ANNUITY INVESTORS VARIABLE ACCOUNT A
N-4 EL/A, 1996-07-26
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<PAGE>
        
        As filed with the Securities and Exchange Commission on July 26, 1996
                                                               File No. 33-65409
                                                              File No. 811-07299
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                               -----------------------
                                       FORM N-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933  (   )
        
                   Pre-effective Amendment No.    2          ( X )
                                                -------
         
                    Post-effective Amendment No.             (   )
                                                 -------
                                       and/or
                     REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940  (   )
        
                              Amendment No.   2    ( X )
                                           ------
         
                           (Check appropriate box or boxes)
                                                             
                         ------------------------------------

                  ANNUITY INVESTORS(SERVICEMARK) VARIABLE ACCOUNT A
                             (Exact Name of Registrant)

            ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
                                 (Name of Depositor)
                                    P.O. Box 5423
                             Cincinnati, Ohio  45201-5423
          (Address of Depositor's Principal Executive Offices)  (Zip Code)

                  Depositor's Telephone Number, including Area Code:
                                    (800) 789-6771
                                                                               
     --------------------------------------------------------------------------

                                Mark F. Muething, Esq.
                 Senior Vice President, Secretary and General Counsel
                       Annuity Investors Life Insurance Company
                                    P.O. Box 5423
                             Cincinnati, Ohio  45201-5423
                       (Name and Address of Agent for Service)

                                       Copy to:
        
                             Catherine S. Bardsley, Esq.
                             Kirkpatrick & Lockhart LLP
                           1800 Massachusetts Avenue, N.W.
                               Washington, D.C.  20036
         
     --------------------------------------------------------------------------
        Approximate Date of Proposed Public Offering:  As soon as practicable
               after the effective date of the Registration Statement.
                      DECLARATION REQUIRED BY RULE 24f-2 (a) (1)
<PAGE>


              Pursuant to Rule  24f-2 under the Investment Company Act  of 1940,
     the Registrant  declares that  an indefinite  number of  its securities  is
     being registered under the Securities Act of 1933.  Fee $500.00
<PAGE>






                                CROSS REFERENCE SHEET
                                Pursuant to Rule 495


                      Showing Location in Part A (Prospectus),
               Part B (Statement of Additional Information) and Part C
              of Registration Statement Information Required by Form N-4


                                       PART A
                                       ------


            Item of Form N-4                       Prospectus Caption
            ----------------                       ------------------
        1.  Cover Page  . . . . . . . . . . . .    Cover Page

        2.  Definitions . . . . . . . . . . . .    Definitions

        3.  Synopsis  . . . . . . . . . . . . .    Highlights

        4.  Condensed Financial Information

            (a)      Accumulation Unit Values .    Not Applicable

            (b)      Performance Data . . . . .    Not Applicable

            (c)      Financial Statements . . .    Financial
                                                   Statements for the
                                                   Company

        5.  General Description of Registrant,
            Depositor and Portfolio Companies

            (a)      Depositor  . . . . . . . .    Annuity Investors
                                                   Life Insurance
                                                   Company

            (b)      Registrant . . . . . . . .    The Separate
                                                   Account

            (c)      Portfolio Company  . . . .    The Funds

            (d)      Fund Prospectus  . . . . .    The Funds

            (e)      Voting Rights  . . . . . .    Voting Rights

       6.   Deductions and Expenses

            (a)      General  . . . . . . . . .    Charges and
                                                   Deductions
<PAGE>






            (b)      Sales Load % . . . . . . .    Contingent Deferred
                                                   Sales Charge

            (c)      Special Purchase Plan  . .    Contingent Deferred
                                                   Sales Charge

            (d)      Commissions  . . . . . . .    Distribution of the
                                                   Contract

            (e)      Fund Expenses  . . . . . .    The Funds

            (f)      Operating Expenses . . . .    Summary of Expenses

       7.   Contracts

            (a)      Persons with Rights  . . .    The Contract;
                                                   Surrenders;
                                                   Contract Loans;
                                                   Death Benefit;
                                                   Voting Rights

            (b) (i)  Allocation of Premium
                     Payments . . . . . . . . .    Purchase Payments

               (ii)  Transfers  . . . . . . . .    Transfers

              (iii)  Exchanges  . . . . . . . .    Additions,
                                                   Deletions or
                                                   Substitutions

            (c)      Changes  . . . . . . . . .    Changes -- Waivers

            (d)      Inquiries  . . . . . . . .    Contacting the
                                                   Company

       8.   Annuity Period  . . . . . . . . . .    Settlement Options

       9.   Death Benefit . . . . . . . . . . .    Death Benefit

       10.  Purchases and Contract Values

            (a)      Purchases  . . . . . . . .    Purchase Payments

            (b)      Valuation  . . . . . . . .    Fixed Account
                                                   Value; Variable
                                                   Account Value

            (c)      Daily Calculation  . . . .    Accumulation Unit
                                                   Value; Net
                                                   Investment Factor

            (d)      Underwriter  . . . . . . .    Distribution of the
                                                   Contract
<PAGE>






       11.  Redemptions

            (a)      By Owner . . . . . . . . .    Surrender Value;
                                                   Systematic
                                                   Withdrawal 

                     By Annuitant . . . . . . .    Not Applicable

            (b)      Texas ORP  . . . . . . . .    Texas Optional
                                                   Retirement Program

            (c)      Check Delay  . . . . . . .    Suspension or Delay
                                                   in Payment of
                                                   Surrender Value

            (d)      Free Look  . . . . . . . .    Right to Cancel

       12.  Taxes . . . . . . . . . . . . . . .    Federal Tax Matters

       13.  Legal Proceedings . . . . . . . . .    Legal Proceedings

       14.  Table of Contents for the Statement
            of Additional Information . . . . .    Statement of
                                                   Additional
                                                   Information



                                    PART B
                                    ------


                                                   Statement of
                                                   Additional
            Item of Form N-4                       Information Caption
            ----------------                       -------------------

       15.  Cover Page  . . . . . . . . . . . .    Cover Page

       16.  Table of Contents . . . . . . . . .    Table of Contents

       17.  General Information and History . .    General Information
                                                   and History

       18.  Services

            (a)      Fees and Expenses of
                     Registrant . . . . . . . .    (Prospectus)
                                                   Summary of Expenses

            (b)      Management Contracts . . .    Not Applicable

            (c)      Custodian  . . . . . . . .    Not Applicable
<PAGE>






                     Independent Auditors . . .    Experts

            (d)      Assets of Registrant . . .    Not Applicable

            (e)      Affiliated Person  . . . .    Not Applicable

            (f)      Principal Underwriter  . .    Not Applicable

       19.  Purchase of Securities Being
            Offered . . . . . . . . . . . . . .    (Prospectus)
                                                   Distribution of the
                                                   Contract

            Offering Sales Load . . . . . . . .    (Prospectus)
                                                   Contingent Deferred
                                                   Sales Charge

       20.  Underwriters  . . . . . . . . . . .    Distribution of the
                                                   Contract

       21.  Calculation of Performance Data

            (a)      Money Market Funded Sub
                     Accounts . . . . . . . . .    Money Market Sub-
                                                   Account
                                                   Standardized Yield
                                                   Calculation

            (b)      Other Sub-Accounts . . . .    Other Sub-Account
                                                   Standardized Yield
                                                   Calculations

       22.  Annuity Payments  . . . . . . . . .    (Prospectus) Fixed
                                                   Dollar Benefit;
                                                   Variable Dollar
                                                   Benefit

          
       23.  Financial Statements  . . . . . . .    Financial
                                                   Statements

           
<PAGE>






          

                          PART C - Other Information
                          --------------------------
           


            Item of Form N-4                       Part C Caption
            ----------------                       --------------

       24.  Financial Statements and Exhibits .    Financial
                                                   Statements and
                                                   Exhibits

            (a)      Financial Statements . . .    Financial
                                                   Statements

            (b)      Exhibits . . . . . . . . .    Exhibits

       25.  Directors and Officers of the          Directors and
            Depositor . . . . . . . . . . . . .    Officers of Annuity
                                                   Investors Life
                                                   Insurance Company

       26.  Persons Controlled By or Under         Persons Controlled
            Common Control With the Registrant     By Or Under Common
                                                   Control With the
                                                   Depositor or
                                                   Registrant

       27.  Number of Owners  . . . . . . . . .    Number of Owners

       28.  Indemnification . . . . . . . . . .    Indemnification

       29.  Principal Underwriters  . . . . . .    Principal
                                                   Underwriter

       30.  Location of Accounts and               Location of
            Records . . . . . . . . . . . . . .    Accounts and
                                                   Records

       31.  Management Services . . . . . . . .    Management Services

       32.  Undertakings  . . . . . . . . . . .    Undertakings

            Signature Page  . . . . . . . . . .    Signature Page
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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




                   Subject to Completion: Dated _____________, 1996

                  ANNUITY INVESTORS(SERVICEMARK) VARIABLE ACCOUNT A
                                          of
                ANNUITY INVESTORS LIFE INSURANCE COMPANY(SERVICEMARK)
                                     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

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

 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

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

     INFORMATION CONTAINED  HEREIN IS  SUBJECT TO  COMPLETION OR  AMENDMENT.   A
     REGISTRATION STATEMENT  RELATING TO THESE  SECURITIES HAS  BEEN FILED  WITH
     THE SECURITIES  AND EXCHANGE COMMISSION  BUT HAS NOT  YET BECOME EFFECTIVE.
     THESE SECURITIES MAY  NOT BE SOLD NOR  MAY OFFERS TO BUY BE  ACCEPTED PRIOR
     TO THE TIME  THE REGISTRATION STATEMENT BECOMES EFFECTIVE.  THIS PROSPECTUS
     SHALL NOT CONSTITUTE  AN OFFER TO SELL OR  THE SOLICITATION OF AN  OFFER TO
     BUY NOR  SHALL THERE BE ANY SALE OF THESE SECURITIES  IN ANY STATE IN WHICH
     SUCH OFFER,  SOLICITATION OR SALE  WOULD BE UNLAWFUL  PRIOR TO REGISTRATION
     OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

     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 _______________, 1996.

     __________________________________________________________________________

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

 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

     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.




























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<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

                                  TABLE OF CONTENTS
     --------------------------------------------------------------------------

                                                                            Page
        
     DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3

     HIGHLIGHTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     6
              The Contract . . . . . . . . . . . . . . . . . . . . . . . .     6
              The Separate Account . . . . . . . . . . . . . . . . . . . .     6
              The Fixed Account  . . . . . . . . . . . . . . . . . . . . .     6
              Transfers Before the Annuity Commencement Date . . . . . . .     7
              Surrenders . . . . . . . . . . . . . . . . . . . . . . . . .     7
              Contingent Deferred Sales Charge ("CDSC")  . . . . . . . . .     7
              Other Charges and Deductions . . . . . . . . . . . . . . . .     7
              Annuity Benefits . . . . . . . . . . . . . . . . . . . . . .     8
              Death Benefit  . . . . . . . . . . . . . . . . . . . . . . .     8
              Federal Income Tax Consequences  . . . . . . . . . . . . . .     8
              Right to Cancel  . . . . . . . . . . . . . . . . . . . . . .     8
              Contacting the Company . . . . . . . . . . . . . . . . . . .     8

     SUMMARY OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . .     9
              Owner Transaction Expenses . . . . . . . . . . . . . . . . .     9
              Examples . . . . . . . . . . . . . . . . . . . . . . . . . .    12

     FINANCIAL STATEMENTS FOR THE COMPANY  . . . . . . . . . . . . . . . .    13

     THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    13
              Janus Aspen Series . . . . . . . . . . . . . . . . . . . . .    14
                      Aggressive Growth Portfolio  . . . . . . . . . . . .    14
                      Worldwide Growth Portfolio . . . . . . . . . . . . .    14
                      Balanced Portfolio . . . . . . . . . . . . . . . . .    14
                      Short-Term Bond Portfolio  . . . . . . . . . . . . .    14
              Dreyfus Funds  . . . . . . . . . . . . . . . . . . . . . . .    14
                      Capital Appreciation Portfolio   . . . . . . . . . .    14
                      The  Dreyfus  Socially  Responsible  Growth Fund,
                      Inc. . . . . . . . . . . . . . . . . . . . . . . . .    14
                      Dreyfus Stock Index Fund . . . . . . . . . . . . . .    14
              Merrill Lynch Variable Series Funds, Inc.  . . . . . . . . .    15
                      Basic Value Focus Fund . . . . . . . . . . . . . . .    15
                      Global Strategy Focus Fund . . . . . . . . . . . . .    15
                      High Current Income Fund . . . . . . . . . . . . . .    15
                      Domestic Money Market Fund.  . . . . . . . . . . . .    15
              Additions, Deletions, or Substitutions . . . . . . . . . . .    16



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                                       Page i 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

     PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . .    16
              Yield Data . . . . . . . . . . . . . . . . . . . . . . . . .    16
              Total Return Data  . . . . . . . . . . . . . . . . . . . . .    17

     ANNUITY INVESTORS LIFE INSURANCE COMPANY AND THE SEPARATE
     ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    17
              Annuity Investors Life Insurance Company . . . . . . . . . .    17
              Published Ratings  . . . . . . . . . . . . . . . . . . . . .    18
              The Separate Account . . . . . . . . . . . . . . . . . . . .    18

     THE FIXED ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . .    19
              Fixed Account Options  . . . . . . . . . . . . . . . . . . .    19
              Renewal of Fixed Account Options . . . . . . . . . . . . . .    19

     THE CONTRACT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    20
              Right to Cancel  . . . . . . . . . . . . . . . . . . . . . .    20

     PURCHASE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .    20
              Purchase Payments  . . . . . . . . . . . . . . . . . . . . .    20
              Allocation of Purchase Payments  . . . . . . . . . . . . . .    21

     ACCOUNT VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . .    21
              Fixed Account Value  . . . . . . . . . . . . . . . . . . . .    21
              Variable Account Value . . . . . . . . . . . . . . . . . . .    21
              Accumulation Unit Value  . . . . . . . . . . . . . . . . . .    22
              Net Investment Factor  . . . . . . . . . . . . . . . . . . .    22

     TRANSFERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
              Telephone Transfers  . . . . . . . . . . . . . . . . . . . .    23
              Dollar Cost Averaging  . . . . . . . . . . . . . . . . . . .    23
              Portfolio Rebalancing  . . . . . . . . . . . . . . . . . . .    24
              Interest Sweep . . . . . . . . . . . . . . . . . . . . . . .    24
              Changes By the Company . . . . . . . . . . . . . . . . . . .    25

     SURRENDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
              Surrender Value  . . . . . . . . . . . . . . . . . . . . . .    25
              Suspension or Delay in Payment of Surrender Value  . . . . .    26
              Free Withdrawal Privilege  . . . . . . . . . . . . . . . . .    26
              Systematic Withdrawal  . . . . . . . . . . . . . . . . . . .    27

     CONTRACT LOANS  . . . . . . . . . . . . . . . . . . . . . . . . . . .    27

     DEATH BENEFIT . . . . . . . . . . . . . . . . . . . . . . . . . . . .    27
              When A Death Benefit Will Be Paid  . . . . . . . . . . . . .    27
              Death Benefit Values . . . . . . . . . . . . . . . . . . . .    28
              Death Benefit Commencement Date  . . . . . . . . . . . . . .    29

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                                       Page ii
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              Form of Death Benefit  . . . . . . . . . . . . . . . . . . .    29
              Beneficiary  . . . . . . . . . . . . . . . . . . . . . . . .    29

     CHARGES AND DEDUCTIONS  . . . . . . . . . . . . . . . . . . . . . . .    29
              Contingent Deferred Sales Charge ("CDSC")  . . . . . . . . .    29
              Maintenance and Administrative Charges . . . . . . . . . . .    31
              Mortality and Expense Risk Charge  . . . . . . . . . . . . .    31
              Premium Taxes  . . . . . . . . . . . . . . . . . . . . . . .    32
              Transfer Fee . . . . . . . . . . . . . . . . . . . . . . . .    32
              Fund Expenses  . . . . . . . . . . . . . . . . . . . . . . .    32

     SETTLEMENT OPTIONS  . . . . . . . . . . . . . . . . . . . . . . . . .    33
              Annuity Commencement Date  . . . . . . . . . . . . . . . . .    33
              Election of Settlement Option  . . . . . . . . . . . . . . .    33
              Benefit Payments . . . . . . . . . . . . . . . . . . . . . .    33
              Fixed Dollar Benefit . . . . . . . . . . . . . . . . . . . .    33
              Variable Dollar Benefit  . . . . . . . . . . . . . . . . . .    34
              Settlement Options . . . . . . . . . . . . . . . . . . . . .    34
              Minimum Amounts  . . . . . . . . . . . . . . . . . . . . . .    35
              Settlement Option Tables . . . . . . . . . . . . . . . . . .    35

     GENERAL PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . .    36
              Non-participating  . . . . . . . . . . . . . . . . . . . . .    36

     Misstatement  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    36
              Proof of Existence and Age . . . . . . . . . . . . . . . . .    36
              Discharge of Liability . . . . . . . . . . . . . . . . . . .    36
              Transfer of Ownership  . . . . . . . . . . . . . . . . . . .    36
                      Non-Qualified Contract . . . . . . . . . . . . . . .    36
                      Qualified Contract . . . . . . . . . . . . . . . . .    36
              Assignment . . . . . . . . . . . . . . . . . . . . . . . . .    36
                      Non-Qualified Contract . . . . . . . . . . . . . . .    36
                      Qualified Contract . . . . . . . . . . . . . . . . . .  37
              Annual Report  . . . . . . . . . . . . . . . . . . . . . . .    37
              Incontestability . . . . . . . . . . . . . . . . . . . . . .    37
              Entire Contract  . . . . . . . . . . . . . . . . . . . . . .    37
              Changes -- Waivers . . . . . . . . . . . . . . . . . . . . .    37
              Notices and Directions . . . . . . . . . . . . . . . . . . .    37

     FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . .    38
              Introduction . . . . . . . . . . . . . . . . . . . . . . . .    38
              Taxation of Annuities In General . . . . . . . . . . . . . .    38
              Surrenders . . . . . . . . . . . . . . . . . . . . . . . . .    39
                      Qualified Contracts  . . . . . . . . . . . . . . . .    39
                      Non-Qualified Contracts  . . . . . . . . . . . . . .    39
              Annuity Benefit Payments . . . . . . . . . . . . . . . . . .    39

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                                       Page iii
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              Penalty Tax  . . . . . . . . . . . . . . . . . . . . . . . .    39
              Taxation of Death Benefit Proceeds . . . . . . . . . . . . .    39
              Transfers, Assignments, or Exchanges of the Contract . . . .    40
              Qualified Contracts - General  . . . . . . . . . . . . . . .    40
              Texas Optional Retirement Program  . . . . . . . . . . . . .    40
              Individual Retirement Annuities  . . . . . . . . . . . . . .    40
              Tax-Sheltered Annuities  . . . . . . . . . . . . . . . . . .    40
              Corporate Pension  and Profit  Sharing Plans  and H.R.  10
              Plans  . . . . . . . . . . . . . . . . . . . . . . . . . . .    40
              Certain Deferred Compensation Plans  . . . . . . . . . . . .    40
              Withholding  . . . . . . . . . . . . . . . . . . . . . . . .    41
              Possible Changes in Taxation . . . . . . . . . . . . . . . .    41
              Other Tax Consequences . . . . . . . . . . . . . . . . . . .    41
              General  . . . . . . . . . . . . . . . . . . . . . . . . . .    41

     DISTRIBUTION OF THE CONTRACT  . . . . . . . . . . . . . . . . . . . .    41

     LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . .    42

     VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . .    42

     AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . .    43

     STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . .    43
         






















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                                       Page iv
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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                                     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.


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                                       Page 3 
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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     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 

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                                       Page 4 
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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                      (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.





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                                       Page 5 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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                                     HIGHLIGHTS

     The Contract

              The  Commodore Mariner  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 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 Variable Account A is a Separate Account of  the
              Company that  is divided into  Sub-Accounts.   (See "The  Separate
              Account,"  page  __.)    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

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                                       Page 6 
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              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 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  __.   For
              more  information about the  Funds, see "The Funds,"  page __, 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 __.)

     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 __.)

              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 __.)

     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

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                                       Page 7 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

              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  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 __.)

     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 __.)

     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," p. ______.)
         
              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,"  p.
              _______.)

              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.


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                                       Page 8 
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              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 __.)

     Annuity Benefits

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

     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 __)

     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 __.)
         
     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 __.)

     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.



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                                       Page 9 
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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              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 __.)





































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                                       Page 10
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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                                 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.

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                                       Page 11
<PAGE>






     <TABLE>
     <CAPTION>
     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                            PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

       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










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

                                                                   Page 12
     </TABLE>
<PAGE>






     <TABLE>
     <CAPTION>
     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                            PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

       Fund Annual Expenses3 (as a
       percentage of Fund average
       net assets after fee waiver
       and/or expense reimburse-
       ment, 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






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


                                                                   Page 13
     </TABLE>
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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     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 _____  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 __.)
              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 __.)
              The  Company imposes  no  Administration Charge  but  reserves the
     right to impose an annual Administration Charge not to exceed 0.20% of  the
     Net Asset 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;

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     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;
     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.

































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     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:

       Sub-Account                                    1 Year         3 Years
       -----------                                    ------         -------

       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             $ 95           $130
       Portfolio

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

       Dreyfus Stock Index Fund                        $ 87           $104

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

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

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

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



                                       

     4        The examples assume the reinvestment of all dividends and
     distributions, no transfers among Sub-Accounts or between Accounts, 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.

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              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:

       Sub-Account                                    1 Year         3 Years
       -----------                                    ------         -------

       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             $ 25           $ 80
       Portfolio

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

       Dreyfus Stock Index Fund                        $ 17           $ 54

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

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

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

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


              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.



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                         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

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              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.


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              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

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     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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              bonds.   For  further  discussion  of the  risks  associated  with
              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.




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     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.


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                               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


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              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 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 Life
              Insurance Company  which is a wholly-owned  subsidiary of American
              Annuity Group, 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.



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     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  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
              Account is  entirely independent of the  investment performance of

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              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 __.)  Changes to the Sub-Accounts may be made at the
              discretion  of  the  Company.    (See  "Additions,  Deletions,  or
              Substitutions," page __.)


                                  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.



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     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.



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                                     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

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              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."





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     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.


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              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


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              (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.


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              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.


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              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.

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              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.




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              The Surrender Value at any time is an amount equal to:
                      (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 ____.)

              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 ___.)

     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.



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              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
              withdrawn exceeds the Free  Withdrawal Privilege (See "Charges and

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              Deductions," page  __.)    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 __.)


                                    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;


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              (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;

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              (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 ___.)

              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

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              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

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              first to  accumulated earnings  (which may be  surrendered without
              charge) and  then to  Purchase Payments on  a first-in,  first-out
              basis.

          Number of Full Years Elapsed        Contingent Deferred Sales Charge
       Between Date of Receipt of Purchase     as a Percentage of Associated
        Payment and Date Written Request                  Purchase
             for Surrender Received                 Payment Surrendered

                        0                                    7%

                        1                                    6%

                        2                                    5%

                        3                                    4%

                        4                                    3%

                        5                                    2%

                        6                                    1%

                    7 or more                                0%


              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
              _________.)

              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.

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              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.  
         


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

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              Net  Asset  Value  of  each  Sub-Account  and   the  expense  risk
              component  is 0.20%.   The  Mortality and  Expense Risk  Charge is
              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

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              applicable  premium  taxes  from  the  Account Value  either  upon
              death, surrender, annuitization, or  at the time Purchase Payments
              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 _.)


                                  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),


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              described  below,  with a  fixed period  of  120  monthly payments
              assured.

     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.



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              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.

     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

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              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),
              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

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                               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.
         

              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.








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     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.


                                  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.





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     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.

              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.







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              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.

     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.



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              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
              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

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              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
              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.



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     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
              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.

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     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.  

     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


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              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.

     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).




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     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.

     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, Inc.,  a  publicly traded
              company  which is  an  indirect subsidiary  of  American Financial
              Group, Inc.  AAG Securities is registered with the Securities  and

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              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
              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


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              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.

              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

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

                                       Page 61
<PAGE>




     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

              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.

                         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 . . . . . . . . . .     1
                      General Information and History  . . . . . . . . . .     1
                      State Regulation . . . . . . . . . . . . . . . . . .     1

              SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . .     1
                      Safekeeping of Separate Account Assets . . . . . . .     1
                      Records and Reports  . . . . . . . . . . . . . . . .     2
                      Experts  . . . . . . . . . . . . . . . . . . . . . .     2

              DISTRIBUTION OF THE CONTRACTS  . . . . . . . . . . . . . . .     2

              CALCULATION OF PERFORMANCE INFORMATION . . . . . . . . . . .     2
                      Money   Market  Sub-Account   Standardized  Yield
                      Calculation  . . . . . . . . . . . . . . . . . . . .     2
                      Other Sub-Account Standardized Yield Calculations  .     3
                      Standardized Total Return Calculation  . . . . . . .     4
                      Hypothetical Performance Data  . . . . . . . . . . .     4
                      Other Performance Data . . . . . . . . . . . . . . .     5

              FEDERAL TAX MATTERS  . . . . . . . . . . . . . . . . . . . .     6
                      Taxation of the Company  . . . . . . . . . . . . . .     7
                      Tax Status of the Contract . . . . . . . . . . . . .     7

              FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .     8


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                                       Page 62
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

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

              Copies   of  the   Statement  of   Additional  Information   dated
              _______________, 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,  P.O.   Box  5423,
              Cincinnati, Ohio 45201-5423.


     Name:      __________________________________________________

     Address:   __________________________________________________

     City:      __________________________________________________

     State:     __________________________________________________

     Zip:       __________________________________________________




























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                                       Page 63
<PAGE>






     <TABLE>
     <CAPTION>

     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.

      Terms of           Semi-                     Terms of           Semi-
      Payments  Annual   Annual  Quarterly Monthly Payments  Annual   Annual  Quarterly Monthly
        -----   ------   ------  --------- ------- --------  ------   ------  --------- -------
     <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

      Terms of           Semi-
      Payments  Annual  Annual  Quarterly Monthly
      --------  ------  ------  --------- -------
     <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
















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                                                                   Page 64
     </TABLE>
<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





















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                                       Page 65
<PAGE>






     <TABLE>
     <CAPTION>

     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                                        PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------------------

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


                                                                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           $4.56    $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.






















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

                                                                   Page 66
     </TABLE>
<PAGE>






     <TABLE>
     <CAPTION>

     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                                        PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------------------


     Non-Qualified Contracts

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


       Terms of            Semi-                        Terms of           Semi-
       Payments   Annual   Annual  Quarterly  Monthly   Payments  Annual  Annual  Quarterly  Monthly
       --------   ------   ------  ---------  -------   --------  ------  ------  ---------  -------
      <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

       Terms of           Semi-
       Payments  Annual  Annual  Quarterly  Monthly
       --------  ------  ------  ---------  -------
      <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 67
     </TABLE>
<PAGE>






     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                     PROSPECTUS

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

                           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






















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                                       Page 68
<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























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                                       Page 69
<PAGE>






     <TABLE>
     <CAPTION>

     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                                        PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------------------


                                             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.























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                                                                   Page 70
     </TABLE>
<PAGE>






     <TABLE>
     <CAPTION>

     INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                                                                        PROSPECTUS
     ------------------------------------------------------------------------------------------------------------------------------


                                   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.






















     -------------------------------------------------------------------------------------------------------------------------------
                                                                   Page 71
     </TABLE>
<PAGE>










                     Subject to Completion:  Dated _______, 1996

                         ANNUITY INVESTORS 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 and Commodore  Americus,
     Individual  Flexible   Premium  Deferred  Annuity   Contracts  (each,   the
     "Contract") offered  by Annuity Investors  Life Insurance Company.   A copy
     of the Prospectus  dated ______________, 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 _____________, 1996




     INFORMATION CONTAINED  HEREIN IS  SUBJECT TO  COMPLETION OR  AMENDMENT.   A
     REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN FILED  WITH
     THE SECURITIES  AND EXCHANGE COMMISSION  BUT HAS NOT  YET BECOME EFFECTIVE.
     THESE  SECURITIES MAY NOT BE  SOLD NOR MAY OFFERS  TO BUY BE ACCEPTED PRIOR
     TO THE TIME THE REGISTRATION  STATEMENT BECOMES EFFECTIVE.   THIS STATEMENT
     OF  ADDITIONAL INFORMATION  SHALL NOT  CONSTITUTE AN  OFFER TO SELL  OR THE
     SOLICITATION OF  AN OFFER  TO  BUY NOR  SHALL THERE  BE ANY  SALE OF  THESE
     SECURITIES IN ANY STATE  IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO  REGISTRATION OR QUALIFICATION UNDER  THE SECURITIES LAWS
     OF ANY SUCH STATE.
<PAGE>






                                  TABLE OF CONTENTS

                                                                            Page

     ANNUITY INVESTORS LIFE INSURANCE COMPANY  . . . . . . . . . . . . . .     1
              General Information and History  . . . . . . . . . . . . . .     1
              State Regulation . . . . . . . . . . . . . . . . . . . . . .     1

     SERVICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
              Safekeeping of Separate Account Assets . . . . . . . . . . .     1
              Records and Reports  . . . . . . . . . . . . . . . . . . . .     2
              Experts  . . . . . . . . . . . . . . . . . . . . . . . . . .     2

     DISTRIBUTION OF THE CONTRACTS . . . . . . . . . . . . . . . . . . . .     2

     CALCULATION OF PERFORMANCE INFORMATION  . . . . . . . . . . . . . . .     2
              Money Market Sub-Account Standardized Yield Calculation  . .     2
              Other Sub-Account Standardized Yield Calculations  . . . . .     3
              Standardized Total Return Calculation  . . . . . . . . . . .     4
              Hypothetical Performance Data  . . . . . . . . . . . . . . .     4
              Other Performance Data . . . . . . . . . . . . . . . . . . .     5

     FEDERAL TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . .     6
              Taxation of the Company  . . . . . . . . . . . . . . . . . .     7
              Tax Status of the Contract . . . . . . . . . . . . . . . . .     7

     FINANCIAL STATEMENTS  . . . . . . . . . . . . . . . . . . . . . . . .     8


























                                        - i -
<PAGE>






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


                       ANNUITY INVESTORS LIFE INSURANCE COMPANY

     General Information and History

     Annuity Investors  Life Insurance Company  (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,
     Inc. ("AAG") a  Delaware corporation that  is a  publicly traded  insurance
     holding  company.    Great  American 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.

     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"),
<PAGE>






     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.

     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:  



                                        - 2 -
<PAGE>






                                                 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 Calculations

     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:

                                        a-b   6
     Where:                    YIELD=2[(---+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
     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.



                                        - 3 -
<PAGE>






     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.

     This  type of hypothetical  performance data  may be  disclosed on  both an
     average   annual  total  return  and  a   cumulative  total  return  basis.

                                        - 4 -
<PAGE>






     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
     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

                                        - 5 -
<PAGE>






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





                                        - 6 -
<PAGE>






                                 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
     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.


                                        - 7 -
<PAGE>






     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.








                                        - 8 -
<PAGE>















                            Statutory Financial Statements


                       ANNUITY INVESTORS LIFE INSURANCE COMPANY


                        Years ended December 31, 1995 and 1994





































                                        - 9 -
<PAGE>






                           REPORT OF INDEPENDENT AUDITORS

     Board of Directors
     Annuity Investors Life Insurance Company

     We have  audited the accompanying statutory-basis balance sheets of Annuity
     Investors Life  Insurance Company ("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



                                        - 10 -
<PAGE>






                       ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                    BALANCE SHEETS
                                   STATUTORY BASIS 

     <TABLE>
     <CAPTION>
                                                                              December 31,             
                                                                        -------------------------------
     ASSETS                                                             1995                    1994
                                                                        ----                    ----
     <S>                                                            <C>                       <C>
     Cash and investments:       
          Fixed Maturities - at amortized cost
          (market value: $8,648,412
          and $7,545,390)                                           $ 8,554,641              $8,291,079
          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






                                        - 11 -
<PAGE>






                                                   ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                                            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 gains                                                  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







                                        - 12 -
<PAGE>








                                                   ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                                 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














                                        - 13 -
<PAGE>






                                                   ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                                           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                                                        (29,837)
                                                                                        47,151       ---------
                                                                                     --------- 
            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                                           3,023,817 
                                                                                       505,522   -------------
                                                                                   ----------- 

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


     </TABLE>






     See notes to statutory financial statements




                                        - 14 -
<PAGE>







                       ANNUITY INVESTORS LIFE INSURANCE COMPANY
                       NOTES TO STATUTORY FINANCIAL STATEMENTS

     A.  ACCOUNTING POLICIES

     BASIS OF PRESENTATION   Annuity Investors Life Insurance Company ("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
     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.





                                        - 15 -
<PAGE>






                       ANNUITY INVESTORS LIFE INSURANCE COMPANY
                 NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

     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
     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.




                                        - 16 -
<PAGE>







                       ANNUITY INVESTORS LIFE INSURANCE COMPANY
                 NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED

     D.  RELATED PARTY TRANSACTIONS

     On  December 30,  1993,  AILIC entered  into  a reinsurance  agreement with
     Great  American  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  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.

     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:



                                        - 17 -
<PAGE>






     <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
                                                                          =============          ============

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


                                                                            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
                                                                         =============           ===========
     </TABLE>







                                        - 18 -
<PAGE>






                       ANNUITY INVESTORS LIFE INSURANCE COMPANY
                 NOTES TO STATUTORY FINANCIAL STATEMENTS - CONTINUED


                     
     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:
     <TABLE>
     <CAPTION>
                                                                
                                                                     Net Income       Capital and Surplus   
                                                                 ----------------     ---------------------
                                                                     
                                                                1995          1994         1995       1994     
                                                                ----         -----         ----       ----     

     <S>                                                      <C>         <C>              <C>          <C>    
     As reported on a statutory basis                          $146,94    $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>










                                        - 19 -
<PAGE>






     PART C
     Other Information

     Item 24.  Financial Statements and Exhibits

     (a)      Financial Statements

              All required  financial statements are included in Parts A or B of
              this Registration Statement.

     (b)      Exhibits

              (1)     Resolution of the Board of Directors  of Annuity Investors
                      Life   Insurance  Company   authorizing  establishment  of
                      Annuity Investors Variable Account A.*****

              (2)     Not Applicable.

              (3)     (a)      Distribution Agreement  between Annuity Investors
                               Life  Insurance  Company   and  AAG   Securities,
                               Inc.******  
        
                      (b)      Form  of   Selling  Agreement   between   Annuity
                               Investors    Life    Insurance    Company,    AAG
                               Securities, Inc. and another Broker-Dealer.**  

              (4)     Individual Contract Forms.

                      (a)      Form  of  Qualified  Individual  Flexible Premium
                               Deferred Annuity Contract.** 

                      (b)      Form of Non-Qualified Individual Contract.**

         
              (5)     Endorsements to Individual Contracts

        
                      (a)      Form   of   Loan   Endorsement    to   Individual
                               Contract.**

                      (b)      Form  of  Tax  Sheltered Annuity  Endorsement  to
                               Individual Contract.**
         
        
                      (c)      Form of  Qualified  Pension, Profit  Sharing  and
                               Annuity Plan Endorsement to  Qualified Individual
                               Contract.**
                                       

     *****    Filed with Form N-4 on December 27, 1995.

     ******   Filed with Pre-Effective Amendment No. 1 on June 26, 1996.

                                        - 20 -
<PAGE>






                      (d)      Form of Employer  Plan Endorsement to  Individual
                               Contract**

                      (e)      Form    of    Individual    Retirement    Annuity
                               Endorsement to Individual Contract.**

                      (f)      Form  of   Texas  Optional   Retirement   Program
                               Endorsement to Individual Contract.**

                      (g)      Form   of  Long-Term   Care   Waiver   Rider   to
                               Individual Contract.**

              (6)     (a)      Form  of  Application  for   Individual  Flexible
                               Premium Deferred Annuity Contract.**
         
              (7)     (a)      Articles of  Incorporation of  Annuity  Investors
                               Life Insurance Company.*

                      (b)      Code  of  Regulations of  Annuity  Investors Life
                               Insurance Company.*

              (8)     (a)      Participation    Agreement    between     Annuity
                               Investors  Life  Insurance  Company  and  Dreyfus
                               Variable Investment Fund.*

                      (b)      Participation    Agreement     between    Annuity
                               Investors  Life  Insurance  Company  and  Dreyfus
                               Stock Index Fund.*

                      (c)      Participation    Agreement     between    Annuity
                               Investors  Life Insurance Company and The Dreyfus
                               Socially Responsible Fund, Inc.*
        
                      (d)      Participation    Agreement    between     Annuity
                               Investors Life Insurance  Company and Janus Aspen
                               Series.**

                      (e)      Amended  and   Restated  Participation  Agreement
                               between Annuity Investors Life  Insurance Company
                               and Merrill Lynch Variable Series Funds, Inc.**

                      (f)      Agreement   between    Annuity   Investors   Life
                               Insurance  Company   and  Merrill   Lynch   Asset
                               Management, L.P.**
         
                      (g)      Service Agreement between Annuity  Investors Life
                               Insurance  Company  and  American  Annuity Group,
                               Inc.*

                      (h)      Agreement  between AAG  Securities, Inc.  and AAG
                               Insurance Agency, Inc.*


                                        - 21 -
<PAGE>






                      (i)      Investment  Service   Agreement  between  Annuity
                               Investors  Life  Insurance  Company  and American
                               Annuity Group, Inc.*

              (9)     Opinion and Consent of Counsel.*
        
              (10)    Consent of Independent Auditors.**
         
              (11)    No financial statements are omitted from Item 23. 

              (12)    Not Applicable.

              (13)    Not Applicable.

              (14)    Not Applicable.






































                                        - 22 -
<PAGE>



     Item 25.         Directors   and   Officers  of   Annuity   Investors  Life
                      Insurance Company
     <TABLE>
                                         Principal       Positions and Offices
               Name                   Business Address      With the Company   
               ----                   ----------------   ---------------------

       <S>                                  <C>          <C>

       Robert Allen Adams                   (1)          President, Director

       Stephen Craig Lindner                (1)          Director

       William Jack Maney, II               (1)          Assistant Treasurer and
                                                         Director

       James Michael Mortensen              (1)          Executive Vice President,
                                                         Assistant Secretary and
                                                         Director

       Mark Francis Muething                (1)          Senior Vice President, Secretary, General
                                                         Counsel and Director

       Jeffrey Scott Tate                   (1)          Director

       Thomas Kevin Liguzinski              (1)          Senior Vice President

       Charles Kent McManus                 (1)          Senior Vice President

       Robert Eugene Allen                  (1)          Vice President and Treasurer

       Arthur Ronald Greene, III            (1)          Vice President

       Betty Marie Kasprowicz               (1)          Vice President and Assistant Secretary

       Michael Joseph O'Connor              (1)          Vice President and Chief Actuary

       Lynn Edward Laswell                  (1)          Assistant Vice President and Assistant
                                                         Treasurer

     </TABLE>

     ========================                           
     (1)      P.O. Box 5423, Cincinnati, Ohio  45201-5423.

     Item 26.         Persons Controlled  by or  Under Common  Control With  the
                      Depositor or Registrant.

     The Depositor,  Annuity Investors  Life Insurance  Company, is  a   wholly-
     owned subsidiary  of Great  American Life Insurance  Company,   which is  a
     wholly-owned subsidiary  of American Annuity  Group, Inc.  The  Registrant,
     Annuity Investors  Separate Account  A, is  a segregated  asset account  of
     Annuity Investors Life Insurance Company.  

              The following chart indicates  the persons controlled by or  under
     common control with the Company.



                                        - 23 -
<PAGE>







     <TABLE>
     <CAPTION>

                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
     <S>                                        <C>                   <C>            <C>     <C>
      American Financial Corporation            Ohio                  11/15/55       100     Holding Company
        American Barge & Towing Company         Ohio                  03/25/82       100     Inactive
         Spartan Transportation Corporation     Ohio                  07/19/83       100     Mgmt-River Transportation Equipment
        American Financial Corporation          Ohio                  08/27/63       100     Inactive
        American Money Management Corporation   Ohio                  03/01/73       100     Investment Management
        American Money Management               Netherland Antilles   05/10/85       100     Securities Management
        International, N.V.
        Chiquita Brands International, Inc. (andNew Jersey            03/30/99     44.86(2)  Production/Processing/Distribution of
        subsidiaries)                                                                        Food Products
        Citicasters Inc.                        Florida               06/18/80     37.47(2)  Holding Company
          FMI Pennsylvania, Inc.                Pennsylvania          11/19/75       100     Holding Company
          GACC-340, Inc.                        Delaware              06/09/88       100     Co-Owner Corporate Aircraft
          GACC-N26LB, Inc.                      Delaware              02/02/88       100     Co-Owner Corporate Aircraft
          Citicasters Corp.                     Delaware              12/18/90       100     Holding Company
           Citicasters Co.                      Ohio                  12/22/83       100     Operation of Television/Radio Stations
            Taft-TCI Satellite                  Colorado              12/17/81       100     Satellite Communications
            Services, Inc.
            Great American Television           California            03/19/81       100     Television Program Development
            Productions, Inc.
            Cine Films, Inc.                    California            05/15/75       100     Prod./Motion Picture/Television Films
            Cine Guarantors, Inc.               California            01/06/71       100     Financial Bonding
            Cine Guarantors II, Inc.            California            09/04/75       100     Inactive
            Great American Merchandising        New York              09/04/81       100     Inactive
            Group, Inc.
            Location Productions, Inc.          California            08/07/68       100     Prod./Motion Picture/Television Films
            Location Productions II, Inc.       California            05/15/75       100     Prod./Motion Picture/Television Films
            The Sy Fisher Company Agency, Inc.  California            07/31/72       100     Inactive
            VTTV Productions                    California            01/30/78       100     Inactive
        Dixie Terminal Corporation              Ohio                  04/23/70       100     Commercial Leasing
        Fairmont Holdings, Inc.                 Ohio                  12/15/83       100     Holding Company
         Fairmont Pa. Holdings, Inc.            Pennsylvania          08/18/83       100     Holding Company
        FWC Corporation                         Ohio                  03/16/83       100     Financial Services
        Great American Holding Corporation      Ohio                  11/30/77       100     Holding Company
           Great American Insurance Company     Ohio                  3/7/1872       100     Property/Casualty Insurance
           A B I Group, Inc.                    Minnesota             07/27/78       100     Inactive
            American Business Risk Services,    Minnesota             04/19/78       100     Inactive
            Inc.
            American Insurance Management       Minnesota             11/16/82       100     Inactive
            Agency, Inc.
            Consolidated Underwriters, Inc.     Texas                 10/14/80       100     Inactive
           Agricultural Excess and Surplus      Delaware              02/28/79       100     Excess & Surplus Lines Insurance
           Insurance Company
           Agricultural Insurance Company       Ohio                  03/23/05       100     Property/Casualty Insurance
           American Alliance Insurance Company  Arizona               09/11/45       100     Property/Casualty Insurance

                                        - 24 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
            American Annuity Group, Inc.        Delaware              05/15/87    81.43(2)   Holding Company
             AAG Insurance Agency, Inc.         Kentucky              12/06/94       100     Life Insurance Agency
              AAG Insurance Agency of           Massachusetts         05/25/95       100     Insurance Agency
                Massachusetts, Inc.
            AAG Securities, Inc.                Ohio                  12/10/93       100     Broker-Dealer
            CSW Management Services, Inc.       Texas                 06/27/85       100     Pre-need Trust Admin. Services
            GALIC Disbursing Company            Ohio                  05/31/94       100     Payroll Servicer
            Great American Life Insurance       Ohio                  12/15/59       100     Life Insurance
            Company
              Annuity Investors Life Insurance  Ohio                  11/31/81       100     Life Insurance Company
              Company
              CHATBAR, Inc.                     Massachusetts         11/02/93       100     Hotel Operator
                                                                                 beneficial
              Driskill Holding, Inc.            Texas                 06/07/95    interest   Hotel Management
              GALIC Brothers, Inc.              Ohio                  11/12/93       80      Real Estate Management
              GALIC Life Insurance Company      Ohio                  06/21/94       100     Life Insurance Co. (License Pending)
              Great American Life Assurance     California            08/10/67       100     Life Insurance Company
              Company
              Loyal American Life Insurance     Alabama               05/18/55       100     Life Insurance Company
              Company
               ADL Financial Services, Inc.     North Carolina        09/10/70       100     Marketing Services
               Purity Financial Corporation     Florida               12/21/91       100     Marketing Services
              Prairie National Life             South Dakota          02/11/76       100     Life Insurance Company
              Insurance Company
               American Memorial Life Insurance South Dakota          03/18/59       100     Life Insurance Company
               Company
                 Assured Security Life          South Dakota          05/12/78       100     Life Insurance Company
                 Insurance Company, Inc.
                 Great Western Life Insurance   Montana               05/01/80       100     Life Insurance Company
                 Company
                 Rushmore National Life         South Dakota          04/16/37       100     Life Insurance Company
                 Insurance Company
            International Funeral Associates,   Delaware              05/07/86       100     Coop. Buying Funeral Dirs.
            Inc.
            Laurentian Capital Corporation      Delaware              04/13/87       100     Inactive
            Laurentian Credit Services          Delaware              10/07/94       100     Inactive
            Corporation
            Laurentian Investment Services,     Delaware              06/15/90       100     Pre-need Trust Services
            Inc.
            Laurentian Marketing Services, Inc. Delaware              12/23/87       100     Marketing Services
            Laurentian Securities Corporation   Delaware              01/30/90       100     Inactive
            Lifestyle Financial Investments,    Ohio                  12/29/93       100     Marketing Services
            Inc.
              Lifestyle Financial Investments   Ohio                  03/07/94   beneficial  Life Insurance Agency
              Agency of Ohio, Inc.                                                 interest
              Lifestyle Financial Investments
              of Alabama, Inc.                  Alabama               09/22/95       100     Life Insurance Agency
              Lifestyle Financial Investments
              of Indiana, Inc.                  Indiana               02/24/94       100     Life Insurance Agency

                                        - 25 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
              Lifestyle Financial Investments   Kentucky              10/03/94       100     Insurance Agency
              of Kentucky, Inc.
              Lifestyle Financial               Minnesota             06/10/85       100     Insurance Agency
              Investments of the 
              Northwest, Inc.
              Lifestyle Financial               North Carolina        07/13/94       100     Insurance Agency
              Investments of the 
              Southeast, Inc.
            Loyal Marketing Services, Inc.      Alabama               07/20/90       100     Marketing Services
            Prairie States Marketing Services,  Washington            06/19/80       100     Marketing Services
            Inc.
            Purple Cross Insurance Agency, Inc. Delaware              11/07/89       100     Insurance Agency
            Retirement Resources Group, Inc.    Indiana               02/07/95       100     Insurance Agency
              RRG of Texas, Inc.                Texas                 06/02/95       100     Life Insurance Agency
            SPELCO (UK) Ltd.                    United Kingdom        00/00/00       99      Inactive
            SWTC, Inc.                          Delaware              00/00/00       100     Inactive
            SWTC Hong Kong Ltd.                 Hong Kong             00/00/00       100     Inactive
            Technomil Ltd.                      Delaware              00/00/00       100     Inactive
           American Custom Insurance Services   Ohio                  07/27/83       100     Management Holding Company
           Holding Company
            American Custom Insurance Services  California            05/18/92       100     Insurance Agency & Brokerage
            California, Inc.
            Eden Park Insurance Brokers, Inc.   California            02/13/90       100     Wholesale Brokerage for Surplus Lines
            Professional Risk Brokers, Inc.     Illinois              03/01/90       100     Insurance Agency
            Professional Risk Brokers           Massachusetts         04/19/94       100     Surplus Lines Brokerage
            insurance, Inc.
            Professional Risk Brokers of        Connecticut           07/09/92       100     Insurance Agency & Brokerage
            Connecticut, Inc.
            Professional Risk Brokers of Ohio,  Ohio                  12/17/86       100     Insurance Agency and Brokerage
            Inc.
            Utility Insurance Services, Inc.    Texas                 04/06/95     100 (2)   Texas Local Recording Agency
            Utility Management Services, Inc.   Texas                 09/07/65       100     Texas Managing General Agency
           American Custom Insurance Services   Illinois              07/08/92       100     Underwriting Office
           Illinois, Inc.
           American Dynasty Surplus Lines       Delaware              1/12/82        100     Excess & Surplus Lines Insurance
           Insurance Company
           American Empire Surplus Lines        Delaware              07/15/77       100     Excess & Surplus Lines Insurance
           Insurance Company
            American Empire Insurance Company   Ohio                  11/26/79       100     Property/Casualty Insurance
              Stonewall Underwriters, Inc.      Texas                 05/19/75       100     Insurance Agency
            Fidelity Environmental Insurance    New Jersey            06/30/87       100     Property/Casualty Insurance
            Company
           American Financial Enterprises, Inc. Connecticut           1871        82.62(2)   Closed End Investment Company
           American Insurance Agency, Inc.      Kentucky              07/27/67       100     Insurance Agency
           American National Fire Insurance     New York              08/22/47       100     Property/Casualty Insurance
           Company
           American Special Risk, Inc.          Illinois              12/29/81       100     Insurance Broker/Managing General
                                                                                             Agency


                                        - 26 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
            American Special Risk 1 of Arizona, Arizona               02/06/90       100     Inactive
            Inc.
           American Spirit Insurance Company    Indiana               04/05/88       100     Property/Casualty Insurance
           Brothers Property Corporation        Ohio                  09/08/87       80      Real Estate Investment
            Brothers Barrington Corporation     Oklahoma              03/18/94       100     Real Estate Holding Corporation
            Brothers Cincinnatian Corporation   Ohio                  01/25/94       100     Hotel Manager
            Brothers Columbine Corporation      Oklahoma              03/18/94       100     Real Estate Holding Corporation
            Brothers Landing Corporation        Louisiana             02/24/94       100     Real Estate Holding Corporation
            Brothers Pennsylvanian Corporation  Pennsylvania          12/23/94       100     Real Estate Holding Corporation
            Brothers Port Richey Corporation    Florida               12/06/93       100     Apartment Manager
            Brothers Property Management        Ohio                  09/25/87       100     Real Estate Management
            Corporation
            Brothers Railyard Corporation       Texas                 12/14/93       100     Apartment Manager
           Crop Managers Insurance Agency, Inc. Kansas                08/09/89       100     Insurance Agency
           Dempsey & Siders Agency, Inc.        Ohio                  05/09/56       100     Insurance Agency
           Eagle American Insurance Company     Ohio                  07/01/87       100     Property/Casualty Insurance
           Eden Park Insurance Company          Indiana               01/08/90       100     Special Risk Surplus Lines
           FCIA Management Company, Inc.        New York              09/17/91       79      Servicing Agent
           The Gains Group, Inc.                Ohio                  01/26/82       100     Marketing of Advertising
           Great American Lloyd's, Inc.         Texas                 08/02/83       100     Attorney-in-Fact--Texas Lloyd's Company
           Great American Lloyd's Insurance     Texas                 10/09/79   beneficial  Lloyd's Plan Insurer
           Company                                                                interest
           Great American Management Services,  Ohio                  12/05/74       100     Data Processing and Equipment Leasing
           Inc.
            American Payroll Services, Inc.     Ohio                  02/20/87       100     Payroll Services
           Great American Re Inc.               Delaware              05/14/71       100     Reinsurance Intermediary
           Great American Risk Management, Inc. Ohio                  04/21/80       100     Insurance Risk Management
           Great Texas County Mutual            Texas                 04/29/54   beneficial  Property/Casualty Insurance
           Insurance Company                                                      interest
           Grizzly Golf Center, Inc.            Ohio                  11/08/93       100     Operate Golf Courses
           Homestead Snacks Inc.                California            03/02/79     100 (2)   Meat Snack Distribution
            Giant Snacks, Inc.                  Delaware              07/06/89       100     Meat Snack Distribution
           Key Largo Group, Inc.                Florida               07/28/81       100     Land Developer & Resort Operator
            Key Largo Group Utility Company     Florida               11/26/84       100     Water & Sewer Utility
           Mid-Continent Casualty Company       Oklahoma              02/26/47       100     Property/Casualty Insurance
            Mid-Continent Insurance Company     Oklahoma              08/13/92       100     Property/Casualty Insurance
            Oklahoma Surety Company             Oklahoma              08/05/68       100     Property/Casualty Insurance
                                                                                             Design, Marketing & Servicing of Comp.
           Millenium Dynamics, Inc.             Ohio                  7/31/95        100     Software
           National Interstate Corporation      Ohio                  01/26/89       51      Holding Company
            American Highways Insurance Agency  California            05/05/94       100     Insurance Agency
            National Interstate Insurance       Texas                 06/07/89   beneficial  Insurance Agency
            Agency of Texas, Inc.                                                 interest
            National Interstate Insurance       Ohio                  02/13/89       100     Insurance Agency
            Agency, Inc.
            National Interstate Insurance       Ohio                  02/10/89       100     Property/Casualty Insurance
            Company
           North America Livestock, Inc.        Florida               12/03/82       100     Managing General Agency
           OBGC Corporation                     Florida               11/23/77       80      Real Estate Development

                                        - 27 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
           Pointe Apartments, Inc.              Minnesota             06/24/93       100     Real Estate Holding Corporation
           Seven Hills Insurance Company        New York              06/30/32       100     Property/Casualty Reinsurance
           Stonewall Insurance Company          Alabama               02/18/66       100     Property/Casualty Insurance
           Stone Mountain Professional          Georgia               08/07/95       100     Insurance Agency
           Liability Agency, Inc.
           Tamarack American, Inc.              Delaware              06/10/86       100     Management Holding Company
           Transport Insurance Company          Ohio                  05/25/76       100     Property/Casualty Insurance
            American Commonwealth Development   Texas                 07/23/63       100     Real Estate Development
            Company
              ACDC Holdings Corporation         Texas                 05/04/81       100     Real Estate Development
            Instech Corporation                 Texas                 09/02/75       100     Claim & Claim Adjustment Services
            TICO Insurance Company              Ohio                  06/03/80       100     Property/Casualty Insurance
            Transport Managing General          Texas                 05/19/89       100     Managing General Agency
            Agency, Inc.
            Transport Insurance Agency, Inc.    Texas                 08/21/89   beneficial  Insurance Agency
                                                                                  interest
            Transport Underwriters Association  California            05/11/45       100     Holding Company/Agency
        One East Fourth, Inc.                   Ohio                  02/03/64       100     Commercial Leasing
        Pioneer Carpet Mills, Inc.              Ohio                  04/29/76       100     Carpet Manufacturing
        Provident Travel Corporation            Ohio                  07/09/84       100     Travel Agency
        TEJ Holdings, Inc.                      Ohio                  12/04/84       100     Real Estate Holdings
        TEJ II, Inc.                            Delaware              10/28/94       100     General Partner
         American Financial Warrant Holding                                      partnership Securities Holder
         Limited Partnership                    Delaware              10/28/94    interest
        Three East Fourth, Inc.                 Ohio                  08/10/66       100     Commercial Leasing
        American Premier Underwriters, Inc.     Pennsylvania          1846           100     Diversified
         Pennsylvania Company                   Delaware              12/05/58       100     Holding Company
           Atlanta Casualty Company             Illinois              06/13/72     100 (2)   Property/Casualty Insurance
            American Premier Insurance Company  Indiana               11/30/89       100     Property/Casualty Insurance
            Atlanta Specialty Insurance Company Iowa                  02/06/74       100     Property/Casualty Insurance
            Mr. Agency of Georgia, Inc.         Georgia               04/01/77       100     Insurance Agency
              Atlanta Casualty General Agency,  Texas                 03/15/61       100     Managing General Agency
              Inc.
              Atlanta Insurance Brokers, Inc.   Georgia               02/06/71       100     Insurance Agency
              Treaty House, Ltd. (d/b/a Mr.     Nevada                11/02/71       100     Insurance Premium Finance
              Budget)
            Penn Central U.K. Limited           United Kingdom        10/28/92       100     Insurance Holding Company
            Insurance (GB) Limited              United Kingdom        05/13/92       100     Property/Casualty Insurance
                                                                                             General Partner/Manager of 
         Buckeye Management Company             Delaware              09/18/86       100     Pipeline l.p.
           Buckeye Pipe Line Company            Delaware              09/19/86       100     Pipeline Manager
         Great Southwest Corporation            Delaware              10/25/78       100     Real Estate Developer
           World Houston, Inc.                  Delaware              08/17/77       100     Real Estate Developer
         Hangar Acquisition Corp.               Ohio                  10/06/95       100     Aircraft Investment
         Infinity Insurance Company             Florida               07/09/55       100     Property/Casualty Insurance
           Infinity Agency of Texas, Inc.       Texas                 07/15/92       100     Managing General Agency
           The Infinity Group, Inc.             Indiana               07/22/92       100     Insurance Holding Company
           Infinity Select Insurance Company    Indiana               06/11/91       100     Property/Casualty Insurance


                                        - 28 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
           Infinity Southern Insurance          Alabama               08/05/92       100     Property/Casualty Insurance
           Corporation
           Leader National Insurance Company    Ohio                  03/20/63       100     Property/Casualty Insurance
            Budget Insurance Premiums, Inc.     Ohio                  02/14/64       100     Premium Finance Company
            Leader National Agency, Inc.        Ohio                  04/05/63       100     Brokering Agent
            Leader National Agency of Texas,    Texas                 01/25/94       100     Managing General Agency
            Inc.
            Leader National Insurance Agency of Arizona               12/05/73       100     Brokering Agent
            Arizona
            Leader Preferred Insurance Company  Ohio                  11/07/94       100     Property/Casualty Insurance
            Leader Specialty Insurance Company  Indiana               03/10/94       100     Property/Casualty Insurance
         PCC Technical Industries, Inc.         California            03/07/55       100     Holding Company
           ESC, Inc.                            California            11/02/62       100     Connector Accessories
           Marathon Manufacturing Companies,    Delaware              11/18/83       100     Holding Company
           Inc.
            Marathon Manufacturing Company      Delaware              12/07/79       100     Inactive
           PCC Maryland Realty Corp.            Maryland              08/18/93       100     Real Estate Holding Company
           Penn Camarillo Realty Corp.          California            11/24/92       100     Real Estate Holding Company
         Republic Indemnity Company of America  California            12/05/72       100     Workers' Compensation Insurance
           Republic Indemnity Company of        California            10/13/82       100     Workers' Compensation Insurance
           California
           Timberglen Limited                   United Kingdom        10/28/92       100     Investments
         Risico Management Corporation          Delaware              01/10/89       100     Risk Management
         Windsor Insurance Company              Indiana               11/05/87     100 (2)   Property/Casualty Insurance
           American Deposit Insurance Company   Oklahoma              12/28/66       100     Property/Casualty Insurance
            Granite Finance Co., Inc.           Texas                 11/09/65       100     Premium Financing
           Coventry Insurance Company           Ohio                  09/05/89       100     Property/Casualty Insurance
           El Aguila Compania de Seguros, S.A.  Mexico                11/24/94     100 (2)   Property/Casualty Insurance
           de C.V.
           Moore Group Inc.                     Georgia               12/19/62       100     Insurance Holding Company/Agency
            Casualty Underwriters, Inc.         Georgia               10/01/54       51      Insurance Agency
                                                                                 beneficial
            Dudley L. Moore Insurance, Inc.     Louisiana             03/30/78    interest   Insurance Agency
            Hallmark General Insurance Agency,  Oklahoma              06/16/72   beneficial  Insurance Agency
            Inc.                                                                  interest
            Middle Tennessee Underwriters, Inc. Tennessee             11/14/69       100     Insurance Agency
              Insurance Finance Company         Tennessee             01/03/62       100     Premium Financing
            Windsor Group, Inc.                 Georgia               05/23/91       100     Insurance Holding Company
           Regal Insurance Company              Indiana               11/05/87       100     Property/Casualty Insurance
           Texas Windsor Group, Inc.            Texas                 06/23/88       100     Insurance Agency
        PCC Real Estate, Inc.                   New York              12/15/86       100     Holding Company
         PCC Chicago Realty Corp.               New York              12/23/86       100     Real Estate Developer
         PCC Gun Hill Realty Corp.              New York              12/18/85       100     Real Estate Developer
         PCC Michigan Realty, Inc.              Michigan              11/09/87       100     Real Estate Developer
         PCC Scarsdale Realty Corp.             New York              06/01/86       100     Real Estate Developer
           Scarsdale Depot Associates, L.P.     Delaware              05/05/89       80      Real Estate Developer
        Penn Central Energy Management Company  Delaware              05/11/87       100     Energy Operations Manager
        The Ann Arbor Railroad Company          Michigan              1895           99      Inactive
        The Associates of the Jersey Company    New Jersey            1804           100     Inactive

                                        - 29 -
<PAGE>






                                                                                 % OF STOCK
                                                                                  OWNED (1)
                                                                                BY IMMEDIATE
                                                STATE OF              DATE OF      PARENT 
                                                DOMICILE              INCORP.      COMPANY   NATURE OF BUSINESS
     AMERICAN FINANCIAL GROUP, INC.             ---------             -------   ------------ --------------------
        Delbay Corporation                      Delaware              12/27/62       100     Inactive
        The Indianapolis Union Railway Company  Indiana               1872           100     Inactive
        Lehigh Valley Railroad Company          Pennsylvania          1846           100     Inactive
        The New York and Harlem Railroad CompanyNew York              1831           97      Inactive
        The Owasco River Railway, Inc.          New York              1881           100     Inactive
        Penn Towers, Inc.                       Pennsylvania          04/27/59       100     Inactive
        Terminal Realty Penn Co.                District of           09/23/68       100     Inactive
        United Railroad Corp.                   Delaware              11/25/81       100     Inactive
         Detroit Manufacturers Railroad Company Michigan              01/30/02       82      Inactive
        Waynesburg Southern Railroad Company    Pennsylvania          09/01/66       100     Inactive
        Pennsylvania-Reading Seashore Line      New Jersey            06/14/01      66.67    Inactive
        Pittsburgh and Cross Creek Railroad     Pennsylvania          08/14/70       83      Inactive
        Company

     (1)  Except Director's Qualifying Shares.

     (2)  Total percentage owned by parent shown and by other
     affiliated company(ies).
     </TABLE>































                                        - 30 -
<PAGE>







     Item 27.  Number of Contract Owners

                      Not Applicable.

     Item 28.  Indemnification

     (a)  The  Code of Regulations of  Annuity Investors Life  Insurance Company
     provides in Article V as follows:

              The  Corporations  shall,  to  the full  extent  permitted  by the
              General  Corporation Law of  Ohio, indemnify any person  who is or
              was  a director  or  officer of  the Corporation  and whom  it may
              indemnify pursuant thereto.  The Corporation may,  within the sole
              discretion of  the Board of  Directors, indemnify in  whole or  in
              part any other persons whom it may indemnify pursuant thereto.  

     Insofar  as indemnification for liability  arising under the Securities Act
     of  1933  ("1933   Act")  may  be  permitted  to  directors,  officers  and
     controlling persons of  the Depositor pursuant to the foregoing provisions,
     or  otherwise, the Depositor  has been advised that  in the  opinion of the
     Securities and Exchange  Commission such indemnification is  against public
     policy as expressed in  the 1933 Act and is, therefore, unenforceable.   In
     the event that  a claim for indemnification against such liabilities (other
     than the  payment by  the Depositor  of expenses  incurred or  paid by  the
     director,  officer  or   controlling  person  of  the  Registrant   in  the
     successful  defense of any action, suit  or proceeding) is asserted by such
     director, officer or  controlling person in connection  with the securities
     being registered,  the Depositor will, unless in the opinion of its counsel
     the matter has been  settled by controlling precedent, submit to a court of
     appropriate jurisdiction  the question whether  such indemnification by  it
     is against public policy as  expressed in the 1933 Act and will be governed
     by the final adjudication of such issue.

     (b)    The directors  and  officers  of  Annuity  Investors Life  Insurance
     Company are  covered under  a Directors and  Officers Reimbursement Policy.
     Under  the Reimbursement Policy, directors and officers are indemnified for
     loss arising from any covered claim by reason of  any Wrongful Act in their
     capacities as directors  or officers, except to the  extent the Company has
     indemnified them.   In general, the term "loss"  means any amount which the
     directors  or  officers  are  legally obligated  to  pay  for  a  claim for
     Wrongful Acts.   In general, the term  "Wrongful Acts" means any  breach of
     duty, neglect, error,  misstatement, misleading statement, omission  or act
     by  a director  or  officer while  acting  individually or  collectively in
     their  capacity as  such claimed  against  them solely  by reason  of their
     being directors and officers.  The limit of liability under the program  is
     $20,000,000 for  the policy  year ending September  1, 1996.   The  primary
     policy under the program  is with National Union Fire Insurance  Company of
     Pittsburgh, PA. in the name of American Premier Underwriters, Inc.




                                        - 31 -
<PAGE>






     Item 29.  Principal Underwriter

     AAG Securities,  Inc. is the  underwriter and distributor  of the Contracts
     as defined in the Investment Company Act of 1940 ("1940 Act").

     (a)      AAG  Securities,  Inc. does  not act  as a  principal underwriter,
     depositor,  sponsor or investment adviser for  any investment company other
     than Annuity Investors Variable Account A.

     (b)      Directors and Officers of AAG Securities, Inc.

       Name and Principal               Position with 
       Business Address                 AAG Securities, Inc.
       ------------------               --------------------


       Thomas Kevin Liguzinski (1)      Chief Executive Officer and
                                        Director

       Mark Francis Muething (1)        Vice President, Secretary and
                                        Director

       William Jack Maney, II (1)       Director

       Jeffrey Scott Tate (1)           Director

       James Medford Tarkington (1)     President

       James Lee Henderson (1)          Vice President

       Andrew Conrad Bambeck, III (1)   Vice President

       William Claire Bair, Jr. (1)     Treasurer

                                 

     (1)  250 East Fifth Street, Cincinnati, Ohio  45202

     (c)  Not applicable.

     Item 30.  Location of Accounts and Records

     All accounts and records required to be maintained by Section 31(a) of  the
     1940  Act and  the  rules  under it  are  maintained  by Lynn  E.  Laswell,
     Assistant Vice President of the Company, at the Administrative Office.

     Item 31.  Management Services

     Not applicable.




                                        - 32 -
<PAGE>






     Item 32.  Undertakings

     (a)  Registrant undertakes that  it will file a post-effective amendment to
     this registration statement as frequently  as necessary to ensure  that the
     audited financial  statements in the registration  statement are never more
     than 16  months old  for so  long as  payments under  the variable  annuity
     contracts may be accepted.

     (b)   Registrant undertakes that it will include either  (1) as part of any
     application to purchase a Contract offered by the  Prospectus, a space that
     an applicant  can check to  request a Statement  of Additional Information,
     or (2) a post  card or similar written communication affixed to or included
     in  the Prospectus that the applicant can remove to send for a Statement of
     Additional Information.

     (c)   Registrant  undertakes  to deliver  any  Prospectus and  Statement of
     Additional Information  and any  financial statements  required to be  made
     available  under this Form  promptly upon  written or  oral request  to the
     Company at the address or phone number listed in the Prospectus.


































                                        - 33 -
<PAGE>






                                     SIGNATURES
        
              As required  by the  Securities  Act of  1933 and  the  Investment
     Company Act of 1940, the Registrant certifies that it has caused this  Pre-
     Effective Amendment  No. 2  to its Registration  Statement to be  signed on
     its behalf by the undersigned in the  City of Cincinnati, State of Ohio  on
     the 26th day of July, 1996.
         
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                      (REGISTRANT)

        
                      By:/s/ Robert Allen Adams          
                         ---------------------------------
                          Robert Allen Adams
                          Chairman of the Board, President
                          and Director, Annuity Investors
                          Life Insurance Company
         
                      ANNUITY INVESTORS LIFE INSURANCE COMPANY
                      (DEPOSITOR)
        
                      By:/s/ Robert Allen Adams    
                         -------------------------------
                         Robert Allen Adams
                         Chairman of the Board, President
                         and Director
         
              As  required  by the  Securities  Act of  1933, this  Registration
     Statement has been  signed by the following  persons in the  capacities and
     on the dates indicated.
        

     /s/ Robert Allen Adams            Principal Executive    July 26, 1996
     --------------------------        Officer, Director
     Robert Allen Adams

     /s/ Robert Eugene Allen           Principal Financial    July 26, 1996
     --------------------------        Officer
     Robert Eugene Allen

     /s/ Lynn Edward Laswell           Principal Accounting   July 26, 1996
     --------------------------        Officer
     Lynn Edward Laswell

     /s/ Stephen Craig Lindner         Director               July 26, 1996
     --------------------------
     Stephen Craig Lindner
         

        


                                        - 34 -
<PAGE>






     /s/ William Jack Maney, II        Director               July 26, 1996
     --------------------------
     William Jack Maney, II

     /s/ James Michael Mortensen       Director               July 26, 1996
     ---------------------------
     James Michael Mortensen

     /s/ Mark Francis Muething         Director               July 26, 1996
     ---------------------------
     Mark Francis Muething

     /s/ Jeffrey Scott Tate            Director               July 26, 1996
     ---------------------------
     Jeffrey Scott Tate

         




































                                        - 35 -
<PAGE>






                                    EXHIBIT INDEX

       Exhibit No.   Description of Exhibit
       -----------   ----------------------

       (1)           Resolution  of   the  Board  of  Directors   of  Annuity
                     Investors    Life    Insurance    Company    authorizing
                     establishment of Annuity Investors Variable Account A*

       (3)(a)        Distribution  Agreement  between Annuity  Investors Life
                     Insurance Company and AAG Securities, Inc.**

          
       (3)(b)        Form of  Selling  Agreement  between  Annuity  Investors
                     Life  Insurance   Company,  AAG  Securities,   Inc.  and
                     another Broker-Dealer.**

       (4)(a)        Form of  Qualified Individual Flexible  Premium Deferred
                     Annuity Contract.**

       (4)(b)        Form of Non-Qualified Individual Contract.**

       (5)(a)        Form of Loan Endorsement to Individual Contract.**

       (5)(b)        Form of Tax Sheltered  Annuity Endorsement to Individual
                     Contract.**

       (5)(c)        Form  of Qualified  Pension, Profit Sharing  and Annuity
                     Plan Endorsement to Qualified Individual Contract.**

       (5)(d)        Form  of   Employer  Plan   Endorsement  to   Individual
                     Contract.**

       (5)(e)        Form of  Individual  Retirement Annuity  Endorsement  to
                     Individual Contract.**

       (5)(f)        Form of  Texas Optional  Retirement Program  Endorsement
                     to Individual Contract.**

       (5)(g)        Form  of  Long-Term  Care  Waiver  Rider  to  Individual
                     Contract.**

       (6)(a)        Form of  Application  for Individual  Flexibile  Premium
                     Deferred Annuity Contract.**
           


                                       

     *        Filed with Form N-4 on December 27, 1995.

     **       Filed with Pre-Effective Amendment No. 1 on June 26, 1996.

                                        - i -
<PAGE>






       Exhibit No.   Description of Exhibit
       -----------   ----------------------

          
       (7)(a)        Articles of  Incorporation  of  Annuity  Investors  Life
                     Insurance Company*

       (7)(b)        Code of Regulations of Annuity  Investors Life Insurance
                     Company*
           

       (8)(a)        Participation Agreement between  Annuity Investors  Life
                     Insurance Company and Dreyfus Variable Investment Fund*

       (8)(b)        Participation Agreement between  Annuity Investors  Life
                     Insurance Company and Dreyfus Stock Index Fund*

       (8)(c)        Participation Agreement between  Annuity Investors  Life
                     Insurance  Company  and  Dreyfus   Socially  Responsible
                     Fund*

          
       (8)(d)        Participation Agreement between  Annuity Investors  Life
                     Insurance Company and Janus Aspen Series**

       (8)(e)        Amended  and  Restated  Participation Agreement  between
                     Annuity  Investors Life  Insurance  Company and  Merrill
                     Lynch Variable Series Funds, Inc.**

       (8)(f)        Agreement  between  Annuity  Investors   Life  Insurance
                     Company and Merrill Lynch Asset Management, L.P.**

       (8)(g)        Service   Agreement   between  Annuity   Investors  Life
                     Insurance Company and American Annuity Group, Inc.*

       (8)(h)        Agreement between AAG Securities Inc.  and AAG Insurance
                     Agency, Inc.*
           

       (8)(i)        Investment Service Agreement  between Annuity  Investors
                     Life  Insurance  Company  and  American  Annuity  Group,
                     Inc.*

       (9)           Opinion and Consent of Counsel*

          
       (10)          Consent of Independent Auditors**
           





                                        - ii -
<PAGE>


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