SEPARATE ACCOUNT VA-P OF ALLMERICA FIN LIFE INSUR & ANNU CO, 485BPOS, 1996-07-03

SEPARATE ACCOUNT VA-P OF ALLMERICA FIN LIFE INSUR & ANNU CO
485BPOS, 1996-07-03

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<PAGE>

File No. 33-85916
811-8448

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 5

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Post-Effective Amendment No. 5

SEPARATE ACCOUNT VA-P OF ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
(Exact Name of Registrant)

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

Abigail M. Armstrong, Secretary and Counsel
Allmerica Financial Life Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653
(Name and Address of Agent for Service of Process)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
-----
X on (July 8,1996) pursuant to paragraph (b)
-----
60 days after filing pursuant to paragraph (a) (1)
-----
on July 8, 1996 pursuant to paragraph (a) (1)
-----
on (date) pursuant to paragraph (a) (2) of Rule 485
-----

VARIABLE ANNUITY POLICIES

Pursuant to Reg. Section 270.24f-2 of the Investment Company Act of 1940,
Registrant hereby declares that an indefinite amount of its securities is
being registered under the Securities Act of 1933. The Rule 24f-2 Notice for
the issuer's fiscal year ending December 31, 1995 was filed on
February 29, 1996.

<PAGE>

CROSS REFERENCE SHEET SHOWING LOCATION IN PROSPECTUS OF
ITEMS CALLED FOR BY FORM N-4

FORM N-4 ITEM NO. CAPTION IN PROSPECTUS
- ----------------- ---------------------
1. . . . . . . . . . . . . . Cover Page

2. . . . . . . . . . . . . . "Special Terms"

3. . . . . . . . . . . . . . "Summary"; "Annual and Transaction Expenses"

4. . . . . . . . . . . . . . "Condensed Financial Information"

5. . . . . . . . . . . . . . Prospectus A:"Description of the Company, the
Separate Account and the Fund"
Prospectus B: "Description of the Company, the
Variable Account, and Pioneer Variable Contracts
Trust."

6. . . . . . . . . . . . . . "Charges and Deductions:

7. . . . . . . . . . . . . . Prospectus A: "The Variable Annuity Policies"
Prospectus B: "The Variable Annuity Contracts"

8. . . . . . . . . . . . . . Prospectus A:"The Variable Annuity Policies"
Prospectus B: " The Variable Annuity Contracts"

9. . . . . . . . . . . . . . "Death Benefit"

10 . . . . . . . . . . . . . Prospectus A: "Purchase Payments"; "Computation
of Policy Values and Annuity Payments"
Prospectus B: "Purchase Payments"; "Computation
of Contract Values and Annuity Benefit Payments"

11 . . . . . . . . . . . . . Prospectus A: "Surrender"; "Partial Redemption"
Prospectus B: "Withdrawal"

12 . . . . . . . . . . . . . "Federal Tax Considerations"

13 . . . . . . . . . . . . . "Legal Matters"

14 . . . . . . . . . . . . . "Table of Contents of the Statement of
Additional Information"

FORM N-4 ITEM NO. CAPTION IN STATEMENT OF ADDITIONAL INFORMATION

15 . . . . . . . . . . . . . "Cover Page"

16 . . . . . . . . . . . . . "Table of Contents"

17 . . . . . . . . . . . . . "General Information and History"

18 . . . . . . . . . . . . . "Services"

19 . . . . . . . . . . . . . "Underwriters"

20 . . . . . . . . . . . . . "Underwriters"

21 . . . . . . . . . . . . . "Performance Information"

22 . . . . . . . . . . . . . "Annuity Payments"

23 . . . . . . . . . . . . . "Financial Statements"

<PAGE>

PROSPECTUS A

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

INDIVIDUAL VARIABLE ANNUITY POLICIES FUNDED THROUGH SUBACCOUNTS OF

SEPARATE ACCOUNT VA-P

INVESTING IN SHARES OF PIONEER VARIABLE CONTRACTS TRUST

This Prospectus describes individual variable annuity policies and group
variable annuity policies including certificates issued thereunder
("Policies") offered by Allmerica Financial Life Insurance and Annuity
Company ("Company") to individuals and businesses in connection with
investment and retirement plans which may or may not qualify for special
federal income tax treatment. (For information about the tax status when used
with a particular type of plan, see "FEDERAL TAX CONSIDERATIONS.") The
following is a summary of information about these Policies. More detailed
information can be found under the referenced captions in this Prospectus.

This Prospectus generally describes only the variable accumulation and
variable annuity aspects of the Policies, except where fixed values or fixed
annuity payments are specifically mentioned. ALLOCATIONS TO AND TRANSFERS TO
AND FROM THE GENERAL ACCOUNT OF THE COMPANY ARE NOT PERMITTED IN CERTAIN
STATES. Certain additional information about the Policies is contained in a
Statement of Additional Information, dated April 30, 1996, as may be amended
from time to time, which has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Table of Contents for
the Statement of Additional Information is listed on page 3 of this
Prospectus. The Statement of Additional Information is available upon request
and without charge. To obtain the Statement of Additional Information, fill
out and return the attached request card or contact Annuity Customer
Services, Allmerica Financial Life Insurance and Annuity Company, 440 Lincoln
Street, Worcester, Massachusetts 01653.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS OF
PIONEER VARIABLE CONTRACTS TRUST.

INVESTORS SHOULD RETAIN A COPY OF THIS PROSPECTUS FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

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

PROSPECTUS DATED APRIL 30, 1996

<PAGE>

TABLE OF CONTENTS

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION............... 3
SPECIAL TERMS.............................................................. 4
SUMMARY.................................................................... 5
ANNUAL AND TRANSACTION EXPENSES............................................ 7
PERFORMANCE INFORMATION.................................................... 8
WHAT IS AN ANNUITY......................................................... 9
RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY.............................. 9
STATE RIGHT TO REVOKE OR SURRENDER......................................... 9
DESCRIPTION OF THE COMPANY AND THE SEPARATE ACCOUNT........................ 10
PIONEER VARIABLE CONTRACTS TRUST........................................... 10
VOTING RIGHTS.............................................................. 12
CHARGES AND DEDUCTIONS..................................................... 12
A. Contingent Deferred Sales Charge....................................... 12
B. Premium Taxes.......................................................... 14
C. Policy Fee............................................................. 14
D. Separate Account Annual Charges........................................ 14
THE VARIABLE ANNUITY POLICIES.............................................. 15
A. Purchase Payments...................................................... 15
B. Transfer Privilege..................................................... 15
C. Surrender.............................................................. 16
D. Partial Redemption..................................................... 16
E. Death Benefit.......................................................... 17
F. The Spouse of the Policy Owner as Beneficiary.......................... 17
G. Assignment............................................................. 18
H. Electing the Form of Annuity and Annuity Date.......................... 18
I. Description of Variable Annuity Options................................ 18
J. Norris Decision........................................................ 19
K. Computation of Policy Values and Annuity Payments...................... 19

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<PAGE>

TABLE OF CONTENTS (CONTINUED)

FEDERAL TAX CONSIDERATIONS................................................. 20
A. Qualified and Non-Qualified Policies................................... 20
B. Taxation of the Policies in General.................................... 21
C. Tax Withholding and Penalties.......................................... 21
D. Qualified Employee Benefit Plans....................................... 21
E. Qualified Employee Pension and Profit Sharing Trusts
and Qualified Annuity Plans............................................ 21
F. Self-Employed Individuals.............................................. 22
G. Individual Retirement Account Plans.................................... 22
H. Simplified Employee Pensions........................................... 22
I. Public School Systems and Certain Tax-Exempt Organizations............. 22
J. Texas Optional Retirement Program...................................... 23
K. Section 457 Plans for State Governments and Tax-Exempt Entities........ 23
L. Non-Individual Owners.................................................. 23
REPORTS.................................................................... 23
CHANGES IN OPERATIONS OF THE SEPARATE ACCOUNT.............................. 23
LEGAL MATTERS.............................................................. 23
FURTHER INFORMATION........................................................ 23
APPENDIX A - MORE INFORMATION ABOUT THE GENERAL ACCOUNT.................... 24
APPENDIX B - EXCHANGE OFFER................................................ 24

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY............................................ 2
TAXATION OF THE SEPARATE ACCOUNT AND THE COMPANY........................... 2
SERVICES................................................................... 3
UNDERWRITERS............................................................... 3
ANNUITY PAYMENTS........................................................... 4
PERFORMANCE INFORMATION.................................................... 5
FINANCIAL STATEMENTS....................................................... 7

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<PAGE>
SPECIAL TERMS

As used in this Prospectus, the following terms have the indicated meanings:

ACCUMULATED VALUE: the sum of the value of all Accumulation Units in the
Subaccounts and of the value of all accumulations in the General Account of
the Company then credited to the Policy, on any date before the date annuity
payments are to begin.

ACCUMULATION UNIT: a measure of the Policy Owner's interest in a Subaccount
before annuity payments begin.

ANNUITANT: the person designated in the Policy to whom the Annuity is to be
paid.

ANNUITY DATE: the date on which annuity payments begin.

ANNUITY UNIT: a measure of the value of the periodic annuity payments under
the Policy.

FIXED AMOUNT ANNUITY: an Annuity providing for payments which remain fixed in
amount throughout the annuity payment period.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate investment account.

POLICY OWNER: the owner of a Policy who may exercise all rights under the
Policy, subject to the consent of any irrevocable beneficiary. After the
Annuity Date, the Annuitant will be the Policy Owner.

SEPARATE ACCOUNT: Separate Account VA-P of the Company. Separate Account VA-P
consists of assets segregated from other assets of the Company. The
investment performance of the assets of the Separate Account is determined
separately from the other assets of the Company. The assets of the Separate
Account are not chargeable with liabilities arising out of any other business
which the Company may conduct.

SUBACCOUNT: a subdivision of Separate Account VA-P. Each Subaccount available
under the Policies invests exclusively in the shares of a corresponding
investment Portfolio of Pioneer Variable Contracts Trust.

SURRENDER VALUE: the Accumulated Value of the Policy minus any Policy fee and
contingent deferred sales charge applicable upon surrender.

UNDERLYING PORTFOLIOS: the International Growth Portfolio, the Capital Growth
Portfolio, the Real Estate Growth Portfolio, the Equity Income Portfolio, the
Balanced Portfolio, the America Income Portfolio, the Swiss Franc Bond
Portfolio, and the Money Market Portfolio of the Pioneer Variable Contracts
Trust.

VALUATION DATE: a day on which the net asset value of the shares of any of
the Underlying Portfolios is determined and Unit values of the Subaccounts
are determined. Valuation dates currently occur on each day on which the New
York Stock Exchange is open for trading, and on such other days (other than a
day during which no payment, partial withdrawal, or surrender of a Policy was
received) when there is a sufficient degree of trading in an Underlying
Portfolio's securities such that the current net asset value of the
Subaccounts may be materially affected.

VALUATION PERIOD: the interval between two consecutive Valuation Dates.

VARIABLE ANNUITY: an Annuity providing for payments varying in amount in
accordance with the investment experience of certain Underlying Portfolios.

-4-
<PAGE>
SUMMARY

INVESTMENT OPTIONS. The Policies permit net purchase payments to be allocated
among Subaccounts available under the Policies, which are subdivisions of
Separate Account VA-P ("Separate Account"), a separate account of the
Company, and, where available, a fixed interest account ("General Account")
of the Company (together "accounts"). The Separate Account is registered as a
unit investment trust under the Investment Company Act of 1940, as amended,
(the "1940 Act") but such registration does not involve the supervision of
the management or investment practices or policies of the Separate Account by
the Securities and Exchange Commission (the "SEC"). For information about the
Separate Account and the Company, see "DESCRIPTION OF THE COMPANY, THE
SEPARATE ACCOUNT, AND THE FUND." For more information about the General
Account see APPENDIX A, "MORE INFORMATION ABOUT THE GENERAL ACCOUNT."

Each Subaccount available under the Policies invests its assets without sales
charge in a corresponding investment Portfolio of the Pioneer Variable
Contracts Trust (the "Fund"). The Fund is an open-end, diversified series
investment company. The Fund consists of eight different Portfolios:
International Growth Portfolio, Capital Growth Portfolio, Real Estate Growth
Portfolio, Equity-Income Portfolio, Balanced Portfolio, Swiss Franc Bond
Portfolio, America Income Portfolio and Money Market Portfolio ("Underlying
Portfolios"). Each Underlying Portfolio operates pursuant to different
investment objectives, discussed below.

INVESTMENT IN THE SUBACCOUNTS. The value of each Subaccount will vary daily
depending on the performance of the investments made by the respective
Underlying Portfolios.

There can be no assurance that the investment objectives of the Underlying
Portfolios can be achieved or that the value of a Policy will equal or exceed
the aggregate amount of the purchase payments made under the Policy. For more
information about the investments of the Underlying Portfolios, see
"DESCRIPTION OF THE COMPANY, THE SEPARATE ACCOUNT, AND THE FUND." The
accompanying prospectus of the Fund describes the investment objectives and
risks of each of the Underlying Portfolios.

Dividends or capital gains distributions received from an Underlying
Portfolio are reinvested in additional shares of that Underlying Portfolio,
which are retained as assets of the Subaccount.

TRANSFERS AMONG ACCOUNTS. Prior to the Annuity Date, the Policies permit
amounts to be transferred among the Subaccounts and, where available, between
the General Account and the Subaccounts, subject to certain limitations
described under "Transfer Privilege."

ANNUITY PAYMENTS. The Policy Owner may select variable annuity payments based
on certain Subaccounts, fixed-amount annuity payments, or a combination of
fixed-amount and variable annuity payments. Fixed-amount annuity payments are
guaranteed by the Company.

See "THE VARIABLE ANNUITY POLICIES" for information about annuity payment
options, selecting the Annuity Date, and how annuity payments are calculated.

REVOCATION RIGHTS. An individual purchasing a Policy intended to qualify as
an Individual Retirement Annuity ("IRA") may revoke the Policy at any time
between the date of the application and the date 10 days after receipt of the
Policy. In certain states any Policy owner may have special revocation
rights. For more information about revocation rights, see "RIGHT TO REVOKE
INDIVIDUAL RETIREMENT ANNUITY" and "STATE RIGHT TO REVOKE OR SURRENDER."

PAYMENT MINIMUMS AND MAXIMUMS. Under the Policies, purchase payments are not
limited as to frequency and number, but no payments may be submitted within
one month of the Annuity Date. Generally, the initial purchase payment must
be at least $600 and subsequent payments must be at least $50. Under a
monthly automatic payment plan or a payroll deduction plan, each purchase
payment must be at least $50. However, in cases where the contribution on
behalf of an employee under an employer-sponsored retirement plan is less
than $600 but more than $300 annually, the Company may issue a Policy on the
employee, if the plan's average annual contribution per eligible plan
participant is at least $600.

The Company reserves the right to set maximum limits on the aggregate
purchase payments made under the Policy. In addition, the Internal Revenue
Code imposes maximum limits on contributions under qualified annuity plans.

CHARGES AND DEDUCTIONS. For a complete discussion of charges, see "CHARGES
AND DEDUCTIONS."

A. CONTINGENT DEFERRED SALES CHARGE. No sales charge is deducted from
purchase payments at the time the payments are made. However, depending on
the length of time that the payments to which the withdrawal is attributed
have remained credited under the Policy a contingent deferred sales charge of
up to 7% may be assessed for a surrender, partial redemption, or election of
any commutable period certain option or a noncommutable period certain for
less than 10 years.

B. ANNUAL POLICY FEE. A Policy Fee equal to $30 will be deducted from the
Accumulated Value under the Policy for administrative expense on the Policy
Anniversary, or upon full surrender of the Policy during the year, when the
Accumulated Value is $50,000 or less. The Policy Fee is currently waived for
policies issued to a trustee of a 401(k) plan, but the Company reserves the
right to impose the Policy Fee on such policies.

C. PREMIUM TAXES. A deduction for State and local premium taxes, if any, may
be made as described under "Premium Taxes."

D. SEPARATE ACCOUNT ASSET CHARGES. A daily charge, equivalent to 1.25% per
annum, is made on the value of each Subaccount at each Valuation Date. The
charge is retained for the mortality and expense risks the Company assumes.
In addition, to cover administrative expenses, the Company deducts a daily
charge of 0.15% per annum of the value of the average net assets in the
Subaccounts available under the Policies.

E. TRANSFER CHARGE. The Company currently makes no charge for transfers. The
Company guarantees that the first twelve transfers in a Policy year will be
free of charge. For the thirteenth and each subsequent transfer, the Company
reserves the right to assess a charge, guaranteed never to exceed $25, to
reimburse the Company for the costs of processing the transfer.
-5-
<PAGE>

F. CHARGES OF THE UNDERLYING PORTFOLIOS. In addition to the charges
described above, certain fees and expenses are deducted from the assets of
the Underlying Portfolios. These charges vary among the Underlying
Portfolios, and currently range from an annual rate of 0.75% to an annual
rate of 1.50% of average daily net assets.

SURRENDER OR PARTIAL REDEMPTION. At any time before the Annuity Date, the
Policy Owner has the right either to surrender the Policy in full and receive
its current value, minus the Policy Fee and any applicable contingent
deferred sales charge, or to redeem a portion of the Policy's value subject
to certain limits and any applicable contingent deferred sales charge. There
may be tax consequences for surrender or redemptions. For further
information, see "Surrender" and "Partial Redemption," "Contingent Deferred
Sales Charge," and "FEDERAL TAX CONSIDERATIONS."

DEATH BENEFIT. If the Annuitant or Policy Owner should die before the Annuity
Date, a death benefit will be paid to the beneficiary. Upon death of the
Annuitant, the death benefit is equal to the greatest of (a) the Accumulated
Value under the Policy, or (b) the sum of the gross payment(s) made under the
Policy reduced proportionally to reflect all partial redemptions, or (c) the
death benefit that would have been payable on the most recent fifth year
Policy Anniversary, increased for subsequent purchase payments and reduced
proportionally to reflect withdrawals after that date. Upon death of the
Policy Owner, the death benefit is equal to the Accumulated Value of the Policy.

SALES OF POLICIES. The Policies are sold by agents of the Company who are
authorized by applicable law to sell variable annuity policies. These agents
are registered representatives of broker-dealers which are members of the
National Association of Securities Dealers, Inc. See "Sales Expense."
-6-
<PAGE>

ANNUAL AND TRANSACTION EXPENSES

The purpose of the following tables is to assist the Policy Owner in
understanding the various costs and expenses that a Policy Owner will bear
directly or indirectly under the Policies. The tables reflect charges under
the Policies, expenses of the Subaccounts, and expenses of the Underlying
Portfolios. In addition to the charges and expenses described below, in some
states premium taxes may be applicable.

POLICY OWNER TRANSACTION EXPENSES

<S> <C> <C>
Contingent Deferred Sales Charge Policy Year after date of Charge
The charge (as a percentage of payments, applied to the Purchase Payment
amount surrendered in excess of the amount, if any, which 0-3 7%
may be surrendered free of charge) will be assessed upon 4 6%
surrender, redemption, or annuitization under any 5 5%
commutable period certain option or a noncommutable 6 4%
period certain for less than 10 years, within the 7 3%
indicated time periods. More than 7 No Charge

Transfer Charge None
The Company currently makes no charge for transfers. The
Company guarantees that the first twelve transfers in a
Policy year will be free of charge. For the thirteenth and
each subsequent transfer, the Company reserves the right to
assess a charge, guaranteed never to exceed $25, to reimburse
the Company for the costs of processing the transfer.

ANNUAL POLICY FEE
An annual Policy Fee, equal to $30, is deducted when Accumulated
Value is $50,000 or less. The Policy Fee is currently waived for
policies issued to a trustee of a 401(k) plan, but the Company
reserves the right to impose the Policy Fee on such policies.

SEPARATE ACCOUNT ANNUAL EXPENSES $30
(as a percentage of average account value)

Mortality and Expense Risk Fees 1.25%

Separate Account Administrative Charge 0.15%
------
Total Annual Expenses 1.40%
</TABLE>

CONDENSED FINANCIAL INFORMATION
Allmerica Financial Life Insurance and Annuity Company
Separate Account VA-P

<TABLE>
<CAPTION>
1995
----
<S> <C>
International Growth
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 2,460

Capital Growth
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 7,981

Real Estate Growth
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 342

Equity - Income
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 5,553

Balanced
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 2,171

American Income
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Periods (in thousands) 3,268

Money Market
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 3,210

Swiss Franc Bond
Unit Value

Beginning of Period 1.00
End of Period 1.00

Number of Units Outstanding at End
of Period (in thousands) 886

</TABLE>

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<PAGE>

PIONEER VARIABLE CONTRACTS TRUST

INTER. CAPITAL REAL ESTATE EQUITY BALANCED SWISS FRANC AMERICA MONEY
PORTFOLIOS ANNUAL EXPENSES GROWTH GROWTH GROWTH INCOME BOND INCOME MARKET
- -------------------------- ------- ------- ----------- ------ -------- ----------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

Management Fee 1.00% 0.65% 1.00% 0.65% 0.65% 0.65% 0.55% 0.50%

Other Expenses* 16.22% 3.30% 44.96% 4.67% 14.12% 68.57% 11.31% 7.84%
-------- ------- ----------- ------ -------- ----------- ------- -------
Total Expenses 17.22% 3.95% 45.96% 5.32% 14.77% 69.22% 11.86% 8.34%

Expense Reduction -15.72% -2.70% -44.71% -4.07% -13.52% -67.97% -10.61% -7.34%
-------- ------- ----------- ------ -------- ----------- ------- -------
Net Expenses 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.00%

AFTER FEE AND EXPENSE REDUCTIONS
- --------------------------------

Management Fees 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.00%
Total Expenses 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25% 1.00%

</TABLE>

* Other Expenses are estimated

Pioneering Management Corporation ("Pioneer") is the investment adviser to
each Portfolio. Pioneer has agreed voluntarily to waive its management fees
or to make other arrangements, if necessary to reduce Portfolio expense. The
limitations for each Portfolio, as a percentage of average daily net assets,
are currently the same as the Total Portfolio Annual Expenses after expense
reductions, as indicated in the table above. Pioneer reserves the right to
terminate the limitations at any time without notice.

The following Examples demonstrate the cumulative expenses which would be
paid by the Policy Owner at 1-year, 3-year, 5-year, and 10-year intervals
under certain contingencies. Each Example assumes a $1,000 investment in a
Subaccount and a 5% annual return on assets. Because the expenses of the
Underlying Portfolios differ, separate Examples are used to illustrate the
expenses incurred by a Policy Owner on an investment in the various
Subaccounts.

(a) If the Policy is surrendered or annuitized* under a commutable period
certain option or a noncommutable certain option of less than 10 years at the
end of the applicable period, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets:

1 year 3 years 5 years 10 years

Int'l Growth $94 $159 $206 $328
Capital Growth $92 $152 $194 $305
Real Estate Growth $92 $152 $194 $305
Equity Income $92 $152 $194 $305
Balanced $92 $152 $194 $305
Swiss Franc Bond $92 $152 $194 $305
America Income $90 $145 $181 $280
Money Market $87 $138 $169 $255

* The policy fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any policy year
under an option including a life contingency.

(b) If the Policy is annuitized* under a life option or any noncommutable
period certain option of 10 years or more at the end of the applicable time
period or if the Policy is not surrendered or annuitized, you would pay the
following expenses on a $1,000 investment, assuming 5% annual return on
assets:

1 year 3 years 5 years 10 years

Int'l Growth $30 $92 $156 $328
Capital Growth $28 $84 $144 $305
Real Estate Growth $28 $84 $144 $305
Equity-Income $28 $84 $144 $305
Balanced $28 $84 $144 $305
Swiss Franc Bond $28 $84 $144 $305
America Income $25 $77 $131 $280
Money Market $23 $69 $119 $255

* The policy fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any policy year
under an option including a life contingency.

Pursuant to requirements of the 1940 Act, the policy fee has been reflected
in the Examples by a method intended to show the "average" impact of the
policy fee on an investment in the Separate Account. The total policy fees
collected under the Policies by the Company are divided by the total average
net assets attributable to the Policies. The resulting percentage is 0.100%,
and the amount of the policy fee is assumed to be $1.00 in the Examples. The
Policy Fee is deducted only when the accumulated value is $50,000 or less.

THE INFORMATION GIVEN UNDER THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

PERFORMANCE INFORMATION

The Company from time to time may advertise the "total return" of the
Subaccounts and the "yield" and "effective yield" of the Subaccount investing
in the Money Market Portfolio of the Fund. Both the total return and yield
figures are based on historical earnings and are not intended to indicate
future performance.

The "total return" of a Subaccount refers to the total of the income
generated by an investment in the Subaccount and of the changes in the value
of the principal (due to realized and unrealized capital gains or losses) for
a specified period, reduced by Separate

-8-

<PAGE>

Account charges, and expressed as a percentage.

The "yield" of the Subaccount investing in the Money Market Portfolio of the
Fund refers to the income generated by an investment in the Subaccount over a
seven-day period (which period will be specified in the advertisement). This
income is then "annualized" by assuming that the income generated in the
specific week is generated over a 52-week period. This annualized yield is
shown as a percentage of the investment. The "effective yield" calculation is
similar, but when annualized, the income earned by an investment in the
Subaccount is assumed to be reinvested. Thus the "effective yield" will be
slightly higher than the "yield" because of the compounding effect of this
assumed reinvestment.

The total return, yield, and effective yield figures are adjusted to reflect
the Subaccount's asset charges. The total return figures also reflect the $30
annual Policy Fee and the contingent deferred sales charge which would be
assessed if the investment were completely redeemed at the end of the
specified period.

The Company may also advertise supplemental total return performance
information. Supplemental total return refers to the total income generated
by an investment in the Subaccount and the changes of value of the principal
invested (due to realized and unrealized capital gains or losses), adjusted
by the annual asset charges and expressed as a percentage of the investment.
Because it is assumed that the investment is NOT redeemed at the end of the
specified period, the contingent deferred sales charge is NOT included in the
calculation.

Performance information for a Subaccount may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S & P
500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond
Index or other unmanaged indices so that investors may compare the Subaccount
results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services, a widely used independent research
firm which ranks mutual funds and other investment products by overall
performance, investment objectives, and assets, or tracked by other services,
companies, publications, or persons, such as Morningstar, Inc., who rank such
investment products on overall performance or other criteria; or (iii) the
Consumer Price Index (a measure for inflation) to assess the real rate of
return from an investment in the Subaccount. Unmanaged indices may assume the
reinvestment of dividends but generally do not reflect deductions for
administrative and management costs and expenses.

Performance information for any Subaccount reflects only the performance of a
hypothetical investment in the Subaccount during the time period on which the
calculations are based. Performance information should be considered in light
of the investment objectives and policies and risk characteristics of the
Underlying Portfolio in which the Subaccount invests and the market
conditions during the given time period, and should not be considered as a
representation of what may be achieved in the future.

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1995
-----------------------------------------------------------------

(Assuming COMPLETE redemption of the investment)

<TABLE>
<CAPTION>
One-Year Years Since
NAME Total Return Inception
---- ------------ -----------
<S> <C> <C>
International Growth N/A 2.29%
Capital Growth N/A 8.80%
Real Estate Growth N/A 8.61%
Equity Income N/A 15.22%
Balanced N/A 12.46%
Swiss Franc Bond N/A -6.16%
America Income N/A -1.92%
Money Market N/A -3.38%
</TABLE>

AVERAGE ANNUAL TOTAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1995
-----------------------------------------------------------------

(Assuming NO redemption of the investment)

<TABLE>
<CAPTION>
One-Year Years Since
NAME Total Return Inception
---- ------------ -----------
<S> <C> <C>
International Growth N/A 9.17%
Capital Growth N/A 15.80%
Real Estate Growth N/A 15.61%
Equity Income N/A 22.22%
Balanced N/A 19.46%
Swiss Franc Bond N/A 0.15%
America Income N/A 4.68%
Money Market N/A 3.12%
</TABLE>

WHAT IS AN ANNUITY?

In general, an annuity is a policy designed to provide a retirement income in
the form of monthly payments for the lifetime of the purchaser or an
individual chosen by the purchaser. The retirement income payments are called
"annuity payments," and the individual receiving the payments is called the
"Annuitant." Annuity payments may begin immediately after a lump sum purchase
is made or may begin after an investment period during which the amount
necessary to provide the desired amount of retirement income is accumulated.

Under an annuity policy, the insurance company assumes a mortality risk and
an expense risk. The mortality risk arises from the insurance company's
guarantee that annuity payments will continue for the life of the Annuitant,
regardless of how long the Annuitant lives or how long all Annuitants as a
group live. The expense risk arises from the insurance company's guarantee
that charges will not be increased beyond the limits specified in the policy,
regardless of actual costs of operations.

The Policy Owner's purchase payments, less any applicable deductions, are
invested by the insurance company. After retirement, annuity payments are
paid to the Annuitant for life or for such other period chosen by the Policy
Owner. In the case of a "fixed" annuity, the value of these annuity payments
is guaranteed by the insurance company, which assumes the risk of making the
investments to enable it to make the guaranteed payments. For more
information about fixed annuities see APPENDIX A, "MORE INFORMATION ABOUT THE
GENERAL ACCOUNT."

With a variable annuity, the value of the Policy and the annuity payments are
not guaranteed but will vary depending on the investment performance of a
portfolio of securities. Any investment gains or losses are reflected in the
value of the Policy and in the annuity payments. If the portfolio increases
in value, the value of the Policy increases. If the portfolio decreases in
value, the value of the Policy decreases.

RIGHT TO REVOKE INDIVIDUAL
RETIREMENT ANNUITY

An individual purchasing a Policy intended to qualify as an Individual
Retirement Annuity ("IRA") may revoke the Policy at any time between the date
of the application and the date 10 days after receipt of the Policy and
receive a refund of the entire purchase payment. In order to revoke the
Policy, the Policy Owner must mail or deliver the Policy (if it has already
been received), to the agent through whom the Policy was purchased, to the
principal office of the Company at 440 Lincoln Street, Worcester,
Massachusetts 01653, or to any local agency of the Company. Mailing or
delivery must occur on or before 10 days after receipt of the Policy for
revocation to be effective.

Within seven days the Company will return the greater of (1) the entire
purchase payment, or (2) the Accumulated Value plus any amounts deducted
under the Policy or by the Fund for taxes, charges or fees.

The liability of the Separate Accounts under this provision is limited to the
Policy Owner's Accumulated Value in each Separate Account on the date of
cancellation. Any additional amounts refunded to the Policy Owner will be
paid by the Company.

STATE RIGHT TO REVOKE OR
SURRENDER

In Georgia, Indiana, Michigan, Missouri, North Carolina, Oklahoma,
South Carolina, Texas, Utah, Washington and West Virginia any Policy Owner may
revoke the Policy at any time within 10 days (20 in Idaho)

-9-

<PAGE>

after receipt of the Policy and receive a refund, as described
under "RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY," above.

In all other states, a Policy Owner may return the Contract at any time
within 10 days (or the number of days required by state law if more than 10)
after receipt of the Contract. The Company will pay to the Policy Owner an
amount equal to the sum of (i) the difference between the premium paid,
including fees, and any amount allocated to the Variable Account and (ii) the
Accumulated Value of amounts allocated to the Variable Account as of the date
the request is received. If the Contract was purchased as an IRA, the IRA
revocation right described above may be utilized in lieu of the special
surrender right.

In all other states, a Policy Owner may surrender the Policy at any time
between the date of application and the date 10 days (or longer if required
under state law) after receipt of the Policy. The Company will pay to the
Policy Owner an amount equal to the sum of (i) the difference between the
purchase payments paid, including fees, and any amount allocated to a
Separate Account and (ii) the Accumulated Value of the Policy (on the date
the surrender request is received by the Company) attributable to any amount
allocated to a Subaccount.

The refund of any purchase payments paid by check may be delayed until the
check has cleared the Policy Owner's bank.

DESCRIPTION OF THE COMPANY
AND THE SEPARATE ACCOUNT

THE COMPANY - The Company is a life insurance company organized under the
laws of Delaware in July, 1974. Its Principal Office is located at 440
Lincoln Street, Worcester, Massachusetts 01653, Telephone 508-855-1000. The
Company is subject to the laws of the state of Delaware governing insurance
companies and to regulation by the Commissioner of Insurance of Delaware. In
addition, the Company is subject to the insurance laws and regulations of
other states and jurisdictions in which it is licensed to operate. As of
December 31, 1995, the Company had over $5 billion in assets and over $18
billion of life insurance in force.

Effective October 1, 1995, the Company changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
The Company is an indirect wholly-owned subsidiary of First Allmerica
Financial Life Insurance Company ("First Allmerica"), which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). First
Allmerica, originally organized under the laws of Massachusetts in 1844 as a
mutual life insurance company and known as State Mutual Life Assurance
Company of America, converted to a stock life insurance company on October
16, 1995 and adopted its present name. First Allmerica is the fifth oldest
life insurance company in America. The corporate headquarters of the
Company, First Allmerica and AFC are located at 440 Lincoln Street,
Worcester, Massachusetts.

THE SEPARATE ACCOUNT - Separate Account VA-P (the "Separate Account") is a
separate investment account of the Company. The assets used to fund the
variable portions of the Policies are set aside in the Subaccounts of the
Separate Account, and are kept separate from the general assets of the
Company. There are seven Subaccounts available under the Policies. Each
Subaccount is administered and accounted for as part of the general business
of the Company, but the income, capital gains, or capital losses of each
Subaccount are allocated to such Subaccount, without regard to other income,
capital gains, or capital losses of the Company. Under Delaware law, the
assets of the Separate Account may not be charged with any liabilities
arising out of any other business of the Company.

The Separate Account was authorized by vote of the Board of Directors of the
Company on October 27, 1994. The Separate Account meets the definition of
"separate account" under federal securities laws and is registered with the
Securities and Exchange Commission ("SEC") as a unit investment trust under
the Investment Company Act of 1940 ("1940 Act"). Such registration does not
involve the supervision of management or investment practices or policies of
the Separate Account or the Company by the Commission.

The Company may offer other variable annuity contracts investing in the
Separate Account which are not discussed in this prospectus. The Separate
Account may also invest in other underlying funds which are not available to
the Policies described in this prospectus.

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Separate Account and the Subaccounts.

PIONEER VARIABLE CONTRACTS TRUST

Pioneer Variable Contracts Trust (the "Fund") is an open-end, diversified
management investment company registered with the SEC under the 1940 Act.
Such registration does not involve supervision by the SEC of the investments
or investment policy of the Fund or its separate investment Portfolios.
Pioneering Management Corporation ("Pioneer") is the investment adviser to
each Portfolio.

-10-

<PAGE>

operates as a separate investment vehicle, and the income or losses of one
Portfolio have no effect on the investment performance of another Portfolio.
Shares of the Fund may be sold directly to separate accounts established and
maintained by insurance companies for the purpose of funding variable
contracts and to certain qualified pension and retirement plans.

INVESTMENT OBJECTIVES AND POLICIES - A summary of investment objectives of
each of the Underlying Portfolios is set forth below. More detailed
information regarding the investment objectives, restrictions and risks,
expenses paid by the Underlying Portfolios, and other relevant information
regarding the Underlying Portfolios may be found in the Prospectus of the
Fund, which accompanies this Prospectus and should be read carefully before
investing. The Statement of Additional Information of the Fund is available
upon request.

SUBACCOUNT 251 - invests solely in shares of the International Growth
Portfolio. This Portfolio seeks long-term growth of capital primarily through
investments in non-U.S. equity securities and related depositary receipts.

SUBACCOUNT 252 - invests solely in shares of the Capital Growth Portfolio.
This Portfolio seeks capital appreciation through a diversified portfolio of
securities consisting primarily of common stocks.

SUBACCOUNT 253 - invests solely in shares of the Real Estate Growth
Portfolio. This Portfolio seeks long-term growth of capital primarily
through investments in the securities of real estate investment trusts
(REITS) and other real estate industry companies. Current income is the
Portfolio's secondary investment objective.

SUBACCOUNT 254 - invests solely in shares of the Equity-Income Portfolio.
This Portfolio seeks current income and long-term capital growth by investing
in a portfolio of income-producing equity securities of U.S. corporations.
The Portfolio's goal is to achieve a current dividend yield which exceeds the
published composite yield of the securities comprising the Standard & Poor's
500 Composite Stock Price Index.

SUBACCOUNT 255 - invests solely in shares of the Balanced Portfolio. The
Balanced Portfolio seeks capital growth and current income by actively
managing investments in a diversified portfolio of equity securities and
bonds.

SUBACCOUNT 256 - invests solely in shares of the America Income Portfolio.
This Portfolio seeks as high a level of current income as is consistent with
the preservation of capital. This Portfolio invests exclusively in United
States ("U.S.") Government Securities and in "when issued" commitments and
repurchase agreements with respect to such securities.

SUBACCOUNT 257 - invests solely in shares of the Money Market Portfolio.
This Portfolio seeks current income consistent with preserving capital and
providing liquidity.

SUBACCOUNT 258 - invests solely in shares of the Swiss Franc Bond Portfolio.
This portfolio seeks to approximate the performance of the Swiss franc
relative to the U.S. dollar while earning a reasonable level of income.

There is no assurance that the investment objectives of the Portfolios will
be met.

IN SOME STATES, INSURANCE REGULATIONS MAY RESTRICT THE AVAILABILITY OF
PARTICULAR SUBACCOUNTS.

In the event of a material change in the investment policy of a Subaccount or
the Underlying Portfolio in which it invests, the Policy Owner will be
notified of the change. If the Policy Owner has policy value in that
Subaccount, the Company will transfer it without charge on written request by
the Policy Owner to another Subaccount or to the General Account, where
available. The Company must receive such written request within sixty (60)
days of the later of (1) the effective date of such change in the investment
policy or (2) the receipt of the notice of the Policy Owner's right to
transfer.

INVESTMENT ADVISORY SERVICES TO THE FUND - Each Portfolio pays a management
fee to Pioneer for managing its investments and business affairs. Each
Portfolio's management fee is computed daily and paid monthly at the
following annual rate:

Management Fee as a % of
PORTFOLIO AVERAGE DAILY NET ASSETS
----------------------------------

International Growth 1.00%
Capital Growth 0.65%
Real Estate Growth 1.00%
Equity-Income 0.65%
Balanced 0.65%
Swiss Franc Bond 0.65%
America Income 0.55%
Money Market 0.50%

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS - The Company reserves the
right, subject to applicable law, to make additions to, deletions from, or
substitutions for the shares that are held in the Subaccounts or that the
Subaccounts may purchase. If the shares of any Underlying Portfolio are no
longer available for investment or if in the Company's judgment further
investment in any Underlying Portfolio should become inappropriate in view of
the purposes of the Separate Account or the affected Subaccount, the Company
may redeem the shares of that Underlying Portfolio and substitute shares of
another registered open-end management company. The Company will not
substitute any shares attributable to a Policy interest in a Subaccount
without notice to the Policy Owner and prior approval of the SEC and state
insurance authorities, to the extent required by the 1940 Act or other
applicable law. The Separate Account may, to the extent permitted by law,
purchase other securities for other policies or permit a conversion between
policies upon request by a Policy Owner.

The Company also reserves the right to establish additional Subaccounts of
the Separate Account, each of which would invest in shares corresponding to a
new Underlying Portfolio or in shares of another investment company having a
specified investment objective. Subject to applicable law and any required
SEC approval, the Company may, in its sole discretion, establish new
Subaccounts or eliminate one or more Subaccounts if marketing needs, tax
considerations or investment conditions warrant. Any new Subaccounts may be
made available to existing Policy Owners on a basis to be determined by the
Company.

Shares of the Underlying Portfolios may be sold to separate accounts of
unaffiliated insurance companies ("shared funding") which issue variable
annuity and variable life policies ("mixed funding"). It is conceivable that
in the future such shared funding

-11-

<PAGE>

or mixed funding may be disadvantageous for variable life Policy Owners or
variable annuity Policy Owners. Although the Company and the Fund do not
currently foresee any such disadvantages to either variable life insurance
Policy Owners or variable annuity Policy Owners, the Company and the trustees
of the Fund intend to monitor events in order to identify any material
conflicts and to determine what action, if any, should be taken in response
thereto.

If any of these substitutions or changes are made, the Company may by
appropriate endorsement change the Policy to reflect the substitution or
change and will notify Policy Owners of all such changes. If the Company
deems it to be in the best interest of Policy Owners, and subject to any
approvals that may be required under applicable law, the Separate Account or
any Subaccount(s) may be operated as a management company under the 1940 Act,
may be deregistered under the 1940 Act if registration is no longer required,
or may be combined with other Subaccounts or other separate accounts of the
Company.
VOTING RIGHTS

The Company will vote Underlying Portfolio shares held by each Subaccount in
accordance with instructions received from Policy Owners and, after Annuity
Date, from the Annuitants. Each person having a voting interest in a
Subaccount will be provided with proxy materials of the Underlying Portfolio
together with a form with which to give voting instructions to the Company.
Shares for which no timely instructions are received will be voted in
proportion to the instructions which are received. The Company will also vote
shares in a Subaccount that it owns and which are not attributable to
Policies in the same proportion. If the 1940 Act or any rules thereunder
should be amended or if the present interpretation of the 1940 Act or such
rules should change, and as a result the Company determines that it is
permitted to vote shares in its own right, whether or not such shares are
attributable to the Policies, the Company reserves the right to do so.

The number of votes which a Policy Owner or Annuitant may cast will be
determined by the Company as of the record date established by the Underlying
Portfolio.

During the accumulation period, the number of Underlying Portfolio shares
attributable to each Policy Owner will be determined by dividing the dollar
value of the Accumulation Units of the Subaccount credited to the Policy by
the net asset value of one Underlying Portfolio share.

During the annuity period, the number of Underlying Portfolio shares
attributable to each Annuitant will be determined by dividing the reserve
held in each Subaccount for the Annuitant's variable annuity by the net asset
value of one Underlying Portfolio share. Ordinarily, the Annuitant's voting
interest in the Underlying Portfolio will decrease as the reserve for the
variable annuity is depleted.

CHARGES AND DEDUCTIONS

Deductions under the Policies and charges against the assets of the
Subaccounts are described below. Other deductions and expenses paid out of
the assets of the Underlying Portfolios are described in the Prospectus and
Statement of Additional Information of the Fund.

A. CONTINGENT DEFERRED SALES CHARGE.

No charge for sales expense is deducted from purchase payments at the time
the payments are made. However, a contingent deferred sales charge is
deducted from the Accumulated Value of the Policy in the case of surrender
and/or partial redemption of the Policy or at the time annuity payments
begin, within certain time limits described below.

For purposes of determining the contingent deferred sales charge, the Policy
Value is divided into three categories: (1) New Payments - purchase payments
received by the Company during the seven years preceding the date of the
surrender; (2) Old Payments - purchase payments not defined as New Payments;
and (3) Earnings - the amount of Policy Value in excess of all purchase
payments that have not been previously surrendered. For purposes of
determining the amount of any contingent deferred sales charge, surrenders
will be deemed to be taken first from Old Payments, then from New Payments.
Old Payments may be withdrawn from the Policy at any time without the
imposition of a contingent deferred sales charge. If a withdrawal is
attributable all or in part to New Payments, a contingent deferred sales
charge may apply.

No contingent deferred sales charge is imposed, and no commissions are paid,
on Policies where the Policy Owner and Annuitant as of the date of
application are both within the following class of individuals:

All employees and registered representatives of any broker-dealer that
has entered into a sales agreement with the Company to sell the
Policies; all officers, directors, trustees and bona fide full-time
employees (including former officers and directors and former employees
who had been employed for at least ten years) of The Pioneer Group,
Inc., their affiliates and subsidiaries, and of any Underlying
Portfolios; and any spouses of the above persons or any children or
other legal dependents of the above persons who are under the age of 21.

Pursuant to Section 11 of the 1940 Act and Rule 11a-2 thereunder, the
contingent deferred sales charge is modified to effect certain exchanges of
annuity contracts for the Policies, as provided in APPENDIX B, "EXCHANGE
OFFER."

CHARGES FOR SURRENDER AND PARTIAL REDEMPTION. If a Policy is surrendered, or
if New Payments are redeemed, while the Policy is in force and before the
Annuity Date, a contingent deferred sales charge may be imposed. The amount
of the charge will depend upon the number of years that the New Payments, if
any, to which the withdrawal is attributed have remained credited under the
Policy. Any Free Withdrawal Amount is deducted first as described below.
Additional amounts withdrawn are deducted first from Old Payments. Then, for
the purpose of calculating surrender charges for New Payments, all amounts
withdrawn are assumed to be deducted first from the earliest New Payment and
then from the next earliest New Payment and so on, until all New Payments
have been exhausted pursuant to the FIFO method of accounting. (See "FEDERAL
TAX CONSIDERATIONS" for a discussion of how withdrawals are treated for
income tax purposes.)
-12-
<PAGE>

The contingent deferred sales charges are as follows:

YEARS FROM CHARGE AS
DATE PERCENTAGE
OF PAYMENT OF NEW
TO PAYMENTS
DATE OF WITHDRAWN
WITHDRAWAL ----------
----------
0-3 7%
4 6%
5 5%
6 4%
7 3%
More than No Charge
7

The amount redeemed equals the amount requested by the Policy Owner plus the
charge, if any, which is applied against the amount requested. For example,
if the applicable charge is 7% and the Policy Owner has requested $200, the
Policy Owner will receive $200 and the charge will be $14 (assuming no Free
Withdrawal Amount, discussed below) for a total withdrawal of $214. The
charge is applied as a percentage of the New Payments redeemed. Such total
charge equals the aggregate of all applicable contingent deferred sales
charges for surrender, partial redemptions, and annuitization.

In Maryland, a different contingent deferred sales charge applies to monies
in the General Account. See "APPENDIX A - MORE INFORMATION ABOUT THE GENERAL
ACCOUNT."

FREE WITHDRAWAL AMOUNTS. In each calendar year, the Company will waive the
contingent deferred sales charge, if any, on an amount ("Free Withdrawal
Amount") equal to the greatest of (1), (2) or (3):

Where (1) is:

The Accumulated Value as of the Valuation Date coincident with or next
following the date of receipt of the request for withdrawal, reduced by
total gross payments not previously redeemed ("Cumulative Earnings").

Where (2) is:

10% of the Accumulated Value as of the Valuation Date coincident with or
next following the date of receipt of the request for withdrawal,
reduced by the total amount of any prior partial redemptions made in the
same calendar year to which no contingent deferred sales charge was
applied.

Where (3) is:

The amount calculated under the Company's life expectancy distribution
(see "LED Distributions," below), whether or not the withdrawal was part
of such distribution (applies only if the Policy Owner and Annuitant are
the same individual).

For example, an 81-year-old Policy Owner/Annuitant with an Accumulated Value
of $15,000, of which $1,000 is Cumulative Earnings, would have a Free
Withdrawal Amount of $1,530, which is equal to the greatest of:

(1) Cumulative Earnings ($1,000);
(2) 10% of Accumulated Value ($1,500);
(3) LED distribution of 10.2% of
Accumulated Value ($1,530).

The Free Withdrawal Amount will first be deducted from Cumulative Earnings.
If the Free Withdrawal Amount exceeds Cumulative Earnings, the excess amount
will be deemed withdrawn from payments not previously redeemed on a
last-in-first-out ("LIFO") basis. If more than one partial withdrawal is made
during the year, on each subsequent withdrawal the Company will waive the
contingent deferred sales charge, if any, until the entire Free Withdrawal
Amount has been redeemed.

LED DISTRIBUTIONS. A Policy Owner who is also the Annuitant may elect to make
a series of systematic withdrawals from the Policy according to a life
expectancy distribution ("LED"), by returning a properly signed LED request
form to the Company's Principal Office. The LED permits the Policy Owner to
make systematic withdrawals from the Policy over his or her lifetime. The
amount withdrawn from the Policy changes each year, because life expectancy
changes each year that a person lives. For example, actuarial tables indicate
that a person age 70 has a life expectancy of 16 years, but a person who
attains age 86 has a life expectancy of another 6.5 years.

If a Policy Owner elects the LED, in each policy year a fraction of the
Accumulated Value is withdrawn from the Policy based on the Policy Owner's
then life expectancy. The numerator of the fraction is 1 (one) and the
denominator of the fraction is the remaining life expectancy of the Policy
Owner, as determined annually by the Company. The resulting fraction,
expressed as a percentage, is applied to the Accumulated Value of the Policy
at the beginning of the year to determine the amount to be distributed during
the year. The Policy Owner may elect monthly, bimonthly, quarterly,
semiannual, or annual distributions, and may terminate the LED at any time.
The Policy Owner may also elect to receive distributions under an LED which
is determined on the joint life expectancy of the Policy Owner and a
beneficiary. The Company may also offer other systematic withdrawal options.

If a Policy Owner makes withdrawals under the LED distribution prior to age
59-1/2, the withdrawals may be treated by the IRS as premature distributions
from the Policy. The payments would then be taxed on an "income first" basis,
and be subject to a 10% federal tax penalty. For more information, see
"FEDERAL TAX CONSIDERATIONS, B. Taxation of the Policies in General."

SURRENDERS. In the case of a complete surrender, the amount received by the
Policy Owner is equal to the entire Accumulated Value under the Policy, net
of the applicable contingent deferred sales charge on New Payments, the
Policy Fee, and any tax withholding, if applicable. Subject to the same rules
that are applicable to partial redemptions, the Company will not assess a
contingent deferred sales charge on a Free Withdrawal Amount. Because Old
Payments count in the calculation of the Free Withdrawal Amount, if Old
Payments equal or exceed the Free Withdrawal Amount, the Company may assess
the full applicable contingent deferred sales charge on New Payments.

Where a Policy Owner who is trustee under a pension plan surrenders, in whole
or in part, a Policy on a terminating employee, the Trustee will be permitted
to reallocate all or a part of the total

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<PAGE>

Accumulated Value under the Policy to other policies issued by the Company
and owned by the Trustee, with no deduction for any otherwise applicable
contingent deferred sales charge. Any such reallocation will be at the unit
values for the Subaccounts as of the valuation date on which a written,
signed request is received at the Company's Principal Office.

For further information on surrender and partial redemption, including
minimum limits on amount redeemed and amount remaining under the Policy in
the case of partial redemption, and important tax considerations, see
"Surrender" and "Partial Redemption" under "THE VARIABLE ANNUITY POLICIES,"
and see "FEDERAL TAX CONSIDERATIONS."

CHARGE AT THE TIME ANNUITY PAYMENTS BEGIN. If a period certain option is
chosen (Option V or the comparable fixed annuity option), a contingent
deferred sales charge will be deducted from the Accumulated Value of the
Policy if the Annuity Date occurs at any time during the surrender charge
period. Such charge is the same as that which would apply had the policy been
surrendered on the Annuity Date.

No contingent deferred sales charge is imposed at the time of annuitization
in any policy year under an option involving a life contingency (Options I,
II, III, IV-A, IV-B or the comparable fixed annuity options) or involving a
non-commutable period certain of a duration of ten years or more.

SALES EXPENSE. Commissions on the Policies are paid by the Company and do not
result in any additional charge to Policy Owners or to the Separate Account.
Commissions not to exceed 6% of purchase payments will be paid to entities
which sell the Policies. In addition, expense reimbursement allowances may
be paid. Additional payments may be made for other services not directly
related to the sale of the Policies, including the recruitment and training
of personnel, production of promotional literature, and similar services.

The Company intends to recoup the commissions and other sales expenses
through a combination of anticipated contingent deferred sales charges,
described above, and the investment earnings on amounts allocated to
accumulate on a fixed basis in excess of the interest credited on fixed
accumulations by the Company. Any contingent deferred sales charges assessed
on a Policy will be retained by the Company. Alternative commission schedules
are available with lower initial commission amounts based on purchase
payments, plus ongoing annual compensation of up to 1% of contract value.

B. PREMIUM TAXES.
Some states and municipalities impose a premium tax on variable annuity
policies. State premium taxes currently range up to 3.5%.

The Company makes a charge for state and municipal premium taxes, when
applicable, and deducts the amount paid as a premium tax charge. The current
practice of the Company is to deduct the premium tax charge in one of two
ways:

(1) if the premium tax was paid by the Company when purchase payments were
received, to the extent permitted in the Policy the premium tax charge
is deducted on a pro rata basis when partial withdrawals are made, upon
surrender of the Policy, or when annuity payments begin (the Company
reserves the right instead to deduct the premium tax charge for these
Policies at the time the purchase payments are received); or

(2) the premium tax charge is deducted when annuity payments begin.

If no amount for premium tax was deducted at the time the purchase payment
was received, but subsequently tax is determined to be due prior to the
Annuity Date, the Company reserves the right to deduct the premium tax from
the Policy value at the time such determination is made.

C. POLICY FEE.
A $30 Policy Fee currently is deducted on the policy anniversary date and
upon full surrender of the Policy when the Accumulated Value is $50,000 or
less. The Policy Fee is not deducted after annuitization. The Policy Fee is
currently waived for policies issued to and maintained by a Trustee of a
401(k) plan, but the Company reserves the right to impose the Policy Fee on
such policies.

Where policy value has been allocated to more than one account (General
Account and/or one or more of the Subaccounts), a percentage of the total
Policy Fee will be deducted from the Policy Value in each account. The
portion of the charge deducted from each account will be equal to the
percentage which the Policy Value in that account represents of the total
Accumulated Value under the Policy. The deduction of the Policy Fee will
result in cancellation of a number of Accumulation Units equal in value to
the percentage of the charge deducted from that account.

D. SEPARATE ACCOUNT ANNUAL CHARGES.
MORTALITY AND EXPENSE RISK CHARGE. The Company makes a charge of 1.25% on an
annual basis of the daily value of each Subaccount's assets to cover the
mortality and expense risk which the Company assumes in relation to the
variable portion of the Policies. The charge is imposed during both the
accumulation period and the annuity period. The mortality risk arises from
the Company's special death benefit guarantee and its guarantee that it will
make annuity payments in accordance with annuity rate provisions established
at the time the Policy is issued for the life of the Annuitant (or in
accordance with the annuity option selected), no matter how long the
Annuitant (or other payee) lives and no matter how long all Annuitants as a
class live. Therefore, the mortality charge is deducted during the annuity
phase on all contracts, including those that do not involve a life
contingency, even though the Company does not bear direct mortality risk with
respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Policies and in
this Prospectus.

If the charge for mortality and expense risks is not sufficient to cover
actual mortality experience and expenses, the Company will absorb the losses.
If expenses are less than the amounts provided to the Company by the charge,
the difference will be a profit to the Company. To the extent this charge
results in a profit to the Company, such profit will be available for use by
the Company for, among other things, the payment of distribution, sales and
other expenses.

Since mortality and expense risks involve future contingencies which are not
subject to precise determination in advance, it is not feasible to identify
specifically the portion of the charge which is applicable to each. The
Company estimates that a reasonable allocation might be .80% for mortality
risk and .45% for expense risk.

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ADMINISTRATIVE EXPENSE CHARGE - The Company assesses each Subaccount
available under the Policies with a daily charge at an annual rate of 0.15%
of the average daily net assets of the Subaccount. The charge is imposed
during both the accumulation period and the annuity period. The daily
Administrative Expense Charge is assessed to help defray administrative
expenses actually incurred in the administration of the Subaccount, without
profits. There is no direct relationship between the amount of administrative
expenses imposed on a given policy and the amount of expenses actually
attributable to that policy.

Deductions for the Policy Fee (described under C. POLICY FEE) and for the
Administrative Expense Charge are designed to reimburse the Company for the
cost of administration and related expenses and are not expected to be a
source of profit. The administrative functions and expense assumed by the
Company in connection with the Separate Account and the Policies include, but
are not limited to, clerical, accounting, actuarial and legal services, rent,
postage, telephone, office equipment and supplies, expenses of preparing and
printing registration statements, expense of preparing and typesetting
prospectuses and the cost of printing prospectuses not allocable to sales
expense, filing and other fees.

TRANSFER CHARGE - The Company currently makes no charge for transfers. The
Company guarantees that the first twelve transfers in a Policy Year will be
free of charge, but reserves the right to assess a charge, guaranteed never
to exceed $25, for the thirteenth and each subsequent transfer in a Policy
Year.

The Policy Owner may have automatic transfers of at least $100 a month made
on a periodic basis (a) from the Company's General Account, Subaccount 257
(which invests in the Money Market Portfolio) or Subaccount 256 (which
invests in the America Income Portfolio) to one or more of the other
Subaccounts, or (b) in order to reallocate Policy Value among the
Subaccounts. The first automatic transfer counts as one transfer towards the
twelve transfers which are guaranteed to be free in each policy year. For
more information, see "The Policy Transfer Privilege."

OTHER CHARGES - Because the Subaccounts purchase shares of the Fund, the
value of the net assets of the Subaccounts will reflect the investment
advisory fee and other expenses incurred by the Underlying Portfolios. The
Prospectus and Statement of Additional Information of the Fund contain
additional information concerning expenses of the Underlying Portfolios.

THE VARIABLE ANNUITY POLICIES

The Policies are designed for use in connection with several types of
retirement plans as well as for sale to individuals. Participants under such
plans, as well as Policy Owners, and beneficiaries, are cautioned that the
rights of any person to any benefits under such Policies may be subject to
the terms and conditions of the plans themselves, regardless of the terms and
conditions of the Policies.

The Policies offered by the Prospectus may be purchased from broker-dealers
that are registered under the Securities Exchange Act of 1934 and are members
of the National Association of Securities Dealers, Inc. (NASD), including
Allmerica Investments, Inc., the principal underwriter of the Policies.
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts,
01653, is an indirect wholly-owned subsidiary of First Allmerica.

Policy Owners may direct inquiries to Annuity Customer Services, Allmerica
Financial Life Insurance and Annuity Company, 440 Lincoln Street, Worcester,
Massachusetts 01653.

A. PURCHASE PAYMENTS.
Purchase payments are payable to the Company. The initial payment will be
credited to the Policy as of the date that the properly completed application
which accompanies the payment is received by the Company at its principal
office. If an application is incomplete, or does not specify how payments are
to be allocated among the Accounts, the initial purchase payment will be
returned within five business days. After a policy is issued, Accumulation
Units will be credited to the Policy at the unit value computed as of the
Valuation Date that a purchase payment is received at the Company's principal
office.

Purchase payments are not limited as to frequency and number, but there are
certain limitations as to amount. Generally, the initial payment must be at
least $600. Under a salary deduction or a monthly automatic payment plan, the
minimum initial payment is $50. In all cases, each subsequent payment must be
at least $50. Where the contribution on behalf of an employee under an
employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Policy on the employee, if the plan's
average annual contribution per eligible plan participant is at least $600.
Total payments may not exceed the maximum limit specified in the Policy. If
the payments are divided among two or more accounts, a net amount of at least
$10 of each payment must be allocated to each account.

Generally, payments will be allocated among the Subaccounts according to the
Policy Owner's instructions when the Policy is issued. However, if the Policy
is issued in Georgia, Indiana, Michigan, Missouri, North Carolina,
Oklahoma, South Carolina, Texas, Utah, Washington, West Virginia or in
connection with an IRA, for the first 14 days following the date of issue,
all Separate Account allocations will be held in Subaccount 257 (the Money
Market Portfolio). Thereafter, all amounts will be allocated
according to the Policy Owner's instructions. The Policy Owner may change
allocation instructions for new payments pursuant to written or telephone
request. If telephone requests are elected by the Policy Owner, a properly
completed authorization form must be on file before telephone requests will
be honored. The policy of the Company and its agents and affiliates is that
they will not be responsible for losses resulting from acting upon telephone
requests reasonably believed to be genuine. The Company will employ
reasonable procedures to confirm that instructions communicated by telephone
are genuine; otherwise, the Company may be liable for any losses due to
unauthorized or fraudulent instructions. The procedures the Company follows
for transactions initiated by telephone include requirements that callers on
behalf of a Policy Owner identify themselves by name and identify the
Annuitant by name, date of birth and social security number. All transfer
instructions by telephone are tape recorded.

B. TRANSFER PRIVILEGE.
At any time prior to the Annuity Date, subject to the Company's then current
rules, a Policy Owner may have amounts transferred among the Subaccounts or
between a Subaccount and the General Account, where available. Transfer
values will be effected at the Accumulation Value next computed after receipt
of the transfer order. The Company will make transfers pursuant to written or
telephone request. As discussed in "A. Purchase Payments," a properly
completed authorization form must be on file before

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<PAGE>

telephone requests will be honored.

Except in New York and Texas, automatic transfers may also be made from
policy value allocated to the Company's General Account (a) to one or more of
the Subaccounts or (b) in order to reallocate Policy value among the
Subaccounts. Automatic transfers from the General Account may be made on a
monthly, bimonthly, or quarterly basis, provided that: (i) the amount of each
monthly transfer cannot exceed 10% of policy value in the General Account as
of the date of the first transfer; (ii) each bimonthly transfer cannot exceed
20% of policy value in the General Account as of the date of the first
transfer; (iii) each quarterly transfer cannot exceed 25% of policy value in
the General Account as of the date of the first transfer. No other transfers
are permitted from the General Account except during the 30-day period
beginning on each policy anniversary. During that 30 day annual "window"
period, any amount (up to 100%) of policy value in the General Account may be
transferred.

In New York and Texas, the first two sentences of the above are added as the
third paragraph under the caption.

The Policy Owner may have automatic transfers of at least $100 made on a
periodic basis from the Company's General Account, from Subaccount 257
(which invests in the Money Market Portfolio), or from Subaccount 256 (which
invests in the America Income Portfolio) to one or more of the other
Subaccounts, or (b) in order to reallocate Policy Value among the
Subaccounts. Automatic transfers from the Subaccounts may be made on a
monthly, bimonthly, quarterly, semiannual or annual schedule.

Automatic transfers from the Company's General Account may be made on a
monthly, bimonthly, or quarterly basis, provided that: (i) the amount of each
monthly transfer cannot exceed 10% of policy value in the General Account as
of the date of the first transfer; (ii) each bimonthly transfer cannot exceed
20% of policy value in the General Account as of the date of the first
transfer; (iii) each quarterly transfer cannot exceed 25% of policy value in
the General Account as of the date of the first transfer. The first
automatic transfer counts as one transfer towards the twelve transfers which
are guaranteed to be free in each Policy year.

Except in Texas, no other transfers are permitted from the General Account
except during the 30-day period beginning on each policy anniversary. During
that 30 day annual "window" period, any amount (up to 100%) of policy value
in the General Account may be transferred. In Texas, transfers involving the
General Account are also permitted if: (a) there has been at least a
ninety (90) day period since the last transfer from the General Account; and
(b) the amount transferred from the General Account in each transfer does
not exceed the lesser of $100,000 or 25% of the Accumulated Value under the
Policy.

These rules are subject to change by the Company.

GENERAL. The transfer privilege is subject to the consent of the Company. The
Company reserves the right to impose limitations on transfers including, but
not limited to:

(1) the minimum amount that may be transferred, (2) the minimum amount that
may remain in a Subaccount following a transfer from that Subaccount, (3) the
minimum period of time between transfers involving the General Account, and
(4) the maximum amount that may be transferred each time from the General
Account.

Currently, the Company makes no charge for transfers. The first twelve
transfers in a Policy year are guaranteed to be free of any charge. For the
thirteenth and each subsequent transfer in a Policy year the Company reserves
the right to assess a charge, guaranteed never to exceed $25, to reimburse it
for the expense of processing transfers.

C. SURRENDER.
At any time prior to the Annuity Date, a Policy Owner may surrender the
Policy and receive its Accumulated Value, less applicable charges ("Surrender
Amount"). The Policy Owner must return the Policy and a signed, written
request for surrender, satisfactory to the Company, to the Company's
Principal Office. The amount payable to the Policy Owner upon surrender will
be based on the Accumulated Value of the Policy as of the Valuation Date on
which the request and the Policy are received at the Company's Principal
Office.

Before the Annuity Date, a contingent deferred sales charge may be deducted
when a Policy is surrendered if payments have been credited to the policy
during the last seven full policy years. See "CHARGES AND DEDUCTIONS." The
Policy Fee will be deducted upon surrender of the Policy.

After the Annuity Date, only Policies under which future annuity payments are
limited to a specified period (as specified in Annuity Option V) may be
surrendered. The Surrender Amount is the commuted value of any unpaid
installments, computed on the basis of the assumed interest rate incorporated
in such annuity payments. No contingent deferred sales charge is imposed
after the Annuity Date.

Any amount surrendered is normally payable within seven days following the
Company's receipt of the surrender request. The Company reserves the right to
defer surrenders and partial redemptions of amounts in each Subaccount during
any period in which (1) trading on the New York Stock Exchange is restricted
as determined by the SEC or such Exchange is closed for other than weekends
and holidays, (2) the SEC has by order permitted such suspension, or (3) an
emergency, as determined by the SEC, exists such that disposal of portfolio
securities or valuation of assets of each Separate Account is not reasonably
practicable.

The right is reserved by the Company to defer surrenders and partial
redemptions of amounts allocated to the Company's General Account for a
period not to exceed six months.

The surrender rights of Policy Owners who are participants under Section
403(b) plans or who are participants in the Texas Optional Retirement Program
(Texas ORP) are restricted; see "FEDERAL TAX CONSIDERATIONS," "I. Public
School Systems and Certain Tax Exempt Organizations" and "J. Texas Optional
Retirement Program."

For important tax consequences which may result from surrender, see "FEDERAL
TAX CONSIDERATIONS."

D. PARTIAL REDEMPTION.
At any time prior to the Annuity Date, a Policy Owner may redeem a portion of
the Accumulated Value of his or her Policy, subject to the limits stated
below. The Policy Owner must file a signed, written request for redemption,
satisfactory to the Company, at the Company's Principal Office. The written
request must indicate the dollar amount the Policy Owner wishes to receive
and the account from which such amount is to be redeemed. The amount redeemed
equals the amount requested by the Policy Owner plus any

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<PAGE>

applicable contingent deferred sales charge, as described under "CHARGES AND
DEDUCTIONS."

Where allocations have been made to more than one account, a percentage of
the partial redemption may be allocated to each such account. A partial
redemption from a Subaccount will result in cancellation of a number of units
equivalent in value to the amount redeemed, computed as of the Valuation Date
that the request is received at the Company's Principal Office.

Each partial redemption must be in a minimum amount of $100. No partial
redemption will be permitted if the Accumulated Value remaining under the
Policy would be reduced to less than $1,000. Partial redemptions will be paid
in accordance with the time limitations described under "Surrender."

After the Annuity Date, only Policies under which future variable annuity
payments are limited to a specified period may be partially redeemed. A
partial redemption after the Annuity Date will result in cancellation of a
number of Annuity Units equivalent in value to the amount redeemed.

For important restrictions on withdrawals which are applicable to Policy
Owners who are participants under Section 403(b) plans or under the Texas
ORP, see "FEDERAL TAX CONSIDERATIONS," "I. Public School Systems and Certain
Tax Exempt Organizations" and "J. Texas Optional Retirement Program."

For important tax consequences which may result from partial redemptions, see
"FEDERAL TAX CONSIDERATIONS."

E. DEATH BENEFIT.
If the Annuitant dies (or a Policy Owner predeceases the Annuitant) prior to
the Annuity Date while the Policy is in force, a death benefit will be paid
to the beneficiary, except where the Policy continues as provided in "F. The
Spouse of the Policy Owner as Beneficiary". Upon death of the Annuitant
(including a Policy Owner who is also the Annuitant), the death benefit is
equal to the greatest of (a) the Accumulated Value under the Policy next
determined following receipt of due proof of death at the Principal Office,
or (b) the total amount of gross payment(s) made under the Policy reduced
proportionally to reflect the amount of all prior partial withdrawals, or (c)
the death benefit that would have been payable on the most recent fifth year
Policy anniversary, increased for subsequent purchase payments and reduced
proportionally to reflect withdrawals after that date.

A partial withdrawal will reduce the gross payments available as a death
benefit under (b) in the same proportion that the Accumulated Value was
reduced on the date of withdrawal. For each withdrawal, the reduction is
calculated by multiplying the total amount of gross payments by a fraction,
the numerator of which is the amount of the partial withdrawal and the
denominator of which is the Accumulated Value immediately prior to the
withdrawal. For example, if gross payments total $8,000 and a $3,000
withdrawal is made when the Accumulated Value is $12,000, the proportional
reduction of gross payments available as a death benefit is calculated as
follows: The Accumulated Value is reduced by 1/4 (3,000 divided by 12,000);
therefore, the gross amount available as a death benefit under (b) will also
be reduced by 1/4 (8,000 times 1/4 equals $2,000), so that the $8,000 gross
payments are reduced to $6,000. Payments made after a withdrawal will
increase the death benefit available under (b) by the amount of the payment.

A partial withdrawal after the most recent fifth year Policy anniversary will
decrease the death benefit available under (c) in the same proportion that
the Accumulated Value was reduced on the date of the withdrawal. For example,
if the death benefit that would have been payable on the most recent fifth
year Policy anniversary is $12,000 and partial withdrawals totaling $5,000
are made thereafter when the Accumulated Value is $15,000, the proportional
reduction of death benefit available under (c) is calculated as follows: The
Accumulated Value is reduced by 1/3 (5,000 divided by 15,000); therefore, the
death benefit that would have been payable on the most recent fifth year
Policy anniversary will also be reduced by 1/3 (12,000 times 1/3 or $4,000),
so that the death benefit available under (c) will be $8,000 ($12,000 minus
$4,000). Payments made after the most recent fifth year Policy anniversary
will increase the death benefit available under (c) by the amount of the
payment. Upon death of a Policy Owner who is not the Annuitant, the death
benefit is equal to the Accumulated Value of the Policy next determined
following receipt of due proof of death received at the Company's Principal
Office.

The death benefit generally will be paid to the beneficiary in one sum.
However, the beneficiary may, by written request, elect one of the following
options:

(1) The payment of the one sum may be delayed for a period not to
exceed five years from the date of death.

(2) The death benefit may be paid in installments. Payments must
begin within one year from the date of death, and are payable
over a period certain not extended beyond the life expectancy
of the beneficiary.

(3) All or a portion of the death benefit may be used to provide a
life annuity for the beneficiary. Benefits must begin within
one year from the date of death and are payable over a period
not extended beyond the life expectancy of the beneficiary. Any
annuity benefits will be provided in accordance with the
annuity options of the Policy.

If there is more than one beneficiary, the death benefit will be paid to such
beneficiaries in one sum unless the Company consents to pay an annuity option
chosen by the beneficiaries.

With respect to any death benefit, the Accumulated Value under the Policy
shall be based on the unit values next computed after due proof of death has
been received at the Company's principal office. If the beneficiary elects to
receive the death benefit in one sum, the death benefit will be paid within
seven business days. If the beneficiary (other than a spousal beneficiary of
an IRA, See "F. The Spouse of the Policy Owner as Beneficiary," below) has
not elected an annuity option within one year from the date notice of death
is received by the Company, the Company will pay the death benefit in one
sum. The death benefit will reflect any earnings or losses experienced during
the period and any withdrawals.

If the Annuitant's death occurs on or after the Annuity Date but before the
completion of all guaranteed monthly annuity payments, any unpaid amounts or
installments will be paid to the beneficiary. The Company must pay the
remaining payments at least as rapidly as under the payment option in effect
on the date of the Annuitant's death. If there is more than one beneficiary,
the commuted value of the payments, computed on the basis of the assumed
interest rate incorporated in the annuity option table on which such payments
are based, shall be paid to the beneficiaries in one sum.

F. THE SPOUSE OF THE POLICY OWNER AS BENEFICIARY.
If the Policy Owner's spouse is named as beneficiary ("spousal

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beneficiary") and if the Policy Owner dies (and predeceases the Annuitant if
such Policy Owner is not the Annuitant) prior to the Annuity Date while the
Policy is in force, at the written request of the spousal beneficiary the
death benefit will not be paid and the spousal beneficiary will become the
new Policy Owner (and, if the deceased Owner was also the Annuitant, the new
Annuitant). All other rights and benefits provided in the Policy will
continue, except that any subsequent spouse of such new Policy Owner will not
be entitled to continue the Policy upon such new Policy Owner's death.

G. ASSIGNMENT.
The Policy may be assigned by the Policy Owner at any time prior to the
Annuity Date and while the Annuitant is alive. However, Policies sold in
connection with IRA plans and certain other qualified plans are not assignable.
Assignability of a Policy issued in connection with an HR-10 Plan may be
restricted. For more information about these plans, see "FEDERAL TAX
CONSIDERATIONS."

The Company will not be deemed to have knowledge of an assignment unless it
is made in writing and filed at the Company's Principal Office. The Company
will not assume responsibility for determining the validity of any
assignment. If an assignment of the Policy is in effect on the Annuity Date,
the Company reserves the right to pay to the assignee, in one sum, that
portion of the Surrender Value of the Policy to which the assignee appears to
be entitled. The Company will pay the balance, if any, in one sum to the
Policy Owner in full settlement of all liability under the Policy. The
interest of the Policy Owner and of any beneficiary will be subject to any
assignment.

H. ELECTING THE FORM OF ANNUITY AND ANNUITY DATE.
Subject to certain restrictions described below, the Policy Owner has the
right (1) to select the annuity option under which annuity payments are to be
made, and (2) to determine whether payments are to be made on a fixed basis,
a variable basis, or a combination fixed and variable basis. Annuity payments
are determined according to the annuity tables in the Policy, by the annuity
option selected, and by the investment performance of the Account(s) selected.

To the extent a fixed annuity is selected, Accumulated Value will be
transferred to the General Account of the Company, and the annuity payments
will be fixed in amount. See APPENDIX A, "MORE INFORMATION ABOUT THE GENERAL
ACCOUNT."

Under a variable annuity, a payment equal to the value of the fixed number of
Annuity Units in the Subaccount(s) is made each month. Since the value of an
Annuity Unit in a Subaccount will reflect the investment performance of the
Subaccount, the amount of each monthly payment will vary.

The annuity option selected must produce an initial payment of at least $50.
If a combination of fixed and variable payments is selected, the initial
payment on each basis must be at least $50. The Company reserves the right to
increase these minimum amounts. If the annuity option(s) selected does not
produce initial payments which meet these minimums, the Company will pay the
Accumulated Value in one sum. Once the Company begins making annuity
payments, the Annuitant cannot make partial redemptions or surrender the
annuity benefit, except in the case where future annuity payments are limited
to a "period certain" (only under Option V or a comparable fixed option).
Only beneficiaries entitled to receive remaining payments for a "period
certain" may elect to instead receive a lump sum settlement.

The Annuity Date is selected by the Policy Owner. To the extent permitted in
your state, the Annuity Date may be the first day of any month (a) before the
Annuitant's 85th birthday, if the Annuitant's age at the date of issue of the
Policy is 75 or under, or (b) within 10 years from the date of issue of the
Policy and before the Annuitant's 90th birthday, if the Annuitant's age at
the date of issue is between 76 and 90. The Policy Owner may elect to change
the Annuity Date by sending a request to the Company's Principal Office at
least one month before the new Annuity Date. The new Annuity Date must be the
first day of any month occurring before the Annuitant's 90th birthday. The
new Annuity Date must be within the life expectancy of the Annuitant. The
Company shall determine such life expectancy at the time a change in Annuity
Date is requested. The Internal Revenue Code and the terms of qualified plans
impose limitations on the age at which annuity payments may commence and the
type of annuity option selected. See "FEDERAL TAX CONSIDERATIONS" for further
information.

If the Policy Owner does not elect otherwise, annuity payments will be made
in accordance with Option I, a variable life annuity with 120 monthly
payments guaranteed. Changes in either the Annuity Date or annuity option can
be made up to one month prior to the Annuity Date.

I. DESCRIPTION OF VARIABLE ANNUITY OPTIONS.
The Company currently provides the variable annuity options described below.
Variable annuity options may be funded through the Capital Growth Portfolio,
the Equity-Income Portfolio and the America Income Portfolio.

The Company also provides fixed-amount annuity options which are comparable
to the variable annuity options. Regardless of how payments were allocated
during the accumulation period, any one of the variable annuity options or
the fixed-amount options may be selected, or any one of the variable annuity
options may be selected in combination with any one of the fixed-amount
annuity options. Other annuity options may be offered by the Company.

OPTION I--Variable Life Annuity with 120 Monthly Payments Guaranteed A
variable annuity payable monthly during the lifetime of the payee with the
guarantee that if the payee should die before 120 monthly payments have been
paid, the monthly annuity payments will continue to the beneficiary until a
total of 120 monthly payments have been paid.

OPTION II--Variable Life Annuity
A variable annuity payable monthly only during the lifetime of the payee. It
would be possible under this option for the Annuitant to receive only one
annuity payment if the Annuitant dies prior to the due date of the second
annuity payment, two annuity payments if the Annuitant dies before the due
date of the third annuity payment, and so on. However, payments will continue
during the lifetime of the payee, no matter how long the payee lives.

OPTION III--Unit Refund Variable Life Annuity
A variable annuity payable monthly during the lifetime of the payee with the
guarantee that if (1) exceeds (2) then monthly variable annuity payments will
continue to the beneficiary until the number of such payments equals the
number determined in (1).

Where: (1) is the dollar amount of the Accumulated Value divided
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by the dollar amount of the first monthly payment (which
determines the greatest number of payments payable to the
beneficiary), and

(2) is the number of monthly payments paid prior to the death
of the payee,

OPTION IV-A--Joint and Survivor Variable Life Annuity
A monthly variable annuity payable jointly to two payees during their joint
lifetime, and then continuing during the lifetime of the survivor. The amount
of each payment to the survivor is based on the same number of Annuity Units
which applied during the joint lifetime of the two payees. One of the payees
must be either the person designated as the Annuitant in the Policy or the
beneficiary. There is no minimum number of payments under this option. See
Option IV-B, below.

OPTION IV-B--Joint and Two-thirds Survivor Variable Life Annuity
A monthly variable annuity payable jointly to two payees during their joint
lifetime, and then continuing thereafter during the lifetime of the survivor.
However, the amount of each monthly payment to the survivor is based upon
two-thirds of the number of Annuity Units which applied during the joint
lifetime of the two payees. One of the payees must be the person designated
as the Annuitant in the Policy or the beneficiary. There is no minimum number
of payments under this option. See Option IV-A, above.

OPTION V--Period Certain Variable Annuity
A monthly variable annuity payable for a stipulated number of from one to
thirty years.

Option V does not involve a life contingency. In the computation of the
payments under this option, the charge for annuity rate guarantees, which
includes a factor for mortality risks, is made. Although not contractually
required to do so, the Company currently follows a practice of permitting
persons receiving payments under Option V to elect to convert to a variable
annuity involving a life contingency. The Company may discontinue or change
this practice at any time, but not with respect to Policy Owners who have
elected Option V prior to the date of any change in this practice. See
"FEDERAL TAX CONSIDERATIONS" for a discussion of the possible adverse tax
consequences of selecting Option V.

J. NORRIS DECISION.
In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States
Supreme Court ruled that, in connection with retirement benefit options
offered under certain employer-sponsored employee benefit plans, annuity
options based on sex-distinct actuarial tables are not permissible under
Title VII of the Civil Rights Act of 1964. The ruling requires that benefits
derived from contributions paid into a plan after August 1, 1983 be
calculated without regard to the sex of the employee. Annuity benefits
attributable to payments received by the Company under a policy issued in
connection with an employer-sponsored benefit plan affected by the Norris
decision will be based on the greater of (1) the Company's unisex
Non-Guaranteed Current Annuity Option Rates or (2) the guaranteed male rates
described in such Policy, regardless of whether the Annuitant is male or
female.

Although the Company believes that the Supreme Court ruling does not affect
Policies funding IRA plans that are not employer-sponsored, the Company will
apply certain aspects of the ruling to annuity benefits under such Policies,
except in those states in which it is prohibited. Such benefits will be based
on (1) the greater of the guaranteed unisex annuity rates described in the
Policies or (2) the Company's sex-distinct Non-Guaranteed Current Annuity
Option Rates.

K. COMPUTATION OF POLICY VALUES
AND ANNUITY PAYMENTS.
THE ACCUMULATION UNIT. Each net purchase payment is allocated to the
account(s) selected by the Policy Owner. Allocations to the Subaccounts are
credited to the Policy in the form of Accumulation Units. Accumulation Units
are credited separately for each Subaccount. The number of Accumulation Units
of each Subaccount credited to the Policy is equal to the portion of the net
purchase payment allocated to the Subaccount, divided by the dollar value of
the applicable Accumulation Unit as of the Valuation Date the payment is
received at the Company's Principal Office. The number of Accumulation Units
resulting from each payment will remain fixed unless changed by a subsequent
split of Accumulation Unit value, a transfer, a partial redemption, or
surrender. The dollar value of an Accumulation Unit of each Subaccount varies
from Valuation Date to Valuation Date based on the investment experience of
that Subaccount and will reflect the investment performance, expenses and
charges of its Underlying Portfolio. The value of an Accumulation Unit was
set at $1.00 on the first Valuation Date for each Subaccount.

Allocations to the General Account are not converted into Accumulation Units,
but are credited interest at a rate periodically set by the Company. See
APPENDIX A, "MORE INFORMATION ABOUT THE GENERAL ACCOUNT."

The Accumulated Value under the Policy is determined by (1) multiplying the
number of Accumulation Units in each Subaccount by the value of an
Accumulation Unit of that Subaccount on the Valuation Date, (2) adding the
products, and (3) adding the amount of the accumulations in the General
Account, if any.

ADJUSTED GROSS INVESTMENT RATE. At each Valuation Date an adjusted gross
investment rate for each Subaccount for the Valuation Period then ended is
determined from the investment performance of that Subaccount. Such rate is
(1) the investment income of that Subaccount for the Valuation Period, plus
capital gains and minus capital losses of that Subaccount for the Valuation
Period, whether realized or unrealized, adjusted for provisions made for
taxes, if any, divided by (2) the amount of that Subaccount's assets at the
beginning of the Valuation Period. The adjusted gross investment rate may be
either positive or negative.

NET INVESTMENT RATE AND NET INVESTMENT FACTOR. The net investment rate for a
Subaccount's variable accumulations for any Valuation Period is equal to the
adjusted gross investment rate of the Subaccount for such Valuation Period
decreased by the equivalent for such period of a charge equal to 1.40% per
annum. This charge cannot be increased.

The net investment factor is 1.000000 plus the applicable net investment rate.

The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor.

For an illustration of Accumulation Unit calculation using a hypothetical
example see "ANNUITY PAYMENTS" in the Statement of Additional Information.

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THE ANNUITY UNIT. On and after the Annuity Date the Annuity Unit is a measure
of the value of the Annuitant's monthly annuity payments under a variable
annuity option. The value of an Annuity Unit in each Subaccount initially was
set at $1.00. The value of an Annuity Unit under a Subaccount on any
Valuation Date thereafter is equal to the value of such unit on the
immediately preceding Valuation Date, multiplied by the product of (1) the
net investment factor of the Subaccount for the current Valuation Period and
(2) a factor to adjust benefits to neutralize the assumed interest rate. The
assumed interest rate, discussed below, is incorporated in the variable
annuity options offered in the Policy.

DETERMINATION OF THE FIRST AND SUBSEQUENT ANNUITY PAYMENTS. The first monthly
annuity payment is based upon the Accumulated Value as of a date not more
than four weeks preceding the date the first annuity payment is due.
Currently, variable annuity payments are made on the first of the month based
on unit values as of the 15th day of the preceding month.

The Policy provides annuity rates which determine the dollar amount of the
first monthly payment under each form of annuity for each $1,000 of applied
value (Accumulated Value applied under a specific annuity option to provide
annuity income payments, minus any applicable premium tax). The annuity rates
in the Policy are based on a modification of the 1983 Table on rates.

The amount of the first monthly payment depends upon the form of annuity
selected, the sex (however, see "J. Norris Decision") and age of the
Annuitant and the value of the amount applied under the annuity option. The
variable annuity options offered by the Company are based on a 3-1/2% assumed
interest rate. Variable payments are affected by the assumed interest rate
used in calculating the annuity option rates. Variable annuity payments will
increase over periods when the actual net investment result of the
Subaccount(s) funding the annuity exceeds the equivalent of the assumed
interest rate for the period. Variable Annuity Payments will decrease over
periods when the actual net investment result of the respective Subaccount is
less than the equivalent of the assumed interest rate for the period.

The dollar amount of the first monthly annuity payment under a life
contingency or a noncommutable period option of at least a ten year option is
determined by multiplying (1) the Accumulated Value applied under that option
(after deduction for applicable contingent deferred sales charge and premium
tax, if any) divided by $1,000, by (2) the applicable amount of the first
monthly payment per $1,000 of value. For any commutable period certain
options and for noncommutable period certain options the Surrender Value less
any premium tax is applied. The dollar amount of the first monthly variable
annuity payment is then divided by the value of an Annuity Unit of the
selected Subaccount(s) to determine the number of Annuity Units represented
by the first payment. This number of Annuity Units remains fixed under all
annuity options except the joint and two-thirds survivor annuity option. In
each subsequent month, the dollar amount of the variable annuity payment is
determined by multiplying this fixed number of Annuity Units by the value of
an Annuity Unit on the applicable Valuation Date.

After the first payment, the dollar amount of each monthly variable annuity
payment will vary with subsequent variations in the value of the Annuity Unit
of the selected Subaccount(s). The dollar amount of each fixed amount monthly
annuity payment is fixed and will not change, except under the joint and
two-thirds survivor annuity option.

The Company may from time to time offer its Policy Owners both fixed and
variable annuity rates more favorable than those contained in the Policy. Any
such rates will be applied uniformly to all Policy Owners of the same class.

For an illustration of variable annuity payment calculation using a
hypothetical example, see "ANNUITY PAYMENTS" in the Statement of Additional
Information.

FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Policy, on redemptions
or surrenders, on annuity payments, and on the economic benefit to the
Annuitant or beneficiary depends upon a variety of factors. The following
discussion is based upon the Company's understanding of current federal
income tax laws as they are interpreted as of the date of this Prospectus. No
representation is made regarding the likelihood of continuation of current
federal income tax laws or of current interpretations by the Internal Revenue
Service (IRS).

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY POLICIES IS NOT
EXHAUSTIVE, DOES NOT PURPORT TO COVER ALL SITUATIONS AND IS NOT INTENDED AS
TAX ADVICE. A QUALIFIED TAX ADVISER SHOULD ALWAYS BE CONSULTED WITH REGARD TO
THE APPLICATION OF LAW TO INDIVIDUAL CIRCUMSTANCES.

The Company intends to make a charge for any effect which the income, assets,
or existence of the Policies, the Separate Account or the Subaccounts may
have upon its tax. The Separate Account presently is not subject to tax, but
the Company reserves the right to assess a charge for taxes should the
Separate Account at any time become subject to tax. Any charge for taxes will
be assessed on a fair and equitable basis in order to preserve equity among
classes of Policy Owners and with respect to each Separate Account as though
that Separate Account were a separate taxable entity.

The Separate Account is considered to be a part of and taxed with the
operations of the Company. The Company is taxed as a life insurance company
under subchapter L of the Internal Revenue Code ("Code"). The Company files a
consolidated tax return with its parent, First Allmerica Financial Life
Insurance Company, and other affiliates.

The IRS has issued regulations relating to the diversification requirements
for variable annuity and variable life insurance contracts under Section
817(h) of the Code. The regulations provide that the investments of a
segregated asset account underlying a variable annuity contract are
adequately diversified if no more than 55% of the value of its assets is
represented by any one investment, no more than 70% by any two investments,
no more than 80% by any three investments, and no more than 90% by any four
investments. If the investments are not adequately diversified, the income on
a contract, for any taxable year of the Policy Owner, would be treated as
ordinary income received or accrued by the Policy Owner. It is anticipated
that the Underlying Portfolios will comply with the diversification
requirements.

A. QUALIFIED AND NON-QUALIFIED POLICIES.
From a federal tax viewpoint there are two types of variable annuity
Policies, "qualified" Policies and "non-qualified" Policies. A qualified
Policy is one that is purchased in connection with a retirement plan which
meets the requirements of Sections 401,

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403, 408, or 457 of the Code, while a non-qualified Policy is one that is not
purchased in connection with one of the indicated retirement plans. The tax
treatment for certain partial redemptions or surrenders will vary according
to whether they are made from a qualified Policy or a non-qualified Policy.
For more information on the tax provisions applicable to qualified Policies,
see Sections D through J, below.

B. TAXATION OF THE POLICIES IN GENERAL.
The Company believes that the Policies described in this Prospectus will,
with certain exceptions (see K below), be considered annuity policies under
Section 72 of the Code. This section provides for the taxation of annuities.
The following discussion concerns annuities subject to Section 72. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity policies
issued by the same insurance company to the same Policy Owner during the same
calendar year be treated as a single Policy in determining taxable
distributions under Section 72(e).

With certain exceptions, any increase in the Accumulated Value of the Policy
is not taxable to the Policy Owner until it is withdrawn from the Policy. If
the Policy is surrendered or amounts are withdrawn prior to the Annuity Date,
to the extent of the amount withdrawn any investment gain in value over the
cost basis of the Policy would be taxed as ordinary income. Under the current
provisions of the Code, amounts received under a non-qualified Policy prior
to the Annuity Date (including payments made upon the death of the Annuitant
or Policy Owner), or as non-periodic payments after the Annuity Date, are
generally first attributable to any investment gains credited to the Policy
over the taxpayer's basis (if any) in the Policy. Such amounts will be
treated as income subject to federal income taxation.

A 10% penalty tax may be imposed on the withdrawal of investment gains if the
withdrawal is made prior to age 59-1/2. The penalty tax will not be imposed
after age 59-1/2, or if the withdrawal follows the death of the Policy Owner
(or, if the Policy Owner is not an individual, the death of the primary
Annuitant, as defined in the Code), or in the case of the "total disability"
(as defined in the Code) of the Policy Owner. Furthermore, under Section 72
of the Code, this penalty tax will not be imposed, irrespective of age, if
the amount received is one of a series of "substantially equal" periodic
payments made at least annually for the life or life expectancy of the payee.
This requirement is met when the Policy Owner elects to have distributions
made over the Policy Owner's life expectancy, or over the joint life
expectancy of the Policy Owner and beneficiary. The requirement that the
amount be paid out as one of a series of "substantially equal" periodic
payments is met when the number of units withdrawn to make each distribution
is substantially the same.

In a recent private letter ruling, the IRS took the position that where
distributions from a variable annuity policy were determined by amortizing
the accumulated value of the policy over the taxpayer's remaining life
expectancy (such as under the Policy's life expectancy distribution ("LED")
option), and the option could be changed or terminated at any time, the
distributions failed to qualify as part of a "series of substantially equal
payments" within the meaning of Section 72 of the Code. The distributions
were therefore subject to the 10% federal penalty tax. This private letter
ruling may be applicable to a Policy Owner who receives distributions under
the LED option prior to age 59-1/2. Subsequent private letter rulings,
however, have treated LED-type withdrawal programs as effectively avoiding
the 10% penalty tax. The position of the IRS on this issue is unclear.

If the Policy Owner transfers (assigns) the Policy to another individual as a
gift prior to the Annuity Date, the Code provides that the Policy Owner will
incur taxable income at the time of the transfer. An exception is provided
for certain transfers between spouses. The amount of taxable income upon such
taxable transfer is equal to the excess, if any, of the cash surrender value
of the Policy over the Policy Owner's cost basis at the time of the transfer.
The transfer will also subject the Owner to a gift tax. Where the Policy
Owner and Annuitant are different persons, the change of ownership of the
Policy to the Annuitant on the Annuity Date, as required under the Policy, is
a gift and will be taxable to the Owner as such. However, the Owner will not
incur taxable income. Rather the Annuitant will incur taxable income upon
receipt of annuity payments as discussed below.

When annuity payments are commenced under the Policy, generally a portion of
each payment may be excluded from gross income. The excludable portion is
generally determined by a formula that establishes the ratio that the cost
basis of the Policy bears to the expected return under the Policy. The
portion of the payment in excess of this excludable amount is taxable as
ordinary income. Once all cost basis in the Policy is recovered, the entire
payment is taxable. If the last Annuitant dies before cost basis is
recovered, a deduction for the difference is allowed on the Annuitant's final
tax return.

C. TAX WITHHOLDING AND PENALTIES.
The Code requires withholding with respect to payments or distributions from
employee benefit plans, annuities, and IRAs, unless a taxpayer elects not to
have withholding. In addition, the Code requires reporting to the IRS of the
amount of income received with respect to payment or distributions from
annuities.

The tax treatment of certain partial redemptions or surrenders of the
non-qualified Policies offered by this Prospectus will vary according to
whether the amount redeemed or surrendered is allocable to an investment in
the Policy made before or after certain dates.

D. QUALIFIED EMPLOYER PLANS.
The tax rules applicable to qualified employer plans, as defined by the Code,
vary according to the type of plan and the terms and conditions of the plan
itself. Therefore, the following is general information about the use of the
Policies with various types of qualified plans. The rights of any person to
any benefits under such qualified plans will be subject to the terms and
conditions of the qualified plans themselves regardless of the terms and
conditions of the Policy.

A loan to a participant or beneficiary from plans qualified under Sections
401 and 403 or an assignment or pledge of an interest in such a plan is
generally treated as a distribution. This general rule does not apply to
loans which contain certain repayment terms and do not exceed a specified
maximum amount, as required under Section 72(p).

E. QUALIFIED EMPLOYEE PENSION AND PROFIT SHARING TRUSTS
AND QUALIFIED ANNUITY PLANS.
When an employee (including a self-employed individual) or one or more of the
employee's beneficiaries receives a "lump sum" distribution (a distribution
from a qualified plan described in Code Section 401(a) within one taxable
year equal to the total amount payable with respect to such an employee) the
taxable portion of such distribution may qualify for special treatment under
a special five-year income averaging provision of the Code. The employee must
have had at least 5 years of participation under the plan, and

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the lump sum distribution must be made after the employee has attained age
59-1/2 or on account of his or her death, separation from the employer's
service (in the case of a common-law employee) or disability (in the case of
a self-employed individual). Such treatment can be elected for only one
taxable year once the individual has reached age 59-1/2. An employee who
attained age 50 before January 1, 1986 may elect to treat part of the taxable
portion of a lump-sum distribution as long-term capital gain and may also
elect 10-year averaging instead of five-year averaging.

F. SELF-EMPLOYED INDIVIDUALS.
The Self-Employed Individuals Tax Retirement Act of 1962, as amended,
frequently referred to as "H.R. 10," allows self-employed individuals and
partners to establish qualified pension and profit sharing trusts and annuity
plans to provide benefits for themselves and their employees.

These plans generally are subject to the same rules and requirements
applicable to corporate qualified plans, with some special restrictions
imposed on "owner-employees." An "owner-employee" is an employee who (1)
owns the entire interest in an unincorporated trade or business, or (2) owns
more than 10% of either the capital interest or profits interest in a
partnership.

G. INDIVIDUAL RETIREMENT ACCOUNT PLANS.
Any individual who earns "compensation" (as defined in the Code and including
alimony payable under a court decree) from employment or self-employment,
whether or not he or she is covered by another qualified plan, may establish
an Individual Retirement Account or Annuity plan ("IRA") for the accumulation
of retirement savings on a tax-deferred basis. Income from investments is not
included in "compensation." The assets of an IRA may be invested in, among
other things, annuity policies including the Policies offered by this
Prospectus.

Contributions to the IRA may be made by the individual or on behalf of the
individual by an employer. IRA contributions may be deductible up to the
lesser of (1) $2,000 or (2) 100% of compensation. The deduction is reduced
proportionately for adjusted gross income between $40,000 and $50,000
(between $25,000 and $35,000 for unmarried taxpayers and between $0 and
$10,000 for a married taxpayer filing separately) if the taxpayer and his or
her spouse file a joint return and either is an active participant in an
employer sponsored retirement plan.

An individual and a working spouse each may have an IRA with the
above-described limit on each. An individual with an IRA may establish an
additional IRA for a non-working spouse if they file a joint return.
Contributions to the two IRAs together are deductible up to the lesser of
$2,250 or 100% of compensation.

No deduction is allowed for contributions made for the year in which the
individual attains age 70-1/2 and years thereafter. Contributions for that
year and for years thereafter will result in certain adverse tax consequences.

Non-deductible contributions may be made to IRAs until the year in which the
individual attains age 70-1/2. Although these contributions may not be
deducted, taxes on their earnings are deferred until the earnings are
distributed. The maximum permissible non-deductible contribution is $2,000
for an individual taxpayer and $2,250 for a taxpayer and non-working spouse.
These limits are reduced by the amount of any deductible contributions made
by the taxpayer.

Contributions may be made with respect to a particular year until the due
date of the individual's federal income tax return for that year, not
including extensions. However, for reporting purposes, the Company will
regard contributions as being applicable to the year made unless it receives
notice to the contrary.

All annuity payments and other distributions under an IRA will be taxed as
ordinary income unless the owner has made non-deductible contributions. In
addition, a minimum level of distributions must begin no later than April 1
following the year in which the individual attains age 70-1/2, and failure to
make adequate distributions at this time may result in certain adverse tax
consequences to the individual.

Distributions from all of an individual's IRAs are treated as if they were a
distribution from one IRA and all distributions during the same taxable year
are treated as if they were one distribution. An individual who makes a
non-deductible contribution to an IRA or receives a distribution from an IRA
during the taxable year must provide certain information on the individual's
tax return to enable the IRS to determine the proportion of the IRA balance
which represents non-deductible contributions. If the required information is
provided, that part of the amount withdrawn which is proportionate to the
individual's aggregate non-deductible contributions over the aggregate
balance of all of the individual's IRAs, is excludable from income.

Distributions which are a return of a non-deductible contribution are
non-taxable, as they represent a return of basis. If the required information
is not provided to the IRS, distributions from an IRA to which both
deductible and non-deductible contributions have been made are presumed to be
fully taxable.

H. SIMPLIFIED EMPLOYEE PENSIONS.
Employees may establish simplified employee pensions ("SEPs") under Code
Section 408(k) if certain requirements are met. A SEP is an IRA to which the
employer contributes under a written formula. Currently, a SEP may accept
employer contributions each year up to $30,000 or 15% of compensation (as
defined), whichever is less. To establish SEPs the employer must make a
contribution for every employee age 21 and over who has performed services
for the employer for at least three of the five immediately preceding
calendar years and who has earned at least $300 for the year.

The employer's contribution is excluded from the employee's gross income for
the taxable year for which it was made up to the $30,000/15% limit. In
addition to the employer's contribution, the employee may contribute 100% of
the employee's earned income, up to $2,000, to the SEP, but such
contributions will be subject to the rules described above in "F. Individual
Retirement Account Plans." These plans are subject to the general employer's
deduction limitations applicable to all corporate qualified plans.

I. PUBLIC SCHOOL SYSTEMS
AND CERTAIN TAX-EXEMPT ORGANIZATIONS.
Under the provisions of Section 403(b) of the Code, payments made for annuity
policies purchased for employees under annuity plans adopted by public school
systems and certain organizations which are tax exempt under Section
501(c)(3) of the Code are excludable from the gross income of such employees
to the extent that the aggregate purchase payments for such annuity policies
in any year do not exceed the maximum contribution permitted under the Code.

A Policy qualifying under Section 403(b) of the Code must provide

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that withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) may not begin before the employee
attains age 59-1/2, separates from service, dies, or becomes disabled. In the
case of hardship a Policy Owner may withdraw amounts contributed by salary
reduction, but not the earnings on such amounts. Even though a distribution
may be permitted under these rules (e.g., for hardship or after separation
from service), it may nonetheless be subject to a 10% penalty tax as a
premature distribution, in addition to income tax. Also, there is a mandatory
20% income tax withholding on any eligible rollover distribution, unless it
is a direct rollover to another qualified plan in accordance with IRS rules.

The distribution restrictions are effective for years beginning after
December 31, 1988, but only with respect to amounts that were not held under
the Policy as of that date.

J. TEXAS OPTIONAL RETIREMENT PROGRAM.
Under a Code Section 403(b) annuity policy issued as a result of
participation in the Texas Optional Retirement Program, distributions may not
be received except in the case of the participant's death, retirement or
termination of employment in the Texas public institutions of higher
education. These restrictions are imposed by reason of an opinion of the
Texas Attorney General interpreting the Texas laws governing the Optional
Retirement Program.

K. SECTION 457 PLANS FOR STATE GOVERNMENTS
AND TAX-EXEMPT ENTITIES.
Code Section 457 allows employees of a state, one of its political
subdivisions, or certain tax-exempt entities to participate in eligible
government deferred compensation plans. An eligible plan, by its terms, must
not allow deferral of more than $7,500 or 33-1/3% of a participant's
includible compensation for the taxable year, whichever is less. Includible
compensation does not include amounts excludable under the eligible deferred
compensation plan or amounts paid into a Code Section 403(b) annuity. The
amount a participant may defer must be reduced dollar-for-dollar by elective
deferrals under a SEP, 401(k) plan or a deductible employee contribution to a
501(c)(18) plan. Under eligible deferred compensation plans the state,
political subdivision, or tax-exempt entity will be owner of the Policy.

If an employee also participates in another eligible plan or contributes to a
Code Section 403(b) annuity, a single limit of $7,500 will be applied for all
plans. Additionally, the employee must designate how much of the $7,500 or
33-1/3% limitation will be allocated among the various plans. Contributions
to an eligible plan will serve to reduce the maximum exclusion allowance for
a Code Section 403(b) annuity.

Amounts received by employees under such plans generally are includible in
gross income in the year of receipt.

L. NON-INDIVIDUAL OWNERS.
Non-individual Owners (e.g., a corporation) of deferred annuity contracts
generally will be currently taxed on any increase in the cash surrender value
of the deferred annuity attributable to contributions made after February 28,
1986. This rule does not apply to immediate annuities or to deferred
annuities held by a qualified pension plan, an IRA, a 403(b) plan, estates,
employers with respect to terminated pension plans, or a nominee or agent
holding a contract for the benefit of an individual. Corporate-owned
annuities may result in exposure to the alternative minimum tax, to the
extent that income on the annuities increases the corporation's adjusted
current earnings.

REPORTS

A Policy Owner is sent a report semi-annually which states certain financial
information about the Underlying Portfolio. The Company will also furnish an
annual report to the Policy Owner containing a statement of his or her
account, including unit values and other information required by applicable
law, rules and regulations.

LOANS FROM THE GENERAL ACCOUNT (QUALIFIED POLICIES ONLY)

Loans will be permitted only for TSAs and Policies issued to a plan qualified
under Section 401(a) and 401(k) of the Code. Loans are made from the Policy's
value on a pro-rata basis from all accounts accumulation in the General
Account, where available. The maximum loan amount is the amount determined
under the Company's maximum loan formula for qualified plans. The minimum
loan amount is $1,000. Loans will be secured by a security interest in the
Policy. Loans are subject to applicable retirement legislation and their
taxation is determined under the Federal income tax laws. The amount borrowed
will be transferred to a fixed, minimum guarantee loan assets account in the
Company's General Account, where it will accrue interest at a specified rate
below the then current loan interest rate. Generally, loans must be repaid
within five (5) years. When repayments are received they will be allocated
in accordance with the Contract Owner's most recent allocation instructions.

The amount of the death benefit, the amount payable on a full surrender and
the amount applied to provide an annuity on the Annuity Date will be reduced
to reflect any outstanding loan balance (plus accrued interest thereon).
Partial withdrawals may be restricted by the maximum loan limitation.

CHANGES IN OPERATION OF THE
SEPARATE ACCOUNT

The Company reserves the right, subject to compliance with applicable law, to
(1) transfer assets from any Separate Account or Subaccount to another of the
Company's separate accounts or Subaccounts having assets of the same class,
(2) to operate the Separate Account or any Subaccount as a management
investment company under the 1940 Act or in any other form permitted by law,
(3) to deregister the Separate Account under the 1940 Act in accordance with
the requirements of the 1940 Act and (4) to substitute the shares of any
other registered investment company for the Underlying Portfolio shares held
by a Subaccount, in the event that Underlying Portfolio shares are
unavailable for investment, or if the Company determines that further
investment in such Underlying Portfolio shares is inappropriate in view of
the purpose of the Subaccount. In no event will the changes described above
be made without notice to Policy Owners in accordance with the 1940 Act.

The Company reserves the right, subject to compliance with applicable law, to
change the names of the Separate Account or of the Subaccounts.

LEGAL MATTERS

There are no legal proceedings pending to which the Separate Account is a
party.

FURTHER INFORMATION

A Registration Statement under the Securities Act of 1933 relating to this
offering has been filed with the SEC. Certain portions of the

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Registration Statement and amendments have been omitted from this Prospectus
pursuant to the rules and regulations of the SEC. The omitted information may
be obtained from the Commission's principal office in Washington, D.C., upon
payment of the Commission's prescribed fees.

APPENDIX A
MORE INFORMATION ABOUT THE
GENERAL ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the General Account are not generally subject to regulation
under the provisions of the Securities Act of 1933 or the 1940 Act.
Disclosures regarding the fixed portion of the annuity contract and the
General Account may be subject to the provisions of the Securities Act of
1933 concerning the accuracy and completeness of statements made in the
Prospectus. The disclosures in this APPENDIX A have not been reviewed by the
SEC. ALLOCATIONS TO AND TRANSFERS TO AND FROM THE GENERAL ACCOUNT OF THE
COMPANY ARE NOT PERMITTED IN CERTAIN STATES.

The General Account of the Company is made up of all of the general assets of
the Company other than those allocated to any Separate Account. Allocations
to the General Account, where available, become part of the assets of the
Company and are used to support insurance and annuity obligations.

A portion or all of net purchase payments may be allocated to accumulate at a
fixed rate of interest in the General Account, where available. Such net
amounts are guaranteed by the Company as to principal and a minimum rate of
interest. Under the Policies, the minimum interest which may be credited on
amounts allocated to the General Account is 3% compounded annually.
Additional "Excess Interest" may or may not be credited at the sole
discretion of the Company.

If a Policy is surrendered, or if an Excess Amount is redeemed, while the
Policy is in force and before the Annuity Date, a contingent deferred sales
charge is imposed if such event occurs before the payments attributable to
the surrender or withdrawal have been credited to the Policy less than seven
full policy years.

If your Policy was issued in Maryland on Form No. A3023-95, the following
surrender charge table applies to monies in the General Account, rather than
the surrender charge table shown in "CHARGES AND DEDUCTION - A. CONTINGENT
DEFERRED SALES CHARGE" (which applies to monies in the Separate Account):

Years Measured from Date
of Premium Payment Charge as a Percentage of
to Date of Withdrawal the Payments Withdrawn
- ------------------------- --------------------------

0-3 7%
4 6%
5 5%
6 4%
7 3%
8 2%
9 1%
More Than 9 No Charge

APPENDIX B
EXCHANGE OFFER

A. VARIABLE CONTRACT EXCHANGE OFFER.

A variable annuity contract to which this exchange offer applies may be
exchanged at net asset value for the new policy ("Policy") described in this
prospectus, which is issued on Form Number A3023-95, and state variations
thereof. This exchange offer applies until May 1, 1997 to all variable
annuity contracts issued by the Company, except for (1) variable annuity
contract A3018-91 and A3021-93 (and state variation forms) known as
ExecAnnuity Plus. To effect an exchange, the Company should receive (1) a
completed application for the Policy, (2) written request for the exchange,
(3) the contract to be exchanged for the Policy, and (4) a signed Letter of
Awareness.

CONTINGENT DEFERRED SALES CHARGE COMPUTATION. No surrender charge applicable
to the contracts to be exchanged will apply to the surrender effecting the
exchange. Where a contract, other than a Policy or variable annuity contract
A3019-92, A3020-92 or A3022-93 and state variations thereof ("contract
A3019-92, A3020-92 or A3022-93), is exchanged for a Policy, the contingent
deferred sales charge under the acquired Policy will be computed as if prior
purchase payments for the exchanged contract had been made for the acquired
Policy on the date of issue of the exchanged contract. Where another Policy
or contract A3019-92, A3020-92 or A3022-93 is exchanged for a Policy, the
contingent deferred sales charge under the acquired Policy will be computed
as if prior purchase payments for the exchanged Policy or contract A3019-92,
A3020-92 or A3022-93 had been made for the acquired Policy at least as early
as the date on which they were made for the exchanged Policy or contract
A3019-92, A3020-92 or A3022-93. For those exchanged contracts for which a
front-end sales charge was deducted from each purchase payment, the
transferred accumulated values will be treated as "Old Payments" under the
Policy, so that no deferred sales charge will be assessed on aggregate
subsequent withdrawals from the Policy of up to the amount of the transferred
accumulated values. For additional purchase payments made under the Policy
after the transfer of accumulated value from the exchanged contract, the
contingent deferred sales charge will be computed based on the number of
years that the additional purchase payments to which the withdrawal is
attributed have been credited under the Policy, as provided in this
Prospectus.

SUMMARY OF DIFFERENCES BETWEEN THE POLICY AND EXCHANGED CONTRACTS EXCEPT FOR
A3019-92, A3020-92 AND A3022-93, The Policy and the variable contracts to
which this exchange offer applies, if other than another Policy or contract
A3019-92, A3020-92 or A3022-93, differ substantially as summarized below.
There may be additional differences important to a person considering an
exchange, and the prospectuses of the Policy and the variable contract to be
exchanged should be reviewed carefully before the exchange is made.

CONTINGENT DEFERRED SALES CHARGE. The contingent deferred sales charge under
the Policy, as described in this Prospectus, imposes higher charge
percentages against the excess amount redeemed and generally applies such
percentages for a greater number of years than the exchanged contracts. For
certain classes of exchanged contracts, new purchase payments, subject to the
contingent deferred sales charge under the Policy, would not have been
subject to the charge under the exchanged contract.

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<PAGE>
POLICY FEE AND ADMINISTRATIVE EXPENSE CHARGE. Under the Policy, the Company
deducts a Policy Fee, at a maximum of $30, on each policy anniversary date
and upon full surrender, when the Accumulated Value is $50,000 or less, and
assesses each Subaccount with a daily administrative expense charge at an
annual rate of 0.15% of the average daily net assets of the Subaccount.
Depending on the class of contracts to which this exchange offer is made,
either no policy fee is deducted or a policy fee of $9 is deducted twice a
year. For certain classes of contracts, a combined sales and administrative
expense is deducted from purchase payments. No administrative expense charge
based on a percentage of Subaccount assets is imposed under the contracts to
which this exchange offer is made.

TRANSFER CHARGE. No charges for transfers among the Subaccounts and the
General Account are imposed for contracts to which this exchange offer is
made. Currently, no such charge is imposed under the Policy and the first 12
transfers in a Policy year are guaranteed to be free of any charge. However,
the Company reserves the right to assess a charge, guaranteed never to exceed
$25, for the thirteenth and each subsequent transfer in a Policy year.

DEATH BENEFIT. The Policy offers a "stepped-up death benefit" which is not
offered under the exchanged contract; namely, the minimum death benefit that
would have been payable on the most recent fifth year Policy Anniversary,
increased for subsequent purchase payments and reduced proportionally to
reflect withdrawals after that date (in the same proportion that the
Accumulated Value was reduced by the withdrawal). Upon exchange for the
Policy, the accumulated value of the exchanged contract becomes the "purchase
payment" for the Policy. Therefore, the prior purchase payments made for the
exchanged contract would not become a basis for determining the gross payment
(less redemptions) guarantee under the Policy. Consequently, whether the
initial minimum death benefit under the Policy acquired in an exchange is
greater than, equal to, or less than the death benefit of the exchanged
contract depends upon whether the accumulated value transferred to the Policy
is greater than, equal to, or less than the gross payments (less redemptions)
under the exchanged contract.

ANNUITY TABLES. The contracts to which this exchange offer is made contain
more favorable annuity tables than the Policy for use in determining the
amount of the first variable annuity payment under the annuity options
offered. The contracts and the Policy each provide minimum guarantees.

INVESTMENTS. Accumulated Value and purchase payments under the Policy may be
allocated to several underlying funds in addition to those permitted under
the exchanged contracts.

SUMMARY OF DIFFERENCES BETWEEN THE POLICY AND CONTRACT A3019-92, A3020-92 AND
A3022-93. The Policy and contract A3019-92, A3020-92 and A3022-93 differ in
the following material ways (the prospectuses of the Policy and contract
A3019-92, A3020-92 and A3022-93 should be reviewed carefully before any
exchange):

DEATH BENEFIT. The Policy offers a "stepped-up death benefit," which is the
minimum death benefit that would have been payable on the most recent fifth
year Policy Anniversary, increased for subsequent purchase payments and
reduced proportionally to reflect withdrawals after that date (in the same
proportion that the Accumulated Value was reduced by the withdrawal). This is
the same benefit as is offered under A3022-93. Under contract A3019-92 and
A3020-92, the stepped-up death benefit applies to the most recent seventh
year for A3019-92 and the most recent fifth year for A3020-92 and is
increased for subsequent purchases and reduced by the dollar amount of any
withdrawals. Upon exchange for the Policy, the accumulated value of exchanged
contract A3019-92, A3020-92 and A3022-93 becomes the "purchase payment" for
the Policy. Therefore, the prior purchase payments made for exchanged
contract A3019-92, A3020-92 and A3022-93 would not become a basis for
determining the gross payment (less redemptions) guarantee under the Policy.
Consequently, whether the initial minimum death benefit under the Policy
acquired in an exchange is greater than, equal to, or less than the death
benefit of exchanged contract A3019-92, A3020-92 and A3022-93 depends upon
whether the accumulated value transferred to the Policy is greater than,
equal to, or less than the gross payments (less redemptions) under exchanged
contract A3019-92, A3020-92 and A3022-93.

INVESTMENTS. Accumulated Value and purchase payments under the Policy and
contract A3019-92, A3020-92 and A3022-93 are allocable to different
underlying funds and underlying investment companies.

FIXED ACCOUNT. The Policy has a Fixed Account minimum guaranteed interest
rate of 3% compounded annually. This is the same as offered under A3022-93.
A3019-92 has a minimum guaranteed interest rate of 5% compounded annually for
the first five Policy years, 4% compounded annually for the next five Policy
years, and 3.5% compounded annually thereafter. Contract A3020-92 has a fixed
account minimum guaranteed interest rate of 3.5% compounded annually. Under
contract A3020-92, amounts may not be transferred from the fixed account to a
Sub-Account prior to the end of the applicable one-year guaranteed period.

B. FIXED ANNUITY EXCHANGE OFFER.
This exchange offer also applies to all fixed annuity contracts issued by the
Company. A fixed annuity contract to which this exchange offer applies may be
exchanged at net asset value for the Policies described in this Prospectus,
subject to the same provisions for effecting the exchange and for applying
the Policy's contingent deferred sales charge as described above for variable
annuity contracts. This Prospectus should be read carefully before making
such exchange. Unlike a fixed annuity, the Policy's value is not guaranteed
and will vary depending on the investment performance of the underlying funds
to which it is allocated. The Policy has a different charge structure than a
fixed annuity contract, which includes not only a contingent deferred sales
charge that may vary from that of the class of contracts to which the
exchanged fixed contract belongs, but also Policy fees, mortality and expense
risk charges (for the Company's assumption of certain mortality and expense
risks), administrative expense charges, transfer charges (for transfers
permitted among Subaccounts and the General Account), and expenses incurred
by the underlying funds. Additionally, the interest rates offered under the
General Account of the Policy and the Annuity Tables for determining minimum
annuity payments may be different from those offered under the exchanged
fixed contract.
-25-
<PAGE>

C. EXERCISE OF "FREE-LOOK PROVISION" AFTER ANY EXCHANGE.

Persons who, under the terms of this exchange offer, exchange their contract
for the Policy and subsequently revoke the Policy within the time permitted,
as described in the sections of this Prospectus captioned "RIGHT TO REVOKE
INDIVIDUAL RETIREMENT ANNUITY" and "RIGHT TO REVOKE OR SURRENDER IN SOME
STATES," will have their exchanged contract automatically reinstated as of
the date of revocation. The refunded amount will be applied as the new
current accumulated value under the reinstated contract, which may be more or
less than it would have been had no exchange and reinstatement occurred. The
refunded amount will be allocated initially among the general account and
Subaccounts of the reinstated contract in the same proportion that the value
in the general account and the value in each subaccount bore to the
transferred accumulated value on the date of the exchange of the contract for
the Policy. For purposes of calculating any contingent deferred sales charge
under the reinstated contract, the reinstated contract will be deemed to have
been issued and to have received past purchase payments as if there had been
no exchange.

-26-

<PAGE>
ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY
DEFERRED COMBINATION VARIABLE AND FIXED ANNUITY CONTRACTS
PIONEER VARIABLE CONTRACTS TRUST

This prospectus describes interests under flexible payment deferred combination
variable and fixed annuity contracts issued either on a group basis or as
individual contracts by Allmerica Financial Life Insurance and Annuity Company
("Company") to individuals and businesses in connection with retirement plans
which may or may not qualify for special federal income tax treatment. (For
information about the tax status when used with a particular type of plan, see
"FEDERAL TAX CONSIDERATIONS.") Participation in a group contract will be
accounted for by the issuance of a certificate describing the individual's
interest under the group contract. Participation in an individual contract will
be evidenced by the issuance of an individual contract. Certificates and
individual contracts are collectively referred to herein as the "Contracts." The
following is a summary of information about these Contracts. More detailed
information can be found under the referenced captions in this Prospectus.

Contract values may accumulate on a variable basis in the contract's Variable
Account, known as Separate Account VA-P. The Assets of the Variable Account are
divided into Sub-Accounts, each investing exclusively in shares of an underlying
mutual fund. In most jurisdictions, values may also be allocated on a fixed
basis to the Fixed Account, which is part of the Company's General Account and
during the accumulation period to one or more of the Guarantee Period Accounts.
Amounts allocated to the Fixed Account earn interest at a guaranteed rate for
one year from the date allocated. Amounts allocated to a Guarantee Period
Account earn a fixed rate of interest for the duration of the applicable
Guarantee Period. The interest earned in a Guarantee Period Account is
guaranteed if held for the entire Guarantee Period. If removed prior to the end
of the Guarantee Period the value may be increased or decreased by a Market
Value Adjustment. Assets supporting allocations to the Guarantee Period Accounts
in the accumulation phase are held in the Company's Separate Account GPA.

Certain additional information about the Contracts is contained in a Statement
of Additional Information, dated July 8, 1996 as may be amended from time to
time, which has been filed with the Securities and Exchange Commission and is
incorporated herein by reference. The Table of Contents for the Statement of
Additional Information is listed on page 3 of this Prospectus. The Statement of
Additional Information is available upon request and without charge. To obtain
the Statement of Additional Information, fill out and return the attached
request card or contact Annuity Customer Services, Allmerica Financial Life
Insurance and Annuity Company, 440 Lincoln Street, Worcester, Massachusetts
01653 1-800-688-9915.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS OF
PIONEER VARIABLE CONTRACTS TRUST. INVESTORS SHOULD RETAIN A COPY OF THIS
PROSPECTUS FOR FUTURE REFERENCE.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

DATED JULY 8, 1996
<PAGE>
TABLE OF CONTENTS

<TABLE>
<S> <C> <C> <C>
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION.......... 3

SPECIAL TERMS......................................................... 4

SUMMARY............................................................... 5

ANNUAL AND TRANSACTION EXPENSES....................................... 8

CONDENSED FINANCIAL INFORMATION....................................... 11

PERFORMANCE INFORMATION............................................... 11

WHAT IS AN ANNUITY.................................................... 13

RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY......................... 13

RIGHT TO REVOKE OR SURRENDER IN SOME STATES........................... 14

DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT AND PIONEER VARIABLE
CONTRACTS TRUST...................................................... 14

VOTING RIGHTS......................................................... 17

CHARGES AND DEDUCTIONS................................................ 17
A. Annual Charge Against Variable Account Assets............... 17
B. Contract Fee................................................ 18
C. Premium Taxes............................................... 18
D. Contingent Deferred Sales Charge............................ 19
E. Transfer Charge............................................. 22

DESCRIPTION OF THE CONTRACT........................................... 23
A. Payments.................................................... 23
B. Transfer Privilege.......................................... 24
C. Surrender................................................... 25
D. Withdrawals................................................. 25
E. Death Benefit............................................... 26
F. The Spouse of the Contract Owner as Beneficiary............. 27
G. Assignment.................................................. 27
H. Electing the Form of Annuity and Annuity Date............... 27
I. Description of Variable Annuity Options..................... 28
J. Norris Decision............................................. 29
K. Computation of Contract Values and Annuity Benefit 29
Payments...................................................

GUARANTEE PERIOD ACCOUNTS............................................. 31

FEDERAL TAX CONSIDERATIONS............................................ 33
A. Qualified and Non-Qualified Contracts....................... 33
B. Taxation of the Contracts in General........................ 33
C. Tax Withholding and Penalties............................... 34
D. Provisions Applicable to Qualified Employer Plans........... 35
E. Qualified Employee Pension and Profit Sharing Trusts........ 35
F. Self-Employed Individuals................................... 35
G. Individual Retirement Account Plans......................... 35
H. Simplified Employee Pensions................................ 36
I. Public School Systems and Certain Tax-Exempt 37
Organizations..............................................
J. Texas Optional Retirement Program........................... 37
K. Section 457 Plans for State Governments and Tax-Exempt 37
Entities...................................................
L. Non-Individual Owners....................................... 37
</TABLE>

2
<PAGE>
<TABLE>
<S> <C> <C> <C>
REPORTS............................................................... 38

LOANS (QUALIFIED CONTRACTS ONLY)...................................... 38

CHANGES IN OPERATIONS OF THE VARIABLE ACCOUNT......................... 38

DISTRIBUTION.......................................................... 38

LEGAL MATTERS......................................................... 39

FURTHER INFORMATION................................................... 39

APPENDIX A -- MORE INFORMATION ABOUT THE GENERAL ACCOUNT.............. 40

APPENDIX B -- SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT....... 41

APPENDIX C -- THE DEATH BENEFIT....................................... 44

STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY....................................... 2

TAXATION OF THE VARIABLE ACCOUNT AND THE COMPANY...................... 2

SERVICES.............................................................. 3

UNDERWRITERS.......................................................... 3

ANNUITY PAYMENTS...................................................... 4

PERFORMANCE INFORMATION............................................... 5

FINANCIAL STATEMENTS.................................................. 8
</TABLE>

THE CONTRACTS OFFERED BY THIS PROSPECTUS MAY NOT BE AVAILABLE IN ALL STATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE OR SOLICIT AN OFFER IN THAT STATE.

3
<PAGE>
SPECIAL TERMS

ACCUMULATED VALUE: the sum of the value of all Accumulation Units in the
Sub-Accounts and of the value of all accumulations in the Fixed Account and
Guarantee Period Accounts then credited to the Contract, on any date before the
Annuity Date.

ACCUMULATION UNIT: a measure of the Contract Owner's interest in a Sub-Account
before annuity benefit payments begin.

ANNUITANT: the person designated in the Contract upon whose life annuity
benefit payments are to be made.

ANNUITY DATE: the date on which annuity benefit payments begin.

ANNUITY UNIT: a measure of the value of the periodic annuity benefit payments
under the Contract.

FIXED ACCOUNT: the part of the Company's General Account that guarantees
principal and a fixed interest rate and to which all or a portion of a payment
or transfer under this Contract may be allocated.

FIXED AMOUNT ANNUITY: an Annuity providing for annuity benefit payments which
remain fixed in an amount throughout the annuity benefit payment period
selected.

GUARANTEED INTEREST RATE: the annual effective rate of interest after daily
compounding credited to a Guarantee Period Account.

GUARANTEE PERIOD: the number of years that a Guaranteed Interest Rate is
credited.

GUARANTEE PERIOD ACCOUNT: an account which corresponds to a Guaranteed Interest
Rate for a specified Guarantee Period and is supported by assets in a
non-unitized separate account.

GENERAL ACCOUNT: all the assets of the Company other than those held in a
separate account.

MARKET VALUE ADJUSTMENT: a positive or negative adjustment assessed if any
portion of a Guarantee Period Account is withdrawn or transferred prior to the
end of its Guarantee Period.

SUB-ACCOUNT: a subdivision of the Variable Account. Each Sub-Account available
under the Contracts invests exclusively in the shares of a corresponding
portfolio of Pioneer Variable Contracts Trust.

SURRENDER VALUE: the Accumulated Value of the Contract on full surrender after
application of any Contract fee, contingent deferred sales charge, and Market
Value Adjustment.

UNDERLYING FUNDS: the International Growth Portfolio, Capital Growth Portfolio,
Real Estate Growth Portfolio, Equity-Income Portfolio, Balanced Portfolio,
America Income Portfolio, Swiss Franc Bond Portfolio, and Money Market Portfolio
of the Pioneer Variable Contracts Trust.

VALUATION DATE: a day on which the net asset value of the shares of any of the
Underlying Funds is determined and unit values of the Sub-Accounts are
determined. Valuation dates currently occur on each day on which the New York
Stock Exchange is open for trading, and on such other days (other than a day
during which no payment, withdrawal, or surrender of a Contract was received)
when there is a sufficient degree of trading in an Underlying Fund's portfolio
securities such that the current net asset value of the Sub-Accounts may be
materially affected.

VARIABLE ACCOUNT: Separate Account VA-P, one of the Company's separate
accounts, consisting of assets segregated from other assets of the Company. The
investment performance of the assets of the Variable Account is determined
separately from the other assets of the Company and are not chargeable with
liabilities arising out of any other business which the Company may conduct.

VARIABLE ANNUITY: an Annuity providing for payments varying in amount in
accordance with the investment experience of certain Underlying Funds.

4
<PAGE>
SUMMARY

INVESTMENT OPTIONS. The Contract permits net payments to be allocated among the
Sub-Accounts, the Guarantee Period Accounts and the Fixed Account. THE FIXED
ACCOUNT AND/OR THE GUARANTEE PERIOD ACCOUNTS MAY NOT BE AVAILABLE IN ALL STATES.
SIMILARLY, NOT ALL SUB-ACCOUNTS MAY BE AVAILABLE IN ALL STATES.

SUB-ACCOUNTS -- The Sub-Accounts are subdivisions of the Variable Account,
established as the Company's Separate Account, VA-P. The Variable Account is
registered as a unit investment trust under the Investment Company Act of 1940,
as amended, (the "1940 Act") but such registration does not involve the
supervision of the management or investment practices or contracts of Variable
Account by the Securities and Exchange Commission (the "SEC").

Each Sub-Account available under the Contract invests its assets without sales
charge in a corresponding investment portfolio of the Pioneer Variable Contracts
Trust ("Trust"). The Trust is an open-end, diversified, series investment
company. The Trust consists of eight different portfolios: the International
Growth Portfolio, Capital Growth Portfolio, Real Estate Growth Portfolio,
Equity-Income Portfolio, Balanced Portfolio, America Income Portfolio, Swiss
Franc Bond Portfolio, and Money Market Portfolio ("Underlying Funds"). Each
Underlying Fund operates pursuant to different investment objectives, discussed
below.

INVESTMENT IN THE SUB-ACCOUNT. The value of each Sub-Account will vary daily
depending on the performance of the investments made by the respective
Underlying Funds. There can be no assurance that the investment objectives of
the Underlying Funds can be achieved or that the value of a Contract will equal
or exceed the aggregate amount of the purchase payments made under the Contract.
For more information about the Variable Account, the Company and the investments
of the Underlying Funds, see "DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT
AND PIONEER VARIABLE CONTRACTS TRUST." The accompanying prospectus of the Trust
describes the investment objectives and risks of each of the Underlying Funds.

Dividends or capital gains distributions received from an Underlying Fund are
reinvested in additional shares of that Underlying Fund, which are retained as
assets of the Sub-Account.

GUARANTEE PERIOD ACCOUNTS -- Assets supporting the guarantees under the
Guarantee Period Accounts are held in the Company's Separate Account GPA, a
non-unitized insulated separate account. However, values and benefits calculated
on the basis of Guarantee Period Account allocations are obligations of the
Company's General Account. Amounts allocated to a Guarantee Period Account earn
a Guaranteed Interest Rate declared by the Company. The level of the Guaranteed
Interest Rate depends on the number of years of the Guarantee Period selected.
The Company currently makes available seven Guarantee Periods ranging from three
to ten years in duration (excluding a four year Guarantee Period). Once
declared, the Guaranteed Interest Rate will not change during the duration of
the Guarantee Period. If amounts allocated to a Guarantee Period Account are
transferred, surrendered or applied to an annuity option at any time other than
the day following the last day of the applicable Guarantee Period, a Market
Value Adjustment will apply that may increase or decrease the account's value.
For more information about the Guarantee Period Accounts and the Market Value
Adjustment, see "GUARANTEE PERIOD ACCOUNTS."

FIXED ACCOUNT -- The Fixed Account is part of the General Account which consists
of all the Company's assets other than those allocated to the Variable Account
and any other separate account. Allocations to the Fixed Account are guaranteed
as to principal and minimum rate of interest. Additional excess interest may be
declared periodically at the Company's discretion. Furthermore, the initial rate
in effect on the date an amount is allocated to the Fixed Account will be
guaranteed for one year from that date. For more information about the Fixed
Accounts see Appendix A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT."

TRANSFERS AMONG ACCOUNTS. Prior to the Annuity Date, the Contracts permit
amounts to be transferred among and between the Sub-Accounts, the Guarantee
Period Accounts and the Fixed Account, subject to certain limitations described
under "Transfer Privilege."

5
<PAGE>
ANNUITY BENEFIT PAYMENTS. The owner of a Contract ("Contract Owner") may select
variable annuity benefit payments based on one or more of certain Sub-Accounts,
fixed-amount annuity benefit payments, or a combination of fixed-amount and
variable annuity benefit payments. Fixed-amount annuity benefit payments are
guaranteed by the Company.

See "DESCRIPTION OF CONTRACT" for information about annuity benefit payment
options, selecting the Annuity Date, and how annuity benefit payments are
calculated.

REVOCATION RIGHTS. An individual purchasing a Contract intended to qualify as
an Individual Retirement Annuity ("IRA") may revoke the Contract within 10 days
after receipt of the Contract. In certain states Contract Owners may have
special revocation rights. For more information about revocation rights, see
"RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY" and "RIGHT TO REVOKE OR
SURRENDER IN SOME STATES."

PAYMENT MINIMUMS AND MAXIMUMS. Under the Contracts, payments are not limited as
to frequency and number, but no payments may be submitted within one month of
the Annuity Date. Generally, the initial payment must be at least $600 ($1,000
in Washington) and subsequent payments must be at least $50. Under a monthly
automatic payment plan or a payroll deduction plan, each payment must be at
least $50. However, in cases where the contribution on behalf of an employee
under an employer-sponsored retirement plan is less than $600 but more than $300
annually, the Company may issue a Contract on the employee, if the plan's
average annual contribution per eligible plan participant is at least $600.

The Company reserves the right to set maximum limits on the aggregate purchase
payments made under the Contract. In addition, the Internal Revenue Code imposes
maximum limits on contributions under qualified annuity plans.

CHARGES AND DEDUCTIONS. For a complete discussion of charges, see "CHARGES AND
DEDUCTIONS."

A. CONTINGENT DEFERRED SALES CHARGE. No sales charge is deducted from payments
at the time they are made. However, depending on the length of time that the
payments to which the withdrawal is attributed have remained credited under the
Contract a contingent deferred sales charge of up to 7% may be assessed for a
surrender, withdrawal, or election of an annuity for a commutable period certain
option or any period certain option for less than 10 years.

B. ANNUAL CONTRACT FEE. A $30 Contract Fee will be deducted from the
Accumulated Value under the Contract for administrative expenses on the Contract
anniversary, or upon full surrender of the Contract during the year, when the
Accumulated Value is $50,000 or less. The Contract Fee is waived for Contracts
issued to and maintained by the trustee of a 401(k) plan.

C. PREMIUM TAXES. A deduction for State and local premium taxes, if any, may
be made as described under "Premium Taxes."

D. VARIABLE ACCOUNT ASSET CHARGES. A daily charge, equivalent to 1.25% per
annum, is made on the value of each Sub-Account at each Valuation Date. The
charge is retained for the mortality and expense risks the Company assumes. In
addition, to cover administrative expenses, the Company deducts a daily charge
of 0.15% per annum of the value of the average net assets in the Sub-Accounts.

E. TRANSFER CHARGE. The Company currently makes no charge to process
transfers. The Company guarantees that the first twelve transfers in a Contract
year will be free of any transfer charge. For each subsequent transfer the
Company reserves the right to assess a charge, guaranteed never to exceed $25,
to reimburse the Company for the cost of processing the transfer.

F. CHARGES OF THE UNDERLYING FUNDS. In addition to the charges described
above, certain fees and expenses are deducted from the assets of the Underlying
Funds. These charges vary among the Underlying Funds.

6
<PAGE>
SURRENDER OR WITHDRAWAL. At any time before the Annuity Date, the Contract
Owner has the right either to surrender the Contract in full and receive its
current value, minus the Contract Fee and any applicable contingent deferred
sales charge, and adjusted for any positive or negative Market Value Adjustment
or to withdraw a portion of the Contract's value subject to certain limits and
any applicable contingent deferred sales charge and/or Market Value Adjustment.
There may be tax consequences for surrender or withdrawals. For further
information, see "Surrender" and "Withdrawal," "Contingent Deferred Sales
Charge," and "FEDERAL TAX CONSIDERATIONS."

DEATH BENEFIT. If the Annuitant, Contract Owner or Joint Owner should die
before the Annuity Date, a death benefit will be paid to the beneficiary. Upon
death of the Annuitant (or an Owner if that Owner is also the Annuitant), the
death benefit is equal to the greatest of (a)the Accumulated Value increased by
any positive Market Value Adjustment; (b) gross payments accumulated daily at 5%
starting on the date each payment was applied, reduced proportionately to
reflect withdrawals (for each withdrawal the proportionate reduction is
calculated as the death benefit under this option immediately prior to the
withdrawal multiplied by the withdrawal amount and divided by the Accumulated
Value immediately prior to the withdrawal); or (c) the death benefit that would
have been payable on the most recent Contract Anniversary, increased for
subsequent purchase payments and reduced proportionately to reflect withdrawals
after that date. If an Owner who is not also the Annuitant dies prior to
annuitization, the death benefit will equal the Accumulated Value of the
Contract increased by any Market Value Adjustment determined following receipt
of due proof of death at the Principal Office. If the Annuitant dies after the
Annuity Date but before all guaranteed annuity benefit payments have been made,
the remaining payments will be paid to the beneficiary at least as rapidly as
under the annuity option in effect. See "Death Benefit."

SALES OF CONTRACTS. The Contracts are sold by agents of the Company who are
authorized by applicable state law to sell variable annuity Contracts. These
agents are registered representatives of registered broker-dealers which are
members of the National Association of Securities Dealers, Inc., and whose
representatives are authorized by applicable law to sell variable annuity
Contracts. See "Sales Expense."

7
<PAGE>
ANNUAL AND TRANSACTION EXPENSES

The purpose of the following tables is to assist the Contract Owner in
understanding the various costs and expenses that a Contract Owner will bear
directly or indirectly under the Contract. The tables reflect charges under the
Contracts, expenses of the Sub-Accounts, and expenses of the Underlying Funds.
In addition to the charges and expenses described below, in some states premium
taxes may be applicable.

<TABLE>
<CAPTION>
CONTRACT YEARS
FROM
CONTRACT OWNER TRANSACTION EXPENSES DATE OF PAYMENT CHARGE
--------------- ------------
<S> <C> <C>
CONTINGENT DEFERRED SALES CHARGE:
The charge (as a percentage of payments, applied to the amount 0-1 7%
surrendered in excess of the amount, if any, which may be 2 6%
surrendered free of charge) will be assessed upon surrender, 3 5%
withdrawal, or annuitization under any commutable period certain 4 4%
option or a noncommutable period certain option of less than 10 5 3%
years. 6 2%
7 1%
more than 7 0%

TRANSFER CHARGE:
The Company currently makes no charge for transfers. The Company None
guarantees that the first twelve transfers in a Contract year
will be free of charge. For the thirteenth and each subsequent
transfer, the Company reserves the right to assess a charge,
guaranteed never to exceed $25, to reimburse the Company for the
costs of processing the transfer.

ANNUAL CONTRACT FEE:
An Annual Contract Fee, equal to $30, is deducted when $ 30
Accumulated Value is $50,000 or less. The Contract Fee is
currently waived for Contracts issued to a trustee of a 401(k)
plan, but the Company reserves the right to impose the Contract
Fee on such Contracts.

VARIABLE ACCOUNT ANNUAL EXPENSES:
(as a percentage of average account value)
Mortality and Expense Risk Charge............................... 1.25%
Variable Account Administrative Expense Charge.................. 0.15%
---
Total Annual Expenses........................................... 1.40%
</TABLE>

8
<PAGE>
PIONEER VARIABLE CONTRACTS TRUST
<TABLE>
<CAPTION>
INT'L CAPITAL REAL ESTATE EQUITY SWISS FRANC AMERICA
GROWTH GROWTH GROWTH INCOME BALANCED BOND INCOME
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIOS ANNUAL EXPENSES
Management Fee........................ 1.00% 0.65% 1.00% 0.65% 0.65% 0.65% 0.55%
Other Expenses........................ 16.22% 3.30% 44.96% 4.67% 14.12% 68.57% 11.31%
----------- ----- ----------- ----- ----------- ----------- -----------
Total Expenses........................ 17.22% 3.95% 45.96% 5.32% 14.77% 69.22% 11.86%
Expense Reduction................... (15.72)% (2.70)% (44.71)% (4.07)% (13.52)% (67.97)% (10.61)%
----------- ----- ----------- ----- ----------- ----------- -----------
Net Expenses.......................... 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%

AFTER FEE AND EXPENSE REDUCTIONS
Management Fees 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses...................... 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%
Total Expenses...................... 1.50% 1.25% 1.25% 1.25% 1.25% 1.25% 1.25%

<CAPTION>
MONEY
MARKET
-----------
<S> <C>
PORTFOLIOS ANNUAL EXPENSES
Management Fee........................ 0.50%
Other Expenses........................ 7.84%
-----
Total Expenses........................ 8.34%
Expense Reduction................... (7.34)%
-----
Net Expenses.......................... 1.00%
AFTER FEE AND EXPENSE REDUCTIONS
Management Fees 0.00%
Other Expenses...................... 1.00%
Total Expenses...................... 1.00%
</TABLE>

Pioneering Management Corporation ("Pioneer") is the investment adviser to each
Portfolio. Pioneer has agreed voluntarily to waive its management fees or to
make other arrangements, if necessary to reduce Portfolio expenses. The
limitations for each Portfolio, as a percentage of average daily net assets, are
currently the same as the Total Portfolio Annual Expenses after expense
reductions, as indicated in the table above. Pioneer reserves the right to
terminate the limitations at any time without notice.

The following examples demonstrate the cumulative expenses which would be paid
by the Contract Owner at 1-year, 3-year, 5-year, and 10-year intervals under
certain contingencies. Each example assumes a $1,000 investment in a Sub-Account
and a 5% annual return on assets. Because the expenses of the Underlying
Portfolios differ, separate examples are used to illustrate the expenses
incurred by a Contract Owner on an investment in the various Sub-Accounts. THE
INFORMATION GIVEN UNDER THE ABOVE EXAMPLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR
LESSER THAN THOSE SHOWN.

(a) If the Contract is surrendered or annuitized* under a commutable period
certain option or a noncommutable certain option of less than 10 years at
the end of the applicable period, you would pay the following expenses on a
$1,000 investment, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
International Growth........................................ $91 $137 $184 $328
Capital Growth.............................................. $88 $130 $172 $305
Real Estate Growth.......................................... $88 $130 $172 $305
Equity Income............................................... $88 $130 $172 $305
Balanced.................................................... $88 $130 $172 $305
Swiss Franc Bond............................................ $88 $130 $172 $305
America Income.............................................. $86 $123 $160 $280
Money Market................................................ $84 $115 $148 $255
</TABLE>

* The contract fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any contract year
under an option including a life contingency.

9
<PAGE>
(b) If the Contract is annuitized* under a life option or any noncommutable
period certain option of 10 years or more at the end of the applicable time
period or if the Contract is NOT surrendered or annuitized, you would pay the
following expenses on a $1,000 investment, assuming 5% annual return on assets:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
International Growth........................................ $30 $92 $156 $328
Capital Growth.............................................. $28 $84 $144 $305
Real Estate Growth.......................................... $28 $84 $144 $305
Equity-Income............................................... $28 $84 $144 $305
Balanced.................................................... $28 $84 $144 $305
Swiss Franc Bond............................................ $28 $84 $144 $305
America Income.............................................. $25 $77 $131 $280
Money Market................................................ $23 $69 $119 $255
</TABLE>

* The contract fee is not deducted after annuitization. No contingent deferred
sales charge is assessed at the time of annuitization in any contract year
under an option including a life contingency.

Pursuant to requirements of the 1940 Act, the Contract fee has been reflected in
the examples by a method intended to show the "average" impact of the Contract
fee on an investment in the Variable Account. The total Contract fees collected
under the Contracts by the Company are divided by the total average net assets
attributable to the Contracts. The resulting percentage is 0.100%, and the
amount of the Contract fee is assumed to be $1.00 in the examples. The Contract
Fee is deducted only when the accumulated value is $50,000 or less.

10
<PAGE>
CONDENSED FINANCIAL INFORMATION
SEPARATE ACCOUNT VA-P
<TABLE>
<CAPTION>
1995
---------
<S> <C>
INTERNATIONAL GROWTH
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.094
Number of Units Outstanding at End of Period
(in thousands).............................. 2,460

CAPITAL GROWTH
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.158
Number of Units Outstanding at End of Period
(in thousands).............................. 7,981

REAL ESTATE GROWTH
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.156
Number of Units Outstanding at End of Period
(in thousands).............................. 342

EQUITY-INCOME
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.222
Number of Units Outstanding at End of Period
(in thousands).............................. 5,553

BALANCED
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.185
Number of Units Outstanding at End of Period
(in thousands).............................. 2,171

SWISS FRANC BOND
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.001
Number of Units Outstanding at End of Period
(in thousands).............................. 88

AMERICA INCOME
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.043
Number of Units Outstanding at End of Period
(in thousands).............................. 3,267

MONEY MARKET
Unit Value:
Beginning of Period........................ 1.000
End of Period.............................. 1.031
Number of Units Outstanding at End of Period
(in thousands).............................. 3,210
</TABLE>

PERFORMANCE INFORMATION

The Company from time to time may advertise the "total return" of the
Sub-Accounts and the "yield" and "effective yield" of the Sub-Account investing
in the Money Market Portfolio of the Fund. Both the total return and yield
figures are based on historical earnings and are not intended to indicate future
performance.

The "total return" of a Sub-Account refers to the total of the income generated
by an investment in the Sub-Account and of the changes in the value of the
principal (due to realized and unrealized capital gains or losses) for a
specified period, reduced by Variable Account charges, and expressed as a
percentage.

The "yield" of the Sub-Account investing in the Money Market Portfolio of the
Fund refers to the income generated by an investment in the Sub-Account over a
seven-day period (which period will be specified in the advertisement). This
income is then "annualized" by assuming that the income generated in the
specific week is generated over a 52-week period. This annualized yield is shown
as a percentage of the investment. The "effective yield" calculation is similar,
but when annualized, the income earned by an investment in the Sub-Account is
assumed to be reinvested. Thus the "effective yield" will be slightly higher
than the "yield" because of the compounding effect of this assumed reinvestment.

11
<PAGE>
The total return, yield, and effective yield figures are adjusted to reflect the
Sub-Account's asset charges. The total return figures also reflect the $30
annual Contract Fee and the contingent deferred sales charge which would be
assessed if the investment were completely withdrawn at the end of the specified
period.

The Company may also advertise supplemental total return performance
information. Supplemental total return refers to the total income generated by
an investment in the Sub-Account and the changes of value of the principal
invested (due to realized and unrealized capital gains or losses), adjusted by
the annual asset charges and expressed as a percentage of the investment.
Because it is assumed that the investment is NOT withdrawn at the end of the
specified period, the contingent deferred sales charge is NOT included in the
calculation.

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to: (i) the Standard & Poor's 500 Stock Index ("S & P
500"), Dow Jones Industrial Average ("DJIA"), Shearson Lehman Aggregate Bond
Index or other unmanaged indices so that investors may compare the Sub-Account
results with those of a group of unmanaged securities widely regarded by
investors as representative of the securities markets in general; (ii) other
groups of variable annuity separate accounts or other investment products
tracked by Lipper Analytical Services, a widely used independent research firm
which ranks mutual funds and other investment products by overall performance,
investment objectives, and assets, or tracked by other services, companies,
publications, or persons, such as Morningstar, Inc., who rank such investment
products on overall performance or other criteria; or (iii) the Consumer Price
Index (a measure for inflation) to assess the real rate of return from an
investment in the Sub-Account. Unmanaged indices may assume the reinvestment of
dividends but generally do not reflect deductions for administrative and
management costs and expenses.

Performance information for any Sub-Account reflects only the performance of a
hypothetical investment in the Sub-Account during the time period on which the
calculations are based. Performance information should be considered in light of
the investment objectives and policies and risk characteristics of the
Underlying Portfolio in which the Sub-Account invests and the market conditions
during the given time period, and should not be considered as a representation
of what may be achieved in the future.

The Contracts were first offered to the public in 1996. Performance results
below will be calculated with all charges assumed to be those applicable to the
Sub-Accounts, the Underlying Funds, and (in Table 1) assuming that the Contract
is surrendered at the end of the applicable period. Both the total return and
yield figures are based on historical earnings and are not intended to indicate
future performance.

TOTAL ANNUAL RETURNS FOR PERIOD ENDING DECEMBER 31, 1995
(ASSUMING COMPLETE WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
TOTAL RETURN
SINCE
NAME INCEPTION
- ---------------------------------------------------------- --------------
<S> <C>
International Growth...................................... 2.29%
Capital Growth............................................ 8.80%
Real Estate Growth........................................ 8.61%
Equity Income............................................. 15.22%
Balanced.................................................. 12.46%
Swiss Franc Bond.......................................... (6.16)%
America Income............................................ (1.92)%
Money Market.............................................. (3.38)%
</TABLE>

12
<PAGE>
TOTAL ANNUAL RETURNS FOR PERIODS ENDING DECEMBER 31, 1995
(ASSUMING NO WITHDRAWAL OF THE INVESTMENT)

<TABLE>
<CAPTION>
TOTAL RETURN
NAME SINCE INCEPTION
- ---------------------------------------------------------- ---------------
<S> <C>
International Growth...................................... 9.17%
Capital Growth............................................ 15.80%
Real Estate Growth........................................ 15.61%
Equity-Income............................................. 22.22%
Balanced.................................................. 19.46%
Swiss Franc Bond.......................................... 0.15%
America Income............................................ 4.68%
Money Market.............................................. 3.12%
</TABLE>

WHAT IS AN ANNUITY?

In general, an annuity is a contract designed to provide a retirement income in
the form of periodic payments for the lifetime of the Contract Owner or an
individual chosen by the Contract Owner. The retirement income payments are
called "annuity benefit payments" and the individual receiving the payments is
called the "Annuitant." Annuity benefit payments begin on the annuity date.

Under an annuity contract, the insurance company assumes a mortality risk and an
expense risk. The mortality risk arises from the insurance company's guarantee
that annuity benefit payments will continue for the life of the Annuitant,
regardless of how long the Annuitant lives or how long all Annuitants as a group
live. The expense risk arises from the insurance company's guarantee that
charges will not be increased beyond the limits specified in the Contract,
regardless of actual costs of operations.

The Contract Owner's payments, less any applicable deductions, are invested by
the insurance company. After retirement, annuity benefit payments are paid to
the Annuitant for life or for such other period chosen by the Contract Owner. In
the case of a "fixed" annuity, the value of these annuity benefit payments is
guaranteed by the insurance company, which assumes the risk of making the
investments to enable it to make the guaranteed payments. For more information
about fixed annuities see APPENDIX A, "MORE INFORMATION ABOUT THE FIXED
ACCOUNT." With a variable annuity, the value of the Contract and the annuity
benefit payments are not guaranteed but will vary depending on the investment
performance of a portfolio of securities. Any investment gains or losses are
reflected in the value of the Contract and in the annuity benefit payments. If
the portfolio increases in value, the value of the Contract increases. If the
portfolio decreases in value, the value of the Contract decreases.

RIGHT TO REVOKE INDIVIDUAL RETIREMENT ANNUITY

An individual purchasing a Contract intended to qualify as an Individual
Retirement Annuity ("IRA") may revoke the Contract at any time within 10 days
after receipt of the contract and receive a refund. In order to revoke the
Contract, the Contract Owner must mail or deliver the Contract to the agent
through whom the Contract was purchased, to the Principal Office of the Company
at 440 Lincoln Street, Worcester, Massachusetts 01653, or to any local agency of
the Company. Mailing or delivery must occur on or before 10 days after receipt
of the Contract for revocation to be effective.

Within seven days the Company will provide a refund equal to the greater of (1)
gross payments, or (2) the Accumulated Value plus any amounts deducted under the
Contract or by the Underlying Investment Companies for taxes, charges or fees.

13
<PAGE>
The liability of the Variable Account under this provision is limited to the
Contract Owner's Accumulated Value in the Sub-Accounts on the date of
cancellation. Any additional amounts refunded to the Contract Owner will be paid
by the Company.

RIGHT TO REVOKE OR SURRENDER IN SOME STATES

In Georgia, Idaho, Indiana, Michigan, Missouri, North Carolina, Oklahoma, South
Carolina, Texas, Utah, Washington and West Virginia, any Contract Owner may
revoke the Contract at any time within ten days (20 in Idaho) after receipt of
the Contract and receive a refund as described under "RIGHT TO REVOKE INDIVIDUAL
RETIREMENT ANNUITY", above.

In all other states, a Contract Owner may return the Contract at any time within
10 days (or the number of days required by state law if more than 10) after
receipt of the Contract. The Company will pay to the Contract Owner an amount
equal to the sum of (i) the difference between the amount paid, including fees,
and any amount allocated to the Variable Account and (ii) the Accumulated Value
of amounts allocated to the Variable Account as of the date the request is
received. If the Contract was purchased as an IRA, the IRA revocation right
described above may be utilized in lieu of the special surrender right.

DESCRIPTION OF THE COMPANY, THE VARIABLE ACCOUNT,
AND PIONEER VARIABLE CONTRACTS TRUST

THE COMPANY -- The Company is a life insurance company organized under the laws
of Delaware in July, 1974. Its Principal Office is located at 440 Lincoln
Street, Worcester, Massachusetts 01653, Telephone 508-855-1000. The Company is
subject to the laws of the state of Delaware governing insurance companies and
to regulation by the Commissioner of Insurance of Delaware. In addition, the
Company is subject to the insurance laws and regulations of other states and
jurisdictions in which it is licensed to operate. As of December 31, 1995, the
Company had over $5 billion in assets and over $18 billion of life insurance in
force.

Effective October 1, 1995, the Company changed its name from SMA Life Assurance
Company to Allmerica Financial Life Insurance and Annuity Company. The Company
is an indirect wholly-owned subsidiary of First Allmerica Financial Life
Insurance Company ("First Allmerica"), which in turn is a wholly-owned
subsidiary of Allmerica Financial Corporation ("AFC"). First Allmerica,
originally organized under the laws of Massachusetts in 1844 as a mutual life
insurance company and known as State Mutual Life Assurance Company of America,
converted to a stock life insurance company on October 16, 1995 and adopted its
present name. First Allmerica is the fifth oldest life insurance company in
America. As of December 31, 1995 First Allmerica and its subsidiaries (including
the Company) had over $11 billion in combined assets and over $35.2 billion in
life insurance in force.

THE VARIABLE ACCOUNT -- The Variable Account is a separate investment account of
the Company referred to as Separate Account VA-P. The assets used to fund the
variable portions of the Contracts are set aside in the Sub-Accounts of the
Variable Account, and are kept separate and apart from the general assets of the
Company. Each Sub-Account is administered and accounted for as part of the
general business of the Company, but the income, capital gains, or capital
losses of each Sub-Account are allocated to such Sub-Account, without regard to
other income, capital gains, or capital losses of the Company. Under Delaware
law, the assets of the Variable Account may not be charged with any liabilities
arising out of any other business of the Company.

The Variable Account was authorized by vote of the Board of Directors of the
Company on October 27, 1994. The Variable Account meets the definition of a
"separate account" under federal securities laws and is registered with the
Securities and Exchange Commission ("SEC") as a unit investment trust under the
Investment Company Act of 1940 ("1940 Act"). Such registration does not involve
the supervision of management or investment practices or policies of the
Variable Account or the Company by the Commission.

14
<PAGE>
The Company may offer other variable annuity contracts investing in the Variable
Account which are not discussed in this prospectus. The Variable Account may
also invest in other underlying funds which are not available to the Contracts
described in this prospectus. The Company reserves the right, subject to
compliance with applicable law, to change the names of the Variable Account and
the Sub-Accounts.

PIONEER VARIABLE CONTRACTS TRUST

Pioneer Variable Contracts Trust (the "Fund") is an open-end, diversified,
management investment company registered with the SEC under the 1940 Act. Such
registration does not involve supervision by the SEC of the investments or
investment policy of the Fund or its separate investment Portfolios. Pioneering
Management Corporation ("Pioneer") is the investment adviser to each Portfolio.

The Fund was established to provide a vehicle for the investment of assets of
various separate accounts supporting variable insurance policies. The Fund
currently has eight investment portfolios ("Underlying Portfolios"), each
issuing a separate series of shares: International Growth Portfolio, Capital
Growth Portfolio, Real Estate Growth Portfolio, Equity-Income Portfolio,
Balanced Portfolio, Swiss Bond Franc Portfolio, America Income Portfolio and
Money Market Portfolio. Certain of the Portfolios may not be available in all
states. The assets of each Portfolio are held separately from the assets of the
other Portfolios. Each Portfolio operates as a separate investment vehicle, and
the income or losses of one Portfolio have no effect on the investment
performance of another Portfolio. Shares of the Fund may be sold directly to
separate accounts established and maintained by insurance companies for the
purpose of funding variable contracts and to certain qualified pension and
retirement plans.

INVESTMENT OBJECTIVES AND POLICIES -- A summary of investment objectives of each
of the Underlying Portfolios is set forth below. More detailed information
regarding the investment objectives, restrictions and risks, expenses paid by
the Underlying Portfolios, and other relevant information regarding the
Underlying Portfolios may be found in the Prospectus of the Fund, which
accompanies this Prospectus and should be read carefully before investing. The
Statement of Additional Information of the Fund is available upon request.

SUB-ACCOUNT 251 -- invests solely in shares of the International Growth
Portfolio. This Portfolio seeks long-term growth of capital primarily through
investments in non-U.S. equity securities and related depositary receipts.

SUB-ACCOUNT 252 -- invests solely in shares of the Capital Growth Portfolio.
This Portfolio seeks capital appreciation through a diversified portfolio of
securities consisting primarily of common stocks.

SUB-ACCOUNT 253 -- invests solely in shares of the Real Estate Growth Portfolio.
This Portfolio seeks long-term growth of capital primarily through investments
in the securities of real estate investment trusts (REITS) and other real estate
industry companies. Current income is the Portfolio's secondary investment
objective.

SUB-ACCOUNT 254 -- invests solely in shares of the Equity-Income Portfolio. This
Portfolio seeks current income and long-term capital growth by investing in a
portfolio of income-producing equity securities of U.S. corporations. The
Portfolio's goal is to achieve a current dividend yield which exceeds the
published composite yield of the securities comprising the Standard & Poor's 500
Composite Stock Price Index.

SUB-ACCOUNT 255 -- invests solely in shares of the Balanced Portfolio. The
Balanced Portfolio seeks capital growth and current income by actively managing
investments in a diversified portfolio of equity securities and bonds.

15
<PAGE>
SUB-ACCOUNT 256 -- invests solely in shares of the America Income Portfolio.
This Portfolio seeks as high a level of current income as is consistent with the
preservation of capital. This Portfolio invests exclusively in United States
("U.S.") Government Securities and in "when issued" commitments and repurchase
agreements with respect to such securities.

SUB-ACCOUNT 257 -- invests solely in shares of the Money Market Portfolio. This
Portfolio seeks current income consistent with preserving capital and providing
liquidity.

SUB-ACCOUNT 258 -- invests solely in shares of the Swiss Franc Bond Portfolio.
This portfolio seeks to approximate the performance of the Swiss franc relative
to the U.S. dollar while earning a reasonable level of income.

There is no assurance that the investment objectives of the Portfolios will be
met. IN SOME STATES, INSURANCE REGULATIONS MAY RESTRICT THE AVAILABILITY OF
PARTICULAR SUB-ACCOUNTS.

In the event of a material change in the investment policy of a Sub-Account or
the Underlying Portfolio in which it invests, the Contract Owner will be
notified of the change. If the Contract Owner has Contract value in that
Sub-Account, the Company will transfer it without charge on written request by
the Contract Owner to another Sub-Account or to the General Account, where
available. The Company must receive such written request within sixty (60) days
of the later of (1) the effective date of such change in the investment policy
or (2) the receipt of the notice of the Contract Owner's right to transfer.

INVESTMENT ADVISORY SERVICES -- Each Portfolio pays a management fee to Pioneer
for managing its investments and business affairs. Each Portfolio's management
fee is computed daily and paid monthly at the following annual rate:

<TABLE>
<CAPTION>
MANAGEMENT FEE
AS A % OF
PORTFOLIO AVERAGE
DAILY NET ASSETS
-------------------
<S> <C>
International Growth..................................... 1.00%
Capital Growth........................................... 0.65%
Real Estate Growth....................................... 1.00%
Equity-Income............................................ 0.65%
Balanced................................................. 0.65%
Swiss Franc Bond......................................... 0.65%
America Income........................................... 0.55%
Money Market............................................. 0.50%
</TABLE>

ADDITION, DELETION OR SUBSTITUTION OF INVESTMENTS -- The Company reserves the
right, subject to applicable law, to make additions to, deletions from, or
substitutions for the shares that are held in the Sub-Accounts or that the
Sub-Accounts may purchase. If the shares of any Underlying Fund are no longer
available for investment or if in the Company's judgment further investment in
any Underlying Fund should become inappropriate in view of the purposes of the
Variable Account or the affected Sub-Account, the Company may withdraw the
shares of that Underlying Fund and substitute shares of another registered
open-end management company. The Company will not substitute any shares
attributable to a Contract interest in a Sub-Account without notice to the
Contract Owner and prior approval of the Commission and state insurance
authorities, to the extent required by the 1940 Act or other applicable law. The
Variable Account may, to the extent permitted by law, purchase other securities
for other contracts or permit a conversion between contracts upon request by a
Contract Owner.

The Company also reserves the right to establish additional Sub-Accounts of the
Variable Account, each of which would invest in shares corresponding to a new
Underlying Fund or in shares of another investment company having a specified
investment objective. Subject to applicable law and any required Commission
approval, the Company may, in its sole discretion, establish new Sub-Accounts

16
<PAGE>
or eliminate one or more Sub-Accounts if marketing needs, tax considerations or
investment conditions warrant. Any new Sub-Accounts may be made available to
existing Contract Owners on a basis to be determined by the Company.

Shares of the Underlying Funds are also issued to other unaffiliated insurance
companies ("shared funding") which issue variable annuities and variable life
Contracts ("mixed funding"). It is conceivable that in the future such mixed
funding or shared funding may be disadvantageous for variable life Contract
Owners or variable annuity Contract Owners. Although the Company and the Trust
do not currently foresee any such disadvantages to either variable life
insurance Contract Owners or variable annuity Contract Owners, the Company and
the Trust intend to monitor events in order to identify any material conflicts
between such Contract Owners and to determine what action, if any, should be
taken in response thereto. If it were concluded that Variable funds should be
established for variable life and variable annuity separate accounts, the
Company will bear the attendant expenses.

If any of these substitutions or changes are made, the Company may by
appropriate endorsement change the Contract to reflect the substitution or
change and will notify Contract Owners of all such changes. If the Company deems
it to be in the best interest of Contract Owners, and subject to any approvals
that may be required under applicable law, the Variable Account or any
Sub-Accounts may be operated as a management company under the 1940 Act, may be
deregistered under the 1940 Act if registration is no longer required, or may be
combined with other Sub-Accounts or other separate accounts of the Company.

VOTING RIGHTS

The Company will vote Underlying Fund shares held by each Sub-Account in
accordance with instructions received from Contract Owners and, after the
Annuity Date, from the Annuitants. Each person having a voting interest in a
Sub-Account will be provided with proxy materials of the Underlying Fund
together with a form with which to give voting instructions to the Company.
Shares for which no timely instructions are received will be voted in proportion
to the instructions which are received. The Company will also vote shares in a
Sub-Account that it owns and which are not attributable to Contracts in the same
proportion. If the 1940 Act or any rules thereunder should be amended or if the
present interpretation of the 1940 Act or such rules should change, and as a
result the Company determines that it is permitted to vote shares in its own
right, whether or not such shares are attributable to the Contract, the Company
reserves the right to do so.

The number of votes which a Contract Owner or Annuitant may cast will be
determined by the Company as of the record date established by the Underlying
Fund. During the accumulation period, the number of Underlying Fund shares
attributable to each Contract Owner will be determined by dividing the dollar
value of the Accumulation Units of the Sub-Account credited to the Contract by
the net asset value of one Underlying Fund share.

During the annuity period, the number of Underlying Fund shares attributable to
each Annuitant will be determined by dividing the reserve held in each
Sub-Account for the Annuitant's variable annuity by the net asset value of one
Underlying Fund share. Ordinarily, the Annuitant's voting interest in the
Underlying Fund will decrease as the reserve for the variable annuity is
depleted.

CHARGES AND DEDUCTIONS

Deductions under the Contracts and charges against the assets of the
Sub-Accounts are described below. Other deductions and expenses paid out of the
assets of the Underlying Funds are described in the Prospectus and Statement of
Additional Information of the Trust.

A. ANNUAL CHARGES AGAINST VARIABLE ACCOUNT ASSETS.

MORTALITY AND EXPENSE RISK CHARGE -- The Company makes a charge of 1.25% on an
annual basis of the daily value of each Sub-Account's assets to cover the
mortality and expense risk which the Company assumes in relation to the variable
portion of the Contracts. The charge is imposed during both the

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<PAGE>
accumulation period and the annuity period. The mortality risk arises from the
Company's guarantee that it will make annuity benefit payments in accordance
with annuity rate provisions established at the time the Contract is issued for
the life of the Annuitant (or in accordance with the annuity option selected),
no matter how long the Annuitant (or other payee) lives and no matter how long
all Annuitants as a class live. Therefore, the mortality charge is deducted
during the annuity phase on all contracts, including those that do not involve a
life contingency, even though the Company does not bear direct mortality risk
with respect to variable annuity settlement options that do not involve life
contingencies. The expense risk arises from the Company's guarantee that the
charges it makes will not exceed the limits described in the Contracts and in
this Prospectus.

If the charge for mortality and expense risks is not sufficient to cover actual
mortality experience and expenses, the Company will absorb the losses. If
expenses are less than the amounts provided to the Company by the charge, the
difference will be a profit to the Company. To the extent this charge results in
a profit to the Company, such profit will be available for use by the Company
for, among other things, the payment of distribution, sales and other expenses.

Since mortality and expense risks involve future contingencies which are not
subject to precise determination in advance, it is not feasible to identify
specifically the portion of the charge which is applicable to each. The Company
estimates that a reasonable allocation might be .80% for mortality risk and .45%
for expense risk.

ADMINISTRATIVE EXPENSE CHARGE -- The Company assesses each Sub-Account with a
daily charge at an annual rate of 0.15% of the average daily net assets of the
Sub-Account. The charge is imposed during both the accumulation period and the
annuity period. The daily Administrative Expense Charge is assessed to help
defray administrative expenses actually incurred in the administration of the
Sub-Account, without profits. However, there is no direct relationship between
the amount of administrative expenses imposed on a given contract and the amount
of expenses actually attributable to that contract.

Deductions for the Contract Fee (described under B. CONTRACT FEE) and for the
Administrative Expense Charge are designed to reimburse the Company for the cost
of administration and related expenses and are not expected to be a source of
profit. The administrative functions and expense assumed by the Company in
connection with the Variable Account and the Contracts include, but are not
limited to, clerical, accounting, actuarial and legal services, rent, postage,
telephone, office equipment and supplies, expenses of preparing and printing
registration statements, expense of preparing and typesetting prospectuses and
the cost of printing prospectuses not allocable to sales expense, filing and
other fees.

B. CONTRACT FEE.

A $30 Contract Fee currently is deducted on the Contract anniversary date and
upon full surrender of the Contract when the Accumulated Value is $50,000 or
less. The Contract Fee is waived for Contracts issued to and maintained by the
Trustee of a 401(k) plan. Where Contract value has been allocated to more than
one account, a percentage of the total Contract Fee will be deducted from the
Value in each account. The portion of the charge deducted from each account will
be equal to the percentage which the Value in that account bears to the
Accumulated Value under the Contract. The deduction of the Contract Fee from a
Sub-Account will result in cancellation of a number of Accumulation Units equal
in value to the percentage of the charge deducted from that account.

C. PREMIUM TAXES.

Some states and municipalities impose a premium tax on variable annuity
Contracts. State premium taxes currently range up to 3.5%.

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<PAGE>
The Company makes a charge for state and municipal premium taxes, when
applicable, and deducts the amount paid as a premium tax charge. The current
practice of the Company is to deduct the premium tax charge in one of two ways:

(1) if the premium tax was paid by the Company when purchase payments were
received, the premium tax charge is deducted on a pro rata basis when
withdrawals are made, upon surrender of the Contract, or when annuity
benefit payments begin (the Company reserves the right instead to deduct
the premium tax charge for these Contracts at the time the payments are
received); or

(2) the premium tax charge is deducted when annuity benefit payments begin.

In no event will a deduction be taken before the Company has incurred a tax
liability under applicable state law.

If no amount for premium tax was deducted at the time the payment was received,
but subsequently tax is determined to be due prior to the Annuity Date, the
Company reserves the right to deduct the premium tax from the Accumulated Value
at the time such determination is made.

D. CONTINGENT DEFERRED SALES CHARGE.

No charge for sales expense is deducted from payments at the time the payments
are made. However, a contingent deferred sales charge is deducted from the
Accumulated Value of the Contract in the case of surrender and/or withdrawal of
the Contract or at the time annuity benefit payments begin, within certain time
limits described below.

For purposes of determining the contingent deferred sales charge, the
Accumulated Value is divided into three categories: (1) New Payments -- payments
received by the Company during the seven years preceding the date of the
surrender; (2) Old Payments -- Accumulated payments not defined as New Payments;
and (3) Earnings -- the amount of Contract Value in excess of all payments that
have not been previously surrendered. For purposes of determining the amount of
any contingent deferred sales charge, surrenders will be deemed to be taken
first from Old Payments, then from New Payments. Old Payments may be withdrawn
from the Contract at any time without the imposition of a contingent deferred
sales charge. If a withdrawal is attributable all or in part to New Payments, a
contingent deferred sales charge may apply.

CHARGES FOR SURRENDER AND WITHDRAWAL. If a Contract is surrendered, or if New
Payments are withdrawn, while the Contract is in force and before the Annuity
Date, a contingent deferred sales charge may be imposed. The amount of the
charge will depend upon the number of years that the New Payments, if any, to
which the withdrawal is attributed, have remained credited under the Contract.
Amounts withdrawn are deducted first from Old Payments. Then, for the purpose of
calculating surrender charges for New Payments, all amounts withdrawn are
assumed to be deducted first from the earliest New Payment and then from the
next earliest New Payment and so on, until all New Payments have been exhausted
pursuant to the first-in-first-out ("FIFO") method of accounting. (See "FEDERAL
TAX CONSIDERATIONS" for a discussion of how withdrawals are treated for income
tax purposes.)

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<PAGE>
The Contingent Deferred Sales Charges are as follows:

<TABLE>
<CAPTION>
YEARS FROM CHARGE AS
DATE OF PERCENTAGE OF NEW
PAYMENT PAYMENTS WITHDRAWN
----------- -------------------------
<S> <C>
less than 1.......................................... 7%
2................................................ 6%
3................................................ 5%
4................................................ 4%
5................................................ 3%
6................................................ 2%
7................................................ 1%
More than 7.......................................... 0%
</TABLE>

The amount withdrawn equals the amount requested by the Contract Owner plus the
charge, if any. The charge is applied as a percentage of the New Payments
withdrawn, but in no event will the total contingent deferred sales charge
exceed a maximum limit of 7% of total gross New Payments. Such total charge
equals the aggregate of all applicable contingent deferred sales charges for
surrender, withdrawals, and annuitization.

REDUCTION OR ELIMINATION OF SURRENDER CHARGE. Where permitted by law, the
Company will waive the contingent deferred sales charge in the event that an
Owner (or the Annuitant, if the Owner is not an individual) is: (a) admitted to
a medical care facility after the issue date of the Contract and remains
confined there until the later of one year after the issue date or 90
consecutive days; (b) first diagnosed by a licensed physician as having a fatal
illness after the issue date of the contract; or (c) physically disabled after
the issue date of the Contract and before attaining age 65. The Company may
require proof of such disability and continuing disability, including written
confirmation of receipt and approval of any claim for Social Security Disability
Benefits and reserves the right to obtain an examination by a licensed physician
of its choice and at its expense.

For purposes of the above provision, "medical care facility" means any state
licensed facility (or, in a state that does not require licensing, a facility
that is operating pursuant to state law), providing medically necessary
inpatient care which is prescribed by a licensed "physician" in writing and
based on physical limitations which prohibit daily living in a non-institutional
setting; "fatal illness" means a condition diagnosed by a licensed physician
which is expected to result in death within two years of the diagnosis; and
"physician" means a person other than the Owner, Annuitant or a member of one of
their families who is state licensed to give medical care or treatment and is
acting within the scope of that license.

Where contingent deferred sales charges have been waived under any one of three
situations discussed above, no additional payments under this Contract will be
accepted.

Where permitted by law, no contingent deferred sales charge is imposed (and no
commissions will be paid) on contracts issued where both the Contract Owner and
the Annuitant on the date of issue are within the following classes of
individuals ("eligible persons"): employees and registered representatives of
any broker-dealer which has entered into a Sales Agreement with the Company to
sell the Contract; officers, directors, trustees and employees of any of the
Underlying Funds, investment managers or sub-advisers; and the spouses and
children/ other legal dependants (under age 21) of such eligible persons.

In addition, from time to time the Company may also reduce the amount of the
contingent deferred sales charge, the period during which it applies, or both,
when Contracts are sold to individuals or groups of individuals in a manner that
reduces sales expenses. The Company will consider (a) the size and type of
group; (b) the total amount of payments to be received; and (c) other
transactions where sales expenses are likely to be reduced. Any reduction, or
elimination of the amount or duration of the contingent deferred sales charge
will not discriminate unfairly between purchasers of this Contract. The Company
will not make any changes to this charge where prohibited by law.

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<PAGE>
Pursuant to Section 11 of the 1940 Act and Rule 11a-2 thereunder, the contingent
deferred sales charges is modified to effect certain exchanges of the annuity
contracts for the Contracts. See Statement of Additional Information.

WITHDRAWAL WITHOUT SURRENDER CHARGE. In each calendar year, the Company will
waive the contingent deferred sales charge, if any, on an amount ("Withdrawal
Without Surrender Charge") equal to the greatest of (1), (2) or (3):

Where (1) is:

Where (2) is:

15% of the Accumulated Value as of the Valuation Date coincident with or
next following the date of receipt of the request for withdrawal, reduced
by the total amount of any prior withdrawals made in the same calendar year
to which no contingent deferred sales charge was applied.

Where (3) is:

The amount calculated under the Company's life expectancy distribution
(see"LED Distributions," below) whether or not the withdrawal was part of
such distribution (applies only if Annuitant is also an Owner).

For example, an 81 year old Contract Owner/Annuitant with an Accumulated Value
of $15,000, of which $1,000 is Cumulative Earnings, would have a Free Withdrawal
Without Surrender Charge Amount of $2,250, which is equal to the greatest of:

(1)Cumulative Earnings ($1,000);

(2)15% of Accumulated Value ($2,250); or

(3)LED distribution of 10.2% of Accumulated Value ($1,530).

The Withdrawal Without Surrender Charge will first be deducted from Cumulative
Earnings. If the Withdrawal Without Surrender Charge exceeds Cumulative
Earnings, the excess amount will be deemed withdrawn from payments not
previously withdrawn on a last-in-first-out ("LIFO") basis. If more than one
withdrawal is made during the year, on each subsequent withdrawal the Company
will waive the contingent deferred sales charge, if any, until the entire
Withdrawal Without Surrender Charge has been withdrawn. Amounts withdrawn from a
Guarantee Period Account prior to the end of the applicable Guarantee Period
will be subject to a Market Value Adjustment.

LED DISTRIBUTIONS. Prior to the Annuity Date a Contract Owner who is also the
Annuitant may elect to make a series of systematic withdrawals from the Contract
according to a life expectancy distribution ("LED") option, by returning a
properly signed LED request form to the Company's Principal Office. The LED
option permits the Contract Owner to make systematic withdrawals from the
Contract over his or her lifetime. The amount withdrawn from the Contract
changes each year, because life expectancy changes each year that a person
lives. For example, actuarial tables indicate that a person age 70 has a life
expectancy of 16 years, but a person who attains age 86 has a life expectancy of
another 6.5 years.

If a Contract Owner elects the LED option, in each contract year a fraction of
the Accumulated Value is withdrawn based on the Contract Owner's then life
expectancy. The numerator of the fraction is 1 (one) and the denominator of the
fraction is the remaining life expectancy of the Contract Owner, as determined
annually by the Company. The resulting fraction, expressed as a percentage, is
applied to the Accumulated Value at the beginning of the year to determine the
amount to be distributed during

21
<PAGE>
the year. The Contract Owner may elect monthly, bimonthly, quarterly,
semiannual, or annual distributions, and may terminate the LED option at any
time. The Contract Owner may also elect to receive distributions under an LED
option which is determined on the joint life expectancy of the Contract Owner
and a beneficiary. The Company may also offer other systematic withdrawal
options.

If a Contract Owner makes withdrawals under the LED distribution prior to age
59 1/2, the withdrawals may be treated by the IRS as premature distributions
from the Contract. The payments would then be taxed on an "income first" basis,
and be subject to a 10% federal tax penalty. For more information, see "FEDERAL
TAX CONSIDERATIONS" and "B. Taxation of the Contracts in General."

SURRENDERS. In the case of a complete surrender, the amount received by the
Contract Owner is equal to the entire Accumulated Value under the Contract, net
of the applicable contingent deferred sales charge on New Payments, the Contract
Fee and any applicable tax withholding and adjusted for any applicable market
value adjustment. Subject to the same rules that are applicable to withdrawals,
the Company will not assess a contingent deferred sales charge on an amount
equal to the greater of the Withdrawal Without Surrender Charge Amount,
described above, or the life expectancy distribution, if applicable.

Where a Contract Owner who is trustee under a pension plan surrenders, in whole
or in part, a Contract on a terminating employee, the trustee will be permitted
to reallocate all or a part of the total Accumulated Value under the Contract to
other contracts issued by the Company and owned by the trustee, with no
deduction for any otherwise applicable contingent deferred sales charge. Any
such reallocation will be at the unit values for the Sub-Accounts as of the
valuation date on which a written, signed request is received at the Company's
Principal Office.

For further information on surrender and withdrawal, including minimum limits on
amount withdrawn and amount remaining under the Contract in the case of
withdrawal, and important tax considerations, see "Surrender" and "Withdrawal"
under "DESCRIPTION OF THE CONTRACT" and see "FEDERAL TAX CONSIDERATIONS."

CHARGE AT THE TIME ANNUITY BENEFIT PAYMENTS BEGIN. If any commutable period
certain option or a non-commutable period certain option for less than ten years
is chosen, a contingent deferred sales charge will be deducted from the
Accumulated Value of the Contract if the Annuity Date occurs at any time when
the surrender charge would still apply had the Contract been surrendered on the
Annuity Date.

No contingent deferred sales charge is imposed at the time of annuitization in
any Contract year under an option involving a life contingency or for any
non-commutable period certain option for ten years or more. However, a Market
Value Adjustment may apply. See "Guarantee Period Accounts".

If an owner of a fixed annuity Contract issued by the Company wishes to elect a
variable annuity option, the Company may permit such owner to exchange, at the
time of annuitization, the fixed Contract for a Contract offered in this
Prospectus. The proceeds of the fixed Contract, minus any contingent deferred
sales charge applicable under the fixed Contract if a period certain option is
chosen, will be applied towards the variable annuity option desired by the
owner. The number of Annuity Units under the option will be calculated using the
Annuity Unit values as of the 15th of the month preceding the Annuity Date.

E. TRANSFER CHARGE -- The Company currently makes no charge for processing
transfers. The Company guarantees that the first twelve transfers in a Contract
Year will be free of transfer charge, but reserves the right to assess a charge,
guaranteed never to exceed $25, for the thirteenth and each subsequent transfer
in a Contract Year.

The Contract Owner may have automatic transfers of at least $100 a month made on
a periodic basis (a) from the Sub-Account which invests in the America Income
and the Money Market Portfolio or from the Fixed Account to one or more of the
other Sub-Accounts, or (b) in order to reallocate Contract

22
<PAGE>
Value among the Sub-Accounts. The first automatic transfer counts as one
transfer towards the twelve transfers which are guaranteed to be free of a
transfer charge in each Contract year. For more information, see "Transfer
Privilege."

OTHER CHARGES -- Because the Sub-Accounts purchase shares of the Fund, the value
of the net assets of the Sub-Accounts will reflect the investment advisory fee
and other expenses incurred by the Underlying Funds. The Prospectus and
Statement of Additional Information of the Fund contain additional information
concerning expenses of the Underlying Funds.

SALES EXPENSE. The Company pays commissions on the Contracts of up to 6.5% of
purchase payments to entities which sell the Contracts. To the extent permitted
by NASD rules, expense reimbursement allowances and additional payments for
other services not directly related to the sale of the Contracts, including the
recruitment and training of personnel, production of promotional literature, and
similar services may also be made.

The Company intends to recoup the commissions and other sales expenses through a
combination of anticipated contingent deferred sales charges, described above,
and the investment earnings on amounts allocated to accumulate on a fixed basis
in excess of the interest credited on fixed accumulations by the Company. There
is no additional charge to Contract Owners or the Variable Account. Any
contingent deferred sales charges assessed on a Contract will be retained by the
company.

DESCRIPTION OF THE CONTRACT

The Contracts are designed for use in connection with several types of
retirement plans as well as for sale to individuals. Participants under such
plans, as well as Contract Owners, Annuitants, and beneficiaries, are cautioned
that the rights of any person to any benefits under such Contracts may be
subject to the terms and conditions of the plans themselves, regardless of the
terms and conditions of the Contracts.

The Contracts offered by the Prospectus may be purchased from representatives of
Allmerica Investments, Inc., a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. (NASD). Allmerica Investments, Inc., 440 Lincoln Street,
Worcester, Massachusetts, 01653, is indirectly wholly-owned by the Company. The
Contracts also may be purchased from certain independent broker-dealers which
are NASD members.

Contract Owners may direct any inquiries to Annuity Customer Services, Allmerica
Financial Life Insurance and Annuity Company, 440 Lincoln Street, Worcester,
Massachusetts 01653 1-800-533-7881.

A. PAYMENTS.

The Company's underwriting requirements, which include receipt of the initial
payment and allocation instructions by the Company at its Principal Office, must
be met before a Contract can be issued. These requirements may also include the
proper completion of an application; however, where permitted, the Company may
issue a contract without completion of an application for certain classes of
annuity contracts. Payments are to be made payable to the Company. A net payment
is equal to the payment received less the amount of any applicable premium tax.

The initial net payment will be credited to the Contract as of the date that all
underwriting requirements are properly met. If all underwriting requirements are
not complied with within five business days of the Company's receipt of the
initial payment, the payment will be immediately returned unless the Owner
specifically consents to the holding of the initial payment until completion of
any outstanding underwriting requirements. Subsequent payments will be credited
as of the Valuation Date received at the Principal Office.

Payments are not limited as to frequency and number, but there are certain
limitations as to amount. Currently, the initial payment must be at least $600
($1,000 in Washington). Under a salary deduction

23
<PAGE>
or monthly automatic payment plan, the minimum initial payment is $50. In all
cases, each subsequent payment must be at least $50. Where the contribution on
behalf of an employee under an employer-sponsored retirement plan is less than
$600 but more than $300 annually, the Company may issue a contract on the
employee, if the plan's average annual contribution per eligible plan
participant is at least $600. The minimum allocation to a Guarantee Period
Account is $1,000. If less than $1,000 is allocated to a Guarantee Period
Account, the Company reserves the right to apply that amount to Sub-Account 257
(Money Market Portfolio).

Generally, unless otherwise requested, all payments will be allocated among the
accounts in the same proportion that the initial net payment is allocated, or,
if subsequently changed, according to the most recent allocation instructions.
However, to the extent permitted by state law, if the contract is issued as an
IRA or is issued in Georgia, Idaho, Indiana, Michigan, Missouri, North Carolina,
Oklahoma, South Carolina, Texas, Utah, Washington and West Virginia, any portion
of the initial net payment and additional net payments received during the
contracts's first fifteen days measured from the date of issue, allocated to any
Sub-Account and/or any Guarantee Period Account, will be held in Sub-Account 257
( Money Market Portfolio) until the end of the fifteen day period. Thereafter,
these amounts will be allocated as requested.

The Contract Owner may change allocation instructions for new payments pursuant
to a written or telephone request. If telephone requests are elected by the
Contract Owner, a properly completed authorization must be on file before
telephone requests will be honored. The policy of the Company and its agents and
affiliates is that they will not be responsible for losses resulting from acting
upon telephone requests reasonably believed to be genuine. The Company will
employ reasonable procedures to confirm that instructions communicated by
telephone are genuine; otherwise, the Company may be liable for any losses due
to unauthorized or fraudulent instructions. The procedures the Company follows
for transactions initiated by telephone include requirements that callers on
behalf of a Contract Owner identify themselves by name and identify the
Annuitant by name, date of birth and social security number. All transfer
instructions by telephone are tape recorded.

B. TRANSFER PRIVILEGE.

At any time prior to the Annuity Date a Contract Owner may have amounts
transferred among all accounts. Transfer values will be effected at the
Accumulation Value next computed after receipt of the transfer request. The
Company will make transfers pursuant to written or telephone requests. As
discussed in "A. Payments," a properly completed authorization form must be on
file before telephone requests will be honored. (In Oregon and Massachusetts,
payments and transfers to the Fixed Account are subject to certain restrictions.
See Appendix A).

Transfers to a Guarantee Period Account must be at least $1,000. If the amount
to be transferred to a Guarantee Period Account is less than $1,000, the Company
may transfer that amount to Sub-Account 257 (Money Market Portfolio).

The Contract Owner may have automatic transfers of at least $100 each made on a
periodic basis from the Sub-Account investing in the America Income Portfolio or
the Money Market Portfolio, or from the Fixed Account to one or more of the
other Sub-Accounts or may periodically reallocate values among the Sub-Accounts.
Automatic transfers may be made on a monthly, bimonthly, quarterly, semiannual
or annual schedule. The first automatic transfer counts as one transfer towards
the twelve transfers discussed below. Any subsequent automatic transfer will not
count as a transfer for purposes of the charge.

Currently, the Company makes no charge for transfers. The first twelve (12)
transfers in a Contract year are guaranteed to be free of any charge. For each
subsequent transfer in a Contract year, the Company reserves the right to assess
a charge, guaranteed never to exceed $25, to reimburse it for the expense of
processing transfers.

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<PAGE>
C. SURRENDER.

At any time prior to the Annuity Date, a Contract Owner may surrender the
Contract and receive its Accumulated Value, less applicable charges and adjusted
for any Market Value Adjustment ("Surrender Amount"). The Contract Owner must
return the Contract and a signed, written request for surrender, satisfactory to
the Company, to the Company's Principal Office. The amount payable to the
Contract Owner upon surrender will be based on the Contract's Accumulated Value
as of the Valuation Date on which the request and the Contract are received at
the Company's Principal Office.

Before the Annuity Date, a contingent deferred sales charge may be deducted when
a Contract is surrendered if payments have been credited to the Contract during
the last seven full Contract years. See "CHARGES AND DEDUCTIONS." The Contract
Fee will be deducted upon surrender of the Contract.

After the Annuity Date, only Contracts under which future annuity benefit
payments are limited to a specified period (as specified in the Period Certain
Annuity Option) may be surrendered. The Surrender Amount is the commuted value
of any unpaid installments, computed on the basis of the assumed interest rate
incorporated in such annuity benefit payments. No contingent deferred sales
charge is imposed after the Annuity Date.

Any amount surrendered is normally payable within seven days following the
Company's receipt of the surrender request. The Company reserves the right to
defer surrenders and withdrawals of amounts in each Sub-Account in any period
during which (1) trading on the New York Stock Exchange is restricted as
determined by the SEC or such Exchange is closed for other than weekends and
holidays, (2) the SEC has by order permitted such suspension, or (3) an
emergency, as determined by the SEC, exists such that disposal of portfolio
securities or valuation of assets of each separate account is not reasonably
practicable.

The right is reserved by the Company to defer surrenders and withdrawals of
amounts allocated to the Company's Fixed Account and Guarantee Period Accounts
for a period not to exceed six months.

The surrender rights of Contract Owners who are participants under Section
403(b) plans or who are participants in the Texas Optional Retirement Program
(Texas ORP) are restricted; see "FEDERAL TAX CONSIDERATIONS," "I. Public School
Systems and Certain Tax Exempt Organizations" and "J. Texas Optional Retirement
Program."

For important tax consequences which may result from surrender, see "FEDERAL TAX
CONSIDERATIONS."

D. WITHDRAWALS.

At any time prior to the Annuity Date, a Contract Owner may withdraw a portion
of the Accumulated Value of his or her Contract, subject to the limits stated
below. The Contract Owner must send a signed, written request for withdrawals,
satisfactory to the Company, to the Company's Principal Office. The written
request must indicate the dollar amount the Contract Owner wishes to receive and
the accounts from which such amount is to be withdrawn. The amount withdrawn
equals the amount requested by the Contract Owner plus any applicable contingent
deferred sales charge, as described under "CHARGES AND DEDUCTIONS." In addition,
amounts withdrawn from a Guarantee Period Account prior to the end of the
applicable Guarantee Period will be subject to a Market Value Adjustment, as
described under "GUARANTEE PERIOD ACCOUNTS".

Where allocations have been made to more than one account, a percentage of the
withdrawal may be allocated to each such account. A withdrawal from a
Sub-Account will result in the cancellation of a number of units equivalent in
value to the amount withdrawn, computed as of the Valuation Date that the
request is received at the Company's Principal Office.

Each withdrawal must be in a minimum amount of $100. No withdrawal will be
permitted if the Accumulated Value remaining under the Contract would be reduced
to less than $1,000. Withdrawals will be paid in accordance with the time
limitations described under "Surrender."

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<PAGE>
After the Annuity Date, only Contracts under which future variable annuity
benefit payments are limited to a specified period may be withdrawn. A
withdrawal after the Annuity Date will result in cancellation of a number of
Annuity Units equivalent in value to the amount withdrawn.

For important restrictions on withdrawals which are applicable to Contract
Owners who are participants under Section 403(b) plans or under the Texas ORP,
see "FEDERAL TAX CONSIDERATIONS," "I. Public School Systems and Certain Tax
Exempt Organizations" and "J. Texas Optional Retirement Program." For important
tax consequences which may result from withdrawals, see "FEDERAL TAX
CONSIDERATIONS."

E. DEATH BENEFIT.

If the Annuitant dies (or a Contract Owner predeceases the Annuitant) prior to
the Annuity Date while the Contract is in force, the Company will pay the
beneficiary a death benefit, except where the Contract continues as provided in
"F. THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY."

Upon death of the Annuitant (including an Owner who is also the Annuitant), the
death benefit is equal to the greatest of (a) the Accumulated Value under the
Contract increased for any positive Market Value Adjustment, (b) gross payments
accumulated daily at 5% starting on the date each payment is applied, reduced
proportionately to reflect withdrawals (for each withdrawal, the proportionate
reduction is calculated as the death benefit under this option immediately prior
to the withdrawal multiplied by the withdrawal amount and divided by the
Accumulated Value immediately prior to the withdrawal), or (c) or the death
benefit that would have been payable on the most recent contract anniversary,
increased for subsequent payments and reduced proportionally to reflect
withdrawals after that date.

If an Owner who is not also the Annuitant dies before the Annuity Date, the
death benefit will be the Accumulated Value increased by any positive Market
Value Adjustment. The death benefit will never be reduced by a negative Market
Value Adjustment. The death benefit will generally be paid to the Beneficiary in
one sum within 7 days of the receipt of due proof of death unless the Owner has
specified a death benefit annuity option. Instead, the Beneficiary may, by
Written Request, elect to:

(a)
defer distribution of the death benefit for a period no more than 5 years
from the date of death; or

(b)
receive a life annuity or an annuity for a period certain not extending
beyond the Beneficiary's life expectancy. Annuity benefit payments must
begin within one year from the date of death.

If distribution of the death benefit is deferred under (a) or (b), any value in
the Guarantee Period Accounts will be transferred to Sub-Account 257 (Money
Market Portfolio). The excess, if any, of the death benefit over the Accumulated
Value will also be added to Sub-Account 257 (Money Market Portfolio). The
Beneficiary may, by Written Request, effect transfers and withdrawals during the
deferral period and prior to annuitization under (b), but may not make
additional payments. If there are multiple Beneficiaries, the consent of all is
required.

If the Annuitant's death occurs on or after the Annuity Date but before the
completion of all guaranteed annuity benefit payments, any unpaid amounts or
installments will be paid to the beneficiary. The Company must pay the remaining
payments at least as rapidly as under the payment option in effect on the date
of the Annuitant's death.

With respect to any death benefit, the Accumulated Value under the Contract will
be based on the unit values next computed after due proof of the Annuitant's
death has been received at the Company's Principal Office. If the beneficiary
elects to receive the death benefit in one sum, the death benefit will be paid
within seven business days. If the beneficiary has not elected an annuity option
within one

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year from the date notice of death is received by the Company, the Company will
pay the death benefit in one sum. The death benefit will reflect any earnings or
losses experienced during the period and any withdrawals.

F. THE SPOUSE OF THE CONTRACT OWNER AS BENEFICIARY.

The Contract Owner's spouse, if named as the sole beneficiary, may by written
request continue the Contract in lieu of receiving the amount payable upon death
of the Contract Owner. Upon such election, the spouse will become the Owner and
Annuitant subject to the following: (a) any value in the Guarantee Period
Accounts will be transferred to Sub-Account 257 (Money Market Portfolio); (b)
the excess, if any, of the death benefit over the Contract's Accumulated Value
will also be added to Sub-Account 257 (Money Market Portfolio). Additional
payments may be made; however, a surrender charge will apply to these amounts.
All other rights and benefits provided in the Contract will continue, except
that any subsequent spouse of such new Contract Owner will not be entitled to
continue the Contract upon such new Owner's death.

G. ASSIGNMENT.

The Contracts, other than those sold in connection with certain qualified plans,
may be assigned by the Contract Owner at any time prior to the Annuity Date and
while the Annuitant is alive (see "FEDERAL TAX CONSIDERATIONS"). The Company
will not be deemed to have knowledge of an assignment unless it is made in
writing and filed at the Principal Office. The Company will not assume
responsibility for determining the validity of any assignment. If an assignment
of the Contract is in effect on the Annuity Date, the Company reserves the right
to pay to the assignee, in one sum, that portion of the Surrender Value of the
Contract to which the assignee appears to be entitled. The Company will pay the
balance, if any, in one sum to the Contract Owner in full settlement of all
liability under the Contract. The interest of the Contract Owner and of any
beneficiary will be subject to any assignment.

H. ELECTING THE FORM OF ANNUITY AND THE ANNUITY DATE.

Subject to certain restrictions described below, the Contract Owner has the
right (1) to select the annuity option under which annuity benefit payments are
to be made, and (2) to determine whether payments are to be made on a fixed
basis, a variable basis, or a combination fixed and variable basis. Annuity
benefit payments are determined according to the annuity tables in the Contract,
by the annuity option selected, and by the investment performance of the
account(s) selected.

To the extent a fixed annuity is selected, Accumulated Value will be transferred
to the Fixed Account of the Company, and the annuity benefit payments will be
fixed in amount. See APPENDIX A, "MORE INFORMATION ABOUT THE FIXED ACCOUNT."

Under a variable annuity, a payment equal to the value of the fixed number of
Annuity Units in the Sub-Accounts is made monthly, quarterly, semiannually or
annually. Since the value of an Annuity Unit in a Sub-Account will reflect the
investment performance of the Sub-Account, the amount of each annuity benefit
payment will vary.

The annuity option selected must produce an initial payment of at least $50 (a
lower amount may be required under some state laws). The Company reserves the
right to increase these minimum amounts. If the annuity option(s) selected does
not produce an initial payment which meet this minimum, a single payment will be
made. Once the Company begins making annuity benefit payments, the Annuitant
cannot make withdrawals or surrender the annuity except in the case where future
annuity benefit payments are limited to a "period certain." Only beneficiaries
entitled to receive remaining payments for a "period certain" may elect to
instead receive a lump sum settlement.

The Annuity Date is selected by the Contract Owner. To the extent permitted in
your state, the Annuity Date may be the first day of any month (a) before the
Annuitant's 85th birthday, if the Annuitant's age at the date of issue of the
Contract is 75 or under, or (b) within 10 years from the date of issue of the
Contract and before the Annuitant's 90th birthday, if the Annuitant's age at the
date of

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issue is between 76 and 90. The Contract Owner may elect to change the Annuity
Date by sending a request to the Company's Principal Office at least one month
before the new Annuity date. The new Annuity Date must be the first day of any
month occurring before the Annuitant's 90th birthday and must be within the life
expectancy of the Annuitant. The Company shall determine such life expectancy at
the time a change in Annuity Date is requested. The Internal Revenue Code and
the terms of qualified plans impose limitations on the age at which annuity
benefit payments may commence and the type of annuity option selected. See
"FEDERAL TAX CONSIDERATIONS" for further information.

If the Contract Owner does not elect otherwise, a variable life annuity with
periodic payments for 10 years guaranteed will be purchased. Changes in either
the Annuity Date or annuity option can be made up to one month prior to the
Annuity Date.

I. DESCRIPTION OF VARIABLE ANNUITY OPTIONS.

The Company provides the variable annuity options described below. Currently,
variable annuity options may be funded through the Capital Growth Portfolio, the
Equity-Income Portfolio and the America Income Portfolio.

The Company also provides these same options funded through the Fixed Account
(fixed-amount annuity option). Regardless of how payments were allocated during
the accumulation period, any of the variable annuity options or the fixed-amount
options may be selected, or any one of the variable annuity options may be
selected in combination with any of the fixed-amount annuity options. Other
annuity options may be offered by the Company.

VARIABLE LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR 10 YEARS. This is a variable
annuity payable periodically during the lifetime of the payee with the guarantee
that if the payee should die before all payments have been made, the remaining
annuity benefit payments will continue to the beneficiary.

VARIABLE LIFE ANNUITY PAYABLE PERIODICALLY DURING THE LIFETIME OF THE PAYEE
ONLY. It would be possible under this option for the Annuitant to receive only
one annuity benefit payment if the Annuitant dies prior to the due date of the
second annuity benefit payment, two annuity benefit payments if the Annuitant
dies before the due date of the third annuity benefit payment, and so on.
However, payments will continue during the lifetime of the payee, no matter how
long the payee lives.

UNIT REFUND VARIABLE LIFE ANNUITY. This is a variable annuity payable
periodically during the lifetime of the payee with the guarantee that if (1)
exceeds (2) then periodic variable annuity benefit payments will continue to the
beneficiary until the number of such payments equals the number determined in
(1).

Where:

(1)is the dollar amount of the Accumulated Value divided by the dollar
amount of the first payment, and

(2)is the number of payments paid prior to the death of the payee.

JOINT AND SURVIVOR VARIABLE LIFE ANNUITY. This variable annuity is payable
jointly to two payees during their joint lifetime, and then continuing during
the lifetime of the survivor. The amount of each payment to the survivor is
based on the same number of Annuity Units which applied during the joint
lifetime of the two payees. One of the payees must be either the person
designated as the Annuitant in the Contract or the beneficiary. There is no
minimum number of payments under this option.

JOINT AND TWO-THIRDS SURVIVOR VARIABLE LIFE ANNUITY. This is a variable annuity
payable jointly to two payees during their joint lifetime, and then continuing
thereafter during the lifetime of the survivor. However, the amount of each
periodic payment to the survivor is based upon two-thirds of the number of
Annuity Units which applied during the joint lifetime of the two payees. One of
the payees must be the person designated as the Annuitant in the Contract or the
beneficiary. There is no minimum number of payments under this option.

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PERIOD CERTAIN VARIABLE ANNUITY. This variable annuity provides periodic
payments for a stipulated number of years ranging from one to thirty. The Period
Certain Option does not involve a life contingency. In the computation of the
payments under this option, the charge for annuity rate guarantees, which
includes a factor for mortality risks, is made. Although not contractually
required to do so, the Company currently follows a practice of permitting
persons receiving payments under the Period Certain Option to elect to convert
to a variable annuity involving a life contingency. The Company may discontinue
or change this practice at any time, but not with respect to election of the
option made prior to the date of any change in this practice. See "FEDERAL TAX
CONSIDERATIONS" for a discussion of the possible adverse tax consequences of
selecting a Period Certain Option.

J. NORRIS DECISION.

In the case of ARIZONA GOVERNING COMMITTEE V. NORRIS, the United States Supreme
Court ruled that, in connection with retirement benefit options offered under
certain employer-sponsored employee benefit plans, annuity options based on
sex-distinct actuarial tables are not permissible under Title VII of the Civil
Rights Act of 1964. The ruling requires that benefits derived from contributions
paid into a plan after August 1, 1983 be calculated without regard to the sex of
the employee. Annuity benefits attributable to payments received by the Company
under a Contract issued in connection with an employer-sponsored benefit plan
affected by the Norris decision will be based on the greater of (1) the
Company's unisex Non-Guaranteed Current Annuity Option Rates or (2) the
guaranteed unisex rates described in such Contract, regardless of whether the
Annuitant is male or female.

K. COMPUTATION OF VALUES AND ANNUITY BENEFIT PAYMENTS.

THE ACCUMULATION UNIT. Each net payment is allocated to the account(s) selected
by the Contract Owner. Allocations to the Sub-Accounts are credited to the
Contract in the form of Accumulation Units. Accumulation Units are credited
separately for each Sub-Account. The number of Accumulation Units of each
Sub-Account credited to the Contract is equal to the portion of the net payment
allocated to the Sub-Account, divided by the dollar value of the applicable
Accumulation Unit as of the Valuation Date the payment is received at the
Company's Principal Office. The number of Accumulation Units resulting from each
payment will remain fixed unless changed by a subsequent split of Accumulation
Unit value, a transfer, a withdrawal, or surrender. The dollar value of an
Accumulation Unit of each Sub-Account varies from Valuation Date to Valuation
Date based on the investment experience of that Sub-Account and will reflect the
investment performance, expenses and charges of its Underlying Funds. The value
of an Accumulation Unit was set at $1.00 on the first Valuation Date for each
Sub-Account.

Allocations to Guarantee Period Accounts and the Fixed Account are not converted
into Accumulation Units, but are credited interest at a rate periodically set by
the Company. The Accumulated Value under the Contract is determined by (1)
multiplying the number of Accumulation Units in each Sub-Account by the value of
an Accumulation Unit of that Sub-Account on the Valuation Date, (2) adding the
products, and (3) adding the amount of the accumulations in the Fixed Account,
if any.

NET INVESTMENT FACTOR. The Net Investment Factor is an index that measures the
investment performance of a Sub-Account from one Valuation Period to the next.
This factor is equal to 1.000000 plus the result from dividing (a) by (b) and
subtracting (c) and (d) where:

(a)is the investment income of a Sub-Account for the Valuation Period,
including realized or unrealized capital gains and losses during the
Valuation Period, adjusted for provisions made for taxes, if any;

(b)is the value of that Sub-Account's assets at the beginning of the
Valuation Period;

(c)is a charge for mortality and expense risks equal to 1.25% on an annual
basis of the daily value of the Sub-Account's assets, and

(d)is an administrative charge of 0.15% on an annual basis of the daily
value of the Sub-Account's assets.

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The dollar value of an Accumulation Unit as of a given Valuation Date is
determined by multiplying the dollar value of the corresponding Accumulation
Unit as of the immediately preceding Valuation Date by the appropriate net
investment factor. For an illustration of an Accumulation Unit calculation using
a hypothetical example see "ANNUITY PAYMENTS" in the Statement of Additional
Information. Subject to compliance with applicable state and federal law, the
Company reserves the right to change the methodology for determining the net
investment factor.

THE ANNUITY UNIT. On and after the Annuity Date, the Annuity Unit is a measure
of the value of the Annuitant's monthly annuity benefit payments under a
variable annuity option. The value of an Annuity Unit in each Sub-Account
initially was set at $1.00. The value of an Annuity Unit under a Sub-Account on
any Valuation Date thereafter is equal to the value of such unit on the
immediately preceding Valuation Date, multiplied by the product of (1) the net
investment factor of the Sub-Account for the current Valuation Period and (2) a
factor to adjust benefits to neutralize the assumed interest rate. The assumed
interest rate, discussed below, is incorporated in the variable annuity options
offered in the Contract.

DETERMINATION OF THE FIRST AND SUBSEQUENT ANNUITY BENEFIT PAYMENTS. The first
periodic annuity benefit payment is based upon the Accumulated Value as of a
date not more than four weeks preceding the date that the first annuity benefit
payment is due. Currently, variable annuity benefit payments are made on the
first of a month based on unit values as of the 15th day of the preceding month.

The Contract provides annuity rates which determine the dollar amount of the
first periodic payment under each form of annuity for each $1,000 of applied
value. For life option and noncommutable period certain options of 10 or more
years, the annuity value is the Accumulated Value less any premium taxes and
adjusted for any Market Value Adjustment. For commutable period certain options
or any period certain option less than 10 years, the value is the Surrender
Value less any premium tax. For a death benefit annuity, the annuity value will
be the amount of the death benefit. The annuity rates in the Contract are based
on a modification of the 1983 Table on rates.

The amount of the first monthly payment depends upon the form of annuity
selected, the sex (however, see "J. Norris Decision") and age of the Annuitant
and the value of the amount applied under the annuity option. The variable
annuity options offered by the Company are based on a 3 1/2% assumed interest
rate. Variable payments are affected by the assumed interest rate used in
calculating the annuity option rates. Variable annuity benefit payments will
increase over periods when the actual net investment result of the Sub-Accounts
funding the annuity exceeds the equivalent of the assumed interest rate for the
period. Variable annuity benefit payments will decrease over periods when the
actual net investment result of the respective Sub-Account is less than the
equivalent of the assumed interest rate for the period.

The dollar amount of the first periodic annuity benefit payment under life
annuity options and non-commutable period certain options of 10 years or more is
determined by multiplying (1) the Accumulated Value applied under that option
(after application of any Market Value Adjustment and less premium tax, if any)
divided by $1,000, by (2) the applicable amount of the first monthly payment per
$1,000 of value. For commutable period certain options and any period certain
option of less than 10 years, the Surrender Value less premium taxes, if any, is
used rather than the Accumulated Value. The dollar amount of the first variable
annuity benefit payment is then divided by the value of an Annuity Unit of the
selected Sub-Accounts to determine the number of Annuity Units represented by
the first payment. This number of Annuity Units remains fixed under all annuity
options except the joint and two-thirds survivor annuity option. For each
subsequent payment, the dollar amount of the variable annuity benefit payment is
determined by multiplying this fixed number of Annuity Units by the value of an
Annuity Unit on the applicable Valuation Date.

After the first payment, the dollar amount of each periodic variable annuity
benefit payment will vary with subsequent variations in the value of the Annuity
Unit of the selected Sub-Accounts. The dollar amount of each fixed amount
annuity benefit payment is fixed and will not change, except under the joint and
two-thirds survivor annuity option.

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The Company may from time to time offer its Contract Owners both fixed and
variable annuity rates more favorable than those contained in the Contract. Any
such rates will be applied uniformly to all Contract Owners of the same class.

For an illustration of variable annuity benefit payment calculation using a
hypothetical example, see "ANNUITY PAYMENTS" in the Statement of Additional
Information.

GUARANTEE PERIOD ACCOUNTS

Due to certain exemptive and exclusionary provisions in the securities laws,
interests in the Guarantee Period Accounts and the Company's Fixed Account are
not registered as an investment company under the provisions of the Securities
Act of 1933 or the Investment Company Act of 1940. Accordingly, the staff of the
Commission has not reviewed the disclosures in this Prospectus relating to the
Guarantee Period Accounts or the Fixed Account. Nevertheless, disclosures
regarding the Guarantee Period Accounts and the Fixed Account of this annuity
Contract or any benefits offered under these accounts may be subject to the
provisions of the Securities Act of 1933 relating to the accuracy and
completeness of statements made in the Prospectus.

INVESTMENT OPTIONS. In most jurisdictions, there are currently seven Guarantee
Periods available under this Contract with durations of three, five, six, seven,
eight, nine and ten years. Each Guarantee Period established for the Contract
Owner is accounted for separately in a non-unitized segregated account. Each
Guarantee Period Account provides for the accumulation of interest at a
Guaranteed Interest Rate. The Guaranteed Interest Rate on amounts allocated or
transferred to a Guarantee Period Account is determined from time-to-time by the
Company in accordance with market conditions; however, once an interest rate is
in effect for a Guarantee Period Account, the Company may not change it during
the duration of the Guarantee Period. In no event will the Guaranteed Interest
Rate be less than 3%.

To the extent permitted by law, the Company reserves the right at any time to
offer Guarantee Periods with durations that differ from those which were
available when a Contract was initially issued and to stop accepting new
allocations, transfers or renewals to a particular Guarantee Period.

Contract Owners may allocate net payments or make transfers from any of the
Sub-Accounts, the Fixed Account or an existing Guarantee Period Account to
establish a new Guarantee Period Account at any time prior to the Annuity Date.
Transfers from a Guarantee Period Account on any date other than on the day
following the expiration of that Guarantee Period will be subject to a Market
Value Adjustment. The Company establishes a separate investment account each
time the Contract Owner allocates or transfers amounts to a Guarantee Period
except that amounts allocated to the same Guarantee Period on the same day will
be treated as one Guarantee Period Account. The minimum that may be allocated to
establish a Guarantee Period Account is $1,000. If less than $1,000 is
allocated, the Company reserves the right to apply that amount to the Money
Market Account. The Contract Owner may allocate amounts to any of the Guarantee
Periods available. Notwithstanding any other provision in this Prospectus, with
respect to contracts issued in the state of Pennsylvania, no amounts may be
allocated or transferred to any Guarantee Period that would extend more than six
months beyond the Annuity Date in effect on the date the allocation or transfer
is effected.

At least 45 days, but not more than 75 days prior to the end of a Guarantee
Period, the Company will notify the Contract Owner in writing of the expiration
of that Guarantee Period. At the end of a Guarantee Period the Owner may
transfer amounts to the Sub-Accounts, the Fixed Account or establish a new
Guarantee Period Account of any duration then offered by the Company without a
Market Value Adjustment. If reallocation instructions are not received at the
Principal Office before the end of a Guarantee Period, the Account value will be
automatically applied to a new Guarantee Period Account with the same duration
unless (a) less than $1,000 would remain in the Guarantee Period Account on the
expiration date, or (b) unless the Guarantee Period would extend beyond the
Annuity Date or is no longer available. In such cases, the Guarantee Period
Account value will be transferred to Sub-Account 257 (Money Market Portfolio).

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MARKET VALUE ADJUSTMENT. No Market Value Adjustment will be applied to
transfers, withdrawals, or a surrender from a Guarantee Period Account on the
expiration of its Guarantee Period. In addition, no negative Market Value
Adjustment will be applied to a death benefit although a positive Market Value
Adjustment, if any, will be applied to increase the value of the death benefit
when based on the Contract's Accumulated Value. See "Death Benefit". A Market
Value Adjustment will apply to all other transfers, withdrawals, or a surrender.
Amounts applied under an annuity option are treated as withdrawals when
calculating the Market Value Adjustment. The Market Value Adjustment will be
determined by multiplying the amount taken from each Guarantee Period Account
before deduction of any Surrender Charge by the market value factor. The market
value factor for each Guarantee Period Account is equal to:

[(1+i)/(1+j)]n/365-1

where:

i is the Guaranteed Interest Rate expressed as a decimal (for example: 3%
= 0.03) being credited to the current Guarantee Period;

j is the new Guaranteed Interest Rate, expressed as a decimal, for a
Guarantee Period with a duration equal to the number of years remaining
in the current Guarantee Period, rounded to the next higher number of
whole years (interpolated for partial years in the state of
Pennsylvania). If that rate is not available, the Company will use a
suitable rate or index allowed by the Department of Insurance; and

n is the number of days remaining from the Effective Valuation Date to the
end of the current Guarantee Period.

If the Guaranteed Interest Rate being credited is lower than the current
Guaranteed Interest Rate, the Market Value Adjustment will decrease the
Guarantee Period Account value. Similarly, if the Guaranteed Interest Rate being
credited is higher than the current Guaranteed Interest Rate, the Market Value
Adjustment will increase the Guarantee Period Account value. The Market Value
Adjustment will never result in a change to the value more than the interest
earned in excess of the 3% Minimum Guarantee Period Account Interest Rate
compounded annually from the beginning of the current Guarantee Period. For
examples of how the Market Value Adjustment works, See Appendix B.

WITHDRAWALS. Prior to the Annuity Date, the Contract Owner may make withdrawals
of amounts held in the Guarantee Period Accounts. Withdrawals from these
accounts will be made in the same manner and be subject to the same rules as set
forth under "Withdrawals" and "Surrender." In addition, the following provisions
also apply to withdrawals from a Guarantee Period Account: a) a Market Value
Adjustment will apply to all withdrawals, including Withdrawals without
Surrender Charge, unless made at the end of the Guarantee Period; and b) the
Company reserves the right to defer payments of amounts withdrawn from a
Guarantee Period Account for up to six months from the date it receives the
withdrawal request. If deferred for 30 days or more, the Company will pay
interest on the amount deferred at a rate of at least 3%.

In the event that a Market Value Adjustment applies to a withdrawal of a portion
of the value of a Guarantee Period Account, it will be calculated on the amount
requested and deducted or added to the amount remaining in the Guarantee Period
Account. If the entire amount in a Guarantee Period Account is requested, the
adjustment will be made to the amount payable. If a Contingent Deferred Sales
Charge applies to the withdrawal, it will be calculated as set forth under
"Contingent Deferred Sales Charge" after application of the Market Value
Adjustment.

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FEDERAL TAX CONSIDERATIONS

The effect of federal income taxes on the value of a Contract, on withdrawals or
surrenders, on annuity benefit payments, and on the economic benefit to the
Contract Owner, Annuitant, or beneficiary depends upon a variety of factors. The
following discussion is based upon the Company's understanding of current
federal income tax laws as they are interpreted as of the date of this
Prospectus. No representation is made regarding the likelihood of continuation
of current federal income tax laws or of current interpretations by the Internal
Revenue Service (IRS).

IT SHOULD BE RECOGNIZED THAT THE FOLLOWING DISCUSSION OF FEDERAL INCOME TAX
ASPECTS OF AMOUNTS RECEIVED UNDER VARIABLE ANNUITY CONTRACTS IS NOT EXHAUSTIVE,
DOES NOT PURPORT TO COVER ALL SITUATIONS AND IS NOT INTENDED AS TAX ADVICE. A
QUALIFIED TAX ADVISER SHOULD ALWAYS BE CONSULTED WITH REGARD TO THE APPLICATION
OF LAW TO INDIVIDUAL CIRCUMSTANCES.

The Company intends to make a charge for any effect which the income, assets, or
existence of the Contracts, the Variable Account or the Sub-Accounts may have
upon its tax. The Variable Account presently is not subject to tax, but the
Company reserves the right to assess a charge for taxes should the Variable
Account at any time become subject to tax. Any charge for taxes will be assessed
on a fair and equitable basis in order to preserve equity among classes of
Contract Owners and with respect to each separate account as though that
separate account were a separate taxable entity.

The Variable Account is considered a part of and taxed with the operations of
the Company. The Company is taxed as a life insurance company under subchapter L
of the Internal Revenue Code (the "Code"). The Company files a consolidated tax
return with its affiliates.

The Internal Revenue Service has issued regulations relating to the
diversification requirements for variable annuity and variable life insurance
contracts under Section 817(h) of the Code. The regulations provide that the
investments of a segregated asset account underlying a variable annuity contract
are adequately diversified if no more than 55% of the value of its assets is
represented by any one investment, no more than 70% by any two investments, no
more than 80% by any three investments, and no more than 90% by any four
investments. If the investments are not adequately diversified, the income on a
contract, for any taxable year of the Contract Owner, would be treated as
ordinary income received or accrued by the Contract Owner. It is anticipated
that the Trust will comply with the diversification requirements.

A. QUALIFIED AND NON-QUALIFIED CONTRACTS.

From a federal tax viewpoint there are two types of variable annuity Contracts,
"qualified" Contracts and "non-qualified" Contracts. A qualified Contract is one
that is purchased in connection with a retirement plan which meets the
requirements of Sections 401, 403, 408, or 457 of the Code, while a
non-qualified Contract is one that is not purchased in connection with one of
the indicated retirement plans. The tax treatment for certain withdrawals or
surrenders will vary according to whether they are made from a qualified
Contract or a non-qualified Contract. For more information on the tax provisions
applicable to qualified Contracts, see Sections D through J, below.

B. TAXATION OF THE CONTRACTS IN GENERAL.

The Company believes that the Contracts described in this Prospectus will, with
certain exceptions (see K below), be considered annuity contracts under Section
72 of the Code. This section provides for the taxation of annuities. The
following discussion concerns annuities subject to Section 72. Section
72(e)(11)(A)(ii) requires that all non-qualified deferred annuity Contracts
issued by the same insurance company to the same Contract Owner during the same
calendar year be treated as a single Contract in determining taxable
distributions under Section 72(e).

With certain exceptions, any increase in the Accumulated Value of the Contract
is not taxable to the Contract Owner until it is withdrawn from the Contract. If
the Contract is surrendered or amounts are withdrawn prior to the Annuity Date,
any withdrawal of investment gain in value over the cost basis of the Contract
would be taxed as ordinary income. Under the current provisions of the Code,

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amounts received under a non-qualified Contract prior to the Annuity Date
(including payments made upon the death of the Annuitant or Contract Owner), or
as non-periodic payments after the Annuity Date, are generally first
attributable to any investment gains credited to the Contract over the
taxpayer's basis (if any) in the Contract. Such amounts will be treated as
income subject to federal income taxation.

A 10% penalty tax may be imposed on the withdrawal of investment gains if the
withdrawal is made prior to age 59 1/2. The penalty tax will not be imposed
after age 59 1/2, or if the withdrawal follows the death of the Contract Owner
(or, if the Contract Owner is not an individual, the death of the primary
Annuitant, as defined in the Code), or in the case of the "total disability" (as
defined in the Code) of the Owner. Furthermore, under Section 72 of the Code,
this penalty tax will not be imposed, irrespective of age, if the amount
received is one of a series of "substantially equal" periodic payments made at
least annually for the life or life expectancy of the payee. This requirement is
met when the Contract Owner elects to have distributions made over the Contract
Owner's life expectancy, or over the joint life expectancy of the Contract Owner
and beneficiary. The requirement that the amount be paid out as one of a series
of "substantially equal" periodic payments is met when the number of units
withdrawn to make each distribution is substantially the same.

In a Private Letter Ruling, the IRS took the position that where distributions
from a variable annuity contract were determined by amortizing the accumulated
value of the contract over the taxpayer's remaining life expectancy (such as
under the Contract's life expectancy distribution ("LED") option), and the
option could be changed or terminated at any time, the distributions failed to
qualify as part of a "series of substantially equal payments" within the meaning
of Section 72 of the Code. The distributions were therefore subject to the 10%
federal penalty tax. This Private Letter Ruling may be applicable to a Contract
Owner who receives distributions under the LED option prior to age 59 1/2.
Subsequent private letter rulings, however, have treated LED-type withdrawal
programs as effectively avoiding the 10% penalty tax. The position of the IRS on
this issue is unclear.

If the Contract Owner transfers (assigns) the Contract to another individual as
a gift prior to the Annuity Date, the Code provides that the Contract Owner will
incur taxable income at the time of the transfer. An exception is provided for
certain transfers between spouses. The amount of taxable income upon such
taxable transfer is equal to the excess, if any, of the Surrender Value of the
Contract over the Contract Owner's cost basis at the time of the transfer. The
transfer is also subject to federal gift tax provisions. Where the Contract
Owner and Annuitant are different persons, the change of ownership of the
Contract to the Annuitant on the Annuity Date, as required under the Contract,
is a gift and will be taxable to the Contract Owner as such; however, the
Contract Owner will not incur taxable income. Instead the Annuitant will incur
taxable income upon receipt of annuity benefit payments as discussed below.

When annuity benefit payments are commenced under the Contract, generally a
portion of each payment may be excluded from gross income. The excludable
portion is generally determined by a formula that establishes the ratio that the
cost basis of the Contract bears to the expected return under the Contract. The
portion of the payment in excess of this excludable amount is taxable as
ordinary income. Once all cost basis in the Contract is recovered, the entire
payment is taxable. If the Annuitant dies before cost basis is recovered, a
deduction for the difference is allowed on the Annuitant's final tax return.

C. TAX WITHHOLDING AND PENALTIES.

The Code requires withholding with respect to payments or distributions from
nonqualified contracts and IRAs, unless a taxpayer elects not to have
withholding. A 20% withholding requirement applies to distributions from most
other qualified contracts. In addition, the Code requires reporting to the IRS
of the amount of income received with respect to payment or distributions from
annuities.

34
<PAGE>
In certain situations, the Code provides for a tax penalty if, prior to death,
disability or attainment of age 59 1/2, a Contract Owner makes a withdrawal or
receives any amount under the Contract, unless the distribution is in the form
of a life annuity (including life expectancy distributions). The penalty is 10%
of the amount includible in income by the Contract Owner.

The tax treatment of certain withdrawals or surrenders of the non-qualified
Contracts offered by this Prospectus will vary according to whether the amount
withdrawn or surrendered is allocable to an investment in the Contract made
before or after certain dates.*

D. PROVISIONS APPLICABLE TO QUALIFIED EMPLOYER PLANS.

The tax rules applicable to qualified employer plans, as defined by the Code,
vary according to the type of plan and the terms and conditions of the plan
itself. Therefore, the following is general information about the use of the
Contracts with various types of qualified plans. The rights of any person to any
benefits under such qualified plans will be subject to the terms and conditions
of the qualified plans themselves regardless of the terms and conditions of the
Contract.

A loan to a participant or beneficiary from plans qualified under Sections 401
and 403 or an assignment or pledge of an interest in such a plan is generally
treated as a distribution. This general rule does not apply to loans which
contain certain repayment terms and do not exceed a specified maximum amount, as
required under Section 72(p).

E. QUALIFIED EMPLOYEE PENSION AND PROFIT SHARING TRUSTS AND QUALIFIED ANNUITY
PLANS.

When an employee (including a self-employed individual) or one or more of the
employee's beneficiaries receives a "lump sum" distribution (a distribution from
a qualified plan described in Code Section 401(a) within one taxable year equal
to the total amount payable with respect to such an employee) the taxable
portion of such distribution may qualify for special treatment under a special
five-year income averaging provision of the Code. The employee must have had at
least 5 years of participation under the plan, and the lump sum distribution
must be made after the employee has attained age 59 1/2 or on account of his or
her death, separation from the employer's service (in the case of a common-law
employee) or disability (in the case of a self-employed individual). Such
treatment can be elected for only one taxable year once the individual has
reached age 59 1/2. An employee who attained age 50 before January 1, 1986 may
elect to treat part of the taxable portion of a lump-sum distribution as
long-term capital gains and may also elect 10-year averaging instead of
five-year averaging.

The Company can provide prototype plans for certain of the pension or profit
sharing plans for review by your legal counsel. For information, ask your
financial representative.

F. SELF-EMPLOYED INDIVIDUALS.

The Self-Employed Individuals Tax Retirement Act of 1962, as amended, frequently
referred to as "H.R. 10", allows self-employed individuals and partners to
establish qualified pension and profit sharing trusts and annuity plans to
provide benefits for themselves and their employees.

These plans generally are subject to the same rules and requirements applicable
to corporate qualified plans, with some special restrictions imposed on
"owner-employees." An "owner-employee" is an employee who (1) owns the entire
interest in an unincorporated trade or business, or (2) owns more than 10% of
either the capital interest or profits interest in a partnership.

G. INDIVIDUAL RETIREMENT ACCOUNT PLANS.

Any individual who earns "compensation" (as defined in the Code and including
alimony payable under a court decree) from employment or self-employment,
whether or not he or she is covered by another qualified plan, may establish an
Individual Retirement Account or Annuity plan ("IRA") for the accumulation of
retirement savings on a tax-deferred basis. Income from investments is not
included in "compensation." The assets of an IRA may be invested in, among other
things, annuity Contracts including the Contracts offered by this Prospectus.

35
<PAGE>
Contributions to the IRA may be made by the individual or on behalf of the
individual by an employer. IRA contributions may be deductible up to the lesser
of (1) $2,000 or (2) 100% of compensation. The deduction is reduced
proportionately for adjusted gross income between $40,000 and $50,000 (between
$25,000 and $35,000 for unmarried taxpayers and between $0 and $10,000 for a
married taxpayer filing separately) if the taxpayer and his or her spouse file a
joint return and either is an active participant in an employer-sponsored
retirement plan.

An individual and a working spouse each may have an IRA with the above-described
limit on each. An individual with an IRA may establish an additional IRA for a
non-working spouse if they file a joint return. Contributions to the two IRAs
together are deductible up to the lesser of $2,250 or 100% of compensation.

No deduction is allowed for contributions made for the year in which the
individual attains age 70 1/2 and years thereafter. Contributions for that year
and for years thereafter will result in certain adverse tax consequences.

Non-deductible contributions may be made to IRAs until the year in which the
individual attains age 70 1/2. Although these contributions may not be deducted,
taxes on their earnings are deferred until the earnings are distributed. The
maximum permissible non-deductible contribution is $2,000 for an individual
taxpayer and $2,250 for a taxpayer and non-working spouse. These limits are
reduced by the amount of any deductible contributions made by the taxpayer.

Contributions may be made with respect to a particular year until the due date
of the individual's federal income tax return for that year, not including
extensions. However, for reporting purposes, the Company will regard
contributions as being applicable to the year made unless it receives notice to
the contrary.

All annuity benefit payments and other distributions under an IRA will be taxed
as ordinary income unless the owner has made non-deductible contributions. In
addition, a minimum level of distributions must begin no later than April 1
following the year in which the individual attains age 70 1/2, and failure to
make adequate distributions at this time may result in certain adverse tax
consequences to the individual.

Distributions from all of an individual's IRAs are treated as if they were a
distribution from one IRA and all distributions during the same taxable year are
treated as if they were one distribution. An individual who makes a
non-deductible contribution to an IRA or receives a distribution from an IRA
during the taxable year must provide certain information on the individual's tax
return to enable the IRS to determine the proportion of the IRA balance which
represents non-deductible contributions. If the required information is
provided, that part of the amount withdrawn which is proportionate to the
individual's aggregate non-deductible contributions over the aggregate balance
of all of the individual's IRAs, is excludable from income.

Distributions which are a return of a non-deductible contribution are
non-taxable, as they represent a return of basis. If the required information is
not provided to the IRS, distributions from an IRA to which both deductible and
non-deductible contributions have been made are presumed to be fully taxable.

H. SIMPLIFIED EMPLOYEE PENSIONS.

Employers may establish Simplified Employee Pensions ("SEPs") under Code Section
408(k) if certain requirements are met. A SEP is an IRA to which the employer
contributes under a written formula. Currently, a SEP may accept employer
contributions each year up to $30,000 or 15% of compensation (as defined),
whichever is less. To establish SEPs the employer must make a contribution for
every employee age 21 and over who has performed services for the employer for
at least three of the five immediately preceding calendar years and who has
earned at least $300 for the year. SEP contributions for employees over age
70 1/2 are permissible.

36
<PAGE>
The employer's contribution is excluded from the employee's gross income for the
taxable year for which it was made up to the $30,000/15% limit. In addition to
the employer's contribution, the employee may contribute 100% of the employee's
earned income, up to $2,000, to the SEP, but such contributions will be subject
to the rules described above in "G. Individual Retirement Account Plans."

These plans are subject to the general employer's deduction limitations
applicable to all corporate qualified plans.

I. PUBLIC SCHOOL SYSTEMS AND CERTAIN TAX-EXEMPT ORGANIZATIONS.

Under the provisions of Section 403(b) of the Code, payments made for annuity
Contracts purchased for employees under annuity plans adopted by public school
systems and certain organizations which are tax exempt under Section 501(c)(3)
of the Code are excludable from the gross income of such employees to the extent
that the aggregate purchase payments for such annuity Contracts in any year do
not exceed the maximum contribution permitted under the Code.

A Contract qualifying under Section 403(b) of the Code must provide that
withdrawals or other distributions attributable to salary reduction
contributions (including earnings thereon) may not begin before the employee
attains age 59 1/2, separates from service, dies, or becomes disabled. In the
case of hardship a Contract Owner may withdraw amounts contributed by salary
reduction, but not the earnings on such amounts. Even though a distribution may
be permitted under these rules (e.g., for hardship or after separation from
service), it may nonetheless be subject to a 10% penalty tax as a premature
distribution, in addition to income tax. The distribution restrictions are
effective for years beginning after December 31, 1988, but only with respect to
amounts that were not held under the Contract as of that date.

J. TEXAS OPTIONAL RETIREMENT PROGRAM.

Under a Code Section 403(b) annuity contract issued as a result of participation
in the Texas Optional Retirement Program, distributions may not be received
except in the case of the participant's death, retirement or termination of
employment in the Texas public institutions of higher education. These
restrictions are imposed by reason of an opinion of the Texas Attorney General
interpreting the Texas laws governing the Optional Retirement Program.

K. SECTION 457 PLANS FOR STATE GOVERNMENTS AND TAX-EXEMPT ENTITIES.

Code Section 457 allows employees of a state, one of its political subdivisions,
or certain tax-exempt entities to participate in eligible government deferred
compensation plans. An eligible plan, by its terms, must not allow deferral of
more than $7,500 or 33 1/3% of a participant's includible compensation for the
taxable year, whichever is less. Includible compensation does not include
amounts excludable under the eligible deferred compensation plan or amounts paid
into a Code Section 403(b) annuity. The amount a participant may defer must be
reduced dollar-for-dollar by elective deferrals under a SEP, 401(k) plan or a
deductible employee contribution to a 501(c)(18) plan. Under eligible deferred
compensation plans the state, political subdivision, or tax-exempt entity will
be owner of the Contract.

If an employee also participates in another eligible plan or contributes to a
Code Section 403(b) annuity, a single limit of $7,500 will be applied for all
plans. Additionally, the employee must designate how much of the $7,500 or
33 1/3% limitation will be allocated among the various plans. Contributions to
an eligible plan will serve to reduce the maximum exclusion allowance for a Code
Section 403(b) annuity. Amounts received by employees under such plans generally
are includible in gross income in the year of receipt.

L. NON-INDIVIDUAL OWNERS.

Non-individual Owners (e.g., a corporation) of deferred annuity contracts
generally will be currently taxed on any increase in the cash surrender value of
the deferred annuity attributable to contributions made after February 28, 1986.
This rule does not apply to immediate annuities or to deferred

37
<PAGE>
annuities held by a qualified pension plan, an IRA, a 403(b) plan, estates,
employers with respect to terminated pension plans, or a nominee or agent
holding a contract for the benefit of an individual. Corporate-owned annuities
may result in exposure to the alternative minimum tax, to the extent that income
on the annuities increases the corporation's adjusted current earnings.

REPORTS

A Contract Owner is sent a report semi-annually which states certain financial
information about the Underlying Funds. The Company will also furnish an annual
report to the Contract Owner containing a statement of his or her account,
including unit values and other information as required by applicable law, rules
and regulations.

LOANS (QUALIFIED CONTRACTS ONLY)

Loans are available to owners of TSA contracts (i.e. contracts issued under
Section 403(b) of the Internal Revenue Code) and to contracts issued to plans
qualified under Sections 401(a) and 401(k) of the Code. Loans are subject to
provisions of the Code and to applicable qualified retirement plan rules. Tax
advisors and plan fiduciaries should be consulted prior to exercising loan
privileges.

Loaned amounts will first be withdrawn from Sub-Account and Fixed Account values
on a pro-rata basis until exhausted. Thereafter, any additional amounts will be
withdrawn from the Guarantee Period Accounts (pro-rata by duration and LIFO
(last-in, first-out) within each duration), subject to any applicable Market
Value Adjustments. The maximum loan amount will be determined under the
Company's maximum loan formula. The minimum loan amount is $1,000. Loans will be
secured by a security interest in the contract and the amount borrowed will be
transferred to a loan asset account within the Company's General Account, where
it will accrue interest at a specified rate below the then-current loan rate.
Generally, loans must be repaid within five years or less and repayments must be
made quarterly and in substantially equal amounts. Repayments will be allocated
pro-rata in accordance with the most recent payment allocation, except that any
allocations to a Guarantee Period Account will instead be allocated to the Money
Market Fund.

CHANGES IN OPERATION OF THE VARIABLE ACCOUNT

The Company reserves the right, subject to compliance with applicable law, to
(1) transfer assets from any Separate Account or Sub-Account to another of the
Company's variable accounts or Sub-Accounts having assets of the same class, (2)
to operate the variable account or any Sub-Account as a management investment
company under the 1940 Act or in any other form permitted by law, (3) to
deregister the Variable Account under the 1940 Act in accordance with the
requirements of the 1940 Act, (4) to substitute the shares of any other
registered investment company for the Underlying Fund shares held by a
Sub-Account, in the event that Underlying Fund shares are unavailable for
investment, or if the Company determines that further investment in such
Underlying Fund shares is inappropriate in view of the purpose of the
Sub-Account, (5) to change the methodology for determining the net investment
factor, and (6) to change the names of the Variable Account or of the
Sub-Accounts. In no event will the changes described above be made without
notice to Contract Owners in accordance with the 1940 Act.

DISTRIBUTION

The Contracts offered by the Prospectus may be purchased from certain
independent broker-dealers which are registered under the Securities Exchange
Act of 1934 and members of the National Association of Securities Dealers, Inc.
("NASD"). The Contracts are also offered through Allmerica Investments, Inc.,
which is the principal underwriter and distributor of the Contracts. Allmerica
Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653, is a
registered broker-dealer, member of the NASD and an indirectly wholly-owned
subsidiary of First Allmerica.

38
<PAGE>
The Company pays commissions not to exceed 6.0% of purchase payments to
broker-dealers which sell the Contracts. Alternative commission schedules are
available with lower initial commission amounts based on purchase payments, plus
ongoing annual compensation of up to 1% of contract value. To the extent
permitted by NASD rules, promotional incentives or payments may also be provided
to such broker-dealers based on sales volumes, the assumption of wholesaling
functions, or other sales-related criteria. Additional payments may be made for
other services not directly related to the sale of the Contracts, including the
recruitment and training of personnel, production of promotional literature, and
similar services.

The Company intends to recoup commissions and other sales expenses through a
combination of anticipated contingent deferred sales charges and profits from
the Company's General Account. Commissions paid on the Contracts, including
additional incentives or payments, do not result in any additional charge to
Contract Owners or to the Variable Account. Any contingent deferred sales
charges assessed on a Contract will be retained by the Company.

Contract Owners may direct any inquiries to their financial adviser or to
Allmerica Investments, Inc., 440 Lincoln Street, Worcester, Massachusetts 01653,
1-800-688-9915.

LEGAL MATTERS

There are no legal proceedings pending to which the Variable Account is a party.

FURTHER INFORMATION

A Registration Statement under the Securities Act of 1933 relating to this
offering has been filed with the Securities and Exchange Commission. Certain
portions of the Registration Statement and amendments have been omitted in this
Prospectus pursuant to the rules and regulations of the Commission. The omitted
information may be obtained from the Commission's principal office in
Washington, D.C., upon payment of the Commission's prescribed fees.

39
<PAGE>
APPENDIX A
MORE INFORMATION ABOUT THE FIXED ACCOUNT

Because of exemption and exclusionary provisions in the securities laws,
interests in the Fixed Account are not generally subject to regulation under the
provisions of the Securities Act of 1933 or the Investment Company Act of 1940.
Disclosures regarding the fixed portion of the annuity contract and the Fixed
Account may be subject to the provisions of the Securities Act of 1933
concerning the accuracy and completeness of statements made in the Prospectus.
The disclosures in this APPENDIX A have not been reviewed by the Securities and
Exchange Commission.

The Fixed Account is made up of all of the general assets of the Company other
than those allocated to the separate account. Allocations to the Fixed Account
become part of the assets of the Company and are used to support insurance and
annuity obligations. A portion or all of net payments may be allocated to
accumulate at a fixed rate of interest in the Fixed Account. Such net amounts
are guaranteed by the Company as to principal and a minimum rate of interest.
Under the Contracts, the minimum interest which may be credited on amounts
allocated to the Fixed Account is 3% compounded annually. Additional "Excess
Interest" may or may not be credited at the sole discretion of the Company.

If a Contract is surrendered, or if an Excess Amount is withdrawn, while the
Contract is in force and before the Annuity Date, a contingent deferred sales
charge is imposed if such event occurs before the payments attributable to the
surrender or withdrawal have been credited to the Contract less than seven full
contract years.

In Oregon and Massachusetts, payments and transfers to the Fixed Account are
subject to the following restrictions:

If a Contract issued prior to the Annuitant's 60th birthday, allocations to
the Fixed Account will be permitted until the Annuitant's 61st birthday. On
and after the Annuitant's 61st birthday, no additional Fixed Account
allocations will be accepted. If a Contract is issued on or after the
Annuitant's 60th birthday up through and including the Annuitant's 81st
birthday, Fixed Account allocations will be permitted during the first
Contract year. On and after the first Contract anniversary, no additional
allocations to the Fixed Account will be permitted. If a Contract is issued
after the Annuitant's 81st birthday, no payments to the Fixed Account will
be permitted at any time.

If an allocation designated as a Fixed Account allocation is received at the
principal office during a period when the Fixed Account is not available due
to the limitations outlined above, the monies will be allocated to the Money
Market Fund.

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<PAGE>
APPENDIX B
SURRENDER CHARGES AND THE MARKET VALUE ADJUSTMENT

PART 1: SURRENDER CHARGES

FULL SURRENDER
Assume a payment of $50,000 is made on the Date of Issue and no additional
payments are made. Assume there are no withdrawals and that the Withdrawal
Without Surrender Charge Amount is equal to the greater of 15% of the
Accumulated Value or the accumulated earnings in the Contract. The table below
presents examples of the surrender charge resulting from a full surrender based
on hypothetical Accumulated Values:

<TABLE>
<CAPTION>
WITHDRAWAL
HYPOTHETICAL WITHOUT
ACCOUNT ACCUMULATED SURRENDER SURRENDER CHARGE SURRENDER
YEAR VALUE CHARGE AMOUNT PERCENTAGE CHARGE
- --------- ------------- ------------- ---------------- -----------
<S> <C> <C> <C> <C>
1 $ 54,000.00 $ 8,100.00 7% $ 3,213.00
2 58,320.00 8,748.00 6% 2,974.32
3 62,985.60 12,985.60 5% 2,500.00
4 68,024.45 18,024.45 4% 2,000.00
5 73,466.40 23,466.40 3% 1,500.00
6 79,343.72 29,343.72 2% 1,000.00
7 85,691.21 35,691.21 1% 500.00
8 92,546.51 42,546.51 0% 0.00
</TABLE>

WITHDRAWALS
Assume a payment of $50,000 is made on the Date of Issue and no additional
payments are made. Assume that the Withdrawal Without Surrender Charge Amount is
equal to the greater of 15% of the current Accumulated value or the accumulated
earnings in the contract and there are withdrawals as detailed below. The table
below presents examples of the surrender charge resulting from withdrawals of
the Contract Owner's Account, based on hypothetical Accumulated Values.

<TABLE>
<CAPTION>
WITHDRAWAL
HYPOTHETICAL WITHOUT
ACCOUNT ACCUMULATED SURRENDER SURRENDER CHARGE SURRENDER
YEAR VALUE WITHDRAWALS CHARGE AMOUNT PERCENTAGE CHARGE
- --------- ------------- ------------- ------------- ---------------- ---------
<S> <C> <C> <C> <C> <C>
1 $ 54,000.00 $ 0.00 $ 8,100.00 7% $ 0.00
2 58,320.00 0.00 8,748.00 6% 0.00
3 62,985.60 0.00 12,985.60 5% 0.00
4 68,024.45 30,000.00 18,024.45 4% 479.02
5 41,066.40 10,000.00 6,159.96 3% 115.20
6 33,551.72 5,000.00 5,032.76 2% 0.00
7 30,835.85 10,000.00 4,625.38 1% 53.75
8 22,502.72 15,000.00 3,375.41 0% 0.00
</TABLE>

PART 2: MARKET VALUE ADJUSTMENT

The market value factor is: [(1+i)/(1+j)](n/365)-1

The following examples assume:

1. The payment was allocated to a ten year Guarantee Period Account with a
Guaranteed Interest Rate of 8%.

2. The date of surrender is seven years (2555 days) from the expiration
date.

3. The value of the Guarantee Period Account is equal to $62,985.60 at the
end of three years.

4. No transfers of withdrawals affecting this Guarantee Period Account have
been made.

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<PAGE>
5. Surrender charges, if any, are calculated in the same manner as shown in
the examples in Part 1.

NEGATIVE MARKET VALUE ADJUSTMENT (UNCAPPED)
Assume that on the date of surrender, the current rate (j) is 10.00% or 0.10

<TABLE>
<S> <C> <C>
The market value factor = [(1+i)/(1+j)](n/365)-1
= [(1+.08)/(1+.10)](2555/365)-1
= (.98182)(7)-1
= -.12054
The market value adjustment = the market value factor multiplied by the
withdrawal
= -.12054*$62,985.60
= -$7,592.11
</TABLE>

POSITIVE MARKET VALUE ADJUSTMENT (UNCAPPED)
Assume that on the date of surrender, the current rate (j) is 7.00% or 0.07

<TABLE>
<S> <C> <C>
The market value factor = [(1+i)/(1+j)](n/365)-1
= [(1+.08)/(1+.07)](2555/365)-1
= (1.0093)(7)-1
= .06694
The market value adjustment = the market value factor multiplied by the
withdrawal
= .06694*$62,985.60
= $4,216.26
</TABLE>

NEGATIVE MARKET VALUE ADJUSTMENT (CAPPED)
Assume that on the date of surrender, the current rate (j) is 11.00% or 0.11

<TABLE>
<S> <C> <C>
The market value factor = [(1+i)/(1+j)](n/365)-1
= [(1+.08)/(1+.11)](2555/365)-1
= (.97297)(7)-1
= -.17454
The market value adjustment = Minimum of the market value factor
multiplied by the withdrawal or the
negative of the excess interest earned
over 3%
= Minimum of (-.17454*$62,985.60 or
-$8,349.25)
= Minimum of (-$10,993.51 or -$8,349.25)
= -$8,349.25
</TABLE>

42
<PAGE>
POSITIVE MARKET VALUE ADJUSTMENT (CAPPED)
Assume that on the date of surrender, the current rate (j) is 6.00% or 0.06

<TABLE>
<S> <C> <C>
The market value factor = [(1+i)/(1+j)](n/365)-1
= [(1+.08)/(1+.06)](2555/365)-1
= (1.01887)(7)-1
= .13981
The market value adjustment = Minimum of the market value factor
multiplied by the withdrawal or the
excess interest earned over 3%
= Minimum of (.13981*$62,985.60 or
$8,349.25)
= Minimum of ($8,806.02 or $8,349.25)
= $8,349.25
</TABLE>

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<PAGE>
APPENDIX C
THE DEATH BENEFIT

PART 1 : DEATH OF THE ANNUITANT

DEATH BENEFIT ASSUMING NO WITHDRAWALS
Assume a payment of $50,000 is made on the Date of Issue and no additional
payments are made. Assume there are no withdrawals and that the Death Benefit
Effective Annual Yield is equal to 5%. The table below presents examples of the
Death Benefit based on the Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL
ACCUMULATED MARKET VALUE DEATH DEATH DEATH HYPOTHETICAL
YEAR VALUE ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) DEATH BENEFIT
- --------- ------------- ------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $ 53,000.00 $ 52,500.00 $ 50,000.00 $ 53,000.00
2 53,530.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 58,883.00 0.00 58,883.00 57,881.25 55,125.00 58,883.00
4 52,994.70 500.00 53,494.70 60,775.31 58,883.00 60,775.31
5 58,294.17 0.00 58,294.17 63,814.08 60,775.31 63,814.08
6 64,123.59 500.00 64,623.59 67,004.78 63,814.08 67,004.78
7 70,535.95 0.00 70,535.95 70,355.02 67,004.78 70,535.95
8 77,589.54 500.00 78,089.54 73,872.77 70,535.95 78,089.54
9 85,348.49 0.00 85,348.49 77,566.41 78,089.54 85,348.49
10 93,883.34 0.00 93,883.34 81,444.73 85,348.49 93,883.34
</TABLE>

Death Benefit (a) is the Accumulated Value increased by any positive Market
Value Adjustment.

Death Benefit (b) is the gross payments accumulated daily at the Death
Benefit Effective Annual Yield reduced proportionately to reflect
withdrawals.

Death Benefit (c) is the death benefit that would have payable on the most
recent contract anniversary, increased for subsequent payments, and
decreased proportionately for subsequent withdrawals.

The Hypothetical Death Benefit is equal to the greatest of Death Benefits
(a), (b), or (c).

DEATH BENEFIT ASSUMING WITHDRAWALS
Assume a purchase payment of $50,000 is made on the Date of Issue and no
additional payments are made. Assume there are withdrawals as detailed in the
table below and that the Death Benefit Effective Annual Yield is equal to 5%.
The table below presents examples of the Death Benefit based on the Hypothetical
Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL HYPOTHETICAL
ACCUMULATED MARKET VALUE DEATH DEATH DEATH HYPOTHETICAL
YEAR VALUE WITHDRAWALS ADJUSTMENT BENEFIT (A) BENEFIT (B) BENEFIT (C) DEATH BENEFIT
--- ------------- ------------- ------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $ 0.00 $ 53,000.00 $ 52,500.00 $ 50,000.00 $ 53,000.00
2 53,530.00 0.00 500.00 54,030.00 55,125.00 53,000.00 55,125.00
3 3,883.00 50,000.00 0.00 3,883.00 3,816.94 3,635.18 3,883.00
4 3,494.70 0.00 500.00 3,994.70 4,007.79 3,883.00 4,007.79
5 3,844.17 0.00 0.00 3,844.17 4,208.18 4,007.79 4,208.18
6 4,228.59 0.00 500.00 4,728.59 4,418.59 4,208.18 4,728.59
7 4,651.45 0.00 0.00 4,651.45 4,639.51 4,728.59 4,728.59
8 5,116.59 0.00 500.00 5,616.59 4,871.49 4,728.59 5,616.59
9 5,628.25 0.00 0.00 5,628.25 5,115.07 5,616.59 5,628.25
10 691.07 5,000.00 0.00 691.07 599.51 628.25 691.07
</TABLE>

Death Benefit (a) is the Accumulated Value increased by any positive Market
Value Adjustment

44
<PAGE>
Death Benefit (b) is the gross payments accumulated daily at the Death
Benefit Effective Annual Yield reduced proportionately to reflect
withdrawals.

Death Benefit (c) is the death benefit that would have payable on the most
recent contract anniversary, increased for subsequent payments, and
decreased proportionately for subsequent withdrawals.

The Hypothetical Death Benefit is equal to the greatest of Death Benefits
(a), (b), or (c)

PART 2 : DEATH OF THE OWNER WHO IS NOT THE ANNUITANT

Assume a payment of $50,000 is made on the Date of Issue and no additional
payments are made. Assume there are no withdrawals and that the Death Benefit
Effective Annual Yield is equal to 5%. The table below presents examples of the
Death Benefit based on the Hypothetical Accumulated Values.

<TABLE>
<CAPTION>
HYPOTHETICAL
HYPOTHETICAL MARKET VALUE HYPOTHETICAL
YEAR ACCOUNT VALUE ADJUSTMENT DEATH BENEFIT
--- ------------- ------------ -------------
<S> <C> <C> <C>
1 $ 53,000.00 $ 0.00 $ 53,000.00
2 53,530.00 500.00 54,030.00
3 58,883.00 0.00 58,883.00
4 52,994.70 500.00 53,494.70
5 58,294.17 0.00 58,294.17
6 64,123.59 500.00 64,623.59
7 70,535.95 0.00 70,535.95
8 77,589.54 500.00 78,089.54
9 85,348.49 0.00 85,348.49
10 93,883.34 0.00 93,883.34
</TABLE>

The Hypothetical Death Benefit is the Accumulated Value increased by any
positive Market Value Adjustment.

45
<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

STATEMENT OF ADDITIONAL INFORMATION

FOR

INDIVIDUAL VARIABLE ANNUITY POLICIES FUNDED THROUGH SUBACCOUNTS OF

SEPARATE ACCOUNT VA-P

INVESTING IN SHARES OF PIONEER VARIABLE CONTRACTS TRUST

THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS. IT SHOULD BE
READ IN CONJUNCTION WITH THE PROSPECTUS OF THE VARIABLE ACCOUNT DATED
JULY , 1996 ("THE PROSPECTUS"). THE PROSPECTUS MAY BE OBTAINED FROM
ANNUITY CUSTOMER SERVICES, ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY
COMPANY, 440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653,

DATED JULY 8, 1996

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY............................................ 2

TAXATION OF THE CONTRACT, THE VARIABLE ACCOUNT AND THE COMPANY............. 2

SERVICES................................................................... 3

UNDERWRITERS............................................................... 3

ANNUITY PAYMENTS........................................................... 4

PERFORMANCE INFORMATION.................................................... 5

FINANCIAL STATEMENTS....................................................... 7

GENERAL INFORMATION AND HISTORY

Separate Account VA-P ("Separate Account") is a separate investment account
of Allmerica Financial Life Insurance and Annuity Company (the "Company")
established by vote of the Board of Directors on October 27, 1994. The
Company is a life insurance company organized under the laws of Delaware in
July, 1974. Its Principal Office is located at 440 Lincoln Street,
Worcester, Massachusetts 01653, Telephone 508-855-1000. The Company is
subject to laws of the State of Delaware governing insurance companies and to
regulation by the Commissioner of Insurance of Delaware. In addition, the
Company is subject to the insurance laws and regulations of other states and
jurisdictions in which it is licensed to operated. As of December 31, 1995,
the Company had over $5 billion in assets and over $18 billion of life
insurance in force.

Effective October 1, 1995, the Company changed its name from SMA Life
Assurance Company to Allmerica Financial Life Insurance and Annuity Company.
The Company is an indirect wholly-owned subsidiary of First Allmerica
Financial Life Insurance Company ("First Allmerica"), which in turn is a
wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"). First
Allmerica, originally organized under the laws of Massachusetts in 1844 as a
mutual life insurance company and known as State Mutual Life Assurance
Company of America, converted to a stock life insurance company on October
16, 1995 and adopted its present name. First Allmerica is the fifth oldest
life insurance company in America. As of December 31, 1995 First Allmerica
and its subsidiaries (including the Company) had over $11 billion in
combined assets and over $35.2 billion in life insurance in force.

Eight Sub-Accounts of the Variable Account are available under the Contracts.
Each Sub-Account invests in a corresponding investment portfolio of Pioneer
Variable Contracts Trust (the "Fund").

The Fund is an open-end, diversified series investment company. The Fund
currently consists of seven different investment portfolios: Capital Growth
Portfolio, International Growth Portfolio, Real Estate Growth Portfolio,
Equity-Income Portfolio, America Income Portfolio, Balanced Portfolio, Swiss
Franc Bond Portfolio and the Money Market Portfolio. Each Underlying
Portfolio has its own investment objectives and certain attendant risks.

TAXATION OF THE POLICIES, VARIABLE

<PAGE>

ACCOUNT AND THE COMPANY

The Company currently imposes no charge for taxes payable in connection with
the Contracts, other than for state and local premium taxes and similar
assessments when applicable. The Company reserves the right to impose a
charge for any other taxes that may become payable in the future in
connection with the Contracts or the Variable Account.

The Variable Account is considered to be a part of and taxed with the
operations of the Company. The Company is taxed as a life insurance company
under subchapter L of the Code and files a consolidated tax return with its
parent and affiliated companies.

The Company reserves the right to make a charge for any effect which the
income, assets, or existence of Contracts or the Variable Account may have
upon its tax. Such charge for taxes, if any, will be assessed on a fair and
equitable basis in order to preserve equity among classes of Contract Owners.
The Variable Account presently is not subject to tax.

SERVICES

CUSTODIAN OF SECURITIES. The Company serves as custodian of the assets of
the Variable Account. Fund shares owned by the Sub-Accounts are held on an
open account basis. A Sub-Account's ownership of Fund shares is reflected on
the records of the Fund and not represented by any transferable stock
certificates.

EXPERTS. The financial statements of the Company as of December 31, 1995
and 1994 and for each of the three years in the period ended December 31,
1995 and of the Variable Accounts of the Company as of December 31, 1995 and
for the periods indicated, included in this Statement of Additional
Information constituting part of the Registration Statement, have been so
included in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

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

UNDERWRITERS

Allmerica Investments, Inc., a registered broker-dealer under the Securities
Exchange Act of 1934 and a member of the National Association of Securities
Dealers, Inc. (NASD), serves as principal underwriter and general distributor
for the Contracts pursuant to a contract between Allmerica Investments, Inc.,
the Company and the Variable Account. Allmerica Investments, Inc.
distributes the Contracts on a best efforts basis. Allmerica Investments,
Inc., 440 Lincoln Street, Worcester, Massachusetts 01653 was organized in
1969 as a wholly-owned subsidiary of First Allmerica and is, at present,
indirectly wholly-owned by the First Allmerica.

The Contracts offered by this Prospectus are offered continuously and may be
purchased from certain independent broker-dealers which are NASD members and
whose representatives are authorized by applicable law to sell variable
annuity policies.

All persons selling the Contracts are required to be licensed by their
respective state insurance authorities for the sale of variable annuity
policies. Commissions not to exceed 6.00% of purchase payments will be paid
to entities which sell the Contracts. In addition, expense reimbursement
allowances may be paid. Additional payments may be made for other services
not directly related to the sale of the Contracts, including the recruitment
and training of personnel, production of promotional literature and similar
services.

Commissions paid by the Company do not result in any charge to Contract
Owners or to the Separate Account in addition to the charges described under
"CHARGES AND DEDUCTIONS" in the Prospectus. The Company intends to recoup
the commission and other sales expense through a combination of anticipated
surrender, partial redemption/withdrawal and/or annuitization charges, the
investment earnings on amounts allocated to accumulate on a fixed basis in
excess of the interest credited on fixed accumulations by the Company, and
the profit, if any, from the mortality and expense risk

-3-

<PAGE>

charge.

ANNUITY PAYMENTS

The method by which the Accumulated Value under the Policy is determined is
described in detail under "K. Computation of Policy Values and Annuity
Payments" in the Prospectus.

Illustration of Accumulation Unit Calculation Using Hypothetical Example.
The Accumulation Unit calculation for a daily Valuation Period may be
illustrated by the following hypothetical example: Assume that the assets of
a Sub-Account at the beginning of a one-day Valuation Period were $5,000,000;
that the value of an Accumulation Unit on the previous date was $1.135000;
and that during the Valuation Period, the investment income and net realized
and unrealized capital gains exceed net realized and unrealized capital
losses by $1,675. The Accumulation Unit value at the end of the current
Valuation Period would be calculated as follows:

(1) Accumulation Unit Value - Previous Valuation Period............. $1.135000

(2) Value of Assets - Beginning of Valuation Period................. $5,000,000

(3) Excess of investment income and net gains over capital losses....... $1,675

(4) Adjusted Gross Investment Rate for the valuation period (3):(2).... 0.000335

(5) Annual Charge (one day equivalent of 1.40% per annum).............. 0.000038

(6) Net Investment Rate (4)-(5)........................................ 0.000297

(7) Net Investment Factor 1.000000 + (6)............................... 1.000297

(8) Accumulation Unit Value - Current Period (1)x(7)................. $ 1.135337

Conversely, if unrealized capital losses and charges for expenses and taxes
exceeded investment income and net realized capital gains by $1,675, the
accumulated unit value at the end of the Valuation Period would have been
$1.134577.

The method for determining the amount of annuity payments is described in
detail under "K. Computation of Policy Values and Annuity Payments" in the
Prospectus.

ILLUSTRATION OF VARIABLE ANNUITY PAYMENT CALCULATION USING HYPOTHETICAL
EXAMPLE. The determination of the Annuity Unit value and the variable
annuity payment may be illustrated by the following hypothetical example:
Assume an Annuitant has 40,000 Accumulation Units in a Variable Account, and
that the value of an Accumulation Unit on the Valuation Date used to
determine the amount of the first variable annuity payment is $1.120000.
Therefore, the Accumulation Value of the Contract is $44,800 (40,000 x
$1.120000). Assume also that the Contract Owner elects an option for which
the first monthly payment is $6.57 per $1,000 of Accumulated Value applied.
Assuming no premium tax or contingent deferred sales charge, the first
monthly payment would be 44.800 multiplied by $6.57, or $294.34.

Next, assume that the Annuity Unit value for the assumed rate of 3-1/2% per
annum for the Valuation Date as of which the first payment was calculated was
$1.100000. Annuity Unit values will not be the same as Accumulation Unit
values because the former reflect the 3-1/2% assumed interest rate used in
the annuity rate calculations. When the Annuity Unit value of $1.100000 is
divided into the first monthly payment the number of Annuity Units
represented by that payment is determined to be 267.5818. The value of this
same number of Annuity Units will be paid in each subsequent month under most
options. Assume further that the net investment factor for the Valuation
Period applicable to the next annuity payment is 1.000190. Multiplying this
factor by .999906 (the one-day adjustment factor for the assumed interest
rate of 3-1/2% per annum) produces a factor of 1.000096. This is then
multiplied by the Annuity Unit value on the

-4-

<PAGE>

immediately preceding Valuation Date (assumed here to be $1.105000). The
result is an Annuity Unit value of $1.105106 for the current monthly payment.
The current monthly payment is then determined by multiplying the number of
Annuity Units by the current Annuity Unit value, or 267.5818 times $1.105106,
which produces a current monthly payment of $295.71.

PERFORMANCE INFORMATION

Performance information for a Sub-Account may be compared, in reports and
promotional literature, to certain indices described in the prospectus under
"PERFORMANCE INFORMATION." In addition, the Company may provide advertising,
sales literature, periodic publications or other materials information on
various topics of interest to Contract Owners and prospective Contract Owners.
These topics may include the relationship between sectors of the economy and
the economy as a whole and its effect on various securities markets,
investment strategies and techniques (such as value investing, market timing,
dollar cost averaging, asset allocation, constant ratio transfer and account
rebalancing), the advantages and disadvantages of investing in tax-deferred
and taxable investments, customer profiles and hypothetical purchase and
investment scenarios, financial management and tax and retirement planning,
and investment alternatives to certificates of deposit and other financial
instruments, including comparisons between the Contracts and the
characteristics of and market for such financial instruments.

The Contracts have been offered since 1996. However, total return
data may be advertised based on the period of time that the Underlying
Portfolios have been in existence. The results for any period prior to the
Contracts being offered will be calculated as if the Contracts had been offered
during that period of time, with all charges assumed to be those applicable
to the Contracts.

TOTAL RETURN

"Total Return" refers to the total of the income generated by an investment
in a Sub-Account and of the changes of value of the principal invested (due to
realized and unrealized capital gains or losses) for a specified period,
reduced by the Sub-Accounts asset charge and any applicable contingent
deferred sales charge which would be assessed upon complete withdrawal of the
investment.

Total Return figures are calculated by standardized methods prescribed by
rules of the Securities and Exchange Commission. The quotations are computed
by finding the average annual compounded rates of return over the specified
periods that would equate the initial amount invested to the ending
redeemable values, according to the following formula:

P(1 + T)(n) = ERV

Where: P = a hypothetical initial payment to the Variable Account of $1,000

T = average annual total return

n = number of years

ERV = the ending redeemable value of the $1,000 payment at the end of
the specified period

The calculation of Total Return includes the annual charges against the asset
of the Sub-Account. This charge is 1.40% on an annual basis. The calculation
of ending redeemable value assumes (1) the policy was issued at the beginning
of the period and (2) a complete surrender of the policy at the end of the
period. The deduction of the contingent deferred sales charge, if any,
applicable at the end of the period is included in the calculation, according
to the following schedules:

-5-

<PAGE>

POLICY A
(NO GUARANTEED PERIOD ACCOUNT OPTIONS)

POLICY YEAR FROM DATE OF CHARGE AS PERCENTAGE OF NEW
PAYMENT IN WHICH SURRENDER OCCURS PURCHASE PAYMENTS WITHDRAWN*
--------------------------------- ---------------------------
0-3 7%
4 6%
5 5%
6 4%
7 3%
More than 7 No Charge

POLICY FORM B
(WITH GUARANTEED PERIOD ACCOUNT OPTIONS)

POLICY YEAR FROM DATE OF CHARGE AS PERCENTAGE OF NEW
PAYMENT IN WHICH SURRENDER OCCURS PURCHASE PAYMENTS REDEEMED*
--------------------------------- ---------------------------

0-1 7%
2 6%
3 5%
4 4%
5 3%
6 2%
7 1%
Thereafter 0%

* Subject to the maximum limit described in the prospectus.

No contingent deferred sales charge is deducted upon expiration of the
periods specified above. In all Policy Years after the first Policy Year, an
amount equal to 10% of the Accumulated Value under the Policy (or a greater
amount under a life expectancy distribution option, if applicable) is not
subject to the contingent sales charge.

The calculations of Total Return include the deduction of the $30 Annual
Policy fee.

SUPPLEMENTAL TOTAL RETURN INFORMATION

The Supplemental Total Return information in this section refers to the total
of the income generated by an investment in a Sub-Account and of the changes
of value of the principal invested (due to realized and unrealized capital
gains or losses) for a specified period reduced by the Sub-Account's asset
charges. However, it is assumed that the investment is NOT withdrawn at the
end of each period.

The quotations of Supplemental Total Return are computed by finding the
average annual compounded rates of return over the specified periods that
would equate the initial amount invested to the ending values, according to
the following formula:

P(1 + T)(n) = EV

Where: P = a hypothetical initial payment to the Variable Account of $1,000

T = average annual total return

n = number of years

EV = the ending value of the $1,000 payment at the end of the
specified period

The calculation of Supplemental Total Return reflects the 1.40% annual charge
against the assets of the Sub-Accounts. The ending value assumes that the
policy is NOT withdrawn at the end of the specified period, and there is
therefore no adjustment for the contingent deferred sales charge that would
be applicable if the policy was withdrawn at the end of the period.

The calculations of Supplemental Total Return includes the deduction of the
$30 Annual Policy fee.

-6-

<PAGE>

YIELD AND EFFECTIVE YIELD - SUBACCOUNT 257 (INVESTS IN THE MONEY MARKET
PORTFOLIO OF THE FUND)

Set forth below is yield and effective yield information for Sub-Account 257
for the seven day period ended December 31, 1995.

Yield 5.63%
Effective Yield 5.59%

Yield and effective yield figures are calculated by standardized methods
prescribed by rules of the Securities and Exchange Commission. Under those
methods, the yield quotation is computed by determining the net change
(exclusive of capital changes) in the value of a hypothetical pre-existing
account having a balance of one accumulation unit of the Sub-Account at the
beginning of the period, subtracting a charge reflecting the annual 1.40%
deduction for mortality and expense risk and the administrative charge,
dividing the difference by the value of the account at the beginning of the
same period to obtain the base period return, and then multiplying the return
for a seven-day base period by (365/7), with the resulting yield carried to
the nearest hundredth of one percent.

Sub-Account 257 computes effective yield by compounding the unannualized base
period return by using the formula:

365/7
Effective Yield = [(base period return + 1) ] - 1

The calculations of yield and effective yield do NOT reflect the $30 Annual
Policy fee.

FINANCIAL STATEMENTS

Financial Statements are included for Separate Account VA-P of the Company and
for Allmerica Financial Life Insurance and Annuity Company.

-7-

<PAGE>

ALLMERICA FINANCIAL
LIFE INSURANCE AND
ANNUITY COMPANY

(formerly SMA Life Assurance Company)

STATUTORY FINANCIAL STATEMENTS

DECEMBER 31, 1995

<PAGE>

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

December 31, 1995

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

<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

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

We have audited the accompanying statutory basis statement of assets,
liabilities, surplus and other funds of Allmerica Financial Life Insurance and
Annuity Company as of December 31, 1995 and 1994, and the related statutory
basis statements of operations and changes in capital and surplus, and of cash
flows for each of the three years ended December 31, 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

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

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Allmerica Financial Life Insurance and Annuity Company as of December 31,
1995 and 1994, or the results of its operations or its cash flows for each of
the three years ended December 31, 1995.

<PAGE>

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

Page 2

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

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

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

February 5, 1996

<PAGE>

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

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

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

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

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

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

LIABILITIES, SURPLUS AND OTHER FUNDS

Liabilities:

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

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

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

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

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

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

</TABLE>

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

NET INCOME 38,523 6,403 19,782

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

</TABLE>

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

<PAGE>

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

NOTES TO STATUTORY FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

The preparation of financial statements in accordance with practices prescribed
or permitted by the Insurance Department of the State of Delaware and in
conformity with practices prescribed by the NAIC requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of revenues and expenses during
the reporting period. Actual results could differ from those estimates.

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

NOTE 2 - INVESTMENTS

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

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

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

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

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

</TABLE>
8

<PAGE>

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

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

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

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

</TABLE>

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

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

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

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

</TABLE>

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

<PAGE>

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

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

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

</TABLE>

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

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

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

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

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

NOTE 3 - FAIR VALUE DISCLOSURES OF FINANCIAL INFORMATION

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

<PAGE>

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

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

FINANCIAL ASSETS:

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

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

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

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

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

FINANCIAL LIABILITIES:

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

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

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

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

<PAGE>

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

NOTE 4 - FEDERAL INCOME TAXES

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

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

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

NOTE 5 - REINSURANCE

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

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

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

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

NOTE 6 - ACCIDENT AND HEALTH POLICY AND CLAIM LIABILITIES

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

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

<PAGE>

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

NOTE 7 - DIVIDEND RESTRICTIONS

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

NOTE 8 - OTHER RELATED PARTY TRANSACTIONS

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

NOTE 9 - FUNDS ON DEPOSIT

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

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

NOTE 10 - LITIGATION

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

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT VA-P - PIONEER VISION
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES o DECEMBER 31, 1995

- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GROWTH CAPITAL GROWTH REAL ESTATE GROWTH
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
251 252 253
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investment in shares of Pioneer Variable Contracts Trust.... $ 2,684,784 $ 9,219,862 $ 392,808
Accrued investment income................................... -- -- --
Receivable from Allmerica Financial Life Insurance
and Annuity Company (Sponsor)............................. 6,597 22,948 2,655
----------- ----------- -----------
Total assets............................................. 2,691,381 9,242,810 395,463

LIABILITIES:
Payable to Allmerica Financial Life Insurance
and Annuity Company (Sponsor)............................. -- -- --
----------- ----------- -----------
Net assets............................................... 2,691,381 $ 9,242,810 $ 395,463
=========== =========== ===========

Net asset distribution by category:
Qualified variable annuity policies...................... $ 459,805 $ 2,244,484 $ 110,063
Non-qualified variable annuity policies..................... 2,231,576 6,998,326 285,400
Value of investment by Allmerica Financial Life Insurance
and Annuity Company (Sponsor).......................... -- -- --
----------- ----------- -----------
$ 2,691,381 $ 9,242,810 $ 395,463
=========== =========== ===========

Qualified units outstanding, December 31, 1995.............. 420,313 1,938,108 95,184
Net asset value per qualified unit, December 31, 1995....... $ 1.093958 $ 1.158080 $ 1.156319
Non-qualified units outstanding, December 31, 1995.......... 2,039,910 6,043,042 246,818
Net asset value per non-qualified unit, December 31, 1995... $ 1.093958 $ 1.158080 $ 1.156319

</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT VA-P - PIONEER VISION
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME BALANCED AMERICA INCOME MONEY MARKET SWISS FRANC BOND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
254 255 256 257 258
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C>

$ 6,752,789 $ 2,529,155 $ 3,397,788 $ 3,303,968 $ 89,018
-- -- 13,341 9,837 --

33,729 -- -- -- --
----------- ----------- ----------- ----------- -----------
6,786,518 2,529,155 3,411,129 3,313,805 89,018

-- 324 2,430 3,029 42
----------- ----------- ----------- ----------- -----------
$ 6,786,518 $ 2,528,831 $ 3,408,699 $ 3,310,776 $ 88,976
=========== =========== =========== =========== ===========

$ 1,593,072 $ 865,639 $ 514,232 $ 1,724,639 $ 60,048
5,193,446 1,663,192 2,894,467 1,586,137 28,728

-- -- -- -- 200
----------- ----------- ----------- ----------- -----------
$ 6,786,518 $ 2,528,831 $ 3,408,699 $ 3,310,776 $ 88,976
=========== =========== =========== =========== ===========

1,303,431 743,165 492,994 1,672,389 59,959
$ 1.222215 $ 1.164800 $ 1.043081 $ 1.031243 $ 1.001476
4,249,208 1,427,878 2,774,920 1,538,083 28,685
$ 1.222215 $ 1.164800 $ 1.043081 $ 1.031243 $ 1.001476
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT VA-P - PIONEER VISION
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS

EXPENSES:
Mortality and expense risk fees.......................... 7,710 33,097 1,229
Administrative expense charges........................... 925 3,971 148
-------- -------- --------
Total expenses......................................... 8,635 37,068 1,377
-------- -------- --------

Net investment income (loss)............................. 15,596 72,203 5,570
-------- -------- --------

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain........................................ 3,151 2,197 891
Net unrealized gain (loss)............................... 41,577 93,617 14,788
-------- -------- --------

Net realized and unrealized gain (loss) on investments.... 44,728 95,814 15,679
-------- -------- --------

Net increase (decrease) in net assets from operations.... $ 60,324 $168,017 $ 21,249
======== ======== ========

</TABLE>

(a) For the period March 29, 1995 (date of initial investment) to December 31,
1995
(b) For the period March 2, 1995 (date of initial investment) to December 31,
1995
(c) For the period March 7, 1995 (date of initial investment) to December 31,
1995
(d) For the period March 3, 1995(date of initial investment) to December 31,
1995
(e) For the period April 7, 1995 (date of initial investment) to December 31,
1995
(f) For the period May 5, 1995 (date of initial investment) to December 31,
1995
(g) For the period March 3, 1995 (date of initial investment) to December 31,
1995
(h) For the period October 27, 1995 (date of initial investment) to December 31,
1995

- ------------------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME BALANCED AMERICA INCOME MONEY MARKET SWISS FRANC BOND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
254(d) 255(e) 256(f) 257(g) 258(h)
- ------------------------------------------------------------------------------------------------------------------------------------

<C> <C> <C> <C> <C>
$ 47,323 $ 18,380 $ 33,200 $ 46,090 --
--------- --------- --------- --------- ------

19,828 6,302 7,750 11,414 $ 38
2,379 756 930 1,370 4
--------- --------- --------- --------- ------
22,207 7,058 8,680 12,784 42
--------- --------- --------- --------- ------

25,116 11,322 24,520 33,306 (42)
--------- --------- --------- --------- ------

5,211 559 1,887 -- --
328,176 89,378 47,373 -- (18)
--------- --------- --------- --------- ------

333,387 89,937 49,260 -- (18)
--------- --------- --------- --------- ------

$ 358,503 $ 101,259 $ 73,780 $ 33,306 $ (60)
========= ========= ========= ========= ======

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SEPARATE ACCOUNT VA-P - PIONEER VISION
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

- ------------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL GROWTH CAPITAL GROWTH REAL ESTATE GROWTH
SUB-ACCOUNT 251 SUB-ACCOUNT 252 SUB-ACCOUNT 253
PERIOD FROM PERIOD FROM PERIOD FROM
3/29/95* TO 12/31/95 3/2/95* TO 12/31/95 3/7/95* TO 12/31/95
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS:
Net investment income (loss)............................. $ 15,596 $ 72,203 $ 5,570
Net realized gain from security transactions............. 3,151 2,197 891
Net unrealized gain (loss) on investments................ 41,577 93,617 14,788
----------- ----------- ---------

Net increase (decrease) in net assets from operations.... 60,324 168,017 21,249
----------- ----------- ---------

FROM CAPITAL TRANSACTIONS:
Net purchase payments.................................... 1,750,481 5,686,038 293,637
Terminations............................................. (25,826) (72,466) (5,880)
Annuity benefits......................................... (5,915) (5,593) (5,865)
Other transfers from (to) the General Account of
Allmerica Financial Life Insurance and Annuity
Company (Sponsor).................................... 912,317 3,466,814 92,322
Net increase in investment by Allmerica Financial Life
Insurance and Annuity Company (Sponsor).................. -- -- --
----------- ----------- ---------
Net increase in net assets from capital transactions..... 2,631,057 9,074,793 374,214
----------- ----------- ---------
Net increase in net assets............................... 2,691,381 9,242,810 395,463

NET ASSETS:
Beginning of period...................................... -- -- --
----------- ----------- ---------
End of period............................................ $ 2,691,381 $ 9,242,810 $ 395,463
=========== =========== =========

</TABLE>

* Date of initial investment.

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

- ---------------------------------------------------------------------------------------------------------------------------
EQUITY INCOME BALANCED AMERICA INCOME MONEY MARKET SWISS FRANC BOND
SUB-ACCOUNT 254 SUB-ACCOUNT 255 SUB-ACCOUNT 256 SUB-ACCOUNT 257 SUB-ACCOUNT 258
PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM PERIOD FROM
3/3/95* TO 12/31/95 4/7/95* TO 12/31/95 5/5/95* TO 12/31/95 3/3/95* TO 12/31/95 10/27/95* TO 12/31/95
- ---------------------------------------------------------------------------------------------------------------------------

<C> <C> <C> <C> <C>
$ 25,116 $ 11,322 $ 24,520 $ 33,306 $ (42)
5,211 559 1,887 -- --
328,176 89,378 47,373 -- (18)
----------- ----------- ----------- ----------- -----------

358,503 101,259 73,780 33,306 (60)
----------- ----------- ----------- ----------- -----------

3,909,899 1,304,564 2,777,730 12,369,722 28,750
(76,382) (19,783) (65,220) (153,272) --
(6,919) -- (42,887) -- --

2,601,417 1,142,791 665,296 (8,938,980) 60,086

-- -- -- -- 200
----------- ----------- ----------- ----------- -----------
6,428,015 2,427,572 3,334,919 3,277,470 89,036
----------- ----------- ----------- ----------- -----------

6,786,518 2,528,831 3,408,699 3,310,776 88,976

-- -- -- -- --
----------- ----------- ----------- ----------- -----------
$ 6,786,518 $ 2,528,831 $ 3,408,699 $ 3,310,776 $ 88,976
=========== =========== =========== =========== ===========
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------

SEPARATE ACCOUNT VA-P - PIONEER VISION
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995

NOTE 1 - ORGANIZATION

Separate Account VA-P (VA-P) is a separate investment account of Allmerica
Financial Life Insurance and Annuity Company (formerly named SMA Life
Assurance Company) (the Company), established on March 1, 1995 for the
purpose of separating from the general assets of the Company those assets
used to fund certain variable annuity policies issued by the Company.
Effective October 16, 1995, concurrent with the demutualization, State Mutual
Life Assurance Company of America changed their name to First Allmerica
Financial Life Insurance Company (First Allmerica).The Company is a
wholly-owned subsidiary of First Allmerica. Under applicable insurance law,
the assets and liabilities of VA-P are clearly identified and distinguished
from the other assets and liabilities of the Company. VA-P cannot be charged
with liabilities arising out of any other business of the Company.

VA-P is registered as a unit investment trust under the Investment Company
Act of 1940, as amended (the 1940 Act). VA-P currently offers eight
Sub-Accounts under the policies. Each Sub-Account invests exclusively in a
corresponding investment portfolio of the Pioneer Variable Contracts Trust
(the Fund). Each Portfolio is managed by Pioneering Management Corporation
(Pioneer), except the Real Estate Growth Portfolio, which is managed by
Pioneer Winthrop Advisors. The Fund is an open-end, diversified series
management investment company registered under the 1940 Act.

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

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

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

NOTE 3 - INVESTMENTS

The number of shares owned, aggregate cost, and net asset value per share
of each Sub-Account's investment in the Fund at December 31, 1995 were as
follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PORTFOLIO INFORMATION
SUB- INVESTMENT NUMBER OF AGGREGATE NET ASSET
ACCOUNT PORTFOLIO SHARES COST VALUE PER SHARE
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C>
PIONEER VARIABLE CONTRACTS TRUST:

251 International Growth 245,634 $ 2,643,207 $ 10.93
252 Capital Growth 796,877 9,126,245 11.57
253 Real Estate Growth 34,979 378,021 11.23
254 Equity Income 554,872 6,424,613 12.17
255 Balanced 213,071 2,439,778 11.87
256 America Income 333,771 3,350,415 10.18
257 Money Market 3,303,968 3,303,968 1.00
258 Swiss Franc Bond 5,911 89,036 15.06
</TABLE>
<PAGE>
NOTE 4 - RELATED PARTY TRANSACTIONS

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

A policy fee is currently deducted on the policy anniversary date and upon
full surrender of the policy when the accumulated value is $50,000 or less.
The policy fee is $30. The policy fee is currently waived for policies
originally issued as part of a 401(k) plan. For the period ended December 31,
1995, there were no policy fees deducted from accumulated value in the
Sub-Accounts.

Allmerica Investments, Inc. (Allmerica Investments), a wholly-owned
subsidiary of First Allmerica, is principal underwriter and general
distributor of VA-P, and does not receive any compensation for sales of the
VA-P policies. Commissions are paid by the Company to registered
representatives of broker-dealers who are registered under the Securities
Exchange Act of 1934 and are members of the National Association of
Securities Dealers. As the current series of policies have a contingent
deferred sales charge, no deduction is made for sales charges at the time of
the sale. For the period ended December 31, 1995, the Company received $2,052
for contingent deferred sales charges applicable to VA-P.

NOTE 5 - POLICYOWNERS AND SPONSOR TRANSACTIONS

Transactions from policyowners and sponsor were as follows:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
PERIOD ENDED DECEMBER 31, 1995
UNITS AMOUNT
- -----------------------------------------------------------------------------------
<S> <C> <C>
Sub-Account 251 - International Growth
Issuance of units ........................... 2,569,925 $ 2,750,937
Redemption of units ......................... (109,702) (119,880)
----------- -----------
Net increase ................................ 2,460,223 $ 2,631,057
=========== ===========
Sub-Account 252 - Capital Growth
Issuance of units ........................... 8,250,461 $ 9,494,894
Redemption of units ......................... (269,311) (420,101)
----------- -----------
Net increase ................................ 7,981,150 $ 9,074,793
=========== ===========
Sub-Account 253 - Real Estate Growth
Issuance of units ........................... 365,012 $ 399,742
Redemption of units ......................... (23,010) (25,528)
----------- -----------
Net increase ................................ 342,002 $ 374,214
=========== ===========
Sub-Account 254 - Equity Income
Issuance of units ........................... 5,729,620 $ 6,670,540
Redemption of units ......................... (176,981) (242,525)
----------- -----------
Net increase ................................ 5,552,639 $ 6,428,015
=========== ===========
Sub-Account 255 - Balanced
Issuance of units ........................... 2,193,672 $ 2,452,799
Redemption of units ......................... (22,629) (25,227)
----------- -----------
Net increase ................................ 2,171,043 $ 2,427,572
=========== ===========
Sub-Account 256 - America Income
Issuance of units ........................... 3,712,800 $ 3,843,833
Redemption of units ......................... (444,886) (508,914)
----------- -----------
Net increase ................................ 3,267,914 $ 3,334,919
=========== ===========
Sub-Account 257 - Money Market
Issuance of units ........................... 12,303,426 $12,567,146
Redemption of units ......................... (9,092,954) (9,289,676)
----------- -----------
Net increase ................................ 3,210,472 $ 3,277,470
=========== ===========
Sub-Account 258 - Swiss Franc Bond
Issuance of units ........................... 88,644 $ 89,036
Redemption of units ......................... ----------- -----------
Net increase ................................ 88,644 $ 89,036
=========== ===========

</TABLE>

<PAGE>
NOTE 6 - DIVERSIFICATION REQUIREMENTS

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

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

NOTE 7 - PURCHASES AND SALES OF SECURITIES

Cost of purchases and proceeds from sales of the Fund shares by VA-P during
the period ended December 31, 1995 were as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
SUB-
ACCOUNT INVESTMENT PORTFOLIO PURCHASES SALES

- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C>
251 International Growth ................... $ 2,730,760 $ 90,704
252 Capital Growth ......................... 9,295,419 171,371
253 Real Estate Growth ..................... 403,781 26,651
254 Equity Income .......................... 6,562,004 142,602
255 Balanced ............................... 2,456,092 16,874
256 America Income ......................... 3,681,265 332,737
257 Money Market ........................... 8,817,858 5,513,890
258 Swiss Franc Bond ....................... 89,037 --
------------ -----------
Totals $ 34,036,216 $ 6,294,829
============ ===========
</TABLE>
<PAGE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors of Allmerica Financial Life Insurance
and Annuity Company and Policyowners
of Separate Account VA-P - Pioneer Vision of Allmerica Financial
Life Insurance and Annuity Company

In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly,
in all material respects, the financial position of each of the Sub-Accounts
(251, 252, 253, 254, 255, 256, 257, and 258) constituting the Separate
Account VA-P - Pioneer Vision of Allmerica Financial Life Insurance and
Annuity Company at December 31, 1995, the results of each of their operations
and the changes in each of their net assets for the periods indicated, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of Allmerica Financial Life Insurance and
Annuity Company's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of investments owned at December 31,
1995 by correspondence with the Fund, provide a reasonable basis for the
opinion expressed above.

PRICE WATERHOUSE LLP
Boston, Massachusetts

February 23, 1996

<PAGE>

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS

FINANCIAL STATEMENTS INCLUDED IN PART A
None

FINANCIAL STATEMENTS INCLUDED IN PART B
Financial Statements for Allmerica Financial Life Insurance and Annuity
Company.
Financial Statements for Separate Account VA-P of Allmerica
Financial Life Insurance and Annuity Company.

FINANCIAL STATEMENTS INCLUDED IN PART C
None

(b) EXHIBITS

Exhibit 1 - Vote of Board of Directors Authorizing Establishment of
Registrant dated October 27, 1994 was previously filed in
Registrant's initial Registration Statement on November 3,
1994 and is herein incorporated by reference.

Exhibit 2 - Not Applicable. Pursuant to Rule 26a-2, the Insurance Company
may hold the assets of the Registrant NOT pursuant to a trust
indenture or other such instrument.

Exhibit 3 - (a) Proposed Form of Sales and Administrative Services
Agreement was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein
incorporated by reference.
(b) Wholesaling Agreement was previously filed on March 1,
1995 and is herein incorporated by reference.
(c) Broker's Agreement and Specimen Schedule of Sales
Commissions for Variable Annuity Policies was previously filed
in Registrant's initial Registration Statement on November 3,
1994 and is herein incorporated by reference.

Exhibit 4 - Policy Form A was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein
incorporated by reference. Policy Form B was previously filed
in Post-Effective Amendment No. 4 on May , 1996 and is
incorporated by reference herein.

Exhibit 5 - Application Form A was previously filed in Registrant's initial
Registration Statement on November 3, 1994 and is herein
incorporated by reference. Application Form B was previously
filed in Post-Effective Amendment No. 4 on May , 1996 and is
incorporated by reference herein.

Exhibit 6 - The Depositor's Articles of Incorporation and Bylaws was
previously filed in Registrant's initial Registration
Statement on November 3, 1994 and is herein incorporated by
reference. An Amendment to the Articles of Incorporation was
filed on October 1, 1996, and is incorporated herein by
reference.

Exhibit 7 - Not Applicable.

Exhibit 8 - AUV Calculation Services Agreement with The Shareholder
Services Group date March 31, 1995 was previously filed on May
1, 1995 and is herein incorporated by reference.

Exhibit 9 - Consent and Opinion of Counsel is filed herewith.

Exhibit 10 - Consent and Opinion of Independent Accountants is filed
herewith.

Exhibit 11 - None.

Exhibit 12 - None.

Exhibit 13 - None.

Exhibit 14 - Not Applicable.

Exhibit 15(a)- Participation Agreement dated December 22, 1994 was filed on
February 28, 1995 in Pre-Effective Amendment No. 1 and is
incorporated by reference herein.

Exhibit 27 - Financial Data Schedules are filed herewith.

<PAGE>

Item 25. DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

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

DIRECTORS AND EXECUTIVE OFFICERS OF THE DEPOSITOR

<TABLE>
<CAPTION>
Name and Position Principal Occupation(s) During Past Five Years
- ----------------- ----------------------------------------------
<S> <C>

Bruce C. Anderson Director of First Allmerica since 1996; Vice
Director President, First Allmerica

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

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

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

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

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

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

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

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

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

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

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

Diane E. Wood Director of First Allmerica since 1996; Vice President,
Director and Vice President First Allmerica
</TABLE>

<PAGE>

Item 26. PERSONS UNDER COMMON CONTROL WITH REGISTRANT. See attached
organization chart.

FIRST ALLMERICA FINANCIAL LIFE INSURANCE COMPANY

<TABLE>
<CAPTION>
<S> <C> <C>
AAM Equity Fund 440 Lincoln Street Massachusetts Grantor Trust
Worcester, MA 01653

Allmerica Asset Management, 440 Lincoln Street Investment advisory service
Inc. Worcester, MA 01653

Allmerica Employees Insurance 440 Lincoln Street Insurance Agency
Agency, Inc. Worcester, MA 01653

Allmerica Financial Services 440 Lincoln Street Insurance Agency
Insurance Agency, Inc. Worcester, MA 01653

Allmerica Funds 440 Lincoln Street Investment Company
Worcester, MA 01653

Allmerica Institutional Services, 440 Lincoln Street Accounting, marketing
Inc. (formerly known as 440 Worcester, MA 01653 and shareholder services
Financial Group of Worcester, Inc. for investment companies

Allmerica Investment 440 Lincoln Street Investment advisory
Management Company, Inc. Worcester, MA 01653 services

Allmerica Investments, Inc. 440 Lincoln Street Securities, retail broker-
Worcester, MA 01653 dealer

Allmerica Investment Trust 440 Lincoln Street Investment Company
Worcester, MA 01653

Allmerica Property and 440 Lincoln Street Investment Company
Casualty Companies, Inc. Worcester, MA 01653

Allmerica Securities Trust 440 Lincoln Street Investment Company
Worcester, MA 01653

Allmerica Services, Inc. 440 Lincoln Street Service Company
Worcester, MA 01653

Allmerica Trust Company, 440 Lincoln Street Limited purpose national
N.A. Worcester, MA 01653 trust company

AMGRO, Inc. 472 Lincoln Street Premium financing
Worcester, MA 01653

APC Funding Corp. 440 Lincoln Street Special purpose funding
Worcester, MA 01653 vehicle for commerical
paper

Beltsville Drive Properties 440 Lincoln Street Real estate partnership
Limited Partnership Worcester, MA 01653
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
Citizens Corporation 440 Lincoln Street Holding Company
Worcester, MA 01653

Citizens Insurance Company 645 West Grand River Multi-line fire & casualty
Howell, MI 48843 insurance

Citizens Insurance Company of 3950 Priority Way Multi-line fire & casualty
the Midwest South Drive, Suite 200 insurance
Indianapolis, IN 46280

Citizens Insurance Company of 8101 N. High Street Multi-line fire & casualty
Ohio P.O. Box 342250 insurance
Columbus, OH 43234

Citizens Management, Inc. 645 West Grand River Services Management
Howell, MI 48843 Company

Greendale Special Placements 440 Lincoln Street Massachusetts Grantor
Fund Worcester, MA 01653 Trust

The Hanover American Insurance 100 North Parkway Multi-line fire & casualty
Company Worcester, MA 01653 insurance

The Hanover Insurance 100 North Parkway Multi-line fire & casualty
Company Worcester, MA 01605 insurance

Hanover Texas Insurance 801 East Campbell Road Incorporated Branch Office of
Management Company, Inc. Richardson, TX 75081 The Hanover Insurance Company
Attorney-in-fact for Hanover
Lloyd's Insurance Company

Hanover Lloyd's Insurance 801 East Campbell Road Multi-line fire & casualty
Company Richardson, TX 75081 insurance

Hollywood Center, Inc. 440 Lincoln Street General business corporation
Worcester, MA 01653

Linder Skokie Real Estate 440 Lincoln Street General business corporation
Corporation Worcester, MA 01653

Lloyds Credit Corporation 440 Lincoln Street Premium financing service
Worcester, MA 01653 franchises

Logan Wells Water Company 603 Heron Drive Water Company, servicing
Inc. Bridgeport, NJ 08014 land development investment

Massachusetts Bay Insurance 100 North Parkway Multi-line fire and casualty
Company Worcester, MA 01653

SMA Financial Corp. 440 Lincoln Street Holding Company
Worcester, MA 01653

Allmerica Financial Life 440 Lincoln Street Life insurance, accident and
Insurance and Annuity Worcester, MA 01653 health insurance, annuities,
Company variable annuities and variable
life insurance

Somerset Square, Inc. 440 Lincoln Street General Business Corporation
Worcester, MA 01653

Sterling Risk Management 100 North Parkway Risk Management
Services, Inc. Worcester, MA 01605 services
</TABLE>

<PAGE>

Item 27. NUMBER OF CONTRACTOWNERS.

As of December 31, 1995, the Separate Account had 749 Policyowners.

Item 28. INDEMNIFICATION.

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

Item 29. PRINCIPAL UNDERWRITERS.

(a) Allmerica Investments, Inc. also acts as principal underwriter for the
following:
- VEL Account, VEL II Account, Inheiritage Account, Separate Accounts
VA-A, VA-B, VA-C, VA-G, VA-H, VA-K, Allmerica Select Separate Account II,
Group VEL Account, and Allmerica Select Separate Account of Allmerica
Financial Life Insurance and Annuity Company

- Inheiritage Account, VEL II Account, Separate Account I, Separate
Account VA-K and Allmerica Select Separate Account of First
Allmerica.
- Allmerica Investment Trust

(b) The Principal Business Address of each of the following Directors and
Officers of Allmerica Investments, Inc. is:
440 Lincoln Street
Worcester, Massachusetts 01653

NAME POSITION OR OFFICE WITH UNDERWRITER
---- -----------------------------------

Emil J. Aberizk Vice President

Abigail M. Armstrong Secretary and Counsel

Edward T. Berger Vice President and Chief Compliance Officer

Philip J. Coffey Vice President

Thomas P. Cunningham Vice President, Chief Financial Officer and
Controller

John F. Kelly Director

William F. Monroe, Jr. Vice President

David J. Mueller Vice President

John F. O'Brien Director

Stephen Parker President, Director and Chief Executive Officer

Edward J. Parry, III Treasurer

<PAGE>

Richard M. Reilly Director

Eric A. Simonsen Director

Mark Steinberg Senior Vice President

Item 30. LOCATION OF ACCOUNTS AND RECORDS.

Each account, book or other document required to be maintained by Section
31(a) of the Investment Company Act of 1940 and Rules 31a-1 to 31a-3
thereunder are maintained by the Company at 440 Lincoln Street, Worcester,
Massachusetts or on behalf of the Company by First Data Investor Services
Group, Inc., 4400 Computer Drive, Westborough, Massachusetts.

Item 31. MANAGEMENT SERVICES.

Effective March 31, 1995, the Company provides daily unit value calculations
and related services for the Company's separate accounts.

Item 32. UNDERTAKINGS.

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

(b) The Registrant hereby undertakes to include in the prospectus a postcard
that the applicant can remove to send for a Statement of Additional
Information.

(c) The Registrant hereby undertakes to deliver a Statement of Additional
Information promptly upon written or oral request, according to the
requirements of Form N-4.

(d) Insofar as indemnification for liability arising under the 1933 Act may
be permitted to Directors, Officers and Controlling Persons of Registrant
under any registration statement, underwriting agreement or otherwise,
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a Director, Officer or
Controlling Person of Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, Officer or Controlling
Person in connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of
such issue.

Item 33. REPRESENTATIONS CONCERNING WITHDRAWAL RESTRICTIONS ON SECTION
403(B) PLANS AND UNDER THE TEXAS OPTIONAL RETIREMENT PROGRAM.

Registrant, a separate account of Allmerica Financial Life Insurance and
Annuity Company ("Company"), states that it is (a) relying on Rule 6c-7 under
the 1940 Act with respect to withdrawal restrictions under the Texas Optional
Retirement Program ("Program") and (b) relying on the "no-action" letter
(Ref. No. IP-6-88) issued on November 28, 1988 to the American Council of
Life Insurance, in applying the withdrawal restrictions of Internal Revenue
Code Section 403(b)(11). Registrant has taken the following steps in reliance
on the letter:

1. Appropriate disclosures regarding the redemption/withdrawal restrictions
imposed by the Program and by Section 403(b)(11) have been included in the
prospectus of each registration statement used in connection with the offer
of the Company's variable contracts.

2. Appropriate disclosures regarding the redemption/withdrawal restrictions
imposed by the Program and by Section 403(b)(11) have been included in sales
literature used in connection with the offer of the Company's variable
contracts.

3. Sales Representatives who solicit participants to purchase the variable
contracts have been instructed to specifically bring the
redemption/withdrawal restrictions imposed by the Program and by Section
403(b)(11) to the attention of potential participants.

4. A signed statement acknowledging the participant's understanding of (i) the
restrictions on redemption/withdrawal imposed by the Program and by Section
403(b)(11) and (ii) the investment alternatives available under the
employer's arrangement

<PAGE>

will be obtained from each participant who purchases a variable annuity
contract prior to or at the time of purchase.

Registrant hereby represents that it will not act to deny or limit a transfer
request except to the extent that a Service-Ruling or written opinion of
counsel, specifically addressing the fact pattern involved and taking into
account the terms of the applicable employer plan, determines that denial or
limitation is necessary for the variable annuity contracts to meet the
requirements of the Program or of Section 403(b). Any transfer request not
so denied or limited will be effected as expeditiously as possible.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Worcester, and Commonwealth of Massachusetts
on the 26th day of June, 1996.

ALLMERICA FINANCIAL LIFE
INSURANCE AND ANNUITY COMPANY
SEPARATE ACCOUNT VA-P

ATTEST: /s/ Joseph W. MacDougall, Jr.
--------------------------------
Joseph W. MacDougall, Jr.
Vice President, Associate General
Counsel and Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

/s/ John F. O'Brien /s/ John F. Kelly
- ------------------------------------ -----------------------------------
John F. O'Brien John F. Kelly
Director, Chairman of the Board, Director, Senior Vice President,
President and Chief Executive Assistant Secretary and General Counsel
Officer

/s/ Richard M. Reilly /s/ James R. McAuliffe
- ------------------------------------ -----------------------------------
Richard M. Reilly James R. McAuliffe
Director and Vice President Director

/s/ Eric A. Simonsen /s/ Larry C. Renfro
- ------------------------------------ -----------------------------------
Eric A. Simonsen Larry C. Renfro
Director, Vice President and Chief Director and Vice President
Financial Officer

/s/ Bruce C. Anderson /s/ Theodore J. Rupley
- ------------------------------------ -----------------------------------
Bruce C. Anderson Theodore J. Rupley
Director and Vice President Director

/s/ Mark R. Colborn /s/ Phillip E. Soule
- ------------------------------------ -----------------------------------
Mark R. Colborn Phillip E. Soule
Vice President and Controller Director and Vice President

/s/ Kruno Huitzingh /s/ Diane E. Wood
- ------------------------------------ -----------------------------------
Kruno Huitzingh Diane E. Wood
Director, Vice President and Chief Director, Vice President and Chief
Information Officer Investment Officer

<PAGE>

EXHIBIT TABLE

Exhibit 9 - Consent and Opinion of Counsel

Exhibit 10 - Consent and Opinion of Independent Accountants

Exhibit 27 - Financial Data Schedules

<PAGE>

EXHIBIT 9

ALLMERICA FINANCIAL LIFE INSURANCE AND ANNUITY COMPANY

Allmerica Financial Life July 3, 1996
Insurance and Annuity Company
440 Lincoln Street
Worcester MA 01653

Gentlemen:

In my capacity as Counsel of Allmerica Financial Life Insurance and Annuity
Company (the "Company"), I have participated in the preparation of the
Post-Effective Amendment to the Registration Statement for Separate Account
VA-P on Form N-4 under the Securities Act of 1933 and the Investment Company
Act of 1940, with respect to the Company's qualified and non-qualified
variable annuity contracts.

I am of the following opinion:

1. Separate Account VA-P is a separate account of the Company validly
existing pursuant to the Delaware Insurance Code and the regulations
issued thereunder.

2. The assets held in Separate Account VA-P are not chargeable with
liabilities arising out of any other business the Company may conduct.

3. The individual qualified and non-qualified variable annuity contracts,
when issued in accordance with the Prospectus contained in the
Registration Statement and upon compliance with applicable local law,
will be legal and binding obligations of the Company in accordance with
their terms and when sold will be legally issued, fully paid and
non-assessable.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgment are necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendment to the Registration Statement for Separate Account
VA-P on Form N-4 under the Securities Act of 1933.

Very truly yours,

/s/ Sheila B. St. Hilaire
Sheila B. St. Hilaire
Counsel

<PAGE>

EXHIBIT 10

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 5 to the Registration
Statement on Form N-4 of our report dated February 5, 1996, relating to the
financial statements of Allmerica Financial Life Insurance and Annuity
Company and our report dated February 23, 1996, relating to the financial
statements of Separate Account VA-P - Pioneer Vision of Allmerica Financial
Life Insurance and Annuity Company, both of which appear in such Statement of
Additional Information. We also consent to the reference to us under the
heading "Experts" in such Statement of Additional Information.

/s/ PRICE WATERHOUSE LLP

Price Waterhouse LLP
Boston, Massachusetts

July 3, 1996

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<PAGE>
<ARTICLE> 6
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<NUMBER> 008
<NAME> SMAP258

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