CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
485BPOS, 1998-04-24
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<PAGE>
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 1998
    
 
                                              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. 4                      /X/
    
 
                                      and
 
        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940      /X/
   
                                AMENDMENT NO. 7                              /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:
 
Mark A. Parsons, Esquire                   George N. Gingold, Esquire
CIGNA Life Insurance Company               197 King Philip Drive
900 Cottage Grove Road                     West Hartford, CT 06117-1409
Hartford, Connecticut 06152
(NAME AND ADDRESS OF
AGENT FOR SERVICE)
</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, 1997, was filed February 27, 1998.
    
 
    It is proposed that this filing will become effective:
_________  immediately upon filing pursuant to paragraph (b) of Rule 485
   
____X___  on May 1, 1998, pursuant to paragraph (b) of Rule 485
    
_________  60 days after filing pursuant to paragraph (a) of Rule 485
_________  on May 1, 1997, pursuant to paragraph (a) of Rule 485
 
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<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
    
<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  ANNUITY & VARIABLE LIFE       CIGNA LIFE INSURANCE COMPANY   CIGNA LIFE INSURANCE COMPANY
BLOOMFIELD, CT          SERVICES CENTER: ROUTING      P.O. BOX 30790                 C/O FLEET BANK
                        S-249                         HARTFORD, CT 06150             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 nineteen diversified open-end management
investment companies (commonly called mutual funds), each with a different
investment objective: The 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-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. 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, 1998, 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, 1998
    
<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..................................         20
  Premium Tax Equivalents......................         21
  Income Taxes.................................         21
  Fund Expenses................................         21
  Transfer Fee.................................         21
  Optional Death Benefit.......................         21
OTHER CONTRACT FEATURES........................         23
  Ownership....................................         23
  Assignment...................................         24
  Beneficiary..................................         24
  Change of Beneficiary........................         24
  Annuitant....................................         24
  Transfer of Contract Values between
   Sub-Accounts................................         24
  Procedures for Telephone Transfers...........         25
  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................................         27
  Change in Operation of Variable Account......         28
  Modification.................................         28
  Discontinuance...............................         28
ANNUITY PROVISIONS.............................         28
  Annuity Date; Change in Annuity Date and
   Annuity Option..............................         28
  Annuity Options..............................         29
  Fixed Options................................         29
  Variable Options.............................         29
  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...........................         34
  Performance Ranking or Rating................         35
TAX MATTERS....................................         35
  General......................................         36
  Diversification..............................         36
  Distribution Requirements....................         37
  Multiple Contracts...........................         37
  Tax Treatment of Assignments.................         38
  Withholding..................................         38
  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..................         40
  Tax Treatment of Withdrawals -- Qualified
   Contracts...................................         40
FINANCIAL STATEMENTS...........................         40
YEAR 2000 ISSUES...............................         40
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: 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 The 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 Contract Year, withdraw up
                     3-4             4%     to 15% of Premium Payments made, or the remaining portion
                     4-5             3%     thereof, without incurring a Contingent Deferred Sales
                     5-6             2%     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>
                                      THE 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......        0.04%             0.15%     0.04%          0.04%
Total Fund Portfolio
 Annual Expenses....        0.79%             1.00%(1)  0.84%          0.89%
 
<CAPTION>
                                                   FIDELITY VARIABLE
                                                INSURANCE PRODUCTS FUNDS
                      ----------------------------------------------------------------------------
                        VIP II         VIP         VIP II
                         ASSET       EQUITY-     INVESTMENT   VIP MONEY     VIP HIGH       VIP
                        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.....     0.55%         0.50%       0.44%        0.21%        0.59%        0.75%
Other Expenses......     0.10%         0.08%       0.14%        0.10%        0.12%        0.17%
Total Fund Portfolio
 Annual Expenses....     0.65%(2)      0.58%(2)    0.58%        0.31%        0.71%        0.92%(2)
</TABLE>
    
 
- ------------------------
   
(1) Included in Other Expenses of the Alger American Leveraged AllCap Portfolio
    is .04% of interest expense.
    
 
   
(2) A portion of the brokerage commissions that certain funds pay was used to
    reduce funds expenses. In addition, certain funds have entered into
    arrangements with their custodian whereby credits realized as a result of
    uninvested cash balances were used to reduce custodian expenses. Including
    these reductions, Total Fund Portfolio Annual Expenses would have been 0.64%
    for the VIP II Asset Manager Portfolio, 0.57% for the VIP Equity-Income
    Portfolio and 0.90% for the VIP Overseas Portfolio.
    
 
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%(6)      0.65%(6)       0.80%(6)     0.79%(7)     0.80%(7)      0.80%(7)
    0.25%(4)        0.25%(4)        0.25%(4)      0.19%         0.12%          0.06%        0.40%(8)     0.07%(8)      0.17%(8)
 
    1.00%(3)        1.00%(3)        1.00%(3)      1.04%         0.77%          0.86%        1.19%(9)     0.87%(9)      0.97%(9)
</TABLE>
    
 
- ------------------------------
   
(3) The Adviser has agreed to bear expenses for each Series, subject to
    reimbursement by each Series, such that each Series' "Other expenses" shall
    not exceed 0.25% of the average daily net assets of the Series during the
    current fiscal year. Otherwise, "Other Expenses" for the Total Return
    Series, Utilities Series and World Government Series would be 0.27%, 0.45%
    and 0.40% respectively, and "Total Fund Portfolio Expenses" would be 1.02%,
    1.20% and 1.15% respectively, for these Series. See "Information Concerning
    Shares of Each Series--Expenses."
    
 
(4) Each Series has an expense offset arrangement which reduces the Series'
    custodian fee based upon the amount of cash maintained by the Series with
    its custodian and dividend disbursing agent, and may enter into other such
    arrangements and directed brokerage arrangements (which would also have the
    effect of reducing the Series' expenses). Any such fee reductions are not
    reflected under "Other Expenses".
 
   
(5) Neuberger&Berman Advisers Management 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.
    
 
(6) The figures reported here are "Investment Management and Administration
    Fees" which include the aggregate of the administration fees paid by the
    Portfolio and the management fees paid by its corresponding Series.
    Similarly, "Other Expenses" includes all other expenses of the Portfolio and
    its corresponding Series.
 
   
(7) Reflects management fees after taking into effect any waiver.
    
 
   
(8) Other Expenses are shown gross of expense offsets afforded the Portfolios
    which effectively lowered overall custody expenses.
    
 
   
(9) Total Portfolio Expenses for the Small Cap and Managed Portfolios are
    limited by OpCap Advisors so that their respective annualized operating
    expenses (net of any expense offsets) do not exceed 1.00% of average daily
    net assets. Total Portfolio Expenses for the Global Equity Portfolio are
    limited to 1.25% of average daily net assets. Without such limitation and
    without giving effect to any expense offsets, the Management Fees, Other
    Expenses and Total Portfolio Expenses incurred for the fiscal year ended
    December 31, 1997 would have been: .80%, .17% and .97%, respectively, for
    the Small Cap Portfolio, .80%, .07% and .87%, respectively, for the Managed
    Portfolio and .80%, .40% and 1.20%, respectively, for the Global Equity
    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 American Growth Portfolio............................   $83      $114      $148       $261
                     Alger American Leveraged AllCap Portfolio..................   $84      $117      $153       $272
                     Alger American MidCap Growth Portfolio.....................   $82      $112      $145       $256
                     Alger American Small Capitalization Portfolio..............   $82      $111      $142       $251
                     Fidelity VIP Equity-Income Portfolio.......................   $79      $104      $131       $229
                     Fidelity VIP Money Market Portfolio........................   $81      $108      $138       $242
                     Fidelity VIP High Income Portfolio.........................   $83      $115      $149       $264
                     Fidelity VIP Overseas Portfolio............................   $79      $104      $131       $229
                     Fidelity VIP II Asset Manager Portfolio....................   $80      $106      $135       $236
                     Fidelity VIP II Investment Grade Bond Portfolio............   $77      $ 96      $117       $200
                     MFS Total Return Series....................................   $84      $117      $153       $272
                     MFS Utilities Series.......................................   $84      $117      $153       $272
                     MFS World Governments Series...............................   $84      $117      $153       $272
                     N&B AMT Balanced Portfolio.................................   $81      $110      $141       $249
                     N&B AMT Limited Maturity Bond Portfolio....................   $82      $113      $146       $258
                     N&B AMT Partners Portfolio.................................   $84      $118      $155       $276
                     OCC Accumulation Trust Global Equity Portfolio.............   $86      $123      $163       $291
                     OCC Accumulation Trust Managed Portfolio...................   $82      $113      $147       $259
                     OCC Accumulation Trust Small Cap Portfolio.................   $83      $116      $152       $269
</TABLE>
    
 
                    2.  IF THE CONTRACT IS NOT SURRENDERED OR IF IT IS
                    ANNUITIZED:
 
   
<TABLE>
<S>                                                                               <C>      <C>       <C>       <C>
                     Alger American Growth Portfolio............................   $23      $ 71      $122       $261
                     Alger American Leveraged AllCap Portfolio..................   $24      $ 75      $128       $272
                     Alger American MidCap Growth Portfolio.....................   $23      $ 70      $119       $256
                     Alger American Small Capitalization Portfolio..............   $22      $ 68      $117       $251
                     Fidelity VIP Equity-Income Portfolio.......................   $20      $ 62      $106       $229
                     Fidelity VIP Money Market Portfolio........................   $21      $ 66      $113       $242
                     Fidelity VIP High Income Portfolio.........................   $23      $ 72      $124       $264
                     Fidelity VIP Overseas Portfolio............................   $20      $ 62      $106       $229
                     Fidelity VIP II Asset Manager Bond Portfolio...............   $21      $ 64      $110       $236
                     Fidelity VIP II Investment Grade Bond Portfolio............   $17      $ 53      $ 92       $200
                     MFS Total Return Series....................................   $24      $ 75      $128       $272
                     MFS Utilities Series.......................................   $24      $ 75      $128       $272
                     MFS World Governments Series...............................   $24      $ 25      $128       $272
                     N&B AMT Balanced Portfolio.................................   $22      $ 68      $116       $249
                     N&B AMT Limited Maturity Bond Portfolio....................   $23      $ 70      $121       $258
                     N&B AMT Partners Portfolio.................................   $25      $ 76      $130       $276
                     OCC Accumulation Trust Global Equity Portfolio.............   $26      $ 80      $137       $291
                     OCC Accumulation Trust Managed Portfolio...................   $23      $ 71      $121       $259
                     OCC Accumulation Trust Small Cap Portfolio.................   $24      $ 74      $126       $269
</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, 1997, and
                    the number of Accumulation Units outstanding at December 31,
                    1997.
    
 
   
<TABLE>
<CAPTION>
                                                                       NUMBER OF
                                     ACCUMULATION   ACCUMULATION   ACCUMULATION UNITS
                                      UNIT VALUE     UNIT VALUE       OUTSTANDING
            SUB-ACCOUNT              AT 12/31/96    AT 12/31/97         12/31/97
- -----------------------------------  ------------   ------------   ------------------
                                     (IN DOLLARS)
                                     ------------
<S>                                  <C>            <C>            <C>
Alger American Growth Portfolio....      10.144         12.591          533,777
Alger American Leveraged AllCap
 Portfolio.........................      10.507         12.411          192,937
Alger American MidCap Growth
 Portfolio.........................      11.319         12.849          347,797
Alger American Small Cap
 Portfolio.........................       9.869         10.850          454,338
Fidelity VIP Equity-Income
 Portfolio.........................      11.014         13.926          515,383
Fidelity VIP Money Market
 Portfolio.........................      10.339         10.763          186,254
Fidelity VIP High Income
 Portfolio.........................      10.659         12.379          244,455
Fidelity VIP Overseas Portfolio....      10.640         11.715          111,798
Fidelity VIP II Asset Manager
 Portfolio.........................      11.112         13.233           61,335
Fidelity VIP II Investment Grade
 Bond Portfolio....................      10.278         11.063          127,249
MFS Total Return Series............      10.935         13.092          248,453
MFS Utilities Series...............      11.879         15.441           29,938
MFS World Governments Series.......      10.461         10.208           33,023
N&B AMT Balanced Portfolio.........      10.197         12.022           89,317
N&B AMT Limited Maturity Bond
 Portfolio.........................      10.279         10.829           43,616
N&B AMT Partners Portfolio.........      12.177         15.774          375,038
OCC Accumulation Trust Global
 Equity Portfolio..................      11.044         12.430          452,255
OCC Accumulation Trust Managed
 Portfolio.........................      11.575         13.972          823,864
OCC Accumulation Trust Small Cap
 Portfolio.........................      11.375         13.725          154,786
</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, 1998, 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
 
                                                                              11
<PAGE>
                    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:
 
   
                        The 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;
 
                        Neuberger & Berman Advisers Management Trust ("AMT
                        Trust"), managed and distributed by Neuberger & Berman
                        Management Incorporated, 605 Third Avenue, 2nd Floor,
                        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.
 
12
<PAGE>
                    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 VIP Equity-Income
                        Portfolio").
                        Money Market Portfolio ("Fidelity VIP Money Market
                    Portfolio").
                        High Income Portfolio ("Fidelity VIP High Income
                    Portfolio");
                        Overseas Portfolio ("Fidelity VIP Overseas Portfolio").
 
                    Two Funds of FIDELITY VIP II are available under the
                    Contracts:
                        Asset Manager Portfolio ("Fidelity VIP II Asset Manager
                    Portfolio");
                        Investment Grade Bond Portfolio ("Fidelity VIP II
                        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 N&B AMT Trust are available under the
                    Contracts:
    
                        Balanced Portfolio;
                        Limited Maturity Bond Portfolio;
                        Partners Portfolio.
 
   
                    Three Funds of OCC Accumulation Trust 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 (Mid 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 or the S&P SmallCap 600
                    Index.
    
 
                                                                              13
<PAGE>
   
                    FIDELITY VIP II 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 money market
                    instruments.
    
 
                    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 500 Index (S&P 500).
    
 
                    FIDELITY VIP 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 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.
 
                    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.
 
                    NEUBERGER & BERMAN AMT BALANCED PORTFOLIO (Balanced or Total
                    Return): Seeks long-term capital growth and reasonable
                    current income without undue risk to principal.
 
                    NEUBERGER & BERMAN AMT LIMITED MATURITY BOND PORTFOLIO
                    (Short to Intermediate-Term Bonds): Seeks the highest
                    current income consistent with low risk to principal and
                    liquidity; and secondarily, total return.
 
   
                    NEUBERGER & BERMAN AMT PARTNERS PORTFOLIO (Large Cap
                    Stocks): Seeks capital growth. Invests principally in common
                    stocks of medium to large capitalization 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. The portfolio manager seeks securities
                    believed to be undervalued based on strong fundamentals such
                    as low price-to-earnings ratios, consistent cash flow, and
                    the portfolio company's track record through all parts of
                    the market cycle.
    
 
   
                    OCC ACCUMULATION TRUST GLOBAL EQUITY PORTFOLIO
                    (International Stocks): Seeks long-term capital appreciation
                    through a global investment strategy primarily involving
                    equity securities.
    
 
14
<PAGE>
   
                    OCC ACCUMULATION TRUST 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 ACCUMULATION TRUST 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 Neuberger & Berman AMT Partners Portfolio, Neuberger &
                    Berman Limited Maturity Bond Portfolio, Fidelity VIP
                    Equity-Income Portfolio, Fidelity VIP II Asset Manager
                    Portfolio, Fidelity VIP High Income Portfolio, Fidelity VIP
                    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.
 
                    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.
 
                                                                              15
<PAGE>
                    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 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.
 
16
<PAGE>
                    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; (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.
 
                                                                              17
<PAGE>
                    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 was 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 as follows:
    
   
                       (1)The total value of Fund shares held in the Sub-Account
                          is calculated by multiplying the number of Fund shares
                          owned by the Sub-Account at the beginning of the
                          Valuation Period by the net asset value per share of
                          the Fund at the end of the Valuation Period, and
                          adding any dividend or other distribution of the Fund
                          if an ex-dividend date occurs during the Valuation
                          Period; minus
    
   
                       (2)The liabilities of the Sub-Account at the end of the
                          Valuation Period; such liabilities include daily
                          charges imposed on the Sub-Account, and may include a
    
 
18
<PAGE>
   
                          charge or credit with respect to any taxes paid or
                          reserved for by the Company that the Company
                          determines result from the operations of the Variable
                          Account; and
    
   
                       (3)The result of (2) is divided by the number of
                          Sub-Account units outstanding at the beginning of the
                          Valuation Period.
    
 
   
                    The daily charges imposed on a Sub-Account for any Valuation
                    Period are equal to the daily mortality and expense risk
                    charge plus daily administrative expense charge multiplied
                    by the number of calendar days 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
                    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
 
                                                                              19
<PAGE>
                    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 7.00% 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 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
 
20
<PAGE>
                    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 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
 
                                                                              21
<PAGE>
                    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 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.
 
22
<PAGE>
                    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 & 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.
 
                                                                              23
<PAGE>
                    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.
 
                    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.
 
24
<PAGE>
                    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.
 
                    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.
 
                                                                              25
<PAGE>
                    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.
 
                    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.
 
26
<PAGE>
                    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 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.
 
                                                                              27
<PAGE>
                    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.
 
                    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.
 
28
<PAGE>
                    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.
 
                    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
 
                                                                              29
<PAGE>
                    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
                    calculating the Accumulation Unit value for the current
                    Valuation Period (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.
 
                    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.
 
30
<PAGE>
                    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 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
 
                                                                              31
<PAGE>
                    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 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
 
32
<PAGE>
                    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.
 
                    The MVA is computed by applying the following formula:
 
                                                    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 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
 
                                                                              33
<PAGE>
                    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 certain 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). As of January 1,
                    1998, CFA, formerly a wholly-owned subsidiary of CIGNA
                    Corporation, became a wholly-owned subsidiary of Lincoln
                    National Corporation, an Indiana corporation with
                    headquarters in Fort Wayne, Indiana, whose principal
                    businesses are insurance and financial services. 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
 
34
<PAGE>
                    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 sometimes be published and compared to
                    the performance of other variable annuity issuers in general
                    or to the performance of particular types of variable
                    annuities investing in funds, or series of 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. Generally,
                    these services may not be used, and such comparisons may not
                    be made, in advertising or sales literature for variable
                    annuities.
 
                    Lipper's rankings include variable life issuers as well as
                    variable annuity issuers. VARDS rankings compare only
                    variable annuity issuers. Morningstar ratings include 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 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.
 
                                                                              35
<PAGE>
                    GENERAL
 
                    Section 72 of the Code governs taxation of annuities in
                    general. A Contract Owner is not taxed on increases in the
                    value of a Contract until distribution occurs, either in the
                    form of a lump sum payment or as annuity payments under the
                    Settlement Option elected. For a lump sum payment received
                    as a total surrender (total redemption), the recipient is
                    taxed on the portion of the payment that exceeds the cost
                    basis of the Contract. For Non-Qualified Contracts, this
                    cost basis is generally the Premium Payments, while for
                    Qualified Contracts there may be no cost basis. The taxable
                    portion of the lump sum payment is taxed at ordinary income
                    tax rates.
 
                    For annuity payments, the taxable portion is determined by a
                    formula which establishes the ratio that the cost basis of
                    the Contract bears to the total value of annuity payments
                    for the term of the Contract. The taxable portion is taxed
                    at ordinary income rates. For certain types of Qualified
                    Plans there may be no cost basis in the Contract within the
                    meaning of Section 72 of the Code. Contract Owners,
                    Annuitants and Beneficiaries under the Contracts should seek
                    competent financial advice about the tax consequences of any
                    distributions.
 
                    The Company is taxed as a life insurance company under
                    Subchapter L of the Code. For federal income tax purposes,
                    the Variable Account is not a separate entity from the
                    Company, and its operations form a part of the Company.
                    Accordingly, the Variable Account will not be taxed
                    separately as a "regulated investment company" under
                    Subchapter M of the Internal Revenue Code. The Company does
                    not expect to incur any federal income tax liability with
                    respect to investment income and net capital gains arising
                    from the activities of the Variable Account retained as part
                    of the reserves under the Contract. Based on this
                    expectation, it is anticipated that no charges will be made
                    against the Variable Account for federal income taxes. If,
                    in future years, any federal income taxes or other economic
                    burden are incurred by the Company with respect to the
                    Variable Account or the Contracts, the Company may make a
                    charge for any such amounts that are attributable to the
                    Variable Account.
 
                    DIVERSIFICATION
 
                    Section 817(h) of the Code imposes certain diversification
                    standards on the underlying assets of variable annuity
                    contracts. The Code provides that a variable annuity
                    contract will not be treated as an annuity contract for any
                    period (and any subsequent period) for which the investments
                    are not adequately diversified in accordance with
                    regulations prescribed by the United States Treasury
                    Department ("Treasury Department"). Disqualification of the
                    Contract as an annuity contract would result in imposition
                    of federal income tax to the Contract Owner with respect to
                    earnings allocable to the Contract prior to the receipt of
                    payments under the Contract. The Code contains a safe harbor
                    provision which provides that annuity contracts such as the
                    Contracts meet the diversification requirements if, as of
                    the end of each quarter, the underlying assets meet the
                    diversification standards for a regulated investment company
                    and no more than fifty-five percent (55%) of the total
                    assets consist of cash, cash items, U.S. government
                    securities and securities of other regulated investment
                    companies.
 
                    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
 
36
<PAGE>
                    investments; (3) no more than 80% of the value of the total
                    assets of the portfolio is represented by any three
                    investments; and (4) no more than 90% of the value of the
                    total assets of the portfolio is represented by any four
                    investments.
 
                    The Code provides that for purposes of determining whether
                    or not the diversification standards imposed on the
                    underlying assets of variable contracts by Section 817(h) of
                    the Code have been met, "each United States government
                    agency or instrumentality shall be treated as a separate
                    issuer."
 
                    The Company intends, and the Trusts have undertaken, that
                    all Funds underlying the Contracts will be managed in such a
                    manner as to comply with these diversification requirements.
 
                    The Treasury Department has indicated that guidelines may be
                    forthcoming under which a variable annuity contract will not
                    be treated as an annuity contract for tax purposes if the
                    owner of the contract has excessive control over the
                    investments underlying the contract (i.e., by being able to
                    transfer values among sub-accounts with only limited
                    restrictions). The issuance of such guidelines may require
                    the Company to impose limitations on a Contract Owner's
                    right to control the investment. It is not known whether any
                    such guidelines would have a retroactive effect.
 
                    DISTRIBUTION REQUIREMENTS
 
                    Section 72(s) of the Code requires that in order to be
                    treated as an annuity contract for Federal income tax
                    purposes, any Nonqualified Contract must provide that (a) if
                    any Owner dies on or after the Annuity Date but prior to the
                    time the entire interest in the Contract has been
                    distributed, the remaining portion of such interest will be
                    distributed at least as rapidly as under the method of
                    distribution being used when the Owner died; and (b) if any
                    Owner dies prior to the Annuity Date, the entire interest in
                    the Contract will be distributed within five years after
                    such death. These requirements will be considered satisfied
                    as to any portion of the Owner's interest which is payable
                    to or for the benefit of a "designated beneficiary" and
                    which is distributed over the life of such "designated
                    beneficiary" or over a period not extending beyond the life
                    expectancy of that beneficiary, provided that such
                    distributions begin within one year of the Owner's death.
                    The Owner's "designated beneficiary" is the person
                    designated by such Owner as a Beneficiary and to whom
                    ownership of the Contract passes by reason of death and must
                    be a natural person. However, if the Owner's "designated
                    beneficiary" is the surviving spouse of the Owner, the
                    Contract may be continued with the surviving spouse as the
                    new Owner.
 
                    The Contracts contain provisions which are intended to
                    comply with the requirements of Section 72(s) of the Code,
                    although no regulations interpreting these requirements have
                    yet been issued. The Company intends to review such
                    provisions and modify them if necessary to try to assure
                    that they comply with the Section 72(s) requirements when
                    clarified by regulation or otherwise. Similar rules may
                    apply to a Qualified Contract.
 
                    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.
 
                                                                              37
<PAGE>
                    TAX TREATMENT OF ASSIGNMENTS
 
                    An assignment or pledge of a Contract may be a taxable
                    event. Contract Owners should therefore consult competent
                    tax advisers should they wish to assign their Contracts.
 
                    WITHHOLDING
 
                    Withholding of federal income taxes on the taxable portion
                    of all distributions may be required unless the recipient
                    elects not to have any such amounts withheld and properly
                    notifies the Company of that election. Different rules may
                    apply to United States citizens or expatriates living
                    abroad. Withholding is mandatory for certain distributions
                    from Qualified Contracts. In addition, some states have
                    enacted legislation requiring withholding.
 
                    SECTION 1035 EXCHANGES
 
                    Code Section 1035 generally provides that no gain or loss
                    shall be recognized on the exchange of one annuity contract
                    for another. If the surrendered contract was issued prior to
                    August 14, 1982, the tax rules that formerly provided that
                    the surrender was taxable only to the extent the amount
                    received exceeds the owner's investment in the contract will
                    continue to apply to amounts allocable to investment in the
                    contract before August 14, 1982. Special rules and
                    procedures apply to Code Section 1035 transactions.
                    Prospective purchasers wishing to take advantage of Code
                    Section 1035 should consult their tax advisers.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    NON-QUALIFIED CONTRACTS
 
                    Section 72 of the Code governs the treatment of
                    distributions from annuity contracts. It provides that if
                    the Annuity Account Value exceeds the aggregate Premium
                    Payments made, any amount withdrawn will be treated as
                    coming first from the earnings and then, only after the
                    income portion is exhausted, as coming from the principal.
                    Withdrawn earnings are includable in gross income. It
                    further provides that a ten percent (10%) penalty will apply
                    to the income portion of any premature distribution.
                    However, the penalty is not imposed on amounts received: (a)
                    after the Payee reaches age 59 1/2; (b) after the death of
                    the Contract Owner (or, if the Contract Owner is a
                    non-natural person, the Annuitant); (c) if the Payee is
                    totally disabled (for this purpose disability is as defined
                    in Section 72(m)(7) of the Code); (d) in a series of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or for the joint lives (or joint life
                    expectancies) of the Payee and his/her beneficiary; (e)
                    under an immediate annuity; or (f) which are allocable to
                    Premium Payments made prior to August 14, 1982.
 
                    The above information does not apply, except where noted, to
                    Qualified Contracts. However, separate tax withdrawal
                    penalties and restrictions may apply to such Qualified
                    Contracts. (See "Tax Treatment of Withdrawals -- Qualified
                    Contracts.")
 
                    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
 
38
<PAGE>
                    issued pursuant to the plan. Although the Company provides
                    administration for the Contract, it does not provide
                    administrative support for Qualified Plans. Following are
                    general descriptions of the types of Qualified Plans with
                    which the Contracts may be used. Such descriptions are not
                    exhaustive and are for general informational purposes only.
                    The tax rules regarding Qualified Plans are very complex and
                    will have differing applications, depending on individual
                    facts and circumstances. Each purchaser should obtain
                    competent tax advice prior to purchasing a Contract issued
                    in connection with a Qualified Plan.
 
                    Special favorable tax treatment may be available for certain
                    types of contributions and distributions (including special
                    rules for certain lump sum distributions). Adverse tax
                    consequences may result from contributions in excess of
                    specified limits, distributions prior to age 59 1/2 (subject
                    to certain exceptions), distributions that do not conform to
                    specified minimum distribution rules, aggregate
                    distributions in excess of a specified annual amount, and in
                    certain other circumstances. Therefore, the Company makes no
                    attempt to provide more than general information about use
                    of the Contract with the various types of qualified plans.
                    Purchasers and participants under qualified plans as well as
                    Annuitants, Payees and Beneficiaries are cautioned that the
                    rights of any person to any benefits under qualified plans
                    may be subject to the terms and conditions of the plan
                    themselves, regardless of the terms and conditions of the
                    Contract issued in connection therewith.
 
                    SECTION 403(B) PLANS
 
                    Under Section 403(b) of the Code, payments made by public
                    school systems and certain tax exempt organizations to
                    purchase annuity policies for their employees are excludable
                    from the gross income of the employee, subject to certain
                    limitations. However, such payments may be subject to FICA
                    (Social Security) taxes. Additionally, in accordance with
                    the requirements of the Code, Section 403(b) annuities
                    generally may not permit distribution of (i) elective
                    contributions made in years beginning after December 31,
                    1988, and (ii) earnings on those contributions and (iii)
                    earnings on amounts attributed to elective contributions
                    held as of the end of the last year beginning before January
                    1, 1989. Distributions of such amounts will be allowed only
                    upon the death of the employee, on or after attainment of
                    age 59 1/2, separation from service, disability, or
                    financial hardship, except that income attributable to
                    elective contributions may not be distributed in the case of
                    hardship.
 
                    INDIVIDUAL RETIREMENT ANNUITIES
 
                    Sections 219 and 408 of the Code permit individuals or their
                    employers to contribute to an individual retirement program
                    known as an "Individual Retirement Annuity" or an "IRA".
                    Individual Retirement Annuities are subject to limitation on
                    the amount which may be contributed and deducted and the
                    time when distributions may commence. In addition,
                    distributions from certain other types of qualified plans
                    may be placed into an Individual Retirement Annuity on a
                    tax-deferred basis.
 
                    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.
 
                                                                              39
<PAGE>
                    DEFERRED COMPENSATION PLANS
 
                    Section 457 of the Code, while not actually providing for a
                    qualified plan as that term is normally used, provides for
                    certain deferred compensation plans with respect to service
                    for state governments, local governments, political
                    sub-divisions, agencies, instrumentalities and certain
                    affiliates of such entities and tax exempt organizations
                    which enjoy special treatment. The Contracts can be used
                    with such plans. Under such plans a participant may specify
                    the form of investment in which his or her participation
                    will be made. All such investments, however, are owned by,
                    and are subject to, the claims of the general creditors of
                    the sponsoring employer.
 
                    The above description of federal income tax consequences
                    pertaining to the different types of Qualified Plans that
                    may be funded by the Contracts is only a brief summary and
                    is not intended as tax advice. The rules governing the
                    provisions of Qualified Plans are extremely complex and
                    often difficult to comprehend. Anything less than full
                    compliance with the applicable rules, all of which are
                    subject to change, may have significant adverse tax
                    consequences. A prospective purchaser considering the
                    purchase of a Contract in connection with a Qualified Plan
                    should first consult a qualified and competent tax adviser
                    with regard to the suitability of the Contract as an
                    investment vehicle for the Qualified Plan.
 
                    TAX TREATMENT OF WITHDRAWALS --
                    QUALIFIED CONTRACTS
 
                    Section 72(t) of the Code imposes a 10% penalty tax on the
                    taxable portion of any distribution from qualified
                    retirement plans, including Contracts issued and qualified
                    under Code Sections 401, 403(b), 408 and 457. To the extent
                    amounts are not includable in gross income because they have
                    been properly rolled over to an IRA or to another eligible
                    Qualified Plan, no tax penalty will be imposed. The tax
                    penalty will not apply to the following distributions: (a)
                    if distribution is made on or after the date on which the
                    Payee reaches age 59 1/2; (b) distributions following the
                    death of the Contract Owner or Annuitant (as applicable) or
                    disability of the Payee (for this purpose disability is as
                    defined in Section 72(m)(7) of the Code); (c) after
                    separation from service, distributions that are part of
                    substantially equal periodic payments made not less
                    frequently than annually for the life (or life expectancy)
                    of the Payee or the joint lives (or joint life expectancies)
                    of such Payee and his/her designated beneficiary; (d)
                    distributions to a Payee who has separated from service
                    after attaining age 55; (e) distributions made to the extent
                    such distributions do not exceed the amount allowable as a
                    deduction under Code Section 213 to the Payee for amounts
                    paid during the taxable year for medical care: and (f)
                    distributions made to an alternate payee pursuant to a
                    qualified domestic relations order.
 
                    The exceptions stated in Items (d), (e) and (f) above do not
                    apply in the case of an Individual Retirement Annuity.
 
FINANCIAL STATEMENTS
 
   
                    Audited financial statements of the Company as of December
                    31, 1997 and 1996 and for each of the three years in the
                    period ended December 31, 1997 are included in the Statement
                    of Additional Information. Also included are audited
                    financial statements for the Variable Account, which
                    commenced operations January 19, 1996, as of and for the
                    period ending December 31, 1997.
    
 
   
YEAR 2000 ISSUES
    
 
   
                    CIGNA Variable Annuity Separate Account I (the "Account") is
                    a "separate account" of the Company established under
                    Connecticut insurance law; thus, the Company is
    
 
40
<PAGE>
   
                    responsible, as part of its Year 2000 updating process, for
                    the updating of its Account - related computer systems.
                    Delaware Service Company ("Delaware") provides substantially
                    all of the necessary accounting and valuation services for
                    the Account. Delaware, for its part, is responsible for
                    updating all of its computer systems, including those which
                    service the Account, to accommodate the year 2000. The
                    Company and Delaware have begun formal discussions with each
                    other to assess the requirements for their respective
                    systems to interface properly in order to facilitate the
                    accurate and orderly operation of the Account beginning in
                    the year 2000.
    
 
   
                    Many existing computer programs use only two digits to
                    identify a year in the date field. These programs were
                    designed and developed without considering the impact of the
                    upcoming change in the century. If not corrected, many
                    computer applications could fail or create erroneous results
                    by or at the year 2000. The Year 2000 issue is pervasive and
                    complex and affects virtually every aspect of the businesses
                    of both the Company and Delaware (collectively the
                    "Companies"). The computer systems of the Companies and
                    their interfaces with the computer systems of vendors,
                    suppliers, customers and other business partners are
                    particularly vulnerable. The inability to properly recognize
                    date-sensitive electronic information and to transfer data
                    between systems could cause errors or even complete failure
                    of systems, which would result in a temporary inability to
                    process transactions correctly and engage in normal business
                    activities for the Account. The Companies respectively are
                    redirecting significant portions of their internal
                    information technology efforts and are contracting, as
                    needed, with outside consultants to help update their
                    systems to accommodate the year 2000. Also, in addition to
                    the discussions with each other noted above, the Companies
                    have each initiated formal discussions with other critical
                    parties that interface with their systems to gain an
                    understanding of the progress by those parties in addressing
                    Year 2000 issues. While the Companies are making substantial
                    efforts to address their own systems and the systems with
                    which they interface, it is not possible to provide
                    assurance that operational problems will not occur. The
                    Companies presently believe that, assuming the modification
                    of existing computer systems, updates by vendors and
                    conversion to new software and hardware, the Year 2000 issue
                    will not pose significant operations problems for their
                    respective computer systems. In addition, the Companies are
                    incorporating potential issues surrounding year 2000 into
                    their contingency planning process to address the
                    possibility that, despite these substantial efforts, there
                    are unresolved Year 2000 problems. If the remediation
                    efforts noted above are not completed timely or properly,
                    the Year 2000 issue could have a material adverse impact on
                    the operation of the businesses of the Companies.
    
 
   
                    The cost of addressing Year 2000 issues and the timeliness
                    of completion is being monitored by management of the
                    respective Companies. Nevertheless, there can be no
                    guarantee either by the Company or by Delaware that
                    estimated costs will be achieved, and actual results could
                    differ significantly from those anticipated. Specific
                    factors that might cause such differences include, but are
                    not limited to, the availability and cost of personnel
                    trained in this area, the ability to locate and correct all
                    relevant computer problems, and other uncertainties.
    
 
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
SAMPLE CALCULATIONS AND TABLES..................           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
  CIGNA Variable Annuity
   Separate Account I...........................          20
</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>
   
 [LOGO]
 
                                                                    29238 (5/98)
    
<PAGE>
   
                  PART B. STATEMENT OF ADDITIONAL INFORMATION
    
<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
Bloomfield, Connecticut                 P.O. Box 30790
                                        Hartford, CT 06150
                      Telephone: (800) (552-9898)
 
Mailing Address:                        Lockbox Address--By Courier:
Annuity & Variable Life Services        CIGNA Life Insurance Company
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,
1998, 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, 1998
    
 
                                       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
 
SAMPLE CALCULATIONS AND TABLES.............................................................................           4
  Withdrawal Charge and Market Value Adjustment Tables.....................................................           4
 
STATE REGULATION OF THE COMPANY............................................................................           6
 
ADMINISTRATION.............................................................................................           6
 
ACCOUNT INFORMATION........................................................................................           6
 
DISTRIBUTION OF THE CONTRACTS..............................................................................           7
 
CUSTODY OF ASSETS..........................................................................................           7
 
HISTORICAL PERFORMANCE DATA................................................................................           7
  Money Market Sub-Account Yield...........................................................................           7
  Other Sub-Account Yields.................................................................................           8
  Total Returns............................................................................................           8
  Other Performance Data...................................................................................           9
 
LEGAL MATTERS..............................................................................................           9
 
LEGAL PROCEEDINGS..........................................................................................          10
 
EXPERTS....................................................................................................          10
 
FINANCIAL STATEMENTS.......................................................................................          10
  CIGNA Life Insurance Company.............................................................................          12
  CIGNA Variable Annuity Separate Account I................................................................          20
</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
 
                                       3
<PAGE>
   
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 as follows:
    
 
   
    (1) The total value of Fund shares held in the Sub-Account is calculated by
       multiplying the number of Fund shares owned by the Sub-Account at the
       beginning of the Valuation Period by the net asset value per share of the
       Fund at the end of the Valuation Period, and adding any dividend or other
       distribution of the Fund if an ex-dividend date occurs during the
       Valuation Period; minus
    
 
   
    (2) The liabilities of the Sub-Account at the end of the Valuation Period;
       such liabilities include daily charges imposed on the Sub-Account, and
       may include a charge or credit with respect to any taxes paid or reserved
       for by the Company that the Company determines result from the operations
       of the Variable Account; and
    
 
   
    (3) The result of (2) is divided by the number of Sub-Account units
       outstanding at the beginning of the Valuation Period.
    
 
   
    The daily charges imposed on a Sub-Account for any Valuation Period are
equal to the daily mortality and expense risk charge plus daily administrative
expense charge multiplied by the number of calendar days in the 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.
 
   
                         SAMPLE CALCULATIONS AND TABLES
    
 
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. 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.
 
                                       4
<PAGE>
                            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    $   2,550   $  55,293
3....................................  $  62,872     1.000000   $    62,872   $  54,528   $  62,872    $   2,125   $  60,747
4....................................  $  67,867     1.004673   $    68,184   $  56,129   $  68,184    $   1,700   $  66,484
5....................................  $  73,261     1.000000   $    73,261   $  57,778   $  73,261    $   1,275   $  71,986
</TABLE>
 
                           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.....................................................       0.06                      0.0510              $   2,550
3.....................................................       0.05                      0.0425              $   2,125
4.....................................................       0.04                      0.0340              $   1,700
5.....................................................       0.03                      0.0255              $   1,275
</TABLE>
 
                                       5
<PAGE>
                         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................................      $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 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
 
                                       6
<PAGE>
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 certain of Connecticut
General Life Insurance Company's registered separate accounts. As of January 1,
1998, CFA, formerly a wholly-owned subsidiary of CIGNA Corporation, became a
wholly-owned subsidiary of Lincoln National Corporation, an Indiana corporation
with headquarters in Fort Wayne, Indiana, whose principal businesses are
insurance and financial services. 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 $18,345 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,
1997.
    
 
    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.
 
                          HISTORICAL PERFORMANCE DATA
 
   
    Historical performance data as of December 31, 1997 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.
 
                                       7
<PAGE>
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 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
 
                                       8
<PAGE>
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%.
 
    The Company may from time to time disclose cumulative total returns in
conjunction with the standard format described above. The cumulative returns
will be calculated using the following formula assuming that the deferred sales
charge percentage will be 0%.
 
                               CTR = (ERV/P) - 1
 
Where:    CTR    =    The cumulative total return net of
                      Sub-Account recurring charges for the
                      period.
          ERV    =    The ending redeemable value of the
                      hypothetical investment made at the
                      beginning of the one, five or ten-year
                      period, at the end of the one, five or
                      ten-year period (or fractional portion
                      thereof).
           P     =    A hypothetical initial payment of
                      $10,000
 
    All non-standard performance data will only be advertised if the standard
performance data is also disclosed.
 
    The Company may also from time to time use advertising which includes
hypothetical illustrations to compare the difference between the growth of a
taxable investment and a tax-deferred investment in a variable annuity.
 
                                 LEGAL MATTERS
 
   
    Legal advice regarding certain matters relating to the federal securities
laws applicable to the issuance of the Contracts described in the Prospectus and
this Statement has been provided by George N. Gingold, Esquire of West Hartford,
Connecticut. All matters of Connecticut law pertaining
    
 
                                       9
<PAGE>
   
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 Mark A.
Parsons, Chief Counsel, Retirement and Investment Services Division, CIGNA
Corporation.
    
 
                               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,
1997 and 1996 and for each of the three years in the period ended December 31,
1997 included in this Statement of Additional Information as well as the
Statement of Assets and Liabilities of the Variable Account at December 31, 1997
and the Statement of Operations and the Statement of Changes in Net Assets for
the period ended December 31, 1997 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 year ended
December 31, 1997 are also included.
    
 
                                       10
<PAGE>
 
                      One Financial Plaza              Telephone 860 240 2000
                      Hartford, CT 06103
 
PRICE WATERHOUSE LLP                                                   [LOGO]
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
   
February 10, 1998
    
 
   
To the Board of Directors and Shareholder of
CIGNA Life Insurance Company
    
 
   
In our opinion, the accompanying balance sheets and the related statements of
income and retained earnings and of cash flows present fairly, in all material
respects, the financial position of CIGNA Life Insurance Company at December 31,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
    
 
          [SIGNATURE]
 
                                                                              11
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                           1997       1996       1995
- -----------------------------------------------------------------------------------------------------
 
<S>                                                                   <C>        <C>        <C>
REVENUES
Premiums and fees...................................................  $   2,872  $   1,212  $   1,263
Net investment income...............................................      1,291      1,267      1,293
Realized investment gains...........................................        179         22         --
                                                                      ---------  ---------  ---------
    Total revenues..................................................      4,342      2,501      2,556
                                                                      ---------  ---------  ---------
BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses............................      2,707      1,608      1,461
Policy acquisition expenses.........................................        106         49         --
Other operating expenses............................................        790        231        456
                                                                      ---------  ---------  ---------
    Total benefits, losses and expenses.............................      3,603      1,888      1,917
                                                                      ---------  ---------  ---------
INCOME BEFORE INCOME TAXES..........................................        739        613        639
                                                                      ---------  ---------  ---------
Income taxes (benefits):
  Current...........................................................      1,257        299        242
  Deferred..........................................................       (997)       (87)       (16)
                                                                      ---------  ---------  ---------
    Total taxes.....................................................        260        212        226
                                                                      ---------  ---------  ---------
NET INCOME..........................................................        479        401        413
Retained earnings, beginning of year................................      5,065      4,664      4,251
- -----------------------------------------------------------------------------------------------------
RETAINED EARNINGS, END OF YEAR......................................  $   5,544  $   5,065  $   4,664
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
12
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- ------------------------------------------------------------------------------------------------
AS OF DECEMBER 31,                                                               1997       1996
- ------------------------------------------------------------------------------------------------
 
<S>                                                                         <C>        <C>
ASSETS
Investments:
  Fixed maturities, at fair value (amortized cost, $9,726; $13,116).......  $  10,105  $  13,644
  Short-term investments..................................................         --      7,924
                                                                            ---------  ---------
      Total investments...................................................     10,105     21,568
Cash and cash equivalents.................................................        942        252
Accrued investment income.................................................        219        359
Due from brokers..........................................................      2,193         --
Premiums and accounts receivable..........................................         --        269
Deferred policy acquisition costs.........................................        220        251
Deferred income taxes, net................................................      1,385        336
Due from parent...........................................................         --      3,228
Separate account assets...................................................     64,953     44,614
- ------------------------------------------------------------------------------------------------
      Total assets........................................................  $  80,017  $  70,877
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
LIABILITIES
Contractholder deposit funds..............................................  $   1,775  $   4,003
Future policy benefits....................................................          8      9,972
Unpaid claims and claim expenses..........................................         --        481
                                                                            ---------  ---------
      Total insurance and contractholder liabilities......................      1,783     14,456
Accounts payable, accrued expenses and other liabilities..................        379        328
Current income taxes......................................................      1,211        170
Separate account liabilities..............................................     64,953     44,614
- ------------------------------------------------------------------------------------------------
      Total liabilities...................................................     68,326     59,568
- ------------------------------------------------------------------------------------------------
CONTINGENCIES -- NOTE 8
SHAREHOLDER'S EQUITY
Common stock (25 shares outstanding)......................................      2,500      2,500
Additional paid-in capital................................................      3,400      3,400
Net unrealized appreciation on investments................................        247        344
Retained earnings.........................................................      5,544      5,065
- ------------------------------------------------------------------------------------------------
      Total shareholder's equity..........................................     11,691     11,309
- ------------------------------------------------------------------------------------------------
      Total liabilities and shareholder's equity..........................  $  80,017  $  70,877
- ------------------------------------------------------------------------------------------------
                                                                            --------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
                                                                              13
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
 
(IN THOUSANDS)
- -------------------------------------------------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31,                                       1997       1996       1995
- -------------------------------------------------------------------------------------------------
 
<S>                                                               <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income......................................................  $     479  $     401  $     413
Adjustments to reconcile net income to net cash (used in)
  provided by operating activities:
  Insurance liabilities.........................................    (10,445)       552        333
  Accrued investment income.....................................        140        (38)        (5)
  Premiums and accounts receivable..............................        269          2         15
  Deferred policy acquisition costs.............................         31       (251)        --
  Deferred income taxes, net....................................       (997)       (87)       (16)
  Accounts payable, accrued expenses, other liabilities and
   current income taxes.........................................      1,092        451        (24)
  Other, net....................................................       (136)        22         40
                                                                  ---------  ---------  ---------
    Net cash (used in) provided by operating activities.........     (9,567)     1,052        756
                                                                  ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
  Fixed maturities..............................................      1,435      2,972         --
  Short-term investments........................................     12,073      4,734        433
Maturities and repayments of fixed maturities...................         --        110         25
Investments purchased:
  Fixed maturities..............................................       (102)    (1,241)      (191)
  Short-term investments........................................     (4,149)   (12,658)      (817)
                                                                  ---------  ---------  ---------
    Net cash provided by (used in) investing activities.........      9,257     (6,083)      (550)
                                                                  ---------  ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder deposit
  funds.........................................................     (2,072)     4,130         --
Withdrawals and benefit payments from contractholder deposit
  funds.........................................................       (156)      (127)        --
Due from parent.................................................      3,228     (3,228)        --
Paid in capital.................................................         --        400         --
                                                                  ---------  ---------  ---------
      Net cash provided by financing activities.................      1,000      1,175         --
                                                                  ---------  ---------  ---------
Net increase (decrease) in cash and cash equivalents............        690     (3,856)       206
Cash and cash equivalents, beginning of year....................        252      4,108      3,902
- -------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of year..........................  $     942  $     252  $   4,108
- -------------------------------------------------------------------------------------------------
                                                                  -------------------------------
Supplemental Disclosure of Cash Information:
  Income taxes paid, net of refunds.............................  $     216  $     105  $     325
- -------------------------------------------------------------------------------------------------
                                                                  -------------------------------
</TABLE>
 
THE NOTES TO FINANCIAL STATEMENTS ARE AN INTEGRAL PART OF THESE STATEMENTS.
 
14
<PAGE>
                          CIGNA LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 -- DESCRIPTION OF BUSINESS AND DISPOSITION
 
  CIGNA Life Insurance Company (the Company) is a wholly-owned subsidiary of
Connecticut General Life Insurance Company (CGLIC), which is an indirect
wholly-owned subsidiary of CIGNA Corporation (CIGNA). The Company commenced
marketing individual variable annuity products in 1996. Prior to 1996,
substantially all of the Company's business resulted from reinsurance
arrangements with CGLIC, principally for individual life insurance.
 
  As of January 1, 1998, the Company sold its individual life insurance and
annuity businesses for cash proceeds of $2.9 million. The sale resulted in an
after-tax gain of approximately $1.7 million. Since the principal agreement to
sell these businesses is in the form of an indemnity reinsurance arrangement,
approximately $0.9 million of the gain will be deferred and amortized over
future periods. As a result of this disposition, the Company's future operating
activity will be minimal. See Note 7 for additional information.
 
NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  A) BASIS OF PRESENTATION:  These financial statements have been prepared in
conformity with generally accepted accounting principles, and reflect
management's estimates and assumptions, such as those regarding interest rates,
that affect the recorded amounts. Significant estimates, such as those used in
determining insurance liabilities and deferred tax assets, are discussed
throughout the Notes to Financial Statements. Certain reclassifications have
been made to prior years' amounts to conform with the 1997 presentation.
 
  B) RECENT ACCOUNTING PRONOUNCEMENT:  The American Institute of Certified
Public Accountants issued Statement of Position (SOP) 97-3, "Accounting by
Insurance and Other Enterprises for Insurance-Related Assessments" in 1997. SOP
97-3 provides guidance on the recognition and measurement of liabilities for
guaranty fund and other insurance-related assessments. Implementation is
required by the first quarter of 1999, with the cumulative effect of adopting
the SOP reflected in net income in the year of adoption. The Company has not
determined the effect or timing of implementation of this pronouncement.
 
  C) FINANCIAL INSTRUMENTS:  In the normal course of business, the Company
enters into transactions involving financial instruments such as fixed
maturities and contractholder deposit funds. These instruments are subject to
risk of loss due to interest rate and market fluctuations and most have credit
risk. The Company evaluates and monitors each financial instrument individually
and, where appropriate, obtains collateral or other forms of security to
minimize risk of loss.
 
  Financial instruments that are subject to fair value disclosure requirements
(insurance contracts are excluded) are carried in the financial statements at
amounts that approximate fair value. Fair values for financial instruments are
estimates that, in many cases, may differ significantly from the amounts that
could be realized upon immediate liquidation. For these financial instruments,
the fair value was not materially different from the carrying amount as of
December 31, 1997 and 1996. The fair value of liabilities for contractholder
deposit funds was estimated using the amount payable on demand.
 
  D) INVESTMENTS:  Investments in fixed maturities, which are classified as
available-for-sale, include bonds. Fixed maturities are carried at fair value,
with unrealized appreciation or depreciation included in Shareholder's Equity.
Fixed maturities are considered impaired and written down to fair value when a
decline in value is considered to be other than temporary. Realized investment
gains and losses are based upon specific identification of the investment
assets.
 
  E) CASH AND CASH EQUIVALENTS:  Short-term investments with a maturity of three
months or less at the time of purchase are reported as cash equivalents.
 
  F) DEFERRED POLICY ACQUISITION COSTS:  Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Acquisition costs for annuity products
are deferred and amortized, generally in proportion to the ratio of annual
revenue to the estimated total revenues over the contract periods.
 
                                                                              15
<PAGE>
  Deferred policy acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed unless such costs are estimated
to be unrecoverable as a result of treating unrealized investment gains and
losses as though they had been realized. In these cases a deferred acquisition
cost valuation allowance may be established or adjusted, with a comparable
offset in net unrealized appreciation (depreciation).
 
  G) SEPARATE ACCOUNTS:  Separate account assets and liabilities are principally
carried at market value and represent policyholder funds maintained in accounts
having specific investment objectives. The investment income, gains and losses
of these accounts generally accrue to the policyholders and, therefore, are not
included in the Company's revenues and expenses.
 
  H) CONTRACTHOLDER DEPOSIT FUNDS:  Liabilities for Contractholder Deposit Funds
consist of deposits received from customers and investment earnings on their
fund balances, less administrative charges.
 
  I) FUTURE POLICY BENEFITS:  Future policy benefits are liabilities for life,
health and annuity products. Such liabilities are established in amounts
adequate to meet the estimated future obligations of policies in force. These
liabilities are computed using the net level premium method, and are based upon
estimates as to future investment yield, mortality and withdrawals that include
provisions for adverse deviation. Future policy benefits for annuity and
individual life insurance policies are computed using an interest rate of 5.5%.
Mortality, morbidity, and withdrawal assumptions are based on either the
Company's own experience or various actuarial tables.
 
  J) UNPAID CLAIMS AND CLAIM EXPENSES:  Liabilities for unpaid claims and claim
expenses are estimates of payments to be made on reported and incurred but not
reported insurance claims.
 
  K) OTHER LIABILITIES:  Other Liabilities consists principally of various
insurance-related liabilities for taxes, licenses and fees.
 
  L) PREMIUMS AND FEES AND RELATED EXPENSES:  Premiums are recognized as revenue
when due. Benefits, losses and settlement expenses are matched with premiums.
Revenues for investment-related products consist of net investment income and
contract fees assessed against the fund balances during the period. Net
investment income represents investment income on assets supporting
investment-related products and is recognized as earned. Contract fees are based
upon related administrative expenses and are assessed ratably over the contract
year. Benefit expenses for investment-related products primarily consist of
amounts credited in accordance with contract provisions.
 
  M) INCOME TAXES:  The Company is included in the consolidated United States
federal income tax return filed by CIGNA. In accordance with a tax sharing
agreement with CIGNA, the provision for federal income tax is computed as if the
Company were filing a separate federal income tax return, except that benefits
arising from tax credits and net operating and capital losses are allocated to
those subsidiaries producing such attributes to the extent they are utilized in
CIGNA's consolidated federal income tax provision.
 
  Deferred income taxes are generally recognized when assets and liabilities
have different values for financial statement and tax reporting purposes. See
Note 6 for additional information.
 
NOTE 3 -- INVESTMENTS
 
  A) FIXED MATURITIES:  The amortized cost and fair value by contractual
maturity periods for fixed maturities as of December 31, 1997 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                           Amortized       Fair
(IN THOUSANDS)                                                                  Cost      Value
- -----------------------------------------------------------------------------------------------
<S>                                                                        <C>        <C>
Due in one year or less..................................................     $2,485  $   2,506
Due after one year through five years....................................      6,607      6,910
Due after five years through ten years...................................        593        642
Due after ten years......................................................         41         47
- -----------------------------------------------------------------------------------------------
  Total..................................................................     $9,726  $  10,105
- -----------------------------------------------------------------------------------------------
                                                                           --------------------
</TABLE>
 
16
<PAGE>
  Actual maturities could differ from contractual maturities because borrowers
may have the right to call or prepay obligations with or without call or
prepayment penalties.
 
  Gross unrealized appreciation (depreciation) for fixed maturities by type of
issuer was as follows:
<TABLE>
<S>                                                <C>          <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------------
                                                                    December 31, 1997
- -------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                     Amortized     Unrealized     Unrealized       Fair
(IN THOUSANDS)                                            Cost   Appreciation   Depreciation      Value
<S>                                                <C>          <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------------
Federal government bonds.........................   $   7,215     $     261      $      (3)   $   7,473
Foreign government bonds.........................         518            24             --          542
Corporate bonds..................................       1,993            97             --        2,090
- -------------------------------------------------------------------------------------------------------
  Total..........................................   $   9,726     $     382      $      (3)   $  10,105
- -------------------------------------------------------------------------------------------------------
                                                   ----------------------------------------------------
</TABLE>
   
<TABLE>
<S>                                                <C>          <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------------
                                                                    December 31, 1996
- -------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                     Amortized     Unrealized     Unrealized       Fair
(IN THOUSANDS)                                            Cost   Appreciation   Depreciation      Value
<S>                                                <C>          <C>            <C>            <C>
- -------------------------------------------------------------------------------------------------------
Federal government bonds.........................   $  10,598     $     427      $     (10)   $  11,015
Foreign government bonds.........................         524            26             --          550
Corporate bonds..................................       1,994            85             --        2,079
- -------------------------------------------------------------------------------------------------------
  Total..........................................   $  13,116     $     538      $     (10)   $  13,644
- -------------------------------------------------------------------------------------------------------
                                                   ----------------------------------------------------
</TABLE>
    
 
  B) SHORT-TERM INVESTMENTS:  Short-term investments included federal government
securities of $7.9 million at December 31, 1996. The Company had no short-term
investments at December 31, 1997.
 
  C) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:  Unrealized
appreciation and depreciation for investments carried at fair value (fixed
maturities) as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                       1997       1996
- ----------------------------------------------------------------------------------------------------
<S>                                                                             <C>        <C>
Unrealized appreciation.......................................................  $     382  $     538
Unrealized depreciation.......................................................         (3)       (10)
                                                                                ---------  ---------
                                                                                      379        528
Less deferred income taxes....................................................       (132)      (184)
- ----------------------------------------------------------------------------------------------------
Net unrealized appreciation...................................................  $     247  $     344
- ----------------------------------------------------------------------------------------------------
                                                                                --------------------
</TABLE>
 
  Net unrealized appreciation for investments that are carried at fair value is
included as a separate component of Shareholder's Equity, net of deferred income
taxes. The net unrealized appreciation (depreciation) for these investments,
primarily fixed maturities, during 1997, 1996 and 1995 was ($97,000), ($346,000)
and $873,000, respectively.
 
  D) OTHER:  As of December 31, 1997 and 1996, the Company had no concentration
of investments in a single investee exceeding 10% of Shareholder's Equity.
 
                                                                              17
<PAGE>
NOTE 4 -- INVESTMENT INCOME AND GAINS AND LOSSES
 
  A) NET INVESTMENT INCOME:  The components of net investment income for the
year ended December 31 were as follows:
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                             1997       1996       1995
- -----------------------------------------------------------------------------------------------------
<S>                                                                   <C>        <C>        <C>
Fixed maturities....................................................  $     957  $   1,009  $     973
Short-term investments..............................................        354        281        333
                                                                      ---------  ---------  ---------
                                                                          1,311      1,290      1,306
Less investment expenses............................................         20         23         13
- -----------------------------------------------------------------------------------------------------
Net investment income...............................................  $   1,291  $   1,267  $   1,293
- -----------------------------------------------------------------------------------------------------
                                                                      -------------------------------
</TABLE>
 
  B) REALIZED INVESTMENT GAINS AND LOSSES:  Realized investment gains on bonds
for 1997 and 1996 were $116,000 and $14,000, respectively, net of income tax
expense of $63,000 and $8,000, respectively. There were no realized investment
gains or losses for 1995.
 
NOTE 5 -- SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS
 
  The Connecticut Insurance Department (the Department) recognizes as net income
and surplus (shareholder's equity) those amounts determined in conformity with
statutory accounting practices prescribed or permitted by the Department, which
may differ from generally accepted accounting principles. As of December 31,
1997, there were no permitted accounting practices utilized by the Company that
were materially different from those prescribed by the Department.
 
  Capital stock of the Company at December 31, 1997 and 1996 consisted of 30,000
shares of common stock authorized, and 25,000 shares issued and outstanding (par
value $100).
 
  The Company's statutory net income was $1.8 million, $308,000 and $397,000 for
1997, 1996 and 1995, respectively. Statutory surplus was $12.2 million and $10.4
million at December 31, 1997 and 1996, respectively. The Connecticut Insurance
Holding Company Act limits the amount of annual dividends or other distributions
available to shareholders of Connecticut insurance companies without the
Department's prior approval. Under current law, the maximum dividend
distribution which may be made by the Company during 1998 without prior approval
is $1.8 million. The amount of restricted net assets as of December 31, 1997 was
approximately $9.9 million. Certain states also require that a minimum level of
$10 million of statutory capital and surplus be maintained.
 
NOTE 6 -- INCOME TAXES
 
  The Company's net deferred tax asset of $1.4 million and $336,000 as of
December 31, 1997 and 1996, respectively, reflects management's belief that the
Company's taxable income in future years will be sufficient to realize the net
deferred tax asset based on the Company's earnings history and its future
expectations. In determining the adequacy of future taxable income, management
considered the future reversal of its existing taxable temporary differences and
available tax planning strategies that could be implemented, if necessary.
 
  CIGNA's federal income tax returns are routinely audited by the Internal
Revenue Service, and provisions are made in CIGNA's financial statements in
anticipation of the results of these audits. CIGNA resolved all issues relative
to the Company arising out of audits for 1991 through 1993, which resulted in no
assessment in 1997.
 
18
<PAGE>
  The tax effect of temporary differences which give rise to deferred income tax
assets and liabilities as of December 31 were as follows:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
(IN THOUSANDS)                                                                      1997       1996
- ---------------------------------------------------------------------------------------------------
<S>                                                                            <C>        <C>
Deferred tax assets:
  Other insurance and contractholder liabilities.............................  $   1,252  $     289
  Policy acquisition expenses................................................        261        231
  Investments................................................................          4         --
                                                                               ---------        ---
  Total deferred tax assets..................................................      1,517        520
                                                                               ---------        ---
Deferred tax liabilities:
  Unrealized appreciation on investments.....................................        132        184
- ---------------------------------------------------------------------------------------------------
Net deferred income tax asset................................................  $   1,385  $     336
- ---------------------------------------------------------------------------------------------------
                                                                               --------------------
</TABLE>
 
  Total income taxes for 1997, 1996 and 1995 were not significantly different
from the amount computed using the nominal federal income tax rate of 35%.
 
NOTE 7 -- REINSURANCE
 
  In connection with the disposition discussed in Note 1, the Company terminated
its reinsurance arrangement with CGLIC under which the Company had assumed
reinsurance from CGLIC effective December 31, 1997. During 1997 and 1996,
insurance premiums assumed from CGLIC were $900,000 and $1.2 million,
respectively. At December 31, 1996, life insurance in force assumed from CGLIC
and related liabilities were $33.4 million and $9.8 million, respectively.
 
  Effective December 31, 1997, the Company also terminated its two 90%
coinsurance arrangements with CGLIC under which substantially all of the
Company's life and annuity products had been reinsured. As a result of these
arrangements, during 1997 and 1996 the Company ceded premiums and deposits
totaling $8.9 million and $43.0 million, respectively, expense and commission
allowances of $699,000 and $2.7 million, respectively, and reinsurance
recoveries totaling $1.2 million and $1.4 million, respectively. Included in
separate account liabilities at December 31, 1996 were funds held under one of
the coinsurance arrangements totaling $40.2 million.
 
  As a result of the termination of the reinsurance arrangements described
above, the Company transferred approximately $7 million in both assets and
reserves to CGLIC in December 1997.
 
NOTE 8 -- CONTINGENCIES
 
  A) REGULATORY AND INDUSTRY DEVELOPMENTS:  The Company's businesses are subject
to a changing social, economic, legal, legislative and regulatory environment
that could affect them. Some of the changes include initiatives to restrict
insurance pricing and the application of underwriting standards.
 
  The National Association of Insurance Commissioners recently approved
standardized statutory accounting practices, which are not scheduled to take
effect before 1999. The Company has not determined the effect on statutory net
income, surplus or liquidity at this time.
 
  The Company is contingently liable for possible assessments under regulatory
requirements pertaining to potential insolvencies of unaffiliated insurance
companies. Mandatory assessments, which are subject to statutory limits, can be
partially recovered through a reduction in future premium taxes in some states.
Although future assessments and payments may adversely affect results of
operations in future periods, such amounts are not expected to have a material
adverse effect on the Company's liquidity or financial condition.
 
  The eventual effect on the Company of the changing environment in which it
operates remains uncertain.
 
  B) LITIGATION:  The Company is routinely engaged in litigation incidental to
its business. It is management's opinion that such litigation is not likely to
have a material adverse effect on the Company's results of operations, liquidity
or financial condition in future periods.
 
NOTE 9 -- RELATED PARTY TRANSACTIONS
 
  CGLIC allocates to the Company its share of operating expenses for
administrative services provided.
 
  See Note 7 for information on reinsurance activities with CGLIC.
 
                                                                              19
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                      ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS               FIDELITY VIP PORTFOLIO SUB-ACCOUNTS
                                --------------------------------------------------   ----------------------------------------------
                                            LEVERAGED     MIDCAP        SMALL         EQUITY-       HIGH       MONEY
                                  GROWTH      ALLCAP      GROWTH    CAPITALIZATION     INCOME      INCOME      MARKET     OVERSEAS
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
<S>                             <C>         <C>         <C>         <C>              <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
 insurance funds at value.....  $6,720,542  $2,394,619  $4,468,725    $4,929,689     $7,177,312  $3,026,228  $2,004,732  $1,309,749
Receivable from CIGNA Life
 Insurance Company............      --          --           5,895       --               2,277      --           5,982      --
Receivable for fund shares
 sold.........................       7,193       4,270      --             1,375         --           1,435      --           5,146
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
  Total assets................   6,727,735   2,398,889   4,474,620     4,931,064      7,179,589   3,027,663   2,010,714   1,314,895
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
LIABILITIES:
Payable to CIGNA Life
 Insurance Company............       7,193       4,270      --             1,375         --           1,435      --           5,146
Payable for fund shares
 purchased....................      --          --           5,895       --               2,277      --           5,982      --
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
  Total liabilities...........       7,193       4,270       5,895         1,375          2,277       1,435       5,982       5,146
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
  Net assets..................  $6,720,542  $2,394,619  $4,468,725    $4,929,689     $7,177,312  $3,026,228  $2,004,732  $1,309,749
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
                                ----------  ----------  ----------  --------------   ----------  ----------  ----------  ----------
Accumulation units
 outstanding..................     533,777     192,937     347,797       454,338        515,383     244,455     186,254     111,798
Net asset value per
 accumulation unit............  $12.590543  $12.411431  $12.848669    $10.850258     $13.926178  $12.379478  $10.763448  $11.715303
 
<CAPTION>
                                   FIDELITY VIP II
                                PORTFOLIO SUB-ACCOUNTS
                                ----------------------
                                  ASSET     INVESTMENT
                                 MANAGER    GRADE BOND
                                ----------  ----------
<S>                             <C>         <C>
ASSETS:
Investment in variable
 insurance funds at value.....  $  811,631  $1,407,763
Receivable from CIGNA Life
 Insurance Company............      --           8,022
Receivable for fund shares
 sold.........................          29      --
                                ----------  ----------
  Total assets................     811,660   1,415,785
                                ----------  ----------
LIABILITIES:
Payable to CIGNA Life
 Insurance Company............          29      --
Payable for fund shares
 purchased....................      --           8,022
                                ----------  ----------
  Total liabilities...........          29       8,022
                                ----------  ----------
  Net assets..................  $  811,631  $1,407,763
                                ----------  ----------
                                ----------  ----------
Accumulation units
 outstanding..................      61,335     127,249
Net asset value per
 accumulation unit............  $13.232694  $11.063082
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       20
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                        AMT PORTFOLIO SUB-ACCOUNTS
                                     MFS SERIES SUB-ACCOUNTS        ----------------------------------
                                ----------------------------------               LIMITED
                                  TOTAL                   WORLD                  MATURITY
                                  RETURN    UTILITIES   GOVERNMENTS  BALANCED      BOND      PARTNERS
                                ----------  ----------  ----------  ----------  ----------  ----------
<S>                             <C>         <C>         <C>         <C>         <C>         <C>
ASSETS:
Investment in variable
 insurance funds at value.....  $3,252,639  $  462,293  $ 337,117   $1,073,783  $ 472,317   $5,915,933
Receivable from CIGNA Life
 Insurance Company............      --          --         --           --          8,038       --
Receivable for fund shares
 sold.........................         116          33         24        4,121     --            7,121
                                ----------  ----------  ----------  ----------  ----------  ----------
  Total assets................   3,252,755     462,326    337,141    1,077,904    480,355    5,923,054
                                ----------  ----------  ----------  ----------  ----------  ----------
LIABILITIES:
Payable to CIGNA Life
 Insurance Company............         116          33         24        4,121     --            7,121
Payable for fund shares
 purchased....................      --          --         --           --          8,038       --
                                ----------  ----------  ----------  ----------  ----------  ----------
  Total liabilities...........         116          33         24        4,121      8,038        7,121
                                ----------  ----------  ----------  ----------  ----------  ----------
  Net assets..................  $3,252,639  $  462,293  $ 337,117   $1,073,783  $ 472,317   $5,915,933
                                ----------  ----------  ----------  ----------  ----------  ----------
                                ----------  ----------  ----------  ----------  ----------  ----------
Accumulation units
 outstanding..................     248,453      29,938     33,023       89,317     43,616      375,038
Net asset value per
 accumulation unit............  $13.091558  $15.441911  $10.208648  $12.022153  $10.828905  $15.774212
 
<CAPTION>
                                      OCC ACCUMULATION TRUST
                                           SUB-ACCOUNTS
                                ----------------------------------
                                  GLOBAL
                                  EQUITY     MANAGED    SMALL CAP
                                ----------  ----------  ----------
<S>                             <C>         <C>         <C>
ASSETS:
Investment in variable
 insurance funds at value.....  $5,621,365  $11,510,878 $2,124,414
Receivable from CIGNA Life
 Insurance Company............      --          --          --
Receivable for fund shares
 sold.........................         201       6,758          76
                                ----------  ----------  ----------
  Total assets................   5,621,566  11,517,636   2,124,490
                                ----------  ----------  ----------
LIABILITIES:
Payable to CIGNA Life
 Insurance Company............         201       6,758          76
Payable for fund shares
 purchased....................      --          --          --
                                ----------  ----------  ----------
  Total liabilities...........         201       6,758          76
                                ----------  ----------  ----------
  Net assets..................  $5,621,365  $11,510,878 $2,124,414
                                ----------  ----------  ----------
                                ----------  ----------  ----------
Accumulation units
 outstanding..................     452,255     823,864     154,786
Net asset value per
 accumulation unit............  $12.429635  $13.971818  $13.724821
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       21
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                           ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS             FIDELITY VIP PORTFOLIO SUB-ACCOUNTS
                                     --------------------------------------------------   ------------------------------------------
                                                 LEVERAGED     MIDCAP        SMALL         EQUITY-       HIGH      MONEY
                                       GROWTH      ALLCAP      GROWTH    CAPITALIZATION     INCOME      INCOME     MARKET   OVERSEAS
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
<S>                                  <C>         <C>         <C>         <C>              <C>         <C>         <C>       <C>
INVESTMENT INCOME:
Dividends..........................  $  19,203   $  --       $   2,201   $    --          $  85,115   $ 162,688   $157,804  $15,934
 
EXPENSES:
Mortality and expense risk and
  administrative charges...........     78,389      27,519      52,169         58,763        81,384      35,105     38,896   15,820
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
  Net investment gain (loss).......    (59,186 )   (27,519 )   (49,968 )      (58,763)        3,731     127,583    118,908      114
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS:
Capital distributions from
  portfolio sponsors...............     34,776      --          53,679        164,464       427,936      20,107      --      63,253
Net realized gain (loss) on share
  transactions.....................      6,164         410      (4,949 )         (377)        1,245      (5,780 )    --      (2,737)
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
  Net realized gain................     40,940         410      48,730        164,087       429,181      14,327      --      60,516
Net unrealized gain................  1,246,944     352,205     488,175        341,424     1,001,358     249,616      --      35,170
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
  Net realized and unrealized gain
    on investments.................  1,287,884     352,615     536,905        505,511     1,430,539     263,943      --      95,686
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS..................  $1,228,698  $ 325,096   $ 486,937   $    446,748     $1,434,270  $ 391,526   $118,908  $95,800
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
                                     ----------  ----------  ----------  --------------   ----------  ----------  --------  --------
 
<CAPTION>
 
                                       FIDELITY VIP II
                                          PORTFOLIO
                                         SUB-ACCOUNTS
                                     --------------------
                                      ASSET    INVESTMENT
                                     MANAGER   GRADE BOND
                                     --------  ----------
<S>                                  <C>       <C>
INVESTMENT INCOME:
Dividends..........................  $ 18,286  $  69,813
EXPENSES:
Mortality and expense risk and
  administrative charges...........     8,746     16,842
                                     --------  ----------
  Net investment gain (loss).......     9,540     52,971
                                     --------  ----------
NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS:
Capital distributions from
  portfolio sponsors...............    45,871     --
Net realized gain (loss) on share
  transactions.....................       128      4,463
                                     --------  ----------
  Net realized gain................    45,999      4,463
Net unrealized gain................    58,841     41,442
                                     --------  ----------
  Net realized and unrealized gain
    on investments.................   104,840     45,905
                                     --------  ----------
INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS..................  $114,380  $  98,876
                                     --------  ----------
                                     --------  ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       22
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF OPERATIONS (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                           MFS SERIES SUB-ACCOUNTS                 AMT PORTFOLIO SUB-ACCOUNTS
                                     ------------------------------------   ----------------------------------------
                                       TOTAL                    WORLD                       LIMITED
                                       RETURN    UTILITIES   GOVERNMENTS     BALANCED    MATURITY BOND    PARTNERS
                                     ----------  ----------  ------------   -----------  -------------  ------------
<S>                                  <C>         <C>         <C>            <C>          <C>            <C>
INVESTMENT INCOME:
Dividends..........................  $  --       $  --       $     5,395    $   14,624   $    19,825    $    11,350
 
EXPENSES:
Mortality and expense risk and
  administrative charges...........     37,682       4,605         4,309        12,533         4,854         64,153
                                     ----------  ----------  ------------   -----------  -------------  ------------
  Net investment gain (loss).......    (37,682 )    (4,605 )       1,086         2,091        14,971        (52,803)
                                     ----------  ----------  ------------   -----------  -------------  ------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Capital distributions from
  portfolio sponsors...............     --          --             2,445        37,535       --             174,803
Net realized gain (loss) on share
  transactions.....................     11,805          43           191           232           441            982
                                     ----------  ----------  ------------   -----------  -------------  ------------
  Net realized gain................     11,805          43         2,636        37,767           441        175,785
Net unrealized gain (loss).........    546,882     104,030       (10,473)      112,500         4,249      1,110,370
                                     ----------  ----------  ------------   -----------  -------------  ------------
  Net realized and unrealized gain
    (loss) on investments..........    558,687     104,073        (7,837)      150,267         4,690      1,286,155
                                     ----------  ----------  ------------   -----------  -------------  ------------
INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS........  $ 521,005   $  99,468   $    (6,751)   $  152,358   $    19,661    $ 1,233,352
                                     ----------  ----------  ------------   -----------  -------------  ------------
                                     ----------  ----------  ------------   -----------  -------------  ------------
 
<CAPTION>
 
                                       OCC ACCUMULATION TRUST SUB-ACCOUNTS
                                     ---------------------------------------
                                       GLOBAL
                                       EQUITY        MANAGED      SMALL CAP
                                     -----------   ------------   ----------
<S>                                  <C>           <C>            <C>
INVESTMENT INCOME:
Dividends..........................  $   27,188    $    88,706    $   7,191
EXPENSES:
Mortality and expense risk and
  administrative charges...........      69,185        131,267       21,051
                                     -----------   ------------   ----------
  Net investment gain (loss).......     (41,997)       (42,561)     (13,860)
                                     -----------   ------------   ----------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
Capital distributions from
  portfolio sponsors...............     257,605        272,444       50,712
Net realized gain (loss) on share
  transactions.....................       2,292          5,354       (1,357)
                                     -----------   ------------   ----------
  Net realized gain................     259,897        277,798       49,355
Net unrealized gain (loss).........     365,823      1,563,433      239,214
                                     -----------   ------------   ----------
  Net realized and unrealized gain
    (loss) on investments..........     625,720      1,841,231      288,569
                                     -----------   ------------   ----------
INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS........  $  583,723    $ 1,798,670    $ 274,709
                                     -----------   ------------   ----------
                                     -----------   ------------   ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       23
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
 
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                  ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS                 FIDELITY VIP PORTFOLIO SUB-ACCOUNTS
                           ---------------------------------------------------   --------------------------------------------------
                                         LEVERAGED     MIDCAP         SMALL        EQUITY-                     MONEY
                             GROWTH        ALLCAP      GROWTH      CAPITALIZATION   INCOME     HIGH INCOME     MARKET     OVERSEAS
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
<S>                        <C>           <C>         <C>           <C>           <C>           <C>           <C>         <C>
OPERATIONS:
Net investment gain
 (loss)..................  $  (59,186)   $  (27,519) $  (49,968)   $  (58,763)   $    3,731    $  127,583    $  118,908  $      114
Net realized gain........      40,940           410      48,730       164,087       429,181        14,327        --          60,516
Net unrealized gain......   1,246,944       352,205     488,175       341,424     1,001,358       249,616        --          35,170
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
  Net increase from
    operations...........   1,228,698       325,096     486,937       446,748     1,434,270       391,526       118,908      95,800
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits.....     632,495       364,982     305,946       553,717       619,654       660,410     3,351,621     187,724
Participant transfers....     554,089       135,412     581,485       178,738       624,627       209,382    (4,817,778)    213,482
Participant
 withdrawals.............     (91,104)      (21,611)    (53,293)      (94,087)     (169,892)     (124,736)     (188,209)     (8,681)
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
  Net increase (decrease)
    from participant
    transactions.........   1,095,480       478,783     834,138       638,368     1,074,389       745,056    (1,654,366)    392,525
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
    Total increase
      (decrease) in net
      assets.............   2,324,178       803,879   1,321,075     1,085,116     2,508,659     1,136,582    (1,535,458)    488,325
NET ASSETS:
Beginning of period......   4,396,364     1,590,740   3,147,650     3,844,573     4,668,653     1,889,646     3,540,190     821,424
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
End of period............  $6,720,542    $2,394,619  $4,468,725    $4,929,689    $7,177,312    $3,026,228    $2,004,732  $1,309,749
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
                           -----------   ----------  -----------   -----------   -----------   -----------   ----------  ----------
 
<CAPTION>
 
                           FIDELITY VIP II PORTFOLIO
                                 SUB-ACCOUNTS
                           -------------------------
                              ASSET      INVESTMENT
                             MANAGER     GRADE BOND
                           -----------  ------------
<S>                        <C>          <C>
OPERATIONS:
Net investment gain
 (loss)..................  $     9,540  $    52,971
Net realized gain........       45,999        4,463
Net unrealized gain......       58,841       41,442
                           -----------  ------------
  Net increase from
    operations...........      114,380       98,876
                           -----------  ------------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits.....       51,260      153,852
Participant transfers....      151,731       81,144
Participant
 withdrawals.............       (5,051)     (75,871)
                           -----------  ------------
  Net increase (decrease)
    from participant
    transactions.........      197,940      159,125
                           -----------  ------------
    Total increase
      (decrease) in net
      assets.............      312,320      258,001
NET ASSETS:
Beginning of period......      499,311    1,149,762
                           -----------  ------------
End of period............  $   811,631  $ 1,407,763
                           -----------  ------------
                           -----------  ------------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       24
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
 
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
                                                                             AMT PORTFOLIO SUB-ACCOUNTS
                                       MFS SERIES SUB-ACCOUNTS         --------------------------------------
                                -------------------------------------                 LIMITED
                                   TOTAL                     WORLD                    MATURITY
                                  RETURN      UTILITIES   GOVERNMENTS   BALANCED        BOND       PARTNERS
                                -----------  -----------  -----------  -----------  ------------  -----------
<S>                             <C>          <C>          <C>          <C>          <C>           <C>
OPERATIONS:
Net investment gain (loss)....   $ (37,682)   $  (4,605)   $   1,086    $   2,091    $   14,971   $  (52,803)
Net realized gain.............      11,805           43        2,636       37,767           441      175,785
Net unrealized gain (loss)....     546,882      104,030      (10,473)     112,500         4,249    1,110,370
                                -----------  -----------  -----------  -----------  ------------  -----------
  Net increase (decrease) from
    operations................     521,005       99,468       (6,751)     152,358        19,661    1,233,352
                                -----------  -----------  -----------  -----------  ------------  -----------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits..........     292,867       43,369       33,996       62,974        90,047      589,901
Participant transfers.........     298,337       78,307       32,150      109,370       100,274      890,633
Participant withdrawals.......     (74,238)      (5,948)        (831)      (4,430)      (26,296)    (124,163)
                                -----------  -----------  -----------  -----------  ------------  -----------
  Net increase from
    participant
    transactions..............     516,966      115,728       65,315      167,914       164,025    1,356,371
                                -----------  -----------  -----------  -----------  ------------  -----------
    Total increase in net
      assets..................   1,037,971      215,196       58,564      320,272       183,686    2,589,723
NET ASSETS:
Beginning of period...........   2,214,668      247,097      278,553      753,511       288,631    3,326,210
                                -----------  -----------  -----------  -----------  ------------  -----------
End of period.................   $3,252,639   $ 462,293    $ 337,117    $1,073,783   $  472,317   $5,915,933
                                -----------  -----------  -----------  -----------  ------------  -----------
                                -----------  -----------  -----------  -----------  ------------  -----------
 
<CAPTION>
 
                                 OCC ACCUMULATION TRUST SUB-ACCOUNTS
                                -------------------------------------
                                  GLOBAL
                                  EQUITY       MANAGED     SMALL CAP
                                -----------  -----------  -----------
<S>                             <C>          <C>          <C>
OPERATIONS:
Net investment gain (loss)....  $   (41,997) $   (42,561) $   (13,860)
Net realized gain.............      259,897      277,798       49,355
Net unrealized gain (loss)....      365,823    1,563,433      239,214
                                -----------  -----------  -----------
  Net increase (decrease) from
    operations................      583,723    1,798,670      274,709
                                -----------  -----------  -----------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits..........      448,478    1,390,886      192,397
Participant transfers.........      486,897    1,933,014      531,702
Participant withdrawals.......      (95,846)    (229,819)     (13,268)
                                -----------  -----------  -----------
  Net increase from
    participant
    transactions..............      839,529    3,094,081      710,831
                                -----------  -----------  -----------
    Total increase in net
      assets..................    1,423,252    4,892,751      985,540
NET ASSETS:
Beginning of period...........    4,198,113    6,618,127    1,138,874
                                -----------  -----------  -----------
End of period.................  $ 5,621,365  $11,510,878  $ 2,124,414
                                -----------  -----------  -----------
                                -----------  -----------  -----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       25
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS
FIRST RECEIVED) TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                 ALGER AMERICAN PORTFOLIO SUB-ACCOUNTS                  FIDELITY VIP PORTFOLIO SUB-ACCOUNTS
                         ------------------------------------------------------   ------------------------------------------------
                                       LEVERAGED     MIDCAP          SMALL          EQUITY-                     MONEY
                            GROWTH       ALLCAP      GROWTH      CAPITALIZATION      INCOME      HIGH INCOME    MARKET    OVERSEAS
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
<S>                      <C>           <C>         <C>           <C>              <C>            <C>          <C>         <C>
Inception Date.........  February 23,   February   January 19,    February 9,     February 20,     May 17,     February   May 13,
                             1996       9, 1996       1996            1996            1996          1996       22, 1996     1996
OPERATIONS:
Net investment gain
 (loss)................   $  (21,816)  $   (7,549) $  (14,877)     $  (19,633)     $  (23,420)   $    (7,249) $  86,432   $ (2,735)
Net realized gain
 (loss)................       23,542       (3,529)      7,948           2,917           1,656            (10)    --              7
Net unrealized gain
 (loss)................      186,010       21,298     128,511          (9,354)        317,747         74,586     --         38,035
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
  Net increase
    (decrease) from
    operations.........      187,736       10,220     121,582         (26,070)        295,983         67,327     86,432     35,307
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits...    3,317,873    1,651,397   1,942,260       2,839,597       3,239,285      1,400,589  13,217,666   333,797
Participant
 transfers.............      925,179      299,414   1,093,142       1,040,987       1,177,728        422,934  (9,729,196)  453,233
Participant
 withdrawals...........      (34,424)    (370,291)     (9,334)         (9,941)        (44,343)        (1,204)   (34,712 )     (913)
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
  Net increase from
    participant
    transactions.......    4,208,628    1,580,520   3,026,068       3,870,643       4,372,670      1,822,319  3,453,758    786,117
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
    Total increase in
      net assets.......    4,396,364    1,590,740   3,147,650       3,844,573       4,668,653      1,889,646  3,540,190    821,424
NET ASSETS:
Beginning of period....      --            --          --             --              --             --          --          --
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
End of period..........   $4,396,364   $1,590,740  $3,147,650      $3,844,573      $4,668,653    $ 1,889,646  $3,540,190  $821,424
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
                         ------------  ----------  -----------   --------------   ------------   -----------  ----------  --------
 
<CAPTION>
                            FIDELITY VIP II
                               PORTFOLIO
                             SUB-ACCOUNTS
                         ---------------------
                          ASSET    INVESTMENT
                         MANAGER   GRADE BOND
                         --------  -----------
<S>                      <C>       <C>
Inception Date.........  March 1,   March 1,
                           1996       1996
OPERATIONS:
Net investment gain
 (loss)................  $ (2,834) $   (6,076)
Net realized gain
 (loss)................       277         568
Net unrealized gain
 (loss)................    36,730      34,504
                         --------  -----------
  Net increase
    (decrease) from
    operations.........    34,173      28,996
                         --------  -----------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits...   387,774   1,037,858
Participant
 transfers.............    78,318      87,046
Participant
 withdrawals...........      (954)     (4,138)
                         --------  -----------
  Net increase from
    participant
    transactions.......   465,138   1,120,766
                         --------  -----------
    Total increase in
      net assets.......   499,311   1,149,762
NET ASSETS:
Beginning of period....     --         --
                         --------  -----------
End of period..........  $499,311  $1,149,762
                         --------  -----------
                         --------  -----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       26
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
FINANCIAL STATEMENTS
STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
FOR THE PERIOD FROM INCEPTION (DATE DEPOSITS
FIRST RECEIVED) TO DECEMBER 31, 1996
<TABLE>
<CAPTION>
                                       MFS SERIES SUB-ACCOUNTS                   AMT PORTFOLIO SUB-ACCOUNTS
                                --------------------------------------   -------------------------------------------
                                   TOTAL                      WORLD                        LIMITED
                                   RETURN      UTILITIES   GOVERNMENTS     BALANCED     MATURITY BOND     PARTNERS
                                ------------   ---------   -----------   ------------   -------------   ------------
<S>                             <C>            <C>         <C>           <C>            <C>             <C>
Inception Date................  February 22,   March 15,    February     February 22,   February 20,    February 20,
                                    1996         1996       20, 1996         1996           1996            1996
OPERATIONS:
Net investment gain (loss)....   $   23,621    $  4,322     $ (1,037)      $ (3,107)      $  3,863       $  (15,319)
Net realized gain (loss)......       14,916      14,917            1          3,139         (5,482)           3,215
Net unrealized gain...........       76,713       7,903        6,883         21,429          7,496          385,732
                                ------------   ---------   -----------   ------------   -------------   ------------
  Net increase from
    operations................      115,250      27,142        5,847         21,461          5,877          373,628
                                ------------   ---------   -----------   ------------   -------------   ------------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits..........    1,686,151     185,211      179,597        539,940        252,711        2,214,066
Participant transfers.........      421,178      38,655       93,230        198,384         34,153          744,129
Participant withdrawals.......       (7,911)     (3,911)        (121)        (6,274)        (4,110)          (5,613)
                                ------------   ---------   -----------   ------------   -------------   ------------
  Net increase from
    participant
    transactions..............    2,099,418     219,955      272,706        732,050        282,754        2,952,582
                                ------------   ---------   -----------   ------------   -------------   ------------
    Total increase in net
      assets..................    2,214,668     247,097      278,553        753,511        288,631        3,326,210
NET ASSETS:
Beginning of period...........      --            --          --             --             --              --
                                ------------   ---------   -----------   ------------   -------------   ------------
End of period.................   $2,214,668    $247,097     $278,553       $753,511       $288,631       $3,326,210
                                ------------   ---------   -----------   ------------   -------------   ------------
                                ------------   ---------   -----------   ------------   -------------   ------------
 
<CAPTION>
                                 OCC ACCUMULATION TRUST SUB-ACCOUNTS
                                -------------------------------------
                                  GLOBAL
                                  EQUITY      MANAGED      SMALL CAP
                                ----------  ------------   ----------
<S>                             <C>         <C>            <C>
Inception Date................   February   February 20,    March 1,
                                 9, 1996        1996          1996
OPERATIONS:
Net investment gain (loss)....  $   (6,397)  $  (32,112)   $   (5,334)
Net realized gain (loss)......      31,496       16,367           337
Net unrealized gain...........     225,407      599,532        88,887
                                ----------  ------------   ----------
  Net increase from
    operations................     250,506      583,787        83,890
                                ----------  ------------   ----------
ACCUMULATION UNIT
 TRANSACTIONS:
Participant deposits..........   3,457,047    5,309,052       762,200
Participant transfers.........     878,847    1,293,574       293,019
Participant withdrawals.......    (388,287)    (568,286)         (235)
                                ----------  ------------   ----------
  Net increase from
    participant
    transactions..............   3,947,607    6,034,340     1,054,984
                                ----------  ------------   ----------
    Total increase in net
      assets..................   4,198,113    6,618,127     1,138,874
NET ASSETS:
Beginning of period...........      --          --             --
                                ----------  ------------   ----------
End of period.................  $4,198,113   $6,618,127    $1,138,874
                                ----------  ------------   ----------
                                ----------  ------------   ----------
</TABLE>
 
  The Notes to Financial Statements are an integral part of these statements.
 
                                       27
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
 
1.  ORGANIZATION
 
    CIGNA Variable Annuity Separate Account I (the Account) is registered as a
Unit Investment Trust under the Investment Company Act of 1940, as amended. The
operations of the Account are part of the operations of CIGNA Life Insurance
Company (CIGNA Life). The assets and liabilities of the Account are clearly
identified and distinguished from other assets and liabilities of CIGNA Life.
The assets of the Account are not available to meet the general obligations of
CIGNA Life and are held for the exclusive benefit of the participants.
 
    The assets of the Account are divided into variable sub-accounts each of
which is invested in shares of one of nineteen portfolios (mutual funds) of six
diversified open-end management investment companies, each portfolio with its
own investment objective. The variable sub-accounts are:
 
    ALGER AMERICAN FUND:--
 
       Alger American Growth Portfolio
       Alger American Leveraged AllCap Portfolio
       Alger American MidCap Growth Portfolio
       Alger American Small Capitalization Portfolio
 
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND:--
 
       Equity-Income Portfolio
       High Income Portfolio
       Money Market Portfolio
       Overseas Portfolio
 
    FIDELITY VARIABLE INSURANCE PRODUCTS FUND II:--
 
       Asset Manager Portfolio
       Investment Grade Bond Portfolio
 
    MFS VARIABLE INSURANCE TRUST:--
 
       MFS Total Return Series
       MFS Utilities Series
       MFS World Governments Series
 
    NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST:--
 
       AMT Balanced Portfolio
       AMT Limited Maturity Bond Portfolio
       AMT Partners Portfolio
 
    OCC ACCUMULATION TRUST:--
 
       OCC Global Equity Portfolio
       OCC Managed Portfolio
       OCC Small Cap Portfolio
 
    Effective January 1, 1998, CG Life sold its individual variable annuity
business to Lincoln National Corporation (Lincoln). Although CG Life will remain
responsible for all policy terms and conditions, Lincoln will be servicing the
individual annuity contracts, including the payment of benefits, oversight of
investment management and contract administration.
 
2.  SIGNIFICANT ACCOUNTING POLICIES
 
    These financial statements have been prepared in conformity with generally
accepted accounting principles. The following is a summary of significant
accounting policies consistently followed in the preparation of the Account's
financial statements.
 
                                       28
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
 
2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
A.  INVESTMENT VALUATION:--Investments held by the sub-accounts are valued at
    their respective closing net asset value per share as determined by the
    mutual funds as of December 31, 1997. The change in the difference between
    cost and value is reflected as unrealized gain (loss) in the Statements of
    Operations.
 
B.  INVESTMENT TRANSACTIONS:--Investment transactions are recorded on the trade
    date (date the order to buy or sell is executed). Realized gains and losses
    on sales of investments are determined by the last-in, first-out cost basis
    of the investment sold. Dividend and capital gain distributions are recorded
    on the ex-dividend date. Investment transactions are settled through CIGNA
    Life.
 
C.  FEDERAL INCOME TAXES:--The operations of the Account form a part of, and are
    taxed with, the total operations of CIGNA Life, which is taxed as a life
    insurance company. Under existing Federal income tax law, investment income
    (dividends) and capital gains attributable to the Account are not taxed.
 
3.  INVESTMENTS
 
    Total shares held and cost of investments as of December 31, 1997 were:
 
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                                                                         COST OF
SUB-ACCOUNT                                              SHARES HELD   INVESTMENTS
- ----------------------------------------------------------------------------------
<S>                                                      <C>           <C>
Alger American Growth Portfolio........................      157,169   $ 5,287,588
Alger American Leveraged AllCap Portfolio..............      103,350     2,021,116
Alger American MidCap Growth Portfolio.................      184,811     3,852,039
Alger American Small Capitalization Portfolio..........      112,679     4,597,618
Fidelity Equity-Income Portfolio.......................      295,606     5,858,209
Fidelity High Income Portfolio.........................      222,844     2,702,027
Fidelity Money Market Portfolio........................    2,004,732     2,004,732
Fidelity Overseas Portfolio............................       68,216     1,236,544
Fidelity Asset Manager Portfolio.......................       45,066       716,060
Fidelity Investment Grade Bond Portfolio...............      112,083     1,331,817
MFS Total Return Series................................      195,589     2,629,044
MFS Utilities Series...................................       25,697       350,360
MFS World Governments Series...........................       33,018       340,708
AMT Balanced Portfolio.................................       60,325       939,854
AMT Limited Maturity Bond Portfolio....................       33,450       460,572
AMT Partners Portfolio.................................      287,181     4,419,831
OCC Global Equity Portfolio............................      392,553     5,030,135
OCC Managed Portfolio..................................      271,611     9,347,906
OCC Small Cap Portfolio................................       80,562     1,796,320
- ----------------------------------------------------------------------------------
</TABLE>
 
                                       29
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
 
3.  INVESTMENTS (CONTINUED)
    Total purchases and sales of shares for each mutual fund, for the year ended
December 31, 1997, amounted to:
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
SUB-ACCOUNT                                    PURCHASES     SALES
- ---------------------------------------------------------------------
<S>                                            <C>         <C>
Alger American Growth Portfolio..............  $1,424,959  $  353,889
Alger American Leveraged AllCap Portfolio....     546,534      95,270
Alger American MidCap Growth Portfolio.......   1,168,070     330,221
Alger American Small Capitalization
  Portfolio..................................   1,319,694     575,626
Fidelity Equity-Income Portfolio.............   1,900,443     394,385
Fidelity High Income Portfolio...............   1,473,203     580,456
Fidelity Money Market Portfolio..............   3,662,896   5,198,354
Fidelity Overseas Portfolio..................     633,677     177,785
Fidelity Asset Manager Portfolio.............     297,527      44,176
Fidelity Investment Grade Bond Portfolio.....     464,233     252,137
MFS Total Return Series......................     726,219     246,935
MFS Utilities Series.........................     164,417      53,294
MFS World Governments Series.................     101,617      32,770
AMT Balanced Portfolio.......................     277,567      70,027
AMT Limited Maturity Bond Portfolio..........     322,764     143,768
AMT Partners Portfolio.......................   1,803,515     325,144
OCC Global Equity Portfolio..................   1,347,450     292,313
OCC Managed Portfolio........................   3,879,160     555,203
OCC Small Cap Portfolio......................     928,032     180,342
- ---------------------------------------------------------------------
</TABLE>
 
4.  CHARGES AND DEDUCTIONS
 
    CIGNA Life assumes the risk that annuitants may live longer than expected
and also assumes a mortality risk in connection with the death benefits of the
contract. CIGNA Life also assumes a risk that its actual administrative expenses
may be higher than amounts deducted for such expenses. CIGNA Life charges each
variable sub-account the daily equivalent of 1.20%, on an annual basis, of the
current value of each sub-account's assets for the assumption of these risks.
 
    CIGNA Life also deducts a daily administrative fee from the assets of each
variable sub-account as partial reimbursement for administrative expenses
relating to the issuance and maintenance of the contract and the participant's
annuity account. This charge is currently at an effective annual rate of .10%.
 
    As partial compensation for administrative services provided, CIGNA Life
additionally receives a $35 annuity account fee per year from each contract.
This charge is deducted from the fixed or variable sub-account of the
participant or on a pro-rata basis from two or more fixed or variable
sub-accounts in relation to their values under the contract. Fixed sub-accounts
are part of the general account of CIGNA Life and are not included in these
financial statements. The annuity account fee will be waived for any contract
year in which the annuity account value equals or exceeds $100,000 as of the
last valuation date of the contract year. Annuity account fees, for the variable
sub-accounts, amounting to $16,358, were deducted for the year ended December
31, 1997.
 
    For an additional charge (optional death benefit fee), an optional death
benefit may be selected by the participant. The optional death benefit fee will
be deducted from the participant's fixed or variable sub-account or on a
pro-rata basis from two or more fixed or variable sub-accounts in relation to
their values under the contract on the date of each contract
 
                                       30
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
 
4.  CHARGES AND DEDUCTIONS (CONTINUED)
anniversary. The optional death benefit fees, for the variable sub-accounts,
amounted to $1,230 during the year ended December 31, 1997.
 
    Under certain circumstances, CIGNA Life reserves the right to charge a
transfer fee of up to $10 for transfers between sub-accounts. No transfer fees,
for the variable sub-accounts, were deducted for the year ended December 31,
1997.
 
    The fees charged by CIGNA Life for mortality and expense risks and
administrative fees, from the variable sub-accounts, for the year ended December
31, 1997, amounted to:
 
<TABLE>
<CAPTION>
   -------------------------------------------------------------------------------------------
                                                                           MORTALITY
                                                                              AND
                                                                            EXPENSE    ASSET BASED
                                                                             RISK      ADMINISTRATIVE
SUB-ACCOUNT                                                                  FEES         FEES
- --------------------------------------------------------------------------------------------------
<S>                                                                       <C>          <C>
Alger American Growth Portfolio.........................................   $  72,359    $   6,030
Alger American Leveraged AllCap Portfolio...............................      25,402        2,117
Alger American MidCap Growth Portfolio..................................      48,156        4,013
Alger American Small Capitalization Portfolio...........................      54,243        4,520
Fidelity Equity-Income Portfolio........................................      75,124        6,260
Fidelity High Income Portfolio..........................................      32,405        2,700
Fidelity Money Market Portfolio.........................................      35,904        2,992
Fidelity Overseas Portfolio.............................................      14,603        1,217
Fidelity Asset Manager Portfolio........................................       8,073          673
Fidelity Investment Grade Bond Portfolio................................      15,546        1,296
MFS Total Return Series.................................................      34,783        2,899
MFS Utilities Series....................................................       4,251          354
MFS World Governments Series............................................       3,978          331
AMT Balanced Portfolio..................................................      11,569          964
AMT Limited Maturity Bond Portfolio.....................................       4,481          373
AMT Partners Portfolio..................................................      59,218        4,935
OCC Global Equity Portfolio.............................................      63,863        5,322
OCC Managed Portfolio...................................................     121,170       10,097
OCC Small Cap Portfolio.................................................      19,432        1,619
- -------------------------------------------------------------------------------------------
</TABLE>
 
    No deduction for sales charges is made from a premium payment. However, if a
cash withdrawal is made, a withdrawal charge (contingent deferred sales charge)
may be assessed by CIGNA Life. The withdrawal charge, if assessed, varies from
0-7% depending upon the duration of each contract deposit. The withdrawal charge
is deducted from withdrawal proceeds for full withdrawals and reduces the
remaining account value for partial withdrawals. These charges are paid to CIGNA
Life as reimbursement for services provided. These services include commissions
paid to sales personnel, the costs of preparation of sales literature and other
promotional costs and acquisition expenses. Withdrawal charges paid to CIGNA
Life for the variable sub-accounts, for the year ended December 31, 1997,
amounted to $18,345.
 
5.  DISTRIBUTION OF NET INCOME
 
    The Account does not expect to declare dividends to participants from
accumulated net income. The accumulated net income is distributed to
participants as part of surrenders, death benefits, transfers to other fixed or
variable sub-accounts or annuity payments in excess of net purchase payments.
 
                                       31
<PAGE>
CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
- --------------------------------------------------------------------------------
 
6.  DIVERSIFICATION REQUIREMENTS
 
    Under the provisions of Section 817(h) of the Internal Revenue Code of 1986
(the Code), a variable annuity contract, other than a contract issued in
connection with certain types of employee benefit plans, will not be treated as
an annuity contract for Federal tax purposes for any period for which the
investments of the segregated asset account, on which the contract is based, are
not adequately diversified. The Code provides that the "adequately diversified"
requirement may be met if the underlying investments satisfy either a statutory
safe harbor test or diversification requirements set forth in regulations issued
by the Secretary of the Treasury. CIGNA Life believes, based on assurances from
the mutual fund managers, that the mutual funds satisfy the requirements of the
regulations.
 
                                       32
<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Board of Directors of CIGNA
Life Insurance Company and Participants of the
CIGNA Variable Annuity Separate Account I
 
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and of changes in net assets present fairly, in
all material respects, the financial position of each of the sub-accounts, Alger
American Fund--Alger American Growth Portfolio, Alger American Leveraged AllCap
Portfolio, Alger American MidCap Growth Portfolio, Alger American Small
Capitalization Portfolio; Fidelity Variable Insurance Products
Fund--Equity-Income Portfolio, High Income Portfolio, Money Market Portfolio,
Overseas Portfolio; Fidelity Variable Insurance Products Fund II--Asset Manager
Portfolio, Investment Grade Bond Portfolio; MFS Variable Insurance Trust--MFS
Total Return Series, MFS Utilities Series, MFS World Governments Series;
Neuberger & Berman Advisers Management Trust--AMT Balanced Portfolio, AMT
Limited Maturity Bond Portfolio, AMT Partners Portfolio; OCC Accumulation
Trust--OCC Global Equity Portfolio, OCC Managed Portfolio, OCC Small Cap
Portfolio (constituting the CIGNA Variable Annuity Separate Account I, hereafter
referred to as "the Account") at December 31, 1997, the results of each of their
operations for the year then ended and the changes in each of their net assets
for the periods indicated, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Account's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1997 by correspondence with the
custodians, provide a reasonable basis for the opinion expressed above.
 
PRICE WATERHOUSE LLP
Hartford, Connecticut
February 20, 1998
 
                                       33
<PAGE>
                           PART C. OTHER INFORMATION
<PAGE>
ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS
 
    (a) Financial Statements (provided in the Statement of Additional
Information)
 
     (1) Registrant
 
   
        (A) Statements of Assets and Liabilities as of December 31, 1997 and
            December 31, 1996
    
 
   
        (B) Statement of Operations for the Periods (as defined in the financial
            statements) ended December 31, 1997.
    
 
   
        (C) Statement of Changes in Net Assets for the Periods (as defined in
            the financial statements) ended December 31, 1997 and December 31,
            1996.
    
 
     (2) Depositor
 
   
        (A) Consolidated Statements of Income and Retained Earnings for the
            Years Ended December 31, 1997, 1996 and 1995.
    
 
   
        (B) Consolidated Balance Sheets As of December 31, 1997 and 1996.
    
 
   
        (C) Consolidated Statements of Cash Flows for the Years Ended December
            31, 1997, 1996 and 1995.
    
 
    (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) 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).**
    
 
   
     (5) 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)**
    
 
     (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 and Consent of Mark A. Parsons, Esq., Chief Counsel, of CIGNA
         Corporation
    
 
   
    (10) (A)  Consent of Price Waterhouse LLP
    
 
   
        (B)  Consent of George N. Gingold, 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.
 
   
    *** Incorporated by reference to Post-Effective Amendment No. 3 to this Form
        N-4 Registration Statement (File No. 33-90984) filed on April 22, 1997.
    
 
                                                                               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) and Director
John Wilkinson           Vice President and Actuary (Principal Financial Officer)
Dominic A. DellaVolpe    Assistant Vice President (Principal Accounting Officer)
David C. Kopp            Corporate Secretary
Andrew G. Helming        Secretary
Stephen C. Stachelek     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
Marc L. Preminger        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, 1997 there were 792 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 $18,345
were paid on the variable portion of the Contracts during the year ended
December 31, 1997.
    
 
    The investment companies for which CFA acts as a principal underwriter are:
 
   
CG Variable Annuity Separate Account
CG Variable Annuity Separate Account II
CG Variable Life Insurance Separate Account I
CG Variable Life Insurance Separate Account II
CIGNA Variable Annuity Separate Account I
    
 
2
<PAGE>
DIRECTORS AND OFFICERS OF PRINCIPAL UNDERWRITER
 
   
<TABLE>
<CAPTION>
NAME                                    POSITIONS AND OFFICES WITH UNDERWRITER
- ----------------------  ----------------------------------------------------------------------
<S>                     <C>
J. Michael Hemp         President
Todd R. Stephenson      Senior Vice President and Chief Operating Officer
Carolyn P. Brody        Vice President
Joy P. McConnell        Vice President
Priscilla S. Brown      Vice President
Philip L. Holstein      Vice President
Karen R. Matheson       Director and Vice President
John M. Behrendt        Vice President
Janet C. Whitney        Vice President and Treasurer
Robert A. Picarello     Chief Counsel and Assistant Secretary
H. Edward Cohen         Assistant Vice President
Karen E. Goldman        Assistant Vice President
C. Suzanne Womack       Secretary
Gil L. Bearman          Assistant Secretary
Brian S. Becker         Assistant Secretary
Renee L. Becks          Assistant Secretary
Gail Black              Assistant Treasurer
Walter W. Bonham, Jr.   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. 4 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 10th day of April, 1998. Registrant certifies
that this amendment meets all of the requirements for effectiveness pursuant to
Rule 485(b) under the Securities Act of 1933.
    
 
                                          CIGNA VARIABLE ANNUITY SEPARATE
                                          ACCOUNT I
                                          (Registrant)
 
                                          By         /s/ THOMAS C. JONES
                                            ------------------------------------
   
                                                      Thomas C. Jones
                                                   PRESIDENT AND DIRECTOR
                                                CIGNA Life Insurance Company
    
 
                                          CIGNA LIFE INSURANCE COMPANY
                                          (Depositor)
 
                                          By         /s/ THOMAS C. JONES
                                            ------------------------------------
   
                                                      Thomas C. Jones
                                                   PRESIDENT AND DIRECTOR
    
<PAGE>
   
    Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 4 to this Registration Statement (File No.
33-90984) has been signed below on April 13th, 1998 in the capacities indicated:
    
 
   
<TABLE>
<CAPTION>
                      SIGNATURE                                                   TITLE
- ------------------------------------------------------  ---------------------------------------------------------
<C>                                                     <S>
 
                 /s/ THOMAS C. JONES
     -------------------------------------------        President and Director
                   Thomas C. Jones                       (Principal Executive Officer)
 
                  /s/ JOHN WILKINSON
     -------------------------------------------        Vice President and Actuary
                    John Wilkinson                       (Principal Financial Officer)
 
              /s/ DOMINIC A. DELLAVOLPE*
     -------------------------------------------        Assistant Vice President
                Dominic A. DellaVolpe                    (Principal Accounting Officer)
 
                /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
 
             *By       /s/ JOHN WILKINSON
         ---------------------------------------
                    John Wilkinson
                   ATTORNEY-IN-FACT
            (A Majority of the Directors)
</TABLE>
    
<PAGE>
                               POWER OF ATTORNEY
 
   
    We, the undersigned directors and officers of CIGNA Life Insurance Company,
hereby severally constitute and appoint John Wilkinson, Mark A. Parsons and
David C. Kopp, 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 10th day of April, 1998.
    
 
   
             SIGNATURE                         TITLE
- -----------------------------------  -------------------------
 
        /s/ THOMAS C. JONES          President and Director
- -----------------------------------  (Principal Executive
          Thomas C. Jones            Officer)
 
                                     Vice President and
        /s/ JOHN WILKINSON           Actuary
- -----------------------------------  (Principal Financial
          John Wilkinson             Officer)
 
     /s/ DOMINIC A. DELLAVOLPE       Assistant Vice President
- -----------------------------------  (Principal Accounting
       Dominic A. DellaVolpe         Officer)
 
       /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
 
    

<PAGE>
                                                                  Exhibit (b)(9)
 
Mark A. Parsons
Chief Counsel
 
                                            Legal Department, S-215
                                            Hartford, CT 06152-2215
                                            Telephone: (860) 726-7673
                                            Facsimile: (860) 572-8885
 
                                            April 13, 1998
 
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
 
RE: CIGNA VARIABLE ANNUITY SEPARATE ACCOUNT I
    CIGNA LIFE INSURANCE COMPANY
    POST-EFFECTIVE AMENDMENT NUMBER 4: 33-90984
 
Dear Sirs:
 
   
As Chief Counsel of the Retirement and Investment Services Division of CIGNA
Corporation, I am familiar with the actions of the Board of Directors of CIGNA
Life Insurance Company (the Company), establishing the Account and its method of
operation and authorizing the filing of a Registration Statement under the
Securities Act of 1933, (and amendments thereto) 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, as amended, 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 Post-Effective
Amendment No. 4 to said Registration Statement and to the reference to me under
the heading Experts in said Registration Statement, as amended.
 
                                            Very truly yours,
 
                                            /s/ Mark A. Parsons
 
                                            Mark A. Parsons
                                            Chief Counsel

<PAGE>
                                                              Exhibit (b)(10)(A)
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
   
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 4 under the Securities
Act of 1933 and Amendment No. 7 under the Investment Company Act of 1940 to the
registration statement of the CIGNA Variable Annuity Separate Account I on Form
N-4 of our reports dated February 10, 1998 and February 20, 1998, relating to
the financial statements of CIGNA Life Insurance Company and the CIGNA Variable
Annuity Separate Account I of CIGNA Life Insurance Company, respectively, which
appear in such Statement of Additional Information. We also consent to the
reference to us under the heading "Experts" in such Statement of Additional
Information.
    
 
   
PRICE WATERHOUSE LLP
Hartford, Connecticut
April 22, 1998
    

<PAGE>
                                                              Exhibit (b)(10)(B)
 
                            GEORGE N. GINGOLD, ESQ.
                                ATTORNEY AT LAW
                             197 KING PHILIP DRIVE
                           WEST HARTFORD, CONNECTICUT
                                   06117-1409
 
   
April 22, 1998
    
 
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 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. 4 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/ George N. Gingold
 
George N. Gingold, Esquire


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