified Contracts should seek competent
legal and tax advice regarding the suitability of the Contract for their
situation, the applicable requirements, and the tax treatment of the rights
and benefits of the Contract. The following discussion assumes that a
Qualified Contract is purchased with proceeds from and/or contributions under
retirement plans that qualify for the intended special federal income tax
treatment.

TAXATION OF THE COMPANY

We are taxed as a life insurance company under Part I of Subchapter L of the
Code. Since the Variable Account is not an entity separate from us, and its
operations form a part of us, it will not be taxed separately as a "regulated
investment company" under Subchapter M of the Code. Investment income and
realized capital gains arising from the operation of the Variable Account are
automatically applied to increase reserves under the Contracts. Under existing
federal income tax law, we believe that the Variable Account's investment
income and realized net capital gains will not be taxed to the extent that
such income and gains are applied to increase the reserves under the
Contracts.

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tax laws or interpretations thereof result in our being taxed on income or
gains attributable to the Variable Account, then we may impose a charge
against the Variable Account (with respect to some or all Contracts) in order
to set aside amounts to pay such taxes.

TAX STATUS OF THE CONTRACT

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

Diversification. Section 817(h) of the Code requires that with respect to
Non-Qualified Contracts, the investments of the Funds must be "adequately
diversified" in accordance with Treasury regulations in order for the
Contracts to qualify as annuity contracts under federal tax law. The Variable
Account, through the Eligible Funds, intends to comply with the
diversification requirements prescribed by the Treasury in Reg. Sec. 1.817-5,
which affect how the Eligible Funds' assets may be invested.

Owner Control. In some circumstances, owners of variable annuity contracts
may be considered the owners, for federal income tax purposes, of the assets
of the separate accounts used to support their contracts. In those
circumstances, income and gains from the separate account assets would be
includible in the variable contract owner's gross income. The IRS has stated
in published rulings that a variable contract owner will be considered the
owner of separate account assets if the contract owner possesses incidents of
ownership in those assets, such as the ability to exercise investment control
over the assets. The Treasury Department has also announced, in connection
with the issuance of regulations concerning diversification, that those
regulations "do not provide guidance concerning the circumstances in which
investor control for the investments of a segregated asset account may cause
the investor [i.e., the Contract Owner], rather than the insurance company, to
be treated as the owner of the assets in the account." This announcement also
stated that guidance would be issued by way of regulations or rulings on the
"extent to which policyholders may direct their investments to particular Sub-
Accounts without being treated as owners of the underlying assets."

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

Required Distributions. In order to be treated as an annuity contract for
federal income tax purposes, section 72(s) of the Code requires Non-Qualified
Contracts to provide that (a) if any Owner dies on or after the annuity date
but prior to the time the entire interest in the Contract has been
distributed, the remaining portion of such interest will be distributed at
least as rapidly as under the method of distribution being used as of the date
of such owner's death; and (b) if any Owner dies prior to the annuity date,
the entire interest in the Contract will be distributed within five years
after the date of such Owner's death. These requirements will be considered
satisfied as to any portion of an owner's interest which is payable to or for
the benefit of a "designated beneficiary" and which is distributed over the
life of such "designated beneficiary" or over a period not extending beyond
the life expectancy of that beneficiary, provided that such distributions
begin within one year of the owner's death. The "designated beneficiary"
refers to a natural person designated by the owner as a Beneficiary and to
whom ownership of the contract passes by reason of death. However, if the
"designated beneficiary" is the surviving spouse of a deceased owner, the
contract may be continued with the surviving spouse as the new owner.

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review such provisions when they are issued and modify the contracts in
question if necessary to assure that they comply with the requirements of Code
Section 72(s). Other rules may apply to Qualified Contracts.

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

TAXATION OF ANNUITIES

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

The owner of any annuity contract who is not a natural person generally must
include in income any increase in the excess of the Contract Value over the
"investment in the contract" (discussed below) during the taxable year. There
are some exceptions to this rule and prospective Contract Owners that are not
natural persons may wish to discuss these with a competent tax advisor.

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

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

With respect to Non-Qualified Contracts, partial surrenders, including
Systematic Withdrawals, are generally treated as taxable income to the extent
that the Contract Value immediately before the surrender exceeds the
"investment in the contract" at that time. Full surrenders are treated as
taxable income to the extent that the amount received exceeds the "investment
in the contract".

Annuity Payments. Although the tax consequences may vary depending on the
annuity payment elected under the Contract, in general, only the portion of
the annuity payment that represents the amount by which the Contract Value
exceeds the "investment in the contract" will be taxed; after the "investment
in the contract" is recovered, the full amount of any additional annuity
payments is taxable. For variable annuity payments, the taxable portion is
generally determined by an equation that establishes a specific dollar amount
of each payment that is not taxed. The dollar amount is determined by dividing
the "investment in the contract" by the total number of expected periodic
payments. However, the entire distribution will be taxable once the recipient
has recovered the dollar amount of his or her "investment in the contract".
For fixed annuity payments, in general there is no tax on the portion of each
payment which represents the same ratio that the "investment in the contract"
bears to the total expected value of the annuity payments for the term of the
payments; however, the remainder of each annuity payment is taxable. Once the
"investment in the contract" has been fully recovered, the full amount of any
additional annuity payments is taxable. If annuity payments cease as a result
of an Annuitant's death before full recovery of the "investment in the
contract," consult a competent tax adviser regarding deductibility of the
unrecovered amount.

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result of death or disability of an owner; (3) received in substantially equal
periodic payments as a life annuity or a joint and survivor annuity for the
lives or life expectancies of the owner and a "designated beneficiary". Other
tax penalties may apply to certain distributions pursuant to a Qualified
Contract.

Taxation of Death Benefit Proceeds. Amounts may be distributed from the
Contract because of the death of a Contract Owner (or Annuitant if the
Contract Owner is not an individual). Generally, such amounts are includible
in the income of the recipient as follows: (1) if distributed in a lump sum,
they are taxed in the same manner as a full surrender as described above, or
(2) if distributed under an Annuity Option, they are taxed in the same manner
as annuity payments, as described above. For these purposes, the investment in
the Contract is not affected by the Owner's (or Annuitant's) death. That is,
the investment in the Contract remains the amount of any purchase payments
paid which were not excluded from gross income.

Transfers, Assignments, Exchanges and Maturity Dates. A transfer of
ownership of a Contract, the designation of an Annuitant, Payee or other
Beneficiary who is not also an Owner, the selection of certain Maturity Dates,
the exchange of a Contract, or the receipt of a Contract in an exchange may
result in certain tax consequences that are not discussed herein. Anyone
contemplating any such designation, transfer, assignment, selection, or
exchange should contact a competent tax adviser with respect to the potential
tax effects of such a transaction.

Multiple Contracts. All deferred non-qualified annuity contracts that are
issued by the Company (or its affiliates) to the same owner during any
calendar year are treated as one annuity contract for purposes of determining
the amount includible in gross income under section 72(e) of the Code. In
addition, the Treasury Department has specific authority to issue regulations
that prevent the avoidance of section 72(e) through the serial purchase of
annuity contracts or otherwise.

QUALIFIED CONTRACTS

The Contract is designed for use with certain retirement plans that qualify
for Federal tax benefits. The tax rules applicable to participants and
beneficiaries in these retirement plans vary according to the type of plan and
the terms and conditions of the plan. Special favorable tax treatment may be
available for certain types of contributions and distributions. Adverse tax
consequences may result from contributions in excess of specified limits;
distributions prior to age 59 1/2 (subject to certain exceptions);
distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances.

We make no attempt to provide more than general information about use of the
Contracts with the various types of retirement plans. Contract Owners and
participants under retirement plans as well as Annuitants and Beneficiaries
are cautioned that the rights of any person to any benefits under these
Contracts may be subject to the terms and conditions of the plans themselves,
regardless of the terms and conditions of the Contract issued in connection
with such a plan. Some retirement plans are subject to distribution and other
requirements that are not incorporated in the administration of the Contracts.
Adverse tax or other legal consequences to the plan, to the participant or to
both may result if the Contract is assigned or transferred to any individual
as a means to provide benefit payments, unless the plan complies with all
legal requirements applicable to such benefits prior to transfer of the
Contract. Contract Owners are responsible for determining that contributions,
distributions and other transactions with respect to the Contracts satisfy
applicable law. Purchasers of Contracts for use with any retirement plan
should consult their legal counsel and tax adviser regarding the suitability
of the Contract under applicable federal and state tax laws and ERISA.

The sale of a Contract for use with an IRA may be subject to special
disclosure requirements of the Internal Revenue Service. Purchasers of a
Contract for use with IRAs will be provided with supplemental information
required by the Internal Revenue Service or other appropriate agency. Such
purchasers will have the right to revoke their purchase within seven days of
the earlier of the establishment of the IRA or their purchase. A Contract
issued in connection with an IRA will be amended as necessary to conform to
the requirements of the Code. Purchasers should seek competent advice as to
the suitability of the Contract for use with IRAs.

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(i) Plan Contribution Limits

Statutory limitations on contributions to retirement plans that qualify for
federal tax benefits may limit the amount of money that may be contributed to
the Contract in any Contract Year. Any purchase payments attributable to such
contributions may be tax deductible to the employer and are not currently
taxable to the Annuitants for whom the Contracts are purchased. The
contributions to the Contract and any increase in Contract Value attributable
to such contributions are not subject to taxation until payments from the
Contract are made to the Annuitant or his/her Beneficiaries.

TSA PLANS

Purchase payments attributable to TSA Plans are not includible within the
Annuitant's income to the extent such purchase payments do not exceed certain
statutory limitations, including the "exclusion allowance." The exclusion
allowance is a calculation which takes into consideration the Annuitant's
includible compensation, number of years of service, and prior years of
contributions. For more information about all the applicable limitations, the
Annuitant should obtain a copy of IRS Publication 571 on TSA Programs for
Employees of Public Schools and Certain Tax Exempt Organizations. Any purchase
payments attributable to permissible contributions under Code Section 403(b)
(and earnings thereon) are not taxable to the Annuitant until amounts are
distributed from the Contract. However, these payments may be subject to FICA
(Social Security) and Medicare taxes.

The Contract includes a Death benefit that in some cases may exceed the
greater of the Purchase Payments or the Contract Value. The Death benefit
could be characterized as an incidental benefit, the amount of which is
limited in any tax-sheltered annuity under section 403(b). Because the Death
benefit may exceed this limitation, employers using the Contract in connection
with such plans should consult their tax adviser.

IRAS, SEPS, SARSEPS, SIMPLE IRAS AND ROTH IRAS

The maximum tax deductible purchase payment which may be contributed each
year to an IRA is the lesser of $2,000 or 100 percent of includible
compensation if the taxpayer is not covered under an employer plan. A spousal
IRA is available if the taxpayer and spouse file a joint return and the spouse
is not yet age 70 1/2. The maximum tax deductible purchase payment which a
taxpayer may make to a spousal IRA is $2,000. If covered under an employer
plan, taxpayers are permitted to make deductible purchase payments; however,
for 1999 the deductions are phased out and eventually eliminated, on a pro
rata basis, for adjusted gross income between $31,000 and $41,000 for an
individual, between $51,000 and $61,000 for the covered spouse of a married
couple filing jointly, between $150,000 and $160,000 for the non-covered
spouse of a married couple filing jointly, and between $0 and $10,000 for a
married person filing separately. A taxpayer may also make nondeductible
purchase payments. However, the total of deductible and nondeductible purchase
payments may not exceed the limits described above for deductible payments. An
IRA is also the vehicle that receives contributions to SEPs, SARSEPs and
SIMPLE IRAs. Maximum contributions (including elective deferrals) to SEPs and
SARSEPs are currently limited to the lesser of 15% of compensation (generally
up to $160,000 for 1999) or $30,000. The maximum salary reduction contribution
currently permitted to a SIMPLE IRA is $6,000. In addition, an employer may
make a matching contribution to a SIMPLE IRA, typically of 2% or 3% of the
compensation (as limited by the Code) of the employee. For more information
concerning the contributions to IRAs, SEPs, SARSEPs, and SIMPLE IRAs you
should obtain a copy of IRS Publication 590 on Individual Retirement Accounts.
In addition to the above, an individual may make a "rollover" contribution
into an IRA with the proceeds of a "lump sum" distribution (as defined in the
Code) from a Qualified Plan.

ROTH IRAS

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joint return. The maximum purchase payment that a taxpayer may make to a
spousal Roth IRA is $2,000. Except in the case of a rollover or a transfer, no
more than $2,000 can be contributed in aggregate to all IRAs and Roth IRAs of
either spouse during any tax year. The Roth IRA contribution may be limited to
less than $2,000 depending on the taxpayer's adjusted gross income ("AGI").
The maximum contribution begins to phase out if the taxpayer is single and the
taxpayer's AGI is more than $95,000 or if the taxpayer is married and files a
joint tax return and the taxpayer's AGI is more than $150,000. The taxpayer
may not contribute to a Roth IRA if the taxpayer's AGI is over $110,000 (if
the taxpayer is single), $160,000 (if the taxpayer is married and files a
joint tax return), or $10,000 (if the taxpayer is married and files separate
tax returns).You should consult a tax adviser before combining any converted
amounts with any other Roth IRA contributions, including any other conversion
amounts from other tax years.

SECTION 457 PLANS

Generally, under a Section 457 Plan, an employee or executive may defer
income under a written agreement in an amount equal to the lesser of 33 1/3%
of includible compensation or $8,000. The amounts so deferred (including
earnings thereon) by an employee or executive electing to contribute to a
Section 457 Plan are includible in gross income only in the tax year in which
such amounts are paid or made available to that employee or executive or
his/her Beneficiary. With respect to a Section 457 Plan for a nonprofit
organization other than a governmental entity, (i) once contributed to the
plan, any Contracts purchased with employee contributions remain the sole
property of the employer and may be subject to the general creditors of the
employer and (ii) the employer retains all ownership rights to the Contract
including voting and redemption rights which may accrue to the Contract(s)
issued under the plan. The Plans may permit participants to specify the form
of investment for their deferred compensation accounts. Depending on the terms
of the particular plan, a non-governmental employer may be entitled to draw on
deferred amounts for purposes unrelated to its Section 457 Plan obligations.

QUALIFIED PLANS

Code section 401(a) permits employers to establish various types of
retirement plans for employees, and permit self-employed individuals to
establish retirement plans for themselves and their employees. These
retirement plans may permit the purchase of the Contracts to accumulate
retirement savings under the plans. Adverse tax consequences to the plan, to
the participant or to both may result if this Contract is assigned or
transferred to any individual as a means to provide benefit payments.

The Contract includes a Death benefit that in some cases may exceed the
greater of the Purchase Payments or the Contract Value. The Death benefit
could be characterized as an incidental benefit, the amount of which is
limited in any pension or profit-sharing plan. Because the Death benefit may
exceed this limitation, employers using the Contract in connection with such
plans should consult their tax adviser.

(ii) Distributions from the Contract

MANDATORY WITHHOLDING ON CERTAIN DISTRIBUTIONS

Distributions called "eligible rollover distributions" from Qualified Plans
and from many TSA Plans are subject to mandatory withholding by the plan or
payor at the rate of 20%. An eligible rollover distribution is the taxable
portion of any distribution from a Qualified Plan or a TSA Plan, except for
certain distributions such as distributions required by the Code or in a
specified annuity form. After December 31, 1998 permissible hardship
withdrawals from TSA and 401(k) plans will no longer be treated as an
"eligible rollover distribution." Withholding can be avoided by arranging a
direct transfer of the eligible rollover distribution to a Qualified Plan, TSA
or IRA.

QUALIFIED PLANS, TSA PLANS, IRAS, SEPS, SARSEPS, SIMPLE IRAS, ROTH IRAS AND
GOVERNMENTAL PLANS

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received in surrender of all or part of the Contract Value prior to
annuitization will, subject to restrictions and penalties discussed below,
also be included in income in the year of receipt. If there is any "investment
in the Contract," a portion of each amount received is excluded from gross
income as a return of such investment. Distributions or withdrawals prior to
age 59 1/2 may be subject to a penalty tax of 10% of the amount includible in
income. This penalty tax does not apply: (i) to distributions of excess
contributions or deferrals; (ii) to distributions made on account of the
Annuitant's death, retirement, disability or early retirement at or after age
55; (iii) when distribution from the Contract is in the form of an annuity
over the life or life expectancy of the Annuitant (or joint lives or life
expectancies of the Annuitant and his or her Beneficiary); or (iv) when
distribution is made pursuant to a divorce (in the case of IRAs) or a
qualified domestic relations order. In the case of IRAs, SEPs, SARSEPs and
SIMPLE IRAs, the exceptions for distributions on account of early retirement
at or after age 55 or made pursuant to a qualified domestic relations order do
not apply. A tax-free rollover may be made once each year among individual
retirement arrangements subject to the conditions and limitations described in
the Code.

Distributions from a Roth IRA generally are not taxed, except that, once
aggregate distributions exceed contributions to the Roth IRA, income tax and a
10% penalty tax may apply to distributions made (1) before age 59 1/2 (subject
to certain exceptions) or (2) during the five taxable years starting with the
year in which the first contribution is made to any Roth IRA.

Except under a Roth IRA, if the Annuitant dies before distributions begin,
distributions must be completed within five years after death, unless payments
begin within one year after death and are made over the life (or life
expectancy) of the Beneficiary. If the Annuitant's spouse is the Beneficiary,
distributions need not begin until the Annuitant would have reached age 70
1/2. If the Annuitant dies after annuity payments have begun, payments must
continue to be made at least as rapidly as payments made before death.

For TSA Plans, elective contributions to the Contract made after December
31, 1988 and any increases in Contract Value after that date may not be
distributed prior to attaining age 59 1/2, termination of employment, death or
disability. Contributions (but not earnings) made after December 31, 1988 may
also be distributed by reason of financial hardship. These restrictions on
withdrawal will not apply to the Contract Value as of December 31, 1988. These
restrictions are not expected to change the circumstances under which
transfers to other investments which qualify for tax free treatment under
Section 403(b) of the Code may be made.

For a SIMPLE IRA, the 10% penalty tax described above is increased to 25%
with respect to withdrawals made during the first two years of participation.
For Roth IRAs, distributions representing amounts attributable to
contributions to a Roth IRA which has been established for five years or more
are generally not taxed.

Except under a Roth IRA, annuity payments, periodic payments or annual
distributions generally must commence by April 1 of the calendar year
following the year in which the Annuitant attains age 70 1/2. In the case of a
Qualified Plan or a Governmental Plan, if the Annuitant is not a "five-percent
owner" as defined in the Code, these distributions must begin by the later of
the date determined by the preceding sentence or the year in which the
Annuitant retires. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by minimum distribution rules under
the plan. We currently waive the Contingent Deferred Sales Charge on
distributions that are intended to satisfy required minimum distributions,
calculated as if this Contract were the participant's only retirement plan
asset. This waiver only applies if the required minimum distribution exceeds
the free withdrawal amount and no previous surrenders were made during the
Contract Year. Rules regarding required minimum distributions apply to IRAs
(including SEP, SARSEPs and SIMPLEs), Qualified Plans, TSA Plans and
Governmental Plans. Roth IRAs under Section 408A do not require distributions
at any time prior to the Contract Owner's death. A penalty tax of up to 50% of
the amount which should have been distributed may be imposed by the IRS for
failure to distribute the required minimum distribution amount.

Other restrictions with respect to the election, commencement, or
distribution of benefits may apply under the Contracts or under the terms of
the Qualified Plans in respect of which the Contracts are issued.

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SECTION 457 PLANS

When a distribution under a Contract held under a Section 457 Plan is made
to the Annuitant, such amounts are taxed as ordinary income in the year in
which received. The plan must not permit distributions prior to the
Annuitant's separation from service (except in the case of unforeseen
emergency).

Generally, annuity payments, periodic payments or annual distributions must
commence by the later of April 1 of the calendar year following the year in
which the Annuitant attains age 70 1/2 or the year of retirement, and meets
other distribution requirements. Minimum distributions under a Section 457
Plan may be further deferred if the Annuitant remains employed with the
sponsoring employer. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by distribution rules under the plan.
If the Annuitant dies before distributions begin, the same special
distribution rules apply in the case of Section 457 Plans as apply in the case
of Qualified Plans, TSA Plans, IRAs, SEPs, SARSEPs, generally SIMPLE IRAs and
Governmental Plans. These rules are discussed above in the immediately
preceding section of this prospectus. An exception to these rules provides
that if the beneficiary is other than the Annuitant's spouse, distribution
must be completed within 15 years of death, regardless of the beneficiary's
actual life expectancy.

WITHHOLDING

Pension and annuity distributions generally are subject to withholding for
the recipient's federal income tax liability at rates that vary according to
the type of distribution and the recipient's tax status. Recipients, however,
generally are provided the opportunity to elect not to have tax withheld from
distributions. We are required to withhold taxes from certain distributions
under certain qualified contracts.

POSSIBLE CHANGES IN TAXATION

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

OTHER TAX CONSEQUENCES

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

GENERAL

At the time the initial purchase payment is paid, a prospective purchaser
must specify whether he or she is purchasing a Non-Qualified Contract or a
Qualified Contract. If the initial premium is derived from an exchange or
surrender of another annuity contract, we may require that the prospective
purchaser provide information with regard to the federal income tax status of
the previous annuity contract. We will require that persons purchase separate
Contracts if they desire to invest monies qualifying for different annuity tax
treatment under the Code. Each such separate Contract would require the
minimum initial purchase payment stated above. Additional purchase payments
under a Contract must qualify for the same federal income tax treatment as the
initial purchase payment under the Contract; we will not accept an additional
purchase payment under a Contract if the federal income tax treatment of such
purchase payment would be different from that of the initial purchase payment.

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VOTING RIGHTS

We are the legal owner of the Eligible Fund shares held in the Variable
Account and have the right to vote those shares at meetings of the Eligible
Fund shareholders. However, to the extent required by Federal securities law,
we will give you, as Contract Owner, the right to instruct us how to vote the
shares that are attributable to your Contract.

Prior to annuitization, we determine the number of votes on which you have a
right to instruct us, on the basis of your percentage interest in a sub-
account and the total number of votes attributable to the sub-account. After
annuitization, the number of votes attributable to your Contract is determined
on the basis of the reserve for your future annuity payments and the total
number of votes attributable to the sub-account. After annuitization the votes
attributable to your Contract decrease as reserves underlying your Contract
decrease.

We will determine, as of the record date, if you are entitled to give voting
instructions and the number of shares as to which you have a right of
instruction. If we do not receive timely instructions from you, we will vote
your shares for, against, or withheld from voting on any proposition in the
same proportion as the shares held in that sub-account for all policies or
contracts for which we have received voting instructions.

We will vote for Eligible Fund shares held in our general investment account
(or any unregistered separate account for which voting privileges are not
given) in the same proportion as the aggregate of (i) the shares for which we
received voting instructions and (ii) the shares that we vote in proportion to
such voting instructions.

DISTRIBUTION OF CONTRACTS

New England Securities, the principal distributor of the Contracts, is a
broker-dealer registered under the Securities Exchange Act of 1934 ("1934
Act") and is a member of the National Association of Securities Dealers, Inc.
New England Securities may enter into selling agreements with other broker-
dealers registered under the 1934 Act to sell the contracts. We pay
commissions to broker-dealers who sell the contracts an amount which generally
does not exceed 7% of purchase payments. We may pay such compensation either
as a percentage of purchase payments at the time we receive them, as a
percentage of Contract Value on an ongoing basis, or in some combination of
both.

THE FIXED ACCOUNT

The contract has a Fixed Account option in those states where it has been
approved by the state insurance department. In these states, you may allocate
net purchase payments and may transfer Contract Value in the Variable Account
to the Fixed Account, which is part of our general account. The Fixed Account
offers diversification to a Variable Account contract, allowing you to protect
principal and earn a guaranteed rate of interest.

Because of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933, and neither
the Fixed Account nor the general account has been registered as an investment
company under the Investment Company Act of 1940. Therefore, neither the
general account, the Fixed Account nor any interests therein are generally
subject to the provisions of these Acts, and we have been advised that the
staff of the Securities and Exchange Commission does not review disclosures
relating to the general account. Disclosures regarding the Fixed Account may,
however, be subject to certain generally applicable provisions of the Federal
securities laws relating to the accuracy and completeness of statements made
in prospectuses.

A-42
<PAGE>

Fixed Account. Instead, we guarantee that we will credit Contract Values in
the Fixed Account with interest at an effective annual rate of at least 3%.
(Special rules apply to loan repayments. See the Statement of Additional
Information.) We are not obligated to credit interest at a rate higher than
3%, although we have sole discretion to do so. We will credit Contract Values
in the Fixed Account with interest daily.

Any purchase payment or portion of Contract Value you allocate to the Fixed
Account will earn interest at an annual rate we determine for that deposit for
a 12 month period. At the end of each succeeding 12 month period, we will
determine the interest rate that will apply to that deposit plus the accrued
interest for the next 12 months. This renewal rate may differ from the
interest rate that is applied to new deposits on that same day.

CONTRACT VALUE AND FIXED ACCOUNT TRANSACTIONS

A Contract's total Contract Value will include its Contract Value in the
Variable Account, in the Fixed Account and, for Contracts under which Contract
loans are available, any of its Contract Value held in the Company's general
account (but outside the Fixed Account) which is the result of a Contract
loan.

Amounts you surrender from the Fixed Account will be on a "first-in, first-
out" basis. Amounts you withdraw from the Fixed Account due to a Contract loan
will be on a "last-in, first-out" basis. The amounts you allocate to the Fixed
Account are subject to the same rights and limitations as are in the Variable
Account regarding surrenders and partial surrenders. Special rules, however,
apply to transfers involving the Fixed Account (see below).

Unless you request otherwise, any partial surrender you make will reduce the
Contract Value in the sub-accounts of the Variable Account and the Fixed
Account proportionately. In addition, if any portion of your Contract loan
comes from Contract Value in the Fixed Account, then you must allocate an
equal portion of each loan repayment to the Fixed Account.

We limit the amount of Contract Value which you may transfer from the Fixed
Account to the greater of (i) 25% of Contract Value in the Fixed Account at
the end of the first day of the Contract Year, or (ii) the amount of Contract
Value that you transferred from the Fixed Account in the prior Contract Year,
except with our consent. However, these limits do not apply to new deposits to
the Fixed Account for which the dollar cost averaging program has been elected
within 30 days from the date of deposit. See Statement of Additional
Information. Amounts you transfer to the sub-accounts from the Fixed Account
will be on a "last-in, first-out" basis; that is, they will be made in the
reverse order in which you made deposits into the Fixed Account.

We will deduct the annual Administration Contract Charge entirely from the
Contract Value in the Variable Account, and not from the Contract Value in the
Fixed Account or our general account as the result of a loan.

For more information on the Fixed Account please refer to the Statement of
Additional Information.

YEAR 2000 COMPLIANCE ISSUES

Like all financial services providers, we utilize systems that may be
affected by Year 2000 transition issues, and we rely on a number of third
parties including banks, custodians, and investment managers, that also may be
affected. We and our affiliates have developed, and are in the process of
implementing, a Year 2000 transition plan, and are confirming that their
service providers are also so engaged. The resources that are being devoted to
this effort are substantial. Additionally, it is anticipated that we will
spend approximately $4.5--7.5 million on the conversion. It is difficult to
predict whether the amount of resources ultimately devoted, or the outcome of
these efforts, will have any negative impact on us. If we or our service
providers are not successful in the Year 2000 transition, computer systems
could fail or erroneous results or delays could occur when processing
information after December 31, 1999. However, as of the date of this
prospectus, it is not anticipated that you will experience negative effects on
your investment, or on the services provided in connection therewith, as
result of Year 2000 transition implementation. We currently anticipate that
our systems will be Year 2000 compliant on or about December 31, 1998, with
systems testing and compliance verification to follow. Service providers may
not have anticipated every step necessary to avoid any adverse effect on the
Variable Account attributable to Year 2000 transition.

A-43
<PAGE>

INVESTMENT PERFORMANCE INFORMATION

We may advertise or include in sales literature (i) total returns for the
sub-accounts, (ii) non-standard returns for the sub-accounts and (iii)
illustrations of the growth and value of a purchase payment or payments
invested in the sub-accounts for a specified period. Total returns for the
sub-accounts are based on the investment performance of the corresponding
Eligible Funds. THESE FIGURES ARE BASED ON HISTORICAL EARNINGS AND DO NOT
INDICATE OR PROJECT FUTURE PERFORMANCE. We may also advertise or include in
sales literature a sub-account's performance compared to certain performance
rankings and indexes compiled by independent organizations, and we may present
performance rankings and indexes without such a comparison.

STANDARD RETURN

The total return of a sub-account refers to return quotations assuming an
investment under a Contract has been held in the sub-account for the stated
times. Average annual total return of a sub-account tells you the return you
would have experienced if you allocated a $1,000 purchase payment to a sub-
account for the specified period. Standardized average annual total return
reflects all historical investment results, less all charges and deductions
applied against the sub-account, including any Contingent Deferred Sales
Charge that would apply if you terminated a Contract at the end of each period
indicated, but excluding any deductions for premium taxes. Standardized total
return may be quoted for various periods including 1 year, 5 years, and 10
years, or from inception of the sub-account if any of those periods are not
available.

NON-STANDARD RETURN

"Non-Standard" average annual total return information may be presented,
computed on the same basis as described above, except that deductions will not
include the Contingent Deferred Sales Charge. In addition, we may from time to
time disclose average annual total return for non-standard periods and
cumulative total return for a sub-account. Non-standard performance will be
accompanied by standard performance.

We may also illustrate what would have been the growth and value of a
specified purchase payment or payments if it or they had been invested in each
of the Eligible Funds on the first day or the first month after those Eligible
Funds had commenced operations. This illustration will show Contract Value and
surrender value, calculated in the same manner as average annual total return,
as of the end of each year, ending with the date of the illustration.
Surrender value reflects the deduction of any Contingent Deferred Sales Charge
that may apply, but does not reflect the deduction of any premium tax charge.
We may also show annual percentage changes in Contract Value and surrender
value, cumulative returns, and annual effective rates of return. We determine
the annual percentage change in Contract Value by taking the difference
between the Contract Value or surrender value at the beginning and at the end
of each year and dividing it by the beginning Contract Value or surrender
value. We determine cumulative return by taking the difference between the
investment at the beginning of the period and the ending Contract Value or
surrender value and dividing it by the investment at the beginning of the
period. We calculate the annual effective rate of return in the same manner as
average annual total return.

OTHER PERFORMANCE

In advertising and sales literature, we may compare the performance of each
sub-account to the performance of other variable annuity issuers in general or
to the performance of particular types of variable annuities investing in
mutual funds, or investment series of mutual funds with investment objectives
similar to each of the sub-accounts. Advertising and sales literature may also
show the performance rankings of the sub-accounts assigned by independent
services, such as Variable Annuity Research Data Services ("VARDS") or may
compare to the performance of a sub-account to that of a widely used index,
such as Standard & Poor's Index of 500 Common Stocks. We may also use other
independent ranking services and indexes as a source of performance
comparison.

FINANCIAL STATEMENTS

You may find the financial statements of the Company and the Variable
Account in the Statement of Additional Information.

A-44
<PAGE>

APPENDIX A

CONSUMER TIPS

DOLLAR COST AVERAGING

Dollar cost averaging allows you to take advantage of long-term stock market
results. It does not guarantee a profit or protect against a loss. If you
follow a program of dollar cost averaging on a long-term basis and the stock
fund selected performs at least as well as the S&P 500 has historically, it is
likely although not guaranteed that the price at which shares are surrendered
will be higher than the average cost per share.

Under dollar cost averaging you invest the same amount of money in the same
professionally managed fund at regular intervals over a long period of time.
Dollar cost averaging keeps you from investing too much when the price of
shares is high and too little when the price is low. When the price of shares
is low, the money invested buys more shares. When it is high, the money
invested buys fewer shares. If you have the ability and desire to maintain
this program over a long period of time (for example, 20 years), and the stock
fund chosen follows the historical upward market trends, the price at which
the shares are sold should be higher than their average cost. The price could
be lower, however, if the fund chosen does not follow these historical trends.

If you are contemplating the use of dollar cost averaging, you should
consider your ability to continue the on-going purchases in order to take
advantage of periods of low price levels.

DIVERSIFICATION

Diversifying investment choices can enhance returns, by providing a wider
opportunity for safe returns, and reduce risks, by spreading the chance of
loss. Holding a single investment requires a safe return because a loss may
risk the entire investment. By diversifying, on the other hand, you can more
safely take a chance that some investments will under-perform and that others
will over-perform. Thus you can potentially earn a better-than-average rate of
return on a diversified portfolio than on a single safe investment. This is
because, although some of a diversified investment may be totally lost, some
of the investment may perform at above-average rates that more than compensate
for the loss.

MISCELLANEOUS

Toll-free telephone service:
--A recording of daily unit values is available by
calling 1-800-333-2501.

--Fund transfers and changes of future purchase
payment allocations can be made by calling 1-800-435-
4117.

Written Communications:
--All communications and inquiries regarding address
changes, premium payments, billing, fund transfers,
surrenders, maturities and any other processing
matters relating to your Contract should be directed
to:

New England Annuities
P.O. Box 642
Boston, Mass 02116

A-45
<PAGE>

APPENDIX B

CONTINGENT DEFERRED SALES CHARGE

The following example illustrates how the Contingent Deferred Sales Charge
would apply if the commuted value of amounts that have been placed under
certain payment options is later withdrawn. As described in the prospectus in
the section "Contingent Deferred Sales Charge," no Contingent Deferred Sales
Charge will apply if at any time more than 30 days from the time we issued
your Contract you apply the proceeds to a variable or fixed payment option
involving a life contingency or, for a minimum specified period of 15 years,
to either the Variable Income for a Specified Number of Years Option or the
Variable Income Payments to Age 100 Option, or a comparable fixed option.
However, if you later withdraw the commuted value of amounts placed under the
variable payment options, we will deduct from the amount you receive a portion
of the Contingent Deferred Sales Charge that was waived. Amounts applied to a
fixed payment option may not be commuted. We base the waiver on the ratio of:
(1) the number of whole months remaining on the date of withdrawal until the
date when the Contingent Deferred Sales Charge would expire, to (2) the number
of whole months that were remaining when you applied the proceeds to the
option, until the date when the Contingent Deferred Sales Charge would expire.

As an example, assume that you apply $100,000 of Contract Value (net of any
premium tax charge and Administration Contract Charge) to the Variable Income
for a Specified Number of Years Option for a 20 year period. Assume further
that the proceeds are derived from a $30,000 purchase payment made ten years
ago, a $30,000 purchase payment made exactly two years ago, and investment
earnings, and that the Contingent Deferred Sales Charge waived when you
applied the proceeds to the payment option was $1,500. If the Payee surrenders
the commuted value of the proceeds under option six months later, the
Contingent Deferred Sales Charge would be $1,350 (representing the $1,500
waived at annuitization multiplied by 54/60, where 54 is the number of whole
months currently remaining until the Contingent Deferred Sales Charge would
expire, and 60 is the number of whole months that remained at the time of
annuitization until the Contingent Deferred Sales Charge would expire).

A-46
<PAGE>

APPENDIX C

PREMIUM TAX

Premium tax rates are subject to change. At present we pay premium taxes in
the following jurisdictions at the rates shown.

<TABLE>
<CAPTION>
CONTRACTS USED WITH TAX
JURISDICTION QUALIFIED RETIREMENT PLANS ALL OTHER CONTRACTS
- ------------ -------------------------- -------------------
<S> <C> <C>
California 0.50% 2.35%
District of Columbia 2.25% 2.25%
Kentucky 2.00% 2.00%
Maine -- 2.00%
Nevada -- 3.50%
Puerto Rico 1.00% 1.00%
South Dakota -- 1.25%
West Virginia 1.00% 1.00%
Wyoming -- 1.00%
</TABLE>

See "Premium Tax Charges" in the prospectus for more information about how
premium taxes affect your Contract.

A-47
<PAGE>

APPENDIX D

EXCHANGED CONTRACTS

You may exchange a Fund I, Preference or Zenith Accumulator contract for an
American Growth Series Contract (a "new contract"), as long as: (1) your age
does not exceed the maximum age at issue for a new contract; (2) the contract
value of the old contract (along with any purchase payments submitted with the
exchange application) is at least equal to the minimum initial purchase
payment for a new contract and; (3) (unless waived by the Company) you meet
our underwriting standards. We may waive the minimum initial and subsequent
purchase payment amount to correspond to the old contract. As of the date you
make the exchange, we will credit the contract value of the old contract as
the initial purchase payment to the new contract. We will not deduct any
charges at the time of exchange. See below for a comparison of the charges
under the old contracts and the new contracts. We issue the American Growth
Series Contract and MetLife issues the old contracts. Although we are a
subsidiary of MetLife, MetLife does not guarantee our obligations.

The American Growth Series Contract provides an enhanced death benefit, more
options under the systematic withdrawal feature than the Zenith Accumulator
contract, and access to a variety of investment options that differs from
those currently available under the old contracts. For more information, see
"Payment on Death Prior to Annuitization," "Systematic Withdrawals," and
"Investments of the Variable Account." In addition, the American Growth Series
Contract offers a Fixed Account option, which is not available under the Fund
I or Preference contracts. For more information, see "The Fixed Account." If a
Contract Owner becomes ill or disabled we will waive the Contingent Deferred
Sales Charge on an American Growth Series contract (a benefit that is not
available under the Zenith Accumulator contract). For more information, see
"Waiver of the Contingent Deferred Sales Charge" under "Contingent Deferred
Sales Charge." This benefit may not be available in all states.

If you exchange a Fund I, Preference or Zenith Accumulator variable annuity
contract issued by New England Mutual Life Insurance Company (now MetLife) for
an American Growth Series Contract, when we issue the new contract the minimum
guaranteed death benefits will be either the death benefit that applied to the
old contract on the date of the exchange, or the amount paid into the American
Growth Series, whichever is greater. We will recalculate the minimum
guaranteed death benefit on each six month interval following the date of the
exchange.

If you are contemplating an exchange of a Fund I, Preference or Zenith
Accumulator contract for an American Growth Series Contract, you should
compare all charges (including investment advisory fees) deducted under your
existing contract and under the American Growth Series Contract, as well as
the investment options offered by each. You should keep in mind that we will
treat assets transferred in exchange for an American Growth Series Contract as
a purchase payment for purposes of calculating the free withdrawal amount and
CDSC. Also, that the American Growth Series Contract may require a higher
minimum for any subsequent purchase payments you may wish to make, although we
may consent to waive the minimum to correspond to the terms of the old
contract.

A-48
<PAGE>

CHARGES UNDER CONTRACTS PURCHASED BY EXCHANGING A FUND I, PREFERENCE OR ZENITH
ACCUMULATOR CONTRACT

<TABLE>
<CAPTION>
ASSET-BASED
(MORTALITY &
EXPENSE AND ADMINISTRATION
ADMIN. ASSET CONTRACT
CDSC CHARGE) CHARGE OTHER
------------------------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
American Growth Series 7% of purchase payments; 1.40% $30 (or 2% of premium tax
(AGS) declining to 0% after 7 years total charge on
Contract purchase
Value if payments in
less) -- South Dakota is
waiver may paid by us and
apply recovered later

Fund I --none on exchange (will apply approximately 3% of first premium tax
to subsequent withdrawal from 1.35% $46 2% of charge taken
AGS) (including excess from purchase
--subsequent purchase payments investment (amounts will payments in
will have AGS's CDSC advisory fee) be lower for South Dakota
single --Sales Charge--
purchase maximum 6%
payment
contracts)

Preference --none on exchange (but will 1.25% $30 -- premium tax
apply to subsequent withdrawal (mortality and no waiver charge taken
from AGS) expense only; from purchase
--subsequent purchase payments no payments in
will have AGS's CDSC Administration South Dakota
Asset Charge)

Zenith Accumulator --none on exchange 1.35% $30 --transfer fee
--will apply on subsequent of $10 if you
withdrawal from AGS using the make more than
time table for Zenith 12 per year
Accumulator
--10 year, 6.5% (of Contract
Value) declining CDSC if you
have a Zenith Accumulator
Contract
--subsequent purchase payments
will have AGS's CDSC
</TABLE>

A-49
<PAGE>

TABLE OF CONTENTS
OF
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY............................................................... II-3
SERVICES RELATING TO THE VARIABLE ACCOUNT................................. II-3
PERFORMANCE COMPARISONS................................................... II-3
CALCULATION OF PERFORMANCE DATA........................................... II-4
NET INVESTMENT FACTOR..................................................... II-17
ANNUITY PAYMENTS.......................................................... II-17
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS...................... II-19
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS........................ II-24
EXPERTS................................................................... II-27
LEGAL MATTERS............................................................. II-27
APPENDIX A................................................................ II-28
FINANCIAL STATEMENTS...................................................... F-1
</TABLE>

If you would like a copy of the Statement of Additional Information, please
complete the request form below and mail to:

New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116

Please send a copy of the Statement of Additional
Information for New England Variable Annuity Separate
Account (American Growth Series) to:

--------------------------------------------------------
Name

--------------------------------------------------------
Street

--------------------------------------------------------
City State Zip

A-50
<PAGE>

NEW ENGLAND LIFE INSURANCE COMPANY
501 BOYLSTON STREET
BOSTON, MA 02116

RECEIPT

This is to acknowledge receipt of an American Growth Series Prospectus dated
April 30, 1999. This Variable Annuity Contract is offered by New England Life
Insurance Company.

_____________________________________ _____________________________________
(Date) (Client's Signature)
<PAGE>

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
AMERICAN GROWTH SERIES
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY NEW ENGLAND LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
(PART B)

APRIL 30,1999

This Statement of Additional Information is not a prospectus. This Statement
of Additional Information relates to the Prospectus dated April 30,1999 and
should be read in conjunction therewith. A copy of the Prospectus may be
obtained by writing to New England Securities Corporation ("New England
Securities") 399 Boylston Street, Boston, Massachusetts 02116.

VA-155SAI-98

II-1
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company............................................................... II-3
Services Relating to the Variable Account................................. II-3
Performance Comparisons................................................... II-3
Calculation of Performance Data........................................... II-4
Net Investment Factor..................................................... II-17
Annuity Payments.......................................................... II-17
Hypothetical Illustrations of Annuity Income Payouts...................... II-19
Historical Illustrations of Annuity Income Payouts........................ II-23
The Fixed Account......................................................... II-26
Experts................................................................... II-27
Legal Matters............................................................. II-27
Appendix A................................................................ II-28
Financial Statements...................................................... F-1
</TABLE>

II-2
<PAGE>

THE COMPANY

New England Life Insurance Company ("The Company") is an indirect, wholly-
owned subsidiary of Metropolitan Life Insurance Company ("MetLife").

SERVICES RELATING TO THE VARIABLE ACCOUNT

The Company maintains the books and records of the Variable Account and
provides issuance and other administrative services for the Contracts.

Auditors. Deloitte & Touche LLP, located at 125 Summer Street, Boston,
Massachusetts 02110, conducts an annual audit of the Variable Account's
financial statements.

Principal Underwriter. New England Securities Corporation ("New England
Securities"), an indirect subsidiary of the Company, serves as principal
underwriter for the Variable Account pursuant to a distribution agreement with
the Company. The Contracts are offered continuously and may be sold by
registered representatives of broker-dealers that have selling agreements with
New England Securities as well as by the Company's life insurance agents and
insurance brokers who are registered representatives of New England
Securities. The Company pays commissions, none of which are retained by New
England Securities, in connection with sales of the Contracts. For the years
ended December 31, 1996, 1997 and 1998, the Company paid commissions in the
amount of $3,782,305.00, $5,081,873.33 and $ respectively.

PERFORMANCE COMPARISONS

Articles and releases, developed by the Company, the Eligible Funds (as
defined in the Prospectus) and other parties, about the Account or the
Eligible Funds regarding performance, rankings, statistics and analyses of the
Account's, the individual Eligible Funds' and fund groups' asset levels and
sales volumes, statistics and analyses of industry sales volumes and asset
levels, and other characteristics may appear in publications, including, but
not limited to, those publications listed in Appendix A to this Statement of
Additional Information. In particular, some or all of these publications may
publish their own rankings or performance reviews including the Account or the
Eligible Funds. References to or reprints of such articles may be used in
promotional literature. Such literature may refer to personnel of the advisers
and/or subadvisers who have portfolio management responsibility, and their
investment style. The references may allude to or include excerpts from
articles appearing in the media.

The advertising and sales literature for the Contracts and the Account may
refer to historical, current and prospective economic trends and may include
historical and current performance and total returns of investment
alternatives.

In addition, sales literature may be published concerning topics of general
investor interest for the benefit of registered representatives and
prospective Contractholders. These materials may include, but are not limited
to, discussions of college planning, retirement planning, reasons for
investing and historical examples of the investment performance of various
classes of securities, securities markets and indices.

II-3
<PAGE>

CALCULATION OF PERFORMANCE DATA

The tables below illustrate hypothetical average annual total returns for
each sub-account for the periods shown, based on the actual investment
experience of the sub-accounts, and the New England Zenith Fund (the "Zenith
Fund") during those periods. The tables do not represent what may happen in
the future.

The Variable Account was not established until July, 1994. The Contracts
were not available before August, 1998. The Back Bay Advisors Bond Income and
Back Bay Advisors Money Market Series commenced operations on August 26, 1983.
The Westpeak Growth and Income and Goldman Sachs Midcap Value Series (formerly
the Loomis Sayles Avanti Growth Series) commenced operations on April 30,
1993. The Small Cap Series commenced operations on May 2, 1994. The six other
Eligible Funds did not commence operations until October 31, 1994.

Calculations of average annual total return are based on the assumption that
a single investment of $1,000 was made at the beginning of each period shown.
The figures do not reflect the effect of any premium tax charge, which applies
in certain states, and which would reduce the results shown.

The average annual total return is related to surrender value and is
calculated as follows. The amount of the assumed $1,000 purchase payment for a
Contract issued at the beginning of the period is divided by the Accumulation
Unit Value of each sub-account at the beginning of the period shown to arrive
at the number of Accumulation Units purchased. The number of Accumulation
Units is reduced on each Contract anniversary to reflect deduction of the
annual $30 Administration Contract Charge from the Contract Value. For
purposes of this calculation, the maximum Administration Contract Charge of
$30 is deducted, although the actual charge will be the lesser of 2% of
Contract Value and $30 (and may be waived for certain large Contracts). Each
such $30 deduction reduces the number of units held under the Contract by an
amount equal to $30 divided by the Accumulation Unit Value on the date of the
deduction. The total number of units held under the Contract at the beginning
of the last Contract Year covered by the period shown is multiplied by the
Accumulation Unit Value on December 31, 1998 to arrive at the Contract Value
on that date. This Contract Value is then reduced by the applicable Contingent
Deferred Sales Charge and the portion of the $30 Administration Contract
Charge which would be deducted upon surrender on December 31, 1998 to arrive
at the surrender value. The average annual total return is the annual
compounded rate of return which would produce the surrender value on December
31, 1998. In other words, the average annual total return is the rate which,
when added to 1, raised to a power reflecting the number of years in the
period shown, and multiplied by the initial $1,000 investment, yields the
surrender value at the end of the period. The average annual total returns
assume that no premium tax charge has been deducted.

Sub-Account average annual total return, which is calculated in accordance
with the SEC standardized formula, uses the inception date of the sub-account
through which the Eligible Fund shown is available. Sub-Account performance
for the periods prior to August 3, 1998 reflects a mortality and expense
charge of 1.25%. Sub-Account performance for periods on or after that date
reflects a mortality and expense charge of 1.30%. With a higher mortality and
expense charge, performance for earlier periods would have been lower. The
Contracts impose a mortality and expense risk charge of 1.30%. Fund total
return adjusted for Contract charges, which is non-standard performance, uses
the inception date of the Eligible Fund shown, and therefore may reflect
periods prior to the availability of the corresponding sub-account under the
Contract. THIS INFORMATION DOES NOT INDICATE OR REPRESENT FUTURE PERFORMANCE.

SUB-ACCOUNT AVERAGE ANNUAL TOTAL RETURN

For purchase payment allocated to the Loomis Sayles Small Cap Series

For purchase payment allocated to the Morgan Stanley International Magnum
Equity Series*

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
Since Inception of the Sub-Account.................................... %
</TABLE>
- --------
* The Morgan Stanley International Magnum Equity Series' subadviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Asset
Management Inc. became the subadviser.

II-4
<PAGE>

For purchase payment allocated to the Alger Equity Growth Series

For purchase payment allocated to the Goldman Sachs Midcap Value Series**

For purchase payment allocated to the Davis Venture Value Series

For purchase payment allocated to the Westpeak Growth and Income Series

For purchase payment allocated to the Loomis Sayles Balanced Series

For purchase payment allocated to the Salomon Brothers Strategic Bond
Opportunities Series

For purchase payment allocated to the Back Bay Advisors Bond Income Series

For purchase payment allocated to the Salomon Brothers U.S. Government Series

For purchase payment allocated to the Back Bay Advisors Money Market Series

II-5
<PAGE>

FUND TOTAL RETURN ADJUSTED FOR CONTRACT CHARGES

For purchase payment allocated to the Loomis Sayles Small Cap Series

For purchase payment allocated to the Morgan Stanley International Magnum
Equity Series*

For purchase payment allocated to the Alger Equity Growth Series

For purchase payment allocated to the Goldman Sachs Midcap Value Series**

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
5 Years............................................................... %
Since Inception of the Fund........................................... %

For purchase payment allocated to the Davis Venture Value Series

For purchase payment allocated to the Westpeak Growth and Income Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
5 Years............................................................... %
Since Inception of the Fund........................................... %

For purchase payment allocated to the Loomis Sayles Balanced Series

For purchase payment allocated to the Salomon Brothers Strategic Bond
Opportunities Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
Since Inception of the Fund........................................... %
</TABLE>
- --------
* The Morgan Stanley International Magnum Equity Series' subadviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Asset
Management Inc. became the subadviser.
** The Goldman Sachs Midcap Value Series' subadviser was Loomis, Sayles &
Company, L.P. until May 1, 1998, when Goldman Sachs Asset Management became
the subadviser.

II-6
<PAGE>

For purchase payment allocated to the Back Bay Advisors Bond Income Series

<TABLE>
<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
5 Years............................................................... %
10 years.............................................................. %
Since Inception of the Fund........................................... %

For purchase payment allocated to the Salomon Brothers U.S. Government
Series

For purchase payment allocated to the Back Bay Advisors Money Market Series

<CAPTION>
PERIOD ENDING DECEMBER 31, 1998
-------------------------------
<S> <C>
1 Year................................................................ %
5 Years............................................................... %
10 years.............................................................. %
Since Inception of the Fund........................................... %
</TABLE>

Information is available illustrating the impact of fund performance on
annuity payouts. For examples, see "Hypothetical Illustrations of Annuity
Income Payments" and "Historical Illustrations of Annuity Income Payments" in
this Statement of Additional Information.

The following chart illustrates how the average annual total return was
determined for the five year period ending December 31, 1998 for the sub-
account investing in the Back Bay Advisors Bond Income Series based on the
assumptions used in the above table. The units column below shows the number
of accumulation units hypothetically purchased by the $1000 investment in the
Series in the first year. The units are reduced on each Contract anniversary
to reflect the deduction of the $30 Administration Contract Charge. The
illustration assumes no premium tax charge is deducted.

The unit values of the sub-accounts reflect the change in the net asset
value of the underlying Eligible Funds plus the reinvestment of dividends from
net investment income and of distributions from net realized gains, if any.
The unit values also reflect the deduction of the Mortality and Expense Risk
Charge as well as the Administration Asset Charge.

<TABLE>
<CAPTION>
AVERAGE
UNIT CONTRACT SURRENDER ANNUAL TOTAL
DATE UNITS VALUE VALUE VALUE RETURN
---- -------- -------- -------- --------- ------------
<S> <C> <C> <C> <C> <C>
December 31, 1993.......... 407.7086 2.650071 1,080.46 $1,022.11 2.21%
December 31, 1994.......... 395.8294 2.525427 999.64 954.65 -2.29%
December 31, 1995.......... 385.8902 3.018347 1,164.75 1,124.75 4.00%
December 31, 1996.......... 376.2539 3.113250 1,171.37 1,141.37 3.36%
December 31, 1997.......... 367.4415 3.404265 1,250.87 1,230.87 4.24%
December 31, 1998..........
</TABLE>

II-7
<PAGE>

The following charts illustrate what would have been the growth and value of
a $10,000 purchase payment if it had been invested in each of the Eligible
Funds on the first day of the first month after those Eligible Funds became
available: September 1, 1983 for the Back Bay Advisors Money Market and Back
Bay Advisors Bond Income Series; May 1, 1993 for the Westpeak Growth and
Income and Goldman Sachs Midcap Value Series; May 2, 1994 for the Loomis
Sayles Small Cap Series; and November 1, 1994 for the other series of the
Zenith Fund. The figures shown do not reflect the deduction of any premium tax
charge on surrender. During the period when the Contingent Deferred Sales
Charge applies, the percentage return on surrender value from year to year
(after the 1st year) will be greater than the percentage return on Contract
Value for the same years. This is because the percentage return on surrender
value reflects not only investment experience but also the annual reduction in
the applicable Contingent Deferred Sales Charge. In the first chart, the
Contract Value and surrender value on each date shown are calculated in the
manner described in the preceding illustrations of average annual total
return, assuming that no premium tax charge is deducted on surrender.

In the second and third charts, the difference between the Contract Value or
surrender value at the beginning and at the end of each year is divided by the
beginning Contract Value or surrender value to arrive at the annual percentage
change. The cumulative return information set forth in these charts is
determined by taking the difference between the $10,000 investment and the
ending Contract Value or surrender value and dividing it by $10,000. The
annual effective rate of return in this illustration is calculated in the same
manner as the average annual total return described in the preceding
illustration, assuming that no premium tax charge is deducted on surrender.

$10,000 SINGLE PURCHASE PAYMENT CONTRACT
BACK BAY ADVISORS BOND INCOME AND BACK BAY ADVISORS MONEY MARKET SERIES ISSUED
SEPTEMBER 1, 1983
WESTPEAK GROWTH AND INCOME AND GOLDMAN SACHS MIDCAP VALUE(3) SERIES ISSUED
MAY 1, 1993
LOOMIS SAYLES SMALL CAP SERIES ISSUED MAY 2, 1994
OTHER ZENITH FUND SERIES ISSUED NOVEMBER 1, 1994
INVESTMENT RESULTS

CONTRACT VALUE(1)

<TABLE>
<CAPTION>
MORGAN SALOMON
LOOMIS STANLEY GOLDMAN WESTPEAK BROTHERS BACK BAY
SAYLES INTERNATIONAL ALGER SACHS DAVIS GROWTH LOOMIS STRATEGIC ADVISORS
SMALL MAGNUM EQUITY MIDCAP VENTURE AND SAYLES BOND BOND
CAP EQUITY(2) GROWTH VALUE(3) VALUE INCOME BALANCED OPPORTUNITIES INCOME
---------- ------------- ---------- ---------- ---------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $10,337.67
1984............ 11,445.98
1985............ 13,372.34
1986............ 15,111.94
1987............ 15,209.14
1988............ 16,221.84
1989............ 17,933.29
1990............ 19,081.33
1991............ 22,162.98
1992............ 23,611.58
1993............ $11,366.57 $11,317.31 26,189.62
1994............ $ 9,587.79 $10,237.00 $ 9,694.22 11,147.74 $ 9,628.18 10,995.38 $ 9,967.47 $ 9,838.07 24,928.24
1995............ 12,146.27 10,692.43 14,185.73 14,294.36 13,193.69 14,760.65 12,234.95 11,551.12 29,762.30
1996............ 15,616.68 11,215.69 15,798.75 16,543.95 16,338.34 17,154.34 14,072.65 12,993.93 30,666.44
1997............ 19,189.74 10,886.69 19,541.57 19,105.05 21,477.28 22,540.94 16,091.52 14,201.85 33,501.82
1998............
<CAPTION>
SALOMON BACK BAY
BROTHERS ADVISORS
U.S. MONEY
GOVERNMENT MARKET
---------- ----------
<S> <C> <C>
As of December
31:
1983............ $10,256.90
1984............ 11,167.87
1985............ 11,891.93
1986............ 12,494.00
1987............ 13,093.94
1988............ 13,851.97
1989............ 14,893.43
1990............ 15,858.00
1991............ 16,578.78
1992............ 16,938.41
1993............ 17,169.20
1994............ $10,037.26 17,573.10
1995............ 11,354.32 18,286.71
1996............ 11,536.13 18,925.00
1997............ 12,308.95 19,627.81
1998............
</TABLE>

II-8
<PAGE>

SURRENDER VALUE(1)

<TABLE>
<CAPTION>
MORGAN SALOMON
LOOMIS STANLEY GOLDMAN WESTPEAK BROTHERS BACK BAY
SAYLES INTERNATIONAL ALGER SACHS DAVIS GROWTH LOOMIS STRATEGIC ADVISORS
SMALL MAGNUM EQUITY MIDCAP VENTURE AND SAYLES BOND BOND
CAP EQUITY(2) GROWTH VALUE(3) VALUE INCOME BALANCED OPPORTUNITIES INCOME
---------- ------------- ---------- ---------- ---------- ---------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 9,674.03
1984............ 10,835.98
1985............ 12,862.34
1986............ 14,701.94
1987............ 14,899.14
1988............ 16,011.84
1989............ 17,823.29
1990............ 19,071.33
1991............ 22,152.98
1992............ 23,601.58
1993............ $10,646.57 $10,597.31 26,179.62
1994............ $ 8,969.15 $ 9,585.41 $ 9,080.62 10,527.74 $ 9,019.21 10,380.95 $ 9,334.75 $ 9,214.41 24,918.24
1995............ 11,528.77 10,106.41 13,580.73 13,774.36 12,588.59 14,240.65 11,629.95 10,946.12 29,752.30
1996............ 15,099.18 10,710.69 15,293.75 16,123.95 15,833.34 16,734.34 13,567.65 12,488.93 30,656.44
1997............ 18,772.24 10,490.72 19,136.57 18,785.05 21,072.28 22,220.94 15,686.52 13,796.85 33,491.82
1998............
<CAPTION>
SALOMON BACK BAY
BROTHERS ADVISORS
U.S. MONEY
GOVERNMENT MARKET
---------- ----------
<S> <C> <C>
As of December
31:
1983............ $ 9,598.92
1984............ 10,557.87
1985............ 11,381.93
1986............ 12,084.00
1987............ 12,783.94
1988............ 13,641.97
1989............ 14,783.43
1990............ 15,848.00
1991............ 16,568.78
1992............ 16,928.41
1993............ 17,159.20
1994............ $ 9,399.65 17,563.10
1995............ 10,749.32 18,276.71
1996............ 11,031.13 18,915.00
1997............ 11,903.95 19,617.81
1998............
</TABLE>

ANNUAL PERCENTAGE CHANGE IN CONTRACT VALUE(1)

<TABLE>
<CAPTION>
MORGAN SALOMON
LOOMIS STANLEY GOLDMAN WESTPEAK BROTHERS
SAYLES INTERNATIONAL ALGER SACHS DAVIS GROWTH LOOMIS STRATEGIC
SMALL MAGNUM EQUITY MIDCAP VENTURE AND SAYLES BOND
CAP EQUITY(2) GROWTH VALUE(3) VALUE INCOME BALANCED OPPORTUNITIES
------ ------------- ------ -------- ------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983...................
1984...................
1985...................
1986...................
1987...................
1988...................
1989...................
1990...................
1991...................
1992...................
1993................... 13.67% 13.17%
1994................... -4.12% 2.37% -3.60% -1.93 -3.72% -2.84 -0.33% -1.62%
1995................... 26.68 4.45 46.33 28.23 37.03 34.24 22.75 17.41
1996................... 28.57 4.89 11.37 15.74 23.84 16.22 15.02 12.49
1997................... 22.88 -2.93 23.69 15.48 31.45 31.40 14.35 9.30
1998...................
Cumulative Return.......
Annual Effective Rate of
Return.................
</TABLE>

II-9
<PAGE>

ANNUAL PERCENTAGE CHANGE IN SURRENDER VALUE(1)

<TABLE>
<CAPTION>
MORGAN SALOMON
LOOMIS STANLEY GOLDMAN WESTPEAK BROTHERS
SAYLES INTERNATIONAL ALGER SACHS DAVIS GROWTH LOOMIS STRATEGIC
SMALL MAGNUM EQUITY MIDCAP VENTURE AND SAYLES BOND
CAP EQUITY(2) GROWTH VALUE(3) VALUE INCOME BALANCED OPPORTUNITIES
------ ------------- ------ -------- ------- -------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983...................
1984...................
1985...................
1986...................
1987...................
1988...................
1989...................
1990...................
1991...................
1992...................
1993................... 6.47% 5.97%
1994................... -10.31% -4.15% -9.19% -1.12 -9.81% -2.04 -6.65% -7.86%
1995................... 28.54 5.44 49.56 30.84 39.58 37.18 24.59 18.79
1996................... 30.97 5.98 12.61 17.06 25.78 17.51 16.66 14.09
1997................... 24.33 -2.05 25.13 16.50 33.09 32.79 15.62 10.47
1998...................
Cumulative Return.......
Annual Effective Rate of
Return.................
</TABLE>

<TABLE>
<CAPTION>
LEHMAN
INTERMEDIATE
BACK BAY SALOMON BACK BAY GOVERNMENT/
ADVISORS BROTHERS ADVISORS DOW JONES S&P 500 CORPORATE CONSUMER
BOND U.S. MONEY INDUSTRIAL STOCK BOND PRICE
INCOME GOVERNMENT MARKET AVERAGE(4) INDEX(5) INDEX(6) INDEX(7)
-------- ---------- -------- ---------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <C> <C>
As of December 31:
1983................... -3.26% -4.01% 5.11% 1.79% 4.51% 1.07%
1984................... 12.01 9.99 1.35 6.27 14.37 3.95
1985................... 18.70 7.81 33.62 31.73 18.06 3.77
1986................... 14.30 6.17 27.25 18.66 13.13 1.13
1987................... 1.34 5.79 5.55 5.25 3.66 4.41
1988................... 7.47 6.71 16.21 16.61 6.67 4.42
1989................... 11.31 8.37 32.24 31.69 12.77 4.65
1990................... 7.00 7.20 -0.54 -3.10 9.16 6.11
1991................... 16.16 4.55 24.25 30.47 14.62 3.06
1992................... 6.54 2.17 7.40 7.62 7.17 2.90
1993................... 10.92 1.36 16.97 10.08 8.79 2.75
1994................... -4.82 -6.00% 2.35 5.02 1.32 -1.93 2.67
1995................... 19.40 14.36 4.06 36.94 37.58 15.33 2.54
1996................... 3.04 2.62 3.49 28.91 22.96 4.05 3.32
1997................... 9.25 7.91 3.72 24.91 33.36 7.87 1.83
1998...................
Cumulative Return.......
Annual Effective Rate of
Return.................
</TABLE>
- --------
NOTES:
(1) The Contract Values, surrender values, and annual percentage change
figures assume reinvestment of dividends and capital gain distributions.
The Contract Values are net of all deductions and expenses other than any
applicable Contingent Deferred Sales Charge or premium tax charge. Each
surrender value equals the Contract Value less any applicable Contingent
Deferred Sales Charge and a pro rata portion of the annual $30
Administration Contract Charge, but does not reflect a deduction for the
premium tax charge. (See "Administration Charges, Contingent Deferred
Sales Charge and Other Deductions.") 1983 figures for the Back Bay
Advisors Bond Income and Back Bay Advisors Money Market Series are from
September 1 through December 31, 1983. 1993 figures for the Westpeak
Growth and Income and Goldman Sachs Midcap Value Series are from May 1
through December 31, 1993. 1994 figures for the Loomis Sayles Small Cap
Series are from May 2 through December 31, 1994. 1994 figures for all
other series of the Zenith Fund are from November 1 through December 31,
1994.
(2) The Morgan Stanley International Magnum Equity Series' subadviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Asset
Management Inc. became the subadviser.
(3) The Goldman Sachs Midcap Value Series' subadviser was Loomis, Sayles &
Company, L.P. until May 1, 1998, when Goldman Sachs Asset Management
became the subadviser.
(4) The Dow Jones Industrial Average is a market value-weighted and unmanaged
index of 30 large industrial stocks traded on the New York Stock Exchange.
The annual percentage change figures have been adjusted to reflect
reinvestment of dividends. 1983 figures are from September 1 through
December 31, 1983.
(5) The S&P 500 Stock Index is an unmanaged weighted index of the stock
performance of 500 industrial, transportation, utility and financial
companies. The annual percentage change figures have been adjusted to
reflect reinvestment of dividends. 1983 figures are from September 1
through December 31, 1983.
(6) The Lehman Intermediate Government/Corporate Bond Index is a subset of the
Lehman Government/Corporate Bond Index covering all issues with maturities
between 1 and 10 years which is composed of taxable, publicly-issued, non-
convertible debt obligations issued or guaranteed by the U.S. Government
or its agencies and another Lehman index that is composed of taxable,
fixed rate publicly-issued, investment grade non-convertible corporate
debt obligations. 1983 figures are from September 1 through December 31,
1983.
(7) The Consumer Price Index, published by the U.S. Bureau of Labor
Statistics, is a statistical measure of changes, over time, in the prices
of goods and services. 1983 figures are from September 1 through December
31, 1983.

II-10
<PAGE>

The chart below illustrates what would have been the change in value of a
$250 monthly investment under a Contract in each of the Eligible Funds if
purchase payments had been made on the first day of each month starting with
September 1, 1983 for the Back Bay Advisors Bond Income and Back Bay Advisors
Money Market Series, May 1, 1993 for the Westpeak Growth and Income and
Goldman Sachs Midcap Value Series, May 2, 1994 for the Loomis Sayles Small Cap
Series and November 1, 1994 for the other series of the Zenith Fund. The
figures shown do not reflect the deduction of any premium tax charge on
surrender, and only surrender values, not Contract Values, reflect the
deduction of any applicable Contingent Deferred Sales Charge. Each purchase
payment is divided by the Accumulation Unit Value of each sub-account on the
date of the investment to calculate the number of Accumulation Units
purchased. The total number of units under the Contract is reduced on each
Contract anniversary to reflect the $30 Administration Contract Charge, in the
same manner as described in the illustrations of average annual total return.
The Contract Value and the surrender value are calculated according to the
methods described in the preceding examples. The annual effective rate of
return in this illustration represents the compounded annual rate that the
hypothetical purchase payments shown would have had to earn in order to
produce the Contract Value and surrender value illustrated on December 31,
1997. The annual effective rate of return is the rate which, when added to 1
and raised to a power equal to the number of months for which the payment is
invested divided by twelve, and multiplied by the payment amount, for all
monthly payments, would yield the Contract Value or surrender value on the
ending date of the illustration.

INVESTMENT RESULTS

SEPTEMBER 1, 1983--DECEMBER 31, 1998

FOR BOND INCOME AND MONEY MARKET SERIES

MAY 1, 1993--DECEMBER 31, 1998 FOR GROWTH AND INCOME AND AVANTI GROWTH SERIES

MAY 2, 1994--DECEMBER 31, 1998 FOR SMALL CAP SERIES

NOVEMBER 1, 1994--DECEMBER 31, 1998 FOR OTHER ZENITH FUND SERIES

<TABLE>
<CAPTION>
CONTRACT VALUE
---------------------------------------------------------------------------------------------------
MORGAN
LOOMIS STANLEY GOLDMAN DAVIS WESTPEAK SALOMON
SAYLES INTERNATIONAL ALGER SACHS VENTURE GROWTH LOOMIS BROTHERS
CUMULATIVE SMALL MAGNUM EQUITY MIDCAP VALUE AND SAYLES BOND
PAYMENTS(1) CAP EQUITY(2) GROWTH VALUE(3) GROWTH INCOME BALANCED OPPORTUNITIES
----------- ---------- ------------- ---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 1,000
1984............ 4,000
1985............ 7,000
1986............ 10,000
1987............ 13,000
1988............ 16,000
1989............ 19,000
1990............ 22,000
1991............ 25,000
1992............ 28,000
1993............ 31,000 $ 2,121.84 $ 2,120.54
1994............ 34,000 $ 1,956.26 $ 511.38 $ 497.68 5,097.79 $ 494.91 5,049.40 $ 502.20 $ 492.19
1995............ 37,000 5,895.10 3,637.36 4,222.10 9,873.90 4,125.99 10,258.06 3,904.75 3,814.17
1996............ 40,000 11,021.85 6,859.16 7,864.68 14,629.01 8,536.02 15,236.80 7,778.69 7,478.86
1997............ 43,000 16,902.67 9,550.07 13,001.28 20,125.90 14,632.30 23,467.27 12,114.50 11,316.03
1998............
Annual Effective
Rate of Return. % % % % % % % %
<CAPTION>
BACK BAY SALOMON BACK BAY
ADVISORS BROTHERS ADVISORS
BOND U.S. MONEY
INCOME GOVERNMENT MARKET
---------- ----------- -----------
<S> <C> <C> <C>
As of December
31:
1983............ $ 1,012.71 $ 1,016.00
1984............ 4,347.60 4,228.77
1985............ 8,359.85 7,589.75
1986............ 12,610.03 11,042.60
1987............ 15,713.15 14,655.09
1988............ 19,831.44 18,608.55
1989............ 25,092.76 23,140.46
1990............ 29,874.35 27,762.78
1991............ 38,038.94 32,117.90
1992............ 43,679.58 35,876.57
1993............ 51,587.72 39,423.75
1994............ 52,090.01 $ 502.40 43,437.95
1995............ 65,505.31 3,734.85 48,314.12
1996............ 70,653.96 6,849.78 53,109.32
1997............ 80,401.77 10,426.55 58,199.85
1998............
Annual Effective
Rate of Return. % %
</TABLE>
- -------

(1) For the Westpeak Growth and Income and Goldman Sachs Midcap Value Series,
cumulative payments as of December 31, 1993 would be $2,000, as of
December 31, 1994 would be $5,000, as of December 31, 1995 would be
$8,000, as of December 31, 1996 would be $11,000, as of December 31, 1997
would be $14,000 and as of December 31, 1998 would be $17,000. For the
Loomis Sayles Small Cap Series, cumulative payments as of December 31,
1994 would be $2,000, as of December 31, 1995 would be $5,000, as of
December 31, 1996 would be $8,000, as of December 31, 1997 would be
$11,000 and as of December 31, 1998 would be $14,000. For the other Zenith
Fund Series, cumulative payments as of December 31, 1994 would be $500, as
of December 31, 1995 would be $3,500, as of December 31, 1996 would be
$6,500, as of December 31, 1997 would be $9,500 and as of December 31,
1998 would be $12,500.

(2) The Morgan Stanley International Magnum Equity Series' subadviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Asset
Management Inc. became the subadviser.

(3) The Goldman Sachs Midcap Value Series' subadviser was Loomis, Sayles &
Company, L.P. until May 1, 1998 when Goldman Sachs Asset Management became
the subadviser.

II-11
<PAGE>

<TABLE>
<CAPTION>
SURRENDER VALUE
---------------------------------------------------------------------------------------------------
LOOMIS MORGAN GOLDMAN SALOMON
SAYLES STANLEY ALGER SACHS DAVIS WESTPEAK LOOMIS BROTHERS
CUMULATIVE SMALL INTERNATIONAL EQUITY MIDCAP VENTURE GROWTH SAYLES BOND
PAYMENTS(1) CAP MAGNUM(2) GROWTH VALUE(3) VALUE AND INCOME BALANCED OPPORTUNITIES
----------- ---------- ------------- ---------- ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
As of December
31:
1983............ $ 1,000
1984............ 4,000
1985............ 7,000
1986............ 10,000
1987............ 13,000
1988............ 16,000
1989............ 19,000
1990............ 22,000
1991............ 25,000
1992............ 28,000
1993............ 31,000 $ 1,961.84 $ 1,960.54
1994............ 34,000 $ 1,803.57 $ 472.33 $ 459.59 4,763.39 $ 457.01 4,718.60 $ 463.80 $ 454.48
1995............ 37,000 5,547.60 3,405.07 3,977.10 9,363.90 3,880.99 9,748.06 3,659.75 3,571.44
1996............ 40,000 10,514.35 6,459.43 7,444.68 13,989.01 8,116.02 14,596.80 7,358.69 7,058.86
1997............ 16,265.17 9,048.11 12,436.28 19,385.90 14,067.30 22,727.27 11,549.50 10,751.03
1998............
Annual Effective
Rate of Return. % % % % % % % %
<CAPTION>
BACK BAY SALOMON BACK BAY
ADVISORS BROTHERS ADVISORS
BOND U.S. MONEY
INCOME GOVERNMENT MARKET
----------- ----------- -----------
<S> <C> <C> <C>
As of December
31:
1983............ $ 933.57 $ 936.63
1984............ 4,067.60 3,956.32
1985............ 7,909.85 7,145.30
1986............ 12,020.03 10,452.60
1987............ 15,013.15 13,955.09
1988............ 19,051.44 17,828.55
1989............ 24,262.76 22,310.46
1990............ 29,024.35 26,912.78
1991............ 37,188.94 31,267.90
1992............ 42,829.58 35,026.57
1993............ 50,737.72 38,573.75
1994............ 51,240.01 $ 463.99 42,587.95
1995............ 64,655.31 3,497.31 47,464.12
1996............ 69,803.96 6,451.30 52,259.32
1997............ 79,551.77 9,867.25 57,349.85
1998............
Annual Effective
Rate of Return. % % %
</TABLE>
- -------

As discussed in the prospectus in the section entitled "Investment
Experience Information", the Variable Account may illustrate historical
investment performance by showing the percentage change in unit value and the
annual effective rate of return of each sub-account of the Variable Account
for every calendar year since inception of the corresponding Eligible Funds to
the date of the illustration and for the ten, five and one year periods ending
with the date of the illustration. Examples of such illustrations follow. Such
illustrations do not reflect the impact of any Contingent Deferred Sales
Charge, premium tax charge, or the annual $30 Administration Contract Charge.
The method of calculating the percentage change in unit value is described in
the prospectus under "Investment Performance Information." The annual
effective rate of return in these illustrations is calculated by dividing the
unit value at the end of the period by the unit value at the beginning of the
period, raising this quantity to the power of 1/n (where n is the number of
years in the period), and then subtracting 1.

Set forth on the following pages are illustrations of the percentage change
in unit value information and annual effective rate of return information
discussed above that may appear in the Variable Account's Annual and Semi-
Annual Reports and in other illustrations of historical investment
performance. Such illustrations do not reflect the impact of any Contingent
Deferred Sales Charge, premium tax charge, or the annual Administration
Contract Charge.

LOOMIS SAYLES SMALL CAP SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
May 1, 1994.......................................... 1.000000
December 31, 1994.................................... .958779 -4.1%
December 31, 1995.................................... 1.218215 27.1%
December 31, 1996.................................... 1.569712 28.9%
December 31, 1997.................................... 1.932590 23.1%
December 31, 1998....................................
</TABLE>
- -------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge, premium tax charge, or the annual Administration Contract Charge.

II-12
<PAGE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
4 years, 8 months ended December 31, 1998.............. % %
1 year ended December 31, 1998......................... % %
</TABLE>

MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SUB-ACCOUNT**

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... 1.023661 2.4%
December 31, 1995..................................... 1.072382 4.8%
December 31, 1996..................................... 1.127927 5.2%
December 31, 1997..................................... 1.097793 -2.7%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
4 years, 2 months ended December 31, 1998.............. % %
1 year ended December 31, 1998......................... % %
</TABLE>

EQUITY GROWTH SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... 0.955813 -4.4%
December 31, 1995..................................... 1.401562 46.6%
December 31, 1996..................................... 1.563978 11.6%
December 31, 1997..................................... 1.937505 23.9%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

GOLDMAN SACHS MIDCAP VALUE SUB-ACCOUNT***

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
April 30, 1993........................................ 1.000000
December 31, 1993..................................... 1.136657 13.7%
December 31, 1994..................................... 1.117861 -1.7%
December 31, 1995..................................... 1.436949 28.5%
December 31, 1996..................................... 1.666295 16.0%
December 31, 1997..................................... 1.927771 15.7%
December 31, 1998.....................................
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge, premium tax charge, or the annual Administration Contract Charge.
** The Morgan Stanley International Magnum Equity Series' subadviser was
Draycott Partners, Ltd. until May 1, 1997, when Morgan Stanley Asset
Management Inc. became the subadviser.
*** The Goldman Sachs Midcap Value Series' subadviser was Loomis, Sayles &
Company, L.P. until May 1, 1998, when Goldman Sachs Asset Management became
the subadviser.

II-13
<PAGE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
5 years, 8 months ended December 31, 1998.............. % %
5 years ended December 31, 1998........................
1 year ended December 31, 1998......................... % %
</TABLE>

DAVIS VENTURE VALUE SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... .962781 -3.7%
December 31, 1995..................................... 1.322415 37.4%
December 31, 1996..................................... 1.640833 24.1%
December 31, 1997..................................... 2.160040 31.6%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

WESTPEAK GROWTH AND INCOME SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

LOOMIS SAYLES BALANCED SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... .996709 -.3%
December 31, 1995..................................... 1.226569 23.1%
December 31, 1996..................................... 1.413947 15.3%
December 31, 1997..................................... 1.619885 14.6%
December 31, 1998.....................................
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge, premium tax charge, or the annual Administration Contract Charge.

II-14
<PAGE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... .983769 -1.6%
December 31, 1995..................................... 1.158151 17.7%
December 31, 1996..................................... 1.305874 12.8%
December 31, 1997..................................... 1.430333 9.5%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

BACK BAY ADVISORS BOND INCOME SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
August 26, 1983....................................... 1.000000
December 31, 1983..................................... 1.027018 2.7%
December 31, 1984..................................... 1.140339 11.0%
December 31, 1985..................................... 1.335435 17.1%
December 31, 1986..................................... 1.512218 13.2%
December 31, 1987..................................... 1.524994 .8%
December 31, 1988..................................... 1.629605 6.9%
December 31, 1989..................................... 1.804627 10.7%
December 31, 1990..................................... 1.923323 6.6%
December 31, 1991..................................... 2.237207 16.3%
December 31, 1992..................................... 2.386470 6.7%
December 31, 1993..................................... 2.650071 11.0%
December 31, 1994..................................... 2.525427 -4.7%
December 31, 1995..................................... 3.018347 19.5%
December 31, 1996..................................... 3.113250 3.1%
December 31, 1997..................................... 3.404265 9.3%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

<TABLE>
<CAPTION>
% CHANGE ANNUAL
IN UNIT EFFECTIVE
VALUE RATE
-------- ---------
<S> <C> <C>
15 years, 4 months ended December 31, 1998............. % %
10 years ended December 31, 1998....................... % %
5 years ended December 31, 1998........................ % %
1 year ended December 31, 1998......................... % %
</TABLE>
- --------
* Unit values do not reflect the impact of any Contingent Deferred Sales
Charge, premium tax charge, or the annual Administration Contract Charge.

II-15
<PAGE>

SALOMON BROTHERS U.S. GOVERNMENT SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
October 31, 1994...................................... 1.000000
December 31, 1994..................................... 1.003688 .4%
December 31, 1995..................................... 1.138448 13.4%
December 31, 1996..................................... 1.159699 1.9%
December 31, 1997..................................... 1.240432 7.0%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

BACK BAY ADVISORS MONEY MARKET SUB-ACCOUNT

ANNUAL PERCENT CHANGE IN UNIT VALUE*

<TABLE>
<CAPTION>
ACCUMULATION %
DATE UNIT VALUE CHANGE
---- ------------ ------
<S> <C> <C>
August 26, 1983....................................... 1.000000
December 31, 1983..................................... 1.026988 2.7%
December 31, 1984..................................... 1.121296 9.2%
December 31, 1985..................................... 1.197070 6.8%
December 31, 1986..................................... 1.260740 5.3%
December 31, 1987..................................... 1.324361 5.0%
December 31, 1988..................................... 1.404131 6.0%
December 31, 1989..................................... 1.512813 7.7%
December 31, 1990..................................... 1.613903 6.7%
December 31, 1991..................................... 1.690352 4.7%
December 31, 1992..................................... 1.730096 2.4%
December 31, 1993..................................... 1.756748 1.5%
December 31, 1994..................................... 1.801180 2.5%
December 31, 1995..................................... 1.877438 4.2%
December 31, 1996..................................... 1.946086 3.7%
December 31, 1997..................................... 2.021482 3.9%
December 31, 1998.....................................
</TABLE>

PERCENT CHANGE IN UNIT VALUE AND ANNUAL EFFECTIVE RATE OF RETURN*

II-16
<PAGE>

NET INVESTMENT FACTOR

The Company determines the net investment factor ("Net Investment Factor")
for any sub-account on each day on which the New York Stock Exchange is open
for trading as follows:

(1) The Company takes the net asset value per share of the Eligible Fund
held in the sub-account determined as of the close of regular trading on
the New York Stock Exchange on a particular day;

(2) Next, the Company adds the per share amount of any dividend or
capital gains distribution made by the Eligible Fund since the close of
regular trading on the New York Stock Exchange on the preceding trading
day.

(3) This total amount is then divided by the net asset value per share of
the Eligible Fund as of the close of regular trading on the New York Stock
Exchange on the preceding trading day.

(4) Finally, the Company subtracts the daily charges for the
Administration Asset Charge and Mortality and Expense Risk Charge since the
close of regular trading on the New York Stock Exchange on the preceding
trading day. (See "Administration Charges, Contingent Deferred Sales Charge
and Other Deductions" in the prospectus.) On an annual basis, the total
deduction for such charges equals 1.40% of the daily net asset value of the
Variable Account.

ANNUITY PAYMENTS

At annuitization, the Contract Value is applied toward the purchase of
monthly variable annuity payments. The amount of these payments will be
determined on the basis of (i) annuity purchase rates not lower than the rates
set forth in the Life Income Tables contained in the Contract that reflect the
age of the Payee at annuitization, (ii) the assumed interest rate selected,
(iii) the type of payment option selected, and (iv) the investment performance
of the Eligible Fund(s) selected.

When a variable annuity payment option is selected, the Contract proceeds
will be applied at annuity purchase rates, which vary depending on the
particular option selected and the age of the Payee, to calculate the basic
payment level purchased by the Contract Value. With respect to Contracts
issued in New York or Oregon for use in situations not involving an employer-
sponsored plan, annuity purchase rates used to calculate the basic payment
level will also reflect the sex of the Payee when the annuity payment option
involves a life contingency. Under such Contracts, a given Contract Value will
produce a higher basic payment level for a male Payee than for a female Payee,
reflecting the longer life expectancy of the female Payee. If the Contract
Owner has selected an annuity payment option that guarantees that payments
will be made for a certain number of years regardless of whether the Payee
remains alive, the Contract Value will purchase lower monthly benefits than
under a life contingent option.

The amount of the basic payment level is determined by applying the
applicable annuity purchase rate to the amount applied from each sub-account
to provide the annuity. This basic payment level is converted into annuity
units, the number of which remains constant. Each monthly annuity payment is
in an amount equal to that number of annuity units multiplied by the
applicable annuity unit value for that payment (described below). The
applicable annuity unit value for each sub-account will change from day to day
depending upon the investment performance of the sub-account, which in turn
depends upon the investment performance of the Eligible Fund in which the sub-
account invests.

The selection of an assumed interest rate ("Assumed Interest Rate") will
affect both the basic payment level and the amount by which subsequent
payments increase or decrease. The basic payment level is calculated on the
assumption that the Net Investment Factors applicable to the Contract will be
equivalent on an annual basis to a net investment return at the Assumed
Interest Rate. If this assumption is met following the date any payment is
determined, then the amount of the next payment will be exactly equal to the
amount of the preceding payment. If the actual Net Investment Factors are
equivalent to a net investment return greater than the Assumed Interest Rate,

II-17
<PAGE>

the next payment will be larger than the preceding one; if the actual Net
Investment Factors are equivalent to a net investment return smaller than the
Assumed Interest Rate, then the next payment will be smaller than the
preceding payment.

Unless otherwise provided, the assumed interest rate will be at an annual
effective rate of 3.5%. You may select as an alternative an assumed interest
rate equal to an annual effective rate of 0% or, if allowed by applicable law
or regulation, 5%. A higher assumed interest rate will produce a higher first
payment, a more slowly rising series of subsequent payments when the actual
net investment performance exceeds the assumed interest rate, and a more rapid
drop in subsequent payments when the actual net investment performance is less
than the assumed interest rate. A lower assumed interest rate will produce a
lower first payment, a more rapidly rising series of subsequent payments when
the actual net investment performance exceeds the assumed interest rate, and a
less rapid drop in subsequent payments when the actual net investment
performance is less than the assumed interest rate.

The number of annuity units credited under a variable payment option is
determined as follows:

(1) The Contract proceeds are applied at the Company's annuity purchase
rates for the selected Assumed Interest Rate to determine the basic payment
level. (The amount of Contract Value or Death Proceeds applied will be
reduced by any applicable Contingent Deferred Sales Charge, Administration
Contract Charge, premium tax charge, and/or any outstanding loan plus
accrued interest, as described in the prospectus.)

(2) The number of annuity units is determined by dividing the amount of
the basic payment level by the applicable annuity unit value(s) next
determined following the date of application of proceeds.

The dollar amount of the initial payment will be at the basic payment level.
(If the initial payment is due more than 14 days after the proceeds are
applied, the Company will add interest to that initial payment.) The dollar
amount of each subsequent payment is determined by multiplying the number of
annuity units by the applicable annuity unit value which is determined at
least 14 days before the payment is due.

The value of an annuity unit for each sub-account depends on the Assumed
Interest Rate and on the Net Investment Factors applicable at the time of
valuation. The initial annuity unit values were set at $1.00 effective on or
about the date on which shares of the corresponding Eligible Funds were first
publicly available. The Net Investment Factor and, therefore, changes in the
value of an annuity unit under a variable payment option, reflect the
deduction of the Mortality and Expense Risk Charge and Administration Asset
Charge. (See "Net Investment Factor" above.)

The annuity unit value for each sub-account is equal to the corresponding
annuity unit value for the sub-account previously determined multiplied by the
applicable Net Investment Factor for that sub-account for the New York Stock
Exchange trading day then ended, and further multiplied by the assumed
interest factor ("Assumed Interest Factor") for each day of the valuation
period. The Assumed Interest Factor represents the daily equivalent of the
Contract's annual Assumed Interest Rate. In the calculation of annuity unit
values, the Assumed Interest Factor has the effect of reducing the Net
Investment Factor by an amount equal to the daily equivalent of the Contract's
Assumed Interest Rate. The result of this adjustment is that if the Net
Investment Factor for a valuation period is greater (when expressed as an
annual net investment return) than the Assumed Interest Rate, the annuity unit
value will increase. If the Net Investment Factor for the period is less (when
expressed as an annual net investment return) than the Assumed Interest Rate,
the annuity unit value will decrease. At an Assumed Interest Rate of 3.5%, the
Assumed Interest Factor is .9999058. Assumed Interest Factors for other
Assumed Interest Rates are computed on a consistent basis.

Illustrations of annuity income payments under various hypothetical and
historical rates appear in the tables below. The monthly equivalents of the
hypothetical annual net returns of , 3.50%, %, % and % shown in the tables
at pages II-19 and II-20 are %, %, %, % and %.

II-18
<PAGE>

HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS

The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. The tables illustrate how monthly annuity income
payments would vary over time if the return on assets in the selected
portfolios were a uniform gross annual rate of 0%, %, 6%, 8% or 10%. The
values would be different from those shown if the returns averaged 0%, %,
6%, 8% or 10%, but fluctuated over and under those averages throughout the
years.

The tables reflect the daily charge to the sub-accounts for assuming
mortality and expense risks, which is equivalent to an annual charge of 1.30%
and the daily administrative charge which is equivalent to an annual charge of
0.10%. The amounts shown in the tables also take into account the portfolios'
management fees and operating expenses which are assumed to be at an annual
rate of 0. % of the average daily net assets of the Eligible Funds. Actual
fees and expenses of the portfolios associated with your Contract may be more
or less than 0. %, will vary from year to year, and will depend on how you
allocate your Contract Value. See the section in your current prospectus
entitled "Expense Table" for more complete details. The monthly annuity income
payments illustrated are on a pre-tax basis. The federal income tax treatment
of annuity income considerations is generally described in the section of your
current prospectus entitled "Federal Income Tax Status."

The tables show both the gross rate and the net rate. The difference between
gross and net rates represents the 1.40% for mortality and expense risk and
administrative charge and the assumed 0. % for investment management and
operating expenses. Since these charges are deducted daily from assets, the
difference between the gross and net rate is not exactly %.

Three tables follow. The first table assumes that 100% of the Contract Value
is allocated to a variable annuity income option. The second assumes that 50%
of the Contract Value is placed under a fixed annuity income option, using the
fixed crediting rate the Company offered on the fixed annuity income option at
the date of the illustration with annuitization occurring within the first two
years. The third assumes that 50% of the Contract Value is placed under a
fixed annuity income option, using the fixed crediting rate the Company
offered on the fixed annuity income option at the date of the illustration,
with annuitization occurring after the second year. Both illustrations assume
that the final value of the accumulation account is $100,000 and is applied at
age 65 to purchase a life annuity for a guaranteed period of 10 years certain
and life thereafter.

When part of the Contract Value has been allocated to the fixed annuity
income option, the guaranteed minimum annuity income payment resulting from
this allocation is also shown. The illustrated variable annuity income
payments are determined through the use of standard mortality tables and an
assumed interest rate of 3.5% per year. Thus, actual performance greater than
3.5% per year will result in increasing annuity income payments and actual
performance less than 3.5% per year will result in decreasing annuity income
payments. The Company offers alternative Assumed Interest Rates from which you
may select. Fixed annuity income payments remain constant. Initial monthly
annuity income payments under a fixed annuity income payout are generally
higher than initial payments under a variable income payout option.

These tables show the monthly income payments for several hypothetical
constant assumed interest rates. Of course, actual investment performance will
not be constant and may be volatile. Actual monthly income amounts would
differ from those shown if the actual rate of return averaged the rate shown
over a period of years, but also fluctuated above or below those averages for
individual contract years. Upon request, and when you are considering an
annuity income option, the Company will furnish a comparable illustration
based on your individual circumstances.

II-19
<PAGE>

ANNUITY PAY-OUT ILLUSTRATION
(100% VARIABLE PAYOUT)

<TABLE>
<S> <C> <C> <C>
ANNUITANT: John Doe GROSS AMOUNT OF CONTRACT VALUE: $100,000
SEX: Unisex DATE OF ILLUSTRATION: 1/1/99
ANNUITY OPTION SELECTED: Life Income with 10 Years Certain*
FREQUENCY OF INCOME PAY- Monthly
MENTS:
</TABLE>

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED WITHIN THE FIRST TWO YEARS: For age 65: $

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: For age 65: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

VARIABLE MONTHLY ANNUITY INCOME PAYMENT ON THE DATE OF THE
ILLUSTRATION: $581.00

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- ------------------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
- ------- -------- --- ----- --------- ------------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1998 65 $ 581.00 $ 581.00 $ 581.00 $ 581.00 $ 581.00
2 1999 66 581.00
3 2000 67 581.00
4 2001 68 581.00
5 2002 69 581.00
10 2007 74 581.00
15 2012 79 581.00
20 2017 84 581.00
</TABLE>

IT IS EMPHASIZED THAT THE ASSUMED RATES OF RETURN SHOWN ABOVE ARE ILLUSTRATIVE
ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR FUTURE PERFORMANCE.
ACTUAL PERFORMANCE RESULTS MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL
DEPEND ON A NUMBER OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY
THE CONTRACT OWNER AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED.
THE AMOUNT OF THE INCOME PAYMENT WOULD BE DIFFERENT FROM THAT SHOWN IF THE
ACTUAL PERFORMANCE AVERAGED THE ASSUMED RATES OF RETURN SHOWN ABOVE OVER A
PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR
INDIVIDUAL CONTRACT YEARS. SINCE IT IS HIGHLY LIKELY THAT THE PERFORMANCE WILL
FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME (BASED ON THE VARIABLE ACCOUNT)
WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE MADE BY THE COMPANY OR THE FUNDS
THAT THIS HYPOTHETICAL PERFORMANCE CAN BE ACHIEVED FOR ANY ONE YEAR OR
SUSTAINED OVER ANY PERIOD OF TIME.
- -------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.

** The illustrated Net Assumed Rates of Return reflect the deduction of
average fund expenses and the 1.40% Mortality and Expense Risk and
Administration Asset Charges from the Gross Rates of Return.

II-20
<PAGE>

ANNUITY PAY-OUT ILLUSTRATION, ANNUITIZATION OCCURING WITHIN TWO YEARS
(50% VARIABLE--50% FIXED PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 50% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE, BUT WILL NEVER
BE LESS THAN: $ . THE MONTHLY GUARANTEED PAYMENT OF $ IS BEING PROVIDED BY
THE $50,000 APPLIED UNDER THE FIXED ANNUITY OPTION.

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- ------------------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
- ------- -------- --- ----- --------- ------------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1998 65 $ 607.03 $ 607.03 $ 607.03 $ 607.03 $ 607.03
2 1999 66 607.03
3 2000 67 607.03
4 2001 68 607.03
5 2002 69 607.03
10 2007 74 607.03
15 2012 79 607.03
20 2017 84 607.03
</TABLE>

** The illustrated Net Assumed Rates of Return apply only to the variable
portion of the monthly payment and reflect the deduction of average fund
expenses and the 1.40% Mortality and Expense Risk and Administration Asset
Charges from the Gross Rate of Return.

II-21
<PAGE>

ANNUITY PAY-OUT ILLUSTRATION, ANNUITIZATION OCCURING AFTER TWO YEARS
(50% VARIABLE--50% FIXED PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT FOR AGE 65 BASED ON CURRENT RATES, IF
100% FIXED ANNUITY OPTION SELECTED: $

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 50% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT: 3.5%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE, BUT WILL NEVER
BE LESS THAN: $ . THE MONTHLY GUARANTEED PAYMENT OF $ IS BEING PROVIDED
BY THE $50,000 APPLIED UNDER THE FIXED ANNUITY OPTION.

<TABLE>
<CAPTION>
AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN
WITH AN ASSUMED RATE OF RETURN OF:
-------------------------------------------------
GROSS 0% % 6% 8% 10%
PAYMENT CALENDAR ----- --------- ------------------- --------- ---------
YEAR YEAR AGE NET** % 3.50% % % %
- ------- -------- --- ----- --------- ------------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1998 65 $ 614.00 $ 614.00 $ 614.00 $ 614.00 $ 614.00
2 1999 66 614.00
3 2000 67 614.00
4 2001 68 614.00
5 2002 69 614.00
10 2007 74 614.00
15 2012 79 614.00
20 2017 84 614.00
</TABLE>

II-22
<PAGE>

HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS

The following tables have been prepared to show how variable annuity income
payments under the Contract change with investment performance over an
extended period of time. In comparison with hypothetical illustrations based
on a uniform annual rate of return, the table uses historical annual returns
to illustrate that monthly annuity income payments vary over time based on
fluctuations in annual returns.

The tables reflect the daily charge to the sub-accounts for assuming
mortality and expense risks, which is equivalent to an annual charge of 1.30%
and the daily administrative charge which is equivalent to an annual charge of
0.10%. The amounts shown in the tables also take into account the actual
portfolios' management fees and operating expenses. Actual fees and expenses
of the portfolios associated with your Contract may be more or less than the
historical fees, will vary from year to year, and will depend on how you
allocate your Contract Value. See the section in your current prospectus
entitled "Expense Table" for more complete details. The monthly annuity income
payments illustrated are on a pre-tax basis. The federal income tax treatment
of annuity income considerations is generally described in the section of your
current prospectus entitled "Federal Income Tax Status."

The following tables assume that 100% of the Contract Value is allocated to
a variable annuity income option, that the final value of the accumulation
account is $100,000 and is applied at age 65 to purchase a life annuity for a
guaranteed period of 10 years certain and life thereafter. The table assumes
that the Annuitant was age 65 in 1983, the year of inception for the Bond
Income and Money market portfolios, and that the Annuitant's age has increased
by the time the other portfolios became available. The historical variable
annuity income payments are based on an assumed interest rate of 3.5% per
year. Thus, actual performance greater than 3.5% per year resulted in an
increased annuity income payment and actual performance less than 3.5% per
year resulted in a decreased annuity income payment. We offer alternative
Assumed Interest Rates (AIR) from which you may select: 0% and 5%. An AIR of
0% will result in a lower initial payment than a 3.5% or 5% AIR. Similarly, an
AIR of 5% will result in a higher initial payment than a 0% or 3.5% AIR. The
illustrations are based on the current annuity purchase rates used by the
Company. The rates may differ at the time you annuitize.

The table illustrates the amount of the first monthly payment for each year
shown. During each year, the monthly payments would vary to reflect
fluctuations in the actual rate of return on the portfolios. Upon request, and
when you are considering an annuity income option, we will furnish a
comparable illustration based on your individual circumstances.

II-23
<PAGE>

ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED WITHIN THE FIRST TWO YEARS: FOR AGE 75: $ AND FOR
AGE 76: $

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: FOR AGE 75: $ AND FOR AGE 76:
$ .

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT:
3.50%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:

<TABLE>
<CAPTION>
LOOMIS MORGAN GOLDMAN WESTPEAK
SAYLES STANLEY ALGER SACHS DAVIS GROWTH
PAYMENT CALENDAR SMALL INTERNATIONAL EQUITY MIDCAP VENTURE AND
YEAR YEAR AGE CAP MAGNUM GROWTH VALUE** VALUE INCOME
- ------- -------- --- --------- ------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 1983 65
2 1984 66
3 1985 67
4 1986 68
5 1987 69
6 1988 70
7 1989 71
8 1990 72
9 1991 73
10 1992 74
11 1993 75 $ 747.00 $ 747.00
12 1994 76 $ 765.00 $765.00 $ 765.00 829.70 $ 765.00 826.11
13 1995 77 733.51 778.64 737.36 788.39 732.33 777.60
14 1996 78 900.48 788.12 1,044.66 979.16 971.87 1,011.07
15 1997 79 1,120.95 800.83 1,126.19 1,096.94 1,165.00 1,137.39
16 1998 80 1,333.42 753.08 1,347.99 1,226.15 1,481.77 1,446.38
</TABLE>

INVESTMENT PERFORMANCE RESULTS CONTAINED IN THIS REPORT REPRESENT PAST
PERFORMANCE AND ARE NOT INDICATIVE OF FUTURE RETURNS. THE PERFORMANCE RESULTS
OF A CONTRACT MAY BE MORE OR LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER
OF FACTORS, INCLUDING THE INVESTMENT ALLOCATIONS MADE BY THE CONTRACT OWNER
AND THE VARIOUS RATES OF RETURN OF THE PORTFOLIOS SELECTED, SINCE IT IS HIGHLY
LIKELY THAT PERFORMANCE WILL FLUCTUATE FROM MONTH TO MONTH, MONTHLY INCOME
(BASED ON THE VARIABLE ACCOUNT) WILL ALSO FLUCTUATE. NO REPRESENTATION CAN BE
MADE BY THE COMPANY OR THE FUNDS THAT THESE HISTORICAL RETURNS CAN BE ACHIEVED
FOR ANY ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: MORTALITY AND
EXPENSE RISK CHARGE AND ADMINISTRATION ASSET CHARGE (1.40%), MANAGEMENT FEES
AND OTHER EXPENSES (These may vary from year to year. The following expenses
are for the year ended December 31, 1998, after giving effect to current
expense caps or deferrals: % Loomis Sayles Small Cap, % Morgan Stanley
International Magnum, % Alger Equity Growth, % Goldman Sachs Midcap Value,
% Davis Venture Value, % Westpeak Growth and Income, % Loomis Sayles
Balanced, % Salomon Strategic Bond Opportunities, % Back Bay Bond Income,
% Salomon US Government, % Back Bay Money Market.) Effective May 1, 1998
the Goldman Sachs Midcap Value Series is subject to a voluntary expense
deferral arrangement with an annual expense limit of .90% of net assets.
- -------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.

** Rates of return and Contract Values and benefits shown reflect the Goldman
Sachs Midcap Value Series' investment advisory fee of .70% of average daily
net assets through April 30,1998. Beginning May 1, 1998 the Series'
advisory fee is .75% and is reflected through December 31, 1998.

II-24
<PAGE>

ANNUITY PAY-OUT HISTORICAL ILLUSTRATION
(100% VARIABLE PAYOUT)

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED WITHIN THE FIRST TWO YEARS: FOR AGE 65: $ ; FOR AGE
75: $ AND FOR AGE 76: $ .

FIXED MONTHLY ANNUITY INCOME PAYMENT BASED ON CURRENT RATES, IF 100% FIXED
ANNUITY OPTION SELECTED AFTER TWO YEARS: FOR AGE 65: $ ; FOR AGE 75: $
AND FOR AGE 76: $ .

ILLUSTRATIVE AMOUNTS BELOW ASSUME THAT 100% OF THE CONTRACT VALUE IS ALLOCATED
TO VARIABLE PAYOUT.

ASSUMED INTEREST RATE AT WHICH MONTHLY VARIABLE PAYMENTS REMAIN CONSTANT:
3.50%

MONTHLY INCOME PAYMENTS WILL VARY WITH INVESTMENT PERFORMANCE. NO MINIMUM
DOLLAR AMOUNT IS GUARANTEED.

AMOUNT OF FIRST MONTHLY PAYMENT IN YEAR SHOWN WITH
100% OF THE CONTRACT VALUE INVESTED IN:

<TABLE>
<CAPTION>
SALOMON
LOOMIS STRATEGIC BACK BAY SALOMON BACK BAY
PAYMENT CALENDAR SAYLES BOND BOND U.S. MONEY
YEAR YEAR AGE BALANCED OPPORTUNITIES INCOME GOVERNMENT MARKET
- ------- -------- --- --------- ------------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 1983 65 $ 581.00 $581.00
2 1984 66 593.75 589.11
3 1985 67 636.91 621.40
4 1986 68 720.66 640.96
5 1987 69 788.46 652.22
6 1988 70 768.23 661.97
7 1989 71 793.10 678.04
8 1990 72 848.57 705.82
9 1991 73 873.81 727.52
10 1992 74 982.04 736.22
11 1993 75 1,012.04 727.98
12 1994 76 $ 765.00 $765.00 1,085.82 $765.00 714.19
13 1995 77 758.14 748.30 999.76 763.45 707.50
14 1996 78 901.43 851.15 1,154.49 836.67 712.51
15 1997 79 1,003.91 927.17 1,150.41 823.39 713.52
16 1998 80 1,111.23 981.20 1,215.41 850.93 716.10
</TABLE>

THE PAYMENTS IN THIS ILLUSTRATION ARE NET OF ALL CHARGES: MORTALITY AND
EXPENSE RISK CHARGE AND ADMINISTRATION ASSET CHARGE (1.40%), MANAGEMENT FEES
AND OTHER EXPENSES (These may vary from year to year. The following expenses
are for the year ended December 31, 1998, after giving effect to expense caps
or deferrals: % Loomis Sayles Small Cap, % Morgan Stanley International
Magnum, % Alger Equity Growth, % Goldman Sachs Midcap Value, % Davis
Venture Value, % Westpeak Growth and Income, % Loomis Sayles Balanced, %
Salomon Strategic Bond Opportunities, % Back Bay Bond Income, % Salomon US
Government, % Back Bay Money Market.) Effective May 1, 1998 the Goldman
Sachs Midcap Value Series is subject to a voluntary expense deferral
arrangement with an annual expense limit of .90% of net assets.
- -------
* Income payments are made during the Annuitant's lifetime. If the Annuitant
dies before payments have been made for the 10 Year Certain Period,
payments will be continued for the balance of the Certain Period. The
cumulative amount of income payments received under the annuity depends on
how long the Annuitant lives after the Certain Period. An annuity pools the
mortality experience of Annuitants. Annuitants who die earlier, in effect,
subsidize the payments for those who live longer.

** Rates of return and Contract values and benefits shown reflect the Goldman
Sachs Midcap Value Series' investment advisory fee of .70% of average daily
net assets through April 30, 1998. Beginning May 1, 1998 the Series'
advisory fee is .75% and is reflected through December 31, 1998.

II-25
<PAGE>

THE FIXED ACCOUNT

Unless you request otherwise, a partial surrender will reduce the Contract
Value in the sub-accounts of the Variable Account and the Fixed Account
proportionately. The annual Administration Contract Charge will be deducted
entirely from the Contract Value in the Variable Account, and not from the
Contract Value in the Fixed Account or the Company's general account as the
result of a loan. (However, that charge is limited to the lesser of $30 and 2%
of the total Contract Value, including Contract Value you have allocated to
the Fixed Account and any Contract Value held in the Company's general account
as the result of a loan.) Except as described below, amounts in the Fixed
Account are subject to the same rights and limitations as are amounts in the
Variable Account with respect to transfers, surrenders and partial surrenders.
The following special rules apply to transfers involving the Fixed Account.

The amount of Contract Value which you may transfer from the Fixed Account
is limited to the greater of: 25% of the Contract Value in the Fixed Account
at the end of the first day of the Contract Year, and the amount of Contract
Value that was transferred from the Fixed Account in the previous Contract
Year (amounts transferred under a DCA program are not included), except with
our consent. However these limits do not apply to new deposits to the Fixed
Account for which you elected the dollar cost averaging program within 30 days
from the date of the deposit. In such case, the amount of Contract Value which
you may transfer from the Fixed Account will be the greatest of: a) 25% of the
Contract Value in the Fixed Account at the end of the first day of the
Contract Year; b) the amount of Contract Value that you transferred from the
Fixed Account in the previous Contract Year; or c) the amount of Contract
Value in the Fixed Account to be transferred out of the Fixed Account under
dollar cost averaging elected on new deposits within 30 days from the date of
deposit. We allow one dollar cost averaging program to be active at a time.
Therefore, if you transfer pre-existing assets (corresponding to Contract
Value for which the dollar cost averaging program was not elected within 30
days from the date of each deposit) out of the Fixed Account under the dollar
cost averaging program and would like to transfer up to 100% of new deposits
under the program, then the dollar cost averaging program on the pre-existing
assets will be canceled and a new program will begin with respect to new
deposits. In this case, the pre-existing assets may still be transferred out
of the Fixed Account, however, not under a dollar cost averaging program,
subject to the limitations on transfers generally out of the Fixed Account.
(Also, after you make the transfer, the Contract Value may not be allocated
among more than ten of the sub-accounts and/or the Fixed Account.) We intend
to restrict purchase payments and transfers of Contract Value into the Fixed
Account: (1) if the interest rate which we would credit to the deposit would
be equivalent to an annual effective rate of 3%; or (2) if the total Contract
Value in the Fixed Account exceeds a maximum amount published by us (currently
$500,000). (For Contracts issued in Maryland, we reserve the right to restrict
such purchase payments and transfers if the total Contract Value in the Fixed
Account equals or exceeds $500,000.) In addition, we intend to restrict
transfers of Contract Value into the Fixed Account, and reserve the right to
restrict purchase payments and loan prepayments into the Fixed Account, for
180 days following a transfer or loan-out of the Fixed Account.

If any portion of a Contract loan was attributable to Contract Value in the
Fixed Account, then you must allocate an equal portion of each loan repayment
to the Fixed Account. (For example, if 50% of the loan was attributable to
your Fixed Account Contract Value, then you must allocate 50% of each loan
repayment to the Fixed Account.) Similarly, unless you request otherwise, we
will allocate the balance of the loan repayment to the sub-accounts in the
same proportions in which the loan was attributable to the sub-accounts. See
"Loan Provision for Certain Tax Benefited Retirement Plans." The rate of
interest for each loan repayment applied to the Fixed Account will be the
lesser of: (1) the rate the borrowed money was receiving at the time the loan
was made from the Fixed Account; and (2) the interest rate set by us in
advance for that date. If the loan is being prepaid, however, and prepayments
into the Fixed Account are restricted as described above, the portion of the
loan prepayment that would have been allocated to the Fixed Account will be
allocated to the Zenith Back Bay Advisors Money Market Sub-account instead.

We reserve the right to delay transfers, surrenders, partial surrenders and
Contract loans from the Fixed Account for up to six months.

II-26
<PAGE>

EXPERTS

The financial statements of New England Variable Annuity Separate Account of
New England Life Insurance Company ("NELICO") and the consolidated financial
statements of NELICO and subsidiaries included in this Statement of Additional
Information have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their reports appearing herein (whose reports express unqualified
opinions and, with respect to NELICO, includes an explanatory paragraph
referring to the change in the basis of accounting and the change in corporate
organization), and have been so included in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

Legal matters in connection with the Contracts described in this
registration statement have been passed on by H. James Wilson, General Counsel
of the Company. Sutherland, Asbill & Brennan LLP, Washington, D.C., have acted
as special counsel on certain matters relating to the Federal securities laws.

The SEC requires the Eligible Funds' Board of Trustees to monitor events to
identify conflicts that may arise from the sale of shares to variable life and
variable annuity separate accounts of affiliated and, if applicable,
unaffiliated insurance companies. Conflicts could arise as a result of changes
in state insurance law or Federal income tax law, changes in investment
management of any portfolio of the Eligible Funds, or differences between
voting instructions given by variable life and variable annuity contract
owners, for example. If there is a material conflict, the Boards of Trustees
will have an obligation to determine what action should be taken, including
the removal of the affected sub-account(s) from the Eligible Fund(s), if
necessary. If the Company believes any Eligible Fund action is insufficient,
the Company will consider taking other action to protect Contract Owners.
There could, however, be unavoidable delays or interruptions of operations of
the Variable Account that the Company may be unable to remedy.

II-27
<PAGE>

APPENDIX A

ABC and affiliates Indianapolis Star San Jose Mercury
Atlanta Constitution Institutional Investor Seattle Post-
Atlanta Journal Investment Dealers Intelligencer
Austin American Digest Seattle Times
Statesman Investment Vision Smart Money
Baltimore Sun Investor's Daily St. Louis Post Dispatch
Barron's Journal of Commerce St. Petersburg Times
Bond Buyer Kansas City Star Standard & Poor's
Boston Business Journal LA Times Outlook
Boston Globe Leckey, Andrew Standard & Poor's Stock
Boston Herald (syndicated column) Guide
Broker World Life Association News Stanger's Investment
Business Radio Network Miami Herald Advisor
Business Week Milwaukee Sentinel Stockbroker's Register
CBS and affiliates Money Strategic Insight
CFO Money Maker Tampa Tribune
Changing Times Money Management Letter Time
Chicago Sun Times Morningstar Tobias, Andrew
Chicago Tribune National Public Radio (syndicated column)
Christian Science National Underwriter UPI
Monitor NBC and affiliates US News and World Report
Christian Science New England Business USA Today
Monitor News Service New England Cable News Value Line
Cincinnati Enquirer New Orleans Times- Wall St. Journal
Cincinnati Post Picayune Wall Street Letter
CNBC New York Daily News Wall Street Week
CNN New York Times Washington Post
Columbus Dispatch Newark Star Ledger WBZ
Dallas Morning News Newsday WBZ-TV
Dallas Times-Herald Newsweek WCVB-TV
Denver Post Nightly Business Report WEEI
Des Moines Register Orange County Register WHDH
Detroit Free Press Orlando Sentinel Worcester Telegram
Donoghues Money Fund Pension World Worth Magazine
Report Pensions and Investments WRKO
Dorfman, Dan (syndicated Personal Investor
column) Philadelphia Inquirer
Dow Jones News Service Porter, Sylvia
Economist (syndicated column)
FACS of the Week Portland Oregonian
Financial News Network Public Broadcasting
Financial Planning Service
Financial Services Week Quinn, Jane Bryant
Financial World (syndicated column)
Forbes Registered
Fort Worth Star-Telegram Representative
Fortune Research Magazine
Fox Network and Resource
affiliates Reuters
Fund Action Rukeyser's Business
Hartford Courant (syndicated column)
Houston Chronicle Sacramento Bee
INC San Francisco Chronicle
San Francisco Examiner

II-28
<PAGE>

AMERICAN GROWTH SERIES

Individual Variable Annuity Contracts
Issued By

New England Variable Annuity Separate Account of
New England Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02116
(617) 578-2000

Loomis Sayles Small Cap Series Loomis Sayles Balanced Series
Morgan Stanley International Magnum Salomon Brothers Strategic Bond
Equity Series Opportunities Series
Alger Equity Growth Series Back Bay Advisors Bond Income Series
Goldman Sachs Midcap Value Series Salomon Brothers U.S. Government
Davis Venture Value Series Series
Westpeak Growth and Income Series Back Bay Advisors Money Market Series

MFS Investors Series

MFS Research Manager Series

In most states you may also allocate purchase payments to a Fixed Account.
Limits apply to transfers to and from the Fixed Account.

Please read this prospectus carefully and keep it for reference. This
prospectus contains information that you should know before investing.

You can obtain a Statement of Additional Information ("SAI") about the
Contracts, dated April 30, 1999. The SAI is filed with the Securities and
Exchange Commission and is incorporated by reference in this prospectus. The
SAI Table of Contents is on page A-50 of the prospectus. For a free copy of
the SAI, write or call New England Securities Corporation, 399 Boylston St.,
Boston, Massachusetts 02116, 1-800-356-5015.

The Securities and Exchange Commission has not approved these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.

April 30, 1999

THE PROSPECTUS FOR THE ELIGIBLE FUNDS IS ATTACHED. PLEASE READ AND KEEP IT
FOR REFERENCE.

A-1
<PAGE>

TABLE OF CONTENTS
OF
THE PROSPECTUS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS......................... A-4
HIGHLIGHTS................................................................ A-5
EXPENSE TABLE............................................................. A-7
ACCUMULATION UNIT VALUES.................................................. A-10
HOW THE CONTRACT WORKS.................................................... A-12
THE COMPANY............................................................... A-13
THE VARIABLE ACCOUNT...................................................... A-13
INVESTMENTS OF THE VARIABLE ACCOUNT....................................... A-13
Investment Advice........................................................ A-14
Substitution of Investments.............................................. A-16
GUARANTEED OPTION......................................................... A-16
THE CONTRACTS............................................................. A-16
Purchase Payments........................................................ A-16
Allocation of Purchase Payments.......................................... A-17
Contract Value and Accumulation Unit Value............................... A-17
Ten Day Right to Review.................................................. A-17
Payment on Death Prior to Annuitization.................................. A-17
Transfer Privilege....................................................... A-20
Dollar Cost Averaging.................................................... A-21
Surrenders............................................................... A-21
Systematic Withdrawals................................................... A-22
Loan Provision for Certain Tax Benefited Retirement Plans................ A-23
Disability Benefit Rider................................................. A-25
Suspension of Payments................................................... A-25
Ownership Rights......................................................... A-25
Requests and Elections................................................... A-26
ADMINISTRATION CHARGES, CONTINGENT DEFERRED SALES CHARGE AND OTHER DEDUC-
TIONS.................................................................... A-27
Administration Contract Charges.......................................... A-27
Administration Asset Charge.............................................. A-27
Mortality and Expense Risk Charge........................................ A-27
Contingent Deferred Sales Charge......................................... A-28
Premium Tax Charge....................................................... A-30
Other Expenses........................................................... A-31
ANNUITY PAYMENTS.......................................................... A-31
Election of Annuity...................................................... A-31
Annuity Options.......................................................... A-31
Amount of Variable Annuity Payments...................................... A-33
RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS............................ A-33
FEDERAL INCOME TAX STATUS................................................. A-34
Introduction............................................................. A-34
Taxation of the Company.................................................. A-34
Tax Status of the Contract............................................... A-34
Taxation of Annuities.................................................... A-35
Qualified Contracts...................................................... A-37
Withholding.............................................................. A-41
Possible Changes in Taxation............................................. A-41
Other Tax Consequences................................................... A-41
General.................................................................. A-41
</TABLE>

A-2
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VOTING RIGHTS.............................................................. A-41
DISTRIBUTION OF CONTRACTS.................................................. A-42
THE FIXED ACCOUNT.......................................................... A-42
Contract Value and Fixed Account Transactions............................. A-43
Year 2000 Compliance Issues............................................... A-43
INVESTMENT PERFORMANCE INFORMATION......................................... A-43
FINANCIAL STATEMENTS....................................................... A-44
APPENDIX A: Consumer Tips.................................................. A-45
APPENDIX B: Contingent Deferred Sales Charge............................... A-46
APPENDIX C: Premium Tax.................................................... A-47
APPENDIX D: Exchanged Contracts............................................ A-48
</TABLE>

A-3
<PAGE>

GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS

ACCOUNT. A sub-account of the Variable Account or the Fixed Account.

ACCUMULATION UNIT. An accounting device used to calculate the Contract Value
before annuitization.

ANNUITANT. The person on whose life the Contract is issued.

ANNUITIZATION. Application of proceeds under the Contract to an annuity
option on the Maturity Date or upon an earlier surrender of the Contract.

ANNUITY UNIT. An accounting device used to calculate the dollar amount of
annuity payments.

CONTRACT YEAR. A twelve month period beginning with the date shown on your
Contract and with each Contract anniversary thereafter.

FIXED ACCOUNT. A part of the Company's general account to which you can
allocate net purchase payments under most Contracts. The Fixed Account
provides guarantees of principal and interest.

VARIABLE ANNUITY. An annuity providing for income payments varying in amount
to reflect the investment experience of a separate investment account.

A-4
<PAGE>

HIGHLIGHTS

TAX DEFERRED VARIABLE ANNUITIES:

Earnings under variable annuities are usually not taxed until paid out. This
tax treatment is intended to encourage you to save for retirement.

THE CONTRACTS:

PURCHASE PAYMENTS:

OWNERSHIP:

For contract transactions, we rely on instructions from Contract Owners,
whether a trustee or custodian of an eligible retirement plan or an individual
owner.

INVESTMENT OPTIONS:

CHARGES:

We apply the following charges to your Contract:

. premium tax charge, in some states

. mortality and expense risk charge equal to an annual rate of 1.25% of the
Variable Account's daily net assets

. administration asset charge equal to an annual rate of .10% of the
Variable Account's daily net assets

A-5
<PAGE>

. annual contract administration charge equal to the lesser of $30 and 2%
of contract value

. a contingent deferred sales charge equal to a maximum of 7% of each
purchase payment made, on certain full and partial surrenders and certain
annuitization transactions.

Certain waivers or reductions may apply. (See "Administration Charges,
Contingent Deferred Sales Charge and Other Deductions.")

We do not deduct a sales charge from purchase payments.

TEN DAY RIGHT TO REVIEW:

PAYMENT ON DEATH:

If a Contract Owner (or the Annuitant, if the Contract is not owned by an
individual) dies before annuitization, the Beneficiary receives a death
benefit. The Contract has a minimum guaranteed death benefit equal to your
purchase payments, adjusted for any previous surrenders. However, seven years
after the issue date, and at each seven year interval until the Contract
Owner's 76th birthday, the minimum guaranteed death benefit is recalculated to
determine whether a higher (but never a lower) guarantee will apply. (Under a
jointly owned contract, this recalculation is made until the 71st birthday of
the older Contract Owner.) Purchase payments immediately increase, and partial
surrenders immediately decrease, your minimum guaranteed death benefit.

SURRENDERS:

In any Contract Year, an amount may be surrendered without a Contingent
Deferred Sales Charge (the "free withdrawal amount"). The free withdrawal
amount is the greater of (1) 10% of Contract Value at the beginning of the
Contract Year or (2) the excess of Contract Value over purchase payments
subject to the Contingent Deferred Sales Charge on the date of the surrender.
(See "Surrenders" and "Contingent Deferred Sales Charge.")

A-6
<PAGE>

EXPENSE TABLE

<TABLE>
<S> <C>
CONTRACT OWNER TRANSACTION EXPENSES(1)
Sales Charge Imposed on Purchase Payments (as a percentage of pur-
chase payments)..................................................... 0%
Maximum Contingent Deferred Sales Charge(2) (as a percentage of each
purchase payment)................................................... 7%
Transfer Fee(3)...................................................... $ 0
ANNUAL CONTRACT FEE
Administration Contract Charge (per Contract)(4)..................... $30
SEPARATE ACCOUNT ANNUAL EXPENSES(5)
(as a percentage of average net assets)
Mortality and Expense Risk Charge.................................... 1.25%
Administration Asset Charge.......................................... .10%
-----
Total Separate Account Annual Expenses........................... 1.35%
</TABLE>

NEW ENGLAND ZENITH FUND

OPERATING EXPENSES FOR THE YEAR ENDED 12/31/98
(AS A PERCENTAGE OF AVERAGE NET ASSETS AFTER CURRENT EXPENSE CAP OR EXPENSE
DEFERRAL)(6)

- --------

** MFS Investor Series and MFS Research Manager Series each bases its
estimated annual operating expenses on the management fee approved by the
Zenith Fund Board of Trustees on March , 1999.

A-7
<PAGE>

A-8
<PAGE>

- --------
NOTES:

(1) Premium tax charges are not shown. They range from 0% (in most states) to
3.5% of Contract Value (or if applicable, purchase payments).

(3) We reserve the right to limit the number and amount of transfers and
impose a transfer fee.

(4) This charge is not imposed after annuitization.

(5) These charges are not imposed on the Fixed Account.

(6) Total Series Operating Expenses are based on the amount of such expenses
applied against assets at December 31, 1998, after giving effect to the
applicable voluntary expense cap or expense deferral. For the Loomis
Sayles Small Cap Series, Total Series Operating Expenses take into account
a voluntary cap on expenses by TNE Advisers, Inc. ("TNE Advisers"), the
Series investment adviser, which will bear all expenses that exceed 1.00%
of average daily net assets. Absent this cap or any other expense
reimbursement arrangement, Total Series Operating Expenses for the Loomis
Sayles Small Cap Series for the year ended December 31, 1998 would have
been %. Total Series Operating Expenses for the Goldman Sachs Midcap
Value (formerly Loomis Sayles Avanti Growth), Westpeak Growth and Income,
Back Bay Advisors Bond Income and Back Bay Advisors Money Market Series
are after giving effect to a voluntary expense cap. For each of these
Series, TNE Advisers bears those expenses (other than the management fee)
that exceed 0.15% of average daily net assets. Without this cap or any
other expense reimbursement arrangement, Total Series Operating Expenses
for the Goldman Sachs Midcap Value (formerly Loomis Sayles Avanti Growth)
for the year ended December 31, 1998 would have been . %. For the eight
other Series shown, the Total Series Operating Expenses are after giving
effect to a voluntary expense deferral. As of May 1, 1998 the Goldman
Sachs Midcap Value is subject to the voluntary expense deferral described
below for the eight other Series shown with an annual expense limit of
.90% of net assets. Under the deferral, expenses which exceed a certain
limit are paid by TNE Advisers in the year they are incurred and
transferred to the Series in a future year when actual expenses of the
Series are below the limit. The limit on expenses for each of these Series
is: 1.30% of average daily net assets for the Morgan Stanley International
Magnum Equity Series; .90% of average daily net assets for the Alger
Equity Growth and Davis Venture Value Series; .85% of average daily net
assets for the Loomis Sayles Balanced and Salomon Brothers Strategic Bond
Opportunities Series; and .70% of average daily net assets for the Salomon
Brothers U.S. Government Series; % of average daily net assets for the
MFS Investors Series; and % of daily net assets for the MFS Research
Manager Series. Absent the expense deferral, Total Series Operating
Expenses for these Series for the year ended December 31, 1997 would have
been: % for Morgan Stanley International Magnum Equity Series; % for
Davis Venture Value Series; % for Loomis Sayles Balanced Series; % for
Salomon Brothers Strategic Bond Opportunities Series and % for Salomon
Brothers U.S. Government Series; % for MFS Investor Series; and % for
MFS Research Manager Series. The expense cap and deferral arrangements are
voluntary and may be terminated at any time. See the attached prospectus
of the New England Zenith Fund for more complete information.

(7) In these examples, the average Administration Contract Charge of % has
been used. (See (4), above.)

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

A-9
<PAGE>

ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
CONDENSED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION UNITS
UNIT VALUE AT ACCUMULATION OUTSTANDING AT
BEGINNING OF UNIT VALUE AT END OF PERIOD
PERIOD END OF PERIOD (IN THOUSANDS)
------------- ------------- --------------
<S> <C> <C> <C>
Small Cap Sub-account
04/19/95* to 12/31/95............. 1.010468 1.219226 2,427
01/01/96 to 12/31/96.............. 1.219226 1.571807 9,083
01/01/97 to 12/31/97.............. 1.571807 1.936137 26,450
01/01/98 to 12/31/98..............
International Magnum Equity Sub-ac-
count
04/19/95* to 12/31/95............. 1.034539 1.073005 2,973
01/01/96 to 12/31/96.............. 1.073005 1.129151 12,898
01/01/97 to 12/31/97.............. 1.129151 1.099535 22,065
01/01/98 to 12/31/98..............
Equity Growth Sub-account
04/19/95* to 12/31/95............. 1.091430 1.402375 3,908
01/01/96 to 12/31/96.............. 1.402375 1.565675 18,547
01/01/97 to 12/31/97.............. 1.565675 1.940577 32,284
01/01/98 to 12/31/98..............
Midcap Value Sub-account
04/19/95* to 12/31/95............. 1.201698 1.438865 2,010
01/01/96 to 12/31/96.............. 1.438865 1.669358 9,083
01/01/97 to 12/31/97.............. 1.669358 1.932280 15,872
01/01/98 to 05/01/98..............
05/02/98 to 12/31/98..............
Venture Value Sub-account
04/19/95* to 12/31/95............. 1.071598 1.323183 3,798
01/01/96 to 12/31/96.............. 1.323183 1.642613 17,783
01/01/97 to 12/31/97.............. 1.642613 2.163463 39,083
01/01/98 to 12/31/98..............
Growth and Income Sub-account
04/19/95* to 12/31/95............. 1.193057 1.485762 2,885
01/01/96 to 12/31/96.............. 1.485762 1.730922 9,527
01/01/97 to 12/31/97.............. 1.730922 2.279329 18,638
01/01/98 to 12/31/98..............
Balanced Sub-account
04/19/95* to 12/31/95............. 1.073645 1.227281 3,848
01/01/96 to 12/31/96.............. 1.227281 1.415482 17,356
01/01/97 to 12/31/97.............. 1.415482 1.622453 33,627
01/01/98 to 12/31/98..............
Strategic Bond Opportunities Sub-
account
04/19/95* to 12/31/95............. 1.031165 1.158823 1,975
01/01/96 to 12/31/96.............. 1.158823 1.307292 11,146
01/01/97 to 12/31/97.............. 1.307292 1.432601 23,303
01/01/98 to 12/31/98..............
</TABLE>
- --------
*Date on which the sub-account first became available.

A-10
<PAGE>

<TABLE>
<CAPTION>
NUMBER OF
ACCUMULATION
ACCUMULATION UNITS
UNIT VALUE AT ACCUMULATION OUTSTANDING AT
BEGINNING OF UNIT VALUE AT END OF PERIOD
PERIOD END OF PERIOD (IN THOUSANDS)
------------- ------------- --------------
<S> <C> <C> <C>
Bond Income Sub-account
04/19/95* to 12/31/95............... 2.700549 3.037039 1,299
01/01/96 to 12/31/96................ 3.037039 3.134109 4,588
01/01/97 to 12/31/97................ 3.134109 3.428788 7,595
01/01/98 to 12/31/98................
U.S. Government Sub-account
04/19/95* to 12/31/95............... 1.046872 1.139109 2,122
01/01/96 to 12/31/96................ 1.139109 1.160957 5,512
01/01/97 to 12/31/97................ 1.160957 1.242399 8,346
01/01/98 to 12/31/98................
Money Market Sub-account
04/19/95* to 12/31/95............... 1.834830 1.889065 2,759
01/01/96 to 12/31/96................ 1.889065 1.959126 9,258
01/01/97 to 12/31/97................ 1.959126 2.036045 8,797
01/01/98 to 12/31/98................
</TABLE>
- --------
*Date on which the sub-account first became available.

A-11
<PAGE>

HOW THE CONTRACT WORKS
<TABLE>
<CAPTION>

PURCHASE PAYMENT CONTRACT VALUE DAILY DEDUCTION FROM
VARIABLE ACCOUNT
<S> <C> <C>
. You can make a . You allocate . We deduct a
one-time payments to your mortality and
investment or choice, within expense risk
establish an limits, of charge of 1.25%
ongoing Eligible Funds on an annualized
investment and/or the Fixed basis from the
program, subject Account. Contract Value
to the Company's . The Contract daily.
minimum and Value reflects . We deduct an
maximum purchase purchase Administration
payment payments, Asset Charge of
guidelines. investment 0.10% on an
experience, annualized basis
ADDITIONAL PAYMENTS interest credited from the Contract
on Fixed Account Value daily.
. Generally may be allocations, . Investment
made at any time, partial advisory fees and
(subject to surrenders, loans operating
Company limits), and Contract expenses are
but no purchase charges. deducted from the
payments allowed: . The Contract Eligible Fund
(1) during the Value invested in assets daily.
seven years the Eligible
immediately Funds is not ANNUAL CONTRACT FEE
preceding the guaranteed.
Maturity Date . Earnings in the . We deduct a $30
(except under contract are free Administration
Contracts issued of any current Contract Charge
in Pennsylvania income taxes (see from the Contract
or New York); or page A-40). Value in the
(2) after a . You may change Variable Account
Contract Owner the allocation of on each
(or the future payments, anniversary while
Annuitant, if not within limits, at the Contract is
owned in an any time. in-force, other
individual . Prior to than under a
capacity) reaches annuitization, Payment Option.
age 86. you may transfer (May be waived
. Minimum $250 with Contract Value for certain large
certain among accounts, Contracts.) We
exceptions (see currently free of deduct a pro rata
page A-17). charge. (Special portion on full
limits apply to surrender and at
LOANS the Fixed Account annuitization.
. Loans are and to situations
available to that involve SURRENDER CHARGE
participants of "market timing.")
certain tax . Contract Value . Consists of
qualified pension may not be Contingent
plans (see page allocated among Deferred Sales
A-25). more than ten Charge based on
Accounts purchase payments
SURRENDERS (including the made (see pages
Fixed Account) at A-30 to A-32).
. Up to the greater any time.
of: 10% of the
Contract Value at PREMIUM TAX CHARGE
the beginning of RETIREMENT BENEFITS
the Contract . Where applicable,
Year; and the . Lifetime income we deduct a
excess of the options. premium tax
Contract Value charge from the
over purchase . Fixed and/or Contract Value
payments that are variable payout when annuity
subject to the options. benefits commence
Contingent (and, in certain
Deferred Sales . Retirement states, at the
Charge on the benefits may be earliest of: full
date of taxable. or partial
surrender, can be surrender;
withdrawn each . Premium tax annuitization; or
year without charge may apply. payment of the
incurring a Death Proceeds
Contingent due to the death
Deferred Sales of a Contract
Charge, subject Owner or, if
to any applicable applicable, of
tax law the Annuitant).
restrictions.
. Surrenders may be ADDITIONAL BENEFITS
taxable.
. Prior to age 59 . You pay no taxes
1/2 a 10% penalty on your
tax may apply. (A investment as
25% penalty tax long as it
may apply upon remains in the
surrender from a Contract.
SIMPLE IRA within . You may surrender
the first two the Contract at
years.) any time for its
. Premium tax Contract Value,
charge may apply. less any
applicable
DEATH PROCEEDS Contingent
Deferred Sales
. Guaranteed not to Charge, subject
be less than your to any applicable
total purchase tax law
payments adjusted restrictions.
for any prior . We may waive the
surrenders or Contingent
outstanding loans Deferred Sales
(and, where Charge on
applicable, net evidence of
of premium tax terminal illness,
charges). confinement to a
. Death proceeds nursing home, or
may be taxable. permanent and
. Premium tax total disability,
charge may apply. if this benefit
is available in
your state.
</TABLE>

A-12
<PAGE>

THE COMPANY

THE VARIABLE ACCOUNT

INVESTMENTS OF THE VARIABLE ACCOUNT

We will allocate your purchase payments to the subaccounts investing in one
or more of the Eligible Funds you chose, which we list below. No sales charge
will apply at the time you make your payment. You may change your selection of
Eligible Funds for future purchase payments at any time free of charge. (See
"Requests and Elections.") You can transfer to or from any Eligible Fund,
subject to certain conditions. (See "Transfer Privilege.") You may allocate
your Contract Value among no more than 10 Accounts (including the Fixed
Account) at any one time. The Company reserves the right to add or remove
Eligible Funds from time to time. See "Substitution of Investments."

A-13
<PAGE>

LOOMIS SAYLES SMALL CAP SERIES

MORGAN STANLEY INTERNATIONAL MAGNUM EQUITY SERIES (FORMERLY DRAYCOTT
INTERNATIONAL EQUITY SERIES)

ALGER EQUITY GROWTH SERIES

GOLDMAN SACHS MIDCAP VALUE SERIES (FORMERLY LOOMIS SAYLES AVANTI GROWTH
SERIES)

DAVIS VENTURE VALUE SERIES (FORMERLY VENTURE VALUE SERIES)

WESTPEAK GROWTH AND INCOME SERIES (FORMERLY WESTPEAK VALUE GROWTH SERIES)

LOOMIS SAYLES BALANCED SERIES

SALOMON BROTHERS STRATEGIC BOND OPPORTUNITIES SERIES

A-14
<PAGE>

BACK BAY ADVISORS BOND INCOME SERIES

The Back Bay Advisors Bond Income Series seeks to provide a high level of
current income consistent with protection of capital.

SALOMON BROTHERS U.S. GOVERNMENT SERIES

BACK BAY ADVISORS MONEY MARKET SERIES

MFS INVESTOR SERIES

The MFS Investor Series seeks to provide reasonable current income and long-
term growth of capital and income.

MFS RESEARCH MANAGER SERIES

The MFS Research Manager Series seeks to provide long-term growth of capital
and future income.

INVESTMENT ADVICE

TNE Advisers, Inc., an indirect subsidiary of the Company, serves as
investment adviser for the Eligible Funds. Each of the Eligible Funds also has
a subadviser.

<TABLE>
<CAPTION>
SERIES SUB-ADVISER
- ------ -----------
<S> <C>
Back Bay Advisors Bond Income
Series............................. Back Bay Advisors, L.P.*
Back Bay Advisors Money Market
Series............................. Back Bay Advisors, L.P.*
Westpeak Growth and Income Series... Westpeak Investment Advisors, L.P.*
Loomis Sayles Small Cap Series...... Loomis Sayles & Company, L.P.*
Loomis Sayles Balanced Series....... Loomis Sayles & Company, L.P.*
Morgan Stanley International Magnum
Equity Series...................... Morgan Stanley Dean Witter Investment Inc.
Alger Equity Growth Series.......... Fred Alger Management, Inc.
Goldman Sachs Midcap Value Series... Goldman Sachs Asset Management**
Davis Venture Value Series.......... Davis Selected Advisers, L.P.***
Salomon Brothers U.S. Government
Series............................. Salomon Brothers Asset Management Inc.
Salomon Brothers Strategic Bond
Opportunities****.................. Salomon Brothers Asset Management Inc.
MFS Investor Series................. Massachusetts Financial Services Company
MFS Research Manager Series......... Massachusetts Financial Services Company
</TABLE>
- --------

* An affiliate of New England Life Insurance Company.

** The Goldman Sachs Midcap Value Series' subadviser was Loomis Sayles &
Company, L.P., until May 1, 1998 when Goldman Sachs Asset Management
became the subadviser.

A-15
<PAGE>

*** Davis Selected Advisers may delegate any of its responsibilities to Davis
Selected Advisers--NY, Inc., a wholly owned subsidiary of Davis Selected.

Each of the Eligible Funds is a Series of the New England Zenith Fund (the
"Zenith Fund"). The attached Zenith Fund prospectus contains more complete
information on each Series. You should read that prospectus carefully before
investing. The Zenith Fund's Statement of Additional Information also contains
more information on each Series. You may obtain the Statement of Additional
Information free of charge by writing to New England Securities, 399 Boylston
St., Boston, Massachusetts, 02116 or telephoning 1-800-356-5015 or by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

SUBSTITUTION OF INVESTMENTS

If investment in the Eligible Funds or a particular Series is no longer
possible or in the judgment of the Company becomes inappropriate for the
purposes of the Contract, the Company may substitute another Eligible Fund or
Funds without your consent. Substitution may be made with respect to both
existing investments and the investment of future purchase payments. However,
we will not make such substitution will be made without any necessary approval
of the Securities and Exchange Commission.

GUARANTEED OPTION

THE CONTRACTS

PURCHASE PAYMENTS

Currently, the minimum initial purchase payment is $5,000, and the minimum
subsequent purchase payment is $250; however, the following exceptions may
apply.

. For all other Contracts, we will accept monthly purchase payments as low
as $100 per month if they are made through MSA. If you would like to
exchange a New England Variable Fund I ("Fund I"), New England Retirement
Investment Account ("Preference") or New England Variable Account
("Zenith Accumulator") contract for a Contract, we may waive the minimum
initial and subsequent purchase payment amounts to correspond with the
old contract. (For more information on exchanges, see Appendix D.)

A-16
<PAGE>

all other contracts you may own with us, to exceed $5,000,000. We may limit
purchase payments under a flexible purchase payment contract to three times
the amount shown in the application for any given Contract year.

TEN DAY RIGHT TO REVIEW

ALLOCATION OF PURCHASE PAYMENTS

You may allocate your purchase payments to the fixed account and to the
Eligible Funds, up to a maximum of ten Accounts (including the Fixed Account).
We convert, allocated to the Eligible Funds, to a unit of interest known as an
Accumulation Unit. The number of Accumulation Units credited to the Contract
is determined by dividing the purchase payment by the Accumulation Unit Value
for the selected sub-accounts at the end of the valuation day we receive your
purchase payment at our Home Office.

CONTRACT VALUE AND ACCUMULATION UNIT VALUE

The Accumulation Unit Value of each sub-account was initially set at $1.00.
We determine the Accumulation Unit Value is determined by multiplying the most
recent Accumulation Unit Value by the net investment factor for that day. The
net investment factor for any sub-account reflects the change in net asset
value per share of the corresponding Eligible Fund as of the close of regular
trading on the New York Stock Exchange from the net asset value most recently
determined, the amount of dividends or other distributions made by that
Eligible Fund since the last determination of net asset value per share, and
daily deductions for the Mortality and Expense Risk Charge and Administration
Asset Charge, equal, on an annual basis, to 1.35% of the average daily net
asset value of the sub-account. The net investment factor may be greater or
less than one. We describe the formula for determining the net investment
factor under the caption "Net Investment Factor" in the Statement of
Additional Information.

If you select the Fixed Account option, the total Contract Value includes
the amount of Contract Value held in the Fixed Account. (See "The Fixed
Account.") If you have a loan under your Contract, the Contract Value also
includes the amount of Contract Value transferred to our general account (but
outside of the Fixed Account) due to the loan and any interest credited on
that amount. We will credit interest earned on the amount held in the general
account due to the loan at least annually to the sub-accounts you selected on
the application. (See "Loan Provision for Certain Tax Benefited Retirement
Plans.")

PAYMENT ON DEATH PRIOR TO ANNUITIZATION

A-17
<PAGE>

owners; or (3) the Annuitant, if your Contract is not owned in an individual
capacity. (If there is no named Beneficiary under a Joint Contract, the Death
Proceeds will be paid to the surviving Contract Owner.)

The Contract's Death Proceeds at any time will be the greater of:

(1) the current Contract Value (next determined after we receive due
proof of death or if later an election to continue the Contract or to
receive payment(s)) and;

(2) the minimum guaranteed death benefit.

During the first seven years of your Contract the minimum guaranteed death
benefit is equal to your purchase payments adjusted for any partial
surrenders. Partial surrenders will decrease the minimum guarantee death
benefit by the percentage of Contract Value withdrawn. On the seventh
anniversary of your Contract and on each seven year anniversary thereafter,
until your 76th birthday or 71st birthday of the oldest joint owner, the
minimum guaranteed death benefit is equal to the larger of:

(1) the minimum guaranteed death benefit that applied to your Contract
prior to the recalculation;

(2) the Contract Value on the date of recalculation.

The new minimum guaranteed death benefit (plus any subsequent purchase
payments, and adjusted for any subsequent surrenders), applies to your
Contract until the next recalculation (seventh anniversary) date, or until you
make a purchase payment or surrender.

Assume that we issue a Contract with a $10,000 purchase payment on
5/1/98. No further purchase payments are made and during the first
seven Contract Years, no partial surrenders are made. During the
first seven Contract Years, the minimum guaranteed death benefit is
$10,000. Assume that on the Contract Anniversary on 5/1/05, the
Contract Value is $25,000. The minimum guaranteed death benefit is
reset on that date to $25,000.

EXAMPLE:

Assume that the Contract Value increases to $27,000 by 1/1/06, and
that you request a partial surrender of 20% of your Contract Value,
or $5,400, on that date. The minimum guaranteed death benefit
immediately following the partial surrender is $20,000 [$25,000-
.20($25,000)].

Assume that on 6/15/06 the Contract Value has decreased to $18,000.
The minimum guaranteed death benefit remains at $20,000 and the
Death Proceeds payable on 6/15/06 is $20,000.

A-18
<PAGE>

BENEFICIARY DOES NOT MAKE AN ELECTION WITHIN 90 DAYS AFTER WE RECEIVE DUE
PROOF OF DEATH, AND THE BENEFICIARY IS ELIGIBLE FOR EITHER THE BENEFICIARY
CONTINUATION OR THE SPOUSAL CONTINUATION PROVISION, WE WILL CONTINUE THE
CONTRACT UNDER THE APPLICABLE PROVISION.

--BENEFICIARY CONTINUATION

--SPECIAL OPTIONS FOR SPOUSES

(1) to receive the Death Proceeds either in one sum or under a permitted
payment option;

(2) to continue the Contract under the Beneficiary Continuation
provision; or

(3) to continue the Contract under the Spousal Continuation provision
with the surviving spouse as the Contract Owner (or, if applicable, the
Annuitant).

A-19
<PAGE>

prior to the death will continue to apply, regardless of whether or not the
Contract is qualified for tax benefited treatment under the Code, except that:

b. The Maturity Date will be reset, if necessary, based on the age of the
surviving spouse.

We will not permit Spousal Continuation if:

(1) the reset Maturity Date is greater than our permitted maximum;

(2) at the time of your death, your surviving spouse is older than the
maximum maturity age allowed under state law; or

(3) at the original Maturity Date, your surviving spouse would be older
than the maximum maturity age allowed under state law.

Most states have a maximum maturity age of 95 except New York and
Pennsylvania which have a maximum maturity age of 85.

TRANSFER PRIVILEGE

A-20
<PAGE>

We will notify you, in advance, if we change the above transfer provisions.

See "Requests and Elections" for information regarding transfers made by
written request and by telephone.

You may distribute your Contract Value among no more than 10 Accounts
(including the Fixed Account) at any time. We will not process transfer
requests not complying with this rule.

DOLLAR COST AVERAGING

SURRENDERS

. any applicable Contingent Deferred Sales Charge;

. a pro rata portion of the Administration Contract Charge (on a full
surrender only);

. a premium tax charge (in certain states only); and

. any outstanding loan plus accrued interest (on a full surrender only).

A-21
<PAGE>

Restrictions. Federal tax laws, laws relating to employee benefit plans, or
the terms of benefit plans for which the Contracts may be purchased may
restrict your right to surrender the Contract.

Because a surrender may result in adverse tax consequences, you should
consult a qualified tax advisor before making the surrender. (See "Federal
Income Tax Status--Qualified Contracts.")

How to surrender.

. You must submit a request to our Home Office. (See "Requests and
Elections.")

. You must state in your request whether you would like to apply the
proceeds to a payment option (otherwise you will receive the proceeds in
a lump sum and may be taxed on them).

. We have to receive your surrender request in our Home Office prior to the
Maturity Date or Contract Owner's death.

We will normally pay surrender proceeds within seven days after receipt of a
request at the Home Office, but we may delay payment, by law, under certain
circumstances. (See "Suspension of Payments.")

SYSTEMATIC WITHDRAWALS

Under the Systematic Withdrawal feature you may withdraw a portion of your
Contract Value automatically on a monthly basis prior to annuitization. Each
month either a fixed dollar amount (which you can change periodically) or the
investment gain in the Contract may be withdrawn. If you elect to withdraw the
investment gain only, we will not permit loans. Conversely, if you have a
loan, you will not be able to elect the investment gain only option under the
Systematic Withdrawal feature. Currently a withdrawal must be a minimum of
$100. If you choose to have the investment gain withdrawn and it is less than
$100 for a month, no withdrawal will be made that month. We reserve the right
to change the required minimum monthly withdrawal amount. If the New York
Stock Exchange is closed on the day when the withdrawal is to be made, we will
process the withdrawal on the next business day. The Contingent Deferred Sales
Charge will apply to amounts we receive under the Systematic Withdrawal
program in the same manner as it applies to other partial surrenders and
surrenders of Contract Value. (See "Contingent Deferred Sales Charge.")

A-22
<PAGE>

LOAN PROVISION FOR CERTAIN TAX BENEFITED RETIREMENT PLANS

Under current practice, if a Contract loan installment repayment is not
made, we may (unless restricted by law) make a full or partial surrender of
the Contract in the amount of the unpaid installment repayment on the Contract
loan. If there is a default on the Contract loan, we may make a full or
partial surrender in an amount equal to the outstanding loan balance (plus any
applicable Contingent Deferred Sales Charge and Administration Contract Charge
in each case). (The loan application defines a default on the loan and
includes, among other things, nonpayment of three consecutive or a total of
five installment repayments, or surrender of the Contract.) For TSA Plans that
are not subject to ERISA, the current actual distribution will be limited to
pre-1989 money unless you are age 59 1/2 or otherwise comply with the legal
requirements for permitted distributions under the TSA contract. If these
limitations do not apply (i.e. you are under the age of 59 1/2 or no pre-1989
money is in your contract) we will report the amount of the unpaid installment
repayment or default as a deemed distribution for tax purposes, but will
postpone an actual distribution from the Contract until the earliest
distribution date permitted under the

A-23
<PAGE>

law. We will not accept an installment repayment of less than the amount
billed. A full or partial surrender of the Contract to repay all or part of
the loan may result in serious adverse tax consequences for the plan
participant (including penalty taxes) and may adversely affect the
qualification of the plan or Contract. The trustee of a Qualified Plan subject
to ERISA will be responsible for reporting to the IRS and advising the
participant of any tax consequences resulting from the reduction in the
Contract Value caused by the surrender and for determining whether the
surrender adversely affects the qualification of the plan. In the case of a
TSA Plan not subject to ERISA, we will report the default to the IRS as a
taxable distribution under the Contract.

We will reduce the amount of your death proceeds, the amount payable upon
surrender of your Contract and the amount applied on the Maturity Date to
provide annuity payments will be reduced by the amount of any outstanding
Contract loan plus accrued interest. In these circumstances, the amount of the
outstanding Contract loan plus accrued interest generally will be taxed as a
taxable distribution.

A-24
<PAGE>

We will provide further information regarding loans upon request.

DISABILITY BENEFIT RIDER

SUSPENSION OF PAYMENTS

OWNERSHIP RIGHTS

During the Annuitant's lifetime, all rights under the Contract belong solely
to you as the Contract Owner unless otherwise provided.

These rights include the right to:

. change the Beneficiary

. assign the Contract (subject to limitations)

. change the payment option

. exercise all other rights, benefits, options and privileges allowed by
the Contract or us.

A-25
<PAGE>

REQUESTS AND ELECTIONS

Requests for sub-account transfers or reallocation of future purchase
payments may be made:

. By Telephone (1-800-435-4117), between the hours of 9:00 a.m. and 4:00
p.m. Eastern Time

. Through your Registered Representative

. In writing to our Home Office, or

. By fax (617-578-5412)

We will automatically permit requests for transfer (that are within our
current limits applicable to transfers) or reallocation by telephone. We will
use reasonable procedures such as requiring certain identifying information
from the caller, tape recording the telephone instructions, and providing
written confirmation of the transaction, in order to confirm that instructions
communicated by telephone are genuine. Any telephone instructions reasonably
believed by us to be genuine will be your responsibility, including losses
arising from any errors in the communication of instructions. As a result of
this policy, you will bear the risk of loss. If we do not employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
we may be liable for any losses due to unauthorized or fraudulent
transactions. All other requests and elections under your Contract must be in
writing signed by the proper party, must include any necessary documentation
and must be received at our Home Office to be effective. If acceptable to us,
requests or elections relating to Beneficiaries and ownership will take effect
as of the date signed unless we have already acted in reliance on the prior
status. We are not responsible for the validity of any written request or
election.

A-26
<PAGE>

ADMINISTRATION CHARGES, CONTINGENT
DEFERRED SALES CHARGE AND OTHER DEDUCTIONS

We deduct various charges from your Contract Value for the services
provided, expenses incurred and risks assumed in connection with your
Contract. The charges are:

. Administration Contract Charge

. Administration Asset Charge

. Mortality and Expense Risk Charge

. Contingent Deferred Sales Charge

. Premium Tax Charge and Other Expenses

ADMINISTRATION CONTRACT CHARGE

ADMINISTRATION ASSET CHARGE

The Administration Asset Charge is equal to an annual rate of .10% of net
assets. We deduct this charge on a daily basis from each sub-account. As a
percentage of net assets, the Administration Asset Charge will not increase
over the life of your Contract, but the total dollar amount of the charge will
vary depending on the level of Contract Value in the Variable Account. We will
continue to access the Administration Asset Charge after annuitization if
annuity payments are made on a variable basis.

MORTALITY AND EXPENSE RISK CHARGE

We deduct a Mortality and Expense Risk Charge from the Variable Account. The
charge is at an annual rate of 1.25% of the daily net assets of each such sub-
account, of which .70% represents a mortality risk charge and

A-27
<PAGE>

.55% represents an expense risk charge. We compute and deduct this charge on a
daily basis from the assets in each sub-account. This charge is for the
guaranteed annuity rates (so that your annuity payments will not be affected
by the mortality rate of others), death benefit, and guarantee of
Administration charges, regardless of actual expenses incurred. The Mortality
and Expense Risk Charge as a percentage of Contract Value will not increase
over the life of a Contract. The Mortality and Expense Risk Charge will
continue to be assessed if annuity payments are made on a variable basis after
annuitization. (See ""Annuity Payments.'')

CONTINGENT DEFERRED SALES CHARGE

We do not deduct a charge for sales expenses from your purchase payments
when they are made. However, a Contingent Deferred Sales Charge may apply on
certain events ("CDSC events"). CDSC events are: (a) a full or partial
surrender of your Contract (including surrenders where you apply the proceeds
to certain payment options); (b) in some circumstances, a withdrawal of the
commuted value of amounts that you applied to an annuity payment option; or
(c) under Contracts issued in Pennsylvania or New York, the Maturity Date if
at that date a purchase payment has been invested for less than seven years.

In no event will the amount of the Contingent Deferred Sales Charge exceed
the equivalent of 8% of the first $50,000 of purchase payments and 6.5% of
purchase payments in excess of $50,000.

EXAMPLE:

Assume that you make a single purchase payment of $10,000 into the
Contract. The following illustrates the free withdrawal amount
available under two hypothetical situations.

A-28
<PAGE>

EXAMPLE:

HYPOTHETICAL CONTRACT VALUE
<TABLE>
<CAPTION>
10% OF
BEGINNING OF MAXIMUM FREE
AT BEGINNING ON WITHDRAWAL YEAR CONTRACT WITHDRAWAL
OF CONTRACT YEAR DATE CONTRACT GAIN VALUE AMOUNT
---------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Situation 1: $7,000 par-
tial
surrender on 12/1/99... $22,000 $25,000 $5,000 $2,200 $5,000
</TABLE>

HYPOTHETICAL CONTRACT VALUE
<TABLE>
<CAPTION>
10% OF
BEGINNING OF MAXIMUM FREE
AT BEGINNING ON WITHDRAWAL YEAR CONTRACT WITHDRAWAL
OF CONTRACT YEAR DATE CONTRACT GAIN VALUE AMOUNT
---------------- ------------- ------------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Situation 2: $25,000
surrender on 1/1/03.... $30,000 $33,000 $13,000 $3,000 $13,000
</TABLE>

Free withdrawal amounts do not reduce the total purchase payments that are
potentially subject to the Contingent Deferred Sales Charge under your
Contract.

Waiver of Contingent Deferred Sales Charge. No Contingent Deferred Sales
Charge will apply:

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<PAGE>

Charge which applies on the ratio of (1) the number of whole months
remaining, on the date of the withdrawal, until the date when the
Contingent Deferred Sales Charge would expire, to (2) the number of whole
months that were remaining, when you applied the proceeds to the option,
until the date when the Contingent Deferred Sales Charge would expire.
(See example in Appendix B.)

PREMIUM TAX CHARGE

Some states (currently South Dakota) impose a premium tax on annuity
purchase payments received by insurance companies. We pay this tax when
incurred, and recover this tax by imposing a premium tax charge on affected
Contracts. We deduct the premium tax charge at the earliest of: a full or
partial surrender of the Contract, the date when annuity benefits commence, or
payment of the Death Proceeds (including application of the Death Proceeds to
the Beneficiary Continuation provision). Other states impose a premium tax
liability on the date when annuity benefits commence. In those states, we
deduct the premium tax charge from the Contract Value on that date. To
determine whether and when a premium tax charge will be imposed on a Contract,
we will look to the state of residence of the Annuitant when a surrender is
made, annuity benefits commence or Death Proceeds are paid. We reserve the
right to impose a premium tax charge when we incur a premium tax or at a later
date.

A-30
<PAGE>

benefited treatment under the Code and from 1% to 3.5% of the Contract Value
(or, if applicable, Death Proceeds) for all other Contracts. See Appendix C
for a list of premium tax rates.

OTHER EXPENSES

ANNUITY PAYMENTS

ELECTION OF ANNUITY

If you and the Annuitant are not the same and the Annuitant dies prior to
the Maturity Date, the Contract will continue for the benefit of the
Contingent Annuitant. We will reset the Maturity Date, if necessary, based on
the age of the older Contract Owner.

Contracts used in connection with retirement plans qualifying for tax
benefited treatment may have various requirements for the time by which
benefit payments must commence, the period over which such payments may be
made, the annuity payment options that may be selected, and the minimum annual
amounts of such payments. Penalty taxes or other adverse tax consequences may
occur upon failure to meet such requirements.

ANNUITY OPTIONS

A-31
<PAGE>

You select an annuity payment option by written request to us and subject to
any applicable Federal tax law restrictions.

The Contract offers the variable annuity payment options listed below.

Variable Income for a Specified Number of Years. We will make variable
monthly payments for the number of years elected, which may not be more
than 30 except with our consent.

A-32
<PAGE>

AMOUNT OF VARIABLE ANNUITY PAYMENTS

RETIREMENT PLANS OFFERING FEDERAL TAX BENEFITS

1. Plans qualified under Section 401(a) or 403(a) of the Code ("Qualified
Plans");

4. Eligible deferred compensation plans (within the meaning of Section
457 of the Code) for employees of state and local governments and tax-
exempt organizations ("Section 457 Plans"); and

5. Governmental plans (within the meaning of Section 414(d) of the Code)
for governmental employees, including Federal employees ("Governmental
Plans").

A-33
<PAGE>

Federal and state legislation governing such plans, and such endorsements may
alter certain Contract provisions described in this prospectus. Refer to the
Contracts and any endorsements for more complete information.

FEDERAL INCOME TAX STATUS

INTRODUCTION

TAXATION OF THE COMPANY

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

TAX STATUS OF THE CONTRACT

A-34
<PAGE>

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

The Non-Qualified Contracts contain provisions which are intended to comply
with the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. We intend to review such
provisions when they are issued and modify the contracts in question if
necessary to assure that they comply with the requirements of Code Section
72(s). Other rules may apply to Qualified Contracts.

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

TAXATION OF ANNUITIES

A-35
<PAGE>

treated as a distribution. The taxable portion of a distribution (in the form
of a single sum payment or an annuity) is taxable as ordinary income.

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

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

A-36
<PAGE>

QUALIFIED CONTRACTS

(i) Plan Contribution Limits

A-37
<PAGE>

TSA PLANS

IRAS, SEPS, SARSEPS, SIMPLE IRAS AND ROTH IRAS

ROTH IRAS

Eligible individuals can contribute to a Roth IRA. Contributions to a Roth
IRA, which are subject to certain limitations, are not deductible and must be
made in cash or as a rollover or transfer from another Roth IRA or other IRA.
A rollover from or conversion of an IRA to a Roth IRA may be subject to tax
and other special rules may apply. The maximum purchase payment which may be
contributed each year to a Roth IRA is the lesser of $2,000 or 100 percent of
includible compensation. A spousal Roth IRA is available if the taxpayer and
spouse file a joint return. The maximum purchase payment that a taxpayer may
make to a spousal Roth IRA is $2,000. Except in the case of a rollover or a
transfer, no more than $2,000 can be contributed in aggregate to all IRAs and
Roth IRAs of either spouse during any tax year. The Roth IRA contribution may
be limited to less than $2,000 depending on the taxpayer's adjusted gross
income ("AGI"). The maximum contribution begins to phase out if the taxpayer
is single and the taxpayer's AGI is more than $95,000 or if the taxpayer is
married and files a joint tax return and the taxpayer's AGI is more than
$150,000. The taxpayer may not contribute to a Roth IRA if the taxpayer's AGI
is over $110,000 (if the taxpayer is single), $160,000 (if the taxpayer is
married and files a joint tax return), or $10,000 (if the taxpayer is married
and files separate tax returns).You should consult a tax adviser before
combining any

A-38
<PAGE>

converted amounts with any other Roth IRA contributions, including any other
conversion amounts from other tax years.

SECTION 457 PLANS

QUALIFIED PLANS

The Contract includes a Death benefit that in some cases may exceed the
greater of the Purchase Payments or the Contract Value. The Death benefit
could be characterized as an incidental benefit, the amount of which is
limited in any pension or profit-sharing plan. Because the Death benefit may
exceed this limitation, employers using the Contract in connection with such
plans should consult their tax adviser.

(ii) Distributions from the Contract

MANDATORY WITHHOLDING ON CERTAIN DISTRIBUTIONS

QUALIFIED PLANS, TSA PLANS, IRAS, SEPS, SARSEPS, SIMPLE IRAS, ROTH IRAS AND
GOVERNMENTAL PLANS

Payments made from the Contracts held under a Qualified Plan, TSA Plan, IRA,
SEP, SARSEP, SIMPLE IRA or Governmental Plan are taxable under Section 72 of
the Code as ordinary income, in the year of receipt. Any amount received in
surrender of all or part of the Contract Value prior to annuitization will,
subject to restrictions and penalties discussed below, also be included in
income in the year of receipt. If there is any "investment in the Contract", a
portion of each amount received is excluded from gross income as a return of
such investment. Distributions or withdrawals prior to age 59 1/2 may be
subject to a penalty tax of 10% of the amount includible in income. This
penalty tax does not apply: (i) to distributions of excess contributions or
deferrals; (ii) to distributions made on account of the Annuitant's death,
retirement, disability or early retirement at or after age 55; (iii) when
distribution from the Contract is in the form of an annuity over the life or
life expectancy of the Annuitant (or joint lives or life expectancies of the
Annuitant and his or her Beneficiary); or (iv) when distribution is made
pursuant to a divorce (in the case of IRAs) or a qualified domestic relations
order. In the case of IRAs, SEPs, SARSEPs and

A-39
<PAGE>

SIMPLE IRAs, the exceptions for distributions on account of early retirement
at or after age 55 or made pursuant to a qualified domestic relations order do
not apply. A tax-free rollover may be made once each year among individual
retirement arrangements subject to the conditions and limitations described in
the Code.

SECTION 457 PLANS

A-40
<PAGE>

"minimum distribution amount" which is determined by distribution rules under
the plan. If the Annuitant dies before distributions begin, the same special
distribution rules apply in the case of Section 457 Plans as apply in the case
of Qualified Plans, TSA Plans, IRAs, SEPs, SARSEPs, generally SIMPLE IRAs and
Governmental Plans. These rules are discussed above in the immediately
preceding section of this prospectus. An exception to these rules provides
that if the beneficiary is other than the Annuitant's spouse, distribution
must be completed within 15 years of death, regardless of the beneficiary's
actual life expectancy.

WITHHOLDING

POSSIBLE CHANGES IN TAXATION

OTHER TAX CONSEQUENCES

GENERAL

VOTING RIGHTS

Prior to annuitization, we determine the number of votes on which you have a
right to instruct us on the basis of your percentage interest in a sub-account
and the total number of votes attributable to the sub-account. After
annuitization, the number of votes attributable to your Contract is determined
on the basis of the reserve for your future annuity payments and the total
number of votes attributable to the sub-account. After annuitization the votes
attributable to your Contract decrease as reserves underlying your Contract
decrease.

A-41
<PAGE>

We will vote Eligible Fund shares held in our general investment account (or
any unregistered separate account for which voting privileges are not given)
in the same proportion as the aggregate of (i) the shares for which we
received voting instructions and (ii) the shares that we vote in proportion to
such voting instructions.

DISTRIBUTION OF CONTRACTS

THE FIXED ACCOUNT

Our general account consists of all assets owned by us other than those in
the Variable Account and the Company's other separate accounts. We have sole
discretion over the investment of assets in the general account, including
those in the Fixed Account. You do not share in the actual investment
experience of the assets in the Fixed Account. Instead, we guarantee that we
will credit Contract Values in the Fixed Account with interest at an effective
annual rate of at least 3%. (Special rules apply to loan repayments. See the
Statement of Additional Information.) We are not obligated to credit interest
at a rate higher than 3%, although we have sole discretion to do so. We will
credit Contract Values in the Fixed Account with interest daily.

A-42
<PAGE>

CONTRACT VALUE AND FIXED ACCOUNT TRANSACTIONS

For more information on the Fixed Account please refer to the Statement of
Additional Information.

YEAR 2000 COMPLIANCE ISSUES

Like all financial services providers, we utilize systems that may be
affected by Year 2000 transition issues, and we rely on a number of third
parties including banks, custodians, and investment managers, that also may be
affected. We and our affiliates have developed, and are in the process of
implementing, a Year 2000 transition plan, and are confirming that their
service providers are also so engaged. The resources that are being devoted to
this effort are substantial. Additionally, it is anticipated that we will
spend approximately $4.5-7.5 million on the conversion. It is difficult to
predict whether the amount of resources ultimately devoted, or the outcome of
these efforts, will have any negative impact on us. If we or our service
providers are not successful in the Year 2000 transition, computer systems
could fail or erroneous results and delays could occur when processing
information after December 31, 1999. However, as of the date of this
prospectus, it is not anticipated that you will experience negative effects on
your investment, or on the services provided in connection therewith, as
result of Year 2000 transition implementation. We currently anticipate that
our systems will be Year 2000 compliant on or about December 31, 1998, with
systems testing and compliance verification to follow. Service providers may
not have anticipated every step necessary to avoid any adverse effect on the
Variable Account attributable to Year 2000 transition.

INVESTMENT PERFORMANCE INFORMATION

A-43
<PAGE>

STANDARD RETURN

NON-STANDARD RETURN

OTHER PERFORMANCE

FINANCIAL STATEMENTS

You may find the financial statements of the Company and the Variable
Account in the Statement of Additional Information.

A-44
<PAGE>

APPENDIX A

CONSUMER TIPS

DOLLAR COST AVERAGING

If you are contemplating the use of dollar cost averaging, you should
consider your ability to continue the on-going purchases in order to take
advantage of periods of low price levels.

DIVERSIFICATION

MISCELLANEOUS

Toll-free telephone service:
--A recording of daily unit values is available by
calling 1-800-333-2501.

--Fund transfers and changes of future purchase
payment allocations can be made by calling 1-800-435-
4117.

New England Annuities
P.O. Box 642
Boston, Mass 02116

A-45
<PAGE>

APPENDIX B

CONTINGENT DEFERRED SALES CHARGE

A-46
<PAGE>

APPENDIX C

PREMIUM TAX

Premium tax rates are subject to change. At present we pay premium taxes in
the following jurisdictions at the rates shown.

See "Premium Tax Charges" in the prospectus for more information about how
premium taxes affect your Contract.

A-47
<PAGE>

APPENDIX D

EXCHANGED CONTRACTS

You may exchange a Fund I, Preference or Zenith Accumulator contract (an
"old contract") for an American Growth Series Contract (a "new contract"), as
long as: (1) your age does not exceed the maximum age at issue for a new
contract; (2) the contract value of the old contract (along with any purchase
payments submitted with the exchange application) is at least equal to the
minimum initial purchase payment for a new contract and; (3) (unless waived by
the Company) you meet our underwriting standards. We may waive the minimum
initial and subsequent purchase payment amount to correspond to the old
contract. As of the date you make the exchange, we will credit the contract
value of the old contract as the initial purchase payment to the new contract.
We will not deduct any charges at the time of exchange. See below for a
comparison of the charges under the old contracts and the new contracts. We
issue the American Growth Series Contract and MetLife issues the old
contracts. Although we are a subsidiary of MetLife, MetLife does not guarantee
our obligations.

If you exchange a Fund I, Preference or Zenith Accumulator variable annuity
contract issued by New England Mutual Life Insurance Company (now MetLife) for
an American Growth Series Contract, when we issue the new contract the minimum
guaranteed death benefits will be either the death benefit that applied to the
old contract on the date of the exchange, or the amount paid into the American
Growth Series, whichever is greater. We will recalculate the minimum
guaranteed death benefit on every seventh contract anniversary following the
date of the exchange. (See Payment on Death Prior to Annuitization.)

A-48
<PAGE>

CONTACT CHARGES UNDER AN AGS, FUND I, PREFERENCE OR ZENITH ACCUMULATOR CONTRACT

<TABLE>
<CAPTION>
ASSET-BASED
(MORTALITY &
EXPENSE AND ADMINISTRATION
ADMIN. ASSET CONTRACT
CDSC CHARGE) CHARGE OTHER
------------------------------- -------------- -------------- ----------------
<S> <C> <C> <C> <C>
American Growth Series 7% of purchase payments; 1.35% $30 (or 2% of premium tax
(AGS) declining to 0% after 7 years total charge on
Contract purchase
Value if payments in
less) -- South Dakota is
waiver may paid by us and
apply recovered later

Zenith Accumulator --none on exchange 1.35% $30 --transfer fee
--will apply on subsequent of $10 if you
withdrawal from AGS using the make more than
time table for Zenith 12 per year
Accumulator
--10 year, 6.5% (of Contract
Value) declining if you have a
Zenith Accumulator Contract
--subsequent purchase payments
will have AGS's CDSC
</TABLE>

A-49
<PAGE>

TABLE OF CONTENTS
OF
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
THE COMPANY............................................................... II-3
SERVICES RELATING TO THE VARIABLE ACCOUNT................................. II-3
PERFORMANCE COMPARISONS................................................... II-3
CALCULATION OF PERFORMANCE DATA........................................... II-4
NET INVESTMENT FACTOR..................................................... II-17
ANNUITY PAYMENTS.......................................................... II-17
HYPOTHETICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS...................... II-19
HISTORICAL ILLUSTRATIONS OF ANNUITY INCOME PAYOUTS........................ II-23
EXPERTS................................................................... II-27
LEGAL MATTERS............................................................. II-27
APPENDIX A................................................................ II-28
FINANCIAL STATEMENTS...................................................... F-1
</TABLE>

If you would like a copy of the Statement of Additional Information, please
complete the request form below and mail to:

New England Securities Corporation
399 Boylston Street
Boston, Massachusetts 02116

Please send a copy of the Statement of Additional
Information for New England Variable Annuity Separate
Account (American Growth Series) to:

--------------------------------------------------------
Name

--------------------------------------------------------
Street

--------------------------------------------------------
City State Zip

A-50
<PAGE>

NEW ENGLAND LIFE INSURANCE COMPANY
501 BOYLSTON STREET
BOSTON, MA 02116

RECEIPT

This is to acknowledge receipt of an American Growth Series Prospectus dated
April 30, 1999. This Variable Annuity Contract is offered by New England Life
Insurance Company.

_____________________________________ _____________________________________
(Date) (Client's Signature)
<PAGE>

NEW ENGLAND VARIABLE ANNUITY SEPARATE ACCOUNT
AMERICAN GROWTH SERIES
INDIVIDUAL VARIABLE ANNUITY CONTRACTS
ISSUED BY NEW ENGLAND LIFE INSURANCE COMPANY
STATEMENT OF ADDITIONAL INFORMATION
(PART B)

APRIL 30,1999

VA-155SAI-98

II-1
<PAGE>

TABLE OF CONTENTS

II-2
<PAGE>

THE COMPANY

New England Life Insurance Company ("The Company") is an indirect, wholly-
owned subsidiary of Metropolitan Life Insurance Company ("MetLife").

SERVICES RELATING TO THE VARIABLE ACCOUNT

The Company maintains the books and records of the Variable Account and
provides issuance and other administrative services for the Contracts.

Auditors. Deloitte & Touche LLP, located at 125 Summer Street, Boston,
Massachusetts 02110, conducts an annual audit of the Variable Account's
financial statements.

PERFORMANCE COMPARISONS

II-3
<PAGE>

CALCULATION OF PERFORMANCE DATA

The Variable Account was not established until July, 1994. The Contracts
were not available before April, 1995. The Back Bay Advisors Bond Income and
Back Bay Advisors Money Market Series commenced operations on August 26, 1983.
The Westpeak Growth and Income and Goldman Sachs Midcap Value Series (formerly
the Loomis Sayles Avanti Growth Series) commenced operations on April 30,
1993. The Small Cap Series commenced operations on May 2, 1994. The six other
Eligible Funds did not commence operations until October 31, 1994.