CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
485APOS, 1997-02-27
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<PAGE>
   
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY   , 1997
    
 
                                              1933 Act Registration No. 33-90984
                                              1940 Act Registration No. 811-9014
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON D.C. 20549
 
                                    FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          /X/
 
                          PRE-EFFECTIVE AMENDMENT NO.                        / /
   
                         POST-EFFECTIVE AMENDMENT NO. 2                      /X/
    
 
                                      and
 
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      /X/
   
                                AMENDMENT NO. 5                              /X/
    
 
                   CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
                           (EXACT NAME OF REGISTRANT)
 
                          CIGNA LIFE INSURANCE COMPANY
                              (NAME OF DEPOSITOR)
 
              900 Cottage Grove Road, Hartford, Connecticut 06152
              (ADDRESS OF DEPOSITOR'S PRINCIPAL EXECUTIVE OFFICES)
 
               DEPOSITOR'S TELEPHONE NUMBER, INCLUDING AREA CODE
                                 (860) 726-6000
 
   
<TABLE>
<S>                                        <C>
                                           COPIES TO:
Robert A. Picarello, Esquire               Edwin L. Kerr, Esquire
CIGNA Life Insurance Company               CIGNA Life Insurance Company
900 Cottage Grove Road                     900 Cottage Grove Road
Hartford, Connecticut 06152                Hartford, CT 06152
(NAME AND ADDRESS OF                       and
AGENT FOR SERVICE)                         Michael Berenson, Esq.
                                           Jorden Burt Berenson & Johnson
                                           Suite 400 East
                                           1025 Thomas Jefferson Street, N.W.
                                           Washington, DC 20007-0805
</TABLE>
    
 
            Approximate date of proposed public offering: Continuous
 
   
    An indefinite amount of the securities offered by this Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The initial registration fee of $500 was paid with the
declaration. Form 24F-2 for Registrant's most recent fiscal year, which ended
December 31, 1996, was filed February 26, 1997.
    
 
    It is proposed that this filing will become effective:
_________  immediately upon filing pursuant to paragraph (b) of Rule 485
   
_________  on April 30, 1996, pursuant to paragraph (b) of Rule 485
    
_________  60 days after filing pursuant to paragraph (a) of Rule 485
   
____X___  on May 1, 1997, pursuant to paragraph (a) of Rule 485
    
 
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- --------------------------------------------------------------------------------
<PAGE>
                             CROSS REFERENCE SHEET
                              PURSUANT TO RULE 481
                  SHOWING LOCATION IN PART A (PROSPECTUS) AND
                  PART B (STATEMENT OF ADDITIONAL INFORMATION)
         OF REGISTRATION STATEMENT OF INFORMATION REQUIRED BY FORM N-4
                                     PART A
 
   
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                    PROSPECTUS CAPTION
- ---------------------------------------------------------------
                                                               ------------------------------------------------------------
<C><S>                                                         <C>
 1. Cover Page.................................................. Cover Page
 2. Definitions................................................. Definitions
 3. Synopsis.................................................... Highlights; Fees and Expenses
 4. Condensed Financial Information............................. Condensed Financial Information
 5. General
   (a) Depositor............................................... The Company and the Variable Account
   (b) Registrant.............................................. The Company and the Variable Account
   (c) Portfolio Company....................................... The Funds
   (d) Fund Prospectus......................................... The Funds
   (e) Voting Rights........................................... The Funds -- Voting Rights
 6. Deductions and Expenses
   (a) General................................................. Charges and Deductions
   (b) Sales Load %............................................ Charges and Deductions -- Contingent Deferred Sales Charge
                                                                (Sales Load)
   (c) Special Purchase Plan................................... N/A
   (d) Commissions............................................. Distribution of the Contracts
   (e) Fund Expenses........................................... Fees and Expenses -- Fund Portfolio Annual Expenses
   (f) Organizational Expenses................................. N/A
 7. Contracts
   (a) Persons with Rights..................................... Other Contract Features (Ownership Assignment, Beneficiary,
                                                                Change of Beneficiary, Annuitant, Surrenders and Partial
                                                                Withdrawals, Death of Contract Owner, Death of Annuitant);
                                                                Annuity Provisions; Voting Rights
   (b) (i) Allocation of Premium Payments...................... Premium Payments and Contract Value -- Allocation of Premium
                                                                Payments
   (ii)Transfers............................................... Transfer of Contract Values Between Sub-Accounts
   (iii)Exchanges.............................................. N/A
   (c) Changes................................................. Modification; Substitution of Securities; Change in
                                                                Operation of Variable Account
   (d) Inquiries............................................... Cover Page; Highlights
 8. Annuity Period.............................................. Annuity Provisions
 9. Death Benefit............................................... Death of the Contract Owner; Death of the Annuitant;
                                                                Optional Death Benefit (Prospectus No. 1 only)
10. Purchase and Contract Values
   (a) Purchases............................................... Premium Payments
   (b) Valuation............................................... Contract Value; Accumulation Unit;
   (c) Daily Calculation....................................... Accumulation Unit; Allocation of Premium Payments
   (d) Underwriter............................................. Distribution of the Contracts
11. Redemptions
   (a) By Owners............................................... Surrenders
   By Annuitant................................................ Annuity Provisions -- Variable Options
   (b) Texas ORP............................................... N/A
   (c) Check Delay............................................. Delay of Payments and Transfers
   (d) Lapse................................................... N/A
   (e) Free Look............................................... Highlights
12. Taxes....................................................... Tax Matters
13. Legal Proceedings........................................... Legal Proceedings
</TABLE>
    
 
                                       i
<PAGE>
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                    PROSPECTUS CAPTION
- ---------------------------------------------------------------
                                                               ------------------------------------------------------------
<C><S>                                                         <C>
14. Table of Contents for the Statement of Additional
    Information................................................ Table of Contents of the Statement of Additional Information
</TABLE>
 
                                     PART B
 
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                     STATEMENT OF ADDITIONAL INFORMATION CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
      15.  Cover Page........................................  Cover Page
      16.  Table of Contents.................................  Table of Contents
      17.  General Information and History...................  a) N/A
                                                               b) N/A
                                                               c) (Prospectus) The Company and The Variable Account;
                                                                  The Fixed Account
      18.  Services
           (a) Fees and Expenses of Registrant...............  N/A
           (b) Management Contracts..........................  N/A
           (c) Custodian.....................................  Custody of Assets
           Independent Accountant............................  Experts
           (d) Assets of Registrant..........................  N/A
           (e) Affiliated Person.............................  N/A
           (f) Principal Underwriter.........................  N/A
      19.  Purchase of Securities Being Offered..............  Distribution of the Contracts
           Offering Sales Load...............................  Distribution of the Contracts; (Prospectus) Charges and
                                                                Deductions -- Contingent Deferred Sales Charge (Sales
                                                                Load)
      20.  Underwriters......................................  Distribution of the Contracts; (Prospectus) Distribution
                                                               of the Contracts
      21.  Calculation of Performance Data...................  Investment Experience; Historical Performance Data
      22.  Annuity Payments..................................  (Prospectus) Annuity Provisions
      23.  Financial Statements..............................  Financial Statements
</TABLE>
 
                          PART C -- OTHER INFORMATION
 
<TABLE>
<CAPTION>
ITEM OF FORM N-4                                                                    PART C CAPTION
- -------------------------------------------------------------  --------------------------------------------------------
<C>        <S>                                                 <C>
      24.  Financial Statements and Exhibits.................  Financial Statements and Exhibits
           (a) Financial Statements..........................  Financial Statements
           (b) Exhibits......................................  Exhibits
      25.  Directors and Officers of the Depositor...........  Directors and Officers of the Depositor
      26.  Persons Controlled By or Under Common Control with
            the Depositor or Registrant......................  Persons Controlled By or Under Common Control with the
                                                                Depositor or Registrant
      27.  Number of Owners..................................  Number of Owners
      28.  Indemnification...................................  Indemnification
      29.  Principal Underwriters............................  Principal Underwriter
      30.  Location of Accounts and Records..................  Location of Accounts and Records
      31.  Management Services...............................  Management Services
      32.  Undertakings......................................  Undertakings
           Signature Page....................................  Signatures
</TABLE>
 
                                       ii
<PAGE>
   
                            PART A. PROSPECTUS NO. 1
    
<PAGE>
CIGNA LIFE INSURANCE COMPANY
 
                                                                          [LOGO]
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
<TABLE>
<S>                     <C>                           <C>                            <C>
HOME OFFICE LOCATION:   MAILING ADDRESS:              LOCKBOX ADDRESS: BY MAIL:      LOCKBOX ADDRESS: BY COURIER:
900 COTTAGE GROVE ROAD  CIGNA INDIVIDUAL INSURANCE    CIGNA LIFE INSURANCE COMPANY   CIGNA LIFE INSURANCE COMPANY
HARTFORD, CT 06152      ANNUITY & VARIABLE LIFE       P.O. BOX 30790                 C/O FLEET BANK
                        SERVICES CENTER: ROUTING      HARTFORD, CT 06150             20 CHURCH STREET
                        S-249                                                        20TH FLOOR, MSN275
                        HARTFORD, CT 06152 - 2249                                    HARTFORD, CT 06120
                        TELEPHONE:  (800) 552-9898                                   ATTN: LOCKBOX 30790
</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 Matters -- 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 nineteen 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, Money Market Portfolio, High
Income Portfolio and Overseas 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; OCC
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 May 1, 1997, available at no charge by calling or
writing the Company's Annuity & Variable Life Services 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: MAY 1, 1997
    
<PAGE>
                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE
 VARIABLE ACCOUNT..............................         11
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         15
PREMIUM PAYMENTS AND
 CONTRACT VALUE................................         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         16
  Optional Variable Account Sub-Account
   Allocation Programs.........................         17
    Dollar Cost Averaging......................         17
    Automatic Rebalancing......................         18
  Contract Value...............................         18
  Accumulation Unit............................         18
CHARGES AND DEDUCTIONS.........................         19
  Contingent Deferred Sales Charge (Sales
   Load).......................................         19
  Mortality and Expense Risk Charge............         20
  Administrative Expense Charge................         20
  Account Fee..................................         21
  Premium Tax Equivalents......................         21
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
  Optional Death Benefit.......................         22
OTHER CONTRACT FEATURES........................         23
  Ownership....................................         23
  Assignment...................................         24
  Beneficiary..................................         24
  Change of Beneficiary........................         24
  Annuitant....................................         24
  Transfer of Contract Values between
   Sub-Accounts................................         25
  Procedures for Telephone Transfers...........         26
  Surrenders and Partial Withdrawals...........         26
  Delay of Payments and Transfers..............         26
  Death of the Contract Owner before the
   Annuity Date................................         27
  Death of the Annuitant before the Annuity
   Date........................................         27
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
 
  Death of the Annuitant after the
   Annuity Date................................         28
  Change in Operation of Variable Account......         28
  Modification.................................         28
  Discontinuance...............................         29
ANNUITY PROVISIONS.............................         29
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         29
  Annuity Options..............................         29
  Fixed Options................................         29
  Variable Options.............................         30
  Evidence of Survival.........................         31
  Endorsement of Annuity Payment...............         31
THE FIXED ACCOUNT..............................         31
  Market Value Adjustment......................         33
DISTRIBUTION OF THE CONTRACTS..................         34
PERFORMANCE DATA...............................         34
  Money Market Sub-Account.....................         34
  Other Sub-Accounts...........................         35
  Performance Ranking or Rating................         35
TAX MATTERS....................................         36
  General......................................         36
  Diversification..............................         37
  Distribution Requirements....................         38
  Multiple Contracts...........................         38
  Tax Treatment of Assignments.................         38
  Withholding..................................         38
  Section 1035 Exchanges.......................         38
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         38
  Qualified Plans..............................         39
  Section 403(b) Plans.........................         39
  Individual Retirement Annuities..............         40
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         40
  Deferred Compensation Plans..................         40
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         40
FINANCIAL STATEMENTS...........................         41
LEGAL PROCEEDINGS..............................         41
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         42
APPENDIX I.....................................         43
  Illustration of Cost of Optional Death
   Benefits....................................         43
</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 & VARIABLE LIFE SERVICES CENTER: The office of the
                    Company to which notices are given and any customer service
                    requests are made. Mailing address: CIGNA Individual
                    Insurance, Annuity & Variable Life Services Center, Routing
                    S-249, Hartford, CT 06152-2249. Premium payments must be
                    sent, and all other correspondence may be sent, to either
                    Lockbox address: If by mail: P.O. Box 30790, Hartford, CT
                    06150; If by overnight courier: c/o Fleet Bank, 20 Church
                    Street, 20th Floor, MSN275, Hartford, CT 06120, Attn:
                    Lockbox 30790
    
 
                    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 order to purchase or
                    otherwise, unless later changed, as having all ownership
                    rights under the Contract.
 
   
                    FIXED ACCOUNT: Those Sub-Accounts associated with Guaranteed
                    Periods and Guaranteed Rates. 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.
 
                                                                               3
<PAGE>
                    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 -- Equity-Income Portfolio,
                    Money Market Portfolio, High Income Portfolio and Overseas
                    Portfolio; Fidelity Variable Insurance Products Fund II --
                    VIP II Investment Grade Bond Portfolio and VIP II Asset
                    Manager Portfolio; MFS-Registered Trademark- 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; OCC
                    Accumulation Trust -- Global Equity Portfolio, Managed
                    Portfolio and 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 Annuity & Variable Life
                    Services 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.
 
                    PREMIUM PAYMENT: Any amount paid to the Company cleared in
                    good funds as consideration for the benefits provided by the
                    Contract. 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 7th, 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.
 
4
<PAGE>
   
                    SURRENDER (OR WITHDRAWAL): When a lump sum amount
                    representing all or part of the Annuity Account Value (minus
                    any applicable withdrawal charges, contract fees, and
                    premium tax equivalents and adjusted for any Market Value
                    Adjustment) 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 or to receive a partial
                    withdrawal.
 
                    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.
    
 
   
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
                    Annuity & Variable Life Services Center.
    
 
                    The Contract may be returned within 10 days after it is
                    received, longer in some states. 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 or order to purchase, unless
                    state law requires a refund of Premium Payments rather than
                    of Annuity Account Value.
 
                                                                               5
<PAGE>
   
                    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, during each Contract Year,
                    withdraw 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 -- 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 surrenders, withdrawals
                    or transfers from 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 -- Mortality and
                    Expense Risk Charge"), other than the Optional Death Benefit
                    risk. (See "Charges and Deductions -- 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 --
                    Administrative Expense Charge")
 
   
                    There is an annual Account Fee of $35 which is waived if the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year. (See "Charges and Deductions --
                    Account Fee")
    
 
                    There is a charge for any Optional Death Benefit(s) elected.
                    (See "Charges and Deductions -- Optional Death Benefit")
 
   
                    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 -- Premium Tax
                    Equivalents").
    
 
                    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 -- 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
 
6
<PAGE>
                    pursuant to plans qualified under Code Section 401, 403(b),
                    408 or 457. (See "Tax Matters -- Tax Treatment of
                    Withdrawals -- Qualified Contracts.") For a further
                    discussion of the taxation of the Contracts, see "Tax
                    Matters."
 
                    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. It is
                    not applied against a surrender or transfer taking place at
                    the end of the Guaranteed Period.
 
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>
   0-1             7%
   1-2             6%
   2-3             5%     A Contract Owner may, during each
   3-4             4%     Contract Year, withdraw 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>
  Transfer Fee...  $10
 
  - Not imposed on the first twelve transfers during a Contract Year.
    Pre-scheduled automatic dollar cost averaging or automatic rebalancing
    transfers are not counted.
</TABLE>
    
 
<TABLE>
  <S>                             <C>
  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 "Charges and
                    Deductions -- Optional Death Benefit.")
 
                    VARIABLE ACCOUNT ANNUAL EXPENSES
                    (as a percentage of average account value)
 
<TABLE>
<S>                                                 <C>
Mortality and Expense Risk Charge.................   1.20%
Administrative Expense Charge.....................   0.10%
                                                    -----
Total Variable Account Annual Expenses............   1.30%
</TABLE>
 
                                                                               7
<PAGE>
EXPENSE DATA
 
   
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts.
    
 
                                   FEE TABLE
<TABLE>
<CAPTION>
                                        ALGER AMERICAN FUND
                      --------------------------------------------------------
                                            ALGER        ALGER
                                           AMERICAN    AMERICAN      ALGER
                            ALGER         LEVERAGED     MIDCAP      AMERICAN
                       AMERICAN GROWTH      ALLCAP      GROWTH     SMALL CAP
                          PORTFOLIO       PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------        ----------   ---------  ------------
<S>                   <C>                 <C>          <C>        <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............        1.20%             1.20%     1.20%          1.20%
Administrative
 Expense Charge.....        0.10%             0.10%     0.10%          0.10%
Total Separate
 Account Annual
 Expenses...........        1.30%             1.30%     1.30%          1.30%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....        0.75%             0.85%     0.80%          0.85%
Other Expenses......        0.10%             0.71%     0.10%          0.07%
Total Fund Portfolio
 Annual Expenses....        0.85%             1.56%(1)  0.90%          0.92%
 
<CAPTION>
 
                                                   FIDELITY VARIABLE
                                                INSURANCE PRODUCTS FUNDS
                      ----------------------------------------------------------------------------
                         ASSET        EQUITY     INVESTMENT     MONEY         HIGH
                        MANAGER       INCOME     GRADE BOND     MARKET       INCOME      OVERSEAS
                       PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO    PORTFOLIO
                      -----------   ----------   ----------   ----------   ----------   ----------
<S>                  <C>            <C>          <C>          <C>          <C>          <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............     1.20%         1.20%       1.20%        1.20%        1.20%        1.20%
Administrative
 Expense Charge.....     0.10%         0.10%       0.10%        0.10%        0.10%        0.10%
Total Separate
 Account Annual
 Expenses...........     1.30%         1.30%       1.30%        1.30%        1.30%        1.30%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....     0.71%         0.51%       0.45%        0.24%        0.60%        0.76%
Other Expenses......     0.08%         0.10%       0.14%        0.09%        0.11%        0.15%
Total Fund Portfolio
 Annual Expenses....     0.79%(2)      0.61%       0.59%        0.33%        0.71%(2)     0.91%
</TABLE>
 
- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .06% of interest expense. Absent reimbursements, the amounts of Other
    Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
    the Alger American Leveraged AllCap Portfolio.
 
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
    have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
    Income Portfolio (note -- there were brokerage commissions paid, but it did
    not affect the ratio).
 
8
<PAGE>
 
   
The table does not reflect the deductions for the annual $35 Account Fee,
charges for any Optional Death Benefit(s) selected, or premium tax equivalents.
The information set forth should be considered together with the information
provided in this Prospectus under the heading "Fees and Expenses", and in each
Fund's Prospectus. All expenses are expressed as a percentage of average account
value.
    
 
<TABLE>
<CAPTION>
       MFS VARIABLE INSURANCE TRUST                 NEUBERGER&BERMAN
- ------------------------------------------    ADVISERS MANAGEMENT TRUST (5)
                                           -----------------------------------           OCC ACCUMULATION TRUST
                                                        LIMITED                   ------------------------------------
    MFS                        MFS WORLD               MATURITY                    GLOBAL
TOTAL RETURN   MFS UTILITIES  GOVERNMENTS   BALANCED     BOND        PARTNERS      EQUITY       MANAGED     SMALL CAP
   SERIES         SERIES        SERIES     PORTFOLIO   PORTFOLIO    PORTFOLIO     PORTFOLIO    PORTFOLIO    PORTFOLIO
- ------------   ------------- ------------- ---------- -----------   ----------    ---------    ---------    ----------
 
<S>            <C>           <C>           <C>        <C>           <C>           <C>          <C>          <C>
    1.20%           1.20%         1.20%       1.20%       1.20%          1.20%        1.20%        1.20%         1.20%
 
    0.10%           0.10%         0.10%       0.10%       0.10%          0.10%        0.10%        0.10%         0.10%
 
    1.30%           1.30%         1.30%       1.30%       1.30%          1.30%        1.30%        1.30%         1.30%
 
    0.75%           0.75%         0.75%       0.85%       0.65%          0.85%        0.80%        0.80%         0.80%
    0.25%           0.25%         0.25%       0.19%       0.10%          0.30%        0.45%        0.14%         0.20%
 
    1.00%(3)        1.00%(3)      1.00%(4)    1.04%       0.75%          1.15%        1.25%(6)     0.94%(6)      1.00%(6)
</TABLE>
 
- ------------------------------
(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 2.02% and 2.77%, respectively, for the
    Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
    Series.
 
(4) The Funds' 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 1.24% and 1.99%, respectively.
 
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
    portfolios ("Portfolios"), each of which invests all of its net investable
    assets in a corresponding series ("Series") of Advisers Managers Trust.
    Expenses in the table reflect expenses of the Portfolios and include each
    Portfolio's pro rata portion of the operating expenses of each Portfolio's
    corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolios' net asset value.
    Each Portfolio's corresponding Series pays NBMI a management fee based on
    the Series' average daily net assets. Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. See "Expenses" in the Trust's Prospectus.
 
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
    31, 1995 have been restated to reflect new management fee and expense
    limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
    the expenses of the Portfolios of the OCC Accumulation Trust are
    contractually limited by OpCap Advisors so that their respective annualized
    operating expenses do not exceed 1.25% of their respective average daily net
    assets. Furthermore, through April 30, 1997, the annualized operating
    expenses of the Managed and SmallCap Portfolios will be voluntarily limited
    by OpCap Advisors so that annualized operating expenses of these Portfolios
    do not exceed 1.00% of their respective average daily net assets. Without
    such voluntary expense limitations, and taking into account the revised
    contractual provisions effective May 1, 1996 concerning management fees and
    expense limitations, the Management Fees, Other Expenses and Total Portfolio
    Annual Expenses incurred for the fiscal year ended December 31, 1995 would
    have been: .80%, .45% and 1.25%, respectively, for the Global Equity
    Portfolio: .80%, .14% and .94%, respectively, for the Managed Portfolio and
    .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
 
                                                                               9
<PAGE>
                    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.......................   $83      $114      $148       $262
                     Alger Leveraged AllCap Portfolio...........................   $89      $133      $180       $324
                     Alger MidCap Growth Portfolio..............................   $83      $113      $147       $260
                     Alger Growth Portfolio.....................................   $82      $112      $144       $254
                     Fidelity VIP Equity-Income Portfolio.......................   $80      $105      $132       $230
                     Fidelity VIP Money Market Portfolio........................   $77      $ 96      $118       $200
                     Fidelity VIP High Income Portfolio.........................   $81      $108      $137       $240
                     Fidelity VIP Overseas Portfolio............................   $83      $114      $147       $261
                     Fidelity VIP II Investment Grade Bond Portfolio............   $79      $104      $131       $227
                     Fidelity VIP II Asset Manager Portfolio....................   $81      $110      $141       $248
                     MFS Total Return Series....................................   $84      $116      $152       $270
                     MFS Utilities Series.......................................   $84      $116      $152       $270
                     MFS World Governments Series...............................   $84      $116      $152       $270
                     AMT Balanced Portfolio.....................................   $84      $118      $154       $274
                     AMT Limited Maturity Bond Portfolio........................   $81      $109      $139       $244
                     AMT Partners Portfolio.....................................   $85      $121      $159       $285
                     OCC Global Equity Portfolio................................   $86      $124      $164       $295
                     OCC Managed Portfolio......................................   $83      $115      $149       $264
                     OCC Small Cap Portfolio....................................   $84      $116      $152       $270
</TABLE>
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
<TABLE>
<S>                                                                               <C>      <C>       <C>       <C>
                     Alger Small Capitalization Portfolio.......................   $23      $ 71      $122       $262
                     Alger Leveraged AllCap Portfolio...........................   $30      $ 91      $154       $324
                     Alger MidCap Growth Portfolio..............................   $23      $ 71      $121       $260
                     Alger Growth Portfolio.....................................   $22      $ 69      $119       $254
                     Fidelity VIP Equity-Income Portfolio.......................   $20      $ 62      $106       $230
                     Fidelity VIP Money Market Portfolio........................   $17      $ 53      $ 92       $200
                     Fidelity VIP High Income Portfolio.........................   $21      $ 65      $112       $240
                     Fidelity VIP Overseas Portfolio............................   $23      $ 71      $122       $261
                     Fidelity VIP II Investment Grade Bond Portfolio............   $20      $ 61      $105       $227
                     Fidelity VIP II Asset Manager Portfolio....................   $22      $ 68      $116       $248
                     MFS Total Return Series....................................   $24      $ 74      $126       $270
                     MFS Utilities Series.......................................   $24      $ 74      $126       $270
                     MFS World Governments Series...............................   $24      $ 74      $126       $270
                     AMT Balanced Portfolio.....................................   $24      $ 75      $128       $274
                     AMT Limited Maturity Bond Portfolio........................   $21      $ 66      $114       $244
                     AMT Partners Portfolio.....................................   $26      $ 78      $134       $285
                     OCC Global Equity Portfolio................................   $27      $ 81      $139       $295
                     OCC Managed Portfolio......................................   $23      $ 72      $123       $264
                     OCC Small Cap Portfolio....................................   $24      $ 74      $126       $270
</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.
 
                    These examples reflect the annual $35 Account Fee as an
                    annual charge of .07% of assets, based upon an anticipated
                    average Annuity Account Value of $50,000.
 
                    THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF
                    PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER
                    OR LESS THAN THOSE SHOWN.
 
10
<PAGE>
   
CONDENSED FINANCIAL INFORMATION
    
 
   
                    The Variable Account commenced operations on January 22,
                    1996. There follows, for each of the nineteen Variable
                    Account Sub-Accounts available under the Contracts,
                    information regarding the changes in the Accumulation Unit
                    Values from the date of inception to December 31, 1996, and
                    the number of Accumulation Units outstanding at December 31,
                    1996.
    
 
   
<TABLE>
<CAPTION>
                                                                            NUMBER OF
                                                                           ACCUMULATION
                                                                              UNITS
                                                 INCEPTION                 OUTSTANDING
         SUB-ACCOUNT                               DATE                      12/31/96
- ------------------------------                   ---------               ----------------
                                 ACCUMULATION               ACCUMULATION
                                UNIT BEGINNING              UNIT VALUE
                                     VALUE                  AT 12/31/96
                                ---------------             -----------
                                 (IN DOLLARS)                   (IN
                                ---------------              DOLLARS)
                                                            -----------
<S>                             <C>              <C>        <C>          <C>
Alger American Growth
 Portfolio....................         10.00       2-23-96   10.144346         433,381
Alger American Leveraged
 AllCap Portfolio.............         10.00        2-9-96   10.507089         151,397
Alger American MidCap Growth
 Portfolio....................         10.00       1-19-96   11.319352         278,077
Alger American Small Cap
 Portfolio....................         10.00        2-9-96    9.868924         389,564
Fidelity VIP Equity-Income
 Portfolio....................         10.00       2-20-96   11.013725         423,894
Fidelity VIP Money Market
 Portfolio....................         10.00       2-22-96   10.338796         342,418
Fidelity VIP High Income
 Portfolio....................         10.00       5-17-96   10.659332         177,276
Fidelity VIP Overseas
 Portfolio....................         10.00       5-13-96   10.640099          77,201
Fidelity VIP II Asset Manager
 Portfolio....................         10.00        3-1-96   11.112123          44,934
Fidelity VIP II Investment
 Grade Bond Portfolio.........         10.00        3-1-96   10.277513         111,872
MFS Total Return Series.......         10.00       2-22-96   10.934889         202,532
MFS Utilities Series..........         10.00       3-15-96   11.879471          20,800
MFS World Governments
 Series.......................         10.00       2-20-96   10.461237          26,627
AMT Balanced Portfolio........         10.00       2-22-96   10.196779          73,897
AMT Limited Maturity Bond
 Portfolio....................         10.00       2-20-96   10.278541          28,081
AMT Partners Portfolio........         10.00       2-20-96   12.176555         273,165
OCC Global Equity Portfolio...         10.00        2-9-96   11.044449         380,111
OCC Managed Portfolio.........         10.00       2-20-96   11.575082         571,756
OCC Small Cap Portfolio.......         10.00        3-1-96   11.375492         100,116
</TABLE>
    
 
                    --------------------------------------------
 
   
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. As of April 1, 1997, it has
                    obtained authorization to do business in the District of
                    Columbia and all states except 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
    
 
                                                                              11
<PAGE>
                    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, 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.
 
THE FUNDS
 
                    Each of the nineteen Sub-Accounts of the Variable Account is
                    invested solely in shares of one of the nineteen 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 ("Fidelity VIP"), and
                        Variable Insurance Products Fund II ("Fidelity VIP II"),
                        managed by Fidelity Management & Research Company and
                        distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;
    
 
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
 
12
<PAGE>
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, New York, NY
                        10158-0006;
 
   
                        OCC Accumulation Trust ("OCC Trust"), managed by OpCap
                        Advisors and distributed by OCC 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.
 
   
                    Four Funds of FIDELITY VIP are available under the
                    Contracts:
    
                        Equity-Income Portfolio ("Fidelity Equity-Income
                        Portfolio").
                        Money Market Portfolio ("Fidelity Money Market
                    Portfolio").
                        High Income Portfolio ("Fidelity High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity Overseas Portfolio").
 
   
                    Two Funds of FIDELITY VIP II are available under the
                    Contracts:
    
                        Asset Manager Portfolio ("Fidelity Asset Manager
                    Portfolio");
   
                        Investment Grade Bond Portfolio ("Fidelity Investment
                    Grade 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 AMT Trust are available under the Contracts:
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
                    Three Funds of OCC Trust are available under the Contracts:
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at pages [8 AND 9] of
                    this Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): 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 (Large Cap
                    Stocks): 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 (Small Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Standard and Poor's MidCap 400 Index.
    
 
                                                                              13
<PAGE>
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index.
 
                    FIDELITY ASSET MANAGER PORTFOLIO (Balanced or Total Return)
                    : 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 INVESTMENT GRADE BOND PORTFOLIO (Fixed Income --
                    Intermediate Term Bonds): 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.
 
                    FIDELITY EQUITY-INCOME PORTFOLIO (Large Cap Stocks): Seeks
                    reasonable income by investing primarily in income-producing
                    equity securities, with some potential for capital
                    appreciation, seeking a yield that exceeds the composite
                    yield on the securities comprising the Standard and Poor's
                    Composite Index of 500 Stocks.
 
                    FIDELITY MONEY MARKET PORTFOLIO (Money Market): 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.
 
                    FIDELITY HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
 
                    FIDELITY OVERSEAS PORTFOLIO (International Equity): Seeks
                    long term growth of capital by investing mainly in foreign
                    securities.
 
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income, (compared to a
                    portfolio invested entirely 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 (Specialty): Seeks capital growth and
                    current income (income above that available 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 (International Fixed Income):
                    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 (Balanced or Total Return): Seeks
                    long-term capital growth and reasonable current income
                    without undue risk to principal.
 
                    AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
                    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 (Large Cap Stocks): Seeks capital
                    growth. Invests primarily in common stocks of established
                    companies, using the value-oriented investment approach. The
                    Portfolio 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.
 
14
<PAGE>
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): 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.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): 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, Fidelity High
                    Income Portfolio, Fidelity Overseas Portfolio, MFS Total
                    Return Series, MFS Utilities Series, MFS World Governments
                    Series, OCC Global Equity Portfolio, OCC Managed Portfolio,
                    and the OCC 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 "Premium Payments and Contract Value --
                    Allocation of Premium 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.
 
                                                                              15
<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 $2,000. 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 order to purchase or Premium Payment. A
                    Premium Payment in excess of $1 million requires preapproval
                    by the Company.
    
 
                    The Company may, at its sole discretion, offer special
                    premium payment programs and/ or 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 Annuity &
                    Variable Life Services Center. A change will be effective
                    for payments received on or after receipt of the written
                    notice of change.
 
   
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    percentages (e.g., 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed
    
 
16
<PAGE>
   
                    Account Sub-Account value of less than $2,000. Further, at
                    this time, no more than 18 Fixed Account and Variable
                    Account Sub-Accounts may be opened during the life of the
                    Contract. The Company may expand this number at a future
                    date.
    
 
                    The Company may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application or order to
                    purchase for a Contract is in good order, the Company will
                    apply the Premium Payment to the Variable Account and credit
                    the 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 or order to purchase 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 or
                    order to purchase 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 or order to purchase 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.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Contract Owner. By allocating on a regularly
                    scheduled basis as opposed to allocating the total amount at
                    one particular time, an Owner may be less susceptible to the
                    impact of market fluctuations.
 
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or the One-Year
                    Fixed Account Sub-Account value of at least $2,500. The
                    minimum amount per month to allocate is $50 (subject to the
                    18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling the Annuity & Variable Life
                    Services Center or by providing the information requested on
                    the Dollar Cost Averaging election form to the Company and
                    ensuring that sufficient value is in the Money Market
                    Sub-Account or the One-year Fixed Account Sub-Account.
                    Transfers to any Fixed Account Sub-Account or from a Fixed
                    Account Sub-Account other than the One-Year Fixed Account
                    Sub-Account are not permitted under Dollar Cost Averaging.
                    The Company may, at its sole discretion, waive Dollar Cost
                    Averaging minimum deposit and transfer requirements.
 
                    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 or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer;
 
                                                                              17
<PAGE>
                    (3) the Owner requests termination by telephone or in
                    writing and such request is received at least one week prior
                    to the next scheduled transfer date to take effect that
                    month; or (4) the Contract is surrendered.
 
   
                    The Dollar Cost Averaging program is not available following
                    the Annuity Date. There is no current charge for Dollar Cost
                    Averaging but the Company reserves the right to charge for
                    this program.
    
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected when the Contract was
                    purchased, unless subsequently changed. The Automatic
                    Rebalancing allocation may be changed at any time by
                    submitting a request to the Company.
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
   
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing the Annuity &
                    Variable Life Services Center.
    
 
   
                    The Automatic Rebalancing program is not available following
                    the Annuity Date. There is no current charge for Automatic
                    Rebalancing but the Company reserves the right to charge for
                    this program.
    
 
                    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 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
 
18
<PAGE>
                    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:
 
                    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 withdrawn or 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>
 
                    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
 
                                                                              19
<PAGE>
                    and 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, during each Contract Year, withdraw 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 on withdrawals from Premium Payments which have
                    been held under the Contract for more than seven (7)
                    Contract Years or from 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 of up to 6.75% will be paid to broker-dealers
                    who sell the Contracts, and the Company will incur other
                    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.
    
 
                    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 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.
 
                    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
 
20
<PAGE>
                    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.
 
                    ACCOUNT FEE
 
   
                    The Company deducts an annual Account Fee of $35 from the
                    Annuity Account Value on the last Valuation Date of each
                    Contract Year. This charge, like the Administrative Expense
                    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 Account Fee will be prorated at the time of
                    surrender or annuitization. On and after the Annuity Date,
                    the 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 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.
    
 
                    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.
 
                    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.
 
                    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.
 
                    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 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
 
                                                                              21
<PAGE>
   
                    fee of up to $10 per transfer. Prescheduled automatic Dollar
                    Cost Averaging or Automatic Rebalancing transfers are not
                    counted toward the twelve 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.
    
 
                    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 Annuity & Variable Life Services 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.
 
                    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
 
22
<PAGE>
                    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
                     91+..........................   400.00   380.00   390.00
</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
                    57. 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 Annuity
                    Account Values for any Optional Death Benefit. (See Appendix
                    1).
 
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 Annuity &
 
                                                                              23
<PAGE>
                    Variable Life Services 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 Annuity & Variable Life Services 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 Annuity & Variable Life
                    Services 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 Annuity & Variable
                    Life Services 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 Annuity & Variable Life
                    Services 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 90 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.
 
24
<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 twelve transfers made
                    in the Contract Year. For additional transfers, the Company
                    reserves the right to deduct a transfer fee of up to $10.
                    (See "Charges and Deductions -- 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) $2,000 per Fixed Account Sub-Account or
                        $50 per Variable Account Sub-Account; or (ii) the
                        Contract Owner's entire interest in the Sub-Account. The
                        Company, at its sole discretion, may waive these minimum
                        requirements.
    
 
                    C.  No partial transfer will be made if the Contract Owner's
                        remaining Contract Value in the Sub-Account will be less
                        than $100.
 
                    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 are not 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.
 
                    K.  The Company reserves the right to reject any premium
                        allocation or transfer which would cause the Fixed
                        Account Sub-Account values in aggregate to exceed then
                        current Company limits.
 
   
                    Transfers between Sub-Accounts may be made via telephone by
                    calling or writing the Annuity & Variable Life Services
                    Center, or in writing to the Company. Transfer requests must
                    be received prior to 4:00 pm Eastern Time in order to be
                    effective that day.
    
 
                                                                              25
<PAGE>
   
                    Transfers between Sub-Accounts may be suspended or postponed
                    during any period in which the New York Stock Exchange is
                    closed or has suspended trading.
    
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
                    Owners may effect telephone transfers by calling the Annuity
                    & Variable Life Services Center.
 
                    The Company will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by the Company in writing. The
                    Company is not liable for any loss, cost or expense for
                    acting 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.
                    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 withdrawals from Contracts. (See
                    "Tax Matters.") 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 Account Fee;
 
                     c. any applicable Contingent Deferred Sales Charge; and
 
   
                    d.  any applicable accrued charges for the Optional Death
                    Benefit(s) and, in the case of partial withdrawals, by the
                    sum: of 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;
 
                     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.
 
26
<PAGE>
                    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 an Optional Death Benefit is
                    selected and in effect, 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.
 
                    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
 
                                                                              27
<PAGE>
                    Contract Owner is not a natural person, then the death
                    benefit, valued as described in "Death of the Contract Owner
                    before the Annuity Date," is paid on due proof of 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,
                    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.
 
28
<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.
 
ANNUITY PROVISIONS
 
                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION
 
                    The Contract Owner selects an Annuity Date at the time of
                    application or order to purchase.
 
                    The Contract Owner may, upon at least forty-five (45) 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 forty-five (45) 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.
 
                    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.
 
                                                                              29
<PAGE>
                    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 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.
    
 
30
<PAGE>
                    After the Annuity Date, the payee may, by written request to
                    the Annuity & Variable Life Services 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 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 Premium Payment is made. In
                    addition, all or part of the Owner's Annuity Account Value
                    may be transferred among Sub-Accounts available under the
                    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
 
                                                                              31
<PAGE>
                    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 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" above,
                    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 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
    
 
32
<PAGE>
                    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, 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 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 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.
 
                                                                              33
<PAGE>
                    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, Bloomfield, CT, 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 and a member of the National
                    Association of Securities Dealers (NASD), 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.
 
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
 
34
<PAGE>
                    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 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 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 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.
 
                    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") 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 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 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 prepares risk adjusted rankings, which
                    consider the effects of market risk on total return
 
                                                                              35
<PAGE>
                    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.
 
   
TAX MATTERS
    
 
   
                    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
 
36
<PAGE>
                    harbor provision which provides that annuity contracts such
                    as the Contracts meet the diversification requirements if,
                    as of the end of each quarter, the underlying assets meet
                    the diversification standards for a regulated investment
                    company and no more than fifty-five percent (55%) of the
                    total assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.
 
                    On March 2, 1989, the Treasury Department issued regulations
                    (Treas. Reg. 1.817-5) which established diversification
                    requirements for the investment portfolios underlying
                    variable contracts such as the Contracts. The regulations
                    amplify the diversification requirements for variable
                    contracts set forth in the Code and provide an alternative
                    to the safe harbor provision described above. Under the
                    regulations, an investment portfolio will be deemed
                    adequately diversified if: (1) no more than 55% of the value
                    of the total assets of the portfolio is represented by any
                    one investment; (2) no more than 70% of the value of the
                    total assets of the portfolio is represented by any two
                    investments; (3) no more than 80% of the value of the total
                    assets of the portfolio is represented by any three
                    investments; and (4) no more than 90% of the value of the
                    total assets of the portfolio is represented by any four
                    investments.
 
                    The Code provides that for purposes of determining whether
                    or not the diversification standards imposed on the
                    underlying assets of variable contracts by Section 817(h) of
                    the Code have been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."
 
                    The Company intends, 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
 
                                                                              37
<PAGE>
                    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.
 
                    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)
 
38
<PAGE>
                    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.")
 
                    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.
 
                                                                              39
<PAGE>
                    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.
 
                    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
 
40
<PAGE>
                    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.
 
   
FINANCIAL STATEMENTS
    
 
   
                    Audited financial statements of the Company as of December
                    31, 1996 and 1995 and for each of the three years in the
                    period ended December 31, 1996 are included in the Statement
                    of Additional Information. Also included are audited
                    financial statements for the Variable Account, which
                    commenced operations January 22, 1996, as of and for the
                    period ending December 31, 1996.
    
 
   
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.
    
 
                                                                              41
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES..........           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
ADMINISTRATION..................................           7
ACCOUNT INFORMATION.............................           7
 
<CAPTION>
               TABLE OF CONTENTS                  PAGE
<S>                                               <C>
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           8
  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
CIGNA Life Insurance Company....................          11
</TABLE>
 
42
<PAGE>
APPENDIX I
                              ILLUSTRATION OF THE
                        COST OF OPTIONAL DEATH BENEFITS
- ------------------------------------------------------------
                               SIMPLIFIED EXAMPLE
 
Contract Owner:     Mrs. Smith, female, age 57
Death Benefit Choice: D (annual step-up)
 
<TABLE>
<CAPTION>
                                                    GUARANTEED
DATE                ACCOUNT VALUE*                  DEATH BENEFIT    AMOUNT AT RISK
<S>                 <C>                             <C>              <C>                              <C>
- -----------------------------------------------------------------------------------------------------------------
May 15, Year 1      $30,000                                $30,000   $0.00
(New contract --
date policy is in
force)
- -----------------------------------------------------------------------------------------------------------------
May 15, Year 2      $40,000                                $40,000   $0.00
(First contract                                      (Death benefit
anniversary)                                            steps up.)
- -----------------------------------------------------------------------------------------------------------------
June 15, Year 2     $30,000                                $40,000   Guar. Death Bene. equals:            $40,000
(Last day of        (Market correction has                           Account Value equals:               -$30,000
month. Account is   occurred. Account value                          AMOUNT AT RISK EQUALS:               -------
assessed for death  has fallen below                                 (Owner WILL be charged for           $10,000
benefit charges.)   guaranteed death benefit.)                       death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
July 15, Year 2     $40,000                                $40,000   Guar. Death Bene. equals:            $40,000
(One month later.)  (Market recovers.                                Account Value equals:               -$40,000
                    Account value has                                AMOUNT AT RISK EQUALS:              --------
                    increased.)                                      (Owner will NOT be charged for         $0.00
                                                                     death benefit this month.)
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
 
In the case shown above, the Amount at Risk on June 15, Yr. 2 would be $10,000.
Now refer to the chart below, also found on page 22 of this prospectus. A 57
year old female will pay $8.34 per thousand of Amount at Risk. 10 X $8.34 =
$83.40. That amount is an annual charge. It is divided by 12 to determine the
monthly charge of $6.95.
 
In the example above, no Amount at Risk exists on July 15, Yr. 2. The Owner will
NOT be charged for a death benefit that month. However a market recovery in June
will not affect a death benefit charge already accrued for May. That charge is
fixed and will appear on the Owner's annual statement at the end of the Contract
Year.
 
<TABLE>
<CAPTION>
                                                         COST OF OPTIONAL DEATH
                                                               BENEFIT(S)
                                                         ACTUAL 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
91+................................................     400.00     380.00     390.00
</TABLE>
 
*After $35 Account Fee is applied.
 
                                                                              43
<PAGE>
   
                            PART A. PROSPECTUS NO. 2
    
<PAGE>
CIGNA LIFE INSURANCE COMPANY
 
                                                                          [LOGO]
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
<TABLE>
<S>                     <C>                            <C>                            <C>
HOME OFFICE LOCATION:   MAILING ADDRESS:               LOCKBOX ADDRESS: BY MAIL:      LOCKBOX ADDRESS: BY
900 COTTAGE GROVE ROAD  CIGNA INDIVIDUAL INSURANCE     CIGNA LIFE INSURANCE COMPANY   OVERNIGHT:
HARTFORD, CT 06152      ANNUITY & VARIABLE LIFE        P.O. BOX 30790                 CIGNA LIFE INSURANCE COMPANY
                        SERVICES                       HARTFORD, CT 06150             C/O FLEET BANK
                        CENTER: ROUTING S-249                                         20 CHURCH STREET
                        HARTFORD, CT 06152 - 2249                                     20TH FLOOR, MSN275
                        TELEPHONE:(800) 552-9898                                      HARTFORD, CT 06120
                                                                                      ATTN: LOCKBOX 30790
</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 Matters -- 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 twenty-one 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; CIGNA Variable Products
Group -- Money Market Fund; Fidelity Variable Insurance Products Fund --
Equity-Income Portfolio, High Income Portfolio and Overseas Portfolio; Fidelity
Variable Insurance Products Fund II -- Investment Grade Bond Portfolio and
Contra Fund Portfolio; Fidelity Variable Insurance Products Fund III -- Growth
Opportunities Portfolio; MFS-Registered Trademark- Variable Insurance Trust --
MFS Total Return Series, MFS Utilities Series, MFS Emerging Growth Series, MFS
Research Series and MFS Growth With Income Series; Neuberger & Berman Advisers
Management Trust -- Limited Maturity Bond Portfolio and Partners Portfolio; OCC
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 May 1, 1997, available at no charge by calling or
writing the Company's Annuity & Variable Life Services 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: MAY 1, 1997
    
<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
DEFINITIONS....................................          3
HIGHLIGHTS.....................................          5
FEES AND EXPENSES..............................          7
CONDENSED FINANCIAL INFORMATION................         11
THE COMPANY AND THE VARIABLE
 ACCOUNT.......................................         12
THE FUNDS......................................         12
  General......................................         15
  Substitution of Securities...................         15
  Voting Rights................................         16
PREMIUM PAYMENTS AND CONTRACT VALUE............         16
  Premium Payments.............................         16
  Allocation of Premium Payments...............         16
  Optional Variable Account Sub-Account
   Allocation Programs.........................         17
    Dollar Cost Averaging......................         17
    Automatic Rebalancing......................         18
  Contract Value...............................         18
  Accumulation Unit............................         19
CHARGES AND DEDUCTIONS.........................         19
  Contingent Deferred Sales Charge (Sales
   Load).......................................         19
  Mortality and Expense Risk Charge............         20
  Administrative Expense Charge................         21
  Account Fee..................................         21
  Premium Tax Equivalents......................         21
  Income Taxes.................................         22
  Fund Expenses................................         22
  Transfer Fee.................................         22
DEATH BENEFITS.................................         22
  Death Benefits Provided by the Contract......         22
  Amount of Death Benefit......................         22
  Election and Effective Date of Election......         23
  Death of the Annuitant Before the Annuity
   Date........................................         23
  Death of the Annuitant after the Annuity
   Date........................................         24
OTHER CONTRACT FEATURES........................         24
  Ownership....................................         24
  Assignment...................................         24
  Beneficiary..................................         24
  Change of Beneficiary........................         25
  Annuitant....................................         25
  Transfer of Contract Values between Sub-
   Accounts....................................         25
 
<CAPTION>
                   CONTENTS                        PAGE
<S>                                              <C>
  Procedures for Telephone Transfers...........         26
  Surrenders and Partial Withdrawals...........         26
  Delay of Payments and Transfers..............         27
  Change in Operation of Variable Account......         27
  Modification.................................         28
  Discontinuance...............................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         28
  Fixed Options................................         29
  Variable Options.............................         29
  Evidence of Survival.........................         30
  Endorsement of Annuity Payment...............         30
THE FIXED ACCOUNT..............................         31
  Market Value Adjustment......................         33
DISTRIBUTION OF THE CONTRACTS..................         34
PERFORMANCE DATA...............................         34
  Money Market Sub-Account.....................         34
  Other Sub-Accounts...........................         34
  Performance Ranking or Rating................         35
TAX MATTERS....................................         35
  General......................................         35
  Diversification..............................         36
  Distribution Requirements....................         37
  Multiple Contracts...........................         37
  Tax Treatment of Assignments.................         37
  Withholding..................................         37
  Section 1035 Exchanges.......................         38
  Tax Treatment of Withdrawals -- Non-Qualified
   Contracts...................................         38
  Qualified Plans..............................         38
  Section 403(b) Plans.........................         39
  Individual Retirement Annuities..............         39
  Corporate Pension and Profit-Sharing Plans
   and H.R. 10 Plans...........................         39
  Deferred Compensation Plans..................         39
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         40
FINANCIAL STATEMENTS...........................         40
LEGAL PROCEEDINGS..............................         40
TABLE OF CONTENTS OF THE STATEMENT OF
 ADDITIONAL INFORMATION........................         41
</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 & VARIABLE LIFE SERVICES CENTER: The office of the
                    Company to which notices are given and any customer service
                    requests are made. Mailing address: CIGNA Individual
                    Insurance, Annuity & Variable Life Services Center, Routing
                    S-249, Hartford, CT 06152-2249. Premium payments must be
                    sent, and all other correspondence may be sent, to either
                    Lockbox address: If by mail: P.O. Box 30790, Hartford, CT
                    06150; If by courier: c/o Fleet Bank, 20 Church Street, 20th
                    Floor, MSN275, Hartford, CT 06120, Attn: Lockbox 30790.
    
 
                    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.
 
   
                    CERTIFICATE: The document which evidences the participation
                    of an Owner in a group contract.
    
 
                    CODE: The Internal Revenue Code of 1986, as amended.
 
                    COMPANY: CIGNA Life Insurance Company.
 
   
                    CONTRACT: The Variable Annuity Contract described in this
                    prospectus (or the certificate evidencing the Owner's
                    participation in a group contract).
    
 
                    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 order to purchase or
                    otherwise, unless later changed, as having all ownership
                    rights under the Contract; is the Certificate Owner under a
                    group contract.
    
 
   
                    FIXED ACCOUNT: Those Sub-Accounts associated with Guaranteed
                    Periods and Guaranteed Rates. 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; CIGNA
                    Variable Products Group --
    
 
                                                                               3
<PAGE>
   
                    Money Market Fund; Fidelity Variable Insurance Products Fund
                    -- Equity-Income Portfolio, High Income Portfolio and
                    Overseas Portfolio; Fidelity Variable Insurance Products
                    Fund II -- VIP II Investment Grade Bond Portfolio and VIP II
                    Contra Fund Portfolio; Fidelity Variable Insurance Products
                    Fund III -- Growth Opportunities Portfolio;
                    MFS-Registered Trademark- Variable Insurance Trust -- MFS
                    Total Return Series, MFS Utilities Series, MFS Emerging
                    Growth Series, MFS Research Series and MFS Growth With
                    Income Series; Neuberger & Berman Advisers Management Trust
                    -- Limited Maturity Bond Portfolio and Partners Portfolio;
                    OCC Accumulation Trust -- Global Equity Portfolio, Managed
                    Portfolio and 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, five 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 Annuity & Variable Life
                    Services 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.
 
   
                    PREMIUM PAYMENT: Any amount paid to the Company and cleared
                    in good funds as consideration for the benefits provided by
                    the Contract. 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.
    
 
                    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, contract fees, and
                    premium tax equivalents and adjusted by any Market Value
                    Adjustment,) 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 or to receive a partial
                    withdrawal.
 
                    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
 
4
<PAGE>
                    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 Value 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 Value during the Annuity Period, to
                    determine the amount of each variable annuity payment.
    
 
   
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
                    Annuity & Variable Life Services Center.
    
 
                    The Contract may be returned within 10 days after it is
                    received, longer in some states. 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 or order to purchase, 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, during each Contract Year,
                    withdraw 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 -- Contingent
                    Deferred Sales Charge (Sales Load).") The maximum
 
                                                                               5
<PAGE>
                    Contingent Deferred Sales Charge is 7% of Premium Payments.
                    There may also be a Market Value Adjustment on surrenders,
                    withdrawals or transfers from 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 -- Mortality and
                    Expense Risk Charge").
    
 
                    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 --
                    Administrative Expense Charge")
 
   
                    There is an annual Account Fee of $35 which is waived if the
                    Annuity Account Value equals or exceeds $100,000 at the end
                    of the Contract Year. (See "Charges and Deductions --
                    Account Fee")
    
 
   
                    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 -- Premium
                    Equivalents").
    
 
                    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 -- 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 Matters -- Tax Treatment of
                    Withdrawals -- Qualified Contracts.") For a further
                    discussion of the taxation of the Contracts, see "Tax
                    Matters."
 
                    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. It is
                    not applied against a surrender or transfer taking place at
                    the end of the Guaranteed Period.
 
6
<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>
   0-1             7%
   1-2             7%
   2-3             7%     A Contract Owner may, during each
   3-4             6%     Contract Year, withdraw up to 15% of Premium
   4-5             6%     Payments made, or the remaining portion thereof, without
   5-6             5%     incurring a Contingent Deferred Sales Charge.
   6-7             4%
   7+              0
</TABLE>
    
 
   
<TABLE>
  <S>              <C>
  Transfer Fee...  $10
 
  - Not imposed on the first twelve transfers during a Contract Year.
    Pre-scheduled automatic dollar cost averaging or automatic rebalancing
    transfers are not counted.
</TABLE>
    
 
   
<TABLE>
  <S>                             <C>
  Account Fee...................  $35 per Contract Year
 
  - Waived if Annuity Account Value at the end of the Contract
    Year is $100,000 or more.
</TABLE>
    
 
                    VARIABLE ACCOUNT ANNUAL EXPENSES
                    (as a percentage of average account value)
 
   
<TABLE>
<S>                                                 <C>
Mortality and Expense Risk Charge.................   1.25%
Administrative Expense Charge.....................   0.15%
                                                    -----
Total Variable Account Annual Expenses............   1.40%
</TABLE>
    
 
                                                                               7
<PAGE>
EXPENSE DATA
 
   
The purpose of the following Table is to help Purchasers and prospective
purchasers understand the costs and expenses that are borne, directly and
indirectly, by Purchasers assuming that all Premium Payments are allocated to
the Variable Account. The table reflects expenses of the Variable Account as
well as of the individual Funds underlying the Variable Sub-Accounts.
    
 
                                   FEE TABLE
   
<TABLE>
<CAPTION>
                                               ALGER
                                           AMERICAN FUND
                      --------------------------------------------------------
                                            ALGER        ALGER
                                           AMERICAN    AMERICAN      ALGER
                                          LEVERAGED     MIDCAP      AMERICAN
                       ALGER AMERICAN       ALLCAP      GROWTH     SMALL CAP
                      GROWTH PORTFOLIO    PORTFOLIO    PORTFOLIO   PORTFOLIO
                          --------        ----------   ---------  ------------
<S>                   <C>                 <C>          <C>        <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............        1.25%             1.25%     1.25%          1.25%
Administrative
 Expense Charge.....        0.15%             0.15%     0.15%          0.15%
Total Separate
 Account Annual
 Expenses...........        1.40%             1.40%     1.40%          1.40%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....        0.75%             0.85%     0.80%          0.85%
Other Expenses......        0.10%             0.71%     0.10%          0.07%
Total Fund Portfolio
 Annual Expenses....        0.85%             1.56%(1)  0.90%          0.92%
 
<CAPTION>
 
                                                   FIDELITY VARIABLE
                                               INSURANCE PRODUCTS TRUSTS
                      ----------------------------------------------------------------------------
                                      EQUITY     INVESTMENT      HIGH                     GROWTH
                      CONTRA FUND     INCOME     GRADE BOND     INCOME      OVERSEAS    OPPORTUNITIES
                       PORTFOLIO    PORTFOLIO    PORTFOLIO       FUND      PORTFOLIO    PORTFOLIO
                      -----------   ----------   ----------   ----------   ----------   ----------
<S>                  <C>            <C>          <C>          <C>          <C>          <C>
SEPARATE ACCOUNT
 ANNUAL EXPENSES
Mortality and
 Expense Risk
 Charge.............     1.25%         1.25%       1.25%        1.25%        1.25%        1.25%
Administrative
 Expense Charge.....     0.15%         0.15%       0.15%        0.15%        0.15%        0.15%
Total Separate
 Account Annual
 Expenses...........     1.40%         1.40%       1.40%        1.40%        1.40%        1.40%
FUND PORTFOLIO
 ANNUAL EXPENSES
Management Fees.....     0.61%         0.51%       0.45%        0.60%        0.76%        0.25%
Other Expenses......     0.11%         0.10%       0.14%        0.11%        0.15%        0.15%
Total Fund Portfolio
 Annual Expenses....     0.72%         0.61%       0.59%        0.71%(2)     0.91%        0.77%
</TABLE>
    
 
- ------------------------
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .06% of interest expense. Absent reimbursements, the amounts of Other
    Expenses and Total Fund Expenses would be 3.07% and 3.92% respectively, for
    the Alger American Leveraged AllCap Portfolio.
 
(2) A portion of the brokerage commissions the Fund paid was used to reduce its
    expenses. Without this reduction, Total Fund Portfolio Annual Expenses would
    have been 0.81% for the Asset Manager Portfolio, and 0.71% for the High
    Income Portfolio. (note -- there were brokerage commissions paid but it did
    not affect the ratio.)
 
8
<PAGE>
   
The table does not reflect the deductions for the annual $35 Account Fee or
premium tax equivalents. The information set forth should be considered together
with the information provided in this Prospectus under the heading "Fees and
Expenses", and in each Fund's Prospectus. All expenses are expressed as a
percentage of average account value.
    
   
<TABLE>
<CAPTION>
                                                                      NEUBERGER & BERMAN
                                                                     ADVISERS MANAGEMENT
                                                                          TRUST (5)
                  MFS VARIABLE INSURANCE TRUST                      ----------------------
- -----------------------------------------------------------------                LIMITED   CIGNA FUNDS
 MFS TOTAL                                    MFS     MFS GROWTH                MATURITY   -----------
   RETURN      MFS UTILITIES MFS EMERGING   RESEARCH  WITH INCOME    PARTNERS     BOND        MONEY
   SERIES         SERIES     GROWTH SERIES   SERIES     SERIES      PORTFOLIO   PORTFOLIO  MARKET FUND
- ------------   ------------- ------------- ---------- -----------   ---------- ----------- -----------
<S>            <C>           <C>           <C>        <C>           <C>        <C>         <C>
    1.25%           1.25%         1.25%       1.25%       1.25%          1.25%     1.25%       1.25%
    0.15%           0.15%         0.15%       0.15%       0.15%          0.15%     0.15%       0.15%
    1.40%           1.40%         1.40%       1.40%       1.40%          1.40%     1.40%       1.40%
    0.75%           0.75%         0.75%       0.75%       0.75%          0.85%     0.65%       0.35%
    0.25%           0.25%         0.25%       0.25%       0.25%          0.30%     0.10%       0.15%
    1.00%(3)        1.00%(3)      1.00%       1.00%       1.00%          1.15%     0.75%       0.50%
 
<CAPTION>
 
                      OCC ACCUMULATION TRUST
- ------------   ------------------------------------
 MFS TOTAL      GLOBAL
   RETURN       EQUITY       MANAGED     SMALL CAP
   SERIES      PORTFOLIO    PORTFOLIO    PORTFOLIO
- ------------   ---------    ---------    ----------
<S>         <C>             <C>          <C>
    1.25%          1.25%        1.25%         1.25%
    0.15%          0.15%        0.15%         0.15%
    1.40%          1.40%        1.40%         1.30%
    0.75%          0.80%        0.80%         0.80%
    0.25%          0.45%        0.14%         0.20%
    1.00%(3)       1.25%(6)     0.94%(6)      1.00%(6)
</TABLE>
    
 
- ------------------------
 
(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 2.02% and 2.77%, respectively, for the
    Total Return Series, and 2.33% and 3.08%, respectively, for the Utility
    Series.
 
(4) The Funds' 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 1.24% and 1.99%, respectively.
 
   
(5) Neuberger&Berman Advisers Management Trust (the "Trust") is divided into
    portfolios ("Portfolios"), each of which invests all of its net investable
    assets in a corresponding series ("Series") of Advisers Managers Trust.
    Expenses in the table reflect expenses of the Portfolios and include each
    Portfolio's pro rata portion of the operating expenses of each Portfolio's
    corresponding Series. The Portfolios pay Neuberger&Berman Management Inc.
    ("NBMI") an administration fee based on the Portfolios' net asset value.
    Each portfolio's corresponding Series pays NBMI a management fee based on
    the Series' average daily net assets. Accordingly, this table combines
    management fees at the Series level and administration fees at the Portfolio
    level in a unified fee rate. See "Expenses" in the Trust's Prospectus.
    
 
   
(6) The annual expenses of the OCC Accumulation Trust Portfolios as of December
    31, 1995 have been restated to reflect new management fee and expense
    limitation arrangements in effect as of May 1, 1996. Effective May 1, 1996,
    the expenses of the Portfolios of the OCC Accumulation Trust are
    contractually limited by OpCap Advisors so that their respective annualized
    operating expenses do not exceed 1.25% of their respective average daily net
    assets. Furthermore, through April 30, 1997, the annualized operating
    expenses of the Managed and Small Cap Portfolios will be voluntarily limited
    by OpCap Advisors so that annualized operating expenses of these Portfolios
    do not exceed 1.00% of their respective average daily net assets. Without
    such voluntary expense limitations, and taking into account the revised
    contractual provisions effective May 1, 1996 concerning management fees and
    expense limitations, the Management Fees, Other Expenses and Total Portfolio
    Annual Expenses incurred for the fiscal year ended December 31, 1995 would
    have been: .80%, .45% and 1.25%, respectively, for the Global Equity
    Portfolio; .80%, .14% and .94%, respectively, for the Managed Portfolio; and
    .80%, .39% and 1.19%, respectively, for the Small Cap Portfolio.
    
 
                                                                               9
<PAGE>
                    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.......................   $83      $133      $176       $267
                     Alger Leveraged AllCap Portfolio...........................   $90      $152      $209       $331
                     Alger MidCap Growth Portfolio..............................   $83      $132      $132       $265
                     Alger Growth Portfolio.....................................   $82      $130      $130       $260
                     CIGNA Money Market Fund....................................   $79      $120      $154       $223
                     Fidelity VIP Equity-Income Portfolio.......................   $80      $123      $160       $235
                     Fidelity VIP High Income Portfolio.........................   $81      $126      $165       $246
                     Fidelity VIP Overseas Portfolio............................   $83      $132      $176       $266
                     Fidelity VIP II Investment Grade Bond Portfolio............   $80      $122      $159       $233
                     Fidelity VIP II Contra Fund Portfolio......................   $81      $126      $166       $247
                     Fidelity VIP III Growth Opportunities Portfolio............   $82      $130      $173       $260
                     MFS Total Return Series....................................   $84      $135      $180       $275
                     MFS Utilities Series.......................................   $84      $135      $180       $275
                     MFS Emerging Growth Series.................................   $84      $135      $180       $275
                     MFS Research Series........................................   $84      $135      $180       $275
                     MFS Growth With Income Series..............................   $84      $135      $180       $275
                     AMT Limited Maturity Bond Portfolio........................   $81      $127      $167       $250
                     AMT Partners Portfolio.....................................   $86      $140      $188       $290
                     OCC Global Equity Portfolio................................   $87      $143      $193       $300
                     OCC Managed Portfolio......................................   $83      $133      $177       $269
                     OCC Small Cap Portfolio....................................   $84      $135      $180       $275
</TABLE>
    
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
   
<TABLE>
<S>                                                                               <C>      <C>       <C>       <C>
                     Alger Small Capitalization Portfolio.......................   $24      $ 73      $125       $267
                     Alger Leveraged AllCap Portfolio...........................   $30      $ 93      $158       $331
                     Alger MidCap Growth Portfolio..............................   $24      $ 72      $124       $265
                     Alger Growth Portfolio.....................................   $23      $ 71      $122       $260
                     CIGNA Money Market Fund....................................   $19      $ 60      $103       $223
                     Fidelity VIP Equity-Income Portfolio.......................   $21      $ 64      $109       $235
                     Fidelity VIP High Income Portfolio.........................   $22      $ 67      $114       $246
                     Fidelity VIP Overseas Portfolios...........................   $24      $ 73      $125       $266
                     Fidelity VIP II Investment Grade Bond Portfolio............   $20      $ 63      $108       $233
                     Fidelity VIP II Contra Fund Portfolio......................   $22      $ 67      $115       $247
                     Fidelity VIP III Growth Opportunities Portfolio............   $23      $ 71      $122       $260
                     MFS Total Return Series....................................   $25      $ 76      $129       $275
                     MFS Utilities Series.......................................   $25      $ 76      $129       $275
                     MFS Emerging Growth Series.................................   $25      $ 76      $129       $275
                     MFS Research Series........................................   $25      $ 76      $129       $275
                     MFS Growth With Income Series..............................   $25      $ 76      $129       $275
                     AMT Limited Maturity Bond Portfolio........................   $22      $ 68      $116       $250
                     AMT Partners Portfolio.....................................   $26      $ 80      $137       $290
                     OCC Global Equity Portfolio................................   $27      $ 83      $142       $300
                     OCC Managed Portfolio......................................   $24      $ 74      $126       $269
                     OCC Small Cap Portfolio....................................   $25      $ 76      $129       $275
</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 may be applicable.
    
 
10
<PAGE>
   
                    These examples reflect the annual $35 Account Fee as an
                    annual charge of .07% of assets, based upon an anticipated
                    average Annuity Account Value of $50,000.
    
 
   
                    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
    
 
   
                    The Variable Account commenced operations on January 22,
                    1996. The starting Accumulation Unit value for each
                    Sub-Account was $10.00.
    
 
   
                    There follows, for each of the twenty-one Variable Account
                    Sub-Accounts available under the Contracts, information
                    regarding the changes in the Accumulation Unit values from
                    date of inception through December 31, 1996, and the number
                    of Accumulation Units outstanding at December 31, 1996:
    
 
   
<TABLE>
<CAPTION>
                                                                                                            NUMBER OF
                                                             ACCUMULATION                               ACCUMULATION UNITS
                                                            UNIT BEGINNING    INCEPTION                    OUTSTANDING
                           SUB-ACCOUNT                           VALUE           DATE                        12/31/96
- ----------------------------------------------------------  ---------------  ------------  ACCUMULATION ------------------
                                                                                           UNIT VALUE
                                                                                           AT 12/31/96
                                                                                           -----------
                                                                                               (IN
                                                                                            DOLLARS)
<S>                                                         <C>              <C>           <C>          <C>
                     Alger American Growth Portfolio......         10.00         2-23-96    10.144346             433,381
                     Alger American Leveraged AllCap
                      Portfolio...........................         10.00          2-9-96    10.507089             151,397
                     Alger American MidCap Growth
                      Portfolio...........................         10.00         1-19-96    11.319352             278,077
                     Alger American Small Cap Portfolio...         10.00          2-9-96     9.868924             389,564
                     CIGNA Money Market Fund..............         10.00          *             *               *
                     Fidelity VIP Equity-Income
                      Portfolio...........................         10.00         2-20-96    11.013725             423,894
                     Fidelity VIP High Income Portfolio...         10.00         5-17-96    10.659332             177,276
                     Fidelity VIP Overseas Portfolio......         10.00         5-13-96    10.640099              77,201
                     Fidelity VIP II Contra Fund
                      Portfolio...........................         10.00          *             *               *
                     Fidelity VIP II Investment Grade Bond
                      Portfolio...........................         10.00          3-1-96    10.277513             111,872
                     Fidelity VIP III Growth Opportunities
                      Portfolio...........................                        *             *               *
                     MFS Total Return Series..............         10.00         2-22-96    10.934889             202,532
                     MFS Utilities Series.................         10.00         3-15-96    11.879471              20,800
                     MFS Emerging Growth Series...........         10.00          *             *               *
                     MFS Research Series..................         10.00          *             *               *
                     MFS Growth with Income Series........         10.00          *             *               *
                     AMT Limited Maturity Bond
                      Portfolio...........................         10.00         2-20-96    10.278541              28,081
                     AMT Partners Portfolio...............         10.00         2-20-96    12.176555             273,165
                     OCC Global Equity Portfolio..........         10.00          2-9-96    11.044449             380,111
                     OCC Managed Portfolio................         10.00         2-20-96    11.575082             571,756
                     OCC Small Cap Portfolio..............         10.00          3-1-96    11.375492             100,116
</TABLE>
    
 
- ------------------------
   
*   Had not commenced operations as of December 31, 1996
    
 
                                                                              11
<PAGE>
   
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. As of April 1, 1997, it has
                    obtained authorization to do business in the District of
                    Columbia and all states except 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, account fees, mortality and expense risk
                    charges, administrative expense charges, 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.
    
 
THE FUNDS
 
   
                    Each of the twenty-one Sub-Accounts of the Variable Account
                    is invested solely in shares of one of the twenty-one Funds
                    available as funding vehicles under the Contracts. Each of
                    the Funds is a series of one of eight 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.
    
 
12
<PAGE>
                    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;
 
   
                        CIGNA Variable Products Group ("CIGNA Group"), managed
                        by CIGNA Investments, Inc. and distributed by CIGNA
                        Financial Advisors, Inc., 900 Cottage Grove Road,
                        Bloomfield, CT 06002.
    
 
   
                        Variable Insurance Products Fund ("Fidelity VIP"),
                        Variable Insurance Products Fund II ("Fidelity VIP II")
                        and Variable Insurance Products Fund III ("Fidelity VIP
                        III"), managed by Fidelity Management & Research Company
                        and distributed by Fidelity Distribution Corporation, 82
                        Devonshire Street, Boston, MA 02103;
    
 
   
                        MFS-Registered Trademark- Variable Insurance Trust ("MFS
                        Trust"), managed by Massachusetts Financial Services
                        Company and distributed by MFS Fund Distributors, Inc.,
                        500 Boylston Street, Boston, MA 02116;
    
 
   
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, New York, NY
                        10158-0006;
    
 
   
                        OCC Accumulation Trust ("OCC Trust")(formerly Quest for
                        Value Accumulation Trust), managed by OpCap Advisors
                        (formerly Quest for Value Advisors) and distributed by
                        OCC Distributors (formerly 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.
 
   
                    One Fund of CIGNA Group is available under the Contracts:
    
   
                        Money Market Fund ("CIGNA Money Market Fund")
    
 
   
                    Three Funds of FIDELITY VIP are available under the
                    Contracts:
    
   
                        Equity-Income Portfolio ("Fidelity Equity-Income
                        Portfolio").
    
   
                        High Income Portfolio ("Fidelity High Income
                        Portfolio");
    
                        Overseas Portfolio ("Fidelity Overseas Portfolio").
 
   
                   Two Funds of FIDELITY VIP II are available under the
                   Contracts:
    
   
                        Contra Fund Portfolio ("Fidelity Contra Fund
                        Portfolio");
    
   
                        Investment Grade Bond Portfolio ("Fidelity Investment
                        Grade Bond Portfolio").
    
 
   
                    One Fund of FIDELITY VIP III is available under the
                    Contracts:
    
   
                        Growth Opportunities Portfolio ("Fidelity Growth
                        Opportunities Portfolio")
    
 
   
                    Five Funds of MFS Trust are available under the Contracts:
    
   
                        MFS Total Return Series;
    
   
                        MFS Utilities Series;
    
   
                        MFS Emerging Growth Series.;
    
   
                        MFS Research Series;
    
   
                        MFS Growth With Income Series.
    
 
   
                    Two Funds of AMT Trust are available under the Contracts:
    
   
                        Limited Maturity Bond Portfolio;
    
   
                        Partners Portfolio.
    
 
   
                    Three Funds of OCC Trust are available under the Contracts:
    
                        Global Equity Portfolio;
                        Managed Portfolio;
                        Small Cap Portfolio.
 
                                                                              13
<PAGE>
                    The investment advisory fees charged the Funds by their
                    advisers are shown in the Fee Table at pages [8 AND 9] of
                    this Prospectus.
 
                    There follows a brief description of the investment
                    objective and program of each Fund. There can be no
                    assurance that any of the stated investment objectives will
                    be achieved.
 
                    ALGER AMERICAN GROWTH PORTFOLIO (Large Cap Stocks): 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 (Large Cap
                    Stocks): 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 (Small Cap Stocks):
                    Seeks long-term capital appreciation by investing in a
                    diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Standard and Poor's MidCap 400 Index.
    
 
                    ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO (Small Cap
                    Stocks): Seeks long-term capital appreciation by investing
                    in a diversified, actively managed portfolio of equity
                    securities, primarily of companies whose total market
                    capitalization lies within the range of companies included
                    in the Russell 2000 Growth Index.
 
   
                    CIGNA GROUP MONEY MARKET FUND (Money Market): 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.
    
 
   
                    FIDELITY VIP II CONTRA FUND PORTFOLIO (Large Cap Stocks) :
                    Seeks capital appreciation by investing primarily in equity
                    securities of companies that are undervalued or
                    out-of-favor.
    
 
   
                    FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO (Fixed
                    Income -- Intermediate Term Bonds): 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.
    
 
   
                    FIDELITY VIP EQUITY-INCOME PORTFOLIO (Large Cap Stocks):
                    Seeks reasonable income by investing primarily in
                    income-producing equity securities, with some potential for
                    capital appreciation, seeking a yield that exceeds the
                    composite yield on the securities comprising the Standard
                    and Poor's Composite Index of 500 Stocks.
    
 
   
                    FIDELITY VIP HIGH INCOME PORTFOLIO (High Yield Bonds): Seeks
                    high current income by investing mainly in high yielding
                    debt securities, with an emphasis on lower quality
                    securities.
    
 
   
                    FIDELITY VIP OVERSEAS PORTFOLIO (International Equity):
                    Seeks long term growth of capital by investing mainly in
                    foreign securities.
    
 
   
                    FIDELITY VIP III GROWTH OPPORTUNITIES PORTFOLIO (Large Cap
                    Stocks): Seeks capital growth by investing primarily in
                    common stocks and securities convertible into common stocks.
    
 
   
                    MFS EMERGING GROWTH SERIES (Small Cap Stocks): Seeks
                    long-term growth of capital by investing primarily in common
                    stocks of companies management believes to be early in their
                    life cycles but which have the potential to become major
                    enterprises.
    
 
   
                    MFS GROWTH WITH INCOME SERIES (Large Cap Stocks): Seeks
                    reasonable current income and long-term growth of capital
                    and income.
    
 
   
                    MFS RESEARCH SERIES (Large Cap Stocks): Seeks to provide
                    long-term growth of capital and future income.
    
 
14
<PAGE>
   
                    MFS TOTAL RETURN SERIES (Balanced or Total Return): Seeks
                    primarily to obtain above-average income (compared to a
                    portfolio invested entirely 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 (Specialty): Seeks capital growth and
                    current income (income above that available 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.
    
 
   
                    AMT LIMITED MATURITY BOND PORTFOLIO (Short-Term Bonds):
                    Seeks the highest current income consistent with low risk to
                    principal and liquidity; and secondarily, total return by
                    actively managing average portfolio duration in light of
                    market conditions and trends.
    
 
                    AMT PARTNERS PORTFOLIO (Large Cap Stocks): Seeks capital
                    growth. Invests primarily in common stocks of established
                    companies, using the value-oriented investment approach. The
                    Portfolio 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.
 
                    OCC GLOBAL EQUITY PORTFOLIO (International Stocks): Seeks
                    long-term capital appreciation through a global investment
                    strategy primarily involving equity securities.
 
                    OCC MANAGED PORTFOLIO (Balanced or Total Return): 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.
 
                    OCC SMALL CAP PORTFOLIO (Small Cap Stocks): 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 Contra Fund Portfolio, Fidelity High
                    Income Portfolio, Fidelity Overseas Portfolio, MFS Emerging
                    Growth Series, MFS Research Series, MFS Total Return Series,
                    MFS Utilities Series, OCC Global Equity Portfolio, OCC
                    Managed Portfolio, and the OCC 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 "Premium Payments and Contract Value --
                    Allocation of Premium 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
 
                                                                              15
<PAGE>
                    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
                    approval of investment advisory contracts and changes in
                    investment objectives and fundamental investment policies.
    
 
                    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 $2000. 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 order to purchase or Premium Payment. A
                    Premium Payment in excess of $1 million requires preapproval
                    by the Company.
    
 
                    The Company may, at its sole discretion, offer special
                    premium payment programs and/ or 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
 
16
<PAGE>
                    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. In such cases, the initial Premium Payment will be
                    allocated to the Money Market Sub-Account until the
                    right-to-examine period has expired.
    
 
                    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 Annuity &
                    Variable Life Services Center. A change will be effective
                    for payments received on or after receipt of the written
                    notice of change.
 
   
                    Any Premium Payment at the time of any allocation may be
                    allocated to a single or multiple sub-accounts in whole
                    percentages (e.g., 12%). No allocation can be made which
                    would result in a Variable Account Sub-Account of less than
                    $50 or a Fixed Account Sub-Account value of less than
                    $2,000. Further, at this time, no more than 18 Fixed Account
                    and Variable Account Sub-Accounts may be opened during the
                    life of the Contract. The Company may expand this number at
                    a future date.
    
 
                    The Company may, at its sole discretion, waive minimum
                    premium allocation requirements or minimum Variable Account
                    Sub-Account requirements.
 
                    For initial Premium Payments, if the application or order to
                    purchase for a Contract is in good order, the Company will
                    apply the Premium Payment to the Variable Account and credit
                    the 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 or order to purchase 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 or
                    order to purchase 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 or order to purchase 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.
 
                    OPTIONAL VARIABLE ACCOUNT SUB-ACCOUNT ALLOCATION PROGRAMS
 
                    The Contract Owner may elect to enroll in either of the
                    following programs. However, both programs cannot be in
                    effect at the same time.
 
                    DOLLAR COST AVERAGING
 
                    Dollar Cost Averaging is a program which, if elected by the
                    Contract Owner, systematically allocates specified dollar
                    amounts from the Money Market Sub-Account or the One-Year
                    Fixed Account Sub-Account to one or more of the Contract's
                    Variable Account Sub-Accounts at regular intervals as
                    selected by the Contract Owner. By
 
                                                                              17
<PAGE>
                    allocating on a regularly scheduled basis as opposed to
                    allocating the total amount at one particular time, an Owner
                    may be less susceptible to the impact of market
                    fluctuations.
 
   
                    Dollar Cost Averaging may be selected by establishing a
                    Money Market Sub-Account of at least $1,000 or the One-Year
                    Fixed Account Sub-Account value of at least $2,000. The
                    minimum amount per month to allocate is $50 (subject to the
                    18 Sub-Account limitation described under "Allocation of
                    Premium Payments" above). Enrollment in this program may
                    occur at any time by calling or writing the Annuity &
                    Variable Life Services Center or by providing the
                    information requested on the Dollar Cost Averaging election
                    form to the Company and ensuring that sufficient value is in
                    the Money Market Sub-Account or the One-year Fixed Account
                    Sub-Account. Transfers to any Fixed Account Sub-Account or
                    from a Fixed Account Sub-Account other than the One-Year
                    Fixed Account Sub-Account are not permitted under Dollar
                    Cost Averaging. The Company may, at its sole discretion,
                    waive Dollar Cost Averaging minimum deposit and transfer
                    requirements.
    
 
                    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 or the One-Year Fixed Sub-Account is insufficient to
                    complete the next transfer; (3) the Owner requests
                    termination by telephone or in writing and such request is
                    received at least one week prior to the next scheduled
                    transfer date to take effect that month; or (4) the Contract
                    is surrendered.
 
   
                    The Dollar Cost Averaging program is not available following
                    the Annuity Date. There is no current charge for Dollar Cost
                    Averaging but the Company reserves the right to charge for
                    this program.
    
 
                    AUTOMATIC REBALANCING
 
                    Automatic Rebalancing is an option which, if elected by the
                    Contract Owner, periodically restores to a pre-determined
                    level the percentage of Contract Value allocated to each
                    Variable Account Sub-Account (e.g. 20% Money Market, 50%
                    Growth, 30% Utilities). This pre-determined level will be
                    the allocation initially selected when the Contract was
                    purchased, unless subsequently changed. The Automatic
                    Rebalancing allocation may be changed at any time by
                    submitting a request to the Company.
 
                    If Automatic Rebalancing is elected, all Net Premium
                    Payments allocated to the Variable Account Sub-Accounts must
                    be subject to Automatic Rebalancing. The Fixed Account
                    Sub-Account is not available for Automatic Rebalancing.
 
                    Automatic Rebalancing may take place on either a quarterly,
                    semi-annual or annual basis, as selected by the Owner. Once
                    the rebalancing option is activated, any Variable Account
                    Sub-Account transfers executed outside of the rebalancing
                    option will terminate the Automatic Rebalancing option. Any
                    subsequent premium payment or withdrawal that modifies the
                    net account balance within each Variable Account Sub-Account
                    may also cause termination of the Automatic Rebalancing
                    option. Any such termination will be confirmed to the Owner.
                    The Owner may terminate the Automatic Rebalancing option or
                    re-enroll at any time by calling or writing the Annuity &
                    Variable Life Service Center.
 
   
                    The Automatic Rebalancing program is not available following
                    the Annuity Date. There is no current charge for Automatic
                    Rebalancing but the Company reserves the right to charge for
                    this program.
    
 
18
<PAGE>
                    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 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:
 
                    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
 
                                                                              19
<PAGE>
                    by: (a) allocating Premium Payments to the amount withdrawn
                    or 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               7%
                                           2-3               7%
                                           3-4               6%
                                           4-5               6%
                                           5-6               5%
                                           6-7               4%
                                           7+                0
</TABLE>
    
 
                    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 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, during each Contract Year, withdraw 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 Provision. No Contingent
                    Deferred Sales Charge will be deducted on withdrawals from
                    Premium Payments which have been held under the Contract for
                    more than seven (7) Contract Years or from 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 of up to 6.75% will be paid to broker-dealers
                    who sell the Contracts and the Company will incur other
                    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.
    
 
                    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
                    1.25% of the average daily net assets of the Variable
                    Account (consisting of approximately .75% 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 and to pay
                    death benefits that may exceed the Annuity Account Value.
                    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,
    
 
20
<PAGE>
   
                    legal fees, accounting fees, filing fees, and the costs of
                    other services may exceed the amount recovered from the
                    Account Fee and the Administrative Expense Charge, each of
                    which is described below.
    
 
                    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.
 
                    ADMINISTRATIVE EXPENSE CHARGE
 
   
                    The Company deducts on each Valuation Date an Administrative
                    Expense Charge which is equal, on an annual basis, to 0.15%
                    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.
    
 
                    ACCOUNT FEE
 
   
                    The Company deducts an annual Account Fee of $35 from the
                    Annuity Account Value on the last Valuation Date of each
                    Contract Year. This charge, like the Administrative Expense
                    Charge, is to reimburse the Company for a portion of its
                    expenses in administering the Contracts. 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 Account Fee will be prorated at
                    the time of surrender or annuitization. On and after the
                    Annuity Date, the 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 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.
    
 
                    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.
 
                                                                              21
<PAGE>
                    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.
 
                    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.
 
                    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 transfer
                    fee or charge if there have been no more than twelve
                    transfers made in the Contract Year. For additional
                    transfers, the Company reserves the right to deduct a
                    transfer fee of up to $10 per transfer. Prescheduled
                    automatic Dollar Cost Averaging or Automatic Rebalancing
                    transfers are not counted toward the twelve 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.
    
 
   
DEATH BENEFITS
    
 
   
                    DEATH BENEFITS PROVIDED BY THE CONTRACT
    
 
   
                    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 upon due proof of death
                    (a certified copy of the Death Certificate) of the Owner. If
                    there is no designated Beneficiary, or contingent
                    Beneficiary, the Company will, upon receipt of due proof of
                    death of the Owner, Beneficiary and contingent Beneficiary,
                    pay the death benefit in one lump sum to the deceased
                    Owner's estate.
    
 
   
                    If the death of any Annuitant occurs on or after the Annuity
                    Date, no death benefit will be payable under the Contract
                    except as may be provided under the Annuity Option elected.
    
 
   
                    AMOUNT OF DEATH BENEFIT
    
 
   
                    The amount of the death benefit is determined as of the
                    effective date or deemed effective date of the death benefit
                    election (see "Election and Effective Date of Election"),
                    and is equal to the greatest of --
    
 
                    (a) the Annuity Account Value for the Valuation Period
                    during which the death benefit election is effective or
                    deemed to become effective;
 
                    (b) the sum of all the Premium Payments made under the
                    Contract, less the sum of all partial withdrawals; or
 
   
                    (c) the highest Annuity Account Value ever attained on a
                    Contract Anniversary date occurring on or before the Owner's
                    80th birthday, with adjustments for any subsequent Premium
                    Payments, partial withdrawals and charges made since such
                    Contract Anniversary Date.
    
 
22
<PAGE>
   
                    On or after Owner's 90th birthday, the amount of the death
                    benefit is the greater of (a) and (b) above.
    
 
   
                    No Market Value Adjustments or withdrawal charges are
                    assessed against amounts which are applied toward payment of
                    a death benefit.
    
 
   
                    Upon a transfer of ownership, the death benefit becomes the
                    greatest of --
    
 
                    (a) the Annuity Account Value for the Valuation Period
                    during which the death benefit election is effective or
                    deemed to become effective;
 
   
                    (b) the sum of Premium Payments made less the sum of
                    withdrawals made on or before the date of transfer, adjusted
                    for any subsequent Premium Payments and partial withdrawals
                    made under the Contract; or
    
 
   
                    (c) the highest Annuity Account Value ever attained on a
                    Contract Anniversary date subsequent to the date of transfer
                    occurring on or before the new Owner's 80th birthday, with
                    adjustments for any subsequent Premium Payments, partial
                    withdrawals and charges made since such Contract Anniversary
                    Date.
    
 
   
                    On or after the then Current Owner's 90th birthday, the
                    amount of the death benefit is the greater of (a) and (b)
                    above.
    
 
   
                    ELECTION AND EFFECTIVE DATE OF ELECTION
    
 
   
                    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 on a specified
                        date, which must be 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.
 
                    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.
 
                                                                              23
<PAGE>
   
                    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, valued as described in
                    "Amount of Death Benefit" but based upon the Annuitant, is
                    paid on due proof of 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.
 
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 Annuity & Variable
                    Life Services 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.
 
   
                    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 Annuity & Variable Life Services 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 Annuity & Variable Life
                    Services 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.
 
24
<PAGE>
                    CHANGE OF BENEFICIARY
 
   
                    The Contract Owner may change a Beneficiary by filing a
                    written request with the Company at its Annuity & Variable
                    Life Services 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 Annuity & Variable Life
                    Services Center after the death of the Annuitant or Contract
                    Owner, as applicable, 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 date the Contract is issued is 90 years
                    old. The Annuitant may be changed at any time prior to the
                    Annuity Date unless the Contract is owned by a non-natural
                    person. 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.
    
 
                    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 twelve transfers made
                    in the Contract Year. For additional transfers, the Company
                    reserves the right to deduct a transfer fee of up to $10.
                    (See "Charges and Deductions -- Transfer Fee") This Contract
                    is not designed for professional market timing organizations
                    or other entities using programmed and frequent transfers.
    
 
                    Repeated patterns of frequent transfers are disruptive to
                    the operation of the Sub-Accounts and should the Company
                    become aware of such disruptive practices, the Company may
                    refuse to permit more than twelve transfers in any year and
                    may modify the transfer provisions of the Contract.
 
                    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) $2,000 per Fixed Account Sub-Account or
                        $50 per Variable Account Sub-Account; or (ii) the
                        Contract Owner's entire interest in the Sub-Account. The
                        Company, at its sole discretion, may waive these minimum
                        requirements.
    
 
   
                     C. No partial transfer will be made if the Contract Owner's
                        remaining Contract Value in the Sub-Account will be less
                        than $50.
    
 
                     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
 
                                                                              25
<PAGE>
                        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 are
                        not 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 (other than transfers pursuant to the
                        Dollar Cost Averaging program) 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.
 
                     K. The Company reserves the right to reject any premium
                        allocation or transfer which would cause the Fixed
                        Account Sub-Account values in aggregate to exceed then
                        current Company limits.
 
   
                    Transfers between Sub-Accounts may be made via telephone by
                    calling or writing the Annuity & Variable Life Services
                    Center, or in writing to the Company. Transfer requests must
                    be received prior to 4:00 pm Eastern Time in order to be
                    effective that day.
    
 
   
                    Transfers between any Sub-Accounts may be suspended or
                    postponed during any period in which the New York Stock
                    Exchange is closed or has suspended trading.
    
 
                    PROCEDURES FOR TELEPHONE TRANSFERS
 
   
                    Owners may effect telephone transfers by calling the Annuity
                    & Variable Life Services Center.
    
 
                    The Company will take the following procedures to confirm
                    that instructions communicated by telephone are genuine.
                    Before a service representative accepts any request, the
                    caller will be asked for specific information to validate
                    the request. All calls will be recorded. All transactions
                    performed will be confirmed by the Company in writing. The
                    Company is not liable for any loss, cost or expense for
                    acting 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.
                    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")
 
26
<PAGE>
                    Certain tax withdrawal penalties and restrictions may apply
                    to surrenders and partial withdrawals from Contracts. (See
                    "Tax Matters.") 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 Account Fee; and
 
                     c. any applicable Contingent Deferred Sales Charge;
 
   
                    and, in the case of partial withdrawals: by the sum of 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;
 
                     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.
    
 
   
                    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.
 
                                                                              27
<PAGE>
                    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,
                    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.
 
                    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.
 
ANNUITY PROVISIONS
 
                    ANNUITY DATE; CHANGE IN ANNUITY DATE AND ANNUITY OPTION
 
                    The Contract Owner selects an Annuity Date at the time of
                    application or order to purchase.
 
                    The Contract Owner may, upon at least forty-five (45) 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 forty-five (45) 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
 
28
<PAGE>
                    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.
 
                    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.
 
                                                                              29
<PAGE>
                    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
                    page 19 of this Prospectus) and multiplying the result by
                    0.999919020, the daily factor to neutralize 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.
    
 
                    After the Annuity Date, the payee may, by written request to
                    the Annuity & Variable Life Services 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.
 
30
<PAGE>
   
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 Premium Payment is made. In
                    addition, all or part of the Owner's Annuity Account Value
                    may be transferred among Sub-Accounts available under the
                    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 or transferred out of 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.
 
                                                                              31
<PAGE>
   
                    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, five 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 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" above,
                    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 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, 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-
 
32
<PAGE>
                    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 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 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)
 
                                                                              33
<PAGE>
   
                    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, Bloomfield, CT, 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 and a member of the National
                    Association of Securities Dealers, 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.
    
 
   
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 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 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 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
 
34
<PAGE>
                    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.
 
                    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.
    
 
   
TAX MATTERS
    
   
                    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.
 
                                                                              35
<PAGE>
                    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.
 
                    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
 
36
<PAGE>
                    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.
 
                    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.
 
                                                                              37
<PAGE>
                    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.")
 
                    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
 
38
<PAGE>
                    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.
 
                    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
 
                                                                              39
<PAGE>
                    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.
 
   
FINANCIAL STATEMENTS
    
 
   
                    Audited financial statements of the Company as of and for
                    each of the three years in the period ended December 31,
                    1996 are included in the Statement of Additional
                    Information.
    
 
   
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.
    
 
40
<PAGE>
TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
 
A Statement of Additional Information which contains more details concerning
some subjects discussed in this Prospectus is available (at no cost) by calling
or writing the Annuity & Variable Life Services Center. 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
CALCULATION OF VARIABLE ACCOUNT VALUES..........           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
ACCOUNT INFORMATION.............................           7
DISTRIBUTION OF THE CONTRACTS...................           7
CUSTODY OF ASSETS...............................           7
HISTORICAL PERFORMANCE DATA.....................           8
  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
CIGNA Life Insurance Company....................          11
</TABLE>
    
 
                                                                              41
<PAGE>
   
                              PART B. STATEMENT OF
                             ADDITIONAL INFORMATION
    
<PAGE>
   
               PART B. STATEMENT OF ADDITIONAL INFORMATION NO. 1
    
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
 
                                 Issued through
 
                   CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
                                   Offered by
 
                          CIGNA LIFE INSURANCE COMPANY
 
   
<TABLE>
<S>                                             <C>
            Home Office Location:                         Lockbox Address: By Mail:
            900 Cottage Grove Road                       CIGNA Life Insurance Company
         Hartford, Connecticut 06152                            P.O. Box 30790
                                                              Hartford, CT 06150
                                 Telephone: (800) (552-9898)
 
               Mailing Address:                          Lockbox Address: By Courier:
          CIGNA Individual Insurance                     CIGNA Life Insurance Company
   Annuity & Variable Life Services Center                      c/o Fleet Bank
                Routing S-249                                  20 Church Street
       Hartford, Connecticut 06152-2249                       20th Floor, MSN275
                                                              Hartford, CT 06120
                                                             Attn: Lockbox 30790
</TABLE>
    
 
   
    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 May 1,
1997,  by  calling (800)  552-9898, or  by  writing to  Annuity &  Variable Life
Services  Center,  Routing  S-249,  CIGNA  Life  Insurance  Company,   Hartford,
Connecticut  06152-2249. 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.
 
   
May 1, 1997
    
 
                                       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
 
ACCOUNT INFORMATION........................................................................................           7
 
DISTRIBUTION OF THE CONTRACTS..............................................................................           7
 
CUSTODY OF ASSETS..........................................................................................           7
 
HISTORICAL PERFORMANCE DATA................................................................................           8
  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
  CIGNA Life Insurance Company.............................................................................          11
</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 Benefit 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 Annuity &  Variable
Life  Services 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
Annuity & Variable Life  Services 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
was set initially  at $10.00 for  the first Valuation  Period of the  particular
Variable  Account  Sub-Account.  The Variable  Account  commenced  operations on
January 22,  1996.  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 Variable Accumulation Unit
 
                                       3
<PAGE>
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 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  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)
                                                         INDEX   INDEX   INDEX RATE    (4)            ------
CONTRACT YEAR                                            RATE A  RATE B       B         N             (1+B)
- -------------------------------------------------------  ------  ------  -----------  -----        ------------
<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  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
 
                                       6
<PAGE>
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.
 
                              ACCOUNT INFORMATION
 
    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  Account
Sub-Account  Accumulation Account and the  applicable Accumulation Unit Value as
of the date of the report. 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 Annuity &  Variable Life Services  Center, the Company
will provide an Owner with information regarding fixed and variable accumulation
values.
 
                         DISTRIBUTION OF THE CONTRACTS
 
   
    The Contracts will  be sold  by licensed  insurance agents  in those  states
where  the  Contracts  may lawfully  be  sold.  Such agents  will  be registered
representatives of broker-dealers registered  under the Securities Exchange  Act
of  1934 who are members of the National Association of Securities Dealers, Inc.
(NASD).  The  Contracts   will  be  distributed   by  the  Company's   principal
underwriter,  CIGNA  Financial Advisors,  Inc. ("CFA"),  located at  900 Cottage
Grove Road, Bloomfield, CT 06002. CFA is a Connecticut corporation organized  in
1967,  and is  the principal  underwriter as  well for  Connecticut General Life
Insurance  Company's  registered  separate   accounts.  Commissions  and   other
distribution  compensation will be paid by the Company and will not be more than
7.00% of  Premium  Payments. The  Company  received $143.00  in  deferred  sales
charges  attributable to the  Variable Accounts portion  of the Contracts issued
pursuant to  CIGNA Variable  Annuity Separate  Account I  for the  period  ended
December 31, 1996.
    
 
   
    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 in the amount of $100,000,000.
 
                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA
 
   
    Historical  performance  data  as  of  December 31,  1996  for  each  of the
Sub-Accounts of the Separate Account follows in the Financial Statements.
    
 
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)] - 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) - 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) = 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  Edwin  L.  Kerr,  Counsel,  Individual
Insurance,  CIGNA Companies.  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,
1996  and 1995 and for each of the  three years in the period ended December 31,
1996 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. The
financial statements of  the Variable  Account as of  and for  the period  ended
December 31, 1996 are also included.
    
 
   
                           Financials to be Supplied
    
 
                                       10
<PAGE>
   
               PART B.  STATEMENT OF ADDITIONAL INFORMATION NO. 2
    
<PAGE>
                      STATEMENT OF ADDITIONAL INFORMATION
 
              FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACTS
 
                                 Issued through
 
                   CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
 
                                   Offered by
 
                          CIGNA LIFE INSURANCE COMPANY
 
   
<TABLE>
<S>                                            <C>
            Home Office Location                         Lockbox Address: By Mail:
           900 Cottage Grove Road                      CIGNA Life Insurance Company
         Hartford, Connecticut 06152                          P.O. Box 30790
                                                            Hartford, CT 06150
                                 Telephone: (800)(552-9898)
 
               Mailing Address                         Lockbox Address: By Courier:
         CIGNA Individual Insurance                    CIGNA Life Insurance Company
   Annuity & Variable Life Services Center                    c/o Fleet Bank
                Routing S-249                                20 Church Street
      Hartford, Connecticut 06152-2249                      20th Floor, MSN275
                                                            Hartford, CT 06120
                                                            Attn: Lockbox 30790
</TABLE>
    
 
   
    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 May 1,
1997,  by  calling (800)  552-9898, or  by  writing to  Annuity &  Variable Life
Services  Center,  Routing  S-249,  CIGNA  Life  Insurance  Company,   Hartford,
Connecticut  06152-2249. 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.
 
   
May 1, 1997
    
 
                                       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
 
ACCOUNT INFORMATION........................................................................................           7
 
DISTRIBUTION OF THE CONTRACTS..............................................................................           7
 
CUSTODY OF ASSETS..........................................................................................           7
 
HISTORICAL PERFORMANCE DATA................................................................................           8
  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
  CIGNA Life Insurance Company.............................................................................          11
</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.
    
 
                     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 Annuity &  Variable
Life  Services 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
Annuity & Variable Life  Services 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
was set initially  at $10.00 for  the first Valuation  Period of the  particular
Variable  Account  Sub-Account.  The Variable  Account  commenced  operations on
January 22,  1996.  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  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.
 
                                       3
<PAGE>
    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 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 .00003862644 (the  daily
equivalent  of  the current  charge of  1.40% on  an annual  basis) gives  a net
investment factor of 1.00239150756.  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
1.00239150756).
    
 
   
    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  $13.610508
[$13.579136   X  1.00239150756  (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.
    
 
   
    VARIABLE ANNUITY  PAYMENT  CALCULATION.   Assume  that  a  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
    
 
                                       4
<PAGE>
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  $50,000
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. 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................  $50,000
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....................................  $  53,965     0.963640   $    52,003   $  51,465   $  52,003    $   2,975   $  49,028
2....................................  $  58,247     0.993056   $    57,843   $  52,974   $  57,843    $   2,975   $  54,868
3....................................  $  62,872     1.000000   $    62,872   $  54,528   $  62,872    $   2,975   $  59,897
4....................................  $  67,867     1.004673   $    68,184   $  56,129   $  68,184    $   2,550   $   5,634
5....................................  $  73,261     1.000000   $    73,261   $  57,778   $  73,261    $   2,550   $  70,711
</TABLE>
    
 
                                       5
<PAGE>
                           ANNUITY VALUE CALCULATION
 
   
<TABLE>
<CAPTION>
CONTRACT YEAR                                 ANNUITY VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................        $50,000 X 1.08 - $35 = $53,965
2.............................        $53,965 X 1.08 - $35 = $58,247
3.............................        $58,247 X 1.08 - $35 = $62,872
4.............................        $62,872 X 1.08 - $35 = $67,867
5.............................        $67,867 X 1.08 - $35 = $73,261
</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              $   2,975
2.....................................................       0.07                      0.0595              $   2,975
3.....................................................       0.07                      0.0595              $   2,975
4.....................................................       0.06                      0.0510              $   2,550
5.....................................................       0.06                      0.0510              $   2,550
</TABLE>
    
 
                         MARKET VALUE ADJUSTMENT TABLES
                        INTEREST RATE FACTOR CALCULATION
 
   
<TABLE>
<CAPTION>
                                                                             (3)                       (5)
                                                          (1)     (2)     ADJUSTED                    (1+A)
                                                         INDEX   INDEX   INDEX RATE    (4)            ------
CONTRACT YEAR                                            RATE A  RATE B       B         N             (1+B)
- -------------------------------------------------------  ------  ------  -----------  -----        ------------
<S>                                                      <C>     <C>     <C>          <C>    <C>
1......................................................  7.50%   8.00%     8.50%       4             0.963640
2......................................................  7.50%   7.75%     7.75%       3             0.993056
3......................................................  7.50%   7.00%     7.50%       2             1.000000
4......................................................  7.50%   6.50%     7.00%       1             1.004673
5......................................................  7.50%     NA        NA        0                NA
</TABLE>
    
 
                           MINIMUM VALUE CALCULATION
 
   
<TABLE>
<CAPTION>
CONTRACT YEAR                                 MINIMUM VALUE
- ------------------------------  ------------------------------------------
<S>                             <C>
1.............................        $50,000 X 1.03 - $35 = $51,465
2.............................        $51,465 X 1.03 - $35 = $52,974
3.............................        $52,974 X 1.03 - $35 = $54,528
4.............................        $54,528 X 1.03 - $35 = $56,129
5.............................        $56,129 X 1.03 - $35 = $57,778
</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  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
 
                                       6
<PAGE>
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.
 
                              ACCOUNT INFORMATION
 
    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  Account
Sub-Account  Accumulation Account and the  applicable Accumulation Unit Value as
of the date of the report. 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 Annuity &  Variable Life Services  Center, the Company
will provide an Owner with information regarding fixed and variable accumulation
values.
 
                         DISTRIBUTION OF THE CONTRACTS
 
   
    The Contracts will  be sold  by licensed  insurance agents  in those  states
where  the  Contracts  may lawfully  be  sold.  Such agents  will  be registered
representatives of broker-dealers registered  under the Securities Exchange  Act
of  1934 who are members of the National Association of Securities Dealers, Inc.
(NASD).  The  Contracts   will  be  distributed   by  the  Company's   principal
underwriter,  CIGNA  Financial Advisors,  Inc. ("CFA"),  located at  900 Cottage
Grove Road, Bloomfield, CT 06002. CFA is a Connecticut corporation organized  in
1967,  and is  the principal  underwriter as  well for  Connecticut General Life
Insurance  Company's  registered  separate   accounts.  Commissions  and   other
distribution  compensation will be paid by the Company and will not be more than
7.00% of  Premium  Payments. The  Company  received $143.00  in  deferred  sales
charges  attributable to  the Variable Account  portion of  the Contracts issued
pursuant to  CIGNA Variable  Annuity Separate  Account I  for the  period  ended
December 31, 1996.
    
 
   
    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 in the amount of $100,000,000.
 
                                       7
<PAGE>
                          HISTORICAL PERFORMANCE DATA
 
   
    Historical  performance  data  as  of  December 31,  1996  for  each  of the
Sub-Accounts of the Separate Account follows in the Financial Statements.
    
 
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) - 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.
    
 
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) - 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 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.
 
                                       8
<PAGE>
    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.  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) = 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%.
 
    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.
 
                                       9
<PAGE>
    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  Edwin  L.  Kerr,  Counsel,  Individual
Insurance, CIGNA Companies.  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,
1996 and 1995 and for each of the  three years in the period ended December  31,
1996  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. The
financial  statements of  the Variable  Account as of  and for  the period ended
December 31, 1996 are also included.
    
 
   
                           Financials to be Supplied
    
 
                                       10
<PAGE>
                           PART C. OTHER INFORMATION
<PAGE>
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
 
   
    (a) Financial Statements (to be provided by amendment pursuant to Rule
485(b) under the Securities Act of 1933 in April 1997)
    
 
   
     (1) Registrant
    
 
   
        (A) Statements of Assets and Liabilities as of December 31, 1996 and
            December 31, 1995
    
 
   
        (B) Statement of Operations for the Periods (as defined in the financial
            statements) ended December 31, 1996.
    
 
   
        (C) Statement of Changes in Net Assets for the Periods (as defined in
            the financial statements) ended December 31, 1996.
    
 
     (2) Depositor
 
   
        (A) Consolidated Statements of Income and Retained Earnings for the
            Years Ended December 31, 1996, 1995 and 1994.
    
 
   
        (B) Consolidated Balance Sheets As of December 31, 1996 and 1995.
    
 
   
        (C) Consolidated Statements of Cash Flows for the Years Ended December
            31, 1996, 1995 and 1994.
    
 
    (b) Exhibits
 
     (1) Resolution of Board of Directors of CIGNA Life Insurance Company Dated
         As of October 11, 1994 Authorizing Establishment of Registrant**
 
     (2) Not Applicable
 
   
     (3) Form of Selling Agreement among CIGNA Life Insurance Company, CIGNA
         Financial Advisors, Inc. as principal underwriter, and selling
         dealers.*
    
 
   
     (4) (A)  Form of CIGNA Life Insurance Company Variable Annuity Contract
              Form Number AN 420, together with Optional Methods of Settlement
              Riders (Form Numbers AR 420 and AR 421).**
    
 
   
        (B)  Form of CIGNA Life Insurance Company Variable Annuity Contract Form
             Number AN 425.
    
 
   
     (5) (A)  Form of application or order to purchase Which May Be Used in
              Connection with the Contract Shown As Exhibit (4)(A), and Addendum
              (Form Numbers B10242 and B10243)**
    
 
   
        (B)  Shown As Exhibit (4), and Addendum (Form Numbers B10338).
    
 
   
     (6) (A)  Certificate of Incorporation (Charter) of CIGNA Life Insurance
              Company, as amended**
    
 
   
        (B)  By-Laws of CIGNA Life Insurance Company**
    
 
   
     (7) Not Applicable
    
 
   
     (8) Not Applicable
    
 
   
     (9) Opinion of Robert A. Picarello, Esq., Chief Counsel of CIGNA Life
         Insurance Company
    
 
   
    (10) (A)  Consent of Price Waterhouse LLP (to be added by amendment)
    
 
   
        (B)  Consent of Robert A. Picarello, Esq. (included in Exhibit 9)
    
 
   
        (C)  Consent of Edwin L. Kerr, Esq.
    
 
    (11) Not Applicable
 
   
    (12) Not Applicable
    
 
   
    (13) Schedules for Computation of Performance Data**
    
 
   
    (14) Not Applicable
    
 
   
    (15) Power of Attorney Authorizing Signature of Any and All Amendments to
         This Registration Statement
    
 
    *   Incorporated by reference to initial filing of this Form N-4
        Registration Statement (File No. 33-90984) made on April 6, 1995.
 
    **  Incorporated by reference to Pre-Effective Amendment No. 2 to this Form
        N-4 Registration Statement (File No. 33-90984) filed on August 23, 1995.
 
                                                                               1
<PAGE>
ITEM 25. DIRECTORS AND OFFICERS OF THE DEPOSITOR
 
    The principal business address of each of the directors and officers of
CIGNA Life Insurance Company (the "Company") is the company's Home Office, 900
Cottage Grove Road, Bloomfield, Connecticut. The mailing address is Hartford, CT
06152.
 
DIRECTORS AND OFFICERS OF DEPOSITOR
 
   
<TABLE>
<CAPTION>
NAME                                    POSITIONS AND OFFICES WITH DEPOSITOR
- --------------------  ------------------------------------------------------------------------
<S>                   <C>
Thomas C. Jones       President (Principal Executive Officer)
James T. Kohan        Vice President and Actuary (Principal Financial Officer)
Robert Moose          Vice President (Principal Accounting Officer)
David C. Kopp         Corporate Secretary
Andrew G. Helming     Secretary
Marcy F. Blender      Treasurer
Harold W. Albert      Director
Robert W. Burgess     Director
John G. Day           Director
H. Edward Hanway      Director and Chairman of the Board
Carol M. Olsen        Director
Arthur C. Reeds, III  Director
</TABLE>
    
 
ITEM 26.  PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
          REGISTRANT
 
    There follows a chart of persons controlled by or under common control with
the Depositor. The consolidated financial statements of the Depositor include
the accounts of the Depositor and its wholly-owned subsidiaries.
 
   
    Chart incorporated by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4 (File 33-83020), filed February 26, 1997.
    
 
ITEM 27.  NUMBER OF PURCHASERS
 
   
    As of December 31, 1996 there were 654 owners of the Contracts.
    
 
ITEM 28.  INDEMNIFICATION
 
   
    The answer to this Item 28 is incorporated by reference to Item 28 of
Post-Effective Amendment No. 6 to N-4 Registration Statement on Form N-4 (File
33-83020) filed on February 26, 1997.
    
 
ITEM 29.  PRINCIPAL UNDERWRITER
 
   
    The Registrant's principal underwriter is CIGNA Financial Advisors, Inc.
("CFA"), 900 Cottage Grove Road, Bloomfield, Connecticut (mailing address
Hartford, Connecticut 06152). CFA also acts as the general distributor for
variable annuity contracts and variable life insurance policies issued by the
Connecticut General Life Insurance Company. Deferred sales charges of $143.00
were paid on the variable portion of the Contracts during the year ended
December 31, 1995.
    
 
2
<PAGE>
DIRECTORS AND OFFICERS OF PRINCIPAL UNDERWRITER
 
   
<TABLE>
<CAPTION>
NAME                                    POSITIONS AND OFFICES WITH UNDERWRITER
- -----------------------  ---------------------------------------------------------------------
<S>                      <C>
Edward M. Berube         President and Director
Marc L. Preminger        Director
Karen E. Goldman         Director and Assistant Vice President
Michael D. Arnold        Vice President
Joy P. McConnell         Vice President
James F. Meehan          Vice President
Karen R. Matheson        Vice President
Peter R. Scanlon         Vice President
Allan P. Wick            Vice President and Treasurer
Robert A. Picarello      Chief Counsel and Assistant Secretary
H. Edward Cohen          Assistant Vice President
Robert B. Pinkham        Assistant Vice President
Therese M. Squillacote   Director of Compliance
David C. Kopp            Secretary
David A. Carlson         Assistant Secretary
David M. Porcello        Assistant Secretary
Pamela S. Williams       Assistant Secretary
Mary K. Cristino         Assistant Treasurer
Brian W. Villalobos      Assistant Treasurer
</TABLE>
    
 
ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS
 
    The records required to be maintained by Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated thereunder are
maintained by CIGNA Life Insurance Company at its Home Office at 900 Cottage
Grove Road, Bloomfield, Connecticut (mailing address Hartford, CT 06152).
 
ITEM 31.  MANAGEMENT SERVICES
 
    All management policies are discussed in Part A or Part B.
 
ITEM 32.  UNDERTAKINGS
 
    (a) Registrant undertakes that it will file a post effective amendment to
this registration statement under the Securities Act of 1933 as frequently as
necessary to ensure that the audited financial statements in the registration
statement are never more than 16 months old for so long as Premium Payments
under the Contracts may be accepted.
 
    (b) Registrant undertakes that it will include either (i) a postcard or
similar written communication affixed to or included in the Prospectus that the
applicant can remove to send for a Statement of Additional Information or (ii) a
space in the Contract application or order to purchase that an applicant can
check to request a Statement of Additional Information.
 
    (c) Registrant undertakes to deliver promptly, upon written or oral request
made to CIGNA Life Insurance Company at the address or phone number listed in
the Prospectus, any Statement of Additional Information and any financial
statements required by Form N-4 to be made available to applicants or contract
owners.
 
FEES AND CHARGES REPRESENTATION
 
    The Company represents that the fees and charges deducted under the
Contracts, in the aggregate, are reasonable in relation to the services
rendered, the expenses expected to be incurred, and the risks assumed by the
Company.
 
SECTION 403(b) REPRESENTATION
 
    Registrant represents that it is relying on a no-action letter dated
November 28, 1988, to the American Council of Life Insurance (Ref. No. IP-6-88),
regarding Sections 22(e), 27(c)(1) and 27(d) of the Investment Company Act of
1940, in connection with redeemability restrictions on Section 403(b) Contracts,
and that paragraphs numbered (1) through (4) of that letter will be complied
with.
 
                                                                               3
<PAGE>
   
                                   SIGNATURES
    
 
   
    As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has duly caused this Post-Effective Amendment No. 2 to its
Registration Statement on Form N-4 (File No. 33-90984) to be signed on its
behalf by the undersigned thereunto duly authorized, in the Town of Bloomfield
and State of Connecticut on the 25th day of February, 1997.
    
 
   
                                          CIGNA VARIABLE ANNUITY SEPARATE
                                          ACCOUNT I
                                          (Registrant)
    
 
   
                                          By         /s/ THOMAS C. JONES
    
                                            ------------------------------------
   
                                                      Thomas C. Jones
                                                         PRESIDENT
                                                CIGNA Life Insurance Company
    
 
   
                                          CIGNA LIFE INSURANCE COMPANY
                                          (Depositor)
    
 
   
                                          By         /s/ THOMAS C. JONES
    
                                            ------------------------------------
   
                                                      Thomas C. Jones
                                                         PRESIDENT
    
<PAGE>
   
    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to this Registration Statement (File No.
33-90984) has been signed below by the following persons on February 25, 1997 in
the capacities indicated:
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                                   TITLE
- ------------------------------------------------------  ---------------------------------------------------------
<C>                                                     <S>
 
                 /s/ THOMAS C. JONES
     -------------------------------------------        President (Principal Executive Officer)
                   Thomas C. Jones
 
              /s/ DAVID C. SCHEINERMAN*
     -------------------------------------------        Senior Vice President and Actuary (Principal Financial
                 David C. Scheinerman                    Officer)
 
                  /s/ ROBERT MOOSE*
     -------------------------------------------        Vice President (Principal Accounting Officer)
                     Robert Moose
 
                /s/ HAROLD W. ALBERT*
     -------------------------------------------        Director
                   Harold W. Albert
 
                /s/ ROBERT W. BURGESS*
     -------------------------------------------        Director
                  Robert W. Burgess
 
                   /s/ JOHN G. DAY*
     -------------------------------------------        Director
                     John G. Day
 
                /s/ H. EDWARD HANWAY*
     -------------------------------------------        Director
                   H. Edward Hanway
 
                 /s/ CAROL M. OLSEN*
     -------------------------------------------        Director
                    Carol M. Olsen
 
                /s/ MARC L. PREMINGER*
     -------------------------------------------        Director
                  Marc L. Preminger
 
              /s/ ARTHUR C. REEDS, III*
     -------------------------------------------        Director
                 Arthur C. Reeds, III
 
           *By     /s/ ROBERT A. PICARELLO
         ---------------------------------------
                 Robert A. Picarello
                   ATTORNEY-IN-FACT
            (A Majority of the Directors)
</TABLE>
    

<PAGE>

                          CIGNA LIFE INSURANCE COMPANY
            A Stock Company        Home Office Location: 900 Cottage Grove Road
                                                         Bloomfield, Connecticut
          MAILING ADDRESS: CIGNA INDIVIDUAL INSURANCE
                           ANNUITY & VARIABLE LIFE SERVICE CENTER - ROUTING S249
                           HARTFORD, CT  06152-2249



The Company agrees with the Owner to provide the benefits in this contract.

RIGHT TO EXAMINE CONTRACT.  The contract may be returned to the individual
through whom it was purchased or to the Company within 10 days after its receipt
(20 days after its receipt where required by law for a contract issued in
replacement of another contract).  If the contract is so returned, it will be
deemed void from the Date of Issue, and the Company will refund the Premium
Payment(s) as provided plus or minus any investment gains or losses under the
contract as of the date the returned contract is received by the Company, unless
required otherwise by law.

The contract is issued and accepted subject to the terms set forth on this page
and on the following pages which are made a part of the contract.  In
consideration of the Premium Payment(s) as provided, this contract is executed
by CIGNA Life Insurance Company as of its Date of Issue.

                                             /s/ Thomas G. Jones
                                                  PRESIDENT

     Registrar


PAYMENTS AND VALUES BASED ON THE FIXED ACCOUNT ARE SUBJECT TO A MARKET VALUE
ADJUSTMENT FORMULA, THE OPERATION OF WHICH MAY RESULT IN UPWARD OR DOWNWARD
ADJUSTMENTS IN AMOUNTS PAYABLE TO THE OWNER, INCLUDING WITHDRAWALS AND
TRANSFERS.  PAYMENTS MADE FROM THE FIXED ACCOUNT PURSUANT TO AN ELECTION WHICH
BECOMES EFFECTIVE AT THE END OF A GUARANTEED PERIOD AND PAYMENTS MADE UNDER THE
"ANNUITY BENEFIT" PROVISIONS ARE NOT SUBJECT TO THE MARKET VALUE ADJUSTMENT.
PAYMENTS MADE UNDER THE "DEATH BENEFIT" PROVISIONS ARE NOT SUBJECT TO ANY MARKET
VALUE ADJUSTMENT.

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT WHEN BASED ON THE INVESTMENT
EXPERIENCE OF THE VARIABLE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO
DOLLAR AMOUNT.

USE OF CONTRACT.  This contract is available for retirement and deferred
compensation plans some of which may qualify for special tax treatment under
various sections of the Internal Revenue Code.



               FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY CONTRACT
              WITH FIXED AND VARIABLE ACCOUNTS - NON-PARTICIPATING

           THIS IS A LEGAL CONTRACT BETWEEN THE OWNER AND THE COMPANY
                          READ YOUR CONTRACT CAREFULLY.

<PAGE>

                                TABLE OF CONTENTS

CONTRACT SPECIFICATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .  5

SCHEDULE OF CHARGES, EXPENSES AND FEES . . . . . . . . . . . . . . . . . . .  7

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9

PREMIUM PAYMENT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . 10
     Premium Payments                                                           
     Allocation of Premium Payments                                             
     Annuity Account Continuation                                               
     Minimum Value Requirements                                                 

OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS . . . . . . . . . . . . . . 11
     Owner                                                                      
     Rights of Owner                                                            
     Transfer of Ownership                                                      
     Assignment                                                                 
     Beneficiary                                                                
     Change of Beneficiary                                                      

FIXED AND VARIABLE ACCOUNTS PROVISIONS . . . . . . . . . . . . . . . . . . . 12
     Fixed Account and Sub-Accounts
     Variable Account and Sub-Accounts
     Investment Risk
     Investments of the Variable Account Sub-Accounts
     Substituted Securities

CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS. . . . . . . . . . . . 13
     Part A - Fixed Account Value
              Guaranteed Periods
              Guaranteed Interest Rates
              Fixed Accumulation Value
              Minimum Surrender Value
     Part B - Variable Account Value
              Acquisition and Redemption of Variable Accumulation Units
              Variable Accumulation Unit Value
              Variable Accumulation Value
              Net Investment Factor
     Part C - General
              Annuity Account
              Transfer Privilege
              Annuity Account Fee

CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET VALUE 
ADJUSTMENT PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
     Cash Withdrawals
     Withdrawal Charges
     Market Value Adjustment

AN425                                                                          2

<PAGE>

                          TABLE OF CONTENTS (CONTINUED)


PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS . . . . . . 18
     Penalty-Free Partial Withdrawals or Transfers
     Full or Partial Withdrawals and Transfers at the End of a 
       Guaranteed Period
     Waiver of Withdrawal Charge and Market Value Adjustment on 
       Death or Annuity Date
     Penalty-Free Annuitization

BENEFIT PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
     Annuity Benefit
     Annuity Date
     Election and Effective Date of Election with Respect to Annuity Benefit
     Determination of Amount
     Income Payment Benefits
     Death Benefit
     Election and Effective Date of Election with Respect to Death Benefit
     Payment of Death Benefit
     Amount of Death Benefit


GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     The Contract
     Modification of Contract
     Non-Participation
     Loans
     Determination of Values
     Endorsement of Income Payments
     Misstatement of Age
     Claims of Creditors
     Periodic Reports

Followed by Optional Methods of Settlement and any Riders

Note:  Pages 4, 6 and 8 are intentionally "blank."

AN425                                                                          3
<PAGE>

                             CONTRACT SPECIFICATIONS

ANNUITANT(S)  JOHN DOE                       SPECIMEN   CONTRACT NUMBER

AGE AT ISSUE  35                      JANUARY 1, 1997   DATE OF ISSUE

                                      JANUARY 1, 2027   ANNUITY DATE

- --------------------------------------------------------------------------------
                           [ACCRU 2 VARIABLE ANNUITY]
FORM                BENEFIT                                    INITIAL PREMIUM
                                                                   PAYMENT

AN425  FLEXIBLE PAYMENT DEFERRED VARIABLE ANNUITY                  $50,000
       WITH FIXED AND VARIABLE ACCOUNTS

       INITIAL PREMIUM PAYMENT ALLOCATION

                                                                     PERCENTAGE

       FIXED ACCOUNT - SUB-ACCOUNTS
            PERCENTAGE ADJUSTMENT TO INDEX RATE "B":  .50%

          INITIAL GUARANTEED PERIOD/INTEREST RATE     1/YEAR /4.55%          10%
          INITIAL GUARANTEED PERIOD/INTEREST RATE     5/YEARS/6.40%           0%
          INITIAL GUARANTEED PERIOD/INTEREST RATE    10/YEARS/6.90%           0%


       VARIABLE ACCOUNT - SUB-ACCOUNTS (FUNDS)

       ALGER AMERICAN FUND
          ALGER AMERICAN GROWTH PORTFOLIO                                    10%
          ALGER AMERICAN LEVERAGE ALLCAP PORTFOLIO                            0%
          ALGER AMERICAN MIDCAP GROWTH PORTFOLIO                              0%
          ALGER AMERICAN SMALL CAPITALIZATION PORTFOLIO                       0%

       FIDELITY INVESTMENTS
        VARIABLE INSURANCE PRODUCTS FUND
          FIDELITY HIGH INCOME PORTFOLIO                                     10%
          FIDELITY EQUITY-INCOME PORTFOLIO                                   10%
          FIDELITY OVERSEAS PORTFOLIO                                         0%
        VARIABLE INSURANCE PRODUCTS FUND II
          FIDELITY INVESTMENT GRADE BONDS PORTFOLIO                           0%
          FIDELITY CONTRA FUND PORTFOLIO                                      0%
        VARIABLE INSURANCE PRODUCTS FUND III
          FIDELITY GROWTH OPPORTUNITIES PORTFOLIO                             0%

       MFS VARIABLE INSURANCE TRUST
          MFS TOTAL RETURN SERIES                                             0%
          MFS UTILITIES SERIES                                               10%
          MFS EMERGING GROWTH SERIES                                          0%
          MFS RESEARCH SERIES                                                 0%
          MFS GROWTH WITH INCOME SERIES                                      10%

(Continued on Page 5.1)

AN425                                                                          5

<PAGE>

                       CONTRACT SPECIFICATIONS (CONTINUED)

ANNUITANT(S)  JOHN DOE                       SPECIMEN   CONTRACT NUMBER

AGE AT ISSUE  35                      JANUARY 1, 1997   DATE OF ISSUE

                                      JANUARY 1, 2027   ANNUITY DATE

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

       NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST ("AMT")
          AMT PARTNERS PORTFOLIO                                              0%
          AMT LIMITED MATURITY BOND PORTFOLIO                                10%

       OCC ACCUMULATION TRUST
          OCC GLOBAL EQUITY PORTFOLIO                                        10%
          OCC MANAGED PORTFOLIO                                              10%
          OCC SMALL CAP PORTFOLIO                                             0%

       CIGNA VARIABLE PRODUCTS GROUP
          CIGNA VARIABLE PRODUCTS MONEY MARKET FUND                          10%

       TOTAL                                                                100%



LIMITATIONS ON TRANSFERS FROM FIXED ACCOUNT:  IN EACH CONTRACT YEAR, AN OWNER IS
ALLOWED TO MAKE ONE OR MORE TRANSFERS FROM EACH SUB-ACCOUNT, AND THE AMOUNT(S)
TRANSFERRED IN AGGREGATE MAY NOT EXCEED MORE THAN [15%] OF THE THEN CURRENT
VALUE OF THE APPLICABLE SUB-ACCOUNT(S).

THIS CONTRACT IS FOR USE WITH "CG VARIABLE ANNUITY SEPARATE ACCOUNT II"; A CIGNA
LIFE INSURANCE COMPANY SEPARATE INVESTMENT ACCOUNT WHICH WAS ESTABLISHED ON
JANUARY 25, 1994.



OWNER: THE ANNUITANT

BENEFICIARY: THE PERSON(S) DESIGNATED BY THE OWNER AND RECORDED BY THE
     COMPANY

MINIMUM SUBSEQUENT PREMIUM PAYMENTS:

     $2,000 PER FIXED ACCOUNT GUARANTEED PERIOD
     $100 PER VARIABLE ACCOUNT SUB-ACCOUNT


AN425                                                                         5A

<PAGE>

                     SCHEDULE OF CHARGES, EXPENSES AND FEES

ANNUITY ACCOUNT FEE:  The Annuity Account Fee is $35 per Contract Year and will
be deducted on the last Valuation Date of each Contract Year.  The Annuity
Account Fee, however, will be waived for any Contract Year for which the Annuity
Account Value equals or exceeds $100,000 as of the last Valuation Date of such
Contract Year.

WITHDRAWAL CHARGES:  The Withdrawal charges applicable under this contract are
as follows.

 Withdrawal Charge              
  Against Premium                            Year
 Payment Withdrawn                        Applicable
 -----------------                        ----------
      [7%]          During 1st year since Premium Payment Accepted
      [7%]          During 2nd year since Premium Payment Accepted
      [7%]          During 3rd year since Premium Payment Accepted
      [6%]          During 4th year since Premium Payment Accepted
      [6%]          During 5th year since Premium Payment Accepted
      [5%]          During 6th year since Premium Payment Accepted
      [4%]          During 7th year since Premium Payment Accepted
      [0%]            Thereafter

Each Subsequent Premium Payment will be subject to its own 7-year period.

Any Withdrawal from the Fixed Account prior to the end of a Guaranteed Period
may also be subject to a Market Value Adjustment as described on page 17 which
may increase, decrease, or have no effect on the applicable account value(s).  A
Market Value Adjustment would not apply to a withdrawal effective at the end of
a Guaranteed Period.

PENALTY-FREE PARTIAL WITHDRAWAL CHARGES: The Withdrawal charges are not
applicable to certain partial withdrawals of 15% or less of Premium Payments
annually (see page 18).  Withdrawal charges and a Market Value Adjustment are
not applicable to annuitization of the contract at any time.  Withdrawal charges
and a Market Value Adjustment are not applicable to payment of the Death
Benefit.  (See "Penalty-Free Withdrawals, Transfers and Annuitization
Provisions.")

ASSET CHARGES:  The Company imposes a mortality and expense ("M&E") risk charge
and an administrative expense charge, each of which is calculated as a
percentage of asset value of each Variable Account Sub-Account, to cover
mortality and expense risk and other administrative costs.  The percentages
applied to asset value to determine these charges are the Daily M&E Rate and the
Daily Administrative Rate.  These charges are deducted from each Variable
Account Sub-Account by reducing the Variable Accumulation Unit Value at the end
of each Valuation Period.  The Daily M&E Rate is equal to the daily rate
equivalent of the annual rate of [1.25%] and the Daily Administrative Rate is
equal to the daily rate equivalent of the annual rate of [0.15%].

In addition, Daily Fund Operating Expenses will be applied by each Fund as a
percent of the daily fund balance as set forth in the prospectus for the
applicable Fund(s).


AN425                                                                          7

<PAGE>

               SCHEDULE OF CHARGES, EXPENSES AND FEES (CONTINUED)

TAXES:  Premium tax equivalents (including any related retaliatory taxes), if
any, and any other taxes due under this contract will be deducted if applicable.
It is currently the Company's practice to deduct such taxes, if any, at the time
the Annuity Account Value, or any portion thereof, becomes payable. (Refer to
Definition of "Annuity Account Value".)


AN425                                                                        7.1

<PAGE>

                                   DEFINITIONS

ACCUMULATION PERIOD.  The period from the Date of Issue 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.

ANNUITANT(S).  The person or persons on whose life the first Income Payment is
to be made.  The Annuitant(s) on the Date of Issue is/are the person(s)
designated in the Contract Specifications and will remain the Annuitant(s) under
the contract unless the Owner exercises the right to change the Annuitant(s) as
set forth in the "Rights of Owner" provision. If prior to the Annuity Date, the
Annuitant predeceases the Owner, the Owner will then become the Annuitant until
such time as the Owner exercises the right to designate a new Annuitant as set
forth in the "Rights of Owner" provision.  (Provided that the Contract Owner is
a natural person.)  If joint Annuitants are named and if one of the Annuitants
predeceases the Owner prior to the Annuity Date, the contract will thereupon
become an annuity contract on the surviving Annuitant until such time that the
Owner exercises the right to designate another joint Annuitant as set forth in
the "Rights of Owner" provision.)  A request for change of Annuitant(s) must be
in writing to the Company at its Annuity & Variable Life Service Center's
Mailing Address and will not take effect until recorded by the Company.

ANNUITY ACCOUNT.  The account which is comprised of the Fixed and Variable
Accounts with respect to this contract.

ANNUITY ACCOUNT VALUE.  The account value which at any time equals the sum of
all the then current values of the Fixed and Variable Accounts with respect to
this contract.  Applicable premium taxes, if any, will be deducted when the
Annuity Account Value amount to be applied under the Annuity Benefit, Death
Benefit, Cash Withdrawals or Penalty-Free Withdrawal and Annuitization
provisions is determined.

ANNUITY DATE.  The date on which Income Payments begin upon annuitization of the
contract.

CONTRACT YEARS AND CONTRACT ANNIVERSARIES.  All Contract Years and Contract
Anniversaries are 12-month periods measured from the Date of Issue.

DAILY M&E RATE.  The rate applied by the Company as a percentage of each
Variable Account Sub-Account's asset value to determine the M&E charge for its
assumption of mortality and expense risks for a 24-hour period.

DATE OF ISSUE.  The date on which the contract becomes effective.

DUE PROOF OF DEATH.  An original certified copy  of an official death
certificate, an original certified copy of a decree of a court of competent
jurisdiction as to the finding of death, or any other proof of death
satisfactory to the Company.

EXPIRATION DATE(S).  The date(s) on which Guaranteed Period(s), if any, end.

FIXED ACCOUNT.  The term "Fixed Account" under this contract means all Sub-
Account(s) associated with Guaranteed Period(s) and Guaranteed Interest Rate(s).
Fixed Account assets are general assets of the Company and are distinguishable
from those allocated to a separate account of the Company.

FUND(S).  The Variable Account Sub-Accounts in which Premium Payments, or
Transfers in accordance with the "Transfer Privilege" provision, may be
invested.

GUARANTEED PERIOD.  The Guaranteed Period is the period for which interest, at
either an initial or subsequent Guaranteed Interest Rate will be credited to an
amount under a Fixed Account Sub-Account.

HOME OFFICE.  The term "Home Office" means CIGNA Life Insurance Company, the
mailing address of which for this contract is CIGNA Individual Insurance,
Annuity & Variable Life Service Center, Routing S249, Hartford, Connecticut
06152-2249.


AN425                                                                          9

<PAGE>

                             DEFINITIONS (CONTINUED)

IN WRITING.  The term "in writing" means in a written form satisfactory to the
Company and received by the Company at its Annuity & Variable Life Service
Center's Mailing Address.

INCOME PAYMENTS.  Income Payments are the amounts payable under this contract as
determined by the settlement options provisions of the contract.

PAYOUT PERIOD. The period during which Income Payments are made under this
contract.

SEC.  The Securities and Exchange Commission.

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.

VALUATION DATE.  Any day on which the New York Stock Exchange ("NYSE") is open
for business, except a day during which trading on the NYSE is restricted or on
which an emergency exists as a result of which the valuation or disposal of
securities is not reasonably practicable.

VALUATION PERIOD.  The period beginning immediately after the close of business
on a Valuation Date and ending at the close of business on the next Valuation
Date.

VARIABLE ACCOUNT.  The term "Variable Account" under this contract means all
Sub-Account(s) associated with investments in the Fund(s).  Variable Account
assets are separate account assets of the Company, the investment performance of
which is kept separate from that of the general assets of the Company and are
not chargeable with general liabilities of the Company.

VARIABLE ANNUITY UNITS.  A unit of measure used in the calculation of the value
of the variable portion of the Annuity Account during the Payout Period.

VARIABLE ACCUMULATION UNIT.  A unit of measure used in the calculation of the
value of the variable portion of the Annuity Account before the Payout Period.

                           PREMIUM PAYMENT PROVISIONS

PREMIUM PAYMENTS.  Premium Payments are payable to the Company at its Annuity &
Variable Life Service Center's Mailing Address (or its lockbox address) or to an
authorized agent of the Company.  A Company receipt will be furnished upon
request.  The Initial Premium Payment is the amount paid to the Company as
consideration for the benefits provided under the contract on the Date of Issue.
Subsequent Premium Payments may be paid to the Company from time to time after
the Date of Issue and prior to the Annuity Date.  The Company will not accept
any Premium Payment which is less than the minimum amount requirement then in
effect as determined by the Company.  In addition, the prior approval of the
Company is required before it will accept a Premium Payment in excess of the
maximum amount limit then in effect as determined by the Company.  All Premium
Payments must meet the allocation requirements specified under the "Allocation
of Premium Payments" provision.  The payment of any amount under the contract
which is derived, all or in part, from any Premium Payments made by check or
draft may be postponed until such check or draft has been honored by the
financial institution upon which it is drawn.

The Initial Premium Payment attributable to the contract is shown on the
Contract Specifications page.

ALLOCATION OF PREMIUM PAYMENTS.  Upon receipt by the Company at its Annuity &
Variable Life Service Center's Mailing Address, each Premium Payment will be
added to the Annuity Account established under the contract.  The Annuity
Account is described under the "Annuity Account" provision and is comprised of
Fixed Account Sub-Account(s) and Variable Account Sub-Account(s).  The Initial
Premium Payment will be allocated to one or more such Sub-Accounts in accordance
with the allocation percentages specified by the Owner and shown in the Contract
Specifications, provided such allocations to Fixed and/or Variable Accounts
conform to the Company's minimum deposit requirements in effect as of the Date
of Issue.


AN425                                                                         10

<PAGE>

                     PREMIUM PAYMENT PROVISIONS (CONTINUED)

Subsequent Premium Payments will be allocated as directed by the Owner.  If no
direction is given, the allocation percentages will be that which has been most
recently directed for payments by the Owner.  If a portion of the most recent
previous Premium Payment was allocated to the Fixed Account and the allocation
percentages when applied to a Subsequent Premium Payment does not produce an
amount which meets the Fixed Account minimum requirements, the Company will
promptly seek further instructions from the Owner regarding allocation of the
premium or otherwise return the applicable portion of such Premium Payment as
provided by law.

ANNUITY ACCOUNT CONTINUATION.  The Annuity Account shall be continued
automatically in full force from the Date of Issue until the Annuity Date or
until the contract is surrendered or annuitized, the Death Benefit is paid, or
the Annuity Account Value no longer meets the requirements specified in the
"Minimum Value Requirements" provision, whichever occurs first.

MINIMUM VALUE REQUIREMENTS.  If no Premium Payments have been made for three
consecutive years and the Annuity Account Value decreases to less than $1,000
during that period, or if any partial withdrawal decreases the Annuity Account
Value to less than $1,000, the Company reserves the right to cancel the contract
and pay to the Owner an adjusted value of the Annuity Account as would be
calculated under the "Determination of Amount" provision.  The Company will,
however, provide at least 30 days advance notice to the Owner of its intended
action.  During the notification period an additional Premium Payment may be
made to meet the minimum value requirements.

                OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS

OWNER. The Owner on the Date of Issue will be the person designated in the
Contract Specifications. If no Owner is designated, the Annuitant(s) will be the
Owner.

RIGHTS OF OWNER. The Owner may exercise all rights and privileges under the
contract including the right to: (a) agree with the Company to any change in or
amendment to the contract, (b) transfer all rights and privileges to another
person, (c) change the Beneficiary, (d) change the Annuitant(s) any time prior
to the Annuity Date or name a new Annuitant if the Annuitant, or one of the
Annuitants named under a joint life annuity, predeceases the Owner, (e) name the
payee to whom Income Payments are to be directed, and (f) assign the contract.

All rights and privileges of the Owner may be exercised without the consent of
any designated transferee, or any Beneficiary if the Owner has reserved the
right to change the Beneficiary. All such rights and privileges, however, may be
exercised only with the consent of any assignee on record with the Company.

TRANSFER OF OWNERSHIP.  The Owner may transfer all rights and privileges of the
Owner. On the effective date of transfer, (a) the transferee will become the
Owner and will have all the rights and privileges of the Owner, and (b) the
amount of Death Benefit applicable under the contract will change as set forth
under the "Amount of Death Benefit" provision.  The Owner may revoke any
transfer prior to its effective date.

Unless provided otherwise, a transfer will not affect the interest of any
Beneficiary designated prior to the effective date of the transfer.

A transfer of Ownership, or a revocation of transfer, must be in writing to the
Company at its Annuity & Variable Life Service Center's Mailing Address.  A
transfer or a revocation will not take effect until recorded in writing by the
Company at its Annuity & Variable Life Service Center's Mailing Address. When a
transfer or revocation has been so recorded, it will take effect as of the
effective date specified by the Owner. Any payment made or any action taken or
allowed by the Company before the transfer or the revocation is recorded will be
without prejudice to the Company.

ASSIGNMENT. The Company will not be affected by any assignment of the contract
until the original assignment or a certified copy of the assignment is filed
with the Company at its Annuity & Variable Life Service Center's Mailing
Address.


AN425                                                                         11

<PAGE>

          OWNERSHIP, ASSIGNMENT AND BENEFICIARY PROVISIONS (CONTINUED)

The Company does not assume responsibility for the validity or sufficiency of
any assignment.  An assignment of the contract will operate so long as the
assignment remains in force.

To the extent provided under the terms of the assignment, an assignment will
transfer the interest of any designated transferee or of any Beneficiary if the
Owner has reserved the right to change the Beneficiary.

BENEFICIARY. The Beneficiary is the person who has the right to receive the
Death Benefit set forth in the contract and, for Non-Qualified Contracts, who is
the "designated beneficiary" for purposes of Section 72(s) of the Internal
Revenue Code in the event of the Owner's death.  The Beneficiary on the Date of
Issue will be the person designated in the Contract Specifications.

Unless provided otherwise, the interest of any Beneficiary who dies before the
Owner will vest in the Owner or the Owner's administrators or assigns.

CHANGE OF BENEFICIARY.  A new Beneficiary may be designated from time to time. A
request for change of Beneficiary must be in writing to the Company at its
Annuity & Variable Life Service Center's Mailing Address. The request must be
signed by the Owner. The request must also be signed by the Beneficiary if the
right to change the Beneficiary has not been reserved to the Owner.

A change of Beneficiary will not take effect until recorded by the Company. When
a change of Beneficiary has been so recorded, whether or not the Owner is then
alive, it will take effect as of the date the request was signed. Any payment
made or any action taken or allowed by the Company before the change of
Beneficiary is recorded will be without prejudice to the Company.

Unless provided otherwise, the right to change any Beneficiary is reserved to
the Owner.

                     FIXED AND VARIABLE ACCOUNTS PROVISIONS

FIXED ACCOUNT AND SUB-ACCOUNTS.  Fixed Account assets are general assets of the
Company and are distinguishable from those allocated to a separate account of
the Company.  Any portion of Premium Payments allocated by the Owner to a Fixed
Account Sub-Account will become part of the Fixed Account.

VARIABLE ACCOUNT AND SUB-ACCOUNTS.  The Variable Account to which the variable
accumulation values, if any, under this contract relate is shown in the Contract
Specifications.  It was established pursuant to a resolution of its Board of
Directors as a "separate account" under governing law of Connecticut, the
Company's state of domicile, and registered as a unit investment trust under the
1940 Act.  Under Connecticut law, the Variable Account assets (except assets in
excess of its reserves and other contract liabilities) cannot be charged with
the general liabilities from any other business of the Company and the income,
gains or losses from the Variable Account assets are credited or charged against
the Variable Account without regard to the income, gains or losses of the
Company.  The Variable Account assets are owned and controlled exclusively by
the Company, and the Company is not a trustee with respect to those assets.

The Variable Account is divided into Sub-Accounts.  Each Variable Account Sub-
Account's assets are invested in shares of a particular Fund made available as a
funding vehicle under this contract.  For each Variable Account Sub-Account, the
Company maintains Variable Accumulation Units whose values reflect the
investment performance of the Fund whose shares are held in that Sub-Account.

Subject to any vote by persons having the right under the 1940 Act to vote
thereon, the Company may elect to operate the Variable Account as a management
company rather than a unit investment trust under the 1940 Act, or, if
registration is no longer required, to deregister the Variable Account.  In such
event, the Company may endorse this contract to reflect such change and any
necessary or appropriate action taken to effect the change.  Any changes in
Variable Account investment policy shall have been approved by the Connecticut
Insurance Commissioner and approved or filed, as required, in the state or other
jurisdiction where this policy was issued.


AN425                                                                         12

<PAGE>

               FIXED AND VARIABLE ACCOUNTS PROVISIONS (CONTINUED)

INVESTMENT RISK.  Each Variable Account Sub-Account's assets are always fully
invested in the shares of the particular Fund purchased for that Sub-Account.
Each Variable Account Sub-Account's investment performance reflects the
investment performance of the Fund.  Fund share values fluctuate, reflecting the
risks of changing economic conditions and the ability of a Fund's investment
advisor or sub-adviser to manage that Fund and anticipate changes in economic
conditions.   As to the Variable Account assets, the Owner bears the entire
investment risk of gain or loss. 

INVESTMENTS OF THE VARIABLE ACCOUNT SUB-ACCOUNTS.  All amounts allocated to a
Variable Account Sub-Account will be used to purchase shares of a specific Fund.
The Funds available on the Date of Issue are shown in the Contract
Specifications; more may be subsequently added.  The Fund is an open-end
management investment company registered under the Investment Company Act of
1940.  Any and all distributions made by the Fund(s) will be reinvested to
purchase additional shares of that Fund at net asset value.  Deductions from the
Variable Account Sub-Accounts will, in effect, be made by redeeming a number of
Fund shares at net asset value equal in total value to the amount to be
deducted.  Assets of Variable Account Sub-Accounts will be fully invested in
Fund shares at all times.

SUBSTITUTED SECURITIES. Shares corresponding to a particular Fund may not always
be available for purchase or the Company may decide that further investment in
such Fund is no longer appropriate in view of the purposes of the Variable
Account, or in view of legal, regulatory or federal income tax restrictions.  In
such event, shares of another registered open-end investment company or unit
investment trust may be substituted both for Fund shares already purchased
and/or as the securities to be purchased in the future, provided that these
substitutions meet applicable Internal Revenue Service diversification
guidelines and have been approved by the Securities and Exchange Commission and
such other regulatory authorities as may be necessary.  In the event of any
substitution pursuant to this provision, the Company may make appropriate
endorsement(s) to this contract to reflect the substitution.

              CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS

PART A - FIXED ACCOUNT VALUE

GUARANTEED PERIODS.  The Initial Guaranteed Period(s), if any, are selected by
the Owner and are shown in the Contract Specifications.  The duration of the
Initial Guaranteed Period(s) will affect the Initial Guaranteed Interest
Rate(s).  Any Premium Payment or the portion thereof (or amount transferred in
accordance with the "Transfer Privilege" provision described below) allocated to
a particular Guaranteed Period will earn interest at the specified Guaranteed
Interest Rate during the Guaranteed Period.  Initial 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 Expiration Date for each duration
selected.

Any portion of the Annuity Account Value comprising a particular Fixed Account
Sub-Account (including interest earned thereon) will be referred to in this
contract as the "Guaranteed Period Amount."  As a result of renewals, Subsequent
Payments, and transfers of portions of the Annuity Account Value, Guaranteed
Amounts for Guaranteed Periods of the same duration may have different
Expiration Dates, and each Guaranteed Period Amount will be treated separately
for purposes of determining any Market Value Adjustment.

The Company will send written notice to the Owner by ordinary mail to the most
recent address in the Company's records about the upcoming expiration of a
Guaranteed Period with respect to a Fixed Account Sub-Account at least 60 days
prior to the Expiration Date of such Guaranteed Period.  A subsequent Guaranteed
Period of the same duration will begin automatically at the end of the previous
Guaranteed Period unless the Company receives, in writing at its Annuity &
Variable Life Service Center's Mailing Address within the 60-day period
immediately preceding the end of such Guaranteed Period, an election by the
Owner of a different Guaranteed Period from among those being offered by the
Company at such time, or instructions to transfer all or a portion of the
applicable Guaranteed Period Amount to one or more Fixed Account or Variable
Account Sub-Accounts in accordance with the "Transfer Privilege" provision.


AN425                                                                         13

<PAGE>

        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

GUARANTEED INTEREST RATES.  The Company will establish the applicable Guaranteed
Interest Rate that will be used to determine the interest with respect to a
Fixed Account Sub-Account for each Guaranteed Period at the beginning of the
Guaranteed Period.  This rate will be guaranteed for the duration of the
applicable Guaranteed Period.  The Initial or Subsequent Guaranteed Interest
Rate will never be less than 3% per year, compounded annually.  Subsequent
Guaranteed Interest Rate(s) will also be determined at the beginning of
Guaranteed Period(s) and may be higher or lower than the previous rate, but will
never be less than 3% per year, compounded annually.  (See "Minimum Surrender
Value" provision.)

FIXED ACCUMULATION VALUE.  Upon receipt of a Premium Payment by the Company at
its Annuity & Variable Life Service Center's Mailing Address, all or that
portion, if any, of the Premium Payment which is allocated to the Fixed Account
will be credited to the Fixed Account and allocated to the Fixed Account Sub-
Accounts selected by the Owner.  The Fixed Accumulation Value, if any, at any
time, is equal to the sum of the then current values of all Guaranteed Period
Amounts with respect to this contract.

MINIMUM SURRENDER VALUE.  The Minimum Surrender Value for the Fixed Account for
a given contract year is the Premium Payment(s), or portion thereof, and
transfers allocated to the Fixed Account accumulated at 3% per year, compounded
annually, less the deduction of the applicable withdrawal charge(s), any prior
withdrawals or transfers out of the Fixed Account, premium taxes, if any, and
applicable Annuity Account Fee(s).

PART B - VARIABLE ACCOUNT VALUE

ACQUISITION AND REDEMPTION OF VARIABLE ACCUMULATION UNITS.  Any dollar amounts
allocated to a Variable Account Sub-Account shall be converted into Variable
Accumulation Units and credited to the Variable Account Sub-Account on a unit
basis.  The number of Variable Accumulation Units into which a dollar amount
would be converted is calculated by dividing the dollar amount by the Variable
Accumulation Unit Value for the particular Sub-Account.  Any redemption of units
from a Variable Account Sub-Account will be processed at the end of a Valuation
Period, including any units redeemed to fund a monthly deduction, and shall
result in the redemption and cancellation of Variable Accumulation Units having
an aggregate dollar value equal to the amount of such withdrawal.

VARIABLE ACCUMULATION UNIT VALUE.  The Variable Accumulation Unit Value at the
beginning of the first Valuation Period of each Variable Account Sub-Account was
established at $10.00.  The Variable Accumulation Unit value in any later
Valuation Period is equal to the net asset value per unit of the particular Sub-
Account as of the end of such Valuation Period.

VARIABLE ACCUMULATION VALUE.  The Variable Accumulation Value of the Annuity
Account, 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 Variable Account with respect to this contract at the end of such Valuation
Period.  The Variable Accumulation Value of each Variable Account Sub-Account is
determined by multiplying the number of Variable Accumulation Units, if any,
credited to each Variable Account Sub-Account with respect to this contract at
the end of a Valuation Period, by the Variable Accumulation Unit Value of the
particular Variable Account Sub-Account for such Valuation Period. 

NET INVESTMENT FACTOR.  An index, calculated as described below, that provides a
measure of the investment performance of a Variable Account Sub-Account for each
Valuation Period.  The Net Investment Factor is equal to A+B-C - E where:
                                                         -----
                                                           D 

     A is the net asset value per unit of the Fund held in the Variable Account
     Sub-Account (such net asset value being determined as described in the
     prospectus for the Fund) as of the end of the Valuation Period;

     B is any dividend or other distribution payable with respect to units held
     of record during the Valuation Period;


AN425                                                                         14

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        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)


     C is the per unit amount of any tax determined by the Company to be
     attributable to the operation of the Variable Account Sub-Account during
     such Valuation Period;

     D is the net asset value of each unit of the Fund as of the close of
     business on the Valuation Date immediately preceding the Valuation Period;
     and

     E is the sum of the Daily M&E Rate plus the Daily Administrative Rate,
     multiplied by the number of 24-hour periods included in the Valuation
     Period.

The Net Investment Factor may be 1.0 or may be greater or less than 1.0,
reflecting the possibility that the Variable Accumulation Unit Value of a
particular Variable Account Sub-Account may remain the same, increase or
decrease.

PART C - GENERAL

ANNUITY ACCOUNT.  The Company will establish an Annuity Account under the
contract and will maintain the Annuity Account during the Accumulation Period.
The Annuity Account Value at any time equals the sum of all the then current
values of the Fixed and Variable Accounts with respect to this contract.

TRANSFER PRIVILEGE.  At any time during the Accumulation Period, other than
during the "Right to Examine Contract" period, the Owner may transfer all or
part of the Annuity Account Value to one or more of the Fixed or Variable
Account Sub-Accounts then available under the contract, subject to the
provisions set forth below.  Transfers may be made in writing or by telephone,
if telephone transfers have been previously authorized in writing.  Transfer
requests must be received at the Company's Annuity & Variable Life Service
Center prior to the time of day set forth in the prospectus, and provided the
New York  Stock Exchange is open for business, in order to be processed  as of
the close of business on the date the request is received; otherwise, the
transfer will be processed on the next business day the New York Stock Exchange
is open for business.  The Company will not be held legally responsible for (a)
any liability for acting in good faith upon any transfer instructions given by
telephone, or (b) the authenticity of such instructions. Transfers involving
Variable Account Sub-Accounts will reflect the purchase or cancellation of
Variable Accumulation Units having an aggregate value equal to the dollar amount
being transferred to or from a particular Variable Account Sub-Account.  The
purchase or cancellation of such units shall be made using Variable Accumulation
Unit Values of the applicable Variable Account Sub-Account at the end of the
Valuation Period for which the transfer is effective.  Transfers to a Fixed
Account Sub-Account will result in a new Guaranteed Period for the amount being
transferred.  Any such Guaranteed Period will begin on the effective date of the
transfer.  The amount transferred into such Fixed Account Sub-Account will earn
interest at the Guaranteed Interest Rate declared by the Company for that
Guaranteed Period as of the effective date of the transfer.

Transfers shall be subject to the following conditions: (a) Not more than 12
transfers may be made per Contract Year (including the frequency limitation
shown in the Contract Specifications with respect to transfers from the Fixed
Account), unless otherwise authorized in writing by the Company; (b) No
withdrawal charge will be imposed on transferred amounts, however, transfers of
all or a portion out of a Fixed Account Sub-Account may be subject to the Market
Value Adjustment set forth below unless such transfer is made in accordance with
the "Full or Partial Withdrawals and Transfers at the End of a Guaranteed
Period" provision; (c) The amount being transferred may not be less than $100
unless the entire value of the Fixed or Variable Account Sub-Account is being
transferred; (d) The amount being transferred may not exceed the Company's
maximum amount limit then in effect; (e) The amount transferred to any Fixed
Account Sub-Account may not be less than $2,000, or $100 to a Variable Sub-
Account; (f) Unless a transfer out of a Fixed Account Sub-Account is made in
accordance with the "Full or Partial Withdrawals and Transfers at the End of a
Guaranteed Period" provision, the amount transferred from each Fixed Account
Sub-Account during any contract year may not exceed the limits shown in the
Contract Specifications; (g) Any value remaining in a Fixed Account Sub-Account
may not be less than $2,000, or a Variable Account Sub-Account may not


AN425                                                                         15

<PAGE>

        CONTRACT VALUES DURING ACCUMULATION PERIOD PROVISIONS (CONTINUED)

be less than $50; (h) The Company reserves the right to defer transfers of
amounts from the Fixed Account for a period not to exceed six months from the
date the request for such transfer is received by the Company in writing or by
telephone, if such has been previously authorized, at its Annuity & Variable
Life Service Center; and (i) Transfers involving Variable Account Sub-Account(s)
shall be subject to such terms and conditions as may be imposed by the Funds.

TRANSFER FEE.  The Company reserves the right to charge a fee up to $10 for each
transfer after the Annuity Date if there have been more than twelve transfers
made in the Contract Year.

ANNUITY ACCOUNT FEE.  Prior to the Annuity Date, on the anniversary date of each
Contract Year the Company will deduct from the value of the Annuity Account the
annual Annuity Account Fee, if any, shown in the Schedule of Charges, Expenses
and Fees to reimburse it for administrative expenses relating to the Annuity
Account.  The Annuity Account Fee will be deducted on a pro rata basis from
amounts allocated to each Fixed and Variable Account Sub-Account in which the
Annuity Account values are invested at the time of such deduction.  If the
Annuity Account is surrendered for its full value, the Annuity Account Fee will
be deducted in full at the time of such surrender.  On the Annuity Date the
value of the Annuity Account will be reduced by a proportionate amount of the
Annuity Account Fee to reflect the time elapsed between the last valuation date
of the most recent Contract Year and the day before the Annuity Date.

                 CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                           VALUE ADJUSTMENT PROVISIONS

CASH WITHDRAWALS.  At any time before the Annuity Date, the Owner may elect to
receive a cash withdrawal payment  from the Company by filing with the Company
at its Annuity & Variable Life Service Center's  Mailing Address a written
election in such form as the Company may require.  Any such election shall
specify the amount of the withdrawal and will be effective on the date that it
is received at the Company's Annuity & Variable Life Service Center's Mailing
Address.  Any cash withdrawal payment will be paid within seven days of the
Company's receipt of such request, except as the Company may be permitted to
defer the payment of amounts withdrawn from the Variable Account in accordance
with the Investment Company Act of 1940. The Company reserves the right to defer
the payment of amounts withdrawn from the Fixed Account for a period not to
exceed six months from the date written request for such withdrawal is received
by the Company at its Annuity & Variable Life Service Center's Mailing Address.

The amount of the cash withdrawal payment may be for any amount not to exceed
the Annuity Account Value  at  the  end  of  the  Valuation Period during which
the election becomes effective, plus or minus any applicable Market Value
Adjustment, and less any applicable withdrawal charge and premium taxes.  In the
case of a full surrender, the Annuity Account will be canceled and the contract
will terminate.  A partial withdrawal will result in a decrease in the Annuity
Account Value by an amount with an aggregate dollar value equal to the dollar
amount of the cash withdrawal payment, plus or minus any applicable Market Value
Adjustment, any applicable withdrawal charge and premium taxes.

In the case of a partial withdrawal, the Owner must instruct the Company as to
the amounts to be withdrawn from each Fixed and/or Variable Account Sub-Account.
If not so instructed, the Company will effect such withdrawal from each Fixed
and/or Variable Sub-Account in proportion to the then current Sub-Account
values.  Partial withdrawals cannot reduce any Fixed Account Sub-Account below
$2,000 or any Variable Account Sub-Account below $50.  Such partial withdrawals
will be treated as a full surrender of that Sub-Account and the balance will be
transferred to the largest Variable Account Sub-Account, if any.  Partial
withdrawals may not reduce the total Annuity Account Value below $1,000.  (See
"Minimum Value Requirements" provision.)  Such partial withdrawals may be
treated as a full surrender.

Cash withdrawals from a Variable Account Sub-Account will result in the
cancellation of Variable Accumulation Units attributable to the Annuity Account
with an aggregate value on the effective date of the withdrawal equal to the
total amount by which the Variable Account Sub-Account is reduced.  The
cancellation of such units will be based on the Variable Accumulation Unit
values of the Variable Account Sub-Account at the end of the Valuation Period
during which the cash withdrawal is effective.


AN425                                                                         16

<PAGE>

                 CASH WITHDRAWALS, WITHDRAWAL CHARGES AND MARKET
                     VALUE ADJUSTMENT PROVISIONS (CONTINUED)

All cash withdrawals or transfers of any portion of Fixed Account Sub-Accounts,
except those specified otherwise under "Penalty-Free Withdrawals, Transfers and
Annuitization Provisions," will be subject to the Market Value Adjustment
described below.

WITHDRAWAL CHARGES.  If a cash withdrawal is made, a withdrawal charge may be
assessed by the Company.  The length of time between the Company acceptance of
the Premium Payment(s) and the receipt of a withdrawal request determines the
withdrawal charge.  For this purpose each withdrawal is deemed to represent a
withdrawal of a Premium Payment previously accepted (or a portion thereof).
Premium Payments will be deemed to have been withdrawn in the order in which the
Premium Payments were received by the Company (i.e., oldest premium first).
After all Premium Payments have been deemed withdrawn, the Company will deem
further withdrawals to be from net investment results attributable to such
Premium Payments, if any.  The schedule of withdrawal charges is set forth in
the "Schedule of Charges, Expenses and Fees."  On withdrawal, any applicable
Annuity Account Fee and Market Value Adjustment will be deducted before
application of any withdrawal charge.

Withdrawal charges are deducted proportionately from the Fixed and/or Variable
Account Sub-Account(s) from which the withdrawal is to be made, provided such
Sub-Account(s) have sufficient account value(s) for making such deduction(s). If
any of the account value(s) of such Sub-Account(s), however, are insufficient,
its remaining withdrawal charges will be deducted on a pro rata basis from all
Fixed and/or Variable Account Sub-Accounts in proportion to the then current
account value(s) of Such Sub-Account(s).

See "Penalty-Free Withdrawals, Transfers and Annuitization Provisions" for
situations in which a withdrawal charge is not imposed.

For the purpose of any qualified plan riders which may be attached to this
contract, the term "Surrender Charge" wherever referenced therein, shall mean
"withdrawal charge" as set forth above.

MARKET VALUE ADJUSTMENT.  Any cash withdrawal or transfer from a Fixed Account
Sub-Account, except those specified otherwise under the "Penalty-Free
Withdrawals, Transfers and Annuitization Provisions," will be subject to a
Market Value Adjustment.

The amount payable on such cash withdrawal or transfer may be adjusted up or
down by the application of the Market Value Adjustment.  The Index Rate Factor
applicable to the amount of such cash withdrawal or transfer is:

                                        N
                                   (1+A)
                                   ------
                                        N
                                   (1+B)
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
applicable 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
applicable Guaranteed Period, determined at the time of cash withdrawal or
transfer, plus the percentage adjustment to "B" as shown in the Contract
Specifications.  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.

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

Straight-line interpolation is used for periods to maturity not quoted.


AN425                                                                         17

<PAGE>

        PENALTY-FREE WITHDRAWALS, TRANSFERS AND ANNUITIZATION PROVISIONS

PENALTY-FREE PARTIAL WITHDRAWALS OR TRANSFERS.  Upon request in writing, the
Owner may, during any Contract Year prior to the Annuity Date, withdraw up to
[15%] of the Premium Payment(s) or portion remaining thereof, without incurring
a withdrawal charge.  For this purpose each withdrawal is deemed to represent a
withdrawal of a portion of a Premium Payment previously accepted.  Premium
Payments will be deemed to be withdrawn in the order in which they were received
by the Company (i.e., the oldest premium first).  Any such withdrawal from a
Fixed Account Sub-Account may be subject to a Market Value Adjustment unless the
withdrawal is made at the end of a Guaranteed Period as set forth below.  The
Owner must specify from which Fixed and/or Variable Account Sub-Accounts the
withdrawal is to be made, otherwise the Company may effect such withdrawal on a
proportionate basis from all Fixed and/or Variable Account Sub-Accounts in which
the Annuity Account is invested.

Such partial withdrawals may be either taken as a lump sum or, upon consent of
the Company, paid in equal installments.

No withdrawal charge will be imposed on any withdrawal with respect to a Premium
Payment after the end of the seventh year following the Company's acceptance of
that Premium Payment.

The Owner may also transfer amounts within the Annuity Account during the
Accumulation Period without the application of a withdrawal charge, however, any
transfers would be subject to any terms and conditions as may be imposed under
the "Transfer Privilege" provision.

FULL OR PARTIAL WITHDRAWALS AND TRANSFERS AT THE END OF A GUARANTEED PERIOD.  No
Market Value Adjustment will be imposed on a full or partial withdrawal or
transfer made from a Fixed Account Sub-Account which becomes effective at the
end of the applicable initial or subsequent Guaranteed Period.  In such event,
the Owner's proper request for withdrawal or transfer must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address within a 45-
day period immediately preceding the end of such Guaranteed Period.

WAIVER OF WITHDRAWAL CHARGE AND MARKET VALUE ADJUSTMENT ON DEATH OR ANNUITY
DATE.  No withdrawal charge or Market Value Adjustment will be imposed upon
payments made under the Annuity Benefit or Death Benefit provisions of this
contract. 

PENALTY-FREE ANNUITIZATION.  At any time the Owner may request in writing
payment of the then current Annuity Account Value in accordance with any one of
the settlement options set forth in this contract.  In such event, no withdrawal
charge or Market Value Adjustment will be imposed at the time such settlement is
made.  Such annuitization will automatically result in a change in the Annuity
Date to the date Income Payments commence under the settlement option elected.

                               BENEFIT PROVISIONS

ANNUITY BENEFIT.  On the Annuity Date the Company will pay all or a part of the
adjusted value of the Annuity Account (as set forth below) in cash or apply it
in accordance with the settlement option(s) elected by the Owner.  However, if
the amount to be applied under any settlement option is less than $5,000, or if
the first Income Payment payable in accordance with such option is less than
$50, the Company will pay the adjusted value in a single payment to the payee
designated by the Owner.


AN425                                                                         18

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

ANNUITY DATE.  The Annuity Date selected by the Owner is shown in the Contract
Specifications.  The Annuity Date may be changed from time to time by the Owner
by notifying the Company in writing.  The notice must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address at least 45
days prior to the Annuity Date then in effect.  The new Annuity Date selected
must be at least 30 days after the effective date of the change and not later
than the Annuitant's 90th birthday.

After the Annuity Date, no change of a settlement option is permitted, no
payments may be requested under the "Cash Withdrawals" provision of the
contract, and no Death Benefit is payable under the contract except as otherwise
specified under the settlement option selected.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO ANNUITY BENEFIT.  During
the lifetime of the Owner and prior to the Annuity Date, the Owner may elect to
have the adjusted value of the Annuity Account applied on the Annuity Date under
one or more of the settlement options set forth in this contract, or under any
other settlement option as agreed to by the Company.  The Owner may also change
any election, but any election or change of election must be received at the
Company's Annuity & Variable Life Service Center's Mailing Address at least 45
days prior to the Annuity Date.  The election or change of election may be made
by filing with the Company at its Annuity & Variable Life Service Center's
Mailing Address written notice in such form as the Company may require.  If no
such election is in effect on the 30th day prior to the Annuity Date, the
adjusted value of the Annuity Account will be applied under a Life Annuity with
120 months guaranteed. In such situation, the portion of the adjusted value of
the Annuity Account to be applied for a Fixed Life Annuity under the Second
Option and/or a Variable Life Annuity under Option II will be determined on a
pro rata basis from the composition of the Annuity Account on the Annuity Date.

DETERMINATION OF AMOUNT.  On the Annuity Date the Annuity Account will be
canceled and the adjusted value of the Annuity Account to be applied under the
settlement options provisions shall be equal to the Annuity Account Value for
the Valuation Period which ends immediately preceding the Annuity Date, minus
any applicable premium or similar tax.  For the purposes of any qualified plan
riders which may be attached to this contract, the term "Annuity Value,"
wherever referenced therein, shall mean the "adjusted value of the Annuity
Account" as defined above.

INCOME PAYMENT BENEFITS.  On the Annuity Date, the adjusted value of the Annuity
Account as determined under the "Determination of Amount" provision may be
applied, as elected by the Owner, under one or more of the settlement options
set forth in the contract to effect:  (a) a Fixed Income Payment Benefit or a
Variable Income Payment Benefit; or (b) a combination of the Fixed Income
Payment Benefit and the Variable Income Payment Benefit.  If a combination Fixed
and Variable Income Payment Benefit is elected, the Owner may specify the amount
to be allocated to the Fixed Income Payment Benefit and the amount to be
allocated to the Variable Income Payment Benefit.  Such election and allocation
may also be made by a Beneficiary to the extent provided in the "Election and
Effective Date of Election with Respect to Death Benefit Provision."

DEATH BENEFIT.  If the Owner dies before the Annuity Date, the Company will pay
the Death Benefit to the Beneficiary upon receipt of due proof of the death of
the Owner in accordance with the "Payment of Death Benefit" provision.  If there
is no designated Beneficiary living on the date of death of the Owner, the
Company will pay the Death Benefit, upon receipt of due proof of the death of
both the Owner and the designated Beneficiary, in one sum to the estate of the
Owner.

ELECTION AND EFFECTIVE DATE OF ELECTION WITH RESPECT TO DEATH BENEFIT.  During
the lifetime of the Annuitant and prior to the Annuity Date, the Owner may elect
one or more of the settlement options set forth in this contract to effect an
annuity for the Beneficiary as payee after the death of the Owner.  This
election may be made or subsequently revoked by filing with the Company at its
Annuity & Variable Life Service Center's Mailing Address a written election or
revocation of an election in such form as required by the Company.

Any election or revocation of an election of a method of settlement of the Death
Benefit will become effective on the date it is received by the Company at its
Annuity & Variable Life Service Center's Mailing Address.


AN425                                                                         19

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

Unless otherwise specified in writing by the Owner, the Beneficiary may elect
(a) to receive the Death Benefit as a cash payment, in which event the Annuity
Account will be canceled, or (b) to have the Death Benefit applied under one or
more of the settlement options set forth under the contract.  This election may
be made by filing with the Company a written request in a form as required by
the Company.  Any written request for an election of a settlement option for the
Death Benefit by the Beneficiary will become effective on the later of (a) the
date the request is received by the Company at its Annuity & Variable Life
Service Center's Mailing Address; or (b) the date due proof of the death of the
Owner is received by the Company at its Annuity & Variable Life Service Center's
Mailing Address.  If a written request for a settlement option by the
Beneficiary is not received by the Company within 60 days following the date due
proof of the death of the Owner is received by the Company, the Beneficiary
shall be deemed to have elected a cash payment as of the last day of the 60-day
period.

Notwithstanding the above, the Owner or Beneficiary may only elect a settlement
option which provides for the distribution of the entire Death Benefit to the
Beneficiary within five years of the Owner's death unless; (a) the entire
interest in the contract is distributed over the life of the Beneficiary, with
distributions beginning within one year of the Owner's death; (b) the entire
interest in the contract is distributed over a period not extending beyond the
life expectancy of the Beneficiary, with distributions beginning within one year
of the Owner's death; or (c) the Beneficiary is the deceased Owner's spouse and
elects to continue the contract and become the new Owner, but in no event may
such an election be made under this contract more than once.

For purposes of Section 72(s) of the Internal Revenue Code, if any Owner is not
an individual, the death or change of any Annuitant is treated as the death of
an Owner, and if the Owner is grantor trust within the meaning of the Internal
Revenue Code, the death of the grantor of such trust is also treated as the
death of an Owner.

PAYMENT OF DEATH BENEFIT.  If the Death Benefit is to be paid in cash to the
Beneficiary, payment will be made within 7 days of the date the election becomes
effective or is deemed to become effective, provided due proof of the death of
the Owner is received by the Company at its Annuity & Variable Life Service
Center's Mailing Address, except as the Company may be permitted to defer any
such payment of amounts derived from the Variable Account in accordance with the
Investment Company Act of 1940.  If the Death Benefit is to be paid in one sum
to the estate of the deceased Owner, payment will be made within 7 days of the
date due proof of the death of the Owner and/or Beneficiary is received by the
Company at its Annuity & Variable Life Service Center's Mailing Address, except
as the Company may be permitted to defer any such payment of amounts derived
from the Variable Account in accordance with the Investment Company Act of 1940.
If settlement under the settlement option provisions is elected, the Income
Payments will commence 30 days following the effective date or the deemed
effective date of the election and the Annuity Account will be maintained in
effect until such Income Payments commence.

AMOUNT OF DEATH BENEFIT.  The Death Benefit is determined as of the effective
date or deemed effective date of the Death Benefit election and is equal to the
greatest of (a) the Annuity Account Value for the Valuation Period during which
the Death Benefit election is effective or is deemed to become effective, (b)
the sum of all the Premium Payment(s) made under the contract less the sum of
all partial withdrawals, or (c) the highest Annuity Account Value ever attained
on a Contract Anniversary date, occurring on or before the Owner's 80th birthday
(or the Annuitant's 80th birthday in the case of a non-natural Owner), with
adjustments for any subsequent Premium Payments, partial withdrawals and charges
made since such Contract Anniversary Date.  However, the Death Benefit on or
after the Owner's 90th birthday (if a natural person) will be the greater of the
sum of all the Premium Payment(s) with adjustments for any subsequent Premium
Payments, partial withdrawals and charges made since such Contract Anniversary
Date or the Annuity Account Value for the Valuation Period during which the
Death Benefit election is effective or is deemed to become effective.

On and after the effective date of each transfer of Ownership, the Amount of
Death Benefit will be equal to the greatest of 1) the sum of Premium Payments
made prior to the date of such transfer of Ownership, less 


AN425                                                                         20

<PAGE>

                         BENEFIT PROVISIONS (CONTINUED)

the sum of all withdrawals made on or before the effective date of such
transfer, plus the sum of all Premium Payments made on or after the effective
date of such transfer, less the sum of all partial withdrawals made on or after
the effective date of such transfer, 2) the Annuity Account Value for the
Valuation Period during which the Death  Benefit  election if  effective or is
deemed to become effective, or 3) the highest Annuity Account Value ever
attained on a Contract Anniversary date occurring on or after the date of such
transfer of Ownership, with adjustments for any subsequent Premium Payments,
partial withdrawals and charges made since such Contract Anniversary Date.

SECTION 72(s).  The provisions above will be interpreted so as to comply with
the requirements of Section 72(s) of the Internal Revenue Code.

                               GENERAL PROVISIONS

THE CONTRACT.  The contract constitutes the entire contract between the parties.

Only the President, a Vice President, an Assistant Vice President, a Secretary,
a Director or an Assistant Director of the Company may make or modify this
contract.

The contract is executed at the Company's Home Office, the mailing address of
which for this contract is CIGNA Individual Insurance, Annuity & Variable Life
Service Center, Routing S249, Hartford, Connecticut 06152-2249.

MODIFICATION OF CONTRACT.  The Company reserves the right to modify this
contract to meet the requirements of applicable state and federal laws or
regulations.  The Company will notify the Owner in writing of any changes.

NON-PARTICIPATION.  The contract is not entitled to share in surplus
distribution.

LOANS.  Loans are not permitted under this contract.

DETERMINATION OF VALUES.  The method of determination by the Company of the Net
Investment Factor and the number and value of Accumulation Units and Annuity
Units shall be conclusive upon the Owner, and any Beneficiary or payee.

ENDORSEMENT OF INCOME PAYMENTS.  The Company will make each Income Payment at
the Home Office by check.  Each check must be personally endorsed by the
payee/Annuitant, or the Company may require that proof of the payee/Annuitant's
survival be furnished.

MISSTATEMENT OF AGE.  If the age of an Annuitant is misstated, the amount
payable under the contract will be adjusted to be the amount of Income which the
actual premium paid 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, with interest at the
rate of 6% per year, compounded annually.

CLAIMS OF CREDITORS.  To the extent permitted by law, no amounts payable under
this contract will be subject to the claims of creditors of any payee.

PERIODIC REPORTS.  At least once each calendar year, the Company will furnish
the Owner a report as required by law showing the Annuity Account Value at the
end of the preceding year, all transactions during the year, the current Annuity
Account Value, the number of Accumulation Units in each Variable Accumulation
Account, the applicable Accumulation Unit Value as of the date of the report and
the interest rate credited to the Fixed Account Sub-Account(s).  The Company
will also send such statements reflecting transactions in the Annuity Account as
may be required by applicable laws, rules and regulations.


AN425                                                                         21

 

<PAGE>

ROBERT A. PICARELLO                         [LOGO]
CHIEF COUNSEL


                                                           Law Department, S-321
                                                          900 Cottage Grove Road
                                                        Hartford, CT  06152-2321

                                                            Phone:  860.726.8064
                                                            Fax:    860.726.1778


February 26, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re: CIGNA Life Insurance Company
    CIGNA Variable Annuity Separate Account I
    File No. 33-90984
    Post-Effective Amendment No.2

Dear Sirs:

As Chief Counsel of the Individual Insurance Division of the CIGNA Companies, I
am familiar with the actions of the Board of Directors of CIGNA Life Insurance
Company (the "Company"), establishing the CIGNA Variable Annuity Separate
Account I (the "Account") and its method of operation and authorizing the filing
of a registration statement under the Securities Act of 1933 for the securities
to be issued by the Account and the Investment Company Act of 1940 for the
Account itself.

In the course of preparing this opinion, I have reviewed the Certificate of
Incorporation and the By-Laws of the Company, the Board actions with respect to
the Account, and such other matters as I deemed necessary or appropriate.  Based
on such review, I am of the opinion that the variable annuity contracts (and
interests therein) which are the subject of the registration statement under the
Securities Act of 1933 filed for the Account will, when issued, be legally
issued and will represent binding obligations of the Company, the depositor for
the Account.

I further consent to the use of this opinion as an Exhibit to said Registration
Statement and to the reference to me under the heading "Experts" in said
Registration Statement.

Very truly yours,



/s/ ROBERT A. PICARELLO
Robert A. Picarello
Chief Counsel

<PAGE>

EDWIN L. KERR                          [LOGO]
COUNSEL

Law Department, S-321
900 Cottage Grove Road
Bloomfield, CT  06152-2321

Phone:    860.726.6761
Fax:      860.726.1778
Internet: [email protected]



February 26, 1997


Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Commissioners:

I hereby consent to the reference to my name under the caption "Legal Matters"
in the Statement of Additional Information contained in Post-Effective Amendment
No. 2 to the Registration Statement on Form N-4 (File No. 33-90984) to be filed
by CIGNA Life Insurance Company and CIGNA Variable Annuity Separate Account I
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended.

Very truly yours,



/s/ EDWIN L. KERR
Edwin L. Kerr

<PAGE>

                                  POWER OF ATTORNEY

    We, the undersigned directors and officers of CIGNA Life Insurance Company,
hereby severally constitute and appoint David C. Kopp and Robert A. Picarello,
and each of them individually, our true and lawful attorneys-in-fact, with full
power to them and each of them to sign for us, in our names and in the
capacities indicated below, any and all amendments to Registration Statement No.
33-90984 filed with the Securities and Exchange Commission under the Securities
Act of 1933, on behalf of the Company in its own name or in the name of one of
its Separate Accounts, hereby ratifying and confirming our signatures as they
may be signed by either of our attorneys-in-fact to any such Registration
Statement.

    WITNESS our hands and common seal on this 24th day of February, 1997.

SIGNATURE                               TITLE
- ---------                               -----
/s/ Thomas C. Jones
- -------------------------          President (Principal Executive Officer)
Thomas C. Jones

/s/ David C. Schelnerman
- -------------------------          Senior Vice President and Actuary (Principal
David C. Schelnerman               Financial Officer

/s/ Robert Moose
- -------------------------          Vice President (Principal Accounting Officer)
Robert Moose

/s/ Harold W. Albert
- -------------------------          Director
Harold W. Albert

/s/ Robert W. Burgess
- -------------------------          Director
Robert W. Burgess

/s/ John G. Day
- -------------------------          Director
John G. Day

/s/ H. Edward Hanway
- -------------------------          Director
H. Edward Hanway

/s/ Carol M. Olsen
- -------------------------          Director
Carol M. Olsen

/s/ Marc L. Preminger
- -------------------------          Director
Marc L. Preminger

/s/ Arthur C. Reeds, III
- -------------------------          Director
Arthur C. Reeds, III


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