CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
497, 1995-09-21
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<PAGE>
CIGNA LIFE INSURANCE COMPANY

                                                                     [LOGO]
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I

<TABLE>
<S>                          <C>
  HOME OFFICE LOCATION:      MAILING ADDRESS:
  900 COTTAGE GROVE ROAD     CIGNA INDIVIDUAL INSURANCE
  HARTFORD, CT 06152         VARIABLE PRODUCTS SERVICE CENTER: ROUTING S-154
                             HARTFORD, CT 06152 - 2154
                             (800) 552-9898
</TABLE>

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

              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
--------------------------------------------------------------------------------

    The  Flexible Payment Deferred Variable  Annuity Contracts (the "Contracts")
described in this  prospectus provide  for accumulation of  Contract Values  and
eventual  payment of monthly annuity payments on  a fixed or variable basis. The
Contracts are designed to aid individuals  in long term planning for  retirement
or  other long term  purposes. The Contracts are  available for retirement plans
which do not qualify for the special federal tax advantages available under  the
Internal  Revenue Code ("Non-Qualified Plans") and for retirement plans which do
qualify for the federal tax advantages available under the Internal Revenue Code
("Qualified Plans"). (See "Tax Status -- Qualified Plans.") Premium payments for
the Contracts will be allocated to a segregated investment account of CIGNA Life
Insurance Company (the  "Company"), designated CIGNA  Variable Annuity  Separate
Account I (the "Variable Account"), or to the Fixed Account, or some combination
of them, as selected by the owner of the Contract.

    The  following funding options  are available under  a Contract: Through the
Variable Account, the Company  offers seventeen diversified open-end  management
investment  companies  (commonly called  mutual  funds), each  with  a different
investment objective: Alger American Fund -- Alger American Small Capitalization
Portfolio, Alger  American Leveraged  AllCap  Portfolio, Alger  American  MidCap
Growth   Portfolio  and  Alger  American  Growth  Portfolio;  Fidelity  Variable
Insurance Products Fund -- Equity-Income  Portfolio and Money Market  Portfolio;
Fidelity  Variable Insurance Products Fund II -- Investment Grade Bond Portfolio
and Asset Manager Portfolio;  MFS Variable Insurance Trust  -- MFS Total  Return
Series,  MFS  Utilities Series  and MFS  World  Governments Series;  Neuberger &
Berman Advisers Management  Trust -- Balanced  Portfolio, Limited Maturity  Bond
Portfolio  and Partners Portfolio; Quest for  Value Accumulation Trust -- Global
Equity Portfolio, Managed Portfolio and Small Cap Portfolio. The fixed  interest
option  offered  under a  Contract  is the  Fixed  Account. Premium  payments or
transfers allocated to the Fixed Account, and 3% interest per year thereon,  are
guaranteed,  and additional interest  may be credited,  with certain withdrawals
subject to a market value adjustment and withdrawal charges. Unless specifically
mentioned, this prospectus only describes the variable investment options.

    This entire prospectus,  and those of  the Funds, should  be read  carefully
before  investing to understand  the Contracts being  offered. The "Statement of
Additional Information"  dated September  11, 1995,  available at  no charge  by
calling  or  writing the  Company's Variable  Products  Service Center  as shown
above, provides further information. Its table of contents is at the end of this
prospectus.

    THIS PROSPECTUS IS VALID ONLY  WHEN ACCOMPANIED BY THE CURRENT  PROSPECTUSES
OF  THE MUTUAL FUNDS AVAILABLE  AS FUNDING OPTIONS FOR  THE CONTRACTS OFFERED BY
THIS PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

    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.

                      PROSPECTUS DATED: SEPTEMBER 11, 1995
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          6
FEES AND EXPENSES..............................          8
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE
 VARIABLE ACCOUNT..............................         11
THE FUNDS......................................         12
  General......................................         14
  Substitution of Securities...................         14
  Voting Rights................................         14
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         15
  Premium Payments.............................         15
  Allocation of Premium Payments...............         15
  Dollar Cost Averaging........................         16
  Contract Value...............................         16
  Accumulation Unit............................         16
CHARGES AND DEDUCTIONS.........................         17
  Deduction for Contingent Deferred Sales
   Charge (Sales Load).........................         17
  Deduction for Mortality and Expense Risk
   Charge......................................         18
  Deduction for Administrative Expense Charge..         19
  Deduction for Annuity Account Fee............         19
  Deduction for Premium Tax Equivalents........         19
  Deduction for Income Taxes...................         19
  Deduction for Fund Expenses..................         19
  Deduction for Transfer Fee...................         19
  Deduction for Optional Death Benefit.........         20
OTHER CONTRACT FEATURES........................         21
  Ownership....................................         21
  Assignment...................................         22
  Beneficiary..................................         22
  Change of Beneficiary........................         22
  Annuitant....................................         22
  Transfer of Contract Values between
   Sub-Accounts................................         23
  Procedures for Telephone Transfers...........         23
  Surrenders and Partial Withdrawals...........         24
  Delay of Payments and Transfers..............         24
  Death of the Contract Owner before the
   Annuity Date................................         25
  Death of the Annuitant before the Annuity
   Date........................................         26

<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>

  Death of the Annuitant after the
   Annuity Date................................         26
  Change in Operation of Variable Account......         26
  Modification.................................         26
  Discontinuance...............................         27
PERFORMANCE DATA...............................         27
  Money Market Sub-Account.....................         27
  Other Sub-Accounts...........................         27
  Performance Ranking or Rating................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         28
  Fixed Options................................         28
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payment...............         30
THE FIXED ACCOUNT..............................         30
  Market Value Adjustment......................         32
DISTRIBUTION OF THE CONTRACTS..................         33
TAX STATUS.....................................         34
  General......................................         34
  Diversification..............................         34
  Distribution Requirements....................         35
  Multiple Contracts...........................         36
  Tax Treatment of Assignments.................         36
  Withholding..................................         36
  Section 1035 Exchanges.......................         36
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         36
  Qualified Plans..............................         37
  Section 403(b) Plans.........................         37
  Individual Retirement Annuities..............         37
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         38
  Deferred Compensation Plans..................         38
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         38
FINANCIAL STATEMENTS...........................         39
LEGAL PROCEEDINGS..............................         39
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         39
</TABLE>

2
<PAGE>
DEFINITIONS

                    ACCUMULATION PERIOD: The period from the Effective Date to
                    the Annuity Date, the date on which the Death Benefit
                    becomes payable or the date on which the Contract is
                    surrendered or annuitized, whichever is earliest.

                    ACCUMULATION UNIT: A measuring unit used to calculate the
                    value of the Owner's interest in each funding option used in
                    the variable portion of the Contract prior to the Annuity
                    Date.

                    ANNUITANT: A person designated by the Owner in writing upon
                    whose continuation of life any series of payments for a
                    definite period or involving life contingencies depends. If
                    the Annuitant dies before the Annuity Date, the Owner
                    becomes the Annuitant until naming a new Annuitant.

                    ANNUITY ACCOUNT VALUE: The value of the Contract at any
                    point in time.

                    ANNUITY DATE: The date on which annuity payments commence.

                    ANNUITY OPTION: The arrangement under which annuity payments
                    are made.

                    ANNUITY PERIOD: The period starting on the Annuity Date.

                    ANNUITY UNIT: A measuring unit used to calculate the portion
                    of annuity payments attributable to each funding option used
                    in the variable portion of the Contract on and after the
                    Annuity Date.

                    BENEFICIARY: The person entitled to the Death Benefit, who
                    must also be the "Designated Beneficiary", for purposes of
                    Section 72(s) of the Code, upon the Owner's death.

                    CODE: The Internal Revenue Code of 1986, as amended.

                    COMPANY: CIGNA Life Insurance Company.

                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus.

                    CONTRACT ANNIVERSARY, CONTRACT YEAR, EFFECTIVE DATE: The
                    Contract's Effective Date is the date it is issued. It is
                    also the date on which the first Contract Year, a 12-month
                    period, begins. Subsequent Contract Years begin on each
                    Contract Anniversary, which is the anniversary of the
                    Effective Date.

                    CONTRACT MONTH: The period from one Monthly Anniversary Date
                    to the next.

                    CONTRACT OWNER (OR OWNER): The person(s) initially
                    designated in the application or otherwise, unless later
                    changed, as having all ownership rights under the Contract.

                    FIXED ACCOUNT: The portion of the Contract under which
                    principal is guaranteed and interest is credited. Fixed
                    Account Assets are maintained in the Company's General
                    Account and not allocated to the Variable Account.

                    FIXED ANNUITY: An annuity with payments which do not vary as
                    to dollar amount.

                    FUND(S): One or more of Alger American Fund -- Alger
                    American Small Capitalization Portfolio, Alger American
                    Leveraged AllCap Portfolio, Alger American MidCap Growth
                    Portfolio and Alger American Growth Portfolio; Fidelity
                    Variable Insurance Products Fund -- VIP Equity-Income
                    Portfolio and VIP Money Market Portfolio; Fidelity Variable
                    Insurance Products Fund II -- VIP II Investment Grade Bond
                    Portfolio and VIP II Asset Manager Portfolio; MFS Variable
                    Insurance Trust -- MFS Total Return Series, MFS Utilities
                    Series and MFS World Governments Series; Neuberger & Berman
                    Advisers Management Trust -- Balanced Portfolio, Limited
                    Maturity Bond Portfolio and Partners Portfolio; Quest for
                    Value Accumulation Trust -- Quest Global Equity Portfolio,
                    Quest

                                                                               3
<PAGE>
                    Managed Portfolio and Quest Small Cap Portfolio. Each is an
                    open-end management investment company (mutual fund) whose
                    shares are available to fund the benefits provided by the
                    Contract.

                    GUARANTEED INTEREST RATE: The rate of interest credited by
                    the Company on a compound annual basis during a Guaranteed
                    Period.

                    GUARANTEED PERIOD: The period for which interest, at either
                    an initial or subsequent Guaranteed Interest Rate, will be
                    credited to any amounts which an Owner allocates to a Fixed
                    Account Sub-Account. In most states in which these Contracts
                    are issued, this period may be one, three, five, seven or
                    ten years, as elected by the Owner.

                    GUARANTEED PERIOD AMOUNT: Any portion of a Purchaser's
                    Annuity Account Value allocated to a specific Guaranteed
                    Period with a specified Expiration Date (including credited
                    interest thereon).

                    INDEX RATE: An index rate based on the Treasury Constant
                    Maturity Series published by the Federal Reserve Board.

                    IN WRITING: In a written form satisfactory to the Company
                    and received by the Company at its Variable Products Service
                    Center.

                    MONTHLY ANNIVERSARY DATE: The monthly anniversary of the
                    Effective Date, as shown on the specifications page of the
                    Contract, when the Company makes the monthly calculation of
                    any charge for the Optional Death Benefit.

                    NON-QUALIFIED CONTRACTS: A Contract used in connection with
                    a retirement plan which does not receive favorable federal
                    income tax treatment under Code Section 401, 403, 408, or
                    457. The owner of a Non-Qualified Contract must be a natural
                    person or an agent for a natural person in order for the
                    Contract to receive favorable income tax treatment as an
                    annuity.

                    PAYEE: A recipient of payments under the Contract. The term
                    includes an Annuitant, a Beneficiary who becomes entitled to
                    benefits upon the death of the Annuitant, and the Owner's
                    estate.

                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. Premium Payment includes the initial Premium
                    Payment and subsequent Premium Payments.

                    QUALIFIED CONTRACT: A Contract used in connection with a
                    retirement plan which receives favorable federal income tax
                    treatment under Code Section 401, 403, 408 or 457.

                    SEVEN YEAR ANNIVERSARY: The seventh Contract Anniversary and
                    each succeeding Contract Anniversary occurring at any seven
                    year interval thereafter, for example, the 14th, 21st and
                    28th Contract Anniversaries.

                    SHARES: Shares of a Fund.

                    SUB-ACCOUNT: That portion of the Fixed Account associated
                    with specific Guaranteed Period(s) and Guaranteed Interest
                    Rate(s) and that portion of the Variable Account which
                    invests in shares of a specific Fund.

                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, market value adjustment,
                    contract fees, or premium tax equivalents) is paid to the
                    Owner. After a full surrender, all of the Owner's rights
                    under the Contract are terminated. In this prospectus, the
                    terms "surrender" and "withdrawal" are used interchangeably.

                    SURRENDER DATE: The date the Company processes the Owner's
                    election to surrender the Contract.

4
<PAGE>
                    VALUATION DATE: Every day on which Accumulation Units are
                    valued, which is each day on which the New York Stock
                    Exchange ("NYSE") is open for business, except any day on
                    which trading on the NYSE is restricted, or on which an
                    emergency exists, as determined by the Securities and
                    Exchange Commission ("Commission"), so that valuation or
                    disposal of securities is not practicable.

                    VALUATION PERIOD: The period of time beginning on the day
                    following the Valuation Date and ending on the next
                    Valuation Date. A Valuation Period may be more than one day
                    in length.

                    VARIABLE ACCOUNT: CIGNA Variable Annuity Separate Account I,
                    a separate account of the Company under Connecticut law, in
                    which the assets of the Sub-Account(s) funded through shares
                    of one or more of the Funds are maintained. Assets of the
                    Variable Account attributable to the Contracts are not
                    chargeable with the general liabilities of the Company.

                    VARIABLE ACCUMULATION UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Accumulation Period.

                    VARIABLE ANNUITY UNIT: A unit of measure used in the
                    calculation of the value of each variable portion of the
                    Owner's Annuity Account during the Annuity Period, to
                    determine the amount of each variable annuity payment.

                    VARIABLE PRODUCTS SERVICE CENTER: The office of the Company
                    to which Premium Payments should be sent, notices given and
                    any customer service requests made. Mailing address: CIGNA
                    Individual Insurance, Variable Products Service Center,
                    Routing S-154, Hartford, CT 06152-2154.

                                                                               5
<PAGE>
HIGHLIGHTS

                    Premium Payments attributable to the variable portion of the
                    Contracts will be allocated to a segregated asset account of
                    CIGNA Life Insurance Company (the "Company") which has been
                    designated CIGNA Variable Annuity Separate Account I (the
                    "Variable Account"). The Variable Account invests in shares
                    of one or more of the Funds available to fund the Contract
                    as selected by the Owner. Contract Owners bear the
                    investment risk for all amounts allocated to the Variable
                    Account. The Contract's provisions may vary in some states.
                    Inquiries about the Contracts may be made to the Company's
                    Variable Products Service Center.

                    The Contract may be returned within 10 days after it is
                    received. It can be mailed or delivered to either the
                    Company or the agent who sold it. Return of the Contract by
                    mail is effective on being postmarked, properly addressed
                    and postage prepaid. The Company will promptly refund the
                    Contract Value in states where permitted. This may be more
                    or less than the Premium Payment. In states where required,
                    the Company will promptly refund the Premium Payment, less
                    any partial surrenders. The Company has the right to
                    allocate initial Premium Payments to the Money Market
                    Sub-Account until the expiration of the right-to-examine
                    period. If the Company does so allocate an initial Premium
                    Payment, it will refund the greater of the Premium Payment,
                    less any partial surrenders, or the Contract Value. It is
                    the Company's current practice to directly allocate the
                    initial Premium Payment to the Fund(s) designated in the
                    application, unless state law requires a refund of Premium
                    Payments rather than of Annuity Account Value.

                    A Contingent Deferred Sales Charge (sales load) may be
                    deducted in the event of a full surrender or partial
                    withdrawal. The Contingent Deferred Sales Charge is imposed
                    on Premium Payments within seven (7) years after their being
                    made. Contract Owners may, not more frequently than once
                    each Contract Year, make a withdrawal of up to fifteen
                    percent (15%) of Premium Payments made, or any remaining
                    portion thereof, ("the Fifteen Percent Free") without
                    incurring a Contingent Deferred Sales Charge. The Contingent
                    Deferred Sales Charge will vary in amount, depending upon
                    the Contract Year in which the Premium Payment being
                    surrendered or withdrawn was made. For purposes of
                    determining the applicability of the Contingent Deferred
                    Sales Charge, surrenders and withdrawals are deemed to be on
                    a first-in, first-out basis.

                    The Contingent Deferred Sales Charge is found in the fee
                    table. (See also "Charges and Deductions -- Deduction for
                    Contingent Deferred Sales Charge (Sales Load).") The maximum
                    Contingent Deferred Sales Charge is 7% of Premium Payments.
                    There may also be a Market Value Adjustment on the Fixed
                    Account portion of the Contract.

                    There is a Mortality and Expense Risk Charge which is equal,
                    on an annual basis, to 1.20% of the average daily net assets
                    of the Variable Account. This Charge compensates the Company
                    for assuming the mortality and expense risks under the
                    Contract (See "Charges and Deductions -- Deduction for
                    Mortality and Expense Risk Charge"), other than the Optional
                    Death Benefit risk. (See "Charges and Deductions --
                    Deduction for Optional Death Benefit")

                    There is an Administrative Expense Charge which is equal, on
                    an annual basis, to 0.10% of the average daily net assets of
                    the Variable Account. (See "Charges and Deductions --
                    Deduction for Administrative Expense Charge")

                    There is an annual Annuity Account Fee of $35 unless the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year. (See "Charges and Deductions --
                    Deduction for Annuity Account Fee")

                    There is a charge for any Optional Death Benefit Risk(s)
                    elected. (See "Charges and Deductions -- Deduction for
                    Optional Death Benefit")

6
<PAGE>
                    Premium tax equivalents or other taxes payable to a state or
                    other governmental entity will be charged against Annuity
                    Account Value (See "Charges and Deductions -- Deduction for
                    Premium Taxes").

                    Under certain circumstances there may be assessed a $10
                    transfer fee when a Contract Owner transfers Annuity Account
                    Values from one Sub-Account to another (See "Charges and
                    Deductions -- Deduction for Transfer Fee").

                    There is a ten percent (10%) federal income tax penalty
                    applied to the income portion of any premature distribution
                    from Non-Qualified Contracts. However, the penalty is not
                    imposed on amounts distributed:

                    (a) after the Payee reaches age 59 1/2; (b) after the death
                    of the Contract Owner (or, if the Contract Owner is not a
                    natural person, the Annuitant); (c) if the Payee 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 Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his or her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982. For federal
                    income tax purposes, distributions are deemed to be on a
                    last-in, first-out basis. Different tax withdrawal penalties
                    and restrictions apply to Qualified Contracts issued
                    pursuant to plans qualified under Code Section 401, 403(b),
                    408 or 457. (See "Tax Status -- Tax Treatment of Withdrawals
                    -- Qualified Contracts.") For a further discussion of the
                    taxation of the Contracts, see "Tax Status."

                    MARKET  VALUE ADJUSTMENT. In certain situations, a surrender
                    or transfer  of  amounts  from the  Fixed  Account  will  be
                    subject  to  a  Market Value  Adjustment.  The  Market Value
                    Adjustment will  reflect  the relationship  between  a  rate
                    based  on an index published by the Federal Reserve Board as
                    to current yields on  U.S. government securities of  various
                    maturities  at  the time  a  surrender or  transfer  is made
                    ("Index Rate"),  and the  Index Rate  at the  time that  the
                    Premium Payments being surrendered or transferred were made.
                    Generally,  if the  Index Rate at  the time  of surrender or
                    transfer is  lower  than the  Index  Rate at  the  time  the
                    Premium  Payment was allocated, then  the application of the
                    Market Value Adjustment will result in a higher payment upon
                    surrender or transfer. Similarly, if  the Index Rate at  the
                    time  of surrender or transfer is higher than the Index Rate
                    at  the  time  the   Premium  Payment  was  allocated,   the
                    application  of the  Market Value  Adjustment will generally
                    result in a  lower payment upon  surrender or transfer.  The
                    Market  Value  Adjustment may  also  apply to  Death Benefit
                    payments but only if it would increase the Death Benefit. It
                    is not applied against a surrender or transfer taking  place
                    at the end of the Guaranteed Period.

                                                                               7
<PAGE>
FEES AND EXPENSES

                    CONTRACT OWNER TRANSACTION FEES

                    Contingent Deferred Sales Charge (as a percentage of Premium
                    Payments):

<TABLE>
<CAPTION>
                           YEARS SINCE
                             PAYMENT        CHARGE
                          -------------     ------
<S>                       <C>            <C>            <C>
                                  0-1             7%
                                  1-2             6%
                                  2-3             5%    A Contract Owner may, not more frequently than once each
                                  3-4             4%    Contract Year, make a withdrawal of up to 15% of Premium
                                  4-5             3%    Payments made, or the remaining portion thereof, without
                                  5-6             2%    incurring a Contingent Deferred Sales Charge.
                                  6-7             1%
                                   7+             0
</TABLE>

<TABLE>
<S>                   <C>                     <C>        <C>
                      Transfer Fee..........        $10

                      - Not imposed on the first three transfers during a Contract Year nor, if
                      the Annuity Account Value is at least $5,000 at the time of a transfer, on
                        the fourth through twelfth transfers during a Contract Year. Pre-scheduled
                        automatic dollar cost averaging transfers are not counted.
</TABLE>

<TABLE>
<S>                    <C>                        <C>
                       Annuity Account Fee......  $35 per Contract Year

                       - Waived if Annuity Account Value at the end of
                         the Contract Year is $100,000 or more.
</TABLE>

A Contract Owner may also elect the Optional Death Benefit(s) for which there is
a charge, prorated among the Sub-Accounts, which depends on the age and gender
classification (in accordance with state law) of the Owner (or the Annuitant, if
the Owner is a non-natural person) and on the dollar amount which is at risk.
(See "Deductions -- Optional Death Benefit.")

                    VARIABLE ACCOUNT ANNUAL EXPENSES

<TABLE>
<S>                    <C>                                            <C>
                     (as a percentage of average account value)
                     Mortality and Expense Risk Charge..............    1.20%
                     Administrative Expense Charge..................    0.10%
                                                                      ------
                     Total Variable Account Annual Expenses.........    1.30%
</TABLE>

8
<PAGE>
                    FUND ANNUAL EXPENSES (as a percentage of Fund average net
                    assets).
                    The management fees for each Fund are based on a percentage
                    of that Fund's assets under management. The fees below
                    represent the amounts payable to the investment adviser of
                    each of the Funds on an annual basis as of the date of this
                    Prospectus, plus estimated other expenses. See "The Funds"
                    in this Prospectus and the discussion in each Fund's
                    prospectus.

<TABLE>
<CAPTION>
                                                                                    MANAGEMENT    OTHER       TOTAL ANNUAL
                                                                                       FEES      EXPENSES       EXPENSES
                                                                                    ----------   --------     -------------
<C>                   <S>                                                           <C>          <C>          <C>
   ALGER AMERICAN     Alger American Growth Portfolio.............................       0.75%       0.11%           0.86%
       FUNDS          Alger American Leveraged AllCap Portfolio...................       0.85%       0.94%(1)        1.79%
                      Alger American MidCap Growth Portfolio......................       0.80%       0.17%           0.97%
                      Alger American Small Capitalization Portfolio...............       0.85%       0.11%           0.96%
   FIDELITY FUNDS     Asset Manager Portfolio.....................................       0.72%       0.08%           0.80%(2)
                      Equity-Income Portfolio.....................................       0.52%       0.06%           0.58%(2)
                      Investment Grade Bond Portfolio.............................       0.46%       0.21%           0.67%
                      Money Market Portfolio......................................       0.20%       0.07%           0.27%
    MFS FUNDS(3)      MFS Total Return Series.....................................       0.75%       0.25%(3)        1.00%(3)
                      MFS Utilities Series........................................       0.75%       0.25%(3)        1.00%(3)
                      MFS World Governments Series................................       0.75%       0.25%(3)        1.00%(3)
 NEUBERGER & BERMAN   AMT Balanced Portfolio......................................       0.80%       0.17%           0.97%
      FUNDS(4)        AMT Limited Maturity Bond Portfolio.........................       0.60%       0.13%           0.73%
                      AMT Partners Portfolio(5)...................................       0.80%       0.50%           1.30%
  QUEST FOR VALUE     Quest Global Equity Portfolio...............................       0.75%       0.50%           1.25%
      FUNDS(6)        Quest Managed Portfolio.....................................       0.60%       0.06%           0.66%
                      Quest Small Cap Portfolio...................................       0.60%       0.14%           0.74%
</TABLE>

1   Includes 0.75% estimated interest expense attributable to borrowing.

2   A portion of the brokerage commissions the Portfolio paid was used to reduce
    its expenses. Without this reduction, Total Annual Expenses would have been
    0.81% for Asset Manager and 0.60% for Equity Income Portfolio.

3   The Funds' Adviser has agreed to bear, subject to reimbursement, expenses
    for each of the Total Return Series and Utilities Series, such that each
    Series' aggregate operating expense shall not exceed, on an annualized
    basis, 1.00% of the average daily net assets of the Series from November 2,
    1994 through December 31, 1996, 1.25% of the average daily net assets of the
    Series from January 1, 1997 through December 31, 1998, and 1.50% of the
    average daily net assets of the Series from January 1, 1999 through December
    31, 2004; provided however, that this obligation may be terminated or
    revised at any time. Absent this expense arrangement, "Other Expenses" and
    "Total Annual Expenses" would be 0.62% and 1.37%, respectively, for the
    Total Return Series, and 0.93% and 1.68%, respectively, for the Utilities
    Series, based upon estimated expenses for the Series' current fiscal year.
    The Adviser has agreed to bear, subject to reimbursement, until December 31,
    2004, expenses of the World Governments Series such that the Series'
    aggregate operating expenses do not exceed 1.00%, on an annualized basis, of
    its average daily net assets. Absent this expense arrangement, "Other
    Expenses" and "Total Annual Expenses" for the World Governments Series would
    be 0.63% and 1.38%, respectively.

4   Until May 1, 1995, all of these Portfolios had a Distribution Plan ("Plan")
    pursuant to Rule 12b-1 which provided for the reimbursement of N&B
    Management for certain Trust distribution expenses up to a maximum of 0.25%
    on an annual basis of each Portfolio's average daily net assets. The "Total
    Annual Expenses" shown here for each AMT Portfolio would be increased by
    0.02% if the 12b-1 fees for the months of January through April, 1995 were
    taken into account.

5   Other Expenses, and therefore Total Annual Expenses, have been estimated and
    are annualized for the Partners Portfolio.

6   The expenses for the Quest Managed, Small Cap and Global Equity Portfolios
    will be voluntarily limited by Quest for Value Advisors so that annualized
    operating fund expenses do not exceed 0.66%, 0.74%, and 1.25% for the Quest
    Managed, Small Cap and Global Equity Portfolios, respectively, through
    December 31, 1995. Moreover, absent any future agreement by Quest Advisors
    to limit expenses of the portfolios of Quest for Value Accumulation Trust as
    delineated above, Quest Advisors will reimburse Quest for Value Accumulation
    Trust for the amount, if any, by which the aggregate ordinary operating
    expenses of any portfolio incurred by Quest for Value Accumulation Trust in
    any calendar year exceed the most restrictive expense limitations (currently
    2 1/2% of the first $30 million of assets, 2% of the next $70 million of
    assets and 1 1/2% of the remaining average net assets) then in effect under
    any state securities law or regulation. Without such expense limitations, it
    is estimated that the "Management Fees," "Other Expenses" and "Total
    Portfolio Annual Expenses" incurred for the fiscal year ended December 31,
    1995 are estimated to be: .60%, .22% and .82%, respectively for the Managed
    Portfolio; .60%, .55% and 1.15%, respectively for the Small Cap Portfolio;
    and .75%, 6.28% and 7.03%, respectively for the Global Equity Portfolio.
    Variations in the actual amount of average assets in any of these Portfolios
    during 1995 can cause significant variations in expenses expressed as a
    percentage of that Portfolio's average net assets. It is estimated by Quest
    management that by the end of 1995, the net assets of each of these
    Portfolios will be sufficient such that the total annual expenses of each
    Portfolio will, on an annualized basis, be approximately equal to, if not
    less than, the voluntary limits.

                                                                               9
<PAGE>
                    The purpose of the foregoing Table on page 9 of this
                    Prospectus is to assist the Contract Owner in understanding
                    the various costs and expenses that a Contract Owner will
                    incur, directly or indirectly. For additional information,
                    see the discussion in each Fund's prospectus. Premium tax
                    equivalents and charges for the Optional Death Benefit(s),
                    if elected, are not reflected in the Table, though they may
                    apply.

                    EXAMPLES

                    The Contract Owner would pay the following expenses on a
                    $1,000 investment, assuming a 5% annual return on assets,
                    and assuming all Premium Payments are allocated to the
                    Variable Account:

<TABLE>
<CAPTION>
                                                                                  1 YEAR   3 YEARS   5 YEARS   10 YEARS
                                                                                  ------   -------   -------   --------
<S>                                                                               <C>      <C>       <C>       <C>
                     1. IF THE CONTRACT IS SURRENDERED AT THE END OF THE APPLICABLE TIME
                      PERIOD:
                     Alger Small Capitalization Portfolio.......................   $84      $117      $154       $274
                     Alger Leveraged AllCap Portfolio...........................   $92      $142      $194       $353
                     Alger MidCap Growth Portfolio..............................   $84      $118      $154       $275
                     Alger Growth Portfolio.....................................   $83      $114      $149       $264
                     Fidelity VIP Equity-Income Portfolio.......................   $80      $106      $134       $235
                     Fidelity VIP Money Market Portfolio........................   $77      $ 96      $118       $202
                     Fidelity VIP II Investment Grade Bond Portfolio............   $81      $109      $139       $244
                     Fidelity VIP II Asset Manager Portfolio....................   $82      $113      $145       $257
                     MFS Total Return Series....................................   $84      $119      $156       $278
                     MFS Utilities Series.......................................   $84      $119      $156       $278
                     MFS World Governments Series...............................   $84      $119      $156       $278
                     AMT Balanced Portfolio.....................................   $84      $118      $154       $275
                     AMT Limited Maturity Bond Portfolio........................   $82      $110      $142       $250
                     AMT Partners Portfolio.....................................   $87      $128      $170       $307
                     Quest For Value Global Equity Portfolio....................   $87      $126      $168       $302
                     Quest For Value Managed Portfolio..........................   $81      $108      $138       $243
                     Quest For Value Small Cap Portfolio........................   $82      $111      $142       $251
</TABLE>

                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:

<TABLE>
<S>                                                                               <C>      <C>       <C>       <C>
                     Alger Small Capitalization Portfolio.......................   $24      $ 75      $128       $274
                     Alger Leveraged AllCap Portfolio...........................   $33      $ 99      $169       $353
                     Alger MidCap Growth Portfolio..............................   $24      $ 75      $129       $275
                     Alger Growth Portfolio.....................................   $23      $ 72      $123       $264
                     Fidelity VIP Equity-Income Portfolio.......................   $21      $ 63      $109       $235
                     Fidelity VIP Money Market Portfolio........................   $17      $ 54      $ 93       $202
                     Fidelity VIP II Investment Grade Bond Portfolio............   $21      $ 66      $113       $244
                     Fidelity VIP II Asset Manager Portfolio....................   $23      $ 70      $120       $257
                     MFS Total Return Series....................................   $25      $ 76      $130       $278
                     MFS Utilities Series.......................................   $25      $ 76      $130       $278
                     MFS World Governments Series...............................   $25      $ 76      $130       $278
                     AMT Balanced Portfolio.....................................   $24      $ 75      $129       $275
                     AMT Limited Maturity Bond Portfolio........................   $22      $ 68      $116       $250
                     AMT Partners Portfolio.....................................   $28      $ 85      $145       $307
                     Quest For Value Global Equity Portfolio....................   $27      $ 84      $142       $302
                     Quest For Value Managed Portfolio..........................   $21      $ 66      $113       $243
                     Quest For Value Small Cap Portfolio........................   $22      $ 68      $117       $251
</TABLE>

                    The preceding tables are intended to assist the Owner in
                    understanding the costs and expenses borne, directly or
                    indirectly, by Premium Payments allocated to the Variable
                    Account. These include the expenses of the Funds, certain of
                    which are subject to expense reimbursement arrangements
                    which may be subject to change. See the Funds' Prospectuses.
                    In addition to the expenses listed above, charges for
                    premium tax equivalents and charges for any Optional Death
                    Benefit(s) selected may be applicable.

10
<PAGE>
                    These examples reflect the annual $35 Annuity Account Fee as
                    an annual charge of .14% of assets, based upon an
                    anticipated average Annuity Account Value of $25,000.

                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.

CONDENSED FINANCIAL INFORMATION

                    At the date of this Prospectus, the Variable Account had not
                    yet commenced operations. The starting Accumulation Unit
                    value for each Sub-Account will be $10.00.

THE COMPANY AND THE VARIABLE ACCOUNT

                    THE COMPANY. The Company is a stock life insurance company
                    incorporated under the laws of Connecticut in 1981. Its Home
                    Office mailing address is Hartford, Connecticut 06152,
                    Telephone (860) 726-6000. It has obtained authorization to
                    do business in the District of Columbia and all states
                    except Alabama, California, Illinois, New York and North
                    Carolina. The Company issues group and individual life
                    insurance policies and annuities. The Company is a
                    wholly-owned subsidiary of Connecticut General Life
                    Insurance Company which is a wholly-owned subsidiary of
                    Connecticut General Corporation, Bloomfield, Connecticut.
                    Connecticut General Corporation is wholly-owned by CIGNA
                    Holdings Inc., Philadelphia, Pennsylvania which is in turn
                    wholly-owned by CIGNA Corporation, Philadelphia,
                    Pennsylvania. Connecticut General Corporation is the holding
                    company of various insurance companies, one of which is
                    CIGNA Life Insurance Company.

                    THE VARIABLE ACCOUNT. The Variable Account was established
                    by the Company as a separate account on October 11, 1994
                    pursuant to a resolution of its Board of Directors. Under
                    Connecticut insurance law, the income, gains or losses of
                    the Variable Account are credited to or charged against the
                    assets of the Variable Account without regard to the other
                    income, gains, or losses of the Company. Although that
                    portion of the assets maintained in the Variable Account
                    equal to the reserves and other contract liabilities with
                    respect to the Variable Account will not be charged with any
                    liabilities arising out of any other business conducted by
                    the Company, all obligations arising under the Contracts,
                    including the promise to make annuity payments, are general
                    corporate obligations of the Company.

                    The Variable Account is registered with the Securities and
                    Exchange Commission ("Commission") as a unit investment
                    trust under the Investment Company Act of 1940, as amended
                    ("the 1940 Act") and meets the definition of a separate
                    account under the federal securities laws. Registration with
                    the Commission does not involve supervision of the
                    management or investment practices or policies of the
                    Variable Account or of the Company by the Commission.

                    The assets of the Variable Account are divided into
                    Sub-Accounts. Each Sub-Account invests exclusively in shares
                    of a specific Fund. All amounts allocated to the Variable
                    Account will be used to purchase Fund shares as designated
                    by the Owner at their net asset value. Any and all
                    distributions made by the Fund with respect to the shares
                    held by the Variable Account will be reinvested to purchase
                    additional shares at their net asset value. Deductions from
                    the Variable Account for cash withdrawals, annuity payments,
                    death benefits, annuity account fees, mortality and expense
                    risk charges, administrative expense charges, the cost of
                    any Optional Death Benefit(s) and any applicable taxes will,
                    in effect, be made by redeeming the number of Fund shares at
                    their net asset value equal in total value to the amount to
                    be deducted. The Variable Account will purchase and redeem
                    Fund shares on an aggregate basis and will be fully invested
                    in Fund shares at all times.

                                                                              11
<PAGE>
THE FUNDS

                    Each of the seventeen Sub-Accounts of the Variable Account
                    is invested solely in shares of one of the seventeen Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of six Massachusetts or
                    Delaware business trusts, collectively referred to herein as
                    the "Trusts", each of which is registered as an open-end,
                    diversified management investment company under the 1940
                    Act.

                    The Trusts and their investment advisers and distributors
                    are:

                        Alger American Fund ("Alger Trust"), managed by Fred
                        Alger Management, Inc., 75 Maiden Lane, New York, NY
                        10038; and distributed by Fred Alger & Company,
                        Incorporated, 30 Montgomery Street, Jersey City, NJ
                        07302;

                        Variable Insurance Products Fund I ("Fidelity Trust I"),
                        and Variable Insurance Products Fund II ("Fidelity Trust
                        II"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;

                        MFS Variable Insurance Trust ("MFS Trust"), managed by
                        Massachusetts Financial Services Company and distributed
                        by MFS Investor Services, Inc., 500 Boylston Street,
                        Boston, MA 02116;

                        Neuberger & Berman Advisers Management Trust ("Neuberger
                        & Berman AMT Trust"), managed and distributed by
                        Neuberger & Berman Management Incorporated, 605 Third
                        Avenue, New York, NY 10158-0006;

                        Quest for Value Accumulation Trust ("Quest for Value
                        Trust"), managed by Quest for Value Advisors and
                        distributed by Quest for Value Distributors, One World
                        Financial Center, New York, NY 10281.

                    Four Funds of ALGER Trust are available under the Contracts:
                        Alger American Growth Portfolio;
                        Alger American Leveraged AllCap Portfolio;
                        Alger American MidCap Growth Portfolio;
                        Alger American Small Capitalization Portfolio.

                    Two Funds of FIDELITY Trust I are available under the
                    Contracts:
                        Equity-Income Portfolio ("Fidelity Equity-Income
                        Portfolio").
                        Money Market Portfolio ("Fidelity Money Market Fund").

                    Two Funds of FIDELITY Trust II are available under the
                    Contracts:
                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity Bond
                    Portfolio").

                    Three Funds of MFS Trust are available under the Contracts:
                        MFS Total Return Series;
                        MFS Utilities Series;
                        MFS World Governments Series.

                    Three Funds of NEUBERGER & BERMAN AMT Trust are available
                    under the Contracts:
                        AMT Balanced Portfolio;
                        AMT Limited Maturity Bond Portfolio;
                        AMT Partners Portfolio.

                    Three Funds of QUEST FOR VALUE Trust are available under the
                    Contracts:
                        Quest Global Equity Portfolio;
                        Quest Managed Portfolio;
                        Quest Small Cap Portfolio.

12
<PAGE>
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at page 9 of this
                    Prospectus.

                    There follows a brief description of the investment
                    objective of each Fund. There can be no assurance that any
                    of the stated investment objectives will be achieved.

                    ALGER AMERICAN GROWTH PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of $1 billion or greater.

                    ALGER AMERICAN LEVERAGED ALLCAP PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, with the ability to
                    engage in leveraging (up to one-third of assets) and options
                    and futures transactions.

                    ALGER AMERICAN MIDCAP GROWTH PORTFOLIO: Seeks long-term
                    capital appreciation by investing in a diversified, actively
                    managed portfolio of equity securities, primarily of
                    companies with total market capitalization between $750
                    million and $3.5 billion.

                    ALGER AMERICAN SMALL CAP PORTFOLIO: Seeks long-term capital
                    appreciation by investing in a diversified, actively managed
                    portfolio of equity securities, primarily of companies with
                    total market capitalization of less than $1 billion.

                    FIDELITY ASSET MANAGER PORTFOLIO: Seeks high total return
                    with reduced risk over the long-term by allocating its
                    assets among domestic and foreign stocks, bonds and short-
                    term fixed-income instruments.

                    FIDELITY BOND PORTFOLIO: Seeks as high a level of current
                    income as is consistent with the preservation of capital by
                    investing in a broad range of investment-grade fixed-income
                    securities, with a dollar-weighted average portfolio
                    maturity of ten years or less.

                    FIDELITY EQUITY-INCOME PORTFOLIO: Seeks reasonable income by
                    investing primarily in income-producing equity securities,
                    with some potential for capital appreciation, seeking to
                    exceed the composite yield on the securities comprising the
                    Standard and Poor's 500 Composite Stock Price Index.

                    FIDELITY MONEY MARKET FUND: Seeks as high a level of current
                    income as is consistent with preserving capital and
                    providing liquidity, through investment in high quality U.S.
                    dollar denominated money market securities of domestic and
                    foreign issuers.

                    MFS TOTAL RETURN SERIES: Seeks primarily to obtain
                    above-average income, (compared to a portfolio entirely
                    invested in equity securities) consistent with the prudent
                    employment of capital, and secondarily to provide a
                    reasonable opportunity for growth of capital and income.

                    MFS UTILITIES SERIES: Seeks capital growth and current
                    income (income above that obtainable from a portfolio
                    invested entirely in equity securities) by investing, under
                    normal circumstances, at least 65% of its assets in equity
                    and debt securities of utility companies.

                    MFS WORLD GOVERNMENTS SERIES: Seeks not only preservation,
                    but also growth, of capital together with moderate current
                    income through a professionally managed, internationally
                    diversified portfolio consisting primarily of debt
                    securities and to a lesser extent equity securities.

                    AMT BALANCED PORTFOLIO: Seeks long-term capital growth and
                    reasonable current income without undue risk to principal.

                    AMT LIMITED MATURITY BOND PORTFOLIO: Seeks the highest
                    current income consistent with low risk to principal and
                    liquidity; and secondarily, enhanced total return through
                    capital appreciation when market factors, such as falling
                    interest rates and rising bond prices, indicate that capital
                    appreciation may be available without significant risk to
                    principal.

                    AMT PARTNERS PORTFOLIO: Seeks capital growth. Invests
                    primarily in common stocks of established companies, using
                    the value-oriented investment approach. The Portfolio

                                                                              13
<PAGE>
                    seeks capital growth through an investment approach that is
                    designed to increase capital with reasonable risk. Its
                    investment program seeks securities believed to be
                    undervalued based on strong fundamentals such as low
                    price-to-earnings ratios, consistent cash flow, and support
                    from asset values.

                    QUEST GLOBAL EQUITY PORTFOLIO: Seeks long-term capital
                    appreciation through a global investment strategy primarily
                    involving equity securities.

                    QUEST MANAGED PORTFOLIO: Seeks growth of capital over time
                    through investment in a portfolio of common stocks, bonds
                    and cash equivalents, the percentage of which will vary
                    based on management's assessments of relative investment
                    values.

                    QUEST SMALL CAP PORTFOLIO: Seeks capital appreciation
                    through investments in a diversified portfolio of equity
                    securities of companies with market capitalizations of under
                    $1 billion.

                    The AMT Partners Portfolio, Fidelity Equity-Income
                    Portfolio, Fidelity Asset Manager Portfolio, MFS Total
                    Return Series, MFS Utilities Series, MFS World Governments
                    Series, Quest for Value Global Equity Portfolio, Quest for
                    Value Managed Portfolio, and the Quest for Value Small Cap
                    Portfolio funds may invest in non-investment grade, high
                    yield, high-risk debt securities (commonly referred to as
                    "junk bonds"), as detailed in the individual fund
                    prospectuses.

                    GENERAL

                    There is no assurance that the investment objective of any
                    of the Funds will be met. Contract Owners bear the complete
                    investment risk for Annuity Account Values allocated to a
                    Variable Account Sub-Account. Each such Sub-Account involves
                    inherent investment risk, and such risk varies significantly
                    among the Sub-Accounts. Contract Owners should read each
                    Fund's prospectus carefully and understand the Funds'
                    relative degrees of risk before making or changing
                    investment choices. Additional Funds may, from time to time,
                    be made available as investments to underlie the Contracts.
                    However, the right to make such selections will be limited
                    by the terms and conditions imposed on such transactions by
                    the Company (See "Purchase Payments and Contract Value --
                    Allocation of Purchase Payments").

                    SUBSTITUTION OF SECURITIES

                    If the shares of any Fund should no longer be available for
                    investment by the Variable Account or if, in the judgment of
                    the Company, further investment in such shares should become
                    inappropriate in view of the purpose of the Contracts, the
                    Company may substitute shares of another Fund. No
                    substitution of securities in any Sub-Account may take place
                    without prior approval of the Commission and under such
                    requirements as it may impose.

                    VOTING RIGHTS

                    In accordance with its view of present applicable law, the
                    Company will vote the shares of each Fund held in the
                    Variable Account at special meetings of the shareholders of
                    the particular Trust in accordance with written instructions
                    received from persons having the voting interest in the
                    Variable 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 Trusts do
                    not hold regular meetings of shareholders. Shareholder votes
                    take place whenever state law or the 1940 Act so require,
                    for example on certain elections of Boards of Trustees, the
                    initial approval of investment advisory contracts and
                    changes in investment objectives and fundamental investment
                    policies.

14
<PAGE>
                    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 the meeting of the
                    particular Trust. Voting instructions will be solicited by
                    written communication at least fourteen (14) days prior to
                    the meeting.

                    The Funds' shares are issued and redeemed only in connection
                    with variable annuity contracts and variable life insurance
                    policies issued through separate accounts of the Company and
                    other life insurance companies. The Trusts do not foresee
                    any disadvantage to Contract Owners arising out of the fact
                    that shares may be made available to separate accounts which
                    are used in connection with both variable annuity and
                    variable life insurance products. Nevertheless, the Trusts'
                    Boards intend to monitor events in order to identify any
                    material irreconcilable conflicts which may possibly arise
                    and to determine what action, if any, should be taken in
                    response thereto. If such a conflict were to occur, one of
                    the separate accounts might withdraw its investment in a
                    Fund. This might force a Fund to sell portfolio securities
                    at disadvantageous prices.

PREMIUM PAYMENTS AND CONTRACT VALUE

                    PREMIUM PAYMENTS

                    The Contracts may be purchased under a flexible premium
                    payment plan. Premium Payments are payable in the frequency
                    and in the amount selected by the Contract Owner. The
                    initial Premium Payment is due on the Effective Date. It
                    must be at least $2,500 ($2,000 for an Individual Retirement
                    Annuity under Section 408 of the Code). Subsequent Premium
                    Payments must be at least $100. These minimum amounts are
                    not waived for Qualified Plans. The Company reserves the
                    right to decline any application or Premium Payment. A
                    Premium Payment in excess of $1 million requires preapproval
                    by the Company.

                    The Company may, at its sole discretion, waive the minimum
                    payment requirements.

                    The Contract Owner may elect to increase, decrease or change
                    the frequency of Premium Payments.

                    ALLOCATION OF PREMIUM PAYMENTS

                    Premium Payments are allocated to one or more of the
                    appropriate Sub-Accounts within the Variable Account and
                    Fixed Account as selected by the Contract Owner. For each
                    Variable Account Sub-Account, the Premium Payments are
                    converted into Accumulation Units. The number of
                    Accumulation Units credited to the Contract is determined by
                    dividing the Premium Payment allocated to the Sub-Account by
                    the value of the Accumulation Unit for the Sub-Account.

                    The Company will allocate the initial Premium Payment
                    directly to the Sub-Account(s) selected by the Owner unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.

                    Transfers do not necessarily affect the allocation
                    instructions for payments. Subsequent payments will be
                    allocated as directed by the Owner; if no direction is
                    given, the allocation will be that which has been most
                    recently directed for payments by the Owner. The Owner may
                    change the allocation of future payments without fee,
                    penalty or other charge upon written notice to the Variable
                    Products Service Center. A change will be effective for
                    payments received on or after receipt of the written notice
                    of change.

                    Not less than 10% of any Premium Payment at the time of any
                    allocation may be allocated to a single Sub-Account, and no
                    allocation can be made which would result in a Sub-Account
                    value of less than $500.

                    For initial Premium Payments, if the application for a
                    Contract is in good order, the Company will apply the
                    Premium Payment to the Variable Account and credit the

                                                                              15
<PAGE>
                    Contract with Accumulation Units within two business days of
                    receipt at the Accumulation Unit Value for the Valuation
                    Period during which the Premium Payment is accepted unless
                    state law requires, during the right-to-examine period, a
                    refund of Premium Payments rather than Annuity Account
                    Value.

                    If the application for a Contract is not in good order, the
                    Company will attempt to get it in good order or the Company
                    will return the application and the Premium Payment within
                    five business days. The Company will not retain a Premium
                    Payment for more than five business days while processing an
                    incomplete application unless it has been so authorized by
                    the purchaser.

                    For each subsequent Premium Payment, the Company will apply
                    such payment to the Variable Account and credit the Contract
                    with Accumulation Units at the Accumulation Unit Value for
                    the Valuation Period during which each such payment was
                    received in good order.

                    DOLLAR COST AVERAGING

                    Dollar Cost Averaging is a program which, if elected,
                    enables a Contract Owner to systematically allocate
                    specified dollar amounts from the Money Market Sub-Account
                    to the Contract's other Sub-Accounts at regular intervals.
                    By allocating on a regularly scheduled basis as opposed to
                    allocating the total amount at one particular time, a
                    Contract Owner may be less susceptible to the impact of
                    market fluctuations.

                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account value of at least $12,000. The
                    minimum amount per month to allocate is $1,000. All Dollar
                    Cost Averaging transfers will be made effective the
                    twentieth of the month (or the next Valuation Date if the
                    twentieth of the month is not a Valuation Date). Election
                    into this program may occur at any time by properly
                    completing the Dollar Cost Averaging election form,
                    returning it to the Company so it is received by the tenth
                    of the month, to be effective that month, and insuring that
                    sufficient value is in the Money Market Sub-Account.
                    Transfers to or from the Fixed Account are not permitted
                    under Dollar Cost Averaging.

                    Dollar Cost Averaging will terminate when any of the
                    following occurs: (1) the number of designated transfers has
                    been completed; (2) the value of the Money Market Sub-
                    Account is insufficient to complete the next transfer; (3)
                    the Owner requests termination in writing and such writing
                    is received by the tenth of the month in order to cancel the
                    transfer scheduled to take effect that month; or (4) the
                    Contract is surrendered.

                    The Dollar Cost Averaging program may not be active
                    following the Annuity Date. There is no current charge for
                    Dollar Cost Averaging but the Company reserves the right to
                    charge for this program. In the event there are additional
                    transfers, the transfer fee may be charged. The Company does
                    not intend to profit from any such charge.

                    CONTRACT VALUE

                    The value of the Contract is the sum of the values
                    attributable to the Contract for each Fixed and Variable
                    Sub-Account. The value of each Variable Sub-Account is
                    determined by multiplying the number of Accumulation Units
                    attributable to the Contract in the Sub-Account by the value
                    of an Accumulation Unit for the Sub-Account.

                    ACCUMULATION UNIT

                    Premium Payments allocated to the Variable Account are
                    converted into Accumulation Units. This is done by dividing
                    each Premium Payment by the value of an Accumulation Unit
                    for the Valuation Period during which the Premium Payment is
                    allocated to the Variable Account. The Accumulation Unit
                    value for each Sub-Account will be set initially

16
<PAGE>
                    at $10. It may increase or decrease from Valuation Period to
                    Valuation Period. The Accumulation Unit value for any later
                    Valuation Period is determined by multiplying the
                    Accumulation Unit Value for that Sub-Account for the
                    preceding Valuation Period by the Net Investment Factor for
                    the current Valuation Period. The Net Investment Factor is
                    calculated as follows:

                    The Net Investment Factor for any Variable Account
                    Sub-Account for any Valuation Period is determined by
                    dividing (a) by (b) and then subtracting (c) from the
                    result, where:
                    (a) Is the net result of:
                       (1)the net asset value (as described in the prospectus
                          for the Fund) of a Fund share held in the Variable
                          Account Sub-Account determined as of the end of the
                          Valuation Period, plus
                       (2)the per share amount of any dividend or other
                          distribution declared by the Fund on the shares held
                          in the Variable Account Sub-Account if the
                          "ex-dividend" date occurs during the Valuation Period,
                          plus or minus
                       (3)a per share credit or charge with respect to any taxes
                          paid or reserved for by the Company during the
                          Valuation Period which are determined by the Company
                          to be attributable to the operation of the Variable
                          Account Sub-Account;
                    (b) is the net asset value of a Fund share held in the
                        Variable Account Sub-Account determined as of the end of
                        the preceding Valuation Period; and
                    (c) is the asset charge factor determined by the Company for
                        the Valuation Period to reflect the charges for assuming
                        the mortality and expense risks and for administrative
                        expenses.

                    The asset charge factor for any Valuation Period is equal to
                    the daily asset charge factor multiplied by the number of
                    24-hour periods in the Valuation Period.

CHARGES AND DEDUCTIONS

                    Various charges and deductions are made from Annuity Account
                    Values and the Variable Account. These charges and
                    deductions are:

                    DEDUCTION FOR CONTINGENT DEFERRED SALES CHARGE (SALES LOAD)

                    Upon a partial withdrawal or full surrender, a Contingent
                    Deferred Sales Charge (sales load) will be calculated and
                    will be deducted from the Annuity Account Value. This Charge
                    reimburses the Company for expenses incurred in connection
                    with the promotion, sale and distribution of the Contracts.
                    The Contingent Deferred Sales Charge applies only to those
                    Premium Payments received within seven (7) years of the date
                    of partial withdrawal or full surrender. In calculating the
                    Contingent Deferred Sales Charge, Premium Payments are
                    allocated to the amount surrendered or withdrawn on a
                    first-in, first-out basis. The amount of the Contingent
                    Deferred Sales Charge is calculated by: (a) allocating
                    Premium Payments to the amount surrendered; (b) multiplying
                    each allocated Premium Payment that has been held under the
                    Contract for the period shown below by the charge shown
                    below:

<TABLE>
<CAPTION>
                                   YEARS SINCE PAYMENT   CHARGE
                                   -------------------   -------
                                   <S>                   <C>
                                           0-1               7%
                                           1-2               6%
                                           2-3               5%
                                           3-4               4%
                                           4-5               3%
                                           5-6               2%
                                           6-7               1%
                                           7+                0
</TABLE>

                                                                              17
<PAGE>
                    and (c) adding the products of each multiplication in (b)
                    above. The charge will not exceed 7% of the Premium
                    Payments. Any applicable negative Market Value Adjustment
                    and Annuity Account Fee will be deducted before application
                    of the Contingent Deferred Sales Charge. The charge is not
                    imposed on any death benefit paid or upon amounts applied to
                    an annuity option.

                    A Contract Owner may, not more frequently than once each
                    Contract Year, make a withdrawal of up to fifteen percent
                    (15%) of Premium Payments, or any remaining portion thereof,
                    without incurring a Contingent Deferred Sales Charge. The
                    earliest Premium Payments remaining in the Contract will be
                    deemed withdrawn first under this Fifteen Percent Free, even
                    if no Contingent Deferred Sales Charge would have been
                    assessed on such a withdrawal. No Contingent Deferred Sales
                    Charge will be deducted from Premium Payments which have
                    been held under the Contract for more than seven (7)
                    Contract Years or as annuity payments. The Company may also
                    eliminate or reduce the Contingent Deferred Sales Charge
                    under the Company procedures then in effect.

                    For a partial withdrawal, unless the Owner designates
                    otherwise, the Contingent Deferred Sales Charge will be
                    deducted proportionately from the Sub-Account(s) from which
                    the withdrawal is to be made by cancelling Accumulation
                    Units from each applicable Sub-Account in the ratio that the
                    value of each Sub-Account bears to the total of the values
                    of the Sub-Accounts from which the partial withdrawal is
                    made. If the value(s) of such Sub-Account(s) are
                    insufficient, the amount payable on the withdrawal will be
                    net of any remaining Contingent Deferred Sales Charges
                    unless the Owner and the Company agree otherwise.

                    Commissions will be paid to broker-dealers who sell the
                    Contracts. Broker-dealers will be paid commissions, up to an
                    amount equal to 6.50% of Premium Payments, for promotional
                    or distribution expenses associated with the marketing of
                    the Contracts. To the extent that the Contingent Deferred
                    Sales Charge is insufficient to cover the actual cost of
                    distribution, the Company may use any of its corporate
                    assets, including potential profit which may arise from the
                    Mortality and Expense Risk Charge, to make up any
                    difference.

                    DEDUCTION FOR MORTALITY AND EXPENSE RISK CHARGE

                    The Company deducts on each Valuation Date a Mortality and
                    Expense Risk Charge which is equal, on an annual basis, to
                    1.20% of the average daily net assets of the Variable
                    Account (consisting of approximately .70% for mortality
                    risks and approximately .50% for expense risks). The
                    mortality risks assumed by the Company arise from its
                    contractual obligation to make annuity payments after the
                    Annuity Date for the life of the Annuitant in accordance
                    with annuity rates guaranteed in the Contracts. 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 Annuity Account Fee and the
                    Administrative Expense 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 to profit from this charge.

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

18
<PAGE>
                    DEDUCTION FOR ADMINISTRATIVE EXPENSE CHARGE

                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.10%
                    of the average daily net assets of the Variable Account.
                    This charge is to reimburse the Company for a portion of its
                    expenses in administering the Contracts. This charge is
                    guaranteed by the Company and cannot be increased, and the
                    Company will not derive a profit from this charge.

                    DEDUCTION FOR ANNUITY ACCOUNT FEE

                    The Company deducts an annual Annuity Account Fee of $35
                    from the Annuity Account Value on the last Valuation Date of
                    each Contract Year. This charge is to reimburse the Company
                    for a portion of its administrative expenses (see above).
                    Prior to the Annuity Date, this charge is deducted by
                    cancelling Accumulation Units from each applicable
                    Sub-Account in the ratio that the value of each Sub-Account
                    bears to the total Annuity Account Value. When the Contract
                    is annuitized or surrendered for its full Surrender Value on
                    other than a Contract Anniversary, the Annuity Account Fee
                    will be prorated at the time of surrender. On and after the
                    Annuity Date, the Annuity Account Fee will be collected
                    proportionately from the Sub-Account(s) on which the
                    Variable Annuity payment is based, prorated on a monthly
                    basis and will result in a reduction of the annuity
                    payments. The Annuity Account Fee will be waived for any
                    Contract Year in which the Annuity Account Value equals or
                    exceeds $100,000 as of the last Valuation Date of the
                    Contract Year.

                    DEDUCTION FOR PREMIUM TAX EQUIVALENTS

                    Premium tax equivalents or other taxes payable to a state,
                    municipality or other governmental entity will be charged
                    against Annuity Account Value. Premium taxes currently
                    imposed by certain states on the Contracts offered hereby
                    range from 0% to 3.5% of Premiums paid. Some states assess
                    premium taxes at the time Premium Payments are made; others
                    assess premium taxes at the time annuity payments begin. The
                    Company will, in its sole discretion, determine when taxes
                    have resulted from: the investment experience of the
                    Variable Account; receipt by the Company of the Premium
                    Payment(s); or commencement of annuity payments. The Company
                    may, at its sole discretion, pay taxes when due and deduct
                    an equivalent amount reflecting investment experience from
                    the Annuity Account 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.

                    DEDUCTION FOR INCOME TAXES

                    While the Company is not currently maintaining a provision
                    for federal income taxes, 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 Variable Account. The Company will
                    deduct for any income taxes incurred by it as a result of
                    the operation of the Variable Account whether or not there
                    was a provision for taxes and whether or not it was
                    sufficient.

                    DEDUCTION FOR FUND EXPENSES

                    There are other deductions from, and expenses paid out of,
                    the assets of the Funds which are described in the
                    accompanying Funds' prospectuses.

                    DEDUCTION FOR TRANSFER FEE

                    Prior to the Annuity Date, a Contract Owner may transfer all
                    or a part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any

                                                                              19
<PAGE>
                    transfer fee or charge if there have been no more than three
                    transfers made in the Contract Year (twelve if the Annuity
                    Account Value is at least $5000 at the time of a transfer.)
                    For additional transfers, the Company reserves the right to
                    deduct a transfer fee of up to $10 per transfer.
                    Prescheduled automatic dollar cost averaging transfers are
                    not counted toward the twelve (or three) transfer limit. The
                    Company reserves the right to charge a fee of up to $10 for
                    each transfer after the Annuity Date. The transfer fee at
                    any given time is guaranteed not to exceed $10, will not be
                    set at a level greater than its cost and will contain no
                    element of profit.

                    DEDUCTION FOR OPTIONAL DEATH BENEFIT

                    If no Optional Death Benefit is selected, the death benefit
                    under the Contract will be the Annuity Account Value as of
                    the date of payment of the death benefit. No additional
                    charge is imposed for that death benefit.

                    For an additional charge, as described below, an Optional
                    Death Benefit can be selected at the time the Contract is
                    applied for. Under each form of Optional Death Benefit, the
                    death benefit payable will be the greater of the Annuity
                    Account Value or some other amount as of the date of payment
                    of the death benefit. That other amount can be one or more
                    of

                    Option A. Premium Payments made, less partial withdrawals.

                    Option B. Premium Payments made, less partial withdrawals,
                    with interest compounded daily at a rate equivalent to 5%
                    per year during the first seven Contract Years. As of the
                    beginning of the eighth Contract Year, the amount of death
                    benefit will decrease and thereafter be equal to total
                    Premium Payments made, less partial withdrawals. Only
                    available if the Owner (or the Annuitant, if the Owner is a
                    non-natural person) has not reached his or her 72nd birthday
                    at the Effective Date.

                    Option C. The Annuity Account Value on the seven-year
                    Contract Anniversary immediately preceding the date the
                    death benefit election is effective or is deemed to become
                    effective, adjusted for any subsequent Premium Payments and
                    partial withdrawals and charges made between the immediate
                    preceding seven-year Contract Anniversary and the date and
                    death benefit election is effective or is deemed to become
                    effective (as referenced herein, seven-year Contract
                    Anniversary means the seventh Contract Anniversary and each
                    succeeding Contract Anniversary occurring at any seven-year
                    interval thereafter, for example, the 14th and 21st Contract
                    Anniversaries).

                    Option D. The highest Annuity Account Value ever attained on
                    a Contract Anniversary date, with adjustments for any
                    subsequent Premium Payments and partial withdrawals made
                    since the last determination of such highest value.

                    Once an election of one or more of these Optional Death
                    Benefits has been made, it will remain in effect for the
                    life of the Contract, unless the Owner chooses, by written
                    notice to the Variable Products Service Center, to
                    discontinue such election. The Owner can only give one
                    notice of discontinuance; such notice must address the
                    discontinuance of one or more of the Optional Death
                    Benefit(s) previously chosen. If no Optional Death
                    Benefit(s) are selected initially, they cannot be added
                    later, nor can the Owner change an initial selection to add
                    Optional Death Benefit(s) after the Contract is issued.

                    At each Contract Anniversary, a charge will be made against
                    Annuity Account Value (prorated among the Sub-Accounts used
                    in the Contract, if more than one be used) for any Optional
                    Death Benefit in effect for all or a portion of the Contract
                    Year then ended. Such charge will be computed in the
                    following manner, assuming for the sake of illustration that
                    the Optional Death Benefit is in effect for the entire
                    Contract Year.

20
<PAGE>
                    On the last business day of each Contract Month during the
                    Contract Year, the Company will calculate whether the amount
                    payable under any of the Optional Death Benefits in effect
                    on that date would exceed the Annuity Account Value on that
                    date. If it would not exceed the Annuity Account Value on
                    that date, then no charge for the Optional Death Benefit is
                    accrued as of that date. If it would exceed the Annuity
                    Account Value on that date, then a charge for the Optional
                    Death Benefit is accrued as of that date. That charge is
                    computed in accordance with mortality tables which are made
                    a part of the Contract reflecting the Owner's age and gender
                    classification (in accordance with state law) is computed on
                    the Amount at Risk, which is the excess of the Optional
                    Death Benefit over the Annuity Account Value on the last
                    business day of the Contract Month. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    measuring life will be the Annuitant's. No deduction is
                    actually made from Annuity Account Value for the Optional
                    Death Benefit until the Contract Anniversary except upon a
                    full surrender or Annuitization of the Contract or upon the
                    payment of a Death Benefit, when the sum of any charges
                    accrued at the end of each Contract Month during the
                    Contract Year is deducted.

                    The annual rate per $1,000 of Amount at Risk charged for the
                    Optional Death Benefit(s) is set forth in the following
                    table:

<TABLE>
<CAPTION>
                                                     COST OF OPTIONAL DEATH
                                                           BENEFIT(S)
                                                     ANNUAL RATE PER $1,000
                                                        OF AMOUNT AT RISK
                                                    -------------------------
                           ATTAINED AGE              MALE    FEMALE   UNISEX
--------------------------------------------------  -------  -------  -------
<S>                                                 <C>      <C>      <C>
                     less than 40.................  $  2.40  $  1.99  $  2.20
                     40-45........................     3.02     2.54     2.78
                     46-50........................     4.92     4.02     4.47
                     51-55........................     7.30     5.70     6.50
                     56-60........................    11.46     8.34     9.90
                     61-65........................    17.54    11.55    14.55
                     66-70........................    27.85    18.19    23.02
                     71-75........................    43.30    27.57    35.44
                     76-80........................    70.53    47.33    58.93
                     81-85........................   117.25    87.04   102.15
                     86-90........................   179.55   147.37   163.46
</TABLE>

                    If, for example, at the end of a Contract Month the Optional
                    Death Benefit (assuming payment of a death benefit on that
                    date) were $40,000 and the Annuity Account Value were
                    $30,000, the Amount at Risk would be $10,000. Suppose the
                    Owner (or, if applicable, the Annuitant) were a female age
                    60. The charge accrued for the Optional Death Benefit that
                    month would be 10 X $8.34, divided by 12 (reflecting
                    one-twelfth of a year), or $6.95. If that proved to be the
                    only Contract Month end during the Contract Year at which
                    there were an Amount at Risk, that would be the only
                    Optional Death Benefit charge accrued during the Contract
                    Year. There is no daily deduction of a percentage of
                    Contract Values for any Optional Death Benefit.

OTHER CONTRACT FEATURES

                    OWNERSHIP

                    The Contract Owner has all rights and may receive all
                    benefits under the Contract. The Contract Owner may change
                    the Contract Owner at any time. If the Contract Owner dies,
                    a death benefit will be paid to the Beneficiary upon proof
                    of the Contract Owner's death. If the Owner is a
                    corporation, partnership or other non-natural person, the
                    death benefit is paid upon receipt of due proof of the
                    Annuitant's death. A change of Contract Owner will
                    automatically revoke any prior designation of Contract
                    Owner. A request for change must be: (1) made in writing;
                    and (2) received by the Company at its Variable

                                                                              21
<PAGE>
                    Products Service Center. The change will become effective as
                    of the date the written request is signed. A new designation
                    of Contract Owner will not apply to any payment made or
                    action taken by the Company prior to the time it was
                    received. Any Optional Death Benefit in effect at the time
                    of a change of ownership will remain in effect. The cost of
                    the Optional Death Benefit(s) will be based on the attained
                    age of the new Owner (or the Annuitant, if the new Owner is
                    a non-natural person).

                    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. But in accordance with 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.

                    ASSIGNMENT

                    The Contract Owner may assign the Contract at any time
                    during his or her lifetime. Unless provided otherwise, an
                    assignment will not affect the interest of any previously
                    indicated Beneficiary. The Company will not be bound by any
                    assignment until written notice is received by the Company
                    at its Variable Products Service Center. The Company is not
                    responsible for the validity of any assignment. The Company
                    will not be liable as to any payment or other settlement
                    made by the Company before such assignment has been recorded
                    at the Company's Variable Products Service Center.

                    If the Contract is issued pursuant to a Qualified Plan, it
                    may not be assigned, pledged or otherwise transferred except
                    as may be allowed under applicable law.

                    BENEFICIARY

                    The Beneficiary is named when the Contract is applied for
                    and, unless changed, is entitled to receive any death
                    benefits to be paid. Prior to the Annuity Date, death
                    benefits are paid to the Beneficiary on the death of the
                    Owner.

                    CHANGE OF BENEFICIARY

                    The Contract Owner may change a Beneficiary by filing a
                    written request with the Company at its Variable Products
                    Service Center unless an irrevocable Beneficiary designation
                    was previously filed. After the change is recorded, it will
                    take effect as of the date the request was signed. If the
                    request reaches the Variable Products Service Center after
                    the Annuitant or Contract Owner, as applicable, dies but
                    before any payment is made, the change will be valid. The
                    Company will not be liable for any payment made or action
                    taken before it records the change.

                    ANNUITANT

                    The Annuitant must be a natural person. The maximum age of
                    the Annuitant on the Effective Date is 85 years old. The
                    Annuitant may be changed at any time prior to the Annuity
                    Date. Joint Annuitants are allowed at the time of
                    annuitization only, if the Company chooses to make a joint
                    and survivor annuity payment option available in addition to
                    the options provided in the Contract. The Annuitant has no
                    rights or privileges prior to the Annuity Date. When an
                    Annuity Option is elected, the amount payable as of the
                    Annuity Date is based on the age and gender classification
                    (in accordance with state law) of the Annuitant, as well as
                    the Option selected and the Annuity Account Value.

22
<PAGE>
                    TRANSFER OF CONTRACT VALUES BETWEEN SUB-ACCOUNTS

                    Prior to the Annuity Date, the Contract Owner may transfer
                    all or part of the Annuity Account Value in a Sub-Account to
                    another Sub-Account without the imposition of any fee or
                    charge if there have been no more than three transfers made
                    in the Contract Year (twelve if the Contract Value is at
                    least $5000 at the time of transfer). For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10. (See "Charges and Deductions --
                    Deductions for Transfer Fee") This Contract is not designed
                    for professional market timing organizations or other
                    entities using programmed and frequent transfers.

                    After the Annuity Date, provided a variable annuity option
                    was selected, the Contract Owner may make up to three
                    transfers between Variable Sub-Accounts in any Contract
                    Year.

                    All transfers are subject to the following:

                     A. The deduction of any transfer fee that may be imposed.
                        The transfer fee will be deducted from the amount which
                        is transferred if the entire amount in the Sub-Account
                        is being transferred, otherwise from the Sub-Account
                        from which the transfer is made.

                     B. The minimum amount which may be transferred is the
                        lesser of (i) $2,500 per Fixed Account Sub-Account or
                        $500 per Variable Account Sub-Account; or (ii) the
                        Contract Owner's entire interest in the Sub-Account.

                     C. No partial transfer will be made if the Contract Owner's
                        remaining Contract Value in the Sub-Account will be less
                        than $500.

                     D. Transfers will be effected during the Valuation Period
                        next following receipt by the Company of a written
                        transfer request (or by telephone, if authorized)
                        containing all required information. However, no
                        transfer may be made effective within seven calendar
                        days of the date on which the first annuity payment is
                        due. Transfers may not be permitted during the
                        right-to-examine period.

                     E. Any transfer request must clearly specify the amount
                        which is to be transferred and the Sub-Accounts which
                        are to be affected.

                     F. Transfers of all or a portion of any Fixed Account
                        Sub-Account values are subject to any applicable Market
                        Value Adjustment;

                     G. The Company reserves the right to defer transfers from
                        any Fixed Account Sub-Account for up to six months after
                        date of receipt of the transfer request;

                     H. Transfers involving the Variable Account Sub-Accounts
                        are subject to such restrictions as may be imposed by
                        the Funds;

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

                     J. After the Annuity Date, transfers may not take place
                        between a Fixed Annuity Option and a Variable Annuity
                        Option.

                    PROCEDURES FOR TELEPHONE TRANSFERS

                    Owners may effect telephone transfers in two ways. All
                    Owners may directly contact a service representative. Owners
                    may in the future also request access to an electronic
                    service known as a Voice Response Unit (VRU). The VRU will
                    permit the transfer of

                                                                              23
<PAGE>
                    monies among the Sub-Accounts and changes in the allocation
                    of future payments. All Owners who do not wish to have the
                    right to conduct telephone transfers must so indicate on the
                    Contract application by checking the appropriate box.

                    The Company will undertake reasonable procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for his or her social security number
                    and Contract number. All calls will be recorded. A Personal
                    Identification Number (PIN) will be assigned to all Owners
                    who select VRU access. The PIN is selected by and known only
                    to the Owner. Proper entry of the PIN is required before any
                    transactions will be allowed through the VRU. Furthermore,
                    all transactions performed over the VRU, as well as with a
                    service representative, will be confirmed by the Company
                    through a written letter. Moreover, all VRU transactions
                    will be assigned a unique confirmation number which will
                    become part of the Contract's history. The Company is not
                    liable for any loss, cost or expense for action on telephone
                    instructions which are believed to be genuine in accordance
                    with these procedures.

                    SURRENDERS AND PARTIAL WITHDRAWALS

                    While the Contract is in force and before the Annuity Date,
                    the Company will, upon written request to the Company by the
                    Contract Owner, allow the surrender or Partial Withdrawal of
                    all or a portion of the Contract for its Surrender Value.
                    Such request may also be made by telephone if telephone
                    transfers have been previously authorized in writing.
                    Surrenders or Partial Withdrawals will result in the
                    cancellation of Accumulation Units from each applicable
                    Sub-Account in the ratio that the value of each Sub-Account
                    bears to the total Annuity Account Value, unless the
                    Contract Owner specifies in writing in advance which units
                    are to be cancelled. The Company will pay the amount of any
                    surrender or Partial Withdrawal within seven (7) days of
                    receipt of a valid request, unless the "Delay of Payments"
                    provision is in effect. (See "Delay of Payments and
                    Transfers")

                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawal from Contracts. (See
                    "Tax Status.") Contract Owners should consult their own tax
                    counsel or other tax adviser regarding any surrenders and
                    partial withdrawals.

                    The Surrender Value is the Annuity Account Value for the
                    Valuation Period next following the Valuation Period during
                    which the written request to the Company for surrender is
                    received, reduced, in the case of full surrender, by the sum
                    of:

                     a. any applicable premium tax equivalents not previously
                        deducted;

                     b. any applicable Annuity Account Fee;

                     c. any applicable Contingent Deferred Sales Charge; and

                     d. any applicable accrued charges for the Optional Death
                        Benefit(s) risk
                        and for partial withdrawals by A and C above.

                    DELAY OF PAYMENTS AND TRANSFERS

                    The Company reserves the right to suspend or postpone
                    payments or transfers 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;

24
<PAGE>
                     3. an emergency exists as a result of which disposal of
                        securities held in the Variable Account is not
                        reasonably practicable or it is not reasonably
                        practicable to determine the value of the Variable
                        Account's net assets; or

                     4. during any other period when the Commission, by order,
                        so permits for the protection of Contract Owners.

                    The applicable rules and regulations of the Commission will
                    govern as to whether the conditions described in 2. and 3.
                    exist.

                    The Company reserves the right to defer the payment or
                    transfer of amounts withdrawn from any Fixed Account
                    Sub-Account for a period not to exceed six months from the
                    date written request for such withdrawal or transfer is
                    received by the Company. If payment or transfer is deferred
                    beyond thirty (30) days, the Company will pay interest of
                    not less than 3% per year on amounts so deferred.

                    In addition, payment of the amount of any withdrawal
                    derived, all or in part, from any Premium Payment paid to
                    the Company by check or draft may be postponed until the
                    Company determines the check or draft has been honored.

                    DEATH OF THE CONTRACT OWNER BEFORE THE ANNUITY DATE

                    In the event of death of the Contract Owner (or the
                    Annuitant, if the Owner is a non-natural person) prior to
                    the Annuity Date, a death benefit is payable to the
                    Beneficiary designated by the Owner. The value of the death
                    benefit will be determined as of the Valuation Period next
                    following the date both due proof of death (a certified copy
                    of the Death Certificate) and a payment election are
                    received by the Company. Unless the Optional Death Benefit
                    is selected, the value of the death benefit is equal to the
                    Annuity Account Value. The Beneficiary may, at any time
                    before the end of the sixty (60) day period immediately
                    following receipt of due proof of death by the Company,
                    elect the death benefit to be paid as follows:

                     1.  the payment of the entire death benefit within five
                         years of the date of the death of the Owner or
                         Annuitant, whichever is applicable; or

                     2.  payment over the lifetime of the designated 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 Annuitant, whichever is applicable (see
                         "Annuity Provisions -- Annuity Options"); or

                     3.  payment in accordance with one of the settlement
                         options under the Contract (see "Annuity Provisions --
                         Annuity Options"); or

                     4.  if the designated Beneficiary is the Owner's spouse,
                         he/she can continue the Contract in his/her own name.

                    Payment amounts may vary with their frequency and duration
                    (see "Annuity Provisions -- Annuity Options"). To the extent
                    that the Beneficiary elects a variable payment option, the
                    Beneficiary will bear the investment risk associated with
                    the performance of the underlying Fund(s) in which the
                    relevant Variable Sub-Account(s) invest(s).

                    If no payment option is elected, a single sum settlement
                    will be made by the Company within seven (7) days of the end
                    of the sixty (60) day period following receipt of due proof
                    of death of the Owner or Annuitant as applicable.

                    If the Owner is a non-natural person, then for purposes of
                    the death benefit, the Annuitant shall be treated as the
                    Owner.

                                                                              25
<PAGE>
                    DEATH OF THE ANNUITANT BEFORE THE ANNUITY DATE

                    If the Annuitant dies prior to the Annuity Date and the
                    Annuitant is different from the Contract Owner, the Contract
                    Owner, if a natural person, may designate a new Annuitant.
                    Unless and until one is designated, the Contract Owner will
                    be the Annuitant. If the Contract Owner is not a natural
                    person, then the death benefit is paid on the Annuitant's
                    death.

                    DEATH OF THE ANNUITANT AFTER THE ANNUITY DATE

                    If the Annuitant dies after the Annuity Date, the death
                    benefit, if any, will be as specified in the Annuity Option
                    elected. The Company will require due proof of the
                    Annuitant's death. Death benefits will be paid at least as
                    rapidly as under the method of distribution in effect at the
                    Annuitant's death.

                    CHANGE IN OPERATION OF VARIABLE ACCOUNT

                    At the Company's election and if deemed in the best
                    interests of persons having voting rights under the
                    Contracts, the Variable Account may be operated as a
                    management company under the 1940 Act or any other form
                    permitted by law; de-registered under the 1940 Act in the
                    event registration is no longer required (deregistration of
                    the Variable Account requires an order by the Commission);
                    or combined with one or more other separate accounts. To the
                    extent permitted by applicable law, the Company also may
                    transfer the assets of the Variable Account associated with
                    the Contracts to another account or accounts. In the event
                    of any change in the operation of the Variable Account
                    pursuant to this provision, the Company may make appropriate
                    endorsement to the Contracts to reflect the change and take
                    such other action as may be necessary and appropriate to
                    effect the change.

                    MODIFICATION

                    Upon notice to the Owner (or the Payee(s) during the Annuity
                    Period), the Contracts may be modified by the Company if
                    such modification: (i) is necessary to make the Contracts or
                    the Variable Account comply with, or take advantage of, any
                    law or regulation issued by a governmental agency to which
                    the Company or the Variable Account is subject; or (ii) is
                    necessary to attempt to assure continued qualification of
                    the Contracts under the Code or other federal or state laws
                    relating to retirement annuities or annuity contracts; or
                    (iii) is necessary to reflect a change in the operation of
                    the Variable Account or its Sub-Account(s) (See "Change in
                    Operation of Variable Account"); or (iv) provides additional
                    Variable Account and/or fixed accumulation options. In the
                    event of any such modification, the Company may make
                    appropriate endorsement to the Contracts to reflect such
                    modification.

                    In addition, upon notice to the Owner, the Contracts may be
                    modified by the Company to change the withdrawal charges,
                    Annuity Account Fees, mortality and expense risk charges,
                    administrative expense charges, the tables used in
                    determining the amount of the first monthly fixed annuity
                    payment, and the formula used to calculate the Market Value
                    Adjustment, provided that such modification shall apply only
                    to Contracts established after the effective date of such
                    modification. In order to exercise its modification rights
                    in these particular instances, the Company must notify the
                    Owner of such modification in writing. All of the charges
                    and the annuity tables which are provided in the Contracts
                    prior to any such modification will remain in effect
                    permanently, unless improved by the Company, with respect to
                    Contracts established prior to the effective date of such
                    modification.

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<PAGE>
                    DISCONTINUANCE

                    The Company reserves the right to limit or discontinue the
                    offer and issuance of new Contracts. Such limitation or
                    discontinuance shall have no effect on rights or benefits
                    with respect to any Contracts issued prior to the effective
                    date of such limitation or discontinuance.

PERFORMANCE DATA

                    MONEY MARKET SUB-ACCOUNT

                    From time to time, the Money Market Sub-Account may
                    advertise its "yield" and "effective yield." Both yield
                    figures will be based on historical earnings and are not
                    intended to indicate future performance. The "yield" of the
                    Money Market Sub-Account refers to the income generated by
                    Annuity Account Values in the Money Market Sub-Account over
                    a seven-day period (which period will be stated in the
                    advertisement). This income is then "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 Annuity Account
                    Values in the Money Market Sub-Account. The "effective
                    yield" is calculated similarly but, when annualized, the
                    income earned by Annuity Account Values in the Money Market
                    Sub-Account is assumed to be reinvested. The "effective
                    yield" will be slightly higher than the "yield" because of
                    the compounding effect of this assumed reinvestment. The
                    computation of the yield calculation includes a deduction
                    for the Mortality and Expense Risk Charge, the
                    Administrative Expense Charge, and the Annuity Account Fee.

                    OTHER SUB-ACCOUNTS

                    From time to time, the other Sub-Accounts may publish their
                    current yields and total returns in advertisements and
                    communications to Contract Owners. The current yield for
                    each Sub-Account will be calculated by dividing the
                    annualization of the dividend and interest income earned by
                    the underlying Fund during a recent 30-day period by the
                    maximum Accumulation Unit value at the end of such period.
                    Total return information will include the underlying Fund's
                    average annual compounded rate of return over the most
                    recent four calendar quarters and the period from the
                    underlying Fund's inception of operations, based upon the
                    value of the Accumulation Units acquired through a
                    hypothetical $1,000 investment at the Accumulation Unit
                    value at the beginning of the specified period and upon the
                    value of the Accumulation Unit at the end of such period,
                    assuming reinvestment of all distributions and the deduction
                    of the Mortality and Expense Risk Charge, the Administrative
                    Expense Charge and the Annuity Account Fee. Each Sub-Account
                    may also advertise aggregate and average total return
                    information over different periods of time.

                    In each case, the yield and total return figures will
                    reflect all recurring charges against the Sub-Account's
                    income, including the deduction for the Mortality and
                    Expense Risk Charge, the Administrative Expense Charge and
                    the Annuity Account Fee for the applicable time period.
                    Contract Owners should note that the investment results of
                    each Sub-Account will fluctuate over time, and any
                    presentation of a Sub-Account's current yield or total
                    return for any prior period should not be considered as a
                    representation of what an investment may earn or what a
                    Contract Owner's yield or total return may be in any future
                    period. See "Historical Performance Data" in the Statement
                    of Additional Information.

                                                                              27
<PAGE>
                    PERFORMANCE RANKING OR RATING

                    The performance of each or all of the Sub-Accounts of the
                    Variable Account may be compared in its advertising and
                    sales literature to the performance of other variable
                    annuity issuers in general or to the performance of
                    particular types of variable annuities investing in mutual
                    funds, or series of mutual funds with investment objectives
                    similar to each of the Sub-Accounts of the Variable Account.
                    Lipper Analytical Services, Inc. ("Lipper") Morningstar
                    Variable Annuity/Life Performance Report of Morningstar,
                    Inc. ("Morningstar") and the Variable Annuity Research and
                    Data Service ("VARDS-Registered Trademark-") are independent
                    services which monitor and rank or rate the performance of
                    variable annuity issuers in each of the major categories of
                    investment objectives on an industry-wide basis.

                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS-Registered Trademark-
                    rankings compare only variable annuity issuers. Morningstar
                    ratings include mutual funds used by both variable life and
                    variable annuity issuers. The performance analyses prepared
                    by Lipper and VARDS-Registered Trademark- rank such issuers
                    on the basis of total return, assuming reinvestment of
                    distributions, but do not take sales charges, redemption
                    fees or certain expense deductions at the separate account
                    level into consideration. In addition,
                    VARDS-Registered Trademark- prepares risk adjusted rankings,
                    which consider the effects of market risk on total return
                    performance. This type of ranking may address the question
                    as to which funds provide the highest total return with the
                    least amount of risk. Morningstar assigns ratings of zero to
                    five stars to the mutual funds taking into account primarily
                    historical performance and risk factors.

ANNUITY PROVISIONS

                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION

                    The Contract Owner selects an Annuity Date at the time of
                    application.

                    The Contract Owner may, upon at least thirty (30) days prior
                    written notice to the Company, at any time prior to the
                    Annuity Date, change the Annuity Date. The Annuity Date must
                    always be the first day of a calendar month. The Annuity
                    Date may not be later than the month following the
                    Annuitant's 90th birthday.

                    The Contract Owner may, upon at least (30) days prior
                    written notice to the Company, at any time prior to the
                    Annuity Date, select and/or change the Annuity Option.

                    ANNUITY OPTIONS

                    Instead of having the proceeds paid in one sum, the Contract
                    Owner may select one of the Annuity Options. These may be on
                    a fixed or variable basis, or a combination thereof. The
                    Annuity Option must be selected at least 30 days prior to
                    the Annuity Date. The Company may, at the time of election
                    of an Annuity Option, offer more favorable rates in lieu of
                    those guaranteed. The Company also may make available other
                    settlement options. The Company uses sex distinct or unisex
                    annuity rate tables when determining appropriate annuity
                    payments.

                    FIXED OPTIONS

                    Under a fixed option, once the selection has been made and
                    payments have begun, the amount of the payments will not
                    vary. The fixed options currently available are:

                    FIRST OPTION -- LIFE ANNUITY. The Company will make equal
                    monthly payments during the life of the Annuitant, ceasing
                    with the last payment due prior to the death of the
                    Annuitant. Under this option, it is possible only one
                    monthly annuity payment would be made, if the Annuitant died
                    before the second monthly annuity payment was due.

28
<PAGE>
                    SECOND OPTION -- LIFE ANNUITY WITH CERTAIN PERIOD. The
                    Company will make equal monthly payments during the life of
                    the Annuitant, but at least for the minimum period shown in
                    the annuity tables contained in the Contract. The amount of
                    each monthly payment per $1,000 of proceeds is based on the
                    age and gender classification (in accordance with state law)
                    of the Annuitant when the first payment is made and on the
                    minimum period chosen.

                    THIRD OPTION -- LIFE ANNUITY WITH CASH REFUND. The Company
                    will make equal monthly payments during the life of the
                    Annuitant. Upon the death of the Annuitant, after payments
                    have started, the Company will pay in one sum any excess of
                    the amount of the proceeds applied under this Option over
                    the total of all payments made under this Option. The amount
                    of each monthly payment per $1,000 of proceeds is based on
                    the age and gender (in accordance with state law) of the
                    Annuitant when the first payment is made.

                    FOURTH OPTION -- ANNUITY CERTAIN. The Company will make
                    equal monthly payments for a number of years selected, not
                    less than five or more than thirty years.

                    VARIABLE OPTIONS

                    The actual dollar amount of variable annuity payments is
                    dependent upon (i) the Annuity Account Value at the time of
                    annuitization, (ii) the annuity table specified in the
                    Contract, (iii) the Annuity Option selected, and (iv) the
                    investment performance of the Sub-Account selected. Each
                    annuity payment will be less if payments are to be made more
                    frequently or for longer periods of time.

                    The dollar amount of the first monthly variable annuity
                    payment is determined by applying the available value (after
                    deduction of any premium tax equivalents not previously
                    deducted) to the table using the age and gender (in
                    accordance with state law) of the Annuitant. The number of
                    Annuity Units is then determined by dividing this dollar
                    amount by the then current Annuity Unit value. Thereafter,
                    the number of Annuity Units remains unchanged during the
                    period of annuity payments. This determination is made
                    separately for each Sub-Account of the Variable Account. The
                    number of Annuity Units is determined for each Sub-Account
                    and is based upon the available value in each Sub-Account as
                    of the date annuity payments are to begin.

                    The dollar amount determined for each Sub-Account will then
                    be aggregated for purposes of making payments.

                    The dollar amount of the second and later variable annuity
                    payments is equal to the number of Annuity Units determined
                    for each Sub-Account times the Annuity Unit value for that
                    Sub-Account as of the due date of the payment. This amount
                    may increase or decrease from month to month.

                    The annuity tables contained in the Contract are based on a
                    three percent (3%) assumed net investment rate. If the
                    actual net investment rate exceeds three percent (3%),
                    payments will increase. Conversely, if the actual rate is
                    less than three percent (3%), annuity payments will
                    decrease.

                    The Annuitant receives the value of a fixed number of
                    Annuity Units each month. The value of a fixed number of
                    Annuity Units will reflect the investment performance of the
                    Sub-Account selected and the amount of each annuity payment
                    will vary accordingly.

                    The Annuity Unit Value for a Sub-Account is determined by
                    multiplying the Annuity Unit Value for that Sub-Account for
                    the preceding Valuation Period by the Net Investment Factor
                    for the current Valuation Period (calculated as described on
                    pages 18 and 19 of this Prospectus) and multiplying the
                    result by 0.999919020, the daily factor to neutralize

                                                                              29
<PAGE>
                    the assumed net investment rate, discussed above, of 3% per
                    annum which is built into the annuity rate table. It may
                    increase or decrease from Valuation Period to Valuation
                    Period.

                    The variable options currently available, assuming the
                    Annuity Account Value is at least $1,000 when variable
                    annuity payments commence, are:

                    OPTION I -- VARIABLE LIFE ANNUITY. Monthly annuity payments
                    are paid during the life of an Annuitant, ceasing with the
                    last annuity payment due prior to the Annuitant's death.

                    OPTION II -- VARIABLE LIFE ANNUITY WITH CERTAIN
                    PERIOD. Monthly annuity payments are paid during the life of
                    an Annuitant, but at least for the minimum period selected,
                    which may be five, ten, fifteen or twenty years;

                    OPTION III -- VARIABLE ANNUITY CERTAIN. Monthly annuity
                    payments are paid for a number of years selected, not less
                    than five or more than thirty years. Under this Option III,
                    the Annuitant may elect at any time during the period that
                    all or a portion of future payments be commuted and paid in
                    a lump sum or applied under Option I or Option II, subject
                    to the Company's rules about minimum payment amounts.

                    After the Annuity Date, the payee may, by written request to
                    the Variable Products Service Center, exchange Annuity Units
                    of one Variable Sub-Account for Annuity Units of equivalent
                    value in another Variable Sub-Account up to three times each
                    Contract Year.

                    If the Annuity Account Value is less than $1,000 when
                    annuity payments are to commence, it will be paid in a lump
                    sum to the Annuitant. A lump sum payment will also be made
                    to the Annuitant if no Annuity Option is chosen when annuity
                    payments are to commence.

                    EVIDENCE OF SURVIVAL

                    The Company reserves the right to require evidence of the
                    survival of any Payee at the time any payment payable to
                    such Payee is due under the following Annuity Options: Life
                    Annuity (fixed), Life Annuity with Certain Period (fixed),
                    Cash Refund Life Annuity (fixed), Variable Life Annuity, and
                    Variable Life Annuity with Certain Period.

                    ENDORSEMENT OF ANNUITY PAYMENTS

                    The Company will make each annuity payment at its Home
                    Office by check. Each check must be personally endorsed by
                    the Payee or the Company may require that proof of the
                    Annuitant's survival be furnished.

THE FIXED ACCOUNT

                    THE FIXED ACCOUNT. THE FIXED ACCOUNT IS MADE UP OF THE
                    GENERAL ASSETS OF THE COMPANY OTHER THAN THOSE ALLOCATED TO
                    ANY SEPARATE ACCOUNT. THE FIXED ACCOUNT IS PART OF THE
                    COMPANY'S GENERAL ACCOUNT. BECAUSE OF APPLICABLE EXEMPTIVE
                    AND EXCLUSIONARY PROVISIONS, INTERESTS IN THE FIXED ACCOUNT
                    HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                    (THE "1933 ACT"), AND NEITHER THE FIXED ACCOUNT NOR THE
                    COMPANY'S GENERAL ACCOUNT HAS BEEN REGISTERED UNDER THE 1940
                    ACT. THEREFORE, NEITHER THE FIXED ACCOUNT NOR ANY INTEREST
                    THEREIN IS GENERALLY SUBJECT TO REGULATION UNDER THE
                    PROVISIONS OF THE 1933 ACT OR THE 1940 ACT. ACCORDINGLY, THE
                    COMPANY HAS BEEN ADVISED THAT THE STAFF OF THE SECURITIES
                    AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE IN
                    THIS PROSPECTUS RELATING TO THE FIXED ACCOUNT.

                    The initial Premium Payment and any subsequent Premium
                    Payment(s) will be allocated to Sub-Accounts available in
                    connection with the Fixed Account to the extent elected by
                    the Owner at the time such payment is made. In addition, all
                    or part of the Owner's Annuity Account Value may be
                    transferred among Sub-Accounts available under the

30
<PAGE>
                    Contract as described under "Transfer of Contract Values
                    between Sub-Accounts." Instead of the Owner's assuming all
                    of the investment risk as is the case for Premium Payments
                    allocated to the Variable Account, the Company guarantees it
                    will credit interest of at least 3% per year to amounts
                    allocated to the Fixed Account.

                    Assets supporting amounts allocated to Sub-Accounts within
                    the Fixed Account become part of the Company's general
                    account assets and are available to fund the claims of all
                    creditors of the Company. All of the Company's general
                    account assets will be available to fund benefits under the
                    Contracts. The Owner does not participate in the investment
                    performance of the assets of the Fixed Account or the
                    Company's general account.

                    The Company will invest the assets of the general account in
                    those assets chosen by the Company and allowed by applicable
                    state laws regarding the nature and quality of investments
                    that may be made by life insurance companies and the
                    percentage of their assets that may be committed to any
                    particular type of investment. In general, these laws permit
                    investments, within specified limits and subject to certain
                    qualifications, in federal, state and municipal obligations,
                    corporate bonds, preferred and common stocks, real estate
                    mortgages, real estate and certain other investments.

                    If the Account Value within a Fixed Account Sub-Account is
                    maintained for the duration of the Sub-Account's Guaranteed
                    Period, the Company guarantees that it will credit interest
                    to that amount at the guaranteed rate specified for the
                    Sub-Account which may but need not be more than 3% per year.
                    Any amount withdrawn from the Sub-Account prior to the
                    expiration of the Sub-Account's Guaranteed Period is subject
                    to a Market Value Adjustment (see "Market Value Adjustment")
                    and a Deferred Sales Charge, if applicable. The Company
                    guarantees, however, that a Contract will be credited with
                    interest at a rate of not less than 3% per year, compounded
                    annually, on amounts allocated to any Fixed Account
                    Sub-Account, regardless of any application of the Market
                    Value Adjustment (that is, the Market Value Adjustment will
                    not reduce the amount available for surrender, withdrawal or
                    transfer to an amount less than the initial amount allocated
                    or transferred to the Fixed Account Sub-Account plus
                    interest of 3% per year). The Company reserves the right to
                    defer the payment or transfer of amounts withdrawn from the
                    Fixed Account for a period not to exceed six (6) months from
                    the date a proper request for surrender, withdrawal or
                    transfer is received by the Company.

                    FIXED ACCUMULATION VALUE. The fixed accumulation value of an
                    Annuity Account, if any, for any Valuation Period is equal
                    to the sum of the values of all Fixed Account Sub-Accounts
                    which are part of the Annuity Account for such Valuation
                    Period.

                    GUARANTEED PERIODS. The Owner may elect to allocate Premium
                    Payments to one or more Sub-Accounts within the Fixed
                    Account. Each Sub-Account will maintain a Guaranteed Period
                    with a duration of one, three, five, seven or ten years.
                    Every Premium Payment allocated to a Fixed Account
                    Sub-Account starts a new Sub-Account with its own duration
                    and Guaranteed Interest Rate. The duration of the Guaranteed
                    Period will affect the Guaranteed Interest Rate of the
                    Sub-Account. Initial Premium Payments and subsequent Premium
                    Payments, or portions thereof, and transferred amounts
                    allocated to a Fixed Account Sub-Account, less any amounts
                    subsequently withdrawn, will earn interest at the Guaranteed
                    Interest Rate during the particular Sub-Account's Guaranteed
                    Period unless prematurely withdrawn prior to the end of the
                    Guaranteed Period. Initial Sub-Account Guaranteed Periods
                    begin on the date a Premium Payment is accepted or, in the
                    case of a transfer, on the effective date of the transfer,
                    and end on the date after the number of calendar years in
                    the Sub-Account's Guaranteed Period elected from the date on
                    which the amount was allocated to the Sub-Account (the
                    "Expiration Date"). Any portion of Annuity Account Value
                    allocated to a specific Sub-Account with a specified
                    Expiration Date (including interest earned thereon) will be
                    referred to herein as a "Guaranteed Period Amount." Interest
                    will be credited

                                                                              31
<PAGE>
                    daily at a rate equivalent to the compound annual rate. As a
                    result of renewals and transfers of portions of the Annuity
                    Account Value described under "Transfer of Contract Values
                    between Sub-Accounts" below, which will begin new
                    Sub-Account Guaranteed Periods, amounts allocated to
                    Sub-Accounts of the same duration may have different
                    Expiration Dates. Thus each Guaranteed Period Amount will be
                    treated separately for purposes of determining any
                    applicable Market Value Adjustment (see "Market Value
                    Adjustment").

                    The Company will notify the Owner in writing at least 60
                    days prior to the Expiration Date for any Guaranteed Period
                    Amount. A new Sub-Account Guaranteed Period of the same
                    duration as the previous Sub-Account Guaranteed Period will
                    commence automatically at the end of the previous Guaranteed
                    Period unless the Company receives, following such
                    notification but prior to the end of such Guaranteed Period,
                    a written election by the Owner to transfer the Guaranteed
                    Period Amount to a different Fixed Account Sub-Account or to
                    a Variable Account Sub-Account from among those being
                    offered by the Company at such time. Transfers of any
                    Guaranteed Period Amount which become effective upon the
                    expiration of the applicable Guaranteed Period are not
                    subject to the twelve (or three) transfers per Contract Year
                    limitations or the additional Fixed Sub-Account transfer
                    restrictions (see "Transfer of Contract Values between Sub-
                    Accounts").

                    GUARANTEED INTEREST RATES. The Company periodically will
                    establish an applicable Guaranteed Interest Rate for each of
                    the Sub-Account Guaranteed Periods within the Fixed Account.
                    Current Guaranteed Interest Rates may be changed by the
                    Company frequently or infrequently depending on interest
                    rates on investments available to the Company and other
                    factors as described below, but once established, rates will
                    be guaranteed for the entire duration of the respective
                    Sub-Account's Guaranteed Period. However, any amount
                    withdrawn from the Sub-Account may be subject to any
                    applicable withdrawal charges, Annuity Account Fees, Market
                    Value Adjustment, premium taxes or other fees. Amounts
                    transferred out of a Fixed Account Sub-Account prior to the
                    end of the Guaranteed Period will be subject to the Market
                    Value Adjustment.

                    The Guaranteed Interest Rate will not be less than 3% per
                    year compounded annually, regardless of any application of
                    the Market Value Adjustment. The Company has no specific
                    formula for determining the rate of interest that it will
                    declare as a Guaranteed Interest Rate, as these rates will
                    be reflective of interest rates available on the types of
                    debt instruments in which the Company intends to invest
                    amounts allocated to the Fixed Account (see "The Fixed
                    Account"). In addition, the Company's management may
                    consider other factors in determining Guaranteed Interest
                    Rates for a particular Sub-Account including: regulatory and
                    tax requirements; sales commissions and administrative
                    expenses borne by the Company; general economic trends; and
                    competitive factors. THERE IS NO OBLIGATION TO DECLARE A
                    RATE IN EXCESS OF 3% PER YEAR; THE OWNER ASSUMES THE RISK
                    THAT DECLARED RATES WILL NOT EXCEED 3% PER YEAR. THE COMPANY
                    HAS COMPLETE DISCRETION TO DECLARE ANY RATE, SO LONG AS THAT
                    RATE IS AT LEAST 3% PER YEAR.

                    MARKET VALUE ADJUSTMENT. Any surrender or transfer of a
                    Fixed Account Guaranteed Period Amount, other than a
                    surrender or transfer pursuant to an election which becomes
                    effective upon the Expiration Date of the Guaranteed Period,
                    will be subject to a Market Value Adjustment ("MVA"). The
                    MVA will be applied to the amount being surrendered or
                    transferred after deduction of any applicable Annuity
                    Account Fee and before deduction of any applicable surrender
                    charge.

                    The MVA generally reflects the relationship between the
                    Index Rate (based upon the Treasury Constant Maturity Series
                    published by the Federal Reserve) in effect at the time a
                    Premium Payment is allocated to a Sub-Account's Guaranteed
                    Period under the

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<PAGE>
                    Contract and the Index Rate in effect at the time of the
                    Premium Payment's surrender or transfer. It also reflects
                    the time remaining in the Sub-Account's Guaranteed Period.
                    Generally, if the Index Rate at the time of surrender or
                    transfer is lower than the Index Rate at the time the
                    Premium Payment was allocated, then the application of the
                    MVA will result in a higher payment upon surrender or
                    transfer. Similarly, if the Index Rate at the time of
                    surrender or transfer is higher than the Index Rate at the
                    time the Premium Payment was allocated, the application of
                    the MVA will generally result in a lower payment upon
                    surrender or transfer.

                    The MVA is computed by applying the following formula:

                                               (1+A)N

                                     --------------------------
                                               (1+B)N

                    where:

                    A = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the beginning of the Guaranteed
                    Period.

                    B = an Index Rate (based on the Treasury Constant Maturity
                    Series published by the Federal Reserve) for a security with
                    time to maturity equal to the Sub-Account's Guaranteed
                    Period, determined at the time of surrender or transfer,
                    plus a 0.50% adjustment (unless otherwise limited by
                    applicable state law). If Index Rates "A" and "B" are within
                    .25% of each other when the index rate factor is determined,
                    no such percentage adjustment to "B" will be made, unless
                    otherwise required by state law. This adjustment builds into
                    the formula a factor representing direct and indirect costs
                    to the Company associated with liquidating general account
                    assets in order to satisfy surrender requests. This
                    adjustment of 0.50% has been added to the denominator of the
                    formula because it is anticipated that a substantial portion
                    of applicable general account portfolio assets will be in
                    relatively illiquid securities. Thus, in addition to direct
                    transaction costs, if such securities must be sold (E.G.,
                    because of surrenders), the market price may be lower.
                    Accordingly, even if interest rates decline, there will not
                    be a positive adjustment until this factor is overcome, and
                    then any adjustment will be lower than otherwise, to
                    compensate for this factor. Similarly, if interest rates
                    rise, any negative adjustment will be greater than
                    otherwise, to compensate for this factor. If interest rates
                    stay the same, this factor will result in a small but
                    negative Market Value Adjustment.

                    N = The number of years remaining in the Guaranteed Period
                    (E.G. 1 year and 73 days = 1 + (73 divided by 365) = 1.2
                    years)

                    See the Statement of Additional information for examples of
                    the application of the Market Value Adjustment.

DISTRIBUTION OF THE CONTRACTS

                    CIGNA Financial Advisors, Inc. ("CFA"), located at 900
                    Cottage Grove Road, Hartford, CT 06152, acts as the
                    principal underwriter and the distributor of the Contracts
                    as well as of variable life insurance policies and other
                    variable annuity contracts which are or may be issued by the
                    Company. CFA, a registered broker-dealer under the
                    Securities Exchange Act of 1934, is a wholly-owned
                    subsidiary of Connecticut General Corporation. The Contracts
                    are offered on a continuous basis. CFA and the Company may
                    enter into agreements to sell the Contracts through various
                    broker-dealers whose agents are licensed to sell the
                    Contracts.

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<PAGE>
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.
                    OWNERS ARE CAUTIONED TO SEEK COMPETENT TAX ADVICE REGARDING
                    THE POSSIBILITY OF SUCH CHANGES. THE COMPANY DOES NOT
                    GUARANTEE THE TAX STATUS OF THE CONTRACTS. OWNERS BEAR THE
                    COMPLETE RISK THAT THE CONTRACTS MAY NOT BE TREATED AS
                    "ANNUITY CONTRACTS" UNDER FEDERAL INCOME TAX LAWS.

                    GENERAL

                    Section 72 of the Code governs taxation of annuities in
                    general. A Contract 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
                    Settlement Option elected. For a lump sum payment received
                    as a total surrender (total redemption), 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 Premium Payments, 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, the taxable portion is determined by a
                    formula which establishes the ratio that the cost basis of
                    the Contract bears to the total value of annuity payments
                    for the term of the Contract. The taxable portion is taxed
                    at ordinary income 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. Contract 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
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from the
                    Company, and its operations form a part of the Company.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Internal Revenue Code. The Company does
                    not expect to incur any federal income tax liability with
                    respect to investment income and net capital gains arising
                    from the activities of the Variable Account retained as part
                    of the reserves under the Contract. Based on this
                    expectation, it is anticipated that no charges will be made
                    against the Variable Account for federal income taxes. If,
                    in future years, any federal income taxes or other economic
                    burden are incurred by the Company with respect to the
                    Variable Account or the Contracts, the Company may make a
                    charge for any such amounts that are attributable to the
                    Variable Account.

                    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 adequately diversified in accordance with
                    regulations prescribed by the United States Treasury
                    Department ("Treasury Department"). Disqualification of the
                    Contract as an annuity contract would result in imposition
                    of federal income tax to the Contract 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.

34
<PAGE>
                    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, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.

                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the contract (i.e., by being able to
                    transfer values among sub-accounts with only limited
                    restrictions). The issuance of such guidelines may require
                    the Company to impose limitations on a Contract Owner's
                    right to control the investment. It is not known whether any
                    such guidelines would have a retroactive effect.

                    DISTRIBUTION REQUIREMENTS

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

                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. The Company intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.

                                                                              35
<PAGE>
                    MULTIPLE CONTRACTS

                    The Code provides that multiple non-qualified annuity
                    contracts which are issued during 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. Contract Owners should consult a tax adviser
                    prior to purchasing more than one nonqualified annuity
                    contract in any single calendar year.

                    TAX TREATMENT OF ASSIGNMENTS

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

                    WITHHOLDING

                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies the Company of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.

                    SECTION 1035 EXCHANGES

                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.

                    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 Annuity Account Value exceeds the aggregate Premium
                    Payments 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 includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Contract Owner (or, if the Contract Owner is a
                    non-natural person, the Annuitant); (c) if the Payee 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 Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his/her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982.

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

36
<PAGE>
                    QUALIFIED PLANS

                    The Contracts offered by this Prospectus are designed to be
                    suitable for use under various types of Qualified Plans.
                    Because of the minimum purchase payment requirements, these
                    Contracts may not be appropriate for some periodic payment
                    retirement plans. Taxation of participants in each Qualified
                    Plan varies with the type of plan and terms and conditions
                    of each specific plan. Contract Owners, Annuitants and
                    Beneficiaries are cautioned that benefits under a Qualified
                    Plan may be subject to the terms and conditions of the plan
                    regardless of the terms and conditions of the Contracts
                    issued pursuant to the plan. Although the Company provides
                    administration for the Contract, it does not provide
                    administrative support for Qualified Plans. Following are
                    general descriptions of the types of Qualified Plans with
                    which the Contracts may be used. Such descriptions are not
                    exhaustive and are for general informational purposes only.
                    The tax rules regarding Qualified Plans are very complex and
                    will have differing applications, depending on individual
                    facts and circumstances. Each purchaser should obtain
                    competent tax advice prior to purchasing a Contract issued
                    in connection with a Qualified Plan.

                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, the Company makes no
                    attempt to provide more than general information about use
                    of the Contract with the various types of qualified plans.
                    Purchasers and participants under qualified plans as well as
                    Annuitants, Payees and Beneficiaries are cautioned that the
                    rights of any person to any benefits under qualified plans
                    may be subject to the terms and conditions of the plan
                    themselves, regardless of the terms and conditions of the
                    Contract issued in connection therewith.

                    SECTION 403(B) PLANS

                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.

                    INDIVIDUAL RETIREMENT ANNUITIES

                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.

                                                                              37
<PAGE>
                    CORPORATE PENSION AND PROFIT-SHARING PLANS AND H.R. 10 PLANS

                    Section 401(a) and 403(a) of the Code permit corporate
                    employers to establish various types of retirement plans for
                    employees and self-employed individuals to establish
                    qualified plans for themselves and their employees. Such
                    retirement plans may permit the purchase of the Contracts to
                    provide benefits under the plans.

                    DEFERRED COMPENSATION PLANS

                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.

                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.

                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS

                    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 Sections 401, 403(b), 408 and 457. To the extent
                    amounts are not includable in gross income because they have
                    been properly 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
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Contract Owner or Annuitant (as applicable) or
                    disability of the Payee (for this purpose disability is as
                    defined in Section 72(m)(7) of the Code); (c) after
                    separation from service, distributions that are part of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or the joint lives (or joint life expectancies)
                    of such Payee and his/her designated beneficiary; (d)
                    distributions to a Payee who has separated from service
                    after attaining age 55; (e) distributions made to the extent
                    such distributions do not exceed the amount allowable as a
                    deduction under Code Section 213 to the Payee for amounts
                    paid during the taxable year for medical care: and (f)
                    distributions made to an alternate payee pursuant to a
                    qualified domestic relations order.

                    The exceptions stated in Items (d), (e) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.

38
<PAGE>
FINANCIAL STATEMENTS

                    Audited financial statements of the Company as of and for
                    each of the three years in the period ended December 31,
                    1994 are included in the Statement of Additional
                    Information. No financial statements are included for the
                    Variable Account, which had not yet commenced operations as
                    of the date of this Prospectus.

LEGAL PROCEEDINGS

                    There are no legal proceedings to which the Variable
                    Account, the Distributor or the Company is a party except
                    for routine litigation which the Company does not believe is
                    relevant to the Contracts offered by this Prospectus.

TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION

A  Statement of Additional Information is  available (at no cost) which contains
more  details  concerning  some  subjects  discussed  in  this  Prospectus.  The
following is the Table of Contents for that Statement:
<TABLE>
<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
THE CONTRACTS-GENERAL PROVISIONS................           3
  The Contracts.................................           3
  Loans.........................................           3
  Non-Participating Contracts...................           3
  Misstatement of Age...........................           3
  Variable Accumulation Unit Value and
   Variable Accumulation Value..................           3
  Net Investment Factor.........................           4
SAMPLE CALCULATIONS AND TABLES..................           4
  Variable Account Unit Value Calculations......           4
  Withdrawal Charge and Market Value Adjustment
   Tables.......................................           5
STATE REGULATION OF THE COMPANY.................           6

<CAPTION>
               TABLE OF CONTENTS                     PAGE
<S>                                               <C>
ADMINISTRATION..................................           7
PERIODIC REPORTS................................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           7
  Money Market Sub-Account Yield................           8
  Other Sub-Account Yields......................           8
  Total Returns.................................           9
  Other Performance Data........................           9
LEGAL MATTERS...................................          10
LEGAL PROCEEDINGS...............................          10
EXPERTS.........................................          10
FINANCIAL STATEMENTS............................          10
</TABLE>

                                                                              39
<PAGE>
      [LOGO]

                                                                   543778 (9/95)
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION

             ACCRU-REGISTERED TRADEMARK- VARIABLE ANNUITY CONTRACTS

                                 Issued through

                   CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I

                                   Offered by

                          CIGNA LIFE INSURANCE COMPANY

                              Home Office Location
                             900 Cottage Grove Road
                          Hartford, Connecticut 06152

                                Mailing Address
                           CIGNA Individual Insurance
                        Variable Products Service Center
                                 Routing S-154
                        Hartford, Connecticut 06152-2154

   
    This Statement of Additional Information ("Statement") expands upon subjects
discussed  in the  current Prospectus  for the  Variable Annuity  Contracts (the
"Contracts") offered  by CIGNA  Life Insurance  Company through  CIGNA  Variable
Annuity  Separate  Account I.  You may  obtain  a copy  of the  Prospectus dated
September 11,  1995,  by calling  (800)  552-9898,  or by  writing  to  Variable
Products  Service Center, Routing S-154, CIGNA Life Insurance Company, Hartford,
Connecticut 06152-2154. Terms used in  the current Prospectus for the  Contracts
are incorporated in this Statement.
    

    THIS  STATEMENT OF ADDITIONAL INFORMATION IS  NOT A PROSPECTUS AND SHOULD BE
READ ONLY  IN  CONJUNCTION WITH  THE  PROSPECTUS  FOR THE  CONTRACTS  AND  CIGNA
VARIABLE ANNUITY SEPARATE ACCOUNT I.

   
Dated: September 11, 1995
    

                                       1
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE
                                                                                                                  -----
<S>                                                                                                          <C>
THE CONTRACTS -- GENERAL PROVISIONS........................................................................           3
  The Contracts............................................................................................           3
  Loans....................................................................................................           3
  Non-Participating Contracts..............................................................................           3
  Misstatement of Age......................................................................................           3

CALCULATION OF VARIABLE ACCOUNT VALUES.....................................................................           3
  Variable Accumulation Unit Value.........................................................................           3
  Net Investment Factor....................................................................................           4

SAMPLE CALCULATIONS AND TABLES.............................................................................           4
  Variable Account Unit Value Calculations.................................................................           4
  Withdrawal Charge and Market Value Adjustment Tables.....................................................           5

STATE REGULATION OF THE COMPANY............................................................................           6

ADMINISTRATION.............................................................................................           7

PERIODIC REPORTS...........................................................................................           7

DISTRIBUTION OF THE CONTRACTS..............................................................................           7

CUSTODY OF ASSETS..........................................................................................           7

HISTORICAL PERFORMANCE DATA................................................................................           7
  Money Market Sub-Account Yield...........................................................................           8
  Other Sub-Account Yields.................................................................................           8
  Total Returns............................................................................................           9
  Other Performance Data...................................................................................           9

LEGAL MATTERS..............................................................................................          10

LEGAL PROCEEDINGS..........................................................................................          10

EXPERTS....................................................................................................          10

FINANCIAL STATEMENTS.......................................................................................          10
</TABLE>

                                       2
<PAGE>
    In  order to  supplement the  description in  the Prospectus,  the following
provides  additional  information  about  CIGNA  Life  Insurance  Company   (the
"Company") and the Contracts which may be of interest to a Contract Owner. Terms
have the same meaning as in the Prospectus, unless otherwise indicated.

                      THE CONTRACTS -- GENERAL PROVISIONS

THE CONTRACTS

    A Contract, attached riders, amendments and any application, form the entire
contract.  Only the President, a Vice President,  a Secretary, a Director, or an
Assistant Director  of  the Company  may  change or  waive  any provision  in  a
Contract.  Any changes or waivers must be  in writing. The Company may change or
amend the Contracts if such change  or amendment is necessary for the  Contracts
to  comply  with  or  take  advantage  of any  state  or  federal  law,  rule or
regulation.

LOANS

    Under the Contracts, loans are not permitted.

NON-PARTICIPATING CONTRACTS

    The Contracts do not participate or share in the profits or surplus earnings
of the Company.

MISSTATEMENT OF AGE

    If the age of the Annuitant is misstated, any amounts payable by the Company
under the  Contract will  be adjusted  to  be those  amounts which  the  Premium
Payments  would have purchased  for the correct age,  according to the Company's
rates in effect  on the  Date of  Issue. Any  overpayment by  the Company,  with
interest  at  the rate  of 6%  per  year, compounded  annually, will  be charged
against the payments to be made next succeeding the adjustment. Any underpayment
by the Company will be paid in a lump sum.

    If the age or  sex of the  Owner is misstated, the  Company will adjust  the
charge  associated with the Optional Death  Benefits elected to the charges that
would have been assessed for the correct age and sex.

                     CALCULATION OF VARIABLE ACCOUNT VALUES

    On any Valuation Date, the Variable Account value is equal to the totals  of
the  values allocated to  the Contracts in  each Sub-Account. The  portion of an
Owner's Annuity Account Value held in any Variable Account Sub-Account is  equal
to  the number of  Sub-Account units allocated  to a Contract  multiplied by the
Sub-Account accumulation unit value as described below.

VARIABLE ACCUMULATION UNIT VALUE

    Upon receipt of a  Premium Payment by the  Company at its Variable  Products
Service  Center,  all or  that portion,  if any,  of the  Premium Payment  to be
allocated to the Variable Account Sub-Accounts will be credited to the  Variable
Account  in the  form of Variable  Accumulation Units. The  number of particular
Variable Accumulation Units to be credited is determined by dividing the  dollar
amount  allocated to the particular Variable Account Sub-Account by the Variable
Accumulation Unit Value for the particular Variable Account Sub-Account for  the
Valuation  Period during which the Premium  Payment is received at the Company's
Variable Products  Service Center  (for  the initial  Premium Payment,  for  the
Valuation Period during which the Premium Payment is accepted).

    The  Variable Accumulation Unit Value  for each Variable Account Sub-Account
will be set initially at $10.00 for the first Valuation Period of the particular
Variable Account  Sub-Account.  The Variable  Accumulation  Unit Value  for  the
particular  Variable Account Sub-Account for  any subsequent Valuation Period is
determined  by  multiplying  the  Variable  Accumulation  Unit  Value  for   the
particular  Variable Account Sub-Account for the immediately preceding Valuation
Period by  the  Net  Investment  Factor  for  the  particular  Variable  Account
Sub-Account for such subsequent Valuation Period. The

                                       3
<PAGE>
Variable  Accumulation Unit Value for each  Variable Account Sub-Account for any
Valuation Period  is  the value  determined  as of  the  end of  the  particular
Valuation  Period and may increase, decrease,  or remain constant from Valuation
Period to Valuation Period.

    The Variable Account portion of the  Annuity Account Value, if any, for  any
Valuation  Period is equal to the sum  of the value of all Variable Accumulation
Units of each  Variable Account Sub-Account  credited to the  Contract for  such
Valuation  Period. The value in a  Contract of each Variable Account Sub-Account
is determined by multiplying the number of Variable Accumulation Units, if  any,
credited  to such  Variable Account  Sub-Account in  a Contract  by the Variable
Accumulation Unit Value of the particular Variable Account Sub-Account for  such
Valuation Period.

NET INVESTMENT FACTOR

    The  Net Investment  Factor is  an index  applied to  measure the investment
performance of a Variable Account Sub-Account  from one Valuation Period to  the
next.  The Net Investment  Factor may be greater  or less than  or equal to 1.0;
therefore, the value of a Variable Accumulation Unit may increase, decrease,  or
remain the same.

    The  Net  Investment Factor  for any  Variable  Account Sub-Account  for any
Valuation Period is determined by dividing  (a) by (b) and then subtracting  (c)
from the result where:

    (a) is the net result of:

        (1)  the net asset  value of a  Fund share held  in the Variable Account
           Sub-Account determined as of the end of the Valuation Period, plus

        (2) the per share amount of any dividend or other distribution  declared
           by the Fund on the shares held in the Variable Account Sub-Account if
           the  "ex-dividend" date occurs  during the Valuation  Period, plus or
           minus

        (3) a per  share credit  or charge  with respect  to any  taxes paid  or
           reserved  for by  the Company during  the Valuation  Period which are
           determined by the Company to be attributable to the operation of  the
           Variable Account Sub-Account;

    (b)  is the  net asset value  of a Fund  share held in  the Variable Account
       Sub-Account determined as of the  end of the preceding Valuation  Period;
       and

    (c)  is the asset charge factor determined  by the Company for the valuation
       period to reflect the  charges for assuming  mortality and expense  risks
       and for the administrative expenses.

                         SAMPLE CALCULATIONS AND TABLES

VARIABLE ACCOUNT UNIT VALUE CALCULATIONS

    VARIABLE ACCUMULATION UNIT VALUE CALCULATION.  Assume the net asset value of
a Fund share at the end of the current Valuation Period is $16.50; and its value
at  the  end  of the  immediately  preceding  Valuation Period  was  $16.46; the
Valuation Period  is one  day; and  no dividends  or distributions  caused  Fund
shares  to go "ex-dividend" during the  current Valuation Period. $16.50 divided
by $16.46 is 1.002430134. Subtracting the one day risk factor for mortality  and
expense  risks and the administrative expense  charge of .00003584933 (the daily
equivalent of  the current  charge of  1.30% on  an annual  basis) gives  a  net
investment  factor of 1.00239428467.  If the value  of the Variable Accumulation
Unit for the  immediately preceding  Valuation Period had  been $14.703693,  the
value  for  the  current  Valuation Period  would  be  $14.738898  ($14.703693 X
1.00239428467).

    VARIABLE ANNUITY  UNIT VALUE  CALCULATION.   The  assumptions in  the  above
example exist. Also assume that the value of an Annuity Unit for the immediately
preceding  Valuation Period had  been $13.579136. As  the first variable annuity
payment is determined  by using an  assumed interest  rate of 3%  per year,  the
value  of the Annuity Unit for the  current Valuation Period would be $13.610546
[$13.579136  X  1.00239428467  (the  net  investment  factor)  X   0.999919020].
0.999919020  is the factor, for a one day Valuation Period, that neutralizes the
assumed interest  rate of  three percent  (3%) per  year used  to establish  the
Annuity Payment Rates found in the Contract.

                                       4
<PAGE>
    VARIABLE  ANNUITY PAYMENT CALCULATION.  Assume that a Participant's Variable
Annuity Account  is credited  with 5319.7531  Variable Accumulation  Units of  a
particular  Sub-Account;  that  the  Variable Accumulation  Unit  value  and the
Annuity Unit Value for the particular Sub-Account for the Valuation Period which
ends immediately  preceding  the  Annuity Date  are  $14.703693  and  $13.579136
respectively;  that the Annuity Payment  Rate for the age  and option elected is
$6.52 per $1,000; and that the Annuity Unit Value on the day prior to the second
variable annuity payment date is $13.610170. The first variable annuity  payment
would be $509.99 (5319.7531 X $14.703693 X 6.52 divided by 1,000). The number of
Annuity  Units credited would be 37.5569 ($509.99 divided by $13.579136) and the
second variable annuity payment would be $511.16 (37.5569 X $13.610170).

WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT TABLES

   
    The following example illustrates the  detailed calculations for a  $100,000
deposit  into the Fixed Account  with a guaranteed rate of  8% for a duration of
five years. The intent of the example is to show the effect of the Market  Value
Adjustment  ("MVA") and the 3% minimum guarantee under various interest rates on
the calculation  of  the cash  surrender  (withdrawal) value.  Any  charges  for
optional  death benefit  risks are  not taken into  account in  the example. The
effect of the MVA is  reflected in the index rate  factor in column (2) and  the
minimum  3%  guarantee is  shown  under column  (4)  under the  "Surrender Value
Calculation". The  "Surrender Charge  Calculation" assumes  there have  been  no
prior  withdrawals and  illustrates the  operation of  the Fifteen  Percent Free
provision of the  Contract. The  "Market Value Adjustment  Tables" and  "Minimum
Value Calculation" contain the explicit calculation of the index factors and the
3%  minimum guarantee respectively. The "Annuity Value Calculation" and "Minimum
Value" calculations assume the imposition of the annual $35 Annuity Account  Fee
charge,  but that fee  is waived if  the Annuity Account  Value at the  end of a
Contract Year is $100,000 or more.
    
                            WITHDRAWAL CHARGE TABLES
                     SAMPLE CALCULATIONS FOR MALE 35 ISSUE
                             CASH SURRENDER VALUES

<TABLE>
<S>                             <C>
Single premium................  $100,000
Premium taxes.................  0
Withdrawals...................  None
Guaranteed period.............  5 years
Guaranteed interest rate......  8%
Annuity date..................  Age 70
Index rate A..................  7.5%
Index rate B..................  8.00% end of contract year 1
                                7.75% end of contract year 2
                                7.00% end of contract year 3
                                6.50% end of contract year 4
Percentage adjustment to B....  0.5%
</TABLE>

                          SURRENDER VALUE CALCULATION

<TABLE>
<CAPTION>
                                      (1)          (2)           (3)           (4)          (5)          (6)          (7)
                                    ANNUITY    INDEX RATE     ADJUSTED       MINIMUM    GREATER OF    SURRENDER    SURRENDER
CONTRACT YEAR                        VALUE       FACTOR     ANNUITY VALUE     VALUE       (3)&(4)      CHARGE        VALUE
--------------------------------  -----------  -----------  -------------  -----------  -----------  -----------  -----------
<S>                               <C>          <C>          <C>            <C>          <C>          <C>          <C>
1...............................  $   107,965     0.963640   $   104,039   $   102,965  $   104,039   $   5,950   $    98,089
2...............................  $   116,567     0.993056   $   115,758   $   106,019  $   115,758   $   5,100   $   110,658
3...............................  $   125,858     1.000000   $   125,858   $   109,165  $   125,858   $   4,250   $   121,608
4...............................  $   135,891     1.004673   $   136,526   $   112,404  $   136,526   $   3,400   $   133,126
5...............................  $   146,727     1.000000   $   146,727   $   115,742  $   146,727   $   2,550   $   144,177
</TABLE>

                                       5
<PAGE>
                           ANNUITY VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR                                 ANNUITY VALUE
------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.08 - $35 = $107,965
2.............................       $107,965 X 1.08 - $35 = $116,567
3.............................       $116,567 X 1.08 - $35 = $125,858
4.............................       $125,858 X 1.08 - $35 = $135,891
5.............................       $135,891 X 1.08 - $35 = $146,727
</TABLE>

                          SURRENDER CHARGE CALCULATION

<TABLE>
<CAPTION>
                                                                                       (2)
                                                              (1)            SURRENDER CHARGE FACTOR          (3)
                                                           SURRENDER                ADJUSTED               SURRENDER
CONTRACT YEAR                                            CHARGE FACTOR    FOR FREE PARTIAL WITHDRAWALS      CHARGE
------------------------------------------------------  ---------------  -------------------------------  -----------
<S>                                                     <C>              <C>                              <C>
1.....................................................       0.07                      0.0595              $   5,950
2.....................................................       0.06                      0.0510              $   5,100
3.....................................................       0.05                      0.0425              $   4,250
4.....................................................       0.04                      0.0340              $   3,400
5.....................................................       0.03                      0.0255              $   2,550
</TABLE>

                         MARKET VALUE ADJUSTMENT TABLES
                        INTEREST RATE FACTOR CALCULATION

<TABLE>
<CAPTION>
                                                                             (3)                       (5)
                                                          (1)     (2)     ADJUSTED            (1+A)to the power of n
                                                         INDEX   INDEX   INDEX RATE    (4)            ------
CONTRACT YEAR                                            RATE A  RATE B       B         N     (1+B)to the power of n
-------------------------------------------------------  ------  ------  -----------  -----        ------------
<S>                                                      <C>     <C>     <C>          <C>    <C>
1......................................................  7.5%    8.00      8.50        4             0.963640
2......................................................  7.5%    7.75      7.75        3             0.993056
3......................................................  7.5%    7.00      7.50        2             1.000000
4......................................................  7.5%    6.50      7.00        1             1.004673
5......................................................  7.5%     NA        NA         0                NA
</TABLE>

                           MINIMUM VALUE CALCULATION

<TABLE>
<CAPTION>
CONTRACT YEAR                                 MINIMUM VALUE
------------------------------  ------------------------------------------
<S>                             <C>
1.............................       $100,000 X 1.03 - $35 = $102,965
2.............................       $102,965 X 1.03 - $35 = $106,019
3.............................       $106,019 X 1.03 - $35 = $109,165
4.............................       $109,165 X 1.03 - $35 = $112,404
5.............................       $112,404 X 1.03 - $35 = $115,742
</TABLE>

                        STATE REGULATION OF THE COMPANY

    The Company,  a Connecticut  corporation, is  subject to  regulation by  the
Connecticut  Department  of Insurance.  An annual  statement  is filed  with the
Connecticut Department  of  Insurance  each year  covering  the  operations  and
reporting  on the financial  condition of the  Company as of  December 31 of the
preceding year. Periodically, the Connecticut  Department of Insurance or  other
authorities examine the liabilities and reserves of the Company and the Variable
Account,  and  a  full  examination of  the  Company's  operations  is conducted
periodically by the Connecticut Department of Insurance. In

                                       6
<PAGE>
addition, the Company is subject to the insurance laws and regulations of  other
states  within  which  it  is  licensed  to  operate.  Generally,  the Insurance
Department of any  other state  applies the  laws of  the state  of domicile  in
determining permissible investments.

   
    The fixed account values and benefits of each Contract are governed by state
nonforfeiture  laws, and  separate account values  and benefits  are governed by
state separate account laws.
    

                                 ADMINISTRATION

    The Company  performs  certain  administrative  functions  relating  to  the
Contracts,  the individual Annuity Accounts, the Fixed Account, and the Variable
Account. These functions include, among other things, maintaining the books  and
records  of the Variable  Account, the Fixed Account,  and the Sub-Accounts, and
maintaining records  of  the  name,  address,  taxpayer  identification  number,
contract  number, Annuity  Account number and  type, the status  of each Annuity
Account and  other pertinent  information necessary  to the  administration  and
operation of the Contracts.

                                PERIODIC REPORTS

    At least once during each Calendar Year, the Company will furnish each Owner
with  a report  showing the Annuity  Account Value  at the end  of the preceding
Calendar Year, all transactions  during the Calendar  Year, the current  Annuity
Account  Value, the number  of Accumulation Units  in each Variable Accumulation
Amount, the applicable Accumulation Unit Value as of the date of the report  and
the  interest rate  credited to the  Fixed Account  Sub-Account(s). In addition,
each person having voting  rights in the  Variable Account and  a Fund or  Funds
will  receive  each such  reports  or prospectuses  as  may be  required  by the
Investment Company Act of 1940 and the Securities Act of 1933. The Company  will
also  send each  Owner such  statements reflecting  transactions in  the Owner's
Annuity Account as may be required by applicable laws, rules and regulations.

    Upon request  to the  Variable  Products Service  Center, the  Company  will
provide  an  Owner with  information regarding  fixed and  variable accumulation
values.

                         DISTRIBUTION OF THE CONTRACTS

    The principal underwriter for the Contracts, CIGNA Financial Advisors,  Inc.
("CFA"),  Hartford, Connecticut 06152,  which is an affiliate  of the Company as
well as of CIGNA Corporation, has not yet received any commissions with  respect
to  sales  of the  Contracts  as of  the date  of  this Statement  of Additional
Information.

    Sales charges on and exchange  privileges under the Contracts are  described
in  the Prospectus. There are no variations in the prices at which the Contracts
are offered for certain types of purchasers.

                               CUSTODY OF ASSETS

   
    The Company is  the Custodian  of the assets  of the  Variable Account.  The
Company  will purchase Fund shares at net asset value in connection with amounts
allocated  to  the  Variable  Account   Sub-Accounts  in  accordance  with   the
instructions of the Purchasers and redeem Fund shares at net asset value for the
purpose  of meeting the contractual obligations  of the Variable Account, paying
charges relative  to the  Variable  Account or  making adjustments  for  annuity
reserves  held in the  Variable Account. The  assets of the  Sub-Accounts of the
Variable Account  are held  separate and  apart  from the  assets of  any  other
segregated  asset  accounts  of the  Company  and  separate and  apart  from the
Company's general account assets. The Company maintains records of all purchases
and redemptions of shares of each Fund  held by each of the Sub-Accounts of  the
Variable  Account. Additional protection for the  assets of the Variable Account
is afforded by  the Company's fidelity  bond covering the  acts of officers  and
employees  of the Company which is presently (as  of July 1, 1995) in the amount
of $10,000,000.
    

                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA

    No historical performance data for each of the Sub-Accounts of the  Separate
Account,  other  than the  Money Market  Sub-Account, is  yet available,  as the
Separate Account had not commenced operations at the date of this Statement.

MONEY MARKET SUB-ACCOUNT YIELD

    From time to time,  the Money Market Sub-Account  may advertise its  "yield"
and  "effective yield." Both yield figures  will be based on historical earnings
and are not intended  to indicate future performance.  The "yield" of the  Money
Market  Sub-Account refers to the income  generated by Annuity Account Values in
the Money  Market Sub-Account  over a  seven-day period  (which period  will  be
stated  in the  advertisement). This income  is then "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
Annuity Account Values in the Money Market Sub-Account. The "effective yield" is
calculated similarly but, when annualized, the income earned by Annuity  Account
Values  in  the  Money  Market  Sub-Account is  assumed  to  be  reinvested. The
"effective yield"  will be  slightly  higher than  the  "yield" because  of  the
compounding  effect of this  assumed reinvestment. The  computation of the yield
calculation includes a deduction for the Mortality and Expense Risk Charge,  the
Administrative Expense Charge, and the Annuity Account Fee.

    The  effective  yield is  calculated  by compounding  the  unannualized base
period return according to the following formula:

      EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)to the power of 365/7 - 1

    The yield on  amounts held  in the  Money Market  Sub-Account normally  will
fluctuate  on a daily basis.  Therefore, the disclosed yield  for any given past
period is  not an  indication or  representation of  future yields  or rates  of
return.  The Money Market  Sub-Account's actual yield is  affected by changes in
interest rates on  money market  securities, average portfolio  maturity of  the
Money  Market Fund, the  types and quality  of portfolio securities  held by the
Money Market Fund and its operating  expenses. The yield figures do not  reflect
withdrawal charges or premium taxes or any charges for Optional Death Benefit(s)
selected.

OTHER SUB-ACCOUNT YIELDS

    The  Company  may  from  time  to time  advertise  or  disclose  the current
annualized yield of  one or  more of the  Sub-Accounts of  the Variable  Account
(except  the Money Market Sub-Account) for  30-day periods. The annualized yield
of a Sub-Account refers to income  generated by the Sub-Account over a  specific
30-day  period.  Because  the yield  is  annualized,  the yield  generated  by a
Sub-Account during the  30-day period  is assumed  to be  generated each  30-day
period  over a 12-month period.  The yield is computed  by: (i) 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:

Yield = 2   [(a - b + 1)to the power of 6 - 1]

            -----
            cd

Where:    a    =   Net investment income earned during the period by
                   the Fund attributable to shares owned by the
                   Sub-Account.
          b    =   Expenses accrued for the period.
          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.

    Because of the charges and deductions  imposed by the Variable Account,  the
yield for a Sub-Account of the Variable Account will be lower than the yield for
its  corresponding Fund. The yield calculations do not reflect the effect of any
premium taxes or deferred sales charges that may be

                                       8
<PAGE>
applicable to a particular Contract. Deferred sales charges range from 7% to  1%
of the amount withdrawn or surrendered on total Premium Payments paid less prior
partial  withdrawals,  based on  the Contract  Year in  which the  withdrawal or
surrender occurs.

    The yield  on amounts  held  in the  Sub-Accounts  of the  Variable  Account
normally  will fluctuate over time. Therefore, the disclosed yield for any given
past period is not an indication or representation of future yields or rates  of
return. A Sub-Account's actual yield is affected by the types and quality of the
Fund's investments and its operating expenses.

TOTAL RETURNS

    The  Company may from  time to time  also advise or  disclose annual average
total returns for one or  more of the Sub-Accounts  of the Variable Account  for
various  periods of time. When a Sub-Account has  been in operation for 1, 5 and
10 years, respectively,  the total return  for these periods  will be  provided.
Total returns for other periods of time may from time to time also be disclosed.
Total returns represent the average annual compounded rates of return that would
equate the initial amount invested to the redemption value of that investment as
of the last day of each of the periods.

    Total  returns will  be calculated using  Sub-Account Unit  Values which the
Company calculates on  each Valuation  Period based  on the  performance of  the
Sub-Account's  underlying Fund, and the deductions for the mortality and expense
risk charge, the administrative expense charge, and the Annuity Account Fee. The
Annuity Account Fee is  reflected by dividing the  total amount of such  charges
collected  during the year that are attributable  to the Variable Account by the
total average  net  assets  of  all the  Variable  Sub-Accounts.  The  resulting
percentage  is deducted  from the  return in  calculating the  ending redeemable
value. These figures will not reflect any  premium taxes or any charges for  any
Optional  Death Benefit  selected by the  Owner. Total  return calculations will
reflect the  effect  of deferred  sales  charges that  may  be applicable  to  a
particular  period. The  total return will  then be calculated  according to the
following formula:

                         P(1+T)to the power of n = ERV

Where:     P     =    A hypothetical initial Premium Payment of $1,000.
           T     =    Average annual total return.
           n     =    Number of years in the period.
          ERV    =    Ending redeemable value of a hypothetical $1,000
                      payment made at the beginning of the one, five or
                      ten-year period, at the end of the one, five or
                      ten-year period (or fractional portion thereof).

OTHER PERFORMANCE DATA

    The Company may from time to time also disclose average annual total returns
in a  non-standard format  in  conjunction with  the standard  format  described
above. The non-standard format will be identical to the standard one except that
the deferred sales charge percentage will be assumed to be 0%.

                                       9
<PAGE>
    The  Company  may from  time to  time disclose  cumulative total  returns in
conjunction with the  standard format  described above.  The cumulative  returns
will  be calculated using the following formula assuming that the deferred sales
charge percentage will be 0%.

                               CTR = (ERV/P) - 1

Where:    CTR    =    The cumulative total return net of
                      Sub-Account recurring charges for the
                      period.
          ERV    =    The ending redeemable value of the
                      hypothetical investment made at the
                      beginning of the one, five or ten-year
                      period, at the end of the one, five or
                      ten-year period (or fractional portion
                      thereof).
           P     =    A hypothetical initial payment of
                      $10,000

    All non-standard performance data  will only be  advertised if the  standard
performance data is also disclosed.

    The  Company  may also  from  time to  time  use advertising  which includes
hypothetical illustrations to  compare the  difference between the  growth of  a
taxable investment and a tax-deferred investment in a variable annuity.

                                 LEGAL MATTERS

    Legal  advice regarding certain  matters relating to  the federal securities
laws applicable to the issuance of the Contracts described in the Prospectus and
this Statement has  been provided by  George N. Gingold,  Esq., 197 King  Philip
Drive, West Hartford, CT 06117. All matters of Connecticut law pertaining to the
Contracts,  including the validity  of the Contracts and  the Company's right to
issue the Contracts  under Connecticut  Insurance Law and  any other  applicable
state  insurance  or  securities  laws,  have  been  passed  upon  by  Robert A.
Picarello, Chief Counsel, Individual Insurance, CIGNA Companies.

                               LEGAL PROCEEDINGS

    There are no legal proceedings to which  the Variable Account is a party  or
to  which the  assets of the  Variable Account  are subject. The  Company is not
involved in any  litigation that is  of material importance  in relation to  its
total assets or that relates to the Variable Account.

                                    EXPERTS

    The  financial statements of CIGNA Life Insurance Company as of December 31,
1994 and 1993 and for each of the  three years in the period ended December  31,
1994  included in this Statement of Additional Information have been so included
in reliance  on the  report of  Price Waterhouse  LLP, independent  accountants,
given on the authority of said firm as experts in auditing and accounting. Price
Waterhouse  LLP's consent to this reference to  the firm as an "expert" is filed
as an  exhibit  to  the  registration  statement  of  which  this  Statement  of
Additional Information is a part.

                              FINANCIAL STATEMENTS

    The financial statements of the Company which are included in this Statement
should  be considered only as bearing on the  ability of the Company to meet the
obligations under the Contracts. They should not be considered as bearing on the
investment performance of  the assets held  in the Variable  Account, or on  the
Guaranteed  Interest Rate credited by the Company during a Guaranteed Period. No
financial statements of  the Variable Account  are included, because  as of  the
date of this Statement the Variable Account had not yet commenced operations.

                                       10
<PAGE>

                      NORTHEAST INSURANCE SERVICES     Telephone 203 240 2000
                      One Financial Plaza              Facsimile 203 249 0457
                      Hartford, CT 06103

PRICE WATERHOUSE LLP                                                   [LOGO]

                       REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1995

The Board of Directors and Shareholder of
CIGNA Life Insurance Company

In  our opinion, the  accompanying balance sheets and  the related statements of
income and retained earnings and of  cash flows present fairly, in all  material
respects, the financial position of CIGNA Life Insurance Company at December 31,
1994 and 1993, and the results of their operations and their cash flows for each
of  the three years  in the period  ended December 31,  1994, in conformity with
generally accepted  accounting principles.  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  of  these  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 provide a reasonable basis for the opinion expressed above.

The Company implemented  certain new accounting  pronouncements as discussed  in
Note 1 to the consolidated financial statements.

             [SIG]

                                       11
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                   STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------

(IN THOUSANDS)
---------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                          1994       1993       1992
---------------------------------------------------------------------------------------------------

<S>                                                                 <C>        <C>        <C>
REVENUES
Premiums and fees.................................................  $   1,327  $   1,456  $   1,580
Net investment income.............................................      1,184      1,162      1,112
                                                                    ---------  ---------  ---------
  Total revenues..................................................      2,511      2,618      2,692
                                                                    ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses..........................      1,531      2,047      1,471
Other operating expenses..........................................         77         67         91
                                                                    ---------  ---------  ---------
  Total benefits, losses and expenses.............................      1,608      2,114      1,562
                                                                    ---------  ---------  ---------
INCOME BEFORE INCOME TAXES AND CUMULATIVE
  EFFECT OF ACCOUNTING CHANGES....................................        903        504      1,130
                                                                    ---------  ---------  ---------
Income taxes (benefits):
  Current.........................................................        319        164        476
  Deferred........................................................         (2)        71        (69)
                                                                    ---------  ---------  ---------
  Total taxes.....................................................        317        235        407
                                                                    ---------  ---------  ---------
INCOME BEFORE CUMULATIVE EFFECT
  OF ACCOUNTING CHANGES...........................................        586        269        723
Cumulative effect of accounting change for income taxes...........         --         --         12
                                                                    ---------  ---------  ---------
NET INCOME........................................................        586        269        735
Retained earnings, beginning of year..............................      3,665      3,396      2,661
                                                                    ---------  ---------  ---------
RETAINED EARNINGS, END OF YEAR....................................  $   4,251  $   3,665  $   3,396
---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       12
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------

(IN THOUSANDS)
-----------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                              1994       1993
-----------------------------------------------------------------------------------------------

<S>                                                                        <C>        <C>
ASSETS
Investments:
  Fixed maturities: available for sale, at fair value
   (amortized cost, $13,014; $13,055)....................................  $  12,732  $  14,364
  Short-term investments.................................................      5,296      4,450
                                                                           ---------  ---------
  Total investments......................................................     18,028     18,814
Cash and cash equivalents................................................         61         64
Accrued investment income................................................        316        316
Premiums and accounts receivable.........................................        286        316
Deferred income taxes, net...............................................        516         --
-----------------------------------------------------------------------------------------------
  Total..................................................................  $  19,207  $  19,510
-----------------------------------------------------------------------------------------------
                                                                           --------------------

LIABILITIES
Future policy benefits...................................................  $   9,185  $   8,984
Unpaid claims and claim expenses.........................................        383        378
                                                                           ---------  ---------
  Total insurance liabilities............................................      9,568      9,362
Accounts payable, accrued expenses and other liabilities.................         12         10
Current income taxes.....................................................         59         79
Deferred income taxes, net...............................................         --         43
-----------------------------------------------------------------------------------------------
  Total liabilities......................................................      9,639      9,494
-----------------------------------------------------------------------------------------------
                                                                           --------------------

SHAREHOLDER'S EQUITY
Common stock (25 shares outstanding).....................................      2,500      2,500
Additional paid-in capital...............................................      3,000      3,000
Net unrealized appreciation (depreciation) on investments................       (183)       851
Retained earnings........................................................      4,251      3,665
-----------------------------------------------------------------------------------------------
  Total shareholder's equity.............................................      9,568     10,016
-----------------------------------------------------------------------------------------------
  Total..................................................................  $  19,207  $  19,510
-----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       13
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

(IN THOUSANDS)
------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31,                                       1994       1993       1992
------------------------------------------------------------------------------------------------

<S>                                                              <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Income before cumulative effect of accounting changes..........  $     586  $     269  $     723
Adjustments to reconcile income before cumulative effect of
  accounting changes to net cash provided by (used in)
  operating activities:
    Insurance liabilities......................................        206        233        308
    Accrued investment income..................................         --          3       (239)
    Premiums and accounts receivable...........................         30         43         21
    Deferred income taxes, net.................................         (2)        71        (69)
    Accounts payable, accrued expenses, other liabilities and
     current income taxes......................................        (18)       (36)        36
    Other, net.................................................         41         31         24
                                                                 ---------  ---------  ---------
    Net cash provided by operating activities..................        843        614        804
                                                                 ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from short-term investments sold......................        562        815     10,600
Maturities and repayments of fixed maturities..................        130        535        115
Investments purchased:
  Fixed maturities.............................................       (130)      (555)   (10,359)
  Short-term investments.......................................     (1,408)    (1,366)    (1,221)
                                                                 ---------  ---------  ---------
    Net cash used in investing activities......................       (846)      (571)      (865)
------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents...........         (3)        43        (61)
Cash and cash equivalents, beginning of year...................         64         21         82
------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year.........................  $      61  $      64  $      21
------------------------------------------------------------------------------------------------
                                                                 -------------------------------
Supplemental Disclosure of Cash Flow Information:
  Income taxes paid, net of refunds............................  $     340  $     181  $     454
------------------------------------------------------------------------------------------------
                                                                 -------------------------------
</TABLE>

THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.

                                       14
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS

NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  A)  BASIS OF PRESENTATION:   CIGNA Life  Insurance Company (the  Company) is a
wholly-owned subsidiary of Connecticut  General Life Insurance Company  (CGLIC),
which is an indirect wholly-owned subsidiary of CIGNA Corporation (CIGNA). These
financial  statements have been  prepared in conformity  with generally accepted
accounting principles.

  B) RECENT  ACCOUNTING  PRONOUNCEMENTS:    In  1993,  the  Company  implemented
Statement  of  Financial Accounting  Standards (SFAS)  No. 115,  "Accounting for
Certain Investments in Debt and Equity  Securities." SFAS No. 115 requires  that
debt  and equity securities be classified  into different categories and carried
at fair value if they are not classified as held to maturity. SFAS No. 115  does
not permit retroactive application of its provisions. The effect of implementing
SFAS  No. 115  as of  December 31,  1993 resulted  in an  increase in investment
assets of  $1.3 million  and an  increase in  shareholder's equity  of  $851,000
resulting from the classification of certain fixed maturities previously carried
at amortized cost to available for sale. The increase in shareholder's equity is
net of deferred income taxes of $458,000. See Note 2 for additional information.

  In  1992, the Company implemented SFAS No. 109, "Accounting for Income Taxes."
This accounting  change  was  implemented  as  of  January  1,  1992  through  a
cumulative effect adjustment. Prior year financial statements were not restated.

  The  cumulative effect  of implementing  SFAS No.  109 as  of January  1, 1992
resulted in a non-cash increase to net  income of $12,000. The effect on  income
tax  expense for 1992 as a result of  the implementation of SFAS No. 109 was not
material. See Note 5 for additional information.

  C) FINANCIAL  INSTRUMENTS:   In the  normal course  of business,  the  Company
enters   into  transactions  involving  financial   instruments  such  as  fixed
maturities, short-term investments  and investment and  loan commitments.  These
instruments  have credit  risk and also  may be subject  to risk of  loss due to
interest rate and market fluctuations.  The Company evaluates and monitors  each
financial  instrument individually and, where appropriate, obtains collateral or
other forms of security to minimize risk of loss.

  Financial instruments that are subject  to fair value disclosure  requirements
(insurance  contracts  and  taxes are  excluded)  are carried  in  the financial
statements at amounts  that approximate fair  values. The fair  values used  for
financial  instruments are estimates that in many cases may differ significantly
from the amounts  that could be  realized upon immediate  liquidation. In  cases
where  market prices  are not  available, estimates of  fair value  are based on
discounted cash flow analyses which  utilize current interest rates for  similar
financial instruments with comparable terms and credit quality.

  D)  INVESTMENTS:   Investments  in  fixed maturities  principally  consists of
bonds. At December 31, 1993, in  accordance with SFAS No. 115, fixed  maturities
classified  as available  for sale  are carried  at fair  value, with unrealized
appreciation (depreciation) included in Shareholder's Equity. Prior to SFAS  No.
115 implementation, fixed maturities were carried principally at amortized cost,
net of impairments. Fixed maturities are considered impaired and written down to
fair value when a decline in value is considered to be other than temporary.

  Fixed  maturities that  are delinquent are  placed on  non-accrual status, and
thereafter interest income is recognized only when payment is received.

  Realized investment gains and  losses result from  sales and investment  asset
write-downs.  Generally,  realized investment  gains and  losses are  based upon
specific identification of the investment assets.

                                       15
<PAGE>
  Unrealized investment  gains  and losses  net  of deferred  income  taxes,  if
applicable,  for  investments carried  at fair  value  are included  directly in
Shareholder's Equity.

  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.

  F) FUTURE  POLICY  BENEFITS:    Future policy  benefits  are  liabilities  for
individual  life products. Such liabilities  are established in amounts adequate
to meet the estimated future obligations of policies in force. These liabilities
are computed using the  net level premium method  for individual life  policies,
and  are  based upon  estimates  as to  future  investment yield,  mortality and
withdrawals  that  include  provisions  for  adverse  deviation.  Future  policy
benefits  for  individual life  insurance policies  are computed  using interest
rates ranging  from  approximately  4.5%  to  6.0%.  Mortality,  morbidity,  and
withdrawal  assumptions for all  policies are based on  either the Company's own
experience or various actuarial tables.

  H) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and  claim
expenses  are estimates of payments to be  made on insurance claims for reported
losses and estimates of  losses incurred but not  reported. The Company's  prior
year claims and claim adjustment expenses were not material.

  I)  OTHER  LIABILITIES:   Other  Liabilities consists  principally  of various
insurance-related liabilities for taxes, licenses and fees.

  J) PREMIUMS  AND FEES  AND RELATED  EXPENSES:   Premiums for  individual  life
insurance  are recognized as revenue when due. Benefits, losses and expenses are
matched with premiums.

  K) INCOME TAXES:   The Company is included  in the consolidated United  States
federal  income tax return filed by CIGNA.  In accordance with the United States
federal income tax consolidated return regulations, all corporations included in
a consolidated  tax  return  are  jointly  and  severally  liable  for  all  tax
liabilities.  In  accordance with  a tax  sharing  agreement, the  provision for
federal income tax is computed as if  the Company was filing a separate  federal
income  tax  return,  except that  benefits  arising  from tax  credits  and net
operating losses are allocated to  those subsidiaries producing such  attributes
only  to the  extent they  are utilized in  the consolidated  federal income tax
provision.

  Deferred income taxes  are generally  recognized when  assets and  liabilities
have  different values for financial statement and tax reporting purposes. These
differences result  primarily from  loss  reserves, investments  and  unrealized
appreciation or depreciation on investments.

NOTE 2 -- INVESTMENTS

  A)  FIXED  MATURITIES:   The  amortized  cost  and fair  value  by contractual
maturity periods for fixed maturities as of December 31, 1994 were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                                         Amortized       Fair
(IN THOUSANDS)                                                                Cost      Value
---------------------------------------------------------------------------------------------
<S>                                                                     <C>         <C>
Available for Sale (Carried at Fair Value)
Due in one year or less...............................................   $      25  $      25
Due after one year through five years.................................       3,179      3,117
Due after five years through ten years................................       9,769      9,550
Due after ten years...................................................          41         40
---------------------------------------------------------------------------------------------
Total.................................................................   $  13,014  $  12,732
---------------------------------------------------------------------------------------------
                                                                        ---------------------
</TABLE>

                                       16
<PAGE>
  Actual maturities could differ  from contractual maturities because  borrowers
may  have  the right  to  call or  prepay obligations  with  or without  call or
prepayment penalties. Also, the Company may extend maturity in some cases.

  As of  December 31,  1994, gross  unrealized appreciation  (depreciation)  for
fixed maturities by type of issuer was as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                             Amortized                                       Fair
(IN THOUSANDS)                                    Cost   Appreciation     Depreciation      Value
-------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>            <C>              <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $  10,432      $      16     $    (236)    $  10,212
Foreign government bonds..................         535             --           (11)          524
Corporate bonds...........................       2,047             --           (51)        1,996
-------------------------------------------------------------------------------------------------
Total.....................................   $  13,014      $      16     $    (298)    $  12,732
-------------------------------------------------------------------------------------------------
                                            -----------------------------------------------------
</TABLE>

  As  of  December 31,  1993, gross  unrealized appreciation  (depreciation) for
fixed maturities by type of issuer was as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                             Amortized                                      Fair
(IN THOUSANDS)                                    Cost  Appreciation     Depreciation      Value
------------------------------------------------------------------------------------------------
<S>                                         <C>         <C>           <C>              <C>
Available for Sale (Carried at Fair Value)
Federal government bonds..................   $  10,462    $    1,059     $     (11)    $  11,510
Foreign government bonds..................         539            55            --           594
Corporate bonds...........................       2,054           206            --         2,260
------------------------------------------------------------------------------------------------
Total.....................................   $  13,055    $    1,320     $     (11)    $  14,364
------------------------------------------------------------------------------------------------
                                            ----------------------------------------------------
</TABLE>

  B) SHORT-TERM  INVESTMENTS:   As of  December 31,  1994 and  1993,  short-term
investments  include debt  securities, principally corporate  securities of $5.2
million and $4.4  million, respectively;  and federal  government securities  of
$70,000 and $59,000, respectively.

  C)  NET  UNREALIZED APPRECIATION  (DEPRECIATION)  OF INVESTMENTS:   Unrealized
appreciation and  depreciation  for investments  carried  at fair  value  (fixed
maturities) as of December 31 were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                   1994       1993
------------------------------------------------------------------------------------------------
<S>                                                                         <C>        <C>
Unrealized appreciation...................................................  $      16  $   1,320
Unrealized depreciation...................................................       (298)       (11)
                                                                            ---------  ---------
                                                                                 (282)     1,309
Less: Deferred income taxes (benefit).....................................        (99)       458
------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)................................  $    (183) $     851
------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>

  Net  unrealized appreciation (depreciation) on investments that are carried at
fair value is included as a  separate component of Shareholder's Equity, net  of
deferred income taxes.

  The increase (decrease) in net unrealized appreciation/depreciation was ($1.0)
million   and  $851,000  for  the  years  ended  December  31,  1994  and  1993,
respectively.

  D) OTHER:  As of December 31, 1994 and 1993, the Company had no  concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.

                                       17
<PAGE>
NOTE 3 -- INVESTMENT INCOME AND GAINS AND LOSSES

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

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                           1994       1993       1992
---------------------------------------------------------------------------------------------------
<S>                                                                 <C>        <C>        <C>
Fixed maturities..................................................  $     971  $     981  $     869
Short-term investments............................................        225        191        261
                                                                    ---------  ---------  ---------
                                                                        1,196      1,172      1,130
Less investment expenses..........................................         12         10         18
---------------------------------------------------------------------------------------------------
Net investment income.............................................  $   1,184  $   1,162  $   1,112
---------------------------------------------------------------------------------------------------
                                                                    -------------------------------
</TABLE>

NOTE 4 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

  The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those  amounts determined in conformity  with
statutory  accounting practices prescribed or permitted by the Department, which
differ in certain respects from generally accepted accounting principles. As  of
December  31,  1994,  there  were  no  material  permitted  accounting practices
utilized by the Company.

  Capital stock of the Company at December 31, 1994 and 1993 consisted of 30,000
shares of common stock authorized, and 25,000 shares issued and outstanding (par
value $100).

  Statutory surplus was $9.3 million and  $8.7 million at December 31, 1994  and
1993,  respectively. The  Connecticut Insurance  Holding Company  Act limits the
maximum  amount  of  annual  dividends  or  other  distributions  available   to
shareholders  of Connecticut insurance  companies without prior  approval of the
Insurance Commissioner.  Under current  law, the  maximum dividend  distribution
which may be made by the Company during 1995 without prior approval is $927,000.

NOTE 5 -- INCOME TAXES

  In  accordance with SFAS No. 109, the  Company adopted the liability method of
accounting for income taxes as discussed in Note 1.

  As of  December 31,  1994, the  net deferred  tax asset  was $516,000  and  at
December 31, 1993 the net deferred tax liability was $43,000.

  Management  believes, based on  the Company's earnings  history and its future
expectations, that  the  Company's  taxable  income  in  future  years  will  be
sufficient to realize the net deferred tax asset. In determining the adequacy of
future taxable income, management considered the future reversal of its existing
taxable  temporary differences and available  tax planning strategies that could
be implemented, if necessary.

  CIGNA's federal  income tax  returns  are routinely  audited by  the  Internal
Revenue  Service (IRS), and  provisions are made in  the financial statements in
anticipation  of  the  results  of  these  audits.  CIGNA  resolved  all  issues
pertaining  to the Company arising out of the audits for 1982 through 1990 which
resulted in a decrease to net income  of $73,000 and $23,000 for 1993 and  1992,
respectively.

  In  management's opinion, adequate  tax liabilities have  been established for
all years.

                                       18
<PAGE>
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                       1994       1993
----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities..............................  $     282  $     301
  Policy acquisition expenses.................................................        136        115
  Unrealized depreciation on investments......................................         99         --
                                                                                ---------  ---------
  Total deferred tax assets...................................................        517        416
                                                                                ---------  ---------
Deferred tax liabilities:
  Investments.................................................................          1          1
  Unrealized appreciation on investments......................................         --        458
                                                                                ---------  ---------
  Total deferred tax liabilities..............................................          1        459
----------------------------------------------------------------------------------------------------
Deferred income taxes, net....................................................  $     516  $     (43)
----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>

  As a  result of  the Omnibus  Budget Reconciliation  Act of  1993 (OBRA),  the
federal  corporate income tax rate increased  by one percent to 35%, retroactive
to January  1, 1993.  Deferred income  tax benefits  for 1993  included  $14,000
related  to an increase in the Company's net deferred tax asset as of January 1,
1993 due to the effect of the tax rate increase.

  Total income tax expense was more  than the amount computed using the  nominal
federal income tax rate for the following reasons:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                1994       1993       1992
--------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>
Tax expense at nominal rate (35% for 1994 and 1993, 34% for 1992)......  $     316  $     176  $     384
Resolved federal tax audit issues......................................         --         73         23
Increase in deferred tax asset for tax rate change.....................         --        (14)        --
Other, net.............................................................          1         --         --
--------------------------------------------------------------------------------------------------------
Total income tax expense...............................................  $     317  $     235  $     407
--------------------------------------------------------------------------------------------------------
                                                                         -------------------------------
</TABLE>

  Temporary  and other  differences which  resulted in  the deferred  income tax
expense (benefit) for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                1994       1993       1992
--------------------------------------------------------------------------------------------------------
<S>                                                                      <C>        <C>        <C>
Other insurance and contractholder liabilities.........................  $      19  $      40  $      31
Policy acquisition expenses............................................        (21)       (28)       (29)
Resolved federal tax audit issues......................................         --         73        (71)
Federal tax rate change................................................         --        (14)        --
--------------------------------------------------------------------------------------------------------
Deferred tax expense (benefit).........................................  $      (2) $      71  $     (69)
--------------------------------------------------------------------------------------------------------
                                                                         -------------------------------
</TABLE>

NOTE 6 -- REINSURANCE

  In the normal course of business,  the Company assumes reinsurance related  to
long-duration  contracts  from CGLIC.  Insurance premiums  assumed for  the year
ended December 31, 1994, 1993 and 1992 were $1.3 million, $1.5 million and  $1.6
million, respectively.

NOTE 7 -- CONTINGENCIES

    A)  REGULATORY  AND INDUSTRY  DEVELOPMENTS:   The  Company's  businesses are
subject to  a  changing  social, economic,  legal,  legislative  and  regulatory
environment  which could affect them. Some of the changes include initiatives to
restrict insurance pricing  and the  application of  underwriting standards;  to
restrict investment practices; and to expand regulation.

                                       19
<PAGE>
  The National Association of Insurance Commissioners (NAIC) has developed model
solvency-related  guidelines ("risk-based capital" rules) to strengthen solvency
regulation of  insurance companies.  Depending  on the  ratio of  the  insurer's
surplus  to  its risk-based  capital, the  insurer could  be subject  to various
regulatory actions  ranging  from  increased  scrutiny  to  conservatorship.  At
December 31, 1994, the Company is adequately capitalized under the guidelines.

  Also, the NAIC is addressing a proposal that would limit the types and amounts
of  investment assets  that an  insurance company  can hold.  The Company  is in
compliance with  the  proposed guidelines  in  the present  form,  however,  the
Company  cannot predict  what effects, if  any, changes to  such guidelines will
have on its future operations, liquidity or financial condition.

  Unfavorable economic conditions have contributed to an increase in the  number
of  insurance  companies that  are impaired  or insolvent.  This is  expected to
result in an increase  in mandatory assessments by  state guaranty funds of,  or
voluntary   payments  by,  solvent  insurance   companies  to  cover  losses  to
policyholders of insolvent  or rehabilitated  companies. Mandatory  assessments,
which  are subject  to statutory  limits, can  be partially  recovered through a
reduction in future premium  taxes in some  states. Although future  assessments
and  payments may adversely affect results of operations in future periods, such
amounts are not  expected to  have a material  adverse effect  on the  Company's
liquidity or financial condition.

  The  eventual effect on  the Company of  the changing environment  in which it
operates remains uncertain.

    B) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. It is management's opinion  that such litigation is not likely  to
have a material adverse effect on the Company's financial condition, although it
may  adversely affect results of operations, liquidity or financial condition in
future periods.

NOTE 8 -- RELATED PARTY TRANSACTIONS

  The Company,  together  with other  CIGNA  subsidiaries, has  entered  into  a
pooling arrangement known as the CIGNA Corporate Liquidity Account (the Account)
for  the  purpose  of  maximizing earnings  on  funds  available  for short-term
investment. Withdrawals  from  the  Account,  up to  the  total  amount  of  the
participant's  investment in the Account,  are allowed on a  demand basis. As of
December 31, 1994 and 1993, all  of the Company's short-term investments are  in
the  Account. See also  Note 2B for  additional information regarding short-term
investments.

  See also Note 6 for information on reinsurance activities with CGLIC.

                                       20


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