ANNUITY INVESTORS VARIABLE ACCOUNT A
485BPOS, 1998-04-29
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      As filed with the Securities and Exchange Commission on April 29, 1998
       
                                                               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. 2 (X)
                                     and/or
                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940 ( )
                              Amendment No. 4 (X)
                        (Check appropriate box or boxes)
    

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

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

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

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

                                    Copy to:

                           Catherine S. Bardsley, Esq.
                           Kirkpatrick & Lockhart LLP
                         1800 Massachusetts Avenue, N.W.
                             Washington, D.C. 20036
   
Approximate   Date  of  Proposed  Public   Offering:   Effective  Date  of  this
Post-Effective Amendment

It is proposed that this filing will become effective:

/_/  Immediately  upon filing pursuant to paragraph (b) of Rule 485 
/X/  On May 1, 1998  pursuant to  paragraph  (b) of Rule 485 
/_/  60 days after filing pursuant to  paragraph (a)(1) of Rule 485 
/_/  On  _________ pursuant to  paragraph (a)(1) of Rule 485 
/_/  On pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

     /_/  this post-effective  amendment designates a new effective date for
          a previously filed post-effective amendment

Title of Securities being registered:
          Shares of beneficial interest
    

<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                              CROSS REFERENCE SHEET

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

<TABLE>
<CAPTION>
                                     PART A
                                     ------


     ITEM OF FORM N-4                                                   PROSPECTUS CAPTION
     ----------------                                                   ------------------
<S>       <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
                                                                                                       
                                                                        
                                       ii
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                  (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




                                      iii
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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; (SAI) Annuity Payments--Settlement Option Tables
    

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

</TABLE>

                                     PART C

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



                                       iv
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                ANNUITY INVESTORS(REGISTERED) VARIABLE ACCOUNT A
                                       OF
              ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
                                   PROSPECTUS
                                     FOR THE
                              COMMODORE AMERICUS(SERVICEMARK)
                 INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITIES
                                    ISSUED BY
                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
           P.O. BOX 5423, CINCINNATI, OHIO 45201-5423, (800) 789-6771


This  Prospectus  describes  The  Commodore   Americus(SERVICEMARK)   Individual
Flexible  Premium  Deferred  Annuity  Contracts  (each, a "Contract")  issued by
Annuity Investors Life Insurance Company(REGISTERED) (the "Company").
   
The Commodore Americus(SERVICEMARK) is available in connection with arrangements
that  qualify  for  favorable  tax  treatment  ("Qualified  Contract(s)")  under
sections 401, 403, 408 and 457(g) of 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  (other  than  457(g))  or
non-qualified deferred compensation plan.  Non-Qualified Contracts were formerly
known as The Commodore  Mariner(SERVICEMARK)  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  Benefit values
will be held in Annuity Investors(REGISTERED  TRADEMARK) Variable Account A (the
"Separate Account") and will vary according to the investment performance of the
mutual  funds in which the  Separate  Account  invests.  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. The Separate Account uses its
assets to purchase,  at their net asset value,  shares of designated  registered
investment companies or portfolios 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 and 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.  Alternatively,  you may access the  Statement  of  Additional
Information  (as well as all  other  documents  filed  with the  Securities  and
Exchange  Commission  with  respect  to the  Contracts  or the  Company)  at the
Securities and Exchange Commission's Web site http://www.sec.gov.  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.  The Company may make the Statement of Additional  Information
available  in one or more  formats at any given time,  including  in  electronic
format.
    
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                                     Page 1

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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                                     * * *
   
            THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
                     THE SECURITIES AND EXCHANGE COMMISSION
                 OR ANY STATE SECURITIES REGULATORY AUTHORITIES
     NOR HAS THE SECURITIES AND EXCHANGE 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, 1998.


This Prospectus may be supplemented from time to time. The Company may make the
Prospectus  and/or any supplements  thereto  available in one or more formats at
any given time, including in electronic format.

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


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
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

                                                                            Page

   
DEFINITIONS...................................................................6

HIGHLIGHTS ...................................................................8
           The Contract.......................................................8
           The Separate Account...............................................8
           The Fixed Account..................................................8
           Transfers Before the Annuity Commencement Date.....................8
           Surrenders.........................................................9
           Contingent Deferred Sales Charge ("CDSC")..........................9
           Other Charges and Deductions.......................................9
           Annuity Benefits...................................................9
           Death Benefit......................................................9
           Federal Income Tax Consequences....................................9
           Right to Cancel....................................................9
           Contacting the Company.............................................9
    
CONDENSED FINANCIAL INFORMATION..............................................10

SUMMARY OF EXPENSES..........................................................12
           Owner Transaction Expenses........................................12
           Annual Expenses...................................................13
           Examples..........................................................15

FINANCIAL STATEMENTS.........................................................16

THE FUNDS  ..................................................................16
     Janus Aspen Series......................................................17
               Aggressive Growth Portfolio...................................17
               Worldwide Growth Portfolio....................................17
               Balanced Portfolio............................................17
     Dreyfus Funds...........................................................17
               Capital Appreciation Portfolio (Dreyfus Variable 
                    Investment Fund).........................................17
               Growth and Income Portfolio (Dreyfus Variable Investment 
                    Fund)....................................................17
               Small Cap Portfolio (Dreyfus Variable Investment Fund)........17
               The Dreyfus Socially Responsible Growth Fund, Inc.............17
               Dreyfus Stock Index Fund......................................17
     Merrill Lynch Variable Series Funds, Inc................................18
               Basic Value Focus Fund........................................18
               Global Strategy Focus Fund....................................18
               High Current Income Fund......................................18
               Domestic Money Market Fund....................................18
     Strong Opportunity Fund II, Inc.........................................18
               Strong Opportunity Fund II....................................18
     Morgan Stanley Universal Funds, Inc.....................................18
               U.S. Real Estate Portfolio....................................18
               Fixed Income Portfolio........................................18
     PBHG Insurance Series Fund, Inc.........................................19
               PBHG Growth II Portfolio......................................19
               PBHG Technology & Communications Portfolio....................19
     Additions, Deletions, or Substitutions..................................19

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


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

                                     Page 3
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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ANNUITY INVESTORS LIFE INSURANCE COMPANY AND THE SEPARATE ACCOUNT............20
           Annuity Investors Life Insurance Company (REGISTERED).............20
           Published Ratings.................................................21
           Year 2000 ........................................................21
           The Separate Account..............................................21

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

THE CONTRACTS................................................................22
           Right to Cancel...................................................22

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

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

TRANSFERS....................................................................24
           Telephone Transfers...............................................25
           Dollar Cost Averaging.............................................25
           Portfolio Rebalancing.............................................25
           Interest Sweep....................................................26
           Principal Guarantee Option........................................26
           Changes By the Company............................................26

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

CONTRACT LOANS...............................................................28

DEATH BENEFIT................................................................28
           When A Death Benefit Will Be Paid.................................28
           Death Benefit Values..............................................28
           Death Benefit Commencement Date...................................29
           Form of Death Benefit.............................................29
           Beneficiary.......................................................29

CHARGES AND DEDUCTIONS.......................................................29
           Contingent Deferred Sales Charge ("CDSC").........................29
           Maintenance and Administrative Charges............................30
           Mortality and Expense Risk Charge.................................31
           Premium Taxes.....................................................31
           Transfer Fee......................................................31
           Fund Expenses.....................................................31

SETTLEMENT OPTIONS...........................................................32
           Annuity Commencement Date.........................................32
           Election of Settlement Option.....................................32
           Benefit Payments..................................................32
           Fixed Dollar Benefit..............................................32
           Variable Dollar Benefit...........................................32
           Transfers After the Commencement Date.............................33
           Transfer Formula..................................................33

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                                     Page 4
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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           Settlement Options................................................33
           Minimum Amounts...................................................34
           Settlement Option Tables..........................................34

GENERAL PROVISIONS...........................................................34
           Non-participating.................................................34
           Misstatement......................................................34
           Proof of Existence and Age........................................34
           Discharge of Liability............................................34
           Transfer of Ownership.............................................35
                     Non-Qualified Contract..................................35
                     Qualified Contract......................................35
           Assignment........................................................35
                     Non-Qualified Contract..................................35
                     Qualified Contract......................................35
           Annual Report.....................................................35
           Incontestability..................................................35
           Entire Contract...................................................35
           Changes -- Waivers................................................35
           Notices and Directions............................................35

FEDERAL TAX MATTERS..........................................................36
           Introduction......................................................36
           Taxation of Annuities In General..................................36
           Surrenders........................................................36
                     Qualified Contracts.....................................36
                     Non-Qualified Contracts.................................36
           Benefit Payments..................................................36
           Penalty Tax.......................................................37
           Taxation of Death Benefit Proceeds................................37
           Transfers, Assignments, or Exchanges of Contracts.................37
           Qualified Contracts - General.....................................37
                     Individual Retirement Annuities.........................37
                     Tax-Sheltered Annuities.................................37
                     Texas Optional Retirement Program.......................37
                     Pension and Profit Sharing Plans........................37
           Certain Deferred Compensation Plans...............................38
           Withholding.......................................................38
           Possible Changes in Taxation......................................38
           Other Tax Consequences............................................38
           General   ........................................................38

DISTRIBUTION OF THE CONTRACT.................................................38

LEGAL PROCEEDINGS............................................................39

VOTING RIGHTS................................................................39

AVAILABLE INFORMATION........................................................39

STATEMENT OF ADDITIONAL INFORMATION..........................................41


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                                     Page 5

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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                                   DEFINITIONS

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

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

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

ACCUMULATION  UNIT:  The unit of  measure  used to  calculate  the  value of the
Sub-Account(s)  prior  to the  applicable  Commencement  Date.  The  value of an
Accumulation   Unit  is  referred  to  as  an   "Accumulation   Unit  Value"  or
"Accumulation UV."

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.

ANNUITANT:  The person on whose life Annuity Benefit payments are based.

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. The value of a Benefit Unit is referred to as a "Benefit Unit Value."

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.

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.
    

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                                     Page 6

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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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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 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.

PAYMENT INTERVAL: A monthly,  quarterly, annual or other regular interval during
the Benefit Payment Period.

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.
    

   
    

   
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 is
invested in the shares of a designated Fund.

SURRENDER  VALUE:  The  amount  payable  under a  Contract  if the  Contract  is
surrendered.

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

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

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

                                     Page 7
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INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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                                   HIGHLIGHTS
   
    

   
THE CONTRACT.  The Commodore  Americus(SERVICEMARK)  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  (other  than  457(g))  or
non-qualified  deferred  compensation  plan,  as well as for  arrangements  that
qualify for favorable tax  treatment  under  Sections 401, 403, 408 or 457(g) of
the Code.

The  Owner  is the  person  or  persons  designated  as  such  on  the  Contract
Specifications  page.  Subject to the terms of the Contract and unless the Owner
dies before the Annuity  Commencement  Date,  the Account  Value,  after certain
adjustments,  will be applied to the  payment  of an Annuity  Benefit  under the
settlement option elected by the Owner.
    
The  Account  Value will  depend on the  investment  experience  of the  amounts
allocated  to each  Sub-Account  of the  Separate  Account  elected by the Owner
and/or  interest  credited on amounts  allocated to the Fixed Account  option(s)
elected.  All Annuity Benefits and other values provided under the Contract when
based on the  investment  experience of the Separate  Account  Sub-Accounts  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 Sub-Accounts 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 21.) The Separate  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 and 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 29. For more  information  about
the Funds, see "THE FUNDS," page 16, and the accompanying Fund prospectuses.
    

   
    
   
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 21.)
    

TRANSFERS   BEFORE  THE  ANNUITY   COMMENCEMENT   DATE.  Prior  to  the  Annuity
Commencement  Date, the Owner may transfer  values between the Separate  Account
and the Fixed Account,  within the Fixed Account and 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 24.)
<PAGE>

   
The Company currently charges a fee of $25 for each transfer ("Transfer Fee") in
excess of twelve made during the same Contract Year. (See "TRANSFERS," page 24.)
    

- --------------------------------------------------------------------------------
                                     Page 8
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

   
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 36.)

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 29.)
    

   
    
   
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 that allow
the Company to incur  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").  The Mortality and Expense Risk Charge is not
assessed against Fixed Account options. (See "CHARGES AND DEDUCTIONS," page 29.)

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.  The Contract Maintenance Fee is
not assessed against Fixed Account options.  (See "CHARGES AND DEDUCTIONS," page
29.)

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 29.)
    
   
    
   
ANNUITY  BENEFITS.  Annuity Benefits are paid on a fixed or variable basis, or a
combination of both. (See "Benefit Payments," page 32.)
    
   
    
   
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 28.)
    
   
    
   
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 36.)
    
   
    

<PAGE>

   
RIGHT TO CANCEL.  An Owner may cancel the Contract by giving the Company written
notice of  cancellation  and  returning  the  Contract  before  midnight  of the
twentieth day (or longer if required by state law) after receipt. (See "Right to
Cancel," page 22.)
    
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.  PLEASE REFER TO THE FUND  PROSPECTUSES FOR DETAILED
INFORMATION  ABOUT THE FUNDS. THE REQUIREMENTS OF A PARTICULAR  RETIREMENT PLAN,
AN ENDORSEMENT TO A CONTRACT, OR LIMITATIONS OR PENALTIES IMPOSED BY THE CODE OR
THE EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF 1974,  AS AMENDED,  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 36.)
    
- --------------------------------------------------------------------------------
                                     Page 9
<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, 1997.
This  information  should  be read in  conjunction  with  the  Separate  Account
financial  statement  (including the notes thereto) included in the Statement of
Additional  Information.  (No Enhanced  Contracts were issued as of December 31,
1997.)
    

<TABLE>
<CAPTION>
   
                                                                   1997                1996                1995
                                                                   ----                ----                ----
DREYFUS VARIABLE INVESTMENT FUND:
<S>                                                           <C>                      <C>               <C>       
     CAPITAL APPRECIATION PORTFOLIO
     Accumulation UV - beginning                              12.330543                9.944353           10.000000/1
     Accumulation UV - ending                                 15.594553               12.330543            9.944353
     Accumulated units at year end                          247,118.575              33,424.286               0.000
     GROWTH AND INCOME PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 11.475350                     N/A                 N/A
     Accumulated units at year end                           48,865.286                     N/A                 N/A
     SMALL CAP PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 12.145032                     N/A                 N/A
     Accumulated units at year end                           86,150.930                     N/A                 N/A

THE DREYFUS SOCIALLY RESPONSIBLE GROWTH FUND, INC.
Accumulation UV - beginning                                   11.924561                9.960199           10.000000/1
Accumulation UV - ending                                      15.126449               11.924561            9.960199
Accumulated units at year end                               132,957.488              15,316.028               0.000

DREYFUS STOCK INDEX FUND
Accumulation UV - beginning                                   12.092195                9.992509           10.000000/1
Accumulation UV - ending                                      15.879169               12.092195            9.992509
Accumulated units at year end                               324,713.323              29,203.177               0.000

JANUS ASPEN SERIES:
     AGGRESSIVE GROWTH PORTFOLIO
     Accumulation UV - beginning                              10.979832               10.299246           10.000000/1
     Accumulation UV - ending                                 12.217744               10.979832           10.299246
     Accumulated units at year end                          207,227.419              52,219.342               0.000
     WORLDWIDE GROWTH PORTFOLIO
     Accumulation UV - beginning                              13.048360               10.239284           10.000000/1
     Accumulation UV - ending                                 15.742391               13.048360           10.239284
     Accumulated units at year end                          425,739.592              50,730.352               0.000
     BALANCED PORTFOLIO
     Accumulation UV - beginning                              11.670308               10.171211           10.000000/1
     Accumulation UV - ending                                 14.073772               11.670308           10.171211
     Accumulated units at year end                          409,917.307              49,603.384               0.000
     SHORT-TERM BOND PORTFOLIO/3
     Accumulation UV - beginning                              10.332080               10.061754           10.000000/1
     Accumulation UV - ending                                 10.890671               10.332080           10.061754
     Accumulated units at year end                            3,967.559               4,216.270               0.000
    
</TABLE>

1 Effective December 7, 1995 on Separate Account commencement date.
2 Effective May 1, 1997 on effective date of  Post-Effective  Amendment No. 1 to
Registration Statement.
3 Because  this  Sub-Account  was  eliminated  effective  May 1, 1997,  Purchase
Payments may no longer be allocated to it.


- --------------------------------------------------------------------------------
                                    Page 10


<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   
                                                                   1997                1996                1995
                                                                   ----                ----                ----
MERRILL LYNCH VARIABLE SERIES FUNDS, INC.:

<S>                                                           <C>                     <C>                 <C>       
     BASIC VALUE FOCUS FUND
     Accumulation UV - beginning                              12.094664               10.147434           10.000000/1
     Accumulation UV - ending                                 14.408954               12.094664           10.147434
     Accumulated units at year end                           68,181.594               6,820.503               0.000
     GLOBAL STRATEGY FOCUS FUND
     Accumulation UV - beginning                              11.294096               10.105242           10.000000/1
     Accumulation UV - ending                                 12.486612               11.294096           10.105242
     Accumulated units at year end                           17,615.512               2,114.707               0.000
     HIGH CURRENT INCOME FUND
     Accumulation UV - beginning                              11.119068               10.118436           10.000000/1
     Accumulation UV - ending                                 12.189961               11.119068           10.118436
     Accumulated units at year end                           65,756.981               6,837.357               0.000
     DOMESTIC MONEY MARKET FUND
     Accumulation UV - beginning                               1.041216                1.002475            1.000000/1
     Accumulation UV - ending                                  1.079946                1.041216            1.002475
     Accumulated units at year end                          697,535.841             325,331.820               0.000

PBHG INSURANCE SERIES FUND, INC.:
     PBHG GROWTH II PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 10.661135                     N/A                 N/A
     Accumulated units at year end                           15,905.540                     N/A                 N/A
     PBHG TECHNOLOGY & COMMUNICATIONS PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 10.323925                     N/A                 N/A
     Accumulated units at year end                           51,276.959                     N/A                 N/A

MORGAN STANLEY UNIVERSAL FUNDS, INC.:
     U.S. REAL ESTATE PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 12.291156                     N/A                 N/A
     Accumulated units at year end                           19,438.406                     N/A                 N/A
     FIXED INCOME PORTFOLIO
     Accumulation UV - beginning                              10.000000/2                   N/A                 N/A
     Accumulation UV - ending                                 10.740991                     N/A                 N/A
     Accumulated units at year end                            7,144.949                     N/A                 N/A

STRONG OPPORTUNITY FUND II, INC.
Accumulation UV - beginning                                  10.0000002                     N/A                 N/A
Accumulation UV - ending                                      12.311565                     N/A                 N/A
Accumulated units at year end                                35,542.297                     N/A                 N/A
    
</TABLE>


- --------------------------------------------------------------------------------
                                    Page 11
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


                               SUMMARY OF EXPENSES

OWNER TRANSACTION EXPENSES.
<TABLE>
<CAPTION>
   
<S>                                                                                         <C>
=========================================================================================== ==================
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 Fee/4                                                                                    $25
- --------------------------------------------------------------------------------------------------------------
Annual Contract Maintenance Fee/5                                                                 $25
=========================================================================================== ==================
    
</TABLE>

4 The first twelve transfers in a Contract year are free. Thereafter,  a $25 fee
will be charged on each subsequent transfer.
5 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 12
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


ANNUAL  EXPENSES.  The  purpose  of  these  tables  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 tables
reflect  expenses  of each  Sub-Account  as well as of the  Funds in  which  the
Separate  Account  invests.  See  "CHARGES  AND  DEDUCTIONS,"  page  29 of  this
Prospectus and the  accompanying  prospectus for the applicable  Fund for a more
complete  description of the various costs and expenses.  Information  regarding
each  underlying  Fund has been  provided to the  Company by each Fund,  and the
Company has not  independently  verified  such  information.  In addition to the
expenses  listed above,  premium  taxes may be  applicable.  The dollar  figures
should not be considered a  representation  of past or future  expenses.  Actual
expenses may be greater or less than those shown.

<TABLE>
<CAPTION>
   
- ----------------------------------------------------------------------------------------------------------------------------
 Separate Account Annual     Janus A.S.   Janus A.S.   Janus A.S.    Dreyfus V.I.F.  Dreyfus V.I.F.  Dreyfus V.I.F.
 Expenses/6  (as a           Aggressive   Worldwide    Balanced      Growth and      Small Cap       Capital  
 Percentage of average       Growth       Growth       Portfolio/7   Income          Portfolio       Portfolio 
 Separate Account assets)    Portfolio/7  Portfolio/7  -----------   Portfolio       -------------   Appreciation
 ------------------------    -----------  -----------                ---------                       ------------
==============================================================================================================================
<S>                          <C>           <C>         <C>           <C>             <C>             <C>   
    Mortality and Expense
    Risk Charge              1.25%         1.25%       1.25%         1.25%           1.25%           1.25% 
- ------------------------------------------------------------------------------------------------------------------------------
    Administration Charge    0.00%         0.00%       0.00%         0.00%           0.00%           0.00% 
- ------------------------------------------------------------------------------------------------------------------------------
    Other Fees and
    Expenses of the
    Separate Account         0.00%         0.00%       0.00%         0.00%           0.00%           0.00%
- ------------------------------------------------------------------------------------------------------------------------------
    Total Separate Account
    Annual Expenses          1.25%         1.25%       1.25%         1.25%           1.25%           1.25%
- ------------------------------------------------------------------------------------------------------------------------------
 Fund Annual  Expenses/8 (as a  percentage  of Fund average net assets after fee waiver and/or expense reimbursement, if any)
- ------------------------------------------------------------------------------------------------------------------------------
    Management Fees          0.73%         0.66%       0.76%         0.75%           0.75%           0.75%
- ------------------------------------------------------------------------------------------------------------------------------
    Other Expenses           0.03%         0.08%       0.07%         0.05%           0.03%           0.05%
- ------------------------------------------------------------------------------------------------------------------------------
    Total Fund Annual
    Expenses                 0.76%         0.74%       0.83%         0.80%           0.78%           0.80%
==============================================================================================================================
    
</TABLE>

   


    

- ----------------------
   
6 Annual expenses are the same for each Sub-Account. These expenses are based on
expenses incurred for the fiscal year ended December 31, 1997.
7 The management fee for each of these Portfolios  reflects the new rate applied
to net  assets  as of  December  31,  1997.  Other  expenses  are based on gross
expenses of the Shares before  expense offset  arrangements  for the fiscal year
ended December 31, 1997. Fee  reductions  for the Aggressive  Growth,  Worldwide
Growth,  and Balanced  Portfolios  reduce the management fee to the level of the
corresponding  Janus retail fund.  Without such reductions,  the Management Fee,
Other  Expenses  and total  Operating  Expenses  for the Shares  would have been
0.74%,  0.04% and 0.78% for Aggressive Growth Portfolio;  0.72%, 0.09% and 0.81%
for  Worldwide  Growth  Portfolio;  and  0.77%,  0.06% and  0.83%  for  Balanced
Portfolio,  respectively.  Janus  Capital may modify or terminate the waivers or
reductions at any time upon at least 90 days notice to the Trustees.
8 Data for each Fund are for its fiscal year ended  December  31,  1997.  Actual
expenses in future years may be higher or lower.
    

- --------------------------------------------------------------------------------
                                    Page 13
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
   
===========================================================================================================================
 Separate Account Annual     The Dreyfus   Dreyfus Stock  Merrill Lynch  Merrill Lynch   Merrill Lynch  Merrill Lynch
 Expenses/6 (as a            Socially      Index Fund     V.S.F. Basic   V.S.F. Global   V.S.F. High    V.S.F. 
 percentage of average       Responsible   ----------     Value Focus    Strategy        Current        Domestic Money
                             Growth                       Fund           Focus Fund      Income Fund    Market Fund
 Separate Account assets)    Fund, Inc.                   -------------  -------------   -----------    --------------
- -------------------------    ----------
- ----------------------------------------------------------------------------------------------------------------------------
<S>                          <C>            <C>           <C>            <C>              <C>           <C>  
    Mortality and Expense    
    Risk Charge              1.25%          1.25%         1.25%          1.25%            1.25%         1.25%
- ----------------------------------------------------------------------------------------------------------------------------
    Administration Charge    0.00%          0.00%         0.00%          0.00%            0.00%         0.00%
- ----------------------------------------------------------------------------------------------------------------------------
    Other Fees and
    Expenses of the
    Separate Account         0.00%          0.00%         0.00%          0.00%            0.00%         0.00%
- ----------------------------------------------------------------------------------------------------------------------------
    Total Separate Account
    Annual Expenses          1.25%          1.25%         1.25%          1.25%            1.25%         1.25%
- ----------------------------------------------------------------------------------------------------------------------------
Fund Annual Expenses/8 (as a  percentage  of Fund average net assets after fee waiver and/or expense reimbursement, if any)
- ----------------------------------------------------------------------------------------------------------------------------
    Management Fees          0.75%          0.25%         0.60%          0.65%            0.48%         0.50%
- ----------------------------------------------------------------------------------------------------------------------------
    Other Expenses           0.07%          0.03%         0.05%          0.08%            0.06%         0.04%
- ----------------------------------------------------------------------------------------------------------------------------
    Total Fund Annual
    Expenses                 0.82%          0.28 %        0.65%          0.73%            0.54%         0.54%
============================================================================================================================
============================================================================================================================
 Separate Account Annual     Strong         Morgan Stanley    Morgan Stanley -     PBHG Insurance      PBHG Insurance Series
 Expenses/6 (as a            Opportunity    U.S. Real Estate  Fixed Income         Series Fund,        Fund, Inc. - Pbhg
 Percentage Of Average       Fund II, Inc.  Portfolio/9       Portfolio/9          Series Growth II    Technology &
 Separate Account assets)    -------------  ----------------  -----------------    Portfolio/10        Communications  
 -----------------------                                                           ---------------     Portfolio/10
                                                                                                       ----------------------
- -----------------------------------------------------------------------------------------------------------------------------
    Mortality and  Expense
    Risk Charge              1.25%          1.25%              1.25%               1.25%                1.25%
- -----------------------------------------------------------------------------------------------------------------------------
    Administration Charge    0.00%          0.00%              0.00%               0.00%                0.00%
- -----------------------------------------------------------------------------------------------------------------------------
    Other Fees and
    Expenses of the
    Separate Account         0.00%          0.00%              0.00%               0.00%                0.00%
- -----------------------------------------------------------------------------------------------------------------------------
    Total Separate Account
    Annual Expenses          1.25%            1.25%            1.25%               1.25%                1.25%
- -----------------------------------------------------------------------------------------------------------------------------
Fund Annual  Expenses/8  (as a  percentage  of Fund average net assets after fee waiver and/or expense reimbursement, if any)
- -----------------------------------------------------------------------------------------------------------------------------
    Management Fees          1.00%            0.00%            0.00%               0.00%                0.00%
- -----------------------------------------------------------------------------------------------------------------------------
    Other Expenses           0.15%            1.10%            0.70%               1.20%                1.20%
- -----------------------------------------------------------------------------------------------------------------------------
    Total Fund Annual
    Expenses                 1.15%            1.10%            0.70%               1.20%                1.20%
=============================================================================================================================
    
</TABLE>
- ------------------
   
9 The  information  for each  Portfolio is net of fee waivers or  reimbursements
from MSAM or MAS.  Absent such  waivers and  reimbursements  "Management  Fees",
"Other  Expenses" and "Total Fund Annual  Expenses,  " respectively,  would have
been as follows:  U.S. Real Estate Portfolio - 0.80%, 1.52%, 2.32%; Fixed Income
Portfolio - 0.40%, 1.31%, 1.71%. MSAM or MAS may terminate this voluntary waiver
at any time in their sole discretion.

<PAGE>

10 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, 1998,
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,  Management  Fees  and  Total  Operating  Expenses  for the  PBHG
Technology  &   Communication   Portfolio  would  have  been  0.85%  and  5.09%,
respectively  and for the PBHG  Growth II  Portfolio  would  have been 0.85% and
4.38%, respectively for the period ended December 31, 1997.
    
- --------------------------------------------------------------------------------
                                    Page 14
<PAGE>



INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


EXAMPLES. 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 examples reflect expenses of
the  Separate  Account  as well as of the  Funds in which the  Separate  Account
invests.  See "CHARGES AND  DEDUCTIONS"  on page 29 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 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 fee table and
examples do not include charges to the Owner for premium taxes.

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>
   
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
<S>                                                                         <C>          <C>          <C>          <C>     
Sub-account                                                                 1 Year       3 Years      5 Years      10 Years
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Janus Aspen Series-Aggressive Growth Portfolio                               $92          $120          $157         $307
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Janus Aspen Series-Worldwide Growth Portfolio                                $92          $120          $156         $304
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Janus Aspen Series-Balanced Portfolio                                        $92          $123          $161         $316
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Dreyfus Variable Investment Fund-Capital Appreciation Portfolio              $92          $122          $159         $312
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
The Dreyfus Socially Responsible Growth Fund, Inc.                           $92          $122          $160         $314
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Dreyfus Variable Investment Fund-Growth and Income Portfolio                 $92          $122          $159         $312
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Dreyfus Variable Investment Fund-Small Cap Portfolio                         $92          $121          $158         $309
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Dreyfus Stock Index Fund                                                     $87          $105          $129         $242
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Merrill Lynch Variable Series Funds, Inc.-Basic Value Focus Fund             $91          $117          $150         $292
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Merrill Lynch Variable Series Funds, Inc.-Global Strategy Focus Fund         $91          $120          $155         $303
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Merrill Lynch Variable Series Funds, Inc.-High Current Income Fund           $90          $113          $144         $277
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Merrill Lynch Variable Series Funds, Inc.-Domestic Money Market Fund         $90          $113          $144         $277
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Strong Opportunity Fund II, Inc.                                             $96          $133          $179         $357
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Morgan Stanley Universal Funds, Inc.-U.S. Real Estate Portfolio              $95          $131          $176         $351
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
Morgan Stanley Universal Funds, Inc.-Fixed Income Portfolio                  $91          $119          $153         $299
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                    $96          $135          $182         $363
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
PBHG Insurance Series Fund, Inc.-PBHG Technology & Communications 
Portfolio                                                                    $96          $135          $182         $363
- ----------------------------------------------------------------------- ------------ ------------- ------------ ------------
    
</TABLE>

- --------------------------------------------------------------------------------
                                    Page 15
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


If the Owner does not surrender his or her Contract, or if 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>
   
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
<S>                                                                         <C>          <C>          <C>          <C>     
SUB-ACCOUNT                                                                 1 YEAR       3 YEARS      5 YEARS      10 YEARS
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Janus Aspen Series-Aggressive Growth Portfolio                               $22           $70          $127         $307
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Janus Aspen Series-Worldwide Growth Portfolio                                $22           $70          $126         $304
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Janus Aspen Series-Balanced Portfolio                                        $22           $73          $131         $316
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Dreyfus Variable Investment Fund-Capital Appreciation Portfolio              $22           $72          $129         $312
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
The Dreyfus Socially Responsible Growth Fund, Inc.                           $22           $72          $130         $314
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Dreyfus Variable Investment Fund-Growth and Income Portfolio                 $22           $72          $129         $312
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Dreyfus Variable Investment Fund-Small Cap Portfolio                         $22           $71          $128         $309
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Dreyfus Stock Index Fund                                                     $17           $55          $99          $242
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Merrill Lynch Variable Series Funds, Inc.-Basic Value Focus Fund             $21           $67          $120         $292
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Merrill Lynch Variable Series Funds, Inc.-Global Strategy Focus Fund         $21           $70          $125         $303
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Merrill Lynch Variable Series Funds, Inc.-High Current Income Fund           $20           $63          $114         $277
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Merrill Lynch Variable Series Funds, Inc.-Domestic Money Market Fund         $20           $63          $114         $277
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Strong Opportunity Fund II, Inc.                                             $26           $83          $149         $357
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Morgan Stanley Universal Funds, Inc.-U.S. Real Estate Portfolio              $25           $81          $146         $351
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
Morgan Stanley Universal Funds, Inc.-Fixed Income Portfolio                  $21           $69          $123         $299
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
PBHG Insurance Series Fund, Inc.-PBGH Growth II Portfolio                    $26           $85          $152         $363
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
PBHG Insurance Series Fund, Inc.-PBGH Technology & Communications 
Portfolio
                                                                             $26           $85          $152         $363
- ----------------------------------------------------------------------- ------------ ------------- ------------ -------------
    
</TABLE>

                              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
policies):


- --------------------------------------------------------------------------------
                                    Page 16
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

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.

           WORLDWIDE  GROWTH  PORTFOLIO.  A  diversified  portfolio  that  seeks
           long-term  growth of capital by investing  primarily in common stocks
           of foreign and domestic  issuers.

           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.

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

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.  (Dreyfus Variable Investment Fund). 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,  and may also invest in debt securities and money
           market  instruments, of domestic and foreign issuers.

           SMALL CAP PORTFOLIO.  (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  acts as the Fund manager and Mellon  Equity
           Associates, an affiliate of Dreyfus, is the index manager.
    
- --------------------------------------------------------------------------------
                                    Page 17
<PAGE>

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

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. 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.

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 Dean Witter & Co.) serves as the investment adviser to
           this 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 and Derivatives.
   
           Miller Anderson & Sherrerd,  LLP (an indirect wholly owned subsidiary
           of Morgan Stanley Dean Witter & Co.) serves as the investment adviser
           to this Portfolio.
    
- --------------------------------------------------------------------------------
                                    Page 18
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

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, in the adviser's opinion, 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.
   
    
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
discontinuing investment in the particular Fund.
See the Fund prospectuses for greater detail.

The current Fund prospectuses which accompany this Prospectus contain additional
information  concerning the investment objectives and policies of each Fund, the
investment  advisory services and  administrative  services of each Fund and the
charges of each Fund. THE APPROPRIATE FUND 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 the 1940 Act in the event  such  registration  is no longer
required, or may be combined with one or more separate accounts.
- --------------------------------------------------------------------------------
                                    Page 19

<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

                             PERFORMANCE INFORMATION

From time to time, the Company may advertise yields and/or total returns for the
Sub-Accounts.  THESE  FIGURES ARE BASED ON  HISTORICAL  INFORMATION  AND ARE NOT
INTENDED TO INDICATE FUTURE PERFORMANCE.  For 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
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 with respect to 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.


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

   
ANNUITY  INVESTORS  LIFE  INSURANCE   COMPANY(REGISTERED   TRADEMARK).   Annuity
Investors  Life Insurance  Company(REGISTERED  TRADEMARK)  (the  "Company") is a
stock life insurance company. It was incorporated under the laws of the State of
Ohio in 1981.  The  Company  is  principally  engaged  in the sale of fixed  and
variable annuity policies.
    

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

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

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


                                    Page 20
<PAGE>

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

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

   
YEAR 2000. The Company is developing plans to modify or replace software used in
administering  variable  contracts  so that its computer  systems will  function
properly  with  respect to dates in the year 2000 and  beyond.  Should  software
modifications and new software installations not be completed on a timely basis,
there  could be  disruptions  in the ability of the  company to  administer  the
Contracts.
    

THE  SEPARATE  ACCOUNT.  Annuity  Investors(REGISTERED)  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.

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

                                THE FIXED ACCOUNT

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


<PAGE>

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

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                                    Page 21
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

   
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
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.

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

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.  The
Company may require  that  Purchase  Payments be  allocated  to the Money Market
Sub-Account  or to the Fixed  Accumulation  Account  Option  during the Right to
Cancel period.
    

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                                    Page 22
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


                                PURCHASE PAYMENTS

   
PURCHASE PAYMENTS. Currently, 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. Subsequent
Purchase  Payments  (Purchase  Payments other than periodic  payments or initial
Purchase  Payments) must be at least $50 per month under any Contract.  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  and the Owner is still  living.
The Company  reserves  the right to  increase  the  minimum  allowable  Purchase
Payment under a periodic payment program,  or the minimum  allowable  subsequent
Purchase  Payment,  at its discretion and at any time,  where permitted by state
law.
    

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. The
minimum amount which may be allocated to the Fixed  Accumulation  Account Option
or to a Sub-Account is $10. The minimum amount which may be allocated to a Fixed
Account option other than the Fixed  Accumulation  Account Option is $2,000. The
Company may require  that  Purchase  Payments be  allocated  to the Money Market
Sub-Account  or to the Fixed  Accumulation  Account  Option  during the Right to
Cancel period.


                                  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."

FIXED ACCOUNT VALUE. The Fixed Account Value for a 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. 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 for the
applicable Sub-Account at the end of the preceding Valuation Period.

   
Purchase Payments may be allocated among, and amounts 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  Accumulation  Unit Value for that Sub-Account at the
end of the  Valuation  Period on which the Purchase  Payment(s)  or  transferred
amount is received.
    

- --------------------------------------------------------------------------------
                                    Page 23
<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

   
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 a Transfer Fee is due,
as the case may be.

   
    

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 Accumulation  Unit Value
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.
    

                                    TRANSFERS
   
Prior to the applicable  Commencement  Date, the Owner may transfer amounts in a
Sub-Account  to a  different  Sub-Account  and/or  to 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 the 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 Option. 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.
    


<PAGE>

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

- --------------------------------------------------------------------------------
                                    Page 24
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

- --------------------------------------------------------------------------------
   
    
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 per month.

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.

Currently,  the Transfer Fee does not apply to Dollar Cost Averaging  transfers,
and 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.  Termination and change  instructions
will be accepted by telephone at (800) 789-6771. Currently, the Company does not
charge a fee for Dollar Cost Averaging services.
   
    
PORTFOLIO REBALANCING. In connection with the allocation of Purchase Payments to
the Sub-Accounts,  and/or the Fixed  Accumulation  Account Option, 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 Option 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.

Currently,  the Transfer Fee does not apply to Portfolio Rebalancing  transfers,
and 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. Termination and change instructions will
be accepted by  telephone  at (800)  789-6771.  Currently,  the Company does not
charge a fee for Portfolio Rebalancing services.

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                                    Page 25
<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

- --------------------------------------------------------------------------------
   
    
   
INTEREST SWEEP.  Prior to the applicable  Commencement Date, the Owner may elect
automatic  transfers  of the  income  from any Fixed  Account  option(s)  to any
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 will reduce the 20% maximum transfer amount otherwise allowed.

Currently,  the Transfer  Fee does not apply to Interest  Sweep  transfers,  and
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. Termination and change instructions will
be accepted by  telephone  at (800)  789-6771.  Currently,  the Company does not
charge a fee for Interest Sweep services.

   
PRINCIPAL  GUARANTEE OPTION.  The Owner may elect to have the Company allocate a
portion of a Purchase Payment to the Fixed Account Option  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  Option  Seven-Year  Guarantee  Period  such  that,  based on the
interest rate then in effect, the Seven-Year  Guarantee Period Account will grow
to equal  the full  amount  of the  Purchase  Payment  after  seven  years.  The
remainder  of the Purchase  Payment  will be allocated  according to the Owner's
instructions.  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 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 the 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. The Contract  Maintenance Fee will be
deducted before the application of any CDSC.

   
A full or  partial  surrender  may be  subject  to a CDSC as set  forth  in this
Prospectus. (See "Contingent Deferred Sales Charge ("CDSC")," page 29.)
    


<PAGE>

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

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

                                    Page 26
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

   
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 36.)
    

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.
    

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 29.) The Owner may begin or discontinue  systematic withdrawals at any time
by Written Request to the Company,  but at least 30 days notice must be given to
change any systematic  withdrawal  instructions that are currently in place. The
Company reserves the right to discontinue offering systematic withdrawals at any
time.  Currently,  the Company does not charge a fee for  Systematic  Withdrawal
services.  However,  the Company  reserves  the right to impose an annual fee in
such amount as the Company may then determine to be reasonable for participation
in the Systematic Withdrawal program.

Systematic  withdrawals  may have tax  consequences or may be limited by tax law
restrictions. (See "FEDERAL TAX MATTERS," page 36.)
    

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

                                    Page 27
<PAGE>

INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


                                 CONTRACT LOANS

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

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


                                  DEATH BENEFIT

WHEN A DEATH  BENEFIT  WILL BE PAID.  A Death  Benefit  will be paid  under  the
Contract if:

   
           1)    the Owner or the joint owner,  if any,  dies before the Annuity
                 Commencement Date and before the Contract is fully surrendered;
           2)    the Death Benefit Valuation Date has occurred; and
           3)    a spouse does not become the Successor Owner.
    

If a Death Benefit becomes payable:

   
           1)    it will be in lieu of all other  benefits  under the  Contract;
                 and
           2)    all other rights under the Contract will be  terminated  except
                 for rights related to the Death Benefit.
    

Only one Death Benefit will be paid under the Contract
   
DEATH  BENEFIT  VALUES.  If the Owner dies before his or her 75th  birthday  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 on or after his or her 75th  birthday  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.
    
- --------------------------------------------------------------------------------

                                    Page 28
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

   
In any event,  if the  Contract  is issued on or after the eldest  Owner's  75th
birthday, 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 32.)
    

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 29
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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

================================================================================
Number of Full Years Elapsed Between       Contingent Deferred Sales Charge  
Date of Receipt of Purchase Payment     as a Percentage of Associated Purchase 
and Date Written Request for                   Payment Surrendered             
Surrender Received                      
                                                                           
- ----------------------------------   -------------------------------------
             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 27.)
    

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.
   
The CDSC may be reduced or waived on  partial or full  surrenders  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. The Contract  Maintenance
Fee is deducted pro-rata from the Sub-Accounts and is not assessed against Fixed
Account options. 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  Dollar  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  Company  will  waive the  Contract  Maintenance  Fee  after the  applicable
Commencement  Date if the amount applied to a Variable  Dollar  Benefit  exceeds
$30,000.  The Company may waive the Contract  Maintenance Fee in connection with
certain Contracts which allow the Company to incur reduced Contract issuance and
maintenance  expenses,  such as  Contracts  offered to active  employees  of the
Company or any of its subsidiaries, and/or affiliates.
    
- --------------------------------------------------------------------------------

                                    Page 30
<PAGE>


INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS

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


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 that allow the Company to incur 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 an
Enhanced 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
applicable  Commencement  Date and after the applicable  Commencement  Date if a
Variable Dollar Benefit is selected.  The Company  guarantees that the Mortality
and Expense  Risk Charge will never  increase  for a Contract  after it has been
issued.  The Mortality and Expense Risk Charge is reflected in the  Accumulation
Unit Values for each  Sub-Account.  The Mortality and Expense Risk Charge is not
assessed against Fixed Account options.

The  mortality   risks  assumed  by  the  Company  arise  from  its  contractual
obligations to make Benefit Payments  (determined in accordance with the annuity
tables and other provisions contained in the Contracts).  The Company also bears
substantial  risk in  connection  with payment of 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.
    
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.  Currently,  transfers  associated with Dollar Cost
Averaging,  Interest  Sweep and  Portfolio  Rebalancing  programs do not incur a
Transfer  Fee and do not count  toward the  twelve  annual  transfers  currently
permitted under the Contract without a Transfer Fee.

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

                                    Page 31
<PAGE>
INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITY                          PROSPECTUS
- --------------------------------------------------------------------------------

                               SETTLEMENT OPTIONS

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

   
ELECTION OF SETTLEMENT OPTION. If the Owner is alive on the Annuity Commencement
Date and unless  otherwise  directed,  the Company will apply the Account Value,
less premium taxes, if any,  according to the settlement  option elected.  If no
election has been made on the Annuity  Commencement Date, the Company will begin
payments based on Settlement Option B (Life Annuity with Payments for at Least a
Fixed  Period),  described  below,  with a fixed period of 120 monthly  payments
assured.
    

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 applied to a Variable  Dollar Benefit 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 Benefit
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 Benefit  Payment  Period,  except as a result of any transfers  among
Sub-Accounts after the applicable Commencement Date.
    


<PAGE>

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.
- --------------------------------------------------------------------------------
                                    Page 32
<PAGE>

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

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 "Net  Investment  Factor",  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 COMMENCEMENT  DATE. After the applicable  Commencement Date,
no transfers  between the Fixed Account and the Separate  Account are permitted.
However,  after a  Variable  Dollar  Benefit  has been paid for at least  twelve
months,  the Participant may, by Written Request to the  Administrative  Office,
transfer  Benefit  Units  between  Sub-Accounts  no  more  than  once  during  a
twelve-month period.
    
   
    
   
TRANSFER  FORMULA.   Transfers  after  the  applicable   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/BUV1
           (2)  Determine  the  number  of  Benefit  Units   remaining  in  such
                Sub-Account (after the transfer):
                    =UNIT1-AT/BUV1
           (3)  Determine  the  number  of  Benefit  Units  in  the   transferee
                Sub-Account (after the transfer):
                    =UNIT2 + AT/BUV2
           (4)  Subsequent  Variable  Dollar  Benefit  payments will reflect the
                changes  in  Benefit  Units in each  Sub-Account  as of the next
                Variable Dollar Benefit payment's due date.
    
Where:
   
    
   
           (BUV1) is the Benefit 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. 
           (BUV2) is the Benefit 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 Benefit  Units in the  Sub-Account  that the
           transfer is being made from, before the transfer.
           (UNIT2) is the number of Benefit  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 Tables set forth
                     in the  Statement  of  Additional  Information  (and in the
                     Contracts) apply 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 set forth in
                     the  Statement  of  Additional   Information  (and  in  the
                     Contracts) apply to this Option.

- --------------------------------------------------------------------------------
                                    Page 33
<PAGE>

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

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  set  forth  in  the   Statement  of
                     Additional Information (and in the Contracts) 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 it 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.  In  general,  monthly,  quarterly,  semi-annual  and annual  Payment
Intervals  are  available.  From time to time,  the Company may require  Benefit
Payments  to be made by direct  deposit  or wire  transfer  to the  account of a
designated payee.
    

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

All factors,  values,  benefits and reserves under the Contract will not be less
than those required by the law of the state in which the Contract is delivered.
   
SETTLEMENT  OPTION  TABLES.  The  Settlement  Option  Tables  set  forth  in the
Statement of Additional  Information  and in the Contracts  show the  guaranteed
payments that the Company will make at sample Payment  Intervals for each $1,000
applied  at the  guaranteed  interest  rate of  three  percent  (3%)  per  year,
compounded annually.

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.

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TRANSFER OF OWNERSHIP.

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

   
                1)    it must be made by Written Request; and
                2)    unless  otherwise  elected or required by law, it will not
                      cancel a designation of an Annuitant or Beneficiary or any
                      settlement option election previously made.
    

           QUALIFIED  CONTRACT.  The  Owner  of a  Qualified  Contract  may  not
           transfer ownership.

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

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

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

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

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                              FEDERAL TAX MATTERS

INTRODUCTION.  The following  discussion is a general description of federal tax
considerations relating to the Contracts 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, 408 or 457(g) 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  applicable  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 a
Contract for their situation, the applicable requirements, and the tax treatment
of  the  rights  and  benefits  of  a  Contract.  The  Statement  of  Additional
Information discusses the requirements for qualifying as an annuity.

TAXATION OF  ANNUITIES IN GENERAL.  Section 72 of the Code  governs  taxation of
annuities  in  general.  The  Company  believes  that the Owner who is a natural
person  generally  is not taxed on  increases  in the value of an Account  until
distribution  occurs by  withdrawing  all or part of the  Account  Value  (E.G.,
surrenders or annuity payments under the settlement option elected.) The taxable
portion of a distribution (in the form of a single sum payment or an annuity) is
generally taxable as ordinary income. The following discussion generally applies
to a Contract owned by a natural person.
    
SURRENDERS.
   
    
   
           QUALIFIED  CONTRACTS.  In the case of a surrender under a Contract, 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 partial surrender under a
           Non-Qualified Contract, the amount recovered is taxable to the extent
           that the Account Value  immediately  before the surrender exceeds the
           "investment  in the  contract"  at such  time.  In the case of a full
           surrender under a  Non-Qualified  Contract,  the amount  recovered is
           taxable to the extent it exceeds the  "investment in the contract" at
           such time.
    

<PAGE>

   
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 exceeds the  allocable  share of 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.  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.  Special  allocation
rules  apply if  Benefit  Payments  are made for life with a  minimum  number of
payments guaranteed. In any 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  before  full  recovery  of the  "investment  in the
contract," in some  circumstances the unrecovered amount may be claimed as a tax
deduction.
    
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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 for  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.  The  premature  distribution  penalty  tax is  increased  to 25%  for
distributions  from a Savings  Incentive  Match Plan for Employees  (SIMPLE) IRA
described  in  Section  408(p)  of the  Code  during  the  first  two  years  of
participation in the plan.

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 as Benefit Payments,  as
described above.

TRANSFERS, ASSIGNMENTS, OR EXCHANGES OF CONTRACTS. When permitted, a transfer of
ownership or an assignment of a Contract, the designation of an Annuitant 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.  Qualified  Contracts are designed for use with
several  types of  retirement  plans.  The tax rules  applicable  to Owners  and
Beneficiaries  in  retirement  plans vary  according to the type of plan and the
terms and conditions of the plan.
    
   
    
   
           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.
    
   
    
   
           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.
    
           TEXAS OPTIONAL  RETIREMENT  PROGRAM.  The Texas  Optional  Retirement
           Program ("ORP") provides for the purchase of tax sheltered annuities.
           In addition to the normal rules and  restrictions  of Section 403(b),
           Section 830.105 of the Texas Government Code permits ORP participants
           to withdraw their  interests in a Contract  issued under the ORP only
           upon: (1) termination of employment in the Texas public  institutions
           of higher education; (2) retirement; (3) attainment of age 70 1/2; or
           (4) death. Section 830.205 of the Texas Government Code provides that
           ORP benefits 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.

           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 to their specific needs.
    
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CERTAIN DEFERRED COMPENSATION PLANS. Governmental and other tax-exempt employers
may invest in annuity contracts in connection with deferred  compensation  plans
established  for the benefit of their  employees  under Section 457 of the Code.
Other employers may invest in annuity contracts in connection with non-qualified
deferred  compensation plans established for the benefit of their employees.  In
most cases,  these plans are designed so that contributions made for the benefit
of the employees generally 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).

   
The federal administration's 1999 budget proposal contains provisions to tax the
exchange of a fixed annuity contract for a variable contract,  the exchange of a
variable  contract  for  a  fixed  annuity  contract,  or  the  reallocation  of
investments   within  a  variable  annuity   contract.   While  there  has  been
considerable opposition to this proposal in Congress, it is too early to predict
whether this proposal will be adopted.
    

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 and gift tax
consequences and state and local estate, inheritance, and other tax consequences
of  ownership  or  receipt of  distributions  under the  Contract  depend on the
circumstances  of each Owner or recipient of the  distribution.  A competent tax
adviser should be consulted for further information.
   
    
GENERAL.  At the time the  initial  Purchase  Payment  is  paid,  a  prospective
purchaser  must  specify  whether  the  purchase  is a  Qualified  Contract or a
Non-Qualified  Contract.  If the  initial  Purchase  Payment is derived  from an
exchange or surrender of another annuity contract,  the Company may require that
the prospective  purchaser provide information with regard to the federal income
tax status of the  previous  annuity  contract.  The Company  will  require that
persons purchase  separate  Contracts if they desire to invest monies qualifying
for different  annuity tax treatment under the Code. Each such separate Contract
will require the minimum  initial  Purchase  Payment  stated  above.  Additional
Purchase  Payments under a Contract must qualify for the same federal income tax
treatment as the initial Purchase  Payment under the Contract;  the Company will
not accept an additional Purchase Payment under a Contract if the federal income
tax  treatment of such  Purchase  Payment  would be  different  from that of the
initial Purchase Payment.

                          DISTRIBUTION OF THE CONTRACT

AAG Securities,  Inc. ("AAG  Securities"),  an affiliate of the Company,  is the
principal underwriter and distributor of the Contracts.  AAG Securities may also
serve as an underwriter and  distributor of other  contracts  issued through the
Separate  Account and  certain  other  Separate  Accounts of the Company and any
affiliates  of the Company.  AAG  Securities  is a  wholly-owned  subsidiary  of
American  Annuity  Group,  Inc., a publicly  traded company which is an indirect
subsidiary of American  Financial Group,  Inc. AAG Securities is registered with
the Securities and 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.


<PAGE>

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.
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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  applicable
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  applicable
Commencement  Date, the number of votes  decreases as Benefit  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

<PAGE>

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  Securities  and  Exchange  Commission,  located at 450 Fifth
Street, N.W., Washington, D.C., and may also be accessed at the Commission's Web
site http://www.sec.gov.

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                       STATEMENT OF ADDITIONAL INFORMATION

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

                                                                       PAGE
                                                                       ----
   
ANNUITY INVESTORS - LIFE INSURANCE COMPANY(REGISTERED)                   3  
General Information and History                                          3
State Regulation                                                         3
                                                                      
SERVICES                                                                 3
Safekeeping of Separate Account Assets                                   3
Records and Reports                                                      3
Experts                                                                  3
                                                                      
DISTRIBUTION OF THE CONTRACTS                                            4
                                                                      
CALCULATION OF PERFORMANCE INFORMATION                                   4
Money Market Sub-Account Standardized Yield Calculation                  4
Other Sub-Account Standardized Yield Calculation                         5
Standardized Annual Total Return Calculation                             5
Standardized Annual Total Return                                         6
Other Performance Data                                                   8
Nonstandardized Annual Total Return                                      10
                                                                      
ANNUITY PAYMENTS-SETTLEMENT OPTION TABLES                                11
                                                                      
FEDERAL TAX MATTERS                                                      17
Taxation of the Company                                                  17
Tax Status of the Contract                                               17
                                                                      
FINANCIAL STATEMENTS                                                     18
                                                                          
                                                                      



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

   
Copies  of the  Statement  of  Additional  Information  dated  May 1,  1998  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 41
<PAGE>

   
                ANNUITY INVESTORS(REGISTERED) VARIABLE ACCOUNT A
                                       OF
              ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)
           P.O. BOX 5423, CINCINNATI, OHIO 45201-5423, (800) 789-6771

                       STATEMENT OF ADDITIONAL INFORMATION
                                     FOR THE
                         COMMODORE NAUTICUS(REGISTERED)
                                     AND THE
                         COMMODORE AMERICUS(SERVICEMARK)
    
   
The Statement of Additional  Information  expands upon subjects discussed in the
current Prospectus for The Commodore Nauticus(REGISTERED) Group Flexible Premium
Deferred Variable Annuity Contract and the current  Prospectus for The Commodore
Americus(SERVICEMARK)  Individual  Flexible  Premium  Deferred  Variable Annuity
Contracts  (each,  the "Contract")  offered by Annuity  Investors Life Insurance
Company(REGISTERED).  A  copy  of  either  Prospectus  dated  May  1,  1998,  as
supplemented  from time to time,  may be  obtained  free of charge by writing to
Annuity Investors Life Insurance Company,  Administrative Office, P.O. Box 5423,
Cincinnati,  Ohio  45201-5423.  Terms used in the  current  Prospectus  for each
Contract are incorporated in this Statement of Additional Information.
    
THIS STATEMENT OF ADDITIONAL  INFORMATION IS NOT A PROSPECTUS AND SHOULD BE READ
ONLY IN CONJUNCTION WITH THE PROSPECTUS FOR THE APPLICABLE CONTRACT.

   
Dated May 1, 1998
    

   
    
<PAGE>


                                      TABLE OF CONTENTS

                                                                            PAGE

ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)...........................3
  General Information and History..............................................3
  State Regulation.............................................................3

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

DISTRIBUTION OF THE CONTRACTS..................................................4

CALCULATION OF PERFORMANCE INFORMATION.........................................4
  Money Market Sub-Account Standardized Yield Calculation......................4
  Other Sub-Account Standardized Yield Calculations............................5
  Standardized Annual Total Return Calculation.................................5
  Standardized Annual Total Return.............................................6
  Other Performance Data.......................................................8
  Non-Standardized Annual Total Return........................................10

ANNUITY PAYMENTS-SETTLEMENT OPTION TABLES.....................................11
  Commodore Americus Qualified Contracts......................................11
  Commodore Americus Non-Qualified Contracts..................................12
  Commodore Nauticus Group Contract and Certificates..........................15

FEDERAL TAX MATTERS...........................................................17
  Taxation of the Company.....................................................17
  Tax Status of the Contracts.................................................17

FINANCIAL STATEMENTS..........................................................18




                                       2
<PAGE>




The following information  supplements the information in the Prospectuses about
the  Contracts  and  Certificates.  Terms used in this  Statement of  Additional
Information have the same meaning as to a Contract as in the Prospectus for that
Contract.

              ANNUITY INVESTORS LIFE INSURANCE COMPANY(REGISTERED)

GENERAL INFORMATION AND HISTORY

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

   
The   Company  was   acquired   in   November,   1994,   by   American   Annuity
Group(SERVICEMARK),  Inc.  ("AAG") a  Delaware  corporation  that is a  publicly
traded insurance holding company.  Great American Insurance Company ("GAIC"), an
Ohio  corporation,  owns 80% of the common  stock of AAG.  GAIC is a  multi-line
insurance  carrier  and a wholly  owned  subsidiary  of Great  American  Holding
Company  ("GAHC"),  an Ohio  corporation.  GAHC is a wholly owned  subsidiary of
American Financial  Corporation  ("AFC"),  an Ohio corporation.  AFC is a wholly
owned subsidiary of American Financial Group, Inc. ("AFG"),  an Ohio corporation
that  owns 1% of the  common  stock of AAG.  AFG is a  publicly  traded  holding
company which is engaged, through its subsidiaries, in financial businesses that
include  annuities,   insurance  and  portfolio  investing,   and  non-financial
businesses.
    

STATE REGULATION

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


                                    SERVICES

SAFEKEEPING OF SEPARATE ACCOUNT ASSETS

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

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

RECORDS AND REPORTS

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

EXPERTS

   
The  financial  statements  of the  Separate  Account  and  the  statutory-basis
financial  statements of the Company at December 31, 1997 and 1996,  and for the
two years in the period ended December 31, 1997,  appearing in this Statement of
Additional  Information  have been  audited  by Ernst & Young  LLP,  independent
auditors,  as set forth in their reports thereon appearing elsewhere herein, and
are included in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
    



                                       3
<PAGE>


                          DISTRIBUTION OF THE CONTRACTS

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

During the fiscal year ended  December  31, 1996,  AAG  Securities,  Inc.  ("AAG
Securities"),  the  principal  underwriter  and  distributor  of the  Contracts,
received $192,085 in commissions with respect to the Contracts,  of which $4,538
was retained by AAG Securities.

During  the  fiscal  year ended  December  31,  1997,  AAG  Securities  received
approximately  $1,868,000 in commissions with respect to the Contracts, of which
approximately $116,000 was retained by AAG Securities.

                     CALCULATION OF PERFORMANCE INFORMATION

MONEY MARKET SUB-ACCOUNT STANDARDIZED YIELD CALCULATION

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

The Securities and Exchange  Commission also permits the Company to disclose the
effective yield of the Money Market  Sub-Account for the same seven-day  period,
determined on a compounded basis. The effective yield is calculated according to
the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1)(SUPERSCRIPT)365/7] - 1
   
The  effective  yield  and  yields  for the  Money  Market  Sub-Account  for the
seven-day period ended December 31, 1997 are as follows:

          Money Market Sub-account           Yield         Effective Yield
          ------------------------           -----         ---------------
          Standard Contract                  4.09%                4.18%
          Enhanced Contract                  4.39%                4.48%
    

The  yield  on  amounts  held in the  Money  Market  Sub-Account  normally  will
fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given past
period is not an indication or representation of future yields. The Money Market
Sub-Account's  actual  yield is affected  by changes in interest  rates on money
market  securities,  average  portfolio  maturity  of the Money  Market  Fund or
substitute funding vehicle,  the types and quality of portfolio  securities held
by the Money Market Fund or substitute funding vehicle,  and operating expenses.
IN  ADDITION,  THE YIELD  FIGURES DO NOT  REFLECT  THE EFFECT OF ANY  CONTINGENT
DEFERRED  SALES CHARGE  ("CDSC") (OF UP TO 7% OF PURCHASE  PAYMENTS) THAT MAY BE
APPLICABLE ON SURRENDER.

                                       4
<PAGE>




OTHER SUB-ACCOUNT STANDARDIZED YIELD CALCULATIONS

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

YIELD = 2[(a-b(OVER)cd + 1)(SUPERSCRIPT)6 -1]

Where:

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

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

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

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

Net  investment   income  will  be  determined  in  accordance  with  rules  and
regulations  established  by the  Securities  and Exchange  Commission.  Accrued
expenses will include all recurring fees that are charged to all Contracts.  The
yield  calculations do not reflect the effect of any CDSC that may be applicable
to a particular  Contract.  CDSCs range from 7% to 0% of the  Purchase  Payments
withdrawn  depending  on the  elapsed  time since the  receipt of such  Purchase
Payments.

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





                                       5
<PAGE>




   
STANDARDIZED ANNUAL TOTAL RETURN CALCULATION
    

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

P(1 + T)(SUPERSCRIPT)n = ERV

Where:

        P      =    a hypothetical initial payment of $1,000.

        T      =    average annual total return.

        n      =    number of years.

        ERV    =    "ending  redeemable value" of a hypothetical  $1,000 payment
                    made at the beginning of the one-,  five- or ten-year period
                    at  the  end of the  one-,  five-  or  ten-year  period  (or
                    fractional portion thereof).

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





                                       6
<PAGE>





<TABLE>
<CAPTION>
   
STANDARDIZED ANNUAL TOTAL RETURN
                                                            Standard Contract1/              Enhanced Contract2/
                                                        -----------------------------   -----------------------------
                                                            1 Year        Life of           1 Year        Life of
                                                        (to 12/31/97)     Separate      (to 12/31/97)     Separate
                                                                          Account3/                       Account3/
                                                                        (to 12/31/97)                   (to 12/31/97)
                                                        -------------   -------------    ------------   -------------
<S>                                                            <C>            <C>            <C>            <C>  
THE DREYFUS CORPORATION:
  Small Cap Portfolio (VIF)                                    6.82%          8.95%          7.16%          9.19%
  Capital Appreciation Portfolio (VIF)                        17.98%         43.45%         18.35%         44.41%
  The Dreyfus  Socially  Responsible  Growth Fund, Inc.       18.36%         38.76%         18.73%         39.70%
  Dreyfus Stock Index Fund                                    22.82%         46.29%         23.21%         47.27%
  Growth and Income Portfolio (VIF)                            6.28%          2.25%          6.62%          2.48%

JANUS CAPITAL CORPORATION:
  Janus Aspen Worldwide Growth Portfolio                      12.15%         44.92%         12.51%         45.90%
  Janus Aspen Aggressive Growth Portfolio                      2.78%          9.68%          3.11%         10.43%
  Janus Aspen Balanced Portfolio                              12.10%         28.24%         12.46%         29.11%

MERRILL LYNCH ASSET MANAGEMENT, L.P.:
  Basic Value Focus Fund (VSF)                                10.64%         31.59%         10.99%         32.48%
  Global Strategy Focus Fund (VSF)                             2.07%         12.37%          2.39%         13.14%
  High Current Income Fund (VSF)                               1.13%          9.40%          1.46%         10.09%
  Domestic Money Market Fund (VSF)                            -5.20%         -4.51%         -5.08%         -3.75%

MORGAN STANLEY ASSET MANAGEMENT INC.:
  Morgan Stanley  Universal Funds U.S. Real Estate
  Portfolio                                                     N/A4/        10.41%5/         N/A4/        10.66%5/
  Morgan  Stanley  Universal  Funds  Fixed  Income
  Portfolio                                                     N/A4/        -5.09%6/         N/A4/        -4.88%6/

PILGRIM BAXTER & ASSOCIATES, LTD.:
  PBHG Insurance Series Fund, Inc. - PBHG
  Technology & Communications Portfolio                         N/A4/        -9.26%7/         N/A4/        -9.06%7/
  PBHG Insurance Series Fund, Inc. - PBHG Growth
  II Portfolio                                                  N/A4/        -5.89%7/         N/A4/        -5.68%7/

STRONG CAPITAL MANAGEMENT, INC.:
  Strong Opportunity Fund II, Inc.                            15.41%         10.62%         15.78%         10.86%

1/      Annual mortality and expense risk charge of 1.25% of daily net asset value.
2/      Annual mortality and expense risk charge of 0.95% of daily net asset value.
3/      From Separate Account commencement date (12/7/95) to 12/31/97.
4/      Annual Total Return not available because Fund not in existence for one full year.
5/      From inception date of Portfolio (3/3/97) to 12/31/97.
6/      From inception date of Portfolio (1/1/97) to 12/31/97.
7/      From inception date of Fund (5/1/97) to 12/31/97.
    
</TABLE>


                                       7
<PAGE>




OTHER PERFORMANCE DATA

   
The Company may also disclose non-standardized performance data that depicts the
past performance of an underlying Fund of a Sub-Account,  for periods BEFORE the
Sub-Account  commenced operations with such historical Fund performance adjusted
for the fees and  charges of the  Contract.  In other  words,  such  performance
information  will be calculated  based on the performance of the underlying Fund
and the  assumption  that the  Sub-Account  had been in  existence  for the same
periods as those  indicated  for the Fund,  with the level of  Contract  charges
currently  in effect.  The Fund used for these  calculations  will be the actual
Fund in which the Sub-Account invests.
    
   
This type of  performance  data may be disclosed on both an average annual total
return and a  cumulative  total  return  basis.  Moreover,  it may be  disclosed
assuming  that the Contract is not  surrendered  (i.e.,  with no deduction for a
CDSC) or assuming that the Contract is  surrendered at the end of the applicable
period (i.e., reflecting a deduction for any applicable CDSC).
    
   
The Company also may from time to time  disclose  other  non-standardized  total
return in conjunction  with the  standardized  performance data described above.
Non-standardized  data may  reflect  no CDSC and no  Contract  (or  Certificate)
Maintenance Fee and may present performance data for a period of time other than
that required by the standardized format. The Company may from time to time also
disclose cumulative total return calculated using the following formula assuming
that the CDSC percentage is 0%:
    

CTR = (ERV/P) - 1

Where:

        CTR     =     the cumulative  total return net of Sub-Account  recurring
                      charges,  other than the Contract Maintenance Fee, for the
                      period.

        ERV     =     ending  redeemable value of a hypothetical  $1,000 payment
                      at the beginning of the one-,  five- or ten-year period at
                      the  end  of  the  one-,  five-  or  ten-year  period  (or
                      fractional portion thereof).

        P       =     a hypothetical initial payment of $1,000.

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

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

Advertising  materials  for  the  Contracts  may,  from  time to  time,  address
retirement needs and investing for retirement, the usefulness of a tax-qualified
retirement  plan,  saving for college,  or other investment  goals.  Advertising
materials for the Contracts may discuss,  generally, the advantages of investing
in  a  variable  annuity  and  the  Contract's  particular  features  and  their
desirability  and may compare  Contract  features  with those of other  variable
annuities and investment  products of other issuers.  Advertising  materials may
also include a discussion of the balancing of risk and return in connection with
the  selection  of  investment   options  under  the  Contracts  and  investment
alternatives  generally,  as well as a  discussion  of the risks and  attributes
associated with the investment options under the Contracts. A description of the


                                       8
<PAGE>




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

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

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

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

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

   

    

                                       9
<PAGE>




<TABLE>
<CAPTION>

NON-STANDARDIZED ANNUAL TOTAL RETURN
                                                       Standard Contract1/         Enhanced Contract2/
                                                       -------------------         -------------------
                                                              1 Year                     1 Year
                                                          (to 12/31/97)               (to 12/31/97)
                                                    --------------------------- --------------------------
<S>                                                           <C>                        <C>   
THE DREYFUS CORPORATION:
Small Cap Portfolio (VIF)                                     15.32%                     15.66%
Capital Appreciation Portfolio (VIF)                          26.48%                     26.85%
The Dreyfus Socially Responsible Growth Fund, Inc.            26.86%                     27.23%
Dreyfus Stock Index Fund                                      31.32%                     31.71%
Growth and Income Portfolio (VIF)                             14.78%                     15.12%

JANUS CAPITAL CORPORATION:
Janus Aspen Worldwide Growth Portfolio                        20.65%                     21.01%
Janus Aspen Aggressive Growth Portfolio                       11.28%                     11.61%
Janus Aspen Balanced Portfolio                                20.60%                     20.96%

MERRILL LYNCH ASSET MANAGEMENT, L.P.:
Basic Value Focus Fund (VSF)                                  19.14%                     19.49%
Global Strategy Focus Fund (VSF)                              10.57%                     10.89%
High Current Income Fund (VSF)                                 9.63%                      9.96%
Domestic Money Market Fund (VSF)                               3.30%                      3.42%

MORGAN STANLEY ASSET MANAGEMENT INC.:
Morgan Stanley Universal Funds U.S. Real Estate                N/A                         N/A
Portfolio3/
Morgan Stanley Universal Funds Fixed Income                    N/A                         N/A
Portfolio3/

PILGRIM BAXTER & ASSOCIATES, LTD.:
PBHG  Insurance Series Fund, Inc. - PBHG                       N/A                         N/A
Technology & Communications Portfolio3/
PBHG Insurance  Series Fund, Inc. - PBHG Growth II             N/A                         N/A
Portfolio3/

STRONG CAPITAL MANAGEMENT, INC.:
Strong Opportunity Fund II, Inc.                              23.91%                     24.28%

1/ Annual  mortality  and expense risk charge of 1.25% of daily net asset value.
2/ Annual  mortality  and expense risk charge of 0.95% of daily net asset value.
3/ Annual Total Return not available  because Fund not in existence for one full
year.

</TABLE>

                                       10
<PAGE>




COMMODORE AMERICUS QUALIFIED CONTRACTS

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

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



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

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



                                       11
<PAGE>




<TABLE>
<CAPTION>

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

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

</TABLE>


COMMODORE AMERICUS NON-QUALIFIED CONTRACTS

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

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



                                       12
<PAGE>



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

     --------- ----------- ----------- ----------- ------------
                   60      120 MONTHS  180 MONTHS      240
       MALE      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
     --------- ----------- ----------- ----------- ------------


     ----------- ----------- ---------- ----------- ------------
                     60      120        180 MONTHS      240
       FEMALE      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
     ----------- ----------- ---------- ----------- ------------



                                       13
<PAGE>



<TABLE>
<CAPTION>

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

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

</TABLE>

<TABLE>
<CAPTION>

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

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

</TABLE>

                                       14
<PAGE>





COMMODORE NAUTICUS GROUP CONTRACT AND CERTIFICATES

The Settlement Option Tables show the guaranteed dollar amount,  based on unisex
rates, of the monthly payments under various  settlement options for each $1,000
applied.

                  OPTION 1 TABLES -- LIFE ANNUITY
             WITH PAYMENTS FOR AT LEAST A FIXED PERIOD

     ----------- ---------- --------- ---------- ----------
                 60 MONTHS    120        180        240
                             MONTHS    MONTHS     MONTHS
     ----------- ---------- --------- ---------- ----------
        AGE
     ----------- ---------- --------- ---------- ----------
         55        $4.55     $4.51      $4.44      $4.33
         56         4.65      4.61       4.52       4.39
         57         4.76      4.71       4.61       4.46
         58         4.87      4.81       4.70       4.53
         59         4.99      4.92       4.79       4.60
         60         5.12      5.04       4.89       4.67
         61         5.25      5.16       4.99       4.74
         62         5.40      5.29       5.09       4.81
         63         5.55      5.42       5.19       4.87
         64         5.72      5.56       5.30       4.94
         65         5.89      5.71       5.40       5.00
         66         6.08      5.86       5.51       5.06
         67         6.27      6.02       5.62       5.11
         68         6.48      6.19       5.72       5.17
         69         6.71      6.36       5.83       5.22
         70         6.95      6.54       5.93       5.26
         71         7.20      6.72       6.03       5.30
         72         7.46      6.90       6.12       5.34
         73         7.75      7.08       6.21       5.37
         74         8.04      7.27       6.30       5.40
     ----------- ---------- --------- ---------- ----------

                          OPTION 2 TABLE - LIFE ANNUITY

- ------------------------------------------------------------------------------
  AGE                 AGE                AGE                AGE
- ------------------------------------------------------------------------------
   55     $4.65       60     $5.14        65    $5.95        70     $7.08
   56      4.67       61      5.28        66     6.14        71      7.36
   57      4.77       62      5.43        67     6.35        72      7.66
   58      4.89       63      5.59        68     6.58        73      7.98
   59      5.01       64      5.76        69     6.82        74      8.33
- ------------------------------------------------------------------------------




                                       15
<PAGE>



<TABLE>
<CAPTION>

                  OPTION 3 TABLE - JOINT AND ONE-HALF SURVIVOR ANNUITY
        MONTHLY PAYMENTS FOR EACH $1,000 OF PROCEEDS BY AGES OF PERSONS NAMED.*

- ---------------------------------------------------------------------------------------
                                         Secondary Age
- ---------------------------------------------------------------------------------------
 Primary
   Age      60     61     62     63     64     65     66     67     68     69     70
- ---------------------------------------------------------------------------------------
   <S>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>  
   60      $4.73  $4.75  $4.78  $4.80  $4.83  $4.85  $4.87  $4.89  $4.92  $4.93  $4.95
   61       4.81   4.84   4.87   4.90   4.92   4.95   4.97   5.00   5.02   5.04   5.06
   62       4.90   4.93   4.96   4.99   5.02   5.05   5.08   5.11   5.13   5.16   5.18
   63       4.99   5.03   5.06   5.09   5.13   5.16   5.19   5.22   5.25   5.28   5.30
   64       5.09   5.12   5.16   5.20   5.23   5.27   5.30   5.34   5.37   5.40   5.43
   65       5.18   5.22   5.26   5.31   5.35   5.38   5.42   5.46   5.49   5.53   5.56
   66       5.28   5.33   5.37   5.42   5.46   5.50   5.54   5.58   5.62   5.66   5.70
   67       5.38   5.43   5.48   5.53   5.58   5.62   5.67   5.72   5.76   5.80   5.84
   68       5.49   5.54   5.59   5.65   5.70   5.75   5.80   5.85   5.90   5.95   5.99
   69       5.60   5.65   5.71   5.77   5.82   5.88   5.93   5.99   6.04   6.10   6.15
   70       5.71   5.77   5.83   5.89   5.95   6.01   6.07   6.13   6.19   6.25   6.31
- ---------------------------------------------------------------------------------------
  *Payments after the death of the Primary Payee will be one-half of the amount shown.

</TABLE>

               OPTION 4 TABLE - INCOME FOR A FIXED PERIOD PAYMENTS
               FOR FIXED NUMBER OF YEARS FOR EACH $1,000 APPLIED.

          ------------- ----------- ---------- ----------- ----------
            TERMS OF      ANNUAL      SEMI-    QUARTERLY    MONTHLY
            PAYMENTS                 ANNUAL
          ------------- ----------- ---------- ----------- ----------
             YEARS
          ------------- ----------- ---------- ----------- ----------
               6           $184.60     $91.62      $45.64     $15.18
               7            160.51      79.68       39.68      13.20
               8            142.46      70.70       35.22      11.71
               9            128.43      63.74       31.75      10.56
               10           117.23      58.18       28.98       9.64
               11           108.08      53.64       26.72       8.88
               12           100.46      49.86       24.84       8.26
               13            94.03      46.67       23.25       7.73
               14            88.53      43.94       21.89       7.28
               15            83.77      41.57       20.71       6.89
               16            79.61      39.51       19.68       6.54
               17            75.95      37.70       18.78       6.24
               18            72.71      36.09       17.98       5.98
               19            69.81      34.65       17.26       5.74
               20            67.22      33.36       16.82       5.53
          ------------- ----------- ---------- ----------- ----------


Rates for  monthly  payments  for ages or fixed  periods  not shown in the above
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.





                                       16
<PAGE>


                               FEDERAL TAX MATTERS

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

TAXATION OF THE COMPANY

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

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

   
TAX STATUS OF THE CONTRACTS
    

Section  817(h)  of  the  Code  requires  that  with  respect  to  Non-Qualified
Contracts,   the  investments  of  the  Funds  be  "adequately  diversified"  in
accordance  with Treasury  regulations  in order for the Contracts to qualify as
annuity  contracts  under  federal tax law.  The Separate  Account,  through the
Funds, intends to comply with the diversification requirements prescribed by the
Treasury  in Reg.  Sec.  1.817-5,  which  affect  how the  Funds'  assets may be
invested.

   
In certain  circumstances,  Owners of individual  variable annuity contracts and
Participants  under group  variable  annuity  contracts  may be  considered  the
owners, for federal income tax purposes,  of the assets of the separate accounts
used to support their contracts.  In those circumstances,  income and gains from
the separate  account assets would be included in the variable  contract owner's
gross income.  The Internal Revenue Service has stated in published rulings that
a variable  contract  owner will be  considered  the owner of  separate  account
assets if the contract owner  possesses  incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also  announced,  in connection  with the issuance of regulations
concerning  diversification,  that those  regulations  "do not provide  guidance


                                       17
<PAGE>




concerning the  circumstances  in which investor control of the investments of a
segregated   asset  account  may  cause  the  investor   (i.e.,   the  Owner  or
Participant),  rather than the insurance company,  to be treated as the owner of
the assets in the account." This announcement also stated that guidance would be
issued by way of  regulations  or rulings on the "extent to which  policyholders
may direct their investments to particular sub-accounts without being treated as
owners of the underlying assets." As of the date of this Statement of Additional
Information, no guidance has been issued.

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

    

                              FINANCIAL STATEMENTS

   
The audited  financial  statements  of the  Separate  Account for the year ended
December 31, 1997 and the Company's audited statutory-basis financial statements
for the years ended December 31, 1997 and 1996 are included herein.
    

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



                                       18
<PAGE>
   


                               ANNUITY INVESTORS
                               VARIABLE ACCOUNT A





                              FINANCIAL STATEMENTS




                     YEARS ENDED DECEMBER 31, 1997 AND 1996
                       WITH REPORT OF INDEPENDENT AUDITORS


    
<PAGE>





   
                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                              FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1997 AND 1996




                                    CONTENTS

         Report of Independent Auditors...............................21

         Audited Financial Statements

         Statement of Assets and Liabilities - Current Year...........22
         Statement of Assets and Liabilities - Prior Year ............24
         Statements of Operations - Current Year......................25
         Statements of Changes in Net Assets - Current Year ..........26
         Statements of Operations and Statements of Changes in
               Net Assets - Prior Year................................29
         Notes to Financial Statements................................31

    


                                       19
<PAGE>

   


ERNST & YOUNG LLP               1300 Chiquita Center      Phone: 513-621-6454
                                250 East Fifth Street
                                Cincinnati, Ohio 45202


                         Report of Independent Auditors


Contractholders of Annuity Investors Variable Account A
 and
Board of Directors of Annuity Investors Life Insurance Company

We have audited the  accompanying  statements of assets and  liabilities  of the
Annuity  Investors  Variable  Account  A  (comprised  of  the  Dreyfus  Variable
Investment Fund Capital Appreciation Portfolio, Dreyfus Variable Investment Fund
Growth  and  Income  Portfolio,  Dreyfus  Variable  Investment  Fund  Small  Cap
Portfolio,  Dreyfus Socially  Responsible Growth Fund, Inc., Dreyfus Stock Index
Fund,  Janus Aspen  Series  Aggressive  Growth  Portfolio,  Janus  Aspen  Series
Worldwide Growth Portfolio,  Janus Aspen Series Balanced Portfolio,  Janus Aspen
Series  Short-Term  Bond Portfolio,  Merrill Lynch Variable  Series Funds,  Inc.
Basic Value  Focus Fund,  Merrill  Lynch  Variable  Series  Funds,  Inc.  Global
Strategy  Focus Fund,  Merrill Lynch  Variable  Series Funds,  Inc. High Current
Income Fund,  Merrill Lynch Variable  Series Funds,  Inc.  Domestic Money Market
Fund,  Morgan  Stanley  Universal  Funds,  Inc. Fixed Income  Portfolio,  Morgan
Stanley Universal Funds, Inc. U.S. Real Estate Portfolio,  PBHG Insurance Series
Fund, Inc. Growth II Portfolio,  PBHG Insurance  Series Fund, Inc.  Technology &
Communications  Portfolio and Strong Funds  Opportunity Fund II Sub-Accounts) as
of December 31, 1997 and 1996,  and the related  statements  of  operations  and
changes in net assets for the years then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation  of  securities  owned  as  of  December  31,  1997  and  1996,  by
correspondence  with  the  custodian.  An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  each  of the  respective
sub-accounts  constituting  the  Annuity  Investors  Variable  Account  A as  of
December 31, 1997 and 1996,  and the results of their  operations and changes in
their net assets for the years then ended in conformity with generally  accepted
accounting principles.

                                          /s/ Ernst & Young LLP


Cincinnati, Ohio
February 3, 1998

    

<PAGE>
   

                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1997


<TABLE>
<CAPTION>

Assets:                                                 Shares          Cost
                                                        ------          ----
<S>                                                   <C>              <C>                 <C>
   Investments in portfolio shares, 
           at net asset value (Note 2):
      Dreyfus Variable Investment Fund:
          Capital Appreciation Portfolio............    140,369.889    $  3,586,392   $  3,916,320
          Growth and Income Portfolio...............     26,988.061         585,651        560,812
          Small Cap Portfolio.......................     18,735.866       1,118,725      1,070,567
      Dreyfus Funds:
           Socially Responsible Growth
              Fund, Inc.............................     83,872.063       1,957,506      2,094,285
          Stock Index Fund..........................    202,885.198       4,860,174      5,224,294
      Janus Aspen Series:
          Aggressive Growth Portfolio...............    124,254.001       2,247,391      2,553,420
          Worldwide Growth Portfolio................    288,619.142       6,340,150      6,750,802
          Balanced Portfolio........................    337,438.946       5,473,066      5,895,058
          Short-Term Bond Portfolio.................      7,446.572          74,035         66,126
      Merrill Lynch Variable Series Funds, Inc.:
          Basic Value focus Fund....................     63,965.078         955,064      1,013,207
          Global Strategy Focus Fund................     15,966.291         234,211        234,864
          High Current Income Fund..................     70,683.985         812,648        814,279  
          Domestic Money Market Fund................    764,922.240         764,922        764,922
       Morgan Stanley Universal Funds, Inc.:
          Fixed Income Portfolio....................      7,372.126          79,156         76,744
          U.S. Real Estate..........................     20,939.568         231,982        238,921
       PBHG Insurance Series Fund, Inc.:
          Growth II Portfolio.......................     16,267.143         180,184        174,872
          Technology & Communications 
              Portfolio............................      51,008.507         547,507        530,999
      Strong Funds:
          Opportunity Fund II.......................     20,165.037         430,658        437,581
                                                                       ------------
    Total cost.....................................                    $ 30,479,422

- --------------------------------------------------------------------------------------------------
    Total assets...................................................................     32,418,073

Liabilities:
      Amounts due to Annuity Investors Life Insurance Company (Note 4).............              0
- --------------------------------------------------------------------------------------------------
        Net assets.................................................................... $32,418,073


           The accompanying notes are an integral part of these financial statements.

</TABLE>

    
<PAGE>
   

<TABLE>
<CAPTION>


                                          ANNUITY INVESTORS VARIABLE ACCOUNT A

                                    STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
                                                   December 31, 1997


Net assets attributable to variable annuity contract holders (Note 2):         Units        Unit Value
                                                                           -----------      ----------
<S>                                                                        <C>              <C>              <C>
   Dreyfus Variable Investment Fund:
       Capital Appreciation Portfolio - Basic contract...................  247,118.575      $15.594553       3,853,704
       Capital Appreciation Portfolio - Enhanced contract................    3,990.613       15.690822          62,616
       Growth and Income Portfolio - Basic contract......................   48,865.286       11.475350         560,746
       Growth and Income Portfolio - Enhanced contract...................        5.708       11.498113              66
       Small Cap Portfolio - Basic contract..............................   86,150.930       12.145032       1,046,306
       Small Cap Portfolio - Enhanced contract...........................    1,993.698       12.169119          24,261
   Dreyfus Funds:
       Socially Responsible Growth Fund, Inc. - Basic contract...........  132,957.488       15.126449       2,011,174
       Socially Responsible Growth Fund, Inc. - Enhanced contract........    5,460.625       15.220020          83,111
       Stock Index Fund - Basic contract.................................  324,713.323       15.879169       5,156,178
       Stock Index Fund - Enhanced contract..............................    4,263.339       15.977173          68,116
   Janus Aspen Series:
       Aggressive Growth Portfolio - Basic contract......................  207,227.419       12.217744       2,531,852
       Aggressive Growth Portfolio - Enhanced contract...................    1,754.459       12.293313          21,568
       Worldwide Growth Portfolio - Basic contract.......................  425,739.592       15.742391       6,702,159
       Worldwide Growth Portfolio - Enhanced contract....................    3,070.952       15.839608          48,643
       Balanced Portfolio - Basic contract...............................  409,917.307       14.073772       5,769,083
       Balanced Portfolio - Enhanced contract............................    8,896.063       14.160835         125,975
       Short-Term Bond Portfolio - Basic contract........................    3,967.559       10.890671          43,210
       Short-Term Bond Portfolio - Enhanced contract.....................    2,091.259       10.958058          22,916
   Merrill Lynch Variable Series Funds, Inc.:
       Basic Value Focus Fund - Basic contract...........................   68,181.594       14.408954         982,426
       Basic Value Focus Fund - Enhanced contract........................    2,123.159       14.497904          30,781
       Global Strategy Focus Fund - Basic contract.......................   17,615.512       12.486612         219,958
       Global Strategy Focus Fund - Enhanced contract....................    1,186.434       12.563763          14,906
       High Current Income Fund - Basic contract.........................   65,756.981       12.189961         801,575
       High Current Income Fund - Enhanced contract......................    1,036.359       12.258690          12,704
       Domestic Money Market Fund - Basic contract.......................  697,535.841        1.079946         753,301
       Domestic Money Market Fund - Enhanced contract....................   10,686.456        1.087469          11,621
   Morgan Stanley Universal Funds, Inc.:
       Fixed Income Portfolio - Basic contract...........................    7,144.949       10.740991          76,744
       Fixed Income Portfolio - Enhanced contract........................        0.000       10.762308               0
       U.S. Real Estate Portfolio - Basic contract.......................   19,438.406       12.291156         238,921
       U.S. Real Estate Portfolio - Enhanced contract....................        0.000       12.315552               0
   PBHG Insurance Series Fund, Inc.:
       Growth II Portfolio - Basic contract..............................   15,905.540       10.661135         169,571
       Growth II Portfolio - Enhanced contract...........................      496.211       10.682296           5,301
       Technology & Communications Portfolio - Basic contract............   51,276.959       10.323925         529,380
       Technology & Communications Portfolio - Enhanced contract.........      156.518       10.344412           1,619
   Strong Funds:
       Opportunity Fund II - Basic contract..............................   35,542.297       12.311565         437,581
       Opportunity Fund II - Enhanced contract...........................        0.000       12.335975               0
- -------------------------------------------------------------------------------------------------------------------------------

         Net assets attributable to variable annuity contract holders.................................      32,418,073
- -------------------------------------------------------------------------------------------------------------------------------

         Net assets...................................................................................    $ 32,418,073


                       The accompanying notes are an integral part of these financial statements.
</TABLE>
    
<PAGE>




                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                       STATEMENT OF ASSETS AND LIABILITIES
                                December 31, 1996

<TABLE>
<CAPTION>
   

Assets:
      Investments in portfolio shares, at net asset value (Note 2):                   Shares           Cost
                                                                                  --------------  --------------
          <S>                                                                       <C>               <C>             <C> 
          Dreyfus Variable Investment Fund:
              Capital Appreciation Portfolio.....................................   18,967.$36        406,745         $ 416,902    
          Dreyfus Funds:
              Socially Responsible Growth Fund, Inc..............................    9,116.438        183,359           183,149
              Stock Index Fund...................................................   17,818.125        353,102           361,352 
          Janus Aspen Series:
              Aggressive Growth Portfolio........................................   32,665.778        599,092           595,824 
              Worldwide Growth Portfolio........................................    34,327.515        643,967           667,326 
              Balanced Portfolio.................................................   40,102.354        583,384           592,312 
              Short-Term Bond Portfolio..........................................    4,399.742         44,349            43,865 
          Merrill Lynch Variable Series Funds, Inc.:
              Basic Value Focus Fund.............................................    5,695.788         79,600            83,956 
              Global Strategy Focus Fund.........................................    1,754.771         22,862            24,339 
              High Current Income Fund...........................................    6,938.501         78,251            79,030 
              Domestic Money Market Fund.........................................   340,994.99        341,054           341,054 
                                                                                                   ---------------
                            Total cost.........................................................  $  3,335,765                      
                                                                                                                       
- --------------------------------------------------------------------------------------------------------------------------------
                            Total assets............................................................................. 3,389,109
Liabilities:
      Amounts due to Annuity Investors Life Insurance Company (Note 4)................................................    8,687
- -------------------------------------------------------------------------------------------------------------------------------

             Net assets............................................................................................ $ 3,380,422


Net assets attributable to variable annuity contract holders (Note 2):              Units           Unit Value
                                                                                ----------------- ----------------
          Dreyfus Variable Investment Funds:
              Capital Appreciation Portfolio - Basic contract...................    33,424.286     $12.330543         $ 412,140
              Capital Appreciation Portfolio - Enhanced contract................       313.603      12.369954             3,879
          Dreyfus Funds:                                                                                           
              Socially Responsible Growth Fund, Inc. - Basic contract...........    15,316.028      11.924561           182,637 
              Socially Responsible Growth Fund, Inc. - Enhanced contract........         0.000      11.962818                 0 
              Stock Index Fund - Basic contract.................................    29,203.177      12.092195           353,131 
              Stock Index Fund - Enhanced contract..............................       600.306      12.130821             7,282 
          Janus Aspen Series:                                                                                      
              Aggressive Growth Portfolio - Basic contract......................    52,219.342      10.979832           573,359 
              Aggressive Growth Portfolio - Enhanced contract...................     1,910.271      11.015008            21,042 
              Worldwide Growth Portfolio - Basic contract.......................    50,730.352      13.048360           661,947 
              Worldwide Growth Portfolio - Enhanced contract....................       272.267      13.090061             3,564 
              Balanced Portfolio - Basic contract...............................    49,603.384      11.670308           578,886 
              Balanced Portfolio - Enhanced contract............................     1,024.467      11.707739            11,994 
              Short-Term Bond Portfolio - Basic contract........................     4,216.270      10.332080            43,563 
              Short-Term Bond Portfolio - Enhanced contract.....................        17.440      10.365199               181 
          Merrill Lynch Variable Series Funds, Inc.:                                                               
              Basic Value Focus Fund - Basic contrac............................     6,820.503      12.094664            82,492 
              Basic Value Focus Fund - Enhanced contract........................        96.296      12.133299             1,168 
              Global Strategy Focus Fund - Basic contract.......................     2,114.707      11.294096            23,884 
              Global Strategy Focus Fund - Enhanced contract....................        30.061      11.330202               341 
              High Current Income Fund - Basic contract.........................     6,837.357      11.119068            76,025 
              High Current Income Fund - Enhanced contract......................       255.389      11.148637             2,847 
              Domestic Money Market Fund - Basic contract.......................   325,331.820       1.041216           338,741 
              Domestic Money Market Fund - Enhanced contract....................     1,260.991       1.045819             1,319
    
- --------------------------------------------------------------------------------------------------------------------------------
                            Net assets attributable to variable annuity contract holders                              3,380,422
- --------------------------------------------------------------------------------------------------------------------------------

                            Net assets............................................................................  $ 3,380,422

</TABLE>


   The accompanying notes are an integral part of these financial statements.


<PAGE>

<TABLE>
<CAPTION>
   
                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                                                      STATEMENTS OF OPERATIONS
                                                    YEAR ENDED DECEMBER 31, 1997

====================================================================================================================================
                                                               Dreyfus Variable Investment Fund                Dreyfus Funds        
                                                          -------------------------------------------- -----------------------------
                                                                              Growth                      Socially                  
                                                              Capital          and           Small       Responsible        Stock   
                                                           Appreciation       Income          Cap           Growth          Index   
                                                             Portfolio       Portfolio     Portfolio      Fund, Inc.         Fund   
====================================================================================================================================

<S>                                                               <C>             <C>          <C>            <C>         <C>    
Investment income:
     Dividends from investments in portfolio shares............$  31,931        $ 35,214    $  53,513      $  65,284   $  167,780

Expenses:
     Mortality and expense risk fees (Note 4)..................   24,987           1,729        2,571         13,118       29,248

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

          Net investment income (loss)........................     6,944          33,485       50,942         52,166      138,532

Net realized gain (loss) and unrealized appreciation 
  (depreciation)  on investments:
     Net realized gain on sale of investments in portfolio        
        portfolio shares......................................    10,026           1,311           10          8,354        3,459
     Net change in unrealized appreciation                       
       (depreciation) of investments in portfolio shares......   319,771        (24,839)     (48,158)        136,989      355,870
- ---------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares..   329,797        (23,528)     (48,148)        145,343      359,329

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

               Net increase (decrease) in net assets             
                    from operations........................... $ 336,741        $ 9,957      $ 2,794      $ 197,509    $ 497,861 

================================================================================================================================
                                                                                                                           Morgan
                                                                                                                           Stanley
                                                                                                                          Universal
                                                                    Merrill Lynch Variable Series Funds, Inc.              Funds
                                                          -------------------------------------------------------------- ----------
                                                                 Basic        Global          High         Domestic        U.S.   
                                                                 Value       Strategy       Current          Money         Fixed  
                                                                 Focus        Focus         Income         Market         Income 
                                                                 Fund          Fund           Fund           Fund        Portfolio 
===================================================================================================================================


Investment income:
     Dividends from investments in portfolio shares............ $  9,192        $  1,268    $  33,292      $  41,589    $  4,192

Expenses:
     Mortality and expense risk fees (Note 4)..................    6,537           1,537        4,852         11,904         217
- --------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss).........................    2,655           (269)       28,440         29,685       3,975

Net realized gain (loss) and unrealized appreciation 
   (depreciation) on investments:
     Net realized gain on sale of investments in                   
        portfolio shares.......................................    3,825           2,375          471             0         186 
     Net change in unrealized appreciation                        
        (depreciation) of investments in portfolio shares......   53,787           (823)          853             0      (2,412)
- --------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares...   57,612           1,552        1,324             0      (2,226)
- --------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets           
                  from operations............................. $  60,267        $  1,283    $  29,764     $  29,685    $  1,749
================================================================================================================================


   The accompanying notes are an integral part of these financial statements.

<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A (continued)

                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1997


                                                                                   Janus Aspen Series
                                                                 -------------------------------------------------------
                                                                                                                   Short-
                                                                   Aggressive     Worldwide                        Term
                                                                     Growth        Growth       Balanced            Bond
                                                                   Portfolio      Portfolio    Portfolio          Portfolio



Investment income:
     Dividends from investments in portfolio shares............       $      0    $   60,959   $  113,010     $  11,320             

Expenses:
     Mortality and expense risk fees (Note 4)..................         20,223        44,109       36,816           746

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

          Net investment income (loss)........................        (20,223)        16,850       76,194        10,574

Net realized gain (loss) and unrealized appreciation 
  (depreciation)  on investments:
     Net realized gain on sale of investments in portfolio     
        portfolio shares......................................           1,204         9,006        9,629           158
     Net change in unrealized appreciation                     
       (depreciation) of investments in portfolio shares......         309,297       387,292      413,065       (7,425)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares..         310,501       396,298      422,694       (7,267)

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

               Net increase (decrease) in net assets           
                    from operations...........................     $  290,278    $  413,148   $  498,888      $  3,307   

====================================================================================================================================
                                                               Morgan Stanley
                                                               Universal           PBHG Insurance                Strong
                                                                Funds            Series Fund, Inc.               Funds
                                                          --------------------- -------------------------- ------------------------
                                                                     U.S.                     Technology
                                                                     Real         Growth         and           Opportunity
                                                                     Estate          II       Communications      Fund
                                                                   Portfolio      Portfolio    Portfolio          II        Total
====================================================================================================================================


Investment income:
     Dividends from investments in portfolio shares............      $   7,455      $      0    $       0     $    407   $ 636,406 
                                                                                                                       
Expenses:                                                                                                              
     Mortality and expense risk fees (Note 4)..................            727           767        2,092          948     203,128
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
          Net investment income (loss).........................          6,728         (767)      (2,092)        (541)     433,278
                                                                                                                       
Net realized gain (loss) and unrealized appreciation                                                                   
   (depreciation) on investments:                                                                                      
     Net realized gain on sale of investments in                                                                       
        portfolio shares.......................................           448           109          898          483      51,952
     Net change in unrealized appreciation                                                                             
        (depreciation) of investments in portfolio shares......          6,939       (5,312)     (16,509)        6,923   1,885,308
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
          Net gain (loss) on investments in portfolio shares...          7,387       (5,203)     (15,611)        7,406   1,937,260
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
               Net increase (decrease) in net assets                                                                   
                  from operations..............................      $  14,115    $  (5,970)   $ (17,703)     $  6,865  $2,370,538 
===================================================================================================================================
</TABLE>                                                                        
                                                                                
                                                                                
   The accompanying notes are an integral part of these financial statements.
    
<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1997
   
<TABLE>
<CAPTION>
==================================================================================================================================
                                                                   Dreyfus Variable Investment Fund               Dreyfus Funds   
                                                           -------------------------------------------------- --------------------
                                                                                   Growth                          Socially       
                                                                 Capital             and           Small         Responsible      
                                                               Appreciation         Income          Cap            Growth         
                                                                Portfolio         Portfolio      Portfolio       Fund, Inc.       
==================================================================================================================================
Changes from operations:
<S>                                                      <C>                 <C>             <C>                <C> 
     Net investment income (loss) ...................    $      6,944        $   33,485      $  50,942          $  52,166       
     Net realized gain on sale of investments in               
       portfolio shares..............................          10,026             1,311             10              8,354       
     Net change in unrealized appreciation                    
       (depreciation) of investments in 
        portfolio shares.............................         319,771          (24,839)       (48,158)            136,989       
- --------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from          
             operations..............................         336,741             9,957          2,794            197,509       

Changes from principal transactions:
     Contract purchase payments......................       2,587,775           473,969        833,543          1,445,588       
     Contract redemptions............................        (114,166)          (18,372)        (3,025)           (51,480)       
     Net transfers (to) from fixed account...........         689,951            95,258        237,255            320,031       

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

          Net increase in net assets from principal         
             transactions............................       3,163,560           550,855      1,067,773          1,714,139       
- --------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets............       3,500,301           560,812      1,070,567          1,911,648       
Net assets, beginning of period......................         416,019                 0              0            182,637       

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

Net assets, end of period............................    $  3,916,320        $  560,812    $ 1,070,567       $  2,094,285
================================================================================================================================
                                                                  Merrill Lynch Variable Series Funds, Inc.                     
                                                           --------------------------------------------------------------------
                                                                 Basic             Global          High           Domestic    
                                                                 Value            Strategy       Current           Money          
                                                                 Focus             Focus          Income           Market        
                                                                  Fund              Fund           Fund             Fund         
================================================================================================================================
Changes from operations:
     Net investment income (loss).....................   $      2,655   $      $  (269)       $ 28,440           $ 29,685
     Net realized gain on sale of investments in                
        portfolio shares..............................          3,825             2,375            471                  0       
     Net change in unrealized appreciation                     
        (depreciation) of investments in 
        portfolio shares..............................         53,787              (823)           853                  0       
- --------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from           
             operations...............................         60,267             1,283         29,764             29,685       

Changes from principal transactions:
     Contract purchase payments.......................        782,172           182,783        646,791          1,766,603       
     Contract redemptions ............................        (34,859)          (11,021)        (8,576)           (28,653)       
     Net transfers (to) from fixed                            
          account....................................         121,967            37,593         67,428         (1,342,773)       
- --------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal           
             transactions............................         869,280           209,356        705,643            395,177       
- --------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets............         929,547           210,639        735,407            424,862       
Net assets, beginning of period......................          83,660            24,225         78,872            340,060       
- --------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period............................    $  1,013,207       $   234,864    $   814,279         $  764,922


   The accompanying notes are an integral part of these financial statements.

================================================================================================================================
    
<PAGE>
   
                ANNUITY INVESTORS VARIABLE ACCOUNT A (continued)

                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1997

================================================================================================================================
                                                          Dreyfus
                                                           Funds                       Janus Aspen Series
                                                      -------------- -----------------------------------------------------------
                                                                                                                       Short-
                                                            Stock      Aggressive     Worldwide                        Term
                                                            Index        Growth        Growth        Balanced          Bond
                                                            Fund        Portfolio     Portfolio     Portfolio        Portfolio
=================================================================================================================================
Changes from operations:
     Net investment income (loss) ...................   $ 138,532    $(20,223)    $   16,850     $    76,194     $  10,574
     Net realized gain on sale of investments in      
       portfolio shares..............................       3,459        1,204         9,006           9,629           158
     Net change in unrealized appreciation            
       (depreciation) of investments in 
        portfolio shares.............................     355,870      309,297       387,292         413,065         (7,425) 
- -----------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from  
             operations..............................     497,861      290,278       413,148         498,888         3,307

Changes from principal transactions:
     Contract purchase payments......................   3,887,862    1,590,929     4,759,590       4,181,625        29,866
     Contract redemptions............................    (82,415)     (57,933)     (153,014)       (140,016)         (283)
     Net transfers (to) from fixed account...........     560,574      135,745     1,065,566         763,682      (10,508)

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

          Net increase in net assets from principal   
             transactions............................   4,366,020    1,668,741     5,672,143       4,805,290        19,075
- ----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets............   4,863,881    1,959,019     6,085,291       5,304,178        22,382
Net assets, beginning of period......................     360,413      594,401       665,511         590,880        43,744

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

Net assets, end of period............................ $ 5,224,294   $2,553,420  $  6,750,802    $  5,895,058      $ 66,126    `
===================================================================================================================================

                                                          Morgan Stanley                 PBHG Insurance          Strong
                                                          Universal Funds               Series Fund, Inc.        Funds
                                                      --------------------------- ---------------------------- ----------
                                                                           U.S.                  Technology
                                                          Fixed            Real     Growth          and        Opportunity
                                                          Income          Estate      II        Communications    Fund
                                                        Portfolio       Portfolio   Portfolio     Portfolio       II        Total
===================================================================================================================================
Changes from operations:
     Net investment income (loss).....................   $  3,975      $   6,728   $    (767)   $  (2,092)   $  (541)   $  433,278
     Net realized gain on sale of investments in                                                                       
        portfolio shares..............................        186            448         109          898        483        51,952
     Net change in unrealized appreciation                                                                             
        (depreciation) of investments in                                                                               
        portfolio shares..............................     (2,412)         6,939      (5,312)     (16,509)     6,923     1,885,308
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
          Net increase (decrease) in net assets from                                                                   
             operations...............................      1,749         14,115      (5,970)     (17,703)     6,865     2,370,538
                                                                                                                       
Changes from principal transactions:                                                                                   
     Contract purchase payments.......................     60,217        158,252     158,200      315,811    346,824    24,208,399
     Contract redemptions ............................     (2,721)        (3,572)          0      (10,266)         0      (720,373)
     Net transfers (to) from fixed                         17,500         70,126      22,642      243,157     83,892     3,179,086
          account....................................                                                                  
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
          Net increase in net assets from principal                                                                    
             transactions............................      74,995        224,806     180,842      548,702    430,716    26,667,113
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
               Net increase in net assets............      76,744        238,921     174,872      530,999    437,581    29,037,651
Net assets, beginning of period......................           0              0           0            0          0     3,380,422
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Net assets, end of period............................   $  76,744     $  238,921    $174,872    $ 530,999  $ 437,581   $32,418,073
                                                                                                                       
   The accompanying notes are an integral part of these financial statements.                                          
                                                                                                                     
===================================================================================================================================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

                                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                                          YEAR ENDED DECEMBER 31, 1997


                                                Basic Contracts


================================================================================================================
                                               Dreyfus Variable Investment Fund            Dreyfus Funds        
                                            -------------------------------------   -------------------------   
                                                             Growth                  Socially                   
                                              Capital         and        Small      Responsible        Stock    
                                            Appreciation     Income       Cap          Growth          Index    
                                             Portfolio      Portfolio   Portfolio    Fund, Inc.        Fund     
<S>                                        <C>              <C>         <C>          <C>             <C>      
================================================================================================================

Units outstanding, December 31, 1996        33,424.286         0.000        0.000     15,316.028     29,203.177 

Units purchased                            224,280.056    50,518.305   86,407.351    122,765.393    302,515.480 

Units redeemed                             (10,585.767)   (1,653.019)    (256.421)    (5,123.933)    (7,005.334)
                                           -----------    ----------   ----------    -----------    ----------- 

Units outstanding December 31, 1997        247,118.575    48,865.286   86,150.930    132,957.488    324,713.323 
                                           ===========    ==========   ==========    ===========    ===========  
================================================================================================================



================================================================================================  
                                                             Janus Aspen Series                   
                                           ----------------------------------------------------   
                                                                                        Short-    
                                            Aggressive     Worldwide                     Term     
                                             Growth         Growth      Balanced         Bond     
                                            Portfolio     Portfolio     Portfolio     Portfolio   
================================================================================================  
                                                                                                  
Units outstanding, December 31, 1996        52,219.342    50,730.352    49,603.384    4,216.270   
                                                                                                  
Units purchased                            177,772.496   390,022.123   379,211.522      772.196   
                                                                                                  
Units redeemed                             (22,764.419)  (15,012.883)  (18,897.599)  (1,020.907)  
                                           -----------   -----------   -----------   ----------   
                                                                                                  
Units outstanding December 31, 1997        207,227.419   425,739.592   409,917.307    3,967.559   
                                           ===========    ==========   ===========    =========   
================================================================================================  

<PAGE>



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

Units outstanding, December 31, 1996         6,820.503     2,114.707     6,837.357       325,331.820   

Units purchased                             63,713.297    16,649.421    60,146.745     1,834,941.088   

Units redeemed                              (2,352.206)   (1,148.616)   (1,227.121)   (1,462,737.067)  
                                            ----------    ----------    ----------    --------------   

Units outstanding December 31, 1997         68,181.594    17,615.512    65,756.981       697,535.841   
                                            ==========    ==========    ==========    ==============   
=======================================================================================================




===================================================================================================================
                                                 Morgan Stanley                PBHG Insurance            Strong    
                                                 Universal Funds              Series Fund, Inc.           Funds    
                                            ------------------------    ---------------------------    ------------
                                                              U.S.                     Technology                  
                                                Fixed         Real        Growth           and         Opportunity 
                                               Income        Estate         II       Communications       Fund     
                                              Portfolio    Portfolio     Portfolio      Portfolio          II      
===================================================================================================================
                                                                                                                   
Units outstanding, December 31, 1996            0.000          0.000         0.000           0.000         0.000   
                                                                                                                   
Units purchased                             7,618.399     19,733.721    15,908.128      53,379.692    36,045.579   
                                                                                                                   
Units redeemed                               (473.450)      (295.315)       (2.588)     (2,102.733)     (503.282)  
                                            ---------     ----------    ----------      ----------    ----------   
                                                                                                                   
Units outstanding December 31, 1997         7,144.949     19,438.406    15,905.540      51,276.959    35,542.297   
                                            =========     ==========    ==========      ==========    ==========   
===================================================================================================================
                                                                                                                   
                   The accompanying notes are an integral part of these financial statements

</TABLE>
                                          
    
<PAGE>
   


                                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                                STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                                          YEAR ENDED DECEMBER 31, 1997


                                               Enhanced Contracts

<TABLE>
<CAPTION>

==============================================================================================================
                                            Dreyfus Variable Investment Fund             Dreyfus Funds        
                                         ----------------------------------------  ----------------------     
                                                           Growth                     Socially                
                                             Capital        and           Small     Responsible     Stock     
                                          Appreciation    Income           Cap         Growth       Index     
                                            Portfolio    Portfolio      Portfolio    Fund, Inc.      Fund     
<S>                                      <C>            <C>           <C>          <C>             <C>        
==============================================================================================================

Units outstanding, December 31, 1996          313.603       0.000          0.000         0.000      600.306   


Units purchased                             3,924.489       5.708      1,993.698     5,841.203    3,940.642   

Units redeemed                               (247.479)      0.000          0.000      (380.578)    (277.609)  
                                          -----------     -------     ----------   -----------   ----------   

Units outstanding December 31, 1997         3,990.613       5.708      1,993.698     5,460.625    4,263.339   
                                          ===========       =======     ========== ===========   ==========   
==============================================================================================================



================================================================================================  
                                                                Janus Aspen Series                
                                         -------------------------------------------------------  
                                                                                        Short-    
                                          Aggressive     Worldwide                      Term      
                                            Growth        Growth       Balanced         Bond      
                                          Portfolio      Portfolio     Portfolio      Portfolio   

===============================================================================================   
                                                                                                  
Units outstanding, December 31, 1996      1,910.271        272.267     1,024.467        17.440    
                                                                                                  
                                                                                                  
Units purchased                           1,568.503      2,943.182     8,513.034     2,073.819    
                                                                                                  
Units redeemed                           (1,724.315)      (144.497)     (641.438)        0.000    
                                         ---------- -------------- -------------    ----------    
                                                                                                  
Units outstanding December 31, 1997         1,754.459      3,070.952     8,896.063   2,091.259    
                                         ============ ============== =============  ==========    
================================================================================================  
                                         
    
<PAGE>

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

Units outstanding, December 31, 1996       96.296       30.061      255.389    1,260.991  

Units purchased                         2,026.863    1,253.336    1,020.714   10,698.722  

Units redeemed                              0.000      (96.963)    (239.744)  (1,273.257) 
                                        ---------    ---------    ---------   ----------  

Units outstanding December 31, 1997     2,123.159    1,186.434    1,036.359   10,686.456  
                                        =========    =========    =========   ==========  
==========================================================================================



========================================================================================================== 
                                           Morgan Stanley               PBHG Insurance          Strong     
                                           Universal Funds              Series Fund, Inc.        Funds     
                                        -----------------------  ---------------------------  ------------ 
                                                        U.S.                   Technology                  
                                           Fixed        Real       Growth         and         Opportunity  
                                           Income       Estate       II       Communications      Fund     
                                          Portfolio   Portfolio   Portfolio     Portfolio          II      
========================================================================================================== 
                                                                                                           
Units outstanding, December 31, 1996        0.000       0.000       0.000         0.000          0.000     
                                                                                                           
Units purchased                             0.000       0.000     496.211       469.962          0.000     
                                                                                                           
Units redeemed                              0.000       0.000       0.000      (313.444)         0.000     
                                            -----       -----     -------      --------          -----     
                                                                                                           
Units outstanding December 31, 1997         0.000       0.000     496.211       156.518          0.000     
                                            =====       =====     =======       =======          =====     
========================================================================================================== 

                  The accompanying notes are an integral part of these financial statements.

    
</TABLE>


<PAGE>


                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

================================================================================================================================
                                                                                               Dreyfus VIF*      Dreyfus Funds    
                                                                                               ------------  --------------------- 
                                                                                                              Socially       
                                                                                                  Capital    Responsible    Stock
                                                                                               Appreciation    Growth       Index
                                                                                                 Portfolio    Fund, Inc.    Fund
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>            <C>          <C>
Investment Income:
     Dividends from Investments in portfolio shares.............................................. $ 3,207      $ 6,574      $5,938

Expenses:
     Mortality and expense risk fees (Note 4)... ................................................     883          512         939
- ----------------------------------------------------------------------------------------------------------------------------------

          Net Investment Income.................................................................    2,324        6,062       4,999

Net realized gain (loss) and unrealized appreciation (depreciation) on Investments:
     Net realized gain (loss) on sale of Investments In portfolio shares........................       90          289         512 
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....   10,157         (209)      8,250
- ----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on Investments in portfolio shares....................................  $10,247           80       8,762
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase (decrease) in net assets from operations............................  $12,571      $ 6,142     $13,761
==================================================================================================================================
*Variable Investment Fund
</TABLE>


                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

================================================================================================================================
                                                                                               Dreyfus VIF*      Dreyfus Funds    
                                                                                               ------------  --------------------- 
                                                                                                              Socially       
                                                                                                  Capital    Responsible    Stock
                                                                                               Appreciation    Growth       Index
                                                                                                 Portfolio    Fund, Inc.    Fund
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>             <C>          <C>
Changes from operation:
     Net Investment Income...................................................................... $  2,324    $  6,062   $   4,999
     Net realized gain (loss) on sale of Investments in portfolio shares........................       90         289         512
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....   10,157        (209)      8,250
- ----------------------------------------------------------------------------------------------------------------------------------

     Net Increase (decrease) in net assets from operations......................................   12,571       6,142      13,761

Changes from principal transactions:
     Contract purchase payments.................................................................  412,062     171,247     339,471
     Contract redemptions.......................................................................     (457)     (1,164)     (1,044)
     Net transfers (to) from fixed account......................................................   (8,157)      6,412       8,225
- ----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions................................  403,448     176,495     346,652
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase in net assets.......................................................  416,019     182,637     360,413
Net assets, beginning of period.................................................................        0           0           0
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period....................................................................... $416,019    $182,637     360,413
==================================================================================================================================
*Variable Investment Fund

   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>

================================================================================================================================
                                                                                                        Janus Aspen Series
                                                                                               ----------------------------------- 
                                                                                                                   
                                                                                                Aggressive   Worldwide  
                                                                                                  Growth      Growth     Balanced
                                                                                                 Portfolio    Portfolio  Portfolio
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>            <C>          <C>
Investment Income:
     Dividends from Investments in portfolio shares.............................................. $  638       $ 4,200      $6,684

Expenses:
     Mortality and expense risk fees (Note 4)..................................................... 1,423         1,815       1,431
- ----------------------------------------------------------------------------------------------------------------------------------

          Net Investment Income.................................................................    (785)         2,385      5,253

Net realized gain (loss) and unrealized appreciation (depreciation) on Investments:
     Net realized gain (loss) on sale of Investments In portfolio shares........................     173         2,393         711 
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....  (3,268)       23,360       8,927
- ----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on Investments in portfolio shares.................................... $(3,095)       25,753       9,638
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase (decrease) in net assets from operations............................ $(3,880)      $28,138     $14,891
==================================================================================================================================
*Variable Investment Fund
</TABLE>


                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

================================================================================================================================
                                                                                                        Janus Aspen Series
                                                                                               ----------------------------------- 
                                                                                                                   
                                                                                                Aggressive   Worldwide  
                                                                                                  Growth      Growth     Balanced
                                                                                                 Portfolio    Portfolio  Portfolio

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

Changes from operation:
     Net Investment Income...................................................................... $   (785)   $  2,385   $   5,253
     Net realized gain (loss) on sale of Investments in portfolio shares........................      173       2,393         711
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....   (3,268)     23,360)      8,927
- ----------------------------------------------------------------------------------------------------------------------------------

     Net Increase (decrease) in net assets from operations......................................   (3,880)     28,138      14,891

Changes from principal transactions:
     Contract purchase payments.................................................................  586,354     631,446     571,341
     Contract redemptions.......................................................................   (2,136)     (1,623)       (476)
     Net transfers (to) from fixed account......................................................   14,063       7,550       5,124
- ----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions................................  598,281     637,373     575,989
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase in net assets.......................................................  594,401     665,511     590,880
Net assets, beginning of period.................................................................        0           0           0
- ----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period....................................................................... $594,401    $665,511     590,880
==================================================================================================================================
*Variable Investment Fund

   The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

================================================================================================================================
                                                                                                           Merrill Lynch Variable
                                                                                                --------  ----------------------- 
                                                                                                  Short-   Basic   Global    High
                                                                                                   Term    Value  Strategy  Current
                                                                                                   Bond    Focus    Focus   Income
                                                                                                 Portfolio Fund     Fund     Fund  
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>         <C>     <C>      <C>
Investment Income:
     Dividends from Investments in portfolio shares.............................................. $   980 $   93  $     0  $   862

Expenses:
     Mortality and expense risk fees (Note 4).....................................................    122    296      114      157
- ----------------------------------------------------------------------------------------------------------------------------------

          Net Investment Income.................................................................      858    203)    (114)     705

Net realized gain (loss) and unrealized appreciation (depreciation) on Investments:
     Net realized gain (loss) on sale of Investments In portfolio shares........................       (0)   496        0      (10)
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....     (484) 4,356    1,476      778
- ----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on Investments in portfolio shares....................................     (484) 4,852    1,476      768
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase (decrease) in net assets from operations............................ $    374 $4,649  $ 1,362  $ 1,473
==================================================================================================================================
*Variable Investment Fund
</TABLE>



                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>

================================================================================================================================
                                                                                                           Merrill Lynch Variable
                                                                                                --------  ----------------------- 
                                                                                                  Short-   Basic   Global    High
                                                                                                   Term    Value  Strategy  Current
                                                                                                   Bond    Focus    Focus   Income
                                                                                                 Portfolio Fund     Fund     Fund  
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>         <C>       <C>     <C>

Changes from operation:
     Net Investment Income...................................................................... $   858 $    (203) $   (114) $ 705
     Net realized gain (loss) on sale of Investments In portfolio shares........................     (0)       496         0   (10)
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....    (484)    4,356     1,476    778
- -----------------------------------------------------------------------------------------------------------------------------------

     Net Increase (decrease) in net assets from operations......................................     374     4,649    1,362   1,473

Changes from principal transactions:
     Contract purchase payments.................................................................  43,280    80,350   22,977  76,120
     Contract redemptions.......................................................................       0     (166)     (52)   (252)
     Net transfers (to) from fixed account......................................................      90   (1,173)     (62)   1,531
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions................................  43,370   79,011    22,863  77,399
- -----------------------------------------------------------------------------------------------------------------------------------

               Net Increase in net assets.......................................................  43,744   83,660   24,225   78,872
Net assets, beginning of period.................................................................       0        0       0         0
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period....................................................................... $43,744 $ 83,660 $  24,225 $78,872
===================================================================================================================================
*Variable Investment Fund

   The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>
                     ANNUITY INVESTORS VARIABLE ACCOUNT A

                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>

================================================================================================================================
                                                                                            Series Funds, Inc.
                                                                                         ---------------------- 
                                                                                                 Domestic
                                                                                                  Money 
                                                                                                  Market
                                                                                                   Fund          Total
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                            <C>             <C> 
Investment Income:
     Dividends from Investments in portfolio shares.............................................. $ 4,007       $33,183

Expenses:
     Mortality and expense risk fees (Note 4).....................................................   995         8,687
- ----------------------------------------------------------------------------------------------------------------------------------

          Net Investment Income.................................................................   3,012        24,496

Net realized gain (loss) and unrealized appreciation (depreciation) on Investments:
     Net realized gain (loss) on sale of Investments In portfolio shares........................       0         4,654
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....       0        53,343
- ----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on Investments in portfolio shares....................................       0        57,997
- ----------------------------------------------------------------------------------------------------------------------------------

               Net Increase (decrease) in net assets from operations............................ $ 3,012       $82,493
==================================================================================================================================
*Variable Investment Fund

</TABLE>

                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>

================================================================================================================================
                                                                                            Series Funds, Inc.
                                                                                         ---------------------- 
                                                                                                 Domestic
                                                                                                  Money 
                                                                                                  Market
                                                                                                   Fund          Total
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                                              <C>             <C>

Changes from operation:
     Net Investment Income...................................................................... $  3,012        $   24,496
     Net realized gain (loss) on sale of Investments in portfolio shares........................        0             4,654
     Net change in unrealized appreciation (depreciation) of Investments in portfolio shares....        0            53,343
- -----------------------------------------------------------------------------------------------------------------------------------

     Net Increase (decrease) in net assets from operations......................................    3,012            82,493

Changes from principal transactions:
     Contract purchase payments.................................................................  403,339         3,337,987
     Contract redemptions.......................................................................        0           (7,370)
     Net transfers (to) from fixed account......................................................  (66,291)         (32,688)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions................................  337,048         3,297,929
- -----------------------------------------------------------------------------------------------------------------------------------

               Net Increase in net assets.......................................................  340,060         3,380,422
Net assets, beginning of period.................................................................        0                 0
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period....................................................................... $340,060        $3,380,422
===================================================================================================================================
*Variable Investment Fund

   The accompanying notes are an integral part of these financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                  ANNUITY INVESTORS VARIABLE ACCOUNT A


                                                            STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                                                                      YEAR ENDED DECEMBER 31, 1996


                                                                            Basic Contracts

===================================================================================================================================
                                           Dreyfus VIF*     Dreyfus Funds                    Janus Aspen Series                    
                                           ------------  -------------------    ---------------------------------------------------
                                                          Socially                                                         Short-  
                                            Capital      Responsible   Stock    Aggressive    Worldwide                     Term   
                                           Appreciation    Growth      Index      Growth       Growth       Balanced        Bond   
                                           Portfolio      Fund, Inc.    Fund     Portfolio    Portfolio    Portfolio      Portfolio
<S>                                       <C>           <C>           <C>      <C>           <C>           <C>           <C>      
===================================================================================================================================

Units outstanding, December 31, 1995          0.000         0.000       0.000        0.000        0.000        0.000         0.000 


Units purchased                          34,422.778    15,640.606   29,479.189  52,474.764   51,619.416    50,768.075    4,216.270 

Units redeemed                             (998.492)     (324.578)    (276.012)   (255.422)    (889.064)   (1,164.691)       0.000 
                                         ----------    ----------   ---------- -----------   ----------    ----------    --------- 

Units outstanding December 31, 1996      33,424.286    15,316.028   29,203.177  52,219.342   50,730.352    49,603.384    4,216.270 
                                         ==========    ==========   ==========  ==========   ==========    ==========    ========= 
===================================================================================================================================




=========================================================================================     
                                            Merrill Lynch Variable Series Funds, Inc.       
                                         ------------------------------------------------     
                                               Basic     Global      High      Domestic     
                                               Value    Strategy   Current      Money       
                                               Focus     Focus      Income      Market      
                                               Fund      Fund        Fund        Fund       
========================================================================================= 
                                                                                            
Units outstanding, December 31, 1995          0.000       0.000       0.000         0.000   
                                                                                            
                                                                                            
Units purchased                           6,930.204   2,124.185   6,860.213   391,560.413   
                                                                                            
Units redeemed                             (109.701)     (9.478)    (22.856)  (66,228.593)  
                                          ---------   ---------   ---------   -----------   
                                                                                            
Units outstanding December 31, 1996       6,820.503   2,114.707   6,837.357   325,331.820   
                                          =========   =========   =========   ===========   
=========================================================================================   
                                                                                            
* Variable Investment Fund                                                                  
                                                                                            


<PAGE>




                                                                           Enhanced Contracts

===================================================================================================================================
                                           Dreyfus VIF*     Dreyfus Funds                    Janus Aspen Series                    
                                           ------------  -------------------    ---------------------------------------------------
                                                          Socially                                                         Short-  
                                            Capital      Responsible   Stock    Aggressive    Worldwide                     Term   
                                           Appreciation    Growth      Index      Growth       Growth       Balanced        Bond   
                                           Portfolio      Fund, Inc.    Fund     Portfolio    Portfolio    Portfolio      Portfolio
===================================================================================================================================

Units outstanding, December 31, 1995          0.000         0.000       0.000        0.000        0.000        0.000         0.000 

Units purchased                             313.603         0.000     600.306    1,910.271      272.267    1,024.467        17.440 

Units redeemed                                0.000         0.000       0.000        0.000        0.000        0.000         0.000 
                                         ----------    ----------   ---------- -----------   ----------    ---------     --------- 

Units outstanding December 31, 1996         313.603         0.000     600.306    1,910.271      272.267    1,024.467        17.440 
                                         ==========    ==========   ==========  ==========   ==========    ==========    ========= 
===================================================================================================================================


                                                                                            
                               Enhanced Contracts

=========================================================================================     
                                            Merrill Lynch Variable Series Funds, Inc.       
                                         ------------------------------------------------     
                                               Basic     Global      High      Domestic     
                                               Value    Strategy   Current      Money       
                                               Focus     Focus      Income      Market      
                                               Fund      Fund        Fund        Fund      
=========================================================================================  
                                                                                           
Units outstanding, December 31, 1995          0.000       0.000       0.000         0.000  
                                                                                           
Units purchased                              96.296      30.061     255.389     1,260.991  
                                                                                           
Units redeemed                                0.000       0.000       0.000         0.000  
                                          ---------   ---------   ---------   -----------  
                                                                                           
Units outstanding December 31, 1996          96.296      30.061     255.389     1,260.991  
                                          =========   =========   =========   ===========  
=========================================================================================  
                                                                                           
* Variable Investment Fund                                                                 
                                       
                                       
      The accompanying notes are an integral part of these financial statements.

</TABLE>



<PAGE>

   


                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 1997

(1)   GENERAL
      -------

      Annuity  Investors  Variable Account A (the "Account") is registered under
      the  Investment  Company  Act of 1940,  as amended,  as a unit  investment
      trust.  The  Account  was  established  on  May  26,  1995  and  commenced
      operations  on December  7, 1995 as a  segregated  investment  account for
      individual and group variable annuity contracts which are registered under
      the  Securities Act of 1933. The operations of the Account are included in
      the operations of Annuity Investors Life Insurance Company (the "Company")
      pursuant to the provisions of the Ohio  Insurance  Code. The Company is an
      indirect wholly-owned subsidiary of American Annuity Group, Inc., ("AAG"),
      a publicly traded  insurance  holding company listed on the New York Stock
      Exchange. The Company is licensed in 47 states.

      At December 31, 1997, the following investment options were available:

            THE DREYFUS VARIABLE INVESTMENT FUND:
               .   Capital Appreciation Portfolio
               .   Growth and Income Portfolio
               .   Small Cap Portfolio
            DREYFUS FUNDS:
               .   Socially Responsible Growth Fund, Inc.
               .   Stock Index Fund
            JANUS ASPEN SERIES:
               .   Aggressive Growth Portfolio
               .   Worldwide Growth Portfolio
               .   Balanced Portfolio
            MERRILL LYNCH VARIABLE SERIES FUNDS, INC.:
               .   Domestic Money Market Fund
               .   Basic Value Focus Fund
               .   Global Strategy Focus Fund
               .   High Current Income Fund
            MORGAN STANLEY UNIVERSAL FUNDS, INC.:
               .   Fixed Income Portfolio
               .   U.S. Real Estate Portfolio
            PBHG INSURANCE SERIES FUND, INC.:
               .   Growth II Portfolio
               .   Technology & Communications Portfolio
            STRONG FUNDS:
               .   Opportunity Fund II

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      ------------------------------------------

      Basis Of Presentation
      ---------------------

      The  preparation of the financial  statements in conformity with generally
      accepted  accounting  principles requires management to make estimates and
      assumptions  that affect the amount  reported in the financial  statements
      and  accompanying  notes.  Changes in  circumstances  could  cause  actual
      results to differ materially from those estimates.

    




<PAGE>

   
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1997


      Investments
      -----------

      Investments  are  valued  using  the net  asset  value  of the  respective
      portfolios at the end of each business day of the New York Stock Exchange,
      with the  exception  of business  holidays.  Investment  transactions  are
      accounted  for on the  trade  date  (the  date the order to buy or sell is
      executed).  The cost of  investments  sold is  determined  on a  first-in,
      first-out  basis.  The  Account  does not hold any  investments  which are
      restricted as to resale.

      Net  investment  income  (loss),  net realized gain (loss) and  unrealized
      appreciation  (depreciation) on investments are allocated to the contracts
      on each  valuation  date  based on each  contract's  pro rata share of the
      assets of the Account as of the beginning of the valuation date.

      Federal Income Taxes
      --------------------

      No provision  for federal  income taxes has been made in the  accompanying
      financial statements because the operations of the Account are included in
      the total operations of the Company,  which is treated as a life insurance
      company for federal income tax purposes under Subchapter L of the Internal
      Revenue Code.  Net  investment  income and realized gains (losses) will be
      retained  in the  Account  and will not be taxable  until  received by the
      contract  owner or  beneficiary  in the form of annuity  payments or other
      distributions.

      Net Assets Attributable To Variable Annuity Contract Holders
      ------------------------------------------------------------

      The  variable  annuity  contract  reserves  are  comprised of net contract
      purchase  payments  less  redemptions  and  benefits.  These  reserves are
      adjusted  daily for the net investment  income  (loss),  net realized gain
      (loss) and unrealized appreciation (depreciation) on investments.

(3)   Purchases And Sales Of Investments In Portfolio Shares
      ------------------------------------------------------

      The aggregate  cost of purchases and proceeds from sales of investments in
      all portfolio shares for the years ended December 31, 1997 and 1996 are as
      follows:

    






<PAGE>

   
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1997


                                                            1997
                                                 ------------------------------
                                                  Cost of        Proceeds from
                                                 Purchases           Sales
                                                 ---------       -------------
The Dreyfus Variable Investment Fund:
   Capital Appreciation Portfolio                 $ 3,205,485          35,865 
   Growth and Income Portfolio                        606,028          21,688 
   Small Cap Portfolio                              1,118,851             136 
Dreyfus Funds:                                                                
   Socially Responsible Growth Fund, Inc.           1,799,223          33,431 
   Stock Index Fund                                 4,519,615          15,987 
Janus Aspen Series:                                                           
   Aggressive Growth Portfolio                      1,811,011         163,917 
   Worldwide Growth Portfolio                       5,714,442          27,266 
   Balanced Portfolio                               4,962,560          82,509 
   Short-Term Bond Portfolio                           51,886          22,434 
Merrill Lynch Variable Series Funds, Inc.:                        
   Basic Value Focus Fund                             909,483          37,844 
   Global Strategy Focus Fund                         224,738          15,765 
   High Current Income Fund                           752,313          18,387 
   Domestic Money Market Fund                       1,914,332       1,490,464 
Morgan Stanley Universal Funds, Inc.:                                         
   Fixed Income Portfolio                              84,163           5,193 
   U.S. Real Estate Portfolio                         234,705           3,171 
PBHG Insurance Series Fund, Inc.:                                             
   Growth II Portfolio                                181,137           1,063 
   Technology & Communications Portfolio              562,830          16,221 
Strong Funds:                                                                 
   Opportunity Fund II                                436,177           6,002 
                                                  -----------      ---------- 
                                                                              
        Total                                     $29,088,979      $1,997,343 
                                                  ===========      ========== 
                                                  
    





<PAGE>

   

                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1997


                                                              1996
                                                 ------------------------------
                                                   Cost of        Proceeds from
                                                  Purchases           Sales
                                                  ---------       -------------
Dreyfus Funds:
   Capital Appreciation Portfolio                  $  416,285        $  9,630  
   Socially Responsible Growth Fund, Inc.             187,037           3,968  
   Stock Index Fund                                   359,968           7,377  
Janus Aspen Series:                                                            
   Aggressive Growth Portfolio                        600,450           1,531  
   Worldwide Growth Portfolio                         658,159          16,587  
   Balanced Portfolio                                 600,469          17,796  
   Short-Term Bond Portfolio                           44,403              53  
Merrill Lynch Variable Series Funds, Inc.:                        
   Basic Value Focus Fund                              86,446           7,342  
   Global Strategy Focus Fund                          22,875              13  
   High Current Income Fund                            79,869           1,608  
   Domestic Money Market Fund                         420,222          79,168  
                                                   ----------        --------  
                                                                               
        Total                                      $3,476,183        $145,073  
                                                   ==========        ========  
                                                 




<PAGE>
   

                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1997


(4)   Deductions And Expenses
      -----------------------

      Although periodic annuitization payments to contract owners vary according
      to the investment  performance of the sub-accounts,  such payments are not
      affected by mortality or expense  experience  because the Company  assumes
      the mortality risk and expense risk under the contracts.

      The  mortality  risk assumed by the Company  results from the life annuity
      payment  option  in the  contracts,  in which the  Company  agrees to make
      annuity  payments  regardless of how long a particular  annuitant or other
      payee  lives.  The annuity  payments are  determined  in  accordance  with
      annuity purchase rate provisions established at the time the contracts are
      issued.  Based on the actuarial  determination of expected mortality,  the
      Company is required to fund any deficiency in the annuity payment reserves
      from its general account assets.

      The expense  risk  assumed by the Company is the risk that the  deductions
      for sales and administrative  expenses may prove insufficient to cover the
      actual sales and administrative  expenses.  Under the Basic Contract,  the
      Company deducts a fee from the Account each day for assuming the mortality
      and expense  risks.  This fee is equal on an annual  basis to 1.25% of the
      daily value of the total investments of the Account. These fees aggregated
      $199,272  and  $8,622  for the years  ended  December  31,  1997 and 1996,
      respectively.

      In connection  with certain  contracts in which 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 an Enhanced Contract.  Under the Enhanced Contract,  the
      Company deducts a fee from the Account each day for assuming the mortality
      and expense  risks.  This fee is equal on an annual  basis to 0.95% of the
      daily value of the total investments of the Account. These fees aggregated
      $3,856  and  $65  for  the  years  ended   December  31,  1997  and  1996,
      respectively.

      Pursuant to an administrative  agreement between AAG and the Company,  AAG
      subsidiaries provide sales and administrative  services to the Company and
      the  Account.  The Company may deduct a  percentage  of purchase  payments
      surrendered to cover sales expenses. The percentage decreases to 0% from a
      maximum of 7.0% based upon the number of years the  purchase  payment  has
      been held.

      In addition, the Company may deduct units from contracts annually and upon
      full  surrender  to cover an  administrative  fee of $25.  These  expenses
      totaled  $7,275 and $175 for the years ended  December  31, 1997 and 1996,
      respectively.

(5)   Other Transactions With Affiliates
      ----------------------------------

      AAG  Securities,  Inc.,  an  affiliate of the  Company,  is the  principal
      underwriter and performs all variable annuity sales functions on behalf of
      the Company.

    





<PAGE>

   


                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                DECEMBER 31, 1997



(6)   Net Assets    
      ----------

      Net assets consisted of the following at December 31, 1997 and 1996:

                                                          1997           1996
                                                      -----------     ----------
      Proceeds from the sales of units since 
         organization, less cost of units 
         redeemed                                     $29,965,042     $3,297,929
      Undistributed net investment income                 457,774         24,496
      Undistributed net realized gains on                    
         sale of investments                               56,606          4,654
      Net unrealized depreciation of investments        1,938,651         53,343
                                                      -----------     ----------

            Net assets                                $32,418,073     $3,380,422
                                                      ===========     ==========


    



<PAGE>
   
                             ANNUITY INVESTORS LIFE

                                INSURANCE COMPANY


                      STATUTORY-BASIS FINANCIAL STATEMENTS
                         AND OTHER FINANCIAL INFORMATION

                     YEARS ENDED DECEMBER 31, 1997 AND 1996
                       WITH REPORT OF INDEPENDENT AUDITORS

    













<PAGE>







                    ANNUITY INVESTORS LIFE INSURANCE COMPANY

                      STATUTORY-BASIS FINANCIAL STATEMENTS
                         AND OTHER FINANCIAL INFORMATION

                     YEARS ENDED DECEMBER 31, 1997 AND 1996








                                    CONTENTS


Report of Independent Auditors................................................39


Audited Statutory-Basis Financial Statements

Balance Sheets - Statutory-Basis..............................................40
Statements of Operations - Statutory-Basis....................................41
Statements of Changes in Capital and Surplus - Statutory-Basis................42
Statements of Cash Flows - Statutory-Basis....................................43
Notes to Statutory-Basis Financial Statements.................................44




<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


Board of Directors
Annuity Investors Life Insurance Company

We have  audited  the  accompanying  statutory-basis  balance  sheets of Annuity
Investors  Life  Insurance  Company ("the  Company") as of December 31, 1997 and
1996,  and the related  statutory-basis  statements  of  operations,  changes in
capital and surplus,  and cash flows for the years then ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

As described in Notes B and I to the financial statements,  the Company presents
its financial  statements in conformity with the accounting practices prescribed
or permitted  by the Ohio  Insurance  Department,  which  practices  differ from
generally accepted accounting  principles.  The variances between such practices
and generally accepted accounting principles and the effects on the accompanying
financial statements are described in Notes B and I.

In our opinion,  because of the effects of the matter described in the preceding
paragraph,  the financial statements referred to above do not present fairly, in
conformity with generally accepted accounting principles, the financial position
of Annuity  Investors Life  Insurance  Company at December 31, 1997 and 1996, or
the results of its operations or its cash flows for the years then ended.

However,  in our opinion,  the  financial  statements  referred to above present
fairly, in all material  respects,  the financial  position of Annuity Investors
Life  Insurance  Company at December  31, 1997 and 1996,  and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
accounting practices prescribed or permitted by the Ohio Insurance Department.


                                                  /s/ ERNST & YOUNG LLP

Cincinnati, Ohio
March 2, 1998

<PAGE>

                    ANNUITY INVESTORS LIFE INSURANCE COMPANY           
                                 BALANCE SHEETS
                                 STATUTORY-BASIS
<TABLE>
<CAPTION>
                                                                                   DECEMBER 31
                                                                                   -----------
                                                                          1997                    1996
                                                                       ----------               ---------
<S>                                                                    <C>                       <C>        
     ADMITTED ASSETS
     Cash and investments
         Fixed maturities - at amortized cost
              (market value - $33,661,758 and $22,445,536)             33,176,305                $22,996,685
         Policy loans                                                     281,758                     41,190
         Short-term investments                                         7,612,000                    841,000
         Cash                                                           1,021,733                    475,770
         Other invested assets                                                  -                     75,000
                                                                       ----------              -------------
         Total cash and investments                                    42,091,796                 24,429,645

     Investment income due and accrued                                    523,546                    437,051
     Federal income tax recoverable                                       148,476                    392,995
     Other admitted assets                                                 22,691                          -
                                                                       ----------          -----------------
         Total General Account admitted assets                         42,786,509                 25,259,691
     Separate Account assets                                           37,248,224                  3,389,109
                                                                       ----------               ------------
         TOTAL ADMITTED ASSETS                                         80,034,733                $28,648,800
                                                                       ==========                ===========

     LIABILITIES, CAPITAL AND SURPLUS
     Annuity reserves                                                  23,186,988               $  3,676,377
     Commissions due and accrued                                          109,180                     53,746
     General expenses due and accrued                                     201,989                     26,759
     Transfers to Separate Accounts due and accrued (net)
                (contingent deferred sales charges - 
                ($2,170,871) and ($198,353))                           (2,170,871)                  (206,980)
     Taxes, licenses and fees due and accrued                              15,368                      1,900
     Asset valuation reserve                                              126,076                     58,437
     Payable to parent and affiliates                                     446,637                    303,718
     Other liabilities                                                    976,052                      9,402
                                                                       ----------             --------------
         Total General Account liabilities                             22,891,419                  3,923,359
     Separate Account liabilities                                      37,248,224                  3,389,109
                                                                       ----------               ------------

         TOTAL LIABILITIES                                             60,139,643                  7,312,468
                                                                       ----------               ------------

     Common stock, par value- $125:
         - 25,000 shares authorized
         - 20,000 shares issued and outstanding                         2,500,000                  2,500,000
     Gross paid-in and contributed surplus                             17,550,000                 17,550,000
     Unassigned surplus (deficit)                                        (154,910)                 1,286,332
                                                                       ----------               ------------
         TOTAL CAPITAL AND SURPLUS                                     19,895,090                 21,336,332
                                                                       ----------                -----------
         TOTAL LIABILITIES, CAPITAL AND SURPLUS                        80,034,733                $28,648,800
                                                                       ==========                ===========

               See notes to statutory-basis financial statements

                                        2
</TABLE>

<PAGE>




                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                                 STATUTORY-BASIS
<TABLE>
<CAPTION>

                                                                           YEAR ENDED DECEMBER 31

                                                                          1997                  1996
                                                                     ------------           --------
<S>                                                                   <C>                   <C>        
     REVENUES
         Premiums and annuity considerations                          $12,878,897           $    38,838
         Deposit-type funds                                            43,367,003             4,355,900
         Net investment income                                          1,789,590             1,500,424
         Amortization of interest maintenance reserve                      (2,195)                 (814)
         Other income                                                      31,884                   175
                                                                    -------------         -------------
                Total revenue                                          58,065,179             5,894,523

     BENEFITS AND EXPENSES
         Increase in aggregate reserves                                19,510,611               834,364
         Policyholders' benefits                                        1,207,596               408,089
         Commissions                                                    3,722,847               257,666
         Commissions and expense allowances on reinsurance assumed             -                 48,353
         General insurance expenses                                     2,928,646             1,138,281
         Taxes, licenses and fees                                         213,167               103,174
         Net transfers to Separate Accounts                            29,300,569             3,090,948
         Reserve adjustment on termination of reinsurance assumed       2,654,548                     -
                                                                     ------------       ---------------
                Total benefits and expenses                            59,537,984             5,880,875
                                                                      -----------            ----------

     Gain (loss) from operations before federal income taxes           (1,472,805)               13,648

     Provision (benefit) for federal income taxes                         (37,876)                2,280
                                                                    -------------          ------------

     Gain (loss) from operations after federal income 
          taxes before net realized capital losses                     (1,434,929)               11,368

     Net realized capital losses
         Net realized capital losses before federal 
               income taxes and transfer to IMR                            (9,212)              (26,813)
         Capital loss tax benefit                                               -                     -
         Interest maintenance reserve transfer 
               (net of tax)                                                 5,988                17,428
                                                                   --------------          ------------

                Net realized capital losses after transfer 
                    to IMR                                                 (3,224)               (9,385)
                                                                   --------------          ------------

     NET INCOME (LOSS)                                                $(1,438,153)         $      1,983
                                                                      ===========          ============


</TABLE>




               See notes to statutory-basis financial statements


                                        3


<PAGE>






                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                                 STATUTORY-BASIS
<TABLE>
<CAPTION>


                                                                           YEAR ENDED DECEMBER 31
                                                                           1997                  1996
                                                                     ------------          ----------
<S>                                                                  <C>                   <C>         
     COMMON STOCK
         Balance at beginning of year                                $  2,500,000          $  2,000,000
         Transfer from gross paid in and contributed surplus                    -               500,000
                                                                     ------------          ------------
                Balance at end of year                               $  2,500,000          $  2,500,000
                                                                     ============          ============

     GROSS PAID-IN AND CONTRIBUTED SURPLUS
         Balance at beginning of year                                 $17,550,000           $18,050,000
         Transfer to common stock                                               -              (500,000)
                                                                     ------------          ------------
                Balance at end of year                                $17,550,000           $17,550,000
                                                                     ============          ============

     UNASSIGNED FUNDS
         Balance at beginning of year                                $  1,286,332          $  1,064,981
         Net income (loss)                                             (1,438,153)                1,983
         Increase in non-admitted assets                                  (31,801)              (85,271)
         Increase in asset valuation reserve                              (67,639)              (55,589)
         Adjustment for prior year taxes                                   96,351               360,228
                                                                     ------------          ------------

                Balance at end of year                               $   (154,910)         $  1,286,332
                                                                     ============          ============

     TOTAL CAPITAL AND SURPLUS                                       $ 19,895,090           $21,336,332
                                                                     ============          ============


</TABLE>
















               See notes to statutory-basis financial statements


                                        4


<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 STATUTORY-BASIS
<TABLE>
<CAPTION>



                                                                            YEAR ENDED DECEMBER 31
                                                                           1997                  1996
                                                                      -------------        ----------
<S>                                                                  <C>                  <C>          
     OPERATIONS:
         Premiums and annuity considerations                         $ 12,878,897         $      38,838
         Deposit-type funds                                            43,367,003             4,355,900
         Net investment income                                          1,788,231             1,365,858
         Net increase in policy loans                                    (240,568)              (41,190)
         Policyholder benefits paid                                    (1,207,596)             (408,089)
         Commissions, expenses and premium and other taxes paid        (6,614,922)           (1,479,640)
         Net transfers to Separate Accounts                           (31,264,460)           (3,297,928)
         Federal income taxes recovered (paid)                            378,746               (44,000)
         Other cash provided (used)                                    (1,563,792)              186,214
                                                                      -----------          ------------

                Net cash provided by operations                        17,521,539               675,963

     INVESTING ACTIVITIES:
         Sale, maturity or repayment of bonds                           2,491,585             2,383,321
         Purchase of bonds                                            (12,771,161)          (16,931,028)
         Cash provided (applied) from receivable for securities            75,000               (75,000)
                                                                     ------------          ------------

                Net cash used in investment activities                (10,204,576)          (14,622,707)
                                                                     ------------           -----------

     Net increase (decrease) in cash and short-term investments         7,316,963           (13,946,744)

     Cash and short-term investments at beginning of year               1,316,770            15,263,514
                                                                     ------------           -----------

     Cash and short-term investments at end of year                  $  8,633,733           $ 1,316,770
                                                                     ============           ===========




</TABLE>















               See notes to statutory-basis financial statements


                                        5



<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
                           DECEMBER 31, 1997 AND 1996

A.  GENERAL

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

AILIC's   primary  product  is  variable   annuities.   These  are  reported  as
deposit-type   funds.   The  product  is  marketed  to  hospitals,   educational
institutions and other qualified and non-qualified  markets.  During 1997, AILIC
also began  writing  individual  fixed  annuity  products  produced by one large
agency.

B.  ACCOUNTING POLICIES

BASIS OF PRESENTATION The accompanying  financial  statements have been prepared
in conformity with accounting  practices prescribed or permitted by the National
Association  of  Insurance   Commissioners   ("NAIC")  and  the  Ohio  Insurance
Department,  which vary in some  respects  from  generally  accepted  accounting
principles ("GAAP"). The more significant of these differences are as follows:

(a)  annuity  receipts  and  deposit-type  funds are  accounted  for as revenues
     versus liabilities;
(b)  costs  incurred in the  acquisition  of new business  such as  commissions,
     underwriting  and policy  issuance  costs are expensed at the time incurred
     versus being capitalized;
(c)  reserves  established for future policy benefits are calculated  using more
     conservative  assumptions  for mortality  and interest  rates than would be
     used under GAAP;
(d)  an Interest  Maintenance  Reserve ("IMR") is provided  whereby  portions of
     realized  gains and losses from fixed income  investments  are deferred and
     amortized into investment income as prescribed by the NAIC;
(e)  investments in fixed maturity  securities  considered  "available for sale"
     (as  defined by GAAP) are  generally  recorded  at  amortized  cost  versus
     market;
(f)  an Asset Valuation Reserve ("AVR") is provided which reclassifies a portion
     of surplus to liabilities; and
(g)  the cost of certain assets designated as "non-admitted assets" (principally
     advance commissions paid to agents) is charged against surplus.

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

Certain  reclassifications have been made to the prior year financial statements
to conform with current year presentation.

INVESTMENTS  Asset values are generally  stated as follows:  Bonds not backed by
other loans,  where permitted,  are carried at amortized cost using the interest
method;  loan-backed  bonds and  structured  securities,  where  permitted,  are
carried at amortized cost using the interest method;  short-term investments are
carried at cost; and policy loans are carried at the aggregate unpaid balance.

The Company uses dealer modeled  prepayment  assumptions to determine  effective
yields for loan-backed  bonds and structured  securities.  These assumptions are
consistent with the current interest rate and economic environment.  Significant
changes in  estimated  cash flows from the  original  purchase  assumptions  are
accounted for on a prospective basis.

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


                                        6


<PAGE>

                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1997 AND 1996

INVESTMENTS (CONTINUED)

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

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

Gains or losses on sales of securities are recognized at the time of disposition
with the amount of gain or loss determined on the specific identification basis.

The IMR applies to  interest-related  realized  capital gains and losses (net of
tax) and is intended to defer realized  gains and losses  resulting from changes
in the general level of interest  rates.  The IMR is amortized  into  investment
income over the approximate remaining life of the investments sold.

The AVR  provides  for  possible  credit-related  losses  on  securities  and is
calculated  according to a specified  formula as  prescribed by the NAIC for the
purpose of  stabilizing  surplus  against  fluctuations  in the market  value of
investment  securities.  Changes in the  required  reserve  balances are made by
direct credits or charges to surplus.

PREMIUMS Annuity premiums and deposit-type  funds are recognized as revenue when
received.

SEPARATE  ACCOUNTS  Separate  account  assets and  liabilities  reported  in the
accompanying  statutory-basis balance sheets represent funds that are separately
administered,   principally   for   annuity   contracts,   and  for   which  the
contractholder,  rather than AILIC,  bears the  investment  risk.  Assets of the
Separate  Accounts are not  chargeable  with  liabilities  incurred in any other
business  operation  of AILIC.  Separate  account  assets are reported at market
value.  The  operations  of  the  separate  accounts  are  not  included  in the
accompanying  statutory-basis  financial  statements.  Fees  charged on separate
account  policyholder  deposits are included in other income.  

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

The fair value of the  liability for annuities in the payout phase is assumed to
be the  present  value of the  anticipated  cash  flows,  discounted  at current
interest rates. Fair value of annuities in the accumulation  phase is assumed to
be no more than the policyholders' cash surrender amount.

REINSURANCE  Reinsurance premiums,  benefits and expenses are accounted for on a
basis consistent with those used in accounting for the original  policies issued
and the terms of the reinsurance contracts. The reinsurance agreement with Great
American  Life  Insurance  Company  ("GALIC"),   an  affiliated  Ohio  domiciled
insurance   company,   was  terminated  on  January  1,  1997  and  reserves  of
approximately  $2.7  million  were  transferred  back to GALIC along with assets
equal to the reserves transferred.

FEDERAL INCOME TAXES AILIC files a separate company federal income tax return.

BENEFIT  PLAN  All  employees  meeting  minimum  requirements  are  eligible  to
participate in an Employee Stock Ownership Retirement Plan ("ESORP") established
by AAG. The ESORP is a noncontributory, trusteed plan which invests primarily in
securities of AAG for the benefit of the employees of AAG and its  subsidiaries.
Contributions are discretionary by the Board of Directors of AAG and are charged
against  earnings in the year for which they are declared.  Qualified  employees
having vested rights are entitled to benefit payments at age 60.


                                       7


<PAGE>



                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1997 AND 1996


C.   INVESTMENTS

     Fixed maturity investments at December 31 consisted of the following:
<TABLE>
<CAPTION>


                                                         --------------------------------------------------------------
                                                                                           1997
                                                          Carrying            Market             Gross Unrealized
                                                            Value              Value          Gains            Losses
                                                            -----              -----          -----            ------
<S>                                                     <C>               <C>               <C>            <C>      
     U.S. Government and government
         agencies and authorities                       $  9,326,347      $  9,345,879      $  61,757      $  42,225
     All other corporate                                  23,849,958        24,315,879        546,439         80,518
                                                         -----------       -----------       --------      ---------
         Total fixed maturity investments                $33,176,305       $33,661,758       $608,196       $122,743
                                                         ===========       ===========       ========       ========


                                                                                           1996
                                                         --------------------------------------------------------------
                                                          Carrying            Market              Gross Unrealized
                                                            Value              Value          Gains            Losses
                                                            -----              -----          -----            ------
     U.S. Government and government
         agencies and authorities                       $  9,049,167      $  8,730,379      $  42,370       $361,158
     All other corporate                                  13,947,518        13,715,157        111,747        344,108
                                                         -----------       -----------       --------       --------
         Total fixed maturity investments                $22,996,685       $22,445,536       $154,117       $705,266
                                                         ===========       ===========       ========       ========



The table below sets forth the scheduled maturities  of AILIC's fixed  maturity investments as of December 31, 1997:

                                                                                       Carrying               Market
                                                                                          Value                 Value
                                                                                          -----                 -----
Bonds by maturity:
     Due within 1 year or less                                                       $  2,005,027          $  2,003,285
     Over 1 year through 5 years                                                        8,306,878             8,315,621
     Over 5 years through 10 years                                                     13,142,738            13,353,424
     Over 10 years through 20 years                                                     6,195,035             6,429,645
     Over 20 years                                                                      3,526,627             3,559,783
                                                                                     ------------          ------------
                Total bonds by maturity                                               $33,176,305           $33,661,758
                                                                                      ===========           ===========

</TABLE>

The expected  maturities in the foregoing  table may differ from the contractual
maturities   because  certain  borrowers  have  the  right  to  call  or  prepay
obligations with or without call or prepayment penalties.

Proceeds from sales of fixed maturity  investments were $2.5 million in 1997 and
$2.4  million in 1996.  Gross  realized  gains of  $17,374  and $3,525 and gross
realized  losses of $26,586 and $30,338 were realized on those sales during 1997
and 1996, respectively.

U.S.  Treasury  Notes with a carrying  value of $6.6 million and $6.1 million at
December  31,  1997 and 1996,  respectively,  were on deposit as required by the
insurance departments of various states.



                                        8

<PAGE>

                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1997 AND 1996

Net investment income consisted of the following:

<TABLE>
<CAPTION>

                                                                  1997                    1996
                                                              -----------             --------
<S>                                                            <C>                   <C>       
     Bonds                                                     $1,642,923            $1,369,442
     Short-term investments                                       182,085               159,533
     Cash on hand and on deposit                                      837                 1,250
     Policy loans                                                   7,605                 1,153
     Miscellaneous                                                  6,648                    54
                                                             ------------        --------------
                Gross investment income                         1,840,098             1,531,432

     Investment expenses                                          (50,508)              (31,008)
                                                             ------------          ------------
                Net investment income                          $1,789,590            $1,500,424
                                                               ==========            ==========
</TABLE>

D.   FEDERAL INCOME TAXES
     --------------------

AILIC has no federal  income taxes  available  for  recoupement  in the event of
future  losses.  AILIC has  approximately  $1.1  million  in loss  carryforwards
derived  from year ended  December  31,  1997 to offset  future  year's  taxable
income. These loss carryforwards will expire in the year 2012.

E.   RELATED PARTY TRANSACTIONS
     --------------------------

On December 30, 1993,  AILIC  entered into a reinsurance  agreement  with GALIC,
which became AILIC's  immediate  parent in 1995. As a result of the transaction,
AILIC  assumed  $2.6  million in  deferred  annuity  reserves  and  received  an
equivalent  amount of assets.  Premiums of $38,838 in 1996  consisted of assumed
reinsurance  from  GALIC in  accordance  with  the  agreement.  The  reinsurance
agreement  was  terminated  January 1, 1997 and  reserves of $2.7  million  were
transferred back to GALIC along with assets equal to the reserves transferred.

AILIC has an  agreement  with  AAG,  subject  to the  direction  of the  Finance
Committee of AILIC,  whereby AAG, along with services provided by American Money
Management, Inc. (an affiliate), provides for management and accounting services
related to the investment  portfolio.  In 1997 and 1996,  AILIC paid $41,743 and
$15,095, respectively, in management fees.

AILIC has an agreement with AAG Securities,  Inc., a wholly-owned  subsidiary of
AAG,  whereby AAG  Securities is the principal  underwriter  and  distributor of
AILIC's variable contracts.  AILIC pays AAG Securities for acting as underwriter
under a distribution  agreement.  In 1997 and 1996,  AILIC paid $2.2 million and
$0.3 million, respectively, in commission to AAG Securities.

Certain  administrative,  management,  accounting,  actuarial,  data processing,
collection and investment  services are provided under agreements  between AILIC
and affiliates at charges not unfavorable to AILIC or insurance  affiliates.  In
1997 and 1996,  AILIC  paid  $678,717  and  $277,505,  respectively,  in fees to
affiliates.

F.   DIVIDEND RESTRICTIONS
     ---------------------

The amount of dividends  which can be paid by AILIC  without  prior  approval of
regulatory  authorities  is  subject to  restrictions  relating  to capital  and
surplus and net income.  AILIC cannot pay dividends in 1998 based on capital and
surplus, without prior approval.


                                        9

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1997 AND 1996


G.   ANNUITY RESERVES, EXCLUDING SEPARATE ACCOUNTS
     ---------------------------------------------

At  December  31,  1997,  $0.6  million  or 2.7% of  AILIC's  annuity  reserves,
excluding  Separate Accounts,  were subject to discretionary  withdrawal without
adjustment,  and $22.6 million or 97.3% were subject to discretionary withdrawal
at book value less surrender  charges of 5% or more. At December 31, 1996,  $2.7
million or 72.2% of AILIC's annuity reserves,  excluding Separate Accounts, were
subject to  discretionary  withdrawal  without  adjustment,  and $1.0 million or
27.8% were  subject to  discretionary  withdrawal  at book value less  surrender
charges of 5% or more.

H.   SEPARATE ACCOUNT
     ----------------

The Company writes individual and group  non-guaranteed  variable annuities.  In
1997,  the  General  Account  had net  transfers  to the  Separate  Accounts  of
$29,300,569, consisting of transfers to the Separate Accounts of $32,220,256 and
transfers  from  the  Separate  Accounts  of  $2,919,687,  including  contingent
deferred  sales  charges of  $1,972,518.  In 1996,  the General  Account had net
transfers to the Separate Account of $3,090,948  consisting  of transfers to the
Separate  Account of  $3,337,987  and  transfers  from the  Separate  Account of
$247,039, including contingent deferred sales charges of $198,353.

All Separate  Account reserves are  non-guaranteed  and subject to discretionary
withdrawal at market value. In 1996,  funds in the Separate  Account had a total
market value of $3,389,109 and amortized  cost of  $3,335,765,  resulting in net
unrealized gains of $53,344, consisting of gross unrealized gains of $57,307 and
gross unrealized losses of $3,963. In 1997, funds in the Separate Accounts had a
total market value of $37,248,224 and amortized cost of  $35,412,702,  resulting
in net unrealized  gains of $1,835,522,  consisting of gross unrealized gains of
$2,047,508 and gross unrealized losses of $211,986.




























                                       10


<PAGE>




                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1997 AND 1996


I.   VARIANCES FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
     -------------------------------------------------------

The  accompanying  financial  statements  have been prepared in conformity  with
accounting  practices  prescribed  or permitted by the National  Association  of
Insurance  Commissioners ("NAIC") and the Ohio Insurance Department,  which vary
in some respects from generally accepted  accounting  principles  ("GAAP").  The
following  table  summarizes the  differences  between net income and surplus as
determined in accordance  with statutory  accounting  practices and GAAP for the
years ended December 31, 1997 and 1996:

<TABLE>
<CAPTION>


                                                                         NET INCOME                   CAPITAL AND SURPLUS
                                                             -----------------------------      -----------------------------
                                                                  1997               1996            1997              1996
                                                             ------------         --------      ------------      -----------
<S>                                                           <C>                <C>             <C>               <C>        
As reported on a statutory basis                              $(1,438,153)       $   1,983       $19,895,090       $21,336,332
     Commissions capitalized to DAC                             3,722,847          257,666         3,722,847           257,666
     General expenses capitalized to DAC                        2,046,618          569,139         2,046,618           569,139
     Taxes, licenses and fees capitalized to DAC                  127,900           51,587           127,900            51,587
     Amortization of DAC                                         (169,695)         (51,969)         (169,695)          (51,969)
     Capital gains transferred to IMR, net of tax                  (5,988)         (17,428)           (5,988)          (17,428)
     Amortization of IMR, net of tax                                2,195              814             2,195               814
     Contingent deferred sales charge                          (3,693,287)        (262,297)       (3,693,287)         (262,297)
     Federal income taxes                                        (226,161)        (190,841)         (226,161)         (190,841)
     Deferred gain on intercompany sales                          (17,011)               -           (17,011)                -
     Unrealized gain (loss) adjustment                                  -                -           578,256          (352,697)
     AVR adjustment                                                     -                -            67,639            55,589
     Non-admitted assets adjustment                                     -                -            31,801            85,271
     Prior year tax adjustment                                          -                -           (96,351)         (360,228)
     Prior year stat to GAAP cumulative adjustments                     -                -          (176,526)           38,868
                                                        -----------------    -------------     -------------    --------------
         Total GAAP adjustments                                 1,787,418          356,671         2,192,237          (176,526)
                                                             ------------         --------      ------------     -------------
GAAP basis                                                   $    349,265         $358,654       $22,087,327       $21,159,806
                                                             ============         ========       ===========       ===========

</TABLE>










                                       11








<PAGE>

    PART C

    OTHER INFORMATION


    ITEM 24.  FINANCIAL STATEMENTS AND EXHIBITS

    (a)  Financial Statements

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

    (b)  Exhibits

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

         (2)      Not Applicable.

         (3)      (a)    Distribution  Agreement  between Annuity Investors Life
                         Insurance Company and AAG Securities, INC.2/

                  (b)    Form of Selling  Agreement  between  Annuity  Investors
                         Life  Insurance  Company,  AAG  Securities,   Inc.  and
                         another Broker-Dealer.2/

         (4)      (a)    Individual Contract Forms.

                         (i)       Form of Qualified Individual Flexible Premium
                                   Deferred Annuity Contract.2/

                         (ii)      Form of Non-Qualified Individual Contract.2/

                  (b)    Endorsements to Individual Contracts.

   
                         (i)       Form  of  Loan   Endorsement   to   Qualified
                                   Individual Contract.2/

                         (ii)      Form of Tax Sheltered Annuity  Endorsement to
                                   Qualified Individual Contract.2/
    

                         (iii)     Form of Qualified Pension, Profit Sharing and
                                   Annuity   Plan   Endorsement   to   Qualified
                                   Individual Contract.2/

   
                         (iv)      Form  of   Employer   Plan   Endorsement   to
                                   Qualified Individual Contract.2/

                         (v)       Form   of   Individual   Retirement   Annuity
                                   Endorsement    to    Qualified     Individual
                                   Contract.2/

                         (vi)      Form of  Texas  Optional  Retirement  Program
                                   Endorsement    to    Qualified     Individual
                                   Contract.2/
<PAGE>

                         (vii)     Form  of  Long-Tevm   Care  Waiver  Rider  to
                                   Individual Contract.3/

                         (viii)    Form of SIMPLE IRA  Endorsement  to Qualified
                                   Individual Contract.3/

                         (ix)      Revised form of IRA  Endorsement to Qualified
                                   Individual Contract (filed herewith).

                         (x)       Form of Roth  IRA  Endorsement  to  Qualified
                                   Individual Contract (filed herewith).

                         (xi)      Revised  form of SIMPLE  IRA  Endorsement  to
                                   Qualified    Individual    Contract    (filed
                                   herewith).

                         (xii)     Revised   form  of  Tax   Sheltered   Annuity
                                   Endorsement to Qualified  Individual Contract
                                   (filed herewith).

                         (xiii)    Revised  form of  Qualified  Pension,  Profit
                                   Sharing  and  Annuity  Plan   Endorsement  to
                                   Qualified    Individual    Contract    (filed
                                   herewith).

                         (xiv)     Revised form of Employer Plan  Endorsement to
                                   Qualified    Individual    Contract    (filed
                                   herewith).

                         (xv)      Form  of   Governmental   Section   457  Plan
                                   Endorsement to Qualified  Individual Contract
                                   (filed herewith).

         (5)      (a)    Form of  Application  for Individual  Flexible  Premium
                         Deferred Annuity Contract.3/
    
         (6)      (a)    Articles of  Incorporation  of Annuity  Investors  Life
                         Insurance Company.1/
   
                         (i)       Amendment   to  Articles  of   Incorporation,
                                   adopted   April  9,  1996  and   approved  by
                                   Secretary  of  State of State of Ohio on July
                                   11, 1996.3/

                         (ii)      Amendment   to  Articles  of   Incorporation,
                                   adopted   August  9,  1996  and  approved  by
                                   Secretary  of  State  of  State  of  Ohio  on
                                   December 23, 1996.3/
    

                  (b)    Code of Regulations of Annuity Investors Life Insurance
                         Company.1/

         (7)      Not applicable.

         (8)      (a)    Participation  Agreement between Annuity Investors Life
                         Insurance  Company  and  Dreyfus  Variable   Investment
                         Fund.1/

                  (b)    Participation  Agreement between Annuity Investors Life
                         Insurance Company and Dreyfus Stock Index Fund.1/

                                      -2-
<PAGE>

                  (c)    Participation  Agreement between Annuity Investors Life
                         Insurance Company and The Dreyfus Socially  Responsible
                         Fund, Inc.1/

                  (d)    Participation  Agreement between Annuity Investors Life
                         Insurance Company and Janus Aspen Series.2/

                  (e)    Amended and Restated  Participation  Agreement  between
                         Annuity  Investors Life  Insurance  Company and Merrill
                         Lynch Variable Series Funds, Inc.2/

                  (f)    Agreement  between  Annuity  Investors  Life  Insurance
                         Company and Merrill Lynch Asset Management, L.P.2/

                  (g)    Service   Agreement   between  Annuity  Investors  Life
                         Insurance Company and American Annuity Group, Inc.1/

                  (h)    Agreement   between  AAG   Securities,   Inc.  and  AAG
                         Insurance Agency, Inc.1/

                  (i)    Investment  Service Agreement between Annuity Investors
                         Life  Insurance  Company and  American  Annuity  Group,
                         Inc.1/

   
                  (j)    Participation  Agreement between Annuity Investors Life
                         Insurance  Company and Morgan Stanley  Universal Funds,
                         Inc.3/

                  (k)    Participation  Agreement between Annuity Investors Life
                         Insurance Company and Strong Special Fund II, Inc.3/

                  (l)    Participation  Agreement between Annuity Investors Life
                         Insurance  Company  and  PBHG  Insurance  Series  Fund,
                         Inc.3/

                  (m)    Amended  and  Restated  Agreement  between  The Dreyfus
                         Corporation   and  Annuity   Investors  Life  Insurance
                         Company.3/

                  (n)    Service   Agreement   between  Annuity  Investors  Life
                         Insurance Company and Janus Capital Corporation.3/

                  (o)    Service   Agreement   between  Annuity  Investors  Life
                         Insurance Company and Strong Capital  Management,  Inc.
                         (filed herewith).

                  (p)    Service   Agreement   between  Annuity  Investors  Life
                         Insurance Company and Pilgrim Baxter & Associates, Ltd.
                         (filed herewith).

                  (q)    Service   Agreement   between  Annuity  Investors  Life
                         Insurance  Company and Morgan Stanley Asset Management,
                         Inc. (filed herewith).
    
         (9)      Opinion and Consent of Counsel.1/

         (10)     Consent of Independent Auditors (filed herewith).

         (11)     No financial statements are omitted from Item 23.

                                      -3-
<PAGE>

         (12)     Not Applicable.

   
         (13)     Schedule for Computation of Performance Quotations.3/
    
         (14)     Financial Data Schedule (filed herewith).
===============================================================================

    1/   Filed with Form N-4 on December 27, 1995.
    2/   Filed with Pre-Effective Amendment No. 1 on July 26, 1996.
   
    3/   Filed with Post-Effective Amendment No. 1 on April 29, 1997.
    




















                                      -4-

<PAGE>


    ITEM 25.  DIRECTORS AND OFFICERS OF ANNUITY INVESTORS LIFE INSURANCE COMPANY

                           PRINCIPAL            POSITIONS AND OFFICES
      NAME                 BUSINESS ADDRESS     WITH THE COMPANY
      ----                 ----------------     --------------------

      Robert Allen Adams            (1)        President, Director
      Stephen Craig Lindner         (1)        Director
      William Jack Maney, II        (1)        Assistant Treasurer and
                                               Director
      James Michael Mortensen       (1)        Executive Vice President,
                                               Assistant Secretary and
                                               Director
      Mark Francis Muething         (1)        Senior Vice President, Secretary,
                                               General Counsel and Director
      Jeffrey Scott Tate            (1)        Director
      Thomas Kevin Liguzinski       (1)        Senior Vice President
      Charles Kent McManus          (1)        Senior Vice President
      Robert Eugene Allen           (1)        Vice President and Treasurer
      Arthur Ronald Greene, III     (1)        Vice President
      Betty Marie Kasprowicz        (1)        Vice President and Assistant 
                                               Secretary
   
      Michael Joseph O'Connor       (1)        Senior Vice President
      Lynn Edward Laswell           (1)        Vice President and Controller
      Vincent J. Graneri            (1)        Vice President and Chief Actuary

      David Shipley                 (1)        Vice President
      Thomas E. Mischell            (1)        Assistant Treasurer
    


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

    ITEM 26. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE DEPOSITOR OR
             REGISTRANT.

   
    The Depositor,  Annuity  Investors Life  Insurance  Company(R),  is a wholly
    owned  subsidiary of Great  American(R) Life Insurance  Company,  which is a
    wholly owned subsidiary of American  Annuity  GroupSM,  Inc. The Registrant,
    Annuity  Investors(R)  Separate  Account A, is a segregated asset account of
    Annuity  Investors Life  Insurance  Company.  The following  chart shows the
    affiliations  among Annuity  Investors  Life  Insurance  Company(R)  and its
    parent, subsidiary and affiliated entities.
    






                                      -5-
<PAGE>


<TABLE>
<CAPTION>

   
                                                                                        % OF STOCK
                                                                                        OWNED(1) BY
AMERICAN FINANCIAL GROUP, INC.                                               DATE       IMMEDIATE    NATURE
|                                                          STATE OF        OF INCOR-     PARENT       OF
                                                           DOMICILE        PORATION      COMPANY     BUSINESS
                                                           --------        --------      -------     --------
|
<S>                                                          <C>             <C>            <C>      <C>
|_AFC Holding Company                                        Ohio            12/09/94       100      Holding Company
    

  |_AHH Holdings, Inc.                                       Florida         12/27/95        49      Holding Company
  | |_Columbia Financial Company                             Florida         10/26/93       100      Real Estate Holding Company
  | |_American Heritage Holding Corporation                  Delaware        11/02/94       100      Home Builder
  | | |_Heritage Homes Realty, Inc.                          Florida         07/20/93       100      Home Sales
  | | |_Southeast Title, Inc.                                Florida         05/16/95       100      Title Company
  | |_Heritage Home Finance Corporation                      Florida         02/10/94       100      Finance Company
  |_American Financial Capital Trust I                       Delaware        09/14/96       100      Statutory Business Trust
  |_American Financial Corporation                           Ohio            11/15/55       100      Holding Company
  | |_AFC Acquisition Corp.                                  Ohio            06/26/97       100      Transitory Holding Company
  | |_AFC Coal Properties, Inc.                              Ohio            12/18/96       100      Real Estate Holding Company
  | |_American Barge & Towing Company                        Ohio            03/25/82       100      Inactive
  | | |_Spartan Transportation Corporation                   Ohio            7/19/1983      100      Mgmt-River Transportation 
                                                                                                        Equipment
  | |_American Financial Corporation                         Ohio            08/27/63       100      Inactive
  | |_American Money Management Corporation                  Ohio            03/01/73       100      Investment Management
  | |_American Money Management International, N.V           Netherland      05/10/85       100      Securities Management
  | |                                                         Antilles
  | |_American Premier Underwriters, Inc.                    Pennsylvania    1846           100(2)   Diversified
  | | |_The Ann Arbor Railroad Company                       Michigan        09/21/1895      99      Inactive
  | | |_The Associates of the Jersey Company                 New Jersey      11/10/1804     100      Inactive
  | | |_Cal Coal, Inc.                                       Illinois        05/30/79       100      Inactive
   
  | | |_Canadian Lease Insurance Services, Ltd.              Washington      02/28/91       100      Insurance Agency
    
  | | |_The Indianapolis Union Railway Company               Indiana         11/19/1872     100      Inactive
   
  | | |_Leased Equipment Reinsurance Company, Ltd.           Bermuda         09/18/89       100      Reinsurance Company
  | | |_Lease Insurance Agency Services Corporation          Washington      12/27/83       100      Insurance Agency
  | | |_Lease Insurance Services, Ltd.                       Washington      05/14/90       100      Insurance Agency
    
  | | |_Lehigh Valley Railroad Company                       Pennsylvania    04/21/1846     100      Inactive
   

    
  | | |_The New York and Harlem Railroad Company             New York        04/25/1831      97      Inactive
  | | |_The Owasco River Railway, Inc.                       New York        06/02/1881     100      Inactive
  | | |_PCC Real Estate, Inc.                                New York        12/15/86       100      Holding Company
  | | | |_PCC Chicago Realty Corp.                           New York        12/23/86       100      Real Estate Developer
  | | | |_PCC Gun Hill Realty Corp.                          New York        12/18/85       100      Real Estate Developer
  | | | |_PCC Michigan Realty, Inc.                          Michigan        11/09/87       100      Real Estate Developer
  | | | |_PCC Scarsdale Realty Corp.                         New York        06/01/86       100      Real Estate Developer
  | | | | |_Scarsdale Depot Associates, L.P.                 Delaware        05/05/89        80      Real Estate Developer
  | | |_Penn Central Energy Management Company               Delaware        05/11/87       100      Energy Operations Manager


                                      -6-
<PAGE>


  | | |_Pennsylvania Company                                 Delaware        12/05/58       100      Holding Company
  | | | |_Atlanta Casualty Company                           Illinois        06/13/72       100(2)   Property/Casualty Insurance
  | | | | |_American Premier Insurance Company               Indiana         11/30/89       100      Property/Casualty Insurance

   
  | | | | |_Atlanta Specialty Insurance Company              Ohio            02/06/74       100      Property/Casualty Insurance
  | | | | |_Atlanta Casualty Group, Inc.                     Georgia         04/01/77       100      Insurance Agency
    

  | | | | | |_Atlanta Casualty General Agency, Inc.          Texas           03/15/61       100      Managing General Agency
  | | | | | |_Atlanta Insurance Brokers, Inc.                Georgia         02/06/71       100      Insurance Agency
  | | | | | |_Treaty House, Ltd. (d/b/a Mr. Budget)          Nevada          11/02/71       100      Insurance Premium Finance

   

    
























                                      -7-
<PAGE>



   
AMERICAN FINANCIAL GROUP, INC.                                                            % OF STOCK                       
  |_AFC Holding Company                                                                   OWNED(1) BY                       
  |_American Financial Corporation                                             DATE       IMMEDIATE      NATURE                   
  | |_American Premier Underwriters, Inc.                    STATE OF        OF INCOR-     PARENT          OF             
  | | |_Pennsylvania Company                                 DOMICILE        PORATION      COMPANY     BUSINESS   
                                                             --------        --------      -------     ---------   
    
  |                                                         
   
  | | | | |_Penn Central U.K. Limited                        United Kingdom  10/28/92     100      Insurance Holding Company
  | | | | | |_Insurance (GB) Limited                         United Kingdom  05/13/92     100      Property/Casualty Insurance
  | | | |_Delbay Corporation                                 Delaware        12/27/62     100      Inactive
  | | | |_Great Southwest Corporation                        Delaware        10/25/78     100      Real Estate Developer
    
  | | | | |_World Houston, Inc.                              Delaware        05/30/74     100      Real Estate Developer
  | | | |_Hangar Acquisition Corp.                           Ohio            10/06/95     100      Aircraft Investment
  | | | |_Infinity Insurance Company                         Indiana         07/09/55     100      Property/Casualty Insurance
  | | | | |_Infinity Agency of Texas, Inc.                   Texas           07/15/92     100      Managing General Agency
   
  | | | | |_The Infinity Group, Inc.                         Indiana         07/22/92     100      Services Provider
  | | | | |_Infinity National Insurance Company              Indiana         08/05/92     100      Property/Casualty Insurance
    
  | | | | |_Infinity Select Insurance Company                Indiana         06/11/91     100      Property/Casualty Insurance
   

    
  | | | | |_Leader National Insurance Company                Ohio            03/20/63     100      Property/Casualty Insurance
  | | | | | |_Budget Insurance Premiums, Inc.                Ohio            02/14/64     100      Premium Finance Company
  | | | | | |_Leader National Agency, Inc.                   Ohio            04/05-63     100      Brokering Agent
  | | | | | |_Leader National Agency of Texas, Inc.          Texas           01/25/94     100      Managing General Agency
  | | | | | |_Leader National Insurance Agency               Arizona         12/05/73     100      Brokering Agent
  | | | | | | | _of Arizona
  | | | | | |_Leader Preferred Insurance Company             Ohio            11/07/94     100      Property/Casualty Insurance
  | | | | | |_Leader Specialty Insurance Company             Indiana         03/10/94     100      Property/Casualty Insurance

   
  | | | | | |_TALON Group, Inc.                              Ohio            12/12/97     100      Services Provider
    

  | | | |_PCC Technical Industries, Inc.                     California      03/07/55     100      Holding Company
  | | | | |_ESC, Inc.                                        California      11/02/62     100      Connector Accessories
  | | | | |_Marathon Manufacturing Companies, Inc.           Delaware        11/18/83     100      Holding Company
  | | | | | |_Marathon Manufacturing Company                 Delaware        12/07/79     100      Inactive
  | | | | |_PCC Maryland Realty Corp.                        Maryland        08/18/93     100      Real Estate Holding Company
  | | | | |_Penn Camarillo Realty Corp.                      California      11/24/92     100      Real Estate Holding Company
  | | | |_Penn Towers, Inc.                                  Pennsylvania    08/01/58     100      Inactive
  | | | |_Republic Indemnity Company of America              California      12/05/72     100      Workers' Compensation Insurance
  | | | | |_Republic Indemnity Company of California         California      10/13/82     100      Workers' Compensation Insurance
  | | | | |_Republic Indemnity Medical Management, Inc.      California      03/25/96     100      Medical Bill Review
  | | | | |_Timberglen Limited                               United Kingdom  10/28/92     100      Investments
  | | | |_Risico Management Corporation                      Delaware        01/10/89     100      Risk Management
  | | | |_Windsor Insurance Company                          Indiana         11/05/87     100(2)   Property/Casualty Insurance
  | | | | |_American Deposit Insurance Company               Oklahoma        12/28/66     100      Property/Casualty Insurance


                                      -8-

<PAGE>

  | | | | | |_Granite Finance Co., Inc.                      Texas           11/09/65     100      Premium Financing
  | | | | |_Coventry Insurance Company                       Ohio            09/05/89     100      Property/Casualty Insurance
  | | | | |_El Aguila Compania de Seguros, S.A. de C.V.      Mexico          11/24/94     100(2)   Property/Casualty Insurance
  | | | | |_Moore Group Inc.                                 Georgia         12/19/62     100      Insurance Holding Company/Agency
  | | | | | |_Casualty Underwriters, Inc.                    Georgia         10/01/54      51      Insurance Agency
  | | | | | |_Dudley L. Moore Insurance, Inc.                Louisiana       03/30/78  beneficial  Insurance Agency
                                                                                        interest   
  | | | | | |_Hallmark General Insurance Agency, Inc.        Oklahoma        06/16/72  beneficial  Insurance Agency
                                                                                        interest
   

    
  | | | | | |_Windsor Group, Inc.                            Georgia         05/23/91     100      Insurance Holding Company
  | | | | |_Regal Insurance Company                          Indiana         11/05/87     100      Property/Casualty Insurance
  | | | | |_Texas Windsor Group, Inc.                        Texas           06/23/88     100      Insurance Agency

   

    













                                      -9-

<PAGE>


   
                                                                                          % OF STOCK                       
AMERICAN FINANCIAL GROUP, INC.                                                            OWNED(1) BY                      
| |_AFC Holding Company                                                        DATE       IMMEDIATE      NATURE                   
| |_American Financial Corporation                           STATE OF        OF INCOR-     PARENT          OF            
| | |_American Premier Underwriters, Inc.                    DOMICILE        PORATION      COMPANY      BUSINESS  
|                                                            --------        --------      -------      --------  
    
|                                                           
|-
   
  | | |_Pennsylvania-Reading Seashore Lines                  New Jersey      06/14/01     66.67    Inactive
  | | |_Pittsburgh and Cross Creek Railroad Company          Pennsylvania    08/14/70      83      Inactive
    
  | | |_Terminal Realty Penn Co.                             District of     09/23/68     100      Inactive
  | | |_United Railroad Corp.                                Delaware        11/25/81     100      Inactive
  | | | |_Detroit Manufacturers Railroad Company             Michigan        01/30/02      82      Inactive
  | | |_Waynesburg Southern Railroad Company                 Pennsylvania    09/01/66     100      Inactive
   
  | |_Chiquita Brands International, Inc.                    New Jersey      03/30/99     40.41(2) Production/Processing/
  | | | | | |_(and subsidiaries)                                                                      Distribution of
                                                                                                      Food Products
    
  | |_Dixie Terminal Corporation                             Ohio            04/23/70     100      Commercial Leasing
  | |_Fairmont Holdings, Inc.                                Ohio            12/15/83     100      Holding Company
  | |_FWC Corporation                                        Ohio            03/16/83     100      Financial Services
  | |_Great American Holding Corporation                     Ohio            11/30/77     100      Holding Company
  | | |_Great American Insurance Company                     Ohio            3/7/1872     100      Property/Casualty Insurance

   

    
  | | | |_Agricultural Excess and Surplus                    Delaware        02/28/79     100      Excess & Surplus Lines Insurance
  | | | | | |_Insurance Company
  | | | |_Agricultural Insurance Company                     Ohio            03/23/05     100      Property/Casualty Insurance
  | | | |_American Alliance Insurance Company                Arizona         09/11/45     100      Property/Casualty Insurance
   
  | | | |_American Annuity Group, Inc.                       Delaware        05/15/87     81.13(2) Holding Company
    
  | | | | |_AAG Holding Company, Inc.                        Ohio            09/11/96     100      Holding Company
  | | | | | |_American Annuity Group Capital Trust I         Delaware        09/13/96     100      Financing Vehicle
  | | | | | |_American Annuity Group Capital Trust II        Delaware        03/11/97     100      Financing Vehicle
   
  | | | | | |_American Annuity Group Capital Trust III       Delaware        05/27/97     100      Financing Vehicle
    
  | | | | | |_Great American Life Insurance Company          Ohio            12/15/59     100      Life Insurance Company
  | | | | | | |_Annuity Investors Life Insurance Company     Ohio            11/31/81     100      Life Insurance Company
  | | | | | | |_Assured Security Life Insurance              South Dakota    05/12/78     100      Life Insurance Company
  | | | | | | || |_Company, Inc.
  | | | | | | |_CHATBAR, Inc.                                Massachusetts   11/02/93     100      Hotel Operator
  | | | | | | |_Driskill Holding, Inc.                       Texas           06/07/95   beneficial Hotel Management
                                                                                         interest  
   
  | | | | | | |_First Benefit Insurance Company              Arizona         01/03/95     100      Life Insurance Company
    
  | | | | | | |_GALIC Brothers, Inc.                         Ohio            11/12/93      80      Real Estate Management
   

    
  | | | | | | |_Great American Life Assurance Company        Ohio            08/10/67     100      Life Insurance Company
  | | | | | | |_Loyal American Life Insurance Company        Alabama         05/18/55     100      Life Insurance Company
  | | | | | | | |_ADL Financial Services, Inc.               North Carolina  09/10/70     100      Marketing Services
  | | | | | | | |_Purity Financial Corporation               Florida         12/21/91     100      Marketing Services




                                       -10-
<PAGE>

  | | | | | | |_Prairie National Life Insurance Company      South Dakota    02/11/76     100      Life Insurance Company
  | | | | | | | |_American Memorial Life Insurance Company   South Dakota    03/18/59     100      Life Insurance Company
  | | | | | | | | |_Great Western Life Insurance Company     Montana         05/01/80     100      Life Insurance Company
  | | | | | | | | |_Rushmore National Life Insurance Company South Dakota    04/16/37     100      Life Insurance Company
  | | | | |_AAG Insurance Agency, Inc.                       Kentucky        12/06/94     100      Life Insurance Agency
  | | | | | |_AAG Insurance Agency of Massachusetts, Inc.    Massachusetts   05/25/95     100      Insurance Agency
  | | | | |_AAG Securities, Inc.                             Ohio            12/10/93     100      Broker-Dealer
  | | | | |_American DataSource, Inc.                        Delaware        06/15/90     100      Pre-need Trust Services
  | | | | |_American Memorial Marketing Services, Inc.       Washington      06/19/80     100      Marketing Services






















                                      -11-
<PAGE>



   
AMERICAN FINANCIAL GROUP, INC.
| |_AFC Holding Company                                                                    % OF STOCK                       
| |_American Financial Corporation                                                         OWNED(1) BY                      
| | |_Great American Holding Corporation                                        DATE       IMMEDIATE     NATURE             
| | | |_Great American Insurance Company                      STATE OF        OF INCOR-     PARENT         OF               
| | | | |_American Annuity Group, Inc.                        DOMICILE        PORATION      COMPANY     BUSINESS  
                                                              --------        --------      -------     ---------  
    
|-                                                           
 | | | | |_CSW Management Services, Inc.                     Texas           06/27/85     100      Pre-need Trust Admin. Services
 | | | | |_GALIC Disbursing Company                          Ohio            05/31/94     100      Payroll Servicer
   
 | | | | |_General Accident Life Assurance Company           Puerto Rico     07/01/64      99      Life Insurance Company
 | | | | | |_of Puerto Rico, Inc.
    
 | | | | |_Keyes-Graham Insurance Agency, Inc.               Massachusetts   12/23/87     100      Insurance Agency
 | | | | |_International Funeral Associates, Inc.            Delaware        05/07/86     100      Coop. Buying Funeral Dirs.
 | | | | |_Laurentian Credit Services Corporation            Delaware        10/07/94     100      Inactive
 | | | | |_Laurentian Marketing Services, Inc.               Delaware        12/23/87     100      Marketing Services
 | | | | |_Laurentian Securities Corporation                 Delaware        01/30/90     100      Inactive
 | | | | |_Lifestyle Financial Investments, Inc.             Ohio            12/29/93     100      Marketing Services
 | | | | | |_Lifestyle Financial Investments Agency          Ohio            03/07/94  beneficial  Life Insurance Agency
 | | | | | | |_of Ohio, Inc.                                                            interest   
 | | | | | |_Lifestyle Financial Investments of              Indiana         02/24/94     100      Life Insurance Agency
 | | | | | | |_Indiana, Inc.
 | | | | | |_Lifestyle Financial Investments of              Kentucky        10/03/94     100      Insurance Agency
 | | | | | | |_Kentucky, Inc.  
 | | | | | |_Lifestyle Financial Investments of              Minnesota       06/10/85     100      Insurance Agency
 | | | | | | |_the Northwest, Inc.
 | | | | | |_Lifestyle Financial Investments of              North Carolina  07/13/94     100      Insurance Agency
 | | | | | | |_the Southeast, Inc.
 | | | | |_Loyal Marketing Services, Inc.                    Alabama         07/20/90     100      Marketing Services
   
 | | | | |_New Energy Corporation                            Indiana         01/08/97      49      Holding Company
    
 | | | | |_Purple Cross Insurance Agency, Inc.               Delaware        11/07/89     100      Insurance Agency
 | | | | |_Retirement Resource Group, Inc.                   Indiana         02/07/95     100      Insurance Agency
 | | | | | |_RRG of Alabama, Inc.                            Alabama         09/22/95     100      Life Insurance Agency
 | | | | | |_RRG of Ohio, Inc.                               Ohio            02/20/96  beneficial  Insurance Agency
                                                                                        interest
   
 | | | | | |_AAG Insurance Agency of Texas, Inc.             Texas           06/02/95     100      Life Insurance Agency
    
 | | | | |_SPELCO (UK) Ltd.                                  United Kingdom  00/00/00      99      Inactive
 | | | | |_SWTC, Inc.                                        Delaware        00/00/00     100      Inactive
 | | | | |_SWTC Hong Kong Ltd.                               Hong Kong       00/00/00     100      Inactive
 | | | | |_Technomil Ltd.                                    Delaware        00/00/00     100      Inactive
 | | | |_American Custom Insurance Services,                 Ohio            07/27/83     100      Management Holding Company
 | | | | |_Inc.
 | | | | |_American Custom Insurance Services                California      05/18/92     100      Insurance Agency & Brokerage
 | | | | | |_California, Inc.
 | | | | |_Eden Park Insurance Brokers, Inc.                 California      02/13/90     100      Wholesale Brokerage for Surplus 
                                                                                                      Lines
 | | | | |_Professional Risk Brokers, Inc.                   Illinois        03/01/90     100      Insurance Agency
 | | | | |_Professional Risk Brokers Insurance, Inc.         Massachusetts   04/19/94     100      Surplus Lines Brokerage
 | | | | |_Professional Risk Brokers of Connecticut, Inc.    Connecticut     07/09/92     100      Insurance Agency & Brokerage
 | | | | |_Professional Risk Brokers of Ohio, Inc.           Ohio            12/17/86     100      Insurance Agency and Brokerage


                                      -12-



<PAGE>
 | | | |_American Custom Insurance Services Illinois, Inc.   Illinois        07/08/92     100      Underwriting Office
 | | | |_American Dynasty Surplus Lines Insurance Company    Delaware        01/12/82     100      Excess & Surplus Lines Insurance
 | | | |_American Empire Surplus Lines Insurance Company     Delaware        07/15/77     100      Excess & Surplus Lines Insurance
   

    
 | | | | |_American Empire Insurance Company                 Ohio            11/26/79     100      Property/Casualty Insurance
 | | | | | |_American Signature Underwriters, Inc.           Ohio            04/08/96     100      Insurance Agency
 | | | | | |_Specialty Underwriters, Inc.                    Texas           05/19/76     100      Insurance Agency
 | | | | |_Fidelity Excess and Surplus Insurance Company     Ohio            06/30/87     100      Property/Casualty Insurance


















                                      -13-
<PAGE>


   
AMERICAN FINANCIAL GROUP, INC.                                                            % OF STOCK                       
| |_AFC Holding Company                                                                   OWNED(1) BY                      
| |_American Financial Corporation                                             DATE       IMMEDIATE     NATURE             
| | |_Great American Holding Corporation                     STATE OF        OF INCOR-     PARENT         OF                
| | | |_Great American Insurance Company                     DOMICILE        PORATION      COMPANY     BUSINESS   
|_                                                           --------        --------      -------     ---------   
    
   | | | |_American Financial Enterprises, Inc.              Connecticut     1871         100(2)   Closed End Investment Company
   | | | |_American Insurance Agency, Inc.                   Kentucky        07/27/67     100      Insurance Agency
   | | | |_American National Fire Insurance Company          New York        08/22/47     100      Property/Casualty Insurance
   | | | |_American Special Risk, Inc.                       Illinois        12/29/81     100      Insurance Broker/Managing General
                                                                                                    Agency
   | | | | |_American Special Risk I of Arizona, Inc.        Arizona         02/06/90     100      Inactive
   | | | |_American Spirit Insurance Company                 Indiana         04/05/88     100      Property/Casualty Insurance
   | | | |_Brothers Property Corporation                     Ohio            09/08/87      80      Real Estate Investment
   | | | | |_Brothers Barrington Corporation                 Oklahoma        03/18/94     100      Real Estate Holding Corporation
   | | | | |_Brothers Cincinnatian Corporation               Ohio            01/25/94     100      Hotel Manager
   | | | | |_Brothers Columbine Corporation                  Oklahoma        03/18/94     100      Real Estate Holding Corporation
   | | | | |_Brothers Landing Corporation                    Louisiana       02/24/94     100      Real Estate Holding Corporation
   | | | | |_Brothers Pennsylvanian Corporation              Pennsylvania    12/23/94     100      Real Estate Holding Corporation
   | | | | |_Brothers Port Richey Corporation                Florida         12/06/93     100      Apartment Manager
   | | | | |_Brothers Property Management Corporation        Ohio            09/25/87     100      Real Estate Management
   | | | | |_Brothers Railyard Corporation                   Texas           12/14/93     100      Apartment Manager
   
   | | | |_Consolidated Underwriters, Inc.                   Texas           10/14/80     100      Inactive
    
   | | | |_Contemporary American Insurance Company           Illinois        04/16/96     100      Property/Casualty Insurance
   | | | |_Crop Managers Insurance Agency, Inc.              Kansas          08/09/89     100      Insurance Agency
   | | | |_Dempsey & Siders Agency, Inc.                     Ohio            05/09/56     100      Insurance Agency
   | | | |_Eagle American Insurance Company                  Ohio            07/01/87     100      Property/Casualty Insurance
   | | | |_Eden Park Insurance Company                       Indiana         01/08/90     100      Special Risk Surplus Lines
   | | | |_FCIA Management Company, Inc.                     New York        09/17/91      79      Servicing Agent
   | | | |_The Gains Group, Inc.                             Ohio            01/26/82     100      Marketing of Advertising
   | | | |_Great American Lloyd's, Inc.                      Texas           08/02/83     100      Attorney-in-Fact - Texas Lloyd's 
                                                                                                      Company
   | | | |_Great American Lloyd's Insurance Company          Texas           10/09/79  beneficial  Lloyd's Plan Insurer
                                                                                       interest
   | | | |_Great American Management Services, Inc.          Ohio            12/05/74     100      Data Processing and Equipment 
                                                                                                      Leasing
   | | | | |_American Payroll Services, Inc.                 Ohio            02/20/87     100      Payroll Services
   | | | |_Great American Re Inc.                            Delaware        05/14/71     100      Reinsurance Intermediary
   | | | |_Great American Risk Management, Inc.              Ohio            04/21/80     100      Insurance Risk Management
   | | | |_Great Texas County Mutual Insurance Company       Texas           04/29/54  beneficial  Property/Casualty Insurance
                                                                                        interest 
   | | | |_Grizzly Golf Center, Inc.                         Ohio            11/08/93     100      Operate Golf Courses
   | | | |_Homestead Snacks Inc.                             California      03/02/79     100(2)   Meat Snack Distribution

                                      -14-

<PAGE>

   | | | | |_Giant Snacks, Inc.                              Delaware        07/06/89     100      Meat Snack Distribution
   

    
   | | | |_Key Largo Group, Inc.                             Florida         07/28/81     100      Land Developer & Resort Operator
   | | | | |_Key Largo Group Utility Company                 Florida         11/26/84     100      Water & Sewer Utility
   | | | |_Mid-Continent Casualty Company                    Oklahoma        02/26/47     100      Property/Casualty Insurance
   | | | | |_Mid-Continent Insurance Company                 Oklahoma        08/13/92     100      Property/Casualty Insurance
   | | | | |_Oklahoma Surety Company                         Oklahoma        08/05/68     100      Property/Casualty Insurance
   | | | |_National Interstate Corporation                   Ohio            01/26/89     52.15    Holding Company























                                      -15-
<PAGE>



   
AMERICAN FINANCIAL GROUP, INC.                                                            % OF STOCK                       
| |_AFC Holding Company                                                                   OWNED(1) BY                      
| |_American Financial Corporation                                             DATE       IMMEDIATE     NATURE       
| | |_Great American Holding Corporation                     STATE OF        OF INCOR-     PARENT        OF           
| | | |_Great American Insurance Company                     DOMICILE        PORATION      COMPANY     BUSINESS   
                                                             --------        --------      -------     --------   
    
|_                                                          
   | | | | |_American Highways Insurance Agency              California      05/05/94     100      Insurance Agency

   
   | | | | |_Explorer Insurance Agency, Inc.                 Ohio            07/17/97  beneficial  Insurance Agency
                                                                                        interest  
    

   | | | | |_National Interstate Insurance Agency            Texas           06/07/89  beneficial  Insurance Agency
                                                                                        interest
   | | | | | |_of Texas, Inc.
   | | | | |_National Interstate Insurance Agency, Inc.      Ohio            02/13/89     100      Insurance Agency
   | | | | |_National Interstate Insurance Company           Ohio            02/10/89     100      Property/Casualty Insurance
   | | | | |_Safety, Claims & Litigation Services, Inc.      Pennsylvania    06/23/95     100      Claims Third Party Administrator
   

    
   | | | |_OBGC Corporation                                  Florida         11/23/77      80      Real Estate Development
   | | | |_Pointe Apartments, Inc.                           Minnesota       06/24/93     100      Real Estate Holding Corporation
   
   | | | |_Seven Hills Insurance Agency, Inc.                Ohio            12/22/97     100      Insurance Agency
    
   | | | |_Seven Hills Insurance Company                     New York        06/30/32     100      Property/Casualty Reinsurance
   | | | |_Stonewall Insurance Company                       Alabama         02/1866      100      Property/Casualty Insurance
   | | | |_Stone Mountain Professional Liability             Georgia         08/07/95     100      Insurance Agency
   | | | | | |_Agency, Inc.
   | | | |_Tamarack American, Inc.                           Delaware        06/10/86     100      Management Holding Company
   | | | |_Transport Insurance Company                       Ohio            05/25/76     100      Property/Casualty Insurance
   | | | | |_American Commonwealth Development Company       Texas           07/23/63     100      Real Estate Development
   | | | | | |_ACDC Holdings Corporation                     Texas           05/04/81     100      Real Estate Development
   | | | | |_Instech Corporation                             Texas           09/02/75     100      Claim & Claim Adjustment Services
   | | | | |_TICO Insurance Company                          Ohio            06/03/80     100      Property/Casualty Insurance
   | | | | |_Transport Managing General Agency, Inc.         Texas           05/19/89     100      Managing General Agency
   | | | | |_Transport Insurance Agency, Inc.                Texas           08/21/89  beneficial  Insurance Agency
                                                                                        interest 
   | | | |_Transport Underwriters Association                California      05/11/45     100      Holding Company/Agency
   
   | | | |_Utility Insurance Services, Inc.                  Texas           04/06/95     100(2)   Texas Local Recording Agency
   | | | |_Utility Management Services, Inc.                 Texas           09/07/65     100      Texas Managing General Agency
    
  |_One East Fourth, Inc.                                    Ohio            02/03/64     100      Commercial Leasing
  |_PCC 38 Corp.                                             Illinois        12/23/96     100      Real Estate Holding Company
  |_Pioneer Carpet Mills, Inc.                               Ohio            04/29/76     100      Carpet Manufacturing
  |_TEJ Holdings, Inc.                                       Ohio            12/04/84     100      Real Estate Holdings
  |_Three East Fourth, Inc.                                  Ohio            08/10/66     100      Commercial Leasing


</TABLE>

(1) Except Director's Qualifying Shares.
(2) Total percentage owned by parent shown and by other affiliated company(ies).
(3) Convertible Preferred Stock.


                                      -16-
<PAGE>


ITEM 27.  NUMBER OF CONTRACT OWNERS

   
         As of March 31, 1998, there were 2,781 Contract Owners,  of which 2,657
were qualified and 124 were non-qualified.
    

ITEM 28.  INDEMNIFICATION
   
(a) The Code of  Regulations  of Annuity  Investors  Life  Insurance  Company(R)
provides in Article V as follows:
    
                  The  Corporations  shall, to the full extent  permitted by the
                  General  Corporation Law of Ohio,  indemnify any person who is
                  or was a director  or officer of the  Corporation  and whom it
                  may indemnify  pursuant  thereto.  The Corporation may, within
                  the sole  discretion of the Board of  Directors,  indemnify in
                  whole  or in part  any  other  persons  whom it may  indemnify
                  pursuant thereto.

         Insofar as  indemnification  for liability arising under the Securities
         Act of 1933 ("1933 Act") may be permitted  to  directors,  officers and
         controlling   persons  of  the  Depositor  pursuant  to  the  foregoing
         provisions,  or  otherwise,  the Depositor has been advised that in the
         opinion of the Securities and Exchange Commission such  indemnification
         is  against  public  policy  as  expressed  in the  1933  Act  and  is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such  liabilities  (other than the payment by the  Depositor of
         expenses  incurred  or paid by the  director,  officer  or  controlling
         person of the Registrant in the successful defense of any action,  suit
         or  proceeding)  is asserted by such  director,  officer or controlling
         person  in  connection  with  the  securities  being  registered,   the
         Depositor  will,  unless in the  opinion of its  counsel the matter has
         been settled by controlling precedent, submit to a court of appropriate
         jurisdiction the question whether such indemnification by it is against
         public  policy as expressed in the 1933 Act and will be governed by the
         final adjudication of such issue.
   
         (b) The  directors  and officers of Annuity  Investors  Life  Insurance
         Company  are  covered  under a  Directors  and  Officers  Reimbursement
         Policy.  Under the  Reimbursement  Policy,  directors  and officers are
         indemnified  for loss arising  from any covered  claim by reason of any
         Wrongful Act in their  capacities  as directors or officers,  except to
         the extent the  Company has  indemnified  them.  In  general,  the term
         "loss"  means any amount  which the  directors  or officers are legally
         obligated to pay for a claim for Wrongful  Acts.  In general,  the term
         "Wrongful Acts" means any breach of duty, neglect, error, misstatement,
         misleading  statement,  omission or act by a director or officer  while
         acting  individually  or collectively in their capacity as such claimed
         against them solely by reason of their being  directors  and  officers.
         The limit of liability  under the program is $20,000,000 for the policy
         year ending  September 1, 1999. The primary policy under the program is
         with National  Union Fire Insurance  Company of Pittsburgh,  PA. in the
         name of American Premier Underwriters, Inc.
    


                                      -17-
<PAGE>


ITEM 29.  PRINCIPAL UNDERWRITER

   
AAG  Securities,  Inc. is the  underwriter  and  distributor of the Contracts as
defined in the  Investment  Company  Act of 1940  ("1940  Act").  It is also the
underwriter and distributor of Annuity Investors(R) Variable Account B.

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

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

 NAME AND PRINCIPAL                     POSITION WITH
 BUSINESS ADDRESS                       AAG SECURITIES, INC.
 Thomas Kevin Liguzinski (1)            Chief Executive Officer and Director
 Charles Kent McManus (1)               Senior Vice President
 Mark Francis Muething (1)              Vice President, Secretary and
                                        Director
 William Jack Maney, II (1)             Director
 Jeffrey Scott Tate (1)                 Director
 James Lee Henderson (1)                President
 Andrew Conrad Bambeck, III (1)         Vice President
 William Claire Bair, Jr. (1)           Treasurer
 
   
 Thomas E. Mischell (1)                 Assistant Treasurer
 Fred J. Runk (1)                       Assistant Treasurer
    

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

 (c) Not applicable.

 ITEM 30.  LOCATION OF ACCOUNTS AND RECORDS

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

 ITEM 31.  MANAGEMENT SERVICES

 Not applicable.

 ITEM 32.  UNDERTAKINGS

 (a) Registrant undertakes that it will file a post-effective  amendment
 to this  registration  statement as  frequently  as necessary to ensure
 that the audited financial statements in the registration statement are


                                      -18-
<PAGE>

 never  more  than 16  months  old for so long  as  payments  under  the
 variable annuity contracts may be accepted.

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

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

   
 (d) The Company represents that the fees and charges deducted under the
 Contracts, in the aggregate, are reasonable in relation to the services
 rendered, the expenses expected to be incurred and the risks assumed by
 the Company.
    















                                      -19-
<PAGE>


                                   SIGNATURES


   
          As required by the  Securities  Act of 1933 and the Investment
 Company Act of 1940, the  Registrant  certifies that it has caused this
 Post-Effective  Amendment  No. 2 to its  Registration  Statement  to be
 signed on its  behalf  by the  undersigned  in the City of  Cincinnati,
 State of Ohio on the 6th day of April, 1998.

                                 ANNUITY INVESTORS VARIABLE ACCOUNT A
                                 (REGISTRANT)

                                          /s/ Robert Allen Adams
                                 By:__________________________________
                                          Robert Allen Adams
                                          Chairman of the Board, President
                                          and Director, Annuity Investors
                                          Life Insurance Company


                                 ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                 (DEPOSITOR)

                                          /s/ Robert Allen Adams
                                 By:__________________________________
                                          Robert Allen Adams
                                          Chairman of the Board, President
                                          and Director


          As required by the Securities Act of 1933, this Post-Effective
 Amendment  No.  2 has  been  signed  by the  following  persons  in the
 capacities and on the dates indicated.

 /s/ Robert Allen Adams             
 ___________________________                                   April 6, 1998
 Robert Allen Adams                 Principal Executive
                                    Officer, Director
 /s/ Robert Eugene Allen
 ___________________________                                   April 6, 1998
 Robert Eugene Allen                Principal Financial
                                    Officer
 /s/ Lynn E. Laswell
 ___________________________                                   April 6, 1998
 Lynn Edward Laswell                Principal Accounting
                                    Officer
    




                                      -20-
<PAGE>

   
 /s/ Stephen Craig Lindner
 ___________________________                                   April 6, 1998
 Stephen Craig Lindner              Director


 /s/ William J. Maney, II
 ___________________________                                   April 6, 1998
 William Jack Maney, II             Director


 /s/ James M. Mortensen
 ___________________________                                   April 6, 1998
 James Michael Mortensen            Director


 /s/ Mark F. Muething
 ___________________________                                   April 6, 1998
 Mark Francis Muething              Director


 /s/ Jeffrey Scott Tate
 ___________________________                                   April 6, 1998
 Jeffrey Scott Tate                 Director
    

                                                 -21-
<PAGE>

<TABLE>
<CAPTION>


                                  EXHIBIT INDEX
                                  -------------

           EXHIBIT NO.              DESCRIPTION OF EXHIBIT
           -----------              ----------------------
<S>        <C>                      <C>
           (1)                      Resolution of the Board of Directors of Annuity Investors Life
                                    Insurance Company authorizing establishment of Annuity Investors
                                    Variable Account A.1/
           (3)(a)                   Distribution Agreement between Annuity Investors Life Insurance
                                    Company and AAG Securities, Inc.1/
           (3)(b)                   Form of Selling Agreement between Annuity Investors Life Insurance
                                    Company, AAG Securities, Inc. and another Broker-Dealer.2/
           (4)(a)(i)                Form of Qualified Individual Flexible Premium Deferred Annuity
                                    Contract.2/
           (4)(a)(ii)               Form of Non-Qualified Individual Contract.2/
           (4)(b)(i)                Form of Loan Endorsement to Individual Contract.2/
           (4)(b)(ii)               Form of Tax Sheltered Annuity Endorsement to Individual Contract.2/
           (4)(b)(iii)              Form of Qualified Pension, Profit Sharing and Annuity Plan
                                    Endorsement to Qualified Individual Contract.2/
           (4)(b)(iv)               Form of Employer Plan Endorsement to Individual Contract.2/
           (4)(b)(v)                Form of Individual Retirement Annuity Endorsement to Individual
                                    Contract.2/
           (4)(b)(vi)               Form of Texas Optional Retirement Program Endorsement to Individual
                                    Contract.2/
   
           (4)(b)(vii)              Form of Long-Term Care Waiver Rider to Individual Contract.3/
           (4)(b)(viii)             Form of SIMPLE IRA Endorsement.3/
           (4)(b)(ix)               Revised form of IRA Endorsement to Qualified Individual Contract
                                    (filed herewith).
           (4)(b)(x)                Form of Roth IRA  Endorsement  to  Qualified
                                    Individual Contract (filed herewith).
           (4)(b)(xi)               Revised form of SIMPLE IRA Endorsement to Qualified Individual
                                    Contract (filed herewith).
           (4)(b)(xii)              Revised form of Tax Sheltered Annuity Endorsement to Qualified
                                    Individual Contract (filed herewith).
           (4)(b)(xiii)             Revised form of Qualified Pension, Profit Sharing and Annuity Plan
                                    Endorsement to Qualified Individual Contract (filed herewith).
           (4)(b)(xiv)              Revised form of Employer Plan Endorsement to Qualified Individual
                                    Contract (filed herewith).
           (4)(b)(xv)               Form of Governmental Section 457 Plan Endorsement to Qualified
                                    Individual Contract (filed herewith).
           (5)(a)                   Form of Application for Individual Flexible Premium Deferred
                                    Annuity Contract.3/
    

                                                 -22-



<PAGE>

           (6)(a)                   Articles of Incorporation of Annuity Investors Life Insurance
                                    Company.1/
   
           (6)(a)(i)                Amendment to Articles of Incorporation,  adopted April 9, 1996 and
                                    approved by Secretary of State of State of Ohio on July 11, 19963.
           (6)(a)(ii)               Amendment to Articles of Incorporation, adopted August 9, 1996 and
                                    approved by Secretary of State of State of Ohio on December 3,
                                    1996.3/
    
           (6)(b)                   Code of Regulations of Annuity Investors Life Insurance Company.1/
           (8)(a)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and Dreyfus Variable Investment Fund.1/
           (8)(b)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and Dreyfus Stock Index Fund.1/
           (8)(c)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and The Dreyfus Socially Responsible Fund.1/
           (8)(d)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and Janus Aspen Series.2/
           (8)(e)                   Amended and Restated Participation Agreement between Annuity
                                    Investors Life Insurance Company and Merrill Lynch Variable Series
                                    Funds, Inc.2/
           (8)(f)                   Agreement between Annuity Investors Life Insurance Company and
                                    Merrill Lynch Asset Management, L.P.2/
           (8)(g)                   Service Agreement between Annuity Investors Life Insurance Company
                                    and American Annuity Group, Inc.1/
           (8)(h)                   Agreement between AAG Securities, Inc. and AAG Insurance Agency,
                                    Inc.1/
           (8)(i)                   Investment Service Agreement between Annuity Investors Life
                                    Insurance Company and American Annuity Group, Inc.1/
   
           (8)(j)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and Morgan Stanley Universal Funds, Inc.3/
           (8)(k)                   Participation agreement between Annuity Investors Life Insurance
                                    Company and Strong Special Fund II, Inc.3/
           (8)(l)                   Participation Agreement between Annuity Investors Life Insurance
                                    Company and PBHG Insurance Series Fund, Inc.3/
           (8)(m)                   Amended and Restated Agreement between The Dreyfus Corporation and
                                    Annuity Investors Life Insurance Company.3/
           (8)(n)                   Service Agreement between Annuity Investors Life Insurance Company
                                    and Janus Capital Corporation.3/
    


                                                 -23-

<PAGE>

   
           (8)(o)                   Service Agreement between Annuity Investors Life Insurance Company
                                    and Strong Capital Management, Inc. (filed herewith).
           (8)(p)                   Service Agreement between Annuity Investors Life Insurance Company
                                    and Pilgrim Baxter & Associates, Ltd. (filed herewith)
           (8)(q)                   Service Agreement between Annuity Investors Life Insurance Company
                                    and Morgan Stanley Asset Management, Inc. (filed herewith).
    
           (9)                      Opinion and Consent of Counsel.1/
           (10)                     Consent of Independent Auditors (filed herewith).
           (11)                     No financial statements are omitted from Item 23.
           (12)                     Not applicable.
           (13)                     Schedule  for  Computation  of  Performance   Quotations3/.
           (14)                     Financial Data Schedule (filed herewith).
</TABLE>

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

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

         2/       Filed with Pre-Effective Amendment No. 1 on July 26, 1996.
   
         3/       Filed with Post-Effective Amendment No. 1 on April 29, 1997.
    











                                                 -24-




<TABLE> <S> <C>

<ARTICLE>   6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                             DEC-31-1997
<PERIOD-START>                                JAN-01-1997
<PERIOD-END>                                  DEC-31-1997
<INVESTMENTS-AT-COST>                          30,479,422
<INVESTMENTS-AT-VALUE>                         32,418,073
<RECEIVABLES>                                           0
<ASSETS-OTHER>                                          0
<OTHER-ITEMS-ASSETS>                                    0
<TOTAL-ASSETS>                                 32,418,073
<PAYABLE-FOR-SECURITIES>                                0
<SENIOR-LONG-TERM-DEBT>                                 0
<OTHER-ITEMS-LIABILITIES>                               0
<TOTAL-LIABILITIES>                                     0
<SENIOR-EQUITY>                                         0
<PAID-IN-CAPITAL-COMMON>                                0
<SHARES-COMMON-STOCK>                       2,912,267,411
<SHARES-COMMON-PRIOR>                         581,598,317
<ACCUMULATED-NII-CURRENT>                               0
<OVERDISTRIBUTION-NII>                                  0
<ACCUMULATED-NET-GAINS>                                 0
<OVERDISTRIBUTION-GAINS>                                0
<ACCUM-APPREC-OR-DEPREC>                                0
<NET-ASSETS>                                            0
<DIVIDEND-INCOME>                                 636,406
<INTEREST-INCOME>                                       0
<OTHER-INCOME>                                          0
<EXPENSES-NET>                                    203,128
<NET-INVESTMENT-INCOME>                           433,278
<REALIZED-GAINS-CURRENT>                           51,952
<APPREC-INCREASE-CURRENT>                       1,885,308
<NET-CHANGE-FROM-OPS>                           2,370,538
<EQUALIZATION>                                          0
<DISTRIBUTIONS-OF-INCOME>                               0
<DISTRIBUTIONS-OF-GAINS>                                0
<DISTRIBUTIONS-OTHER>                                   0
<NUMBER-OF-SHARES-SOLD>                     3,889,171,078
<NUMBER-OF-SHARES-REDEEMED>                 1,558,501,984
<SHARES-REINVESTED>                                     0
<NET-CHANGE-IN-ASSETS>                      2,330,669,094
<ACCUMULATED-NII-PRIOR>                                 0
<ACCUMULATED-GAINS-PRIOR>                               0
<OVERDISTRIB-NII-PRIOR>                                 0
<OVERDIST-NET-GAINS-PRIOR>                              0
<GROSS-ADVISORY-FEES>                                   0
<INTEREST-EXPENSE>                                      0
<GROSS-EXPENSE>                                         0
<AVERAGE-NET-ASSETS>                                    0
<PER-SHARE-NAV-BEGIN>                                   0
<PER-SHARE-NII>                                         0
<PER-SHARE-GAIN-APPREC>                                 0
<PER-SHARE-DIVIDEND>                                    0
<PER-SHARE-DISTRIBUTIONS>                               0
<RETURNS-OF-CAPITAL>                                    0
<PER-SHARE-NAV-END>                                     0
<EXPENSE-RATIO>                                         0
<AVG-DEBT-OUTSTANDING>                                  0
<AVG-DEBT-PER-SHARE>                                    0
        

</TABLE>

                                                                EXHIBIT 4(b)(ix)

                         ANNUITY INVESTORS[SERVICEMARK]
                             LIFE INSURANCE COMPANY

                          INDIVIDUAL RETIREMENT ANNUITY
                                   ENDORSEMENT

The  annuity  contract  is  changed  as set out  below to make it an  Individual
Retirement Annuity.


    APPLICABLE  TAX LAW  RESTRICTIONS.  This  annuity  contract  is  intended to
    receive contributions that qualify for deferred tax treatment under Internal
    Revenue Code ("IRC") Section 408(b). It is restricted as required by federal
    tax law. We may change the terms of this annuity contract or administer this
    annuity  contract  at any time as needed to comply  with that law.  Any such
    change may be applied retroactively.

    EXCLUSIVE   BENEFIT.   This  annuity   contract  is  established  for  the
    exclusive  benefit of you and your  beneficiaries.  Your  interest in this
    annuity contract is nonforfeitable.

    NON-PARTICIPATING.  This annuity contract does not pay dividends or share in
    our surplus.

    NO  ASSIGNMENT  OR  TRANSFER.  You cannot  assign,  sell,  or transfer  your
    interest in this annuity contract.  You cannot pledge it to secure a loan or
    the  performance  of an  obligation,  or for any  other  purpose.  The  only
    exceptions to these rules are:

      1)   an interest in this annuity  contract may be  transferred to a spouse
           or former spouse under a divorce or separation  instrument  described
           in IRC Section 71(b)(2)(A); and

      2)   you may designate  another person to receive  payments with you based
           on joint lives or joint life  expectancies,  but any such designation
           shall not give that other person any present rights under the annuity
           contract during your lifetime.

    CONTRIBUTIONS.  This  annuity  contract  does not  require  fixed  premiums,
    purchase payments, or other contributions,  but we may decline to accept any
    contribution  of less than $50. This annuity  contract will not lapse if you
    do not make  contributions.  This annuity  contract  will remain  subject to
    cancellation  under any  involuntary  surrender or termination  provision of
    this annuity contract;  provided,  however,  that in no event shall any such
    cancellation  occur unless, at a minimum,  contributions  have not been made
    for at  least  two  full  years  and  the  value  of this  annuity  contract
    (increased by any guaranteed interest) would provide a benefit at age 70-1/2
    of less than $20 a month under the regular settlement option.



<PAGE>


    All  contributions  to us must be made in cash BY CHECK OR MONEY  ORDER MADE
    PAYABLE TO US. Total  contributions  made to this policy with respect to any
    one tax year may not exceed $2,000, excluding any payment which is:

      1)   allowed as a rollover under IRC Section 402(c), 403(a)(4), 403(b)(8),
           or 408(d)(3); or

      2)   made through a Simplified  Employee  Pension  (SEP) program under IRC
           Section 408(k).

    This  annuity  contract  will not accept  contributions  made by an employer
    through a SIMPLE plan under IRC Section 408(p).  This annuity  contract will
    not accept a transfer or rollover of any funds attributable to contributions
    made by an employer  through a SIMPLE plan until at least  2-years after the
    date you first participated in that employer's SIMPLE plan.

    ANNUAL  REPORT.  Following the end of each calendar year, we will send you a
    report  concerning  the status of your  annuity  contract.  This report will
    include (i) the amount of all regular contributions received during or after
    the calendar year which relate to such calendar year, (ii) the amount of all
    rollover  contributions  received  during  such  calendar  year,  (iii)  the
    contract  value(s)  determined as of the end of such calendar year, and (iv)
    such other information as may be required under federal tax law.

    REQUIRED MINIMUM  DISTRIBUTIONS DURING LIFE. The Required Beginning Date for
    distributions  under this annuity contract is April 1 following the calendar
    year in which you reach age  70-1/2.  No later than the  Required  Beginning
    Date:

      1)   your entire  interest in this annuity  contract must be paid in full;
           or

      2)   distributions  from this annuity  contract  must begin in the form of
           periodic  payments  made at least  annually  (i) for your  life or as
           joint and survivor payments to you and one other individual,  or (ii)
           over a period certain not to exceed your life expectancy or the joint
           and  last  survivor  expectancy  of  you  and  one  other  individual
           designated to receive any remaining  payments after your death,  with
           payments  which do not  increase or increase  only as provided in Q&A
           F-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations.

    All  distributions  made  hereunder  shall  be made in  accordance  with the
    requirements  of IRC  Section  401(a)(9),  including  the  incidental  death
    benefit  requirements  of IRC  Section  401(a)(9)(G),  and  the  regulations
    thereunder,   including   the  minimum   distribution   incidental   benefit
    requirements   of  Section   1.401(a)(9)-2   of  the  Proposed   Income  Tax
    Regulations.

    Life expectancies are computed using the expected return multiples in Tables
    V and  VI of  Section  1.72-9  of  the  Income  Tax  Regulations.  The  life
    expectancies  of you and your spouse shall be  recalculated  annually unless
    periodic  payments  for  a  fixed  period  begin  irrevocably   (subject  to
    acceleration)  by the Required  Beginning  Date. The life  expectancy of any
    other individual may not be  recalculated.  Any life expectancy which is not
    being  recalculated  shall  be  determined  using  the  attained  age of the
    individual  in the  calendar  year in which you  reach age  70-1/2 or in any
    earlier  year  in  which  payments  begin   irrevocably,   and  any  payment
    calculations  for  subsequent  years shall be based on such life  expectancy
    reduced by one for each  calendar  year which has elapsed since the calendar
    year such life expectancy was first determined.






                                      -2-
<PAGE>



   
    REQUIRED  MINIMUM  DISTRIBUTIONS  AFTER DEATH. If you die after the Required
    Beginning   Date  or  after   payments   begin   irrevocably   (subject   to
    acceleration),  the  remaining  portion  of your  interest  in this  annuity
    contract  must continue to be  distributed  at least as rapidly as under the
    method of distribution being used prior to your death.

    If you die before the  Required  Beginning  Date and before  payments  begin
    irrevocably,  your entire  interest in this  annuity  contract  must be paid
    either:

      1)   in full by December 31 of the fifth  calendar  year after your death;
           or

      2)   over the  life or over a period  certain  not  greater  than the life
           expectancy of the individual  designated  under this annuity contract
           to receive  payments  after your death  with  payments  beginning  by
           December 31 of the first calendar year after your death.

    However,  if your surviving  spouse is the individual  designated to receive
    your  entire  interest  in this  annuity  contract,  the  starting  date for
    payments  under  clause  (2) above may be  delayed  to a date not later than
    December 31 of the calendar year in which you would have reached age 70-1/2.
    Alternatively,  this  annuity  contract  will be  treated as the IRA of such
    spouse  if he or she  becomes  Successor  Owner  of this  contract,  makes a
    rollover from this  contract,  or fails to receive  distributions  from this
    contract otherwise required by this provision.  No contributions or rollover
    to this  annuity  contract  may be made after your death  unless your spouse
    becomes  Successor  Owner In any case,  if a  surviving  spouse  dies before
    payments begin under this  provision,  then this provision  shall apply upon
    the death of your  spouse as if your  spouse  was the owner of this  annuity
    contract.

    Life expectancy is computed using the expected return  multiples in Tables V
    and VI of Section 1.72-9 of the Income Tax  Regulations.  For  distributions
    beginning  after your death,  the life  expectancy of your surviving  spouse
    shall be recalculated  annually unless periodic  payments for a fixed period
    begin  irrevocably  (subject  to  acceleration)  by the  date  payments  are
    required to begin.  The life  expectancy of any other  individual may not be
    recalculated.  Any life expectancy which is not being  recalculated shall be
    determined using the attained age of such individual in the calendar year in
    which  payments  are  required  to  begin  or in any  earlier  year in which
    payments  begin  irrevocably,  and any payment  calculations  for subsequent
    years  shall  be  based  on such  life  expectancy  reduced  by one for each
    calendar year which has elapsed since the calendar year life  expectancy was
    first determined.


This is part of your annuity contract. It is not a separate contract. It changes
the annuity contract only as and to the extent stated.  In all cases of conflict
with the other terms of the annuity contract, the provisions of this Endorsement
shall control.

      Signed for us at our office as of the date of issue.



      /s/ Betty Kaspowicz                             /s/ James M. Mortensen

      ASSISTANT SECRETARY                             EXECUTIVE VICE PRESIDENT










                                      -3-

                                                            EXHIBIT (4)(b)(x)

                                      ROTH
                          INDIVIDUAL RETIREMENT ANNUITY
                                   ENDORSEMENT

The annuity  contract  is changed as set out below to make it a Roth  Individual
Retirement Annuity.


   APPLICABLE TAX LAW RESTRICTIONS. This annuity contract is intended to receive
   contributions  that qualify for special tax treatment under Internal  Revenue
   Code ("IRC")  Section  408A. It is restricted as required by federal tax law.
   We may change the terms of this annuity  contract or administer  this annuity
   contract at any time as needed to comply  with that law.  Any such change may
   be applied retroactively.

   EXCLUSIVE  BENEFIT.  This annuity contract is established for the exclusive
   benefit  of you and  your  beneficiaries.  Your  interest  in this  annuity
   contract is nonforfeitable.

   NON-PARTICIPATING.  This annuity  contract does not pay dividends or share in
   our surplus.

   NO ASSIGNMENT OR TRANSFER. You cannot assign, sell, or transfer your interest
   in this  annuity  contract.  You  cannot  pledge  it to  secure a loan or the
   performance of an obligation,  or for any other purpose.  The only exceptions
   to these rules are:

      1) an interest in this annuity  contract may be transferred to a spouse or
         former spouse under a divorce or separation instrument described in IRC
         Section 71(b)(2)(A); and

      2) you may designate  another person to receive payments with you based on
         joint lives or joint life expectancies,  but any such designation shall
         not give that  other  person  any  present  rights  under  the  annuity
         contract during your lifetime.

   CONTRIBUTIONS.  This  annuity  contract  does  not  require  fixed  premiums,
   purchase payments,  or other contributions,  but we may decline to accept any
   contribution of less than $50. This annuity contract will not lapse if you do
   not  make  contributions.  This  annuity  contract  will  remain  subject  to
   cancellation under any involuntary surrender or termination provision of this
   annuity  contract;  provided,  however,  that  in no  event  shall  any  such
   cancellation occur unless, at a minimum, contributions have not been made for
   at least two full years and the value of this annuity contract  (increased by
   any guaranteed  interest) would provide a benefit at its stated maturity date
   of less than $20 a month under the regular settlement option.

   All  contributions  to us must be made in cash BY CHECK OR MONEY  ORDER  MADE
   PAYABLE TO US.

   Total contributions made to this annuity contract with respect to any one tax
   year may not  exceed  $2,000,  excluding  any  payment  which is a  qualified
   rollover contribution under IRC Section 408A(e).

   This  annuity  contract  will not accept  contributions  made by an  employer
   through Simplified Employee Pension (SEP) program under IRC Section 408(k) or
   a SIMPLE plan under IRC Section  408(p).  No rollover  contributions  will be
   accepted other than a qualified rollover contribution from an IRA or Roth IRA
   under IRC Section  408A(e).  This annuity contract will not accept a transfer
   or rollover of any funds  attributable to  contributions  made by an employer
   through a SEP  program or SIMPLE  plan  except to the extent  provided by the
   Secretary of the Treasury.


<PAGE>





   ANNUAL  REPORT.  Following the end of each calendar  year, we will send you a
   report  concerning  the status of your  annuity  contract.  This  report will
   include (i) the amount of all regular contributions  received during or after
   the calendar year which relate to such calendar year,  (ii) the amount of all
   rollover contributions received during such calendar year, (iii) the contract
   value(s)  determined as of the end of such calendar year, and (iv) such other
   information as may be required under federal tax law.

   REQUIRED   MINIMUM   DISTRIBUTIONS   DURING  LIFE.   During  your   lifetime,
   distributions  from your annuity  contract need not meet the  requirements of
   IRC Section  401(a)(9) or the incidental  death benefit  requirements  of IRC
   Section 401(a)(9)(G).

   REQUIRED MINIMUM  DISTRIBUTIONS  AFTER DEATH.  Your entire interest in this
   annuity contract must be paid either:

      1)  in full by December 31 of the fifth  calendar year after your death;
         or

      2) over  the  life or over a  period  certain  not  greater  than the life
         expectancy of the individual  designated under this annuity contract to
         receive  payments after your death with payments  beginning by December
         31 of the first calendar year after your death.

   However,  if your surviving  spouse is the  individual  designated to receive
   your entire interest in this annuity contract,  this annuity contract will be
   treated as the Roth IRA of such spouse if he or she becomes  Successor  Owner
   of this contract,  makes a rollover from this  contract,  or fails to receive
   distributions  from this contract  otherwise  required by this provision.  No
   contributions  or rollover to this  annuity  contract  may be made after your
   death unless your spouse becomes Successor Owner. In any case, if a surviving
   spouse dies before payments begin under this  provision,  then this provision
   shall  apply upon the death of your spouse as if your spouse was the owner of
   this annuity contract.

   Life expectancy is computed using the expected  return  multiples in Tables V
   and VI of Section 1.72-9 of the Income Tax  Regulations.  The life expectancy
   of your  surviving  spouse shall be  recalculated  annually  unless  periodic
   payments for a fixed period begin  irrevocably  (subject to  acceleration) by
   the date  payments are required to begin.  The life  expectancy  of any other
   individual may not be  recalculated.  Any life expectancy  which is not being
   recalculated shall be determined using the attained age of such individual in
   the calendar  year in which  payments are required to begin or in any earlier
   year in which payments begin  irrevocably,  and any payment  calculations for
   subsequent  years shall be based on such life  expectancy  reduced by one for
   each calendar year which has elapsed since the calendar year life  expectancy
   was first determined.


This is part of your annuity contract. It is not a separate contract. It changes
the annuity contract only as and to the extent stated.  In all cases of conflict
with the other terms of the annuity contract, the provisions of this Endorsement
shall control.  This Endorsement shall supersede any other Individual Retirement
Annuity endorsement(s) which may have previously been a part of the contract.


Signed for us at our office as of the date of issue.


                  /s/ Betty Kaspowicz             /s/ James M. Mortensen

                  ASSISTANT SECRETARY             EXECUTIVE VICE PRESIDENT





                                      -2-

                                                              EXHIBIT (4)(b)(xi)

                  SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES
                          INDIVIDUAL RETIREMENT ANNUITY
                                   ENDORSEMENT


The annuity contract is changed as set out below to make it a SIMPLE  Individual
Retirement Annuity.

APPLICABLE TAX LAW  RESTRICTIONS.  This annuity  contract is intended to receive
contributions  under a  Savings  Incentive  Match  Plan for  Employees  of Small
Employers ("SIMPLE IRA plan") that qualifies under Internal Revenue Code ("IRC")
Section  408(p).  It is restricted as required by federal tax law. We may change
the terms of this annuity  contract or administer  this annuity  contract at any
time as  needed  to  comply  with  that  law.  Any such  change  may be  applied
retroactively.

EXCLUSIVE  BENEFIT.  This annuity  contract is  established  for the exclusive
benefit  of  you  and  your  beneficiaries.  Your  interest  in  this  annuity
contract is nonforfeitable.

NON-PARTICIPATING.  This annuity contract does not pay dividends or share in our
surplus.

NO ASSIGNMENT OR TRANSFER. You cannot assign, sell, or transfer your interest in
this annuity contract.  You cannot pledge it to secure a loan or the performance
of an obligation,  or for any other purpose.  The only exceptions to these rules
are:

      1)   an interest in this annuity  contract may be  transferred to a spouse
           or former spouse under a divorce or separation  instrument  described
           in IRC Section 71(b)(2)(A); and

      2)   you may designate  another person to receive  payments with you based
           on joint lives or joint life  expectancies,  but any such designation
           shall not give that other person any present rights under the annuity
           contract during your lifetime.

CONTRIBUTIONS.  This annuity contract does not require fixed premiums,  purchase
payments, or other contributions,  but we may decline to accept any contribution
of less  than  $50.  This  annuity  contract  will not  lapse if you do not make
contributions.  This annuity contract will remain subject to cancellation  under
any  involuntary  surrender or termination  provision of this annuity  contract;
provided, however, that in no event shall any such cancellation occur unless, at
a minimum,  contributions have not been made for at least two full years and the
value of this annuity  contract  (increased by any  guaranteed  interest)  would
provide a benefit  at age  70-1/2  of less  than $20 a month  under the  regular
settlement option.

All  contributions  to us must be made in cash BY  CHECK  OR  MONEY  ORDER  MADE
PAYABLE TO US.

This annuity contract will only accept contributions made by an employer under a
SIMPLE IRA plan that meets the requirements of IRC Section 408(p),  and rollover
contributions  or  transfers  from  another  SIMPLE  IRA owned by you.  No other
contributions to this annuity contract will be accepted.


<PAGE>



ANNUAL  REPORT.  Following  the end of each  calendar  year,  we will send you a
report concerning the status of your annuity contract.  This report will include
(i) the  amount  of all  regular  contributions  received  during  or after  the
calendar  year  which  relate  to such  calendar  year,  (ii) the  amount of all
rollover  contributions  received during such calendar year,  (iii) the contract
value(s)  determined  as of the end of such calendar  year,  and (iv) such other
information as may be required under federal tax law.

If  contributions  to this annuity  contract are paid  directly by your employer
under a SIMPLE  IRA  plan,  we will  provide  your  employer  with  the  summary
description required by IRC Section 408(l)(2)(B).

DESIGNATED FINANCIAL INSTITUTION. If we are the designated financial institution
for your employer's SIMPLE IRA plan, as defined in IRC Section  408(p)(7),  then
you may direct that  contributions paid on your behalf be transferred to another
qualified  SIMPLE IRA without  cost or penalty,  provided  that you elect such a
transfer  either  before  the  beginning  of the  calendar  year to  which  such
contribution  relates or within the 60-day  election  period which  includes the
date you first become eligible to participate in the SIMPLE IRA plan.

LIMITS ON ROLLOVERS AND TRANSFERS;  ADDITIONAL TAXES. During the first two years
that you  participate in the SIMPLE IRA plan of your  employer,  any rollover or
transfer otherwise permitted under this annuity contract must be made to another
SIMPLE IRA owned by you.  In some  cases,  any  distribution  to you during this
two-year period may be subject to a twenty-five  percent  additional penalty tax
if you do not roll over the amount  distributed into a SIMPLE IRA. After the end
of this two-year period, a rollover or transfer  otherwise  permitted under this
annuity contract may be made to any IRA owned by you that is qualified under IRC
Section 408(a), (b), or (p).

REQUIRED  MINIMUM  DISTRIBUTIONS  DURING LIFE.  The Required  Beginning Date for
distributions under this annuity contract is April 1 following the calendar year
in which you reach age 70-1/2. No later than the Required Beginning Date:

      1)   your entire  interest in this annuity  contract must be paid in full;
           or

      2)   distributions  from this annuity  contract  must begin in the form of
           periodic  payments  made at least  annually  (i) for your  life or as
           joint and survivor payments to you and one other individual,  or (ii)
           over a period certain not to exceed your life expectancy or the joint
           and  last  survivor  expectancy  of  you  and  one  other  individual
           designated to receive any remaining  payments after your death,  with
           payments  which do not  increase or increase  only as provided in Q&A
           F-3 of Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations.

All  distributions   made  hereunder  shall  be  made  in  accordance  with  the
requirements of IRC Section  401(a)(9),  including the incidental  death benefit
requirements  of IRC  Section  401(a)(9)(G),  and  the  regulations  thereunder,
including the minimum  distribution  incidental benefit  requirements of Section
1.401(a)(9)-2 of the Proposed Income Tax Regulations.

Life  expectancies  are computed using the expected return multiples in Tables V
and VI of Section 1.72-9 of the Income Tax Regulations. The life expectancies of
you and your spouse shall be recalculated  annually unless periodic payments for
a fixed  period  begin  irrevocably  (subject to  acceleration)  by the Required
Beginning  Date.  The  life  expectancy  of  any  other  individual  may  not be
recalculated.  Any life  expectancy  which is not  being  recalculated  shall be
determined  using the attained  age of the  individual  in the calendar  year in
which you  reach  age  70-1/2 or in any  earlier  year in which  payments  begin
irrevocably, and any payment calculations for subsequent years shall be based on
such life  expectancy  reduced by one for each  calendar  year which has elapsed
since the calendar year such life expectancy was first determined.



                                      -2-
<PAGE>



REQUIRED  MINIMUM  DISTRIBUTIONS  AFTER  DEATH.  If you die after  the  Required
Beginning Date or after payments begin  irrevocably  (subject to  acceleration),
the remaining portion of your interest in this annuity contract must continue to
be  distributed  at least as rapidly as under the method of  distribution  being
used prior to your death.

If you die  before  the  Required  Beginning  Date  and  before  payments  begin
irrevocably, your entire interest in this annuity contract must be paid either:

      1)   in full by December 31 of the fifth  calendar  year after your death;
           or

      2)   over the  life or over a period  certain  not  greater  than the life
           expectancy of the individual  designated  under this annuity contract
           to receive  payments  after your death  with  payments  beginning  by
           December 31 of the first calendar year after your death.

However,  if your surviving spouse is the individual  designated to receive your
entire interest in this annuity  contract,  the starting date for payments under
clause  (2) above may be delayed  to a date not later  than  December  31 of the
calendar  year in which you would have reached age 70-1/2.  Alternatively,  this
annuity  contract will be treated as the IRA of such spouse if he or she becomes
Successor Owner of this contract,  makes a rollover from this contract, or fails
to  receive   distributions  from  this  contract  otherwise  required  by  this
provision.  No  contributions  or rollover to this annuity  contract may be made
after your death unless your spouse  becomes  Successor  Owner In any case, if a
surviving  spouse dies before  payments  begin under this  provision,  then this
provision  shall  apply upon the death of your  spouse as if your spouse was the
owner of this annuity contract.

Life expectancy is computed using the expected return  multiples in Tables V and
VI of Section 1.72-9 of the Income Tax Regulations.  For distributions beginning
after  your  death,  the  life  expectancy  of your  surviving  spouse  shall be
recalculated  annually  unless  periodic  payments  for  a  fixed  period  begin
irrevocably  (subject to  acceleration)  by the date  payments  are  required to
begin. The life expectancy of any other individual may not be recalculated.  Any
life expectancy  which is not being  recalculated  shall be determined using the
attained  age of such  individual  in the  calendar  year in which  payments are
required to begin or in any earlier year in which  payments  begin  irrevocably,
and any payment  calculations  for subsequent  years shall be based on such life
expectancy  reduced by one for each  calendar  year which has elapsed  since the
calendar year life expectancy was first determined.

This is part of your annuity contract. It is not a separate contract. It changes
the annuity contract only as and to the extent stated.  In all cases of conflict
with the other terms of the annuity contract, the provisions of this Endorsement
shall control.


      Signed for us at our office as of the date of issue.



            /s/ Betty Kasprowicz                  /s/ James M. Mortensen

            ASSISTANT SECRETARY                   EXECUTIVE VICE PRESIDENT








                                      -3-

                                                             EXHIBIT (4)(b)(xii)

                         ANNUITY INVESTORS[SERVICEMARK]
                             LIFE INSURANCE COMPANY


                        TAX SHELTERED ANNUITY ENDORSEMENT

The Certificate of Participation under the annuity contract (your "Certificate")
is changed as set out below to add provisions for a Tax Sheltered Annuity.

   APPLICABLE TAX LAW RESTRICTIONS.  The annuity contract is intended to receive
   contributions  that qualify for deferred tax treatment under Internal Revenue
   Code ("IRC") Section 403(b). It is restricted as required by federal tax law.
   We may change the terms of the  annuity  contract  and your  Certificate,  or
   administer  the  annuity  contract  and your  interest  in it, at any time as
   needed to comply with that law. Any such change may be applied retroactively.

   NO ASSIGNMENT OR TRANSFER. You cannot assign, sell, or transfer your interest
   in the  annuity  contract.  You  cannot  pledge  it to  secure  a loan or the
   performance of an obligation,  or for any other purpose.  The only exceptions
   to these rules are:

      1)   you may use your  interest in the  annuity  contract to secure a loan
           made under any loan provisions of the annuity contract;

      2)   all  or  part  of  your  interest  in  the  annuity  contract  may be
           transferred under a Qualified  Domestic Relations Order as defined in
           IRC Section 414(p); and

      3)   you may designate  another person to receive  payments with you based
           on joint lives or joint life  expectancies,  but any such designation
           shall not give that other person any present rights under the annuity
           contract during your lifetime.

   LIMITS ON  CONTRIBUTIONS.  We may  refuse to accept any  contribution  to the
   annuity  contract that does not qualify for deferred tax treatment  under IRC
   Section  403(b) and Section  415.  Contributions  made for you to the annuity
   contract and any other plan, contract,  or arrangement under salary reduction
   agreement(s)  with your  employer(s)  cannot exceed the limits of IRC Section
   402(g).

   DISTRIBUTION  RESTRICTIONS ON SALARY  REDUCTION  CONTRIBUTIONS  AND CUSTODIAL
   ACCOUNTS TRANSFERS. To comply with federal tax law, distribution restrictions
   apply to amounts under the annuity contract that represent:

      1)   contributions made after December 31, 1988 under any salary reduction
           agreement with an employer;

      2)   income   earned  after   December   31,  1988  on  salary   reduction
           contributions whenever made; or

      3)   transfers from a custodial account described in IRC Section 403(b)(7)
           and all income attributable to the amount transferred.

   Any such amount  cannot be  distributed  with respect to your interest in the
   annuity contract unless you have:

      1)   reached age 59-1/2; or

      2)   separated from service with your employer; or

      3)   become disabled (as defined in IRC Section 72(m)(7)); or

      4)   in the  case of  salary  reduction  contributions  (including  salary
           reduction contributions to a custodial account),  incurred a hardship
           as defined under the IRC.



<PAGE>




   A withdrawal  made by reason of a hardship  cannot  include any income earned
   after December 31, 1988 attributable to salary reduction contributions.

   IRC Section  72(m)(7)  states that: "An individual  shall be considered to be
   disabled  if he is unable to engage in any  substantial  gainful  activity by
   reason of any medically  determinable physical or mental impairment which can
   be  expected  to result in death or to be of  long-continued  and  indefinite
   duration.  An individual  shall not be  considered  to be disabled  unless he
   furnishes  proof of the  existence  thereof  in such  form and  manner as the
   Secretary [of the Treasury] may require."

   DIRECT ROLLOVERS. To the extent required under IRC Section 401(a)(31), you or
   your surviving  spouse may elect to have any portion of an eligible  rollover
   distribution  (as  defined in IRC  Section  403(b)(8))  paid  directly  to an
   Individual Retirement Annuity or Individual Retirement Account (as defined in
   IRC Section 408) or, if allowed, to another Tax Sheltered Annuity (as defined
   in IRC Section 403(b)),  specified by your or your surviving spouse and which
   accepts such  distribution.  Any direct rollover election must be made on our
   form, and must be received at our office before the date of payment.

   REQUIRED MINIMUM  DISTRIBUTIONS  DURING LIFE. The Required Beginning Date for
   distributions  with respect to your interest in the annuity contract is April
   1 following  the later of the calendar  year in which you reach age 70-1/2 or
   the calendar year in which you retire.  No later than the Required  Beginning
   Date:

      1)   your interest in the annuity contract must be paid in full; or

      2)   distributions  of your interest in the annuity contract must begin in
           the form of periodic  payments  made at least  annually  (i) for your
           life  or as  joint  and  survivor  payments  to  you  and  one  other
           individual, or (ii) over a period certain not to exceed the your life
           expectancy or the joint and last survivor life  expectancy of you and
           one other  individual  named to receive any remaining  payments after
           your death,  with payments  which do not increase or increase only as
           provided in Q&A F-3 of Section  1.401(a)(9)-1  of the Proposed Income
           Tax Regulations.

   All  distributions  made  hereunder  shall  be made in  accordance  with  the
   requirements of IRC Section 401(a)(9), including the incidental death benefit
   requirements of IRC Section  401(a)(9)(G),  and the  regulations  thereunder,
   including the minimum distribution incidental benefit requirements of Section
   1.401(a)(9)-2 of the Proposed Income Tax Regulations.

   Life  expectancies are computed using the expected return multiples in Tables
   V and  VI  of  Section  1.72-9  of  the  Income  Tax  Regulations.  The  life
   expectancies  of you and your spouse shall be  recalculated  annually  unless
   periodic  payments  for  a  fixed  period  begin   irrevocably   (subject  to
   acceleration)  by the Required  Beginning  Date.  The life  expectancy of any
   other  individual may not be  recalculated.  Any life expectancy which is not
   being  recalculated  shall  be  determined  using  the  attained  age  of the
   individual  in the  calendar  year in which you  reach  age  70-1/2 or in any
   earlier  year  in  which   payments  begin   irrevocably,   and  any  payment
   calculations  for  subsequent  years  shall be based on such life  expectancy
   reduced by one for each  calendar  year which has elapsed  since the calendar
   year such life expectancy was first determined.

   REQUIRED  MINIMUM  DISTRIBUTIONS  AFTER DEATH.  If you die after the Required
   Beginning Date or after payments begin irrevocably (subject to acceleration),
   the remaining  portion of your interest in the annuity contract must continue
   to be  distributed  at least as rapidly  as under the method of  distribution
   being used prior to your death.


                                      -2-

<PAGE>


   If you die before the  Required  Beginning  Date and  before  payments  begin
   irrevocably,  your  entire  interest  in the  annuity  contract  must be paid
   either:

      1)   in full by December 31 of the fifth  calendar  year after your death;
           or

      2)   over the  life or over a period  certain  not  greater  than the life
           expectancy of the individual designated under the annuity contract to
           receive payments after your death with payments beginning by December
           31 of the first calendar year after your death.

   However,  if your surviving  spouse is the  individual  designated to receive
   your entire  interest in the annuity  contract,  then the  starting  date for
   payments  under  clause 2) above  may be  delayed  to a date not  later  than
   December 31 of the calendar  year in which you would have reached age 70-1/2.
   If your surviving  spouse dies before  payments  begin under this  provision,
   then this  provision  shall  apply  upon the death of your  spouse as if your
   spouse were the owner of your interest in the annuity contract.

   Life expectancy is computed using the expected  return  multiples in Tables V
   and VI of Section  1.72-9 of the Income Tax  Regulations.  For  distributions
   beginning  after your death,  the life  expectancy of your  surviving  spouse
   shall be recalculated  annually  unless periodic  payments for a fixed period
   begin irrevocably (subject to acceleration) by the date payments are required
   to  begin.   The  life  expectancy  of  any  other   individual  may  not  be
   recalculated.  Any life expectancy which is not being  recalculated  shall be
   determined  using the attained age of such individual in the calendar year in
   which payments are required to begin or in any earlier year in which payments
   begin irrevocably, and any payment calculations for subsequent years shall be
   based on such life expectancy reduced by one for each calendar year which has
   elapsed since the calendar year life expectancy was first determined.

This  is part  of  your  Certificate.  It is not a  contract.  It  changes  your
Certificate only as and to the extent stated.  In all cases of conflict with the
other  terms of your  Certificate,  the  provisions  of this  Endorsement  shall
control.

      Signed for us at our office as of the date of issue.


               /s/ Betty Kasprowicz                    James M. Mortensen

               Secretary                               Executive Vice President


                                      -3-



                                                            EXHIBIT (4)(b)(xiii)

                         ANNUITY INVESTORS[SERVICEMARK]
                             LIFE INSURANCE COMPANY

             QUALIFIED PENSION, PROFIT SHARING, AND ANNUITY PLAN
                                   ENDORSEMENT

The  annuity  contract  is  changed  as set out  below to add  provisions  for a
qualified  pension,  profit sharing,  or annuity plan. This  endorsement and the
annuity  contract  to which it is  attached  are not  valid  without  additional
endorsement(s) defining the Plan and Plan Administrator.

   APPLICABLE TAX LAW RESTRICTIONS. This annuity contract is intended to receive
   contributions  pursuant  to  a  pension,  profit  sharing,  or  annuity  plan
   qualified under Internal Revenue Code ("IRC") Section 401(a) or 403(a). It is
   restricted  as  required  by federal tax law. We may change the terms of this
   annuity contract or administer this annuity contract at any time as needed to
   comply with that law. Any such change may be applied retroactively.

   ANNUITANT. "Annuitant" means the designated person covered under the Plan for
   whose  benefit this  annuity  contract  was  purchased.  If the owner of this
   annuity contract is the Employer or Plan trustee,  then any reference in this
   annuity  contract to the owner's life, age, death, or spouse shall be treated
   as a reference to the Annuitant's life, age, death, or spouse.

   EXCLUSIVE BENEFIT.  This annuity contract is for the exclusive benefit of the
   Annuitant  and his or her  beneficiaries.  No amounts held under this annuity
   contract may be used for or diverted to any purpose  other than the provision
   of  Plan  benefits  except  as  permitted  by the  Plan  after  the  complete
   satisfaction  of all  liabilities  to  persons  covered by the Plan and their
   beneficiaries. Until distributed, the Plan retains all legal ownership rights
   and control over the Annuitant's  interest in the annuity  contract except as
   provided by the Plan Administrator.

   NO  ASSIGNMENT  OR  TRANSFER.  No interest in this  annuity  contract  may be
   assigned,  sold, or transferred.  No interest in this annuity contract may be
   pledged  to secure a loan or the  performance  of an  obligation,  or for any
   other purpose. The only exceptions to these rules are:

      1)   if this annuity contract is owned by the Employer or Plan trustee, it
           may be transferred to a successor  Employer or Plan trustee or to the
           Annuitant or another  person  entitled to Plan  benefits  through the
           Annuitant;

      2)   this annuity  contract may secure a loan to the Annuitant  made under
           any loan provisions of this annuity contract;

      3)   the Annuitant's  interest in this annuity contract may be transferred
           under a Qualified  Domestic Relations Order as defined in IRC Section
           414(p); and

      4)   payments may be made based on joint lives or joint life  expectancies
           of the Annuitant and another person, but such other person shall have
           no present rights under this annuity  contract during the lifetime of
           the Annuitant.

   Except as elected  under the DIRECT  ROLLOVER  provision,  any  distributions
   under this annuity contract shall be paid to the owner or to the Annuitant or
   other  person  entitled to Plan  benefits  through the  Annuitant,  as may be
   directed by the owner of the annuity contract.


<PAGE>


   LIMITS  ON  CONTRIBUTIONS.  Contributions  to  this  annuity  contract  which
   represent  contributions  to the Plan must not exceed the limits set forth in
   IRC Section 415.  Contributions  to this  annuity  contract  which  represent
   elective deferrals cannot exceed the limits of IRC Section 402(g). Additional
   limits may apply under the terms of the Plan.  The Plan  Administrator  shall
   ensure compliance with these IRC limits and any Plan limits.

   DISTRIBUTION  RESTRICTIONS ON 401(K)  EMPLOYEE  ELECTIVE  CONTRIBUTIONS.  Any
   amounts  under  this  annuity  contract  which  represent  employee  elective
   contributions  made  pursuant  to  salary  reduction  agreement(s)  under IRC
   Section  401(k) and any income earned on such amounts,  cannot be distributed
   any earlier than allowed under IRC Section  401(k)(2)(B).  Additional  limits
   may apply under the terms of the Plan. The Plan Administrator shall determine
   when a distribution is allowed under this IRC section and the Plan.

   DISTRIBUTION  RESTRICTIONS ON PENSION  CONTRIBUTIONS.  Any amounts under this
   annuity  contract which represent  contributions  to a money purchase pension
   plan or a  defined  benefit  pension  plan,  and any  income  earned  on such
   amounts,  cannot be  distributed  any  earlier  than  allowed  under  Section
   1.401-1(b)(1)(i)  of the Income Tax Regulations.  Additional limits may apply
   under the terms of the Plan. The Plan  Administrator  shall  determine when a
   distribution is allowed under this regulation and the Plan.

   DIRECT ROLLOVERS.  To the extent required under IRC Section  401(a)(31),  the
   Annuitant or his or her surviving  spouse may elect to have any portion of an
   eligible  rollover  distribution  (as defined in IRC Section  402(c)(4)) paid
   directly to an Individual Retirement Annuity or Individual Retirement Account
   (as defined in IRC Section 408) or, if allowed, to another qualified pension,
   profit sharing, or annuity plan (as defined in IRC Section 401(a) or 403(a)),
   specified  by the  Annuitant  or  surviving  spouse  and which  accepts  such
   distribution. Any direct rollover election must be made on our form, and must
   be received at our office before the date of payment.

   DATE BENEFITS TO BEGIN.  Unless the Annuitant  elects to delay the payment of
   his or her  benefits,  a  distribution  of the  Annuitant's  interest in this
   annuity  contract shall begin no later than 60 days after the end of the Plan
   year in which the last of the following occurs:

      1)   the  Annuitant  has  reached  the  earlier  of age  65 or the  normal
           retirement age stated in the Plan;

      2)   the 10th anniversary of the date the Annuitant joined the Plan; or 

      3)   the Annuitant's separation from service with the employer.

   The Plan  Administrator  shall  make any  determination  required  under this
   provision.

   In no event can the  payment  of  benefits  be delayed  beyond  the  Required
   Beginning  Date  stated in the  REQUIRED  MINIMUM  DISTRIBUTIONS  DURING LIFE
   provision, below.


                                      -2-

<PAGE>



   REQUIRED MINIMUM  DISTRIBUTIONS  DURING LIFE. The Required Beginning Date for
   distributions  under this annuity  contract is April 1 following the later of
   the calendar year in which the  Annuitant  reaches age 70-1/2 or the calendar
   year in which the Annuitant separates from service with the Employer. For any
   5% owner of the Employer,  the Required  Beginning  Date is April 1 following
   the calendar  year in which the Annuitant  reaches age 70-1/2.  No later than
   the Required Beginning Date:

      1)   the entire amount payable under this annuity contract must be paid in
           full; or

      2)   distributions  from this annuity  contract  must begin in the form of
           periodic payments made at least annually (i) for the Annuitant's life
           or as joint and survivor  payments for the lives of the Annuitant and
           one other individual, or (ii) over a period certain not to exceed the
           Annuitant's  life  expectancy  or the  joint and last  survivor  life
           expectancy  of the  Annuitant  and one other  individual  entitled to
           receive any amount payable after the Annuitant's death, with payments
           which do not  increase  or  increase  only as  provided in Q&A F-3 of
           Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations.

   All  distributions  made  hereunder  shall  be made in  accordance  with  the
   requirements of IRC Section 401(a)(9), including the incidental death benefit
   requirement  of IRC Section  401(a)(9)(G),  and the  regulations  thereunder,
   including the minimum distribution incidental benefit requirements of Section
   1.401(a)(9)-2 of the Proposed Income Tax Regulations.

   Life  expectancies are computed using the expected return multiples in Tables
   V and  VI  of  Section  1.72-9  of  the  Income  Tax  Regulations.  The  life
   expectancies  of the  Annuitant  and his or her spouse shall be  recalculated
   annually  unless  periodic  payments  for a fixed  period  begin  irrevocably
   (subject to acceleration) by the Required Beginning Date. The life expectancy
   of any other individual may not be recalculated. Any life expectancy which is
   not being  recalculated  shall be  determined  using the  attained age of the
   individual in the calendar year in which the Annuitant  reaches age 70-1/2 or
   in any earlier  year in which  payments  begin  irrevocably,  and any payment
   calculations  for  subsequent  years  shall be based on such life  expectancy
   reduced by one for each  calendar  year which has elapsed  since the calendar
   year such life expectancy was first determined.

   REQUIRED MINIMUM  DISTRIBUTIONS  AFTER DEATH. If the Annuitant dies after the
   Required  Beginning  Date or after  payments  begin  irrevocably  (subject to
   acceleration),  any amount remaining payable under this annuity contract must
   continue  to be  distributed  at least as  rapidly  as under  the  method  of
   distribution being used prior to the Annuitant's death.

   If the Annuitant dies before the Required  Beginning Date and before payments
   begin  irrevocably,  then any amount  remaining  payable  under this  annuity
   contract must be paid either:

      1)   in  full  by  December  31 of  the  fifth  calendar  year  after  the
           Annuitant's death; or

      2)   over the  life or over a period  certain  not  greater  than the life
           expectancy  of  the   individual   entitled  to  payments  after  the
           Annuitant's death with payments beginning by December 31 of the first
           calendar year after the Annuitant's death.

   However,  if the Annuitant's spouse is the individual entitled to receive the
   entire  amount  remaining  payable  under  this  annuity  contract,  then the
   starting date for payments under clause 2) above may be delayed to a date not
   later than December 31 of the calendar year in which the Annuitant would have
   reached age 70-1/2. If the Annuitant's  surviving spouse dies before payments
   begin under this provision, then this provision shall apply upon the death of
   the Annuitant's spouse as if the spouse were the Annuitant under this annuity
   contract.

                                      -3-
<PAGE>



   Life expectancy is computed using the expected  return  multiples in Tables V
   and VI of Section  1.72-9 of the Income Tax  Regulations.  For  distributions
   beginning  after the  Annuitant's  death,  the life  expectancy of his or her
   surviving spouse shall be recalculated  annually unless periodic payments for
   a fixed  period  begin  irrevocably  (subject  to  acceleration)  by the date
   payments are required to begin.  The life expectancy of any other  individual
   may not be recalculated.  Any life expectancy which is not being recalculated
   shall be determined using the attained age of such individual in the calendar
   year in which  payments are required to begin or in any earlier year in which
   payments begin irrevocably, and any payment calculations for subsequent years
   shall be based on such life expectancy  reduced by one for each calendar year
   which  has  elapsed  since  the  calendar  year  life  expectancy  was  first
   determined.

This is part of the annuity contract.  It is not a separate contract. It changes
the annuity contract only as and to the extent stated.  In all cases of conflict
with the other terms of the annuity contract, the provisions of this Endorsement
shall control.

      Signed for us at our office as of the date of issue.


                  /s/ Betty Kasprowicz            /s/ James M. Mortensen

                  ASSISTANT SECRETARY             EXECUTIVE VICE PRESIDENT

























                                      -4-

                                                               Exhibit 4(b)(xiv)

                         ANNUITY INVESTORS[SERVICEMARK]
                             LIFE INSURANCE COMPANY

                                  EMPLOYER PLAN
                                   ENDORSEMENT

The  annuity  contract  is  changed as set out below to adapt it for use with an
employee benefit plan:

   PLAN.  "Plan" means the employee  benefit plan named on your application or
   any successor plan.

   EMPLOYER.  "Employer"  means the employer  sponsoring the Plan and named on
   your application,  or any other employer which succeeds to its rights under
   the Plan.

   PLAN  ADMINISTRATOR.  "Plan  Administrator"  means the person designated as
   such to us in writing by the  Employer.  If no person has been  designated,
   "Plan Administrator" means the Employer.

   PLAN  INTERPRETATION.  For  purposes  of  this  annuity  contract,  the  Plan
   Administrator shall interpret the Plan and decide all questions about what is
   allowed or required by the Plan.  We have no duty to review or interpret  the
   Plan, or to review or approve any decision of the Plan Administrator.  We are
   entitled to rely on the written  directions of the Plan Administrator on such
   matters.

   APPLICABLE  RESTRICTIONS.  This annuity contract may be restricted by federal
   and/or state laws related to employee  benefit plans. We may change the terms
   of this annuity  contract or administer this annuity  contract at any time as
   needed to comply with such laws.

   PLAN  DISTRIBUTION  PROVISIONS.  Distributions  allowed  under  this  annuity
   contract  may be made only at a time  allowed by the Plan or required by this
   annuity contract.  The form of any distribution shall be determined under the
   Plan from among  those forms of  distribution  available  under this  annuity
   contract.  No distribution  may be made without the written  direction of the
   Plan  Administrator  unless required by this annuity contract.  Distributions
   may be made without your consent when required by the Plan.

   FORFEITURE  OF  NON-VESTED  AMOUNTS.  Any amount under this annuity  contract
   attributable to  contributions by the Employer  (excluding any  contributions
   made under a salary reduction agreement with your employer) is subject to the
   vesting  provisions  of the  Plan.  If at any time the  Plan  provides  for a
   forfeiture of an amount that is not vested, then such amount may be withdrawn
   and paid as directed by the Plan Administrator.

   RETURN OF EXCESS  CONTRIBUTIONS.  Contributions made to this annuity contract
   for you are  subject to any  limits on  contributions  and  nondiscrimination
   provisions of the Plan. If the Plan  Administrator  determines that excess or
   discriminatory  contributions  were made,  then amounts  attributable to such
   contributions   may  be   withdrawn   and  paid  as   directed  by  the  Plan
   Administrator.

   ENTITLEMENT TO DEATH BENEFITS.  The person or persons  entitled to any amount
   remaining  payable  under this  annuity  contract  after your death  shall be
   determined  under the Plan. No  distribution of any such amount shall be made
   without the written direction of the Plan Administrator.


<PAGE>


   INVESTMENT ALLOCATIONS AND TRANSFERS.  If this annuity contract provides that
   amounts held under it are allocated among separate  investment funds or fixed
   accounts, then any such allocations and/or subsequent transfers shall be made
   only as  required  or allowed by the Plan,  or as  required  by this  annuity
   contract  to secure a loan.  No such  allocation  or  transfer  shall be made
   without the written  direction of the Plan  Administrator  unless required by
   this annuity contract to secure a loan.  Allocations or transfers may be made
   without your consent when required by the Plan or the annuity contract.

   PLAN LOAN PROVISIONS.  If loans are allowed under this annuity  contract,  no
   such loan may be made unless also allowed by the Plan.  Any such loan will be
   subject to any additional  limits and conditions  which apply under the Plan.
   No loan may be made without the written direction of the Plan  Administrator.
   The rate of  interest to be paid by you on any such loan will be fixed by the
   Plan  Administrator,  but we may require that it be at least three percentage
   points  higher than the minimum  guaranteed  rate of interest,  if any,  that
   applies to your  interest in this annuity  contract  used as security for the
   loan.

   QUALIFIED  JOINT AND 50% SURVIVOR  ANNUITY  OPTION.  In addition to the other
   payment options available under this annuity  contract,  payments may be made
   in the form of a Qualified Joint and 50% Survivor Annuity. Under this payment
   option,  we will make equal  payments to you for life at least once per year.
   If the person who is your spouse at the time payments  commence survives you,
   then  after  your  death we will  make  payments  to such  spouse at the same
   intervals  equal to one-half of the amount of the prior  payments,  with such
   payments  continuing to such spouse until his or her death. The first payment
   under this payment  option will be made on the effective  date of the payment
   option.  The amount of the payments we will make under this payment option is
   based on the  intervals  for  payments,  which are  subject to our  approval.
   Amounts vary with the ages,  as of the first  payment  date,  of you and your
   spouse.  We will require  proof of the ages of you and your  spouse.  Monthly
   payments  that we will make under  this  payment  option  for each  $1,000 of
   proceeds applied will be furnished at your request. Once payments begin under
   this payment  option,  the value of future payments may not be withdrawn as a
   commutation of benefits.

This is a part of your  annuity  contract.  It is not a  separate  contract.  It
changes the annuity  contract only as and to the extent stated.  In all cases of
conflict with the other terms of the annuity  contract,  the  provisions of this
endorsement shall control.

      Signed for us at our office as of the date of issue.


                  /s/ Betty Kaspowicz             /s/ James M. Mortensen

                  ASSISTANT SECRETARY             EXECUTIVE VICE PRESIDENT








                             -2-

                                                              EXHIBIT (4)(b)(xv)

                         ANNUITY INVESTORS[SERVICEMARK]
                             LIFE INSURANCE COMPANY

            Box 5423, Cincinnati, Ohio 45201-5423 o  (800) 789-6771

                          GOVERNMENTAL SECTION 457 PLAN
                                   ENDORSEMENT

The  annuity  contract  is  changed  as set out  below to add  provisions  for a
governmental  Section 457 plan.  This  endorsement  and the annuity  contract to
which it is attached are not valid without  additional  endorsement(s)  defining
the Plan and Plan Administrator.

   APPLICABLE TAX LAW RESTRICTIONS. This annuity contract is intended to receive
   contributions  pursuant  to a plan  qualified  under  Internal  Revenue  Code
   ("IRC")  Section 457  maintained  by a state,  a political  subdivision  of a
   state, or any agency or instrumentality  of a state or political  subdivision
   of a state.  It is  restricted  as required by federal tax law. We may change
   the terms of this annuity contract or administer this annuity contract at any
   time as needed  to comply  with that  law.  Any such  change  may be  applied
   retroactively.

   ANNUITANT. "Annuitant" means the designated person covered under the Plan for
   whose  benefit this  annuity  contract  was  purchased.  If the owner of this
   annuity contract is the Employer or Plan trustee,  then any reference in this
   annuity  contract to the owner's life, age, death, or spouse shall be treated
   as a reference to the Annuitant's life, age, death, or spouse.

   EXCLUSIVE BENEFIT.  This annuity contract is for the exclusive benefit of the
   Annuitant  and his or her  beneficiaries.  No amounts held under this annuity
   contract may be used for or diverted to any purpose  other than the provision
   of  Plan  benefits  except  as  permitted  by the  Plan  after  the  complete
   satisfaction  of all  liabilities  to  persons  covered by the Plan and their
   beneficiaries. Until distributed, the Plan retains all legal ownership rights
   and control over the Annuitant's  interest in the annuity  contract except as
   provided by the Plan Administrator.

   NO  ASSIGNMENT  OR  TRANSFER.  No interest in this  annuity  contract  may be
   assigned,  sold, or transferred.  No interest in this annuity contract may be
   pledged  to secure a loan or the  performance  of an  obligation,  or for any
   other purpose. The only exceptions to these rules are:

      1)   if this annuity contract is owned by the Employer or Plan trustee, it
           may be transferred to a successor  Employer or Plan trustee or to the
           Annuitant or another  person  entitled to Plan  benefits  through the
           Annuitant;  

      2)   this annuity  contract may secure a loan to the Annuitant  made under
           any loan  provisions  of this annuity  contract;  

      3)   the Annuitant's  interest in this annuity contract may be transferred
           under a Qualified  Domestic Relations Order as defined in IRC Section
           414(p);  and 

      4)   payments may be made based on joint lives or joint life  expectancies
           of the Annuitant and another person, but such other person shall have
           no present rights under this annuity  contract during the lifetime of
           the Annuitant.

   Any  distributions  under this annuity contract shall be paid to the owner or
   to the  Annuitant  or other  person  entitled  to Plan  benefits  through the
   Annuitant, as may be directed by the owner of the annuity contract.

<PAGE>


   LIMITS  ON  CONTRIBUTIONS.  Contributions  to  this  annuity  contract  which
   represent  contributions  to the Plan must not exceed the limits set forth in
   IRC  Section  457(b) and (c). No  elective  contributions  may be made by the
   Annuitant  with  respect to any month  unless the  Annuitant  has  entered an
   agreement  for  deferral  before  the first day of that  month.  However,  an
   elective  contribution  may be made for the first month of  employment of the
   Annuitant if the agreement for deferral is made on or before the date service
   with the Employer begins.  Additional limits may apply under the terms of the
   Plan. The Plan  Administrator  shall ensure  compliance with these IRC limits
   and any Plan limits.

   DISTRIBUTION  RESTRICTIONS.  As  required  under  IRC  Section  457(d),  no
   distributions from this annuity contract can be made until:

      1)   the calendar year in which the Annuitant reaches age 70-1/2; or

      2)   the Annuitant's separation from service with the Employer; or

      3)   the  Annuitant  is faced with an  unforeseeable  emergency as defined
           under the IRC; or

      4)   the  conditions  are met for an  in-service  distribution  under  IRC
           Section 457(e)(9).

   Additional   limits  may  apply  under  the  terms  of  the  Plan.  The  Plan
   Administrator  shall  determine when a distribution is allowed under this IRC
   section and the Plan.

   DATE BENEFITS TO BEGIN. A distribution  of the  Annuitant's  interest in this
   annuity  contract shall begin no later than 60 days after the end of the Plan
   year in which the later of the following occurs:

      1)   the Annuitant  reaches normal  retirement age as determined under the
           Plan; or

      2)   the Annuitant separates from service with the Employer.

   If the Plan permits  benefit  payments upon  separation from service to begin
   before the latest date required under this provision,  then prior to the date
   payments actually begin the Plan may allow the Annuitant to elect irrevocably
   to delay payment to a later fixed and determinable  date within the limits of
   this  provision.  The  Annuitant  may make only one such  election  after the
   earliest date on which the Plan permits benefit payments upon separation from
   service.

   The Plan  Administrator  shall  make any  determination  required  under this
   provision.

   In no event can the  payment  of  benefits  be delayed  beyond  the  Required
   Beginning  Date  stated in the  REQUIRED  MINIMUM  DISTRIBUTIONS  DURING LIFE
   provision, below.

   REQUIRED MINIMUM  DISTRIBUTIONS  DURING LIFE. The Required Beginning Date for
   distributions  under this annuity  contract is April 1 following the later of
   the calendar year in which the  Annuitant  reaches age 70-1/2 or the calendar
   year in which the  Annuitant  separates  from service with the  Employer.  No
   later than the Required Beginning Date:

      1)   the entire amount payable under this annuity contract must be paid in
           full; or

      2)   distributions  from this annuity  contract  must begin in the form of
           periodic payments made at least annually (i) for the Annuitant's life
           or as joint and survivor  payments for the lives of the Annuitant and
           one other individual, or (ii) over a period certain not to exceed the
           Annuitant's  life  expectancy  or the  joint and last  survivor  life
           expectancy  of the  Annuitant  and one other  individual  entitled to
           receive any amount payable after the Annuitant's death, with payments
           which do not  increase  or  increase  only as  provided in Q&A F-3 of
           Section 1.401(a)(9)-1 of the Proposed Income Tax Regulations.


                                      -2-

<PAGE>



   All  distributions  made  hereunder  shall  be made in  accordance  with  the
   requirements of IRC Section 401(a)(9), including the incidental death benefit
   requirement  of IRC Section  401(a)(9)(G),  and the  regulations  thereunder,
   including the minimum distribution incidental benefit requirements of Section
   1.401(a)(9)-2  of the Proposed  Income Tax Regulations and any guidance which
   may be issued by the Secretary of the Treasury under IRC Section 457.

   Life  expectancies are computed using the expected return multiples in Tables
   V and  VI  of  Section  1.72-9  of  the  Income  Tax  Regulations.  The  life
   expectancies  of the  Annuitant  and his or her spouse shall be  recalculated
   annually  unless  periodic  payments  for a fixed  period  begin  irrevocably
   (subject to acceleration) by the Required Beginning Date. The life expectancy
   of any other individual may not be recalculated. Any life expectancy which is
   not being  recalculated  shall be  determined  using the  attained age of the
   individual in the calendar year in which the Annuitant  reaches age 70-1/2 or
   in any earlier  year in which  payments  begin  irrevocably,  and any payment
   calculations  for  subsequent  years  shall be based on such life  expectancy
   reduced by one for each  calendar  year which has elapsed  since the calendar
   year such life expectancy was first determined.

   REQUIRED MINIMUM  DISTRIBUTIONS  AFTER DEATH. If the Annuitant dies after the
   Required  Beginning  Date or after  payments  begin  irrevocably  (subject to
   acceleration),  any amount remaining payable under this annuity contract must
   continue  to be  distributed  at least as  rapidly  as under  the  method  of
   distribution being used prior to the Annuitant's death.

   If the Annuitant dies before the Required  Beginning Date and before payments
   begin  irrevocably,  then any amount  remaining  payable  under this  annuity
   contract must be paid either:

      1)   in  full  by  December  31 of  the  fifth  calendar  year  after  the
           Annuitant's death;

      2)   if someone other than the Annuitant's surviving spouse is entitled to
           receive  part  or all of  the  amount  remaining  payable  after  the
           Annuitant's  death,  over a period  certain not greater  than fifteen
           years and not greater than the life  expectancy  of the eldest person
           entitled to benefits,  with payments  beginning by December 31 of the
           first calendar year after the Annuitant's death; or

      3)   if the Annuitant's  spouse is the sole person entitled to receive the
           amount remaining  payable after the Annuitant's  death, over the life
           or over a period certain not greater than the life  expectancy of the
           surviving spouse, with payments beginning by December 31 of the later
           of first  calendar year after the  Annuitant's  death or the calendar
           year in which the Annuitant would have attained age 70-1/2.

   If the  Annuitant's  surviving  spouse is the sole person entitled to receive
   the amount  remaining  payable after the Annuitant's  death and the surviving
   spouse dies before payments begin under this  provision,  then this provision
   shall  apply upon the death of the  Annuitant's  spouse as if the spouse were
   the Annuitant under this annuity contract.

   Life expectancy is computed using the expected  return  multiples in Tables V
   and VI of Section  1.72-9 of the Income Tax  Regulations.  For  distributions
   beginning  after the  Annuitant's  death,  the life  expectancy of his or her
   surviving spouse shall be recalculated  annually unless periodic payments for
   a fixed  period  begin  irrevocably  (subject  to  acceleration)  by the date
   payments are required to begin.  The life expectancy of any other  individual
   may not be recalculated.  Any life expectancy which is not being recalculated
   shall be determined using the attained age of such individual in the calendar
   year in which  payments are required to begin or in any earlier year in which
   payments begin irrevocably, and any payment calculations for subsequent years
   shall be based on such life expectancy  reduced by one for each calendar year
   which  has  elapsed  since  the  calendar  year  life  expectancy  was  first
   determined.


                                      -3-
<PAGE>




   This is part of the  annuity  contract.  It is not a  separate  contract.  It
   changes the annuity  contract only as and to the extent stated.  In all cases
   of conflict with the other terms of the annuity  contract,  the provisions of
   this Endorsement shall control.

      Signed for us at our office as of the date of issue.

   

                  /s/ Betty Kasprowicz            /s/ James M. Mortensen

                  ASSISTANT SECRETARY             EXECUTIVE VICE PRESIDENT







































                                      -4-



                                                                Exhibit (8)(o)


April 25, 1997



Annuity Investors Life Insurance Company
250 East Fifth Street
Cincinnati, OH 45202
Attention: Mark F. Muething

Dear Mark:     

               Re:     Fee Letter Relating to the Annuity Investors 
                       Life Insurance Company Participation Agreement.

        Pursuant to the  Participation  Agreement  by and among  Strong  Capital
Management,  Inc.  ("Strong"),  Annuity  Investors Life  Insurance  Company (the
"Company"),  Strong Variable Insurance Funds, Inc., Strong Special Fund II, Inc.
and Strong Funds  Distributors,  Inc.  ("Distributors")  dated as April 25, 1997
(the "Participation Agreement"), the Company will provide certain administrative
services on behalf of the  registered  investment  companies  or series  thereof
specified in Exhibit A (each a "Fund" and collectively the "Funds").

        In recognition of the reduction in administrative  expenses that derives
from the performance of said administrative  services,  Strong agrees to pay the
Company the fee specified below for each Fund specified in Exhibit A hereto.

               (a) For average  aggregate  amounts (as  calculated  in paragraph
        (b), below) invested through variable  insurance  products issued by the
        Company  with the Funds,  the  monthly  fee shall  equal the  percentage
        (calculated  in paragraph (b),  below) of the applicable  annual fee for
        each Fund specified in Exhibit A.

               (b) For purposes of computing the fee  contemplated  in paragraph
        (a) above,  Strong shall calculate and pay to the Company an amount with
        respect to each Fund equal to the product of: (a) the product of (i) the
        number of calendar days in the applicable month divided by the number of
        calendar  days in that  year  (365 or 366 as  applicable)  and  (ii) the
        applicable percentage specified in Exhibit A, hereto,  multiplied by (b)
        the average  daily  market  value of the  investments  held in such Fund
        pursuant  to  the  Participation  Agreement  computed  by  totaling  the
        aggregate  investment  (share net asset  value  multiplied  by the total
        number  of  shares  held) on each day  during  the  calendar  month  and
        dividing by the total number of days during such month.

<PAGE>



               (c) Strong shall  calculate  the amount of the payment to be made
        pursuant to this Letter  Agreement at the end of each calendar month and
        will make such payment to the Company within 30 days after receiving the
        report  referenced  in  paragraph  (e),  below.  Fees  will be paid,  at
        Strong's election,  by wire transfer or by check. All payments hereunder
        shall be  considered  final  unless  disputed  by the Company in writing
        within 60 days of receipt.

               (d) The  parties  agree  that the fees  contemplated  herein  are
        solely  for  shareholder  servicing  and other  administrative  services
        provided by the Company and do not constitute  payment in any manner for
        investment advisory, distribution, trustee, or custodial services.

               (e) The Company  agrees to provide Strong by the 15th day of each
        month  with a report  which  indicates  the  number of Owners  that hold
        through a Contract  interests  in each Account as of the last day of the
        prior month.

               (f) If requested in writing by Strong,  and at Strong's  expense,
        the Company  shall  provide to Strong,  by February 14th of each year, a
        "Special Report" from a nationally recognized accounting firm reasonably
        acceptable  to Strong  which  substantiates  for each month of the prior
        calendar year:  (a) the number of owners that hold,  through an Account,
        interests in each Account  maintained  by the Company on the last day of
        each month  which held  shares  for which the fee  provided  for in this
        Letter  Agreement was received by the Company,  (b) that any fees billed
        to Strong for such month were  accurately  determined in accordance with
        this Letter Agreement, and (c) such other information in connection with
        this  Agreement  and the  Participation  Agreement as may be  reasonably
        requested by Strong.

               (g) The parties hereto agree that Strong may  unilaterally  amend
        Schedule  A hereto  to add  additional  investment  companies  or series
        thereof ("New Funds") as Funds subject to the  provisions of this Letter
        Agreement  by sending to the  Company a written  notice of the New Funds
        and  indicating  therein the fees to be paid to the Company with respect
        to the  administrative  services  provided pursuant to the Participation
        Agreement in connection with such New Funds.

               (h) This Letter Agreement shall terminate upon termination of the
        Participation  Agreement.  Accordingly,  all  payments  pursuant to this
        Letter  Agreement  shall  cease upon  termination  of the  Participation
        Agreement.

               (i) Capitalized terms not otherwise defined herein shall have the
        meaning assigned to them in the Participation Agreement.


                                       2
<PAGE>



        If you are in agreement with the  foregoing,  please sign and date below
where indicated and return one copy of this signed letter agreement to me.

                                             Very truly yours,

                                             /s/ Stephen J. Shenkenberg

                                             Stephen J. Shenkenberg
                                             Vice President




Accepted and agreed as of April 25, 1997 by
Annuity Investors Life Insurance Company

/s/ Mark F. Muething
By:  Mark F. Muething
Name and Title:  Senior Vice President


<PAGE>


EXHIBIT A TO LETTER DATED APRIL 25, 1997


The Funds subject to this Agreement and applicable annual fees are as follows:

               Fund                                           Annual Fee

        Strong Special Fund II, Inc.                             .20%
        Strong Variable Insurance Funds, Inc.
               Strong Growth Fund II                             .20%





                                                                 Exhibit (8)(p)



                           PILGRIM BAXTER & ASSOCIATES
                               Investment Counsel

                                                            May 1, 1997

Annuity Investors Life Insurance Company
250 East Fifth Street
Cincinnati, OH 452O2

Ladies and Gentlemen:

        The purpose of this letter is to confirm certain financial  arrangements
between Pilgrim Baxter & Associates,  Ltd.  ("Pilgrim  Baxter"),  the investment
adviser to the PBHG  Insurance  Series  Fund,  Inc.  (the  "Fund")  and  Annuity
Investors  Life  Insurance  Company  ("Annuity  Investors")  in connection  with
Annuity  Investors'  purchase  of  shares  of  certain  series  of the Fund (the
"Series")  on  behalf  of  certain  of  its  separate  accounts  (the  "Separate
Accounts")  to fund  variable  life and  annuity  contracts  issued  by  Annuity
Investors.

        In recognition of Annuity  Investors  providing to the Fund the services
described in that certain Fund Participation  Agreement among Annuity Investors,
the Fund and Pilgrim Baxter, dated May 1, 1997 (the "Agreement"), Pilgrim Baxter
shall pay to Annuity  Investors  an  administrative  service fee equal to, on an
annualized basis, 0.15% on the first $25,000,000 of the average daily net assets
of the Separate  Accounts invested in shares of the Series of the Fund specified
in Appendix B to the Agreement;  0.20% on the next  $25,000,000 of average daily
net  assets of the  Separate  Accounts  invested  in shares of the Series of the
Fund; and 0.25% on average daily net assets of the Separate Accounts invested in
shares of the  Series of the Fund in  excess of  $50,000,000.  Such fee shall be
paid quarterly (on a calendar year basis) in arrears.

        In the event that the fees payable to Annuity Investors hereunder, based
upon an opinion of counsel reasonably acceptable to the Fund, Pilgrim Baxter and
Annuity Investors, are or may be in contravention or violation of any law, rule,
regulation,  court decision or order,  or  out-of-court  settlement of actual or
threatened  litigation or  enforcement  position of any  regulatory  body having
jurisdiction over the Fund or Pilgrim Baxter (taken together,  "Change in Law"),
the fees  shall be  adjusted  to  conform  to such  Change  in Law on terms  and
conditions deemed fair and equitable by Pilgrim Baxter and the Fund.


<PAGE>



        Either party may  terminate  this  agreement,  without  penalty,  on six
months written notice to the other party,  and this  agreement  shall  terminate
automatically  upon  termination of the Agreement;  except that the fees payable
hereunder  shall  continue  as long as any  Separate  Account is  invested  in a
Series.

          1255 Drummers Lane, Suite 300, Wayne, Pennsylvania 19087-1590
                 Phone (610) 341-9000 . Facsimile (610) 687-1890

        Please  confirm your  understanding  of this  arrangement  by having the
enclosed  duplicate copy of this letter  executed by an  appropriate  authorized
officer of Annuity  Investors and returned to Pilgrim  Baxter,  at 1255 Drummers
Lane, Suite 300, Wayne, PA 19087, Attention:
John M. Zerr, Esquire.

                                             Very truly yours,

                                             PILGRIM BAXTER & ASSOCIATES, LTD.

                                             By:  /s/ Eric C. Schneider
                                             Name:  Eric C. Schneider
                                             Title:  Chief Financial Officer


Accepted and Agreed To:

ANNUITY INVESTORS LIFE
  INSURANCE COMPANY


By:  /s/ Mark F. Muething
Name:  Mark F. Muething
Title:  Senior Vice President




                                                                Exhibit (8)(q)

MORGAN STANLEY

                                                    MORGAN STANLEY
                                                    ASSET MANAGEMENT INC.
                                                    1221 AVENUE OF THE AMERICAS
                                                    NEW YORK, NEW YORK  10020
                                                   (212) 703-4000

May 1, 1997


Mark F. Muething, Esq.
Senior Vice President
Annuity Investors Life Insurance Company
250 East Fifth Street
Cincinnati, OH 45202

Gentlemen:

We are please to have  entered into an agreement  with  Annuity  Investors  Life
Insurance  Company (the "Company")  dated May 1, 1997 providing for the purchase
by the Company of shares of Morgan Stanley  Universal  Funds,  Inc. (the "Fund")
for its separate  accounts to fund variable  annuity  contract and variable life
policy benefits ("Participation Agreement").

In recognition of the fact that the Company will provide various  administrative
services in  connection  with the  issuance of variable  annuity  contracts  and
variable life insurance  policies and the fact that we (or our  affiliates),  as
investments   advisers   and   administrators   to  the  Fund   will  not  incur
administrative expenses that we would otherwise incur in servicing large numbers
of investors in the Fund (such as shareholder communication,  record keeping and
postage  expenses),  we will pay to the Company 0.15% of the Company's  separate
account investments in the portfolios of the Fund.

Payment will be made on a quarterly  basis during the month following the end of
each quarter.

If you agree to the foregoing,  please sign the enclosed copy of this letter and
return it to George Koshy at Morgan Stanley Asset  Management  Inc., 1221 Avenue
of the Americas, New York, New York 10010.

Sincerely,

Morgan Stanley Asset Management Inc.

By:   /s/ Jeffrey R. Margolis
      Name:  Jeffrey R. Margolis
      Title: Principal


Miller Anderson & Sherrerd, LLP

By:   /s/ Marna C. Whittington
      Name:  Marna C. Whittington
      Title: Managing Director


AGREED

Annuity Investors Life Insurance Company

By:   /s/ Mark F. Muething
      Name:  Mark F. Muething
      Title: Senior Vice President




                                                                      Exhibit 10


                        CONSENT OF INDEPENDENT AUDITORS




We consent to the  reference to our firm under the caption  "Experts" and to the
use of our  reports  dated  February  3, 1998,  with  respect  to the  financial
statements  of Annuity  Investors  Variable  Account A, and March 2, 1998,  with
respect to the  statutory-basis  financial  statements of Annuity Investors Life
Insurance  Company,  in the  Post-effective  Amendment No. 2 of the Registration
Statement (Form N-4 File Nos.  33-65409 and 811-07299) and related  Statement of
Additional Information of Annuity Investors Variable Account A.



                                             /s/ Ernst & Young LLP
                                             --------------------------




Cincinnati, Ohio
April 29, 1998


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