ANNUITY INVESTORS VARIABLE ACCOUNT A
497, 1997-10-03
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        As filed with the Securities and Exchange Commission on April 29, 1997
                                                               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. ___ ( )
                          Post-effective Amendment No. _1_ ( )
                                        and/or
                      REGISTRATION STATEMENT UNDER THE INVESTMENT
                                COMPANY ACT OF 1940 ( )
                                 Amendment No. _3_ (X)
                           (Check appropriate box or boxes)

           ANNUITY INVESTORS(REGISTERED TRADEMARK) 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

It is proposed that this filing will become effective:


/_/  Immediately upon filing pursuant to Rule 485(b)
/X/  On MAY 1, 1997 pursuant to Rule 485(b)
/_/  60 days after filing pursuant to Rule 485(a)(i)
/_/  On pursuant to Rule 485(a)(i)
/_/  75 days after filing pursuant to Rule 485 (a)(ii)
/_/  On pursuant to Rule 485(a)9ii)

Registrant  has filed a declaration  pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The notice required by such rule for the most recent fiscal
year was filed on March 3, 1997.


<PAGE>


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


                                 CROSS REFERENCE SHEET


                       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

<TABLE>
<CAPTION>

      ITEM OF FORM N-4                    PROSPECTUS CAPTION
      ----------------                    ------------------
<S>   <C>  <C>                                      <C>

      1.   Cover Page.............................. Cover Page
      2.   Definitions............................. Definitions
      3.   Synopsis................................ Highlights


      4.   Condensed Financial Information
           (a)   Accumulation Unit Values.......... Condensed Financial Information
           (b)   Performance Data.................. Performance Information
           (c)   Financial Statements.............. Financial Statements (Statements in SAI)

      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
           (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
     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


<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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                                     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
                 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

</TABLE>



                            PART C- OTHER INFORMATION

     Information  required  to be  included  in Part C is set  forth  under  the
appropriate item, so numbered, in Part C of this Registration Statement.





<PAGE>


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



           ANNUITY INVESTORS(REGISTERED TRADEMARK) VARIABLE ACCOUNT A
                                          OF
         ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
                                      PROSPECTUS
                                        FOR THE
                                 COMMODORE AMERICUS(SERVICE MARK)


                    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  Americus(SERVICE  MARK)  Individual
Flexible  Premium  Deferred  Annuity  Contracts  (each, a "Contract")  issued by
Annuity Investors Life Insurance Company(REGISTERED TRADEMARK) (the "Company").



The  Commodore   Americus(SERVICE   MARK)  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"),  and  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.  Non-Qualified
Contracts  were formerly known as The Commodore  Mariner(SERVICE  MARK) Flexible
Premium Deferred Annuity Contracts.

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


The Separate  Account is divided into  Sub-Accounts.  Each  Sub-Account uses its
assets to purchase,  at their net asset value, shares of a designated registered
investment  company or portfolio  thereof (each, a "Fund").  The Funds available
for  investment in the Separate  Account under the Contract are as follows:  (1)
Janus Aspen Series Aggressive Growth Portfolio; (2) Janus Aspen Series Worldwide
Growth  Portfolio;  (3) Janus  Aspen  Series  Balanced  Portfolio;  (4)  Dreyfus
Variable Investment Fund-Capital  Appreciation  Portfolio;  (5) Dreyfus Variable
Investment  Fund-Growth  & Income  Portfolio;  (6) Dreyfus  Variable  Investment
Fund-Small Cap Portfolio (7) The Dreyfus Socially Responsible Growth Fund, Inc.;
(8) Dreyfus Stock Index Fund;  (9) Merrill  Lynch  Variable  Series Funds,  Inc.
Basic Value Focus Fund;  (10) Merrill Lynch Variable  Series Funds,  Inc. Global
Strategy Focus Fund; (11) Merrill Lynch Variable Series Funds, Inc. High Current
Income Fund;  (12) Merrill Lynch  Variable  Series Funds,  Inc.  Domestic  Money
Market Fund;  (13) PBHG Insurance  Series Fund,  Inc.-PBHG  Growth II Portfolio;
(14)  PBHG  Insurance  Series  Fund,   Inc.-PBHG   Technology  &  Communications
Portfolio;  (15) Morgan Stanley Universal Funds Inc.-U.S. Real Estate Portfolio;
(16) Morgan Stanley Universal Funds Inc.-Fixed Income Portfolio; and (17) Strong
Opportunity Fund II, Inc.


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  Contracts 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.


<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          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 May 1, 1997, as supplemented October 1, 1997.


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


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


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

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




                                     Page 2
<PAGE>

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

                                TABLE OF CONTENTS

                                                                            Page


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

HIGHLIGHTS...................................................................10
      The Contract...........................................................10
      The Separate Account...................................................10
      The Fixed Account......................................................11
      Transfers Before the Annuity Commencement Date.........................11
      Surrenders.............................................................11
      Contingent Deferred Sales Charge ("CDSC")..............................11
      Other Charges and Deductions...........................................11
      Annuity Benefits.......................................................12
      Death Benefit..........................................................12
      Federal Income Tax Consequences........................................12
      Right to Cancel........................................................12
      Contacting the Company.................................................12

CONDENSED FINANCIAL INFORMATION..............................................13


SUMMARY OF EXPENSES..........................................................15
      Owner Transaction Expenses.............................................15
      Examples...............................................................18

FINANCIAL STATEMENTS.........................................................20


THE FUNDS....................................................................20
      Janus Aspen Series.....................................................20
            Aggressive Growth Portfolio......................................20
            Worldwide Growth Portfolio.......................................20
            Balanced Portfolio...............................................20
      Dreyfus Funds..........................................................21
            Capital Appreciation Portfolio...................................21
            Growth and Income Portfolio......................................21
            Small Cap Portfolio..............................................21
            The Dreyfus Socially Responsible Growth Fund, Inc................21
            Dreyfus Stock Index Fund.........................................21
      Merrill Lynch Variable Series Funds, Inc...............................22
            Basic Value Focus Fund...........................................22
            Global Strategy Focus Fund.......................................22
            High Current Income Fund.........................................22
            Domestic Money Market Fund.......................................22
      Strong Opportunity Fund, Inc...........................................22
            Strong Opportunity Fund II.......................................22
      Morgan Stanley Universal Funds Inc.....................................23
            U.S. Real Estate Portfolio.......................................23
            Fixed Income Portfolio...........................................23



                                     Page 3
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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      PBHG Insurance Series Fund, Inc:.......................................23
            PBHG Growth II Portfolio.........................................23
            PBHG Technology & Communications Portfolio.......................23
      Additions, Deletions, or Substitutions.................................24

PERFORMANCE INFORMATION......................................................24
      Yield Data.............................................................24
      Total Return Data......................................................25

ANNUITY INVESTORS LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNT............26
      Annuity Investors Life Insurance Company(REGISTERED TRADEMARK).........26
      Published Ratings......................................................26
      The Separate Account...................................................26


THE FIXED ACCOUNT............................................................27
      Fixed Account Options..................................................27
      Renewal of Fixed Account Options.......................................27


THE CONTRACTS................................................................28
      Right to Cancel........................................................28


PURCHASE PAYMENTS............................................................29
      Purchase Payments......................................................29
      Allocation of Purchase Payments........................................29


ACCOUNT VALUE................................................................29
      Fixed Account Value....................................................30
      Variable Account Value.................................................30
      Accumulation Unit Value................................................31
      Net Investment Factor..................................................31


TRANSFERS....................................................................32
      Telephone Transfers....................................................32
      Dollar Cost Averaging..................................................32
      Portfolio Rebalancing..................................................33
      Principal Guarantee Option.............................................33
      Interest Sweep.........................................................33
      Changes By the Company.................................................33


SURRENDERS...................................................................34
      Surrender Value........................................................34
      Suspension or Delay in Payment of Surrender Value......................34
      Free Withdrawal Privilege..............................................35
      Systematic Withdrawal..................................................35


CONTRACT LOANS...............................................................35





                                     Page 4
<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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DEATH BENEFIT................................................................36
      When A Death Benefit Will Be Paid......................................36
      Death Benefit Values...................................................37
      Death Benefit Commencement Date........................................37
      Form of Death Benefit..................................................37
      Beneficiary............................................................38


CHARGES AND DEDUCTIONS.......................................................38
      Contingent Deferred Sales Charge ("CDSC")..............................38
      Maintenance and Administrative Charges.................................40
      Mortality and Expense Risk Charge......................................40
      Premium Taxes..........................................................41
      Transfer Fee...........................................................41
      Fund Expenses..........................................................41



SETTLEMENT OPTIONS...........................................................41
      Annuity Commencement Date..............................................41
      Election of Settlement Option..........................................41
      Benefit Payments.......................................................42
      Fixed Dollar Benefit...................................................42
      Variable Dollar Benefit................................................42
      Transfers After the Annuity Commencement Date..........................43
      Annuity Transfer Formula...............................................43
      Settlement Options.....................................................44
      Minimum Amounts........................................................44
      Settlement Option Tables...............................................45


GENERAL PROVISIONS...........................................................45
      Non-participating......................................................45
      Misstatement...........................................................45
      Proof of Existence and Age.............................................45
      Discharge of Liability.................................................45
      Transfer of Ownership..................................................45
            Non-Qualified Contract...........................................45
            Qualified Contract...............................................46
      Assignment.............................................................46
            Non-Qualified Contract...........................................46
            Qualified Contract...............................................46
      Annual Report..........................................................46
      Incontestability.......................................................46
      Entire Contract........................................................46
      Changes -- Waivers.....................................................47
      Notices and Directions.................................................47


FEDERAL TAX MATTERS..........................................................47
      Introduction...........................................................47
      Taxation of Annuities In General.......................................48
      Surrenders.............................................................48
            Qualified Contracts..............................................48
            Non-Qualified Contracts..........................................48
      Annuity Benefit Payments...............................................48


                                     Page 5
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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      Penalty Tax............................................................49
      Taxation of Death Benefit Proceeds.....................................49
      Transfers, Assignments, or Exchanges of the Contract...................49
      Qualified Contracts - General..........................................49
      Texas Optional Retirement Program......................................49
      Individual Retirement Annuities........................................49
      Tax-Sheltered Annuities................................................50
      Pension and Profit Sharing Plans.......................................50
      Certain Deferred Compensation Plans....................................50
      Withholding............................................................50
      Possible Changes in Taxation...........................................50
      Other Tax Consequences.................................................51
      General................................................................51



DISTRIBUTION OF THE CONTRACT.................................................52


LEGAL PROCEEDINGS............................................................52


VOTING RIGHTS................................................................52


AVAILABLE INFORMATION........................................................53


STATEMENT OF ADDITIONAL INFORMATION..........................................53










                                     Page 6
<PAGE>

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

                                   DEFINITIONS

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

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

ACCUMULATION PERIOD:  The period prior to the applicable Commencement Date.

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

ADMINISTRATIVE  OFFICE:  The home office of the Company or any other  office the
Company may designate for administration.

AGE:  Age as of most recent birthday.

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

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

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

BENEFIT PAYMENT PERIOD:  The period commencing with the Commencement Date during
which Benefit Payments are to be made under the Contract.

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

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

CONTRACT ANNIVERSARY: An annual anniversary of the Contract Effective Date.

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.



                                     Page 7
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------


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
            (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.

                                     Page 8
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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

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
















                                     Page 9
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

                                   HIGHLIGHTS

THE CONTRACT


      The  Commodore   Americus(SERVICE   MARK)  Contracts   described  in  this
      Prospectus  are available 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, as well as for arrangements that qualify for favorable
      tax treatment  under  Sections 401, 403 or 408 of the Code.  Non-qualified
      annuity  purchases were previously known as The Commodore  Mariner(SERVICE
      MARK).


      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 26.)
      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) Dreyfus Variable
      Investment  Fund-Capital  Appreciation  Portfolio;  (5)  Dreyfus  Variable
      Investment Fund-Growth & Income Portfolio; (6) Dreyfus Variable Investment
      Fund-Small  Cap Portfolio;  (7) The Dreyfus  Socially  Responsible  Growth
      Fund,  Inc.;  (8) Dreyfus  Stock Index Fund;  (9) Merrill  Lynch  Variable
      Series Funds,  Inc.  Basic Value Focus Fund;  (10) Merrill Lynch  Variable
      Series Funds, Inc. Global Strategy Focus Fund; (11) Merrill Lynch Variable
      Series Funds,  Inc. High Current Income Fund;  (12) Merrill Lynch Variable
      Series Funds,  Inc. Domestic Money Market Fund; (13) PBHG Insurance Series
      Fund,  Inc.-PBHG  Growth II Portfolio;  (14) PBHG  Insurance  Series Fund,
      Inc.-PBHG  Technology  &  Communications  Portfolio;  (15) Morgan  Stanley
      Universal  Funds  Inc.-U.S.  Real Estate  Portfolio;  (16) Morgan  Stanley
      Universal Funds Inc.-Fixed Income Portfolio;  and (17) Strong  Opportunity
      Fund II, Inc.


      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 38. For more  information  about the Funds, see "THE FUNDS," page 20,
      and the accompanying Funds' prospectuses.



                                    Page 10
<PAGE>

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

THE FIXED ACCOUNT


      The Fixed  Account is an account  within the  Company's  general  account.
      There are currently five Fixed Account  options  available under the Fixed
      Account: a Fixed Accumulation  Account option and four 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 27.)


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 among the  Sub-Accounts,  by Written Request to the Company or
      by telephone in accordance  with the Company's  telephone  transfer rules.
      (See "TRANSFERS," page 32.)

      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 32.)


SURRENDERS

      All or part of the Surrender Value of a Contract may be surrendered by the
      Owner on or before the Annuity Commencement Date by Written Request to the
      Company. Amounts surrendered may be subject to a Contingent Deferred Sales
      Charge  ("CDSC")  depending  upon  how long the  Purchase  Payments  to be
      withdrawn have been held under the Contract. Amounts withdrawn also may be
      subject to a premium tax or similar 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 47.)

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 38.)


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  ("Enhanced  Contract").  (See "CHARGES AND DEDUCTIONS,"  page
      38.)

      The  Company  also  deducts  a  Contract   maintenance  charge  each  year
      ("Contract  Maintenance  Fee").  This Fee is currently $25 and is deducted
      from an Owner's Variable Account Value on each Contract  Anniversary.  The
      Contract Maintenance Fee may be waived under certain  circumstances.  (See
      "CHARGES AND DEDUCTIONS," page 38.)



                                    Page 11
<PAGE>


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


      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 38.)


ANNUITY BENEFITS


      Annuity  Benefits are paid on a fixed or variable  basis, or a combination
      of both. (See "Benefit Payments," page 42.)


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 36.)


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 47.)


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 28.)


CONTACTING THE COMPANY

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


      NOTE:  THE FOREGOING  SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE DETAILED
      INFORMATION IN THE REMAINDER OF THIS  PROSPECTUS  AND IN THE  ACCOMPANYING
      PROSPECTUSES  FOR THE FUNDS WHICH SHOULD BE REFERRED TO FOR MORE  DETAILED
      INFORMATION.   THE  REQUIREMENTS  OF  AN  ENDORSEMENT  TO  A  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 47.)




                                    Page 12
<PAGE>

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


                            CONDENSED FINANCIAL INFORMATION

      The following table gives per unit information about the financial history
      of each Sub-Account of the Separate Account from inception to December 31,
      1996.  This  information  should be read in conjunction  with the Separate
      Account financial statements (including the notes thereto) included in the
      Statement of Additional Information. (No Enhanced Contracts were issued in
      the year ended December 31, 1996.)


                    ACCUMULATION UNIT VALUES AND UNITS OUTSTANDING

                                                 1996             1995
                                                 --------         ----
       DREYFUS VARIABLE INVESTMENT
       FUND-CAPITAL APPRECIATION
       Accumulation UV - beginning               9.944353       10.000000*
       Accumulation UV - ending                 12.330543         9.944353
       Accumulated units at year end           33,424.286            0.000

       THE DREYFUS SOCIALLY RESPONSIBLE
       GROWTH FUND, INC.
       Accumulation UV - beginning               9.960199       10.000000*
       Accumulation UV - ending                 11.924561         9.960199
       Accumulated units at year end           15,316.028            0.000

       DREYFUS STOCK INDEX FUND
       Accumulation UV - beginning               9.992509       10.000000*
       Accumulation UV - ending                 12.092195         9.992509
       Accumulated units at year end           29,203.177            0.000


       JANUS ASPEN SERIES

       AGGRESSIVE GROWTH
       Accumulation UV - beginning              10.299246       10.000000*
       Accumulation UV - ending                 10.979832        10.299246
       Accumulated units at year end           52,219.342            0.000

       WORLDWIDE GROWTH
       Accumulation UV - beginning              10.239284       10.000000*
       Accumulation UV - ending                 13.048360        10.239284
       Accumulated units at year end           50,730.352            0.000

       BALANCED
       Accumulation UV - beginning              10.171211       10.000000*
       Accumulation UV - ending                 11.670308        10.171211
       Accumulated units at year end           49,603.384            0.000

       SHORT-TERM BOND**
       Accumulation UV - beginning              10.061754       10.000000*
       Accumulation UV - ending                 10.332080        10.061754
       Accumulated units at year end            4,216.270            0.000



                                    Page 13
<PAGE>

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


       MERRILL LYNCH VARIABLE SERIES
       FUNDS, INC.

       BASIC VALUE FOCUS
       Accumulation UV - beginning              10.147434       10.000000*
       Accumulation UV - ending                 12.094664        10.147434
       Accumulated units at year end            6,820.503            0.000

       GLOBAL STRATEGY FOCUS
       Accumulation UV - beginning              10.105242       10.000000*
       Accumulation UV - ending                 11.294096        10.105242
       Accumulated units at year end            2,114.707            0.000

       HIGH CURRENT INCOME
       Accumulation UV - beginning              10.118436       10.000000*
       Accumulation UV - ending                 11.119068        10.118436
       Accumulated units at year end            6,837.357            0.000

       DOMESTIC MONEY MARKET
       Accumulation UV - beginning               1.002475        1.000000*
       Accumulation UV - ending                  1.041216         1.002475
       Accumulated units at year end          325,331.820            0.000

*     Effective December 7, 1995 on Separate Account commencement date.

**    Because  this  Sub-Account  has been  eliminated,  effective  May 1, 1997,
      Purchase Payments are no longer allocable to it.







                                    Page 14
<PAGE>


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

                               SUMMARY OF EXPENSES


OWNER TRANSACTION EXPENSES

Sales Load Imposed on Purchase Payments                                     None
Contingent   Deferred  Sales  Charge  (as  a  
percentage  of  Purchase  Payments Surrendered)
      Contract Years elapsed since receipt of Purchase Payment
            less than 1 year                                                 7%
            1 year but less than 2 years                                     6%
            2 years but less than 3 years                                    5%
            3 years but less than 4 years                                    4%
            4 years but less than 5 years                                    3%
            5 years but less than 6 years                                    2%
            6 years but less than 7 years                                    1%
            7 years or more                                                  0%
Surrender Fees                                                              None
Transfer Fee1                                                                $25
Annual Contract Maintenance Fee2                                             $25










____________________-

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


2     The Company will waive the Contract  Maintenance  Fee if the Account Value
      is equal to or greater than  $30,000 on the date the Contract  Maintenance
      Fee would otherwise be assessed.



                                    Page 15
<PAGE>

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

<TABLE>
<CAPTION>


SEPARATE ACCOUNT                                          DREYFUS             
ANNUAL EXPENSES3/    JANUS A.S.  JANUS A.S.   V.I.F.      V.I.F.              DREYFUS V.I.F.
(as a percentage of  AGGRESSIVE  WORLDWIDE   JANUS A.S.   GROWTH   DREYFUS      CAPITAL     
average Separate     GROWTH      GROWTH      BALANCED     INCOME   SMALL CAP  APPRECIATION  
Account assets)      PORTFOLIO5/ PORTFOLIO5/ PORTFOLIO5/ PORTFOLIO PORTFOLIO   PORTFOLIO    
                     ----------  ---------   ---------   --------- ---------  -------------    
<S>                   <C>         <C>         <C>        <C>       <C>         <C>  
   Mortality and      1.25%       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%       0.00%  

   Other Fees and     0.00%       0.00%       0.00%      0.00%     0.00%       0.00%
   Expenses of the
   Separate Account
   Total              1.25%       1.25%       1.25%      1.25%     1.25%       1.25%
Separate
Account Annual
Expenses

FUND ANNUAL Expenses4/
(as a percentage of
Fund average net
assets after fee
waiver and/or
expense reimburse-
ment, if any)


   Management Fees    0.72%       0.66%       0.79%      0.75%     0.75%       0.75%

   Other Expenses     0.04%       0.14%       0.15%      0.08%     0.04%       0.09%

   Total Fund Annual  0.76%       0.80%       0.94%      0.83%     0.79%       0.84%
   Expenses

SEPARATE ACCOUNT                              MERRILL    MERRILL   MERRILL     
ANNUAL EXPENSES3/    THE DREYFUS              LYNCH      LYNCH     LYNCH      
(as a percentage of  SOCIALLY                 V.S.F.     V.S.F.    V.S.F.    MERRILL LYNCH
average Separate     RESPONSIBLE              BASIC      GLOBAL    HIGH      V.S.F.      
Account assets)      GROWTH       DREYFUS     VALUE      STRATEGY  CURRENT   DOMESTIC     
                     FUND,        STOCK       FOCUS      FOCUS     INCOME    MONEY MARKET 
                     INC.6/       INDEX FUND  FUND       FUND      FUND      FUND        
                     ------       ----------  ----       ------    --------  ------------        
                                                                               
   Mortality and      1.25%       1.25%       1.25%      1.25%     1.25%       1.25%
   Expense Risk 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
</TABLE>


FUND ANNUAL Expenses4/
as a  percentage of 
Fund average net assets
after fee waiver and/or
expense reimbursement, 
if any)
   Management Fees    0.72%     0.245%    0.60%    0.65%     0.49%     0.50%

   Other Expenses     0.24%     0.055%    0.06%    0.06%     0.05%     0.04%

   Total Fund Annual  0.96%     0.30 %    0.66%    0.71%     0.54%     0.54%
   Expenses



                                    Page 16
<PAGE>

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

                                                                           PBHG INSURANCE    
SEPARATE ACCOUNT                     MORGAN                      PBHG INSURANCE   SERIES FUND,    
ANNUAL EXPENSES3/      STRONG        STANLEY      MORGAN         SERIES FUND,     INC. - PBHG     
(as a percentage of    OPPORTUNITY   U.S. REAL    STANLEY -      INC. - PBHG      TECHNOLOGY &    
average Separate       FUND II        ESTATE       FIXED INCOME   GROWTH II        COMMUNICATIONS  
Account assets)        INC.          PORTFOLIO    PORTFOLIO      PORTFOLIO7/      PORTFOLIO7/     
                       ----          ---------    ---------      -----------      -----------     
<S>                    <C>            <C>           <C>           <C>             <C>   
   Mortality and       1.25%         1.25%        1.25%          1.25%            1.25% 
   Expense Risk                                                               
   Charge

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

   Other Fees and      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%
   Account Annual
   Expenses

Fund Annual
Expenses4/as a
percentage of Fund
average net assets
after fee waiver
and/or expense
reimbursement, if any)


   Management Fees     1.00%        0.80%       0.40%         0.85%           0.61%

   Other Expenses      0.17%        0.30%       0.30%         0.30%           0.59%

   Total Fund Annual   1.17%        1.10%       0.70%         1.15%           1.20%
   Expenses
</TABLE>

3 Annual expenses are the same for each Sub-Account. These expenses are based on
expenses incurred for the fiscal year ended December 31, 1996.

4 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, 1996.  Actual  expenses
in future years may be higher or lower.

5 The fees and  expenses in the table  above are based on gross  expenses of the
shares of each Portfolio before expense offset  arrangements for the fiscal year
ended  December  31,  1996.  The  information  for each  Portfolio is net of fee
waivers or reductions  from Janus Capital  Corporation.  Fee  reductions for the
Aggressive  Growth,   Worldwide  Growth  and  Balanced   Portfolios  reduce  the
management  fee to the  level of the  corresponding  Janus  retail  fund.  Other
waivers,  if applicable,  are first applied  against the management fee and then
against other expenses. Without such waivers and reductions, the Management Fee,
Other Expenses and Total Operating  Expenses for the Portfolios  would have been
0.79%, 0.04% and 0.83%,  respectively,  for Aggressive Growth Portfolio,  0.77%,
0.14% and 0.91%,  respectively,  for Worldwide Growth Portfolio and 0.92%, 0.15%
and 1.07%,  respectively,  for Balanced Portfolio. Janus Capital Corporation may
modify or terminate the waivers or reductions at any time upon at least 90 days'
notice to the Trustees of a Portfolio.

6 Fund  expenses are net of  management  fees and other  expenses  waived and/or
reimbursed.  In the absence of such fee waivers and/or  expense  reimbursements,
Management  Fees,  Other Expenses and Total  Portfolio  Expenses for The Dreyfus
Socially  Responsible  Growth Fund, Inc. would have been 0.75%,  0.24% and 0.99%
for the fiscal year ended December 31, 1996.

7 The adviser has voluntarily  agreed to waive or limit its fees or assume other
expenses  of  the  PBHG   Insurance   Series  Fund,   Inc.--PBHG   Technology  &
Communications Portfolio and PBHG Growth II Portfolio through December 31, 1997,
so that total  operating  expenses of each  Portfolio  will not exceed  1.20% of
average daily net assets.  Such waiver or expense  reimbursements by the adviser
are subject to repayment by the Portfolio in future years if such  repayment can
be achieved without an increase in the total operating expenses of the Portfolio
above  1.20% of  average  daily net  assets.  Absent  such fee waiver or expense
reimbursement,  the estimated  Management Fees and Total Operating  Expenses for
the  PBHG  Technology  &  Communication  Portfolio  would be  0.85%  and  1.44%,
respectively. Given the projected asset size of the PBHG Growth II Portfolio, no
expense reimbursement or fee waiver is anticipated with respect to it.

                                    Page 17
<PAGE>


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


EXAMPLES

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


SUB-ACCOUNT                                    1 Year    3 Years    5 Years   10 Years
- -----------                                    ------    -------    -------   --------
<S>                                              <C>       <C>        <C>       <C> 
Janus Aspen Series-Aggressive Growth             $92       $120       $157      $307
Portfolio

Janus Aspen Series-Worldwide Growth Portfolio    $92       $122       $159      $312

Janus Aspen Series-Balanced Portfolio            $94       $126       $167      $330

Dreyfus Variable Investment Fund-Capital         $93       $123       $161      $317
Appreciation Portfolio

The Dreyfus Socially Responsible Growth          $94       $127       $168      $333
Fund, Inc.

Dreyfus Variable Investment Fund-Growth &        $92       $123       $161      $316
Income Portfolio


Dreyfus Variable Investment Fund-Small Cap       $92       $121       $158      $311
Portfolio

Dreyfus Stock Index Fund                         $87       $105       $130      $244

Merrill Lynch Variable Series Funds,             $91       $117       $151      $293
Inc.-Basic Value Focus Fund

Merrill Lynch Variable Series Funds,             $91       $119       $154      $300
Inc.-Global Strategy Focus Fund

Merrill Lynch Variable Series Funds,             $90       $113       $144      $277
Inc.-High Current Income Fund

Merrill Lynch Variable Series Funds,             $90       $113       $144      $277
Inc.-Domestic Money Market Fund

Strong Opportunity Fund II, Inc.                 $96       $134       $180      $359

Morgan Stanley Universal Funds-U.S. Real         $95       $131       $176      $351
Estate Portfolio

Morgan Stanley Universal Funds-Fixed Income      $91       $119       $153      $299
Portfolio

PBHG Insurance Series Fund, Inc.-PBHG Growth     $96       $133       $179      $357
II Portfolio

PBHG Insurance Series Fund,                      $96       $135       $182      $363
Inc.-PBHGTechnology & Communications
Portfolio
</TABLE>



                                    Page 18
<PAGE>


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


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


<TABLE>
<CAPTION>


SUB-ACCOUNT                                     1 Year  3 Years  5 Years    10 Years
- -----------                                     ------  -------  -------    --------

<S>                                              <C>      <C>     <C>         <C> 
Janus Aspen Series-Aggressive Growth Portfolio   $22      $70     $127        $307

Janus Aspen Series-Worldwide Growth Portfolio    $22      $72     $129        $312

Janus Aspen Series-Balanced Portfolio            $24      $76     $137        $330

Dreyfus Variable Investment Fund-Capital         $23      $73     $140        $317
Appreciation Portfolio

The Dreyfus Socially Responsible Growth Fund,    $24      $77     $138        $333
Inc.


Dreyfus Variable Investment Fund-Growth &        $22      $73     $131        $316
Income Portfolio

Dreyfus Variable Investment Fund-Small Cap       $22      $71     $128        $311
Portfolio

Dreyfus Stock Index Fund                         $17      $55     $100        $244

Merrill Lynch Variable Series Funds,             $21      $67     $121        $293
Inc.-Basic Value Focus Fund

Merrill Lynch Variable Series Funds,             $21      $69     $124        $300
Inc.-Global Strategy Focus Fund

Merrill Lynch Variable Series Funds,             $20      $63     $114        $277
Inc.-High Current Income Fund

Merrill Lynch Variable Series Funds,             $20      $63     $114        $277
Inc.-Domestic Money Market Fund

Strong Opportunity Fund II, Inc.                 $26      $84     $150        $359

Morgan Stanley Universal Funds-U.S. Real         $25      $81     $146        $351
Estate Portfolio

Morgan Stanley Universal Funds-Fixed Income      $21      $69     $123        $299
Portfolio

PBHG Insurance Series Fund, Inc.-PBGH Growth     $26      $83     $149        $357
II Portfolio

PBHG Insurance Series Fund, Inc.-PBGH            $26      $85     $152        $363
Technology & Communications Portfolio
</TABLE>


                                    Page 19
<PAGE>

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


The examples  assume the  reinvestment of all dividends and  distributions,  no
transfers among  Sub-Accounts or between Accounts and a 5% annual rate of return
as mandated by Securities and Exchange Commission regulations.

The purpose of the Examples 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 38 of this  Prospectus  and the  accompanying
prospectus  for the  applicable  Fund  for a more  complete  description  of the
various costs and expenses.

THE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  A  REPRESENTATION  OF PAST OR  FUTURE
EXPENSES OR ANNUAL RATES OF RETURN OF ANY  SUB-ACCOUNT OR FUND.  ACTUAL EXPENSES
AND  ANNUAL  RATES OF RETURN  MAY BE MORE OR LESS  THAN  THOSE  ASSUMED  FOR THE
PURPOSE OF THE EXAMPLES.  THE $25 CONTRACT  MAINTENANCE  FEE IS REFLECTED IN THE
EXAMPLES AS A CHARGE OF $1.00.


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


                              FINANCIAL STATEMENTS


The financial  statements and reports of independent  public accountants for the
Company and the Separate  Account are  contained in the  Statement of Additional
Information.



                                    THE FUNDS


The Separate  Account  currently  has  seventeen  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 certain
investment 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  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.

                                    Page 20
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      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.


      GROWTH AND INCOME  PORTFOLIO The Growth and Income  Portfolio's goal is to
      provide  long-term  capital  growth,  current income and growth of income,
      consistent  with  reasonable   investment  risk.  This  Portfolio  invests
      primarily  in  equity   securities,   debt  securities  and  money  market
      instruments of domestic and foreign issuers.

      SMALL CAP PORTFOLIO (Dreyfus Variable Investment Fund).  (Dreyfus Variable
      Investment  Fund).  The Small Cap Portfolio's  goal is to maximize capital
      appreciation.  This  Portfolio  invests  primarily  in  common  stocks  of
      domestic and foreign issuers. This Portfolio will be particularly alert to
      companies   that  The  Dreyfus   Corporation   considers  to  be  emerging
      smaller-sized  companies which are believed to be  characterized by new or
      innovative products,  services or processes which should enhance prospects
      for growth in future earnings.

      The Dreyfus  Corporation  serves as  investment  adviser to the Growth and
      Income and Small Cap Portfolios.


      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.

      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
      of Dreyfus located at 500 Grant Street, Pittsburgh, Pennsylvania 15258, is
      the index manager.



                                    Page 21
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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, the Far East and Latin America. Geographical allocation of
      the Fund's  investments is not limited,  and will be made primarily on the
      basis of anticipated  total return from investments,  considering  various
      factors including economic,  financial,  social,  national,  and political
      factors.   Investing   on  an   international   basis   involves   special
      considerations. See the attached Prospectus for the Fund.

      HIGH CURRENT INCOME FUND. The primary 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.  As a secondary
      objective,  the Fund seeks capital  appreciation  when consistent with its
      primary  objective.  The Fund seeks to achieve its  objective by investing
      principally in fixed-income  securities that are rated in the lower rating
      categories of the established  rating services or in unrated securities of
      comparable  quality,  including junk bonds.  Investment in such securities
      entails  relatively  greater  risk of  loss of  income  or  principal.  An
      investment in this Fund may not be appropriate as the exclusive investment
      to fund a Contract. See the attached Prospectus for the Fund.


      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.


STRONG OPPORTUNITY FUND II, INC.

      STRONG OPPORTUNITY FUND II, INC.  The investment  objective  of the Strong
      Opportunity Fund II is to seek capital  growth.  It  currently  emphasizes
      medium-sized    companies   that   the   Fund's   adviser   believes   are
      under-researched and attractively valued.

      Strong Capital  Management,  Inc. serves as the investment adviser to this
      Fund.



                                    Page 22
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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MORGAN STANLEY UNIVERSAL FUNDS INC. :

      U.S.  REAL ESTATE  PORTFOLIO.  The  investment  objective of the U.S. Real
      Estate  Portfolio is above average  current  income and long-term  capital
      appreciation  by  investing  primarily  in equity  securities  of U.S. and
      non-U.S.  companies  principally engaged in the U.S. real estate industry,
      including Real Estate Investment Trusts (REITs).

      Morgan Stanley Asset  Management Inc. (a wholly owned subsidiary of Morgan
      Stanley Group,  Inc.) serves as investment adviser to the U.S. Real Estate
      Portfolio.

      FIXED  INCOME  PORTFOLIO.  The  investment  objective  of the Fixed Income
      Portfolio  is to seek  above-average  total  return over a market cycle of
      three to five years by investing  primarily in a diversified  portfolio of
      securities  issued  by the U.S.  Government  and its  Agencies,  Corporate
      Bonds,  Mortgage-Backed  Securities,  Foreign Bonds and other Fixed Income
      Securities.

      Miller Anderson & Sherrard,  LLP (an indirect  wholly owned  subsidiary of
      Morgan Stanley Group,  Inc.) serves as the investment adviser to the Fixed
      Income Portfolio.


PBHG INSURANCE SERIES FUND, INC:

      PBHG  GROWTH II  PORTFOLIO.  The  investment  objective  of PBHG Growth II
      Portfolio is to seek capital appreciation by investing primarily in common
      stocks  and  convertible  securities  of  small  and  medium  size  growth
      companies  (market  capitalization  or annual revenue of up to $4 billion)
      that are considered to have an outlook for strong  earnings growth and the
      potential for significant capital appreciation.

      PBHG TECHNOLOGY & COMMUNICATIONS  PORTFOLIO.  The investment  objective of
      the PBHG Technology & Communications Portfolio is to seek long-term growth
      of capital by investing primarily in common stocks of companies which rely
      extensively on technology or communications  in their product  development
      or operations,  or which may be experiencing  exceptional  growth in sales
      and earnings driven by technology or  communications-related  products and
      services.

      Pilgrim Baxter & Associates, Ltd. serves as the investment adviser to each
      of these Portfolios.

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.

                                    Page 23
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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.

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.


                                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 performance data and 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


                                    Page 24
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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 standardized  average annual total return quotations  reflect the
deduction of all applicable  charges  except for premium  taxes.  In addition to
standardized  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
charges will be higher 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.




                                    Page 25
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         ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)
                               AND THE SEPARATE ACCOUNT
     
         ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)

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

The Company is a wholly owned subsidiary of Great American(REGISTERED TRADEMARK)
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.

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
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.

                                    Page 26
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
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The Separate Account is divided into Sub-Accounts,  each of which invests solely
in a specific  corresponding  Fund.  (See "THE  FUNDS," page 20.) Changes to the
Sub-Accounts  may be made at the  discretion  of the Company.  (See  "Additions,
Deletions, or Substitutions," page 24.)



                                   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.

FIXED ACCOUNT OPTIONS


There are currently five 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,  Five-Year,  and  Seven-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


                                    Page 27
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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.


                                     THE CONTRACTS

Each Contract is an individual flexible premium deferred annuity. The rights and
benefits are  described  below and in each  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
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.  Where required by state law, the right to cancel provision of a
Contract may provide for refund of a different  amount, or a right to cancel for
a different period of time, than described above.





                                    Page 28
<PAGE>


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

                                   PURCHASE PAYMENTS

PURCHASE PAYMENTS


The minimum initial Purchase Payment for Qualified  Contracts  purchased under a
periodic  payment program is $50; for other  Qualified  contracts,  $2,000;  for
Non-Qualified  Contracts  purchased under a periodic payment program,  $100; and
for other Non-Qualified  Contracts,  $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 Annuity Commencement Date so long as the Contract has not
been fully surrendered.


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

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

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

ALLOCATION OF PURCHASE PAYMENTS

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


                                     ACCOUNT VALUE

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



                                    Page 29
<PAGE>

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


FIXED ACCOUNT VALUE

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

VARIABLE ACCOUNT VALUE

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

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

      (1)  transfer from a Sub-Account;

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

      (3)  payment of a Death Benefit;

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

      (5)  deduction of the Contract Maintenance Fee; or

      (6)  deduction of any Transfer Fee.

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

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.



                                    Page 30
<PAGE>


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

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

      (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.











                                    Page 31
<PAGE>


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

                                       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.

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.



                                    Page 32
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------


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 or 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.


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.


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.


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.

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.


PRINCIPAL GUARANTEE OPTION

The Owner may elect to have the Company allocate a portion of a Purchase Payment
to the Fixed Account  Seven-Year  Guarantee  Period such that, at the end of the
Seven-Year  Guarantee  Period,  that account will grow to an amount equal to the
total  Purchase  Payment.  The Company  determines  the portion of the  Purchase
payment which must be allocated to the Fixed Account Seven-Year Guarantee Period
such that, based on the interest rate then in effect,  the Seven-Year  Guarantee
account will grow to equal the full amount of the Purchase  Payment  after seven
years. The minimum Purchase Payment eligible for the Principal Guarantee program
is $5,000.

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



                                    Page 33
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------



described above without prior notice to Owners,  as permitted by applicable law.
The Company may also impose an annual fee or increase the current annual fee, as
applicable,  for any of the  foregoing  services in amount(s) as the Company may
then determine to be reasonable for participation in the service.



                                      SURRENDERS

SURRENDER VALUE

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

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

The Surrender Value at any time is an amount equal to:
            (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 38.)


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 47.)


SUSPENSION OR DELAY IN PAYMENT OF SURRENDER VALUE

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

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

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

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

                                    Page 34
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------


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

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

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

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

FREE WITHDRAWAL PRIVILEGE

Subject to the  provisions of the Contract,  the Company will waive the CDSC, to
the extent applicable, on full or partial surrenders as follows:

            (1) during the first  Contract  Year, on an amount equal to not more
than 10% of all Purchase Payments received; and


            (2) during the second and succeeding  Contract  Years,  on an amount
equal to not more than the greater of: (a)  accumulated  earnings as of the last
Contract Anniversary (Account Value in excess of Purchase Payments);  or (b) 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 withdraw money automatically 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  DEDUCTIONS,"  page 38.) 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.

Systematic  withdrawals  may have tax  consequences or may be limited by tax law
restrictions. (See "FEDERAL TAX MATTERS," page 47.)


                                 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.

                                    Page 35
<PAGE>


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


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;

      (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





















                                    Page 36
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------


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;

      (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 41.)




                                    Page 37
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------


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




















                                    Page 38
<PAGE>



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


 Number of Full Years Elapsed Between        Contingent Deferred Sales 
  Date of Receipt of Purchase Payment         Charge as a Percentage of
and Date Written Request for Surrender       Associated Purchase Payment
              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 35.)


No CDSC is assessed upon payment of the Death Benefit.


The CDSC will be waived  upon  surrender  if 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.


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 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.



                                    Page 39
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------



The CDSC may be reduced or waived on  partial  or full  surrenders  from a Fixed
Account option to the extent required to satisfy state 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.  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.


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 Contracts and
Separate  Account.  The  Company  does  not  expect  to make a  profit  from the
administrative  charges of a particular Contract. The Company does not expect to
make a profit from the Contract Maintenance Fee.




MORTALITY AND EXPENSE RISK CHARGE

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

                                    Page 40
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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

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

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

PREMIUM TAXES

Certain state and local governments  impose premium taxes. These taxes currently
range up to 5.0%  depending  upon the  jurisdiction.  The  Company,  in its sole
discretion and in compliance  with any applicable  state law, will determine the
method used to recover  premium tax expenses  incurred.  The Company will deduct
any  applicable  premium  taxes  from  the  Account  Value  either  upon  death,
surrender,  annuitization,  or at the  time  Purchase  Payments  are  made  to a
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 20.)



                               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.


                                    Page 41
<PAGE>


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

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

BENEFIT PAYMENTS

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

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

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

FIXED DOLLAR BENEFIT

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

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

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.


                                    Page 42
<PAGE>

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


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

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

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


TRANSFERS AFTER THE ANNUITY COMMENCEMENT DATE

After the Annuity  Commencement Date, no transfers between the Fixed Account and
the Separate  Account are permitted.  However,  after a Variable  Dollar Annuity
Benefit  has been paid for at least  twelve  months,  the  Participant  may,  by
Written Request to the  Administrative  Office,  transfer  Annuity Units between
Sub-Accounts no more than once during a twelve-month period.

ANNUITY TRANSFER FORMULA

Transfers after the Annuity  Commencement Date are implemented  according to the
following formulas:

       (1) Determine the number of units to be transferred  from the Sub-Account
as follows:

            = AT/AUV1

       (2) Determine the number of Annuity Units  remaining in such  Sub-Account
(after the transfer):

            =UNIT1-AT/AUV1

       (3) Determine the number of Annuity Units in the  transferee  Sub-Account
(after the transfer):

            =UNIT2 + AT/AUV2

       (4) Subsequent  Variable Dollar Annuity Benefit payments will reflect the
changes in Annuity  Units in each  Sub-Account  as of the next  Variable  Dollar
Annuity Benefit payment's due date.

Where:

(AUV1) is the Annuity Unit Value of the  Sub-Account  that the transfer is being
made from as of the end of the Valuation Period in which the transfer request is
received.




                                    Page 43
<PAGE>


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


(AUV2) is the Annuity Unit Value of the  Sub-Account  that the transfer is being
made from as of the end of the Valuation Period in which the transfer request is
received.

(UNIT1) is the number of Annuity Units in the  Sub-Account  that the transfer is
being made from, before the transfer.

(UNIT2) is the number of Annuity Units in the  Sub-Account  that the transfer is
being made to, before the transfer.

(AT) is the dollar amount being transferred from the Sub-Account.


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 Tables apply to this Option.

OPTION C:   JOINT AND ONE-HALF SURVIVOR ANNUITY

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


                                    Page 44
<PAGE>


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

with  the  change.  More  than  one  settlement  option  may be  elected  if the
requirements  for each  settlement  option elected are  satisfied.  Once payment
begins under a settlement option, the settlement option may not be changed.

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

SETTLEMENT OPTION TABLES

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

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

                               GENERAL PROVISIONS

NON-PARTICIPATING

The Contracts do 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.  The Company may also  require  proof that any such
person is still living.

DISCHARGE OF LIABILITY

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

TRANSFER OF OWNERSHIP

NON-QUALIFIED CONTRACT

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

            1) it must be made by Written Request; and

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

                                    Page 45
<PAGE>

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


QUALIFIED CONTRACT

The Owner of a Qualified Contract may not transfer ownership.

ASSIGNMENT

NON-QUALIFIED CONTRACT

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

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

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

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

QUALIFIED CONTRACT

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

ANNUAL REPORT

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

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

INCONTESTABILITY

No Contract shall be contestable by the Company.

ENTIRE CONTRACT

The Company issues the Contracts 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.

                                    Page 46
<PAGE>

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


CHANGES -- WAIVERS

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

NOTICES AND DIRECTIONS

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

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


                               FEDERAL TAX MATTERS

INTRODUCTION

The following  discussion is a general description of federal tax considerations
relating to the Contract and is not intended as tax advice.  This  discussion is
not  intended  to  address  the  tax  consequences  resulting  from  all  of the
situations  in which a person may be entitled  to or may receive a  distribution
under a 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.


A Contract may be  purchased  on a  tax-qualified  or  non-tax-qualified  basis.
Qualified  Contracts are designed for use in connection  with plans  entitled to
special  income tax treatment  under  Section 401, 403, or 408 of the Code.  The
ultimate effect of federal income taxes on the amounts held under a Contract, on
Benefit  Payments,  and on the economic  benefit to the Owner or the Beneficiary
may  depend  on the  type  of  Contract  and the tax  status  of the  individual
concerned.

Certain  requirements  must be satisfied in purchasing a Qualified  Contract and
receiving  distributions  from such a Contract  in order to  continue to receive
favorable  tax  treatment.  The  Company  makes no attempt to provide  more than
general   information   about  use  of  Contracts  with  the  various  types  of
tax-qualified  arrangements.  Owners and  Beneficiaries  are cautioned  that the
rights of any person to any benefits may be subject to the terms and  conditions
of the tax-qualified arrangement,  regardless of the terms and conditions of the
Contract. Some tax-qualified  arrangements are subject to distribution and other
requirements  that are not incorporated in the  administration  of the Contract.
Owners are responsible for determining  that  contributions,  distributions  and
other  transactions with respect to Qualified  Contracts satisfy applicable law.
Therefore, purchasers of Qualified Contracts should seek competent legal and tax
advice  regarding  the  suitability  of the  Contract for their  situation,  the
applicable requirements, and the tax treatment of the rights and benefits of the
Contract. The Statement of Additional Information discusses the requirements for
qualifying as an annuity.




                                    Page 47
<PAGE>

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


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,  other than  Systematic  Withdrawal
Option payments treated as Annuity Benefit Payments for tax purposes, 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 and/or  non-excludable  Purchase Payments paid by or on behalf of
any  individual.  Special tax rules may be available  for certain  distributions
from a Qualified Contract.

NON-QUALIFIED CONTRACTS

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

ANNUITY BENEFIT PAYMENTS

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



                                    Page 48
<PAGE>

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


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. A 25% premature  distribution penalty applies to certain distributions
from a Savings  Incentive  Match Plan for  Employees  (SIMPLE) IRA  described in
Section 408(p) of the Code.


TAXATION OF DEATH BENEFIT PROCEEDS

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

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF THE CONTRACT

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

QUALIFIED CONTRACTS - GENERAL

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

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)
attainment of age 70 1/2; or (4) death.  Section 830.205 of the Texas Government
Code provides that benefits under the optional  retirement  program ("ORP") vest
after  one year of  participation.  Accordingly,  an  Account  Value  cannot  be
withdrawn or distributed without written  certification from the employer of the
ORP participant's vesting status and, if the participant is living and under age
70 1/2, the participant's retirement or other termination from employment.


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 a Simplified  Employee  Pension (SEP) Plan or Savings  Incentive Match
Plan for  Employees  (SIMPLE)  to provide IRA  contributions  on behalf of their
employees.




                                    Page 49
<PAGE>

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


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.  Subject to
certain limits, such contributions are not includable in the gross income of the
employee until the employee receives  distributions under the Contract.  Amounts
attributable to contributions made under a salary reduction  agreement cannot be
distributed  until the  employee  attains age 59 1/2,  separates  from  service,
becomes disabled, incurs a hardship or dies.


PENSION AND PROFIT SHARING 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.  Purchasers  of a Contract for use with such plans should seek  competent
advice regarding the suitability of the proposed plan documents and the Contract
for their specific needs.


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).



                                    Page 50
<PAGE>

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


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.




















                                    Page 51
<PAGE>


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


                          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 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.


The Company or AAG Securities may pay commissions to registered  representatives
of AAG securities and other  broker-dealers  of up to 8.5% of Purchase  Payments
made under the  Contracts  ("Commissions").  These  Commissions  are  reduced by
one-half for contracts issued to Owners over age 75. When permitted by state law
and in exchange for lower initial Commissions, AAG Securities and/or the Company
may pay trail commissions to registered representatives of AAG Securities and to
other  broker-dealers.  Trail  commissions  are not expected to exceed 1% of the
Account Value of a Contract on an annual basis. To the extent  permissible under
current law, the company and/or AAG Securities may pay  production,  persistency
and managerial bonuses as well as other promotional incentives, in cash or other
compensation,  to  registered  representatives  of AAG  Securities  and/or other
broker-dealers.


                                LEGAL PROCEEDINGS

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


                                  VOTING RIGHTS

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

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


                                    Page 52
<PAGE>

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


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 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:











                                    Page 53
<PAGE>

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

                                   TABLE OF CONTENTS


                                                                            PAGE
ANNUITY INVESTORS - LIFE INSURANCE COMPANY(REGISTERED TRADEMARK)              1
General Information and History                                               2
State Regulation                                                              2

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

DISTRIBUTION OF THE CONTRACTS                                                 3

CALCULATION OF PERFORMANCE INFORMATION                                        4
Money Market Sub-Account Standardized Yield Calculation                       4
Other Sub-Account Standardized Yield Calculation                              5
Standardized Total Return Calculation                                         6
Hypothetical Performance Data                                                 7
Other Performance Data                                                        8

FEDERAL TAX MATTERS                                                          10
Taxation of the Company                                                      10
Tax Status of the Contract                                                   11

FINANCIAL STATEMENTS                                                         12







                                    Page 54
<PAGE>


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

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


Copies  of the  Statement  of  Additional  Information  dated  May 1,  1997  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:       _____________________________________________________________





























                                    Page 55
<PAGE>


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


                                   APPENDIX A

QUALIFIED CONTRACTS

            OPTION A TABLE -- INCOME FOR A FIXED PERIOD Payments for
                 fixed number of years for each $1,000 applied.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Terms                                Terms                                Terms 
 of                                  of                                   of    
Pay-           Semi  Quar-           Pay-          Semi   Quar-           Pay-          Semi-    Quar-
ments  Annual Annual terly  Monthly  ments Annual Annual  terly  Monthly  ments Annual  Annual   terly   Monthly
- ----------------------------------------------------------------------------------------------------------------
Years                               Years                                 Years
<S>    <C>     <C>    <C>    <C>     <C>  <C>     <C>     <C>     <C>      <C>   <C>     <C>     <C>     <C> 
 6     184.60  91.62  45.64  15.18   11   108.08  53.64   26.72   8.88     16    79.61   39.51   19.68   6.54
 7     160.51  79.66  39.68  13.20   12   100.46  49.86   24.84   8.26     17    75.95   37.70   18.78   6.24
 8     142.46  70.70  35.22  11.71   13    94.03  46.67   23.25   7.73     18    72.71   36.09   17.98   5.98
 9     128.43  63.74  31.75  10.56   14    88.53  43.94   21.89   7.28     19    69.81   34.65   17.26   5.74
10     117.23  58.18  28.98   9.64   15    83.77  41.57   20.71   6.89     20    67.22   33.36   16.62   5.53
- ----------------------------------------------------------------------------------------------------------------
</TABLE>



















                                    Page 56
<PAGE>


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

                               OPTION B TABLES - LIFE ANNUITY
                          With Payments For At Least A Fixed Period

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









                                    Page 57
<PAGE>


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*.
<TABLE>
<CAPTION>

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

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




NON-QUALIFIED CONTRACTS


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

- ----------------------------------------------------------------------------------------------------------------
Terms                                Terms                                Terms 
 of                                  of                                   of    
Pay-           Semi  Quar-           Pay-          Semi   Quar-           Pay-          Semi-    Quar-
ments  Annual Annual terly  Monthly  ments Annual Annual  terly  Monthly  ments Annual  Annual   terly   Monthly
- ----------------------------------------------------------------------------------------------------------------
Years                               Years                                Years
<S>    <C>     <C>    <C>    <C>      <C> <C>     <C>     <C>     <C>     <C>   <C>     <C>      <C>      <C> 
 6     184.60  91.62  45.64  15.18    11  108.08  53.64   26.72   8.88    16    79.61   39.51    19.68    6.54
 7     160.51  79.66  39.68  13.20    12  100.46  49.86   24.84   8.26    17    75.95   37.70    18.78    6.24
 8     142.46  70.70  35.22  11.71    13   94.03  46.67   23.25   7.73    18    72.71   36.09    17.98    5.98
 9     128.43  63.74  31.75  10.56    14   88.53  43.94   21.89   7.28    19    69.81   34.65    17.26    5.74
10     117.23  58.18  28.98   9.64    15   83.77  41.57   20.71   6.89    20    67.22   33.36    16.62    5.53
- ---------------------------------------------------------------------------------------------------------------
</TABLE>






                                    Page 58
<PAGE>

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


                                OPTION B TABLES - LIFE ANNUITY
                         With Payments For At Least A Fixed Period

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




                                    Page 59

<PAGE>

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

                                OPTION B TABLES (CONTINUED)

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









                                    Page 60
<PAGE>

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*.
<TABLE>
<CAPTION>

   ------------------------------------------------------------------------------------
     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>   <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
   ------------------------------------------------------------------------------------
</TABLE>

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



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

   ------------------------------------------------------------------------------------
     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>   <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
   ------------------------------------------------------------------------------------
</TABLE>

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





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