ANNUITY INVESTORS VARIABLE ACCOUNT A
497, 1996-10-18
Previous: ANNUITY INVESTORS VARIABLE ACCOUNT A, 497, 1996-10-18
Next: ANNUITY INVESTORS VARIABLE ACCOUNT A, 497, 1996-10-18


<PAGE>
     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     __________________________________________________________________________




		  ANNUITY INVESTORS (SERVICEMARK) VARIABLE ACCOUNT A
					  of
		 ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
				     PROSPECTUS 
				       for the
	  Commodore Mariner(SERVICEMARK) and Commodore Americus(SERVICEMARK)
		    Individual Flexible Premium Deferred Annuities
				      Issued by
		       ANNUITY INVESTORS LIFE INSURANCE COMPANY
	      P.O. Box 5423, Cincinnati, Ohio 45201-5423, (800) 789-6771


     This  Prospectus describes  the Commodore  Mariner  and Commodore  Americus
     Individual  Flexible   Premium  Deferred   Annuity  Contracts   (each,  the
     "Contract")  issued  by  Annuity  Investors  Life  Insurance  Company  (the
     "Company").

     The Commodore Americus  is available in connection  with arrangements  that
     qualify  for  favorable  tax  treatment  ("Qualified   Contract(s)")  under
     sections 401, 403 and 408 of  the Internal Revenue Code of 1986, as amended
     (the  "Code").  The  Commodore Mariner  is available  for non-tax-qualified
     annuity   purchases  ("Non-Qualified   Contract(s)"),  including  Contracts
     purchased by an  employer in  connection with a  Code Section  457 or  non-
     qualified deferred compensation plan.

     The Contract provides for the accumulation of  an Account Value on a  fixed
     or variable  basis, or a  combination of  both. The Contract  also provides
     for the payment of periodic annuity payments on  a fixed or variable basis,
     or a combination of both.  If the variable basis is chosen,  Annuity values
     will  be  held in  Annuity  Investors  Variable  Account  A (the  "Separate
     Account") and  will vary  according to  the investment  performance of  the
     mutual funds in which  the Sub-Accounts of the Separate Account invest.  If
     the fixed basis  is chosen, periodic  annuity payments  from the  Company's
     general account will be fixed and will not vary.

     The Separate Account is divided  into Sub-Accounts.  Each  Sub-Account uses
     its assets to  purchase, at their net  asset value, shares of  a designated
     registered investment company or portfolio  thereof (each, a "Fund").   The
     Funds available for investment in  the Separate Account under  the Contract
     are as follows:   (1) Janus Aspen Series  Aggressive Growth Portfolio;  (2)
     Janus  Aspen Series  Worldwide  Growth Portfolio;  (3)  Janus Aspen  Series
     Balanced Portfolio; (4) Janus  Aspen Series Short-Term Bond Portfolio;  (5)
     Dreyfus Variable  Investment Fund-Capital  Appreciation Portfolio; (6)  The
     Dreyfus Socially  Responsible Growth  Fund, Inc.;  (7) Dreyfus Stock  Index
     Fund; (8)  Merrill Lynch  Variable Series  Funds, Inc.,  Basic Value  Focus
     Fund; (9) Merrill  Lynch Variable Series Funds, Inc., Global Strategy Focus
     Fund; (10) Merrill Lynch Variable  Series Funds, Inc., High  Current Income
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     __________________________________________________________________________

     Fund; and  (11) Merrill Lynch  Variable Series Funds,  Inc., Domestic Money
     Market Fund.

     This  Prospectus  sets  forth the  basic  information  that  a  prospective
     investor  should  know  before  investing.    A  "Statement  of  Additional
     Information" containing  more detailed  information about  the Contract  is
     available free of  charge by writing to the Company's Administrative Office
     at  P.O.  Box   5423,  Cincinnati,  Ohio  45201-5423.    The  Statement  of
     Additional Information, which has the same  date as this Prospectus, as  it
     may be supplemented from  time to time, has been filed with  the Securities
     and  Exchange Commission  and  is incorporated  herein  by reference.   The
     table of  contents of the  Statement of Additional  Information is included
     at the end of this Prospectus.


				   *      *      *


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


		      Please Read this Prospectus Carefully and
			   Retain It for Future Reference.
		   The Date of this Prospectus is August 16, 1996.



     THIS PROSPECTUS  DOES NOT  CONSTITUTE AN  OFFERING IN  ANY JURISDICTION  IN
     WHICH SUCH  OFFERING MAY  NOT LAWFULLY BE  MADE.   NO DEALER, SALESMAN,  OR
     OTHER  PERSON   IS  AUTHORIZED  TO   GIVE  ANY  INFORMATION   OR  MAKE  ANY
     REPRESENTATIONS  IN  CONNECTION   WITH  THIS  OFFERING  OTHER   THAN  THOSE
     CONTAINED  IN  THIS  PROSPECTUS,  AND,   IF  GIVEN  OR  MADE,   SUCH  OTHER
     INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.


     VARIABLE ANNUITY CONTRACTS  ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
     OR  GUARANTEED  BY,  ANY  FINANCIAL  INSTITUTION,  NOR  ARE THEY  FEDERALLY
     INSURED  OR   OTHERWISE  PROTECTED   BY  THE   FEDERAL  DEPOSIT   INSURANCE
     CORPORATION,  THE FEDERAL  RESERVE  BOARD, OR  ANY  OTHER AGENCY;  THEY ARE
     SUBJECT  TO  INVESTMENT   RISKS,  INCLUDING  POSSIBLE  LOSS   OF  PRINCIPAL
     INVESTMENT.

     THIS PROSPECTUS  IS VALID ONLY  WHEN ACCOMPANIED BY  THE CURRENT PROSPECTUS
     FOR EACH  UNDERLYING FUND.   BOTH THIS PROSPECTUS  AND THE UNDERLYING  FUND
     PROSPECTUSES SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE.
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     __________________________________________________________________________


				  TABLE OF CONTENTS
     __________________________________________________________________________

									    Page

     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

     HIGHLIGHTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
	  The Contract   . . . . . . . . . . . . . . . . . . . . . . . . . .   9
	  The Separate Account   . . . . . . . . . . . . . . . . . . . . . .   9
	  The Fixed Account  . . . . . . . . . . . . . . . . . . . . . . . .   9
	  Transfers Before the Annuity Commencement Date   . . . . . . . . .  10
	  Surrenders   . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
	  Contingent Deferred Sales Charge ("CDSC")  . . . . . . . . . . . .  10
	  Other Charges and Deductions   . . . . . . . . . . . . . . . . . .  10
	  Annuity Benefits   . . . . . . . . . . . . . . . . . . . . . . . .  11
	  Death Benefit  . . . . . . . . . . . . . . . . . . . . . . . . . .  11
	  Federal Income Tax Consequences  . . . . . . . . . . . . . . . . .  11
	  Right to Cancel  . . . . . . . . . . . . . . . . . . . . . . . . .  11
	  Contacting the Company   . . . . . . . . . . . . . . . . . . . . .  11

     SUMMARY OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . .  12
	  Owner Transaction Expenses   . . . . . . . . . . . . . . . . . . .  12
	  Examples   . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

     FINANCIAL STATEMENTS FOR THE COMPANY  . . . . . . . . . . . . . . . . .  16

     THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
	  Janus Aspen Series   . . . . . . . . . . . . . . . . . . . . . . .  17
	       Aggressive Growth Portfolio   . . . . . . . . . . . . . . . .  17
	       Worldwide Growth Portfolio  . . . . . . . . . . . . . . . . .  17
	       Balanced Portfolio  . . . . . . . . . . . . . . . . . . . . .  17
	       Short-Term Bond Portfolio   . . . . . . . . . . . . . . . . .  17
	  Dreyfus Funds  . . . . . . . . . . . . . . . . . . . . . . . . . .  17
	       Capital Appreciation Portfolio (Dreyfus Variable
		    Investment Fund)   . . . . . . . . . . . . . . . . . . .  17
	       The Dreyfus Socially Responsible Growth Fund, Inc.  . . . . .  17
	       Dreyfus Stock Index Fund  . . . . . . . . . . . . . . . . . .  17
	  Merrill Lynch Variable Series Funds, Inc.  . . . . . . . . . . . .  18
	       Basic Value Focus Fund  . . . . . . . . . . . . . . . . . . .  18
	       Global Strategy Focus Fund  . . . . . . . . . . . . . . . . .  18
	       High Current Income Fund  . . . . . . . . . . . . . . . . . .  18
	       Domestic Money Market Fund.   . . . . . . . . . . . . . . . .  18
	  Additions, Deletions, or Substitutions   . . . . . . . . . . . . .  19


     __________________________________________________________________________

				       Page 3 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .  19
	  Yield Data   . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
	  Total Return Data  . . . . . . . . . . . . . . . . . . . . . . . .  20

     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
	  AND THE SEPARATE ACCOUNT   . . . . . . . . . . . . . . . . . . . .  20
	  Annuity Investors Life Insurance Company(REGISTERED)   . . . . . .  20
	  Published Ratings  . . . . . . . . . . . . . . . . . . . . . . . .  21
	  The Separate Account   . . . . . . . . . . . . . . . . . . . . . .  21

     THE FIXED ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
	  Fixed Account Options  . . . . . . . . . . . . . . . . . . . . . .  22
	  Renewal of Fixed Account Options   . . . . . . . . . . . . . . . .  22

     THE CONTRACT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
	  Right to Cancel  . . . . . . . . . . . . . . . . . . . . . . . . .  23

     PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
	  Purchase Payments  . . . . . . . . . . . . . . . . . . . . . . . .  23
	  Allocation of Purchase Payments  . . . . . . . . . . . . . . . . .  23

     ACCOUNT VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
	  Fixed Account Value  . . . . . . . . . . . . . . . . . . . . . . .  24
	  Variable Account Value   . . . . . . . . . . . . . . . . . . . . .  24
	  Accumulation Unit Value  . . . . . . . . . . . . . . . . . . . . .  24
	  Net Investment Factor  . . . . . . . . . . . . . . . . . . . . . .  24

     TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
	  Telephone Transfers  . . . . . . . . . . . . . . . . . . . . . . .  25
	  Dollar Cost Averaging  . . . . . . . . . . . . . . . . . . . . . .  26
	  Portfolio Rebalancing  . . . . . . . . . . . . . . . . . . . . . .  26
	  Interest Sweep   . . . . . . . . . . . . . . . . . . . . . . . . .  26
	  Changes By the Company   . . . . . . . . . . . . . . . . . . . . .  27

     SURRENDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
	  Surrender Value  . . . . . . . . . . . . . . . . . . . . . . . . .  27
	  Suspension or Delay in Payment of Surrender Value  . . . . . . . .  28
	  Free Withdrawal Privilege  . . . . . . . . . . . . . . . . . . . .  28
	  Systematic Withdrawal  . . . . . . . . . . . . . . . . . . . . . .  28

     CONTRACT LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29

     DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  29
	  When A Death Benefit Will Be Paid  . . . . . . . . . . . . . . . .  29
	  Death Benefit Values   . . . . . . . . . . . . . . . . . . . . . .  29
	  Death Benefit Commencement Date  . . . . . . . . . . . . . . . . .  30

     __________________________________________________________________________

				       Page 4 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	  Form of Death Benefit  . . . . . . . . . . . . . . . . . . . . . .  30
	  Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . . . . .  30

     CHARGES AND DEDUCTIONS  . . . . . . . . . . . . . . . . . . . . . . . .  31
	  Contingent Deferred Sales Charge ("CDSC")  . . . . . . . . . . . .  31
	  Maintenance and Administrative Charges   . . . . . . . . . . . . .  33
	  Mortality and Expense Risk Charge  . . . . . . . . . . . . . . . .  33
	  Premium Taxes  . . . . . . . . . . . . . . . . . . . . . . . . . .  34
	  Transfer Fee   . . . . . . . . . . . . . . . . . . . . . . . . . .  34
	  Fund Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . .  34

     SETTLEMENT OPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .  35
	  Annuity Commencement Date  . . . . . . . . . . . . . . . . . . . .  35
	  Election of Settlement Option  . . . . . . . . . . . . . . . . . .  35
	  Benefit Payments   . . . . . . . . . . . . . . . . . . . . . . . .  35
	  Fixed Dollar Benefit   . . . . . . . . . . . . . . . . . . . . . .  35
	  Variable Dollar Benefit  . . . . . . . . . . . . . . . . . . . . .  36
	  Settlement Options   . . . . . . . . . . . . . . . . . . . . . . .  36
	  Minimum Amounts  . . . . . . . . . . . . . . . . . . . . . . . . .  37
	  Settlement Option Tables   . . . . . . . . . . . . . . . . . . . .  37

     GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . .  38
	  Non-participating  . . . . . . . . . . . . . . . . . . . . . . . .  38
	  Misstatement   . . . . . . . . . . . . . . . . . . . . . . . . . .  38
	  Proof of Existence and Age   . . . . . . . . . . . . . . . . . . .  38
	  Discharge of Liability   . . . . . . . . . . . . . . . . . . . . .  38
	  Transfer of Ownership  . . . . . . . . . . . . . . . . . . . . . .  38
	       Non-Qualified Contract  . . . . . . . . . . . . . . . . . . .  38
	       Qualified Contract  . . . . . . . . . . . . . . . . . . . . .  38
	  Assignment   . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
	       Non-Qualified Contract  . . . . . . . . . . . . . . . . . . .  38
	       Qualified Contract  . . . . . . . . . . . . . . . . . . . . .  39
	  Annual Report  . . . . . . . . . . . . . . . . . . . . . . . . . .  39
	  Incontestability   . . . . . . . . . . . . . . . . . . . . . . . .  39
	  Entire Contract  . . . . . . . . . . . . . . . . . . . . . . . . .  39
	  Changes -- Waivers   . . . . . . . . . . . . . . . . . . . . . . .  39
	  Notices and Directions   . . . . . . . . . . . . . . . . . . . . .  39

     FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . .  40
	  Introduction   . . . . . . . . . . . . . . . . . . . . . . . . . .  40
	  Taxation of Annuities In General   . . . . . . . . . . . . . . . .  40
	  Surrenders   . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
	       Qualified Contracts   . . . . . . . . . . . . . . . . . . . .  40
	       Non-Qualified Contracts   . . . . . . . . . . . . . . . . . .  41
	  Annuity Benefit Payments   . . . . . . . . . . . . . . . . . . . .  41
	  Penalty Tax  . . . . . . . . . . . . . . . . . . . . . . . . . . .  41

     __________________________________________________________________________

				       Page 5 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	  Taxation of Death Benefit Proceeds   . . . . . . . . . . . . . . .  41
	  Transfers, Assignments, or Exchanges of the Contract   . . . . . .  41
	  Qualified Contracts - General  . . . . . . . . . . . . . . . . . .  41
	  Texas Optional Retirement Program  . . . . . . . . . . . . . . . .  41
	  Individual Retirement Annuities  . . . . . . . . . . . . . . . . .  42
	  Tax-Sheltered Annuities  . . . . . . . . . . . . . . . . . . . . .  42
	  Corporate Pension and Profit Sharing Plans and H.R. 10 Plans   . .  42
	  Certain Deferred Compensation Plans  . . . . . . . . . . . . . . .  42
	  Withholding  . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
	  Possible Changes in Taxation   . . . . . . . . . . . . . . . . . .  42
	  Other Tax Consequences   . . . . . . . . . . . . . . . . . . . . .  43
	  General  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43

     DISTRIBUTION OF THE CONTRACT  . . . . . . . . . . . . . . . . . . . . .  43

     LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

     VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44

     AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . .  45

     STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . .  46

     APPENDIX A  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47























     __________________________________________________________________________

				       Page 6 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

				     DEFINITIONS

     Account(s):  The Sub-Account(s) and/or the Fixed Account options.

     Account  Value:  The  aggregate value of the  Owner's interest  in the Sub-
     Account(s) and the Fixed  Account options  as of the  end of any  Valuation
     Period.   The value  of the  Owner's interest  in all  Sub-Accounts is  the
     "Variable Account Value,"  and the  value of  the Owner's  interest in  all
     Fixed Account options is the "Fixed Account Value."

     Accumulation Period:    The period  prior  to the  applicable  Commencement
     Date.

     Accumulation Unit:  The unit of measure used to calculate the value of  the
     Sub-Account(s) prior to the applicable Commencement Date.

     Administrative Office:  The  home office of the Company or any other office
     the Company may designate for administration.

     Age:  Age as of most recent birthday.

     Annuity  Benefit:   Periodic  payments  under  a settlement  option,  which
     commence on or after the Annuity Commencement Date.

     Annuity Commencement Date:   The first day of the first period for which an
     Annuity Benefit payment is to be made under a settlement option.

     Benefit  Payment:   The Annuity  Benefit or  Death Benefit payable  under a
     settlement option.   Variable Dollar  Benefit payments may  vary in amount.
     Fixed Dollar Benefit  payments remain constant except  under certain  joint
     and survivor settlement options.

     Benefit Payment Period:  The  period commencing with the  Commencement Date
     during which Benefit Payments are to be made under the Contract.

     Benefit Unit:  The  unit of measure used to  determine the dollar value  of
     any Variable Dollar  Benefit payments after  the first  Benefit Payment  is
     made by the Company.

     Commencement Date:  The Annuity Commencement Date if an Annuity  Benefit is
     payable under  the Contract, or  the Death  Benefit Commencement Date  if a
     Death Benefit is payable under the Contract.

     Contract  Anniversary:   An annual  anniversary of  the Contract  Effective
     Date.


     __________________________________________________________________________

				       Page 7 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Contract Effective Date:   The date  shown on  the Contract  Specifications
     page.

     Contract  Year:   Any period of  twelve months  commencing on  the Contract
     Effective Date and on each Contract Anniversary thereafter.

     Code:   The Internal  Revenue Code of  1986, as amended,  and the rules and
     regulations issued thereunder.

     Death Benefit  Commencement Date:   The first day  of the first period  for
     which a Death Benefit payment is to be made under a settlement option.

     Death Benefit Valuation  Date:  The date  that Due Proof of Death  has been
     received by the Company and the earlier to occur of:

	  (1)  the Company's receipt of a  Written Request with instructions  as
	       to the form of Death Benefit; or

	  (2)  the Death Benefit Commencement Date.  

     Due  Proof of  Death:   Any of the  following:  (1)  a certified  copy of a
     death  certificate;  (2) a  certified  copy  of  a  decree of  a  court  of
     competent jurisdiction  as to  the finding  of death;  (3) any other  proof
     satisfactory to the Company.

     Fund:  A management investment  company or a portfolio  thereof, registered
     under the Investment Company  Act of  1940, in which  a Sub-Account of  the
     Separate Account invests.

     Net Asset Value:   The amount  computed by an  investment company, no  less
     frequently than each Valuation Period, as the price  at which its shares or
     units, as  the case may  be, are redeemed in  accordance with the  rules of
     the Securities and Exchange Commission.

     Owner:    The  person  or  persons  identified  as  such  on  the  Contract
     Specifications page.

     Person Controlling Payments:
	  Non-Qualified Contracts:  The "person controlling  payments" means the
	  following, as the case may be:
	  (1)  with respect to Annuity Benefit payments,
	       (a)  the Owner, if the Owner has  the right to change the  payee;
		    or 
	       (b)  in all other cases, the payee; and 
	  (2)  with respect to Death Benefit payments,
	       (a)  the Beneficiary, or 

     __________________________________________________________________________

				       Page 8 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	       (b)  if the Beneficiary is deceased, the payee.

	  Qualified  Contracts:   The "person  controlling  payments" means  the
	  following, as the case may be:
	  (1)  with respect to Annuity Benefit payments, the Owner; and
	  (2)  with respect to Death Benefit payments,
	       (a)  the Beneficiary, or 
	       (b)  if the Beneficiary is deceased, the payee.

     Payment Interval:   The timing and  frequency of Benefit  Payments under  a
     settlement option.

     Purchase Payment:  A contribution made to the Company in consideration  for
     the Contract, after the deduction of any and all of the following that  may
     apply:
	  (1)  any fee charged by the person remitting payments for the Owner;
	  (2)  premium taxes; and/or
	  (3)  other taxes.

     Separate Account:   An account, which  may be an  investment company, which
     is established and  maintained by the Company  pursuant to the laws  of the
     State of Ohio.

     Sub-Account:   The Separate Account  is divided into  Sub-Accounts, each of
     which invests in the shares of a designated Fund.

     Surrender Value:   The amount payable under  a Contract if the  Contract is
     surrendered.

     Valuation Period:  The  period commencing at  the close of regular  trading
     on the New  York Stock  Exchange on any  Valuation Date and  ending at  the
     close of  trading on the next succeeding Valuation  Date.  "Valuation Date"
     means each day on which the New York Stock Exchange is open for business.

     Written Request:    Information  provided,  or  a  request  made,  that  is
     complete and satisfactory  to the Company, that  is sent to the  Company on
     the  Company's form or in  a form satisfactory to  the Company, and that is
     received by  the Company at the  Administrative Office.  A  Written Request
     is subject to any  payment made or any action the Company  takes before the
     Written Request is acknowledged  by the Company.  An Owner may  be required
     to return his or her Contract to  the Company in connection with a  Written
     Request.





     __________________________________________________________________________

				       Page 9 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

				     HIGHLIGHTS 

     The Contract

	  The  Commodore   Mariner(SERVICEMARK)  contract   described  in   this
	  Prospectus is designed  for use in connection  with certain individual
	  non-tax-qualified annuity purchases, including  Contracts purchased by
	  an employer in  connection with a  Code Section  457 or  non-qualified
	  deferred compensation  plan.  The  Commodore Americus(SERVICEMARK)  is
	  available for  arrangements that qualify  for favorable tax  treatment
	  under Sections 401, 403 or 408 of the Code.

	  The Owner is the person or persons designated  as such on the Contract
	  Specifications page.   Subject to the terms of the Contract and unless
	  the  Owner dies  before  the  Annuity Commencement  Date,  the Account
	  Value, after  certain adjustments, will be  applied to  the payment of
	  an Annuity Benefit under the Settlement Option elected by the Owner.

	  The Account  Value will  depend on  the investment  experience of  the
	  amounts allocated  to each Sub-Account of the Separate Account elected
	  by the  Owner and/or  interest credited  on amounts  allocated to  the
	  Fixed  Account option(s)  elected.   All  Annuity Benefits  and  other
	  values  provided  under  the  Contract when  based  on  the investment
	  experience  of  the   Separate  Account  are  variable   and  are  not
	  guaranteed as to  dollar amount. Therefore, the Owner bears the entire
	  investment  risk with  respect to  amounts allocated  to the  Separate
	  Account under the Contract.

	  THERE IS  NO GUARANTEED  OR MINIMUM  SURRENDER VALUE  WITH RESPECT  TO
	  AMOUNTS ALLOCATED  TO  THE SEPARATE  ACCOUNT,  SO  THE PROCEEDS  OF  A
	  SURRENDER COULD BE LESS THAN THE TOTAL PURCHASE PAYMENTS.

     The Separate Account

	  Annuity  Investors(SERVICEMARK)  Variable  Account  A  is  a  Separate
	  Account of the Company that  is divided into Sub-Accounts.   (See "The
	  Separate Account,"  page 21.)   Each  Sub-Account uses  its assets  to
	  purchase, at  their Net  Asset Value,  shares of  a Fund.   The  Funds
	  available for investment  in the Separate Account  under the  Contract
	  are as follows:  (1)  Janus Aspen Series Aggressive  Growth Portfolio;
	  (2) Janus  Aspen Series  Worldwide Growth  Portfolio; (3)  Janus Aspen
	  Series  Balanced Portfolio;  (4) Janus  Aspen  Series Short-Term  Bond
	  Portfolio; (5)  Dreyfus Variable Investment Fund-Capital  Appreciation
	  Portfolio; (6)  The Dreyfus  Socially Responsible  Growth Fund,  Inc.;
	  (7) Dreyfus Stock  Index Fund; (8) Merrill Lynch Variable Series Funds
	  Inc., Basic Value  Focus Fund; (9) Merrill Lynch Variable Series Funds

     __________________________________________________________________________

				       Page 10
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	  Inc., Global  Strategy Focus Fund; (10)  Merrill Lynch Variable Series
	  Funds Inc., High  Current Income Fund; and (11) Merrill Lynch Variable
	  Series Funds  Inc.,  Domestic  Money  Market  Fund.    Each  Fund  has
	  distinct investment  objectives and  policies which  are described  in
	  the accompanying prospectus for the Fund.

	  Each Fund  pays its  investment adviser  and  other service  providers
	  certain fees charged  against the  assets of  the Fund.   The  Account
	  Value of a  Contract and the amount of  any Annuity Benefits will vary
	  to reflect the investment performance of all the Sub-Accounts  elected
	  by the  Owner  and  the  deduction  of  the  charges  described  under
	  "CHARGES AND DEDUCTIONS,"  page 31.   For more  information about  the
	  Funds,  see  "THE   FUNDS"  page  16,  and  the   accompanying  Funds'
	  prospectuses.

     The Fixed Account

	  The Fixed Account  is an account within the Company's general account.
	  There are currently  four Fixed  Account options  available under  the
	  Fixed Account:  a Fixed Accumulation  Account option  and three  fixed
	  term  options.  Purchase Payments allocated  or amounts transferred to
	  the  Fixed  Account options  are  credited  with  interest  at a  rate
	  declared by the  Company's Board of Directors,  but in any event  at a
	  minimum guaranteed annual rate of  3.0% corresponding to a  daily rate
	  of 0.0081%.  (See "THE FIXED ACCOUNT," page 21.)

     Transfers Before the Annuity Commencement Date

	  Prior to the  Annuity Commencement Date, the Owner may transfer values
	  between the Separate Account and  the Fixed Account, within  the Fixed
	  Account  and  between the  Sub-Accounts,  by  Written Request  to  the
	  Company or  by telephone  in accordance  with the  Company's telephone
	  transfer rules.  (See "TRANSFERS," page 25.)

	  The  Company  currently  charges  a  fee  of  $25  for  each  transfer
	  ("Transfer Fee") in  excess of twelve  made during  the same  Contract
	  Year.  (See "TRANSFERS," page 25.)

     Surrenders

	  All or part  of the Surrender Value  of a Contract may  be surrendered
	  by  the Owner on  or before the  Annuity Commencement  Date by Written
	  Request  to the  Company.   Amounts surrendered  may be  subject  to a
	  Contingent Deferred Sales Charge ("CDSC") depending  upon how long the
	  Purchase Payments to be withdrawn  have been held under  the Contract.
	  Amounts withdrawn  also may  be subject  to a  premium tax  or similar

     __________________________________________________________________________

				       Page 11
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	  tax,  depending  upon  the  jurisdiction  in  which the  Owner  lives.
	  Surrenders may be  subject to a 10% premature distribution penalty tax
	  if made before  the Owner reaches age 59  1/2.  Surrenders may further
	  be subject to federal, state  or local income taxes or significant tax
	  law restrictions.  (See "FEDERAL TAX MATTERS," page 40.)

     Contingent Deferred Sales Charge ("CDSC")

	  A  CDSC may be imposed on amounts surrendered.  The maximum CDSC is 7%
	  for each Purchase Payment.   That percentage decreases by  1% annually
	  to 0% after year seven.

	  The CDSC may  be reduced or waived under  certain circumstances.  (See
	  "CHARGES AND DEDUCTIONS," page 31.)

     Other Charges and Deductions

	  The  Company  deducts  a daily  charge  ("Mortality  and Expense  Risk
	  Charge") at an effective  annual rate of 1.25% of the daily  Net Asset
	  Value of  each Sub-Account.    In  connection with  certain  Contracts
	  where the Company  incurs reduced sales and  servicing expenses,  such
	  as Contracts offered to active employees of the  Company or any of its
	  subsidiaries and/or affiliates, the Company may offer a  Contract with
	  a  Mortality and Expense  Risk Charge  at an effective  annual rate of
	  0.95%  of  the daily  Net  Asset  Value  of  each Sub-Account.    (See
	  "CHARGES AND DEDUCTIONS," page 31.)

	  The Company  also  deducts  a Contract  maintenance  charge each  year
	  ("Contract Maintenance  Fee").   This  Fee  is  currently $25  and  is
	  deducted  from  an Owner's  Variable Account  Value  on  each Contract
	  Anniversary. The Contract Maintenance Fee may  be waived under certain
	  circumstances.  (See "CHARGES AND DEDUCTIONS," page 31.)

	  The Company  does  not currently  intend to  deduct a  charge to  help
	  cover  the  costs  of administering  the  Contract  and  the  Separate
	  Account ("Administration Charge");  however, the Company reserves  the
	  right to impose an  Administration Charge at a future date.   Any such
	  Administration Charge  is guaranteed not to exceed a maximum effective
	  annual  rate  of  0.20%  of   the  daily  Net  Asset  Value  of   each
	  Sub-Account.

	  Charges  for premium  taxes  may  be  imposed in  some  jurisdictions.
	  Depending  on the  applicability  of such  taxes,  the charges  may be
	  deducted  from Purchase  Payments,  from  surrenders, and  from  other
	  payments  made  under the  Contract.   (See "CHARGES  AND DEDUCTIONS,"
	  page 31.)

     __________________________________________________________________________

				       Page 12
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Annuity Benefits

	  Annuity  Benefits  are  paid  on  a  fixed  or  variable  basis,  or a
	  combination of both.  (See "Benefit Payments," page 35.)

     Death Benefit

	  The Contract provides for  the payment of a Death Benefit if the Owner
	  dies prior  to the Annuity Commencement  Date.  The  Death Benefit may
	  be  paid in  one  lump sum  or  pursuant to  any  available settlement
	  option offered under the Contract.  (See "DEATH BENEFIT," page 29)

     Federal Income Tax Consequences

	  An Owner  generally should not  be taxed on  increases in  the Account
	  Value  until  a  distribution  under  the  Contract  occurs  (e.g.,  a
	  surrender or Annuity Benefit) or is deemed  to occur (e.g., a loan  in
	  default).   Generally, a portion  (up to 100%) of  any distribution or
	  deemed distribution  is  taxable  as  ordinary income.    The  taxable
	  portion  of   distributions  is  generally   subject  to  income   tax
	  withholding unless  the recipient  elects otherwise.   In addition,  a
	  10% federal  penalty tax  may apply  to certain  distributions.   (See
	  "FEDERAL TAX MATTERS," page 40.)

     Right to Cancel

	  An Owner may cancel the Contract by giving  the Company written notice
	  of  cancellation and  returning  the Contract  before midnight  of the
	  twentieth day  (or longer  if required  by state  law) after  receipt.
	  (See "Right to Cancel," page 23.)

     Contacting the Company

	  All  Written  Requests  and  any  questions  or  inquiries  should  be
	  directed  to  the  Company's Administrative  Office,  P.O.  Box  5423,
	  Cincinnati, Ohio  45201-5423, (800)  789-6771.   All inquiries  should
	  include the Contract Number and the Owner's name.

	  NOTE:    THE FOREGOING  SUMMARY IS  QUALIFIED IN  ITS ENTIRETY  BY THE
	  DETAILED INFORMATION  IN THE REMAINDER OF  THIS PROSPECTUS  AND IN THE
	  ACCOMPANYING PROSPECTUSES  FOR THE  FUNDS WHICH SHOULD  BE REFERRED TO
	  FOR MORE DETAILED  INFORMATION.  THE REQUIREMENTS OF AN ENDORSEMENT TO
	  THE  CONTRACT OR  LIMITATIONS  OR PENALTIES  IMPOSED  BY THE  CODE MAY
	  IMPOSE  ADDITIONAL  LIMITS   OR  RESTRICTIONS  ON  PURCHASE  PAYMENTS,
	  SURRENDERS,  DISTRIBUTIONS,  BENEFITS,  OR  OTHER  PROVISIONS  OF  THE
	  CONTRACT.   THIS  PROSPECTUS  DOES NOT  DESCRIBE  SUCH LIMITATIONS  OR
	  RESTRICTIONS.  (SEE "FEDERAL TAX MATTERS," PAGE 40.)



     __________________________________________________________________________

				       Page 13
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________


					     SUMMARY OF EXPENSES

     Owner Transaction Expenses

       Sales Load Imposed on Purchase Payments                None


       Contingent Deferred Sales Charge (as a percentage of Purchase Payments
       surrendered)

	    Contract Years elapsed since
	    receipt of Purchase Payment

		 less than 1 year                              7%

		 1 year but less than 2 years                  6%

		 2 years but less than 3 years                 5%

		 3 years but less than 4 years                 4%

		 4 years but less than 5 years                 3%

		 5 years but less than 6 years                 2%

		 6 years but less than 7 years                 1%

		 7 years or more                               0%

       Surrender Fees                                         None

       Transfer Fee1                                           $25

       Annual Contract Maintenance Fee                         $25







				       

     1    The  first twelve transfers in a  Contract Year are free.  Thereafter,
	  a $25 fee will be charged on each subsequent transfer.

     __________________________________________________________________________

				       Page 14
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     <TABLE>
     <CAPTION>
														       Dreyfus
														       V.I.F.
       Separate Account Annual                Janus A.S.          Janus A.S.                           Janus A.S.      Capital
       Expenses2 (as a                        Aggressive          Worldwide          Janus A.S.        Short-Term      Appre-
       percentage of average                  Growth              Growth             Balanced          Bond            ciation
       Separate Account assets)               Portfolio           Portfolio          Portfolio         Portfolio       Portfolio

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

	  Mortality and 
	  Expense Risk 
	  Charge                              1.25%               1.25%              1.25%             1.25%           1.25%

	  Administration Charge               0.00%               0.00%              0.00%             0.00%           0.00%

	  Other Fees and
	  Expenses of the
	  Separate Account
					      0.00%               0.00%              0.00%             0.00%           0.00%

	  Total Separate Account
	  Annual Expenses                     1.25%               1.25%              1.25%             1.25%           1.25%

       Fund Annual Expenses3
       (as a percentage of Fund average net assets after fee waiver and/or expense reimbursement, if any)


	  Management Fees                     0.75%               0.68%              0.82%             0.00%           0.73%

	  Other Expenses                      0.11%               0.22%              0.55%             0.70%           0.12%

	  Total Fund Annual                   0.86%               0.90%              1.37%             0.70%           0.85%
	  Expenses

     </TABLE>







     __________________________________________________________________________

				       Page 15
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     <TABLE>
     <CAPTION>
											 Merrill        Merrill
											 Lynch          Lynch          Merrill
					The Dreyfus                      Merrill         V.S.F.         V.S.F.         Lynch
       Separate Account Annual          Socially           Dreyfus       Lynch V.S.F.    Global         High           V.S.F.
       Expenses2 (as a                  Responsible        Stock         Basic           Strategy       Current        Domestic
       percentage of average            Growth             Index         Value Focus     Focus          Income         Money Market
       Separate Account assets)         Fund, Inc.         Fund          Fund            Fund           Fund           Fund        

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

	 Mortality and Expense Risk
	 Charge                         1.25%              1.25%         1.25%           1.25%          1.25%          1.25%


	  Administration
	  Charge                        0.00%              0.00%         0.00%           0.00%          0.00%          0.00%

	  Other Fees and
	  Expenses of the
	  Separate Account              0.00%              0.00%         0.00%           0.00%          0.00%          0.00%

	  Total Separate
	  Account Annual
	  Expenses                      1.25%              1.25%         1.25%           1.25%          1.25%          1.25%

       Fund Annual Expenses3 (as a percentage of Fund average net assets after fee waiver and/or expense reimbursement, if any)

	  Management Fees               0.69%              0.25%         0.60%           0.65%          0.50%          0.50%

	  Other Expenses                0.58%              0.14%         0.06%           0.07%          0.05%          0.05%

	  Total Fund Annual             1.27%              0.39%         0.66%           0.72%          0.55%          0.55%
	     Expenses

     </TABLE>








     __________________________________________________________________________

				       Page 16
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     The  purpose of  this table  is to  assist  an Owner  in understanding  the
     various  costs  and   expenses  that  the  Owner  will  bear  directly  and
     indirectly with respect to investment  in the Separate Account.   The table
     reflects expenses of each  Sub-Account as well as of the  Fund in which the
     Sub-Account invests.   See "CHARGES  AND DEDUCTIONS "  on page  31 of  this
     Prospectus and  the accompanying prospectus  for the applicable  Fund for a
     more complete  description of the various costs  and expenses.  In addition
     to the expenses listed  above, premium taxes may be applicable.  The dollar
     figures  should  not be  considered  a  representation  of  past or  future
     expenses.  Actual expenses  may be greater or less  than those shown.   The
     $25 Contract Maintenance Charge is included in the Examples as $1.

     2/       Annual expenses  are anticipated  to  be the  same for  each  Sub-
     Account.  These  expenses are based  on estimated  amounts for the  current
     fiscal year.

	      Currently, the Company imposes  no charge for participation in the
     Dollar  Cost   Averaging,   Portfolio   Rebalancing,   Interest-Sweep   and
     Systematic Withdrawal programs.  The  Company reserves the right  to impose
     an annual fee not  to exceed $25 for participation in each of the foregoing
     programs.  (See "TRANSFERS," page 25.)  The Company deducts a $25  Contract
     Maintenance Fee from  an Owner's Variable  Account Value  on each  Contract
     Anniversary.    The Company  reserves  the  right  to  increase the  annual
     Contract Maintenance Fee  up to $40.   (See "CHARGES AND  DEDUCTIONS," page
     31.)  The Company imposes  no Administration Charge but reserves  the right
     to impose an  annual Administration Charge not  to exceed 0.20% of  the Net
     Aset Value of each Sub-Account.

     3/       Information regarding  each underlying  Fund has been  provided to
     the Company by each  Fund, and the  Company has not independently  verified
     such  information.   Data  for each  Fund  are for  its  fiscal year  ended
     December  31, 1995.    Actual expenses  in future  years  may be  higher or
     lower.

	      Fund  expenses  are  net  of management  fees  and  other expenses
     waived and/or  reimbursed (except  for those  Funds noted  below).   In the
     absence  of such  fee  waivers  and/or expense  reimbursements,  Management
     Fees, Other  Expenses  and Total  Portfolio  Expenses  would have  been  as
     follows for the  fiscal year  ended December 31,  1995:   0.82%, 0.11%  and
     0.93%,  respectively,  for  the Janus  A.S.  Aggressive  Growth  Portfolio;
     0.87%, 0.22% and 1.09%, respectively,  for the Janus A.S.  Worldwide Growth
     Portfolio;  1.00%,  0.55%  and  1.55%,  respectively, for  the  Janus  A.S.
     Balanced  Portfolio;  and 0.65%,  0.72%  and 1.37%,  respectively,  for the
     Janus   A.S.  Short-Term   Bond   Portfolio;   0.75%,  0.12%   and   0.87%,
     respectively, for the Dreyfus V.I.F. Capital Appreciation Portfolio; 


     __________________________________________________________________________

				       Page 17
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     3/ (continued)
     0.75%, 0.58%  and 1.33%, respectively, for the Dreyfus Socially Responsible
     Growth Fund,  Inc.;  and 0.25%,  0.17%  and  0.42%, respectively,  for  the
     Dreyfus Stock Index Fund.

	      Fees and expenses  for the Merrill Lynch V.S.F. Basic  Value Focus
     Fund, the  Merrill Lynch  V.S.F. Global  Strategy Focus  Fund, the  Merrill
     Lynch V.S.F.  High  Current  Income  Fund  and  the  Merrill  Lynch  V.S.F.
     Domestic Money Market Fund  are based on 1995 fees and expenses  but do not
     take  into  account  management  fee  waivers  and  expense  reimbursements
     because none were in effect for those Funds in 1995.




































     __________________________________________________________________________

				       Page 18
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Examples4

	      If the Owner  surrenders his or  her Contract  at the  end of  the
	      applicable time period, the  following expenses will be charged on
	      a $1,000 investment, assuming a 5% annual return on assets:

     <TABLE>
     <CAPTION>

       Sub-Account                                                               1 Year                  3 Years


       <S>                                                                        <C>                      <C> 
       Janus A.S. Aggressive Growth Portfolio                                     $ 93                     $122

       Janus A.S. Worldwide Growth Portfolio                                      $ 93                     $123

       Janus A.S. Balanced Portfolio                                              $ 98                     $138

       Janus A.S. Short-Term Bond Portfolio                                       $ 91                     $116

       Dreyfus V.I.F. Capital Appreciation Portfolio                              $ 95                     $130

       The Dreyfus Socially Responsible Growth Fund, Inc.                         $113                     $184

       Dreyfus Stock Index Fund                                                   $ 87                     $104

       Merrill Lynch V.S.F. Basic Value Focus Fund                                $ 91                     $115

       Merrill Lynch V.S.F. Global Strategy Focus Fund                            $ 91                     $117

       Merrill Lynch V.S.F. High Current Income Fund                              $ 90                     $112

       Merrill Lynch V.S.F. Domestic Money Market Fund                            $ 90                     $112


     </TABLE>


				       

     4        The  examples  assume  the   reinvestment  of  all  dividends  and
     distributions, no  transfers among Sub-Accounts or  between Accounts  and a
     5% annual rate of return as mandated  by Securities and Exchange Commission
     regulations.   Annual Contract Maintenance  Fees are based  on an estimated
     average Account Value for the current fiscal year.

     __________________________________________________________________________

				       Page 19
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      If the  Owner does  not surrender  his or  her Contract, or  it is
	      annuitized,  the following  expenses would be charged  on a $1,000
	      investment  at the end  of the applicable time  period, assuming a
	      5% annual return on assets:

     <TABLE>
     <CAPTION>
       Sub-Account                                                              1 Year               3 Years


       <S>                                                                       <C>                  <C> 
       Janus A.S. Aggressive Growth Portfolio                                    $ 23                 $ 72

       Janus A.S. Worldwide Growth Portfolio                                     $ 23                 $ 73

       Janus A.S. Balanced Portfolio                                             $ 28                 $ 88

       Janus A.S. Short-Term Bond Portfolio                                      $ 21                 $ 66

       Dreyfus V.I.F. Capital Appreciation Portfolio                             $ 25                 $ 80

       The Dreyfus Socially Responsible Growth Fund, Inc.                        $ 43                 $134 

       Dreyfus Stock Index Fund                                                  $ 17                 $ 54

       Merrill Lynch V.S.F. Basic Value Focus Fund                               $ 21                 $ 65

       Merrill Lynch V.S.F. Global Strategy Focus Fund                           $ 21                 $ 67

       Merrill Lynch V.S.F. High Current Income Fund                             $ 20                 $ 62

       Merrill Lynch V.S.F. Domestic Money Market Fund                           $ 20                 $ 62


     </TABLE>

	      The examples  should not be considered a representation of past or
	      future  expenses or  annual rates of return  of any  Fund.  Actual
	      expenses  and annual  rates  of return  may be  more or  less than
	      those assumed for the purpose of the examples.

	      The fee table and  examples do  not include charges  to the  Owner
	      for premium taxes.




     __________________________________________________________________________

				       Page 20
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

			 FINANCIAL STATEMENTS FOR THE COMPANY

	      The  financial  statements  and   report  of  independent   public
	      accountants  for the  Company are  contained  in the  Statement of
	      Additional Information.  Because  the Contracts registered by this
	      Prospectus  had  not  yet  been issued  as  of  the  date  of this
	      prospectus, no  financial information for the  Separate Account is
	      provided.


				      THE FUNDS

	      The  Separate   Account  currently  has  eleven   Funds  that  are
	      available for  investment  under  the Contract.    Each  Fund  has
	      separate investment  objectives and policies.   As a result,  each
	      Fund  operates   as  a  separate  investment   portfolio  and  the
	      investment  performance   of  one  Fund  has   no  effect  on  the
	      investment performance of  any other Fund.  There is  no assurance
	      that any of these Funds will achieve their stated objectives.  The
	      Securities  and   Exchange  Commission  does   not  supervise  the
	      management or the investment  practices and/or policies of any  of
	      the Funds.

	      The Separate  Account invests exclusively in  shares of the  Funds
	      listed  below  (followed  by  a  brief  overview  of  each  Fund's
	      investment objective(s) and policies):

     Janus Aspen Series:

	      Aggressive Growth  Portfolio.    A nondiversified  portfolio  that
	      seeks  long-term  growth  of  capital  by investing  primarily  in
	      common  stocks with an  emphasis on  securities issued  by medium-
	      sized  companies. The  Portfolio  may invest  in  debt securities,
	      including  junk  bonds.  For   further  discussion  of  the  risks
	      associated with investment in  junk bonds, please see the attached
	      Janus Aspen Series prospectus.  

	      Worldwide Growth  Portfolio.   A diversified portfolio  that seeks
	      long-term  growth  of capital  by  investing  primarily  in common
	      stocks of  foreign and domestic issuers.  The Portfolio may invest
	      in debt securities, including junk bonds.   For further discussion
	      of the risks associated with investment in junk bonds, please  see
	      the attached Janus Aspen Series prospectus.  

	      Balanced Portfolio.  A  diversified portfolio that seeks long-term
	      growth of capital  balanced by current income.  The  Fund normally

     __________________________________________________________________________

				       Page 21
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      invests 40-60% of its assets in securities  selected primarily for
	      their  growth  potential and  40-60% of  its assets  in securities
	      selected primarily  for their income potential.  The Portfolio may
	      invest  in debt  securities, including  junk  bonds.   For further
	      discussion of the risks associated with  investment in junk bonds,
	      please see the attached Janus Aspen Series prospectus. 
      
	      Short-Term Bond  Portfolio.  A diversified  portfolio that seeks a
	      high level of  current income while minimizing  interest rate risk
	      by  investing  in  shorter  term  fixed-income  securities.    Its
	      average-weighted maturity is normally less than three years.   The
	      Portfolio may  invest in junk  bonds.  For  further discussion  of
	      the risks  associated with  investment in  junk bonds,  please see
	      the attached Janus Aspen Series prospectus.  

	      Janus  Capital Corporation  serves  as the  investment  adviser to
	      each of these Funds.

     Dreyfus Funds:

	      Capital  Appreciation  Portfolio   (Dreyfus  Variable   Investment
	      Fund).  The  Capital Appreciation  Portfolio's primary  investment
	      objective is  to provide long-term capital  growth consistent with
	      the preservation of capital.  Current income is a secondary  goal.
	      It seeks to  achieve its goals by investing principally  in common
	      stocks  of  domestic  and  foreign  issuers,  common  stocks  with
	      warrants attached and debt securities of foreign governments.

	      The  Dreyfus  Corporation serves  as  the  investment  adviser and
	      Fayez Sarofim &  Co. serves as the sub-investment adviser  to this
	      Fund.

	      The Dreyfus  Socially Responsible Growth Fund,  Inc.  The  Dreyfus
	      Socially  Responsible  Growth Fund,    Inc.'s primary  goal is  to
	      provide  capital  growth.   It  seeks  to  achieve  this  goal  by
	      investing principally in common  stocks, or securities convertible
	      into common  stock, of  companies  which, in  the opinion  of  the
	      Fund's  management,   not   only   meet   traditional   investment
	      standards,  but  also  show   evidence  that  they  conduct  their
	      business  in a manner  that contributes to the  enhancement of the
	      quality of life in America.  Current income is a secondary goal.

	      The Dreyfus Corporation  serves as the investment adviser  and NCM
	      Capital  Management  Group,  Inc.  serves  as  the  sub-investment
	      adviser to this Fund.


     __________________________________________________________________________

				       Page 22
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      Dreyfus  Stock  Index  Fund.    The  Dreyfus  Stock  Index  Fund's
	      investment   objective  is  to  provide  investment  results  that
	      correspond to the price  and yield performance of publicly  traded
	      common stocks in  the aggregate, as represented by the  Standard &
	      Poor's 500 Composite  Stock Price Index.  The  Stock Index Fund is
	      neither  sponsored  by  nor  affiliated  with  Standard  &  Poor's
	      Corporation.

	      The Dreyfus Corporation,  located at  200 Park  Avenue, New  York,
	      New  York  10166,  acts  as the  Fund  manager  and Mellon  Equity
	      Associates, an  affiliate to Dreyfus located at  500 Grant Street,
	      Pittsburgh, Pennsylvania 15258, is the index manager.

     Merrill Lynch Variable Series Funds, Inc.:

	      Basic Value Focus  Fund.  The investment objective  of the Fund is
	      to   seek  capital  appreciation   and,  secondarily,   income  by
	      investing in  securities, primarily  equities, that  management of
	      the Fund  believes are  undervalued and therefore  represent basic
	      investment  value.    The  Fund  seeks  special  opportunities  in
	      securities that are selling at a discount, either from book  value
	      or  historical   price-earnings  ratios,   or  seem   capable   of
	      recovering    from   temporarily    out-of-favor   considerations.
	      Particular  emphasis  is  placed  on  securities that  provide  an
	      above-average  dividend   return  and  sell   at  a  below-average
	      price-earnings ratio.

	      Global Strategy Focus Fund.  The investment objective of the  Fund
	      is to seek high total investment return by investing primarily  in
	      a  portfolio  of equity  and  fixed  income  securities, including
	      convertible securities,  of U.S.  and foreign  issuers.   The Fund
	      seeks  to   achieve  its  objective  by   investing  primarily  in
	      securities of issuers located in the U.S., Canada,  Western Europe
	      and   the  Far  East.    Geographical  allocation  of  the  Fund's
	      investments  is not  limited, and  will be  made on  the basis  of
	      anticipated  total  return  from investments,  considering various
	      economic, market, and political factors.  
	      High  Current Income Fund.   The investment objective  of the Fund
	      is to  obtain as high a  level of current income  as is consistent
	      with its  investment policies and  prudent investment  management,
	      and  capital  appreciation  to  the  extent  consistent  with  the
	      foregoing objective.   The Fund seeks to achieve its  objective by
	      investing principally in  fixed-income securities  that are  rated
	      in the lower rating  categories of the established rating services
	      or  in unrated  securities of  comparable quality,  including junk
	      bonds.   For  further  discussion  of the  risks  associated  with

     __________________________________________________________________________

				       Page 23
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      investment  in junk bonds, please  see the attached  Merrill Lynch
	      Variable Series Fund, Inc. prospectus.  

	      Domestic  Money Market  Fund.   The  investment objectives  of the
	      Fund are to seek  preservation of capital, maintain  liquidity and
	      achieve the  highest possible  current income consistent  with the
	      foregoing objectives  by  investing in  short-term domestic  money
	      market securities.

	      Merrill  Lynch Asset  Management,  L.P. serves  as  the investment
	      adviser to these Funds.

	      Meeting  Fund objectives  depends on  various  factors, including,
	      but  not limited to,  how well  the portfolio  managers anticipate
	      changing economic and market conditions.

	      THERE IS NO ASSURANCE  THAT ANY OF THESE FUNDS  WILL ACHIEVE THEIR
	      STATED OBJECTIVES.

	      INVESTMENTS IN  THESE FUNDS ARE NEITHER INSURED  NOR GUARANTEED BY
	      THE U.S. GOVERNMENT OR ANY OTHER ENTITY OR PERSON.

	      Since each  of the  Funds  is available  to separate  accounts  of
	      other insurance companies offering  variable annuity and  variable
	      life  products, and  certain Funds  may be available  to qualified
	      pension  and  retirement plans,  there  is  a  possibility that  a
	      material conflict may arise between  the interests of the Separate
	      Account  and  one  or  more  other  separate   accounts  or  plans
	      investing in the Fund.   In the event of a material  conflict, the
	      affected  insurance companies  and plans  will take  any necessary
	      steps  to resolve  the matter,  including stopping  their separate
	      accounts  from investing in  the particular Fund.   See the Funds'
	      prospectuses for greater detail.

	      Additional  information concerning  the investment  objectives and
	      policies  of  each  Fund,  the  investment advisory  services  and
	      administrative services of each Fund and charges of each Fund  can
	      be found in  the current prospectus for each Fund  which accompany
	      this Prospectus.   THE  APPROPRIATE FUNDS' PROSPECTUSES  SHOULD BE
	      READ  CAREFULLY  BEFORE  ANY   DECISION  IS  MADE  CONCERNING  THE
	      ALLOCATION  OF  PURCHASE  PAYMENTS  TO,  OR TRANSFERS  AMONG,  THE
	      SUB-ACCOUNTS.





     __________________________________________________________________________

				       Page 24
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Additions, Deletions, or Substitutions

	      The Company does  not control the Funds and cannot  guarantee that
	      any  of  the  Sub-Accounts or  any  of  the Funds  will  always be
	      available for allocation of  Purchase Payments or transfers.   The
	      Company retains the right to make changes in the Separate  Account
	      and its investments.

	      The  Company reserves  the right  to eliminate  the shares  of any
	      Fund held  by a Sub-Account  and to substitute  shares of  another
	      investment company  for the shares  of any Fund, if  the shares of
	      that Fund are no  longer available  for investment or  if, in  the
	      Company's judgment, investment in  any Fund would be inappropriate
	      in view  of the purposes of  the Separate Account.   To the extent
	      required by the Investment Company Act of 1940, as amended  ("1940
	      Act"),  or   other  applicable  law,  a   substitution  of  shares
	      attributable to the Owner's interest in a Sub-Account will not  be
	      made without prior notice to the  Owner and the prior approval  of
	      the Securities and Exchange  Commission.  Nothing contained herein
	      shall  prevent   the  Separate   Account  from   purchasing  other
	      securities  for  other  series  or  classes  of  variable  annuity
	      policies, or from effecting  an exchange between series or classes
	      of variable policies on the basis of requests made by Owners.

	      New Sub-Accounts may  be established when, in the  sole discretion
	      of the Company, marketing,  tax, investment or other conditions so
	      warrant.  Any new Sub-Accounts will be made available to  existing
	      Owners  on  a  basis  to  be  determined  by  the Company.    Each
	      additional  Sub-Account  will  purchase shares  in  a  Fund or  in
	      another mutual fund  or investment vehicle.  The Company  may also
	      eliminate one  or more  Sub-Accounts, if  in its  sole discretion,
	      marketing,  tax, investment or  other conditions  so warrant.   In
	      the  event any Sub-Account is eliminated,  the Company will notify
	      Owners and request a re-allocation of the amounts invested in  the
	      eliminated Sub-Account.

	      In the event of any  substitution or change, the Company may  make
	      such  changes in the  Contract as may be  necessary or appropriate
	      to reflect such  substitution or  change.  Furthermore, if  deemed
	      to be in the best interests of persons  having voting rights under
	      the  Contracts,  the  Separate  Account  may   be  operated  as  a
	      management company under the 1940 Act or any other form  permitted
	      by law,  may be  de-registered under  such Act  in the event  such
	      registration  is no longer  required, or may be  combined with one
	      or more separate accounts.


     __________________________________________________________________________

				       Page 25
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

			       PERFORMANCE INFORMATION

	      From time to  time, the Company may advertise yields  and/or total
	      returns  for  the  Sub-Accounts.    THESE  FIGURES  ARE  BASED  ON
	      HISTORICAL  INFORMATION AND  ARE NOT  INTENDED TO  INDICATE FUTURE
	      PERFORMANCE.  For  a description of the methods used  to determine
	      yield  and   total  return,   see  the  Statement   of  Additional
	      Information.

     Yield Data

	      The  yield  of  the   Money  Market  Sub-Account  refers  to   the
	      annualized income  generated by an investment  in that Sub-Account
	      over  a  specified  seven-day  period.     The  Company  may  also
	      advertise  the effective  yield  of the  Money  Market Sub-Account
	      which  is calculated  similarly but,  when annualized,  the income
	      earned by  an investment  in  that 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  yield   of  a  Sub-Account   other  than   the  Money  Market
	      Sub-Account  refers  to  the  annualized  income generated  by  an
	      investment in the Sub-Account over a specified 30-day period.

	      The yield  calculations do not reflect  the effect of any  CDSC or
	      premium taxes  that may  be applicable  to  a particular  Contract
	      which would reduce the yield of that Contract.

     Total Return Data

	      The average annual total return of a Sub-Account refers to  return
	      quotations   assuming  an   investment  has   been  held   in  the
	      Sub-Account  for  various  periods  of  time  including,  but  not
	      limited  to,  a period  measured  from  the  date the  Sub-Account
	      commenced operations.   When a Sub-Account  has been  in operation
	      for one,  five and  ten years,  respectively, the  average  annual
	      total  return  presented  will  be  presented for  these  periods,
	      although other periods  may also be provided.  The  average annual
	      total return  quotations reflect  the deduction of  all applicable
	      charges except for  premium taxes.  In addition to  average annual
	      total  return   for  a   Sub-Account,  the  Company   may  provide
	      cumulative  total  return   and/or  other  non-standardized  total
	      return for  the Sub-Account.    Total return  data that  does  not
	      reflect the CDSC  and other  nonrecurring charges  will be  higher


     __________________________________________________________________________

				       Page 26
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      than the  total return  realized  by an  investor who  incurs  the
	      charges.

	      Reports and promotional literature  may contain the ranking of any
	      Sub-Account  derived  from rankings  of variable  annuity separate
	      accounts   or  their   investment  products   tracked   by  Lipper
	      Analytical  Services,  Inc.,   VARDS,  IBC/Donoghue's  Money  Fund
	      Report, Financial  Planning Magazine,  Money Magazine,  Bank  Rate
	      Monitor, Standard & Poor's  Indices, Dow Jones Industrial Average,
	      and other  rating  services,  companies,  publications,  or  other
	      persons who  rank separate  accounts or other  investment products
	      on  overall  performance  or  other criteria.    The  Company  may
	      compare the  performance of a Sub-Account  with applicable indices
	      and/or industry  averages.   Performance  information may  present
	      the effects of tax-deferred  compounding on Sub-Account investment
	      returns,  or  returns  in  general, which  may  be  illustrated by
	      graphs, charts,  or otherwise,  and which may  include comparisons
	      of  investment  return  on  a  tax-deferred basis  with  currently
	      taxable investment return.

	      The  Company  may  also  advertise  performance  figures  for  the
	      Sub-Accounts based on the performance  of a Fund prior to the time
	      the Separate Account commenced operations.


	ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED) AND THE SEPARATE
				       ACCOUNT

     Annuity Investors Life Insurance Company

	      Annuity   Investors  Life   Insurance  Company   (the  "Company"),
	      formerly  known as  Carillon Life  Insurance Company,  is  a stock
	      life insurance  company.  It  was incorporated under  the laws  of
	      the State of Ohio in  1981.  The Company is principally engaged in
	      the sale of fixed and variable annuity policies.

	      The   Company    is   a    wholly-owned   subsidiary   of    Great
	      American(REGISTERED)  Life Insurance  Company which  is a  wholly-
	      owned subsidiary  of American Annuity  Group(SERVICEMARK), Inc., a
	      publicly traded  insurance holding  company.   That company  is in
	      turn indirectly  controlled by  American Financial Group,  Inc., a
	      publicly traded holding company.

	      The  home office  of  the Company  is  located at  250  East Fifth
	      Street, Cincinnati, Ohio 45202.


     __________________________________________________________________________

				       Page 27
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Published Ratings

	      The  Company  may  from time  to  time publish  in advertisements,
	      sales  literature and  reports to  Owners,  the ratings  and other
	      information  assigned to  it by  one  or  more independent  rating
	      organizations such  as A.M. Best Company,  Standard & Poor's,  and
	      Duff  & Phelps.   The  purpose of  the ratings  is to  reflect the
	      financial strength  and/or claims-paying  ability of  the  Company
	      and should  not be  considered  as  reflecting on  the  investment
	      performance of  assets held in  the Separate Account.   Each  year
	      the  A.M. Best  Company reviews the financial  status of thousands
	      of  insurers, culminating  in  the assignment  of  Best's Ratings.
	      These  ratings  reflect  their  current  opinion of  the  relative
	      financial  strength  and operating  performance  of  an  insurance
	      company in  comparison to the norms  of the life/health  insurance
	      industry.  In  addition, the claims-paying ability of  the Company
	      as  measured by Standard & Poor's or Duff & Phelps may be referred
	      to in advertisements or sales literature or in reports to  Owners.
	      These  ratings are opinions  of those agencies as  to an operating
	      insurance company's financial capacity  to meet the obligations of
	      its  insurance  and  annuity  policies  in accordance  with  their
	      terms.  Such ratings do not reflect the investment performance  of
	      the  Separate Account  or the  degree of  risk associated  with an
	      investment in the Separate Account.

     The Separate Account

	      Annuity Investors(SERVICEMARK) Variable  Account A was established
	      by the Company as an insurance company separate account under  the
	      laws  of  the  State  of  Ohio  on  May  26,  1995,   pursuant  to
	      resolutions of  the Company's  Board of  Directors.   The Separate
	      Account is registered with  the Securities and Exchange Commission
	      under  the 1940  Act as  a unit  investment  trust.   However, the
	      Securities  and   Exchange  Commission  does   not  supervise  the
	      management  or  the  investment   practices  or  policies  of  the
	      Separate Account.

	      The assets  of the Separate  Account are owned by  the Company but
	      they are  held separately from  the other assets  of the  Company.
	      The Ohio  Revised Code  provides  that the  assets of  a  separate
	      account are not chargeable with liabilities  incurred in any other
	      business operation  of  the Company.   Income,  gains  and  losses
	      incurred on  the assets in  the Separate Account,  whether or  not
	      realized,  are  credited  to   or  charged  against  the  Separate
	      Account,  without regard to  other income, gains or  losses of the
	      Company.   Therefore, the  investment performance of  the Separate

     __________________________________________________________________________

				       Page 28
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      Account is  entirely independent of the  investment performance of
	      the  Company's  general  account  assets  or  any  other  separate
	      account maintained by the Company.

	      Under Ohio  law, the assets  of the Separate Account  will be held
	      for the exclusive  benefit of Owners of, and the  persons entitled
	      to  payment under,  the Contracts  offered by this  Prospectus and
	      under all other contracts  which provide for accumulated values or
	      dollar  amount  payments  to  reflect  investment results  of  the
	      Separate  Account.   The obligations  arising under  the Contracts
	      are obligations of the Company.

	      The Separate  Account is divided into  Sub-Accounts, each of which
	      invests solely  in  a  specific corresponding  Fund.    (See  "THE
	      FUNDS," page 16.)  Changes to the Sub-Accounts may  be made at the
	      discretion  of  the  Company.    (See  "Additions,  Deletions,  or
	      Substitutions," page 19.)


				  THE FIXED ACCOUNT

	      The  Fixed Account  is a  part of  the Company's  general account.
	      Because  of exemptive  and  exclusionary provisions,  interests in
	      the general account have not been registered under  the Securities
	      Act  of  1933,  nor  is  the  general  account  registered  as  an
	      investment company  under the 1940 Act.   Accordingly, neither the
	      general account nor  any interest therein is  generally subject to
	      the provisions of these Acts, and  the staff of the Securities and
	      Exchange Commission  does not generally review  the disclosures in
	      the  prospectus  relating  to  the  Fixed  Account.    Disclosures
	      regarding the Fixed Account  and the general account may, however,
	      be  subject  to certain  generally  applicable  provisions  of the
	      federal securities laws relating  to the accuracy and completeness
	      of statements made in the prospectus.

	      The Company has sole discretion to invest the assets of the  Fixed
	      Account, subject  to applicable law.   The  Company delegates  the
	      investment  of the assets  of the Fixed Account  to American Money
	      Management Corporation.   Allocation of  any amounts to the  Fixed
	      Account  does  not  entitle   Owners  to  share  directly  in  the
	      investment experience of these  assets.  The  Company assumes  the
	      risk of  investment gain  or loss  on the portion  of the  Account
	      Value allocated  to the  Fixed Account.   All  assets held in  the
	      general account  are subject to the  Company's general liabilities
	      from business operations.


     __________________________________________________________________________

				       Page 29
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Fixed Account Options

	      There  are currently  four  options under  the Fixed  Account: the
	      Fixed  Accumulation  Account  option;  and  the  guarantee  period
	      options referred to  in the Contract as the Fixed  Account Options
	      One-Year,    Three-Year    and    Five-Year    Guarantee   Period,
	      respectively.  Different  Fixed Account options may be  offered by
	      the Company at any time.  Purchase Payments allocated and  amounts
	      transferred to  the Fixed  Account options accumulate  interest at
	      the  applicable current  interest rate  declared by  the Company's
	      Board of  Directors, and if  applicable, for the  duration of  the
	      guarantee period selected.

	      The  Company guarantees a  minimum rate of interest  for the Fixed
	      Account options.   The guaranteed rate is 3% per  year, compounded
	      annually.

     Renewal of Fixed Account Options

	      The  following  provisions  apply  to  all Fixed  Account  options
	      except the Fixed Accumulation Account option.

	      At the  end  of  a  guarantee period,  and  for  the  thirty  days
	      immediately preceding the end of such guarantee period,  the Owner
	      may elect a new  option to replace the  Fixed Account option  that
	      is then expiring.   The entire amount maturing may  be reallocated
	      to any of  the then-current options under  the Contract (including
	      the  various  Sub-Accounts  within the  Separate  Account), except
	      that a  Fixed Account option  with a guarantee  period that  would
	      extend past the Annuity Commencement Date may not be selected.  In
	      particular, in the  case of renewals occurring within one  year of
	      such Commencement  Date, the  only Fixed Account  option available
	      is the Fixed Accumulation Account option.

	      If the  Owner  does not  specify a  new  Fixed Account  option  in
	      accordance with the preceding paragraph,  the Owner will be deemed
	      to have elected the same  Fixed Account option as is expiring,  so
	      long  as the  guarantee  period  of such  option does  not  extend
	      beyond the Annuity  Commencement Date.   In the event that  such a
	      period  would extend  beyond  the Annuity  Commencement  Date, the
	      Owner will  be deemed to  have selected the  Fixed Account  option
	      with the longest available guarantee period that expires  prior to
	      the  Annuity  Commencement  Date,  or,  failing  that,  the  Fixed
	      Accumulation Account Option.



     __________________________________________________________________________

				       Page 30
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

				     THE CONTRACT

	      The Contract  is an individual flexible  premium deferred annuity.
	      The rights and  benefits are described below and in  the Contract.
	      The  Company  reserves  the  right  to  make  any  modification to
	      conform the Contracts  to, or give  the Owner the benefit  of, any
	      applicable  law.     The  obligations  under   the  Contracts  are
	      obligations of the Company.

	      Fixed  Account  Values,  Variable  Account  Values,  benefits  and
	      charges  will  be calculated  separately for  each Contract.   The
	      various   administrative   rules  described   below   will   apply
	      separately to each Contract,  unless otherwise noted.  The Company
	      reserves the  right to  terminate  any Contract  at any  time  the
	      Account  Value is  less  than $500.    Upon the  termination of  a
	      Contract, the Company will pay the Owner the Surrender Value.

     Right to Cancel

	      The  Owner may cancel  the Contract by giving  the Company written
	      notice of cancellation and  returning the Contract before midnight
	      of  the  twentieth  day (or  longer  if  required  by  state  law)
	      following the date the Owner receives the Contract.  The  Contract
	      must  be returned to the Company, and  the required notice must be
	      given in  person, or to the agent who sold it  to the Owner, or by
	      mail.   If by mail,  the return of  the Contract or  the notice is
	      effective  on the date  it is postmarked, with  the proper address
	      and with postage  paid.  If the Owner  cancels the Contract as set
	      forth  above, the  Contract  will  be void  and the  Company  will
	      refund the  Purchase Payment(s) plus or minus any investment gains
	      or losses  under  the Contract  as  of the  end of  the  Valuation
	      Period  during which  the returned  Contract  is  received by  the
	      Company, or as otherwise required by law.


				  PURCHASE PAYMENTS

     Purchase Payments

	      The minimum  initial Purchase  Payment for Qualified  Contracts is
	      $50, and  the minimum  initial Purchase Payment  for Non-Qualified
	      Contracts  is $5,000.   Tax-free  transfers and  rollovers to  the
	      Contracts  must  be  at least  $5,000.    Both  Contracts  require
	      subsequent Purchase Payments of at least $50 per month.   Purchase
	      Payments  and tax-free transfers  or rollovers may be  sent to the
	      Company  at its  Administrative  Office  at any  time  before  the

     __________________________________________________________________________

				       Page 31
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      Annuity Commencement  Date so long  as the Contract  has not  been
	      fully surrendered.

	      Each  Purchase Payment  will  be  applied by  the Company  to  the
	      credit of  the Owner's  Account.   If the  application form  is in
	      good order,  the Company will apply  the initial Purchase  Payment
	      to  an account for the  Owner within two  business days of receipt
	      of  the Purchase  Payment at  the Administrative  Office.   If the
	      application  form is not  in good order, the  Company will attempt
	      to get  the application form  in good order  within five  business
	      days.  If the application form is not in good order at  the end of
	      this period, the Company will  inform the Owner of the  reason for
	      the  delay  and  that   the  Purchase  Payment  will  be  returned
	      immediately unless he or she specifically  consents to the Company
	      keeping  the Purchase  Payment until  the application  form is  in
	      good  order.   Once the  application form  is  in good  order, the
	      Purchase Payment  will be  applied to  the Owner's  Account within
	      two business days.

	      Each additional Purchase  Payment is credited to a Contract  as of
	      the next Valuation Date  following the receipt of such  additional
	      Purchase Payment.

	      No  Purchase Payment for any Contract  may exceed $500,000 without
	      prior approval of the Company.

     Allocation of Purchase Payments

	      The Company  will allocate Purchase Payments to  the Fixed Account
	      options  and/or  to  the Sub-Accounts  according  to  instructions
	      received  by Written Request.   Allocations must be  made in whole
	      percentages.


				    ACCOUNT VALUE

	      The Account Value is equal  to the aggregate value of the  Owner's
	      interest  in the  Sub-Account(s) and the Fixed  Account options as
	      of the end  of any Valuation  Period.   The value  of the  Owner's
	      interest in all Sub-Accounts  is the "Variable Account Value," and
	      the value of the Owner's interest in all Fixed Account  options is
	      the "Fixed Account Value."





     __________________________________________________________________________

				       Page 32
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Fixed Account Value

	      The Fixed Account Value for the Contract at any  time is equal to:
	      (a) the  Purchase Payment(s) allocated to  the Fixed Account; plus
	      (b) amounts transferred to  the Fixed Account;  plus (c)  interest
	      credited  to the Fixed Account; less  (d) any charges, surrenders,
	      deductions, amounts  transferred from  the Fixed Account  or other
	      adjustments  made  in  accordance   with  the  provisions  of  the
	      Contract.

     Variable Account Value

	      Purchase Payments  may be allocated among,  and Account Values may
	      be transferred  to, the  various Sub-Accounts within  the Separate
	      Account,  subject  to the  provisions  of  the  Contract governing
	      transfers.    For each  Sub-Account,  the  Purchase  Payment(s) or
	      amounts transferred  are converted  into Accumulation Units.   The
	      number of  Accumulation Units  credited is determined  by dividing
	      the dollar  amount directed to  each Sub-Account by  the value  of
	      the Accumulation  Unit for  that  Sub-Account at  the end  of  the
	      Valuation Period  on which the Purchase  Payment(s) or transferred
	      amount is received.

	      The  following events  will  result  in  the  cancellation  of  an
	      appropriate number of Accumulation Units of a Sub-Account:

	      (1)     transfer from a Sub-Account;

	      (2)     full or partial surrender of the Variable Account Value;

	      (3)     payment of a Death Benefit;

	      (4)     application of the Variable Account Value  to a Settlement
		      Option;

	      (5)     deduction of the Contract Maintenance Fee; or

	      (6)     deduction of any Transfer Fee.

	      Accumulation  Units  will  be  canceled  as  of  the  end  of  the
	      Valuation  Period  during which  the  Company  receives  a Written
	      Request  regarding the event giving rise  to such cancellation, or
	      an  applicable  Commencement Date,  or  the end  of the  Valuation
	      Period  on which the  Contract Maintenance Fee or  Transfer Fee is
	      due, as the case may be.


     __________________________________________________________________________

				       Page 33
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The Variable Account Value for  a Contract at any time is equal to
	      the sum of  the number of Accumulation Units for  each Sub-Account
	      attributable to that Contract  multiplied by the Accumulation Unit
	      value ("Accumulation Unit Value")  for each Sub-Account at the end
	      of the preceding Valuation Period.

     Accumulation Unit Value

	      The  initial Accumulation  Unit Value  for each  Sub-Account, with
	      the exception  of the Money  Market Sub-Account, was  set at  $10.
	      The  initial   Accumulation  Unit  Value  for   the  Money  Market
	      Sub-Account was set at  $1.00.  Thereafter, the Accumulation  Unit
	      Value  at the  end of  each Valuation  Period is  the Accumulation
	      Unit Value at the end of the previous Valuation Period  multiplied
	      by the Net Investment Factor, as described below.

     Net Investment Factor

	      The Net  Investment Factor  is  a factor  applied to  measure  the
	      investment performance of a  Sub-Account from one Valuation Period
	      to the  next.  Each  Sub-Account has  a Net Investment Factor  for
	      each Valuation  Period which  may  be greater  or less  than  one.
	      Therefore, the value of an Accumulation  Unit for each Sub-Account
	      may increase or decrease.  The Net Investment Factor  for any Sub-
	      Account for any Valuation Period is determined by dividing (1)  by
	      (2) and subtracting (3) from the result, where:

	      (1)  is equal to:

		      a.   the Net Asset Value per share of the Fund held in the
		      Sub-Account,  determined  at  the  end of  the  applicable
		      Valuation Period; plus

		      b.   the per  share amount of any  dividend or net capital
		      gain  distributions   made  by  the   Fund  held  in   the
		      Sub-Account, if the  "ex-dividend" date occurs during  the
		      applicable Valuation Period; plus or minus

		      c.  a  per share charge or  credit for any taxes  reserved
		      for, which is  determined by the Company to  have resulted
		      from the investment operations of the Sub-Account;

	      (2)   is the  Net Asset  Value per share of  the Fund  held in the
	      Sub-Account, determined  at the  end of the  immediately preceding
	      Valuation Period; and


     __________________________________________________________________________

				       Page 34
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      (3)   is the factor  representing the Mortality  and Expense  Risk
	      Charge  and   the   Administration   Charge  deducted   from   the
	      Sub-Account for  the number  of days  in the applicable  Valuation
	      Period.


				      TRANSFERS

	      Prior to the applicable Commencement  Date, the Owner may transfer
	      amounts in a Sub-Account to a different Sub-Account and/or one  or
	      more  of the Fixed  Account options.  The  minimum transfer amount
	      is $500.   If the Sub-Account  balance is less than  $1,000 at the
	      time  of  the  transfer,  the  entire  amount of  the  Sub-Account
	      balance must be transferred.  The Owner may also transfer  amounts
	      from  any Fixed Account  option to any other  Fixed Account option
	      and/or one  or more of the  Sub-Accounts.  If a  transfer is being
	      made from  a Fixed  Account  option pursuant  to the  "Renewal  of
	      Fixed  Account  Options"  provision  of  the "THE  FIXED  ACCOUNT"
	      section of this  Prospectus, then the entire amount of  that Fixed
	      Account option subject to renewal at that time may be  transferred
	      to any  one  or more  of the  Sub-Accounts.   In  any other  case,
	      transfers  from  any  Fixed   Account  option  are  subject  to  a
	      cumulative limit  during each Contract  Year of 20%  of the  Fixed
	      Account   option's  value   as   of  the   most   recent  Contract
	      anniversary.   Fixed  Account transfers  are not  permitted during
	      the first  Contract Year.   The minimum transfer  amount from  any
	      Fixed Account option is $500.  The  Company may from time to  time
	      change  the   amount  available   for  transfer  from   the  Fixed
	      Accumulation Account.   Amounts previously transferred  from Fixed
	      Account options to  the Sub-Accounts  may not be transferred  back
	      to the Fixed  Account options for a period  of six months from the
	      date of transfer.

	      The Company charges a  Transfer Fee  of $25 for  each transfer  in
	      excess of twelve during the same Contract Year.

     Telephone Transfers

	      An Owner may place a request for all or part  of the Account Value
	      to  be  transferred  by telephone.    All  transfers  must  be  in
	      accordance with  the terms of the  Contract. Transfer instructions
	      are currently  accepted on  each Valuation Date between  9:30 a.m.
	      and 4:00 p.m.  Eastern Time at (800) 789-6771.   Once instructions
	      have  been  accepted,  they may  not  be  rescinded;  however, new
	      telephone instructions may be given the following day.


     __________________________________________________________________________

				       Page 35
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The  Company will  not  be  liable for  complying  with  telephone
	      instructions which the Company  reasonably believes to be genuine,
	      or  for any  loss,  damage,  cost or  expense  in acting  on  such
	      telephone instructions.  The  Owner or person controlling payments
	      will  bear  the  risk of  such  loss.    The  Company will  employ
	      reasonable  procedures  to  determine that  telephone instructions
	      are genuine.  If the Company does not  employ such procedures, the
	      Company  may   be  liable  for  losses   due  to  unauthorized  or
	      fraudulent instructions.    These  procedures may  include,  among
	      others, tape recording telephone instructions.

     Dollar Cost Averaging

	      Prior  to   the  applicable  Commencement  Date,   the  Owner  may
	      establish automatic transfers  from the  Money Market  Sub-Account
	      to any other  Sub-Account(s), on a monthly or quarterly  basis, by
	      submitting to  the Administrative  Office a Dollar  Cost Averaging
	      Authorization Form.   No Dollar  Cost Averaging  transfers may  be
	      made to  any  of  the Fixed  Account  options.   The  Dollar  Cost
	      Averaging transfers will take place on the last Valuation Date  of
	      each calendar month or quarter as requested by the Owner.

	      In order to be  eligible for Dollar  Cost Averaging, the value  of
	      the Money  Market Sub-Account must  be at least  $10,000, and  the
	      minimum amount that may be transferred is $500.  

	      Dollar Cost  Averaging will automatically terminate  if any Dollar
	      Cost  Averaging  transfer would  cause the  balance  of  the Money
	      Market Sub-Account to fall below $500.  At  that time, the Company
	      will then transfer the balance of the Money Market Sub-Account  to
	      the other  Sub-Account(s) in  the same percentage  distribution as
	      directed in the Dollar Cost Averaging Authorization Form.

	      Dollar Cost Averaging  transfers will not count toward  the twelve
	      transfers  permitted under  the  Contract without  a  Transfer Fee
	      charge.

	      Before electing  Dollar Cost  Averaging, an Owner  should consider
	      the  risks  involved in  switching  between  investments available
	      under  the  Contract.    Dollar  Cost Averaging  requires  regular
	      investments regardless  of fluctuating  price levels and  does not
	      guarantee  profits nor prevent  losses in a declining  market.  An
	      Owner  should consider  his or  her financial ability  to continue
	      Dollar Cost Averaging transfers  through periods of changing price
	      levels.


     __________________________________________________________________________

				       Page 36
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The Owner  may terminate  Dollar Cost  Averaging services  at  any
	      time,  but must give the Company at least 30 days notice to change
	      any automatic  transfer instructions that are  currently in place.
	      Currently, the  Company does  not  charge a  fee for  Dollar  Cost
	      Averaging services.  However,  the Company reserves  the right  to
	      impose an annual  fee not to  exceed $25 for participation  in the
	      Dollar Cost Averaging program.

     Portfolio Rebalancing

	      In  connection  with the  allocation of  Purchase Payments  to the
	      Sub-Accounts,  and/or  the Fixed  Accumulation Account,  the Owner
	      may  elect  to  have  the  Company perform  Portfolio  Rebalancing
	      services.  The  election  of Portfolio  Rebalancing  instructs the
	      Company    to   automatically   transfer   amounts   between   the
	      Sub-Accounts and  the Fixed  Accumulation Account to  maintain the
	      percentage allocations selected by the Owner.

	      Prior to  the applicable Commencement  Date, the  Owner may  elect
	      Portfolio Rebalancing, by  submitting to the Administrative Office
	      a Portfolio  Rebalancing  Authorization  Form.   In  order  to  be
	      eligible  for the  Portfolio Rebalancing  program, the  Owner must
	      have a minimum Account  Value of $10,000.   Portfolio  Rebalancing
	      transfers will  take place  on  the last  Valuation Date  of  each
	      calendar quarter.

	      Portfolio Rebalancing  transfers will not count  toward the twelve
	      transfers  permitted under  the  Contract without  a  Transfer Fee
	      charge.

	      The  Owner may  terminate  Portfolio Rebalancing  services  at any
	      time,  but must give the Company at least 30 days notice to change
	      any  automatic transfer  instructions that  are already  in place.
	      Currently,  the  Company  does not  charge  a  fee  for  Portfolio
	      Rebalancing services.  However,  the Company reserves the right to
	      impose an annual fee  not to exceed $25  for participation in  the
	      Portfolio Rebalancing program.  

     Interest Sweep

	      Prior  to the applicable  Commencement Date,  the Owner  may elect
	      automatic  transfers of the income from  each Fixed Account option
	      to the Sub-Account(s), by  submitting to the Administrative Office
	      an Interest  Sweep Authorization  Form.  Interest  Sweep transfers
	      will  take place  on  the  last Valuation  Date of  each  calendar
	      quarter.

     __________________________________________________________________________

				       Page 37
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      In order to be eligible for the  Interest Sweep program, the value
	      of each  Fixed Account option  selected must be  at least  $5,000.
	      The  maximum  amount  that  may be  transferred  from  each  Fixed
	      Account  option selected  is 20%  of  such Fixed  Account option's
	      value per year.  Any amounts transferred under the Interest  Sweep
	      program reduce the 20% maximum otherwise allowed.

	      Interest  Sweep  transfers  will   not  count  toward  the  twelve
	      transfers  permitted under  the  Contract without  a  Transfer Fee
	      charge.

	      The Owner may  terminate the Interest Sweep program, at  any time,
	      but must  give the Company at  least 30 days notice  to change any
	      automatic transfer instructions that  are already in  place.   The
	      Company reserves the right to  impose an annual fee not to  exceed
	      $25 for participation in the Interest Sweep program.

     Changes By the Company

	      The Company  reserves the right, in the  Company's sole discretion
	      and at  any time, to  terminate, suspend  or modify any aspect  of
	      the transfer  privileges described  above without prior  notice to
	      Owners, as permitted by applicable law.


				     SURRENDERS 

     Surrender Value

	      The Owner  may surrender  a  Contract in  full for  the  Surrender
	      Value,  or, partial surrenders may be made for a lesser amount, by
	      Written  Request at  any time  prior to  the  Annuity Commencement
	      Date.  The amount of any partial surrender must  be at least $500.
	      A partial  surrender  cannot reduce  the Surrender  Value to  less
	      than  $500.  Surrenders will be deemed  to be withdrawn first from
	      the  portion  of the  Account  Value  that  represents accumulated
	      earnings and  then from Purchase  Payments.  For  purposes of  the
	      Contract,  Purchase  Payments  are deemed  to  be  withdrawn on  a
	      "first-in, first-out" basis.

	      The amount available for surrender will be the Surrender Value  at
	      the  end of the Valuation  Period in which the  Written Request is
	      received.

	      The Surrender Value at any time is an amount equal to:


     __________________________________________________________________________

				       Page 38
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

		      (1)      the Account Value as of the end of the applicable
			       Valuation Period; less
		      (2)      any applicable CDSC; less
		      (3)      any outstanding loans; and less
		      (4)      any  applicable  premium tax  or other  taxes not
			       previously deducted.

	      On  full surrender, a  full Contract Maintenance Fee  will also be
	      deducted as part of the calculation of the Surrender Value.

	      A full or partial surrender may be subject  to a CDSC as set forth
	      in  this  prospectus.    (See  "Contingent Deferred  Sales  Charge
	      ("CDSC")," page 31.)

	      Surrenders will  result in the cancellation  of Accumulation Units
	      from  each applicable  Sub-Account(s)  and/or a  reduction  of the
	      Fixed Account  Value.   In  the  case  of a  full  surrender,  the
	      Contract will be terminated.

	      Surrenders may be subject to a 10% premature distribution  penalty
	      tax if made before the Owner reaches  age 59 1/2, and may  further
	      be  subject to  federal, state  or local  income  tax, as  well as
	      significant  tax  law  restrictions   in  the  case  of  Qualified
	      Contracts.  (See "FEDERAL TAX MATTERS," page 40.)

     Suspension or Delay in Payment of Surrender Value

	      The Company has the right  to suspend or delay the date of payment
	      of a partial or full surrender  of the Variable Account Value  for
	      any period: 

	      (1)     when the  New York  Stock Exchange  ("NYSE") is  closed or
		      trading on the NYSE is restricted;

	      (2)     when an emergency exists (as determined  by the Securities
		      and  Exchange  Commission) as  a result  of which  (a) the
		      disposal  of securities  in the  Separate  Account is  not
		      reasonably  practicable  or  (b)  it  is  not   reasonably
		      practicable  to determine  fairly  the  value of  the  net
		      assets in the Separate Account; or

	      (3)     when the  Securities and  Exchange  Commission so  permits
		      for the protection of security holders.




     __________________________________________________________________________

				       Page 39
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The Company  further reserves the  right to delay  payment of  any
	      partial or  full surrender of the  Fixed Account  Value for up  to
	      six months after the receipt of a Written Request.

	      A  surrender  request  will  be  effective  when  all  appropriate
	      surrender  request forms  are received.   Payments of  any amounts
	      derived from  a Purchase  Payment  paid by  check may  be  delayed
	      until the check has cleared.

	      SINCE  THE OWNER ASSUMES THE  INVESTMENT RISK AND  BECAUSE CERTAIN
	      SURRENDERS ARE  SUBJECT TO  A  CDSC, THE  TOTAL AMOUNT  PAID  UPON
	      SURRENDER  OF   THE  CONTRACT  (TAKING  INTO   ACCOUNT  ANY  PRIOR
	      SURRENDERS) MAY BE MORE OR LESS THAN THE TOTAL PURCHASE PAYMENTS.

	      When  Contracts   offered  by   this  Prospectus  are   issued  in
	      connection with  retirement plans  which meet the  requirements of
	      Sections  401,  403,  408 or  457  of  the  Code,  as  applicable,
	      reference should be made to the terms of  the particular plans for
	      any additional limitations or restrictions on surrenders.

     Free Withdrawal Privilege

	      Subject to the provisions of the Contract, the Company will  waive
	      the CDSC, to the extent applicable, on full or partial  surrenders
	      as follows:
		      (1)      during  the  first Contract  Year,  on an  amount
			       equal  to  not  more  than  10% of  all  Purchase
			       Payments received; and
		      (2)      during the second and succeeding  Contract Years,
			       on  an amount equal  to not more than  10% of the
			       Account   Value   as   of   the   last   Contract
			       Anniversary.

	      If  the  Free  Withdrawal Privilege  is  not  exercised  during  a
	      Contract Year, it does not carry over to the next Contract Year.

     Systematic Withdrawal

	      Prior to  the applicable Commencement Date,  the Owner, by Written
	      Request to  the Administrative Office, may  elect to automatically
	      withdraw  money from  the Fixed  Account and/or  the Sub-Accounts.
	      To  be eligible for the Systematic Withdrawal program, the Account
	      Value  must be  at least  $10,000 at  the time  of election.   The
	      minimum monthly amount that can be withdrawn is $100.   Systematic
	      withdrawals  will be subject to the CDSC  to the extent the amount


     __________________________________________________________________________

				       Page 40
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      withdrawn exceeds the Free  Withdrawal Privilege (See "CHARGES AND
	      DEDUCTIONS,"  page  31.)   The  Owner  may  begin  or  discontinue
	      systematic  withdrawals  at  any time  by  Written Request  to the
	      Company, but at  least 30 days notice must  be given to change any
	      systematic withdrawal  instructions that are  currently in  place.
	      The Company reserves the  right to discontinue offering systematic
	      withdrawals or  to impose  an annual  fee not  to exceed  $25  for
	      participation in the Systematic Withdrawal program.  

	      Systematic  withdrawals  may  have  tax  consequences  or  may  be
	      limited  by  tax law  restrictions.   (See "FEDERAL  TAX MATTERS,"
	      page 40.)


				    CONTRACT LOANS

	      If permitted under the Contract, an  Owner may obtain a loan using
	      his or her interest under such  Contract as the only security  for
	      the  loan.  Loans are  subject to provisions  of the Code.   A tax
	      adviser should  be consulted prior to  exercising loan privileges.
	      Loan  provisions  are  described in  the  loan endorsement  to the
	      Contract.

	      The amount  of any loan will  be deducted from  any Death Benefit.
	      In addition, a loan, whether or not repaid, will have a  permanent
	      effect on the Account Value because the investment results of  the
	      investment options will  only apply to  the unborrowed  portion of
	      the  Account Value.    The  longer the  loan is  outstanding,  the
	      greater  the  effect  is  likely  to  be.    The  effect  could be
	      favorable or unfavorable.   If the investment results are  greater
	      than the rate being  credited on amounts held in the  loan account
	      while  the  loan  is  outstanding,  the  Account  Value  will  not
	      increase as rapidly as it would if  no loan were outstanding.   If
	      investment results are below that rate, the Account Value will  be
	      higher than it would have been if no loan had been outstanding.


				    DEATH BENEFIT

     When A Death Benefit Will Be Paid

	      A Death Benefit will be paid under the Contract if:

	      (1)     the Owner  or the  joint owner,  if any,  dies before  the
		      Annuity  Commencement  Date  and  before the  Contract  is
		      fully surrendered;

     __________________________________________________________________________

				       Page 41
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      (2)     the Death Benefit Valuation Date has occurred; and

	      (3)     a spouse does not become the Successor Owner.

	      If a Death Benefit becomes payable:

	      (1)     it  will  be in  lieu  of  all  other  benefits under  the
		      Contract; and

	      (2)     all other  rights under  the Contract  will be  terminated
		      except for rights related to the Death Benefit.

	      Only one Death Benefit will be paid under the Contract.

     Death Benefit Values

	      If the Owner dies  before attaining age 75 and  before the Annuity
	      Commencement Date,  the Death Benefit  is an amount  equal to  the
	      greatest of:

	      (1)     the Account  Value on  the Death  Benefit Valuation  Date,
		      less  any  applicable  premium  tax  or  other  taxes  not
		      previously  deducted,  less  any  partial surrenders,  and
		      less any outstanding loans;

	      (2)     the  total   Purchase  Payment(s),   less  any  applicable
		      premium tax or  other taxes not previously  deducted, less
		      any  partial surrenders, and  less any  outstanding loans;
		      or

	      (3)     the  largest   Death  Benefit   amount  on   any  Contract
		      Anniversary prior  to death  that is an  exact multiple of
		      five  and occurs  prior  to  the Death  Benefit  Valuation
		      Date, less any applicable premium  tax or other taxes  not
		      previously deducted,  less  any partial  surrenders  after
		      such   Death   Benefit  was   determined,  and   less  any
		      outstanding loans.

	      If the Owner  dies after attaining  Age 75 and before  the Annuity
	      Commencement Date,  the Death Benefit  is an amount  equal to  the
	      greatest of:

	      (1)     the Account  Value on  the Death  Benefit Valuation  Date,
		      less  any  applicable  premium  tax  or  other  taxes  not
		      previously deducted,  less  any  partial  surrenders,  and
		      less any outstanding loans;

     __________________________________________________________________________

				       Page 42
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      (2)     the  total   Purchase  Payment(s),  less  any   applicable
		      premium tax or  other taxes not previously  deducted, less
		      any partial  surrenders, and  less any  outstanding loans;
		      or

	      (3)     the  largest   Death  Benefit   amount  on  any   Contract
		      Anniversary prior to  death that is both an exact multiple
		      of five and occurs  prior to the  date on which the  Owner
		      attained Age 75, less any applicable premium  tax or other
		      taxes   not   previously  deducted,   less   any   partial
		      surrenders after  such Death  Benefit was determined,  and
		      less any outstanding loans.

	      In  any  event, if  the  Contract is  issued after  any  Owner has
	      attained  age   75,  and  any  Owner   dies  before  the   Annuity
	      Commencement Date,  the amount of  the Death Benefit  will be  the
	      greater of:

	      (1)     the Account  Value on  the Death  Benefit Valuation  Date,
		      less  any  applicable  premium  tax  or  other  taxes  not
		      previously deducted,  less  any  partial  surrenders,  and
		      less any outstanding loans; or

	      (2)     the  total  Purchase  Payment(s),   less  any   applicable
		      premium tax or  other taxes not previously  deducted, less
		      any partial surrenders, and less any outstanding loans.

     Death Benefit Commencement Date

	      The Beneficiary may designate  the Death Benefit Commencement Date
	      by Written  Request within one year  of the Owner's death.   If no
	      designation  is made,  then  the Death  Benefit  Commencement Date
	      will be one year after the Owner's death.

     Form of Death Benefit

	      Death Benefit payments will be Fixed Dollar  Benefit payments made
	      monthly in  accordance with  the terms of  Option A  with a period
	      certain of  48 months  under the  "SETTLEMENT OPTIONS" section  of
	      this prospectus.  (See page 34.)

	      In lieu of  that, the Owner  may elect at  any time before  his or
	      her death to  have Death Benefit payments made  in one lump sum or
	      pursuant to any available  settlement option under the "SETTLEMENT
	      OPTIONS" section of this prospectus.   If the Owner does  not make
	      any such election,  the Beneficiary may make that election  at any

     __________________________________________________________________________

				       Page 43
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      time  after  the  Owner's  death  and  before  the  Death  Benefit
	      Commencement Date.

     Beneficiary

	      Non-Qualified  Contracts may be  jointly owned by two  people.  If
	      there  is a joint owner  and that joint  owner survives the Owner,
	      the joint owner is  the Beneficiary, regardless of any designation
	      made  by the Owner.  If there is  no surviving joint owner, and in
	      the case of Qualified Contracts, the Beneficiary is the person  or
	      persons so  designated in the  application, if any,  or under  the
	      Change of Beneficiary provision of the Contract. If the Owner  has
	      not designated  a Beneficiary, or if  no Beneficiary designated by
	      the Owner  survives the Owner,  then the Beneficiary  will be  the
	      Owner's estate.


     CHARGES AND DEDUCTIONS

	      There are two types  of charges and deductions.  First,  there are
	      charges assessed under  the Contract.   These charges include  the
	      CDSC, the  Administration Charge,  the Mortality and  Expense Risk
	      Charge, Premium  Taxes and Transfer  Fees.  All  of these  charges
	      are  described below  and  some  may not  be applicable  to  every
	      Contract.  Second, there  are  Fund expenses  for  fund management
	      fees and administration expenses.  These fees are described in the
	      prospectus and statement of additional information for each Fund.

     Contingent Deferred Sales Charge ("CDSC")

	      No deduction  for front-end  sales charges  is made  from Purchase
	      Payments.  However, the Company may  deduct a CDSC of up to  7% of
	      Purchase  Payments  on  certain  surrenders  to   partially  cover
	      certain expenses incurred  by the Company relating to the  sale of
	      the   Contract,   including   commissions  paid,   the   costs  of
	      preparation of  sales literature  and other promotional  costs and
	      acquisition expenses.

	      The  CDSC  applies  to  and  is  calculated  separately  for  each
	      Purchase Payment.   The  CDSC percentage  varies according  to the
	      number of  full years  elapsed between the  date of  receipt of  a
	      Purchase Payment and  the date a Written Request for  surrender is
	      made.   The amount of  the CDSC  is determined by multiplying  the
	      amount withdrawn  subject to the  CDSC by the  CDSC percentage  in
	      accordance with the  following table.  Surrenders  will be applied
	      first to  accumulated earnings  (which may be  surrendered without

     __________________________________________________________________________

				       Page 44
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      charge) and  then to Purchase  Payments on  a first-in,  first-out
	      basis.

     <TABLE>
     <CAPTION>


	    Number of Full Years Elapsed Between Date of Receipt of                   Contingent Deferred Sales Charge
	    Purchase Payment and Date Written Request for Surrender                as a Percentage of Associated Purchase
				   Received                                                 Payment Surrendered
				      <S>                                                           <C>
				       0                                                             7%
				       1                                                             6%
				       2                                                             5%
				       3                                                             4%
				       4                                                             3%
				       5                                                             2%
				       6                                                             1%
				   7 or more                                                         0%


     </TABLE>


	      In no  event shall the CDSC  assessed against the  Contract exceed
	      7% of the aggregate Purchase Payment(s).

	      Any Purchase Payments  that have been held  by the Company for  at
	      least seven years may be surrendered free  of any CDSC.  The  CDSC
	      will  not  be  imposed  on  amounts  surrendered  under  the  Free
	      Withdrawal  Privilege.   (See  "Free  Withdrawal Privilege,"  page
	      28.)

	      No CDSC is assessed upon payment of the Death Benefit.

	      The CDSC will be waived upon surrender if: (i) all or  part of the
	      Account Value is  applied to the purchase  of an annuity  from the
	      Company  for life or for  a noncommutable period of  five years or
	      more; or  (ii)  the Contract  is modified  by  the Long-Term  Care
	      Waiver Rider and  the Owner is confined in  a licensed Hospital or
	      Long-Term Care Facility, as those terms are defined  in the Rider,
	      for  at least  90 days beginning  on or  after the  first Contract
	      Anniversary.      This  Rider   may  not   be  available   in  all
	      jurisdictions.



     __________________________________________________________________________

				       Page 45
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The CDSC  may be  reduced  or waived  in connection  with  certain
	      Contracts  where the  Company incurs  reduced sales  and servicing
	      expenses, such  as Contracts  offered to  active employees of  the
	      Company or any of its subsidiaries and/or affiliates.  

	      For Qualified  Contracts only,  the  CDSC will  be waived  if  the
	      Owner has  been determined  by the Social  Security Administration
	      to be "disabled"  as that term is  defined in the  Social Security
	      Act of 1935, as amended.

	      In addition,  for Contracts qualified under Section  403(b) of the
	      Code,  the  CDSC  will  be  waived  if  (i)  the  Owner  incurs  a
	      separation  from service,  has attained  age 55  and has  held the
	      Contract  for at least seven years; or (ii) the Owner has held the
	      Contract for fifteen years or more. 

	      The Company  reserves the  right to  terminate, suspend  or modify
	      waivers of the CDSC, without prior notice to Owners, as  permitted
	      by applicable law.

     Maintenance and Administrative Charges

	      On  each  Contract  Anniversary,  the  Company deducts  an  annual
	      Contract  Maintenance Fee  as  partial compensation  for  expenses
	      relating to  the issue and  maintenance of the  Contract, and  the
	      Separate Account.   The  annual Contract  Maintenance Fee  is $25.
	      The  Company   reserves  the   right  to  increase   the  Contract
	      Maintenance Fee  and guarantees that the  Contract Maintenance Fee
	      will not  exceed $40.   Any increase in  the Contract  Maintenance
	      Fee will apply only to deductions after the effective date  of the
	      change.  If the Contract is  surrendered in full on  any day other
	      than  on the  Contract Anniversary,  the Contract  Maintenance Fee
	      will be  deducted in  full at the  time of such  surrender.   If a
	      Variable Annuity Benefit  is elected, a portion of the  $25 Annual
	      Fee will be deducted from each Benefit Payment.

	      The Company  will  waive  the  Contract  Maintenance  Fee  if  the
	      Account Value is equal  to or greater than $30,000 on the  date of
	      the  assessment of the  Charge.  The Contract  Maintenance Fee may
	      also  be waived  in connection  with  certain Contracts  where the
	      Company   incurs  reduced   Contract  issuance   and   maintenance
	      expenses,  such as  Contracts offered to  active employees  of the
	      Company or any of its subsidiaries, and/or affiliates.  

	      Currently,  the  Company  imposes  no   Administration  Charge  to
	      reimburse   the   Company   for   those  administrative   expenses

     __________________________________________________________________________

				       Page 46
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      attributable  to  the  Contract  and  the Separate  Account  which
	      exceed  the revenues  received from  the Contract  Maintenance Fee
	      and any Transfer Fee.  However, the Company reserves the right  to
	      impose an  Administration Charge to be deducted at the end of each
	      Valuation Period  (both before and after  the Annuity Commencement
	      Date)  from  the  Net Asset  Value  of  each  Sub-Account  of  the
	      Separate  Account at  an effective  annual rate guaranteed  not to
	      exceed  0.20%.   There will  be  no Administration  Charge imposed
	      unless administrative expenses  exceed revenues received from  the
	      Contract Maintenance Fee and any Transfer Fees.

	      The Company will provide 30 days written  notice in advance of any
	      change  in fees.    However,  the Company  reserves the  right  to
	      terminate, suspend  or modify waivers of  the Contract Maintenance
	      Fee, without  prior notice to Owners,  as permitted by  applicable
	      law.  

	      The Company has  not imposed an Administration Charge and  has set
	      the  Contract Maintenance  Fee at  a level  such that  the Company
	      will  recover  no more  than the  anticipated and  estimated costs
	      associated with  administering the Contract and  Separate Account.
	      The   Company  does  not   expect  to  make  a   profit  from  the
	      administrative  charges of  a  particular Contract.    The Company
	      does not  expect to make  a profit from  the Contract  Maintenance
	      Fee.

     Mortality and Expense Risk Charge

	      The  Company  imposes a  Mortality  and  Expense  Risk  Charge  as
	      compensation  for  bearing  certain mortality  and  expense  risks
	      under the Contract.   For assuming these risks, the  Company makes
	      a  daily charge equal  to .003403%  corresponding to  an effective
	      annual  rate  of  1.25% of  the  daily  Net  Asset  Value of  each
	      Sub-Account in the  Separate Account.  The Company  estimates that
	      the mortality risk component of this charge is 0.75%  of the daily
	      Net  Asset  Value  of  each   Sub-Account  and  the  expense  risk
	      component  is 0.50%.  In  connection with certain  Contracts where
	      the Company  incurs reduced sales and servicing  expenses, such as
	      Contracts offered  to active employees  of the Company  or any  of
	      its  subsidiaries  and/or  affiliates,  the  Company may  offer  a
	      Contract  with a  Mortality and  Expense Risk  Charge equal  to an
	      effective annual rate of 0.95%.  This  is equal to a daily  charge
	      of  0.002590%.   The Company  estimates that for  these Contracts,
	      the mortality risk component of  this charge is 0.75% of the daily
	      Net  Asset  Value  of  each   Sub-Account  and  the  expense  risk
	      component  is 0.20%.   The  Mortality and  Expense Risk  Charge is

     __________________________________________________________________________

				       Page 47
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      imposed  before  the  Annuity  Commencement  Date  and  after  the
	      Annuity  Commencement  Date  if  a  Variable  Annuity  Benefit  is
	      selected.  The Company  guarantees that the Mortality and  Expense
	      Risk Charge  will never increase  for a Contract.   The  Mortality
	      and  Expense Risk  Charge is  reflected in  the  Accumulation Unit
	      values for each Sub-Account.

	      The  mortality  risks  assumed  by  the  Company  arise  from  its
	      contractual obligations  to make  annuity payments (determined  in
	      accordance with the annuity  tables and other provisions contained
	      in the  Contract) and to  pay Death Benefits prior  to the Annuity
	      Commencement Date.

	      The  Company also bears  substantial risk  in connection  with the
	      Death  Benefit  before the  Annuity  Commencement  Date,  since in
	      certain  circumstances  the  Company  may be  obligated  to  pay a
	      larger Death  Benefit amount than the  then-existing Account Value
	      of the Contract.

	      The  expense risk  assumed  by the  Company is  the risk  that the
	      Company's actual  expenses in administering the  Contracts and the
	      Separate  Account will  exceed  the amount  recovered  through the
	      Contract Maintenance Fees and Transfer Fees.

	      If the Mortality and Expense Risk Charge is insufficient to  cover
	      actual  costs  and  risks assumed,  the  loss  will  fall  on  the
	      Company.  Conversely, if this charge is more than sufficient,  any
	      excess  will be  profit to  the Company.   Currently,  the Company
	      expects a profit from this charge.

	      The Company  recognizes that the CDSC  may not generate sufficient
	      funds  to pay  the cost  of  distributing the  Contracts.   To the
	      extent that the  CDSC is insufficient to cover  the actual cost of
	      Contract  distribution,  the  deficiency  will  be  met  from  the
	      Company's general  corporate assets which may  include amounts, if
	      any, derived from the Mortality and Expense Risk Charge.

     Premium Taxes

	      Certain state  and local governments impose  premium taxes.  These
	      taxes currently range up to 5.0%  depending upon the jurisdiction.
	      The Company,  in its sole  discretion and in  compliance with  any
	      applicable state  law, will  determine the method used  to recover
	      premium  tax  expenses incurred.    The  Company  will deduct  any
	      applicable  premium  taxes  from  the  Account Value  either  upon
	      death, surrender, annuitization, or  at the time Purchase Payments

     __________________________________________________________________________

				       Page 48
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      are made to the  Contract, but  no earlier than  when the  Company
	      has a tax liability under state law.

     Transfer Fee

	      The Company  currently imposes  a  $25 fee  for each  transfer  in
	      excess of  twelve in a  single Contract  Year.   The Company  will
	      deduct the charge from the amount transferred.

     Fund Expenses

	      The value  of the  assets  in the  Separate Account  reflects  the
	      value  of Fund shares and therefore the  fees and expenses paid by
	      each  Fund.  The annual expenses  of each Fund are  set out in the
	      "Summary of Expenses" tables at  the front of this Prospectus.   A
	      complete description  of the  fees, expenses, and  deductions from
	      the Funds are found in the respective prospectuses for the  Funds.
	      (See "THE FUNDS," page 16.)


				  SETTLEMENT OPTIONS

     Annuity Commencement Date

	      The   Annuity  Commencement   Date  is   shown  on   the  Contract
	      Specifications   page.     The  Owner   may  change   the  Annuity
	      Commencement Date by  Written Request made at least 30  days prior
	      to the date that Annuity Benefit payments are scheduled to  begin.
	      In  no event can the  Annuity Commencement Date  be later than the
	      Contract  Anniversary following  the 85th  birthday of  the eldest
	      Owner, or 5 years after the Contract Effective Date, whichever  is
	      later.

     Election of Settlement Option

	      If the Owner is alive on the Annuity Commencement Date and  unless
	      otherwise  directed, the  Company  will apply  the  Account Value,
	      less premium  taxes, if  any, according to  the Settlement  Option
	      elected.

	      If no  election has been  made on the  Annuity Commencement  Date,
	      the Company  will  begin payments  based on  Settlement  Option  B
	      (Life  Annuity  with  Payments  for  at  Least  a  Fixed  Period),
	      described  below, with  a  fixed  period of  120  monthly payments
	      assured.


     __________________________________________________________________________

				       Page 49
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Benefit Payments

	      Benefit  Payments may  be  calculated  and paid:  (1) as  a  Fixed
	      Dollar  Benefit; (2)  as a  Variable Dollar  Benefit; or (3)  as a
	      combination of both.

	      If only  a Fixed Dollar  Benefit is  to be paid,  the Company will
	      transfer  all  of  the  Account  Value  to the  Company's  general
	      account on  the applicable  Commencement  Date,  or on  the  Death
	      Benefit Valuation  Date (if  applicable).   Similarly, if  only  a
	      Variable Dollar Benefit is elected, the Company will transfer  all
	      of the Account  Value to the  Sub-Accounts as  of the  end of  the
	      Valuation Period immediately  prior to the applicable Commencement
	      Date; the Company will  allocate the amount transferred  among the
	      Sub-Accounts  in accordance with a Written  Request.  No transfers
	      between the Fixed  Dollar Benefit and the Variable  Dollar Benefit
	      will be allowed  after the Commencement Date.  However,  after the
	      Variable Dollar Benefit has been paid for at least twelve  months,
	      the  person controlling  payments  may,  no more  than  once  each
	      twelve  months  thereafter, transfer  all or  part of  the Benefit
	      Units upon  which the Variable  Dollar Benefit is  based from  the
	      Sub-Account(s)  then held,  to  Benefit Units  in  different Sub--
	      Account(s).

	      If a Variable Dollar Benefit is elected, the amount to be  applied
	      under  that benefit is the Variable Account Value as of the end of
	      the   Valuation  Period   immediately  preceding   the  applicable
	      Commencement Date.   If a Fixed Dollar Benefit  is to be paid, the
	      amount to  be applied  under  that benefit  is the  Fixed  Account
	      Value as  of the applicable Commencement Date, or  as of the Death
	      Benefit Valuation Date (if applicable).

     Fixed Dollar Benefit

	      Fixed Dollar  Benefit payments  are determined by  multiplying the
	      Fixed Account Value  (expressed in thousands of  dollars and after
	      deduction  of any fees and  charges, loans, or  applicable premium
	      tax not previously deducted) by the amount of the monthly  payment
	      per $1,000 of value obtained from the Settlement Option Table  for
	      the  settlement option  elected.   Fixed  Dollar  Benefit payments
	      will remain level for the duration of the payment period.

	      If at the time a  Fixed Dollar Benefit is elected, the Company has
	      available  options or rates  on a more favorable  basis than those
	      guaranteed, the higher  benefits shall  be applied  and shall  not
	      change for as long as that election remains in force.

     __________________________________________________________________________

				       Page 50
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Variable Dollar Benefit

	      The first monthly Variable Dollar Benefit payment is equal to  the
	      Owner's Variable Account Value  (expressed in thousands of dollars
	      and after deduction of any fees and charges, loans, or  applicable
	      premium  tax  not  previously deducted)  as  of  the  end  of  the
	      Valuation   Period    immediately   preceding    the    applicable
	      Commencement Date multiplied by  the amount of the monthly payment
	      per $1,000 of value obtained from the Settlement Option Table  for
	      the  Benefit Payment option elected  less the pro-rata  portion of
	      the Contract Maintenance Fee.

	      The number of Benefit Units in each Sub-Account held  by the Owner
	      is determined by  dividing the dollar amount of the  first monthly
	      Variable  Dollar  Benefit payment  from  each  Sub-Account  by the
	      Benefit  Unit  Value for  that  Sub-Account as  of the  applicable
	      Commencement  Date.   The number  of  Benefit Units  remains fixed
	      during the  payment period, except  as a result  of any  transfers
	      among Sub-Accounts after the applicable Commencement Date.

	      The dollar  amount  of  the  second and  any  subsequent  Variable
	      Dollar Benefit payment will  reflect the investment performance of
	      the  Sub-Account(s) selected  and may  vary from  month  to month.
	      The total amount of the second and any subsequent Variable  Dollar
	      Benefit  payment will  be equal  to the sum  of the  payments from
	      each  Sub-Account   less  a  pro-rata  portion   of  the  Contract
	      Maintenance  Fee.    Where  an  Owner  elects  a  Variable  Dollar
	      Benefit, there is  a risk  that only one  Benefit Payment  will be
	      made  under any  settlement option,  if:   (i) at  the end  of the
	      applicable Valuation  Period, the  Owner's Variable Account  Value
	      has declined to  zero; or  (ii) the person on  whose life  Benefit
	      Payments are based dies prior to the second Benefit Payment.

	      The payment  from  each Sub-Account  is found  by multiplying  the
	      number  of Benefit Units  held in each Sub-Account  by the Benefit
	      Unit  Value for  that  Sub-Account  as of  the  end of  the  fifth
	      Valuation Period preceding the due date of the payment.

	      The  Benefit  Unit  Value   for  each  Sub-Account  is  originally
	      established  in  the  same  manner  as Accumulation  Unit  values.
	      Thereafter,  the   Benefit  Unit   Value  for  a   Sub-Account  is
	      determined  by multiplying the Benefit Unit Value as of the end of
	      the  preceding  Valuation Period  by  the  Net  Investment Factor,
	      determined  as set  forth above  under "Accumulation  Unit Value",
	      for  the  Valuation  Period just  ended.    The  product  is  then
	      multiplied by  the assumed  daily investment  factor (0.99991781),

     __________________________________________________________________________

				       Page 51
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      for the  number of days  in the  Valuation Period.   The factor is
	      based  on  the  assumed  net  investment  rate  of  3%  per  year,
	      compounded  annually that  is reflected  in the  Settlement Option
	      Tables.

     Settlement Options

	      Option A:        Income for a Fixed Period

			       The  Company will  make periodic  payments for  a
			       fixed period.  The first payment will be paid  as
			       of the last day  of the initial Payment Interval.
			       The maximum time over which payments will be made
			       by  the Company  or money  will  be  held by  the
			       Company is  30 years. The Option  A Table applies
			       to this Option.

	      Option B:        Life Annuity  with Payments for at  Least a Fixed
			       Period

			       The  Company will  make periodic payments  for at
			       least a  fixed period.   If  the person  on whose
			       life Benefit Payments are based lives longer than
			       the  fixed period,  then  the Company  will  make
			       payments  until  his or  her  death.    The first
			       payment will be  paid as of the first day  of the
			       initial  Payment Interval.   The  Option  B Table
			       applies to this Option.

	      Option C:        Joint and One-Half Survivor Annuity

			       The Company will make periodic payments until the
			       death of the primary person on whose life Benefit
			       Payments are based;  thereafter, the Company will
			       make one-half  of the periodic payment  until the
			       death  of  the  secondary  person  on  whose life
			       Benefit  Payments are  based.   The  Company will
			       require Due Proof of  Death of the primary person
			       on whose  life Benefit  Payments are based.   The
			       first payment will be paid as of the first day of
			       the initial Payment Interval.  The Option C Table
			       applies to this Option.





     __________________________________________________________________________

				       Page 52
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      Option D:        Any Other Form

			       The  Company will make  periodic payments  in any
			       other   form  of   settlement  option   which  is
			       acceptable to us at the time of an election.

     Minimum Amounts

	      Presently, the  minimum amount  of  a  Benefit Payment  under  any
	      settlement option is  $50.  If an Owner selects a Payment Interval
	      under which a Benefit Payment  would be less than $50, the Company
	      will  advise  the  Owner that  a  new  Payment  Interval  must  be
	      selected  so  that  the  Benefit Payment  will  be  at least  $50.
	      Generally, monthly,  quarterly,  semi-annual  and  annual  Payment
	      Intervals are  available.   From  time to  time, the  Company  may
	      require  Benefit Payments  to be  made by  direct deposit  or wire
	      transfer to the account of a designated payee.  

	      Minimum amounts, Payment Intervals  and other terms and conditions
	      may  be modified by the  Company at any time  without prior notice
	      to  Owners,  as  permitted  by applicable  law.    If the  Company
	      changes the  minimum amounts, the  Company may  change any current
	      or  future payment  amounts  and/or Payment  Intervals  to conform
	      with  the change.  More than one  settlement option may be elected
	      if  the  requirements  for  each  settlement  option  elected  are
	      satisfied.   Once payment  begins under  a settlement  option, the
	      settlement option may not be changed.

	      All  factors, values,  benefits  and reserves  under  the Contract
	      will not be  less than those required by  the law of the  state in
	      which the Contract is delivered.

     Settlement Option Tables

	      The Settlement Option Tables in Appendix A show the payments  that
	      the Company will make at sample Payment Intervals for each  $1,000
	      applied at the guaranteed interest rate.

	      Rates for monthly payments for ages  or fixed periods not shown in
	      the Settlement Option Tables will be calculated on the same  basis
	      as  those shown  and  may be  obtained from  the  Company.   Fixed
	      periods shorter  than five years  are not available,  except as  a
	      Death Benefit Settlement Option.




     __________________________________________________________________________

				       Page 53
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

				  GENERAL PROVISIONS

     Non-participating

	      The  Contract does  not pay  dividends or  share in  the Company's
	      divisible surplus.

     Misstatement

	      If the age  and/or sex of a person  on whose life Benefit Payments
	      are based is  misstated, the payments or other benefits  under the
	      Contract shall  be adjusted to  the amount which  would have  been
	      payable based on the correct  age and/or sex.  If the Company made
	      any  underpayments based on  any misstatement,  the amount  of any
	      underpayment  with interest shall be immediately  paid in one sum.
	      In addition to any other  remedies that may be available at law or
	      at  equity, the  Company may  deduct  any overpayments  made, with
	      interest, from any succeeding payment(s) due under the Contract.

     Proof of Existence and Age

	      The Company may  require proof of age and/or  sex of any person on
	      whose life Benefit Payments are based.

     Discharge of Liability

	      Upon  payment of  any partial  or full  surrender, or  any Benefit
	      Payment, the  Company shall be  discharged from  all liability  to
	      the extent of each such payment.

     Transfer of Ownership

	      Non-Qualified Contract

	      The Owner  of a Non-Qualified  Contract may  transfer ownership at
	      any  time during  his  or  her lifetime.    Any such  transfer  is
	      subject to the following:

		      1)       it must be made by Written Request; and

		      2)       unless otherwise  elected or required  by law, it
			       will not cancel a  designation of an Annuitant or
			       Beneficiary  or  any  settlement  option election
			       previously made.



     __________________________________________________________________________

				       Page 54
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      Qualified Contract

	      The Owner of a Qualified Contract may not transfer ownership.

     Assignment

	      Non-Qualified Contract

	      The Owner of a  Non-Qualified Contract may assign all or  any part
	      of his or her rights under the Contract except rights to:

		      (1)      designate or change a Beneficiary;
		      (2)      designate or change an Annuitant;
		      (3)      transfer ownership; and
		      (4)      elect a settlement option.

	      The person to whom an assignment is made is called an assignee.

	      The   Company  is  not  responsible   for  the  validity   of  any
	      assignment.    An  assignment must  be  in  writing  and  must  be
	      received  at  the  Administrative  Office of  the  Company.    The
	      Company will  not be  bound  by an  assignment until  the  Company
	      acknowledges it.  An assignment is subject  to any payment made or
	      any  action the Company takes before  the Company acknowledges it.
	      An assignment may be ended  only by the assignee or as provided by
	      law.

	      Qualified Contract

	      The Owner  of a Qualified Contract  may not assign  or in  any way
	      alienate his or her interest under the Contract.

     Annual Report

	      At least  once each  Contract  Year, the  Company will  provide  a
	      report of the Contract's current  values and any other information
	      required by law, until the first to occur of the following:

		      1)       the date the Contract is fully surrendered;
		      2)       the Annuity Commencement Date; or
		      3)       the date  a Death  Benefit becomes  payable under
			       the Contract.





     __________________________________________________________________________

				       Page 55
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Incontestability

	      No Contract shall be contestable by the Company.

     Entire Contract

	      The Company  issues the  Contract in consideration  and acceptance
	      of the  payment of the initial Purchase Payment.   In those states
	      that require  a written  application, a  copy  of the  application
	      will be  attached  to  and become  part  of  the Contract.    Only
	      statements  in the application,  if any, or made  elsewhere by the
	      Owner in consideration for the  Contract will be used to  void the
	      Owner's  interest under the  Contract, or to defend  a claim based
	      on it.  Such statements are representations and not warranties.

     Changes -- Waivers

	      No changes  or waivers  of the  terms of  the Contract  are  valid
	      unless  made   in  writing   by  the  Company's   President,  Vice
	      President, or Secretary.   The Company reserves the right  both to
	      administer  and  to  change  the provisions  of  the  Contract  to
	      conform to  any applicable laws, regulations  or rulings issued by
	      a governmental agency.

     Notices and Directions

	      The  Company will not  be bound by any  authorization, election or
	      notice which is not made by Written Request.

	      Any  written notice requirement  by the Company to  the Owner will
	      be satisfied by  the mailing of any such required  written notice,
	      by  first-class mail, to  the Owner's last known  address as shown
	      on the Company's records.


				 FEDERAL TAX MATTERS

     Introduction

	      The following  discussion is a general  description of federal tax
	      considerations  relating to the  Contract and  is not  intended as
	      tax  advice.  This discussion  is not intended to  address the tax
	      consequences  resulting  from all  of  the situations  in which  a
	      person may be entitled to  or may receive a distribution under the
	      Contract.   Any  person  concerned about  tax  implications should
	      consult   a   competent   tax   advisor   before  initiating   any

     __________________________________________________________________________

				       Page 56
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      transaction.    This  discussion   is  based  upon  the  Company's
	      understanding of the  present federal income tax laws as  they are
	      currently  interpreted  by  the  Internal  Revenue  Service.    No
	      representation is  made as to  the likelihood  of the continuation
	      of  the  present  federal  income  tax  laws  or  of  the  current
	      interpretation  by the  Internal  Revenue Service.    Moreover, no
	      attempt  has been made  to consider any applicable  state or other
	      tax laws.

	      The  Contract  may be  purchased on  a  tax-qualified  or non-tax-
	      qualified  basis.   Qualified  Contracts are  designed for  use in
	      connection  with plans  entitled to  special income  tax treatment
	      under Section 401,  403, or 408 of the  Code.  The ultimate effect
	      of federal income  taxes on the amounts held under  a Contract, on
	      Benefit Payments,  and on the economic benefit to the Owner or the
	      Beneficiary may depend on the  type of Contract and the tax status
	      of  the  individual  concerned.    Certain  requirements  must  be
	      satisfied  in  purchasing   a  Qualified  Contract  and  receiving
	      distributions from  such  a  Contract  in  order  to  continue  to
	      receive favorable tax treatment.  The Company makes no attempt  to
	      provide more  than general information about use of Contracts with
	      the  various  types of  tax-qualified  arrangements.    Owners and
	      Beneficiaries are cautioned  that the rights of any person  to any
	      benefits  may  be  subject  to the  terms  and  conditions of  the
	      tax-qualified arrangement, regardless  of the terms and conditions
	      of the  Contract.  Some tax-qualified  arrangements are subject to
	      distribution and  other requirements that are  not incorporated in
	      the  administration of the Contract.   Owners are  responsible for
	      determining   that   contributions,    distributions   and   other
	      transactions   with   respect   to  Qualified   Contracts  satisfy
	      applicable  law.   Therefore,  purchasers of  Qualified  Contracts
	      should  seek   competent  legal  and  tax   advice  regarding  the
	      suitability of  the Contract  for their situation,  the applicable
	      requirements, and the tax treatment of the rights and benefits  of
	      the  Contract. The  Statement of Additional  Information discusses
	      the requirements for qualifying as an annuity.

     Taxation of Annuities In General

	      Section 72 of  the Code governs taxation of annuities  in general.
	      The  Company believes  that  the  Owner who  is a  natural  person
	      generally is not  taxed on  increases in the value  of an  Account
	      until  distribution  occurs  by  withdrawing all  or  part  of the
	      Account  Value (e.g.,  surrenders  or annuity  payments  under the
	      Settlement   Option  elected.)      The  taxable   portion   of  a


     __________________________________________________________________________

				       Page 57
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      distribution (in the form of  a single sum payment or  an annuity)
	      is generally taxable as ordinary income.

	      The following discussion generally  applies to a Contract owned by
	      a natural person.

     Surrenders

	      Qualified Contracts

		      In the  case of a  surrender under  a Contract,  including
		      withdrawals under  the  Systematic  Withdrawal  Option,  a
		      pro-rata  portion  of  the  amount  received  is  taxable,
		      generally based  on the  ratio of  the "investment  in the
		      contract" to the individual's total accrued  benefit under
		      the annuity.   The "investment in the  contract" generally
		      equals the amount of any non-deductible Purchase  Payments
		      paid  by or  on  behalf of  any  individual.   Special tax
		      rules may  be available for  certain distributions from  a
		      Qualified Contract.

	      Non-Qualified Contracts

		      In  the  case   of  a  surrender  under   a  Non-Qualified
		      Contract, the  amount recovered is  taxable to the  extent
		      that the  Account Value immediately  before the surrender,
		      reduced   by   any   applicable   charges,   exceeds   the
		      "investment in the contract" at such time.

     Annuity Benefit Payments

	      Although  the   tax  consequences   may  vary  depending   on  the
	      Settlement  Option elected  under the  Contract, in  general, only
	      the portion  of a Benefit  Payment that represents  the amount  by
	      which the  Account Value exceeds the  "investment in the contract"
	      will  be  taxed;  after  the   "investment  in  the  contract"  is
	      recovered, the full amount of  any additional Benefit Payments  is
	      taxable.    For  Variable  Dollar  Benefit Payments,  the  taxable
	      portion is  generally determined by an equation that establishes a
	      specific  dollar amount of each  payment that  is not taxed.   The
	      dollar  amount is determined  by dividing  the "investment  in the
	      contract"  by  the total  number  of  expected  periodic payments.
	      However,  the  entire  distribution   will  be  taxable  once  the
	      recipient  has   recovered  the  dollar  amount   of  his  or  her
	      "investment in  the contract." For Fixed  Dollar Benefit Payments,
	      in general  there is no tax  on the portion of  each payment which

     __________________________________________________________________________

				       Page 58
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      represents  the same ratio that  the "investment in  the contract"
	      bears to the total expected value of the Benefit  Payments for the
	      term  of  the  payments; however,  the  remainder of  each Benefit
	      Payment is  taxable.  Once  the "investment in  the contract"  has
	      been fully recovered, the  full amount of  any additional  Benefit
	      Payments is taxable.  If Benefit Payments cease as  a result of an
	      Owner's  death  before full  recovery  of the  "investment in  the
	      contract,"   consult   a   competent    tax   adviser    regarding
	      deductibility of the unrecovered amount.

     Penalty Tax

	      In general,  a 10% premature  distribution penalty  tax applies to
	      the taxable  portion of a  distribution from a  Contract prior  to
	      age 59  1/2.   Exceptions  to this  penalty tax  are available  to
	      distributions made  on account  of disability, death,  and certain
	      payments for  life and life expectancy.   Certain other exceptions
	      may  apply  depending on  the  tax-qualification  of  the Contract
	      involved.

     Taxation of Death Benefit Proceeds

	      Amounts may be  distributed under a Contract because of  the death
	      of an Owner.  Generally such amounts are includable  in the income
	      of the  recipient as  follows: (1) if distributed  in a  lump sum,
	      they  are  taxed  in  the same  manner  as  a  full  surrender  as
	      described above, or (2) if  distributed under a Settlement Option,
	      they  are  taxed  in the  same  manner  as  Benefit  Payments,  as
	      described above.

     Transfers, Assignments, or Exchanges of the Contract

	      A  transfer of  ownership  or  an assignment  of a  Contract,  the
	      designation of a Beneficiary  who is  not also the  Owner, or  the
	      exchange of a  Contract may result in certain tax  consequences to
	      the Owner that are not discussed herein.

     Qualified Contracts - General

	      The Qualified Contract  is designed for use with several  types of
	      retirement  plans.    The  tax  rules   applicable  to  Owner  and
	      Beneficiaries in  retirement plans vary according  to the type  of
	      plan and the terms and conditions of the plan.  




     __________________________________________________________________________

				       Page 59
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Texas Optional Retirement Program

	      Section 36.105 of the  Texas Educational Code permits participants
	      in  the  Texas Optional  Retirement  Program  ("ORP')  to withdraw
	      their interests in a variable annuity policy issued under the  ORP
	      only  upon:   (1) termination  of employment  in the  Texas public
	      institutions of  higher education;  (2) retirement; or  (3) death.
	      Accordingly,  a  participant  in  the  ORP (or  the  participant's
	      estate if the participant  has died) will be required to  obtain a
	      certificate of termination from the  employer or a certificate  of
	      death before all or part of the Account Value can be withdrawn.

     Individual Retirement Annuities

	      Code sections  219 and 408 permit  individuals or their  employers
	      to contribute  to  an individual  retirement program  known as  an
	      "Individual  Retirement  Annuity"  or  "IRA".    Under  applicable
	      limitations, certain amounts  may be  contributed to  an IRA  that
	      are deductible from an individual's gross income.   Employers also
	      may establish  Simplified Employee Pension (SEP)  Plans to provide
	      IRA contributions on behalf of their employees.   

     Tax-Sheltered Annuities

	      Section  403(b) of the Code permits the purchase of "tax-sheltered
	      annuities"  by public schools and  certain charitable, educational
	      and  scientific organizations  described in  Section  501(c)(3) of
	      the  Code.  These qualifying  employers may make  contributions to
	      the  Contracts   for  the  benefit  of  their   employees.    Such
	      contributions are  not  includable  in  the gross  income  of  the
	      employee until  the  employee  receives  distributions  under  the
	      Contract.  

     Corporate Pension and Profit Sharing Plans and H.R. 10 Plans

	      Code section 401  permits employers to establish  various types of
	      retirement   plans  for   employees,  and   permits  self-employed
	      individuals to  establish  retirement  plans  for  themselves  and
	      their employees.  These  retirement plans may permit the  purchase
	      of  the  Contracts  to  accumulate  retirement savings  under  the
	      plans.






     __________________________________________________________________________

				       Page 60
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Certain Deferred Compensation Plans

	      Under  Section 457  of  the Code,  governmental and  certain other
	      tax-exempt   employers  may   invest  in   annuity   contracts  in
	      connection with  deferred compensation plans  established for  the
	      benefit  of their  employees.    Other  employers  may  invest  in
	      annuity  contracts  in   connection  with  non-qualified  deferred
	      compensation  plans   established  for   the  benefit   of   their
	      employees.  Under these plans,  contributions made for the benefit
	      of  the employees will  not be includable in  the employees' gross
	      income until distributed from the plan.

     Withholding

	      Pension  and  annuity  distributions   generally  are  subject  to
	      withholding for  the recipient's  federal income tax  liability at
	      rates  that vary  according to  the type  of distribution  and the
	      recipient's tax status.  Federal withholding at a  flat 20% of the
	      taxable part of the distribution  is required if the  distribution
	      is eligible for  rollover and  the distribution is not  paid as  a
	      direct  rollover.    In  other  cases,  recipients  generally  are
	      provided  the opportunity to  elect not to have  tax withheld from
	      distributions.

     Possible Changes in Taxation

	      There  is  always  the  possibility  that  the  tax  treatment  of
	      annuities could change by legislation or other means (such as  IRS
	      regulations,   revenue   rulings,   judicial   decisions,   etc.).
	      Moreover,  it  is   also  possible   that  any  change  could   be
	      retroactive (that is, effective prior to the date of the change).

     Other Tax Consequences

	      As noted  above, the  foregoing discussion  of the  federal income
	      tax consequences is not exhaustive  and special rules are provided
	      with respect  to  other  tax  situations  not  discussed  in  this
	      Prospectus.    Further,  the   federal  income  tax   consequences
	      discussed herein  reflect the  Company's understanding  of current
	      law and the law may change.   Federal estate tax consequences  and
	      state and  local estate,  inheritance, and other  tax consequences
	      of  ownership  or  receipt  of  distributions under  the  Contract
	      depend  on the  circumstances of  each Owner  or recipient  of the
	      distribution.   A competent  tax adviser  should be  consulted for
	      further information.


     __________________________________________________________________________

				       Page 61
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     General

	      At  the time the  initial Purchase Payment is  paid, a prospective
	      purchaser  must  specify  whether  the  purchase  is  a  Qualified
	      Contract  or a Non-Qualified  Contract.   If the  initial Purchase
	      Payment  is  derived from  an  exchange  or surrender  of  another
	      annuity  contract, the  Company may  require that  the prospective
	      purchaser provide  information with  regard to the  federal income
	      tax status  of the  previous annuity  contract.  The Company  will
	      require that  persons purchase  separate Contracts if  they desire
	      to invest  monies qualifying  for different annuity  tax treatment
	      under  the Code.   Each  such separate  Contract will  require the
	      minimum  initial  Purchase   Payment  stated  above.    Additional
	      Purchase  Payments under  a Contract  must  qualify  for the  same
	      federal  income  tax treatment  as  the  initial  Purchase Payment
	      under the  Contract;  the Company  will not  accept an  additional
	      Purchase  Payment  under a  Contract  if  the  federal income  tax
	      treatment of such  Purchase Payment would  be different  from that
	      of the initial Purchase Payment.


			     DISTRIBUTION OF THE CONTRACT

	      AAG  Securities,  Inc. ("AAG  Securities"),  an  affiliate  of the
	      Company,  is  the principal  underwriter  and  distributor  of the
	      Contracts.   AAG Securities  may also serve as  an underwriter and
	      distributor  of  other   contracts  issued  through  the  Separate
	      Account and  certain other Separate  Accounts of  the Company  and
	      any affiliates of  the Company.  AAG Securities is  a wholly-owned
	      subsidiary  of   American  Annuity  Group(SERVICEMARK),  Inc.,   a
	      publicly  traded  company  which  is  an  indirect  subsidiary  of
	      American Financial Group, Inc.  AAG  Securities is registered with
	      the  Securities and Exchange Commission as  a broker-dealer and is
	      a member of  the National Association of Securities  Dealers, Inc.
	      ("NASD").   Its principal offices  are located at  250 East  Fifth
	      Street, Cincinnati, Ohio  45202.  The Company  pays AAG Securities
	      for acting as underwriter under a distribution agreement.

	      AAG  Securities   will  sell  Contracts   through  its  registered
	      representatives.    In addition,  AAG  Securities  may  enter into
	      sales   agreements   with   other   broker-dealers    to   solicit
	      applications  for the Contracts through registered representatives
	      who  are  licensed  to  sell  securities  and  variable  insurance
	      products.   These  agreements  provide that  applications  for the
	      Contracts may  be solicited  by registered representatives  of the
	      broker-dealers appointed by the Company to sell  its variable life

     __________________________________________________________________________

				       Page 62
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      insurance  and  variable  annuities.    These  broker-dealers  are
	      registered  with the  Securities and  Exchange Commission  and are
	      members  of   the  NASD.    The   registered  representatives  are
	      authorized  under applicable  state regulations  to  sell variable
	      annuities.

	      AAG  Securities may pay commissions  of up  to 8% of  the Purchase
	      Payments  made   under  the  Contracts.     In  addition,  certain
	      production, persistency and managerial bonuses  may be paid.  From
	      time to  time the  Company  may pay  or permit  other  promotional
	      incentives, in cash or credit or other compensation.


				  LEGAL PROCEEDINGS

	      There  are no  pending  legal proceedings  affecting  the Separate
	      Account or  AAG Securities.   The Company is  involved in  various
	      kinds of  routine litigation which, in  management's judgment, are
	      not  of  material  importance  to  the  Company's  assets  or  the
	      Separate Account.


				    VOTING RIGHTS

	      To the extent required by applicable law, all Fund shares held  in
	      the Separate Account will be  voted by the Company at regular  and
	      special   shareholder  meetings   of  the   respective   Funds  in
	      accordance with  instructions received from persons  having voting
	      interests  in the  corresponding  Sub-Account.   If,  however, the
	      1940 Act  or any regulation  thereunder should be  amended, or  if
	      the  present  interpretation  thereof  should  change, or  if  the
	      Company determines that  it is allowed to  vote all shares in  its
	      own right, the Company may elect to do so.

	      The person  with the voting interest  is the Owner,  or the person
	      controlling payments, if different from the Owner.  The number  of
	      votes which are available will  be calculated separately for  each
	      Sub-Account.   Before the  Annuity Commencement Date,  that number
	      will be  determined by  applying the Owner's  percentage interest,
	      if any, in a particular Sub-Account  to the total number of  votes
	      attributable to  that  Sub-Account.   The  Owner,  or  the  person
	      controlling payments, if different from the Owner, holds  a voting
	      interest  in  each  Sub-Account to  which  the  Account  Value  is
	      allocated.   After the  Annuity Commencement  Date, the  number of
	      votes decreases as Annuity Payments are made  and as the number of
	      Accumulation Units for a Contract decreases.

     __________________________________________________________________________

				       Page 63
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

	      The  number of votes of a  Fund will be determined  as of the date
	      coincident   with  the   date   established  by   that   Fund  for
	      shareholders eligible to vote at the meeting of the Fund.   Voting
	      instructions will  be solicited by written  communication prior to
	      such  meeting in  accordance  with procedures  established  by the
	      respective Funds.

	      Shares as to which no timely instructions are received and  shares
	      held  by  the  Company as  to  which  Owners  have  no  beneficial
	      interest  will be voted in  proportion to the  voting instructions
	      which are received with respect to all Contracts participating  in
	      the Sub-Account.  Voting instructions to abstain on any item  will
	      be applied on a pro-rata  basis to reduce the votes eligible to be
	      cast.

	      Each  person or entity  having a voting interest  in a Sub-Account
	      will receive  proxy material, reports and  other material relating
	      to the appropriate Fund.

	      It  should be noted that the Funds are not required to hold annual
	      or other regular meetings of shareholders.


				AVAILABLE INFORMATION

	      The Company  has filed a registration  statement (the Registration
	      Statement) with  the Securities and Exchange  Commission under the
	      Securities Act of  1933 relating to the Contracts offered  by this
	      Prospectus.   This Prospectus  has been  filed as  a part  of  the
	      Registration   Statement  and   does  not   contain  all   of  the
	      information set  forth in the Registration  Statement and exhibits
	      thereto,  and  reference  is  hereby  made  to  such  Registration
	      Statement  and exhibits  for further  information relating  to the
	      Company  or   the  Contracts.     Statements  contained   in  this
	      Prospectus, as  to the content  of the Contracts  and other  legal
	      instruments, are  summaries.   For  a  complete statement  of  the
	      terms  thereof,  reference is  made to  the  instruments  filed as
	      exhibits  to  the  Registration   Statement.    The   Registration
	      Statement and the exhibits thereto may be inspected and copied  at
	      the office of  the Commission, located at 450 Fifth  Street, N.W.,
	      Washington, D.C.






     __________________________________________________________________________

				       Page 64
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

			 STATEMENT OF ADDITIONAL INFORMATION

	      A Statement of Additional  Information is available which contains
	      more   details   concerning  the   subjects   discussed   in  this
	      Prospectus.   The following  is  the Table  of Contents  for  that
	      Statement:


				  TABLE OF CONTENTS

     __________________________________________________________________________

									    Page

     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)  . . . . . . . .     2
	      General Information and History  . . . . . . . . . . . . . .     2
	      State Regulation . . . . . . . . . . . . . . . . . . . . . .     2

     SERVICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
	      Safekeeping of Separate Account Assets . . . . . . . . . . .     3
	      Records and Reports  . . . . . . . . . . . . . . . . . . . .     3
	      Experts  . . . . . . . . . . . . . . . . . . . . . . . . . .     3

     DISTRIBUTION OF THE CONTRACTS . . . . . . . . . . . . . . . . . . . .     3

     CALCULATION OF PERFORMANCE INFORMATION  . . . . . . . . . . . . . . .     3
	      Money Market Sub-Account Standardized Yield Calculation  . .     3
	      Other Sub-Account Standardized Yield Calculation . . . . . .     4
	      Standardized Total Return Calculation  . . . . . . . . . . .     5
	      Hypothetical Performance Data  . . . . . . . . . . . . . . .     5
	      Other Performance Data . . . . . . . . . . . . . . . . . . .     6

     FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . .     7
	      Taxation of the Company  . . . . . . . . . . . . . . . . . .     8
	      Tax Status of the Contract . . . . . . . . . . . . . . . . .     8

     FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . .   9










     __________________________________________________________________________

				       Page 65
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

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

	      Copies  of the  Statement of  Additional Information  dated August
	      16, 1996  are available without charge.  To request a copy, please
	      clip this  coupon on  the dotted line  above, enter  your name and
	      address  in the  spaces  provided  below,  and  mail  to:  Annuity
	      Investors  Life  Insurance  Company(REGISTERED),  P.O.  Box  5423,
	      Cincinnati, Ohio 45201-5423.


     Name:_____________________________________________________________________

     Address:__________________________________________________________________

     City:_____________________________________________________________________

     State:____________________________________________________________________

     Zip:______________________________________________________________________




























     __________________________________________________________________________

				       Page 66
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

				     APPENDIX A

     Qualified Contracts
		     OPTION A TABLE -- INCOME FOR A FIXED PERIOD
	     Payments for fixed number of years for each $1,000 applied.

     <TABLE>
     <CAPTION>
      Terms of   Annual   Semi-   Quarterly  Monthly  Terms of   Annual   Semi-   Quarterly  Monthly
      Payments            Annual                      Payments            Annual

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

	Years                                           Years

	  6      184.60   91.62     45.64     15.18      11      108.08   53.64     26.72     8.88

	  7      160.51   79.66     39.68     13.20      12      100.46   49.86     24.84     8.26

	  8      142.46   70.70     35.22     11.71      13      94.03    46.67     23.25     7.73

	  9      128.43   63.74     31.75     10.56      14      88.53    43.94     21.89     7.28

	 10      117.23   58.18     28.98      9.64      15      83.77    41.57     20.71     6.89
     </TABLE>


     <TABLE>

     <CAPTION>

      Terms of   Annual   Semi-   Quarterly  Monthly
      Payments            Annual

	<C>       <C>      <C>       <C>      <C> 
	Years

	 16      79.61    39.51     19.68     6.54

	 17      75.95    37.70     18.78     6.24

	 18      72.71    36.09     17.98     5.98

	 19      69.81    34.65     17.26     5.74

	 20      67.22    33.36     16.62     5.53

     </TABLE>


     __________________________________________________________________________

				       Page 67
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________


			   OPTION B TABLES - LIFE ANNUITY 

		      With Payments For At Least A Fixed Period





		  60 Months     120 Months    180 Months    240 Months
	 Age
	  55           $4.42         $4.39         $4.32          $4.22
	  56            4.51          4.47          4.40           4.29
	  57            4.61          4.56          4.48           4.35
	  58            4.71          4.65          4.56           4.42
	  59            4.81          4.75          4.64           4.49
	  60            4.92          4.86          4.73           4.55
	  61            5.04          4.97          4.83           4.62
	  62            5.17          5.08          4.92           4.69
	  63            5.31          5.20          5.02           4.76
	  64            5.45          5.33          5.12           4.83
	  65            5.61          5.46          5.22           4.89
	  66            5.77          5.60          5.33           4.96
	  67            5.94          5.75          5.43           5.02
	  68            6.13          5.91          5.54           5.08
	  69            6.33          6.07          5.65           5.14
	  70            6.54          6.23          5.76           5.19
	  71            6.76          6.41          5.86           5.24
	  72            7.00          6.58          5.96           5.28
	  73            7.26          6.77          6.06           5.32
	  74            7.53          6.95          6.16           5.35
















     __________________________________________________________________________

				       Page 68
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     <TABLE>
     <CAPTION>
					     OPTION C TABLE - JOINT AND ONE-HALF SURVIVOR ANNUITY
				   Monthly payments for each $1,000 of proceeds by ages of persons named*.


	Primary                                                 Secondary Age
	  Age
		      60        61       62        63       64        65        66       67        68        69       70
	  <S>          <C>      <C>      <C>       <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>  
	  60           $4.56    $4.58    $4.61     $4.63    $4.65      $4.67    $4.69    $4.71      $4.73    $4.75    $4.76
	  61            4.63     4.66     4.69      4.71     4.73       4.76     4.78     4.80       4.82     4.84     4.86
	  62            4.71     4.74     4.77      4.80     4.82       4.85     4.87     4.90       4.92     4.94     4.96
	  63            4.79     4.82     4.85      4.88     4.91       4.94     4.97     5.00       5.02     5.05     5.07
	  64            4.88     4.91     4.94      4.98     5.01       5.04     5.07     5.10       5.13     5.15     5.18
	  65            4.96     5.00     5.03      5.07     5.11       5.14     5.17     5.20       5.24     5.27     5.30
	  66            5.05     5.09     5.13      5.17     5.21       5.24     5.28     5.32       5.35     5.38     5.42
	  67            5.14     5.18     5.23      5.27     5.31       5.35     5.39     5.43       5.47     5.51     5.54
	  68            5.23     5.28     5.33      5.37     5.42       5.46     5.50     5.55       5.59     5.63     5.67
	  69            5.33     5.38     5.43      5.48     5.53       5.57     5.62     5.67       5.72     5.76     5.81
	  70            5.43     5.48     5.53      5.59     5.64       5.69     5.74     5.80       5.85     5.90     5.95

     *Payments after the death of the Primary Payee will be one-half of the amount shown.


     </TABLE>





















     __________________________________________________________________________

				       Page 69
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     Non-Qualified Contracts

     <TABLE>
     <CAPTION>
						  OPTION A TABLE - INCOME FOR A FIXED PERIOD

					 Payments for fixed number of years for each $1,000 applied.


      Terms of   Annual   Semi-   Quarterly  Monthly  Terms of   Annual   Semi-   Quarterly  Monthly
      Payments            Annual                      Payments            Annual
	<S>      <C>      <C>       <C>       <C>       <C>      <C>      <C>       <C>      <C>   
	Years                                           Years
	  6      184.60   91.62     45.64     15.18      11      108.08   53.64     26.72     8.88
	  7      160.51   79.66     39.68     13.20      12      100.46   49.86     24.84     8.26
	  8      142.46   70.70     35.22     11.71      13      94.03    46.67     23.25     7.73
	  9      128.43   63.74     31.75     10.56      14      88.53    43.94     21.89     7.28
	 10      117.23   58.18     28.98      9.64      15      83.77    41.57     20.71     6.89


     </TABLE>

     <TABLE>
     <CAPTION>


       Terms of   Annual     Semi-    Quarterly   Monthly
       Payments             Annual
	<C>       <C>       <C>        <C>         <C>   
	Years
	  16       79.61     39.51      19.68       6.54
	  17       75.95     37.70      18.78       6.24
	  18       72.71     36.09      17.98       5.98
	  19       69.81     34.65      17.26       5.74
	  20       67.22     33.36      16.62       5.53












     __________________________________________________________________________

				       Page 70
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     </TABLE>
			   OPTION B TABLES - LIFE ANNUITY 

		      With Payments For At Least A Fixed Period


	 Male     60 Months     120 Months    180 Months    240 Months
	 Age
	  55           $4.68         $4.62         $4.53          $4.39
	  56            4.78          4.72          4.61           4.45
	  57            4.89          4.82          4.69           4.51
	  58            5.00          4.92          4.78           4.58
	  59            5.12          5.03          4.87           4.64
	  60            5.25          5.14          4.96           4.71
	  61            5.39          5.26          5.06           4.78
	  62            5.53          5.39          5.16           4.84
	  63            5.69          5.52          5.26           4.90
	  64            5.85          5.66          5.36           4.96
	  65            6.03          5.81          5.46           5.02
	  66            6.21          5.96          5.56           5.08
	  67            6.41          6.11          5.66           5.13
	  68            6.62          6.28          5.76           5.18
	  69            6.84          6.44          5.86           5.23
	  70            7.07          6.61          5.96           5.27
	  71            7.32          6.78          6.05           5.31
	  72            7.58          6.96          6.14           5.34
	  73            7.85          7.14          6.23           5.37
	  74            8.14          7.32          6.31           5.40



















     __________________________________________________________________________

				       Page 71
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

			     OPTION B TABLES (CONTINUED)


	Female      60 Months    120 Months    180 Months     240 Months
	  Age
	  55             $4.25         $4.22         $4.18          $4.10
	  56              4.33          4.30          4.25           4.17
	  57              4.41          4.38          4.32           4.23
	  58              4.50          4.47          4.40           4.30
	  59              4.60          4.56          4.48           4.37
	  60              4.70          4.66          4.57           4.44
	  61              4.81          4.76          4.66           4.51
	  62              4.93          4.86          4.75           4.58
	  63              5.05          4.98          4.85           4.65
	  64              5.18          5.10          4.95           4.72
	  65              5.32          5.22          5.05           4.79
	  66              5.47          5.36          5.16           4.86
	  67              5.63          5.50          5.26           4.93
	  68              5.80          5.65          5.37           5.00
	  69              5.98          5.80          5.49           5.06
	  70              6.18          5.96          5.60           5.12
	  71              6.39          6.14          5.71           5.18
	  72              6.62          6.31          5.83           5.23
	  73              6.86          6.50          5.94           5.28
	  74              7.12          6.69          6.04           5.32






















     __________________________________________________________________________

				       Page 72
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     <TABLE>
     <CAPTION>


					     OPTION C TABLE - JOINT AND ONE-HALF SURVIVOR ANNUITY

				   Monthly payments for each $1,000 of proceeds by ages of persons named*.


	 Male                                                Female Secondary Age
	Primary

	  Age
		      60        61       62        63       64        65        66       67        68        69       70
	  <S>          <C>      <C>      <C>       <C>      <C>        <C>      <C>      <C>        <C>      <C>      <C>  
	  60           $4.70    $4.73    $4.76     $4.79    $4.82      $4.85    $4.88    $4.91      $4.94    $4.96    $4.99
	  61            4.78     4.81     4.84      4.88     4.91       4.94     4.97     5.00       5.03     5.06     5.09
	  62            4.86     4.89     4.93      4.96     5.00       5.03     5.07     5.10       5.13     5.16     5.19
	  63            4.94     4.97     5.01      5.05     5.09       5.13     5.16     5.20       5.24     5.27     5.31
	  64            5.02     5.06     5.10      5.14     5.18       5.23     5.27     5.31       5.34     5.38     5.42
	  65            5.10     5.15     5.19      5.24     5.28       5.33     5.37     5.41       5.46     5.50     5.54
	  66            5.19     5.24     5.28      5.33     5.38       5.43     4.84     5.52       5.57     5.62     5.66
	  67            5.28     5.33     5.38      5.43     5.48       5.53     5.59     5.64       5.69     5.74     5.79
	  68            5.37     5.42     5.48      5.53     5.59       5.64     5.70     5.75       5.81     5.86     5.92
	  69            5.46     5.52     5.57      5.63     5.69       5.75     5.81     5.87       5.93     5.99     6.05
	  70            5.55     5.61     5.67      5.74     5.80       5.86     5.93     5.99       6.06     6.12     6.19

     *Payments after the death of the Primary Payee will be one-half of the amount shown.


     </TABLE>
















     __________________________________________________________________________

				       Page 73
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     <TABLE>
     <CAPTION>
				   Monthly payments for each $1,000 of proceeds by ages of persons named*.

	  Male                                                 Female Primary Age

	Secondary
	   Age
		       60       61       62        63       64        65        66        67       68        69       70
	   <S>         <C>      <C>      <C>       <C>      <C>        <C>      <C>       <C>       <C>      <C>      <C>  
	   60          $4.46    $4.54    $4.62     $4.71    $4.79      $4.88    $4.98     $5.07     $5.17    $5.27    $5.38
	   61           4.48     4.56     4.65      4.73     4.82       4.91     5.01      5.11      5.21     5.31     5.42
	   62           4.50     4.58     4.67      4.75     4.85       4.94     5.04      5.14      5.25     5.36     5.47
	   63           4.52     4.60     4.69      4.78     4.87       4.97     5.07      5.17      5.28     5.40     5.51
	   64           4.53     4.62     4.71      4.80     4.90       5.00     5.10      5.21      5.32     5.44     5.56
	   65           4.55     4.63     4.72      4.82     4.92       5.02     5.13      5.24      5.35     5.48     5.60
	   66           4.56     4.65     4.74      4.84     4.94       5.05     5.16      5.27      5.39     5.51     5.64
	   67           4.57     4.66     4.76      4.86     4.96       5.07     5.18      5.30      5.42     5.55     5.68
	   68           4.59     4.68     4.78      4.88     4.98       5.09     5.21      5.33      5.45     5.59     5.72
	   69           4.60     4.69     4.79      4.89     5.00       5.11     5.23      5.36      5.48     5.62     5.76
	   70           4.61     4.70     4.80      4.91     5.02       5.13     5.25      5.38      5.51     5.65     5.80

     *Payments after the death of the Primary Payee will be one-half of the amount shown.


     </TABLE>





















     __________________________________________________________________________

				       Page 74
<PAGE>























				 This page left blank intentionally
























<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

     _________________________________________________________________________

     We attach the following prospectuses:


      Fund                                              EDGAR Accession Number
      ----                                              ----------------------

      Janus Aspen Series                                906185-96-31
	       May 1, 1996

      Dreyfus Variable Investment Fund -                813383-96-9
	 Capital Appreciation Fund
	       May 1, 1996

      Dreyfus Socially Responsible Growth Fund          890064-96-9
	       May 1, 1996

      Dreyfus Stock Index Fund                          846800-96-5

	       May 1, 1996

      The Merrill Lynch Variable Series Funds, Inc.     889812-96-401
      Basic Value Focus Fund
      Domestic Money-Market Fund
      Global Strategy Focus Fund
      High Current Income Fund






















     __________________________________________________________________________

				       Page 75
<PAGE>

		  ANNUITY INVESTORS(SERVICEMARK) VARIABLE ACCOUNT A
					  of
	    ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
			 STATEMENT OF ADDITIONAL INFORMATION
				       for the
	  Commodore Mariner(SERVICEMARK) and Commodore Americus(SERVICEMARK)
	       Individual Flexible Premium Deferred Annuities Issued by
		       ANNUITY INVESTORS LIFE INSURANCE COMPANY
	      P.O. Box 5423, Cincinnati, Ohio 45201-5423, (800) 789-6771


     The Statement of Additional Information expands upon subjects discussed in
     the current Prospectus for the Commodore Mariner(SERVICEMARK) and
     Commodore Americus(SERVICEMARK), Individual Flexible Premium Deferred
     Annuity Contracts (each, the "Contract") offered by Annuity Investors Life
     Insurance Company(REGISTERED TRADEMARK).  A copy of the Prospectus dated
     August 16, 1996, as supplemented from time to time, may be obtained free
     of charge by writing to Annuity Investors Life Insurance Company,
     Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423.  Terms
     used in the current Prospectus for the Contract are incorporated in this
     Statement of Additional Information.

     THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND SHOULD BE
     READ ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE CONTRACT.



     Dated August 16, 1996
<PAGE>






				  TABLE OF CONTENTS

									    Page
	      ANNUITY   INVESTORS  LIFE   INSURANCE   COMPANY(REGISTERED
	      TRADEMARK) . . . . . . . . . . . . . . . . . . . . . . . . . .   2
		      General Information and History  . . . . . . . . . . .   2
		      State Regulation . . . . . . . . . . . . . . . . . . .   2
	      SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
		      Safekeeping of Separate Account Assets . . . . . . . .   2
		      Records and Reports  . . . . . . . . . . . . . . . . .   3
		      Experts  . . . . . . . . . . . . . . . . . . . . . . .   3
	      DISTRIBUTION OF THE CONTRACTS  . . . . . . . . . . . . . . . .   3
	      CALCULATION OF PERFORMANCE INFORMATION . . . . . . . . . . . .   3
		      Money   Market  Sub-Account   Standardized  Yield
		      Calculation  . . . . . . . . . . . . . . . . . . . . .   3
		      Other Sub-Account Standardized Yield Calculation . . .   4
		      Standardized Total Return Calculation  . . . . . . . .   5
		      Hypothetical Performance Data  . . . . . . . . . . . .   6
		      Other Performance Data . . . . . . . . . . . . . . . .   7
	      FEDERAL TAX MATTERS  . . . . . . . . . . . . . . . . . . . . .   8
		      Taxation of the Company  . . . . . . . . . . . . . . .   9
		      Tax Status of the Contract . . . . . . . . . . . . . .   9
	      FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . .  10
	      REPORT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . . . .  11
	      ANNUITY INVESTORS LIFE INSURANCE COMPANY . . . . . . . . . . .  16
	      A.  ACCOUNTING POLICIES  . . . . . . . . . . . . . . . . . . .  16
		      INVESTMENTS  . . . . . . . . . . . . . . . . . . . . .  16
		      ANNUITY RESERVES . . . . . . . . . . . . . . . . . . .  16
		      REINSURANCE  . . . . . . . . . . . . . . . . . . . . .  16
	      B.  INVESTMENTS  . . . . . . . . . . . . . . . . . . . . . . .  17
	      C.  FEDERAL INCOME TAXES . . . . . . . . . . . . . . . . . . .  17
	      D.  RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . .  17
	      E.  DIVIDEND RESTRICTIONS  . . . . . . . . . . . . . . . . . .  17
	      F.  ANNUITY RESERVES . . . . . . . . . . . . . . . . . . . . .  17
	      G.  OTHER ITEMS  . . . . . . . . . . . . . . . . . . . . . . .  18
	      H.  SELECTED FINANCIAL DATA  . . . . . . . . . . . . . . . . .  18
	      I.  VARIANCES FROM GENERALLY ACCEPTED ACCOUNTING
		     PRINCIPLES  . . . . . . . . . . . . . . . . . . . . . .  19


     The following  information supplements the  information in the  Prospectus.
     Terms used  in  this Statement  of  Additional  Information have  the  same
     meaning as in the Prospectus.










				       PAGE 1 
<PAGE>







	    ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)

     General Information and History

     Annuity Investors Life Insurance Company(REGISTERED TRADEMARK) (the
     "Company"), formerly known as Carillon Life Insurance Company, is a stock
     life insurance company incorporated under the laws of the State of Ohio in
     1981.  The name change occurred in the state of domicile on April 12,
     1995.  The Company is principally engaged in the sale of fixed and
     variable annuity policies.

     The Company was acquired in November, 1994, by American Annuity
     Group(SERVICEMARK), Inc. ("AAG") a Delaware corporation that is a publicly
     traded insurance holding company.  Great American(REGISTERED TRADEMARK)
     Insurance Company  ("GAIC"), an Ohio corporation, owns 80% of the common
     stock of AAG. GAIC is a multi-line insurance carrier and a wholly-owned
     subsidiary of Great American Holding Company ("GAHC"), an Ohio
     corporation. GAHC is a wholly-owned subsidiary of American Financial
     Corporation ("AFC"), an Ohio corporation.  AFC is a wholly-owned
     subsidiary of American Financial Group, Inc. ("AFG"), an Ohio corporation. 
     AFG is a publicly traded holding company which is engaged, through its
     subsidiaries, in financial businesses that include annuities, insurance
     and portfolio investing, and non-financial businesses that include food
     products and television and radio operations.

     State Regulation

     The Company is subject to the insurance laws and regulations of all the
     jurisdictions where it is licensed to operate. The availability of certain
     Contract rights and provisions depends on state approval and/or filing and
     review processes in each such jurisdiction.  Where required by law or
     regulation, the Contract will be modified accordingly.


				       SERVICES

     Safekeeping of Separate Account Assets

     Title to assets of the Separate Account is held by the Company.  The
     Separate Account assets are kept separate and apart from the Company's
     general account assets.  Records are maintained of all purchases and
     redemptions of Fund shares held by each of the Sub-Accounts.

     Title to assets of the Fixed Account is held by the Company together with
     the Company's general account assets.







				       PAGE 2 
<PAGE>






     Records and Reports

     All records and accounts relating to the Fixed Account and the Separate
     Account will be maintained by the Company.  As presently required by the
     provisions of the Investment Company Act of 1940, as amended ("1940 Act"),
     and rules and regulations promulgated thereunder which pertain to the
     Separate Account, reports containing such information as may be required
     under the 1940 Act or by other applicable law or regulation will be sent
     to each Owner semi-annually at the Owner's last known address.

     Experts

     The statutory-basis financial statements of the Company included in this
     Statement of Additional Information have been audited by Ernst & Young
     LLP, independent auditors, to the extent indicated in their report thereon
     also appearing elsewhere herein. Such statutory-basis financial statements
     have been included herein in reliance upon such report given upon the
     authority of such firm as experts in accounting and auditing.


			    DISTRIBUTION OF THE CONTRACTS

     The offering of the Contracts is expected to be continuous, and the
     Company does not anticipate discontinuing the offering of the Contracts. 
     However, the Company reserves the right to discontinue the offering of the
     Contracts.


			CALCULATION OF PERFORMANCE INFORMATION

     Money Market Sub-Account Standardized Yield Calculation

     In accordance with rules and regulations adopted by the Securities and
     Exchange Commission, the Company computes the Money Market Sub-Account's
     current annualized yield for a seven-day period in a manner which does not
     take into consideration any realized or unrealized gains or losses on
     shares of the Money Market Fund or on its portfolio securities.  This
     current annualized yield is computed by determining the net change
     (exclusive of realized gains and losses on the sale of securities and
     unrealized appreciation and depreciation) in the value of a hypothetical
     account having a balance of one unit of the Money Market Sub-Account at
     the beginning of such seven-day period, dividing such net change in the
     value of the hypothetical account by the value of the hypothetical account
     at the beginning of the period to determine the base period return and
     annualizing this quotient on a 365-day basis.  The net change in the value
     of the hypothetical account reflects the deductions for the Mortality and
     Expense Risk and Administration Charges and income and expenses accrued
     during the period.  Because of these deductions, the yield for the Money
     Market Sub-Account of the Separate Account will be lower than the yield
     for the Money Market Fund or any comparable substitute funding vehicle.



				       PAGE 3 
<PAGE>






     The Securities and Exchange Commission also permits the Company to
     disclose the effective yield of the Money Market Sub-Account for the same
     seven-day period, determined on a compounded basis.  The effective yield
     is calculated according to the following formula:  
						365/7  
     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.  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 or substitute funding vehicle, the types and quality of
     portfolio securities held by the Money Market Fund or substitute funding
     vehicle, and operating expenses.  IN ADDITION, THE YIELD FIGURES DO NOT
     REFLECT THE EFFECT OF ANY CONTINGENT DEFERRED SALES CHARGE ("CDSC") (OF UP
     TO 7% OF PURCHASE PAYMENTS) THAT MAY BE APPLICABLE ON SURRENDER.

     Other Sub-Account Standardized Yield Calculation

     The Company may from time to time disclose the current annualized yield of
     one or more of the Sub-Accounts (other than the Money Market Sub-Account)
     for 30-day periods. The annualized yield of a Sub-Account refers to the
     income generated by the Sub-Account over a specified 30-day period.
     Because this yield is annualized, the yield generated by a Sub-Account
     during the 30-day period is assumed to be generated each 30-day period.
     The yield is computed by dividing the net investment income per
     Accumulation Unit earned during the period by the price per unit on the
     last day of the period, according to the following formula:
				      6
     Where:           YIELD = 2[a-b+1) - 1]
				---
				cd

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

	      b  =    expenses for the Sub-Account accrued for the period (net
		      of reimbursements).

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

	      d  =    the maximum offering price per Accumulation Unit on the
		      last day of the period.

     Net investment income will be determined in accordance with rules and
     regulations established by the Securities and Exchange Commission. 
     Accrued expenses will include all recurring fees that are charged to all
     Contracts.  The yield calculations do not reflect the effect of any CDSC


				       PAGE 4 
<PAGE>






     that may be applicable to a particular Contract.  CDSCs range from 7% to
     0% of the Purchase Payments withdrawn depending on the elapsed time since
     the receipt of such Purchase Payments.

     Because of the charges and deductions imposed by the Separate Account, the
     yield for a Sub-Account will be lower than the yield for the corresponding
     Fund.  The yield on amounts held in a Sub-Account normally will fluctuate
     over time.  Therefore, the disclosed yield for any given period is not an
     indication or representation of future yields or rates of return.  The
     Sub-Account's actual yield will be affected by the types and quality of
     portfolio securities held by the Fund and its operating expenses.

     Standardized Total Return Calculation

     The Company may from time to time also disclose average annual total
     returns for one or more of the Sub-Accounts for various periods of time. 
     Average annual total return quotations are computed by finding the average
     annual compounded rates of return over one, five and ten year periods that
     would equal the initial amount invested to the ending redeemable value,
     according to the following formula:
	     n
     P(1 + T) = ERV

     Where

	      P       =        a hypothetical initial payment of $1,000.
	      T       =        average annual total return.
	      n       =        number of years.
	      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).

     All recurring fees, such as the Contract Maintenance Fee and the Mortality
     and Expense Risk Charge, which are charged to all Contracts are recognized
     in the ending redeemable value. The average annual total return
     calculations will reflect the effect of any CDSCs that may be applicable
     to a particular period.

     Hypothetical Performance Data

     The Company may also disclose "hypothetical" performance data for a
     Sub-Account, for periods BEFORE the Sub-Account commenced operations. 
     Such performance information for the Sub-Account will be calculated based
     on the performance of the corresponding Fund and the assumption that the
     Sub-Account was in existence for the same periods as those indicated for
     the Fund, with a level of Contract charges currently in effect.  The Fund
     used for these calculations will be the actual Fund in which the Sub-
     Account invests.



				       PAGE 5 
<PAGE>






     This type of hypothetical performance data may be disclosed on both an
     average annual total return and a cumulative total return basis. 
     Moreover, it may be disclosed assuming that the Contract is not
     surrendered (i.e., with no deduction for a CDSC) or assuming that the
     Contract is surrendered at the end of the applicable period (i.e.,
     reflecting a deduction for any applicable CDSC).

     Other Performance Data

     The Company may from time to time disclose other non-standardized total
     return in conjunction with the standardized performance data described
     above.  Non-standardized data may reflect no CDSC or present performance
     data for a period other than that required by the standardized format. 
     The Company may from time to time also disclose cumulative total return
     calculated using the following formula assuming that the CDSC percentage
     is 0%:

     CTR = (ERV/P) - 1

     Where:

	      CTR     =        the cumulative total return net of Sub-Account
			       recurring charges for the period. 

	      ERV     =        ending redeemable value of a hypothetical $1,000
			       payment 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 $1,000.

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

     The Contracts may be compared in advertising materials to Certificates of
     Deposit ("CDs") or other investments issued by banks or other depository
     institutions.  Variable annuities differ from bank investments in several
     respects. For example, variable annuities may offer higher potential
     returns than CDs. However, unless you have elected to invest in only the
     Fixed Account Options, the Company does not guarantee your return. Also,
     none of your investments under the Contract, whether allocated to the
     Fixed Account or a Sub-Account, are FDIC-insured.

     Advertising materials for the Contracts may, from time to time, address
     retirement needs and investing for retirement, the usefulness of a tax-
     qualified retirement plan, saving for college, or other investment goals. 
     Advertising materials for the Contracts may discuss, generally, the
     advantages of investing in a variable annuity and the Contract's
     particular features and their desirability and may compare Contract
     features with those of other variable annuities and investment products of



				       PAGE 6 
<PAGE>






     other issuers.  Advertising materials may also include a discussion of the
     balancing of risk and return in connection with the selection of
     investment options under the Contract and investment alternatives
     generally, as well as a discussion of the risks and attributes associated
     with the investment options under the Contract.  A description of the tax
     advantages associated with the Contract, including the effects of tax-
     deferral under a variable annuity or retirement plan generally, may be
     included as well.  Advertising materials for the Contracts may quote or
     reprint financial or business publications and periodicals, including
     model portfolios or allocations, as they relate to current economic and
     political conditions, management and composition of the underlying Funds,
     investment philosophy, investment techniques, the desirability of owning
     the Contract and other products and services offered by the Company or AAG
     Securities, Inc. ("AAG Securities").

     The Company or AAG Securities may provide information designed to help
     individuals understand their investment goals and explore various
     financial strategies.  Such information may include: information about
     current economic, market and political conditions; materials that describe
     general principles of investing, such as asset allocation,
     diversification, risk tolerance and goal setting; questionnaires designed
     to help create a personal financial profile; worksheets used to project
     savings needs based on assumed rates of inflation and hypothetical rates
     of return; and alternative investment strategies and plans.

     Ibbotson Associates of Chicago, Illinois ("Ibbotson") provides historical
     returns of the capital markets in the United States, including common
     stocks, small capitalization stocks, long-term corporate bonds,
     intermediate-term government bonds, long-term government bonds, Treasury
     bills, the U.S. rate of inflation (based on the Consumer Price Index), and
     combinations of various capital markets.  The performance of these capital
     markets is based on the returns of different indices.

     Advertising materials for the Contracts may use the performance of these
     capital markets in order to demonstrate general risk-versus-reward
     investment scenarios.  Performance comparisons may also include the value
     of a hypothetical investment in any of these capital markets.  The risk
     associated with the security types in any capital market may or may not
     correspond directly to those of the Sub-Accounts and the Funds. 
     Advertising materials may also compare performance to that of other
     compilations or indices that may be developed and made available in the
     future.

     In addition, advertising materials may quote various measures of
     volatility and benchmark correlations for the Sub-Accounts and the
     respective Funds and compare these volatility measures and correlations
     with those of other separate accounts and their underlying funds. 
     Measures of volatility seek to compare a sub-account's, or its underlying
     fund's,  historical share price fluctuations or total returns to those of
     a benchmark.  Measures of benchmark correlation indicate how valid a



				       PAGE 7 
<PAGE>






     comparative benchmark may be.  All measures of volatility and correlation
     are calculated using averages of historical data.


				 FEDERAL TAX MATTERS

     The Contract is designed for use by individuals as a non-tax-qualified
     annuity (including Contracts purchased by an employer in connection with a
     Code Section 457 or non-qualified deferred compensation plan), and with
     arrangements which qualify for special tax treatment under Sections 401,
     403 or 408 of the Code.  The ultimate effect of federal taxes on the
     Account Value, on Annuity Benefits, and on the economic benefit to the
     Owner and/or the Beneficiary may depend on the type of retirement plan for
     which the Contract is purchased, on the tax and employment status of the
     individual concerned and on the Company's tax status. THE FOLLOWING
     DISCUSSION IS GENERAL AND IS NOT INTENDED AS TAX ADVICE.  Any person
     concerned about tax implications should consult a competent tax adviser.
     This discussion is based upon the Company's understanding of the present
     federal income tax laws as they are currently interpreted by the Internal
     Revenue Service.  No representation is made as to the likelihood of
     continuation of present federal income tax laws or of the current
     interpretations by the Internal Revenue Service.  Moreover, no attempt has
     been made to consider any applicable state or other tax laws.

     Taxation of the Company

     The Company is taxed as a life insurance company under Part I of
     Subchapter L of the Code. Since the Separate Account is not an entity
     separate from the Company, and its operations form a part of the Company,
     it will not be taxed separately as a "regulated investment company" under
     Subchapter M of the Code. Investment income and realized capital gains are
     automatically applied to increase reserves under the Contracts. Under
     existing federal income tax law, the Company believes that the Separate
     Account investment income and realized net capital gains will not be taxed
     to the extent that such income and gains are applied to increase the
     reserves under the Contracts.

     Accordingly, the Company does not anticipate that it will incur any
     federal income tax liability attributable to the Separate Account and,
     therefore, the Company does not intend to make provisions for any such
     taxes. However, if changes in the federal tax laws or interpretations
     thereof result in the Company being taxed on income or gains attributable 
     to the Separate Account, then the Company may impose a charge against the
     Separate Account (with respect to some or all Contracts) in order to set
     aside provisions to pay such taxes.

     Tax Status of the Contract

     Section 817(h) of the Code requires that with respect to Non-Qualified
     Contracts, the investments of the Funds be "adequately diversified" in



				       PAGE 8 
<PAGE>






     accordance with Treasury regulations in order for the Contracts to qualify
     as annuity contracts under federal tax law. The Separate Account, through
     the Funds, intends to comply with the diversification requirements
     prescribed by the Treasury in Reg. Sec. 1.817-5, which affect how the
     Funds' assets may be invested.

     In certain circumstances, Owners of individual variable annuity contracts
     may be considered the owners, for federal income tax purposes, of the
     assets of the separate accounts used to support their contracts.  In those
     circumstances, income and gains from the separate account assets would be
     includible in the variable contract owner's gross income.  The Internal
     Revenue Service has stated in published rulings that a variable contract
     owner will be considered the owner of separate account assets if the
     contract owner possesses incidents of ownership in those assets, such as
     the ability to exercise investment control over the assets. The Treasury
     Department has also announced, in connection with the issuance of
     regulations concerning diversification, that those regulations "do not
     provide guidance concerning the circumstances in which investor control of
     the investments of a segregated asset account may cause the investor
     (i.e., the Owner), rather than the insurance company, to be treated as the
     owner of the assets in the account."  This announcement also stated that
     guidance would be issued by way of regulations or rulings on the "extent
     to which policyholders may direct their investments to particular
     subaccounts without being treated as owners of the underlying assets." As
     of the date of this Statement of Additional Information, no guidance has
     been issued.

     The ownership rights under the Contract are similar to, but different in
     certain respects from, those described by the Internal Revenue Service in
     rulings in which it was determined that contract owners were not owners of
     separate account assets. For example, the Owner has additional flexibility
     in allocating Purchase Payments and Account Value.  These differences
     could result in an Owner being treated as the owner of a pro-rata portion
     of the assets of the Separate Account and/or Fixed Account. In addition,
     the Company does not know what standards will be set forth, if any, in the
     regulations or rulings which the Treasury Department has stated it expects
     to issue.  The Company therefore reserves the right to modify the Contract
     as necessary to attempt to prevent an Owner from being considered the
     owner of a pro-rata share of the assets of the Separate Account.


				FINANCIAL STATEMENTS

     The Company's audited statutory-basis financial statements for the years
     ended December 31, 1995 and 1994 are included herein.  

     The financial statements of the Company included in this Statement of
     Additional Information should be considered only as bearing on the ability
     of the Company to meet its obligations under the Contract. They should not
     be considered as bearing on the investment performance of the assets held
     in the Separate Account.



				       PAGE 9 
<PAGE>






     Statutory Financial Statements
     ANNUITY INVESTORS LIFE INSURANCE COMPANY
     Years ended December 31, 1995 and 1994

     REPORT OF INDEPENDENT AUDITORS

     Board of Directors
     Annuity Investors Life Insurance Company(REGISTERED TRADEMARK)

     We have audited the accompanying statutory-basis balance sheets of Annuity
     Investors Life Insurance Company(REGISTERED TRADEMARK) ("the Company") as
     of December 31, 1995 and 1994, and the related statutory-basis statements
     of operations, changes in capital and surplus, and cash flows for the
     years then ended. These financial statements are the responsibility of the
     Company's management.  Our responsibility is to express an opinion on
     these financial statements based on our audits.

     We conducted our audits in accordance with generally accepted auditing
     standards.  Those standards require that we plan and perform the audit to
     obtain reasonable assurance about whether the financial statements are
     free of material misstatement. An audit includes examining, on a test
     basis, evidence supporting the amounts and disclosures in the financial
     statements. An audit also includes assessing the accounting principles
     used and significant estimates made by management, as well as evaluating
     the overall financial statement presentation. We believe that our audits
     provide a reasonable basis for our opinion.

     The Company presents its financial statements in conformity with the
     accounting practices prescribed or permitted by the Insurance Department
     of the State of Ohio. The variances between such practices and generally
     accepted accounting principles and the effects on the accompanying
     financial statements are described in Notes A and I.

     In our opinion, because of the materiality of the effects of the variances
     between generally accepted accounting principles and the accounting
     practices referred to in the preceding paragraph, the financial statements
     referred to above are not intended to and do not present fairly, in
     conformity with generally accepted accounting principles, the financial
     position of Annuity Investors Life Insurance Company at December 31, 1995
     and 1994, or the results of its operations or its cash flows for the years
     then ended. However, in our opinion, the supplementary information
     included in Note I presents fairly, in all material respects, capital and
     surplus at December 31, 1995 and 1994 and net income for the years then
     ended in conformity with generally accepted accounting principles.

     Also, in our opinion, the statutory-basis financial statements referred to
     above present fairly, in all material respects, the financial position of
     Annuity Investors Life Insurance Company at December 31, 1995 and 1994,
     and the results of its operations and its cash flows for the years then
     ended, in conformity with accounting practices prescribed or permitted by
     the Insurance Department of the State of Ohio.
							       Ernst & Young LLP
							       February 29, 1996



				       PAGE 10
<PAGE>



     <TABLE>
     <CAPTION>
		      ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
				       BALANCE SHEETS
				       STATUTORY BASIS

									  Year Ended December 31,   
									   --------------------     
       ASSETS                                                           1995                    1994
									----                    ----
       <S>                                                               <C>                     <C>
       Cash and investments:       
	    Fixed Maturities - at amortized cost                 $ 8,554,641              $8,291,079
	    (market value: $8,648,412
	    and $7,545,390)
	    Short-term investments                                15,169,930                 425,660
	    Cash                                                      93,584                  79,862
								  ----------              ----------
		 Total cash and investments                       23,818,155               8,796,601
	     
       Investment income due and accrued                             220,028                 150,193
       Federal income tax recoverable                                      0                  23,181
								 -----------              ----------
	    Total assets                                         $24,038,183              $8,969,975
								 ===========              ==========
       LIABILITIES, CAPITAL AND SURPLUS
       Annuity reserves                                         $  2,842,013              $2,684,376
       Interest maintenance reserve                                        8                       0
       Commissions due and accrued                                       966                       0
       General expenses due and accrued                                7,000                   3,445
       Taxes, licenses and fees due and accrued                        3,000                       0
       Federal income tax payable                                      8,952                       0
       Asset valuation reserve                                         2,848                       0
       Payable to parent and affiliate                                58,415                  11,264
								  ----------               ---------
	   Total liabilities                                       2,923,202               2,699,085
								  ----------               ---------

       Common stock, $100 par value:
	  - 25,000 shares authorized
	  - 20,000 shares issued and outstanding                   2,000,000               2,000,000
       Gross paid in and contributed surplus                      18,050,000               3,350,000
       Unassigned surplus                                          1,064,981                 920,890
								 -----------              ----------
	    Total capital and surplus                             21,114,981               6,270,890
								 -----------              ----------

	    Total liabilities, capital and surplus               $24,038,183              $8,969,975
								 ===========              ==========

     See notes to statutory financial statements
     </TABLE>







				       PAGE 11
<PAGE>




     <TABLE>
     <CAPTION>
			       ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
				       SUMMARY OF OPERATIONS
				       STATUTORY BASIS

											       Year ended  December  31,
											     ---------------------------
											       1995                 1994
											       ----                 ----
     <S>                                                                                 <C>                    <C>     
     Revenues:
	 Premiums and annuity considerations                                              $  58,695             $219,308
	 Deposit type funds                                                                  16,107                    0
	 Net investment income                                                              552,141              432,932
											    -------              -------

	     Total revenue                                                                  626,943              652,240

     Benefits and expenses:
	 Increase in aggregate reserves                                                     157,637               61,627
	 Policyholders' benefits                                                            109,607              280,517
	 Commissions and expense allowances on reinsurance assumed                           49,655               47,023
	 General insurance expenses                                                          34,588               25,630
	 Taxes, licenses and fees                                                            53,577               38,951
											     ------              -------

	     Total benefits and expenses                                                    405,064              453,748
											    -------              -------
      
     Income from operations before federal income taxes                                     221,879              198,492

     Provision for federal income taxes                                                      74,941               69,000
											    -------              -------

     Net income after federal income taxes before net realized capital gain                 146,938              129,492

															
     Net realized capital gains (losses):
	 Gross Realized Capital Gains                                                            15                    0
	 Capital gains tax                                                                      (5)                    0
	 Interest maintenance reserve transfer (net of tax)                                     (8)                    0
											    -------             --------
	     Net realized capital gains transferred to IMR                                        2                    0
											    -------             --------
     Net income                                                                            $146,940             $129,492
											   ========             ========



     See notes to statutory financial statements
     </TABLE>






				       PAGE 12
<PAGE>



     <TABLE>
     <CAPTION>
		      ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
			       STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
				       STATUTORY BASIS

									 Year ended December 31,
									 ---------------------- 
								       1995                 1994
								       ----                 ----
     <S>                                                       <C>                    <C>       
     Common stock:
	 Balance at beginning and end of period                $  2,000,000           $2,000,000
							       ============           ==========

     Gross paid-in and contributed surplus:
	 Balance at beginning of year                          $  3,350,000           $3,350,000
	 Surplus paid in                                         14,700,000                    0
								-----------           ----------

	    Balance at end of year                              $18,050,000           $3,350,000
								===========           ==========

     Unassigned funds:   
	 Balance at beginning of year                          $    920,890           $  791,398
	 Net income                                                 146,940              129,492
	 Change in asset valuation reserve                          (2,849)                    0
							       ------------           ----------

	    Balance at end of year                              $ 1,064,981           $  920,890
								===========           ==========

     Total capital and surplus                                  $21,114,981           $6,270,890
								===========           ==========




     See notes to statutory financial statements
     </TABLE>



















				       PAGE 13
<PAGE>



     <TABLE>
     <CAPTION> 


		      ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
				       STATEMENTS OF CASH FLOWS
				       STATUTORY BASIS
										    Year ended December 31,
										 ----------------------------
											 1995           1994  
											 ----           ----  
     <S>                                                                            <C>            <C>        
     Operating activities:
       Premiums and annuity considerations                                          $    58,695     $  219,308
       Deposit type funds                                                                16,107              0
       Net investment income                                                            512,777        398,729
       Surrender benefits paid                                                        (109,607)      (280,517)
       Commissions, expenses and premium and other taxes paid                         (128,854)      (111,604)
       Federal income tax paid                                                         (42,813)       (76,483)
       Payments From (to) parent and affiliate                                           47,151       (29,837)
										      ---------     ----------

	    Total operating activities                                                  353,456        119,596

     Investing activities:
       Sale, maturity or repayment of bonds                                           1,167,103              0
       Purchase of bonds                                                            (1,462,567)    (2,637,891)
										   ------------   ------------
	    
	    Total investing activities                                                (295,464)    (2,637,891)

     Financing activities:
       Surplus paid in                                                               14,700,000              0
										    -----------   ------------

	   Total financing activities                                                14,700,000              0
										     ----------   ------------

     Net increase (decrease) in cash and short-term investments                      14,757,992    (2,518,295)

     Cash and short-term investments at beginning of year                               505,522      3,023,817
										    -----------    -----------

     Cash and short-term investments at end of year                                 $15,263,514    $   505,522
										    ===========    ===========







     See notes to statutory financial statements
     </TABLE>





				       PAGE 14
<PAGE>



     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
     NOTES TO STATUTORY FINANCIAL STATEMENTS

     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)

     A.  ACCOUNTING POLICIES

     BASIS OF PRESENTATION  Annuity Investors Life Insurance Company(REGISTERED
     TRADEMARK) ("AILIC"), a life insurance company domiciled in the State of
     Ohio, is an indirectly owned subsidiary of American Annuity Group, Inc.,
     ("AAG"), a publicly traded financial services holding company of which
     American Financial Group, Inc. ("AFG") owns 81%.  On November 29, 1994,
     AILIC, formerly Carillon Life Insurance Company, was purchased from Great
     American(REGISTERED TRADEMARK) Insurance Company, a wholly-owned
     subsidiary of AFG.

     The accompanying financial statements have been prepared in conformity
     with accounting practices prescribed or permitted by the National
     Association of Insurance Commissioners ("NAIC") and the Insurance
     Department of the State of Ohio, which vary in some respects from
     generally accepted accounting principles ("GAAP").  The more significant
     of these differences are as follows:  (a) annuity receipts are accounted
     for as revenues versus liabilities; (b) an Interest Maintenance Reserve
     ("IMR") is provided whereby interest related realized gains and losses are
     deferred and amortized into investment income over the expected remaining
     life of the security sold; (c) Asset Valuation Reserves ("AVR") are
     provided which reclassify a portion of surplus to liabilities; and (d)
     investments in bonds considered "available for sale" (as defined under
     GAAP) are generally recorded at amortized cost versus market.

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

     Short-term investments having original maturities of three months or less
     when purchased are considered to be cash equivalents for purposes of the
     financial statements.

     INVESTMENTS  Asset values are generally stated as follows:  Bonds not
     backed by other loans, where permitted, at amortized cost using the
     interest method, all others at association values as determined by the
     NAIC Securities Valuation Office ("association value"); loan backed bonds
     and structured securities, where permitted, at amortized cost using the
     interest method, including anticipated prepayments at the date of
     purchase; significant changes in estimated cash flows from the original
     purchase assumptions accounted for on a prospective basis, all others at
     association value; short-term investments at cost.

     As prescribed by the NAIC, the market value for investments in bonds is
     determined by the values included in the Valuations of Securities manual
     published by the NAIC's Security Valuation Office.  Those values generally
     represent quoted market value prices for securities traded in the public




				       PAGE 15
<PAGE>



     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
     NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

     marketplace or analytically determined values by the Securities Valuation
     Office.

     The carrying values of cash and short-term investments approximate their
     fair values.

     ANNUITY RESERVES  Annuity reserves are developed by actuarial methods and
     are determined based on published tables using statutorily specified
     interest rates and valuation methods that will provide, in the aggregate,
     reserves that are greater than or equal to the minimum amounts required by
     law.  The fair market value of the reserves approximates the statement
     value.

     REINSURANCE  Reinsurance premiums, benefits and expenses are accounted for
     on a basis consistent with those used in accounting for the original
     policies issued and the terms of the reinsurance contracts.

     B.  INVESTMENTS

     At December 31, 1995, fixed maturity investments in U.S. Government and
     government agencies and authorities had a carrying value and market value
     of $7.3 million, gross unrealized gains of $74,700 and gross unrealized
     (losses) of ($45,100).  All other corporate fixed maturity investments at
     December 31, 1995 had a carrying value of $1.3 million, market value of
     $1.4 million, gross unrealized gains of $64,700 and gross unrealized
     (losses) of ($600).  At December 31, 1994, all fixed maturity investments
     consisted entirely of publicly traded U.S. Treasury bonds with a carrying
     value of $8.3 million, market value of $7.5 million, gross unrealized
     gains of $1,000 and gross unrealized (losses) of ($746,000).

     Proceeds from sales of fixed maturity investments were $1.2 million in
     1995.  There were no sales of fixed maturity investments in 1994.

     U.S. Treasury Notes with a carrying value of $6.0 million at December 31,
     1995, were on deposit as required by the insurance departments of various
     states.

     C.  FEDERAL INCOME TAXES

     AILIC's amount of federal income taxes incurred for recoupment in the
     event of future losses are approximately $75,000 in 1995, $69,000 in 1994
     and $57,000 in 1993.

     D.  RELATED PARTY TRANSACTIONS

     On December 30, 1993, AILIC entered into a reinsurance agreement with
     Great American(REGISTERED TRADEMARK) Life Insurance Company ("GALIC"), an
     affiliated Ohio domiciled insurance company, which became AILIC's
     immediate parent in 1995.   As a result of the transaction, AILIC assumed
     $2.6 million in deferred annuity reserves and received an equivalent
     amount of assets.  AILIC will continue to assume premiums, surrenders and
     other transactions on certain policies directly written and administered
     by GALIC.  The majority of premium income in 1995 and all premium income



				       PAGE 16
<PAGE>



     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
     NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

     in 1994 consisted of assumed reinsurance from GALIC in accordance with the
     agreement.

     Certain investment, administrative, management, accounting and data
     processing services are provided to AILIC through the use of shared
     facilities and personnel or under agreements between AILIC and affiliates.

     E.  DIVIDEND RESTRICTIONS

     The amount of dividends which can be paid by AILIC without prior approval
     of regulatory authorities is subject to restrictions relating to capital
     and surplus and net income.   AILIC may pay approximately $1.1 million in
     dividends in 1996 based on capital and surplus, without prior approval.

     F.  ANNUITY RESERVES

     At December 31, 1995, 99% of AILIC's annuity reserves were subject to
     discretionary withdrawal without adjustment.

     G.  OTHER ITEMS

     The increase in the number of insurance companies that are under
     regulatory supervision has resulted, and is expected to continue to
     result, in increased assessments by state guaranty funds to cover losses
     to policyholders of insolvent or rehabilitated insurance companies.  Those
     mandatory assessments may be partially recovered through  deduction in
     future premium taxes in certain states.  GALIC is responsible for payment
     of all assessments relating to premiums earned in accordance with the
     reinsurance agreement discussed in Note D.



























				       PAGE 17
<PAGE>



     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
     NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

     H. SELECTED FINANCIAL DATA

     The following tables present selected statutory-basis financial data as of
     December 31, 1995 and 1994 and for the years then ended for purposes of
     complying with paragraph 9 of the Annual Audited Financial Reports in the
     General section of the National Association of Insurance Commissioners'
     Annual Statement Instructions and agrees to or is included in the amounts
     reported in AILIC's 1995 and 1994 Statutory Annual Statements as filed
     with the insurance department of the State of Ohio:

     <TABLE>
     <CAPTION>
										   1995                  1994   
										   ----                  ----   
     <S>                                                                     <C>                     <C>        
     Gross investment income earned:
	Bonds                                                                 $    447,488            $  431,170
	Short-term investments                                                      72,980                18,168
	Cash on hand and on deposit                                                 41,582                     0
	Aggregate write-ins for investment income                                        0                   106
									      ------------            ----------
									      $    562,050            $  449,444
									      ============            ==========
     Bonds by class 
	Class "1"                                                             $  8,444,399            $8,291,079
	Class "2"                                                                  110,242                     0
									      ------------            ----------
									      $  8,554,641            $8,291,079
									      ============            ==========


     Total bonds publicly traded                                              $  8,554,641            $8,291,079
									      ============             =========

     Short-term investments (book value)                                       $15,169,930            $  425,660
									       ===========            ==========

     Cash on deposit                                                          $     93,584            $   79,862
									       ===========           ===========

									       $ 2,842,013            $2,684,376
     Group annuities not fully paid - account balance                          ===========           ===========


     See notes to statutory financial statements.











				       PAGE 18
<PAGE>



     ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
     NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

										1995                  1995     
									   Carrying Value          Market Value
									   --------------          ------------
     Total Bonds by maturity:
       Due within 1 year or less                                              $   100,137           $   101,687
       Over 1 year through 5 years                                              4,372,211             4,366,586
       Over 5 years through 10 years                                            3,796,802             3,870,899
       Over 10 years through 20 years                                             139,901               150,719
       Over 20 years                                                              145,590               158,521
									       ----------            ----------
									       $8,554,641            $8,648,412
									       ==========            ==========



     I.  VARIANCES FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

     These financial statements have been presented in conformity with the accounting practices prescribed or permitted by the
     insurance department of the State of Ohio.  The following table summarizes the differences between net income and surplus as
     determined in accordance with statutory accounting practices and GAAP for the years ended December 31, 1995 and 1994:


								    Net Income            Capital and Surplus  
								     
								1995        1994             1995          1994
								----        ----             ----          ----


     As reported on a statutory basis                         $146,940    $129,492    $21,114,981    $6,270,890
     Commissions capitalized to DAC and amortized                  954           0            954             0
     Capital gains transferred to IMR, net of tax                    8           0              8             0
     Federal income taxes                                      (3,051)           0        (3,051)             0
     Unrealized gain (loss) adjustment                               0           0         38,109     (485,000)
     AVR adjustment                                                  0           0          2,848             0
							     ---------   ---------    -----------    ----------
	   Total GAAP adjustments                              (2,089)           0         38,868     (485,000)
							      --------     -------    -----------    ----------
     GAAP basis                                               $144,851    $129,492    $21,153,849    $5,785,890
							     =========    ========    ===========    ==========



     </TABLE>


     See notes to statutory financial statement.










				       PAGE 19
<PAGE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission