ANNUITY INVESTORS VARIABLE ACCOUNT A
485BPOS, 2000-04-28
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As filed with the Securities and Exchange Commission on April 28, 2000



                                                              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. 4 (X)


                                     and/or
                   REGISTRATION STATEMENT UNDER THE INVESTMENT
                             COMPANY ACT OF 1940 (_)
                         Pre-effective Amendment No. (_)


                      Post-effective Amendment No. 10 (X)


                        (Check appropriate box or boxes)

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

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

                   ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)
                               (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:


                                 1-800-789-6771


- --------------------------------------------------------------------------------
                             Mark F. Muething, Esq.


             Executive 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:


                              John P. Gruber, Esq.
                                 Vice President
                    Annuity Investors Life Insurance Company
                                 P. O. Box 5423
                           Cincinnati, Ohio 45201-5423
- --------------------------------------------------------------------------------


It is proposed that this filing will become effective:

[_]  Immediately upon filing pursuant to Rule 485(b)


[X]  On May 1, 2000 pursuant to Rule 485(b)


[_]  60 days after filing pursuant to Rule 485(a)(1)
[_]  On___________  pursuant to Rule 485(a)(1)
[_]  75 days after filing pursuant to Rule 485 (a)(2)
[_]  On pursuant to Rule 485(a)(2)


<PAGE>


                              CROSS REFERENCE SHEET
                             Pursuant to Rule 495(a)


                                   (33-65409)


                    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


                                     PART A

<TABLE>
<CAPTION>

      Item of Form N-4                                         Prospectus Caption
      ----------------                                         ------------------
<S>                                                            <C>
1.    Cover Page..........................................     Cover Page

2.    Definitions.........................................     Definitions; Glossary of Financial Terms

3.    Synopsis............................................     Overview

4.    Condensed Financial Information

      (a) Accumulation Unit Values........................     Condensed Financial Information

      (b) Performance Data................................     Performance Information

      (c) Financial Statements............................     Financial Statements

5.    General Description of Registrant, Depositor and
      Portfolio  Companies

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

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

      (c)     Portfolio Companies.........................     The Portfolios

      (d)     Portfolio Prospectuses......................     The Portfolios

      (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.................................     AAG Securities, Inc.
</TABLE>


33-65409


                                       ii
<PAGE>

<TABLE>
<CAPTION>

<S>                                                            <C>
      (e)     Portfolio Expenses..........................     Fee Table

      (f)     Operating Expenses..........................     Fee Table

7.    Contracts
      (a)     Persons with Rights.........................     Persons with Rights Under a Contract; Voting
                                                               Rights
      (b)(i)  Allocation of Premium  Payments.............     Purchase Payments

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

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

      (c)     Changes.....................................     Not Applicable

      (d)     Inquiries...................................     How Do I Contact the Company

8.    Annuity Period......................................     Benefit Payment Period

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

10.   Purchases and Contract Values
      (a)     Purchases...................................     Purchase Payments; Investment Options--Allocations


      (b)     Valuation...................................     Account Value; Definitions; Glossary of Financial
                                                               Terms
      (c)     Daily Calculation...........................     Account Value; Accumulation Units; Definitions;
                                                               Glossary of Financial Terms


      (d)     Underwriter.................................     AAG Securities, Inc.

11.   Redemptions
      (a)     By Owner....................................     Surrenders

              By Annuitant................................     Not Applicable

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

      (c)     Check Delay.................................     Surrenders

      (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
</TABLE>



33-65409


                                      iii
<PAGE>

                                     PART B

<TABLE>
<CAPTION>

                                                                   Statement of Additional
      Item of Form N-4                                             Information Caption
      ----------------                                             -------------------
<S>                                                                <C>
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)  Fee Table

      (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) AAG Securities, Inc.

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

20.   Underwriters............................................     AAG Securities, Inc.

21.   Calculation of Performance Data
      (a)     Money Market Funded Sub-Accounts................     Money Market Sub-Account Standardized Yield
                                                                   Calculation
      (b)     Other Sub-Accounts..............................     Not Applicable

22.   Annuity Payments........................................     (Prospectus) Fixed Dollar Benefit;
                                                                   Variable Dollar Benefit; (SAI) Benefit
                                                                   Units--Transfer Formulas

23.   Financial Statements....................................     Financial Statements
</TABLE>



33-65409


                                       iv
<PAGE>


                                     PART C

<TABLE>
<CAPTION>

      Item of Form N-4                                             Part C Caption
      ----------------                                             --------------
<S>                                                                <C>
24.   Financial Statements and Exhibits.......................     Financial Statements and Exhibits

      (a)     Financial Statements............................     Financial Statements

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

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

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

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

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

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

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

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

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

      Signature Page..........................................     Signature Page
</TABLE>



33-65409


                                       v
<PAGE>


ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)
ANNUITY INVESTORS(R) VARIABLE ACCOUNT A
PROSPECTUS FOR INDIVIDUAL FLEXIBLE PREMIUM DEFERRED ANNUITIES


                                                                     May 1, 2000

This prospectus describes individual flexible premium deferred annuity contracts
(the "Contracts"). Annuity Investors Life Insurance Company(R) (the "Company")
is the issuer of the Contracts. The Contracts are available for tax-qualified
and non-tax-qualified annuity purchases. All Contracts qualify for tax-deferred
treatment during the Accumulation Period. The tax treatment of annuities is
discussed in the Federal Tax Matters section of this prospectus.


The Contracts offer both variable and fixed investment options. The variable
investment options under the Contracts are Sub-Accounts of Annuity Investors(R)
Variable Account A (the "Separate Account"). The Contracts currently offer 21
Sub-Accounts. Each Sub-Account is invested in shares of a registered investment
company or a portfolio thereof (each, a "Portfolio"). The Portfolios are listed
below.

         Janus Aspen Series (4 Portfolios)
              -Aggressive Growth Portfolio
              -Worldwide Growth Portfolio
              -Balanced Portfolio
              -Capital Appreciation Portfolio

         Dreyfus Variable Investment Fund (3 Portfolios)
              -Appreciation Portfolio
              -Growth and Income Portfolio
              -Small Cap Portfolio

         The Dreyfus Socially Responsible Growth Fund, Inc.

         Dreyfus Stock Index Fund

         Strong Opportunity Fund II, Inc.

         Deutsche Asset Management VIT Funds (3 Portfolios)
              Deutsche VIT EAFE(R) Equity Index Fund
              Deutsche VIT Equity 500 Index Fund
              Deutsche VIT Small Cap Index Fund

         Merrill Lynch Variable Series Funds, Inc. (4 Portfolios)
              -Basic Value Focus Fund
              -Global Strategy Focus Fund
              -High Current Income Fund
              -Domestic Money Market Fund

         The Universal Institutional Funds, Inc. (2 Portfolios)
              Morgan Stanley UIF, Inc.-Fixed Income Portfolio
              Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio

         PBHG Insurance Series Fund, Inc. (2 Portfolios)
              -PBHG Growth II Portfolio
              -PBHG Technology & Communications Portfolio


This prospectus  includes  information  you should know before  investing in the
Contracts.  This prospectus is not complete without the current prospectuses for
the Portfolios.  Please keep this prospectus and the Portfolio  prospectuses for
future reference.

A  statement  of  additional  information,  dated  May 1,  2000,  contains  more
information about the Separate Account and the Contracts.  The Company filed the
statement of additional information with the Securities and Exchange Commission.
It is part of this prospectus.  For a free copy, complete and return the form on
the last page of this prospectus, or call the Company at 1-800-789-6771. You may
also  access  the  statement  of  additional  information  (as well as all other
documents filed with the Securities and Exchange  Commission with respect to the
Contracts,  the Separate  Account or the Company) at the Securities and Exchange
Commission's  Web  site:  http://www.sec.gov.  The  table  of  contents  for the
statement  of  additional  information  is  printed  on the  last  page  of this
prospectus.


The  Securities and Exchange  Commission  has not approved or disapproved  these
securities or passed upon the adequacy of this prospectus. Any representation to
the contrary is a criminal offense.

- --------------------------------------------------------------------------------
These  securities  may be sold by a bank or credit union,  but are not financial
institution  products.

     o    The Contracts are Not FDIC or NCUSIF Insured

     o    The Contracts are Obligations of the Company and Not of the Bank or
          Credit Union

     o    The Bank or Credit Union Does Not Guarantee the Company's Obligations
          Under the Contracts

     o    The Contracts Involve Investment Risk and May Lose Value
- --------------------------------------------------------------------------------


                                       1
<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                       Page
                                                                                       ----
<S>                                                                                     <C>
DEFINITIONS..............................................................................4
OVERVIEW.................................................................................5
   What is the Separate Account?.........................................................5
   What Are the Contracts?...............................................................5
   How Do I Purchase or Cancel a Contract?...............................................5
   Will Any Penalties or Charges Apply If I Surrender a Contract?........................5
   What Other Charges and Deductions Apply to the Contract?..............................5
   How Do I Contact the Company?.........................................................5
FEE TABLE................................................................................6
   Owner Transaction Expenses............................................................6
   Separate Account Annual Expenses......................................................6
   Portfolio Annual Expenses (After Expense Reimbursement) for Year Ended 12/31/99(1)....6
   Examples..............................................................................8
CONDENSED FINANCIAL INFORMATION..........................................................9
   Financial Statements.................................................................10
   Performance Information..............................................................11
     Yield Data.........................................................................11
     Total Return Data..................................................................11
     Other Performance Measures.........................................................11
THE PORTFOLIOS..........................................................................12
   Janus Aspen Series...................................................................12
   Dreyfus Portfolios...................................................................13
   Strong Opportunity Fund II, Inc......................................................14
   Deutsche Asset Management VIT Funds..................................................14
   Merrill Lynch Variable Series Fund, Inc..............................................15
   The Universal Institutional Funds, Inc...............................................16
   PBHG Insurance Series Fund, Inc......................................................16
   Additions, Deletions, or Substitutions...............................................17
   Voting Rights........................................................................17
ANNUITY INVESTORS LIFE INSURANCE COMPANY(R).............................................18
THE SEPARATE ACCOUNT....................................................................18
AAG SECURITIES, INC.....................................................................18
CHARGES AND DEDUCTIONS..................................................................19
   Charges and Deductions By the Company................................................19
     Contingent Deferred Sales Charge ("CDSC")..........................................19
     Contract Maintenance Fee...........................................................20
     Transfer Fee.......................................................................20
     Administration Charge..............................................................20
     Mortality and Expense Risk Charge..................................................21
     Premium Taxes......................................................................21
     Discretionary Waivers of Charges...................................................21
   Expenses of the Portfolios...........................................................21
THE CONTRACTS...........................................................................22
   Right to Cancel......................................................................22
   Persons With Rights Under a Contract.................................................22
ACCUMULATION PERIOD.....................................................................23
</TABLE>



                                       2
<PAGE>


<TABLE>
<CAPTION>

<S>                                                                                    <C>
   Account Statements...................................................................23
   Account Value........................................................................23
   Purchase Payments....................................................................24
   Investment Options--Allocations......................................................24
   Transfers............................................................................25
   Surrenders...........................................................................27
   Contract Loans.......................................................................28
   Termination..........................................................................28
BENEFIT PAYMENT PERIOD..................................................................29
   Annuity Benefit......................................................................29
   Death Benefit........................................................................29
   Settlement Options...................................................................29
     Form of Settlement Option..........................................................30
     Calculation of Fixed Dollar Benefit Payments.......................................30
     Calculation of Variable Dollar Benefit Payments....................................31
FEDERAL TAX MATTERS.....................................................................32
   Tax Deferral On Annuities............................................................32
   Tax-Qualified Plans..................................................................33
     Individual Retirement Annuities....................................................33
     Roth IRAs..........................................................................33
     Tax-Sheltered Annuities............................................................33
     Texas Optional Retirement Program..................................................33
     Pension and Profit Sharing Plans...................................................33
     Governmental Deferred Compensation Plans...........................................33
   Nonqualified Deferred Compensation Plans.............................................33
   Summary of Income Tax Rules..........................................................34
GLOSSARY OF FINANCIAL TERMS.............................................................35
THE REGISTRATION STATEMENT..............................................................36
OTHER INFORMATION.......................................................................36
   Legal Proceedings....................................................................36
STATEMENT OF ADDITIONAL INFORMATION.....................................................37
</TABLE>



                                       3
<PAGE>


DEFINITIONS

================================================================================

The capitalized  terms defined on this page will have the meanings given to them
when used in this  prospectus.  Other  terms  which may have a specific  meaning
under the Contracts,  but which are not defined on this page,  will be explained
as they are used in this prospectus.

Account Value:  The value of a Contract during the  Accumulation  Period.  It is
equal to the sum of the value of the owner's  interest in the  Sub-Accounts  and
the owner's interest in the fixed account options.

Accumulation  Period:  The period  during which  purchase  payments are invested
according to the investment  options  elected and  accumulated on a tax-deferred
basis. The Accumulation Period ends when a Contract is annuitized or surrendered
in full, or on the Death Benefit Valuation Date.

Accumulation  Unit: A share of a Sub-Account  that an owner purchases during the
Accumulation Period.


Accumulation  Unit  Value:  The  value of an  Accumulation  Unit at the end of a
Valuation  Period.  See  the  Glossary  of  Financial  Terms  on page 35 of this
prospectus for an explanation of how Accumulation Unit Values are calculated.


Benefit Payment Period:  The period during which either annuity benefit or death
benefit payments are paid under a settlement  option. The Benefit Payment Period
begins on the first day of the first payment interval in which a benefit payment
will be paid.

Benefit Unit: A share of a  Sub-Account  that is used to determine the amount of
each variable  dollar benefit  payment after the first  variable  dollar benefit
payment during the Benefit Payment Period.


Benefit  Unit  Value:  The  value of a  Benefit  Unit at the end of a  Valuation
Period. See the Glossary of Financial Terms on page 35 of this prospectus for an
explanation of how Benefit Unit Values are calculated.


Death Benefit  Valuation  Date: The date the death benefit is valued.  It is the
date  that the  Company  receives  both  proof of the  death  of the  owner  and
instructions as to how the death benefit will be paid. If  instructions  are not
received within one year of the date of death, the Death Benefit  Valuation Date
will be one year after the date of death.  The Death Benefit  Valuation Date may
never be later than five years after the date of death.

Net Asset Value: The price computed by or for each Portfolio, no less frequently
than  each  Valuation  Period,  at which  the  Portfolio's  shares  or units are
redeemed in accordance with the rules of the Securities and Exchange Commission.


Net Investment  Factor:  The factor that represents the percentage change in the
Accumulation  Unit Values and Benefit Unit Values from one  Valuation  Period to
the next. See the Glossary of Financial  Terms on page 35 of this prospectus for
an explanation of how the Net Investment Factor is calculated.


Valuation Date: A day on which  Accumulation Unit Values and Benefit Unit Values
can be calculated.  Each day the New York Stock Exchange is open for business is
a Valuation Date.

Valuation Period: The period starting 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.




                                       4
<PAGE>


OVERVIEW

================================================================================

What is the Separate Account?

The Separate  Account is a unit investment  trust registered with the Securities
and Exchange  Commission under the Investment  Company Act of 1940. The Separate
Account is divided  into  Sub-Accounts,  each of which is invested in one of the
Portfolios  listed  on page 1 of  this  prospectus.  If you  choose  a  variable
investment  option,  you are investing in the Sub-Accounts,  not directly in the
Portfolios.

What Are the Contracts?


The Contracts are individual deferred  annuities,  which are insurance products.
The Contracts are available in both tax-qualified and  non-tax-qualified  forms,
both of which qualify for tax-deferred  investment  status.  See the Federal Tax
Matters  section  beginning on page 32 of this  prospectus for more  information
about tax  qualifications  and  taxation of  annuities  in  general.  During the
Accumulation  Period,  the amounts you contribute can be allocated  among any of
the 21 variable investment options and five fixed account options.  The variable
investment  options are the Sub-Accounts of the Separate Account,  each of which
is invested in a Portfolio.  The owner bears the risk of any investment  gain or
loss on amounts allocated to the Sub-Accounts.  The fixed account options earn a
fixed rate of interest  declared by the  Company,  which will be no less than 3%
per year. The Company  guarantees  amounts invested in the fixed account options
and the earnings thereon so long as those amounts remain in the fixed account.


During the Benefit Payment Period,  payments can be allocated  between  variable
dollar benefit and fixed dollar benefit options. If a variable dollar benefit is
selected,  Benefit Units can be allocated to any of the same  Sub-Accounts  that
are available during the Accumulation Period.

How Do I Purchase or Cancel a Contract?


The  requirements to purchase a Contract are explained in The Contracts  section
beginning  on page 22 of this  prospectus.  You may  purchase  a  Contract  only
through a licensed securities  representative.  You may cancel a Contract within
twenty  days  after you  receive  it (the  right to cancel may be longer in some
states).  In many states,  you will bear the risk of investment  gain or loss on
amounts allocated to the Sub-Accounts prior to cancellation. The right to cancel
is described in the Right to Cancel Section on page 22 of this prospectus.


Will Any Penalties or Charges Apply If I Surrender a Contract?


A contingent  deferred  sales charge  ("CDSC") may apply to amounts  surrendered
depending on the timing and amount of the surrender.  The maximum CDSC is 7% for
each purchase payment.  The CDSC percentage decreases by 1% annually to 0% after
seven  years  from the  date of  receipt  of each  purchase  payment.  Surrender
procedures  and the CDSC are described in the  Surrenders  section  beginning on
page 27 of this  prospectus.  A penalty tax may also be imposed at the time of a
surrender  depending on your age and other  circumstances of the surrender.  Tax
consequences  of a surrender are described in the Federal Tax Matters section on
page 32 of this  prospectus.  The right to  surrender  may be  restricted  under
certain tax-qualified plans.


What Other Charges and Deductions Apply to the Contract?


Other than the CDSC,  the Company will charge the fees and charges  listed below
unless the  Company  waives the fee or charge as  discussed  in the  Charges and
Deductions section beginning on page 19 of this prospectus:


o    a transfer fee for certain transfers between investment options;

o    an  annual  contract  maintenance  fee,  which  is  assessed  only  against
     investments in the Sub-Accounts;

o    a mortality  and expense risk  charge,  which is an expense of the Separate
     Account and charged against all assets in the Sub-Accounts (this charge may
     never be waived); and

o    premium taxes in some States (where taxes apply, they may never be waived).


In addition to charges and deductions under the Contracts,  the Portfolios incur
expenses that are passed  through to owners.  Portfolio  expenses for the fiscal
year ending  December  31, 1999 are  included in the Fee Table on page 6 of this
prospectus  and are described in the  prospectuses  and statements of additional
information for the Portfolios.


How Do I Contact the Company?


Any questions or inquiries  should be directed to the  Company's  Administrative
Office,  P.O. Box 5423,  Cincinnati,  Ohio  45201-5423,  1-800-789-6771.  Please
include the Contract number and the owner's name.




                                       5
<PAGE>


FEE TABLE

================================================================================

<TABLE>
<CAPTION>
Owner Transaction Expenses

<S>                                                                                  <C>
Maximum Contingent Deferred Sales Charge (applies to purchase payments only)              7%
Transfer Fee (applies to transfers in excess of 12 in any contract year)             $   25
Annual Contract Maintenance Fee (not assessed against fixed account options)         $   25

Separate Account Annual Expenses
(As a percentage of the average value of the owner's interest in the Sub Accounts)

Mortality and Expense Risk Charge                                                      1.25%
Administration Charge                                                                  0.00%
                                                                                     ------
Total Separate Account Annual Expenses                                                 1.25%
</TABLE>

Portfolio Annual Expenses (After Expense  Reimbursement) for Year Ended
12/31/99 (1)
(As a percentage of Portfolio average net assets)


<TABLE>
<CAPTION>

Sub-Account
                                                                  Management    Other      Total
                                                                     Fees      Expenses   Expenses
- ---------------------------------------------------------------   ----------   --------   --------
<S>                                                                  <C>          <C>       <C>
Janus A.S.-Aggressive Growth Portfolio(2)                            0.65         0.02      0.67
Janus A.S.-Worldwide Growth Portfolio(2)                             0.65         0.05      0.70
Janus A.S.-Balanced Portfolio(2)                                     0.65         0.02      0.67
Janus A.S.-Capital Appreciation Portfolio(2)                         0.65         0.04      0.69
Dreyfus V.I.F.-Appreciation Portfolio                                0.75         0.03      0.78
Dreyfus V.I.F.-Growth and Income Portfolio                           0.75         0.04      0.79
Dreyfus V.I.F.-Small Cap Portfolio                                   0.75         0.03      0.78
The Dreyfus Socially Responsible Growth Fund, Inc.                   0.75         0.04      0.79
Dreyfus Stock Index Fund                                             0.25         0.01      0.26
Strong Opportunity Fund II, Inc.                                     1.00         0.14      1.14
Deutsche VIT EAFE(R)Equity Index Fund                                0.26         0.39      0.65
Deutsche VIT Equity 500 Index Fund                                   0.14         0.16      0.30
Deutsche VIT Small Cap Index Fund                                    0.13         0.32      0.45
Merrill Lynch V.S.F.-Basic Value Focus Fund                          0.60         0.06      0.66
Merrill Lynch V.S.F.-Global Strategy Focus Fund                      0.65         0.08      0.73
Merrill Lynch V.S.F.-High Current Income Fund                        0.50         0.02      0.52
Merrill Lynch V.S.F.-Domestic Money Market Fund                      0.50         0.05      0.55
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                      0.14         0.56      0.70
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                  0.00         1.10      1.10
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio            0.85         0.35      1.20
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio        0.85         0.24      1.09
</TABLE>



                                       6
<PAGE>




The purpose of the Fee Table is to assist the owner in understanding the various
costs and expenses that an owner will bear directly or indirectly. The Fee Table
reflects  expenses of the  Separate  Account as well as of the  Portfolios.  The
Separate Account expenses are discussed more fully in the Charges and Deductions
section  beginning on page 19 of this  prospectus.  The  Portfolio  expenses are
discussed  more  fully in the  Portfolio  prospectuses.  Premium  taxes may also
apply.


================================================================================


(1)  Data for each Portfolio are for its fiscal year ended December 31, 1999.
     Actual expenses in future years may be higher or lower. Portfolios may have
     agreements with their advisors to cap or waive fees, and/or to reduce or
     waive expenses or to reimburse expenses. The specific terms of such
     waivers, reductions or reimbursements are discussed in the Portfolio
     prospectuses. Fees and expenses shown below are actual fees and expenses
     before any applicable fee waivers or reductions or expense reimbursements.


(2)  Expenses are based upon expenses for the fiscal year ended December 31,
     1999, restated to reflect a reduction in the management fee for the Janus
     Aspen Portfolios.


<TABLE>
<CAPTION>

Sub-Account                                                      Management     Other        Total
                                                                    Fees       Expenses     Expenses
- -------------------------------------------------------------   -----------    --------     --------
<S>                                                                 <C>          <C>          <C>
Janus A.S.-Aggressive Growth Portfolio(2)                           0.65         0.02         0.67
Janus A.S.-Worldwide Growth Portfolio(2)                            0.65         0.05         0.70
Janus A.S.-Balanced Portfolio(2)                                    0.65         0.02         0.67
Janus A.S.-Capital Appreciation Portfolio(2)                        0.65         0.04         0.69
Dreyfus V.I.F.-Appreciation Portfolio                               0.75         0.03         0.78
Dreyfus V.I.F.-Growth and Income Portfolio                          0.75         0.04         0.79
Dreyfus V.I.F.-Small Cap Portfolio                                  0.75         0.03         0.78
The Dreyfus Socially Responsible Growth Fund, Inc.                  0.75         0.04         0.79
Dreyfus Stock Index Fund                                            0.25         0.01         0.26
Strong Opportunity Fund II, Inc.                                    1.00         0.14         1.14
Deutsche VIT EAFE(R)Equity Index Fund                               0.45         0.69         1.15
Deutsche VIT Equity 500 Index Fund                                  0.20         0.23         0.43
Deutsche VIT Small Cap Index Fund                                   0.35         0.83         1.18
Merrill Lynch V.S.F.-Basic Value Focus Fund                         0.60         0.06         0.66
Merrill Lynch V.S.F.-Global Strategy Focus Fund                     0.65         0.08         0.73
Merrill Lynch V.S.F.-High Current Income Fund                       0.50         0.02         0.52
Merrill Lynch V.S.F.-Domestic Money Market Fund                     0.50         0.05         0.55
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                     0.40         0.56         0.96
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                 0.80         1.10         1.90
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio           0.85         0.35         1.20
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio       0.85         0.24         1.09
</TABLE>


                                       7
<PAGE>



<TABLE>
<CAPTION>

Examples                                                                 Example #1--Assuming Surrender

                                                                 If the owner  surrenders  his or her  Contract at the
                                                                 end of the  applicable  time  period,  the  following
                                                                 expenses would be charged on a $1,000 investment:

- ---------------------------------------------------------------- ------------------------------------------------------
Sub-Account                                                         1 Year         3 Years       5 Years     10 Years
- ---------------------------------------------------------------- -------------- -------------- ------------ -----------
<S>                                                                  <C>             <C>          <C>         <C>
Janus A.S.-Aggressive Growth Portfolio                               $91             $117         $151        $293
Janus A.S.-Worldwide Growth Portfolio                                $91             $118         $152        $297
Janus A.S.-Balanced Portfolio                                        $91             $117         $151        $293
Janus A.S.-Capital Appreciation Portfolio                            $91             $118         $152        $295
Dreyfus V.I.F.-Appreciation Portfolio                                $92             $121         $157        $307
Dreyfus V.I.F.-Growth and Income Portfolio                           $92             $121         $157        $308
Dreyfus V.I.F.-Small Cap Portfolio                                   $92             $121         $157        $307
The Dreyfus Socially Responsible Growth Fund, Inc.                   $92             $121         $157        $308
Dreyfus Stock Index Fund                                             $86             $104         $127        $237
Strong Opportunity Fund II, Inc.                                     $95             $132         $177        $354
Deutsche VIT EAFE(R)Equity Index Fund                                $90             $116         $149        $290
Deutsche VIT Equity 500 Index Fund                                   $87             $105         $129        $242
Deutsche VIT Small Cap Index Fund                                    $88             $110         $138        $263
Merrill Lynch V.S.F.-Basic Value Focus Fund                          $91             $117         $150        $291
Merrill Lynch V.S.F.-Global Strategy Focus Fund                      $91             $119         $154        $301
Merrill Lynch V.S.F.-High Current Income Fund                        $89             $112         $142        $272
Merrill Lynch V.S.F.-Domestic Money Market Fund                      $89             $113         $144        $277
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                      $91             $118         $152        $297
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                  $95             $131         $175        $349
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio            $96             $134         $181        $361
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio        $95             $131         $174        $347

<CAPTION>

Examples                                                               Example #2--Assuming No Surrender

                                                                  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:
- ----------------------------------------------------------------  --------------------------------------------------
Sub-Account                                                         1 Year      3 Years      5 Years     10 Years
- ----------------------------------------------------------------  ------------ ----------- ------------ ------------
<S>                                                                  <C>          <C>          <C>          <C>
Janus A.S.-Aggressive Growth Portfolio                               $21          $67          $121         $293
Janus A.S.-Worldwide Growth Portfolio                                $21          $68          $122         $297
Janus A.S.-Balanced Portfolio                                        $21          $67          $121         $293
Janus A.S.-Capital Appreciation Portfolio                            $21          $68          $122         $295
Dreyfus V.I.F.-Appreciation Portfolio                                $22          $71          $127         $307
Dreyfus V.I.F.-Growth and Income Portfolio                           $22          $71          $127         $308
Dreyfus V.I.F.-Small Cap Portfolio                                   $22          $71          $127         $307
The Dreyfus Socially Responsible Growth Fund, Inc.                   $22          $71          $127         $308
Dreyfus Stock Index Fund                                             $16          $54           $97         $237
Strong Opportunity Fund II, Inc.                                     $25          $82          $147         $354
Deutsche VIT EAFE(R)Equity Index Fund                                $20          $66          $119         $290
Deutsche VIT Equity 500 Index Fund                                   $17          $55           $99         $242
Deutsche VIT Small Cap Index Fund                                    $18          $60          $108         $263
Merrill Lynch V.S.F.-Basic Value Focus Fund                          $21          $67          $120         $291
Merrill Lynch V.S.F.-Global Strategy Focus Fund                      $21          $69          $124         $301
Merrill Lynch V.S.F.-High Current Income Fund                        $19          $62          $112         $272
Merrill Lynch V.S.F.-Domestic Money Market Fund                      $19          $63          $114         $277
Morgan Stanley UIF, Inc.-Fixed Income Portfolio                      $21          $68          $122         $297
Morgan Stanley UIF, Inc.-U.S. Real Estate Portfolio                  $25          $81          $145         $349
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio            $26          $84          $151         $361
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio        $25          $81          $144         $347
</TABLE>


The examples are not  indicative  of past or future  expenses or annual rates of
return of any Portfolio.  Actual expenses and annual rates of return may be more
or less than those assumed in the examples. The examples assume the reinvestment
of all dividends and  distributions,  no transfers among Sub-Accounts or between
the fixed account options and the  Sub-Accounts  and a 5% annual rate of return.
The contract  maintenance fee is reflected in the examples as a charge of $ 0.82
per year based on the ratio of actual  contract  maintenance  fees collected for
the year ended 12/31/99 to total net assets as of 12/31/99.  The examples do not
include charges for premium taxes.



                                       8
<PAGE>


CONDENSED FINANCIAL INFORMATION

================================================================================

<TABLE>
<CAPTION>

                Sub-Account
                                                           12/31/95      12/31/96      12/31/97       12/31/98          12/31/99
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
<S>             <C>                                       <C>           <C>          <C>            <C>                <C>
Janus           Aggressive Growth Portfolio
Aspen                    Accumulation Unit Value          10.299246      10.979832     12.217744      16.201176          36.068642
Series                   Accumulation Units                   0.000     52,219.342   207,227.419    276,028.214        396,557.687
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Worldwide Growth Portfolio
                         Accumulation Unit Value          10.239284      13.048360     15.742391      20.045287           32.55827
                         Accumulation Units                   0.000     50,730.352   425,739.592    689,148.869        910,884.507
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Balanced Portfolio
                         Accumulation Unit Value          10.171211      11.670308     14.073772      18.665828          23.368428
                         Accumulation Units                   0.000     49,603.384   409,917.307    765,170.784      1,127,059.575
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Capital Appreciation Portfolio
                          Accumulation Unit Value               N/A            N/A           N/A            N/A          13.247549
                          Accumulation Units                    N/A            N/A           N/A            N/A         87,500.549
                            Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
Dreyfus         Appreciation Portfolio
Variable                 Accumulation Unit Value           9.944353      12.330543     15.594553      20.056205          22.077832
Investment               Accumulation Units                   0.000     33,424.286   247,118.575    445,340.210        636,602.361
Fund                       Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Growth and Income Portfolio
                         Accumulation Unit Value                N/A            N/A     11.475350      12.672693          14.629800
                         Accumulation Units                     N/A            N/A    48,865.286    153,859.242        219,498.240
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Small Cap Portfolio
                         Accumulation Unit Value                N/A            N/A     12.145032      11.582209          14.087437
                         Accumulation Units                     N/A            N/A    86,150.930    256,140.224        387,630.477
                           Outstanding
- ------------------------------------------------------- ------------- ------------- ------------- ----------------- ---------------
The Dreyfus Socially Responsible Growth Fund, Inc.
                         Accumulation Unit Value           9.960199      11.924561     15.126449      19.329493          24.833578
                         Accumulation Units                   0.000     15,316.028   132,957.488    229,710.625        343,851.835
                           Outstanding
- ------------------------------------------------------- ------------ -------------- ------------- ----------------- ---------------
Dreyfus Stock Index Fund
                         Accumulation Unit Value           9.992509      12.092195     15.879169      20.107787           23.95175
                         Accumulation Units                   0.000     29,203.177   324,713.323    665,996.241        924,662.564
                           Outstanding

- ------------------------------------------------------- ------------- ------------- ------------- ----------------- ---------------
Strong Opportunity Fund II, Inc.
                         Accumulation Unit Value                N/A            N/A     12.311565      13.806405          18.396025
                         Accumulation Units                     N/A            N/A    35,542.297    120,817.718        166,404.289
                           Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
Deutsche        Deutsche VIT EAFE(R) Equity Index Fund
Asset                     Accumulation Unit Value               N/A            N/A           N/A            N/A          11.970215
Management                Accumulation Units                    N/A            N/A           N/A            N/A          3,810.276
VIT Funds                   Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Deutsche VIT Equity 500 Index Fund
                         Accumulation Unit Value                N/A            N/A           N/A            N/A          10.825867
                         Accumulation Units                     N/A            N/A           N/A            N/A         10,177.237
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Deutsche VIT Small Cap Index Fund
                         Accumulation Unit Value                N/A            N/A           N/A            N/A          11.617671
                         Accumulation Units                     N/A            N/A           N/A            N/A          8,647.306
                           Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
Merrill Lynch   Basic Value Focus Fund
Variable                 Accumulation Unit Value          10.147434      12.094664     14.408954      15.575121          18.631352
Series Funds,            Accumulation Units                   0.000      6,820.503    68,181.594    154,675.988        194,136.375
Inc.                       Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Global Strategy Focus Fund
                         Accumulation Unit Value          10.105242      11.294096     12.486612      13.426667          16.095271
                         Accumulation Units                   0.000      2,114.707    17,615.512     25,160.717         26,916.938
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                High Current Income Fund
                         Accumulation Unit Value          10.118436      11.119068     12.189961      11.667978          12.209776
                         Accumulation Units                   0.000      6,837.357    65,756.981    119,716.657        132,170.589
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                Domestic Money Market Fund
                         Accumulation Unit Value           1.002475       1.041216      1.079946       1.118170           1.153121
                         Accumulation Units                   0.000    325,331.820   697,535.841    876,845.270      1,221,067.482
                           Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
Morgan          Fixed Income Portfolio
Stanley                  Accumulation Unit Value                N/A            N/A     10.740991      11.446708          11.121384
UIF, Inc.                Accumulation Units                     N/A            N/A     7,144.949     67,599.236         99,847.422
                           Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                U.S. Real Estate Portfolio
                         Accumulation Unit Value                N/A            N/A     12.291156      10.820841          10.529927
                         Accumulation Units                     N/A            N/A    19,438.406     61,094.222         75,971.027
                           Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
PBHG            PBHG Growth II Portfolio
Insurance                Accumulation Unit Value                N/A            N/A     10.661135      11.391453          22.299325
Series                   Accumulation Units                     N/A            N/A    15,905.540     27,306.830         38,048.576
Fund, Inc.                         Outstanding
                --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
                PBHG Tech. & Communications Portfolio
                         Accumulation Unit Value                N/A            N/A     10.323925      13.480010          44.519838
                         Accumulation Units                     N/A            N/A    51,276.959    112,549.063        251,774.582
                           Outstanding
- --------------- --------------------------------------- ------------- ------------- ------------- ----------------- ---------------
</TABLE>



                                       9
<PAGE>



The  above  table  gives  year-end   Accumulation   Unit  information  for  each
Sub-Account  from the end of the year of inception  to December  31, 1999.  This
information  should be read in conjunction with the Separate  Account  financial
statements,  including the notes to those statements. The beginning Accumulation
Unit Value for each  Sub-Account  other than the Merrill  Lynch  Domestic  Money
Market Fund  Sub-Account  was  10.000000  as of  December 7, 1995 (the  Separate
Account  commencement  date),  or as of May 1, 1997 (the  effective  date of the
Sub-Account),  for  all of  the  PBHG,  Morgan  Stanley  UIF,  Inc.  and  Strong
Opportunity Fund II, Inc.  Sub-Account and for the Dreyfus VIF Growth and Income
and Small Cap Portfolio Sub-Accounts, or as of May 1,1999 (the effective date of
the  Sub-Account)  for the Janus  Capital  Appreciation  Portfolio and the three
Deutsche Asset Management VIT Funds. The beginning  Accumulation  Unit Value for
the Merrill  Lynch  Domestic  Money Market Fund  Sub-Account  was 1.000000 as of
December 7, 1995.


Financial Statements

The financial statements and reports of independent auditors for the Company and
for  the  Separate   Account  are  included  in  the   statement  of  additional
information.


                                       10
<PAGE>


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.  Performance  data and a more detailed
description of the methods used to determine yield and total return are included
in 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 "effective yield" of the money market Sub-Account is the same as the
"yield"  except  that it  assumes  reinvestment  of the  income  earned  in that
Sub-Account.  The effective yield will be slightly higher than the yield because
of the  compounding  effect of this assumed  reinvestment.  The Company does not
advertise yields for any Sub-Account other than the money market Sub-Account.

Total Return Data

The Company may advertise two types of total return data:  "average annual total
return" and "cumulative  total return." Average annual total return is presented
in both standardized and non-standardized form. "Standardized" total return data
reflects the  deduction of all charges that apply to all Contracts of that type,
except  for  premium  taxes.  The  contingent  deferred  sales  charge  ("CDSC")
reflected in  standardized  total return is the percentage CDSC that would apply
at the end of the period  presented,  assuming the purchase payment was received
on the first day of the period presented.  "Non-standardized"  total return data
does  not  reflect  the  deduction  of  CDSCs  and  contract  maintenance  fees.
Cumulative  total return data is currently  presented  only in  non-standardized
form.

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.


"Average annual total return" is either  hypothetical or actual return data that
reflects performance of a Sub-Account for a one-year period or for an average of
consecutive   one-year   periods.   If  average  annual  total  return  data  is
hypothetical,  it reflects  performance for a period of time before the Separate
Account commenced operations.  When a Sub-Account has been in operation for one,
five and ten years,  average  annual total  return will be  presented  for these
periods, although other periods may be presented as well.


"Cumulative  total  return" is either  hypothetical  or actual  return data that
reflects  the  performance  of a  Sub-Account  from the  beginning of the period
presented to the end of the period presented. If cumulative total return data is
hypothetical,  it reflects  performance for a period of time before the Separate
Account commenced operations.

Other Performance Measures

The Company may include in reports and  promotional  literature  rankings of the
Sub-Accounts,  the  Separate  Account  or the  Contracts,  as  published  by any
service,  company,  or person who ranks  separate  accounts or other  investment
products on overall  performance or other  criteria.  Examples of companies that
publish   such   rankings  are  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
Morningstar.

The Company may also:

o    compare the  performance of a Sub-Account  with  applicable  indices and/or
     industry averages;

o    present  performance  information that reflects the effects of tax-deferred
     compounding on Sub-Account investment returns;

o    compare  investment  return on a tax-deferred  basis with currently taxable
     investment return;

o    illustrate investment returns by graphs, charts, or otherwise.




                                       11
<PAGE>


THE PORTFOLIOS

================================================================================


The Separate Account is currently divided into 21 Sub-Accounts. Each Sub-Account
is invested in a Portfolio. Each Portfolio has its own investment objectives and
policies. The current Portfolio  prospectuses,  which accompany this prospectus,
contain additional information concerning the investment objectives and policies
of each Portfolio,  the investment advisory services and administrative services
of each Portfolio and the charges of each Portfolio.  There is no assurance that
the  Portfolios  will  achieve  their  stated  objectives.  You should  read the
Portfolio  prospectuses  carefully  before  making any decision  concerning  the
allocation of purchase payments to, or transfers among, the Sub-Accounts.


All dividends and capital gains  distributed by the Portfolios are reinvested in
the Separate  Account and  reflected  in  Accumulation  Unit  Values.  Portfolio
dividends and net capital gains are not distributed to owners.


The Securities and Exchange  Commission does not supervise the management or the
investment  practices  and/or policies of any of the Portfolios.  The Portfolios
are  available  only through  insurance  company  separate  accounts and certain
qualified retirement plans. Though a Portfolio may have a name and/or investment
objectives  which are  similar to those of a  publicly  available  mutual  fund,
and/or may be managed by the same  investment  advisor  that  manages a publicly
available mutual fund, the performance of the Portfolio is entirely  independent
of the performance of any publicly  available  mutual fund.  Neither the Company
nor the Portfolios  make any  representations  or assurances that the investment
performance  of any  Portfolio  will be the same or  similar  to the  investment
performance of any publicly available mutual fund.


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

Janus Aspen Series
- --------------------------------------------------------------------------------

Advisor:                      Aggressive Growth Portfolio

Janus Capital Corporation     A  non-diversified  portfolio that seeks long-term
                              growth of capital by investing primarily in common
                              stocks  selected for their growth  potential,  and
                              normally invests at least 50% of its equity assets
                              in medium-sized companies.

Advisor:                      Worldwide Growth Portfolio

Janus Capital Corporation     A  diversified   portfolio  that  seeks  long-term
                              growth of capital in a manner  consistent with the
                              preservation of capital by investing  primarily in
                              common stocks of companies of any size  throughout
                              the world.  International  investing  may  present
                              special risks, including currency fluctuations and
                              social and  political  developments.  For  further
                              discussion   of   the   risks    associated   with
                              international  investing,  please see the attached
                              Janus Aspen Series prospectus.

Advisor:                      Balanced Portfolio

Janus Capital Corporation     A  diversified   portfolio  that  seeks  long-term
                              capital growth,  consistent  with  preservation of
                              capital  and  balanced  by  current  income.   The
                              Portfolio normally invests 40-60% of its assets in
                              securities  selected  primarily  for their  growth
                              potential  and 40-60% of its assets in  securities
                              selected primarily for their income potential. The
                              Portfolio will normally invest at least 25% of its
                              assets in fixed-income securities.

Advisor:                      Capital Appreciation Portfolio

Janus Capital Corporation     A  non-diversified  portfolio that seeks long-term
                              growth of capital by investing primarily in common
                              stocks  selected for their growth  potential.  The
                              Portfolio may invest in companies of any size from
                              larger,  well-established  companies  to  smaller,
                              emerging growth companies.



                                       12
<PAGE>


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

Dreyfus Portfolios
- --------------------------------------------------------------------------------

Advisor:                      Dreyfus Variable Investment Fund- Appreciation
                              Portfolio

The Dreyfus Corporation       The   Appreciation   Portfolio  seeks  to  provide
                              long-term   capital  growth  consistent  with  the
                              preservation  of  capital.  Current  income  is  a
Sub-Advisor:                  secondary  goal.  It seeks to achieve its goals by
Fayez Sarofim & Co.           investing   in   common   stocks,    focusing   on
                              "blue-chip"  companies with total market values of
                              more than $5 billion at the time of purchase.

Advisor:                      Dreyfus Variable Investment Fund-Growth and Income
                              Portfolio

The Dreyfus Corporation       The Growth and Income  Portfolio  seeks  long-term
                              capital  growth,  current  income  and  growth  of
                              income,   consistent  with  reasonable  investment
                              risk. This Portfolio  invests in stock,  bonds and
                              money market  instruments  of domestic and foreign
                              issuers.

Advisor:                      Dreyfus Variable Investment Fund-Small Cap
                              Portfolio

The Dreyfus Corporation       The Small Cap Portfolio seeks to maximize  capital
                              appreciation.  This Portfolio generally invests at
                              least 65% of its  assets in common  stocks of U.S.
                              and foreign  companies.  This Portfolio focuses on
                              small-cap  companies  with total market  values of
                              less than $1.5 billion.

Advisor:                      The Dreyfus Socially Responsible Growth Fund, Inc.

The Dreyfus Corporation       The Dreyfus Socially Responsible Growth Fund, Inc.
                              seeks  to  provide  capital  growth  with  current
                              income as a secondary goal. To pursue these goals,
Sub-Advisor:                  the Fund invests  primarily in the common stock of
NCM Capital Management        companies  that,  in the  opinion  of  the  Fund's
Group, Inc.                   management,  meet traditional investment standards
                              and  conduct  their  business  in  a  manner  that
                              contributes  to the enhancement of  the quality of
                              life in America.

Advisor:                      Dreyfus Stock Index Fund

The Dreyfus Corporation       The  Dreyfus  Stock  Index Fund seeks to match the
                              total   return  of  the   Standard  &  Poor's  500
                              Composite  Stock Price Index. To pursue this goal,
                              the Fund  generally  invests in all the 500 Stocks
Index Manager:                in the S&P 500(R) in proportion to their weighting
Mellon Equity Associates      in the index. The Fund is not sponsored, endorsed,
(an affiliate of Dreyfus)     sold  or  promoted  by  Standard  &  Poor's,   and
                              Standard   &  Poor's   makes   no   representation
                              regarding  the  advisability  of  investing in the
                              Fund.




                                       13
<PAGE>


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

Strong Opportunity Fund II, Inc.
- --------------------------------------------------------------------------------

Advisor:                      Strong Opportunity Fund II, Inc.

Strong Capital Management,    The investment objective of the Strong Opportunity
Inc.                          Fund II is to seek  capital  growth.  It currently
                              emphasizes medium-sized companies that the Advisor
                              believes  are  under-researched  and  attractively
                              valued.

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

Deutsche Asset Management VIT Funds
- --------------------------------------------------------------------------------

Advisor:                      Deutsche VIT EAFE(R) Equity Index Fund

Bankers Trust Company         The EAFE(R)  Equity  Index Fund seeks to replicate
                              as  closely  as  possible  (before   deduction  of
                              expenses)  the  total  return  of  Morgan  Stanley
                              Capital   International   (MSCI)   (the   "EAFE(R)
                              Index"),  a  widely  accepted  benchmark  of stock
                              performance   of  major   companies   in   Europe,
                              Australia  and the Far East.  The Fund will invest
                              primarily in international  companies that compose
                              the EAFE(R) Index,  using  statistical  methods to
                              replicate the EAFE(R) Index in  approximately  the
                              same weightings.  Securities purchased by the Fund
                              will generally, but not necessarily,  be traded on
                              a foreign securities exchange.

Advisor:                      Deutsche VIT Equity 500 Index Fund

Bankers Trust Company         The Equity 500 Index  Fund seeks to  replicate  as
                              closely as possible (before deduction of expenses)
                              the total  return  of the  Standard  & Poor's  500
                              Composite  Stock Price  Index (the "S&P  500(R)"),
                              which emphasizes  stocks of large U.S.  Companies.
                              The Portfolio will invest  primarily in the common
                              stock of those companies  included in the S&P 500,
                              selected  on  the  basis  of  computer   generated
                              statistical  data, that are deemed  representative
                              of the industry  diversification of the entire S&P
                              500.

Advisor:                      Deutsche VIT Small Cap Index Fund

Bankers Trust Company         The Small Cap Index  Fund  seeks to  replicate  as
                              closely as possible (before deduction of expenses)
                              the total  return of the Russell  2000 Small Stock
                              Index (the "Russell 2000(R)"), an index consisting
                              of 2,000  small-capitalization  common stocks. The
                              Fund will invest  primarily in companies  included
                              in the Russell 2000,  on the basis of  statistical
                              data,  that  are  deemed   representative  of  the
                              industry  diversification  of the  entire  Russell
                              2000.


                                       14
<PAGE>


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

Merrill Lynch Variable Series Fund, Inc.
- --------------------------------------------------------------------------------

Advisor:                      Basic Value Focus Fund

Merrill Lynch Asset           The investment  objective of the Basic Value Focus
Management, L.P.              Fund  is  to  seek   capital   appreciation   and,
                              secondarily,  income by investing  in  securities,
                              primarily   equities,   that   management  of  the
                              Portfolio  believes are  undervalued and therefore
                              represent basic  investment  value.  The Portfolio
                              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.   See  the  attached   prospectus  for  the
                              Portfolio.

Advisor:                      Global Strategy Focus Fund

Merrill Lynch Asset           The  investment  objective of the Global  Strategy
Management, L.P.              Focus 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
                              Portfolio   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  Portfolio  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 Portfolio.

Advisor:                      High Current Income Fund

Merrill Lynch Asset           The  primary  investment  objective  of  the  High
Management, L. P.             Current  Income  Fund is to obtain a high level of
                              current  income.  As a  secondary  objective,  the
                              Portfolio   seeks   capital    appreciation   when
                              consistent   with  its  primary   objective.   The
                              Portfolio   primarily   invests  in   fixed-income
                              securities with lower credit quality,  which means
                              equivalent to or below the fourth  highest  rating
                              level of recognized rating agencies, or in unrated
                              securities  of comparable  quality.  The Portfolio
                              also invests in junk bonds.  Investments  in these
                              securities entail relatively  greater risk of loss
                              of  income or  principal.  An  investment  in this
                              Portfolio may not be  appropriate as the exclusive
                              investment  to fund a contract.  See the  attached
                              prospectus for the Portfolio.

Advisor:                      Domestic Money Market Fund

Merrill Lynch Asset           The  investment  objectives of the Domestic  Money
Management,   L.P.            Market Fund are to seek  preservation  of capital,
                              0maintain   liquidity   and  achieve  the  highest
                              possible   current  income   consistent  with  the
                              foregoing  objectives  by investing in  short-term
                              domestic money market securities.  The Portfolio's
                              goals  are  to  produce   current   income   while
                              attempting to maintain a share value of $1.00. See
                              the attached prospectus for the Portfolio.



                                       15
<PAGE>



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

The Universal Institutional Funds, Inc.
- --------------------------------------------------------------------------------

Advisor:                      Fixed Income Portfolio

Miller Anderson & Sherrerd,   The  investment  objective  of  the  Fixed  Income
LLP (an indirect wholly       Portfolio  is to seek  above-average  total return
owned subsidiary of Morgan    over a market  cycle  of  three  to five  years by
Stanley Dean Witter & Co.)    investing   primarily  in  a  diversified  mix  of
                              dollar-denominated  investment  grade fixed income
                              securities,    particularly    U.S.    Government,
                              corporate and mortgage  securities.  The Portfolio
                              ordinarily  will  maintain  an  average   weighted
                              maturity  in excess of five years.  The  Portfolio
                              may       invest        opportunistically       in
                              non-dollar-denominated    securities   and   below
                              investment grade securities.

Advisor:                      U.S. Real Estate Portfolio

Morgan Stanley Asset          The  investment  objective of the U.S. Real Estate
Management (a wholly owned    Portfolio is to seek above-average  current income
subsidiary of Morgan          and long-term  capital  appreciation  by investing
Stanley Dean Witter & Co.)    primarily  in  equity   securities   of  U.S.  and
                              non-U.S. companies engaged in the U.S. real estate
                              industry,  including Real Estate Investment Trusts
                              (REITs).

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

PBHG Insurance Series Fund, Inc.
- --------------------------------------------------------------------------------

Advisor:                      PBHG Growth II Portfolio

Pilgrim Baxter & Associates,  The  investment  objective  of the PBHG  Insurance
Ltd.                          Series  Growth  II  Portfolio  is to seek  capital
                              appreciation.  The Portfolio  invests primarily in
                              common stocks and convertible  securities of small
                              and  medium   sized   growth   companies   (market
                              capitalization  or annual  revenues  between  $500
                              million and $10 billion)  that,  in the  advisor's
                              opinion,  have strong business momentum,  earnings
                              growth  and  potential  for  significant   capital
                              appreciation.

Advisor:                      PBHG Technology & Communications Portfolio

Pilgrim Baxter &  Associates, The  investment  objective  of the PBHG  Insurance
Ltd.                          Series Technology & Communications Portfolio is to
                              seek long-term  growth of capital.  Current income
                              is incidental to the  Portfolio's  objective.  The
                              Portfolio,  a  non-diversified  fund,  invests  in
                              common stocks of companies  doing  business in the
                              Technology  and  Communications   sectors  of  the
                              market.  The Portfolio is concentrated which means
                              it will invest 25% or more of its total  assets in
                              one  or  more  of  the  industries   within  these
                              sectors.



                                       16
<PAGE>


Additions, Deletions, or Substitutions

The Company may add or delete  Sub-Accounts  at any time, or may  substitute one
Portfolio for another,  at any time.  The Company does not guarantee that any of
the  Sub-Accounts  or  any  of the  Portfolios  will  always  be  available  for
allocation of purchase  payments or transfers.  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.

Additions,  deletions or  substitutions of Sub-Accounts or Portfolios may be due
to an  investment  decision  by the  Company,  or due to an event not within the
Company's  control,  such as  liquidation  of a Portfolio  or an  irreconcilable
conflict of interest between the Separate Account and another  insurance company
which offers a Portfolio. The Portfolio prospectuses describe the possibility of
material conflict of interest in greater detail.

If the Company  eliminates a Sub-Account  or  substitutes  the shares of another
investment  company  for the shares of any  Portfolio,  the  Company  will first
obtain approval of the Securities and Exchange Commission to the extent required
by the  Investment  Company  Act of 1940,  as  amended  ("1940  Act"),  or other
applicable  law.  The Company  will also notify  owners  before it  eliminates a
Sub-Account or substitutes a Portfolio.

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.

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.

Voting Rights

To the extent required by law, all Portfolio shares held in the Separate Account
will be voted by the Company at regular and special shareholder  meetings of the
respective  Portfolios in  accordance  with  instructions  received from persons
having  voting   interests  in  the   corresponding   Sub-Account.   During  the
Accumulation  Period,  the  Company  will vote  Portfolio  shares  according  to
instructions  of owners,  unless the Company is  permitted to vote shares in its
own right.

The number of votes  that an owner may vote will be  calculated  separately  for
each  Sub-Account.  The  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's percentage interest and the total number of votes will be determined
as of the record date established by that Portfolio for voting purposes.  Voting
instructions  will be  solicited by written  communication  in  accordance  with
procedures established by the respective Portfolios.

The Company  will vote or abstain  from  voting  shares for which it receives no
timely  instructions  and shares it holds as to which owners have no  beneficial
interest  (including  shares  held  by  the  Company  as  reserves  for  benefit
payments*).  The  Company  will  vote or  abstain  from  voting  such  shares in
proportion to the voting  instructions  it receives from owners of all Contracts
participating in the Sub-Account.

Each person or entity  having a voting  interest in a  Sub-Account  will receive
proxy  material,   reports  and  other  material  relating  to  the  appropriate
Portfolio.  The  Portfolios  are not  required to hold  annual or other  regular
meetings of shareholders.

*Neither the owner nor payee has any interest in the Separate Account during the
Benefit Payment Period.  Benefit Units are merely a measure of the amount of the
payment the Company is obligated to pay on each payment date.


                                       17
<PAGE>


ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)

================================================================================

Annuity  Investors Life  Insurance  Company(R)  (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  variable  and fixed
annuity  policies.  The home  office of the Company is located at 250 East Fifth
Street, Cincinnati, Ohio 45202.

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

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.  Each year A.M.
Best Company reviews the financial status of thousands of insurers,  culminating
in the assignment of Best's  Ratings.  These ratings reflect A.M. Best Company's
opinion of the relative  financial  strength  and  operating  performance  of an
insurance  company  in  comparison  to the  norms of the  life/health  insurance
industry.  Ratings of the Company do not reflect the  investment  performance of
the Separate  Account or the degree of risk associated with an investment in the
Separate Account.

THE SEPARATE ACCOUNT

================================================================================

Annuity  Investors(R)  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  resolution  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. Under Ohio law, 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 realized or not, 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.
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 all other contracts that invest in the Separate Account.

AAG SECURITIES, INC.

================================================================================

AAG Securities,  Inc.  ("AAGS"),  an affiliate of the Company,  is the principal
underwriter and  distributor of the Contracts.  AAG Securities is a wholly owned
subsidiary  of  AAG.  AAGS  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 AAGS for acting as
underwriter according to the terms of a distribution agreement.

AAGS sells Contracts through its registered  representatives.  In addition, AAGS
may  enter  into  sales   agreements  with  other   broker-dealers   to  solicit
applications  for the Contracts  through its registered  representatives.  These
broker-dealers  are registered  with the Securities and Exchange  Commission and
are members of the NASD. All registered  representatives  who sell the Contracts
are  appointed  by the  Company as  insurance  agents and are  authorized  under
applicable state insurance regulations to sell variable annuities.


The Company or AAGS may pay  commissions to registered  representatives  of AAGS
and other  broker-dealers  of up to 8.5% of  purchase  payments  made  under the
Contracts.  These  commissions  are reduced by one-half for Contracts  issued to
owners  over age 80.  When  permitted  by state  law and in  exchange  for lower
initial  commissions,  AAGS  and/or the  Company  may pay trail  commissions  to
registered   representatives  of  AAGS  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  permitted under current law, the Company and/or
AAGS may pay  production,  persistency  and managerial  bonuses as well as other
promotional   incentives,   in  cash  or  other   compensation,   to  registered
representatives of AAGS and/or other broker-dealers.




                                       18
<PAGE>


CHARGES AND DEDUCTIONS

================================================================================


Charges and Deductions by the Company

There are two types of charges and deductions by the Company.  There are charges
assessed  to the  Contract,  which are  reflected  in the  Account  Value of the
Contract,  but not in Accumulation  Unit Values (or Benefit Unit Values).  These
charges  are  the  contingent   deferred  sales  charge,   the  annual  contract
maintenance fee, and premium taxes where applicable and transfer fees. There are
also charges assessed against the Separate Account.  These charges are reflected
in the Accumulation  Unit Values (and Benefit Unit Values) of the  Sub-Accounts.
These charges are the  mortality and expense risk charge and the  administration
charge.


The  Company  will never  charge  more to a Contract  than the fees and  charges
described  below,  even if its actual expenses exceed the total fees and charges
collected.  If the fees and charges  collected by the Company  exceed the actual
expenses  it incurs,  the excess  will be profit to the  Company and will not be
returned to owners.


Notwithstanding the above, the Company reserves the right to increase the amount
of the  transfer  fee in the  future,  and/or to charge  fees for the  automatic
transfer  programs  described in the Transfers  section  beginning on page 25 of
this prospectus,  and/or for the systematic  withdrawal program described in the
Surrenders  section  on  page  27  of  this  prospectus,  if  in  the  Company's
discretion,  it  determines  such  charges are  necessary to offset the costs of
administering transfers or systematic withdrawals.


Contingent Deferred Sales Charge ("CDSC")

Purpose of Charge             Offset  expenses  incurred  by the  Company in the
                              sale of the Contracts,  including commissions paid
                              and costs of sales literature.

Amount of Charge              Up to 7% of each  purchase  payment  depending  on
                              number  of  years  elapsed  since  receipt  of the
                              purchase payment.

<TABLE>
<CAPTION>
       ===================================================================================================================
       <S>                                            <C>      <C>      <C>      <C>     <C>      <C>      <C>   <C>
       Number of full years elapsed between date
       of receipt of purchase payment and date         0        1        2        3       4        5        6     7 or
       request for surrender received                                                                              more
       -------------------------------------------------------------------------------------------------------------------
       CDSC as a percentage of purchase payment
       surrendered                                     7%       6%       5%       4%       3%      2%       1%       0%
       ===================================================================================================================
</TABLE>

When Assessed                 On partial or full surrenders of purchase payments
                              during Accumulation Period.

Assessed Against What         Purchase  payments  only,  not  earnings.  See the
                              Surrenders   section   of  this   prospectus   for
                              information on order of withdrawal of earnings and
                              purchase payments.

Waivers                       o    Free withdrawal privilege. See the Surrenders
                                   section for information.

                              o    In the Company's discretion where the Company
                                   incurs reduced sales and servicing expenses.

                              o    Upon  separation  from  service  if  Contract
                                   issued  with  employer  plan  endorsement  or
                                   deferred compensation endorsement.

                              o    If Contract  is issued  with a tax  sheltered
                                   annuity  endorsement (and without an employer
                                   plan  endorsement):  (i) upon separation from
                                   service  if  owner  has  attained  age 55 and
                                   Contract has been in force for at least seven
                                   years;  or (ii)  after  Contract  has been in
                                   force fifteen years or more.

                              o    Long  term  care   waiver   rider.   See  the
                                   Surrenders section for information.

                              o    If   the   Social   Security   Administration
                                   determines  after the Contract is issued that
                                   the  owner  is  "disabled"  as  that  term is
                                   defined in the Social  Security  Act of 1935,
                                   as amended.

                              o    Successor Owner endorsement.  See the Account
                                   Value section for information.

                              o    Where required to satisfy state law.


                                       19
<PAGE>


Contract Maintenance Fee

Purpose of Charge             Offset expenses  incurred in issuing the Contracts
                              and in maintaining  the Contracts and the Separate
                              Account.

Amount of Charge              $25.00 per year.

When Assessed                 During  the  Accumulation  Period  the  charge  is
                              deducted on each anniversary of the effective date
                              of the  Contract,  and at time of full  surrender.
                              During the Benefit Payment Period a portion of the
                              charge  is  deducted  from  each  variable  dollar
                              benefit  payment.

Assessed  Against  What       Amounts invested in the  Sub-Accounts.  During the
                              Accumulation  Period,  the charge is deducted  pro
                              rata from the  Sub-Accounts  in which the Contract
                              has an interest on the date of the charge.  During
                              the Benefit Payment Period,  a pro rata portion of
                              the annual  charge is deducted  from each  benefit
                              payment from the variable  account.  The charge is
                              not assessed against the fixed account options.


Waivers                       o    During  Accumulation  Period if Account Value
                                   is at  least  $30,000  on  the  date  of  the
                                   charge.

                              o    During  Benefit  Payment Period if the amount
                                   applied  to a variable  dollar  benefit is at
                                   least $30,000.


                              o    In the Company's discretion where the Company
                                   incurs reduced sales and servicing expenses.

                              o    During Benefit  Payment Period where required
                                   to satisfy state law.

Transfer Fee

Purpose of Charge             Offset   cost   incurred  in   administering   the
                              Contracts.

Amount of Charge              $25  for  each  transfer  in  excess  of 12 in any
                              contract year.  The Company  reserves the right to
                              change the amount of this charge at any time.

When Assessed                 During Accumulation Period.

Assessed Against What         Deducted from amount transferred.

Waivers                       Currently,  the  transfer  fee does  not  apply to
                              transfers   associated   with  the   dollar   cost
                              averaging,    interest    sweep   and    portfolio
                              rebalancing  programs.  Transfers  associated with
                              these  programs  do not count  toward  the 12 free
                              transfers   permitted  in  a  contract  year.  The
                              Company  reserves  the  right  to  eliminate  this
                              waiver at any time.

Administration Charge

Purpose of Charge             Offset  expenses  incurred  in  administering  the
                              Contracts and the Separate Account.

Amount of Charge              The  Company  has not  imposed  an  administration
                              charge.

When Assessed                 During  the  Accumulation  Period  and  during the
                              Benefit   Payment  Period  if  a  variable  dollar
                              benefit is elected.

Assessed Against What         Amounts invested in the Sub-Accounts. Not assessed
                              against the fixed account options.

Waivers                       Not applicable.


                                       20
<PAGE>


Mortality and Expense Risk Charge

Purpose of Charge             Compensation  for bearing  certain  mortality  and
                              expense risks under the Contract.  Mortality risks
                              arise from the Company's obligation to pay benefit
                              payments  during the Benefit Payment Period and to
                              pay the death benefit. 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,  transfer
                              fees and administration charges.


Amount of Charge              Daily  charge  equal to 0.003403% of the daily Net
                              Asset   Value   for   each   Sub-Account,    which
                              corresponds to an effective  annual rate of 1.25%.
                              The  Company  estimates  that the  mortality  risk
                              component  of this charge is 0.75% and the expense
                              risk component is 0.50%.


When Assessed                 During  the  Accumulation  Period,  and during the
                              Benefit   Payment  Period  if  a  variable  dollar
                              benefit is elected.

Assessed Against What         Amounts invested in the Sub-Accounts. Not assessed
                              against the fixed account options.

Waivers                       None.

Premium Taxes

Certain state and local governments  impose premium taxes. These taxes currently
range up to 5.0%  depending upon the  jurisdiction.  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,  but no earlier than
when the Company incurs a tax liability under state law.

Discretionary Waivers of Charges

The Company will look at the  following  factors to determine if it will waive a
charge, in part or in full, due to reduced sales and servicing expenses: (1) the
size and type of the group to which sales are to be made;  (2) the total  amount
of purchase payments to be received;  and (3) any prior or existing relationship
with the Company.  The Company would expect to incur reduced sales and servicing
expenses in connection with Contracts  offered to employees of the Company,  its
subsidiaries and/or affiliates.  There may be other circumstances,  of which the
Company  is not  presently  aware,  which  could  result  in  reduced  sales and
servicing  expenses.  In no event  will the  Company  waive a charge  where such
waiver would be unfairly discriminatory to any person.

Expenses of the Portfolios


In  addition to charges  and  deductions  by the  Company,  there are  Portfolio
management  fees  and  administration   expenses  which  are  described  in  the
prospectus  and  statement of additional  information  for each  Portfolio.  The
actual  Portfolio  fees and expenses for the prior calendar year are included in
the Fee Table on page 6 of this prospectus.  Portfolio  expenses,  like Separate
Account  expenses,  are reflected in  Accumulation  Unit Values (or Benefit Unit
Values).



                                       21
<PAGE>


THE CONTRACTS

================================================================================

Each  Contract  is an  agreement  between  the  Company  and the owner.  Values,
benefits and charges are calculated separately for each Contract.

Because 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  in a given  State may  depend on that  State's
approval  of the  Contracts.  Where  required  by state law or  regulation,  the
Contracts will be modified accordingly.

Right to Cancel

The owner of a  Contract  may cancel it before  midnight  of the  twentieth  day
following the date the owner  receives the Contract.  For a valid  cancellation,
the Contract must be returned to the Company, and written notice of cancellation
must be given to the  Company,  or to the agent who sold the  Contract,  by that
deadline.  If mailed,  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,  the  Contract  will be void and the Company  will
refund the purchase payment(s) paid for it 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.  When required by state or federal
law, the Company will return the purchase  payments  without any investment gain
or loss,  during all or part of the right to cancel  period.  When  required  by
state law, the right to cancel period may be longer than 20 days.

Persons With Rights Under a Contract

Owner:  The owner is the person with  authority  to exercise  rights and receive
benefits under the Contract (e.g.,  make allocations  among investment  options,
elect settlement option,  designate annuitant,  beneficiary and payee). An owner
must ordinarily be a natural person,  or a trust or other legal entity holding a
contract for the benefit of a natural person.  Ownership of a  non-tax-qualified
Contract may be  transferred,  but  transfer may have adverse tax  consequences.
Ownership of a tax-qualified Contract may not be transferred.

Joint Owners: There may be joint owners of a non-tax-qualified  Contract.  Joint
owners may each exercise  transfer rights and make purchase payment  allocations
independently.  All other rights must be exercised by joint action.  A surviving
joint owner who is not the spouse of a deceased owner may not become a successor
owner,  but will be deemed to be the  beneficiary  of the  death  benefit  which
becomes  payable  on the  death of the  first  owner to die,  regardless  of any
beneficiary designation.

Successor Owner: The surviving spouse of a deceased owner may become a successor
owner if the  surviving  spouse  was either  the joint  owner or sole  surviving
beneficiary  under the  Contract.  In order  for a spouse to become a  successor
owner,  the owner  must make an  election  prior to the  owner's  death,  or the
surviving spouse must make an election within one year of the owner's death.


Annuitant: The annuitant is the person whose life is the measuring life for life
contingent  annuity  benefit  payments.  The annuitant is the same person as the
owner under a tax-qualified Contract. The owner may designate an annuitant under
a non-tax-qualified Contract.


Beneficiary:  The person  entitled to receive the death  benefit.  The owner may
designate the beneficiary, except that a surviving joint owner will be deemed to
be  the  beneficiary  regardless  of  any  designation.  If  no  beneficiary  is
designated,  and there is no surviving  joint owner,  the owner's estate will be
the beneficiary.  The beneficiary will be the measuring life for life contingent
death  benefit   payments.


Payee:  Under a  tax-qualified  Contract,  the  owner-annuitant  is the payee of
annuity benefits.  Under a non-tax-qualified  Contract,  the owner may designate
the payee of  annuity  benefits.  Irrevocable  naming of a payee  other than the
owner can have adverse tax  consequences.  The  beneficiary  is the payee of the
death benefit.


Assignee: Under a tax-qualified Contract, assignment is not permitted. The owner
of a  non-tax-qualified  Contract may assign most of his/her  rights or benefits
under a  Contract.  Assignment  of  rights  or  benefits  may have  adverse  tax
consequences.



                                       22
<PAGE>


ACCUMULATION PERIOD

================================================================================


Each Contract allows for an Accumulation  Period during which purchase  payments
are invested  according  to the owner's  instructions.  During the  Accumulation
Period,  the owner can control the allocation of investments  through  telephone
transfers or through the following  investment  programs offered by the Company:
dollar cost averaging,  portfolio rebalancing and interest sweep. These programs
and  telephone  transfer  procedures  are  described  in the  Transfers  section
beginning on page 25 of this prospectus.  The owner can access the Account Value
during the Accumulation Period through  surrenders,  systematic  withdrawal,  or
contract loans, if available. These withdrawal features are described more fully
in the  Surrenders  and  Contract  Loans  sections  on  page  27 and 28 of  this
prospectus.


Account Statements

During the Accumulation  Period, the Company will provide a report at least once
each contract year of the Contract's  Account Value,  and any other  information
required by law. The Company will confirm receipt of any purchase  payments made
after the initial purchase payment in quarterly statements of account activity.

Account Value

The value of a Contract  during the  Accumulation  Period is  referred to as the
"Account  Value." The Account Value at any given time is the sum of: (1) amounts
invested  in the fixed  investment  options  plus the fixed  rate(s) of interest
earned  on those  amounts  as of that  time;  and (2) the  value of the  owner's
interest in the  Sub-Accounts as of that time. The value of the owner's interest
in  the  Sub-Accounts  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. The Account Value at any time is net of any charges,
deductions,  surrenders, and/or outstanding loans incurred prior to or as of the
end of that Valuation Period.

Accumulation Units

Amounts   allocated  or  transferred   to  a  Sub-Account   are  converted  into
Accumulation  Units. The number of Accumulation  Units credited is determined by
dividing the dollar amount directed to the Sub-Account by the Accumulation  Unit
Value for that  Sub-Account  as of the end of the Valuation  Period in which the
amount  allocated is received by the Company,  or as of the end of the Valuation
Period in which the transfer is made.

Accumulation Units will be canceled as of the end of the Valuation Period during
which one of the following events giving rise to cancellation occurs:

     o    transfer from a Sub-Account

     o    full or partial surrender from the Sub-Accounts

     o    payment of a death benefit

     o    application of the amounts in the Sub-Accounts to a settlement option

     o    deduction of the contract maintenance fee

     o    deduction of any transfer fee

Successor Owner Endorsement


If the  Contract  is  modified  by the  successor  owner  endorsement,  and  the
surviving  spouse of a deceased  owner becomes a successor  owner of a Contract,
the Account Value will be stepped-up to equal the death benefit which  otherwise
would have been payable,  as of what would have been the Death Benefit Valuation
Date.  In  addition,  contingent  deferred  sales  charges will be waived on the
entire stepped-up  Account Value as of that date, but will apply to any purchase
payments applied to the Contract after that date.


For purposes of  determining  what would have been the Death  Benefit  Valuation
Date, the election to become  successor  owner will be deemed to be instructions
as to the form of death benefit.  The election to become successor owner must be
made within one year of the date of the owner's death.


The successor owner endorsement may not be available in all States.



                                       23
<PAGE>


Purchase Payments

Purchase  payments may be made at any time during the Accumulation  Period.  The
current restrictions on purchase payment amounts are as follows:

<TABLE>
<CAPTION>
=====================================================================================================
                                                   Tax-Qualified            Non-Tax-Qualified
- -------------------------------------------------- ------------------------ -------------------------
<S>                                                <C>                      <C>
Minimum initial purchase payment                   $2,000                   $5,000
- -------------------------------------------------- ------------------------ -------------------------
Minimum monthly under periodic payment program     $50                      $100
- -------------------------------------------------- ------------------------ -------------------------
Minimum additional payments                        $50                      $50
- -------------------------------------------------- ------------------------ -------------------------
Maximum single purchase payment                    $500,000 or Company      $500,000 or Company
                                                   approval                 approval
=====================================================================================================
</TABLE>

The Company  reserves  the right to increase or decrease  the minimum  allowable
single purchase  payment or minimum  purchase  payment under a periodic  payment
program, or the minimum allowable additional purchase payment, at its discretion
and at any time, where permitted by 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. 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 applicant 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 Valuation
Date on which the Company receives the purchase payment. If the purchase payment
is allocated to a Sub-Account, it will be applied at the Accumulation Unit Value
calculated  at the end of the  Valuation  Period in which  that  Valuation  Date
occurs.

Investment Options - Allocations


Purchase  payments can be allocated in whole percentages to any of the available
Sub-Accounts or fixed account options.  See The Portfolios  section beginning on
page 12 of this  prospectus  for a  listing  and  description  of the  currently
available  Sub-Accounts.  The currently  available  fixed account options are as
follows:


                  Fixed Accumulation Account Option
                  One Year Guaranteed Interest Rate Option
                  Three Year Guaranteed Interest Rate Option
                  Five Year Guaranteed Interest Rate Option
                  Seven Year Guaranteed Interest Rate Option

<TABLE>
<CAPTION>
The current restrictions on allocations are as follows:

====================================================================================================================================
                                                            Tax-Qualified and Non-Tax-Qualified
- ----------------------------------------------------------- ------------------------------------------------------------------------
<S>                                                         <C>
Minimum allocation to any Sub-Account                       $10
- ----------------------------------------------------------- ------------------------------------------------------------------------
Minimum allocation to fixed accumulation account            $10
- ----------------------------------------------------------- ------------------------------------------------------------------------
Minimum allocation to fixed account guarantee option        $2,000 No amounts may be  allocated  to a guarantee  period  option that
                                                            would  extend  beyond the  owner's  85th  birthday  or 5 years after the
                                                            effective date of the Contract, if later.
- ----------------------------------------------------------- ------------------------------------------------------------------------
Allocation during right to cancel period                    No current  restrictions,  however  the  Company  reserves  the right to
                                                            require  that  purchase  payment(s)  be  allocated  to the money  market
                                                            Sub-Account or to the fixed accumulation account option during the right
                                                            to cancel period.
====================================================================================================================================
</TABLE>


                                       24
<PAGE>


Interests in the fixed account options are not securities and are not registered
with the  Securities  and Exchange  Commission.  Amounts  allocated to the fixed
account  options will receive a stated rate of interest of at least 3% per year.
Amounts  allocated to the fixed  account  options and  interest  credited to the
fixed  account  options  are  guaranteed  by  the  Company.   Interests  in  the
Sub-Accounts  are  securities   registered  with  the  Securities  and  Exchange
Commission.  The owner  bears  the risk of  investment  gain or loss on  amounts
allocated to the Sub-Accounts.

Principal Guarantee Program

An owner may elect to have the Company  allocate a portion of a purchase payment
to the seven-year  guaranteed  interest rate option such that, at the end of the
seven-year  guarantee  period,  that account will grow to an amount equal to the
total  purchase  payment (so long as there are no  surrenders  or loans from the
Contract).  The Company determines the portion of the purchase payment that must
be allocated to the seven-year guarantee option such that, based on the interest
rate then in  effect,  that  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.

Renewal of Fixed Account Guarantee Options


At the end of a  guarantee  period,  and for 30 days  preceding  the end of such
guarantee period,  the owner may elect to allocate the amount maturing to any of
the available investment options under the Contract.  If the owner does not make
a reallocation  election, the amount maturing will be allocated to the guarantee
period option with the same number of years as the period expiring,  or the next
shortest  period as may be required to comply with the restriction on allocation
to guarantee period options as described in the Investment  Options--Allocations
section on page 24 of this prospectus.  If a guarantee period is unavailable due
to this  restriction,  the  amount  maturing  will  be  allocated  to the  fixed
accumulation account option.



Transfers

During  the  Accumulation   Period,   an  owner  may  transfer  amounts  between
Sub-Accounts, among fixed account options, and/or between Sub-Accounts and fixed
account options.

The current restrictions on transfers are as follows:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                            Tax-Qualified and Non-Tax-Qualified
- ----------------------------------------------------------- ------------------------------------------------------------------------
<S>                                                         <C>
Minimum transfer from any Sub-Account                       $500 or balance of Sub-Account, if less
- ----------------------------------------------------------- ------------------------------------------------------------------------

Minimum transfer from fixed account option                  $500 or balance of fixed account option, if less

- ----------------------------------------------------------- ------------------------------------------------------------------------
Minimum transfer to fixed account guarantee option          $2,000 No amounts may be transferred  to a guarantee  period option that
                                                            would  extend  beyond the  owner's  85th  birthday  or 5 years after the
                                                            effective date of the Contract, if later.
- ----------------------------------------------------------- ------------------------------------------------------------------------
Maximum transfer from fixed account option other than       During any contract year, 20% of the fixed account  option's value as of
fixed account guarantee option which is maturing            the most recent contract anniversary.
- ----------------------------------------------------------- ------------------------------------------------------------------------
Transfers from fixed account options                        o    May not be made prior to first contract anniversary.

                                                            o    Amounts  transferred from fixed account options to Sub-Accounts may
                                                                 not be transferred  back to fixed account options for a period of 6
                                                                 months from the date of the original transfer.
====================================================================================================================================
</TABLE>

A transfer is effective on the Valuation Date during which the Company  receives
the request for transfer,  and will be processed at the Accumulation  Unit Value
for the end of the Valuation Period in which that Valuation Date occurs.


                                       25
<PAGE>


Automatic Transfer Programs

During the  Accumulation  Period,  the  Company  offers the  automatic  transfer
services  described below. To enroll in one of these programs,  you will need to
complete  the  appropriate  authorization  form,  which you can obtain  from the
Company by calling 1-800-789-6771.

Currently,  the transfer fee does not apply to dollar cost averaging,  portfolio
rebalancing,  or interest sweep  transfers,  and transfers  under these programs
will not count toward the twelve transfers  permitted under the Contract without
a transfer fee charge.  However,  the Company reserves the right to impose a fee
in  such  amount  as  the  Company  may  then  determine  to be  reasonable  for
participation in automatic transfer programs.

<TABLE>
<CAPTION>
Service                            Description                      Minimum Account Requirements    Limitations/Notes
- ---------------------------------- -------------------------------- ------------------------------- --------------------------------
<S>                                <C>                              <C>                             <C>
Dollar Cost Averaging              Automatic transfers from the     Source of funds must be at      Dollar cost averaging transfers
There are risks involved in        money market Sub-Account to any  least $10,000.                  may not be made to any of the
switching between investments      other Sub-Account(s), or from                                    fixed account options.  The
available under the Contract.      the fixed accumulation account   Minimum transfer per month is   dollar cost averaging transfers
Dollar cost averaging requires     option to any Sub-Account(s),    $500.  When balance of source   will take place on the last
regular investment changes         on a monthly or quarterly basis. of funds falls below $500,      Valuation Date of each calendar
regardless of fluctuating price                                     entire balance will be          month or quarter as requested
levels and does not guarantee                                       allocated according to dollar   by the owner.
profits or prevent losses in a                                      cost averaging instructions.
declining market.  You should
consider your financial ability
to continue dollar cost averaging
transfers through periods of
changing price levels.
- ---------------------------------- -------------------------------  ------------------------------  --------------------------------

Portfolio Rebalancing              Automatically transfer amounts   Minimum Account Value of        Transfers will take place on
                                   between the Sub-Accounts and     $10,000.                        the last Valuation Date of each
                                   the fixed accumulation account                                   calendar quarter.  Portfolio
                                   option to maintain the                                           rebalancing will not be
                                   percentage allocations selected                                  available if the dollar cost
                                   by the owner.                                                    averaging program or an
                                                                                                    interest sweep from the fixed
                                                                                                    accumulation account option is
                                                                                                    being utilized.
- ---------------------------------- -------------------------------  ------------------------------  --------------------------------

Interest Sweep                     Automatic transfers of the       Balance of each fixed account   Interest sweep transfers will
                                   income from any fixed account    option selected must be at      take place on the last
                                   option(s) to any Sub-Account(s). least $5,000.  Maximum          Valuation Date of each calendar
                                                                    transfer from each fixed        quarter.
                                                                    account option selected is 20%
                                                                    of such fixed account option's
                                                                    value per year.  Amounts
                                                                    transferred under the interest
                                                                    sweep program will reduce the
                                                                    20% maximum transfer amount
                                                                    otherwise allowed.
</TABLE>


                                       26
<PAGE>


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  1-800-789-6771.  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  that
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 with the
right to control  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.

Termination of Transfer Programs


The owner may terminate any of the automatic  transfer programs 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 1-800-789-6771.  The Company may terminate,  suspend
or modify any aspect of the transfer  programs  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 such  amount(s)  as the Company may then  determine to be
reasonable for participation in the service.


Surrenders

An  owner  may  surrender  a  Contract  either  in full or in  part  during  the
Accumulation  Period.  A contingent  deferred sales charge ("CDSC") may apply on
surrender. The restrictions and charges on surrenders are as follows:

<TABLE>
<CAPTION>
====================================================================================================================================
                                                                 Tax-Qualified                    Non-Tax-Qualified
- ---------------------------------------------------------------- -------------------------------- ------------------------------
<S>                                                              <C>                              <C>
Minimum amount of partial surrender                                                        $500
- ---------------------------------------------------------------- ---------------------------------------------------------------
Minimum remaining Account Value after partial surrender                                    $500
- ---------------------------------------------------------------- ---------------------------------------------------------------
Amount  available for surrender  (valued as of end of            Account Value less applicable    Account Value less applicable
Valuation  Period in which  request  for surrender is            CDSC, subject to tax law or      CDSC, subject to employer plan
received by the Company)                                         employer plan restrictions on    restrictions on withdrawals
                                                                 withdrawals
- ---------------------------------------------------------------- -------------------------------- ------------------------------
Tax penalty for early withdrawal                                 Up to 10% of Account Value before age 59 1/2
- ---------------------------------------------------------------- ---------------------------------------------------------------
Contract maintenance fee on full surrender                       $25 (no CDSC applies)
- ---------------------------------------------------------------- ---------------------------------------------------------------
Contingent deferred sales charge ("CDSC")                        Up to 7% of purchase payments
- ---------------------------------------------------------------- ---------------------------------------------------------------
Order of withdrawal  for purposes of CDSC (order may be          First from  accumulated  earnings  (no CDSC  applies) and then
different for tax  purposes)                                     from purchase payments on "first-in, first-out" basis (CDSC may
                                                                 apply)
====================================================================================================================================
</TABLE>



A full surrender will terminate the Contract.  Partial  surrenders are withdrawn
proportionally  from all  Sub-Accounts  and fixed  account  options in which the
Contract  is invested on the date the Company  receives  the  surrender  request
unless  the owner  requests  that the  surrender  be  withdrawn  from a specific
investment  option.  A surrender is effective on the Valuation Date during which
the Company  receives  the request for  surrender,  and will be processed at the
Accumulation  Unit  Value  for the end of the  Valuation  Period  in which  that
Valuation  Date occurs.  Payment of a  surrendered  amount may be delayed if the
amount  surrendered was paid to the Company by a check that has not yet cleared.
Surrenders from a fixed account option may be delayed for up to six months after
receipt of a  surrender  request as  allowed by state law.  Surrenders  from the
Sub-Accounts  may be delayed  during any period the New York Stock  Exchange  is
closed or trading is restricted,  or when the Securities and Exchange Commission
either:  (1) determines that there is an emergency  which prevents  valuation or
disposal of securities held in the Separate  Account;  or (2) permits a delay in
payment for the protection of security holders.




                                       27
<PAGE>


Free Withdrawal Privilege

The Company will waive the CDSC on full or partial  surrenders  during the first
contract year, on an amount equal to not more than 10% of all purchase  payments
received.  During the second and  succeeding  contract  years,  the Company will
waive  the CDSC on an  amount  equal  to not  more  than  the  greater  of:  (a)
accumulated earnings (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.

Long Term Care Waiver Rider

If a Contract is modified by the Long Term Care Waiver Rider,  surrenders may be
made free of any CDSC if the owner has been  confined in a  qualifying  licensed
hospital or long-term  care facility for at least 90 days  beginning on or after
the first contract anniversary. This rider may not be available in all States.

Systematic Withdrawal


During the Accumulation  Period,  an owner may elect to  automatically  withdraw
money from the Contract.  The Account Value must be at least $10,000 in order to
make a systematic  withdrawal  election.  The minimum monthly amount that can be
withdrawn  is $100.  Systematic  withdrawals  will be subject to the  contingent
deferred sales charge to the extent that the amount  withdrawn  exceeds the free
withdrawal privilege.  The owner may begin or discontinue systematic withdrawals
at any time by 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.

Before  electing a  systematic  withdrawal  program,  you should  consult with a
financial Advisor.  Systematic withdrawal is similar to annuitization,  but will
result in different  taxation of payments and  potentially  different  amount of
total payments over the life of the Contract than if annuitization were elected.


Contract Loans


The Company may make loans to owners of tax-qualified  Contracts. Any such loans
will be secured with an interest in the  Contract,  and the  collateral  for the
loan will be moved to the fixed  accumulation  account  option  and earn a fixed
rate of interest  applicable  to loan  collateral.  Loan  amounts and  repayment
requirements are subject to provisions of the Internal Revenue Code, and default
on a loan will result in a taxable event. You should consult a tax Advisor prior
to  exercising  loan  privileges.  Loan  provisions  are  described  in the loan
endorsement to the Contract.


A loan, whether or not repaid, will have a permanent effect on the Account Value
of a Contract because the collateral  cannot be allocated to the Sub-Accounts or
fixed account guarantee periods. 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 collateral 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.

Termination

The Company  reserves the right to terminate any Contract at any time during the
Accumulation  Period if the Account Value is less than $500.  In that case,  the
Contract will be  involuntarily  surrendered  and the Company will pay the owner
the amount that would be due the owner on a full surrender.


                                       28
<PAGE>


BENEFIT PAYMENT PERIOD

================================================================================

Annuity Benefit

An owner may designate the date that annuity payments will begin, and may change
the date up to 30 days before  annuity  payments are scheduled to begin.  Unless
the Company agrees otherwise, the first day of a Benefit Payment Period in which
annuity  payments  are paid  cannot  be  later  than  the  contract  anniversary
following  the 85th  birthday  of the  eldest  owner,  or five  years  after the
effective date of the contract, whichever is later.


The amount  applied to a settlement  option will be the Account  Value as of the
end of the Valuation Period  immediately  preceding the first day of the Benefit
Payment  Period.  The owner may select any form of settlement  option,  which is
currently  available.  The standard forms of settlement options are described in
the Settlement Options section beginning on page 29 of this prospectus.

If the owner has not  previously  made an election as to the form of  settlement
option,  the Company will contact the owner to ascertain  the form of settlement
option to be paid. If the owner does not select a settlement  option,  such as a
specific fixed dollar benefit payment,  a variable dollar benefit payment,  or a
combination  of a variable and fixed dollar  benefit  payment,  the Company will
apply the Account Value to a fixed dollar  benefit for the life of the annuitant
with 120 monthly  payments  assured,  as  described  in the  Settlement  Options
section beginning on page 29 of this prospectus.


Death Benefit

A death  benefit  will be paid  under a Contract  if the owner  dies  during the
Accumulation  Period.  If a surviving  spouse  becomes a successor  owner of the
Contract,  the death benefit will be paid on the death of the successor owner if
he or she dies during the Accumulation Period.

The death benefit will be an amount equal to the largest of the following  three
amounts:

o    The Account Value on the Death Benefit Valuation Date.

o    The  total  purchase  payment(s),  less  any  partial  surrenders  and  any
     contingent deferred sales charges that applied to those amounts.


o    The largest  Account  Value on any contract  anniversary  which is an exact
     multiple  of five  and  prior to the  owner's  death  or the  owner's  75th
     birthday  if  earlier,  less  any  partial  surrenders  and any  contingent
     deferred sales charges that applied to those amounts.



Any  applicable  premium tax or other  taxes not  previously  deducted,  and any
outstanding  loans,  will be deducted  from the death benefit  amount  described
above.


An owner may elect the form of payment of the death  benefit at any time  before
his or her death.  The form of payment may be a lump sum, or any available  form
of settlement  option. The standard forms of settlement options are described in
the Settlement  Options section beginning on page 29 of this prospectus.  If the
owner does not make an election as to the form of death benefit, the beneficiary
may make an election  within one year after the owner's death. If no election as
to form of settlement  option is made,  the Company will apply the death benefit
to a fixed dollar  benefit for a period  certain of 48 months.  The first day of
the Benefit Payment Period in which a death benefit is paid may not be more than
one year after the owner's death;  the day a death benefit is paid in a lump sum
may not be more than five years after the owner's date of death.


Settlement Options


When a  Contract  is  annuitized,  or  when a  death  benefit  is  applied  to a
settlement option,  the Account Value or the death benefit,  as the case may be,
is  surrendered  to the  Company  in  exchange  for a promise to pay a stream of
benefit  payments for the duration of the settlement  option  selected.  Benefit
payments may be calculated and paid: (1) as a variable dollar benefit;  (2) as a
fixed dollar  benefit;  or (3) as a combination of both. The stream of payments,
whether  variable  dollar or fixed  dollar,  is an  obligation  of the Company's
general  account.  However,  only the amount of fixed dollar benefit payments is
guaranteed by the Company. The owner (or payee) bears the risk that any variable
dollar  benefit  payment may be less than the initial  variable  dollar  benefit
payment, or that it may decline to zero, if Benefit Unit Values for that payment
decrease  sufficiently.  Transfers between a variable dollar benefit and a fixed
dollar  benefit  are  not  permitted,  but  transfers  of  Benefit  Units  among
Sub-Accounts  are permitted once each 12 months after a variable  dollar benefit
has been paid for at least 12 months.  The  formulas  for  transferring  Benefit
Units among Sub-Accounts  during the Benefit Payment Period are set forth in the
statement of additional information.



                                       29
<PAGE>


Form of Settlement Option

The Company will make periodic payments in any form of settlement option that is
acceptable  to it at the time of an election.  The standard  forms of settlement
options are described  below.  Payments  under any  settlement  option may be in
monthly,  quarterly,  semi-annual or annual payment intervals.  If the amount of
any regular  payment under the form of settlement  option  elected would be less
than $50, an alternative form of settlement option will have to be elected.  The
Company,  in its discretion,  may require benefit  payments to be made by direct
deposit or wire transfer to the account of a designated payee.

The Company may modify minimum  amounts,  payment  intervals and other terms and
conditions  at any time without prior notice to owners.  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 or commuted.

The  dollar  amount of  benefit  payments  will vary with the  frequency  of the
payment interval and the duration of the payments.  Generally, each payment in a
stream  of  payments  will be lesser in  amount  as the  frequency  of  payments
increases,  or as the  length of the  payment  period  increases,  because  more
payments will be paid. For life contingent  settlement options,  each payment in
the stream of payments will generally be lesser in amount as the life expectancy
of the annuitant or beneficiary  increases because more payments are expected to
be paid.

Income for a Fixed Period: The Company will make periodic payments at the end of
each payment interval for a fixed period of 5 to 30 years. (Periods of 1-4 years
are available for death benefit settlement options only.)

Life Annuity with  Payments for at Least a Fixed  Period:  The Company will make
periodic  payments at the beginning of each payment interval for a fixed period,
or until the death of the person on whose life benefit  payments are based if he
or she lives longer than the fixed period.

Joint and One-Half Survivor Annuity:  The Company will make periodic payments at
the beginning of each payment  interval 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.

Life Annuity:  The Company will make periodic  payments at the beginning of each
payment  interval  until the death of the person on whose life benefit  payments
are based.

Calculation of Fixed Dollar Benefit Payments

Fixed dollar benefit  payments are determined by multiplying  the amount applied
to the fixed  dollar  benefit  (expressed  in  thousands  of  dollars  and after
deduction of any fees and charges,  loans,  or applicable  premium taxes) by the
amount of the payment per $1,000 of value which the Company is currently  paying
for settlement  options of that type.  Fixed dollar benefit payments will remain
level for the duration of the Benefit Payment Period.


The Company  guarantees  minimum fixed dollar benefit  payment  factors based on
1983 annuity  mortality  tables for  individuals  with  interest at 3% per year,
compounded annually. For tax-qualified Contracts and non-tax-qualified  Internal
Revenue Code ("IRC") Section 457 Contracts,  the Company uses tables for blended
lives (60% female/40% male). For non-tax-qualified  Contracts except IRC Section
457, the Company uses tables for male and female lives.  Where required by state
law, the Company  uses blended  tables for all  Contracts.  The minimum  monthly
payments per $1,000 of value for the Company's  standard  settlement options are
set forth in tables in the  Contracts.  Upon  request,  the Company will provide
minimum  monthly  payments for ages or fixed periods not shown in the settlement
option tables.




                                       30
<PAGE>




Calculation of Variable Dollar Benefit Payments

The first variable dollar benefit payment is the amount it would be if it were a
fixed dollar  benefit  payment  calculated at the Company's  minimum  guaranteed
settlement  option  factors,  reduced  by a pro  rata  portion  of the  contract
maintenance  fee,  equal to the  amount  of the fee  divided  by the  number  of
payments to be made over a 12-month period.

The amount of each  subsequent  variable dollar benefit payment will reflect the
investment performance of the Sub-Account(s)  selected and may vary from payment
to payment. For example, because the first benefit payment includes a 3% rate of
interest, subsequent benefit payments will be less than the first payment if the
net investment performance of the applicable  Sub-Accounts selected is less than
3%.

The amount of each  subsequent  payment is the sum of the  payment  due for each
Sub-Account  selected,  less a pro rata portion of the contract maintenance fee,
as described above. The payment due for a Sub-Account equals the shares for that
Sub-Account, which are the Benefit Units, times their value, which is 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 number of Benefit Units for
each  Sub-Account  selected is determined by allocating  the amount of the first
variable dollar benefit payment (before deduction of the pro rata portion of the
contract  maintenance fee) among the Sub-Account(s)  selected in the percentages
indicated by the owner (or payee).  The dollar amount allocated to a Sub-Account
is divided by the Benefit Unit Value for that Sub-Account as of the first day of
the Benefit Payment  Period.  The result is the number of Benefit Units that the
Company will pay for that  Sub-Account at each payment  interval.  The number of
Benefit  Units for each  Sub-Account  remains  fixed during the Benefit  Payment
Period,  except as a result of any transfers among Sub-Accounts.  An explanation
of how  Benefit  Unit  Values are  calculated  is  included  in the  Glossary of
Financial Terms on page 35 of this prospectus.




                                       31
<PAGE>


FEDERAL TAX MATTERS

================================================================================


This section provides a general description of federal income tax considerations
relating to the  Contracts.  The purchase of a Contract may have federal  estate
and gift tax  consequences  in addition to income tax  consequences.  Estate and
gift  taxation  is not  discussed  in this  prospectus  or in the  statement  of
additional information. State taxation will vary depending on the State in which
you reside,  and is not  discussed  in this  prospectus  or in the  statement of
additional information.


The tax  information  provided in the  prospectus  and  statement of  additional
information  should  not be used as tax  advice.  Federal  income  tax  laws are
subject to interpretation  by the IRS and may be changed by future  legislation.
You should  consult a  competent  tax  advisor to discuss  how  current tax laws
affect your particular situation.

Tax Deferral On Annuities

Internal  Revenue  Code  ("IRC")  Section 72 governs  taxation of  annuities  in
general.  The income  earned  during the  Accumulation  Period of a Contract  is
generally  not  includable in income until it is  withdrawn.  In other words,  a
Contract  is  a  tax-deferred  investment.   The  Contracts  must  meet  certain
requirements  in order to qualify for  tax-deferred  treatment under IRC Section
72. These requirements are discussed in the statement of additional information.
In addition,  tax deferral is not available for a Contract when the owner is not
a natural  person  unless the  Contract is part of a  tax-qualified  plan or the
owner  is a  mere  agent  for a  natural  person.  For a  nonqualified  deferred
compensation  plan,  this rule means that the  employer as owner of the Contract
will generally be taxed currently on any increase in the Account Value, although
the plan itself may provide a tax deferral to the participating employee.


                                       32
<PAGE>


Tax-Qualified Plans


Annuities  may also qualify for  tax-deferred  treatment,  or serve as a funding
vehicle,  under other IRC provisions governing  tax-qualified  retirement plans.
These  provisions  include IRC Sections 401 (pension and profit sharing  plans),
403(b)   (tax-sheltered   annuities),   408  and  408A  (individual   retirement
annuities),  and 457(g) (governmental  deferred  compensation).  [In some cases,
tax-deferral  may be available  under these IRC  Sections  without the use of an
annuity.  Please consult your  registered  representative.]  Contributions  to a
tax-qualified   Contract  are  typically  made  with  pre-tax   dollars,   while
contributions to a non-tax-qualified  Contract are typically made from after-tax
dollars, though there are exceptions in either case. Tax-qualified Contracts may
also  be  subject  to  restrictions   on  withdrawals   that  do  not  apply  to
non-tax-qualified  Contracts. These restrictions may be imposed by the IRC or by
an employer plan. Following is a brief description of the types of tax-qualified
retirement plans for which the Contracts are available.


Individual Retirement Annuities

IRC 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.

Roth IRAs

IRC Section  408A  permits  certain  individuals  to  contribute  to a Roth IRA.
Contributions are not deductible.  Tax-free distributions may be made after five
years once the owner  attains  age 59 1/2,  becomes  disabled,  or dies,  or for
qualified first-time homebuyer expenses.

Tax-Sheltered Annuities

IRC 403(b) of the Code  permits the  purchase of  "tax-sheltered  annuities"  by
public schools and certain  charitable,  religious,  educational  and scientific
organizations described in IRC Section 501(c)(3). 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 with fixed employer and employee  contributions.  Under
Section 830.105 of the Texas Government Code, amounts cannot be distributed from
a Contract  issued under the ORP until the employee  terminates  employment from
all Texas public institutions of higher education,  retires, attains age 70 1/2,
or  dies.   Section   830.205  of  the  Texas   Government  Code  provides  that
employer-provided   ORP   benefits   vest  after  one  year  of   participation.
Accordingly,  no distribution can be made 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

IRC 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 annuity contracts to accumulate  retirement savings under the plans.
Purchasers  of a Contract for use with such plans should seek  competent  advice
regarding the  suitability  of the proposed plan  documents and the Contract for
their specific needs.

Governmental Deferred Compensation Plans

State and local  government  employers  may purchase  annuity  contracts to fund
deferred compensation plans for the benefit of their employees under IRC Section
457(g).

Nonqualified Deferred Compensation Plans

Governmental and other tax-exempt  employers may invest in annuity  contracts in
connection with  nonqualified  deferred  compensation  plans established for the
benefit of their  employees  under IRC Section 457 (other  than  457(g)).  Other
employers  may invest in  annuity  contracts  in  connection  with  nonqualified
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. In these  situations,  the Contract is usually
owned by the employer and is subject to the claims of its general creditors.


                                       33
<PAGE>


Summary of Income Tax Rules

The  following   chart   summarizes   the  basic  income  tax  rules   governing
tax-qualified and non-tax-qualified Contracts:

<TABLE>
<CAPTION>
====================================================================================================================================
                              Tax-Qualified Plans                                   Basic Non-Tax-Qualified Contracts
                              Nonqualified Deferred Compensation Plans
- ----------------------------- ----------------------------------------------------- ------------------------------------------------
<S>                           <C>                                                   <C>
Plan Types                    o   IRC ss.401 (Pension and Profit Sharing)            o   IRC ss.72 only

                              o   IRC ss.403 (Tax-Sheltered Annuities)

                              o   IRC ss.408 (IRA, SIMPLE IRA)

                              o   IRC ss.408A (Roth IRA)

                              o   IRC ss.457

                              o   Nonqualified Deferred Compensation
- ----------------------------- ----------------------------------------------------- ------------------------------------------------
Who May Purchase Contract     Natural person, employer, or employer plan.           Anyone.  Non-natural  person may  purchase  but
                              Nonqualified deferred compensation plans will         will generally lose tax-deferred status.
                              generally lose tax-deferred status.
- ----------------------------- ----------------------------------------------------- ------------------------------------------------
Taxation of Surrenders        If there is an after-tax "investment in the           Account Value in excess of investment in the
                              contract," a pro rata portion of amount surrendered   contract is taxable. Generally, the "investment
                              is taxable based on ratio of "investment in the       in the contract" will equal the sum of all
                              contract" to Account Value.  Usually, 100% of         purchase payments. Surrenders are deemed to
                              distributions from a qualified plan will be taxed     come from earnings first, and purchase payments
                              because there was no after-tax contribution and       last.
                              therefore no "investment in the contract."
                              Qualified distributions from ss.408A Roth IRA may be  For a Contract purchased as part of an IRC
                              completely tax-free.                                  Section 1035 exchange which includes
                                                                                    contributions made before August 14, 1982
                              Surrenders prior to age 59 1/2 may be subject to 10%  ("pre-TEFRA contributions") partial withdrawals
                              or greater tax penalty depending on the type of       are not taxable until the pre-TEFRA
                              qualified plan.                                       contributions have been returned.

                              Surrenders from tax-qualified Contracts may be        The taxable portion of any surrenders prior to
                              restricted by the Internal Revenue Code or by         age 59 1/2 may be subject to a 10% tax penalty.
                              the terms of a retirement plan.
- ----------------------------- ------------------------------------------------------------------------------------------------------
Taxation of Benefit Payments  May vary depending on type of settlement option selected, but generally, for fixed dollar benefit a
(annuity benefit payments or  pro rata portion of each payment equal to [100% - (investment in contract/total expected payments)]
payments, death benefit       is subject to income tax. For variable dollar benefit payments, a specific dollar amount of each
payments)                     payment is taxable, as predetermined by a pro-rata formula, rather than subjecting a percentage of
                              each payment to taxation. Once the investment in the contract has been recovered, the full amount of
                              each benefit payment is taxable. Qualified distributions from a ss.408A Roth IRA may be completely
                              tax-free.
- ----------------------------- ------------------------------------------------------------------------------------------------------
Taxation of Lump Sum Death    Taxed to recipient generally in same manner as full surrender. Tax penalties do not apply to death
Benefit  Payment              benefit distributions.
- ----------------------------- ----------------------------------------------------- ------------------------------------------------
Assignment of                 Assignment and transfer of ownership generally not    Generally, deferred earnings become taxable to
Contract/Transfer of          permitted.                                            transferor at time of transfer and transferee
Ownership                                                                           receives an investment in the contract equal to
                                                                                    the Account Value at that time.  Gift tax
                                                                                    consequences not discussed herein.
- ----------------------------- ----------------------------------------------------- ------------------------------------------------
Withholding                   Eligible rollover distributions from ss.401 and       Generally, payee may elect to have taxes
                              ss.403(b) Contracts subject to 20% mandatory          withheld or not.
                              withholding on taxable portion unless direct
                              rollover.  Section 457 plan benefits and
                              nonqualified deferred compensation plan benefits
                              subject to wage withholding.  For all other
                              payments, payee may elect to have taxes withheld or
                              not.
====================================================================================================================================
</TABLE>

                                       34

<PAGE>

GLOSSARY OF FINANCIAL TERMS

================================================================================


The following  financial terms explain how the variable portion of the Contracts
is valued.  Read these terms in  conjunction  with the  Definitions on page 4 of
this prospectus.


Accumulation   Unit  Value:  The  initial   Accumulation  Unit  Value  for  each
Sub-Account other than the money market  Sub-Account was set at $10. The initial
Accumulation  Unit  Value for the money  market  Sub-Account  was set at $1. The
initial  Accumulation  Unit  Value  for a  Sub-Account  was  established  at the
inception  date of the  Separate  Account,  or on the date the  Sub-Account  was
established, if later. The Company establishes distinct Accumulation Unit Values
for Contracts with different  Separate  Account fee structures,  as described in
the Fee Table.

After the initial Accumulation Unit Value is established,  the Accumulation Unit
Value for a Sub-Account 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 for that Sub-Account for the current Valuation Period.

A Net Investment  Factor of 1 produces no change in the Accumulation  Unit Value
for that Valuation Period. A Net Investment Factor of more than 1 or less than 1
produces an increase or a decrease, respectively, in the Accumulation Unit Value
for that Valuation Period.

Benefit Unit Value: The initial Benefit Unit Value for a Sub-Account will be set
equal to the  Accumulation  Unit  Value for that  Sub-Account  at the end of the
first Valuation  Period in which a variable dollar benefit is established by the
Company.  The Company will establish  distinct Benefit Unit Values for Contracts
with different Separate Account fee structures, as described in the Fee Table.


The Benefit  Unit Value at the end of each  Valuation  Period after the first is
the Benefit Unit Value at the end of the previous Valuation Period multiplied by
the Net Investment Factor for that Sub-Account for the current Valuation Period,
and multiplied by a daily  investment  factor  (0.99991789)  for each day in the
Valuation Period.  The daily investment factor reduces the previous Benefit Unit
Value by the daily amount of the assumed interest rate (3% per year,  compounded
annually) which is already incorporated in the stream of variable dollar benefit
payments.


Net Investment  Factor:  The Net Investment  Factor for any  Sub-Account for any
Valuation Period is determined by dividing NAV2 by NAV1 and subtracting a factor
representing the mortality and expense risk charge and the administration charge
deducted from the Sub-Account during that Valuation Period, where:

NAV1 is  equal  to the Net  Asset  Value  for the  Portfolio  for the  preceding
Valuation Period; and

NAV2 is equal to the Net Asset Value for the Portfolio for the current Valuation
Period  plus  the  per  share  amount  of  any  dividend  or  net  capital  gain
distributions  made by the Portfolio during the current  Valuation  Period,  and
plus or minus a per  share  charge  or credit  if the  Company  adjusts  its tax
reserves due to investment operations of the Sub-Account or changes in tax law.

In other words, the Net Investment  Factor  represents the percentage  change in
the total value of assets invested by the Separate Account in a Portfolio.  That
percentage is then applied to  Accumulation  Unit Values and Benefit Unit Values
as described in the discussion of those terms in this section of the prospectus.



                                       35
<PAGE>


THE REGISTRATION STATEMENT

================================================================================

The Company filed a  Registration  Statement  with the  Securities  and Exchange
Commission under the Securities Act of 1933 relating to the Contracts offered by
this  prospectus.  This  prospectus  was  filed as an  annual  amendment  to the
Registration  Statement,  but it does not constitute  the complete  Registration
Statement.  The Registration  Statement contains further information relating to
the Company and the  Contracts.  Statements in this  prospectus  discussing  the
content of the Contracts and other legal  instruments are summaries.  The actual
documents are filed as exhibits to the  Registration  Statement.  For a complete
statement of the terms of the  Contracts or any other legal  document,  refer to
the  appropriate  exhibit  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  Securities  and  Exchange
Commission's  Web site  http://\www.sec.gov.  The  registration  number  for the
Registration Statement is 33-65409.

OTHER INFORMATION

================================================================================




Legal Proceedings

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.  There are no  pending  legal  proceedings  against  the
Separate Account or AAG Securities, Inc.


                                       36

<PAGE>



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 the statement of additional information:
                                                                            Page

ANNUITY INVESTORS LIFE INSURANCE
COMPANY(R)
     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 .............................................  3

CALCULATION OF PERFORMANCE INFORMATION ....................................  4
     Money Market Sub-Account Standardized Yield Calculation ..............  4
     Average Annual Total Return Calculation ..............................  5
     Cumulative Total Return Calculation ..................................  5
     Standardized Average Annual Total Return Data ........................  6
     Non-Standardized Average Annual Total Return Data ....................  7
     Other Performance
     Measures .............................................................  8

BENEFIT UNITS--TRANSFER FORMULAS ..........................................  9

FEDERAL TAX MATTERS ....................................................... 10
     Taxation of Separate Account Income .................................. 10
     Tax Deferred Status of Non-Qualified Contracts ....................... 10

FINANCIAL STATEMENTS ...................................................... 11


Copies  of the  statement  of  additional  information  dated  May 1,  2000  are
available  without  charge.  To request a copy,  please  clip this coupon on the
dotted line below, enter your name and address in the spaces provided below, and
mail to: Annuity Investors Life Insurance Company(R), P.O. Box 5423, Cincinnati,
Ohio 45201-5423.


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

Name:

________________________________________________________________________________

Address:

________________________________________________________________________________

City:

________________________________________________________________________________

State:

________________________________________________________________________________

Zip:

________________________________________________________________________________


                                       37
<PAGE>




ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)
ANNUITY INVESTORS(R) VARIABLE ACCOUNT A
STATEMENT OF ADDITIONAL INFORMATION for

Individual and Group Flexible Premium Deferred Annuities

                                                             May 1, 2000




This statement of additional  information  supplements the current  prospectuses
for  Individual  and  Group  Flexible   Premium   Deferred   Annuity   Contracts
(collectively,  the  "Contracts")  offered by Annuity  Investors  Life Insurance
Company(R)  through  Annuity  Investors(R)  Variable  Account  A (the  "Separate
Account").  This  statement of additional  information  is not a prospectus  and
should  be read  only in  conjunction  with the  prospectus  for the  applicable
Contract.  Terms used in this statement of additional  information have the same
meaning as in the prospectuses.


A copy of either of the  prospectuses  dated May 1, 2000, 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  prospectuses  for the  Contracts  are
incorporated in this statement of additional information.
<PAGE>




                                TABLE OF CONTENTS


                                                                          Page

ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)..................................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................................................3


CALCULATION OF PERFORMANCE INFORMATION.......................................4

   Money Market Sub-Account Standardized Yield Calculation...................4
   Average Annual Total Return Calculation...................................5
   Cumulative Total Return Calculation.......................................5
   Standardized Average Annual Total Return Data.............................6
   Non-Standardized Average Annual Total Return Data.........................7
   Other Performance Measures................................................8

BENEFIT UNITS--TRANSFER FORMULAS.............................................9


FEDERAL TAX MATTERS.........................................................10

   Taxation of Separate Account Income......................................10
   Tax Deferral On Nonqualified Contracts...................................10

FINANCIAL STATEMENTS........................................................11


<PAGE>


ANNUITY INVESTORS LIFE INSURANCE COMPANY(R)
- -------------------------------------------------------------------------------

General Information and History
Annuity  Investors Life  Insurance  Company(R)  (the  "Company") is a stock life
insurance company  incorporated under the laws of the State of Ohio in 1981. The
Company  is  principally  engaged  in the sale of  fixed  and  variable  annuity
policies.


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


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 Portfolio shares held by each of the Sub-Accounts.

Title to assets  invested  in the fixed  account  options 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 options and the Separate
Account  will  be  maintained  by the  Company.  As  presently  required  by the
provisions of the Investment  Company Act of 1940, as amended ("1940 Act"),  and
rules and  regulations  promulgated  thereunder  which  pertain to the  Separate
Account,  reports  containing such information as may be required under the 1940
Act or by other  applicable  law or regulation  will be sent to each owner of an
individual  Contract  and to each  group  Contract  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 as of December 31, 1999 and 1998,  and for
the years then ended, 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.


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 offering any one or both of the Contracts.

The approximate commissions received and retained by AAG Securities,  Inc. ("AAG
Securities")  for sale of the  Contracts for each of the last three fiscal years
are as follows:
- ------------------ ---------------- -------------- --------------
Year Ended            12/31/99        12/31/98         12/31/97
- ------------------ ---------------- -------------- --------------
    33-59861
  Received              $3,531,355     $1,049,047       $747,200
  Retained                $176,567        $56,023        $46,400
- ------------------ ---------------- -------------- --------------
    33-65409
  Received              $1,144,268     $1,309,956     $1,120,800
  Retained                 $57,213        $69,467        $69,600
- ------------------ ---------------- -------------- --------------

- -------------------------------------------------------------------------------
<PAGE>


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 Portfolio or on its portfolio  securities.  This current annualized yield
is calculated according to the following formula:

YIELD = (BASE PERIOD RETURN/7)*365

     Where:

     BASE PERIOD RETURN = The percentage (or net) change in the Accumulation
                          Unit Value for the money market  Sub-Account ("AUV")
                          over a 7 day period determined as follows:

         AUV at end of 7 day period - AUV at beginning of 7 day period
                         AUV at beginning of 7 day period

Because the Net Asset Value of the money market  Portfolio  rarely deviates from
1.000000  per unit,  the  change in the  Accumulation  Unit  Value for the money
market   Sub-Account  (the  numerator  of  the  above  fraction)  is  ordinarily
attributable  exclusively to dividends paid and reinvested over the 7 day period
less mortality and expense risk charges deducted from the Sub-Account over the 7
day period.  Because of the  deductions  for mortality and expense risk charges,
the yield for the money market Sub-Account of the Separate Account will be lower
than the yield for the  money  market  Portfolio  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,
which  is  yield  determined  on a  compounded  basis.  The  effective  yield is
calculated according to the following formula:

EFFECTIVE YIELD = [(BASE PERIOD RETURN + 1) 365/7] - 1


The  yields  and  effective  yields  for the money  market  Sub-Account  for the
seven-day period ended December 31, 1999 are as follows:

- --------------------------------------------------------------------------------
                             Total Separate                       Effective
             Contract        Account Charges         Yield         Yield
- -------------------------- -------------------- -------------- -----------------
- -------------------------- -------------------- -------------- -----------------
33-59861                         1.25%               4.24%          4.33%
- -------------------------- -------------------- -------------- -----------------
- -------------------------- -------------------- -------------- -----------------
                                 0.95%               4.53%          4.63%
- -------------------------- -------------------- -------------- -----------------
- -------------------------- -------------------- -------------- -----------------
33-65409                         1.25%               4.24%          4.33%
- -------------------------- -------------------- -------------- -----------------


- --------------------------------------------------------------------------------
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 Portfolio or
substitute funding vehicle,  the types and quality of portfolio  securities held
by the money market  Portfolio or  substitute  funding  vehicle,  and  operating
expenses.  IN  ADDITION,  THE YIELD  FIGURES  DO NOT  REFLECT  THE EFFECT OF ANY
CONTINGENT DEFERRED SALES CHARGES OR CONTRACT (OR CERTIFICATE)  MAINTENANCE FEES
THAT MAY BE APPLICABLE ON SURRENDER UNDER ANY CONTRACT.
<PAGE>


Average Annual Total Return Calculation
The Company may from time to time 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)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)

Average  annual  total  return  may  be  presented  in  either  standardized  or
non-standardized  form.  Average  annual total return data may be either  actual
return  or  hypothetical   return.  It  will  be  hypothetical  if  it  reflects
performance  for  a  period  of  time  before  the  Separate  Account  commenced
operations.  The  ERV  for  standardized  data  reflects  the  deduction  of all
recurring fees, such as contract (or certificate)  maintenance fees,  contingent
deferred sales charges and mortality and expense risk charges, which are charged
to all  Contracts of that type.  The ERV for  nonstandardized  data reflects the
deduction  of  mortality  and  expense  risk  charges,   but  not  contract  (or
certificate)   maintenance   fees  or   contingent   deferred   sales   charges.
Non-standardized  performance  data  will be  advertised  only if the  requisite
standardized performance data is also disclosed.

Cumulative Total Return Calculation
The Company may from time to time disclose  cumulative  total return for various
periods  of  time.  Cumulative  total  return  reflects  the  performance  of  a
Sub-Account  over the entire period  presented.  Cumulative  total return may be
either actual  return or  hypothetical  return.  It will be  hypothetical  if it
reflects  performance for a period of time before the Separate Account commenced
operations. Cumulative total return is calculated using the following formula:
CTR = (ERV/P) - 1

Where:

      CTR   =    the cumulative total return net of Sub-Account recurring
                 charges, other than the contract (or certificate) 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

Although  cumulative  total return can be presented  in either  standardized  or
non-standardized  form, the Company currently  advertises only  non-standardized
cumulative total return, which assumes a contingent deferred sales charge of 0%,
and no contract (or certificate)  maintenance fee.  Non-standardized  cumulative
total return can only be advertised if standardized  average annual total return
is also disclosed.


<PAGE>



<TABLE>
<CAPTION>



Standardized Average Annual Total Return Data



(Data reflects deduction of all recurring charges                                  S.E.C. File No.              S.E.C. File No.
including contingent deferred sales charges
and contract (or certificate) maintenance fees-                                  33-59861;33-65409             33-59861 Contracts
data is the same for all Standard Contracts)                                        Contracts
                                                                                 Standard Contracts1/         Enhanced Contracts2/
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              Life of                    Life of
                     All Periods                                                 1 Year       Separate        1 Year     Separate
                    Ending 12/31/99                                                           Account3/                  Account3/
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>          <C>            <C>         <C>

Janus A.S.-Aggressive Growth Portfolio                                            114.13%       35.64%        114.79%      36.06%
Janus A.S.-Worldwide Growth Portfolio                                             53.92%       32.11%         54.40%      32.52%
Janus A.S.- Balanced Portfolio                                                    16.69%       21.16%         17.07%      21.55%
Janus A.S.-Capital Appreciation Portfolio                                         56.44%      53.02%4/        56.93%     53.49%4/
Dreyfus V.I.F.-Appreciation Portfolio                                             1.58%        19.35%         1.91%       19.75%
Dreyfus V.I.F.-Growth and Income Portfolio                                        6.94%        12.84%         7.29%       13.20%
Dreyfus V.I.F.-Small Cap Portfolio                                                13.13%        8.97%         13.49%       9.33%
The Dreyfus Socially Responsible Growth Fund, Inc.                                19.97%       23.11%         20.36%      23.51%
Dreyfus Stock Index Fund                                                          10.62%       21.95%         10.97%      22.34%
Strong Opportunity Fund II, Inc.                                                  24.74%       18.91%         25.14%      19.29%
Deutsche Asset Management VIT EAFE(R)Equity Index Fund                            17.53%      11.13%5/        17.90%     11.49%5/
Deutsche Asset Management VIT Equity 500 Index Fund                               10.40%      16.53%6/        10.75%     16.91%6/
Deutsche Asset Management VIT Small Cap Index Fund                                10.18%       3.10%7/        10.53%      3.44%7/
Merrill Lynch V.S.F.-Basic Value Focus Fund                                       11.12%       14.08%         11.48%      14.45%
Merrill Lynch V.S.F.-Global Strategy Focus Fund                                   11.37%        9.65%         11.73%      10.02%
Merrill Lynch V.S.F.-High Current Income Fund                                     -3.86%        1.58%         -3.55%       1.93%
Merrill Lynch V.S.F.-Domestic Money Market Fund                                   -5.84%       -0.15%         -5.56%       0.13%
Morgan Stanley Universal Institutional Funds, Inc.-Fixed Income Portfolio        -11.34%      -0.02%8/       -11.05%      0.31%8/
Morgan Stanley Universal Institutional Funds, Inc.-U.S. Real Estate Portfolio    -11.19%      -4.59%9/       -10.90%     -4.28%9/
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                         87.25%      32.22%4/        87.83%     32.65%4/
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio                    221.76%      73.29%4/       222.74%     73.82%4/

</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Non-Standardized Average Annual Total Return Data


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


                                                                                  -------------------------------------------------
    (Data reflects deduction of all recurring charges except contingent             S.E.C. File No.             S.E.C. File No.
    deferred sales charges and contract (or certificate) maintenance fees-         33-59861; 33-65409
    data is the same for all Standard Contracts)                                      Contracts                33-59861 Contracts
                                                                                  Standard Contracts1/         Enhanced Contracts2/
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                Life of                   Life of
                                   All Periods                                     1 Year      Separate        1 Year     Separate
                                 Ending 12/31/99                                               Account3/                  Account3/
- ------------------------------------------------------------------------------------------------------------------ ----------------
<S>                                                                              <C>           <C>           <C>         <C>
Janus A.S.-Aggressive Growth Portfolio                                           122.63%        37.11%       123.29%      37.20%
Janus A.S.-Worldwide Growth Portfolio                                             62.42%        33.70%       62.90%       34.10%
Janus A.S.-Balanced Portfolio                                                    25.19%        23.22%       25.57%       23.59%
Janus A.S.-Capital Appreciation Portfolio                                         64.94%       55.31%4/      65.43%      55.77%4/
Dreyfus V.I.F.-Appreciation Portfolio                                             10.08%        21.51%       10.41%       21.88%
Dreyfus V.I.F.-Growth and Income Portfolio                                        15.44%        15.38%       15.79%       15.72%
Dreyfus V.I.F.-Small Cap Portfolio                                                21.63%        11.79%       21.99%       12.12%
The Dreyfus Socially Responsible Growth Fund, Inc.                                28.47%        25.08%       28.86%       25.46%
Dreyfus Stock Index Fund                                                          19.12%        23.97%       19.47%       24.34%
Strong Opportunity Fund II, Inc.                                                  33.24%        21.09%       33.64%       21.45%
Deutsche Asset Management VIT EAFE(R) Equity Index Fund                           26.03%       15.60%5/      26.40%      15.94%5/
Deutsche Asset Management VIT Equity 500 Index Fund                               18.90%       21.02%6/      19.25%      21.38%6/
Deutsche Asset Management VIT Small Cap Index Fund                                18.68%        8.03%7/      19.03%      8.35%7/
Merrill Lynch V.S.F.-Basic Value Focus Fund                                       19.62%        16.54%       19.98%       16.89%
Merrill Lynch V.S.F.-Global Strategy Focus Fund                                   19.87%        12.42%       20.23%       12.76%
Merrill Lynch V.S.F.-High Current Income Fund                                     4.64%          5.03%        4.95%       5.35%
Merrill Lynch V.S.F.-Domestic Money Market Fund                                   2.66%          3.25%        2.94%       3.50%
Morgan Stanley Universal Institutional Funds, Inc.-Fixed Income Portfolio         -2.84%        3.99%8/      -2.55%      4.30%8/
Morgan Stanley Universal Institutional Funds, Inc.-U.S. Real Estate Portfolio     -2.69%        0.02%9/      -2.40%      0.31%9/
PBHG Insurance Series Fund, Inc.-PBHG Growth II Portfolio                         95.75%       35.12%4/      96.33%      35.53%4/
PBHG Insurance Series Fund, Inc.-PBHG Tech. & Comm. Portfolio                    230.26%       75.16%4/      231.24%     75.68%4/

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 12/31/99 unless otherwise noted.
4/  From inception date of Portfolio (5/1/97) to 12/31/99.
5/  From inception date of Portfolio (8/22/97) to 12/31/99.
6/  From inception date of Portfolio (10/1/97) to 12/31/99.
7/  From inception date of Portfolio (8/25/97) to 12/31/99.
8/  From inception date of Portfolio (1/2/97) to 12/31/99.
9/  From inception date of Portfolio (3/3/97) to 12/31/99.
</TABLE>

<PAGE>


                                                                  12

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

Advertising  materials for any of 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 any of the Contracts may discuss,  generally,  the  advantages of
investing in a variable annuity and the Contracts' 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
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 any of 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 Portfolios, investment
philosophy,  investment techniques,  the desirability of owning the Contract and
other products and services offered by the Company or AAG Securities, Inc. ("AAG
Securities").

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

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

Advertising  materials for any of 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 Portfolios.  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  Portfolios 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   Portfolio'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.



<PAGE>


BENEFIT UNITS--TRANSFER FORMULAS
- --------------------------------------------------------------------------------
Transfers of a Contract owner's Benefit Units between  Sub-Accounts  during the
Benefit Payment Period are implemented according to the following formulas

    (1)    The number of Benefit Units to be transferred from a given
           Sub-Account is BU1(trans).

    (2)    The number of the Contract owner's Benefit Units remaining in such
           Sub-Account (after the transfer)
                      = UNIT1 - BU1(trans).

    (3)    The number of Benefit Units transferred to the new Sub-Account is
           BU2(trans).
                      BU2(trans) = BU1(trans) * BUV1/BUV2.

    (4)    The number of the Contract owner's Benefit Units in the new
           Sub-Account (after the transfer)
                      = UNIT2 + BU2(trans).

    (5)    Subsequent variable dollar benefit payments will be based on the
           number of the Contract owner's Benefit Units in each Sub-Account
           (after the transfer) as of the next variable dollar benefit payment's
           due date.

    Where:

           BU1(trans) is the number of the Contract owner's Benefit Units
           transferred from a given Sub-Account
           BUV1 is the Benefit Unit Value of the Sub-Account from which the
           transfer is being made as of the end of the Valuation Period in which
           the transfer request was received.
           BU2(trans) is the number of the Contract owner's Benefit Units
           transferred into the new Sub-Account.
           BUV2 is the Benefit Unit Value of the Sub-Account to which the
           transfer is being made as of the end of the Valuation Period in which
           the transfer request was received.
           UNIT1 is the number of the Contract owner's Benefit Units in the
           Sub-Account from which the transfer is being made,
           before the transfer.
           UNIT2 is the number of the Contract owner's Benefit Units in the
           Sub-Account to which the transfer is being made, before the transfer.

<PAGE>


FEDERAL TAX MATTERS
- -------------------------------------------------------------------------------

The following  discussion  supplements  the discussion of federal tax matters in
the  prospectuses  for the  Contracts.  This  discussion  is general  and is not
intended as tax advice.  Federal income tax laws or the  interpretation of those
laws by the Internal Revenue Service may change at any time.

Taxation of Separate Account Income
The Company is taxed as a life insurance company under Part I of Subchapter L of
the Internal  Revenue Code ("IRC").  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 IRC.  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.

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 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
owner possesses  incidents of ownership in those assets,  such as the ability to
exercise investment control over the assets.


The Treasury  Department has also announced,  in connection with the issuance of
regulations concerning  diversification,  that those regulations "do not provide
guidance   concerning  the  circumstances  in  which  investor  control  of  the
investments  of a segregated  asset  account may cause the investor  (i.e.,  the
owner 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  of a  Contract  has  more
flexibility  in  allocating   purchase  payments  and  Account  Value  than  was
contemplated  in the  rulings.  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.

Tax Deferral On Nonqualified Contracts
Section 817(h) of the Code requires that with respect to nonqualified Contracts,
the investments of the Portfolios 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 Portfolios,  intends to
comply with the diversification  requirements prescribed by the Treasury in Reg.
Sec. 1.817-5,  which affect how the Portfolios' assets may be invested.  Failure
of a Portfolio to meet the  diversification  requirement would result in loss of
tax deferred status to owners of nonqualified Contracts.

<PAGE>


FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------


The audited  financial  statements  of the Separate  Account for the years ended
December 31, 1999 and 1998 and the Company's audited  statutory-basis  financial
statements for the years ended December 31, 1999 and 1998 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.

<PAGE>



                                ANNUITY INVESTORS

                               VARIABLE ACCOUNT A

                              Financial Statements

                          Year ended December 31, 1999
                       With Report of Independent Auditors

<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                              Financial Statements

                          Year ended December 31, 1999




                                    Contents


 Report of Independent Auditors..........................................1


                          Audited Financial Statements

 Statement of Assets and Liabilities - Current Year......................3
 Statements of Operations - Current Year.................................5
 Statements of Changes in Net Assets - Current Year......................6
 Statements of Changes in Net Assets - Prior Year........................9
 Notes to Financial Statements..........................................10

<PAGE>
1

                         Report of Independent Auditors


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

We have audited the accompanying  statement of assets and liabilities of Annuity
Investors Variable Account A (comprising,  respectively,  the BT Insurance Funds
Trust EAFE Equity Index Fund, BT Insurance Funds Trust Equity 500 Index Fund, BT
Insurance  Funds Trust Small Cap Index Fund,  Dreyfus  Variable  Investment Fund
Capital  Appreciation  Portfolio,  Dreyfus  Variable  Investment Fund Growth and
Income Portfolio,  Dreyfus Variable Investment Fund Small Cap Portfolio, Dreyfus
Funds Socially  Responsible  Growth Fund, Inc.,  Dreyfus Funds 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,  Janus Aspen Series Capital Appreciation  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.  Domestic  Money  Market Fund,  Morgan  Stanley Dean Witter
Universal  Funds,  Inc.  Fixed  Income  Portfolio,  Morgan  Stanley  Dean Witter
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, 1999, and the related statement of operations and changes in net
assets for the periods  indicated  therein.  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 auditing standards generally accepted
in the United States. 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.  Our
procedures included confirmation of securities owned as of December 31, 1999, 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  aspects,  the  financial  position  of  each  of  the  respective
sub-accounts  constituting the Annuity Investors  Variable Account A at December
31, 1999,  and the results of their  operations  and changes in their net assets
for  each of the  periods  indicated  therein,  in  conformity  with  accounting
principles generally accepted in the United States.


                                     /s/-----------------------
                                        Ernst & Young LLP

Cincinnati,  Ohio
February 7, 2000


<PAGE>




                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                       STATEMENT OF ASSETS AND LIABILITIES
                                December 31, 1999


<TABLE>
<CAPTION>                                                                                                                   Market
                                                                                         Shares           Cost               Value
                                                                                     -----------    -----------        -----------
<S>                                                                                  <C>            <C>                <C>
Assets:
      Investments in portfolio shares, at net asset value (Note 2):
          BT Insurance Funds Trust:
              EAFE Equity Index Fund.....................................              3,831.201    $    47,703       $     52,104
              Equity 500 Index Fund......................................              7,799.456        108,776            118,396
              Small Cap Index Fund.......................................              9,346.203         97,758            108,509
          Dreyfus Variable Investment Fund:
              Capital Appreciation Portfolio ............................            380,426.206    $12,362,104       $ 15,167,592
              Growth and Income Portfolio ...............................            134,378.940      3,009,090          3,423,975
              Small Cap Portfolio .......................................             88,004.589      4,899,980          5,838,224
          Dreyfus Funds:
              Socially Responsible Growth Fund, Inc. ....................            225,608.067      7,618,297          9,986,608
              Stock Index Fund ..........................................            617,321.555     18,529,513         23,736,014
          Janus Aspen Series:
              Aggressive Growth Portfolio ...............................            253,781.492      6,698,531         15,148,218
              Worldwide Growth Portfolio ................................            686,859.549     18,544,514         32,797,544
              Balanced Portfolio ........................................          1,113,645.880     23,416,688         31,092,993
              Capital Appreciation Portfolio.............................             38,843.871        997,880          1,288,451
          Merrill Lynch Variable Series Funds, Inc.:
              Basic Value Focus Fund ....................................            283,209.280      3,974,494          3,851,646
              Global Strategy Focus Fund ................................             32,564.811        443,652            460,142
              High Current Income Fund ..................................            173,537.963      1,852,132          1,664,230
              Domestic Money Market Fund ................................          1,440,114.293      1,440,114          1,440,114
          Morgan Stanley Universal Funds, Inc.:
              Fixed Income Portfolio ....................................            135,393.795      1,448,943          1,360,708
              U.S. Real Estate Portfolio ................................             90,995.492        932,959            828,969
          PBHG Insurance Series Fund, Inc.:
              Growth II Portfolio .......................................             40,153.452        507,530            925,536
              Technology & Communications Portfolio .....................            268,929.910      5,824,665         12,373,465
          Strong Funds:
              Opportunity Fund II .......................................            125,778.212      2,717,460          3,268,976
                                                                                                      -----------

                       Total cost...............................................................   $115,472,783

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

                       Total assets............................................................................        164,932,414


Liabilities:
      Amounts due to Annuity Investors Life Insurance Company (Note 4).........................................                  0
- ------------------------------------------------------------------------------------------------------------------------------------

                       Net assets..............................................................................       $164,932,414
====================================================================================================================================
</TABLE>

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


                                       -2-
<PAGE>


                      ANNUITY INVESTORS VARIABLE ACCOUNT A

                 STATEMENT OF ASSETS AND LIABILITIES (CONTINUED)
                                December 31, 1999


<TABLE>
<CAPTION>
                                                                                                                          Market
                                                                                             Units       Unit Value       Value
                                                                                          -----------   ------------   -----------
<S>                                                                                  <C>               <C>           <C>
Net assets attributable to variable annuity contract holders (Note 2):
  BT Insurance Funds Trust:
      EAFE Equity Index Fund - Basic contract                                             3,810.276    $ 11.970215   $      45,610
      EAFE Equity Index Fund - Enhanced contract                                            541.492      11.993794           6,494
      Equity 500 Index Fund - Basic contract                                             10,177.237      10.825867         110,178
      Equity 500 Index Fund - Enhanced contract                                             757.647      10.847192           8,218
      Small Cap Index Fund - Basic contract                                               8,647.306      11.617671         100,461
      Small Cap Index Fund - Enhanced contract                                              691.364      11.640544           8,048
  Dreyfus Variable Investment Fund:
      Capital Appreciation Portfolio - Basic contract .......................           636,602.361      22.077832      14,054,800
      Capital Appreciation Portfolio - Enhanced contract ....................            49,797.736      22.346248       1,112,792
      Growth and Income Portfolio - Basic contract ..........................           219,498.240      14.629800       3,211,215
      Growth and Income Portfolio - Enhanced contract .......................            14,428.292      14.746030         212,760
      Small Cap Portfolio - Basic contract ..................................           387,630.477      14.087437       5,460,719
      Small Cap Portfolio - Enhanced contract ...............................            26,586.049      14.199368         377,505
  Dreyfus Funds:
      Socially Responsible Growth Fund, Inc. - Basic contract ...............           343,851.835      24.833578       8,539,072
      Socially Responsible Growth Fund, Inc. - Enhanced contract ............            57,588.637      25.135789       1,447,536
      Stock Index Fund - Basic contract .....................................           924,662.564      23.951750      22,147,287
      Stock Index Fund - Enhanced contract ..................................            65,533.674      24.242906       1,588,727
  Janus Aspen Series:
      Aggressive Growth Portfolio - Basic contract ..........................           396,557.687      36.068642      14,303,298
      Aggressive Growth Portfolio - Enhanced contract .......................            23,143.865      36.507307         844,920
      Worldwide Growth Portfolio - Basic contract ...........................           910,884.507      32.558270      29,656,824
      Worldwide Growth Portfolio - Enhanced contract ........................            95,306.242      32.953985       3,140,720
      Balanced Portfolio - Basic contract ...................................         1,127,059.575      23.368428      26,337,610
      Balanced Portfolio - Enhanced contract ................................           201,049.216      23.652829       4,755,383
      Capital Appreciation Portfolio - Basic contract .......................            87,500.549      13.247549       1,159,168
      Capital Appreciation Portfolio - Enhanced contract.....................             9,739.872      13.273610         129,283
  Merrill Lynch Variable Series Funds, Inc.:
      Basic Value Focus Fund - Basic contract ...............................           194,136.375      18.631352       3,617,023
      Basic Value Focus Fund - Enhanced contract ............................            12,441.652      18.857875         234,623
      Global Strategy Focus Fund - Basic contract ...........................            26,916.938      16.095271         433,236
      Global Strategy Focus Fund - Enhanced contract ........................             1,651.544      16.291055          26,906
      High Current Income Fund - Basic contract .............................           132,170.589      12.209776       1,613,774
      High Current Income Fund - Enhanced contract ..........................             4,084.927      12.351694          50,456
      Domestic Money Market Fund - Basic contract ...........................         1,221,067.482       1.153121       1,408,038
      Domestic Money Market Fund - Enhanced contract ........................            27,497.780       1.166484          32,076
  Morgan Stanley Dean Witter Universal Funds, Inc.:
      Fixed Income Portfolio - Basic contract ...............................            99,847.422      11.121384       1,110,442
      Fixed Income Portfolio - Enhanced contract ............................            22,325.689      11.209782         250,266
      U.S. Real Estate Portfolio - Basic contract ...........................            75,971.027      10.529927         799,969
      U.S. Real Estate Portfolio - Enhanced contract ........................             2,732.297      10.613648          29,000
  PBHG Insurance Series Fund, Inc.:
      Growth II Portfolio - Basic contract ..................................            38,048.576      22.299325         848,456
      Growth II Portfolio - Enhanced contract ...............................             3,429.359      22.476404          77,080
      Technology & Communications Portfolio - Basic contract ................           251,774.582      44.519838      11,208,963
      Technology & Communications Portfolio - Enhanced contract .............            25,951.046      44.873014       1,164,502
  Strong Funds:
      Opportunity Fund II - Basic contract ..................................           166,404.289      18.396025       3,061,178
      Opportunity Fund II - Enhanced contract ...............................            11,206.830      18.542097         207,798
- ----------------------------------------------------------------------------------------------------------------------------------

               Net assets attributable to variable annuity contract holders.......................................     164,932,414
- ----------------------------------------------------------------------------------------------------------------------------------

               Net assets.........................................................................................   $ 164,932,414
==================================================================================================================================
</TABLE>
   The accompanying notes are an integral part of these financial statements.



                                      -3-
<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                            STATEMENTS OF OPERATIONS
                          YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>

                                                                                         BT Insurance Funds Trust
                                                                                --------------------------------------------------
                                                                                    EAFE             Equity               Small
                                                                                   Equity             500                  Cap
                                                                                   Index             Index                Index
                                                                                   Fund*             Fund*                Fund*
==================================================================================================================================
<S>                                                                            <C>                 <C>                 <C>
Investment income:
     Dividends from investments in portfolio shares ....................       $    2,211         $    1,130         $    4,074

Expenses:
     Mortality and expense risk fees (Note 4) ..........................              162                428                958
- ----------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................            2,049                702              3,116

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares               57                193              8,312
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................            4,401              9,620             10,751
- ----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........            4,458              9,813             19,063
- ----------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...       $    6,507       $     10,515         $   22,179
==================================================================================================================================


==================================================================================================================================

                                                                                         Dreyfus Variable Investment Fund
                                                                                --------------------------------------------------
                                                                                                       Growth
                                                                                   Capital              and                Small
                                                                                Appreciation           Income               Cap
                                                                                  Portfolio           Portfolio          Portfolio
===================================================================================================================================
<S>                                                                            <C>                 <C>               <C>
Investment income:
     Dividends from investments in portfolio shares ....................       $   139,230         $   121,958        $     2,780

Expenses:
     Mortality and expense risk fees (Note 4) ..........................           157,051              34,926             56,668
- -----------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................           (17,821)             87,032            (53,888)

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares           297,829              26,751            (19,938)
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................           937,839             315,499           1,063,698
- -----------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........         1,235,668             342,250           1,043,760
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...       $ 1,217,847         $   429,282        $    989,872
===================================================================================================================================
<PAGE>

<CAPTION>


==================================================================================================================================

                                                                                          Dreyfus Funds
                                                                                --------------------------------
                                                                                  Socially
                                                                                 Responsible           Stock
                                                                                   Growth              Index
                                                                                  Fund, Inc.           Fund
================================================================================================================
<S>                                                                             <C>                 <C>
Investment income:
     Dividends from investments in portfolio shares ....................        $   334,708         $   401,494

Expenses:
     Mortality and expense risk fees (Note 4) ..........................             90,012             242,666
- ----------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................            244,696             158,828

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares            150,790             429,799
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................          1,566,874           2,861,998
- ----------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........          1,717,664           3,291,797
- ----------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...        $ 1,962,360         $ 3,450,625
================================================================================================================


====================================================================================================================================

                                                                                               Janus Aspen Series
                                                                          ----------------------------------------------------------

                                                                           Aggressive     Worldwide                       Capital
                                                                            Growth         Growth        Balanced       Appreciation
                                                                           Portfolio      Portfolio      Portfolio       Portfolio*
====================================================================================================================================
<S>                                                                        <C>            <C>            <C>            <C>
Investment income:
     Dividends from investments in portfolio shares ....................   $   286,294    $    37,635    $   573,864    $    2,458
Expenses:
     Mortality and expense risk fees (Note 4) ..........................       114,366        281,263        287,442         4,255
- ------------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................       171,928       (243,628)       286,422        (1,797)
Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares       386,728        424,671        407,891        11,911
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................     7,080,176     11,844,797      4,702,529       290,572
- ------------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........     7,466,904     12,269,468      5,110,420       302,483
- ------------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...   $ 7,638,832    $12,025,840    $ 5,396,842    $   300,686
====================================================================================================================================


====================================================================================================================================

                                                                                     Merrill Lynch Variable Series Funds, Inc.
                                                                           ---------------------------------------------------------
                                                                              Basic           Global          High         Domestic
                                                                              Value          Strategy        Current        Money
                                                                              Focus           Focus           Income        Market
                                                                              Fund            Fund            Fund          Fund
====================================================================================================================================
<S>                                                                        <C>            <C>            <C>            <C>
Investment income:
     Dividends from investments in portfolio shares ....................   $   732,724    $    58,449    $   172,513    $    60,062

Expenses:
     Mortality and expense risk fees (Note 4) ..........................        42,425          4,560         19,440         20,925
- ------------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................       690,299         53,889        153,073         39,137

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares         6,726         (9,522)       (55,124)             0
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................      (134,332)        27,687        (27,280)             0
- ------------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........      (127,606)        18,165        (82,404)             0
- ------------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...   $   562,693    $    72,054    $    70,669    $    39,137
====================================================================================================================================
<PAGE>
<CAPTION>

====================================================================================================================================

                                                                                Morgan Stanley                 PBHG Insurance
                                                                             Universal Funds, Inc.            Series Fund, Inc.
                                                                           ---------------------------------------------------------
                                                                                             U.S.                       Technology
                                                                             Fixed           Real          Growth           and
                                                                             Income         Estate           II       Communications
                                                                            Portfolio      Portfolio      Portfolio      Portfolio
====================================================================================================================================
<S>                                                                        <C>            <C>            <C>            <C>
Investment income:
     Dividends from investments in portfolio shares ....................   $    65,188    $    45,055    $         0    $        0

Expenses:
     Mortality and expense risk fees (Note 4) ..........................        14,817          9,559          6,988         69,699
- ------------------------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................        50,371         35,496         (6,988)       (69,699)

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares       (13,990)       (16,942)        11,405      1,006,192
     Net change in unrealized appreciation (depreciation) of
         investments in portfolio shares ..............................        (72,679)       (46,204)       400,492      6,228,179
- ------------------------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........       (86,669)       (63,146)       411,897      7,234,371
- ------------------------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...   $   (36,298)   $   (27,650)   $   404,909    $ 7,164,672
====================================================================================================================================

<CAPTION>
===================================================================================================================================

                                                                                        Strong
                                                                                        Funds
                                                                                     ------------
                                                                                     Opportunity
                                                                                         Fund
                                                                                          II                Total
===================================================================================================================
<S>                                                                                <C>                 <C>
Investment income:
     Dividends from investments in portfolio shares ....................           $   236,476         $ 3,278,303

Expenses:
     Mortality and expense risk fees (Note 4) ..........................                31,673           1,490,283
- -------------------------------------------------------------------------------------------------------------------

          Net investment income (loss) .................................               204,803           1,788,020

Net realized gain (loss) and unrealized appreciation (depreciation)
     on investments:
     Net realized gain (loss) on sale of investments in portfolio shares                15,688           3,069,427
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................               515,792          37,580,409
- -------------------------------------------------------------------------------------------------------------------

          Net gain (loss) on investments in portfolio shares ...........               531,480          40,649,836
- -------------------------------------------------------------------------------------------------------------------

               Net increase (decrease) in net assets from operations ...           $   736,283         $42,437,856
===================================================================================================================
</TABLE>


*For the period May1, 1999 (commencement of operations) to December 31, 1999
   The accompanying notes are an integral part of these financial statements.


                                      -6-

<PAGE>


                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
===================================================================================================================================
                                                                                          BT Insurance Funds Trust
                                                                                ---------------------------------------------------
                                                                                    EAFE             Equity          Small
                                                                                   Equity             500             Cap
                                                                                   Index             Index           Index
                                                                                   Fund*             Fund*           Fund*
===================================================================================================================================
<S>                                                                            <C>                <C>            <C>
Changes from operations:
     Net investment income (loss) ......................................       $      2,049       $     702        $    3,116
     Net realized gain (loss) on sale of investments in portfolio shares                 57             193             8,312
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................              4,401           9,620            10,751
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........              6,507          10,515            22,179

Changes from principal transactions:
     Contract purchase payments ........................................             30,901          63,507            66,533
     Contract redemptions ..............................................             0               (1,257)           0
     Net transfers (to) from fixed account .............................             14,696          45,631            19,797
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......             45,597         107,881            86,330
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................             52,104         118,396           108,509
Net assets, beginning of period ........................................            0               0                 0
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................       $     52,104       $ 118,396        $  108,509
===================================================================================================================================

===================================================================================================================================
                                                                                         Dreyfus Variable Investment Fund
                                                                                ---------------------------------------------------
                                                                                                       Growth
                                                                                   Capital              and                Small
                                                                                Appreciation           Income               Cap
                                                                                  Portfolio           Portfolio          Portfolio
===================================================================================================================================
<S>                                                                            <C>                 <C>                <C>
Changes from operations:
     Net investment income (loss) ......................................       $    (17,821)       $     87,032        $   (53,888)
     Net realized gain (loss) on sale of investments in portfolio shares            297,829              26,751            (19,938)
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................            937,839             315,499          1,063,698
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........          1,217,847             429,282            989,872

Changes from principal transactions:
     Contract purchase payments ........................................          5,003,811           1,105,038          2,032,391
     Contract redemptions ..............................................           (584,137)           (175,035)          (251,049)
     Net transfers (to) from fixed account .............................            189,428             (30,194)           (61,025)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......          4,609,102             899,809          1,720,317
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................          5,826,949           1,329,091          2,710,189
Net assets, beginning of period ........................................          9,340,643           2,094,884          3,128,035
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................       $ 15,167,592        $  3,423,975        $ 5,838,224
===================================================================================================================================
<PAGE>

<CAPTION>
===================================================================================================================================

                                                                                          Dreyfus Funds
                                                                                --------------------------------
                                                                                  Socially
                                                                                 Responsible             Stock
                                                                                   Growth                Index
                                                                                  Fund, Inc.             Fund
================================================================================================================
<S>                                                                             <C>                 <C>
Changes from operations:
     Net investment income (loss) ......................................        $    244,696        $    158,828
     Net realized gain (loss) on sale of investments in portfolio shares             150,790             429,799
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................           1,566,874           2,861,998
- ----------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........           1,962,360           3,450,625

Changes from principal transactions:
     Contract purchase payments ........................................           3,231,702           7,139,341
     Contract redemptions ..............................................            (342,650)           (964,103)
     Net transfers (to) from fixed account .............................             578,698              78,571
- ----------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......           3,467,750           6,253,809
- ----------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................           5,430,110           9,704,434
Net assets, beginning of period ........................................           4,556,498          14,031,580
- ----------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................        $  9,986,608        $ 23,736,014
================================================================================================================

<CAPTION>
===================================================================================================================================

                                                                                         Janus Aspen Series
                                                                    ---------------------------------------------------------------
                                                                      Aggressive        Worldwide                       Capital
                                                                         Growth           Growth         Balanced      Appreciation
                                                                       Portfolio        Portfolio        Portfolio     Portfolio
===================================================================================================================================
<S>                                                                 <C>              <C>              <C>              <C>
Changes from operations:
     Net investment income (loss) ................................. $    171,928     $   (243,628)    $    286,422     $    (1,797)
     Net realized gain (loss) on sale of investments in
          portfolio shares ........................................      386,728          424,671          407,891          11,911
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares .........................    7,080,176       11,844,797        4,702,529         290,572
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ...    7,638,832       12,025,840        5,396,842         300,686

Changes from principal transactions:
     Contract purchase payments ...................................    2,541,319        7,077,425        9,665,256         423,543
     Contract redemptions .........................................     (397,854)      (1,026,936)      (1,405,476)        (10,601)
     Net transfers (to) from fixed account ........................      839,802          619,258        2,926,031         574,823
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions ..    2,983,267        6,669,747       11,185,811         987,765
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets .........................   10,622,099       18,695,587       16,582,653       1,288,451
Net assets, beginning of period ...................................    4,526,119       14,101,957       14,510,340               0
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ......................................... $ 15,148,218     $ 32,797,544     $ 31,092,993     $ 1,288,451
===================================================================================================================================

<PAGE>

<CAPTION>
====================================================================================================================================

                                                                                     Merrill Lynch Variable Series Funds, Inc.
                                                                           ---------------------------------------------------------
                                                                              Basic           Global          High         Domestic
                                                                              Value          Strategy        Current        Money
                                                                              Focus           Focus           Income        Market
                                                                              Fund            Fund            Fund          Fund
===================================================================================================================================
<S>                                                                        <C>            <C>            <C>            <C>
Changes from operations:
     Net investment income (loss) ......................................   $   690,299    $    53,889    $   153,073    $   39,137
     Net realized gain (loss) on sale of investments in portfolio shares        (6,726)        (9,522)       (55,124)            0
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................      (134,332)        27,687        (27,280)            0
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........       562,693         72,054         70,669        39,137

Changes from principal transactions:
     Contract purchase payments ........................................      1,114,426       106,655        359,410     1,020,687
     Contract redemptions ..............................................       (158,125)      (21,890)       (73,744)     (110,314)
     Net transfers (to) from fixed account .............................       (187,654)      (51,177)      (135,388)     (507,341)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......        768,647        33,588        150,278       403,032
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................     1,331,340        105,642        220,947       442,169
Net assets, beginning of period ........................................     2,520,306        354,500      1,443,283       997,945
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................   $ 3,851,646    $   460,142    $ 1,664,230    $1,440,114
===================================================================================================================================

<CAPTION>
===================================================================================================================================

                                                                                Morgan Stanley                 PBHG Insurance
                                                                             Universal Funds, Inc.            Series Fund, Inc.
                                                                           --------------------------------------------------------
                                                                                             U.S.                      Technology
                                                                             Fixed           Real          Growth          and
                                                                             Income         Estate           II      Communications
                                                                            Portfolio      Portfolio      Portfolio     Portfolio
===================================================================================================================================
<S>                                                                        <C>            <C>            <C>           <C>
Changes from operations:
     Net investment income (loss) ......................................   $    50,371    $    35,496    $    (6,988)  $   (69,699)
     Net realized gain (loss) on sale of investments in portfolio shares       (13,990)       (16,942)        11,405     1,006,192
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................       (72,679)       (46,204)       400,492     6,228,179

          Net increase (decrease) in net assets from operations ........       (36,298)       (27,650)       404,909     7,164,672

Changes from principal transactions:
     Contract purchase payments ........................................       634,154        269,084        162,678     1,824,129
     Contract redemptions ..............................................      (118,652)       (58,208)       (31,695)     (146,246)
     Net transfers (to) from fixed account .............................        99,593        (19,321)        69,837     1,982,037

          Net increase in net assets from principal transactions .......       615,095        191,555        200,820     3,659,920

               Net increase in net assets ..............................       578,797        163,905        605,729    10,824,592
Net assets, beginning of period ........................................       781,911        665,064        319,807     1,548,873

Net assets, end of period ..............................................   $ 1,360,708    $   828,969    $   925,536   $12,373,465
===================================================================================================================================

<CAPTION>
===================================================================================================================================

                                                                                        Strong
                                                                                        Funds
                                                                                     ------------
                                                                                     Opportunity
                                                                                         Fund
                                                                                          II                Total
======================================================================================================================
<S>                                                                                <C>                 <C>
Changes from operations:
     Net investment income (loss) ......................................           $    204,803        $  1,788,020
     Net realized gain (loss) on sale of investments in portfolio shares                 15,688           3,069,427
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................                515,792          37,580,409
- ----------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........                736,283          42,437,856

Changes from principal transactions:
     Contract purchase payments ........................................                967,326          44,839,316
     Contract redemptions ..............................................               (248,785)         (6,126,757)
     Net transfers (to) from fixed account .............................                102,057           7,148,159
- ----------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......                820,598          45,860,718
- ----------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................              1,556,881          88,298,574
Net assets, beginning of period ........................................              1,712,095          76,633,840
- ----------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................           $  3,268,976        $164,932,414
======================================================================================================================
</TABLE>

*For the period May 1, 1999 (commencement of operations) to December 31, 1999
   The accompanying notes are an integral part of these financial statements.

                                      -8-

<PAGE>

                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                       STATEMENTS OF CHANGES IN NET ASSETS
                          YEAR ENDED DECEMBER 31, 1998


<TABLE>

<CAPTION>
====================================================================================================================================

                                                                                         Dreyfus Variable Investment Fund
                                                                                ----------------------------------------------------
                                                                                                       Growth
                                                                                   Capital              and               Small
                                                                                Appreciation           Income              Cap
                                                                                  Portfolio           Portfolio         Portfolio
====================================================================================================================================
<S>                                                                            <C>                 <C>                <C>
Changes from operations:
     Net investment income (loss) ......................................       $    (27,504)       $     17,835        $    22,943
     Net realized gain (loss) on sale of investments in portfolio shares             80,800              (7,622)           (18,401)
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................          1,537,721             124,226            (77,296)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........          1,591,017             134,439            (72,754)

Changes from principal transactions:
     Contract purchase payments ........................................          3,493,049           1,319,418          1,968,291
     Contract redemptions ..............................................           (283,084)            (37,005)           (62,726)
     Net transfers (to) from fixed account .............................            623,341             117,220            224,657
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......          3,833,306           1,399,633          2,130,222
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................          5,424,323           1,534,072          2,057,468
Net assets, beginning of period ........................................          3,916,320             560,812          1,070,567
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................       $  9,340,643        $  2,094,884        $ 3,128,035
===================================================================================================================================

<CAPTION>
===================================================================================================================================

                                                                                          Dreyfus Funds
                                                                                --------------------------------
                                                                                  Socially
                                                                                 Responsible             Stock
                                                                                   Growth                Index
                                                                                  Fund, Inc.             Fund
================================================================================================================
<S>                                                                             <C>                 <C>
Changes from operations:
     Net investment income (loss) ......................................        $    131,953        $     42,191
     Net realized gain (loss) on sale of investments in portfolio shares              33,516             179,958
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................             664,657           1,980,383
- ----------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........             830,126           2,202,532

Changes from principal transactions:
     Contract purchase payments ........................................           1,499,937           6,196,975
     Contract redemptions ..............................................            (122,782)           (315,162)
     Net transfers (to) from fixed account .............................             254,932             722,941
- ----------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......           1,632,087           6,604,754
- ----------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................           2,462,213           8,807,286
Net assets, beginning of period ........................................           2,094,285           5,224,294
- ----------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................        $  4,556,498        $ 14,031,580
================================================================================================================
<PAGE>

<CAPTION>
====================================================================================================================================

                                                                                         Janus Aspen Series
                                                                    ----------------------------------------------------------------
                                                                                                                           Short-
                                                                      Aggressive        Worldwide                          Term
                                                                         Growth           Growth         Balanced          Bond
                                                                       Portfolio        Portfolio        Portfolio       Portfolio
===================================================================================================================================
<S>                                                                 <C>              <C>              <C>              <C>
Changes from operations:
     Net investment income (loss) ................................. $    (40,580)    $    272,716     $    334,930     $       283
     Net realized gain (loss) on sale of investments in
          portfolio shares ........................................       29,417           94,500           54,985          (7,029)
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares .........................    1,063,481        1,997,580        2,551,784           7,834
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ...    1,052,318        2,364,796        2,941,699           1,088

Changes from principal transactions:
     Contract purchase payments ...................................    1,211,114        4,957,213        5,335,110           3,730
     Contract redemptions .........................................     (200,425)        (384,734)        (361,309)             (5)
     Net transfers (to) from fixed account ........................      (90,308)         413,880          699,782         (70,939)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions ..      920,381        4,986,359        5,673,583         (67,214)
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets .........................    1,972,699        7,351,155        8,615,282         (66,126)
Net assets, beginning of period ...................................    2,553,420        6,750,802        5,895,058          66,126
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ......................................... $  4,526,119     $ 14,101,957     $ 14,510,340     $         0
===================================================================================================================================

===================================================================================================================================

                                                                                     Merrill Lynch Variable Series Funds, Inc.
                                                                           --------------------------------------------------------
                                                                              Basic           Global          High        Domestic
                                                                              Value          Strategy        Current       Money
                                                                              Focus           Focus           Income       Market
                                                                              Fund            Fund            Fund          Fund
===================================================================================================================================
<S>                                                                        <C>            <C>            <C>           <C>
Changes from operations:
     Net investment income (loss) ......................................   $   134,217    $    34,716    $   105,219   $    29,208
     Net realized gain (loss) on sale of investments in portfolio shares          (837)        (2,908)       (15,007)            0
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................       (46,659)       (11,851)      (162,254)            0
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........        86,721         19,957        (72,042)       29,208

Changes from principal transactions:
     Contract purchase payments ........................................     1,501,132        113,474        720,476     1,401,235
     Contract redemptions ..............................................       (65,000)        (9,043)       (60,276)      (24,217)
     Net transfers (to) from fixed account .............................       (15,754)        (4,752)        40,846    (1,173,203)
- -----------------------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......     1,420,378         99,679        701,046       203,815
- -----------------------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................     1,507,099        119,636        629,004       233,023
Net assets, beginning of period ........................................     1,013,207        234,864        814,279       764,922
- -----------------------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................   $ 2,520,306    $   354,500    $ 1,443,283   $   997,945
===================================================================================================================================

<PAGE>
<CAPTION>
====================================================================================================================================

                                                                                Morgan Stanley                 PBHG Insurance
                                                                             Universal Funds, Inc.            Series Fund, Inc.
                                                                           ---------------------------   -------------------------
                                                                                             U.S.                      Technology
                                                                             Fixed           Real          Growth         and
                                                                             Income         Estate           II      Communications
                                                                            Portfolio      Portfolio      Portfolio     Portfolio
===================================================================================================================================
<S>                                                                        <C>            <C>            <C>           <C>
Changes from operations:
     Net investment income (loss) ......................................   $    31,152    $    16,236    $    (2,974)  $   (11,977)
     Net realized gain (loss) on sale of investments in portfolio shares         5,008         (4,878)           596         4,399
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................       (13,145)       (64,725)        22,827       337,130

          Net increase (decrease) in net assets from operations ........        23,015        (53,367)        20,449       329,552

Changes from principal transactions:
     Contract purchase payments ........................................       354,893        455,030        121,131       644,581
     Contract redemptions ..............................................        (6,605)       (11,846)        (2,291)      (38,053)
     Net transfers (to) from fixed account .............................       333,864         36,326          5,646        81,794

          Net increase in net assets from principal transactions .......       682,152        479,510        124,486       688,322

               Net increase in net assets ..............................       705,167        426,143        144,935     1,017,874
Net assets, beginning of period ........................................        76,744        238,921        174,872       530,999

Net assets, end of period ..............................................   $   781,911    $   665,064    $   319,807   $ 1,548,873
===================================================================================================================================

<CAPTION>
=======================================================================================================================

                                                                                        Strong
                                                                                        Funds
                                                                                     ------------
                                                                                     Opportunity
                                                                                         Fund
                                                                                          II                Total
=======================================================================================================================
<S>                                                                                <C>                 <C>
Changes from operations:
     Net investment income (loss) ......................................           $     80,063        $  1,170,627
     Net realized gain (loss) on sale of investments in portfolio shares                 (3,881)            422,616
     Net change in unrealized appreciation (depreciation) of
          investments in portfolio shares ..............................                 28,800           9,940,493
- ----------------------------------------------------------------------------------------------------------------------

          Net increase (decrease) in net assets from operations ........                104,982          11,533,736

Changes from principal transactions:
     Contract purchase payments ........................................              1,062,529          32,359,318
     Contract redemptions ..............................................                (24,103)         (2,008,666)
     Net transfers (to) from fixed account .............................                131,106           2,331,379
- ----------------------------------------------------------------------------------------------------------------------

          Net increase in net assets from principal transactions .......              1,169,532          32,682,031
- ----------------------------------------------------------------------------------------------------------------------

               Net increase in net assets ..............................              1,274,514          44,215,767
Net assets, beginning of period ........................................                437,581          32,418,073
- ----------------------------------------------------------------------------------------------------------------------

Net assets, end of period ..............................................           $  1,712,095        $ 76,633,840
======================================================================================================================
</TABLE>

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

                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 1999


                                                        Basic Contracts
<TABLE>
<CAPTION>
===================================================================================================================================
                                           BT Insurance Funds Trust
                                           ----------------------------------------------------
                                           EAFE              Equity              Small
                                           Equity             500                Cap
                                           Index             Index               Index
                                           Fund*             Fund*               Fund*
 ==================================================================================================================================
<S>                                        <C>                <C>                <C>
Units outstanding, December 31, 1998       0.000              0.000              0.000


Units purchased                            3,810.276          10,331.080         8,647.306

Units redeemed                             0.000                (153.843)        0.000
                                           -----------        -----------        -----------

Units outstanding December 31, 1999        3,810.276          10,177.237         8,647.306
                                           ===========        ===========        ===========
==================================================================================================================================


==================================================================================================================================
                                                   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, 1998       445,340.210        153,859.242        256,140.224        229,710.625        665,996.241


Units purchased                            217,121.521         79,738.069        153,642.007        128,882.124        306,191.129

Units redeemed                             (25,859.370)       (14,099.071)       (22,151.754)       (14,740.914)       (47,524.806)
                                           -----------        -----------        -----------        -----------        -----------

Units outstanding December 31, 1999        636,602.361        219,498.240        387,630.477        343,851.835        924,662.564
                                           ===========        ===========        ===========        ===========        ===========
==================================================================================================================================

<CAPTION>
==================================================================================================================================

                                                                    Janus Aspen Series
                                           -------------------------------------------------------------------

                                           Aggressive          Worldwide                              Capital
                                             Growth             Growth            Balanced          Appreciation
                                            Portfolio          Portfolio          Portfolio          Portfolio*
==================================================================================================================================

<S>                                        <C>                <C>                <C>                 <C>
Units outstanding, December 31, 1998       276,028.214        689,148.869        765,170.784          0.000


Units purchased                            137,108.637        264,930.013        425,009.063         87,758.737

Units redeemed                             (16,579.164)       (43,194.375)       (63,120.272)          (258.188)
                                           -----------        -----------        -----------        -----------

Units outstanding December 31, 1999        396,557.687        910,884.507      1,127,059.575         87,500.549
                                           ===========        ===========        ===========        ===========
===============================================================================================================
<PAGE>
<CAPTION>
===================================================================================================================================

                                                        Merrill Lynch Variable Series Funds, Inc.
                                           --------------------------------------------------------------------

                                              Basic              Global             High             Domestic
                                              Value             Strategy           Current            Money
                                              Focus              Focus             Income             Market
                                              Fund                Fund              Fund              Fund
===============================================================================================================
<S>                                        <C>                 <C>               <C>               <C>
Units outstanding, December 31, 1997        154,675.988        25,160.717        119,716.657         876,845.270


Units purchased                              59,353.126         6,745.277         29,377.214        873,314.568

Units redeemed                              (19,892.739)       (4,989.056)       (16,923.282)       (529,092.356)
                                           -------------      -------------      -------------      -------------


Units outstanding December 31, 1998         194,136.375        26,916.938        132,170.589       1,221,067.482
                                           =============      =============     =============      =============
==================================================================================================================================

==================================================================================================================================
<CAPTION>
                                                   Morgan Stanley                                 PBHG Insurance         Strong
                                                Universal Funds, Inc.                            Series Fund, Inc.        Funds
                                           ------------------------------         ------------------------------------------------
                                                                  U.S.                              Technology
                                             Fixed               Real              Growth               and           Opportunity
                                             Income             Estate               II            Communications         Fund
                                            Portfolio          Portfolio          Portfolio          Portfolio             II
==================================================================================================================================
<S>                                         <C>                <C>                <C>               <C>                <C>
Units outstanding, December 31, 1998        67,599.236         61,094.222         27,306.830        112,549.063        120,817.718


Units purchased                             50,426.949         22,075.300         12,913.485         145,514.537        60,905.113

Units redeemed                             (18,178.763)        (7,198.495)        (2,171.739)        (6,289.018)       (15,318.542)
                                           -------------     ------------      -------------      -------------      -------------

Units outstanding December 31, 1999         99,847.422         75,971.027         38,048.576        251,774.582        166,404.289
                                           =============     ============      =============      =============      =============
==================================================================================================================================
</TABLE>

*For the period May 1, 1999 (commencement of operations to december 31, 1999
 The accompanying notes are an integral part of these financial statements.


                                      -9-
<PAGE>


                      ANNUITY INVESTORS VARIABLE ACCOUNT A


                 STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)
                          YEAR ENDED DECEMBER 31, 1998


                             Enhanced Contracts
<TABLE>
<CAPTION>
==================================================================================================================================
                                           BT Insurance Funds Trust
                                           --------------------------------------------------
                                           EAFE              Equity              Small
                                           Equity             500                Cap
                                           Index             Index               Index
                                           Fund*             Fund*               Fund*
 ============================================================================================
=============================================================================================
<S>                                        <C>                <C>                <C>
Units outstanding, December 31, 1998       0.000              0.000              0.000


Units purchased                            541.551            757.647            691.364

Units redeemed                             (0.059)            0.000              0.000
                                           -----------        -----------        -----------

Units outstanding December 31, 1999        541.492            757.647            691.364
                                           ===========        ===========        ===========
==================================================================================================================================

==================================================================================================================================

                                                  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, 1998       20,198.098        11,391.202        13,863.364         5,962.423        31,533.165


Units purchased                            31,665.501         4,532.669        16,329.526        53,033.972        35,819.180

Units redeemed                             (2,065.863)       (1,495.579)       (3,606.841)       (1,407.758)       (1,818.671)
                                           ----------        ----------        ----------       ----------       ----------

Units outstanding December 31, 1999        49,797.736        14,428.292        26,586.049        57,588.637        65,533.674
                                          ==========        ==========        ==========        ==========        ==========
==================================================================================================================================

<CAPTION>
==================================================================================================================================

                                                                   Janus Aspen Series
                                           --------------------------------------------------------------------
                                           Aggressive        Worldwide                            Capital
                                             Growth            Growth          Balanced         Appreciation
                                           Portfolio         Portfolio         Portfolio          Portfolio*
===============================================================================================================
<S>                                         <C>              <C>               <C>               <C>
Units outstanding, December 31, 1998         3,311.189       14,225.653        12,092.854        0.000


Units purchased                             20,689.190       84,333.217       193,959.191       10,673.619

Units redeemed                                (856.514)      (3,252.628)       (5,002.829)        (933.747)
                                            ----------        ----------        ----------      -----------

Units outstanding December 31, 1999         23,143.865       95,306.242       201,049.216        9,739.872
                                            ==========       ==========       ===========        ==========
===========================================================================================================
<PAGE>
<CAPTION>
==================================================================================================================================

                                                       Merrill Lynch Variable Series Funds, Inc.
                                           ----------------------------------------------------------------
                                             Basic             Global             High           Domestic
                                             Value            Strategy           Current          Money
                                             Focus             Focus             Income           Market
                                             Fund              Fund               Fund            Fund
===========================================================================================================
<S>                                        <C>                <C>               <C>             <C>
Units outstanding, December 31, 1998        7,075.336         1,230.646         3,945.423        15,490.877


Units purchased                             5,615.939           824.733           955.030        26,606.247

Units redeemed                               (249.623)         (403.835)         (815.526)      (14,599.344)
                                            ----------        ----------        ----------       ----------

Units outstanding December 31, 1999         12,441.652         1,651.544        4,084.927        27,497.780
                                            ==========        ==========        ==========       ==========
==================================================================================================================================

<CAPTION>
==================================================================================================================================

                                                 Morgan Stanley                      PBHG Insurance                 Strong
                                              Universal Funds, Inc.                 Series Fund, Inc.               Funds
                                           ----------------------------        ------------------------------    -----------
                                                                U.S.                             Technology
                                             Fixed              Real             Growth             and          Opportunity
                                            Income             Estate              II          Communications        Fund
                                           Portfolio          Portfolio         Portfolio        Portfolio            II
============================================================================================================================
<S>                                         <C>               <C>               <C>             <C>              <C>
Units outstanding, December 31, 1998           706.067          365.320           763.702        2,340.838         3,173.858


Units purchased                             22,764.255        2,782.115         2,806.089       23,756.398         8,268.358

Units redeemed                              (1,144.633)        (415.138)         (140.432)        (146.190)         (235.386)
                                           ----------        ----------        ----------        ----------        ---------

Units outstanding December 31, 1999         22,325.689        2,732.297         3,429.359       25,951.046        11,206.830
                                            ==========        ==========        ==========      ==========        =========
============================================================================================================================
</TABLE>

*For the period May 1, 1999 (commencement of operations) to December 31, 1999
   The accompanying notes are an integral part of these financial statements.

                                      -10-
<PAGE>



                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999

(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, 1999, the following investment options were available:

                  BT Insurance Funds Trust:
o        EAFE Equity Index Fund
o        Equity 500 Index Fund
o        Small Cap Index Fund
                  The Dreyfus Variable Investment Fund:
o        Capital Appreciation Portfolio
o        Growth and Income Portfolio
o        Small Cap Portfolio
                  Dreyfus Funds:
o        Socially Responsible Growth Fund, Inc.
o        Stock Index Fund
                  Janus Aspen Series:
o        Aggressive Growth Portfolio
o        Worldwide Growth Portfolio
o        Balanced Portfolio
o        Capital Appreciation Portfolio
                  Merrill Lynch Variable Series Funds, Inc.:
o        Domestic Money Market Fund
o        Basic Value Focus Fund
o        Global Strategy Focus Fund
o        High Current Income Fund
                  Morgan Stanley Dean Witter Universal Funds, Inc.:
o        Fixed Income Portfolio
o        U.S. Real Estate Portfolio
                  PBHG Insurance Series Fund, Inc.:
o        Growth II Portfolio
o        Technology & Communications Portfolio
                  Strong Funds:
o        Opportunity Fund II

The following variable sub-accounts were added to the account on May 1, 1999: BT
Insurance Funds Trust EAFE Equity Index Fund,  Equity 500 Index Fund,  Small Cap
Index Fund;  Janus Aspen  Series  Capital  Appreciation  Portfolio.  No variable
sub-accounts were deleted from the account in 1999.


<PAGE>
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                December 31, 1999

(2)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Basis of Presentation

     The preparation of financial  statements in conformity with accounting
     principles generally accepted in the United States 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.

     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 contrat'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 (loss) 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.



                                       11

<PAGE>
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                December 31, 1999

(3)  PURCHASE AND SALES OF INVESTMENTS IN PORTFOLIO SHARES

     The aggregate cost of purchases and proceeds from sales of investments in
     all portfolio shares for the year ended December 31, 1999 is as follows:

                                                                 1999
                                                           ---------------
                                                                      Proceeds
                                                       Cost of          from
                                                      Purchases         Sales

BT Insurance Funds Trust:
     EAFE Equity Index Fund                        $     48,394    $        748
     Equity 500 Index Fund                              110,960           2,377
     Small Cap Index Fund                               263,022         173,576
The Dreyfus Variable Investment Fund:
     Capital Appreciation Portfolio                   5,306,728         715,446
     Growth and Income Portfolio                      1,294,121         307,280
     Small Cap Portfolio                              2,117,717         451,288
Dreyfus Funds:
     Socially Responsible Growth Fund, Inc.           4,075,787         363,342
     Stock Index Fund                                 7,501,323       1,088,686
Janus Aspen Series:
     Aggressive Growth Portfolio                      3,819,600         664,405
     Worldwide Growth Portfolio                       7,260,011         833,892
     Balanced Portfolio                              12,453,668         981,435
     Capital Appreciation Portfolio                   1,275,107         289,139
Merrill Lynch Variable Series Funds, Inc.:
     Basic Value Focus Fund                           1,768,304         309,358
     Global Strategy Focus Fund                         189,812         102,335
     High Current Income Fund                           609,776         306,426
     Domestic Money Market Fund                       3,002,442       2,560,273
Morgan Stanley Dean Witter Universal Funds, Inc.:
     Fixed Income Portfolio                           1,050,751         385,286
     U.S. Real Estate Portfolio                         325,368          98,317
PBHG Insurance Series Fund, Inc.:
     Growth II Portfolio                                242,849          49,017
     Technology & Communications Portfolio            5,356,348       1,766,127
Strong Funds:
     Opportunity Fund II                              1,344,748         319,348
                                                      ---------        --------
           Total                                   $ 59,416,836    $ 11,768,101
                                                     ==========      ==========






<PAGE>
                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                December 31, 1999


(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 the 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
     $1,398,650 for the year ended December 31, 1999.

     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
     $91,633 for the year ended December 31, 1999.

     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
     $112,132 for the year ended December 31, 1999.

(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, 1999

(6)  NET ASSETS

     The following is a  reconciliation  of net assets at December 31, 1999:

                                                                       1999

     Proceeds from the sales of units since organization,
         less cost of units redeemed                             $ 108,507,791
     Undistributed net investment income                             3,416,421
     Undistributed net realized gains on sale of investments         3,548,649
     Net unrealized appreciation of investments                     49,459,553
                                                                   -----------
     Net assets, end of period                                   $ 164,932,414
                                                                   ===========

<PAGE>


                            ANNUITY INVESTORS LIFE

                                INSURANCE COMPANY


                      Statutory-Basis Financial Statements
                         and Other Financial Information

                     Years ended December 31, 1999 and 1998
                       With Report of Independent Auditors

<PAGE>









                    ANNUITY INVESTORS LIFE INSURANCE COMPANY

                      Statutory-Basis Financial Statements
                         and Other Financial Information

                     Years ended December 31, 1999 and 1998




                                Contents


Report of Independent Auditors............................................1

Audited Statutory-Basis Financial Statements

Balance Sheets - Statutory-Basis..........................................2
Statements of Operations - Statutory-Basis................................3
Statements of Changes in Capital and Surplus -
Statutory-Basis...........................................................4
Statements of Cash Flows - Statutory-Basis................................5
Notes to Statutory-Basis Financial Statements.............................6


<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 as of December  31,  1999 and 1998,  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  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, 1999 and 1998,  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,
1999 and 1998,  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
                                          -------------------------
                                             Ernst & Young, LLP
March 9, 2000
<PAGE>

                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                STATUTORY-BASIS

                                                                                             December 31
                                                                                1999                       1998
<S>                                                                         <C>                       <C>
     ADMITTED ASSETS
     Cash and investments
         Fixed maturities - at amortized cost
              (market value - $182,867,342 and $105,451,926)                $193,743,079               $104,080,672
         Policy loans                                                          3,047,433                  1,293,252
         Short-term investments                                               10,926,798                 15,489,533
         Cash                                                                  3,899,250                4,400,560

         Total cash and investments                                          211,616,560                125,264,017

     Investment income due and accrued                                         2,755,329                  1,787,577
     Reinsurance ceded receivable                                                 29,185                     36,505
     Other admitted assets                                                       350,792                     67,656

         Total General Account admitted assets                               214,751,866                127,155,755
     Separate Account assets                                                 354,371,093                120,049,207

         Total admitted assets                                              $569,122,959               $247,204,962

     LIABILITIES, CAPITAL AND SURPLUS
     Annuity reserves                                                       $193,500,443               $106,630,855
     Policy and contract claims                                                1,113,896                  1,190,191
     Commissions due and accrued                                                 438,742                    312,211
     General expenses due and accrued                                            386,507                    258,781
     Transfers to Separate Accounts due and
     accrued (contingent deferred sales charges)                             (14,823,799)                (6,469,163)
     Taxes, licenses and fees due and accrued                                     19,861                     79,500
     Asset valuation reserve                                                     736,841                    370,700
     Reinsurance ceded payable                                                    58,000                    416,051
     Payable to parent and affiliates                                            322,213                    288,222
     Payable for securities                                                            -                  2,005,397
     Remittances and items not allocated                                       5,862,365                    497,147
     Other liabilities                                                             21,380                     227,316

         Total General Account liabilities                                   187,636,449                105,807,208
     Separate Account liabilities                                            354,371,093                120,049,207

         Total liabilities                                                   542,007,542                225,856,415

     Common stock, par value- $125 per share:
         - 25,000 shares authorized
         - 20,000 shares issued and outstanding                                2,500,000                  2,500,000
     Gross paid-in and contributed surplus                                    34,550,000                 24,550,000
     Unassigned deficit                                                       (9,934,583)                (5,701,453)
                                                                              ----------                 ----------

         Total capital and surplus                                            27,115,417                 21,348,547

         Total liabilities, capital and surplus                             $569,122,959               $247,204,962

</TABLE>

                See notes to statutory-basis financial statements
                                        2

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF OPERATIONS
                                 STATUTORY-BASIS

<TABLE>
<CAPTION>


                                                                                    Year ended December 31

                                                                                   1999                 1998
<S>                                                                         <C>                   <C>
     Revenues
         Premiums and annuity considerations                                $  59,560,346         $  72,586,568
         Deposit-type funds                                                   204,983,631            89,221,073
         Net investment income                                                 10,592,696             4,811,248
         Amortization of interest maintenance reserve                             (23,774)               (2,884)
         Commission and expense allowance on reinsurance ceded                     11,920                36,505
         Contract charges - Separate Accounts                                   2,975,960               938,114
         Other income                                                             624,366               175,491

                Total revenue                                                 278,725,145           167,766,115

     Benefits and expenses
         Increase in aggregate reserves                                        86,869,589            83,443,867
         Increase (decrease) in policy and contract claim
         reserves                                                                 (76,295)            1,190,191
         Policyholders' benefits                                               25,208,176             6,298,169
         Commissions                                                           17,014,820            12,860,357
         General insurance expenses                                             8,852,677             5,805,845
         Taxes, licenses and fees                                                 489,962               437,001
         Net transfers to Separate Accounts                                   144,083,078            62,546,680

                Total benefits and expenses                                   282,442,007           172,582,110

     Loss from operations before federal income taxes                          (3,716,862)           (4,815,995)

     Benefit for federal income taxes                                                    -                     -

     Loss from operations after federal income taxes before                    (3,716,862)           (4,815,995)
     net realized capital losses

     Net realized capital losses:
         Net realized capital losses before federal income                       (412,324)               (2,828)
         taxes and transfer to IMR
         Capital loss tax benefit                                                       -                     -
         Interest maintenance reserve transfer (net of tax)                       268,011                 1,838

                Net realized capital losses after transfer to IMR                (144,313)                 (990)

     Net loss                                                               $  (3,861,175)          $(4,816,985)



                                         See notes to statutory-basis financial statements
</TABLE>









                                                                 3

<PAGE>

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



                                                                                   Year ended December 31

<S>                                                                              <C>                    <C>
                                                                                 1999                   1998
     Common stock
         Balance at beginning and end of year                               $   2,500,000         $   2,500,000


     Gross paid-in and contributed surplus
         Balance at beginning of year                                       $  24,550,000         $  17,550,000
         Surplus contribution by parent                                        10,000,000             7,000,000

                Balance at end of year                                      $  34,550,000         $  24,550,000


     Unassigned deficit
         Balance at beginning of year                                       $  (5,701,453)        $    (154,910)
         Net loss                                                              (3,861,175)           (4,816,985)
         Increase in non-admitted assets                                          (39,698)             (336,458)
         Increase in asset valuation reserve                                     (366,142)             (244,624)
         Adjustment for prior year taxes                                           33,885              (148,476)

                Balance at end of year                                      $  (9,934,583)        $  (5,701,453)


     Total capital and surplus                                              $  27,115,417         $  21,348,547


                                           See notes to statutory-basis financial statements

</TABLE>



                                                                 4

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                            STATEMENTS OF CASH FLOWS
                                 STATUTORY-BASIS

<TABLE>
<CAPTION>

                                                                                   Year ended December 31

<S>                                                                               <C>                   <C>
                                                                                  1999                  1998
     Operations:
         Premiums and annuity considerations                                $  59,560,346         $  72,586,568
         Deposit-type funds                                                   204,983,631            89,221,073
         Net investment income                                                  9,706,002             3,673,508
         Net increase in policy loans                                          (1,754,181)           (1,011,494)
         Policyholder benefits paid                                           (25,232,406)           (6,298,169)
         Commissions, expenses and other taxes paid                           (26,183,048)          (18,779,248)
         Net transfers to Separate Accounts                                  (152,437,714)          (66,844,972)
         Contract charges - Separate Accounts                                   2,975,960               938,114
         Other cash provided (used)                                             5,414,876              (200,930)

                Net cash provided by operations                                77,033,466            73,284,450

     Investing activities:
         Sale, maturity or repayment of fixed maturities                       17,388,402             4,617,366
         Purchase of fixed maturities                                        (107,480,516)          (75,650,853)
         Cash (used) provided from receivable/payable
         for securities                                                        (2,005,397)            2,005,397

                Net cash used in investment activities                        (92,097,511)          (69,028,090)

     Financing activities:
         Surplus paid in                                                       10,000,000             7,000,000

                Net cash provided by financing activities                      10,000,000             7,000,000


     Net (decrease) increase in cash and short-term
     investments                                                               (5,064,045)           11,256,360

     Cash and short-term investments at beginning of year                      19,890,093             8,633,733

     Cash and short-term investments at end of year                         $  14,826,048         $  19,890,093

</TABLE>


                See notes to statutory-basis financial statements


                                                                 5

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                  NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

A.  GENERAL

Annuity  Investors Life Insurance  Company  ("AILIC" or "the Company"),  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")  owned
83% as of December 31, 1999.

AILIC's  products are variable and fixed annuities.  The variable  annuities are
reported  as  deposit-type  funds and are  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,  primarily in the western part of the United  States.  In 1999 and 1998,
the individual fixed annuity  products  represented  approximately  23% and 45%,
respectively, of total production

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 annuity reserves 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, 1999 AND 1998

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. AILIC has an
IMR asset which is non-admitted and charged against surplus.

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 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.  The aggregate fair
value of all reserve  liabilities  was  approximately  $193.5 million and $106.6
million at December 31, 1999 and 1998, respectively.

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.  AILIC remains obligated for amounts
ceded in the event that the reinsurers do not meet their obligations.

FEDERAL INCOME TAXES American Financial  Corporation  ("AFC") files consolidated
federal income tax returns which include  AILIC.  The provision for income taxes
has been computed as if AILIC had filed tax returns on a separate company basis.
In  accordance  with  terms  of  AAG's  indentures,  AAG  receives  AILIC's  tax
allocation payments and any amounts owed to AFC are paid by AAG.

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, 1999 AND 1998

C.   INVESTMENTS

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

                                                                                                 1999
                                                                  Carrying            Market                Gross Unrealized
                                                                   Value              Value             Gains             Losses
<S>                                                             <C>               <C>                  <C>            <C>

     U.S. Government and government
         agencies and authorities                               $  23,638,025      $ 22,894,844      $  13,899      $    757,080
     Public utilities                                               7,860,872         7,467,832              -           393,040
     Mortgage-backed securities                                    84,039,756        78,987,840         22,523         5,074,439
     All other corporate                                           78,204,426        73,516,826        112,294         4,799,894

         Total fixed maturity investments                        $193,743,079      $182,867,342       $148,716       $11,024,453


                                                                                                    1998
                                                                   Carrying            Market                Gross Unrealized
                                                                    Value               Value            Gains              Losses
     U.S. Government and government
         agencies and authorities                               $  11,468,057     $  11,725,221      $   257,164    $          -
     Public Utilities                                               3,515,521         3,572,345           56,824               -
     Mortgage-backed securities                                    36,024,471        35,613,490          241,662         652,643
     All other corporate                                          53,072,623         54,540,870        1,485,224          16,977

         Total fixed maturity investments                        $104,080,672      $105,451,926       $2,040,874        $669,620

</TABLE>

The table below sets forth the scheduled  maturities of AILIC's fixed maturity
investments as of December 31, 1999:

<TABLE>
<CAPTION>                                                                                         Carrying              Market
                                                                                                   Value                Value
<S>                                                                                         <C>                   <C>

Bonds by maturity:
     Due within 1 year or less                                                              $    4,207,465         $   4,174,380
     Over 1 year through 5 years                                                                18,607,502            18,066,284
     Over 5 years through 10 years                                                              93,436,969            88,555,502
     Over 10 years through 20 years                                                             54,382,249            50,109,709
     Over 20 years                                                                              23,108,894            21,961,467

                Total bonds by maturity                                                       $193,743,079          $182,867,342
</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 $17.4 million in 1999 and
$4.6  million in 1998.  Gross  realized  gains of $138,708  and $6,993 and gross
realized  losses of $551,032 and $9,821 were realized on those sales during 1999
and 1998, respectively.

U.S.  Treasury  Notes with a carrying value of $6.8 million at December 31, 1999
and 1998 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, 1999 AND 1998

Net investment income consisted of the following:
<TABLE>
<CAPTION>

                                                                                1999                   1998
<S>                                                                         <C>                    <C>

     Bonds                                                                  $10,314,501            $4,421,263
     Short-term investments                                                     371,460               455,230
     Cash on hand and on deposit                                                  5,357                 1,965
     Policy loans                                                               116,190                32,876
     Miscellaneous                                                               16,137                 6,776

                Gross investment income                                      10,823,645             4,918,110

     Investment expenses                                                       (230,949)             (106,862)

                Net investment income                                       $10,592,696            $4,811,248
</TABLE>

D.   FEDERAL INCOME TAXES

AILIC has no federal  income taxes  available  for  recoupement  in the event of
future  losses.  AILIC has  approximately  $2.9  million,  $4.6 million and $2.0
million in loss  carryforwards  derived from years ended December 31, 1999, 1998
and 1997,  respectively,  to offset future  year's  taxable  income.  These loss
carryforwards  will expire in the year 2019, 2018 and 2012,  respectively.  Loss
carryforwards  derived prior to 1998 will expire in 15 years,  and those derived
in 1998 or after, per new IRS regulations, will expire in 20 years.

E.   RELATED PARTY TRANSACTIONS

On December  31, 1998,  for all  policies  issued by AILIC on or after August 1,
1998,  a  co-insurance  agreement  was  entered  into with Great  American  Life
Insurance  Company  ("GALIC") to reinsure all of AILIC's equity indexed  annuity
premiums,  benefits and expenses  with GALIC.  As of December 31, 1999 and 1998,
AILIC  transferred $0.1 million and $0.4 million,  respectively,  of premiums to
GALIC.

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 1999 and 1998, AILIC paid $146,072 and
$90,300 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 1999 and 1998,  AILIC paid $5.0 million and
$2.1 million, respectively, in commissions 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 the insurance  affiliates.
In 1999 and 1998,  AILIC paid $2.9 million and $2.4 million,  respectively,  for
services 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.  The maximum amount of dividends payable in 2000 without
prior approval is $0.






                                                                 9
<PAGE>

                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1999 AND 1998


G.   ANNUITY RESERVES, EXCLUDING SEPARATE ACCOUNTS

At December 31, 1999, AILIC's annuity reserves that are subject to discretionary
withdrawal  (with  adjustment),  subject to  discretionary  withdrawal  (without
adjustment),  and not subject to  discretionary  withdrawal  are  summarized  as
follows (in millions):

<TABLE>
<CAPTION>

                                                                                         Amount          Percent


<S>                                                                                     <C>              <C>

       Subject to discretionary withdrawal (with adjustment):
           With market value adjustment                                                  $     -              - %
           At book value less current surrender charge of 5% or more                      158.7            29.7
           At market value                                                                339.5            63.7

                  Total with adjustment or at market value                                498.2            93.4

       Subject to discretionary withdrawal (without adjustment) at
                  book value with minimal or no charge or adjustment                       20.9             3.9
       Not subject to discretionary withdrawal                                             14.5             2.7

                  Total annuity reserves-before reinsurance                               533.6           100.0 %

       Less reinsurance ceded                                                              (0.5)

                  Net annuity reserves                                                   $533.1

       Reconciliation to policy benefit reserves for life policies and contracts:
           Annuity reserves                                                              $193.5
           Contingent deferred sales charges                                              (14.8)
           Separate Account Liabilities                                                   354.4
           Net life reserves                                                                   -
           Miscellaneous other reserves                                                        -

           Total policy benefit reserves for life policies and contracts                 $533.1

</TABLE>

                                                                10

<PAGE>


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1999 AND 1998


H.   SEPARATE ACCOUNTS

The Company writes individual and group non-guaranteed  variable annuities.  Net
transfers to (from) the Separate  Accounts for the years ended December 31, 1999
and 1998 are summarized as follows:

<TABLE>
<CAPTION>
<S>                                                                                          <C>                       <C>
                                                                                             1999                      1998

     Transfers to Separate Accounts - deposit-type funds                                 $141,316,931              $64,500,892
     Transfers to Separate Accounts - withdrawals and other transfers, net                 11,120,629                2,344,080
     Transfers from Separate Accounts - contingent deferred sales charges                  (8,354,482)              (4,298,292)

                  Net transfers to Separate Accounts                                     $144,083,078              $62,546,680
</TABLE>


<TABLE>
<CAPTION>
All Separate Account reserves are non-guaranteed and subject to discretionary withdrawal at market value.  Investments in the
Separate Accounts at December 31 consisted of the following:

                                                                                              1999
                                                                                  Market                  Gross Unrealized
                                                                 Cost             Value               Gains            Losses
<S>                                                          <C>                 <C>               <C>              <C>

     Separate Account A                                      $115,472,858        $164,932,414      $49,962,607     $   503,051
     Separate Account B                                       149,238,107         189,438,679       40,703,435         502,863

         Total Separate Accounts                             $264,710,965        $354,371,093      $90,666,042      $1,005,914


                                                                                              1998
                                                                                   Market                Gross Unrealized
                                                                 Cost              Value
Gains              Losses

     Separate Account A                                     $  64,754,695       $  76,633,840      $12,249,838     $   370,693
     Separate Account B                                        39,705,022          43,415,367        3,876,131         165,786

         Total Separate Accounts                             $104,459,717        $120,049,207      $16,125,969     $   536,479

</TABLE>

                                                                11
<PAGE>

                  ANNUITY INVESTORS LIFE INSURANCE COMPANY
            NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS - CONTINUED
                           DECEMBER 31, 1999 AND 1998


I.   VARIANCES FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The  accompanying  financial  statements  have been prepared in conformity  with
accounting  practices prescribed or permitted by the NAIC and the Ohio Insurance
Department,  which  vary  in  some  respects  from  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, 1999 and 1998:
<TABLE>
<CAPTION>

                                                                         Net Income                  Capital and Surplus
                                                                  1999             1998             1999               1998
<S>                                                         <C>                <C>             <C>                 <C>

As reported on a statutory basis                            $  (3,861,175)     $(4,816,985)    $  27,115,417       $21,348,547
   Commissions capitalized to DAC                            17,014,820       12,860,357        17,014,820        12,860,357
     General expenses capitalized to DAC                        7,100,406        4,064,093         7,100,406         4,064,093
     Taxes, licenses and fees capitalized to DAC                        -          262,200                 -           262,200
     Amortization of DAC                                       (3,516,819)        (752,613)       (3,516,819)         (752,613)
     Capital gains transferred to IMR, net of tax                (268,011)          (1,838)         (268,011)           (1,838)
     Amortization of IMR, net of tax                               23,774            2,884            23,774             2,884
     Contingent deferred sales charge                         (16,639,895)     (11,897,631)      (16,639,895)      (11,897,631)
     Federal income taxes                                          64,886          184,404            64,886           184,404
     Unrealized gain (loss) adjustment                                  -                -        (7,966,827)          460,852
     AVR adjustment                                                     -                -           366,142           244,624
     Non-admitted assets adjustment                                     -                -            39,698           336,457
     Prior year tax adjustment                                          -                -           (33,885)          148,476
     Prior year stat to GAAP cumulative adjustments                     -                -         8,104,502         2,192,237

         Total GAAP adjustments                                 3,779,161        4,721,856         4,288,791         8,104,502

GAAP basis                                                  $     (82,014)    $    (95,129)    $  31,404,208       $29,453,049
</TABLE>

J.   CODIFIED STATUTORY ACCOUNTING PRINCIPLES

In  1998,   the  NAIC   adopted   codified   statutory   accounting   principles
("Codification")  effective January 1, 2001. Codification will likely change, to
some extent, prescribed statutory accounting practices and may result in changes
to the  accounting  practices  that AILIC uses to  prepare  its  statutory-basis
financial  statements.  Codification will require adoption by the various states
before it becomes the  prescribed  statutory  basis of accounting  for insurance
companies  domesticated  within those states.  Accordingly,  before Codification
becomes   effective  for  AILIC,  the  Ohio  Insurance   Department  must  adopt
Codification  as the prescribed  basis of accounting on which domestic  insurers
must report their statutory-basis results to the Insurance Department.  Ohio has
adopted  Codification  effective January 1, 2001.  Management  believes that the
impact of Codification will not be material to AILIC's statutory-basis financial
statements.


                                     12





PART C - 33-65409 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/

                (c)    Revised form of Selling Agreement between Annuity
                       Investors Life Insurance Company, AAG Securities, Inc.
                       and another Broker-Dealer 3/

         (4)    (a)    Individual Contract Forms and Endorsements

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

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

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

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

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

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

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

                    (viii)    Form of Texas Optional Retirement Program
                              Endorsement to Qualified Individual Contract. 2/

                      (ix)    Form of Long-Term Care Waiver Rider to Individual
                              Contract. 4/

                       (x)    Form of SIMPLE IRA Endorsement to Qualified
                              Individual Contract. 4/

                      (xi)    Revised form of IRA Endorsement to Qualified
                              Individual Contract. 5/

                     (xii)    Form of Roth IRA Endorsement to Qualified
                              Individual Contract. 5/

                    (xiii)    Revised form of SIMPLE IRA Endorsement to
                              Qualified Individual Contract. 5/

                     (xiv)    Revised form of Tax Sheltered Annuity Endorsement
                              to Qualified Individual Contract. 5/

                      (xv)    Revised form of Qualified Pension, Profit Sharing
                              and Annuity Plan Endorsement to Qualified
                              Individual Contract. 5/

                     (xvi)    Revised form of Employer Plan Endorsement to
                              Qualified Individual Contract. 5/

                    (xvii)    Form of Governmental Section 457 Plan Endorsement
                              to Qualified Individual Contract. 5/

                   (xviii)    Form of Successor Owner Endorsement to Qualified
                              Individual Contract and Non-Qualified Individual
                              Contract. 6/

         (5)    Form of Application for Individual Flexible Premium Deferred
                Annuity Contract. 4/

         (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. 4

                      (ii)    Amendment to Articles of Incorporation adopted
                              August 9, 1996 and approved by Secretary of State
                              of State of Ohio on December 23, 1996. 4

                (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/

                (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. 4

                (k)    Participation Agreement between Annuity Investors Life
                       Insurance Company and Strong Special Fund II, Inc. 4

                (l)    Participation Agreement between Annuity Investors Life
                       Insurance Company and PBHG Insurance Series Fund, Inc. 4

                (m)    Amended and Restated Agreement between The Dreyfus
                       Corporation and Annuity Investors Life Insurance
                       Company. 4

                (n)    Service Agreement between Annuity Investors Life
                       Insurance Company and Janus Capital Corporation. 4/

                (o)    Service Agreement between Annuity Investors Life
                       Insurance Company and Strong Capital Management, Inc. 5/

                (p)    Service Agreement between Annuity Investors Life
                       Insurance Company and Pilgrim Baxter & Associates, Ltd.5/

                (q)    Service Agreement between Annuity Investors Life
                       Insurance Company and Morgan Stanley Asset Management,
                       Inc.  5/

                (r)    Participation Agreement between Annuity Investors Life
                       Insurance Company and BT Insurance Funds Trust. 6/

                (s)    Service Agreement between Bankers Trust Company and
                       Annuity Investors Life Insurance Company. 6/

         (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 Quotations.4/

         (14)   Not Applicable

         (15)   Powers of Attorney (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/     Incorporated by reference to Post-Effective Amendment No. 4, filed on
       behalf of Annuity Investors Variable Account B, SEC File No. 333-19725
       on February 1, 1999
4/     Filed with Post-Effective Amendment No. 1 on April 29, 1997
5/     Filed with Post-Effective Amendment No. 2 on April 6, 1998
6/     Incorporated by reference to Post-Effective Amendment No. 1, filed on
       behalf of Annuity Investors Variable Account B, SEC File No. 333-51955
       on February 26, 1999



<PAGE>

Item 25.      Directors and Officers of Annuity Investors Life Insurance Company
                                Principal
                                 Business     Positions and Offices
    Name                         Address        With the Company
    Charles R. Scheper            (1)       President, Chief Executive Officer
                                            and Director
    Stephen Craig Lindner         (1)       Director
    William Jack Maney, II        (1)       Assistant Treasurer and Director
    Robert Allen Adams            (1)       Chairman of the Board of Directors
    Mark Francis Muething         (1)       Executive Vice President, Secretary,
                                            General Counsel and Director
    David B. Rich                 (1)       Chief Operating Officer, Director
    Thomas Kevin Liguzinski       (1)       Senior Vice President
    Charles Kent McManus          (1)       Senior Vice President
                                  (1)       Vice President
    Betty Marie Kasprowicz        (1)       Vice President and Assistant
                                            Secretary
    Michael Joseph O'Connor       (1)       Senior Vice President
     Wendy L. Wilson              (1)       Vice President and Treasurer
    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), its parent and its affiliated entities.


<PAGE>
<TABLE>
<CAPTION>

AMERICAN FINANCIAL GROUP, INC.                                                            % OF STOCK
                                                                                           OWNED (1)
|                                                     STATE OF           DATE OF          BY IMMEDIATE   NATURE OF
|                                                     DOMICILE           INCORPORATION    PARENT COMPANY BUSINESS
|                                                     --------           -------------    -------------- ---------
<S>                                                   <C>                <C>                   <C>       <C>
|
|_AFC Holding Company                                 Ohio               12/09/1994            100       Holding Company
  |_AHH Holdings, Inc.                                Florida            12/27/1995             49       Holding Company
    |_Columbia Financial Company                      Florida            10/26/1993            100       Real Estate Holding Company
    |_American Heritage Holding Corporation           Delaware           11/02/1994            100       Home Builder
      |_Heritage Homes Realty, Inc.                   Florida            07/20/1993            100       Home Sales
      |_Southeast Title, Inc.                         Florida            05/16/1995            100       Title Company
      |_Columbia Financial Company                    Florida            10/26/1993            100       Real Estate Holding Company
    |_Heritage Home Finance Corporation               Florida            02/10/1994            100       Finance Company
  |_American Financial Capital Trust I                Delaware           09/14/1996            100       Statutory Business Trust
  |_American Financial Corporation                    Ohio               11/15/1955            100       Holding Company
    |_AFC Coal Properties, Inc.                       Ohio               12/18/1996            100       Real Estate Holding Company
    |_American Financial Corporation                  Ohio               08/27/1963            100       Inactive
    |_American Money Management Corporation           Ohio               03/01/1973            100       Investment Management
    |_American Money Management International, N.V    Netherland -       05/10/1985            100       Securities Management
                                                        Antilles
    |_American Premier Underwriters, Inc.             Pennsylvania       00/00/1846            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           05/30/1979            100       Inactive
      |_GAI (Bermuda) Ltd.                            Bermuda            04/06/1998            100       Holding Company
        |_GAI Insurance Company, Ltd.                 Bermuda            09/18/1989            100       Reinsurance Company
      |_The Indianapolis Union Railway Company        Indiana            11/19/1872            100       Inactive
      |_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           12/15/1986            100       Holding Company
        |_PCC Chicago Realty Corp.                    New York           12/23/1986            100       Real Estate Developer
        |_PCC Gun Hill Realty Corp.                   New York           12/18/1985            100       Real Estate Developer
        |_PCC Michigan Realty, Inc.                   Michigan           11/09/1987            100       Real Estate Developer
        |_PCC Scarsdale Realty Corp.                  New York           06/01/1986            100       Real Estate Developer
          |_Scarsdale Depot Associates, L.P.          Delaware           05/05/1989             80       Real Estate Developer
      |_Penn Central Energy Management Company        Delaware           05/11/1987            100       Energy Operations Manager
      |_Pennsylvania Company                          Delaware           12/05/1958            100       Holding Company
        |_Atlanta Casualty Company                    Ohio               06/13/1972            100(2)    Property/Casualty Insurance
          |_American Premier Insurance Company        Indiana            11/30/1989            100       Property/Casualty Insurance
          |_Atlanta Reserve Insurance Company         Ohio               12/07/1998            100       Property/Casualty Insurance
          |_Atlanta Specialty Insurance Company       Ohio               02/06/1974            100       Property/Casualty Insurance
          |_Atlanta Casualty Group, Inc.              Georgia            04/01/1977            100       Insurance Agency
            |_Atlanta Casualty General Agency, Inc.   Texas              03/15/1961            100       Managing General Agency
            |_Atlanta Insurance Brokers, Inc.         Georgia            02/06/1971            100       Insurance Agency
            |_Treaty House, Ltd. (d/b/a Mr. Budget)   Nevada             11/02/1971            100       Insurance Premium Finance
          |_Penn Central U.K. Limited                 United Kingdom     10/28/1992            100       Insurance Holding Company
            |_Insurance (GB) Limited                  United Kingdom     05/13/1992            100       Property/Casualty Insurance
</TABLE>


                                                                - 1 -

<PAGE>



<TABLE>
<CAPTION>
|_AFC Holding Company                                                                  % OF STOCK
  |_American Financial Corporation                                                      OWNED (1)
    |_American Premier Underwriters, Inc.              STATE OF      DATE OF         BY IMMEDIATE   NATURE OF
      |_Pennsylvania Company                           DOMICILE      INCORPORATION   PARENT COMPANY BUSINESS
                                                       --------      -------------   -------------- ---------
<S>                                                    <C>           <C>             <C>            <C>
        |_Delbay Corporation                           Delaware      12/27/1962         100         Inactive
        |_Great Southwest Corporation                  Delaware      10/25/1978         100         Real Estate Developer
          |_World Houston, Inc.                        Delaware      05/30/1974         100         Real Estate Developer
        |_Hangar Acquisition Corp.                     Ohio          10/06/1995         100         Aircraft Investment
        |_Infinity Insurance Company                   Indiana       07/09/1955         100         Property/Casualty Insurance
          |_Infinity Agency of Texas, Inc.             Texas         07/15/1992         100         Managing General Agency
          |_The Infinity Group, Inc.                   Indiana       07/22/1992         100         Services Provider
          |_Infinity National Insurance Company        Indiana       08/05/1992         100         Property/Casualty Insurance
          |_Infinity Select Insurance Company          Indiana       06/11/1991         100         Property/Casualty Insurance
        |_Leader Insurance Company                     Ohio          03/20/1963         100         Property/Casualty Insurance
          |_American Commonwealth Development
            Company                                    Texas         07/23/1963         100         Real Estate Development
            |_ACDC Holdings Corporation                Texas         05/04/1981         100         Real Estate Development
          |_Budget Insurance Premiums, Inc.            Ohio          02/14/1964         100         Premium Finance Company
          |_Leader Group, Inc.                         Ohio          12/12/1997         100         Services Provider
          |_Leader Managing General Agency, Inc.       Texas         05/19/1989         100         Managing General Agency
          |_Leader National Agency, Inc.               Ohio          04/05/1963         100         Brokering Agent
          |_Leader National Agency of Texas, Inc.      Texas         01/25/1994         100         Managing General Agency
          |_Leader Preferred Insurance Company         Ohio          11/07/1994         100         Property/Casualty Insurance
          |_Leader Specialty Insurance Company         Indiana       03/10/1994         100         Property/Casualty Insurance
          |_TICO Insurance Company                     Ohio          06/03/1980         100         Property/Casualty Insurance
        |_PCC Technical Industries, Inc.               California    03/07/1955         100         Holding Company
          |_ESC, Inc.                                  California    11/02/1962         100         Connector Accessories
          |_Marathon Manufacturing Companies, Inc.     Delaware      11/18/1983         100         Holding Company
            |_Marathon Manufacturing Company           Delaware      12/07/1979         100         Inactive
          |_PCC Maryland Realty Corp.                  Maryland      08/18/1993         100         Real Estate Holding Company
          |_Penn Camarillo Realty Corp.                California    11/24/1992         100         Real Estate Holding Company
        |_Penn Towers, Inc.                            Pennsylvania  08/01/1958         100         Inactive
        |_Republic Indemnity Company of America        California    12/05/1972         100         Workers' Compensation Insurance
          |_Republic Indemnity Company of California   California    10/13/1982         100         Workers' Compensation Insurance
          |_Republic Indemnity Medical
            Management, Inc.                           California    03/25/1996         100         Medical Bill Review
        |_Risico Management Corporation                Delaware      01/10/1989         100         Risk Management
        |_Windsor Insurance Company                    Indiana       11/05/1987         100(2)      Property/Casualty Insurance
          |_American Deposit Insurance Company         Oklahoma      12/28/1966         100         Property/Casualty Insurance
            |_Granite Finance Co., Inc.                Texas         11/09/1965         100         Premium Financing
          |_Coventry Insurance Company                 Ohio          09/05/1989         100         Property/Casualty Insurance
          |_El Aguila Compania de
            Seguros, S.A. de C.V.                      Mexico        11/24/1994         100(2)      Property/Casualty Insurance
            |_Financiadora De Primas
               Condor S.A. de C.V.                     Mexico        03/06/1998          99         Premium Finance Company
          |_Moore Group Inc.                           Georgia       12/19/1962         100         Insurance Holding Company/Agency
            |_Casualty Underwriters, Inc.              Georgia       10/01/1954          51         Insurance Agency
            |_Dudley L. Moore Insurance, Inc.          Louisiana     03/30/1978      beneficial     Insurance Agency
                                                                                     interest
            |_Hallmark General Insurance
              Agency, Inc.                             Oklahoma      06/16/1972      beneficial     Insurance Agency
                                                                                     interest
            |_Windsor Group, Inc.                      Georgia       05/23/1991         100         Insurance Holding Company
          |_Regal Insurance Company                    Indiana       11/05/1987         100         Property/Casualty Insurance
          |_Texas Windsor Group, Inc.                  Texas         06/23/1988         100         Insurance Agency

</TABLE>



                                                                - 2 -

<PAGE>



<TABLE>
<CAPTION>
AMERICAN FINANCIAL GROUP, INC.
|_AFC Holding Company                                                                    % OF STOCK
  |_American Financial Corporation                                                        OWNED (1)
    |_American Premier Underwriters, Inc.              STATE OF         DATE OF         BY IMMEDIATE     NATURE OF
      |                                                DOMICILE         INCORPORATION   PARENT COMPANY   BUSINESS
      |                                                --------         -------------   --------------   ---------
<S>                                                    <C>              <C>               <C>            <C>
      |_Pennsylvania-Reading Seashore Lines            New Jersey       06/14/1901           66.67       Inactive
      |_Pittsburgh and Cross Creek Railroad Company    Pennsylvania     08/14/1970           83          Inactive
      |_PLLS, Ltd.                                     Washington       05/14/1990          100          Insurance Agency
      |_Premier Lease & Loan Services Insurance
          Agency, Inc.                                 Washington       12/27/1983          100          Insurance Agency
      |_Premier Lease & Loan Services B.V.             The Netherlands  08/24/1999          100          Insurance Agency
      |_Premier Lease & Loan Services of Canada, Inc.  Washington       02/28/1991          100          Insurance Agency
      |_Terminal Realty Penn Co.                       District of
                                                       Columbia         09/23/1968          100          Inactive
      |_United Railroad Corp.                          Delaware         11/25/1981          100          Inactive
        |_Detroit Manufacturers Railroad Company       Michigan         01/30/1902           82          Inactive
      |_Waynesburg Southern Railroad Company           Pennsylvania     09/01/1966          100          Inactive
    |_Chiquita Brands International, Inc.
          (and subsidiaries)                           New Jersey       03/30/1999           36.48(2)    Production/Processing/
    |                                                                                                      Distribution of Food
                                                                                                             Products
    |_Dixie Terminal Corporation                       Ohio             04/23/1970          100          Commercial Leasing
    |_Fairmont Holdings, Inc.                          Ohio             12/15/1983          100          Holding Company
    |_FWC Corporation                                  Ohio             03/16/1983          100          Financial Services
    |_Great American Insurance Company                 Ohio             03/07/1872          100          Property/Casualty Insurance
      |_Agricultural Excess and Surplus
          Insurance Company                            Delaware         02/28/1979          100          Excess & Surplus Lines
                                                                                                           Insurance
      |_Agricultural Insurance Company                 Ohio             03/23/1905          100          Property/Casualty Insurance
      |_American Alliance Insurance Company            Ohio             09/11/1945          100          Property/Casualty Insurance
      |_American Annuity Group, Inc.                   Delaware         05/15/1987           82.73(2)    Holding Company
        |_AAG Holding Company, Inc.                    Ohio             09/11/1996          100          Holding Company
          |_American Annuity Group Capital Trust I     Delaware         09/13/1996          100          Financing Vehicle
          |_American Annuity Group Capital Trust II    Delaware         03/11/1997          100          Financing Vehicle
          |_American Annuity Group Capital Trust III   Delaware         05/27/1997          100          Financing Vehicle
          |_Great American Life Insurance Company      Ohio             12/15/1959          100          Life Insurance Company
            |_American Retirement Life Insurance
                 Company                               Ohio             05/12/1978          100          Life Insurance Company
            |_Annuity Investors Life Insurance
                 Company                               Ohio             11/31/1981          100          Life Insurance Company
            |_CHATBAR, Inc.                            Massachusetts    11/02/1993          100          Hotel Operator
            |_Driskill Holdings, Inc.                  Texas            06/07/1995        beneficial     Hotel Management
                                                                                          interest
            |_GALIC Brothers, Inc.                     Ohio             11/12/1993           80          Real Estate Management
            |_Great American Life Assurance Company    Ohio             08/10/1967          100          Life Insurance Company
            |_Great American Life Children's           Ohio             08/06/1998        beneficial     Charitable Foundation
              Foundation                                                                  interest
            |_Great American Life Insurance Company
                 of New York                           New York         12/23/1963          100          Life Insurance Company
            |_Loyal American Life Insurance Company    Ohio             05/18/1955          100          Life Insurance Company
              |_ADL Financial Services, Inc.           North Carolina   09/10/1970          100          Marketing Services
              |_Purity Financial Corporation           Florida          12/21/1991          100          Marketing Services
            |_Skipjack Marina Corporation              Maryland         06/24/1999          100          Marine Operator
            |_United Teachers Associates Limited
                 Partnership                           Texas            12-17/1998           99.9(2)     Holding Company
               |_United Teachers Associates Insurance
                   Company                             Texas            12/15/1958          100          Life Insurance Company
        |_AAG Insurance Agency, Inc.                   Kentucky         12/06/1994          100          Life Insurance Agency
          |_AAG Insurance Agency of                    Massachusetts    05/25/1995          100          Insurance Agency
            Massachusetts, Inc.
        |_AAG Securities, Inc.                         Ohio             12/10/1993          100          Broker-Dealer
        |_American Data Source India Private Limited   India            09/03/1997           99          Software Development
        |_American Memorial Marketing Services, Inc.   Washington       06/19/1980          100          Inactive
</TABLE>


                                                               - 3 -

<PAGE>



<TABLE>
<CAPTION>
 AMERICAN FINANCIAL GROUP, INC.
 |_AFC Holding Company
   |_American Financial Corporation                                                       % OF STOCK
     |_Great American Insurance Company                                                    OWNED (1)
        |_American Annuity Group, Inc.                  STATE OF         DATE OF         BY IMMEDIATE    NATURE OF
                                                        DOMICILE         INCORPORATION   PARENT COMPANY  BUSINESS
          |                                             --------         -------------   --------------  ---------
<S>                                                     <C>              <C>               <C>           <C>
          |_Consolidated Financial Corporation          Michigan         09/10/1985           100        Financial Planning
          |_CSW Management Services, Inc.               Texas            06/27/1985           100        Inactive
          |_GALIC Disbursing Company                    Ohio             05/31/1994           100        Payroll Servicer
          |_Great American Life Assurance Company       Puerto Rico      07/01/1964            99        Life Insurance Company
                  of Puerto Rico, Inc.
          |_Keyes-Graham Insurance Agency, Inc.         Massachusetts    12/23/1987           100        Insurance Agency
          |_Laurentian Credit Services Corporation      Delaware         10/07/1994           100        Inactive
          |_Laurentian Marketing Services, Inc.         Delaware         12/23/1987           100        Inactive
          |_Laurentian Securities Corporation           Delaware         01/30/1990           100        Inactive
          |_Lifestyle Financial Investments, Inc.       Ohio             12/29/1993           100        Marketing Services
            |_Lifestyle Financial Investments Agency    Ohio             03/07/1994        beneficial    Life Insurance Agency
              of Ohio,Inc.                                                                 interest
            |_Lifestyle Financial Investments of        Indiana          02/24/1994           100        Life Insurance Agency
              Indiana, Inc.
            |_Lifestyle Financial Investments of        Kentucky         10/03/1994           100        Insurance Agency
              Kentucky, Inc.
            |_Lifestyle Financial Investments of        Minnesota        06/10/1985           100        Insurance Agency
              the Northwest, Inc.
            |_Lifestyle Financial Investments of        North Carolina   07/13/1994           100        Insurance Agency
              the Southeast, Inc.
          |_Loyal Marketing Services, Inc.              Alabama          07/20/1990           100        Marketing Services
          |_Money-Plan International, Inc               Florida          12/31/1979           100        Insurance Agency
          |_New Energy Corporation                      Indiana          01/08/1997            49        Holding Company
          |_Retirement Resource Group, Inc.             Indiana          02/07/1995           100        Insurance Agency
            |_AAG Insurance Agency of Texas, Inc.       Texas            06/02/1995           100        Life Insurance Agency
            |_RRG of Alabama, Inc.                      Alabama          09/22/1995           100        Life Insurance Agency
            |_RRG of Mexico, Inc.                       New Mexico       06/24/1999           100        Insurance Agency
            |_RRG of Ohio, Inc.                         Ohio             02/20/1996        beneficial    Insurance Agency
                                                                                           interest
          |_SPELCO (UK) Ltd.                            United Kingdom   00/00/0000            99        Inactive
          |_SWTC, Inc.                                  Delaware         00/00/0000           100        Inactive
          |_SWTC Hong Kong Ltd.                         Hong Kong        00/00/0000           100        Inactive
          |_Technomil Ltd.                              Delaware         00/00/0000           100        Inactive
          |_UTA Management Company (TX)                 Texas            11/24/1993           100        Management Company
             |_UTA Management Company (DE)              Delaware         01/19/1999           100        Holding Company
                |_UTA Ltd.                              Texas            01/18/1999           100(2)     Real Estate Holding
                                                                                                           Company
      |_American Custom Insurance Services, Inc.        Illinois         07/08/1992           100        Underwriting Office
      |_American Custom Insurance Services, Inc.        Ohio             07/27/1983           100        Management Holding Company
        |_American Custom Insurance Services            California       05/18/1992           100        Insurance Agency &
            California, Inc.                                                                               Brokerage
        |_Eden Park Insurance Brokers, Inc.             California       02/13/1990           100        Wholesale Brokerage for
                                                                                                           Surplus Lines
        |_Professional Risk Brokers, Inc.               Illinois         03/01/1990           100        Insurance Agency
        |_Professional Risk Brokers Insurance, Inc.     Massachusetts    04/19/1994           100        Surplus Lines Brokerage
        |_Professional Risk Brokers of                  Connecticut      07/09/1992           100        Insurance Agency &
          Connecticut, Inc.                                                                               Brokerage
        |_Professional Risk Brokers of Ohio, Inc.       Ohio             12/17/1986           100        Insurance Agency and
                                                                                                           Brokerage
        |_Smith, Evans and Schmitt, Inc.                California       08/05/1988           100        Insurance Agency
           |_Neptune Data Systems, Inc.                 California       08/09/1996           100        Computer Services
|_American Custom Insurance Services Illinois, Inc.     Illinois         07/08/1992           100        Underwriting Office
|_American Dynasty Surplus Lines Insurance Company      Delaware         01/12/1982           100        Excess & Surplus Lines
                                                                                                           Insurance
|_American Empire Surplus Lines Insurance Company       Delaware         07/15/1977           100        Excess & Surplus Lines
                                                                                                           Insurance
        |_American Empire Insurance Company             Ohio             11/26/1979           100        Property/Casualty Insurance
          |_American Signature Underwriters, Inc.       Ohio             04/08/1996           100        Insurance Agency

</TABLE>



                                                               - 4 -

<PAGE>



<TABLE>
<CAPTION>
AMERICAN FINANCIAL GROUP, INC.
|_AFC Holding Company
  |_American Financial Corporation                                                       % OF STOCK
      |_Great American Insurance Company                                                  OWNED (1)
        |                                               STATE OF        DATE OF         BY IMMEDIATE    NATURE OF
                                                        DOMICILE        INCORPORATION   PARENT COMPANY  BUSINESS
                                                        --------        -------------   --------------  ---------
<S>                                                     <C>             <C>               <C>            <C>
          |_Specialty Underwriters, Inc.                Texas           05/19/1976           100        Insurance Agency
        |_Fidelity Excess and Surplus Insurance
          Company                                       Ohio            06/30/1987           100        Property/Casualty Insurance
        |_American Financial Enterprises, Inc.          Connecticut     00/00/1871           100(2)     Closed End Investment
                                                                                                          Company
        |_American Insurance Agency, Inc.               Kentucky        07/27/1967           100        Insurance Agency
        |_American National Fire Insurance Company      New York        08/22/1947           100        Property/Casualty Insurance
        |_American Special Risk, Inc.                   Illinois        12/29/1981           100        Insurance Broker/Managing
                                                                                                          General Agency
        |_American Spirit Insurance Company             Indiana         04/05/1988           100        Property/Casualty Insurance
        |_Aviation Specialty Managers, Inc.             Texas           09/07/1965           100        Texas Managing General
                                                                                                          Agency
        |_Aviation Specialty Services, Inc.             Texas           04/06/1995           100(2)     Texas Local Recording Agency
        |_Brothers Property Corporation                 Ohio            09/08/1987            80        Real Estate Investment
          |_Brothers Cincinnatian Corporation           Ohio            01/25/1994           100        Hotel Manager
          |_Brothers Landing Corporation                Louisiana       02/24/1994           100        Real Estate Holding
                                                                                                          Corporation
          |_Brothers Pennsylvanian Corporation          Pennsylvania    12/23/1994           100        Real Estate Holding
                                                                                                          Corporation
          |_Brothers Port Richey Corporation            Florida         12/06/1993           100        Apartment Manager
          |_Brothers Property Management Corporation    Ohio            09/25/1987           100        Real Estate Management
          |_Brothers Railyard Corporation               Texas           12/14/1993           100        Apartment Manager
        |_Contemporary American Insurance Company       Illinois        04/16/1996           100        Property/Casualty Insurance
        |_Crop Managers Insurance Agency, Inc.          Kansas          08/09/1989           100        Insurance Agency
        |_Dempsey & Siders Agency, Inc.                 Ohio            05/09/1956           100        Insurance Agency
        |_Eagle American Insurance Company              Ohio            07/01/1987           100        Property/Casualty Insurance
        |_Eden Park Insurance Company                   Indiana         01/08/1990           100        Special Risk Surplus Lines
        |_FCIA Management Company, Inc.                 New York        09/17/1991            79        Servicing Agent
        |_The Gains Group, Inc.                         Ohio            01/26/1982           100        Marketing of Advertising
        |_Global Premier Finance Company                Ohio            08/25/1998           100        Premium Finance Company
        |_Great American Insurance Agency, Inc.         Ohio            04/20/1999           100        Insurance Agency
        |_Great American Lloyd's, Inc.                  Texas           08/02/1983           100        Attorney-in-Fact - Texas
                                                                                                          Lloyd's Company
        |_Great American Lloyd's Insurance Company      Texas           10/09/1979        beneficial    Lloyd's Plan Insurer
                                                                                          interest
        |_Great American Management Services, Inc.      Ohio            12/05/1974           100        Data Processing and
                                                                                                          Equipment Leasing
          |_American Payroll Services, Inc.             Ohio            02/20/1987           100        Payroll Services
        |_Great American Re Inc.                        Delaware        05/14/1971           100        Reinsurance Intermediary
        |_Great American Risk Management, Inc.          Ohio            04/21/1980           100        Insurance Risk Management
        |_Great Texas County Mutual Insurance Company   Texas           04/29/1954        beneficial    Property/Casualty Insurance
                                                                                          interest
        |_Grizzly Golf Center, Inc.                     Ohio            11/08/1993           100        Operate Golf Courses
        |_Homestead Snacks Inc.                         California      03/02/1979           100(2)     Meat Snack Distribution
          |_Giant Snacks, Inc.                          Delaware        07/06/1989           100        Meat Snack Distribution
        |_Key Largo Group, Inc.                         Florida         07/28/1981           100        Land Developer & Resort
                                                                                                          Operator
          |_Key Largo Group Utility Company             Florida         11/26/1984           100        Water & Sewer Utility
        |_Mid-Continent Casualty Company                Oklahoma        02/26/1947           100        Property/Casualty Insurance
          |_Mid-Continent Insurance Company             Oklahoma        08/13/1992           100        Property/Casualty Insurance
          |_Oklahoma Surety Company                     Oklahoma        08/05/1968           100        Property/Casualty Insurance
        |_National Interstate Corporation               Ohio            01/26/1989            52.15     Holding Company
          |_Hudson Indemnity, Ltd.                      Cayman Islands  06/12/1996           100        Property/Casualty Insurance

</TABLE>



                                                               - 5 -


<PAGE>


<TABLE>
<CAPTION>
AMERICAN FINANCIAL GROUP, INC.
|_AFC Holding Company                                                                    % OF STOCK
   |_American Financial Corporation                                                       OWNED (1)
     |_Great American Insurance Company                 STATE OF        DATE OF         BY IMMEDIATE    NATURE OF
                                                        DOMICILE        INCORPORATION   PARENT COMPANY  BUSINESS
                                                        --------        -------------   --------------  ---------
<S>                                                     <C>             <C>              <C>          <C>
       |_National Interstate Corporation
       |-
         |_American Highways Insurance Agency, Inc.     California      05/05/1994          100       Insurance Agency
         |_American Highways Insurance Agency, Inc.     Ohio            06/29/1999          100       Insurance Agency
         |_Explorer Insurance Agency, Inc.              Ohio            07/17/1997       beneficial   Insurance Agency
                                                                                         interest
         |_National Interstate Insurance Agency
            of Texas, Inc.                              Texas           06/07/1989       beneficial   Insurance Agency
                                                                                         interest
         |_National Interstate Insurance Agency, Inc.   Ohio            02/13/1989          100       Insurance Agency
         |_National Interstate Insurance Company        Ohio            02/10/1989          100       Property/Casualty Insurance
         |_Safety, Claims & Litigation Services, Inc.   Pennsylvania    06/23/1995          100       Claims Third Party
                                                                                                        Administrator
         |_Sims Insurance Services, Inc.                Hawaii          03/17/1999          100       Insurance Agency
       |_OBGC Corporation                               Florida         11/23/1977            80      Real Estate Development
       |_Pointe Apartments, Inc.                        Minnesota       06/24/1993          100       Real Estate Holding
                                                                                                        Corporation
       |_Premier Dealer Services, Inc.                  Illinois        06/24/1998          100       Third Party Administrator
       |_Seven Hills Insurance Agency, Inc.             Ohio            12/22/1997          100       Insurance Agency
       |_Seven Hills Insurance Company                  New York        06/30/1932          100       Property/Casualty Reinsurance
       |_Seven Seas Insurance Agency                    Ohio            09/10/1998                    Life Insurance Agency
       |_Stonewall Insurance Company                    Alabama         02/00/1866          100       Property/Casualty Insurance
       |_Stone Mountain Professional Liability
         Agency, Inc.                                   Georgia         08/07/1995          100       Insurance Agency
       |_Tamarack American, Inc.                        Delaware        06/10/1986          100       Management Holding Company
       |_Timberglen Limited                             United Kingdom  10/28/1992          100       Investments
       |_Transport Insurance Company                    Ohio            05/25/1976          100       Property/Casualty Insurance
         |_Instech Corporation                          Texas           09/02/1975          100       Claim & Claim Adjustment
         |_Transport Insurance Agency, Inc.             Texas           08/21/1989       beneficial   Insurance Agency
                                                                                         interest       Services
         |_Transport Underwriters Association           California      05/11/1945          100       Holding Company/Agency
       |_Worldwide Insurance Company                    Missouri        10/01/1991          100       Property/Casualty Insurance
         |_Worldwide Direct Auto Insurance Company      Kentucky        11/13/1961          100       Property/Casualty Insurance
           |_Worldwide Casualty Insurance Company       Kentucky        02/17/1981          100       Property/Casualty Insurance
     |_One East Fourth, Inc.                            Ohio            02/03/1964          100       Commercial Leasing
     |_PCC 38 Corp.                                     Illinois        12/23/1996          100       Real Estate Holding Company
     |_Pioneer Carpet Mills, Inc.                       Ohio            04/29/1976          100       Carpet Manufacturing
     |_TEJ Holdings, Inc.                               Ohio            12/04/1984          100       Real Estate Holdings
     |_Three East Fourth, Inc.                          Ohio            08/10/1966          100       Commercial Leasing
|_American Financial General Corporation                Texas           09/14/1998          100       Holding Company
|_American General Financial Corporation                Texas           09/14/1998          100       Holding Company
</TABLE>

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





<PAGE>



Item 27.  Number of Contract Owners


     As of March 31, 2000, there were 106 Contract Owners,  of which 0 were
qualified and 106 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
          idemnify pursuant  thereto.  The Corporation may, within the sole
          discretion  of the Board of  Directors,  indemnify in whole or in
          part any other persons whom i 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, 2001. The primary policy under the program is with
          National Union Fire Insurance  Company of Pittsburgh,  PA. in the name
          of American Premier Underwriters, Inc.

<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 Annuity  Investors
          Variable Account B and GALIC of New York Separate Account I.

     (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
  James Lee Henderson (1)           President
  Christopher Gryzen (1)            Vice President and Chief Compliance Officer
  James T. McVey (1)                Vice President
  Peter J. Nerone (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 Wendy L. Wilson, Vice President,and
Treasurer 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 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.


<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.  4 to  its  Registration  Statement  to be  signed  on  its  behalf  by  the
undersigned in the City of  Cincinnati,  State of Ohio on the 14th day of April,
2000

                      ANNUITY INVESTORS VARIABLE ACCOUNT A
                                  (REGISTRANT)

                             /s/ Charles R. Scheper
                       By:________________________________
                               Charles R. Scheper
                       President, Chief Executive Officer
                         and Director, Annuity Investors
                             Life Insurance Company


                    ANNUITY INVESTORS LIFE INSURANCE COMPANY
                                   (DEPOSITOR)

                             /s/ Charles R. Scheper
                       By:________________________________
                               Charles R. Scheper
                       President, Chief Executive Officer
                         and Director, Annuity Investors
                             Life Insurance Company


As required by the Securities Act of 1933, this  Post-Effective  Amendment No. 4
has been  signed by the  following  persons in the  capacities  and on the dates
indicated.

   /s/ Robert Allen Adams
   -----------------------                                       April, 2000
   Robert Allen Adams*                Chairman and Director


   /s/ Wendy l. Wilson                Principal Financial
   -----------------------            Officer and                April ,2000
   Wendy L. Wilson*                   Principal Accounting
                                      Officer



   /s/ Stephen Craig Lindner
   -------------------------                                    April 14, 2000
   Stephen Craig Lindner*             Director


   /s/ William J. Maney, II
   -------------------------                                    April 14, 2000
   William Jack Maney, II*            Director



   /s/ David B. Rich
  ------------------                                            April 14, 2000
   David B. Rich*                     Director


   /s/ Mark F. Muething
   ----------------------                                       April14, 2000
   Mark Francis Muething*             Director










*Executed by Tina K. Manning on behalf of those indicated pursuant to Power
 of Attorney.



<PAGE>

                                  EXHIBIT INDEX

         Exhibit No.        Description of Exhibit

         (1)                Resolution of the Board of Directors of Annuity
                            Investors Life Insurance Company authorizing
                            establishment of Annuity Investors Variable
                            Account A.1/
         (3)(a)             Distribution Agreement between Annuity Investors
                            Life Insurance Company and AAG Securities, Inc.2
         (3)(b)             Form of Selling Agreement between Annuity Investors
                            Life Insurance Company, AAG Securities, Inc. and
                            another Broker-Dealer. 2
         (3)(c)             Revised Form of Selling Agreement between Annuity
                            Investors Life Insurance Company, AAG Securities,
                            Inc. and another Broker-Dealer. 3/
         (4)(a)(i)          Form of Qualified Individual Flexible Premium
                            Deferred Annuity Contract.2/
         (4)(a)(ii)         Form of Non-Qualified Individual Contract.2/
         (4)(a)(iii)        Form of Loan Endorsement to Individual Contract.2/
         (4)(a)(iv)         Form of Tax Sheltered Annuity Endorsement to
                            Individual Contract.2/
         (4)(a)(v)          Form of Qualified Pension, Profit Sharing and
                            Annuity Plan Endorsement to Qualified Individual
                            Contract.2/
         (4)(a)(vi)         Form of Employer Plan Endorsement to Individual
                            Contract.2/
         (4)(a)(vii)        Form of Individual Retirement Annuity Endorsement
                            to Individua Contract.2/
         (4)(a)(viii)       Form of Texas Optional Retirement Program
                            Endorsement to Individual Contract.2/
         (4)(a)(ix)         Form of Long-Term Care Waiver Rider to Individual
                            Contract4.
         (4)(a)(x)          Form of SIMPLE IRA Endorsement4
         (4)(a)(xi)         Revised Form of IRA Endorsement to Qualified
                            Individual Contract 5
         (4)(a)(xii)        Form of Roth IRA Endorsement to Qualified Individual
                            Contract. 5
         (4)(a)(xiii)       Revised form of SIMPLE IRA Endorsement to Qualified
                            Individual Contract 5
         (4)(a)(xiv)        Revised form of Tax Sheltered Annuity Endorsement to
                            Qualified Individual Contract 5
         (4)(a)(xv)         Revised form of Qualified Pension, Profit Sharing
                            and Annuity Plan Endorsement to Qualified Individual
                            Contract 5
         (4)(a)(xvi)        Revised form of Employer Plan Endorsement to
                            Qualified Individual Contract 5
         (4)(a)(xvii)       Form of Governmental Section 457 Plan Endorsement to
                            Qualified Individual Contract 5
         (4)(a)(xviii)      Form of Successor Owner Endorsement to Qualified
                            Individual Contract and Non-Qualified Individual
                            Contract6
         (4)(a)(xix)        Form of Non-Human Payee Endorsement to Qualified
                            IndividualContract7/
         (4)(a)(xx)         Form of Non-Human Payee Endorsement to Non-Qualified
                            IndividualContract7/
         (5)(a)             Form of Application for Individual Flexible Premium
                            Deferred Annuity Contract. 4
         (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, 19964
         (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, 19964
         (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. 4
         (8)(k)             Participation agreement between Annuity Investors
                            Life Insurance Company and Strong Special Fund II,
                            Inc. 4
         (8)(l)             Participation Agreement between Annuity Investors
                            Life Insurance Company and PBHG Insurance Serie
                            Fund, Inc. 4
         (8)(m)             Amended and Restated Agreement between The Dreyfus
                            Corporation and Annuity Investors Life Insurance
                            Company4
         (8)(n)             Service Agreement between Annuity Investors Life
                            Insurance Company and Janus Capital Corporation4
         (8)(o)             Service Agreement between Annuity Investors Life
                            Insurance Company and Strong Capital Management
                            Inc. 5
         (8)(p)             Service Agreement between Annuity Investors Life
                            Insurance Company and Pilgrim Baxter & Associates,
                            Ltd. 5
         (8)(q)             Service Agreement between Annuity Investors Life
                            Insurance Company and Morgan Stanley Asset
                            Management, Inc. 5

         (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 Quotations4.

         (14)               Not Applicable


         (15)               Powers of Attorney (filed herewith).





                         CONSENT OF INDEPENDENT AUDITORS


     We consent to the  reference to our firm under the captions "Experts"  and
     "Financial  Statements"  and to the use of our report  dated March 9, 2000,
     with  respect  to  the  statutory-basis  financial  statements  of  Annuity
     Investors  Life Insurance  Company,  and our report dated February 7, 2000,
     with respect to the  financial  statements  of Annuity  Investors  Variable
     Account A, in  Post-effective  Amendment No. 4 (Form N-4 No.  33-65409) and
     Post-effective   Amendment   No.  10  (Form  N-4  No.   811-07299)  to  the
     Registration  Statements and related Statement of Additional Information of
     Annuity Investors Variable Account A dated May 1, 2000.

                                              /s/ Ernst & Young LLP
                                              ----------------------
                                              Ernst & Young LLP

Cincinnati, Ohio
April 26, 2000


                                POWER OF ATTORNEY

    KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina K. Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration  statements of Annuity Investors(R)  Separate Account A & B under
the  Securities  Act of 1933 and the  Investment  Company  Act of 1940,  and all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R)  Separate  Account A & B, hereby ratifying and confirming all
actions of any of said attorneys and agents hereunder.  Said attorneys or agents
may act jointly or severally,  and the action of one shall bind the  undersigned
as fully as if two or more had acted together.




Date     March 14, 2000            /S/   Charles Richard Scheper
      -------------------          -------------------------------
                                   Charles Richard Scheper
                                   President, Chief Executive Officer,
                                   & Director




                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina K. Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration statements of Annuity Investors(R) Separate Account A & B under the
Securities  Act of  1933  and  the  Investment  Company  Act of  1940,  and  all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R) Separate Account A & B, hereby ratifying and confirming all actions
of any of said attorneys and agents hereunder.  Said attorneys or agents may act
jointly or severally,  and the action of one shall bind the undersigned as fully
as if two or more had acted together.


Date  March 14, 2000               /S/ Robert A. Adams
      ---------------              ------------------------
                                   Robert A. Adams
                                   Chairman & Director




                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina K. Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration statements of Annuity Investors(R) Separate Account A & B under the
Securities  Act of  1933  and  the  Investment  Company  Act of  1940,  and  all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R) Separate Account A & B, hereby ratifying and confirming all actions
of any of said attorneys and agents hereunder.  Said attorneys or agents may act
jointly or severally,  and the action of one shall bind the undersigned as fully
as if two or more had acted together.





Date  March 14, 2000               /s/  S. Craig Linder
     ------------------            --------------------------
                                   S. Craig Lindner, Director



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina K. Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration statements of Annuity Investors(R) Separate Account A & B under the
Securities  Act of  1933  and  the  Investment  Company  Act of  1940,  and  all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R) Separate Account A & B, hereby ratifying and confirming all actions
of any of said attorneys and agents hereunder.  Said attorneys or agents may act
jointly or severally,  and the action of one shall bind the undersigned as fully
as if two or more had acted together.



Date   March 14, 2000            /S/ William J. Maney, II
       --------------            ------------------------
                                   William J. Maney II,
                                   Assistant Treasurer, Director









                               POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina K. Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration statements of Annuity Investors(R) Separate Account A & B under the
Securities  Act of  1933  and  the  Investment  Company  Act of  1940,  and  all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R) Separate Account A & B, hereby ratifying and confirming all actions
of any of said attorneys and agents hereunder.  Said attorneys or agents may act
jointly or severally,  and the action of one shall bind the undersigned as fully
as if two or more had acted together.



Date March 14, 2000                /S/ Mark F. Muething
   ----------------              -------------------------
                                   Mark F. Muething,
                                   Executive Vice President,
                                   General Counsel,
                                   Secretary & Director



                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints John P. Gruber and Tina K. Manning,  and each of them,
severally, his true and lawful attorneys and agents in his name, place and stead
and on his behalf (a) to sign and cause to be filed  registration  statements of
Annuity Investors(R) Separate Account A & B under the Securities Act of 1933 and
the Investment  Company Act of 1940, and all  amendments,  consents and exhibits
thereto;  (b) to withdraw such statements or any amendments or exhibits and make
requests for acceleration in connection therewith;  (c) to take all other action
of whatever kind or nature in connection with such registration statements which
said attorneys may deem advisable;  and (d) to make,  file,  execute,  amend and
withdraw documents of every kind, and to take other action of whatever kind they
may elect,  for the purpose of complying  with the laws of any state relating to
the sale of securities of Annuity  Investors(R) Separate  Account A & B, hereby
ratifying  and  confirming  all  actions  of any of said  attorneys  and  agents
hereunder. Said attorneys or agents may act jointly or severally, and the action
of one shall bind the undersigned as fully as if two or more had acted together.



Date  March 14, 2000               /s/  David B. Rich
     ----------------             -------------------------------
                                   David B. Rich
                                   Chief Operating Officer, Director










                                POWER OF ATTORNEY


     KNOW  ALL  MEN BY  THESE  PRESENTS,  that  the  undersigned  hereby  makes,
constitutes  and appoints Mark F. Muething,  John P. Gruber and Tina  K.Manning,
and each of them,  severally,  his true and lawful  attorneys  and agents in his
name,  place  and  stead  and on his  behalf  (a) to sign and  cause to be filed
registration statements of Annuity Investors(R) Separate Account A & B under the
Securities  Act of  1933  and  the  Investment  Company  Act of  1940,  and  all
amendments,  consents and exhibits  thereto;  (b) to withdraw such statements or
any  amendments  or exhibits and make  requests for  acceleration  in connection
therewith; (c) to take all other action of whatever kind or nature in connection
with such registration  statements which said attorneys may deem advisable;  and
(d) to make, file,  execute,  amend and withdraw documents of every kind, and to
take other action of whatever kind they may elect,  for the purpose of complying
with  the  laws of any  state  relating  to the sale of  securities  of  Annuity
Investors(R) Separate Account A & B, hereby ratifying and confirming all actions
of any of said attorneys and agents hereunder.  Said attorneys or agents may act
jointly or severally,  and the action of one shall bind the undersigned as fully
as if two or more had acted together.


Date  March 14, 2000               /s/  Wendy L. Wilson
     ---------------               -------------------------
                                   Wendy L. Wilson
                                   Vice President & Treasurer





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