LPLA SEPARATE ACCOUNT ONE
497, 1997-06-24
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            INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
                           WITH FLEXIBLE CONTRIBUTIONS
                                    ISSUED BY
                            LPLA SEPARATE ACCOUNT ONE
                                       AND
                      LONDON PACIFIC LIFE & ANNUITY COMPANY
     
The  Individual  Fixed and Variable  Deferred  Annuity  Contracts  with Flexible
Contributions  (the  "Contracts")  described  in  this  Prospectus  provide  for
accumulation  of Contract  Values on a fixed and  variable  basis and payment of
annuity  payments on a fixed and variable basis.  The Contracts are designed for
use by individuals in retirement  plans on a Qualified or  Non-Qualified  basis.
(See "Definitions.")

Contributions  for the  Contracts  will be allocated to a segregated  investment
account of London Pacific Life & Annuity Company (the  "Company")  which account
has been designated LPLA Separate Account One (the "Separate Account") or to the
Company's Fixed Account. Under certain circumstances, however, Contributions may
initially be allocated to the Salomon Money Market  Sub-Account  of the Separate
Account.  (See  "Highlights.")  The  Separate  Account  invests in shares of LPT
Variable  Insurance Series Trust.  (See "LPT Variable  Insurance Series Trust.")
LPT  Variable  Insurance  Series  Trust is a series  fund with eight  Portfolios
currently  available:  Harris  Associates  Value  Portfolio;  MFS  Total  Return
Portfolio;  Salomon U.S.  Quality Bond  Portfolio;  Strong  International  Stock
Portfolio; Salomon Money Market Portfolio; Robertson Stephens Diversified Growth
Portfolio;  Lexington Corporate Leaders Portfolio;  and Strong Growth Portfolio.
Prior to May 1, 1997, the Harris Associates Value Portfolio was known as the MAS
Value  Portfolio and the Robertson  Stephens  Diversified  Growth  Portfolio was
known as the Berkeley Smaller Companies Portfolio.

THE CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS  OF, OR GUARANTEED OR ENDORSED BY,
ANY FINANCIAL INSTITUTION,  AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE  CORPORATION,   THE  FEDERAL  RESERVE  BOARD,  OR  ANY  OTHER  AGENCY.
INVESTMENT  IN THE  CONTRACTS IS SUBJECT TO RISK THAT MAY CAUSE THE VALUE OF THE
OWNER'S  INVESTMENT TO FLUCTUATE,  AND WHEN THE CONTRACTS ARE  SURRENDERED,  THE
VALUE MAY BE HIGHER OR LOWER THAN THE CONTRIBUTIONS.

This  Prospectus  concisely  sets forth the  information a prospective  investor
should know before  investing.  Additional  information  about the  Contracts is
contained in the  Statement of Additional  Information  which is available at no
charge.  The  Statement  of  Additional  Information  has  been  filed  with the
Securities and Exchange Commission and is incorporated herein by reference.  The
Table of Contents of the  Statement of  Additional  Information  can be found on
Page 22 of this Prospectus.  For the Statement of Additional  Information,  call
(800) 852-3152 or write to the Company's  Annuity  Service Center at the address
listed on the back page of this Prospectus.

INQUIRIES:

Any  inquiries  can be made by  telephone  or in writing to the Annuity  Service
Center listed on the back page of this Prospectus.

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

This  Prospectus  and the Statement of Additional  Information  are dated May 1,
1997.

This Prospectus should be kept for future reference.

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
<S>                                                                                                            <C>
                                                                                                               PAGE
                                                                                                               ----

               DEFINITIONS .....................................................................................  1

               HIGHLIGHTS ......................................................................................  3

               FEE TABLE........................................................................................  5

               CONDENSED FINANCIAL INFORMATION..................................................................  7

               THE COMPANY......................................................................................  8

               THE SEPARATE ACCOUNT.............................................................................  8

               LPT VARIABLE INSURANCE SERIES TRUST..............................................................  8
                    Harris Associates Value Portfolio ..........................................................  8
                    MFS Total Return Portfolio..................................................................  8
                    Salomon U.S. Quality Bond Portfolio.........................................................  9
                    Strong International Stock Portfolio .......................................................  9
                    Salomon Money Market Portfolio..............................................................  9
                    Robertson Stephens Diversified Growth Portfolio.............................................  9
                    Lexington Corporate Leaders Portfolio.......................................................  9
                    Strong Growth Portfolio.....................................................................  9
                    Voting Rights...............................................................................  9
                    Substitution of Securities.................................................................. 10

               CHARGES AND DEDUCTIONS........................................................................... 10
                    Deduction for Mortality and Expense Risk Charge............................................. 10
                    Deduction for Administrative Charge ........................................................ 10
                    Deduction for Distribution Charge........................................................... 10
                    Deduction for Contract Maintenance Charge................................................... 10
                    Deduction for Transfer Fee.................................................................. 11
                    Deduction for Premium and Other Taxes....................................................... 11
                    Deduction for Expenses of the Trust......................................................... 11

               THE CONTRACTS.................................................................................... 11
                    Owner....................................................................................... 11
                    Joint Owners ............................................................................... 11
                    Annuitant................................................................................... 11
                    Assignment ................................................................................. 11

               CONTRIBUTIONS AND CONTRACT VALUE................................................................. 12
                    Contributions .............................................................................. 12
                    Allocation of Contributions................................................................. 12
                    Dollar Cost Averaging Program .............................................................. 12
                    Rebalancing Program......................................................................... 12
                    Contract Value.............................................................................. 12
                    Accumulation Units.......................................................................... 13
                    Accumulation Unit Value..................................................................... 13

               TRANSFERS........................................................................................ 13
                    Transfers During the Accumulation Period.................................................... 13
                    Transfers During the Annuity Period......................................................... 14
        
               WITHDRAWALS...................................................................................... 14
                    Systematic Withdrawal Option................................................................ 15
                    Suspension or Deferral of Payments.......................................................... 15

               PROCEEDS PAYABLE ON DEATH........................................................................ 15
                    Death of Owner During the Accumulation Period............................................... 15
                    Death Benefit Amount During the Accumulation Period       .................................. 16
                    Death Benefit Options During the Accumulation Period      .................................. 16
                    Death of Owner During the Annuity Period.................................................... 16
                    Death of Annuitant.......................................................................... 16
                    Payment of Death Benefit.................................................................... 16
                    Beneficiary................................................................................. 17
                    Change of Beneficiary....................................................................... 17

               ANNUITY PROVISIONS............................................................................... 17
                    General..................................................................................... 17
                    Annuity Date................................................................................ 17
                    Selection or Change of an Annuity Option.................................................... 17
                    Frequency and Amount of Annuity Payments ................................................... 17
                    Annuity .................................................................................... 17
                    Fixed Annuity .............................................................................. 17
                    Variable Annuity ........................................................................... 17
                    Annuity Options............................................................................. 18
                    OPTION A. LIFE ANNUITY...................................................................... 18
                    OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN OF 120 MONTHS.................................... 18
                    OPTION C. JOINT AND SURVIVOR ANNUITY........................................................ 18
                    OPTION D.  PERIOD CERTAIN................................................................... 18

               DISTRIBUTOR...................................................................................... 18

               PERFORMANCE INFORMATION.......................................................................... 18
                    Salomon Money Market Sub-Account............................................................ 18
                    Other Sub-Accounts.......................................................................... 18

               TAX STATUS ...................................................................................... 19
                    General..................................................................................... 20
                    Diversification............................................................................. 20
                    Contracts Owned by Other than Natural Persons............................................... 21
                    Multiple Contracts.......................................................................... 21
                    Tax Treatment of Assignments................................................................ 21
                    Income Tax Withholding...................................................................... 21
                    Tax Treatment of Withdrawals - Non-Qualified Contracts...................................... 21
                    Qualified Plans............................................................................. 21
                    Tax Treatment of Withdrawals - Qualified Contracts.......................................... 22

               FINANCIAL STATEMENTS............................................................................  22

               LEGAL PROCEEDINGS................................................................................ 22

               TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................... 22

               APPENDIX ........................................................................................A-1
</TABLE>

                                   DEFINITIONS

ACCUMULATION  PERIOD:  The  period  prior  to  the  Annuity  Date  during  which
Contributions may be made.

ACCUMULATION  UNIT: A unit of measure used to determine the value of the Owner's
interest  in a  Sub-Account  of the  Separate  Account  during the  Accumulation
Period.

ADJUSTED CONTRACT VALUE: The Contract Value less any applicable  Premium Tax and
Contract  Maintenance  Charge,  if any. This amount is applied to the applicable
Annuity Tables to determine Annuity Payments.

AGE: The age of any Owner or Annuitant on his/her last birthday.

ANNUITANT:  The natural person on whose life Annuity  Payments are based.  On or
after the Annuity Date, the Annuitant shall also include any Joint Annuitant.

ANNUITY DATE: The date on which Annuity Payments begin.

ANNUITY OPTIONS: Options available for Annuity Payments.

ANNUITY  PAYMENTS:  The series of payments  made to the Owner or any named payee
after the Annuity Date under the Annuity Option selected.

ANNUITY PERIOD:  The period of time beginning with the Annuity Date during which
Annuity Payments are made.

ANNUITY SERVICE CENTER: The office indicated on the back page of this Prospectus
to which notices,  requests and Contributions  must be sent. All sums payable to
the Company under the Contract are payable only at the Annuity Service Center.

ANNUITY  UNIT:  A unit of measure used to calculate  Variable  Annuity  Payments
during the Annuity Period.

BENEFICIARY:  The  person(s) or  entity(ies)  who will receive the death benefit
payable under the Contract.

COMPANY: London Pacific Life & Annuity Company.

CONTRACT ANNIVERSARY: An anniversary of the Issue Date.

CONTRACT  VALUE:  The dollar  value as of any  Valuation  Period of all  amounts
accumulated in the Contract.

CONTRACT  WITHDRAWAL VALUE: The Contract Value less any applicable  Premium Tax,
less any applicable Contract Maintenance Charge.

CONTRACT  YEAR: The first Contract Year is the annual period which begins on the
Issue Date.  Subsequent  Contract  Years begin on each  anniversary of the Issue
Date.

CONTRIBUTION:  A payment  made by or on behalf of an Owner  with  respect to the
Contract.

EFFECTIVE DATE: The date the Company  declares a Guaranteed  Interest Rate for a
specified Guarantee Period.

ELIGIBLE  FUND: An investment  entity into which assets of the Separate  Account
will be invested.

FIXED ACCOUNT: An investment option within the General Account where the Company
guarantees the rate(s) of interest for a specified Guarantee Period.

FIXED  ANNUITY:  A series of payments  made during the Annuity  Period which are
guaranteed as to dollar amount by the Company.

GENERAL ACCOUNT: The Company's general investment account which contains all the
assets of the  Company  with the  exception  of the  Separate  Account and other
segregated asset accounts.

GUARANTEE PERIOD: A one year period, commencing on the Issue Date, for which the
Guaranteed Interest Rate is credited. Upon each Contract Anniversary,  a new one
year Guarantee Period commences.

GUARANTEED  INTEREST  RATE:  The interest rate credited to the Contract Value by
the Company for any given Guarantee Period.

ISSUE DATE: The date on which the Contract became effective.

NON-QUALIFIED CONTRACTS: Contracts issued under non-qualified plans which do not
receive  favorable tax treatment under Section 408 of the Internal  Revenue Code
of 1986, as amended (the "Code").

OWNER:  The person or entity  entitled  to the  ownership  rights  stated in the
Contract.

PORTFOLIO:  A segment of an  Eligible  Fund  which  constitutes  a separate  and
distinct class of shares.

PREMIUM TAX: Any premium taxes paid to any governmental  entity assessed against
Contributions or Contract Value.

QUALIFIED  CONTRACTS:  Contracts  issued  under  qualified  plans which  receive
favorable tax treatment under Section 408 of the Code.

SEPARATE  ACCOUNT:  The Company's  separate account  designated as LPLA Separate
Account One.

SUB-ACCOUNT:  Separate Account assets are divided into  Sub-Accounts.  Assets of
each  Sub-Account  will be invested in shares of an Eligible Fund or a Portfolio
of an Eligible Fund.

VALUATION  DATE:  Each day on which the Company and the New York Stock  Exchange
("NYSE") are open for business.

VALUATION  PERIOD:  The period of time beginning at the close of business of the
NYSE on each  Valuation  Date and ending at the close of  business  for the next
succeeding Valuation Date.

VARIABLE  ANNUITY:  An annuity with  payments  which vary as to dollar amount in
relation to the investment performance of specified Sub-Accounts of the Separate
Account.

WRITTEN REQUEST:  A request in writing,  in a form  satisfactory to the Company,
which is received by the Annuity Service Center.


                                   HIGHLIGHTS


Contributions  for the  Contracts  will be allocated to a segregated  investment
account of London Pacific Life & Annuity Company (the  "Company")  which account
has been designated LPLA Separate Account One (the "Separate Account") or to the
Company's Fixed Account. Under certain circumstances, however, Contributions may
initially be allocated to the Salomon Money Market  Sub-Account  of the Separate
Account (see  below).  The  Separate  Account  invests in shares of LPT Variable
Insurance  Series  Trust.  Owners  bear  the  investment  risk  for all  amounts
allocated to the Separate Account.

The  Contract  may be returned  to the  Company  for any reason  within ten (10)
calendar  days,  or for a longer period in states where  required,  (thirty (30)
calendar days if purchased by  individuals in California who are 60 years of age
or older on the Issue Date,  or twenty (20) calendar days of the date of receipt
with respect to the  circumstances  described in (c) below) after its receipt by
the Owner  ("Right to Examine  Contract").  It may be returned to the Company at
its Annuity  Service  Center (or the agent  through whom it was purchased in the
State of  Washington).  When the  Contract  is  received  by the  Company at its
Annuity Service Center, it will be voided as if it had never been in force. Upon
its return,  the Company  will refund the  Contract  Value next  computed  after
receipt of the Contract by the Company at its Annuity  Service  Center except in
the following circumstances:  (a) where the Contract is purchased pursuant to an
Individual  Retirement Annuity; (b) in those states which require the Company to
refund  Contributions,  less withdrawals;  or (c) in the case of Contracts which
are deemed by certain  states to be replacing  an existing  annuity or insurance
contract  and  which   require  the  Company  to  refund   Contributions,   less
withdrawals.  With  respect to the  circumstances  described in (a), (b) and (c)
above,  the  Company  will  refund  the  greater  of  Contributions,   less  any
withdrawals,   or  the  Contract  Value  (in  Idaho,  the  Company  will  refund
Contributions, less withdrawals), and will allocate initial Contributions to the
Salomon Money Market Sub-Account (except for any Contribution to be allocated to
the Fixed Account as elected by the Owner) until the  expiration of the Right to
Examine  Contract period plus five (5) days. Upon the expiration of the Right to
Examine Contract period plus five (5) days, the Sub-Account value of the Salomon
Money Market Sub-Account will be allocated to the Separate Account in accordance
with the election made by the Owner at the time the Contract is issued.

Each Valuation  Period,  the Company deducts a Mortality and Expense Risk Charge
from the Separate  Account which is equal,  on an annual basis,  to 1.25% of the
average daily net asset value of each Sub-Account of the Separate Account.  This
charge  compensates  the Company for assuming the  mortality  and expense  risks
under the Contracts.  (See "Charges and Deductions - Deduction for Mortality and
Expense Risk Charge.")

Each  Valuation  Period,  the  Company  deducts a  Distribution  Charge from the
Separate  Account  which is equal,  on an annual  basis,  to .10% of the average
daily net asset value of each Sub-Account of the Separate  Account.  This charge
compensates the Company for the costs  associated  with the  distribution of the
Contracts. (See "Charges and Deductions - Deduction for Distribution Charge.")

Each Valuation  Period,  the Company deducts an  Administrative  Charge from the
Separate  Account  which is equal,  on an annual  basis,  to .15% of the average
daily net asset value of each Sub-Account of the Separate  Account.  This charge
compensates  the Company for costs  associated  with the  administration  of the
Contracts and the Separate Account. (See "Charges and Deductions - Deduction for
Administrative Charge.")

On each Contract Anniversary,  the Company deducts a Contract Maintenance Charge
of $36 ($30 in North Dakota) from the Contract Value by subtracting  values from
the Fixed Account and/or by cancelling  Accumulation  Units from each applicable
Sub-Account.  However,  during the Accumulation Period, if the Contract Value is
at least  $50,000 on the  Contract  Anniversary,  then no  Contract  Maintenance
Charge is  deducted.  If a total  withdrawal  is made on other  than a  Contract
Anniversary  and the Contract  Value for the  Valuation  Period during which the
total  withdrawal  is made is less than $50,000,  the full Contract  Maintenance
Charge will be deducted at the time of the total withdrawal.  During the Annuity
Period,  the Contract  Maintenance Charge will be deducted pro-rata from Annuity
Payments  regardless  of Contract  size and will  result in a reduction  of each
Annuity  Payment.   (See  "Charges  and  Deductions  -  Deduction  for  Contract
Maintenance Charge.")

Under  certain  circumstances,  a  Transfer  Fee may be  assessed  when an Owner
transfers Contract Values between  Sub-Accounts or to or from the Fixed Account.
(See "Charges and Deductions - Deduction for Transfer Fee.")

The Company will not deduct Premium Taxes from an Owner's  Contributions  before
allocating the  Contributions  to the Fixed Account and/or  Sub-Accounts  of the
Separate  Account unless required to pay such taxes under  applicable state law.
The Company's  current practice is to pay the Premium Tax due and deduct the tax
upon full or partial  withdrawals,  payment of a death benefit or purchase of an
annuity under the Contract.  The Company  reserves the right to discontinue  the
deferral of this tax. (See  "Charges and  Deductions - Deduction for Premium and
Other Taxes.")

There is a ten percent (10%)  federal  income tax penalty that may be applied to
the income portion of any distribution from the Contracts.  However, the penalty
is not imposed under certain  circumstances.  See "Tax Status - Tax Treatment of
Withdrawals  -  Non-Qualified  Contracts"  and "Tax  Treatment of  Withdrawals -
Qualified Contracts." For a further discussion of the taxation of the Contracts,
see "Tax Status."

See "Tax Status -  Diversification"  for a  discussion  of owner  control of the
underlying investments in a variable annuity contract.

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



<TABLE>
<CAPTION>
                            LPLA SEPARATE ACCOUNT ONE
                                    FEE TABLE
<S>                                                                 <C>
     CONTRACT OWNER TRANSACTION EXPENSES

     Sales Charge                                                    None

     Transfer Fee                                                    No charge for first 12 transfers in
     (see Note 2 on Page 6)                                          a Contract Year; thereafter the
                                                                     fee is the lesser of $20 or 2% of
                                                                     the amount transferred.

     Contract Maintenance Charge                                     $36 per Contract per Contract Year.
     (see Note 3 on Page 6)

     SEPARATE ACCOUNT ANNUAL EXPENSES                                Mortality and Expense Risk Charge.................. 1.25%
     (as a percentage of average account value)                      Administrative Charge..............................  .15%
                                                                     Distribution Charge................................  .10%
                                                                                                                         -----
                                                                     Total Separate Account Annual Expenses............. 1.50%
</TABLE>

<TABLE>
<CAPTION>
     LPT VARIABLE INSURANCE SERIES TRUST'S ANNUAL EXPENSES
     (as a percentage of the average daily net assets of a Portfolio)
<S>                                                            <C>                    <C>                     <C>
                                                                                      Other Expenses
                                                               Management             (after expense          Total Annual
                                                                  Fees*               reimbursement)**         Expenses**
                                                               ----------             ----------------        ------------
      Harris Associates Value Portfolio (1)                       1.00%                    .29%                   1.29%
      MFS Total Return Portfolio                                   .75%                    .54%                   1.29%
      Salomon U.S. Quality Bond Portfolio                          .55%                    .44%                    .99%
      Strong International Stock Portfolio                         .75%                    .74%                   1.49%
      Salomon Money Market Portfolio                               .45%                    .44%                    .89%
      Robertson Stephens Diversified Growth Portfolio (2)          .95%                    .44%                   1.39%
      Lexington Corporate Leaders Portfolio                        .65%                    .64%                   1.29%
      Strong Growth Portfolio                                      .75%                    .54%                   1.29%
<FN>
(1)  Prior to May 1, 1997, the Management Fee was .875% of the average daily net
     assets of the  Portfolio.

(2)  Prior to May 1, 1997, the Management Fee was 1.00% of the average daily net
     assets of the Portfolio.

*    LPIMC Insurance Marketing Services,  the investment adviser of LPT Variable
     Insurance Series Trust,  waived its entire  management fee from January 31,
     1996 to July 31,  1996  with  respect  to the  Salomon  U.S.  Quality  Bond
     Portfolio,  Salomon Money Market Portfolio,  MFS Total Return Portfolio and
     Robertson  Stephens  Diversified  Growth  Portfolio  (formerly the Berkeley
     Smaller Companies Portfolio); waived its entire management fee from January
     31, 1996 to April 30, 1996 and waived .25% of its  management  fee from May
     1, 1996 to July 31,  1996  with  respect  to the  Harris  Associates  Value
     Portfolio  (formerly  the MAS  Value  Portfolio);  and  waived  .25% of its
     management  fee from  January 31, 1996 to July 31, 1996 with respect to the
     Strong Growth Portfolio and the Lexington Corporate Leaders Portfolio.

**   The Company has voluntarily  agreed through  December 31, 1997 to reimburse
     each Portfolio for certain expenses  (excluding  brokerage  commissions) in
     excess of  approximately  the amounts set forth above under  "Total  Annual
     Expenses"   for  each   Portfolio.   Absent  this   expense   reimbursement
     arrangement,  for the year ending  December  31,  1996,  the "Total  Annual
     Expenses" (on an annualized  basis) were:  7.55% for the Harris  Associates
     Value Portfolio;  7.84% for the MFS Total Return  Portfolio;  5.79% for the
     Salomon U.S.  Quality Bond  Portfolio;  6.67% for the Salomon  Money Market
     Portfolio;  7.74% for the Strong  International Stock Portfolio;  7.09% for
     the Strong Growth Portfolio;  7.02% for the Robertson Stephens  Diversified
     Growth Portfolio;  and 6.86% for the Lexington Corporate Leaders Portfolio.
     The examples following are calculated based upon such expense reimbursement
     arrangements.
</TABLE>

                           EXAMPLES (SEE NOTE 6 BELOW)

An Owner would pay the following expenses on a $1,000 investment,  assuming a 5%
annual return on assets regardless of whether the Contract is surrendered at the
end of each period or if the Contract is annuitized.

<TABLE>
<CAPTION>
                                                                                            TIME PERIODS
                                                                <C>                 <C>                <C>             <C>
                                                                 1 YEAR              3 YEARS           5 YEARS         10 YEARS
                                                                -------             --------           -------         --------

      Harris Associates Value Portfolio                         $  30.04            $  94.47           $165.22          $374.10

      MFS Total Return Portfolio                                $  30.04            $  94.47           $165.22          $374.10

      Salomon U.S. Quality Bond Portfolio                       $  26.96            $  84.78           $148.23          $335.42

      Strong International Stock Portfolio                      $  32.09            $ 100.94           $176.55          $399.88

      Salomon Money Market Portfolio                            $  25.94            $  81.55           $142.56          $322.53

      Robertson Stephens Diversified Growth Portfolio           $  31.06            $  97.70           $170.88          $386.99

      Lexington Corporate Leaders Portfolio                     $  30.04            $  94.47           $165.22          $374.10

      Strong Growth Portfolio                                   $  30.04            $  94.47           $165.22          $374.10
<FN>
NOTES TO FEE TABLE AND EXAMPLES

1.   The  purpose  of the Fee Table is to assist  Owners  in  understanding  the
     various costs and expenses that an Owner will incur directly or indirectly.
     For additional information, see "Charges and Deductions" in this Prospectus
     and the  Prospectuses  for the Portfolios of LPT Variable  Insurance Series
     Trust.

2.   Transfers made at the end of the Right to Examine  Contract  period and any
     transfers  made pursuant to an approved  Dollar Cost  Averaging  Program or
     Rebalancing  Program will not be counted in determining  the application of
     the Transfer Fee.

3.   During the  Accumulation  Period,  if the  Contract  Value on the  Contract
     Anniversary is at least  $50,000,  then no Contract  Maintenance  Charge is
     deducted.  If  a  total  withdrawal  is  made  on  other  than  a  Contract
     Anniversary  and the Contract  Value for the Valuation  Period during which
     the  total  withdrawal  is made is less  than  $50,000,  the full  Contract
     Maintenance  Charge will be  deducted at the time of the total  withdrawal.
     During the Annuity Period, the full charge will be deducted  regardless of
     Contract  size.  In the State of North  Dakota,  the  Contract  Maintenance
     Charge is $30.

4.   Premium Taxes are not reflected. Premium Taxes may apply. (See "Charges and
     Deductions - Deduction for Premium and Other Taxes.")

5.   The Examples  assume  an  estimated  $25,000  Contract  Value  so that the
     Contract  Maintenance  Charge per $1,000 of net asset value in the Separate
     Account is $1.44.  Such charge would be higher for smaller  Contract Values
     and lower for higher Contract Values.

6.   THE EXAMPLES  SHOULD NOT BE CONSIDERED A  REPRESENTATION  OR PAST OR FUTURE
     EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
</TABLE>


                         CONDENSED FINANCIAL INFORMATION

The financial statements of the Company and the Separate Account may be found in
the  Statement  of  Additional  Information.  The  table  below  gives  per unit
information  about the financial  history of each Sub-Account from the inception
of each (January 31, 1996) to December 31, 1996. This information should be read
in conjunction  with the financial  statements and related notes of the Separate
Account included in the Statement of Additional Information.

<TABLE>
<CAPTION>
<S>                                                                                         <C>
                                                                                            PERIOD FROM COMMENCEMENT OF
               SUB-ACCOUNT                                                                     OPERATIONS TO 12-31-96
               -----------                                                                  ---------------------------
               Harris Associates Value*

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $12.12
                    No. of units outstanding at end of period                                          50,583

               MFS Total Return

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $11.03
                    No. of units outstanding at end of period                                          82,279

               Salomon U.S. Quality Bond

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $10.15
                    No. of units outstanding at end of period                                          78,700

               Salomon Money Market

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $10.36
                    No. of units outstanding at end of period                                          27,763

               Strong International Stock

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $10.58
                    No. of units outstanding at end of period                                          40,840

               Strong Growth

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $12.62
                    No. of units outstanding at end of period                                          44,555

               Robertson Stephens Diversified Growth**

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $10.35
                    No. of units outstanding at end of period                                          52,516

               Lexington Corporate Leaders

                    Unit value at beginning of period                                                  $10.00
                    Unit value at end of period                                                        $11.51
                    No. of units outstanding at end of period                                          29,933
<FN>
*    Prior to May 1, 1997, the Harris  Associates Value Sub-Account was known as
     the MAS Value Sub-Account.

**   Prior to May 1, 1997, the Robertson Stephens Diversified Growth Sub-Account
     was known as the Berkeley Smaller Companies Sub-Account.
</TABLE>

                                   THE COMPANY

London Pacific Life & Annuity  Company (the  "Company") was organized in 1927 in
North Carolina as a stock life insurance company.  The Company was acquired from
Liberty Life in 1989 and was formerly named Southern Life Insurance Company.

The Company is authorized  to sell life  insurance and annuities in forty states
and the District of Columbia.  The Company's  ultimate  parent is London Pacific
Group  Limited,  an  international  fund  management  firm  chartered in Jersey,
Channel Islands.

                              THE SEPARATE ACCOUNT

The Board of  Directors  of the  Company  adopted a  resolution  to  establish a
segregated  asset account  pursuant to North Carolina  insurance law on November
21, 1994.  This  segregated  asset  account has been  designated  LPLA  Separate
Account  One (the  "Separate  Account").  The  Company  has caused the  Separate
Account to be registered  with the Securities and Exchange  Commission as a unit
investment  trust pursuant to the  provisions of the  Investment  Company Act of
1940.

The assets of the Separate Account are the property of the Company. However, the
assets  of the  Separate  Account,  equal to the  reserves  and  other  contract
liabilities  with  respect to the  Separate  Account,  are not  chargeable  with
liabilities  arising out of any other business the Company may conduct.  Income,
gains  and  losses,  whether  or not  realized,  are,  in  accordance  with  the
Contracts, credited to or charged against the Separate Account without regard to
other income, gains or losses of the Company. The Company's  obligations arising
under the Contracts are general obligations.

The Separate Account meets the definition of a "separate  account" under federal
securities laws.

The Separate Account is divided into Sub-Accounts.  Each Sub-Account  invests in
one Portfolio of LPT Variable Insurance Series Trust. There is no assurance that
the investment  objectives of any of the Portfolios will be met. Owners bear the
complete investment risk for Contributions allocated to a Sub-Account.  Contract
Values will  fluctuate in  accordance  with the  investment  performance  of the
Sub-Accounts to which  Contributions  are allocated,  and in accordance with the
imposition of the fees and charges  assessed  under the  Contracts.

LPT  VARIABLE INSURANCE SERIES TRUST

LPT Variable Insurance Series Trust (the "Trust") has been established to act as
the  funding  vehicle  for the  Contracts  offered.  LPIMC  Insurance  Marketing
Services  (the  "Adviser"),  a  subsidiary  of  the  Company  and  a  registered
investment  adviser  under  the  Investment  Advisers  Act of  1940,  serves  as
investment  adviser to the Trust. The Adviser manages the investment  strategies
and  policies  of the  Portfolios  and the Trust,  subject to the control of the
Board of Trustees  of the Trust.  The  Adviser  has  entered  into  sub-advisory
agreements  with  professional  managers  for  investment  of the assets of each
Portfolio.  The Sub-Adviser for each Portfolio is listed under each  Portfolio's
investment  objectives below. The Portfolios pay monthly  investment  management
fees to the Adviser, and the Adviser pays the Sub-Advisers for their services to
the  Portfolios.  The  Adviser  retains a  management  fee as  compensation  for
providing  certain  services to the Portfolios at an annual rate of .25% of each
Portfolio's net assets for all Portfolios.  See "Management of the Trust" in the
Prospectuses  for each Portfolio  which accompany this Prospectus for additional
information concerning the Adviser and the Sub-Advisers, including a description
of advisory and sub-advisory fees.

The Trust is an open-end,  series management  investment company.  While a brief
summary of the investment  objectives of the Portfolios is set forth below, more
comprehensive  information,  including a discussion of potential risks, is found
in the current  Prospectuses  for the  Portfolios  which are included  with this
Prospectus.  Additional Prospectuses and the Statement of Additional Information
can be obtained by calling or writing the Company.

PURCHASERS  SHOULD READ THIS PROSPECTUS AND THE  PROSPECTUSES FOR THE PORTFOLIOS
CAREFULLY BEFORE INVESTING.

The Trust is intended to meet differing investment objectives with its currently
available separate Portfolios.

HARRIS  ASSOCIATES VALUE PORTFOLIO  (FORMERLY MAS VALUE  PORTFOLIO).  The Harris
Associates  Value Portfolio seeks  long-term  capital  appreciation by investing
primarily in equity  securities.  Although income is considered in the selection
of  securities,  the  Portfolio  is not  designed for  investors  whose  primary
investment  objective is income. The Portfolio invests principally in securities
of U.S.  issuers.  However,  it may  invest  up to 25% of its  total  assets  in
securities of non-U.S.  issuers.  The  Sub-Adviser  for this Portfolio is Harris
Associates  L.P.  Prior to May 1, 1997,  the Portfolio had different  investment
objectives, policies and restrictions and a different Sub-Adviser.

MFS TOTAL RETURN  PORTFOLIO.  The  Portfolio's  investment  objective is to seek
total return by investing in securities which will provide  above-average income
(compared  to  a  portfolio   entirely   invested  in  equity   securities)  and
opportunities  for growth of capital  and  income,  consistent  with the prudent
employment  of capital.  Under  normal  market  conditions,  at least 25% of the
Portfolio's  assets will be invested in fixed income securities and at least 40%
and no more  than 75% of the  Portfolio's  assets  will be  invested  in  equity
securities.  The  Sub-Adviser  for this  Portfolio  is  Massachusetts  Financial
Services Company.

SALOMON U.S.  QUALITY BOND  PORTFOLIO.  The investment  objective of the Salomon
U.S. Quality Bond Portfolio is to obtain a high level of current income. It is a
diversified  Portfolio that seeks to attain its objective by investing primarily
in debt obligations and  mortgage-backed  securities issued or guaranteed by the
U.S.  Government,  its agencies or  instrumentalities  including  collateralized
mortgage obligations backed by such securities.  The Portfolio may also invest a
portion  of its assets in  investment  grade  bonds.  The  Sub-Adviser  for this
Portfolio is Salomon Brothers Asset Management Inc.

STRONG  INTERNATIONAL  STOCK PORTFOLIO.  The investment  objective of the Strong
International  Stock Portfolio is to seek capital growth.  The Portfolio invests
primarily in the equity securities of issuers located outside the United States.
The  Portfolio  will invest at least 65% of its total  assets in foreign  equity
securities,  including common stocks,  preferred stocks, and securities that are
convertible  into common or preferred  stocks,  such as warrants and convertible
bonds,  that are issued by companies  whose principal  headquarters  are located
outside the United States. Under normal market conditions, the Portfolio expects
to invest at least 90% of its total  assets in foreign  equity  securities.  The
Portfolio will normally invest in securities of issuers located in at least five
foreign countries. Investing in securities of foreign issuers involves risks not
associated  with  investing in securities of domestic  issuers.  Purchasers  are
cautioned to read the section entitled  "Implementation  of Policies and Risks -
Foreign Securities and Currencies" in the Strong  International  Stock Portfolio
Prospectus  for a discussion  of the risks  involved in foreign  investing.  The
Sub-Adviser for this Portfolio is Strong Capital Management, Inc.

SALOMON MONEY MARKET  PORTFOLIO.  The investment  objective of the Salomon Money
Market  Portfolio is to seek as high a level of current  income as is consistent
with  liquidity  and the  stability  of  principal.  The  Portfolio  invests  in
high-quality,  short-term U.S. dollar-denominated money market instruments which
are  deemed to mature in  thirteen  months or less,  and is  managed so that the
average  portfolio  maturity of all portfolio  instruments (on a dollar-weighted
basis)  will not exceed 90 days.  An  investment  in this  Portfolio  is neither
insured nor guaranteed by the U.S. Government and there can be no assurance that
the  Portfolio  will be able to  maintain a stable net asset  value of $1.00 per
share.  The Sub-Adviser for this Portfolio is Salomon  Brothers Asset Management
Inc.

ROBERTSON  STEPHENS  DIVERSIFIED  GROWTH  PORTFOLIO  (FORMERLY  BERKELEY SMALLER
COMPANIES  PORTFOLIO).  The Robertson  Stephens  Diversified  Growth Portfolio's
investment   objective  is  to  seek  long-term  capital  growth.  In  selecting
investments  for the  Portfolio,  the  Sub-Adviser  focuses on small and mid-cap
companies,  to  create a  portfolio  of  investments  broadly  diversified  over
industry  sectors and companies.  The Portfolio will invest  primarily in common
and preferred  stocks and warrants.  Although the Portfolio  intends to focus on
companies with market  capitalizations  of up to $3 billion,  the Portfolio will
remain  flexible  and  may  invest  in  securities  of  larger  companies.   The
Sub-Adviser  for this  Portfolio  is  Robertson,  Stephens & Company  Investment
Management,  L.P. Prior to May 1, 1997,  the Portfolio had different  investment
objectives, policies, and restrictions and a different Sub-Adviser.

LEXINGTON CORPORATE LEADERS PORTFOLIO. The investment objective of the Lexington
Corporate  Leaders  Portfolio  is to seek  long-term  capital  growth and income
through  investment in the common stocks of large,  well-established  companies.
The  Portfolio  will seek to maintain  an equal  number of shares in each of the
companies in which it invests.  The companies in which the Portfolio will invest
have a large market  capitalization (in excess of $1.0 billion),  an established
history of earnings  and  dividend  payments,  a large  number of publicly  held
shares and high trading volume and a high degree of liquidity.  The  Portfolio's
common stock investments will be selected from a list of 100 "corporate leaders"
of commerce and industry, as determined by the Sub-Adviser.  The Sub-Adviser for
this Portfolio is Lexington Management Corporation.

STRONG GROWTH PORTFOLIO. The investment objective of the Strong Growth Portfolio
is to seek capital growth.  The Portfolio invests primarily in equity securities
that the Sub-Adviser believes have above-average growth prospects.  Under normal
market conditions, the Portfolio will invest at least 65% of its total assets in
equity  securities,  including common stocks,  preferred stocks,  and securities
that are  convertible  into common or  preferred  stocks,  such as warrants  and
convertible  bonds.  The  Sub-Adviser  for  this  Portfolio  is  Strong  Capital
Management, Inc.

VOTING  RIGHTS.  In  accordance  with its view of present  applicable  law,  the
Company  will vote the  shares  of the Trust  held in the  Separate  Account  at
special  meetings of the shareholders in accordance with  instructions  received
from persons  having the voting  interest in the Separate  Account.  The Company
will vote shares for which it has not received  instructions,  as well as shares
attributable  to it, in the same  proportion as it votes shares for which it has
received instructions. The Trust does not hold regular meetings of shareholders.

The number of shares which a person has a right to vote will be determined as of
a date to be chosen by the  Company  not more than  sixty  (60) days  prior to a
shareholder  meeting of the Trust.  Voting  instructions  will be  solicited  by
written communication at least ten (10) days prior to the meeting.

SUBSTITUTION OF SECURITIES.  If the shares of an Eligible Fund (or any Portfolio
within an Eligible Fund or any other Eligible Fund or Portfolio),  are no longer
available for  investment by the Separate  Account or, if in the judgment of the
Company's  Board of  Directors,  further  investment in the shares should become
inappropriate  in view of the  purpose of the  Contracts,  the Company may limit
further  purchase of such shares or may  substitute  shares of another  Eligible
Fund  or  Portfolio  for  shares  already  purchased  under  the  Contracts.  No
substitution  of  securities  may  take  place  without  prior  approval  of the
Securities and Exchange Commission and under the requirements it may impose.

                             CHARGES AND DEDUCTIONS

Various charges and deductions are made from the Contract Value and the Separate
Account. These charges and deductions are:

DEDUCTION FOR  MORTALITY AND EXPENSE RISK CHARGE.  Each  Valuation  Period,  the
Company  deducts a Mortality  and Expense Risk Charge from the Separate  Account
which is equal,  on an annual  basis,  to 1.25% of the  average  daily net asset
value of each Sub-Account of the Separate  Account.  The mortality risks assumed
by the Company arise from its  contractual  obligation to make Annuity  Payments
after the Annuity Date  (determined in accordance with the Annuity Option chosen
by the Owner)  regardless  of how long all  Annuitants  live.  This assures that
neither an  Annuitant's  own longevity,  nor an  improvement in life  expectancy
greater than that  anticipated  in the mortality  tables,  will have any adverse
effect on the Annuity  Payments the  Annuitant  will receive under the Contract.
Further,  the Company bears a mortality  risk in that it guarantees  the annuity
purchase  rates for the Annuity  Options under the Contract  whether for a Fixed
Annuity or a Variable  Annuity.  Also,  the Company bears a mortality  risk with
respect to the death  benefit.  The expense  risk assumed by the Company is that
all actual expenses involved in administering the Contracts,  including Contract
maintenance costs,  administrative  costs, mailing costs, data processing costs,
legal fees,  accounting  fees,  filing fees and the costs of other  services may
exceed  the  amount  recovered  from the  Contract  Maintenance  Charge  and the
Administrative Charge.

If the  Mortality  and Expense Risk Charge is  insufficient  to cover the actual
costs, the loss will be borne by the Company. Conversely, if the amount deducted
proves more than  sufficient,  the excess will be a profit to the  Company.  The
Company expects a profit from this charge.

The Mortality and Expense Risk Charge is guaranteed by the Company and cannot be
increased.

DEDUCTION FOR ADMINISTRATIVE  CHARGE. Each Valuation Period, the Company deducts
an Administrative  Charge from the Separate Account which is equal, on an annual
basis,  to .15% of the average daily net asset value of each  Sub-Account of the
Separate Account.  This charge,  together with the Contract  Maintenance  Charge
(see  below),  is to  reimburse  the Company  for the  expenses it incurs in the
establishment and maintenance of the Contracts and the Separate  Account.  These
expenses  include,  but  are  not  limited  to:  preparation  of the  Contracts,
confirmations,  annual  reports and  statements,  maintenance  of Owner records,
maintenance of Separate Account records, administrative personnel costs, mailing
costs,  data processing  costs,  legal fees,  accounting fees,  filing fees, the
costs of other  services  necessary  for  Owner  servicing  and all  accounting,
valuation,  regulatory  and  reporting  requirements.  Since  this  charge is an
asset-based  charge,  the  amount of the  charge  attributable  to a  particular
Contract may have no relationship to the administrative  costs actually incurred
by that Contract.  The Company does not intend to profit from this charge.  This
charge will be reduced to the extent that the amount of this charge is in excess
of that  necessary to  reimburse  the Company for its  administrative  expenses.
Should this charge prove to be insufficient,  the Company will not increase this
charge and will incur the loss.

DEDUCTION FOR DISTRIBUTION  CHARGE. Each Valuation Period, the Company deducts a
Distribution  Charge  from the  Separate  Account  which is equal,  on an annual
basis,  to .10% of the average daily net asset value of each  Sub-Account of the
Separate Account.  This charge  compensates the Company for the costs associated
with the  distribution  of the Contracts.  The Company does not intend to profit
from this  charge.  This charge will be reduced to the extent that the amount of
this  charge is in excess of that  necessary  to  reimburse  the Company for its
costs of distribution.  Should this charge prove to be insufficient, the Company
will not  increase  this  charge  and will  incur  the  loss.  The  staff of the
Securities and Exchange Commission deems the Distribution Charge to constitute a
deferred sales charge.

DEDUCTION FOR CONTRACT  MAINTENANCE  CHARGE. On each Contract  Anniversary,  the
Company  deducts  a  Contract  Maintenance  Charge  from the  Contract  Value by
subtracting  values from the Fixed  Account  and/or by  cancelling  Accumulation
Units from each applicable  Sub-Account to reimburse it for expenses relating to
maintenance of the Contracts.  The Contract Maintenance Charge is $36.00 ($30 in
the State of North Dakota) each Contract Year. However,  during the Accumulation
Period,  if the Contract Value on the Contract  Anniversary is at least $50,000,
then no Contract  Maintenance Charge is deducted.  If a total withdrawal is made
on other than a Contract  Anniversary  and the Contract  Value for the Valuation
Period during which the total withdrawal is made is less than $50,000,  the full
Contract  Maintenance  Charge  will  be  deducted  at  the  time  of  the  total
withdrawal.  During the Annuity Period, the Contract  Maintenance Charge will be
deducted from Annuity Payments  regardless of Contract size and will result in a
reduction  of each Annuity  Payment.  The  Contract  Maintenance  Charge will be
deducted  pro-rata  from the  Fixed  Account  and the  Sub-Accounts.  (In  South
Carolina,  Texas and Washington during the Accumulation  Period and in the event
of a total withdrawal,  the Company deducts the Contract Maintenance Charge only
by canceling  Accumulation Units from each applicable  Sub-Account.) The Company
has set this charge at a level so that, when considered in conjunction  with the
Administrative  Charge (see  above),  it will not make a profit from the charges
assessed for administration.

DEDUCTION  FOR  TRANSFER  FEE. An Owner may  transfer all or part of the Owner's
interest  in a  Sub-Account  or the  Fixed  Account  (subject  to Fixed  Account
provisions)  without the  imposition  of any fee or charge if there have been no
more than 12 transfers  made in a Contract  Year. If more than twelve  transfers
have been made in a Contract  Year, the Company will deduct a Transfer Fee which
is equal to the lesser of $20 or 2% of the amount  transferred.  A transfer made
at the end of the Right to Examine Contract period from the Salomon Money Market
Sub-Account  will not count in determining  the application of the Transfer Fee.
If the Owner is  participating  in an approved Dollar Cost Averaging  Program or
Rebalancing Program,  such transfers currently are not counted toward the number
of  transfers  for the year and are not taken into  account in  determining  any
Transfer Fee.

DEDUCTION FOR PREMIUM AND OTHER TAXES.  Any taxes,  including any Premium Taxes,
paid to any  governmental  entity  relating to the Contract may be deducted from
the Contributions or Contract Value when incurred. The Company will, in its sole
discretion,  determine when taxes have resulted from: the investment  experience
of the  Separate  Account;  receipt  by the  Company  of the  Contributions;  or
commencement of Annuity Payments.  The Company may, at its sole discretion,  pay
taxes when due and deduct that amount from the  Contract  Value at a later date.
Payment  at an  earlier  date does not waive any right the  Company  may have to
deduct  amounts at a later date.  The Company's  current  practice is to pay any
Premium Taxes when incurred and deduct the tax upon full or partial withdrawals,
payment of a death  benefit or purchase of an annuity  under the  Contract.  The
Company reserves the right to discontinue the deferral of Premium Taxes. Premium
Taxes generally range from 0% to 4%.

While the Company is not currently  maintaining  a provision for federal  income
taxes with respect to the Separate  Account,  the Company has reserved the right
to  establish  a  provision  for  income  taxes  if it  determines,  in its sole
discretion,  that  it will  incur  a tax as a  result  of the  operation  of the
Separate Account. The Company will deduct for any income taxes incurred by it as
a result of the  operation  of the Separate  Account  whether or not there was a
provision for taxes and whether or not it was sufficient.

The Company will deduct any  withholding  taxes required by applicable  law. See
"Tax Status - Income Tax Withholding."

DEDUCTION  FOR  EXPENSES  OF THE  TRUST.  There  are other  deductions  from and
expenses (including management fees paid to the Adviser and other expenses) paid
out of the assets of the Trust which are described in the  Prospectuses  for the
Portfolios of the Trust.

                                  THE CONTRACTS

OWNER.  The Owner has all  interest  and  rights to  amounts  held in his or her
Contract.  The Owner is the person  designated as such on the Issue Date, unless
changed.  The Owner may change  owners of the  Contract at any time prior to the
Annuity Date by Written Request. A change of Owner will automatically revoke any
prior  designation of Owner. The change will become effective as of the date the
Written  Request is  signed.  A new  designation  of Owner will not apply to any
payment made or action taken by the Company prior to the time it was received.

For Non-Qualified  Contracts,  in accordance with Code Section 72(u), a deferred
annuity  contract  held by a  corporation  or other entity that is not a natural
person is not treated as an annuity  contract  for tax  purposes.  Income on the
contract is treated as ordinary  income received by the owner during the taxable
year. However, for purposes of Code Section 72(u), an annuity contract held by a
trust or other  entity  as agent for a natural  person is  considered  held by a
natural person and treated as an annuity  contract for tax purposes.  Tax advice
should be sought prior to purchasing a Contract  which is to be owned by a trust
or other non-natural person.

JOINT  OWNERS.  The Contract can be owned by Joint  Owners.  If Joint Owners are
named, any Joint Owner must be the spouse of the other Owner.  Upon the death of
either Owner,  the surviving  Joint Owner will be the Primary  Beneficiary.  Any
other Beneficiary designation will be treated as a Contingent Beneficiary unless
otherwise  indicated in a Written  Request.  Unless  otherwise  specified in the
application for the Contract,  if there are Joint Owners both signatures will be
required for all Owner transactions except telephone transfers. If the telephone
transfer  option is elected and there are Joint  Owners,  either Joint Owner can
give telephone instructions.

ANNUITANT. The Annuitant is the person on whose life Annuity Payments are based.
The Annuitant is the person  designated  by the Owner at the Issue Date,  unless
changed  prior to the  Annuity  Date.  The  Annuitant  may not be  changed  in a
Contract  which is owned by a  non-natural  person.  Any change of  Annuitant is
subject to the Company's underwriting rules then in effect.

ASSIGNMENT.  A Written  Request  specifying  the terms of an  assignment  of the
Contract  must be  provided  to the Annuity  Service  Center.  Until the Written
Request is  received,  the Company  will not be required to take notice of or be
responsible  for  any  transfer  of  interest  in the  Contract  by  assignment,
agreement, or otherwise.

The Company will not be responsible for the validity or tax  consequences of any
assignment.  Any assignment made after the death benefit has become payable will
be valid only with the Company's consent.

If the Contract is assigned,  the Owner's  rights may only be exercised with the
consent of the assignee of record.

If the Contract is issued pursuant to a retirement plan which receives favorable
tax  treatment  under the  provisions  of Section 408 of the Code, it may not be
assigned,  pledged  or  otherwise  transferred  except as may be  allowed  under
applicable law.

                        CONTRIBUTIONS AND CONTRACT VALUE

CONTRIBUTIONS.  The initial  Contribution  is due on the Issue Date. The minimum
initial Contribution is $10,000 (except for Individual Retirement Annuities, the
minimum initial Contribution is $1,000). The minimum subsequent  Contribution is
$1,000,  or if the periodic  investment plan option is elected $100. The maximum
total  Contributions  the  Company  will accept  without  Company  approval  are
$1,000,000,  except  for  issue  Ages  greater  than 75 years  old for which the
maximum  total  Contributions  are $500,000.  The Company  reserves the right to
reject any Contribution or Contract.

ALLOCATION OF  CONTRIBUTIONS.  Contributions  are allocated to the Fixed Account
and/or to one or more  Sub-Accounts  of the Separate  Account in accordance with
the selections made by the Owner. The allocation of the initial  Contribution is
made in  accordance  with the  selection  made by the Owner at the  Issue  Date.
Unless otherwise changed by the Owner, subsequent Contributions are allocated in
the same manner as the initial  Contribution.  Allocation of the Contribution is
subject to the terms and conditions imposed by the Company.  There are currently
no limitations on the number of  Sub-Accounts  that can be selected by an Owner.
Allocations  must be in whole  percentages  with a minimum  allocation of 10% of
each Contribution or transfer, unless the Contribution is being made pursuant to
an approved  Dollar Cost Averaging  Program.  Under certain  circumstances,  the
Company  will  allocate  initial  Contributions  to  the  Salomon  Money  Market
Sub-Account  until the expiration of the Right to Examine  Contract  period (see
"Highlights").

For initial Contributions, if the forms required to issue a Contract are in good
order,  the Company  will apply the  Contribution  to the  Separate  Account and
credit the Contract  with  Accumulation  Units  and/or to the Fixed  Account and
credit the Contract with dollars within two business days of receipt.

In addition to the  underwriting  requirements of the Company,  good order means
that the Company has received federal funds (monies credited to a bank's account
with its  regional  Federal  Reserve  Bank).  If the forms  required  to issue a
Contract  are not in good order,  the Company  will  attempt to get them in good
order or the  Company  will  return the forms and the  Contribution  within five
business days. The Company will not retain the  Contribution  for more than five
business days while processing incomplete forms unless it has been so authorized
by  the  purchaser.  For  subsequent  Contributions,   the  Company  will  apply
Contributions to the Separate Account and credit the Contract with  Accumulation
Units and/or to the Fixed Account and credit the Contract with dollars as of the
end of the Valuation  Period during which the  Contribution was received in good
order.

DOLLAR COST AVERAGING  PROGRAM.  Dollar Cost  Averaging is a program  which,  if
elected,  permits  an Owner to  systematically  transfer  amounts  on a monthly,
quarterly,   semi-annual   or  annual  basis  from  the  Salomon   Money  Market
Sub-Account,  the Salomon U.S.  Quality Bond Sub-Account or the Fixed Account to
one or more  Sub-Accounts.  Dollar Cost  Averaging may be elected if the Owner's
Contract  Value  is at  least  $20,000  as of the  Valuation  Date  Dollar  Cost
Averaging is elected.  By allocating  amounts on a regularly  scheduled basis as
opposed to allocating the total amount at one  particular  time, an Owner may be
less susceptible to the impact of market fluctuations.  The minimum amount which
may be  transferred  is $500 per  transfer.  The amount  must be a fixed  dollar
amount.  Transfers to the Fixed Account are not permitted.  The Company reserves
the right,  at any time and without  prior  notice to any party,  to  terminate,
suspend or modify its Dollar Cost Averaging Program.

If selected,  Dollar Cost Averaging must be for at least 12 months.  There is no
current  charge for Dollar Cost  Averaging.  However,  the Company  reserves the
right to charge for Dollar Cost  Averaging in the future.  The standard  date of
the month for  transfers is the date the Owner's  request for  enrollment in the
program is  received  and  processed  by the  Company  and  subsequent  monthly,
quarterly,  semi-annual  or annual  anniversaries  of that  date.  The Owner may
specify a different  future  date.  Transfers  made  pursuant to the Dollar Cost
Averaging Program are not taken into account in determining any Transfer Fee.

REBALANCING PROGRAM.  Certain Owners may utilize an asset allocation model known
as  the  Asset  Equalizer  to  help  them  establish  their  initial  investment
allocations  in the  Contracts.  These Owners may  rebalance  their  investments
monthly to maintain the  allocation in the Asset  Equalizer  model.  Rebalancing
provides for periodic pre-authorized automatic transfers among the Sub-Accounts.
Any  amounts  in the Fixed  Account  will not be  transferred  pursuant  to this
program.  If the  Owner  is  participating  in  the  Rebalancing  Program,  such
transfers  currently are not counted toward the number of transfers for the year
and are not taken into account in determining any Transfer Fee.

CONTRACT  VALUE.  The Contract Value for any Valuation  Period is the sum of the
Contract  Value in each of the  Sub-Accounts  of the  Separate  Account  and the
Contract Value in the Fixed Account.

The Contract  Value in a  Sub-Account  of the Separate  Account is determined by
multiplying the number of Accumulation Units allocated to the Sub-Account by the
Accumulation Unit value.

ACCUMULATION  UNITS.  Accumulation Units will be used to account for all amounts
allocated to or withdrawn  from the  Sub-Accounts  of the Separate  Account as a
result  of  Contributions,  withdrawals,  transfers,  or fees and  charges.  The
Company  will  determine  the  number  of  Accumulation  Units of a  Sub-Account
purchased or  cancelled.  This will be done by dividing the amount  allocated to
(or the  amount  withdrawn  from) the  Sub-Account  by the  dollar  value of one
Accumulation  Unit  of the  Sub-Account  as of the end of the  Valuation  Period
during which the request for the  transaction is received at the Annuity Service
Center.

ACCUMULATION  UNIT VALUE. The  Accumulation  Unit value for each Sub-Account was
arbitrarily  set  initially  at  $10.  The  Accumulation  Unit  value  for  each
Sub-Account for any later Valuation Period is determined by subtracting (2) from
(1) and dividing the result by (3) where:

     1.   is the result of:

          a.   the assets of the Sub-Account attributable to Accumulation Units;
               plus or minus

          b.   the  cumulative  charge or credit  for  taxes  reserved  which is
               determined  by the Company to have resulted from the operation of
               the Sub-Account.

     2.   is the  cumulative  unpaid  charge for the  Mortality and Expense Risk
          Charge, for the Administrative Charge and for the Distribution Charge.

     3.   is the  number of  Accumulation  Units  outstanding  at the end of the
          Valuation Period.

The  Accumulation  Unit value may increase or decrease from Valuation  Period to
Valuation Period.

                                    TRANSFERS

TRANSFERS DURING THE ACCUMULATION  PERIOD.  Subject to any limitation imposed by
the Company on the number of transfers  (currently,  unlimited) that can be made
during  the  Accumulation  Period,  the  Owner may  transfer  all or part of the
Contract Value in a Sub-Account  or the Fixed Account  without the imposition of
any fee or charge if there have been no more than the  number of free  transfers
(currently, twelve) made. All transfers are subject to the following:

     1.   If more than the number of free transfers have been made in a Contract
          Year,  the  Company  will  deduct a Transfer  Fee for each  subsequent
          transfer permitted. The Transfer Fee is the lesser of $20 or 2% of the
          amount  transferred.  The  Transfer  Fee  will be  deducted  from  the
          Contract Value in the Fixed Account or the Sub-Account  from which the
          transfer is made. However, if the Owner's entire Contract Value in the
          Fixed Account or a Sub-Account is being transferred,  the Transfer Fee
          will be deducted from the amount which is transferred. If the Contract
          Value  is being  transferred  from  more  than  one  Sub-Account  or a
          Sub-Account and the Fixed Account,  any Transfer Fee will be allocated
          to the Fixed Account and to those  Sub-Accounts on a pro-rata basis in
          proportion to the amount transferred from each.

     2.   The minimum  amount which can be  transferred is $500 (from (i) one or
          multiple  Sub-Accounts,  or (ii) the  Fixed  Account)  or the  Owner's
          entire interest in the Sub-Account or the Fixed Account,  if less. The
          minimum amount which must remain in a Sub-Account  after a transfer is
          $500 per Sub-Account, or $0 if the entire amount in the Sub-Account is
          transferred.  Transfers  made  pursuant  to an  approved  Dollar  Cost
          Averaging Program and Rebalancing  Program will not be subject to this
          limitation.  The minimum amount which must remain in the Fixed Account
          after a transfer is $500,  or $0 if the entire amount in any Guarantee
          Period  is  transferred.  Transfers  made  from any  Guarantee  Period
          pursuant to an  approved  Dollar Cost  Averaging  Program  will not be
          subject to these limits.

     3.   The Company  reserves the right,  at any time and without prior notice
          to any party, to terminate,  suspend or modify the transfer  privilege
          described above.

Neither the Separate Account nor the Trust is designed for  professional  market
timing  organizations or other entities using programmed and frequent transfers.
A pattern of exchanges  that coincides  with a "market  timing"  strategy may be
disruptive  to a  Portfolio.  The Company  reserves  the right to  restrict  the
transfer  privilege or reject any specific  Contribution  allocation request for
any person whose transactions seem to follow a timing pattern.

TRANSFERS  DURING THE ANNUITY PERIOD.  During the Annuity Period,  the Owner may
make transfers, by Written Request, as follows:

      1.   The Owner may make transfers of Contract Values between Sub-Accounts,
           subject to any  limitations  imposed by the  Company on the number of
           transfers  that can be made  during the  Annuity  Period  (currently,
           unlimited).  If more than the number of free transfers have been made
           in a Contract  Year,  the Company will deduct a Transfer Fee for each
           subsequent transfer permitted. The Transfer Fee will be deducted from
           the amount  which is  transferred.  The Transfer Fee is the lesser of
           $20 or 2% of the amount transferred.

      2.   The Owner may once each  Contract  Year make a  transfer  from one or
           more  Sub-Accounts  to the  Fixed  Account.  The Owner may not make a
           transfer from the Fixed Account to the Separate Account.

      3.   Transfers between  Sub-Accounts will be made by converting the number
           of Annuity Units being  transferred to the number of Annuity Units of
           the  Sub-Account  to which  the  transfer  is made,  so that the next
           Annuity Payment if it were made at that time would be the same amount
           that it would have been  without the  transfer.  Thereafter,  Annuity
           Payments will reflect changes in the value of the new Annuity Units.

      4.   The  minimum  amount  which can be  transferred  is $500 (from one or
           multiple   Sub-Accounts)  or  the  Owner's  entire  interest  in  the
           Sub-Account,  if less.  The  minimum  amount  which must  remain in a
           Sub-Account  after a transfer is $500 per  Sub-Account,  or $0 if the
           entire amount in the Sub-Account is transferred.

      5.   The Company  reserves the right, at any time and without prior notice
           to any party, to terminate,  suspend or modify the transfer privilege
           described above.

Owners can elect to make transfers by telephone. To do so Owners must complete a
Written  Request.  The Company will use  reasonable  procedures  to confirm that
instructions  communicated by telephone are genuine. If it does not, the Company
may be liable for any losses due to unauthorized or fraudulent instructions. The
Company  may tape record all  telephone  instructions.  The Company  will not be
liable for any loss, liability, cost or expense incurred by the Owner for acting
in  accordance  with such  telephone  instructions  believed to be genuine.  The
telephone transfer privilege may be discontinued at any time by the Company.

If there are Joint  Owners,  unless the  Company is  informed  to the  contrary,
telephone instructions will be accepted from either of the Joint Owners.

                                   WITHDRAWALS

During the Accumulation  Period,  the Owner may, upon a Written Request,  make a
total or partial  withdrawal of the Contract  Withdrawal Value. (In the State of
Washington, the Owner may make a withdrawal on the Annuity Date.)

Unless the Owner instructs the Company  otherwise,  a partial withdrawal will be
made  from the  Separate  Account.  A  partial  withdrawal  will  result  in the
cancellation of Accumulation Units from each applicable Sub-Account in the ratio
that the Owner's  interest in the Sub-Account  bears to the total Contract Value
allocated to the Separate Account.  The Owner must specify by Written Request in
advance which Sub-Account  Accumulation  Units are to be cancelled if other than
the above method is desired.

A partial withdrawal from the Fixed Account is made for a Contract with multiple
Contributions  during the Guarantee Period by a withdrawal from the Contribution
with the most recent Effective Date.

The Company  will pay the amount of any  withdrawal  from the  Separate  Account
within  seven  (7)  days of  receipt  of a  request  in good  order  unless  the
Suspension or Deferral of Payments provision is in effect.

Each partial  withdrawal  must be for at least $500. The minimum  Contract Value
which must  remain in the  Contract  after a partial  withdrawal  is  $2,000.The
minimum  Contract  Value which must remain in a Sub-Account or the Fixed Account
after a partial withdrawal is $500.

INCOME TAXES AND TAX  PENALTIES MAY APPLY TO ANY  WITHDRAWAL  FROM THE CONTRACT.
See "Tax Status - Tax Treatment of  Withdrawals - Qualified  Contracts" and "Tax
Treatment of Withdrawals - Non-Qualified Contracts."

SYSTEMATIC  WITHDRAWAL OPTION. The Company offers a Systematic Withdrawal Option
which enables an Owner to  pre-authorize a periodic  exercise of the contractual
withdrawal rights described above. The Systematic Withdrawal Option is available
if the Owner's  Contract Value is at least $20,000 as of the Valuation Date this
option  is  requested.  The  Owner  or  the  Company  may  terminate  systematic
withdrawals  upon  30  days'  prior  written  notice.   There  is  currently  no
transaction charge for systematic withdrawals. However, the Company reserves the
right to exercise  the  transaction  charge for  systematic  withdrawals  in the
future. The total permitted systematic  withdrawal in a Contract Year is limited
to not more than 10% of the  unliquidated  Contributions  as of the  immediately
preceding Contract  Anniversary or, if during the first Contract Year, as of the
Issue Date.  The  Systematic  Withdrawal  Option can be  exercised  at any time,
including during the first Contract Year.

Systematic withdrawals are available for Qualified and Non-Qualified  Contracts.
Certain tax penalties and restrictions may apply to systematic  withdrawals from
the  Contracts.  (See "Tax Status - Tax  Treatment  of  Withdrawals  - Qualified
Contracts" and "Tax Treatment of Withdrawals - Non-Qualified Contracts.") Owners
entering  into  such a  program  instruct  the  Company  to  withdraw  an amount
specified  as a percentage  of the  Contribution,  or a  percentage  of Contract
Value, or in dollars on a monthly,  quarterly or semi-annual  basis. The minimum
withdrawal  amount  is $100 per  payment.  The  standard  date of the  month for
withdrawals  is the date the Owner's  request for  enrollment  in the program is
received and processed by the Company,  and  subsequent  monthly (or the payment
schedule selected) anniversaries of that date. The Owner may specify a different
future date.

SUSPENSION OR DEFERRAL OF PAYMENTS. The Company reserves the right to suspend or
postpone payments from the Separate Account for a withdrawal or transfer for any
period when:

     1.   The New York Stock  Exchange is closed (other than  customary  weekend
          and holiday closings);

     2.   Trading on the New York Stock Exchange is restricted;

     3.   An emergency  exists as a result of which disposal of securities  held
          in the Separate  Account is not  reasonably  practicable  or it is not
          reasonably   practicable  to  determine  the  value  of  the  Separate
          Account's net assets; or

     4.   During any other period when the Securities  and Exchange  Commission,
          by order,  so permits  for the  protection  of Owners;  provided  that
          applicable  rules  and  regulations  of the  Securities  and  Exchange
          Commission  will govern as to whether the conditions  described in (2)
          and (3) exist.

The Company further  reserves the right to postpone  payment for a withdrawal or
transfer from the Fixed Account for a period of up to six months.

                            PROCEEDS PAYABLE ON DEATH

DEATH OF OWNER DURING THE  ACCUMULATION  PERIOD.  Upon the death of the Owner or
any Joint Owner prior to the Annuity Date, the death benefit will be paid to the
Beneficiary(ies)  designated by the Owner.  Upon the death of a Joint Owner, the
surviving Joint Owner, if any, will be treated as the primary  Beneficiary.  Any
other Beneficiary  designation on record at the time of death will be treated as
a contingent Beneficiary.

A Beneficiary  may request that the death benefit be paid under one of the Death
Benefit Options  described  below. If the Beneficiary is the spouse of the Owner
he or she may elect to continue the Contract at the then current  Contract Value
in his or her own name and exercise all the Owner's rights under the Contract.

DEATH BENEFIT AMOUNT DURING THE ACCUMULATION  PERIOD. Prior to the Owner, or the
oldest Joint Owner,  attaining Age 80, the death benefit during the Accumulation
Period will be the greater of:

     1.   The Adjusted Contributions; or

     2.   The Contract  Value  determined as of the end of the Valuation  Period
          during which the Company  receives at its Annuity  Service Center both
          due proof of death and an election of the payment method; or

     3.   The  Contract   Value  on  the  most  recent   seventh  year  Contract
          Anniversary  or  the  Adjusted  Contributions  as of the  most  recent
          seventh year Contract  Anniversary,  whichever is greater. This amount
          is increased for subsequent  Contributions  and reduced for subsequent
          partial withdrawals in the same proportion that the Contract Value was
          reduced on the date of the withdrawal.

After the Owner,  or the oldest Joint Owner,  attains Age 80, the death  benefit
during the  Accumulation  Period will be the Contract Value determined as of the
end of the Valuation  Period during which the Company receives both due proof of
death an election for the payment method.

Adjusted  Contributions  are equal to the  initial  Contribution  increased  for
subsequent  Contributions and reduced for subsequent partial  withdrawals in the
same  proportion  that  the  Contract  Value  was  reduced  on the  date  of the
withdrawal.

In certain states, the death benefit during the Accumulation  Period will be the
Contract Value determined as of the end of the Valuation Period during which the
Company receives both due proof of death and an election for the payment method.

Owners  should  refer  to  their  Contract  for  the  applicable  death  benefit
provision.

See the "Appendix" for examples of how the death benefit is calculated.

DEATH BENEFIT OPTIONS DURING THE ACCUMULATION PERIOD. A non-spousal  Beneficiary
must elect the death  benefit to be paid under one of the  following  options in
the event of the death of the Owner during the Accumulation Period:

      Option 1  - lump sum payment of the death benefit; or

      Option 2  - payment of the  entire  death  benefit  within 5 years of the
                  date of the death of the Owner; or

      Option 3  - payment of the death benefit under an Annuity  Option over
                  the lifetime of the Beneficiary or over a period not extending
                  beyond   the  life   expectancy   of  the   Beneficiary   with
                  distribution beginning within one year of the date of death of
                  the Owner or any Joint Owner.

Any portion of the death  benefit not applied  under Option 3 within one year of
the date of the Owner's death, must be distributed within five years of the date
of death.

A spousal  Beneficiary may elect to continue the Contract in his or her own name
at the then  current  Contract  Value,  elect a lump sum  payment  of the  death
benefit or apply the death benefit to an Annuity Option.

If a lump sum payment is  requested,  the amount  will be paid within  seven (7)
days of receipt of proof of death and the  election,  unless the  Suspension  or
Deferral of Payments provision is in effect.

Payment to the Beneficiary, other than in a lump sum, may only be elected during
the sixty-day period beginning with the date of receipt of proof of death.

DEATH OF OWNER DURING THE ANNUITY PERIOD.  If the Owner or a Joint Owner, who is
not the Annuitant,  dies during the Annuity Period, any remaining payments under
the Annuity Option elected will continue at least as rapidly as under the method
of  distribution  in effect at such Owner's  death.  Upon the death of the Owner
during the Annuity Period, the Beneficiary becomes the Owner.

DEATH OF  ANNUITANT.  Upon the  death of the  Annuitant,  who is not the  Owner,
during the Accumulation Period, the Owner may designate a new Annuitant, subject
to the Company's  underwriting  rules then in effect.  If no designation is made
within  30 days of the  death  of the  Annuitant,  the  Owner  will  become  the
Annuitant. If the Owner is a non-natural person, the death of the Annuitant will
be treated as the death of the Owner and a new Annuitant may not be designated.

Upon the death of the Annuitant during the Annuity Period, the death benefit, if
any, will be as specified in the Annuity Option elected.  Death benefits will be
paid at least as rapidly as under the  method of  distribution  in effect at the
Annuitant's death.

PAYMENT OF DEATH BENEFIT. The Company will require due proof of death before any
death benefit is paid. Due proof of death will be:

     1.   a certified death certificate;

     2.   a  certified  decree of a court of  competent  jurisdiction  as to the
          finding of death; or

     3.   any other proof satisfactory to the Company.

All death benefits will be paid in accordance with applicable law or regulations
governing death benefit payments.

BENEFICIARY. The Beneficiary designation in effect on the Issue Date will remain
in effect until changed.  The Beneficiary is entitled to receive the benefits to
be paid at the death of the Owner.  Unless  the Owner  provides  otherwise,  the
death benefit will be paid in equal shares to the survivor(s) as follows:

     1.   to the Primary  Beneficiary(ies)  who  survive the Owner's  and/or the
          Annuitant's death, as applicable; or if there are none

     2.   to the Contingent  Beneficiary(ies) who survive the Owner's and/or the
          Annuitant's death, as applicable; or if there are none

     3.   to the estate of the Owner.

CHANGE   OF   BENEFICIARY.   Subject   to  the   rights   of   any   irrevocable
Beneficiary(ies),   the  Owner  may  change  the  Primary   Beneficiary(ies)  or
Contingent  Beneficiary(ies).  Any change must be made by Written  Request.  The
change  will take  effect as of the date the  Written  Request  is  signed.  The
Company  will not be  liable  for any  payment  made or action  taken  before it
records the change.

                               ANNUITY PROVISIONS

GENERAL.  On the Annuity Date, the Adjusted Contract Value will be applied under
the Annuity  Option  selected by the Owner.  Annuity  Payments  may be made on a
fixed or variable basis or both.

ANNUITY DATE.  The Annuity Date is selected by the Owner on the Issue Date.  The
Annuity Date must be the first day of a calendar  month and must be at least one
month  after the Issue  Date.  The  Annuity  Date may not be later than when the
Annuitant  reaches  Age 85 or 10 years after the Issue Date for issue ages after
Age 75.

Prior to the  Annuity  Date,  the Owner,  subject  to the above,  may change the
Annuity Date by Written Request. Any change must be requested at least seven (7)
days prior to the new Annuity Date.

SELECTION OR CHANGE OF AN ANNUITY  OPTION.  An Annuity Option is selected by the
Owner at the time the Contract is issued.  Prior to the Annuity Date,  the Owner
can change the Annuity Option  selected by Written  Request.  Any change must be
requested at least seven (7) days prior to the Annuity Date.

FREQUENCY AND AMOUNT OF ANNUITY  PAYMENTS.  Annuity Payments are paid in monthly
installments.  The Adjusted  Contract  Value is applied to the Annuity Table for
the Annuity Option selected.  If the Adjusted Contract Value to be applied under
an Annuity Option is less than $2,000,  the Company reserves the right to make a
lump sum payment in lieu of Annuity Payments. If the Annuity Payment would be or
become  less than $200  where  only a Fixed  Annuity  or a  Variable  Annuity is
selected,  or if the Annuity  Payment  would be or become less than $100 on each
basis  when a  combination  of a Fixed and  Variable  Annuity is  selected,  the
Company will reduce the  frequency of payments to an interval  which will result
in each payment being at least $200, or $100 on each basis if a combination of a
Fixed and Variable Annuity is selected.

ANNUITY.  If the Owner selects a Fixed Annuity,  the Adjusted  Contract Value is
allocated to the Fixed  Account and the Annuity is paid as a Fixed  Annuity.  If
the Owner  selects a  Variable  Annuity,  the  Adjusted  Contract  Value will be
allocated to the  Sub-Account(s)  of the Separate Account in accordance with the
selection made by the Owner, and the Annuity will be paid as a Variable Annuity.
The Owner can also select a combination of a Fixed and Variable  Annuity and the
Adjusted  Contract  Value  will  be  allocated  accordingly.  Unless  the  Owner
specifies otherwise, the payee of the Annuity Payments shall be the Owner.

The Adjusted  Contract  Value will be applied to the  applicable  Annuity  Table
contained in the Contract based upon the Annuity Option selected by the Owner.

FIXED ANNUITY.  The Owner may elect to have the Adjusted  Contract Value applied
to provide a Fixed Annuity. The dollar amount of each Fixed Annuity Payment will
be determined in accordance with Annuity Tables  contained in the Contract which
are based on the minimum  guaranteed  interest  rate of 3% per year.  The dollar
amount of each Fixed Annuity  Payment will be reduced by the applicable  portion
of the Contract Maintenance Charge. After the initial Fixed Annuity Payment, the
payments  will  not  change  regardless  of  investment,  mortality  or  expense
experience.

VARIABLE ANNUITY.  Variable Annuity Payments reflect the investment  performance
of the  Separate  Account in  accordance  with the  allocation  of the  Adjusted
Contract Value to the Sub-Accounts  during the Annuity Period.  Variable Annuity
payments are not guaranteed as to dollar amount.

ANNUITY  OPTIONS.  The following  Annuity  Options or any other  Annuity  Option
acceptable to the Company may be selected:

      OPTION A. LIFE ANNUITY:  Monthly Annuity Payments during the life of the 
      Annuitant.

      OPTION B. LIFE ANNUITY WITH PERIOD CERTAIN OF 120 MONTHS:  Monthly Annuity
      Payments  during the  lifetime of the  Annuitant  and in any event for one
      hundred twenty (120) months.  If the Beneficiary  does not desire payments
      to continue for the remainder of the period  certain,  he or she may elect
      to have the present value of the  guaranteed  annuity  payments  remaining
      commuted and paid in a lump sum.

      OPTION C. JOINT AND  SURVIVOR  ANNUITY:  Monthly  Annuity  Payments  
      payable  during the joint lifetime of the Annuitant  and a Joint Annuitant
      and then during the lifetime of the survivor at 66 2/3%.

      OPTION D. PERIOD  CERTAIN:  Monthly  payments will be made for a specified
      period. The specified period must be at least ten (10) years and cannot be
      more than  thirty  (30)  years.  If the Owner does not desire  payments to
      continue for the remainder of the selected period,  he or she may elect to
      have the  present  value of the  remaining  payments  to be made  from the
      Separate  Account  commuted and paid in a lump sum or as an Annuity Option
      purchased at the date of such election.

Annuity Options A, B, C and D are available on a Fixed Annuity basis, a Variable
Annuity  basis  or a  combination  of both.  Election  of a Fixed  Annuity  or a
Variable  Annuity  must be made no later  than  fifteen  (15) days  prior to the
Annuity  Date.  If no election is made as between a Fixed Annuity and a Variable
Annuity, the Variable Annuity will be the default option.

                                   DISTRIBUTOR

London  Pacific  Financial  and  Insurance  Services is the  distributor  of the
Contracts.  London Pacific  Financial and Insurance  Services is registered as a
broker-dealer with the Securities and Exchange Commission and is a member of the
National  Association of Securities  Dealers,  Inc. London Pacific Financial and
Insurance Services is an affiliate of the Company.

Commissions   will  be  paid  to   broker-dealers   who  sell   the   Contracts.
Broker-dealers will be paid an ongoing quarterly  commission  currently equal to
 .275% of the Contract Value (pro-rated for the first Contract quarter based upon
the  length  of  time  the  Contract  has  been in  force)  for  promotional  or
distribution expenses associated with the marketing of the Contracts.

                             PERFORMANCE INFORMATION

SALOMON MONEY MARKET  SUB-ACCOUNT.  From time to time,  the Salomon Money Market
Sub-Account  of the  Separate  Account may  advertise  its  "current  yield" and
"effective  yield." Both yield figures are based on historical  earnings and are
not intended to indicate future performance.  The "current yield" of the Salomon
Money Market  Sub-Account  refers to the income  generated by Contract Values in
the Salomon Money Market  Sub-Account over a seven-day period ending on the date
of calculation (which period will be stated in the  advertisement).  This income
is  "annualized."  That is, the  amount of income  generated  by the  investment
during that week is assumed to be generated  each week over a 52-week period and
is shown as a  percentage  of the  Contract  Value in the Salomon  Money  Market
Sub-Account.  The  "effective  yield" is  calculated  similarly.  However,  when
annualized,  the income  earned by Contract  Value is assumed to be  reinvested.
This results in the "effective  yield" being  slightly  higher than the "current
yield" because of the compounding effect of the assumed reinvestment.  The yield
figure will  reflect  the  deduction  of all  recurring  charges and  deductions
against the Sub-Account's  income,  including the deduction of the Mortality and
Expense Risk Charge,  the Administrative  Charge, the Distribution  Charge and a
pro-rata portion of the Contract Maintenance Charge. The Company does not impose
a sales load upon redemptions in connection with the Contracts.

OTHER  SUB-ACCOUNTS.  From time to time,  the Company may advertise  performance
data for the various other Sub-Accounts under the Contract.  Such data will show
the  percentage  change  in the  value  of an  Accumulation  Unit  based  on the
performance  of a  Portfolio  over a period of time,  usually a  calendar  year,
determined  by dividing  the increase  (decrease)  in value for that Unit by the
Accumulation  Unit value at the beginning of the period.  This percentage figure
will  reflect  the  deduction  of any  asset-based  charges  and any  applicable
Contract Maintenance Charges under the Contracts. The Company may also advertise
performance  information  computed  on a  different  basis which may not include
certain charges. If such charges were deducted, the performance would be lower.

Any advertisement will also include total return figures calculated as described
in the Statement of Additional Information. The total return figures reflect the
fees and expenses of the  Portfolio  and all  recurring  charges and  deductions
against the Sub-Account's  income,  including the deduction of the Mortality and
Expense Risk Charge,  the Administrative  Charge, the Distribution  Charge and a
pro-rata portion of the Contract  Maintenance  Charge for the applicable periods
shown.

The Company may make  available  yield  information  with respect to some of the
Sub-Accounts.  Such yield  information  will be  calculated  as described in the
Statement of  Additional  Information.  The yield  information  will reflect the
deduction of all  recurring  charges and  deductions  against the  Sub-Account's
income,  including the  deduction of the Mortality and Expense Risk Charge,  the
Administrative  Charge,  the  Distribution  Charge and a pro-rata portion of the
Contract  Maintenance  Charge.  The  Company  does not  impose a sales load upon
redemptions in connection with the Contracts.

The  Company  may also show  historical  Accumulation  Unit  values  in  certain
advertisements  containing  illustrations.  These illustrations will be based on
actual Accumulation Unit values.

Owners  should  note  that  the  investment  results  of each  Sub-Account  will
fluctuate over time, and any presentation of the Sub-Account's  current yield or
total return for any prior period should not be considered a  representation  of
what an  investment  may earn or what an Owner's yield or total return may be in
any future period.

In addition,  the Company may  distribute  sales  literature  which compares the
percentage  change  in  Accumulation  Unit  values  for any of the  Sub-Accounts
against  established  market indices such as the Standard & Poor's 500 Composite
Stock  Price  Index,  the Dow  Jones  Industrial  Average  or  other  management
investment companies which have investment  objectives similar to the underlying
Portfolio being compared.  The Standard & Poor's 500 Composite Stock Price Index
is an  unmanaged,  unweighted  average of 500 stocks,  the majority of which are
listed on the New York Stock Exchange.  The Dow Jones  Industrial  Average is an
unmanaged,  weighted average of thirty blue chip industrial  corporations listed
on the New York Stock  Exchange.  Both the Standard & Poor's 500 Composite Stock
Price Index and the Dow Jones Industrial  Average assume quarterly  reinvestment
of dividends.

In  addition,  the  Company  may, as  appropriate,  compare  each  Sub-Account's
performance  to that of  other  types of  investments  such as  certificates  of
deposit,  savings accounts and U.S. Treasuries,  or to certain interest rate and
inflation  indices,  such as the Consumer Price Index, which is published by the
U.S.  Department of Labor and measures the average change in prices over time of
a fixed  "market  basket"  of  certain  specified  goods and  services.  Similar
comparisons of Sub-Account performance may also be made with appropriate indices
measuring the performance of a defined group of securities  widely recognized by
investors as representing a particular  segment of the securities  markets.  For
example,  Sub-Account  performance  may be compared with  Donoghue  Money Market
Institutional  Averages  (money market rates),  Lehman  Brothers  Corporate Bond
Index  (corporate bond interest rates) or Lehman Brothers  Government Bond Index
(long-term U.S. Government obligation interest rates).

The Company may also distribute  sales literature which compares the performance
of the  Accumulation  Unit values of the Contracts  issued  through the Separate
Account with the unit values of variable  annuities  issued through the separate
accounts of other insurance companies. Such information will be derived from the
Lipper Variable  Insurance  Products  Performance  Analysis  Service,  the VARDS
Report or from Morningstar.

The Lipper Variable Insurance Products Performance Analysis Service is published
by Lipper  Analytical  Services,  Inc.,  a publisher of  statistical  data which
currently  tracks the  performance  of almost 4,000  investment  companies.  The
rankings  compiled by Lipper may or may not reflect the deduction of asset-based
insurance charges.  The Company's sales literature utilizing these rankings will
indicate whether or not such charges have been deducted.  Where the charges have
not been deducted,  the sales  literature  will indicate that if the charges had
been deducted, the ranking might have been lower.

The VARDS Report is a monthly  variable annuity  industry  analysis  compiled by
Variable  Annuity  Research & Data Service of Georgia and published by Financial
Planning Resources, Inc. The VARDS rankings may or may not reflect the deduction
of asset-based insurance charges.  Where the charges have not been deducted, the
sales  literature  will  indicate  that if the  charges had been  deducted,  the
rankings might have been lower.

Morningstar rates a variable annuity  Sub-Account against its peers with similar
investment  objectives.  Morningstar does not rate any Sub-Account that has less
than three years of performance  data. The  Morningstar  rankings may or may not
reflect the  deduction of charges.  Where  charges have not been  deducted,  the
sales  literature  will  indicate  that if the  charges had been  deducted,  the
rankings might have been lower.

                                   TAX STATUS

NOTE:  THE FOLLOWING  DESCRIPTION IS BASED UPON THE COMPANY'S  UNDERSTANDING  OF
CURRENT  FEDERAL INCOME TAX LAW APPLICABLE TO ANNUITIES IN GENERAL.  THE COMPANY
CANNOT  PREDICT  THE  PROBABILITY  THAT ANY  CHANGES  IN SUCH LAWS WILL BE MADE.
PURCHASERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE  REGARDING THE POSSIBILITY
OF SUCH CHANGES. THE COMPANY DOES NOT GUARANTEE THE TAX STATUS OF THE CONTRACTS.
PURCHASERS  BEAR THE  COMPLETE  RISK THAT THE  CONTRACTS  MAY NOT BE  TREATED AS
"ANNUITY  CONTRACTS"  UNDER  FEDERAL  INCOME  TAX LAWS.  IT  SHOULD  BE  FURTHER
UNDERSTOOD  THAT THE  FOLLOWING  DISCUSSION IS NOT  EXHAUSTIVE  AND THAT SPECIAL
RULES NOT DESCRIBED IN THIS PROSPECTUS MAY BE APPLICABLE IN CERTAIN  SITUATIONS.
MOREOVER, NO ATTEMPT HAS BEEN MADE TO CONSIDER ANY APPLICABLE STATE OR OTHER TAX
LAWS.

GENERAL.  Section 72 of the Code governs  taxation of  annuities in general.  An
owner is not taxed on  increases in the value of a Contract  until  distribution
occurs,  either in the form of a lump sum payment or as annuity  payments  under
the  Annuity  Option  selected.  For a lump  sum  payment  received  as a  total
withdrawal  (total  surrender),  the  recipient  is taxed on the  portion of the
payment  that  exceeds  the  cost  basis  of  the  Contract.  For  Non-Qualified
Contracts,  this cost basis is generally the contributions,  while for Qualified
Contracts  there  may be no cost  basis.  The  taxable  portion  of the lump sum
payment is taxed at ordinary income tax rates.

For annuity payments, a portion of each payment in excess of an exclusion amount
is includible in taxable  income.  The exclusion  amount for payments based on a
Fixed Annuity Option is determined by multiplying  the payment by the ratio that
the cost  basis of the  Contract  (adjusted  for any  period  certain  or refund
feature) bears to the expected return under the Contract.  The exclusion  amount
for payments  based on a Variable  Annuity  Option is determined by dividing the
cost basis of the Contract  (adjusted for any period certain or refund  feature)
by the number of years over which the annuity is  expected to be paid.  Payments
received after the investment in the Contract has been recovered  (i.e. when the
total of the excludible  amounts equal the investment in the Contract) are fully
taxable.  The taxable portion is taxed at ordinary income tax rates. For certain
types of Qualified  Plans there may be no cost basis in the Contract  within the
meaning of Section 72 of the Code.  Owners,  Annuitants and Beneficiaries  under
the Contracts should seek competent  financial advice about the tax consequences
of any distributions.

The Company is taxed as a life  insurance  company  under the Code.  For federal
income tax  purposes,  the  Separate  Account is not a separate  entity from the
Company and its operations form a part of the Company.

DIVERSIFICATION.  Section  817(h) of the Code  imposes  certain  diversification
standards  on the  underlying  assets of variable  annuity  contracts.  The Code
provides  that a  variable  annuity  contract  will not be treated as an annuity
contract for any period (and any  subsequent  period) for which the  investments
are not, in accordance with regulations prescribed by the United States Treasury
Department ("Treasury Department"), adequately diversified.  Disqualification of
the Contract as an annuity contract would result in imposition of federal income
tax to the Owner with respect to earnings allocable to the Contract prior to the
receipt  of  payments  under  the  Contract.  The Code  contains  a safe  harbor
provision  which provides that annuity  contracts such as the Contracts meet the
diversification  requirements if, as of the end of each quarter,  the underlying
assets meet the diversification standards for a regulated investment company and
no more than fifty-five  percent (55%) of the total assets consist of cash, cash
items, U.S. Government  securities and securities of other regulated  investment
companies.

On March 2, 1989,  the  Treasury  Department  issued  Regulations  (Treas.  Reg.
1.817-5),  which  established  diversification  requirements  for the investment
portfolios underlying variable contracts such as the Contracts.  The Regulations
amplify the diversification requirements for variable contracts set forth in the
Code and provide an alternative to the safe harbor  provision  described  above.
Under  the  Regulations,  an  investment  portfolio  will be  deemed  adequately
diversified  if:  (1) no more than 55% of the  value of the total  assets of the
portfolio  is  represented  by any one  investment;  (2) no more than 70% of the
value  of  the  total  assets  of  the  portfolio  is  represented  by  any  two
investments;  (3) no more  than 80% of the  value  of the  total  assets  of the
portfolio is represented by any three  investments;  and (4) no more than 90% of
the  value of the total  assets  of the  portfolio  is  represented  by any four
investments.

The  Code  provides  that,  for  purposes  of  determining  whether  or not  the
diversification standards imposed on the underlying assets of variable contracts
by Section  817(h) of the Code have been met,  "each  United  States  government
agency or instrumentality shall be treated as a separate issuer."

The  Company  intends  that all  Portfolios  of the Trust will be managed by the
Adviser and  Sub-Advisers for the Trust in such a manner as to comply with these
diversification requirements.

The Treasury  Department has indicated that the  diversification  Regulations do
not provide guidance  regarding the  circumstances in which Owner control of the
investments  of the  Separate  Account will cause the Owner to be treated as the
owner of the assets of the Separate  Account,  thereby  resulting in the loss of
favorable tax  treatment for the Contract.  At this time it cannot be determined
whether additional guidance will be provided and what standards may be contained
in such guidance.

The  amount of Owner  control  which may be  exercised  under  the  Contract  is
different in some respects from the  situations  addressed in published  rulings
issued by the  Internal  Revenue  Service  in which it was held that the  policy
owner was not the owner of the  assets of the  separate  account.  It is unknown
whether  these  differences,  such as the  Owner's  ability  to  transfer  among
investment choices or the number and type of investment choices available, would
cause the Owner to be  considered  as the  owner of the  assets of the  Separate
Account  resulting  in the  imposition  of federal  income tax to the Owner with
respect to earnings allocable to the Contract prior to receipt of payments under
the Contract.

In the event any forthcoming guidance or ruling is considered to set forth a new
position,  such guidance or ruling will generally be applied only prospectively.
However,  if such  ruling  or  guidance  was not  considered  to set forth a new
position,  it  may  be  applied  retroactively  resulting  in  the  Owner  being
retroactively determined to be the owner of the assets of the Separate Account.

Due to the  uncertainty in this area,  the Company  reserves the right to modify
the Contract in an attempt to maintain favorable tax treatment.

CONTRACTS OWNED BY OTHER THAN NATURAL PERSONS.  Under Section 72(u) of the Code,
the  investment  earnings  on  Contributions  for the  Contracts  will be  taxed
currently  to  the  Owner  if  the  Owner  is  a  non-natural  person,  e.g.,  a
corporation,  or certain other  entities.  Such Contracts  generally will not be
treated as annuities for federal income tax purposes. However, this treatment is
not applied to Contracts  held by a trust or other entity as agent for a natural
person nor to Contracts held by Qualified Plans. Purchasers should consult their
own tax  adviser  before  purchasing  a  Contract  to be owned by a  non-natural
person.

MULTIPLE  CONTRACTS.  The Code  provides  that  multiple  non-qualified  annuity
contracts  which are issued within a calendar year to the same contract owner by
one company or its affiliates  are treated as one annuity  contract for purposes
of determining  the tax  consequences  of any  distribution.  Such treatment may
result  in  adverse  tax  consequences  including  more  rapid  taxation  of the
distributed amounts from such combination of contracts.  Owners should consult a
tax adviser prior to purchasing more than one non-qualified  annuity contract in
any calendar year.

TAX  TREATMENT OF  ASSIGNMENTS.  An  assignment or pledge of a Contract may be a
taxable event.  Owners should  therefore  consult  competent tax advisers should
they wish to assign or pledge their Contracts.

INCOME TAX  WITHHOLDING.  All  distributions  or the  portion  thereof  which is
includible  in the gross  income of the Owner are subject to federal  income tax
withholding.  Generally, amounts are withheld from periodic payments at the same
rate as wages and at the rate of 10% from non-periodic  payments.  However,  the
Owner,  in  most  cases,  may  elect  not to  have  taxes  withheld  or to  have
withholding done at a different rate.

Effective January 1, 1993, certain distributions from retirement plans qualified
under Section 401 or Section 403(b) of the Code,  which are not directly  rolled
over to another  eligible  retirement plan or individual  retirement  account or
individual  retirement  annuity,  are subject to a mandatory 20% withholding for
federal income tax. The 20% withholding requirement generally does not apply to:
a) a series of substantially  equal payments made at least annually for the life
or life expectancy of the  participant or joint and last survivor  expectancy of
the participant and a designated  beneficiary,  or distributions for a specified
period  of 10 years or more;  or b)  distributions  which are  required  minimum
distributions;  or c) the portion of the  distributions  not includible in gross
income (i.e. returns of after-tax contributions).  Participants under such plans
should consult their own tax counsel or other tax adviser regarding  withholding
requirements.

TAX TREATMENT OF WITHDRAWALS - NON-QUALIFIED  CONTRACTS.  Section 72 of the Code
governs the treatment of distributions from annuity contracts.  It provides that
if the contract  value  exceeds the  aggregate  contributions  made,  any amount
withdrawn will be treated as coming first from the earnings and then, only after
the  income  portion  is  exhausted,  as coming  from the  principal.  Withdrawn
earnings are includible in gross income.  It further provides that a ten percent
(10%) penalty will apply to the income portion of any distribution. However, the
penalty is not imposed on amounts  received:  (a) after the taxpayer reaches age
59 1/2;  (b)  after the  death of the  Owner;  (c) if the  taxpayer  is  totally
disabled (for this purpose  disability is as defined in Section  72(m)(7) of the
Code);  (d) in a series of substantially  equal periodic  payments made not less
frequently  than annually for the life (or life  expectancy)  of the taxpayer or
for the joint lives (or joint life  expectancies) of the taxpayer and his or her
Beneficiary;  (e) under an  immediate  annuity;  or (f) which are  allocable  to
purchase payments made prior to August 14, 1982.

The above information does not apply to Qualified Contracts.  However,  separate
tax withdrawal penalties and restrictions may apply to such Qualified Contracts.
(See "Tax Treatment of Withdrawals - Qualified Contracts," below.)

QUALIFIED  PLANS.  The Contracts  offered by this Prospectus may also be used as
Qualified  Contracts.  The following  discussion  of Qualified  Contracts is not
exhaustive  and is for  general  informational  purposes  only.  The  tax  rules
regarding   Qualified  Contracts  are  very  complex  and  will  have  differing
applications  depending on individual  facts and  circumstances.  Each purchaser
should obtain competent tax advice prior to purchasing Qualified Contracts.

Qualified Contracts include special provisions  restricting  Contract provisions
that may  otherwise be available  as  described in this  Prospectus.  Generally,
Qualified Contracts are not transferable except upon surrender or annuitization.

On July 6, 1983,  the Supreme  Court decided in Arizona  Governing  Committee v.
Norris that optional  annuity  benefits  provided  under an employer's  deferred
compensation  plan could not,  under Title VII of the Civil  Rights Act of 1964,
vary between men and women.  Qualified  Contracts  will utilize  annuity  tables
which do not differentiate on the basis of sex. Such annuity tables will also be
available for use in connection with certain non-qualified deferred compensation
plans.

Section  408(b) of the Code permits  eligible  individuals  to  contribute to an
individual  retirement  program  known  as an  "Individual  Retirement  Annuity"
("IRA"). Under applicable limitations,  certain amounts may be contributed to an
IRA which will be deductible from the individual's gross income.  These IRAs are
subject  to  limitations  on  eligibility,  contributions,  transferability  and
distributions. (See "Tax Treatment of Withdrawals - Qualified Contracts" below.)
Under  certain  conditions,  distributions  from other IRAs and other  Qualified
Plans may be rolled over or  transferred  on a  tax-deferred  basis into an IRA.
Sales of Contracts for use with IRAs are subject to special requirements imposed
by the Code, including the requirement that certain informational  disclosure be
given to persons  desiring to  establish an IRA.  Purchasers  of Contracts to be
qualified as Individual  Retirement Annuities should obtain competent tax advice
as to the tax treatment and suitability of such an investment.

TAX TREATMENT OF WITHDRAWALS - QUALIFIED CONTRACTS.  In the case of a withdrawal
under a Qualified Contract, a ratable portion of the amount received is taxable,
generally based on the ratio of the individual's  cost basis to the individual's
total  accrued  benefit  under the  retirement  plan.  Special  tax rules may be
available for certain distributions from a Qualified Contract.  Section 72(t) of
the Code  imposes a 10% penalty tax on the taxable  portion of any  distribution
from qualified retirement plans,  including Contracts issued and qualified under
Code Section 408(b) (Individual Retirement Annuities). To the extent amounts are
not  includible in gross income  because they have been rolled over to an IRA or
to another  eligible  qualified  plan,  no tax penalty will be imposed.  The tax
penalty will not apply to the following  distributions:  (a) if  distribution is
made on or after  the date on which  the  Owner  or  Annuitant  (as  applicable)
reaches age 59 1/2; (b)  distributions  following the death or disability of the
Owner or Annuitant (as applicable) (for this purpose disability is as defined in
Section 72(m)(7) of the Code); (c) distributions  that are part of substantially
equal periodic  payments made not less frequently than annually for the life (or
life  expectancy)  of the Owner or Annuitant (as  applicable) or the joint lives
(or joint life  expectancies) of such Owner or Annuitant (as applicable) and his
or her designated Beneficiary;  (d) distributions made to the Owner or Annuitant
(as  applicable)  to the  extent  such  distributions  do not  exceed the amount
allowable as a deduction  under Code  Section 213 to the Owner or Annuitant  (as
applicable)  for amounts paid during the taxable year for medical care;  and (e)
distributions from an Individual  Retirement Annuity for the purchase of medical
insurance (as described in Section 213 (d) (1) (D) of the Code) for the Owner or
Annuitant (as  applicable)  and his or her spouse and dependents if the Owner or
Annuitant (as applicable) has received unemployment compensation for at least 12
weeks.  This  exception  will no longer apply after the Owner or  Annuitant  (as
applicable) has been re-employed for at least 60 days.

Generally, distributions from a qualified plan must commence no later than April
1 of the calendar year,  following the year in which the employee attains age 70
1/2.  Required  distributions  must be over a  period  not  exceeding  the  life
expectancy  of the  individual  or the joint lives or life  expectancies  of the
individual  and  his or her  designated  beneficiary.  If the  required  minimum
distributions  are not made,  a 50%  penalty tax is imposed as to the amount not
distributed.

                              FINANCIAL STATEMENTS

Financial  statements of the Company and the Separate Account have been included
in the Statement of Additional Information.

                                LEGAL PROCEEDINGS

There are no material pending legal  proceedings to which the Separate  Account,
the Distributor or the Company is a party.

                            TABLE OF CONTENTS OF THE
                       STATEMENT OF ADDITIONAL INFORMATION

            ITEM                                                            PAGE

            Company.........................................................   3

            Experts.........................................................   3

            Legal Opinions..................................................   3

            Distributor.....................................................   3

            Yield Calculation for the Salomon Money Market Sub-Account......   3

            Performance Information.........................................   4

            Annuity Provisions..............................................   6

            Financial Statements............................................   7



                                    APPENDIX


The purpose of the Examples  below is to  demonstrate  how the death  benefit is
calculated.


DEATH BENEFIT

EXAMPLE A - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TWO

Example A assumes the following:

   (1)   A Contribution of $10,000 was made for the Contract.
   (2)   Owner dies at Age 65 during the second Contract Year.
   (3)   The Contract Value at death was $12,000.
   (4)   No withdrawals have been made.

The following applies to this Example:

   (a)   Adjusted Contributions equal $10,000, since there were no withdrawals.
   (b)   No seventh year  stepped-up  death  benefit is available  because death
         occurred prior to the seventh year Contract Anniversary.
   (c)   Contract Value is $12,000 and therefore greater than Adjusted 
         Contributions.
   (d)   The death benefit is $12,000.

EXAMPLE B - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TWO

This Example is based on the same  assumptions  as Example A except that in this
Example the Contract Value at death is $9,500.

The following applies to this Example:

   (a)   The Adjusted Contributions are greater than the Contract Value.
   (b)   The death benefit is $10,000.

EXAMPLE C - OWNER AGE 65 AT DEATH; DIES DURING CONTRACT YEAR TEN

Example C assumes the following:

   (1)   A single Contribution of $10,000 was made to the Contract.
   (2)   Owner dies at Age 65 during the tenth Contract Year.
   (3)   The Contract Value on the seventh Contract Anniversary was $18,000.
   (4)   The Contract Value at death was $17,000.
   (5)   A gross  withdrawal  of $1,500 was made in the sixth  Contract  Year at
         which time the Contract  Value was $15,000  before the  withdrawal  was
         made.

The following applies to this Example:

   (a)   Adjusted  Contributions  are  equal  to  $9,000.  (At  the  time of the
         withdrawal the Contract Value was reduced by 10% ($1,500/$15,000 = .10)
         therefore,  Adjusted  Contributions  are  reduced  by  10%  ($10,000  -
         ($10,000 x .10) = $9,000).
   (b)   Contract  Value  on the  seventh  Contract  Anniversary  ($18,000)  was
         greater  than that on the death of Owner  ($17,000)  and  greater  than
         Adjusted Contributions ($9,000).
   (c)   The death benefit is $18,000.

EXAMPLE D - OWNER AGE 87 AT DEATH; DIES DURING CONTRACT YEAR TWO

This  Example  is based on the same  assumptions  as  Example  A except  in this
Example the Owner is Age 87 at death.

The following applies to this Example:

    (a)  Since the Owner was beyond Age 80, the death benefit will be limited to
         the Contract Value.
    (b)  The death benefit is $12,000.









                                  [Back Cover]




                                Distributed by:
                 London Pacific Financial & Insurance Services
                           1755 Creekside Oaks Drive
                              Sacramento, CA 95833


                                   Issued by:

                  [London Pacific Life & Annuity Company Logo}

                                  Home Office:
                             3109 Poplarwood Court
                         Raleigh, North Carolina 27604
                                 (919) 790-2243

                            Annuity Service Center:
                                 P.O. Box 29564
                         Raleigh, North Carolina 27626
                                 (800) 852-3152


1009                                                               5/97




                      STATEMENT OF ADDITIONAL INFORMATION

           INDIVIDUAL FIXED AND VARIABLE DEFERRED ANNUITY CONTRACTS
                          WITH FLEXIBLE CONTRIBUTIONS

                                   ISSUED BY

                           LPLA SEPARATE ACCOUNT ONE

                                      AND

                     LONDON PACIFIC LIFE & ANNUITY COMPANY



THIS  IS  NOT A PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE
READ  IN CONJUNCTION WITH THE PROSPECTUS DATED MAY 1, 1997, FOR THE INDIVIDUAL
FIXED  AND  VARIABLE  DEFERRED  ANNUITY  CONTRACTS WITH FLEXIBLE CONTRIBUTIONS
WHICH  ARE  REFERRED  TO  HEREIN.

THE  PROSPECTUS  CONCISELY  SETS FORTH INFORMATION FOR A PROSPECTIVE INVESTOR.
FOR  A  COPY  OF  THE PROSPECTUS CALL OR WRITE THE COMPANY AT: P.O. BOX 29564,
RALEIGH,  NORTH  CAROLINA  27626;  (800)  852-3152.



   THIS  STATEMENT  OF  ADDITIONAL  INFORMATION  IS  DATED  MAY  1,  1997.

                               TABLE OF CONTENTS

                                                                        PAGE

Company...................................................................3

Experts...................................................................3

Legal  Opinions..........................................................3

Distributor..............................................................3

Yield  Calculation  for  the  Salomon  Money  Market  Sub-Account........3

Performance  Information.................................................4

Annuity  Provisions......................................................6

Financial  Statements....................................................6



                                    COMPANY

Information  regarding  London  Pacific Life & Annuity Company (the "Company")
and  its  ownership  is  contained  in  the  Prospectus.

The  Company  contributed  the  initial capital to the Separate Account. As of
April  1,  1997,  the  initial  capital contributed by the Company represented
approximately  17.0%  of the total assets of the Separate Account. The Company
currently  intends  to  remove  these  assets  from  the Separate Account on a
pro-rata  basis  in  proportion  to  money invested in the Separate Account by
Owners.

                                    EXPERTS

The  financial  statements of the Company as of December 31, 1996 and 1995 and
for  each  of  the  three years in the period ended December 31, 1996, and the
financial  statements  of the Separate Account for the period from January 31,
1996  (commencement  of  operations)  to  December  31, 1996, included in this
Statement  of  Additional Information have been so included in reliance on the
reports  of  Price  Waterhouse  LLP,  independent  accountants,  given  on the
authority  of  said  firm  as  experts  in  auditing  and  accounting.

                                LEGAL OPINIONS

Legal  matters  in  connection  with  the Contracts described herein are being
passed  upon  by  the law firm of Blazzard, Grodd & Hasenauer, P.C., Westport,
Connecticut.

                                  DISTRIBUTOR

London  Pacific  Financial  and  Insurance  Services  acts as the distributor.
London  Pacific  Financial  and  Insurance  Services  is  an  affiliate of the
Company.  The  offering  is  on  a  continuous  basis.

          YIELD CALCULATION FOR THE SALOMON MONEY MARKET SUB-ACCOUNT

The  Salomon  Money  Market Sub-Account of the Separate Account will calculate
its  current yield based upon the seven days ended on the date of calculation.
The Company does not currently advertise any yield information for the Salomon
Money  Market  Sub-Account.

The current yield of the Salomon Money Market Sub-Account is computed daily by
determining  the  net  change (exclusive of capital changes) in the value of a
hypothetical  pre-existing  Owner account having a balance of one Accumulation
Unit  of  the  Sub-Account  at  the  beginning  of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge  and  the  Contract  Maintenance Charge, dividing the difference by the
value  of  the Owner account at the beginning of the same period to obtain the
base  period  return  and  multiplying  the  result  by  (365/7).

The  Salomon Money Market Sub-Account computes its effective compound yield by
determining  the  net  changes (exclusive of capital change) in the value of a
hypothetical  pre-existing  Owner account having a balance of one Accumulation
Unit  of  the  Sub-Account  at  the  beginning  of the period, subtracting the
Mortality and Expense Risk Charge, the Administrative Charge, the Distribution
Charge  and the Contract Maintenance Charge and dividing the difference by the
value  of  the Owner account at the beginning of the base period to obtain the
base  period  return, and then compounding the base period return by adding 1,
raising  the  sum to a power equal to 365 divided by 7, and subtracting 1 from
the  result,  according  to  the  following  formula: Effective Yield = ((Base
Period  Return  +1) 365/7)-1. The current and the effective yields reflect the
reinvestment  of  net  income  earned  daily  on  the  Salomon  Money  Market
Sub-Account's  assets.

Net  investment  income  for  yield quotation purposes will not include either
realized capital gains and losses or unrealized appreciation and depreciation,
whether  reinvested  or  not.

The  yields  quoted  should not be considered a representation of the yield of
the  Salomon  Money  Market  Sub-Account  in the future since the yield is not
fixed.  Actual yields will depend not only on the type, quality and maturities
of the investments held by the Salomon Money Market Sub-Account and changes in
the  interest  rates  on  such investments, but also on changes in the Salomon
Money  Market  Sub-Account's  expenses  during  the  period.

Yield  information  may  be useful in reviewing the performance of the Salomon
Money  Market  Sub-Account and for providing a basis for comparison with other
investment alternatives. However, the Salomon Money Market Sub-Account's yield
fluctuates,  unlike  bank  deposits or other investments which typically pay a
fixed  yield  for  a  stated  period  of  time.

                            PERFORMANCE INFORMATION

From  time to time, the Company may advertise performance data as described in
the  Prospectus.  Any such advertisement will include total return figures for
the  time  periods  indicated  in the advertisement. Such total return figures
will  reflect  the  deduction  of a 1.25% Mortality and Expense Risk Charge, a
 .15%  Administrative  Charge,  a  .10%  Distribution  Charge,  the  investment
advisory  fee  and  expenses for the underlying Portfolio being advertised and
any  applicable  Contract  Maintenance  Charge.

The  hypothetical value of a Contract purchased for the time periods described
in  the advertisement will be determined by using the actual Accumulation Unit
values  for  an  initial $1,000 purchase payment, and deducting any applicable
Contract  Maintenance  Charge  to arrive at the ending hypothetical value. The
average annual total return is then determined by computing the fixed interest
rate  that  a  $1,000 purchase payment would have to earn annually, compounded
annually,  to  grow  to  the hypothetical value at the end of the time periods
described.  The  formula  used  in  these  calculations  is:

                                     n
                             P  (1+T)  =  ERV

<TABLE>
<CAPTION>
<S>      <C>
Where:
   P  =  a hypothetical initial payment of $1,000
   T  =  average annual total return
   n  =  number of years
 ERV  =  ending redeemable value at the end of the time periods used (or
         fractional portion thereof) of a hypothetical $1,000 payment
         made at the beginning of the time periods used.
</TABLE>



In addition to total return data, the Company may include yield information in
its  advertisements. For each Sub-Account (other than the Salomon Money Market
Sub-Account)  for which the Company will advertise yield, it will show a yield
quotation  based  on  a  30 day (or one month) period ended on the date of the
most recent balance sheet of the Separate Account included in the registration
statement,  computed  by  dividing  the net investment income per Accumulation
Unit  earned  during  the period by the maximum offering price per Unit on the
last  day  of  the  period,  according  to  the  following  formula:

                                                 6
                     Yield  =  2  [(  a-b  +  1)    -  1]
                                      ----
                                       cd

<TABLE>
<CAPTION>
<S>     <C>  <C>
Where:

        a =  Net investment income earned during the period by the Portfolio
             attributable to shares owned by the Sub-Account.

        b =  Expenses accrued for the period (net of reimbursements).

        c =  The average daily number of Accumulation Units outstanding
             during the period.

        d =  The maximum offering price per Accumulation Unit on the
             last day of the period.
</TABLE>



The  Company  may  also  advertise performance data which may be computed on a
different  basis  which  may not include certain charges. If such charges were
deducted,  the  performance  would  be  lower.

Owners  should  note  that  the  investment  results  of each Sub-Account will
fluctuate over time, and any presentation of the Sub-Account's total return or
yield  for  any period should not be considered as a representation of what an
investment  may  earn  or  what an Owner's total return or yield may be in any
future  period.

                              ANNUITY PROVISIONS

Variable  Annuity  Payments reflect the investment performance of the Separate
Account  in  accordance  with the allocation of the Adjusted Contract Value to
the  Sub-Accounts during the Annuity Period. Annuity Payments also depend upon
the  Age  of  the  Annuitant  and any Joint Annuitant and the assumed interest
factor  utilized.   The Annuity Table used will depend upon the Annuity Option
chosen.    The  dollar amount of Variable Annuity Payments for each applicable
Sub-Account after the first Variable Annuity Payment is determined as follows:

     1.  The dollar amount of the first Variable Annuity Payment is divided by
the value of an Annuity Unit for each applicable Sub-Account as of the Annuity
Date.  This  sets the number of Annuity Units for each monthly payment for the
applicable  Sub-Account.  The number of Annuity Units remains fixed during the
Annuity  Period.

    2.  The  fixed  number of Annuity Units per payment in each Sub-Account is
multiplied  by  the  Annuity  Unit  Value  for  that  Sub-Account for the last
Valuation  Period  of  the  month preceding the month for which the payment is
due.  This  result  is  the  dollar  amount of the payment for each applicable
Sub-Account.

The  total  dollar  amount  of each Variable Annuity Payment is the sum of all
Sub-Account Variable Annuity Payments reduced by the applicable portion of the
Contract  Maintenance  Charge.

ANNUITY  UNIT

The value of any Annuity Unit for each Sub-Account of the Separate Account was
arbitrarily  set  initially  at  $10.

The  Sub-Account  Annuity  Unit  Value  at the end of any subsequent Valuation
Period  is  determined  as  follows:

     1.    The  Net  Investment  Factor  for  the  current Valuation Period is
multiplied  by  the  value  of  the  Annuity  Unit for the Sub-Account for the
immediately  preceding Valuation Period. The Net Investment Factor is equal to
the  Accumulation  Unit  Value for the current Valuation Period divided by the
Accumulation  Unit  Value  for  the  immediately  preceding  Valuation Period.

     2.  The  result  in  (1)  is  then divided by the Assumed Investment Rate
Factor  which  equals  1.00 plus the Assumed Investment Rate for the number of
days  since the preceding Valuation Date. The Assumed Investment Rate is equal
to  an  effective  annual  rate  of  4%.

The value of an Annuity Unit may increase or decrease from Valuation Period to
Valuation  Period.

(See  "Annuity  Provisions"  in  the  Prospectus.)

                             FINANCIAL STATEMENTS

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



                           LPLA SEPARATE ACCOUNT ONE

                             FINANCIAL STATEMENTS

                                   CONTENTS





Audited  Financial  Statements


Statement  of  Assets  and  Liabilities......... 1
Statement  of  Operations....................... 2
Statement  of  Changes  in  Net  Assets......... 3
Notes  to  Financial  Statements................ 4
Report  of  Independent  Accountants............ 8





                           LPLA SEPARATE ACCOUNT ONE

                      STATEMENT OF ASSETS AND LIABILITIES

                               DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S>                                    <C>           <C>           <C>            <C>           <C>             <C>
                                                                                  Salomon       Strong          
                                                     MFS Total     Salomon U.S.   Money         International   Strong
                                       MAS Value     Return        Quality Bond   Market        Stock           Growth
ASSETS                                 Sub-Account   Sub-Account   Sub-Account    Sub-Account   Sub-Account     Sub-Account
                                       ------------  ------------  -------------  ------------  --------------  ------------

Investments in the LPT
Variable Insurance Trust,
at value (Note 3)                      $    766,457  $  1,046,614  $     926,451  $    417,951  $      565,195  $    722,959
                                       ------------  ------------  -------------  ------------  --------------  ------------

Total Assets                           $    766,457  $  1,046,614  $     926,451  $    417,951  $      565,195  $    722,959
                                       ------------  ------------  -------------  ------------  --------------  ------------

LIABILITIES

Accrued expenses payable to
London Pacific Life & Annuity
 Company  (Note 4)                               22            32             31            16              15            17
Amounts retained by London Pacific
 Life & Annuity Co. in LPLA Separate
 Account One
(Note 7)                                    153,196       139,219        127,999       130,261         133,139       160,583
                                       ------------  ------------  -------------  ------------  --------------  ------------

TOTAL LIABILITIES                           153,218       139,251        128,030       130,277         133,154       160,600
                                       ------------  ------------  -------------  ------------  --------------  ------------

Net Assets Attributable to
Contract Owners                        $    613,239  $    907,363  $     798,421  $    287,674  $      432,041  $    562,359
                                       ============  ============  =============  ============  ==============  ============

UNIT VALUE                             $      12.12  $      11.03  $       10.15  $      10.36  $        10.58  $      12.62
                                       ============  ============  =============  ============  ==============  ============

Units Outstanding                            50,583        82,279         78,700        27,763          40,840        44,555
                                       ============  ============  =============  ============  ==============  ============




<S>                                    <C>           <C>
                                       Berkeley      Lexington
                                       Smaller       Corporate
                                       Companies     Leaders
ASSETS                                 Sub-Account   Sub-Account
                                       ------------  ------------

Investments in the LPT
Variable Insurance Trust,
at value (Note 3)                      $    674,793  $    489,190
                                       ------------  ------------

Total Assets                           $    674,793  $    489,190
                                       ------------  ------------

LIABILITIES

Accrued expenses payable to
London Pacific Life & Annuity
 Company  (Note 4)                               17            13
Amounts retained by London Pacific
 Life & Annuity Co. in LPLA Separate
 Account One
(Note 7)                                    131,253       144,672
                                       ------------  ------------

TOTAL LIABILITIES                           131,270       144,685
                                       ------------  ------------

Net Assets Attributable to
Contract Owners                        $    543,523  $    344,505
                                       ============  ============

UNIT VALUE                             $      10.35  $      11.51
                                       ============  ============

Units Outstanding                            52,516        29,933
                                       ============  ============
</TABLE>

                       See Notes to Financial Statements




                          LPLA SEPARATE ACCOUNT ONE
                            STATEMENT OF OPERATIONS
         FOR THE PERIOD JANUARY 31, 1996 (COMMENCEMENT OF OPERATIONS)
                             TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S>                                 <C>           <C>           <C>            <C>             <C>             <C>
                                                                                               Strong          
                                                  MFS Total     Salomon U.S.   Salomon Money   International   Strong
                                    MAS Value     Return        Quality Bond   Market          Stock           Growth
INCOME AND EXPENSES                 Sub-Account   Sub-Account   Sub-Account    Sub-Account     Sub-Account     Sub-Account
                                    ------------  ------------  -------------  --------------  --------------  -------------
Income:
  Dividends from the LPT Variable
  Insurance Series Trust            $     19,181  $     15,103  $      37,717  $       15,124  $        2,659  $     38,140 

Expenses:
  Mortality and other expense
  charges (Note 4)                         1,620         2,240          5,845           1,903           1,726         1,160 
                                    ------------  ------------  -------------  --------------  --------------  -------------

Net investment income                     17,561        12,863         31,872          13,221             933        36,980 
                                    ------------  ------------  -------------  --------------  --------------  -------------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS.

Net realized gain on sales of
investments                                   29             2            102               0              75           551 
                                    ------------  ------------  -------------  --------------  --------------  -------------

Net unrealized appreciation
(depreciation) on investments
  Beginning of period                          0             0              0               0               0             0 
  End of period                           40,172        19,948            646               0           2,107        (5,660)
                                    ------------  ------------  -------------  --------------  --------------  -------------
  Net unrealized appreciation
  (depreciation) during period            40,172        19,948            646               0           2,107        (5,660)
                                    ------------  ------------  -------------  --------------  --------------  -------------

NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS                     40,201        19,950            748               0           2,182        (5,109)
                                    ------------  ------------  -------------  --------------  --------------  -------------

Net Increase (Decrease) in Net
Assets Resulting from Operations    $     57,762  $     32,813  $      32,620  $       13,221  $        3,115  $     31,871 
                                    ============  ============  =============  ==============  ==============  =============



<S>                                 <C>            <C>
                                    Berkeley       Lexington
                                    Smaller        Corporate
                                    Companies      Leaders
INCOME AND EXPENSES                 Sub-Account    Sub-Account
                                    -------------  ------------
Income:
  Dividends from the LPT Variable
  Insurance Series Trust            $    112,982   $      4,264

Expenses:
  Mortality and other expense
  charges (Note 4)                         1,558            672
                                    -------------  ------------

Net investment income                    111,424          3,592
                                    -------------  ------------

REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS.

Net realized gain on sales of
investments                                   85              4
                                    -------------  ------------

Net unrealized appreciation
(depreciation) on investments
  Beginning of period                          0              0
  End of period                         (142,697)        24,589
                                    -------------  ------------
  Net unrealized appreciation
  (depreciation) during period          (142,697)        24,589
                                    -------------  ------------

NET REALIZED AND UNREALIZED GAIN
(LOSS) ON INVESTMENTS                   (142,612)        24,593
                                    -------------  ------------

Net Increase (Decrease) in Net
Assets Resulting from Operations        ($31,188)  $     28,185
                                    =============  ============
</TABLE>

                       See Notes to Financial Statements
                                      



                           LPLA SEPARATE ACCOUNT ONE
                      STATEMENT OF CHANGES IN NET ASSETS
         FOR THE PERIOD JANUARY 31, 1996 (COMMENCEMENT OF OPERATIONS)
                             TO DECEMBER 31, 1996

<TABLE>
<CAPTION>
<S>                                     <C>            <C>            <C>             <C>            <C>
                                                                                      Salomon        Strong
                                                       MFS Total      Salomon U.S.    Money          International
                                        MAS Value      Return         Quality Bond    Market         Stock
INCREASE(DECREASE) IN NET               Sub-Account    Sub-Account    Sub-Account     Sub-Account    Sub-Account
                                        -------------  -------------  --------------  -------------  ---------------
  ASSETS FROM OPERATIONS
  Net investment income                 $     17,561   $     12,863   $      31,872   $     13,221   $          933 
  Net realized gain on sales                      29              2             102              0               75 
  Net unrealized appreciation
  (depreciation) during the period            40,172         19,948             646              0            2,107 
                                        -------------  -------------  --------------  -------------  ---------------

Net increase (decrease) in net
  Assets resulting from operations            57,762         32,813          32,620         13,221            3,115 
                                        -------------  -------------  --------------  -------------  ---------------

CONTRACT RELATED TRANSACTIONS:
  Transfers in from net premiums             286,034        414,918          95,545      2,841,064          155,627 
  Transfers out from contract related
  transactions                                  (357)        (3,655)         (3,368)             0           (1,948)
  Transfers between Separate Account
  investment portfolios                      297,996        477,506         676,623     (2,561,350)         283,386 
                                        -------------  -------------  --------------  -------------  ---------------

Net increase in net assets resulting
  from contract related transactions         583,673        888,769         768,800        279,714          437,065 
                                        -------------  -------------  --------------  -------------  ---------------

INITIAL CONTRIBUTION BY LONDON
  PACIFIC LIFE & ANNUITY COMPANY             125,000        125,000         125,000        125,000          125,000 

Change in amount retained by London
Pacific Life & Annuity Company in
LPLA Separate Account One  (Note 7)         (153,196)      (139,219)       (127,999)      (130,261)         133,139)
                                        -------------  -------------  --------------  -------------  ---------------

INCREASE IN NET ASSETS                       613,239        907,363         798,421        287,674          432,041 

NET ASSETS, BEGINNING OF PERIOD                    0              0               0              0                0 
                                        -------------  -------------  --------------  -------------  ---------------

NET ASSETS, END OF PERIOD               $    613,239   $    907,363   $     798,421   $    287,674   $      432,041 
                                        =============  =============  ==============  =============  ===============



<S>                                     <C>            <C>            <C>
                                                       Berkeley       Lexington
                                        Strong         Smaller        Corporate
                                        Growth         Companies      Leaders
INCREASE(DECREASE) IN NET               Sub-Account    Sub-Account    Sub-Account
                                        -------------  -------------  -------------
  ASSETS FROM OPERATIONS
  Net investment income                 $     36,980   $    111,424   $      3,592 
  Net realized gain on sales                     551             85              4 
  Net unrealized appreciation
  (depreciation) during the period            (5,660)      (142,697)        24,589 
                                        -------------  -------------  -------------

Net increase (decrease) in net
  Assets resulting from operations            31,871        (31,188)        28,185 
                                        -------------  -------------  -------------

CONTRACT RELATED TRANSACTIONS:
  Transfers in from net premiums             227,819        246,768        187,429 
  Transfers out from contract related
  transactions                                (2,879)        (1,896)           (53)
  Transfers between Separate Account
  investment portfolios                      341,131        336,092        148,616 
                                        -------------  -------------  -------------

Net increase in net assets resulting
  from contract related transactions         566,071        580,964        335,992 
                                        -------------  -------------  -------------

INITIAL CONTRIBUTION BY LONDON
  PACIFIC LIFE & ANNUITY COMPANY             125,000        125,000        125,000 

Change in amount retained by London
Pacific Life & Annuity Company in
LPLA Separate Account One  (Note 7)         (160,583)      (131,253)      (144,672)
                                        -------------  -------------  -------------

INCREASE IN NET ASSETS                       562,359        543,523        344,505 

NET ASSETS, BEGINNING OF PERIOD                    0              0              0 
                                        -------------  -------------  -------------

NET ASSETS, END OF PERIOD               $    562,359   $    543,523   $    344,505 
                                        =============  =============  =============
</TABLE>

                       See Notes to Financial Statements



                                      
                           LPLA SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996


NOTE  1  -  ORGANIZATION

LPLA  Separate  Account  One  ("Separate  Account")  is  a separate investment
account  of  London  Pacific Life & Annuity Company ("Company").  The Separate
Account  was  established on November 23, 1994 under the insurance laws of the
State  of  North Carolina for the purpose of issuing flexible payment variable
annuity  contracts.   Under North Carolina's insurance laws, the assets of the
Separate  Account  are  clearly  identified  and  distinguished from the other
assets and liabilities of the Company.  The Separate Account cannot be charged
with  liabilities  arising  out  of  any  other  business  of  the  Company.

The Separate Account is a unit investment trust registered with the Securities
and  Exchange  Commission  under the Investment Company Act of 1940.  Contract
owners  may  allocate  their  account  values  to  one or more of the Separate
Account's  investment  Sub-Accounts.   Funds of the investment Sub-Accounts of
the  Separate  Account  are invested exclusively in a corresponding investment
portfolio  of  the  LPT  Variable  Insurance Series Trust ("Trust") managed by
LPIMC  Insurance Marketing Services ("LPIMC"), a registered investment advisor
and  a  wholly-owned  subsidiary  of  the  Company.

NOTE  2  -  SIGNIFICANT  ACCOUNTING  POLICIES

The  following  is  a  summary of significant accounting policies which are in
conformity with generally accepted accounting principles consistently followed
by  the  Separate Account in the preparation of its financial statements.  The
preparation  of  financial  statements  in  conformity with generally accepted
accounting  principles  requires  management to make estimates and assumptions
that  affect the reported amounts of assets and liabilities at the date of the
financial  statements and the reported amounts of revenues and expenses during
the  reported  period.    Actual  results  could  differ from those estimates.

INVESTMENTS  -  Security  transactions  are  recorded  on  the  trade  date.
Investments  held  by  the  Sub-Accounts are stated at the net asset value per
share of the respective investment portfolio of the Trust.  Realized gains and
losses  on  sales of shares of the Trust are determined based on the first-in,
first-out  method.    Dividends and capital gain distributions are recorded on
the ex-dividend date and are reinvested in additional shares of the respective
investment  portfolio  of  the  Trust.

FEDERAL  INCOME TAXES - Operations of the Separate Account are included in the
income  tax  return of the Company, which is taxed as a life insurance company
under  the Internal Revenue Code.  The Separate Account will not be taxed as a
registered  investment  company  under  Sub-Chapter  M of the Internal Revenue
Code.    Under  existing  federal  income tax law, no taxes are payable on the
investment  income  or  on  the  capital  gains  of  the  Separate  Account.




                           LPLA SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

NOTE  3  -  INVESTMENTS

The  number  of shares owned, aggregate cost, and net asset value per share of
each  Sub-Account's  investment  in  the  Trust  at  December 31, 1996 were as
follows:

<TABLE>
<CAPTION>
_______________________________________________________________________________
                                        Portfolio Information


                             Number of        Aggregate            Net Asset
Investment Sub-Account        Shares             Cost           Value Per Share
________________________________________________________________________________
<S>                          <C>        <C>                     <C>
MAS Value                       64,647  $              726,285  $          11.86
MFS Total Return                96,012               1,026,666             10.90
Salomon U.S. Quality Bond       94,436                 925,805              9.81
Salomon Money Market           417,951                 417,951              1.00
Strong International Stock      53,401                 563,088             10.58
Strong Growth                   60,664                 728,619             11.92
Berkeley Smaller Companies      78,575                 817,490              8.58
Lexington Corporate Leaders     42,749                 464,601             11.44
</TABLE>

NOTE  4  -  RELATED  PARTY  TRANSACTIONS

The  Company  assesses  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% and .10% per
annum  based  on  the  average  daily  net  assets  of  each  Sub-Account  for
administrative  and  distribution  expenses,  respectively.  These charges are
deducted  from  the  daily  unit value of each Sub-Account but are paid to the
Company  on  a  monthly  basis.

A  contract  maintenance  charge  of  $36  is currently deducted on the policy
anniversary  date  and  upon full surrender of the policy when the accumulated
value  is  $50,000  or  less.

London  Pacific  Financial  and  Insurance  Services   ("LPFIS"), a registered
broker/dealer  and  wholly-owned  subsidiary  of  the  Company,  is  principal
underwriter  and  general distributor of the Separate Account.  LPFIS does not
receive  any  compensation  for  sales  of  the  variable  annuity  contracts.



                           LPLA SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996



NOTE  5  -  CHANGES  IN  UNITS  OUTSTANDING

Changes  in units outstanding for the period January 31, 1996 (commencement of
operations)  to  December  31,  1996  were  as  follows:

<TABLE>
<CAPTION>
Investment Sub-Account       Units Purchased  Units Transferred   Units Redeemed   Net Increase
___________________________ ________________ __________________ _________________ ______________
<S>                          <C>              <C>                 <C>              <C>
MAS Value                             23,988             26,628              (33)        50,583
MFS Total Return                      37,908             44,705             (334)        82,279
Salomon U.S. Quality Bond              9,805             69,231             (336)        78,700
Salomon Money Market                 277,258           (249,495)               0         27,763
Strong International Stock            14,759             26,267             (186)        40,840
Strong Growth                         17,977             26,809             (231)        44,555
Berkeley Smaller Companies            22,713             29,987             (184)        52,516
Lexington Corporate Leaders           16,470             13,468               (5)        29,933
</TABLE>



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 it satisfies the current requirements of
the  regulations,  and  it  intends that the Separate Account will continue to
meet  such  requirements.

NOTE  7  -  AMOUNT  RETAINED  BY  THE  COMPANY

The  amount  retained  by the Company is attributable to the Company's initial
contribution  to  the  Separate Account and the underlying investment results.
The change in this amount arises from that portion, determined ratably, of the
Separate  Account's  investment  results applicable to the net assets owned by
the  Company.  The funds contributed by the Company, as well as any investment
appreciation  or  depreciation,  are  not subject to charges for mortality and
expense  risks,  administration  expenses  and  distribution  expenses.

Amounts  retained by the Company in the Separate Account may be transferred by
the  Company  to  its  General  Account  at  any  time.


                           LPLA SEPARATE ACCOUNT ONE
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996




NOTE  8  -  PURCHASES  AND  SALES  OF  SECURITIES

Cost  of purchases and proceeds from sales of the Trust shares by the Separate
Account  during  the  year  ended  December  31,  1996  were  as  follows:

<TABLE>
<CAPTION>
Investment Sub-Account       Purchases     Sales
___________________________ ___________ ___________
<S>                          <C>         <C>
MAS Value                    $  726,613  $      357
MFS Total Return              1,026,717          53
Salomon U.S. Quality Bond       980,727      55,024
Salomon Money Market          2,853,937   2,435,986
Strong International Stock      564,621       1,608
Strong Growth                   730,723       2,655
Berkeley Smaller Companies      819,174       1,769
Lexington Corporate Leaders     464,650          53
</TABLE>



                       REPORT OF INDEPENDENT ACCOUNTANTS



To  the  Board  of  Directors  of  London  Pacific  Life  &  Annuity
Company  and  Contract  Owners  of  LPLA  Separate  Account  One

In  our  opinion, the accompanying statement 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
(MAS Value, MFS Total Return, Salomon U.S. Quality Bond, Salomon Money Market,
Strong  International  Stock,  Strong  Growth,  Berkeley Smaller Companies and
Lexington  Corporate  Leaders)  constituting  LPLA  Separate  Account  One  at
December  31, 1996, the results of each of their operations and the changes in
each  of  their  net  assets  for  the  period  indicated,  in conformity with
generally  accepted accounting principles.  These financial statements are the
responsibility  of  London  Pacific  Life  & 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, 1996 by correspondence with
the  Trust,  provide  a  reasonable  basis  for  the  opinion expressed above.



PRICE  WATERHOUSE  LLP
Boston,  Massachusetts

February  18,  1997




LONDON PACIFIC LIFE
& ANNUITY COMPANY

(A wholly-owned subsidiary
of London Pacific Group
Limited)

STATUTORY BASIS FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994



                      London Pacific Life & Annuity Company

           (A wholly-owned subsidiary of London Pacific Group Limited)

                      Statutory Basis Financial Statements

                  Years ended December 31, 1996, 1995 and 1994

                                    CONTENTS

Report of Independent Accountants...........................................   1

AUDITED FINANCIAL STATEMENTS

Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus...   3

Statutory Statements of Operations..........................................   4

Statutory Statements of Changes in Capital and Surplus.....................    5

Statutory Statements of Cash Flows.........................................  6-7

Notes to Statutory Financial Statements.................................... 8-19






                        Report of Independent Accountants

February 3, 1997

To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company

(A wholly-owned subsidiary of London Pacific Group Limited)

We have  audited the  accompanying  statutory  statements  of  admitted  assets,
liabilities,  capital and surplus of London  Pacific  Life & Annuity  Company (a
wholly-owned subsidiary of London Pacific Group Limited) as of December 31, 1996
and 1995,  and the related  statutory  statements of  operations,  of changes in
capital and surplus, and of cash flows for each of the three years in the period
ended December 31, 1996. 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 in Note 1,  these financial statements were prepared in conformity
with accounting  practices  prescribed or permitted by  the  North  Carolina
Department of Insurance, which practices differ from generally accepted 
accounting principles.  Accordingly, the financial statements are not intended
to represent a  presentation in accordance with 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.



To the Board of Directors and Shareholder of
London Pacific Life & Annuity Company

Page 2
February 3, 1997

In our opinion, the financial statements referred to above (1) do not present
fairly  in  conformity  with  generally accepted accounting principles, the
financial position of London Pacific Life & Annuity Company at December 31, 
1996 and 1995, or the results of its operations or its cash flows for each of 
the three years in the period ended December 31, 1996 because of the effects of
the variances between the statutory basis of accounting and generally accepted
accounting principles referred to in the third paragraph of this report and (2)
do present fairly, in all material respects, its financial position and the 
results of its operations and its cash flows, on the basis of accounting
described in Note 1.



/s/ PRICE WATERHOUSE LLP
_________________________



<TABLE>
<CAPTION>
LONDON  PACIFIC  LIFE  &  ANNUITY  COMPANY
(A  wholly-owned  subsidiary  of  London  Pacific  Group  Limited)

STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES, CAPITAL AND SURPLUS
__________________________________________________________________________________________

                                                                    DECEMBER  31,
                                                                    _____________
<S>                                                        <C>             <C>
                                                                     1996            1995 
                                                           --------------  ---------------

ASSETS
Investments:
Bonds                                                      $1,142,464,351  $1,057,481,158 
Preferred stock                                                 1,687,616       9,912,720 
Common stock                                                   20,479,485       1,430,013 
Short-term investments                                         88,249,049      69,747,096 
Policy loans                                                    6,294,811       4,455,976 
                                                           --------------  ---------------
Total investments                                           1,259,175,312   1,143,026,963 
                                                           --------------  ---------------
Cash                                                           26,008,933       2,664,850 
                                                           --------------  ---------------
Total cash and investments                                  1,285,184,245   1,145,691,813 

Investment income due and accrued                              12,363,810      17,492,346 
Electronic data processing equipment, net                         358,143         609,886 
Amount due from broker-dealers                                 53,223,692      12,527,500 
Receivable from affiliates                                        138,877       4,608,663 
Other assets                                                    1,037,418       1,741,100 
Separate account assets                                         5,609,610               - 
                                                           --------------  ---------------
Total assets                                               $1,357,915,795  $1,182,671,308 
                                                           ==============  ===============

LIABILITIES, CAPITAL AND SURPLUS
Aggregate reserves for life policies and contracts         $1,097,795,798  $1,066,977,854 
Policy and contract claims                                        382,429         417,570 
Accrued dividends to policyholders                                422,330         527,418 
Interest maintenance reserve                                   11,668,491      10,376,170 
Federal income taxes payable                                    3,998,217       2,007,817 
Remittances and items not allocated                               631,586         219,649 
Asset valuation reserve                                        29,133,762      30,546,857 
Payable to affiliates                                              36,512           3,325 
Amounts due to broker-dealers                                 131,945,347      20,930,752 
Accounts payable, accrued expenses and other liabilities        1,574,699       1,053,398 
Separate account liabilities                                    4,489,291               - 
                                                           --------------  ---------------
Total liabilities                                           1,282,078,462   1,133,060,810 
                                                           --------------  ---------------

Capital and surplus:
Capital stock - $10 par value, 1,000,000 shares
   authorized; 200,000 shares issued and outstanding            2,000,000       2,000,000 
Paid-in and contributed surplus                                70,394,120      48,394,120 
Unassigned surplus (deficit)                                    3,443,213        (783,622)
                                                           --------------  ---------------
Total capital and surplus                                      75,837,333      49,610,498 
                                                           --------------  ---------------
Commitments and contingent liabilities                      
Total liabilities, capital and surplus                     $1,357,915,795  $1,182,671,308 
                                                           ==============  ===============
</TABLE>




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

<TABLE>
<CAPTION>
LONDON  PACIFIC  LIFE  &  ANNUITY  COMPANY
(A  wholly-owned  subsidiary  of  London  Pacific  Group  Limited)

STATUTORY STATEMENTS OF OPERATIONS
____________________________________________________________________________________________________

                                                                    YEAR ENDED DECEMBER  31,
                                                                    ________________________
<S>                                                        <C>           <C>            <C>
                                                                   1996          1995           1994 
                                                           ------------  -------------  -------------

REVENUES
Insurance premiums and annuity
   Considerations                                          $137,499,919  $203,233,606   $210,373,366 
Net investment income                                        91,013,416    88,960,512     79,812,665 
Amortization of interest maintenance reserve                    683,806      (185,844)       945,197 
Net gain from operations from separate account                  120,319             -              - 
Other income                                                    287,470         1,255              - 
                                                           ------------  -------------  -------------
Total revenues                                              229,604,930   292,009,529    291,131,228 
                                                           ------------  -------------  -------------

BENEFITS AND EXPENSES
Policyholder benefits and changes in reserve                196,153,897   256,854,252    256,731,020 
Commissions                                                   8,531,145    14,237,877     22,125,145 
Net transfer to separate account                              4,175,745             -              - 
Other operating expenses                                     12,844,370    10,358,955     10,020,230 
                                                           ------------  -------------  -------------
Total benefits and expenses                                 221,705,157   281,451,084    288,876,395 
                                                           ------------  -------------  -------------

Gain from operations before dividends to
policyholders, federal income taxes and
net realized capital gains (losses)                           7,899,773    10,558,445      2,254,833 

Dividends to policyholders                                      915,864     1,007,373        540,513 
                                                           ------------  -------------  -------------

Gains from operations, before federal income taxes
and net realized capital gains (losses)                       6,983,909     9,551,072      1,714,320 

Federal income tax expense (benefit) (excluding
tax on capital gains)                                           991,257     2,597,127       (961,168)
                                                           ------------  -------------  -------------

Gain from operations before net realized capital
gains (losses)                                                5,992,652     6,953,945      2,675,488 


Net realized capital gains (losses), less capital gains
tax of $4,617,743, $1,931,162 and ($2,174,852)
and excluding $1,976,127, $303,286 and
$2,316,416 transferred to the IMR in 1996, 1995
and 1994, respectively.                                         988,636     3,445,440     (6,538,149)
                                                           ------------  -------------  -------------

Net income (loss)                                          $  6,981,288  $ 10,399,385    ($3,862,661)
                                                           ============  =============  =============
</TABLE>







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


<TABLE>
<CAPTION>
LONDON  PACIFIC  LIFE  &  ANNUITY  COMPANY
(A  wholly-owned  subsidiary  of  London  Pacific  Group  Limited)

STATUTORY STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
_______________________________________________________________________________________________
<S>                                    <C>          <C>           <C>             <C>
                                                    PAID-IN AND
                                       CAPITAL      CONTRIBUTED   UNASSIGNED
                                       STOCK        SURPLUS       SURPLUS         TOTAL
                                       -----------  ------------  --------------  -------------

Balance as of December 31, 1993          2,000,000    33,350,173     10,344,182     45,694,355 

Net loss                                                             (3,862,661)    (3,862,661)

Increase in unrealized capital gains                                  1,726,451      1,726,451 

Increase in non-admitted assets                                        (695,915)      (695,915)

Increase in asset valuation reserve                                 (19,129,023)   (19,129,023)

Capital contributions                                 13,588,397                    13,588,397 
                                         ---------- ------------    ------------  -------------

Balance as of December 31, 1994          2,000,000    46,938,570    (11,616,966)    37,321,604 

Net income                                                           10,399,385     10,399,385 

Increase in unrealized capital gains                                      9,403          9,403 

Decrease in non-admitted assets                                       1,575,841      1,575,841 

Increase in asset valuation reserve                                  (1,151,285)    (1,151,285)

Capital contributions                                  1,455,550                     1,455,550 
                                         ---------- ------------     -----------  -------------

Balance as of December 31, 1995        $ 2,000,000  $ 48,394,120      ($783,622)  $ 49,610,498 

Net income                                                            6,981,288      6,981,288 

Increase in unrealized capital losses                                (4,163,544)    (4,163,544)

Increase in non-admitted assets                                          (4,004)        (4,004)

Decrease in asset valuation reserve                                   1,413,095      1,413,095 

Capital contributions                                 22,000,000                    22,000,000 
                                       -----------  ------------  --------------  -------------

Balance as of December 31, 1996        $ 2,000,000  $ 70,394,120  $   3,443,213   $ 75,837,333 
                                       ===========  ============ ==============   =============
</TABLE>











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


<TABLE>
<CAPTION>
LONDON  PACIFIC  LIFE  &  ANNUITY  COMPANY
(A  wholly-owned  subsidiary  of  London  Pacific  Group  Limited)

STATUTORY STATEMENTS OF CASH FLOWS
________________________________________________________________________________________

                                                         YEAR  ENDED  DECEMBER  31,
<S>                                           <C>            <C>            <C>
                                                      1996           1995           1994
                                              -------------  -------------  ------------
CASH PROVIDED BY:
Premiums and annuity considerations
collected                                     $137,499,919   $203,233,606   $210,357,865
Investment income received (excluding
Realized gains/losses and net of investment
expenses)                                       95,583,016     86,134,922     78,892,896
Other income received                              287,305          1,255        226,807
                                              -------------  -------------  ------------
Total cash provided by operations              233,370,240    289,369,783    289,477,568
                                              -------------  -------------  ------------

CASH USED FOR:
Life and accident and health claims paid           832,760      1,213,526        210,886
Surrender benefits and other fund
withdrawals paid                               110,213,086     81,936,665     66,245,808
Other benefits to policyholders paid            54,325,262     51,869,119     42,541,134
                                              -------------  -------------  ------------
                                               165,371,108    135,019,310    108,997,828
                                              -------------  -------------  ------------
Commissions and other expenses paid             20,570,531     24,913,719     34,449,032
                                              -------------  -------------  ------------

Net transfers to separate account                5,441,049              -              -
Dividends to policyholders paid                  1,020,952      1,048,627        858,087
Federal income taxes (recoverable) paid
(excluding tax on capital gains)                  (999,143)    (2,654,355)     7,673,225
                                              -------------  -------------  ------------
Total cash used for operations                 191,404,497    158,327,301    151,978,172
                                              -------------  -------------  ------------

Net cash provided by operations                 41,965,743    131,042,482    137,499,396
                                              -------------  -------------  ------------

PROCEEDS FROM INVESTMENTS SOLD, MATURED OR
REPAID:
Bonds                                          651,187,776    193,271,490    346,800,750
Stocks                                         105,201,117     11,228,210    120,257,956
Net gain on short-term investments                       -              -         17,915
Other proceeds                                      15,922         96,780              -
                                              -------------  -------------  ------------

                                               756,404,815    204,596,480    467,076,621
Tax on capital gains                            (4,617,743)    (1,931,162)     2,174,832
                                              -------------  -------------  ------------
Total investment proceeds                      751,787,072    202,665,318    469,251,453
                                              -------------  -------------  ------------
</TABLE>

(continued  on  next  page)


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


<TABLE>
<CAPTION>
LONDON  PACIFIC  LIFE  &  ANNUITY  COMPANY
(A  wholly-owned  subsidiary  of  London  Pacific  Group  Limited)

STATUTORY STATEMENTS OF CASH FLOWS (CONTINUED)
___________________________________________________________________________

                                                      YEAR  ENDED  DECEMBER  31,
<S>                                             <C>            <C>            <C>
                                                        1996           1995            1994 
                                                -------------  -------------  --------------
COST OF INVESTMENTS ACQUIRED:
Bonds                                            735,812,956    268,824,294     602,767,827 
Stocks                                           112,429,288      6,872,362     125,375,796 
Miscellaneous other                                   52,218        575,445       1,562,819 
                                                -------------  -------------  --------------

Total investments acquired                       848,294,462    276,272,101     729,706,442 
Net increase in policy loans                       1,838,835      1,456,664         961,502 
                                                -------------  -------------  --------------

Net cash from investments                        (98,346,225)   (75,063,447)   (261,416,491)
                                                -------------  -------------  --------------

COST FROM FINANCING AND MISCELLANEOUS SOURCES:
Capital and surplus paid in                       22,000,000      1,455,550      13,588,397 
Other cash provided                              116,248,250     20,941,157      10,238,471 
Other cash applied                               (40,021,732)   (17,753,828)       (190,351)
                                                -------------  -------------  --------------
Net cash from financing and
             miscellaneous sources                98,226,518      4,642,879      23,636,517 
                                                -------------  -------------  --------------
Net change in cash and short-term investments     41,846,036     60,621,914    (100,280,578)
                                                -------------  -------------  --------------

CASH AND SHORT-TERM INVESTMENTS:
Beginning of year                                 72,411,946     11,790,032     112,070,610 
                                                -------------  -------------  --------------

End of year                                      114,257,982   $ 72,411,946   $  11,790,032 
                                                =============  =============  ==============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for:
Income taxes                                    $  3,664,978   $  2,524,651   $   5,516,862 
</TABLE>

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

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     ORGANIZATION

     London Pacific Life & Annuity Company (the Company) is domiciled in North
Carolina  and  is  a  wholly-owned  subsidiary of The London Pacific Assurance
Group  Limited  (the  Parent),  a  holding  company  domiciled in the state of
California,  which  is  ultimately a wholly-owned subsidiary of London Pacific
Group  Limited  (formerly  Govett  &  Company  Limited).   The Company has two
wholly-owned  subsidiaries,  LPIMC Insurance Marketing Services (the Marketing
Company), a  registered  investment  advisor  and  London Pacific Financial &
Insurance  Services  (the  Broker  Dealer),  a  registered broker-dealer.  The
Company  is  engaged  primarily  in  the  development and marketing of annuity
products  and  universal life insurance.  Although the Company is licensed and
sells  its  universal  life  and  annuity  products  in 40 states, its primary
markets  are  California,  Florida,  Michigan,  Ohio,  Texas  and  Washington.

     The  preparation  of financial statements of insurance companies requires
management  to  make estimates and assumptions that affect amounts reported in
the  financial  statements  and  accompanying  notes.    Such  estimates  and
assumptions  could  change  in  the  future as more information becomes known,
which  could  impact  amounts  reported  and  disclosed  herein.

     BASIS  OF  PRESENTATION

     The  accompanying  financial  statements have been prepared in conformity
with  accounting  practices  prescribed  or  permitted  by  the North Carolina
Department  of  Insurance  which  is a comprehensive basis of accounting other
than  generally  accepted  accounting  principles.    Significant  differences
between  statutory  accounting  principles  and  generally accepted accounting
principles  (GAAP)  are  described  in  Note  2.

     INVESTMENTS

     Investments  are  recorded  in  accordance  with  the requirements of the
National  Association  of Insurance Commissioners (NAIC).  Bonds not backed by
loans are reported at cost or amortized cost; the discount or premium on bonds
is  amortized  using  the interest method.  For loan-backed bonds, anticipated
prepayments  are  considered  when determining the amortization of discount or
premium.    Prepayment  assumptions  are  obtained from dealer surveys and are
based  on  the  current  interest  rate  and  economic  development.    The
retrospective  adjustment  method  is used to value all such securities except
for  interest-only  securities, which are valued using the prospective method.
Preferred stocks are carried at NAIC Securities Valuation Office (SVO) values.
Common  stocks  are  reported at market value as determined by the SVO and the
related  unrealized  capital  gain/(loss)  is  reported  in unassigned surplus
without  any  adjustment for federal income taxes.  The Company's subsidiaries
are  reported at equity in the underlying statutory basis of their net assets.
As  of  December  31,  1996, the carrying value of the Company's investment in
subsidiaries was $1,025,980.  Short-term investments are carried at cost which
approximates  market  value.

     INTEREST  RATE  SWAP  CONTRACTS

     The  Company  enters  into interest rate swap programs for the purpose of
minimizing exposure to fluctuations in interest rates.  The notional amount of
the single matched swap in place at December 31, 1996 and 1995 was $9,000,000.
The  unexpired  term  at December 31,1996 was five months.  During the term of
the swap, the net swap settlement amount is accrued over time as an adjustment
to  other  expense  or  other  income.

     Gains  or losses on termination are deferred and amortized as an interest
adjustment  over  the  remaining  life of the underlying financial instrument.
There are no outstanding matched swaps at a loss position at December 31, 1996
and  1995.   The Company does not act as an intermediary or broker in interest
rate  swaps.


LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

1.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     FOREIGN  EXCHANGE  FORWARD  CONTRACTS

     The  Company  enters  into  foreign  exchange  forward contracts to hedge
exposure  to  currency  risk  on  foreign  denominated bonds.  The cost of the
contracts  is  included  as  part  of  the  carrying  value  of the underlying
securities.  As of December 31, 1996, the notional amount of the contracts was
$60,752,853  and expire in December 1997. The Company uses the deferral method
to account for foreign exchange forward contracts.  Under the deferral method,
realized  and  unrealized  gains  and  losses from these forward contracts are
deferred  on  the Statutory Statement of Admitted Assets, Liabilities, Capital
and  Surplus.  Upon disposal of the hedged security, deferred gains and losses
are  recognized  in  net  realized capital gains in the Statutory Statement of
Operations.    The Company only enters into foreign exchange forward contracts
with  brokers  deemed  to  be  credit  worthy  by  management.

     ELECTRONIC  DATA  PROCESSING  EQUIPMENT

     Electronic  data  processing  equipment  is  recorded  at  cost,  net  of
accumulated depreciation of $1,783,263 and $1,511,059 at December 31, 1996 and
1995.    Depreciation  is  provided  using  the  straight-line method over the
estimated  useful  life  of  five  years.    Depreciation  expense amounted to
$272,204,  $346,495  and  $361,961 for the years ended December 31, 1996, 1995
and  1994.

     REMITTANCES  AND  ITEMS  NOT  ALLOCATED

     Remittances  and  items  not allocated consist primarily of cash received
with  policy  applications  for  policies  that  have  not  been  issued.

     POLICY  AND  CONTRACT  CLAIMS

     Policy  and  contract  claims  of  $294,629 and $244,046 related to death
benefits  payable  on life and annuity contracts have been accrued at December
31,  1996  and  1995.  The remaining policy and contract claims of $87,800 and
$173,524  at  December  31,  1996  and  1995  relate to estimated incurred but
unreported  claims  on  life  contracts.

     SEPARATE  ACCOUNT

     Separate  account  assets  and  liabilities  reported in the accompanying
Statutory  Statement  of  Admitted  Assets,  Liabilities,  Capital and Surplus
represent  funds  that  are  separately  administered  for  variable  annuity
contracts,  and  for  which the contractholder, rather than the Company, bears
the  investment  risk.  Separate  account assets are reported at market value.
The  operations  of  the separate account are not included in the accompanying
financial  statements.

     RECLASSIFICATIONS

     Certain  reclassifications  have  been made to the prior years' financial
statements  to  conform  to  the  current  year  presentation.

2.   DIFFERENCES  BETWEEN  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
STATUTORY  ACCOUNTING  PRINCIPLES

     Statutory  accounting  principles  vary  in  some respects from generally
accepted accounting principles.  The more significant of these differences are
as  follows:


LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

2.   DIFFERENCES  BETWEEN  GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND
STATUTORY  ACCOUNTING  PRINCIPLES  (CONTINUED)

     INVESTMENTS

     Market  values  of  certain  investments in bonds and stocks are based on
values specified by the NAIC, rather than on values provided by outside broker
confirmations  or  internally  calculated estimates.  For GAAP, investments in
bonds  would  be  designated  at  purchase  as  held-to-maturity,  trading, or
available-for-sale.    Held-to-maturity fixed investments would be reported at
amortized cost, and the remaining fixed maturity investments would be reported
at  fair value with unrealized holding gains and losses reported in operations
for  those  designated as trading and as a separate component of shareholders'
equity  for those designated as available-for-sale.  Realized gains and losses
are  reported  in income net of income tax rather than on a pretax basis.  The
Asset  Valuation  Reserve  is  determined by an NAIC prescribed formula and is
reported  as  a  liability  rather  than  as  a  valuation  allowance  or  an
appropriation  of  surplus.

     SUBSIDIARIES

     The  accounts  and  operations  of  the  Company's  subsidiaries  are not
consolidated  with  the  accounts  and  operations  of  the  Company.

     POLICY  ACQUISITION  COSTS

     The  costs  of acquiring and renewing business are expensed when incurred
rather  than capitalized and amortized over the terms of the related policies.

     NON-ADMITTED  ASSETS

     Certain  assets  designated  as "non-admitted," principally furniture and
equipment, are excluded from the accompanying Statutory Statements of Admitted
Assets,  Liabilities,  Capital  and  Surplus  and  are  charged  directly  to
unassigned  surplus.

     PREMIUMS

     Single  premium  whole  life,  annuity and flexible premium variable life
insurance  considerations  are  recognized  as  earned  upon  issuance  of the
contract,  whereas  under  GAAP, premium income consists of mortality charges,
surrender  charges  earned,  policy  fees  earned  and  amounts  deducted from
policyholder  accounts.

     BENEFIT  RESERVES

          Certain policy reserves are calculated based on statutorily required
interest  and  mortality assumptions rather than estimated expected experience
or  actual  account  balances.

     INCOME  TAXES

          Deferred  income  taxes  are  generally not provided for differences
between  the  financial  statement  amounts  and  the  tax bases of assets and
liabilities.


LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

3.   ANALYSIS  OF  ASSETS

     An  analysis  of  the  Company's  ledger  assets as compared with its net
admitted  assets  is  as  follows:

<TABLE>
<CAPTION>
                                                  DECEMBER  31,  1996
                                                  ___________________
<S>                                <C>             <C>           <C>           <C>
                                   LEDGER          NONLEDGER     ASSETS NOT    NET
                                   ASSETS          ASSETS        ADMITTED      ADMITTED ASSETS
                                   --------------  ------------  ------------  ----------------

Bonds                              $1,147,330,467                $  4,866,116  $  1,142,464,351
Preferred stock                         1,687,616                                     1,687,616
Common stock                           20,194,334  $    341,598        56,447        20,479,485
Policy loans                            6,294,811                                     6,294,811
Cash                                   26,008,933                                    26,008,933
Short-term investment                  88,249,049                                    88,249,049
Investment income due and accrued                    12,363,810                      12,363,810
Electronic data processing
   Equipment, net                         358,143                                       358,143
Furniture and equipment                   350,583                     350,583
Deposits, prepaid expenses and
    Other assets                       54,442,692        62,282       104,987        54,399,987
Separate account assets                 5,609,610                                     5,609,610
                                   --------------  ------------  ------------  ----------------
                                   $1,350,526,238  $ 12,767,690  $  5,378,133  $  1,357,915,795
                                   ==============  ============  ============ =================
</TABLE>



<TABLE>
<CAPTION>
                                              DECEMBER  31,  1996
                                              ___________________
<S>                             <C>             <C>           <C>          <C>
                                LEDGER          NONLEDGER     ASSETS NOT   NET
                                ASSETS          ASSETS        ADMITTED     ADMITTED ASSETS
                                --------------  ------------  -----------  ----------------

Bonds                           $1,057,607,158                $   126,000  $  1,057,481,158
Preferred stock                      9,972,720     ($60,000)                      9,912,720
Common stock                         1,641,663     (114,209)       97,441         1,430,013
Policy loans                         4,455,976                                    4,455,976
Cash                                 2,664,850                                    2,664,850
Short-term investments              69,747,096                                   69,747,096
Investment income due and
   Accrued                                       17,492,346                      17,492,346
Electronic data processing
   Equipment, net                      609,886                                      609,886
Receivable from affiliates           4,608,663                                    4,608,663
Furniture and equipment                245,531                    245,531
Deposits, prepaid expenses and
    Other assets                    14,390,754       83,881       206,035        14,268,600
                                --------------  ------------  -----------  ----------------
                                $1,165,944,297  $17,402,018   $   675,007  $  1,182,671,308
                                ==============  ============  =========== =================
</TABLE>



4.   RELATED  PARTIES

     The  Company  had  material  transactions  with its parent and affiliated
companies  as  follows:

     CAPITAL  CONTRIBUTIONS

     The  Company  received  capital  contributions from its parent during the
years  ended December 31, 1996, 1995 and 1994 totaling $22,000,000, $1,455,550
and  $13,588,397,  respectively,  principally  in  the  form  of
     investments  and  accrued  interest.    During  1996,  the Company made a
$500,000  capital  contribution  to  the  Marketing  Company.

4.   RELATED  PARTIES  (CONTINUED)

     EXPENSES

     The  Company  receives investment advisory services under the terms of an
investment  management  agreement with Berkeley Institutional Investment, Inc.
(BIII),  an  affiliate  of  London Pacific Group Limited.  Fees charged to the
Company  under the agreement amounted to $5,578,673, $5,272,984 and $4,401,840
during  the  years  ended  December  31,  1996,  1995, and 1994, respectively.

     Commissions  on insurance business produced for the Company by its agents
are  paid  by the Marketing Company, the master general agent for the Company.
Effective  January  1, 1995, the Company directly paid all agents' commissions
via  the  Marketing Company.  For the years ended December 31, 1996, 1995, and
1994, the Company paid commissions of $8,261,301, $14,237,877 and $22,125,145,
respectively,  to  the  Marketing  Company  (and  the  Marketing  Company paid
commissions  to  agents  of  approximately  $8,261,301,  $14,237,877  and
$14,719,474,  respectively).    The  1994 commission payments to the Marketing
Company  include  an  amount  paid  to  extinguish  the  Company's  contingent
commission  liability  related to a marketing agreement that was terminated on
December  31,  1994.

     The  Company has payables to affiliates of $36,512 and $3,325 at December
31,  1996  and  1995,  respectively,  relating  to  these  transactions.

     On  May  10,  1996,  the  Company  sold  corporate  bonds  issued  by
Bon-Art/Bauchet  International  ($3,908,904)  and Nazareth/Century Mills, Inc.
($5,825,782) to BG Services Limited ("BGSL"), an affiliate.  On June 28, 1996,
the  Company acquired corporate bonds issued by General Textiles ($5,302,519),
Unisa  Holdings,  Inc.  ($8,000,000)  L.  Kee  & Co., Inc. ($1,000,000), Royal
Rubber  & Manufacturing Company ($1,000,000) and Ocean Acquisition Corporation
($5,000,000)  from  BGSL  and  sold  corporate bonds issued by Gruen Marketing
Corporation  ($10,860,146),  Hym  Acquisition  Company  ($5,660,382),  Milnot
Company  ($967,741),  Gibson's  Discount  Center  ($2,814,248)  and Hornblower
Yachts ($1,500,000) to BGSL.  On August 15, 1996, the Company sold a corporate
bond issued by Bon-Art/Bauchet International ($663,209) to BGSL.  On September
30  and  November  15,  1996,  the  Company  acquired  $500,000  and $250,000,
respectively,  of  corporate  bonds  issued  by  Select  Advisors,  Inc.,  an
affiliate.   On December 31, 1996, the Company acquired corporate bonds issued
by Childers Products Company ($6,000,000) and common stocks of Imagyn Medical,
Inc.  ($1,083,494),  Cardiac  Pathways  Corp. ($1,661,146) and Thermo Electron
Corp.  ($4,255,360)  from  BGSL  and sold corporate bonds issued by Two Court,
Inc.  ($6,000,000)  and  Catalina  Furniture  Company  ($7,000,000)  to  BGSL.

     As  of  December  31,  1996, the Company had investments in affiliates as
follows:

<TABLE>
<CAPTION>
<S>                            <C>      <C>       <C>
                                                  STATEMENT
ISSUER                         COUPON   MATURITY  VALUE
- -----------------------------  -------  --------  -----------
Bon-Art/Bauchet International   13.00%     10/02  $ 5,811,260
Nazareth/Century Mills, Inc.    13.43%     12/03   11,983,472
Ocean Acquisition Corporation   12.00%     12/00    4,000,000
Select Advisors, Inc.            5.75%     11/97      750,000
</TABLE>


5.   FEDERAL  INCOME  TAXES

     The  provision  for  federal income taxes has been computed in accordance
with provisions of the Internal Revenue Code, as amended.  The Company files a
separate  federal  income  tax  return  and  is not included in a consolidated
return  with  affiliated  entities.

     The  Company's  total  tax  expense  differs  from  an amount computed by
applying  the  federal income tax of 35 percent to statutory income.  The four
primary  items  required to reconcile taxable income and statutory income are:
(1)  capitalization  of policy acquisition costs, (2) differences in computing
reserves  for statutory and tax purposes, (3) differences in statutory and tax
bases  of  assets  sold,  and  (4)  differences in timing for the deduction of
accrued  expenses.

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

6.   AGGREGATE  RESERVES  FOR  LIFE  POLICIES  AND  CONTRACTS

     Aggregate  reserves  for  life policies and contracts have generally been
computed  using  the  Commissioners'  Reserve  Valuation  Method (CRVM) or the
Commissioners'  Annuity  Reserve  Valuation  Method  (CARVM) prescribed by the
North  Carolina  Department  of  Insurance.    The aggregate reserves for life
policies  and  contracts  were  computed  on  a  policy-by-policy  basis.

     Statutory  reserves  for  policy  benefits  due  under universal life and
accumulation  annuity  insurance contracts are computed using the CRVM and the
CARVM,  respectively.    The  CRVM and CARVM reserves established for specific
contracts  are the greater of a formula reserve or the cash surrender value of
the  contract.

     The  formula  reserves for the universal life policies are computed using
the  1980  Commissioners  Standard  Ordinary  (CSO) mortality table and a 4.0%
discount rate.  These assumptions are in compliance with the minimum statutory
requirements.

     The  accumulation  annuity  insurance  contracts include a single premium
deferred annuity product and a flexible premium deferred annuity product.  The
formula  reserves  for the single premium deferred annuity are higher than the
cash  surrender value due to the one year interest rate guarantee provision of
these contracts.  The Company computed reserves with an interest rate of 5.50%
for 1996 issues, 6.00% for 1995 issues and 6.50%-5.50% for 1994 issues.  These
rates  are  the  maximum  statutory  interest  rates  for such contracts.  For
flexible premium deferred annuities, the cash surrender value is never greater
than  the  formula  reserves, but may be equal to the CARVM reserve due to the
calendar quarter interest guarantee provision of these contracts.  The Company
uses  the  same  interest  rates  to  compute  reserves as are used for single
premium  deferred  annuities.

     Reserves  for  policy  benefits  due  under  immediate  annuity insurance
contracts are based on a present value actuarial computation using a statutory
discount  rate and a statutory mortality basis.  The reserves are based on the
83a table and with a discount rate of 6.75% for 1996, 7.25% for 1995 and 6.50%
for  1994.

     The  withdrawal characteristics of annuity actuarial reserves and deposit
liabilities  at  December  31,  1996  and  1995  are  as  follows:

<TABLE>
<CAPTION>
                                                     1996                     1995
                                               ______________________ _______________________
<S>                                            <C>             <C>     <C>             <C>
Subject to discretionary withdrawal at book
   value less surrender charge of 5% or more   $  445,721,115  42.24%  $  530,130,854  51.79%

Subject to discretionary withdrawal at book
   value less surrender charge greater than
   0% but less than 5%                            440,023,827  41.70%     327,712,985  32.01%

Subject to discretionary withdrawal at book
   value with no surrender charge                  13,795,748   1.31%       6,736,768   0.66%

Not subject to discretionary withdrawal           155,624,990  14.75%     159,069,009  15.54%
                                               --------------  ------  --------------  ------

                                               $1,055,165,680    100%  $1,023,649,616    100%
                                               ==============  ======  ==============  =======
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

7.   INVESTMENTS

     The  Company  records  its  investments  in  debt  securities  at cost or
amortized  cost.    The  securities  are designated investment grade (NAIC SVO
categories "1" and "2") or non-investment grade (categories "3", "4", "5", and
"6").    The  NAIC  's highest ratings classification includes issues normally
rated  investment  grade  by  independent  rating  agencies.

     The  NAIC  SVO  classified  the  Company's  debt  securities  as follows:

<TABLE>
<CAPTION>

                                DECEMBER 31, 1996      DECEMBER  31,  1995
                                _________________      ___________________
<S>                        <C>             <C>        <C>             <C>
                           STATEMENT       PERCENT    STATEMENT       PERCENT
NAIC CATEGORY              VALUE           OF TOTAL   VALUE           OF TOTAL
- -------------------------  --------------  ---------  --------------  ---------

1 - Highest quality        $  642,553,936        57%  $  465,956,793        44%
2 - High quality              309,858,268        27      382,099,503        36 
3 - Medium quality             70,923,479         6       90,540,167         9 
4 - Low quality                94,156,455         8       85,136,505         8 
5 - Lower quality              15,018,522         1       33,748,190         3 
6 - Debt securities in or
         near default           9,953,691         1                -         - 
                           --------------  ---------  --------------  ---------
                           $1,142,464,351       100%  $1,057,481,158       100%
                           ==============  =========  ==============  =========
</TABLE>



     The  cost  or  amortized  cost  and  the  fair,  or  comparable  value of
investments  in  debt  securities  are  as  follows:

<TABLE>
<CAPTION>
<S>                            <C>                       <C>         <C>           <C>
                               COST OR                   GROSS       UNREALIZED
DECEMBER 31, 1996              AMORTIZED COST            GAINS       LOSSES        FAIR VALUE
- -----------------------------  ------------------------  ----------  ------------  --------------

U.S. Government
  Obligations                  $              8,221,012  $   91,040    ($138,952)  $    8,173,100

Obligations of states
   And political subdivisions                 5,276,177     115,665      (35,812)       5,356,030

Corporate securities                        635,225,514   1,274,089   (5,347,151)     631,152,452

Other debt securities                       110,687,081     173,235      (21,547)     110,838,769

Mortgage-backed securities                  383,054,567           -            -      383,054,567
                               ------------------------  ----------  ------------  --------------
                               $          1,142,464,351  $1,654,029  ($5,543,462)  $1,138,574,918
                               ========================  ==========  ============  ==============
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

7.     INVESTMENTS (CONTINUED)

<TABLE>
<CAPTION>
<S>                            <C>              <C>           <C>          <C>
                               COST OR                        UNREALIZED
DECEMBER 31, 1995              AMORTIZED COST   GROSS GAINS   LOSSES       FAIR VALUE
- -----------------------------  ---------------  ------------  -----------  --------------
U.S. Government
  Obligations                  $     7,293,486  $    163,613     ($3,498)  $    7,453,601

Obligations of states
   And political subdivisions        2,364,678        55,072           -        2,419,750

Corporate securities               678,240,972    17,874,218    (649,005)     695,466,185

Other debt securities               58,473,851       637,910     (24,207)      59,087,554

Mortgage-backed securities         311,108,171             -           -      311,108,171
                               ---------------  ------------  -----------  --------------

                               $ 1,057,481,158  $ 18,730,813   ($676,710)  $1,075,535,261
                               ===============  ============  ===========  ==============
</TABLE>

     Fair  values  are  based  on published quotations of the SVO of the NAIC.
Fair  values  generally  represent  quoted  market value prices for securities
traded  in the public marketplace, or analytically determined values using bid
or  closing  prices  for  securities  not  traded  in  the public marketplace.
However,  for certain investments for which the NAIC does not provide a value,
the  Company  uses the amortized cost amount as a substitute for fair value in
accordance  with  prescribed  guidance.  As of December 31, 1996 and 1995, the
fair  value  of  investments  in  debt  securities  includes  $863,848,633 and
$646,886,351,  respectively,  of debt securities that were valued at amortized
cost.

     The  cost  or  amortized  cost  and  the fair value of debt securities at
December  31,  1996,  by  contractual  maturity,  are  shown  below.  Expected
maturities  will differ from contractual maturities because borrowers may have
the  right  to  call  or  repay obligations with or without call or prepayment
penalties.

     A  summary  of the cost or amortized cost and fair value of the Company's
investment  in  debt securities at December 31, 1996, by contractual maturity,
is  as  follows:

<TABLE>
<CAPTION>
<S>                                 <C>              <C>
                                    COST OR
                                    AMORTIZED COST   FAIR VALUE
                                    ---------------  --------------
      Maturity:
        In 1997                     $     2,446,638  $    2,452,454
        In 1998-2001                    124,559,207     124,701,518
        In 2002-2006                    409,942,705     407,821,158
        After 2006                      222,461,234     220,545,221
        Mortgage-backed securities      383,054,567     383,054,567
                                    ---------------  --------------

      Total                         $ 1,142,464,351  $1,138,574,918
                                    ===============  ===============
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

7.   INVESTMENTS  (CONTINUED)

     Proceeds  from sales of investments in fixed maturities and related gross
gains  and  losses  on  those  sales  are  as  follows:

<TABLE>
<CAPTION>
<S>                    <C>                 <C>                 <C>
                       Year Ended          Year Ended          Year Ended
                       December 31, 1996   December 31, 1995   December 31, 1994
                       ------------------  ------------------  ------------------

Proceeds from sales    $      651,187,776  $      193,271,491  $      236,920,286
Gross realized gains           13,725,509  $        2,078,023  $        4,413,014
Gross realized losses           9,195,257  $        1,618,499  $        1,704,392
</TABLE>

     At  December  31,  1996,  debt securities with an admitted asset value of
$10,156,572  were  on  deposit  with  state  insurance  departments to satisfy
regulatory  requirements.

     Unrealized  gains  and  losses on investments in non-redeemable preferred
and  common  stocks  are  reported  directly  in unassigned surplus and do not
affect operations.  The gross unrealized gains and losses on, and the cost and
fair  value  of,  those  investments  are  summarized  as  follows:

<TABLE>
<CAPTION>
<S>                    <C>             <C>          <C>           <C>

                                       GROSS        GROSS
                                       UNREALIZED   UNREALIZED    FAIR
                       COST            GAINS        LOSSES        VALUE
                       ------------    ----------  ------------  -----------
AT DECEMBER 31, 1996
     Preferred stocks  $          -    $         -  $         -   $         -
     Common stocks       20,832,834        629,246     (982,595)   20,479,485
                       ------------   ------------  ------------  -----------
Total                  $ 20,832,834    $   629,246    ($982,595)  $20,479,485
                       ============   ============  ============  ===========

AT DECEMBER 31, 1995
Preferred stocks       $  2,807,430    $         -     ($60,000)  $ 2,747,430
Common stocks             2,280,162    $         -     (850,149)    1,430,013
                       ------------    ----------  ------------  -----------
Total                  $  5,087,592    $         -    ($910,149)  $ 4,177,443
                       ============   ===========  ============  ===========
</TABLE>

8.     INVESTMENT INCOME

       An analysis of the Company's net investment income is as follows:
<TABLE>
<CAPTION>
                                                       YEAR  ENDED  DECEMBER  31,

<S>                                               <C>           <C>           <C>

                                                         1996          1995          1995 
                                                  ------------  ------------  ------------

Interest on debt securities                       $94,149,963   $91,585,614   $76,595,702 
Interest on short-term investments                    787,618       554,252       397,098 
Interest on cash on hand and on deposit               375,723       274,696       344,915 
Equity in undistributed earnings of subsidiaries      (39,151)     (285,874)    5,484,000 
Other investment income                             1,532,466     2,493,535     2,460,670 
                                                  ------------  ------------  ------------

Gross investment income                            96,806,619    94,622,223    85,282,385 
Less investment expenses                           (5,793,203)   (5,661,711)   (5,469,720)
                                                  ------------  ------------  ------------

      Net investment income                       $91,013,416   $88,960,512   $79,812,665 
                                                  ===========   ============  ============
</TABLE>

LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

9.   REINSURANCE

     The  maximum  amount  of  direct universal life insurance retained on any
life  is  $250,000.    Amounts  in  excess  of  $250,000 are ceded on a Yearly
Renewable  Term basis of reinsurance.  Life insurance ceded to other companies
for  the  years  ended  December  31,  1996  and  1995 totaled $47,349,000 and
$53,210,000  or  11.7%  and 12.4% of life insurance in force, respectively.  A
contingent liability exists with respect to insurance ceded which would become
a  liability  should  the  reinsurer be unable to meet the obligations assumed
under  reinsurance  agreements.

10.  SURPLUS

          Under  the Insurance Code of the State of North Carolina, in a given
year the Company may make dividend distributions without prior approval of the
Insurance  Commissioner  up  to the lesser of its net gain from operations for
the  preceding year or 10% of surplus as of December 31 of the preceding year.
The  maximum  dividend  that  could  be paid during 1997 without the Insurance
Commissioner's  approval  is  $5,992,652.

          The  NAIC  has  adopted  Risk-Based Capital (RBC) requirements which
became effective December 31, 1993, that attempt to evaluate the adequacy of a
life insurance company's adjusted statutory capital and surplus in relation to
investment,  insurance  and  other business risks.  The RBC formula is used by
the  states  as  an early warning tool to identify possible weakly capitalized
companies  for the purpose of initiating regulatory action and is not designed
to  be  a  basis for ranking the financial strength of insurance companies. In
states  which  have  adopted  the  NAIC  regulations, the new RBC requirements
provide  for  four  different  levels of regulatory attention depending on the
ratio  of  the  company's  adjusted  capital  and  surplus  to its RBC.  As of
December  31,  1996,  the  adjusted  capital  and  surplus  of  the Company is
substantially  in  excess  of  the  minimum  level  of  RBC that would require
regulatory  response.

11.    COMMITMENT  AND  CONTINGENT  LIABILITIES

          Rental  expense  for  all leases was $550,944, $722,359 and $847,389
for  1996,  1995  and  1994,  respectively.  Future minimum rental commitments
under  noncancelable operating leases for office space and equipment aggregate
$1,137,364  through  2000.    The  amounts  due  by year are $500,225 in 1997,
$281,139  in  1998,  $267,000  in  1999  and  $89,000  in  2000.

     The  Company  has contingent liabilities resulting from anticipated state
guaranty association assessments for life insurers deemed insolvent during the
year.   Although the total amount of this exposure is not known, a substantial
portion  of the amount assessed will be recovered against future premium taxes
under  current  laws  and  regulations.   As of December 31, 1996, the Company
estimates  its  net contingent liability for future state guaranty association
assessments  is  within  range of $500,000 to $2,000,000.  The Company has not
committed  any  surplus  funds  to  reserve for the contingent liability.  The
Company  recognizes  its  obligation  for  guaranty  fund  assessments when it
receives  notice  that  an  amount  is  payable  to a guaranty fund.  Expenses
incurred  for  guaranty  fund  assessments  were  $1,674,481,  $1,075,244  and
$431,456  in  1996,  1995  and  1994,  respectively.

     The  Company  has been named as a cross-defendant in a complaint filed by
The American Endeavor Fund Limited where the plaintiff seeks damages in excess
of $2 million. The Company believes that the alleged claims are without merit.
While  these  claims  are being contested, the outcome is not predictable with
assurance.    The  Company  believes  that  any liability resulting from these
claims  should  not  have a material adverse affect on the Company's statutory
surplus.


LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

12.  ASSET  VALUATION  AND  INTEREST  MAINTENANCE  RESERVES

     The  purpose of the AVR is to decrease the volatility of the incidence of
asset  losses  and  to  recognize the long term return expectations for equity
investments.   The increase or decrease to this reserve is charged or credited
directly  to  surplus.

     The  purpose  of  the  IMR  is to minimize the effect of gains and losses
arising  from  gradual interest rate movements.  All realized gains and losses
(net of tax) classified as interest related are accumulated and amortized into
net  income  over  the remaining period to maturity of the security sold.  The
effect  of  recording the IMR at December 31, 1996, 1995 and 1994 was to defer
total  net  capital  gains  of    $12,352,297,  $10,190,326  and  $10,832,237,
respectively,  and  to  recognize  $683,806,  ($185,844)  and  $945,197,
respectively,  of  IMR  amortization  into  income.

13.   FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS

     The  following  disclosure  of  the  estimated  fair  values of financial
instruments  is  made  in  accordance  with  the  requirements of Statement of
Financial  Accounting Standards ("SFAS") No. 107, "Disclosure about Fair Value
of  Financial  Instruments."    The  estimated  fair  value  amounts have been
determined  using  available  market  information  and  appropriate  valuation
methodologies.  However, considerable judgment is required to interpret market
data  to  develop  these  estimates.    Accordingly,  these  estimates are not
necessarily  indicative  of  the  amounts which could be realized in a current
market  exchange.    The  use  of  different  market assumptions or estimation
methodologies  may have a material effect on the estimated fair value amounts.
For  financial  instruments not separately disclosed below, the carrying value
is  a  reasonable  estimate  of  fair  value.

<TABLE>
<CAPTION>
                                      DECEMBER  31,  1996            DECEMBER  31,  1995
__________________________________________________________________________________________________
<S>                                  <C>             <C>             <C>             <C>
                                     CARRYING        ESTIMATED       CARRYING        ESTIMATED
                                     VALUE           FAIR VALUE      VALUE           FAIR VALUE
                                     --------------  --------------  --------------  --------------
Assets:
   Debt securities                   $1,142,464,351  $1,145,112,378  $1,057,481,158  $1,090,099,356
   Redeemable preferred stock             1,687,616       1,616,150       7,165,290       7,936,298

Liabilities:
   Insurance and annuity
      reserves-investment-type
      contracts                      $1,097,795,798  $1,116,979,648  $1,066,977,854  $1,094,695,606
</TABLE>

     POLICY  RESERVES

     In  accordance  with  SFAS  No.  107,  estimated  fair  values  have been
calculated  on  policy  reserves  only  for  those  products  determined to be
investment-type.    The estimated fair value of deferred annuity and universal
life contracts equals account value after deduction of surrender charges.  The
estimated  fair  value  of immediate annuity contracts is based on the present
value  of expected benefits using a discount rate equal to the 5-year Treasury
rate.

14.   CONCENTRATIONS  OF  CREDIT  RISK

     At  December  31,  1996, the Company held unrated or less-than-investment
grade  corporate  bonds  of $190,052,147.  Those holdings amounted to 16.6% of
the  Company's investments in bonds and less than 14.1% of the Company's total
admitted  assets.  The holdings of less-than-investment grade bonds are widely
diversified  and  management believes are of satisfactory quality based on the
Company's  investment  policies  and  credit  standards.



LONDON PACIFIC LIFE & ANNUITY COMPANY
(A wholly-owned subsidiary of London Pacific Group Limited)

NOTES TO STATUTORY FINANCIAL STATEMENTS
_____________________________________________________________

15.   RECONCILIATION  OF  NET  TRANSFERS  TO OR (FROM) SEPARATE ACCOUNT

          Transfers  are reported in the Summary of Operations of the Separate
Account  Statement:

<TABLE>
<CAPTION>
<S>                                                           <C>
Transfers to separate account                                 $4,455,205
Transfers from separate account                                  296,184
                                                              ----------
Net transfers to or (from) separate account                    4,159,021

Reconciling Adjustments:  M & E Fees                              16,724
                                                              ----------

Transfers as reported in the Statutory Summary of Operations
 of the Company                                               $4,175,745
                                                              ==========
</TABLE>


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