CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, S-6EL24/A, 1996-04-09

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
S-6EL24/A, 1996-04-09

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<PAGE> 1

As filed with the Securities and Exchange Commission on April 9, 1996

File No. 33-60967
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 3

TO
FORM S-6

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS
REGISTERED ON FORM N-8B-2

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
(Exact Name of Registrant)

CONNECTICUT GENERAL LIFE INSURANCE COMPANY
(Name of Depositor)

900 Cottage Grove Road, Hartford, Connecticut 06152
(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, Including Area Code
(800) 726-6000
<TABLE>
<S> <C>
Copy to:
Jerold H. Rosenblum, Esquire Michael A. James, Esquire
Connecticut General Life Two Liberty Place
Insurance Company 47th Floor
Two Liberty Place Philadelphia, PA 19192-2475
47th Floor
Philadelphia, PA 19192-2475
Michael Berenson, Esquire
Suite 400 East
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007-0805
</TABLE>

Approximate date of proposed public offering: Continuous

INDEFINITE NUMBER OF UNITS OF INTEREST IN VARIABLE LIFE INSURANCE CONTRACTS
(Title and Amount of Securities Being Registered)

An indefinite amount of the securities being offered by the Registration
Statement has been registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The initial registration fee of $500 was paid with the
declaration.

The registrant amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

It is proposed that this filing will become effective:
______________ immediately upon filing pursuant to paragraph (b) of Rule 485
______________ on ________, pursuant to paragraph (b) of Rule 485
______________ 60 Days after filing pursuant to paragraph (a) (1) of Rule 485
______________ on ________, pursuant to paragraph (a) (1) of Rule 485
<PAGE> 2
CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-8B-2

N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
1 Cover Page; The Separate Account and the Fund
Accounts

2 Cover Page; The Company

3 Not Applicable

4 Distribution of Policies

5 The Separate Account and The Fund Accounts

6 Not Applicable

7 Not Applicable

8 Financial Statements

9 Legal Proceedings

10 Highlights; Full Surrender; Partial Surrender;
Right-to-Examine Period; Conversion;
Transfers; The Separate Account and the Fund
Accounts; Voting Rights; Lapse; Right to Take
Action Regarding the Separate Account; Premium
Payments

11 The Separate Account and The Fund
Accounts; The Funds

12 Cover Page; The Separate Account and The Fund
Accounts; The Funds

13 Cover Page; Highlights; Charges and Fees

14 Highlights; Eligibility

15 Premium Payments; Charges and Fees

16 The Funds

17 Surrender, Lapse, and Reinstatement;
Transfers; Right to Examine Period;
Certificate Loans

18 Tax Matters

19 Reports to Certificate holders
</TABLE>

<PAGE> 3
N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
20 Not Applicable

21 Certificate Loans

22 Not Applicable

23 Not Applicable

24 Incontestability; Suicide; Misstatement of Age

25 The Company

26 Fund Participation Agreements

27 The Company

28 Directors and Officers

29 The Company

30 Not Applicable

31 Not Applicable

32 Not Applicable

33 Not Applicable

34 Not Applicable

35 The Company

36 Not Applicable

37 Not Applicable

38 Distribution of Policies

39 Distribution of Policies

40 Not Applicable

41 Distribution of Policies

42 Not Applicable

43 Not Applicable

44 The Separate Account and The Fund Accounts;
Account Certificates; The Funds; Charges and
Fees
</TABLE>

<PAGE> 4
N-8B-2 ITEM CAPTION IN PROSPECTUS

<TABLE>
<S> <C>
45 Not Applicable

46 The Separate Account and The Fund Accounts;
Certificate Values; The Funds; Surrender,
Lapse and Reinstatement; Charges and Fees

47 Premium Payments; The Funds

48 Not Applicable

49 Not Applicable

50 Not Applicable

51 Cover Page; Highlights; Eligibility; Coverage
Amount; Termination, Continuation, and
Conversion; Premium Payments

52 The Funds; Substitution or Elimination of
Securities

53 Tax Matters

54 Not Applicable

55 Not Applicable

56 Not Applicable

57 Not Applicable

58 Not Applicable

59 Financial Statements
</TABLE>

<PAGE> 5

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A

HOME OFFICE LOCATION:
900 COTTAGE GROVE ROAD
HARTFORD, CT 06152

MAILING ADDRESS:
CIGNA COMPANIES
GROUP VARIABLE CUSTOMER SERVICE CENTER
95 HIGHLAND AVENUE
BETHLEHEM, PA 18017-9077
(800)(828-3485)

- --------------------------------------------------------------------------------
THE GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY
- --------------------------------------------------------------------------------

This prospectus describes a group variable universal life insurance contract
("Policy") offered by Connecticut General Life Insurance Company ("the
Company"). The Policy is a group master contract entered into between a Group
Policyholder (an employer or a union) and the Company. Certain Employees
(employees or union members) as agreed upon between the Group Policyholder and
the Company, may become insured under the Policy. Employees who become insured
under the Policy will receive a Certificate of Insurance("Certificate")
describing their rights under the Policy. Employees may obtain life insurance
coverage for their spouses and dependent children as well.

This Policy is intended to provide life insurance benefits. It provides for
a death benefit, flexible premium payments, a choice of underlying funding
options for the accumulation of cash value, and a choice of additional benefit
options. Its cash value will, and the death benefit may, vary with the
investment performance of the underlying funding options selected. Certificate
Cash Values may be used to continue the Certificate in force, may be borrowed
within certain limits, and may be fully or partially surrendered. No sales
loads are charged under this Policy.

The Company offers seven variable funding vehicles ("Funds")under the Policy
through the Separate Account. Each Fund is a portfolio of a diversified
open-end management investment company (commonly called a mutual fund) and each
Fund has a different investment objective:

- CIGNA Variable Products Money Market Fund
- Fidelity VIP II Investment Grade Bond Portfolio
- Fidelity VIP II Asset Manager Portfolio
- CIGNA Variable Products S&P 500 Index Fund
- Fidelity VIP Equity-Income Portfolio
- Twentieth Century TCI Growth
- Fidelity VIP Overseas Portfolio

The fixed interest option offered under the Policy is the
<PAGE> 6
Fixed Account. Amounts held in the Fixed Account are guaranteed and will earn
a minimum interest rate of 4% per year. Unless specifically mentioned, this
prospectus only describes the variable investment options.

It may not be advantageous to replace existing insurance or supplement an
existing variable universal life insurance policy with coverage under the
Policy. This entire Prospectus, and those of the Funds, should be read
carefully to understand the Policy being offered.

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUSES OF
THE MUTUAL FUNDS AVAILABLE AS FUNDING OPTIONS FOR THE POLICIES OFFERED BY THIS
PROSPECTUS. ALL PROSPECTUSES SHOULD BE RETAINED FOR FUTURE REFERENCE.

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

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF, OR SOLICITATION OF AN OFFER TO
ACQUIRE, ANY INTEREST OR PARTICIPATION IN THE GROUP VARIABLE UNIVERSAL LIFE
INSURANCE POLICIES OFFERED BY THIS PROSPECTUS IN ANY JURISDICTION TO ANYONE TO
WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION.

PROSPECTUS DATED: April 9, 1996

<PAGE> 7
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
Definitions . . . . . . . . . . . . . . . . . . . . . . . . 4
Highlights . . . . . . . . . . . . . . . . . . . . . . . . 7
Initial Choices . . . . . . . . . . . . . . . . . . . . 8
Death Benefit Amount . . . . . . . . . . . . . . . . . 8
Amount of Premium Payment . . . . . . . . . . . . . . . 8
Selection of Funding Vehicles . . . . . . . . . . . . . 8
Charges and Fees . . . . . . . . . . . . . . . . . . . 9
The Company . . . . . . . . . . . . . . . . . . . . . . . . 11
The Separate Account and The Fund Accounts . . . . . . . . 11
The Funds . . . . . . . . . . . . . . . . . . . . . . . . . 12
Fund Annual Expenses . . . . . . . . . . . . . . . . . 16
Investment Risk . . . . . . . . . . . . . . . . . . . . 17
Substitution or Elimination of Funds . . . . . . . . . 18
Fund Participation Agreements . . . . . . . . . . . . . 18
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 18
Coverage Amounts . . . . . . . . . . . . . . . . . . . . . 19
Amounts of Coverage . . . . . . . . . . . . . . . . . . 19
Guaranteed Issue Amounts . . . . . . . . . . . . . . . 19
Changes in Coverage Amounts . . . . . . . . . . . . . . 20
Automatic Increase Feature . . . . . . . . . . . . . . 20
Effective Dates . . . . . . . . . . . . . . . . . . . . . . 21
Right To Examine Period . . . . . . . . . . . . . . . . . . 21
Death Benefit . . . . . . . . . . . . . . . . . . . . . . . 22
Amount of Death Benefit . . . . . . . . . . . . . . . . 22
Payment of Death Benefit . . . . . . . . . . . . . . . 22
Premium Payments . . . . . . . . . . . . . . . . . . . . . 23
Premium Payments . . . . . . . . . . . . . . . . . . . 23
Premium Increases . . . . . . . . . . . . . . . . . . . 24
Allocation of Net Premium Payments . . . . . . . . . . 25
Certificate Values . . . . . . . . . . . . . . . . . . . . 26
Cash Value . . . . . . . . . . . . . . . . . . . . . . 26
Variable Accumulation Unit Value . . . . . . . . . . . 27
Transfers . . . . . . . . . . . . . . . . . . . . . . . 28
Net Cash Value . . . . . . . . . . . . . . . . . . . . 29
Charges and Fees . . . . . . . . . . . . . . . . . . . . . 29
Premium Load . . . . . . . . . . . . . . . . . . . . . 29
Monthly Deduction . . . . . . . . . . . . . . . . . . . 30
Transaction Fees for Excess Transfers and Surrenders. . 32
Mortality and Expense Risk Charge . . . . . . . . . . . 32
Certificate Loans . . . . . . . . . . . . . . . . . . . . . 33
Surrender, Lapse, and Reinstatement . . . . . . . . . . . . 34
Full Surrenders . . . . . . . . . . . . . . . . . . . . 34
Partial Surrenders . . . . . . . . . . . . . . . . . . 34
Lapse of a Certificate . . . . . . . . . . . . . . . . 35
Reinstatement of a Lapsed Certificate . . . . . . . . . 35
</TABLE>

2
<PAGE> 8

<TABLE>
<S> <C>
Termination, Continuation, and Conversion . . . . . . . . 35
Policy Termination . . . . . . . . . . . . . . . . . 35
Termination of Individual Coverage . . . . . . . . . 36
Continuation . . . . . . . . . . . . . . . . . . . . 36
Conversion . . . . . . . . . . . . . . . . . . . . . 37
Additional Coverage Riders . . . . . . . . . . . . . . . 37
Accidental Death, Dismemberment, and Injury . . . . . 38
Waiver of Cost of Life Insurance . . . . . . . . . . 38
Paid-Up Insurance . . . . . . . . . . . . . . . . . . 39
Advanced Payment Benefit . . . . . . . . . . . . . . 39
Seat Belt Benefit . . . . . . . . . . . . . . . . . . 41
Other Policy Provisions . . . . . . . . . . . . . . . . . 41
Deferral of Payment . . . . . . . . . . . . . . . . . 41
Fixed Benefit Policy Exchange . . . . . . . . . . . . 41
Certificate Owner . . . . . . . . . . . . . . . . . . 42
Beneficiary . . . . . . . . . . . . . . . . . . . . . 42
Assignment . . . . . . . . . . . . . . . . . . . . . 42
Incontestability . . . . . . . . . . . . . . . . . . 43
Misstatement of Age . . . . . . . . . . . . . . . . . 43
Suicide . . . . . . . . . . . . . . . . . . . . . . . 43
State Variation . . . . . . . . . . . . . . . . . . . . . 43
Non-Participating Policies . . . . . . . . . . . . . . . 44
Dollar Cost Averaging . . . . . . . . . . . . . . . . . . 44
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . 45
Taxation of Policy Benefits in General. . . . . . . . 45
Diversification Requirements. . . . . . . . . . . . . 47
Taxation of the Company . . . . . . . . . . . . . . . 48
Section 848 Charges . . . . . . . . . . . . . . . . . 48
Other Considerations . . . . . . . . . . . . . . . . 48
Other Matters . . . . . . . . . . . . . . . . . . . . . . 48
Voting Rights . . . . . . . . . . . . . . . . . . . . 48
Directors and Officers . . . . . . . . . . . . . . . 51
Distribution of Policies . . . . . . . . . . . . . . 52
Other Contracts Issued by the Company . . . . . . . . 52
Right to Take Actions Regarding the Separate Account. 53
State Regulation . . . . . . . . . . . . . . . . . . 53
Reports to Certificate Owners . . . . . . . . . . . . 54
Advertisements . . . . . . . . . . . . . . . . . . . 54
Legal Proceedings . . . . . . . . . . . . . . . . . . 54
Experts . . . . . . . . . . . . . . . . . . . . . . . 54
Registration Statement . . . . . . . . . . . . . . . 55
Financial Statements . . . . . . . . . . . . . . . . 55
Illustrations . . . . . . . . . . . . . . . . . . . . 77
</TABLE>

3
<PAGE> 9
DEFINITIONS

CASH VALUE: The sum of the Fixed Account Value, the Fund Account
Values and the Loan Account Value.

CERTIFICATE: The document given to an Owner as evidence of
that person's rights and obligations under the Policy.

CERTIFICATE EFFECTIVE DATE: The date on which the Certificate
becomes effective, as shown in the Coverage Verification Pages.

CODE: The Internal Revenue Code of 1986, as amended.

CORRIDOR DEATH BENEFIT: The Death Benefit calculated as a
percentage of the Cash Value rather than by reference to the
Coverage Amount to satisfy the Internal Revenue Service
definition of life insurance.

COST OF INSURANCE: The portion of the Monthly Deduction
attributable to the life insurance coverage, not including
riders, supplemental benefits or monthly administrative fees.

COVERAGE AMOUNT: The amount of life insurance benefit selected
by the Owner upon application and changed from time to time by
the Owner as described in this Prospectus.

CURRENT OUTSTANDING LOAN BALANCE: The Loan Balance plus all
interest accrued but not yet paid.

CUSTOMER SERVICE CENTER: The office of the Company to which
Premium Payments should be sent, notices given and any customer
service requests made. Unless otherwise stated in the Coverage
Verification Pages of the Certificate, the mailing address of
the Customer Service center is: CIGNA Companies, Group Variable
Customer Service Center, 95 Highland Avenue, Bethlehem, PA
18017-9077

DEATH BENEFIT: The amount payable to the beneficiary upon the
death of the Insured. The Death Benefit is reduced by any
advanced payment benefit made under the Certificate and any
amounts due the Company under the Certificate.

4
<PAGE> 10
FIXED ACCOUNT: The account under which principal is guaranteed
and interest is credited at a rate of not less than 4% per year.
Fixed Account assets are general assets of the Company held in
the Company's General Account.

FIXED ACCOUNT VALUE: The portion of the Cash Value under a
Certificate, other than the Loan Account Value, held in the
Company's General Account.

FUND ACCOUNT: An Account under a Certificate, the value of
which varies based on the net investment performance of a
specific Fund, as described herein. Fund Account assets are held
in the Separate Account and are not guaranteed.

FUND ACCOUNT VALUE: The Cash Value portion under a Certificate
which is determined by multiplying the number of Variable
Accumulation Units in the Fund Account by the current Variable
Accumulation Unit Value.

FUND(S): One or more of CIGNA Variable Products Money Market
Fund, Fidelity VIP II Investment Grade Bond Portfolio, Fidelity
VIP II Asset Manager Portfolio, CIGNA Variable Products S&P 500
Index Fund, Fidelity VIP Equity-Income Portfolio, Twentieth
Century TCI Growth and Fidelity VIP Overseas Portfolio.

Each Fund is an open-end management investment company, or a
portfolio of an open-end management investment company, whose
investment performance is used in determining the investment
performance of a Fund Account under the Policy.

GENERAL ACCOUNT: The Company's general asset account, in which,
along with other assets of the Company, the assets supporting
the non-variable portion of the Policy are held.

GRACE PERIOD: The period after the Certificate's Net Cash Value
becomes insufficient to cover a due but unpaid Monthly Deduction
during which the Owner may keep the Certificate in force by
paying the required premium.

INSURED: The person whose life is insured in the Certificate.

5
<PAGE> 11
LOAN ACCOUNT VALUE: A portion of the Cash Value equal to the sum
of all unpaid Certificate loans, plus all unpaid interest added
to the Loan Balance as provided for in the Policy, less
repayments on loans, plus interest which accrues daily on the
Loan Account.

LOAN BALANCE: The sum of all loans under the Certificate less
any loan repayments, plus all unpaid interest added to the Loan
Balance as provided for in the Policy.

MONTHLY DEDUCTION: The monthly deduction made from the Net Cash
Value; this deduction includes the cost of insurance, monthly
administrative fees and charges for supplemental riders or
benefits, if applicable.

NET CASH VALUE: The Cash Value less the Current Outstanding Loan
Balance.

NET PREMIUM PAYMENT: The portion of a premium payment, after
deduction of the premium load for taxes, available for
allocation to the Fixed Account and the Fund Accounts.

OWNER: The Owner of a Certificate under a Policy on the
Certificate Effective Date will be the person designated as
Owner in the Coverage Verification Pages. If no person is
designated as Owner, the Insured will be the Owner.

POLICY: The group life insurance contract described in this
Prospectus, under which flexible premium payments are permitted
and the death benefit and contract values may vary with the
investment performance of the funding option(s) selected.

POLICY ANNIVERSARY DATE: The Policy Anniversary Date stated in
the Coverage Verification Pages of the Certificate.

POLICY YEAR: Each twelve-month period, beginning on the Policy
Anniversary Date, during which the Policy is in effect.

RELATED FUND: The Fund whose investment performance is the basis
for determining the investment performance of a specific Fund
Account.

6
<PAGE> 12
SEPARATE ACCOUNT: CG Variable Life Insurance Separate Account A.
Separate Account assets are kept separate from the general
assets of the Company and are not, except to the extent that
they exceed Separate Account liabilities, chargeable with the
general liabilities of the Company.

VALUATION DAY: Every day on which Variable Accumulation Units
are valued; any day on which the New York Stock Exchange is
open, except any day on which trading on the Exchange is
restricted, or on which an emergency exists, as determined by
the Securities and Exchange Commission, so that valuation or
disposal of securities is not practicable.

VALUATION PERIOD: The period consisting of one or more days,
from one Valuation Time to the next succeeding Valuation Time.

VALUATION TIME: The time of the close of the New York Stock
Exchange (currently 4:00 p.m. New York time) on a Valuation Day.
All actions which are to be performed on a Valuation Day will be
performed as of the Valuation Time.

VARIABLE ACCUMULATION UNIT: A unit of measure used to calculate
the value of a Fund Account.

HIGHLIGHTS
The Policy is a group variable universal life insurance policy.
The Policy will be sold to Group Policyholders (employers and
unions) to make available life insurance coverage for their
Employees (employees of the employer or members of the union).
Employees who purchase coverage on their own lives will receive
a Certificate of Insurance under the Policy. Employees may also
be able to purchase a Certificate of Insurance under the Policy
on the lives of their spouses. Term life insurance coverage on
the lives of the dependent children of the Employee may be added
as an additional benefit to the Certificate of Insurance on the
Employee or the Certificate of Insurance on the spouse (but not
both).

Each Certificate may accumulate Cash Value on a fixed or a
variable basis or on a combination of fixed and variable bases.
(See Eligibility Section)

The Policy's provisions may vary from state to state

7
<PAGE> 13
as required by state law.

INITIAL CHOICES TO BE MADE

When purchasing a Certificate under a Policy, the Owner makes
three important choices:

1) Selecting the initial Coverage Amount;
2) Selecting the amount of premium payments to make; and
3) Selecting how Net Premium Payments will be allocated among
the available funding options.

(See Coverage Amount and Premium Payment Sections)

DEATH BENEFIT AMOUNT

At the time of purchase, the Certificate Owner (also called the
"Owner" in this Prospectus) must choose the initial Coverage
Amount. The Coverage Amount may be changed from time to time by
the Owner. The Death Benefit will be the Coverage Amount plus
the Net Cash Value less any amounts due the Company under the
Certificate. The Death Benefit will be reduced by the amount of
any Advanced Payment Benefit made under the Policy. The amount
payable will be determined as of the date of the Insured's death
based on investment performance and any changes made by the
Owner. (See Death Benefit Section)

AMOUNT OF PREMIUM PAYMENT

At the time of purchase, the Owner must also choose the amount
of premium to be paid. The Owner may vary premium payments to
some extent and still keep the Certificate in force. Premium
reminder notices will be sent for premiums required to continue
the Certificate in force. If the Certificate lapses it may be
reinstated. (See "Reinstatement of a Lapsed Certificate".)

SELECTION OF FUNDING VEHICLE(S)

The Owner must choose how to allocate Net Premium Payments. Net
Premium Payments may be allocated, in any combination, to one or
more Fund Accounts, each of which varies in value based on the
performance of a particular Fund, and to the Fixed Account.
Allocations to any Fund Account or to the Fixed Account must be
in 5% increments. (See Allocation

8
<PAGE> 14
of Net Premium Payments Section)

Fund Account Values are not guaranteed and will vary with the
investment performance of the specific Fund underlying that Fund
Account.

CHARGES AND FEES

There is no sales load.

There is a premium load on all premium payments which will not
exceed 5.00%. Currently the premium load is 3.00% which is made
up of 2.50% for state premium taxes and 0.50% for the additional
federal income tax burden under Section 848 of the Code relating
to the tax treatment of deferred acquisition costs.

State premium taxes vary from state to state and may be as low
as 0.75% and as high as 3.00%. The 2.5% charge reflects an
average state premium tax expense expected to be incurred for
group variable life insurance policies offered in this
prospectus; although applicable state premium tax laws may
assess a tax at a rate either higher or lower than the charge
included in the premium load under the Policy. This charge may
vary from time to time based on changes in state premium tax
laws, which states' premium tax laws are applicable to the
policy and the amounts of premium received in such states;
however, the premium load comprising the combined charges for
federal income taxes and state premium taxes will not exceed 5%.
The Company reserves the right to waive the state premium tax
portion of the premium load when it would apply to the value of
a policy or certificate of life insurance underwritten by the
Company or an affiliate which is accepted in exchange for a
certificate of insurance under this group variable universal
life insurance policy in a transaction under Section 1035 of the
Code.

The company does not expect to earn a profit from this premium
load.

Monthly deductions are made from the Cash Value for the cost of
insurance and any additional benefits. Monthly deductions are
also made from the Cash Value for administrative expenses. The
administrative charge is comprised of two fixed dollar monthly
fees. The first fixed dollar monthly fee, which will not exceed
$5.00 per month, will be charged to each Certificate under the
Policy. The second fixed

9
<PAGE> 15
dollar monthly fee, which will not exceed $3.00 per month, will
be charged, in addition to the first fee, to Certificates which
have accumulated Cash Value in any Fund Account. The second
fixed dollar monthly fee will be waived for Certificates under
which the Net Cash Value is greater than $10,000. In addition to
the guaranteed maximum amounts for each of the two fixed dollar
monthly fees comprising the monthly administrative fee, the sum
of the two fixed dollar monthly fees actually charged at any
time is guaranteed not to exceed $6.00.

Daily charges to the Fund Accounts are made for the mortality
and expense risks. The mortality and expense risk charge may
vary up to an annual rate of 0.90%. It is currently at the
annual rate of 0.45%.

Investment results for each Fund Account are affected by each
Fund's daily charge for management fees; these charges vary by
Fund and are shown at page 16 of this Prospectus.

A transaction fee of $25 is imposed for full surrenders, partial
surrenders and for transfers in excess of 12 per Policy Year
under a Certificate. The Company reserves the right to waive
this fee in some circumstances.

Interest is charged on Certificate loans at an effective annual
rate of 8%. Interest is credited to funds securing the loan at
an effective annual rate of no less than 6%.

In certain instances, the Company may reduce monthly
administrative fees and/or waive certain transaction fees in the
sale of Policies to certain groups.

Costs for sales, administration, and mortality generally vary
with the size and stability of the group among other factors.

The Company takes all these factors into account when reducing
charges. To qualify for reduced charges, a group or similar
arrangement must meet certain requirements, including our
requirements for size and ease of administration.

The Company will make any reductions according to its rules in
effect when an application or enrollment form for a Policy is
approved. The Company may change these rules from time to time.
Any variation in the monthly administrative fees or

10
<PAGE> 16
transaction fees will reflect differences in costs or services
and will not be unfairly discriminatory.

THE COMPANY
The Company is a stock life insurance company incorporated in
Connecticut in 1865. Its Home Office mailing address is
Hartford, Connecticut 06152, Telephone (203) 726-6000. It has
obtained authorization to do business in fifty states, the
District of Columbia and Puerto Rico. The Company issues group
and individual life and health insurance policies and annuities.
The Company has various wholly-owned subsidiaries which are
generally engaged in the insurance business. The Company is an
indirect wholly-owned subsidiary of CIGNA Corporation,
Philadelphia, Pennsylvania.

The Company markets the Policies through independent insurance
brokers, general agents, and registered representatives of
broker-dealers who are members of the National Association of
Securities Dealers, Inc.

THE SEPARATE
ACCOUNT AND THE
FUND ACCOUNTS

Cash Value invested in the Fund Accounts of a Certificate under
the Policy is held in the Separate Account. The Separate
Account, CG Variable Life Insurance Separate Account A, was
established pursuant to a May 22, 1995 resolution of the Board
of Directors of the Company. Under Connecticut insurance law,
the income, gains or losses of the Separate Account are credited
without regard to the other income, gains or losses of the
Company. The Company serves as the custodian of the assets of
the Separate Account. These assets are held for the Policies.
The Separate Account cannot be charged with liabilities of the
Company other than liabilities under the Policies or under other
Policies whose variable values and benefits are supported by the
Separate Account, except to the extent that the Separate Account
assets exceed the reserves and other contract liabilities of the
Separate Account.

All obligations arising under the Policies are general corporate
liabilities of the Company. Separate Account assets are invested
in shares of Funds.

11
<PAGE> 17
Owners who allocate Net Premium Payments, or transfer funds from
another account, into a Fund Account are credited with Variable
Accumulation Units of the Related Fund valued at the current
Variable Accumulation Unit Value for that Fund. Variable
Accumulation Unit Values for a Fund vary each Valuation Day
based on the investment performance of the Related Fund. Any and
all distributions made by any Fund with respect to shares held
by the Separate Account will be reinvested in additional shares
of the Fund at net asset value.

Deductions, transfers, and surrenders from Fund Accounts will,
in effect, be made by surrendering Variable Accumulation Units
of the Related Fund at the then current Variable Accumulation
Unit Value.

The Separate Account is registered with the Securities and
Exchange Commission ("Commission") as a unit investment trust
under the Investment Company Act of 1940 (the "Act"). Such
registration does not involve supervision of the Separate
Account or the Company's management of investment practices or
policies by the Commission. The Company does not guarantee the
Separate Account's investment performance or the performance of
the Certificates' Fund Accounts.

The Company has other separate accounts registered as unit
investment trusts with the Commission for the purpose of funding
the Company's variable annuity contracts and other variable life
insurance contracts.

THE FUNDS
Each of the Fund Accounts under a Certificate is supported
solely by the shares of one of the Funds available as funding
vehicles under the Policies. Each of the Funds is a portfolio
of a trust or a corporation which is registered as an open-end,
diversified management investment company under the Act (an
"Investment Company").

The Investment Companies and their investment advisers and
distributors are:

12
<PAGE> 18
Fidelity VIP Equity-Income Portfolio and Fidelity VIP Overseas
Portfolio are portfolios of the Variable Insurance Products
Fund; and Fidelity VIP II Asset Manager Portfolio and Fidelity
VIP II Investment Grade Bond Portfolio are portfolios of the
Variable Insurance Products Fund II.

Fidelity Management & Research Company, 82 Devonshire Street,
Boston, Massachusetts, is the investment adviser to Variable
Insurance Products Fund and Variable Insurance Products Fund II.
These funds are distributed by Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02103.

TCI Growth is a portfolio of TCI Portfolios, Inc.

Investors Research Corporation, Twentieth Century Tower, 4500
Main Street, Kansas City, Missouri, 64111 is the investment
adviser to TCI Portfolios, Inc. which is distributed by TCI
Portfolios, Inc., 4500 Main Street, P.O. Box 419385, Kansas
City, Mo., 64141-6385.

CIGNA Variable Products S&P 500 Index Fund and CIGNA Variable
Products Money Market Fund are portfolios of CIGNA Variable
Products Group.

CIGNA Investments, Inc.,900 Cottage Grove Road, Bloomfield,
Connecticut, 06152, is the investment adviser to CIGNA Variable
Products Group, which is distributed by CIGNA Financial
Advisors, Inc., 900 Cottage Grove Road, Bloomfield, Ct. 06152.

The investment advisory fees charged the Funds by their advisers
are shown on page 16 of this Prospectus.

There follows a brief description of the investment objective of
each Fund. There can be no assurance that any of the stated
investment objectives will be achieved.

CIGNA VARIABLE PRODUCTS MONEY MARKET FUND

The fund seeks to earn a high level of current income while
maintaining a stable share price by investing in high-quality,
short-term money market securities of different types. It
stresses income, preservation of capital, and liquidity, and
does not seek the higher yields or capital appreciation that

13
<PAGE> 19
more aggressive investments may provide. The fund's yield will
vary from day to day and generally reflects current short-term
interest rates and other market conditions.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO

The fund seeks high current income by investing primarily in
fixed-income obligations of all types. The fund invests at least
65% of its assets in investment-grade, fixed income securities
such as bonds, notes and debentures, and maintains a
dollar-weighted average maturity of ten years or less. Because
the fund invests in fixed income securities, its share price is
related to changes in interest rates. The fund may use various
investment techniques to hedge the fund's risks, but there is no
guarantee that these strategies will work as intended. With its
focus on medium- to high-quality investments and intermediate
maturity, the fund has a moderate risk level and yield
potential.

FIDELITY VIP II ASSET MANAGER PORTFOLIO

The fund seeks high total return with reduced risk over the long
term. The fund seeks to achieve its investment objective by
allocating its assets among stocks, bonds, short-term and other
investments of U.S. and foreign issuers. The fund spreads its
assets among all three asset classes moderating both its risk
and return potential. Because the fund can invest in bonds and
short-term instruments, its returns may not be as high as a fund
that invests only in stocks.

CIGNA VARIABLE PRODUCTS S & P 500 INDEX FUND

The fund seeks to match the total return of the S&P 500 while
keeping expenses low.

The S&P is made up of 500 common stocks, most of which trade on
the New York Stock Exchange. The fund's composition may not
always be identical to that of the S&P 500. Because the fund
seeks to track, rather than exceed, the performance of the S&P
500, it is not managed in the same manner as other mutual funds.
It should not be expected to achieve the potentially greater
results that could be obtained by a fund that aggressively seeks
growth.

"Standard & Poor's(R)", "S&P(R)", "S&P 500(R)", "Standard &

14
<PAGE> 20
Poor's 500", and "500" are trademarks of Standard & Poors
Corporation and have been licensed for use by Connecticut
General Life Insurance Corporation. The Fund is not sponsored,
endorsed, sold or promoted by S&P and S&P makes no
representation regarding the advisability of investing in the
Fund Account.

FIDELITY VIP EQUITY-INCOME PORTFOLIO

The fund seeks reasonable income by investing primarily in
income-producing securities. It will normally have 65% of its
assets invested in such securities. The balance will tend to be
invested in debt obligations many of which are expected to be
convertible into common stock.The fund seeks to achieve a yield
that beats that of the S&P 500. The fund does have the
flexibility to invest the balance in all types of securities,
including bonds of varying quality. The fund is designed for
those who want some income from equity and bond investments, but
also want to be invested in the stock market for its long-term
growth potential.

TWENTIETH CENTURY TCI GROWTH

The investment objective of TCI Growth is capital growth. The
fund will seek to achieve its investment objective by investing
primarily in common stocks that are considered by management to
have better- than-average prospects for appreciation. It may
purchase securities only of companies that have a record of at
least three years' continuous operation.

FIDELITY VIP OVERSEAS PORTFOLIO

The fund seeks long-term growth of capital by investing
primarily in securities of issuers whose principal activities
are outside of the U.S. The fund normally invests at least 65%
of its total assets in securities of issuers from at least three
different countries outside of North America. The fund expects
to invest a majority of its assets in equity securities, but may
also invest in debt securities of any quality. The fund may
invest in the securities of any issuer, including companies and
other business organizations, as well as governments and
government agencies. It is important to note that investments in
foreign securities involve risks in addition to those of U.S.
investments. The performance of the fund depends upon currency
values, the political and regulatory

15
<PAGE> 21
environment, and overall economic factors in the countries in
which the fund invests.

FUND ANNUAL EXPENSES
(as a percentage of Fund average net assets)

The management fees for each Fund are based on a percentage of
that Fund's assets under management. The fees below represent
the amounts payable to the investment adviser of each of the
Funds on an annual basis as of the date of this Prospectus, plus
other expenses.

<TABLE>
<CAPTION>
TOTAL
MGMT OTHER ANNUAL
FEES EXPENSES EXPENSES
<S> <C> <C>
CIGNA Variable Products
Money Market Fund .35% .15% .50%
(1)

Fidelity VIP II Investment
Grade Bond Portfolio .46% .21% .67%

Fidelity VIP II Asset
Manager Portfolio (2) .72% .08% .80%

CIGNA Variable Products
S & P 500 Index Fund .35% .40% .75%

Fidelity VIP Equity-Income
Portfolio (2) .52% .06% .58%

TCI Growth 1.00% .00% 1.00%

Fidelity VIP Overseas
Portfolio .77% .15% .92%
</TABLE>

(1) The Investment Advisor for CIGNA Variable Products Money
Market Fund has voluntarily agreed to limit total expenses
to 0.50% of average net assets.

16
<PAGE> 22
This agreement is voluntary and may end at any time,
however, the investment adviser for the fund has committed
to maintain this cap on expenses until December 31, 1996.

The expenses shown here include a cap on other expenses of
0.15%. Without this cap, total annual expenses are
estimated to be 0.94% based on results from the
inception of the fund on January 2, 1996 through
March 31, 1996.

(2) A portion of the brokerage commissions the portfolio paid
was used to reduce its expenses. Without this reduction,
"Total Annual Expenses" would have been .81% for Asset
Manager and .60% for Equity-Income.

The purpose of the above Table is to assist the Certificate
Owner in understanding the various Fund costs and expenses that
a Certificate Owner will incur, directly or indirectly. For
additional information, see "The Funds" in this Prospectus and
the discussion in each Fund's prospectus.

INVESTMENT RISK

There is no assurance that the investment objective of any of
the Funds will be met. A Certificate Owner bears the complete
investment risk for those portions of his Cash Value allocated
to a Fund Account. Each of the Fund Accounts involves inherent
investment risk, and such risk varies significantly among the
Fund Accounts. Certificate Owners should read each Fund's
prospectus carefully and understand the Fund Accounts' relative
degrees of risk before making or changing investment choices.
Additional Funds may, from time to time, be made available as
investments to underlie the Policies. However, the right to
make such selections will be limited by the terms and conditions
imposed on such transactions by the Company.

All of the funds, except CIGNA Variable Products Money Market
Fund and CIGNA Variable Products S&P 500 Index Fund may invest a
portion of their funds in lower-quality debt securities. These
lower-quality debt securities (sometimes called "junk bonds")
are often considered to be speculative and involve greater risk
of default or price changes due to changes in interest rates,
economic conditions, and the issuer's creditworthiness.

As a result, their market prices tend to fluctuate more than
higher-quality securities. Lower quality securities are those
rated lower than Baa by Moody's Investors Service, Inc., or
lower than BBB by

17
<PAGE> 23
Standard & Poor's Corporation. Certain of the portfolios
offered as underlying funds may invest in such lower-quality
debt securities. See the prospectus for each portfolio for a
further discussion of the risks and for additional information
regarding the portfolio's investment policies and restrictions.

SUBSTITUTION OR ELIMINATION OF FUNDS

If the shares of any Fund should no longer be available for
investment by the Separate Account or if, in the judgment of the
Company, further investment in such shares should become
inappropriate for the Policies or the Separate Account, the
Company may substitute shares of another Fund or eliminate such
Fund from the Separate Account. No substitution or elimination
of securities supporting any Fund Account may take place without
prior approval of the Commission and under such requirements as
it may impose and notification to Group Policyholders and
Owners.

FUND PARTICIPATION AGREEMENTS

The Company has entered into agreements with the various
Investment Companies and their advisers or distributors through
which the Company makes the Funds available under the Policies
and performs certain administrative services. In some cases,
the advisers or distributors may compensate the Company for such
services.

ELIGIBILITY
The Policies will be sold to Group Policyholders (employers and
unions) who wish to make variable universal life insurance
coverage available to all or a portion of their Employees
(employees of employers and members of unions) and retirees, and
their families. Employees may apply for coverage under the
Policy within policy limits and subject to certain requirements
to provide evidence of good health acceptable to the company.

Employees may also apply for variable universal life insurance
coverage on their spouses and for term life insurance coverage
on their children. Depending upon the coverage selected by the
Group Policyholder, Employees may be able to continue their
coverage upon retirement, leave of absence, and/or termination
of employment. Spouses may be able to continue coverage upon
divorce, or death of

18
<PAGE> 24
the Employee.

No policy or certificates will be issued unless a minimum number
or percentage of employees eligible applies for coverage under
the policy. These minimums will be determined by the company,
based on group characteristics in advance of offering to the
employees. No certificate of insurance under the policy will be
issued to an employee, spouse, or dependent for whom this policy
appears to be an unsuitable investment.

COVERAGE AMOUNTS

AMOUNTS OF COVERAGE

Coverage Amounts for Employees will be in multiples of the
Employee's annual compensation and will be selected by the
Employee at the time of enrollment. The minimum Coverage Amount
for Insured Employees is $10,000. The minimum Coverage Amount
for spouses is $10,000 or such lesser amount as may be required
by State law . The maximum Coverage Amount will be agreed upon
by the Group Policyholder and the Company but shall not be more
than the lesser of ten times annual compensation or a fixed
dollar maximum.

Coverage for spouses will be in $10,000 increments up to the
lesser of $100,000 or three times the Employees' Annual
Compensation. The maximum coverage for spouses will be less
where required by state law.

Maximum Coverage Amounts are subject to limitation by state law
and may vary from state to state.

GUARANTEED ISSUE AMOUNTS

Employees will be able to purchase insurance on themselves and
their spouses in amounts up to a guaranteed issue amount without
providing evidence of good health acceptable to the Company. The
guaranteed issue amount will be agreed upon between the Group
Policyholder and the Company before coverage under the Policy is
offered to Employees. Employees and their spouses will be
required to provide evidence of good health acceptable to the
Company for amounts of insurance in excess of the guaranteed
issue amount,for any increases in coverage, or if they enroll
after the Policy

19
<PAGE> 25
Effective Date, or more than 30 days after becoming eligible
after the Policy Effective Date.

CHANGES IN COVERAGE AMOUNTS

Changes in the Coverage Amount of a Certificate can be made by
submitting a written request to the Customer Service Center in a
form satisfactory to the Company.

Increases in an Employee's Coverage Amount may be applied for
based on an increase in the Employees' annual compensation or a
higher multiple of the Employee's compensation. Increases in
the Coverage Amount for a spouse or child may be applied for at
any time.

Changes in the Coverage Amount are subject to the following
conditions:

- Satisfactory evidence of good health acceptable to the
Company and a supplemental application will be required for
an increase in the Coverage amount.

- No decrease may reduce the Coverage Amount to less than
$10,000 (for spouses, such lesser amount as may be required
by state law).

- No decrease may reduce the Coverage Amount below the minimum
required to maintain the Policy's or the Certificate's status
under the Code as a life insurance contract.

- If the Automatic Increase Feature is available on the Policy
and the Employee has elected it, the Coverage Amount for an
Insured Employee will be increased on the Policy Anniversary
Date to maintain his elected multiple of annual compensation.
Evidence of good health acceptable to the Company will not be
required for increases in Coverage Amount through the
Automatic Increase Feature.

AUTOMATIC INCREASE FEATURE

If the Group Policyholder has elected to have this feature
offered on the Policy, and the Employee has elected this
feature, the Employee's Coverage Amount will be increased on
each Policy Anniversary Date in order to maintain his elected
multiple of annual

20
<PAGE> 26
compensation.Evidence of good health acceptable to the Company
will not be required for this increase in Coverage Amount. The
amount of the increase may be subject to a dollar and/or
percentage limit. This feature will terminate if the Owner
otherwise increases or decreases the Coverage Amount to an
amount which is not a whole multiple of the Employee's Annual
Compensation.

EFFECTIVE DATES

Coverage, for applicants who apply within 31 days of becoming
eligible, up to the guaranteed issue amounts will become
effective either when the applicant becomes eligible or when the
completed application is received. For applicants who apply
later, and for amounts in excess of the guaranteed issue amount,
coverage will become effective when the Company agrees in
writing to insure the applicant.

For Employees not in active service, the effective date of
coverage will be delayed until the return to active service. For
spouses who are disabled or for spouses and children who are
hospitalized or confined at home under medical care, the
effective date of coverage will be delayed until all such
conditions have ended. If the conditions delaying the effective
date are not resolved within 90 days of the original application
date, a new application and new evidence of good health
acceptable to the Company will be required.

RIGHT TO EXAMINE

A Certificate may be returned for cancellation and a full refund
of premium within 30 days after the Certificate is received,
unless otherwise stipulated by state law requirements. Any
premium payment made prior to the expiration of the 30 day Right
to Examine period will be held in the Fixed Account and not
allocated to the Separate Account even if the Certificate Owner
may have so directed until three business days following the
expiration of the Right- to-Examine period. If the Certificate
is returned for cancellation in a timely fashion, the refund of
premiums paid, without interest, will usually occur within seven
days of notice of cancellation, although a refund of premiums
paid by check may be delayed until the check clears the bank
upon which

21
<PAGE> 27
it is drawn. Any refund will be reduced by partial surrenders
or loans plus interest accrued.

DEATH BENEFIT

AMOUNT OF DEATH BENEFIT

The Death Benefit will be the greater of the Coverage Amount (an
amount selected by the Owner, and subject to change by the Owner
from time to time, with certain restrictions), plus the Net Cash
Value, or the Corridor Death Benefit. The Death Benefit varies,
increasing or decreasing over time, depending on the amount of
premium paid and the investment performance of the Fund
Accounts and the Fixed Account. The Death Benefit will be
reduced by any amount paid under the Advanced Payment Benefit
Rider.

PAYMENT OF DEATH BENEFIT

The Death Benefit under the Certificate will be paid in a lump
sum within seven days after receipt at the Customer Service
Center of due proof of the Insured's death (a certified copy of
the death certificate) plus such other documentation as the
Company may require as proof of a covered claim under the
Certificate. Payment of the Death Benefit may be delayed if the
Certificate is being contested.

The Death Benefit under the Certificate at any time must be at
least the following "Corridor Percentage" of the Cash Value
based on the Insured's attained age:

<TABLE>
<CAPTION>
INSURED'S CORRIDOR INSURED'S CORRIDOR
ATTAINED AGE PERCENTAGE ATTAINED AGE PERCENTAGE
------------ ---------- ------------ ----------
<S> <C> <C> <C>
0-40 250% 70 115%
41 243 71 113
42 236 72 111
43 229 73 109
44 222 74 107
--- -- ---

45 215 75 105
46 209 76 105
47 203 77 105
48 197 78 105
49 191 79 105
--- -- ---

50 185 80 105
</TABLE>

22
<PAGE> 28
<TABLE>
<S> <C> <C> <C>
51 178 81 105
52 171 82 105
53 164 83 105
54 157 84 105
--- -- ---

55 150 85 105
56 146 86 105
57 142 87 105
58 138 88 105
59 134 89 105
--- -- ---

60 130 90 105
61 128 91 104
62 126 92 103
63 124 93 102
64 122 94 101
--- -- ---

65 120 95 100
66 119 96 100
67 118 97 100
68 117 98 100
69 116 99 100
--- -- ---
</TABLE>

The Company may either increase the Coverage Amount or require
the Owner to request a partial surrender of cash value to assure
that this corridor requirement is met. Evidence of good health
acceptable to the Company may be required for any increase.

PREMIUM PAYMENTS

The Certificates provide for flexible premium payments. Premium
payments are payable at the frequency and in the amount selected
by the Certificate Owner. The initial premium payment is due on
the Certificate Effective Date. Premiums may be paid on a
periodic basis (for Insured Employees, periodic premium payments
are ordinarily made through payroll deduction; for other
Eligible Classes, periodic billing may be available) or on a
lump sum basis. The minimum payment required is the amount
necessary to maintain a positive Net Cash Value. After the
initial premium payment, each subsequent lump sum premium
payment must be at least $25. The Company reserves the right to
decline a premium payment.

23
<PAGE> 29
All premium payments, whether periodic or on a lump sum basis,
will be deemed received when actually received by the Company at
its Customer Service Center; or,if such premium payment is made
by payroll deduction, such premium payment will be deemed
received when the Company has confirmed receipt of a wire
transfer into a bank account maintained by the Company for
receipt of premium from Group Policyholders under these
Policies. Such a wire transfer must be preceded, by 2 business
days, by a reconciliation statement identifying the Group
Policyholder, the Certificate number, the Owner and the amount
of premium received for each Certificate. Remittance of premium
payments through the payroll deduction mechanism often requires
significant processing time for collection and reconciliation of
individual premium payments and to coordinate varying payroll
cycles with monthly premium due dates. Premium payments are not
deemed received, and cannot be credited to Certificates, until
the above reconciliation and receipt requirements are met.

The Certificate Owner may elect to increase, decrease or change
the frequency or amount of premium payments.

Payment of periodic premium or lump sum premium in any amount
will not guarantee that the Certificate will remain in force.
Conversely, failure to pay periodic premium or lump sum premium
will not necessarily cause a Certificate to lapse.

PREMIUM INCREASES

At any time, the Owner may increase periodic premium payment
amounts or make lump sum premium payments, but:

- Evidence of good health acceptable to the Company may be
required if the additional premium or the new periodic premium
payment would require the Company to increase the Coverage
Amount. If satisfactory evidence of good health is requested
and not provided, the increase in premium will be refunded
without interest and without participation of such amounts in
any Fund Account.

- In no event may the total of all premium payments exceed the
then-current maximum premium limitations established by federal
law for a Certificate to qualify as a life insurance contract.
If, at any

24
<PAGE> 30
time, a premium payment would result in total premiums
exceeding such maximum premium limitation, the Company will
only accept that portion of the premium payment which will make
total premiums equal the maximum. Any part of the premium in
excess of that amount will be returned or applied as otherwise
agreed and no further premium payments will be accepted until
allowed by the then-current maximum premium limitations
prescribed by law.

- If there is any Current Outstanding Loan Balance, any lump sum
premium payments will be used first as a loan repayment with
any excess applied as an additional Net Premium Payment unless
otherwise agreed between the Owner and the Company.

ALLOCATION OF NET PREMIUM PAYMENTS

At the time of purchase of the Certificate, the Owner must decide
how to allocate Net Premium Payments among the Fund Accounts and
the Fixed Account. Allocation to any one Fund Account or to the
Fixed Account must be in increments of 5% of the Net Premium
Payment. The portion of any Net Premium Payment allocated to a
Fund Account will be used to purchase Variable Accumulation Units
whose value varies based on the investment performance of the
Related Fund.

The number of Variable Accumulation Units credited to the Fund
Account for any single purchase is determined by dividing the
amount of the Net Premium Payment being allocated to that Fund
Account by the value of the Variable Accumulation Unit for that
Fund Account.

During the Right-to-Examine period, any Net Premium Payment will
be allocated to the Fixed Account, and interest credited from the
later of Certificate Effective Date or the date the Net Premium
Payment was received. The Company will allocate the Net Premium
Payments received during the Right to Examine Period directly to
the Fund Account(s) selected by the Owner within three days after
expiration of the Right-to-Examine period.

Unless the Company is directed otherwise by the Certificate
Owner, subsequent Net Premium Payments will be allocated on the
same basis as the most recent Net Premium Payment. Such
allocation will occur as of the Valuation Day during which the
payment is received.

25
<PAGE> 31
The allocation for future premium payments may be changed at any
time free of charge. Any new allocation will be applied to
premium payments beginning no later than one week after the
Company receives the notice of the new allocation. Any new
allocation must allocate to any single Fund Account or the Fixed
Account in increments of 5% of the Net Premium Payment.

CERTIFICATE VALUES

CASH VALUE

The Cash Value of the Certificate is the sum of the Fixed
Account Value, the Fund Account Values, and the Loan Account
Value.

The Loan Account Value is described under the Certificate Loan
Provisions section of this Prospectus.

The Fixed Account Value is the sum of: a) the Fixed Account
Value at the end of the preceding day, minus b) charges or fees
charged to the Fixed Account and transfers and surrenders out of
the Fixed Account during that day, plus c) interest on the
difference between a and b, plus d) the sum of all transfers
into the Fixed Account during that day and all net premium
allocated to the Fixed Account during that day.

The Fund Account Value is the product of the number of Variable
Accumulation Units in that Fund Account and the Variable
Accumulation Unit Value for that Fund Account.

Variable Accumulation Units are added to a Fund Account when Net
Premium Payments are allocated to the Fund Account or funds are
transferred into the Fund Account from another Fund Account, the
Fixed Account, or the Loan Account. Variable Accumulation Units
are deducted from a Fund Account when funds are transferred out
of the Fund Account to another Fund Account, the Fixed Account,
or the Loan Account. Variable Accumulation Units are also
deducted from the Fund Account when funds are transferred out of
the Fund Account for surrender or partial surrender. Variable
Accumulation Units will also be deducted from the Fund Account
when funds are withdrawn from the Fund Account for the Monthly
Deductions, transaction fees, or other charges which are charged
to a Fund Account as provided for in the Policy.

26
<PAGE> 32
The number of Variable Accumulation Units to be added to or
deducted from a Fund Account is determined by dividing the
dollar amount to be credited to or charged against the Fund
Account by the Variable Accumulation Unit Value of Variable
Accumulation Units for that Fund Account during the Valuation
Period in which the credit or charge will occur.

The Variable Accumulation Unit Value for a Fund Account is
maintained by the Company and changes from Valuation Period to
Valuation Period based on the investment performance of the
Related Fund, the mortality and expense risk charge, and any
charges to the Fund Account for taxes resulting from the
operation of the Separate Account. (See Variable Accumulation
Unit Value below.)

The Fixed Account Value is guaranteed; but, there is no
assurance that the sum of the Fund Account Values of the
Certificate will equal or exceed the Net Premium Payments
allocated to the Fund Accounts.

Each Certificate Owner will be advised at least annually as to
the number of Variable Accumulation Units which are credited to
the Certificate, the current Variable Accumulation Unit values,
the Fund Account Values, the Fixed Account Value and the Loan
Account Value.

VARIABLE ACCUMULATION UNIT VALUE

The value of a Variable Accumulation Unit for any Valuation
Period is determined by multiplying the value of that Variable
Accumulation Unit for the immediately preceding Valuation Period
by the Net Investment Factor for the current period for the
appropriate Fund Account. The Net Investment Factor is
determined separately for each Fund Account by dividing (a) by
(b) and subtracting (c) from the result, where (a) equals the
net asset value per share of the Related Fund at the end of a
Valuation Period plus the per share amount of any distribution
declared by the Fund if the "ex-dividend" date is during the
Valuation Period plus or minus the Fund Account's proportionate
share of taxes or provisions for taxes, if any, attributable to
the operation of the Separate Account during the Valuation
Period; (b) equals the net asset value per share of the Related
Fund at the beginning of that Valuation Period, and (c) is the
daily charge for mortality and expense risk multiplied by the
number of days in the Valuation Period.

27
<PAGE> 33
TRANSFERS

While the Certificate is in force, values may, at any time, be
transferred ($250 minimum) from one Fund Account to another, or
from the Fund Accounts to the Fixed Account. Within the 30 days
after each Policy Anniversary, the Owner may also transfer a
portion of the Fixed Account Value to one or more Fund Accounts.
The cumulative amount of any transfers from the Fixed Account
within any such 30-day period cannot exceed 25% of the Fixed
Account Value. The Company may further limit transfers from the
Fixed Account at any time. Transfers will be effective as of the
Valuation Day during which the request is received in good order
at the Customer Service Center.

Subject to the above restrictions, up to 12 transfers may be
made in any Policy Year without charge, and any value remaining
in the Fixed Account or a Fund Account after a transfer must be
at least $250.

Any transfer made which causes the remaining aggregate value of
Variable Accumulation Units for a Fund Account to be less than
$250 will result in those remaining Variable Accumulation Units
being transferred as part of the requested transfer. Transfers
may be made in writing (or by telephone if telephone
transactions have been previously authorized in writing). To
make a telephone transfer, the Certificate Owner must call the
Customer Service Center and provide, as identification, his
Certificate number, his Social Security number, and his personal
identification number. A customer service representative will
then, upon ascertaining that telephone transfers are authorized
for that Certificate, take the transfer request, which will be
processed as of the next close of business and confirmed within
five business days. The Company disclaims all liability for
losses resulting from unauthorized or fraudulent telephone
transactions, but acknowledges that if it does not follow these
procedures, which it believes to be reasonable, it may be liable
for such losses.

Any transfers among the Fund Accounts or from a Fund Account to
the Fixed Account will result in the crediting and cancellation
of Variable Accumulation Units based on the Variable
Accumulation Unit values next determined after a written request
is received at the Customer Service Center. The Certificate
Owner should carefully consider current market conditions and
each Fund's investment policies and related risks

28
<PAGE> 34
before allocating money to the Fund Accounts. See pages 12-19
of this Prospectus and the prospectuses of the Funds.

NET CASH VALUE

The Net Cash Value is the Cash Value of the Certificate minus
the Current Outstanding Loan Balance.

CHARGES AND FEES

PREMIUM LOAD

A deduction of 3.0% of each premium payment will be made to
cover the premium load. This load consists of 2.50% for state
premium taxes and 0.50% for federal income taxes. The load may
be changed from time to time but may not exceed 5%.

The company does not expect to earn a profit from this premium
load.

MONTHLY DEDUCTIONS

A Monthly Deduction is made from the Net Cash Value for
administrative expenses. The monthly administrative fee will be
comprised of two fixed

29
<PAGE> 35
dollar monthly fees.

The first fixed dollar monthly fee, which will not exceed $5.00
per month, will be charged to each Certificate. The second
fixed dollar monthly fee, which will not exceed $3.00 per month,
will be charged, in addition to the first, to Certificates which
have accumulated Cash Value in any Fund Account. The second
fixed dollar monthly fee will be waived for any Certificate
whose Net Cash Value is greater than $10,000. In addition to the
guaranteed maximum amounts for each of the two fixed dollar
monthly fees comprising the monthly administrative fee, the sum
of the two fixed dollar monthly fees actually charged at any
time is guaranteed not to exceed $6.00.

This charge is for items such as premium billing and collection,
Certificate value calculation, confirmations and periodic
reports; and it will not exceed the Company's costs.

A Monthly Deduction is also made from the Net Cash Value for the
Cost of Insurance and any charges for additional benefits or
coverages. The Cost of Insurance is determined by multiplying
the Coverage Amount by the applicable Cost of Insurance Rate as
determined by the Company. The Cost of Insurance Rate depends
on the attained age, type of benefit, size and type of group,
gender mix of the group, expectations of participation, Eligible
Class of Insured, experience and persistency, federal and state
taxes, rating classes, expectations of future mortality, whether
premiums are paid directly to the Company or through payroll
deduction, and the current Coverage Amount.

The Guaranteed Maximum Cost of Insurance Rates, per $10,000 of
Coverage Amount , for standard risks are set forth in the
following Table based on 150% of the 1980 Commissioners Standard
Ordinary Male Mortality Tables, Age Last Birthday.

<TABLE>
<CAPTION>
ATTAINED AGE ATTAINED AGE ATTAINED AGE
LAST MONTHLY LAST MONTHLY LAST MONTHLY
BIRTHDAY RATE BIRTHDAY RATE BIRTHDAY RATE
--------- ----- --------- ----- -------- -----
<S> <C> <C> <C> <C> <C>
45 5.92 75 87.89
16 1.99 46 6.41 76 96.76
</TABLE>

30
<PAGE> 36
<TABLE>
<S> <C> <C> <C> <C> <C>
17 2.15 47 6.93 77 106.02
18 2.27 48 7.48 78 115.76
19 2.35 49 8.10 79 126.29

20 2.37 50 8.78 80 138.01
21 2.37 51 9.57 81 151.28
22 2.35 52 10.45 82 166.45
23 2.30 53 11.46 83 183.54
24 2.25 54 12.58 84 202.21

25 2.19 55 13.78 85 222.14
26 2.15 56 15.06 86 243.05
27 2.14 57 16.42 87 264.86
28 2.12 58 17.86 88 287.59
29 2.15 59 19.44 89 311.42

30 2.19 60 21.20 90 336.81
31 2.25 61 23.20 91 364.47
32 2.34 62 25.45 92 395.85
33 2.44 63 27.98 93 434.54
34 2.56 64 30.79 94 488.72

35 2.71 65 33.82 95 575.26
36 2.90 66 37.08 96 732.95
37 3.11 67 40.53 97 1061.50
38 3.35 68 44.27 98 1508.68
39 3.63 69 48.41 99 1508.68

40 3.94 70 53.10
41 4.28 71 58.48
42 4.64 72 64.67
43 5.04 73 71.72
44 5.47 74 79.51
</TABLE>

In certain instances, the Company may reduce monthly
administrative fees and/or waive certain transaction fees in the
sale of Policies to certain groups, including those in which a
trustee or an employer, for example purchases Policies covering
a group of individuals on a group basis. In addition, the
Company may establish different costs of insurance and
administrative fees for different Eligible Classes of Insureds
under the Policy.

Costs for sales, administration, and mortality generally vary
with the size and stability of the group and with Class of
insured under the Policy among, other factors.The Company takes
all these factors into account when establishing or reducing
charges.

31
<PAGE> 37
To qualify for reduced charges,a group or similar arrangement
must meet certain requirements, including our requirements for
size and ease of administration.

The Company will make any initial reductions or establish any
differences in rates or administrative fees according to its
rules in effect at the time and in accord with the terms of the
Policy. The Company may change these rules from time to time.
Any variation in the monthly administrative fees or transaction
fees will reflect differences in costs or services and will not
be unfairly discriminatory.

The Monthly Deductions are deducted from the Fixed Account and
each Fund Account in the proportion that the value of such
account bears to the sum of the Fixed Account Value and the Fund
Account Values. For the Fund Accounts, deductions are
accomplished by decreasing the number of Variable Accumulation
Units in the Fund Account. The Monthly Deductions are due on
the first day of each month.

TRANSACTION FEE FOR EXCESS TRANSFERS AND SURRENDERS

There will be a $25 transaction fee for each transfer between
funding options in excess of 12 during any Policy Year. The
Company reserves the right to waive this fee in some situations.
Upon surrender of a Certificate, or a partial surrender, a
transaction fee of $25 will be charged.

MORTALITY AND EXPENSE RISK CHARGE

For mortality and expense risks, a daily deduction, currently
equivalent to .45% per year is made from amounts held in the
Fund Accounts. This deduction may be changed by the Company
from time to time; but, it is guaranteed not to exceed .90% per
year.

The mortality risk the Company assumes is that the group of
lives insured under the Policies may, on average, live for
shorter periods of time than the Company estimated. The expense
risk the Company assumes is that its costs of issuing and
administer- ing Policies may be more than the Company estimated.

If these charges are insufficient to cover actual costs and
assumed risks, the loss will fall on the

32
<PAGE> 38
Company. Conversely, if the charge proves more than sufficient,
any excess will be added to the Company's surplus and may be
used for any proper purpose.

CERTIFICATE LOANS

If the Certificate is in force and has an accumulated Net Cash
Value, the Company will, upon application, make a loan to the
Owner of the Certificate using the Certificate's Cash Value as
security for the loan. The minimum loan amount is $250. A
Certificate loan requires that a loan agreement be executed and
that the Certificate be assigned to the Company.

The loan may be for any amount up to 90% of the Net Cash Value
at the time of the loan. Further, the Company will not make a
loan which would require that the Loan Account Value be greater
than 90% of the Cash Value. Interest will accrue on the Loan at
an annual rate of 8% and will be due on the Policy Anniversary
Date or upon surrender or upon termination of the Certificate.
Interest not paid within 30 days of coming due, will be added to
the Loan Balance as of the date on which it became due. Funds
equaling the change in the amount of the Loan Balance will,
from time to time as the Loan Balance changes, be transferred
from the Fund Accounts and the Fixed Account to the Loan
Account. If Certificate values are held in more than one
funding option, withdrawals from each funding option will be
made proportionately from the values in each funding option at
the time of the transfer, unless the Company is instructed
otherwise in writing at the Customer Service Center.

In the event of surrender, lapse, death of the Insured, or any
other event resulting in termination of the Certificate, the
Loan Account Value will revert to the Company in repayment of
the Current Outstanding Loan Balance. To the extent that the
Current Outstanding Loan Balance exceeds the Loan Account Value,
such excess will reduce the payment of any proceeds under the
Certificate or the Cash Value.

The Company will credit interest on the Loan Account Value at a
rate which will be not less than 6%.

33
<PAGE> 39
Upon repayment of all or any portion of a loan, and
corresponding reduction of the Loan Balance, funds in the Loan
Account in an amount equal to the amount of the loan repayment
will be transferred to the funding options according to current
Net Premium Payment allocations.

A Certificate loan, whether or not repaid, will affect the
proceeds payable upon the Insured's death and the Cash Value
because the investment results of the Fund Accounts or the Fixed
Account will apply only to the non-loaned portion of the Cash
Value. The longer a loan is outstanding, the greater the effect
is likely to be. Depending on the investment results of the
Fund Accounts or the Fixed Account while the loan is
outstanding, the effect could be favorable or unfavorable.

SURRENDERS,
LAPSE, AND
REINSTATEMENT

FULL SURRENDERS

A full surrender may be made at any time while the Certificate
is in force.The Company will pay the Net Cash Value (less the
transaction fee and any other amounts due the Company) next
computed after receiving the Owner's written request at the
Customer Service Center in a form satisfactory to the Company
along with the return of the Certificate. A transaction fee of
$25 is charged.

PARTIAL SURRENDERS

A partial surrender may be made at any time by written request
to the Customer Service Center while the Certificate is in
force. A $25 transaction fee is charged. The amount of a
partial surrender may not exceed 90% of the Net Cash Value at
the end of the Valuation Period in which the election would
become effective, and may not be less than $250.

A partial surrender will reduce the Cash Value and the Death
Benefit, but it will not reduce the Coverage Amount.

If, at the time of a partial surrender, the Net Cash Value is
attributable to more than one funding option, the $25
transaction charge and the amount

34
<PAGE> 40
paid upon the surrender will be taken proportion- ately from the
values in each funding option, unless the Certificate Owner and
the Company agree otherwise.

LAPSE OF A CERTIFICATE

A lapse occurs if a Monthly Deduction due under the Certificate
is greater than the Net Cash Value and no payment to cover the
Monthly Deduction is made within the Grace Period. The Company
will send the Owner a lapse notice at least 61 days before the
Grace Period expires.

REINSTATEMENT OF A LAPSED CERTIFICATE

If the Certificate lapses, the Owner can apply, in writing, for
reinstatement at any time prior to three years after the date of
lapse. The Coverage Amount of the reinstated Certificate will
be the same as the Coverage Amount of the Certificate at the
time of lapse. To reinstate a Certificate, the Company will
require evidence of good health acceptable to the Company (at
the Owner's expense) and an amount sufficient to pay for the
current Monthly Deduction plus one additional Monthly Deduction,
plus repayment of any Current Outstanding Loan Balance and any
interest accrued from the date of lapse.

Reinstatement will be effective on the date the Company approves
the reinstatement and will be subject to new contestability and
suicide periods.

TERMINATION,
CONTINUATION,AND
CONVERSION

POLICY TERMINATION

Either the Group Policyholder or the Company may terminate the
Policy upon 60 days prior notice to the other party. Upon
Policy termination, individual coverage will be affected as set
forth below.

TERMINATION OF INDIVIDUAL COVERAGE

35
<PAGE> 41
Coverage for an Insured under the Policy will terminate upon
lapse or surrender of the Insured's Certificate, or upon the
death of the Insured. Coverage for an Insured under the Policy
will also terminate upon termination of the Policy or upon loss
of eligibility of the Insured unless the Policy expressly
provides for continuation of the Insured's coverage.

Term insurance coverage for an insured dependent child will
terminate upon termination of the Certificate under which the
child is covered, or upon the loss of eligibility of the child,
or when the Certificate Owner terminates the child coverage, or
upon the Child electing to purchase group variable universal
life insurance under the Policy as provided for in the Policy,
or upon the death of the child.

CONTINUATION

The circumstances in which the Employees or spouses may continue
coverage after Policy termination or loss of eligibility will be
determined by the Group Policyholder in advance of the Policy
being issued. For loss of eligibility the following options are
available to the Group Policyholder. For Employees, the Group
Policyholder may select continuation upon retirement, leave of
absence, and termination of employment. For spouses, the Group
Policyholder may select continuation upon termination of the
Employee's employment, death of the Employee, and divorce of the
spouse and the Employee. For Employees on leave of absence, the
Group Policyholder may select continuation upon retirement,
return to active service, or termination of employment. Child
term coverage may continue if the Certificate upon which the
term coverage was elected continues.

For termination of the Policy, the Group Policyholder may elect
to allow continuation if the Insured Employee or spouse is not
eligible for coverage under a successor plan.

If continuation is not available to the Insured as described
above, and the Insured has a Net Cash Value of $250 or greater,
coverage under the Policy will continue for the Insured.

The monthly cost of insurance rates and the monthly
administrative fee and its components may change

36
<PAGE> 42
upon the Insured's continuation of coverage under the Policy.

CONVERSION

If the Insured's coverage terminates because the insured is no
longer a member of an Eligible Class under the Policy, and
continuation is not provided for under the Policy, the insured
may convert the amount of his insurance coverage which is
terminating. If the Insured's coverage terminates because of
Policy termination, and continuation is not provided for under
the Policy, and if the Insured has been covered under the Policy
for at least three years, the Insured may convert up to $10,000
of the life insurance coverage which is terminating.

Such conversions may be to any form of individual life insurance
coverage then offered by the Company except that the coverage
may not be term insurance and it may not contain disability or
other supplemental benefits. Evidence of good health acceptable
to the Company will not be required for such conversion. Such
conversions must be applied for within 31 days of termination of
coverage.

No conversion is available for lapsed or surrendered coverage or
for coverage which the Insured becomes eligible to replace or
continue under another Policy or a group life insurance policy
which replaces the Policy within 30 days.

ADDITIONAL
COVERAGE
RIDERS

Each of the following optional benefit riders is available for
Group Policyholder selection. Where indicated, the Employee
will be able to choose whether or not he wishes to purchase the
coverage provided by the rider. An additional cost of insurance
will be charged as a part of the Monthly Deduction for each
coverage rider which is in effect for the Certificate, except
for the Waiver of Cost of Life Insurance rider, the cost of
which will be included in the cost of life insurance if selected
by the employer.

ACCIDENTAL DEATH, DISMEMBERMENT AND INJURY

37
<PAGE> 43
The Group Policyholder may select one of three Accident Benefit
Riders which provide additional benefits in the event of death
or injury resulting from accident within 90 days of the
accident. If one of the three riders is selected by the Group
Policyholder, the Employee may elect or decline to be covered
for the benefit provided by the rider.

The first rider provides an additional death benefit equal to
the Coverage Amount.

The second rider provides, in addition to the benefit provided
by the first rider, additional benefits if the insured suffers,
as a result of accident, loss of a hand, loss of a foot, loss of
the sight in one eye, loss of the thumb and index finger of the
same hand, or any combination thereof.

The benefit for any covered loss under this rider is a
percentage of the Coverage Amount under the Policy.The benefit
for any covered loss under this rider is a percentage of the
Coverage Amount under the Policy. The maximum amount that will
be paid, in aggregate, for all losses under the rider, result-
ing from any one accident, is an amount equal to the Coverage
Amount.

The third rider provides, in addition to the benefits provided
under the second rider above, benefits if the insured suffers,
as a result of accident, loss of speech, loss of hearing, quad-
riplegia, paraplegia, or hemiplegia. The benefit for any covered
loss under this rider is a percentage of the Coverage Amount
under the Policy. The maximum amount that will be paid, in
aggregate, for all losses under this rider, resulting from any
one accident, is an amount equal to the Coverage Amount.

WAIVER OF COST OF LIFE INSURANCE

If elected by the Group Policyholder, all Certificate Owners
will be covered by this rider. Under this optional benefit
rider, if the Insured Employee becomes totally disabled before
age 60, the cost of life insurance coverage, the monthly
administrative fee for the Employee's Certificate, and the cost
of child term coverage provided under the Employee's Certificate
will be waived while the Employee remains continuously and
totally disabled following a waiting period of 6 to 12 months.
The waiting period will be agreed upon between the Group

38
<PAGE> 44
Policyholder and the Company before coverage under this Rider
becomes effective . While the specifically identified charges
are being waived under this rider, the Owner may continue to pay
premiums which will accumulate as Cash Value subject to the
terms and conditions of the Policy.

The Insured must submit proof of continuing Total Disability as
reasonably required by the Company. The Coverage Amount may not
be increased while the cost of insurance is being waived; and,
the cost of insurance for spouse coverage, retiree coverage and
any optional benefits or features is not waived under this
rider. Child coverage may not be added after the disability has
begun. Coverage under this rider terminates at age 65.

PAID-UP INSURANCE

If elected by the Group Policyholder, all Certificate Owners
will be covered by this rider.

Under this optional benefit rider, the Owner may use all or any
portion of his Net Cash Value to purchase a policy of Paid-Up
insurance in an amount not to exceed the Coverage Amount in
force for the Insured at the time of purchase. Such coverage is
provided under a separate policy but the premium for such
coverage shall be calculated by using the maximum cost of
insurance for the Policy and the minimum interest rate guarantee
for the Fixed Account. No evidence of good health will be
required for such coverage. The Coverage Amount of the Owner's
Certificate will be reduced by the amount of coverage purchased
under the Paid-Up policy.

ADVANCED PAYMENT BENEFIT

If elected by the Group Policyholder, this coverage is available
to be elected or declined by the Certificate Owner. This
coverage is available for insured employees, former employees,
spouses, former spouses, retirees and leave of absence
employees.

Under this rider, the Company will pay one of the three
following types of benefit.

The three types of benefit are:

1. Terminal Illness Benefit. The Company will pay up to 60% of
the Insured's Coverage Amount upon receipt of due proof,
acceptable to the Company,

39
<PAGE> 45
that the Insured has a terminal illness. Such proof
comprises a written diagnosis by two un- affiliated
physicians stating that the Insured has less than 12 months
to live, and supportive evidence satisfactory to the Company
including but not limited to radiological, histological, and
laboratory reports. Payment will be made in a lump sum.

2. Nursing Care and Custodial Care Facility Benefit. The
Company will pay up to 60% of the Insured's Coverage Amount
upon receipt of due proof, acceptable to the Company, that
the Insured:

- has an Impairment, as determined by the Company;

- is confined to a Nursing Care or Custodial Facility
(registered as a bed patient on a 24 hour basis) due to
the Impairment;

- provides the Company with written certifica- tion from
two unaffiliated Physicians that the Insured is expected
to remain in the Nursing Care or Custodial Care Facility
for the rest of his life; and,

- has satisfied the deductible waiting period.

The deductible waiting period is 90 consecutive days.
Payment may be made on a lump sum basis or on a periodic
basis at 2% per month until thirty monthly payments have
been made. Impairment is specifically defined in the rider
and generally means the Insured is totally disabled and
unable to function without human assistance or supervision.

3. Specified Disease Benefit. The Company will pay up to 60% of
the Insured's Coverage Amount upon receipt of due proof,
acceptable to the Company, that the Insured has a Specified
Disease. Specified Disease means life threatening cancer,
heart attack, renal failure, stroke, specified organ
transplant, or acquired immune deficiency syndrome. Such
diseases are further defined in the rider. Due proof
comprises a written diagnosis and prognosis by a licensed
physician certifying the existence of the disease, and
supportive evidence satisfactory to the Company including
but not limited to radiological,

40
<PAGE> 46
histological, or laboratory reports. Payment will be made
in a lump sum.

The Owner may make a claim for only one of the three benefits
described above.

Once a benefit has been paid under this rider for an Insured, no
further benefits will be paid for that Insured under this rider.
The Death Benefit for the Insured will be reduced by the amount
paid under this rider for the Insured.

SEAT BELT BENEFIT RIDER

Under this optional benefit rider, the Company will pay an
additional 10% of the Insured's Coverage Amount (up to a maximum
of $10,000) if the Insured dies as a result of an accident while
driving or riding in a private passenger car and properly
wearing his seat belt. Proper use of the seat belt must be
certified in the official accident report.

OTHER
POLICY
PROVISIONS

DEFERRAL OF PAYMENT

Payment of the surrendered amount from the Fund Accounts may be
postponed when the New York Stock Exchange is closed and for
such other periods as the Commission may require. Payment from
the Fixed Account may be deferred up to six months at the
Company's option. If the Company exercises its right to defer
such payments from the Fixed Account interest will be added as
required by law.

FIXED BENEFIT POLICY EXCHANGE

Where required by state law, the Owner may, within eighteen
months of the Certificate Effective Date, exchange his
Certificate for a Certificate of insurance under a group
flexible premium life insurance policy issued by the Company
("Exchange Policy"). The date of issue and the age at issue of
the Certificate under the Exchange Policy shall be the same as
for the Certificate under the Policy. Additional coverage and
riders elected by the Owner under the Policy will be provided on
the Exchange Policy to the extent available. Premium rates will
be those in effect under the Exchange Policy at the time of
exchange for the class of eligible persons

41
<PAGE> 47
into which the Insured falls. Cash Values will be equitably
adjusted under the Exchange Policy.

CERTIFICATE OWNER

While the Insured is living, all rights in this Certificate are
vested in the Certificate Owner named in the application, or as
subsequently changed, subject to assignment, if any.

If the Certificate Owner, other than the Insured, dies before
the Insured, the Certificate Owner's rights in this Certificate
belong to the Certificate Owner's estate.

BENEFICIARY

The Beneficiary(ies) shall be as named in the application, or as
subsequently changed.

The Certificate Owner may name a new Beneficiary while the
Insured is living. Any change must be in a written form
satisfactory to the Company and recorded at the Customer Service
Center. Once recorded, the change will be effective as of the
date signed; however, the change will not affect any payment
made or action taken by the Company before it was recorded.

If any Beneficiary predeceases the Insured, that Beneficiary's
interest passes to any surviving Beneficiary(ies), unless
otherwise provided.Multiple Beneficiaries will be paid in equal
shares, unless otherwise provided. If no designated Beneficiary
survives the Insured, or if no Beneficiary has been designated,
the death proceeds shall be paid to the first surviving class of
the Insured's spouse, the Insured's children, the Insured's
parents or the Insured's siblings. If no member of any of the
above classes survives the Insured, the proceeds will be paid to
the Insured's estate.

ASSIGNMENT

While the Insured is living, the Certificate Owner may assign
his rights in the Certificate. The assignment must be in
writing in a form acceptable to the Company, signed by the
Certificate Owner and recorded at the Customer Service Center.
No assignment will affect any payment made or action taken by
the Company before it was recorded. The Company is not
responsible for any assignment not

42
<PAGE> 48
submitted for recording, nor is the Company responsible for the
sufficiency or validity of any assignment. The assignment will
be subject to all terms and conditions of the Policy.

INCONTESTABILITY

Statements made by an Insured will not be used to contest the
validity of an Insured's initial coverage after the Certificate
has been in force during the Insured's lifetime for two years
from the Certifi- cate Effective Date. For any increase in
Coverage Amount, statements made by an Insured will not be used
to contest the validity of an increase in coverage after it has
been in force during the Insured's lifetime for two years from
its effective date of the increase.

MISSTATEMENT OF AGE

If the age of the Insured has been misstated, the affected
benefits will be adjusted to the amounts which the the most
recent cost of insurance deducted from the Cash Value would have
purchased at the correct age.

SUICIDE

If the Insured dies by suicide, while sane or insane, within two
years from the Certificate Effective Date, the Company will pay
no more than the sum of the premiums paid, less any partial
surrenders, less the sum of any loans plus accrued interest. If
the Insured dies by suicide, while sane or insane, within two
years from the date an application is accepted for an increase
in the Coverage Amount, the Company will pay no more than a
refund of the monthly charges for the cost of such additional
coverage.

STATE
VARIATIONS
Certain benefits and other policy terms may vary from state to
state due to the requirements of state law.

NONPARTICIPATING
POLICIES

43
<PAGE> 49
These are nonparticipating Policies on which no dividends are
payable. These Policies do not share in the profits or surplus
earnings of the Company.
DOLLAR COST
AVERAGING

Dollar Cost Averaging is a program which, if elected, enables a
Certificate Owner to systematically reallocate specified dollar
amounts from the CIGNA Variable Products Money Market Fund
Account to the other Fund Accounts and the Fixed Account at
regular intervals. By allocating an identified sum on a
regularly scheduled basis as opposed to reallocating the total
amount at one particular time, a Certificate Owner may be less
susceptible to the impact of market fluctuations.

Dollar Cost Averaging may be selected by establishing a CIGNA
Variable Products Money Market Fund Account Value of at least
$3,000. The minimum transfer amount is $250. All Dollar Cost
Averaging transfers will be made effective the first processing
day following the first of the month (or the next Valuation Day,
if later). Election of this arrangement may occur at any time
by properly completing the Dollar Cost Averaging election form,
returning it to the Company so it is received by the tenth of
the month, to be effective the following month, and ensuring
that sufficient value is in the CIGNA Variable Products Money
Market Fund Account.

Dollar Cost Averaging will terminate when any of the following
occurs: (1) the number of designated transfers has been
completed; (2) the CIGNA Variable Products Money Market Fund
Account Value is insufficient to complete the next transfer;(3)
the Owner requests termination in writing and such writing is
received by the tenth of the month in order to cancel the
transfer scheduled to take effect the following month; or (4)
the Certificate is lapsed, surrendered or otherwise terminated.

There is currently no charge for Dollar Cost Averaging; however,
Dollar Cost Averaging transfers are counted among the twelve
free transfers per Policy Year. The Company reserves the right
to charge for this program. In the event there are additional
transfers, a transfer fee will be charged. The Company does not
intend to profit from any such charge.

The main objective of Dollar Cost Averaging is to

44
<PAGE> 50
shield investments from short term price fluctuations. Since the
same dollar amount is transferred to a Fund Account with each
transfer, more Variable Accumulation Units are purchased if the
Variable Accumulation Unit Value is low, and fewer Variable
Accumulation Units are purchased if the Variable Accumulation
Unit Value is high. Therefore, a lower than average cost per
unit may be achieved over the long term. This plan of investing
allows investors to take advantage of market fluctuations but
does not assure a profit or protect against a loss in declining
markets.

TAX MATTERS

The following is a brief discussion of some of the federal tax
issues which may arise in regard to the Policy and Certificates.
This discussion is general in nature and is not intended as tax
advice. For specific advice on the effect of tax laws and rules
on the Policy and Certificates, the Owner should consult a
qualified tax adviser.

TAXATION OF POLICY BENEFITS IN GENERAL

Section 7702 of the Code provides that if certain tests are met,
a Policy will be treated as a life insurance contract for
federal tax purposes. The Company will monitor compliance with
these tests. The Policy should thus receive the same federal
income tax treatment as a fixed benefit life insurance contract.
As a result, increases in the Cash Value generally are not
taxable to the Owner until there has been a full or partial
surrender, lapse, or other pre-death distribution. Loan proceeds
generally are not taxed, and the death proceeds payable under a
Policy are excludable from gross income of the Beneficiary under
Section 101 of the Code.

Section 7702A of the Code defines modified endowment contracts
as those policies issued or materially changed on or after June
21, 1988 on which the total premiums paid during the first seven
years exceed the amount that would have been required to be paid
if the policy had provided for paid up benefits after seven
level annual premiums. The Code provides for taxation of
surrenders, partial surrenders, loans, collateral assignments
and other pre-death distributions from modified endowment
contracts in

45
<PAGE> 51

the same way annuities are taxed, i.e., they are taxable to the
extent the cash value of the policy exceeds, at the time of
distribution, the premiums paid into the policy. A 10% tax
penalty generally applies to the taxable portion of such
distributions unless the Policy Owner is over age 59 1/2 or
disabled.

In specific cases, the Certificates under the Policies offered
by this Prospectus may or may not be issued as modified
endowment contracts. Where the Certificates are not issued as
modified endowment contracts, the Company will monitor premiums
paid and will notify the Certificate Owner when the
Certificate's non-modified endowment contract status is in
jeopardy.

If a Policy is not a modified endowment contract, distributions
are generally treated first as a recovery of the premiums paid
into the Policy and second as a distribution of taxable income;
however, a cash distribution during the first 15 years after a
policy is issued which causes a reduction in death benefits may
still become fully or partially taxable to the Owner pursuant to
Section 7702(f)(7) of the Code. The Certificate Owner should
carefully consider this potential effect and seek further
information before initiating any changes in the terms of the
Certificate. Under certain conditions, a Certificate may become
a modified endowment contract as a result of a material change
or a reduction in benefits as defined by Section 7702A(c) of the
Code.

A total surrender or termination of the Certificate by lapse may
have adverse tax consequences. If the amount received by the
Certificate Owner plus total Certificate indebtedness exceeds
the premiums paid into the Certificate, the excess will
generally be treated as taxable income, regardless of whether or
not the Certificate is a modified endowment contract.

Deductibility of interest that is incurred on any loan under a
policy covering the life of any individual who is an officer or
employee of, or who is financially interested in, the business
carried on by the Owner, may be strictly limited. Any deduction
for interest on loans under such policies may also be subject to
certain other restrictions set forth in Section 264 of the Code.
Before taking a Policy Loan, the Owner should consult a tax

46
<PAGE> 52

adviser as to the tax consequences of such a Loan.

If the Owner of a Policy is a corporation, Code Sections 56(c)
(1) and (g) (4) (B) may subject a portion of any increases in
the Cash Value, the receipt by the Owner of death benefits, and
related distributions to the alternative minimum tax (AMT) which
is imposed by Section 55 of the Code. If the Owner is subject to
the alternative minimum tax (AMT) in any taxable year, then the
Owner will be subject to special tax rules with respect to such
events. These provisions require an annual accounting under AMT
rules for each Policy.

DIVERSIFICATION REQUIREMENTS

In addition to meeting the tests required under Section 7702
and Section 7702A, Section 817(h) of the Code requires that the
investments of separate accounts such as the Separate Account be
adequately diversified. Regulations issued by the Secretary of
the Treasury set the standards for measuring the adequacy of
this diversification. Subject to certain limited relief
provisions, a variable life insurance policy that is based to
any extent on a separate account that is not adequately
diversified under these regulations would not be treated as life
insurance under Section 7702 of the Code. To be adequately
diversified, each Fund Account of the Separate Account must meet
certain tests. The Company believes the Separate Account
investments meet the applicable diversification standards.

In 1986, the Treasury Department indicated that guidelines might
be issued under which a variable life insurance policy would not
be treated as a life insurance contract for tax purposes if the
owner of the policy had an excessive degree of control over the
investments underlying the policy (e.g., by being able to
transfer values among sub-accounts). No such guidelines have as
yet been issued, and it is not expected that any such guidelines
would adversely affect the Policies.

Should the Secretary of the Treasury issue additional rules or
regulations limiting the number of funds, transfers between
funds, exchanges of funds or changes in investment objectives of
funds such that the Policy would no longer qualify as life
insurance under Section 7702 of the Code, the Company will take
whatever steps are available to allow the Policies to continue
to qualify as life insurance under Section 7702.

TAXATION OF THE COMPANY

The Company is taxed as a life insurance company under the Code.
Since the Separate Account is not a separate entity from the
Company and its operations form a part of the Company, it will
not be taxed separately as a "regulated investment company"
under Sub-chapter M of the Code. Investment income and realized
capital gains on the assets of the Separate Account are
reinvested and taken into account in determining the value of
Variable Accumulation Units.

The Company does not initially expect to incur any Federal
income tax liability that would be chargeable to the Separate
Account. Based upon these expectations, no charge is currently
being made against the Separate Account for federal income
taxes. If, however, the Company determines that on a separate
company basis such taxes may be incurred, it reserves the right
to assess a charge for such taxes against the Separate Account.

The Company may also incur state and local taxes in addition to
premium taxes in several states. At present, these taxes are not
significant. If they increase, however, additional charges for
such taxes may be made.

SECTION 848 CHARGES

The current 3.0% premium load is assessed to cover state taxes
and federal income tax liabilities incurred by the Company.
This load is made up of 2.50% for state taxes and 0.50% for the
additional

47
<PAGE> 53
federal income tax burden under Section 848 of the Code relating
to the tax treatment of deferred acquisition costs. The 0.50%
charge for federal income tax liabilities is reasonable in
relation to the Company's increased taxes under this Section of
the Code. The premium load may be changed from time to time by
the Company, but it may be no greater than 5.0%.

OTHER CONSIDERATIONS

Federal estate and state and local estate, inheritance and other
tax consequences of ownership or receipt of Certificate proceeds
depend on the circumstances of each Certificate Owner or
Beneficiary. The Owner should consult a professional tax adviser
to determine the tax consequences of purchasing or making
transactions under the Policy.

The foregoing discussion is general and is not intended as tax
advice. Counsel and other competent advisers should be
consulted for more complete information. This discussion is
based on the Company's understanding of Federal income tax laws
as they are currently interpreted by the Internal Revenue
Service. No representation is made as to the likelihood of
continuation of these current laws and interpretations.

OTHER MATTERS

VOTING RIGHTS

In accordance with its view of presently applicable law, the
Company will vote the shares of each Fund held in the Separate
Account at meetings of the shareholders of the particular Fund
in accordance with written instructions received from
Certificate Owners having Variable Accumulation Units of the
Fund. The Company will vote shares for which it has not
received instructions, as well as shares attributable to it, in
the same proportion as it votes shares for which it has received
instructions. The Funds do not hold regular meetings of
shareholders.

If, however, the Act or any regulation thereunder is amended or
if the present interpretation thereof should change, and as a
result the Company determines that it is permitted to vote the
Fund shares in its own right, it may elect to do so. The number
of votes which a Certificate Owner has the right to instruct
will be calculated separately for each Fund. This number will
be determined by calculating the proportion of the Certificate
Owner's Cash Value in the Fund Account to the amount of the
Separate Account's investment in the Related Fund and
multiplying that proportion by the number of votes the Separate
Account has in the Fund. In determining the number of votes,
fractional shares

48
<PAGE> 54
will be recognized. The number of votes that a Certificate
Owner has the right to instruct will be determined as of the
date coincident with the date established by the Fund for
determining shareholders eligible to vote at the meeting of the
Fund, but not more than 60 days before the meeting of the Fund.
Voting instructions will be solicited by written communication
at least 14 days prior to such meeting of the Fund. Each
Certificate Owner having a voting interest in the Fund will
receive appropriate proxy materials and reports.

The Company will vote the Fund shares as to which no timely
instructions are received in proportion to the voting
instructions from others with an interest in the particular Fund
Account. Voting instructions to abstain on any item to be voted
upon will be applied to reduce the votes eligible to be cast by
the Company.

The Company may, if required by State insurance regulatory
authorities, disregard voting instructions if the instructions
require that the shares be voted so as to cause a change in the
sub-classification or investment objectives of the Fund or to
approve or disapprove an investment advisory contract for a
Fund.

A change would be disapproved only if the proposed change is
contrary to state law or prohibited by state regulatory
authorities or the Company determines that the change would have
an adverse effect on the Separate Account in that the proposed
investment policy for a Fund may result in overly speculative or
unsound investments. In the event the Company does disregard
voting instructions, a summary of that action and the reasons
for such action will be included in the next annual report to
Certificate Owners.

The Funds' shares are issued and redeemed only in connection
with qualified plans, and variable annuity contracts and
variable life insurance policies issued through separate
accounts of the Company and other life insurance companies. The
Funds do not foresee any disadvantage to Certificate Owners
arising out of the fact that shares may be made available to
separate accounts which are used in connection with both
variable annuity and variable life insurance products.
Nevertheless, the Funds' Boards intend to monitor events in
order to identify any material irreconcilable conflicts which

49
<PAGE> 55
may possibly arise and to determine what action, if any, should
be taken in response thereto. If such a conflict were to occur,
one of the separate accounts might withdraw its investment in a
Fund. This might force a Fund to sell portfolio securities at
disadvantageous prices.

DIRECTORS AND OFFICERS OF THE COMPANY

The following persons are Directors and officers of the Company.
The address of each is 900 Cottage Grove Road, Hartford, CT
06152 and each has been employed by the Company for more than
five years except Mr. Jones, Mr.Alexander and Dr. Schaffer.
Prior to April, 1994, Mr. Jones was employed by NAC RE
Corporation. Prior to December 1994, Mr. Alexander was employed
by E.I. DuPont De Nemour as Director, Human Resources. Prior to
May 1993, Dr.Schaffer was Vice President, Professional Affairs,
Aetna Health Plans, Aetna Life & Casualty and until 1990 was
Vice President, Quality Management, Humana, Inc.

<TABLE>
<CAPTION>
POSITIONS AND OFFICES
NAME WITH THE COMPANY
---- ----------------
<S> <C>
Thomas C. Jones President
(Principal Executive Officer)

James T. Kohan Vice President and Actuary
(Principal Financial Officer)

Robert Moose Vice President
(Principal Accounting
Officer)

David C. Kopp Corporate Secretary

Andrew G. Helming Secretary

Stephen C. Stachelek Vice President and Treasurer

Harold W. Albert Director

S. Tyrone Alexander Director and Senior Vice
President

Martin A. Brennan Director and Senior Vice
President

Robert W. Burgess Director
</TABLE>

50
<PAGE> 56

<TABLE>
<S> <C>
John G. Day Director and Chief Counsel

John Wilkinson Director, Senior Vice
President and Chief Financial
Officer

Joseph M. Fitzgerald Director and Senior Vice
President

H. Edward Hanway Director and Chairman of the
Board

Arthur C. Reeds, III Director and Senior Vice
President

Patricia L. Rowland Director and Senior Vice
President

W. Allen Director and Senior Vice
Schaffer, M.D. President
</TABLE>

DISTRIBUTION OF POLICIES

The Policies will be sold by licensed insurance agents in those
states where the Policies may lawfully be sold. Such agents
will be registered representatives of broker-dealers registered
under the Securities Exchange Act of 1934 who are members of the
National Association of Securities Dealers, Inc. (NASD). The
Policies will be distributed by the Company's principal
underwriter, CIGNA Financial Advisors, Inc. ("CFA"), whose
address is the same as the Company's. CFA is a Connecticut
corporation organized in 1967, and is the principal underwriter
for the Company's other registered separate accounts.

Gross first year commissions paid by the Company, including
expense reimbursement allowances, on the sale of these Policies
are not more than 20% of premium payments. Gross renewal
commissions paid by the Company will not exceed 15% of premium
payments.

OTHER CONTRACTS ISSUED BY THE COMPANY

The Company does presently and will, from time to time, offer
other variable annuity contracts and variable life insurance
policies with benefits which vary in accordance with the
investment experience of a separate account of the Company.

51
<PAGE> 57
RIGHT TO TAKE ACTIONS REGARDING THE SEPARATE ACCOUNT

The Company reserves the right to take certain actions in
connection with Separate Account operations. These actions will
be taken in accordance with applicable laws (including obtaining
any required regulatory approvals). Specifically, the Company
reserves the right to:

- add, combine, or remove any Fund ,
- create new separate accounts,
- combine the Separate Account with one or more other separate
accounts,
- operate the Separate Account as a management investment
company under the Act or in any other form permitted by law,
- deregister the Separate Account under the Act,

- manage the Separate Account under the direction of a
committee or discharge such committee at any time,
- transfer any assets in any Fund Account to another Fund
Account, or to one or more separate accounts or to the
Company's general account, and
- to take any actions necessary to comply with, or to obtain
and continue any exemptions from, the Act.

STATE REGULATION

The Company is subject to the laws of Connecticut governing
insurance companies and to regulation by the Connecticut
Insurance Department. An annual statement in a prescribed form
is filed with the Insurance Department each year covering the
operation of the Company for the preceding year and its
financial condition as of the end of such year. Regulation by
the Insurance Department includes periodic examination to
determine the Company's contract liabilities and reserves so
that the Insurance Department may certify the items are correct.
The Company's books and accounts are subject to review by the
Insurance Department at all times and a full examination of its
operations is conducted periodically by the National Association
of Insurance Commissioners. Such regulation does not, however,
involve any supervision of management or investment practices or
policies. A blanket bond for $10 million covers all of the
officers and employees of the Company.

52
<PAGE> 58
REPORTS TO CERTIFICATE OWNERS

The Company maintains Policy records and will mail to each
Certificate Owner, at the last known address of record, an
annual statement showing the amount of the current Death
Benefit, the Cash Value, and Net Cash Value, premiums paid and
monthly charges deducted since the last report, the amounts
invested in the Fixed Account, in each Fund Account, and any
Loan Account Value.

Certificate Owners will also be sent annual reports containing
financial statements for the Separate Account as required by the
1940 Act. In addition, Certificate Owners will receive periodic
statements of significant transactions, such as changes in
Coverage Amount, changes in net premium payment allocation,
transfers among Fund Accounts, premium payments, loans, loan
repayments, reinstatement and termination.

ADVERTISING

The Company is rated by independent financial rating services,
including Moody's, Standard & Poor's, Duff & Phelps and A.M.
Best Company. The purpose of these ratings is to reflect the
financial strength or claims-paying ability of the Company. The
ratings are not intended to reflect the investment experience or
financial strength of the Separate Account. The Company may
advertise these ratings from time to time. Furthermore, the
Company may occasionally include in advertisements comparisons
of currently taxable and tax deferred investment programs, based
on selected tax brackets, or discussions of alternative
investment vehicles and general economic conditions.

LEGAL PROCEEDINGS

There are no material legal or administrative proceedings
pending or known to be contemplated, other than ordinary routine
litigation incidental to the business, to which the Company and
the Separate Account are party, or to which any of their
property is subject. The principal underwriter, CFA, is not
engaged in any material litigation of any nature.

EXPERTS

Actuarial opinions regarding Deferred Acquisition Cost Tax (DAC
Tax) referred to in this Registration

53
<PAGE> 59
Statement have been rendered by Benjamin Clement, FSA, MAAA as
stated in the opinion filed as an Exhibit to the Registration
Statement given on the authority of Mr. Clement as an expert in
actuarial matters. Legal matters involving the federal
securities laws have been reviewed by Jorden, Burt, Berenson &
Johnson, Washington, D.C.

Legal matters in connection with the Policies described herein
are being passed upon by Jerold H. Rosenblum, Esq., Chief
Counsel, CIGNA Group Insurance, 1601 Chestnut Street,
Philadelphia, PA19102 in the opinion filed as an Exhibit to the
Registration Statement given on his authority as an expert in
these matters.

The consolidated financial statements of Connecticut General
Life Insurance Company as of December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995
included in this Prospectus have been so included in reliance on
the report of Price Waterhouse LLP, independent accountants,
given on the authority of said firm as experts in auditing and
accounting.

REGISTRATION STATEMENT

A Registration Statement has been filed with the Securities and
Exchange Commission under the Securities Act of 1933, as
amended, with respect to the Policies offered hereby. This
Prospectus does not contain all the information set forth in the
Registration Statement and amendments thereto and exhibits filed
as a part thereof, to all of which reference is hereby made for
further information concerning the Separate Account, the
Company, and the Policies offered hereby. Statements contained
in this Prospectus as to the content of Policies and other legal
instruments are summaries. For a complete statement of the
terms thereof, reference is made to such instruments as filed.

FINANCIAL STATEMENTS

There follow consolidated balance sheets of the Company and its
subsidiaries as of December 31, 1995 and 1994 and related
consolidated statements of income and retained earnings and cash
flows for the years ended December 31, 1995, 1994, and 1993.

The most current financial statements of the Company are those
as of the end of the most recent fiscal year. The Company does
not prepare financial statements more often than annually and
believes that any incremental benefit to prospective Certificate
Owners that may result from preparing and delivering more
current financial statements,

54
<PAGE> 60

though unaudited, does not justify the additional cost that
would be incurred. In addition, the Company represents that
there have been no adverse changes in the financial condition or
operations of the Company between the end of 1995 and the date
of this Prospectus.

These financial statements should be considered only as bearing
upon the ability of the Company to meet its obligations under
the Policies. No financial statements of the Separate Account
are included, because as of the date of this Prospectus the
Separate Account had not yet commenced operations.

55
<PAGE> 61

CONNECTICUT GENERAL LIFE

INSURANCE COMPANY

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995

<PAGE> 62

REPORT OF INDEPENDENT ACCOUNTANTS

February 13, 1996

The Board of Directors and Shareholders of
Connecticut General Life Insurance Company

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income and retained earnings and of cash flows
present fairly, in all material respects, the financial position of Connecticut
General Life Insurance Company and its subsidiaries at December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995, in conformity with generally
accepted accounting principles. 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 of these statements in accordance with generally accepted auditing
standards which 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, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

57
<PAGE> 63

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(In millions)
- ------------------------------------------------------------------------------------------------

For the year ended December 31, 1995 1994 1993
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES
Premiums and fees $ 4,998 $ 4,960 $ 4,704
Net investment income 3,138 2,805 2,742
Realized investment gains (losses) (7) 27 (65)
Other revenues 9 8 15
------- ------- -------
Total revenues 8,138 7,800 7,396
------- ------- -------

BENEFITS, LOSSES AND EXPENSES
Benefits, losses and settlement expenses 5,892 5,574 5,215
Policy acquisition expenses 127 89 84
Other operating expenses 1,358 1,363 1,351
------- ------- -------
Total benefits, losses and expenses 7,377 7,026 6,650
------- ------- -------

INCOME BEFORE INCOME TAXES 761 774 746
------- ------- -------
Income taxes (benefits):
Current 301 220 433
Deferred (44) 45 (197)
------- ------- -------
Total taxes 257 265 236
------- ------- -------

NET INCOME 504 509 510

Dividends declared (252) (300) (190)

Retained earnings, beginning of year 2,968 2,759 2,439
------- ------- -------

RETAINED EARNINGS, END OF YEAR $ 3,220 $ 2,968 $ 2,759
- -------------------------------------------------------=========================================
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

<PAGE> 64

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(In millions)
- -------------------------------------------------------------------------------------------------------------

As of December 31, 1995 1994
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale, at fair value (amortized cost, $20,031; $8,571) $ 22,046 $ 8,324
Held to maturity, at amortized cost (fair value, $10,075) - 10,061
Mortgage loans 10,218 8,975
Equity securities, at fair value (cost, $54; $109) 66 119
Policy loans 6,925 5,237
Real estate 1,158 1,442
Other long-term investments 193 128
Short-term investments 254 143
--------- ---------
Total investments 40,860 34,429
Cash and cash equivalents - 80
Accrued investment income 626 578
Premiums and accounts receivable 991 911
Reinsurance recoverables 1,258 2,533
Deferred policy acquisition costs 689 700
Property and equipment, net 319 346
Current income taxes 21 119
Deferred income taxes, net 403 661
Goodwill 503 518
Other assets 149 135
Separate account assets 18,177 14,498
- -------------------------------------------------------------------------------------------------------------
Total $ 63,996 $ 55,508
- -----------------------------------------------------------------------------------==========================

LIABILITIES
Contractholder deposit funds $ 29,762 $ 26,696
Future policy benefits 8,547 7,875
Unpaid claims and claim expenses 1,151 1,096
Unearned premiums 95 84
--------- ---------
Total insurance and contractholder liabilities 39,555 35,751
Accounts payable, accrued expenses
and other liabilities 1,872 1,632
Separate account liabilities 18,075 14,427
- -------------------------------------------------------------------------------------------------------------
Total liabilities 59,502 51,810
- -------------------------------------------------------------------------------------------------------------

CONTINGENCIES - NOTE 11

SHAREHOLDER'S EQUITY
Common stock (6 shares outstanding) 30 30
Additional paid-in capital 766 764
Net unrealized appreciation (depreciation) on investments 476 (66)
Net translation of foreign currencies 2 2
Retained earnings 3,220 2,968
- -------------------------------------------------------------------------------------------------------------
Total shareholder's equity 4,494 3,698
- -------------------------------------------------------------------------------------------------------------
Total $ 63,996 $ 55,508
- -----------------------------------------------------------------------------------==========================
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

<PAGE> 65

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
(In millions)
- ---------------------------------------------------------------------------------------------------------------------

For the year ended December 31, 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 504 $ 509 $ 510
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Insurance liabilities (90) (249) 251
Reinsurance recoverables 1,201 282 (392)
Premiums and accounts receivable 32 (188) 85
Deferred income taxes, net (44) 45 (197)
Other assets (14) 68 54
Accounts payable, accrued expenses,
other liabilities and current income taxes 212 (192) 5
Other, net 22 (24) (82)
------- ------- -------
Net cash provided by operating activities 1,823 251 234
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from investments sold:
Fixed maturities--available for sale 1,070 1,389 -
Fixed maturities--held to maturity - 12 599
Mortgage loans 383 496 1,004
Equity securities 119 41 41
Real Estate 299 242 78
Other (primarily short-term investments) 2,268 1,005 3,762
Investment maturities and repayments:
Fixed maturities--available for sale 478 686 -
Fixed maturities--held to maturity 1,756 1,764 3,167
Mortgage loans 420 194 202
Investments purchased:
Fixed maturities--available for sale (3,054) (2,390) -
Fixed maturities--held to maturity (1,385) (1,788) (5,128)
Mortgage loans (1,908) (882) (823)
Equity securities (20) (12) (112)
Policy loans (2,129) (1,614) (1,561)
Other (primarily short-term investments) (2,334) (1,093) (3,587)
Other, net (119) (129) (48)
------- ------- -------
Net cash used in investing activities (4,156) (2,079) (2,406)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Deposits and interest credited to contractholder
deposit funds 7,489 6,388 7,537
Withdrawals and benefit payments from contractholder deposit funds (4,985) (4,216) (5,166)
Dividends paid to Parent (252) (300) (190)
Other, net 1 36 (30)
------- ------- -------
Net cash provided by financing activities 2,253 1,908 2,151
- ---------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (80) 80 (21)
Cash and cash equivalents, beginning of year 80 - 21
- ---------------------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year $ - $ 80 $ -
- ----------------------------------------------------------------------------=========================================

Supplemental Disclosure of Cash Information:
Income taxes paid, net of refunds $ 211 $ 411 $ 352
Interest paid $ 7 $ 5 $ 5
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

The Notes to Financial Statements are an integral part of these statements.

<PAGE> 66

CONNECTICUT GENERAL LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Connecticut General Life Insurance Company and its subsidiaries (the
Company) provide insurance and related financial services throughout the United
States and in many locations worldwide. Principal products and services
include group life and health insurance, individual life insurance and annuity
products, and retirement and investment products and services.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A) BASIS OF PRESENTATION: The consolidated financial statements
include the accounts of the Company and all significant subsidiaries. The
Company is a wholly-owned subsidiary of Connecticut General Corporation, which
is an indirect wholly-owned subsidiary of CIGNA Corporation (CIGNA). These
consolidated financial statements have been prepared in conformity with
generally accepted accounting principles, and reflect management's estimates
and assumptions, such as those regarding medical costs and interest rates, that
affect the recorded amounts. Significant estimates used in determining
insurance and contractholder liabilities, related reinsurance recoverables, and
valuation allowances for investment assets are discussed throughout the Notes
to the Financial Statements. Certain reclassifications have been made to prior
years' amounts to conform with the 1995 presentation.

B) RECENT ACCOUNTING PRONOUNCEMENTS: In 1993, the Company
implemented Statement of Financial Accounting Standards (SFAS) No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." SFAS No.
115 requires that debt and equity securities be classified into different
categories and carried at fair value if they are not classified as held to
maturity. During the fourth quarter of 1995, the Financial Accounting
Standards Board (FASB) issued a guide to implementation of SFAS No. 115, which
permits a one-time opportunity to reclassify securities subject to SFAS No.
115. Consequently, the Company reclassified all held-to-maturity securities to
available-for-sale as of December 31, 1995. The non-cash reclassification of
these securities, which had an aggregate amortized cost of $9.2 billion and
fair value of $10.1 billion, resulted in an increase of approximately $396
million, net of policyholder-related amounts and deferred income taxes, in net
unrealized appreciation included in Shareholders' Equity as of December 31,
1995.

In 1993, the Financial Accounting Standards Board (FASB) issued SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan," which provides
guidance on the accounting and disclosure for impaired loans. In 1994, the
FASB issued SFAS No. 118, "Accounting by Creditors for Impairment of a Loan -
Income Recognition and Disclosures," which eliminates the income recognition
requirements of SFAS No. 114. The Company adopted SFAS Nos. 114 and 118 in the
first quarter of 1995, which resulted in a $6 million increase in net income.

In 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." SFAS No.
121 requires write-down to fair value when long-lived assets to be held and
used are impaired. Long-lived assets to be disposed of, including real estate
held for sale, must be carried at the lower of cost or fair value less costs to
sell. Depreciation of assets to be disposed of is prohibited. The Company
will adopt this standard in the first quarter of 1996. The effect on the
Company's results of operations, liquidity and financial condition is not
expected to be material.

C) FINANCIAL INSTRUMENTS: In the normal course of business, the
Company enters into transactions involving various types of financial
instruments, including investments such as fixed maturities and equity
securities and off-balance-sheet financial instruments such as investment and
loan commitments and financial guarantees. These instruments have credit risk
and also may be subject to risk of loss due to interest rate and market
fluctuations. The Company evaluates and monitors each financial instrument
individually and, where appropriate, uses certain derivative instruments or
obtains collateral or other forms of security to minimize risk of loss.

See Note 12 for additional information on the fair value of financial
instruments.

<PAGE> 67

D) INVESTMENTS: Investments in fixed maturities include bonds,
asset-backed securities, including collateralized mortgage obligations (CMOs),
and redeemable preferred stocks. Fixed maturities classified as held to
maturity are carried at amortized cost, net of impairments, and those
classified as available for sale are carried at fair value, with unrealized
appreciation or depreciation included in Shareholder's Equity. Fixed
maturities are considered impaired and written down to fair value when a
decline in value is considered to be other than temporary.

Mortgage loans are carried principally at unpaid principal balances,
net of valuation reserves. Mortgage loans are considered impaired when it is
probable that the Company will be unable to collect all amounts according to
the contractual terms of the loan agreement. If impaired, a valuation reserve
is utilized when a decline in the fair value of the underlying collateral is
below the carrying value.

Fixed maturities and mortgage loans that are delinquent or
restructured to modify basic financial terms, typically to reduce the interest
rate and, in certain cases, extend the term, are placed on non-accrual status,
and thereafter interest income is recognized only when payment is received.

Real estate investments are either held for the production of income
or held for sale. Real estate investments held for the production of income
are carried at depreciated cost less valuation reserves when a decline in value
is other than temporary. Depreciation is generally calculated using the
straight-line method based on the estimated useful lives of the assets. Real
estate investments held for sale are generally those which are acquired through
the foreclosure of mortgage loans. These assets are valued at their fair
value at the time of foreclosure. The fair value is established as the new
cost basis and the asset acquired is reclassified from mortgage loans to real
estate held for sale. Subsequent to foreclosure, these investments are carried
at the lower of depreciated cost or current fair value less estimated costs to
sell. Adjustments to the carrying value as a result of changes in fair value
subsequent to foreclosure are recorded as valuation reserves and reported in
realized investment gains and losses. The Company considers several methods
in determining fair value for real estate acquired through foreclosure, with
greater emphasis placed on the use of discounted cash flow analyses and, in
some cases, the use of third-party appraisals. Assets held for sale are
depreciated using the straight-line method based on the estimated useful lives
of the assets.

Equity securities, which include common and non-redeemable preferred
stocks, are carried at fair value. Short-term investments are carried at fair
value, which approximates cost. Equity securities and short-term investments
are classified as available for sale.

Policy loans are generally carried at unpaid principal balances.

Realized investment gains and losses result from sales, investment
asset write-downs and changes in valuation reserves, after deducting amounts
attributable to experience-rated pension policyholders' contracts and
participating life policies ("policyholder share"). Generally, realized
investment gains and losses are based upon specific identification of the
investment assets.

Unrealized investment gains and losses, after deducting
policyholder-related amounts and net of deferred income taxes, if applicable,
for investments carried at fair value are included in Shareholder's Equity.

See Note 3(F) for a discussion of the Company's accounting policies for
derivative financial instruments.

E) CASH AND CASH EQUIVALENTS: Short-term investments with a maturity
of three months or less at the time of purchase are reported as cash
equivalents.

F) REINSURANCE RECOVERABLES: Reinsurance recoverables are estimates
of amounts to be received from reinsurers, including amounts under reinsurance
agreements with affiliated companies. Allowances are established for amounts
deemed uncollectible.

G) DEFERRED POLICY ACQUISITION COSTS: Acquisition costs consist of
commissions, premium taxes and other costs, which vary with, and are primarily
related to, the production of revenues. Group life and a portion of group
health insurance business acquisition costs are deferred and amortized over the
terms of the insurance policies. Acquisition costs related to universal life
products and contractholder deposit funds are deferred and amortized in
proportion to total estimated gross profits over the expected life of the
contracts. Acquisition costs related to annuity and other life insurance
businesses are deferred and amortized, generally in proportion to the ratio of
annual revenue to the estimated total revenues over the contract periods.

Deferred acquisition costs are reviewed to determine if they are
recoverable from future income, including investment income. If such costs are
estimated to be unrecoverable, they are expensed. If such costs are estimated
to be unrecoverable or are accelerated as a result of treating unrealized
investment gains and losses as though they had been realized, a deferred
acquisition cost valuation allowance may be established or adjusted, with a
comparable offset in net unrealized appreciation (depreciation).

H) PROPERTY AND EQUIPMENT: Property and equipment are carried at
cost less accumulated depreciation. When applicable, cost includes interest
and real estate taxes incurred during construction and other
construction-related costs. Depreciation is calculated principally on the
straight-line method based on the estimated useful lives of the assets.
Accumulated depreciation was $387 million and $333 million at December 31, 1995
and 1994, respectively.

<PAGE> 68

I) OTHER ASSETS: Other Assets consists of various insurance-related
assets, principally ceded unearned premiums, reinsurance deposits and other
amounts due from affiliated companies.

J) GOODWILL: Goodwill represents the excess of the cost of
businesses acquired over the fair value of their net assets. These costs are
amortized on systematic bases over periods, not exceeding 40 years, that
correspond with the benefits estimated to be derived from the acquisitions.
The Company evaluates the carrying amount of goodwill by analyzing historical
and estimated future income and undiscounted estimated cash flows of the
related businesses. Goodwill is written down when impaired. Amortization
periods are revised if it is estimated that the remaining period of benefit of
the goodwill has changed. Accumulated amortization was $84 million and $70
million at December 31, 1995 and 1994, respectively.

K) SEPARATE ACCOUNTS: Separate account assets and liabilities are
principally carried at market value, with less than 5% carried at amortized
cost, and represent policyholder funds maintained in accounts having specific
investment objectives. The investment income, gains and losses of these
accounts generally accrue to the policyholders and, therefore, are not included
in the Company's net income.

L) CONTRACTHOLDER DEPOSIT FUNDS: Contractholder Deposit Funds are
liabilities for investment-related and universal life products which were $19.8
billion and $10.0 billion, respectively, as of December 31, 1995, compared with
$18.6 billion and $8.1 billion, respectively, as of December 31, 1994. These
liabilities consist of deposits received from customers and investment earnings
on their fund balances, less administrative charges and, for universal life
fund balances, mortality charges.

M) FUTURE POLICY BENEFITS: Future policy benefits are liabilities
for life, health and annuity products. Such liabilities are established in
amounts adequate to meet the estimated future obligations of policies in force.
These liabilities are computed using premium assumptions for group annuity
policies and the net level premium method for individual life and annuity
policies, and are based upon estimates as to future investment yield, mortality
and withdrawals that include provisions for adverse deviation. Future policy
benefits for individual life insurance and annuity policies are computed using
interest rates ranging from 2% to 11%, generally graded down after 10 to 30
years. Mortality, morbidity, and withdrawal assumptions are based on either
the Company's own experience or various actuarial tables.

N) UNPAID CLAIMS AND CLAIM EXPENSES: Liabilities for unpaid claims
and claim expenses are estimates of payments to be made on insurance claims for
reported losses and estimates of losses incurred but not reported.

O) UNEARNED PREMIUMS: Premiums for group life, and accident and
health insurance are reported as earned on a pro rata basis over the contract
period. The unexpired portion of these premiums is recorded as Unearned
Premiums.

P) OTHER LIABILITIES: Other Liabilities consists principally of
postretirement and postemployment benefits and various insurance- related
liabilities, including amounts related to reinsurance contracts. Also included
in Other Liabilities are liabilities for guaranty fund assessments that can be
reasonably estimated.

Q) TRANSLATION OF FOREIGN CURRENCIES: Foreign operations primarily
utilize the local currencies as their functional currencies, and assets and
liabilities are translated at the rates of exchange as of the balance sheet
date. The translation gain or loss on such functional currencies, net of
applicable taxes, is generally reflected in Shareholder's Equity. Revenues and
expenses are translated at the average rates of exchange prevailing during the
year.

R) PREMIUM AND FEES, REVENUES AND RELATED EXPENSES: Premiums for
group life and accident and health insurance are recognized as revenue on a pro
rata basis over their contract periods. Premiums for individual life and
health insurance as well as individual and group annuity products, excluding
universal life and investment-related products, are recognized as revenue when
due. Benefits, losses and expenses are matched with premiums.

Revenues for universal life products consist of net investment income
and mortality, administration and surrender fees assessed against the fund
values during the period. Benefit expenses for universal life products consist
of benefit claims in excess of fund values and interest credited to fund
values. Revenues for investment-related products consist of net investment
income and contract charges assessed against the fund values during the period.
Benefit expenses for investment-related products primarily consist of interest
credited to the fund values after deduction for investment and risk fees.

S) PARTICIPATING BUSINESS: Certain life insurance policies contain
dividend payment provisions that enable the policyholder to participate in the
earnings of the Company's business. The participating insurance in force
accounted for 7.0% of total insurance in force at December 31, 1995, compared
with 5.2% at December 31, 1994 and 3.6% at December 31, 1993.

<PAGE> 69

T) INCOME TAXES: The Company and its domestic subsidiaries are
included in the consolidated United States federal income tax return filed by
CIGNA. In accordance with a tax sharing agreement with CIGNA, the provision
for federal income tax is computed as if the Company were filing a separate
federal income tax return, except that benefits arising from tax credits and
net operating and capital losses are allocated to those subsidiaries producing
such attributes to the extent they are utilized in CIGNA's consolidated federal
income tax provision.

Deferred income taxes are generally recognized when assets and
liabilities have different values for financial statement and tax reporting
purposes. See Note 6 for additional information.

NOTE 3 - INVESTMENTS

A) FIXED MATURITIES: Fixed maturities are net of cumulative
write-downs of $103 million and $78 million, including policyholder share, as
of December 31, 1995 and 1994, respectively.

As of December 31, 1995, all fixed maturities are classified as
available for sale and are carried at fair value. See Note 2(B) for additional
information. The amortized cost and fair value by contractual maturity
periods for available-for-sale fixed maturities (carried at fair value),
including policyholder share, as of December 31, 1995 were as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Value
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Due in one year or less $ 944 $ 980
Due after one year through five years 5,260 5,566
Due after five years through ten years 4,936 5,404
Due after ten years 3,401 4,276
Asset-backed securities 5,490 5,820
- ------------------------------------------------------------------------------------------------------------
Total $ 20,031 $ 22,046
- -------------------------------------------------------------------=========================================
</TABLE>

Actual maturities could differ from contractual maturities because
issuers may have the right to call or prepay obligations with or without call
or prepayment penalties. Also, the Company may extend maturities in some
cases.

Gross unrealized appreciation (depreciation) for fixed maturities,
including policyholder share, by type of issuer was as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
December 31, 1995
- ------------------------------------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Appreciation Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for Sale (Carried at Fair Value)
Federal government bonds $ 497 $ 300 $ - $ 797
State and local government bonds 161 24 (1) 184
Foreign government bonds 131 9 (1) 139
Corporate securities 13,752 1,427 (73) 15,106
Asset-backed securities 5,490 371 (41) 5,820
- ------------------------------------------------------------------------------------------------------------------------
Total $ 20,031 $ 2,131 $ (116) $ 22,046
- -----------------------------------------------------------=============================================================
</TABLE>

<PAGE> 70

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
December 31, 1994
- -------------------------------------------------------------------------------------------------------------------
Amortized Fair
(In millions) Cost Appreciation Depreciation Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Available for Sale (Carried at Fair Value)
Federal government bonds $ 393 $ 35 $ (13) $ 415
State and local government bonds 48 - (4) 44
Foreign government bonds 135 1 (6) 130
Corporate securities 5,042 84 (244) 4,882
Asset-backed securities 2,953 98 (198) 2,853
- -------------------------------------------------------------------------------------------------------------------
Total $ 8,571 $ 218 $(465) $ 8,324
- ---------------------------------------------------------==========================================================

Held to Maturity (Carried at Amortized Cost)

State and local government bonds $ 61 $ 4 $ (1) $ 64
Foreign government bonds 49 1 (1) 49
Corporate securities 8,088 293 (232) 8,149
Asset-backed securities 1,863 46 (96) 1,813
- -------------------------------------------------------------------------------------------------------------------
Total $ 10,061 $ 344 $(330) $10,075
- ---------------------------------------------------------==========================================================
</TABLE>

Asset-backed securities include investments in CMOs as of December
31, 1995 of $2.1 billion carried at fair value (amortized cost, $2.0 billion).
As of December 31, 1994, investments in CMOs consisted of $1.5 billion carried
at fair value (amortized cost, $1.6 billion), and $150 million carried at
amortized cost (fair value, $160 million). Certain of these securities are
backed by Aaa/AAA-rated government agencies. All other CMO securities have
high quality standards through use of credit enhancement provided by
subordinated securities or mortgage insurance from an Aaa/AAA-rated insurance
company. CMO holdings are concentrated in securities with limited prepayment,
extension and default risk, such as planned amortization class bonds. The
Company's investments in interest-only and principal-only CMOs, which are also
subject to interest rate risk resulting from accelerated prepayments,
represented approximately 2% and 6% of total CMO investments at December 31,
1995 and 1994, respectively.

At December 31, 1995, contractual fixed maturity investment
commitments approximated $229 million. The majority of investment commitments
are for the purchase of investment grade fixed maturities, bearing interest at
a fixed market rate, and require no collateral. These commitments are
diversified by issuer and maturity date, and it is estimated that the full
amount will be disbursed in 1996, with the majority occurring within the first
three months.

B) SHORT-TERM INVESTMENTS AND CASH EQUIVALENTS: Short-term
investments and cash equivalents, in the aggregate, included debt securities,
principally corporate securities of $259 million and $323 million and federal
government securities of $70 million and $7 million at December 31, 1995 and
1994, respectively, and foreign government securities of $1 million at December
31, 1994.

C) MORTGAGE LOANS AND REAL ESTATE: The Company's mortgage loans and
real estate investments are diversified by property type and location and, for
mortgage loans, by borrower. Mortgage loans are collateralized by the related
properties and generally approximate 80% of the property's value at the time
the original loan is made.

At December 31, the carrying values of mortgage loans and real
estate investments, including policyholder share, were as follows:

Valuation reserves for mortgage loans, including policyholder share,
were $82 million and $115 million as of December 31, 1995 and 1994,
respectively. Valuation reserves and cumulative write-downs related to real
estate, including policyholder share, were $310 million and $309 million as of
December 31, 1995 and 1994, respectively.

<PAGE> 71

During 1995, 1994 and 1993, non-cash investing activities included
real estate acquired through foreclosure of mortgage loans, which totaled $144
million, $127 million and $458 million, respectively.

At December 31, mortgage loans and real estate investments comprised
the following property types and geographic regions:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
(In millions) 1995 1994
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Property type:
Office buildings $ 4,493 $ 4,092
Retail facilities 4,327 3,867
Hotels 711 819
Apartment buildings 1,246 997
Other 599 642
- ------------------------------------------------------------------------------------------------
Total $ 11,376 $ 10,417
- -------------------------------------------------------=========================================
Geographic region:
Central $ 4,032 $ 3,664
Pacific 2,580 2,558
Middle Atlantic 1,951 1,652
South Atlantic 1,647 1,585
New England 1,166 958
- ------------------------------------------------------------------------------------------------
Total $ 11,376 $ 10,417
- -------------------------------------------------------=========================================
</TABLE>

At December 31, 1995, scheduled mortgage loan maturities were as
follows: 1996 - $1.1 billion; 1997 - $1 billion; 1998 - $750 million; 1999 -
$1.3 billion; 2000 - $1.6 billion; and $4.5 billion thereafter. Actual
maturities could differ from contractual maturities because borrowers may have
the right to prepay obligations with or without prepayment penalties, and loans
may be refinanced. During 1995 and 1994, the Company refinanced approximately
$379 million and $600 million, respectively, of its mortgage loans relating to
borrowers that were unable to obtain alternative financing.

At December 31, 1995, the Company's total investment in impaired
mortgage loans was $838 million, including $447 million, before valuation
reserves totaling $82 million, and $391 million, which had no valuation
reserves. During 1995, valuation reserves for mortgage loans, including
policyholder share, decreased from $127 million as of December 31, 1994 to $82
million as of December 31, 1995. The net decrease for the year reflects: (1)
$27 million of mortgage loan reserves transferred to foreclosed real estate,
(2) $33 million of charge- offs, and (3) a $15 million net increase in
valuation reserves.

During 1995, the average total investment in impaired mortgage
loans, before valuation reserves, was approximately $935 million, and interest
income recorded and cash received on these loans was approximately $71 million.

At December 31, 1995, contractual commitments to extend credit under
commercial mortgage loan agreements amounted to approximately $580 million, all
of which were at a fixed market rate of interest. These commitments expire
within three months, and are diversified by property type and geographic
region.

D) NET UNREALIZED APPRECIATION (DEPRECIATION) OF INVESTMENTS:
Unrealized appreciation (depreciation) for investments carried at fair value as
of December 31 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
(In millions) 1995 1994
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Unrealized appreciation:
Fixed maturities $ 2,131 $ 218
Equity securities 23 22
-------- --------
2,154 240
-------- --------
Unrealized depreciation:
Fixed maturities (116) (465)
Equity securities (11) (12)
-------- --------
(127) (477)
-------- --------

Less policyholder-related amounts 1,279 (141)
-------- ---------
Shareholder net unrealized appreciation (depreciation) 748 (96)
Less deferred income taxes (benefits) 272 (30)
- ----------------------------------------------------------------------------------------------------------------
Net unrealized appreciation (depreciation) $ 476 $ (66)
- ---------------------------------------------------------------------===========================================
</TABLE>

<PAGE> 72

Net unrealized appreciation (depreciation) for investments carried
at fair value is included as a separate component of Shareholders' Equity, net
of policyholder-related amounts and deferred income taxes. The net unrealized
appreciation (depreciation) for these investments, primarily fixed maturities,
during 1995, 1994 and 1993 was $542 million, ($494) million and $423 million,
respectively.

During 1995, 1994 and 1993, the net unrealized appreciation
(depreciation) for fixed maturities that were carried at amortized cost in the
financial statements was ($14) million, ($1.2) billion and $129 million,
respectively.

E) NON-INCOME PRODUCING INVESTMENTS: At December 31, the carrying
values of investments that were non-income producing during the preceding 12
months, including policyholder share, were as follows:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
(In millions) 1995 1994
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Fixed maturities $ 75 $ 71
Mortgage loans 17 81
Real estate 234 280
- ----------------------------------------------------------------------------------------------
Total $ 326 $ 432
- --------------------------------------------------------======================================
</TABLE>

F) DERIVATIVE FINANCIAL INSTRUMENTS: The Company's investment
strategy is to manage the characteristics of investment assets, such as
liquidity, currency, yield and duration, to reflect the underlying
characteristics of the related insurance and contractholder liabilities, which
vary among the Company's principal product lines. In connection with this
investment strategy, the Company uses derivative instruments through hedging
applications to manage market risk.

Generally, the Company uses interest rate swap contracts to create,
when combined with cash flows from variable rate bonds, fixed rate cash flows
that meet its portfolio investment strategy. Currency swaps are used to match
the currency of individual investments to that of the associated liabilities.
Interest rate futures are used to temporarily hedge against changes in market
values of bonds and mortgage loans to be purchased or sold, and stock index
futures may be used to hedge the temporary cash position of equity accounts.
Interest rate futures also are used to hedge interest rate risk associated with
withdrawals by contractholders over a scheduled time period.

Cash requirements arise as a result of the Company's derivative
activities. Under interest rate swaps, the Company agrees with other parties
to exchange, at specified intervals, the difference between fixed rate and
variable rate interest amounts calculated by reference to an agreed-upon
notional principal amount. Under futures contracts, initial margin
requirements are settled with cash or other instruments and changes in the
contract values are settled in cash daily with the exchange on which the
instrument is traded. Under currency swaps, the parties generally exchange a
principal amount in the two relevant currencies, agreeing to re-exchange
principal amounts at a specified future date using an agreed-upon exchange
rate, and agreeing to periodically exchange amounts equal to interest payments
using the agreed-upon exchange rate.

Because the Company's use of derivatives is limited to hedging
applications, changes in the market value of the derivatives are substantially
offset by changes in the market value of the hedged assets or underlying
liabilities, minimizing market risk. The Company routinely monitors, by
individual counterparty, exposure to credit risk associated with swap
contracts. Futures contracts are exchange- traded and, therefore, credit risk
is limited since the exchange assumes the obligations. The Company manages
legal risks by following industry standardized documentation procedures, by
monitoring legal developments and, consistent with its credit exposure
policies, by limiting risks associated with counterparty failure by
diversifying the swaps portfolio among approved dealers of high credit quality.

Changes in the market value of futures contracts that qualify for
hedge accounting are deferred and recorded as adjustments to the carrying value
of the related bond or mortgage loan. Deferred gains and losses are amortized
into net investment income over the life of the investments purchased or
recognized in full as realized investment gains and losses in the event that
the investment or futures contract is sold prior to maturity. Futures
contracts totaled $22 million and $142 million as of December 31, 1995 and
1994, respectively, and were accounted for as hedges. At December 31, 1995,
gains and losses on futures contracts deferred in anticipation of investment
purchases were $4 million and $1 million, respectively. At December 31, 1994,
gains and losses on futures contracts deferred in anticipation of investment
purchases were $1 million and $3 million, respectively.

Net interest received or paid on an interest rate swap contract is
recognized currently as an adjustment to net investment income. The fair value
of interest rate swap contracts is reported as an adjustment to the fair value
of the related investment. Underlying notional principal amounts associated
with interest rate swap contracts outstanding were $508 million and $596
million at December 31, 1995 and 1994, respectively.

<PAGE> 73

The interest payment cash flows received in U.S. dollars from
currency swaps related to foreign currency denominated investment securities
(primarily Canadian dollars, pound sterling, Swiss francs and Japanese yen) are
recognized as net investment income when received. The fair value of currency
swaps is reported as an adjustment to the fair value of the related investment.
Underlying principal amounts associated with currency swap contracts
outstanding were $335 million and $325 million at December 31, 1995 and 1994,
respectively.

As of December 31, 1995 and 1994, respectively, the Company's
variable rate investments consisted of approximately $1.4 billion and $810
million of fixed maturities, respectively. As of December 31, 1995 and 1994,
the Company's fixed rate investments consisted of $20.6 billion and $17.6
billion, respectively, of fixed maturities and $10 billion and $9 billion,
respectively, of mortgage loans. As a result of recognizing amortization of
deferred market value changes in futures contracts, net investment income on
bonds and mortgage loans was increased by $10 million and $1 million,
respectively, for the year ended December 31, 1995 and by $7 million and $1
million, respectively, for the year ended December 31, 1994. In addition, the
increase in net investment income for bonds resulting from interest rate swap
contracts was $3 million, $12 million and $19 million for 1995, 1994 and 1993,
respectively.

G) OTHER: As of December 31, 1995 and 1994, the Company had no
concentration of investments in a single investee exceeding 10% of
Shareholder's Equity.

NOTE 4 - INVESTMENT INCOME AND GAINS AND LOSSES

A) NET INVESTMENT INCOME: The components of net investment income,
including policyholder share, for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(In millions) 1995 1994 1993
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Fixed maturities $ 1,669 $ 1,596 $ 1,547
Mortgage loans 866 776 892
Equity securities 15 20 16
Policy loans 499 365 253
Real estate 301 291 238
Other long-term investments 33 23 20
Short-term investments 40 8 18
------- ------- -------
3,423 3,079 2,984
Less investment expenses 285 274 242
- -----------------------------------------------------------------------------------------------
Net investment income $ 3,138 $ 2,805 $ 2,742
- ------------------------------------------------------=========================================
</TABLE>

Net investment income attributable to policyholder contracts, which
is included in the Company's revenues and is primarily offset by amounts
included in Benefits, Losses and Settlement Expenses, was approximately $1.8
billion, $1.5 billion and $1.6 billion for 1995, 1994 and 1993, respectively.
Net investment income for separate accounts, which is not reflected in the
Company's revenues, was $885 million, $693 million and $604 million for
December 31, 1995, 1994 and 1993, respectively.

As of December 31, 1995, fixed maturities and mortgage loans on
non-accrual status, including policyholder share, were $149 million and $523
million, including restructured investments of $105 million and $447 million,
respectively. Amounts on non-accrual status as of December 31, 1994 were $272
million of fixed maturities and $743 million of mortgage loans, including
restructurings of $148 million and $543 million, respectively. If interest on
these investments had been recognized in accordance with their original terms,
net income would have been increased by $12 million, $14 million and $17
million in 1995, 1994 and 1993, respectively.

<PAGE> 74

B) REALIZED INVESTMENT GAINS AND LOSSES: Realized gains and losses
on investments, excluding policyholder share, for the year ended December 31
were as follows:

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
(In millions) 1995 1994 1993
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Realized investment gains (losses):
Fixed maturities $ (10) $ 4 $ 28
Mortgage loans (5) - (5)
Equity securities 5 2 (5)
Real estate 4 15 (66)
Other (1) 6 (17)
-------- ------- -------
(7) 27 (65)
Income tax (benefits) expenses (2) 12 (16)
- -----------------------------------------------------------------------------------------------
Net realized investment gains (losses) $ (5) $ 15 $ (49)
- ------------------------------------------------------=========================================
</TABLE>

Impairments in the value of investments, net of recoveries, that are
included in realized investment gains and losses were $27 million, $33 million
and $55 million in 1995, 1994 and 1993, respectively.

Realized investment gains (losses) for separate accounts, which are
not reflected in the Company's revenues, were $412 million, ($51) million and
$612 million for the years ended December 31, 1995, 1994 and 1993,
respectively. Realized investment (losses) attributable to policyholder
contracts, which also are not reflected in the Company's revenues, were ($6)
million and ($5) million for the years ended December 31, 1995 and 1993,
respectively. Realized investment gains (losses) attributable to policyholder
contracts were zero for the year ended December 31, 1994.

Sale of available-for-sale fixed maturities and equity securities,
including policyholder share, for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
(In millions) 1995 1994
- ------------------------------------------------------------------------------
<S> <C> <C>
Proceeds from sales $ 1,667 $ 2,116
Gross gains on sales $ 78 $ 73
Gross losses on sales $ (53) $ (70)
- ------------------------------------------------------------------------------
</TABLE>

Prior to the SFAS No. 115 reclassification described in Note 2(B),
$171 million of fixed maturities classified as held-to-maturity, including
policyholder share, were transferred to the available-for-sale category in 1995
resulting in the recognition in Shareholder's Equity of unrealized depreciation
of $15 million, net of policyholder-related amounts and deferred income taxes.
During 1994, the Company sold $14 million of held-to-maturity fixed maturities,
including policyholder share, resulting in gross proceeds of $12 million and a
pre-tax realized loss of $2 million. In addition, in 1994 $82 million of fixed
maturities classified as held-to-maturity, including policyholder share, were
transferred to the available-for-sale category at fair value, which was not
significantly different from the carrying value. The sales of fixed maturities
classified as held-to-maturity and the transfer of such securities to the
available-for-sale category were the result of significant credit deterioration
of the issuers of the affected investments.

Prior to adoption of SFAS No. 115, proceeds from voluntary sales of
investments in fixed maturities, including policyholder share, were $599
million in 1993. Such sales resulted in gross realized gains and gross
realized (losses), including policyholder share, of $36 million and ($3)
million, respectively. These amounts exclude the effects of sales of fixed
maturities that, prior to the implementation of SFAS No. 115, were classified
as short-term investments.

NOTE 5 - SHAREHOLDER'S EQUITY AND DIVIDEND RESTRICTIONS

The Connecticut Insurance Department (the Department) recognizes as
net income and surplus (shareholder's equity) those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the
Department, which differ in certain respects from generally accepted accounting
principles. As of December 31, 1994, there were no permitted accounting
practices utilized by the Company that were materially different from those
prescribed by the Department.

Capital stock of the Company at December 31, 1995 and 1994 consisted
of 5,978,322 shares of common stock authorized, issued and outstanding (par
value $5.00).

The Company's statutory net income was $390 million, $428 million
and $397 million for 1995, 1994 and 1993, respectively. Statutory surplus was
$2.1 billion and $2.0 billion at December 31, 1995 and 1994, respectively. The
Connecticut Insurance Holding Company Act limits the amount of annual dividends
or other distributions available to shareholders of Connecticut insurance
companies without prior approval of the Insurance Commissioner. Under

<PAGE> 75

current law, the maximum dividend distribution that may be made by the Company
during 1996 without prior approval is $432 million. The amount of restricted
net assets as of December 31, 1995 was approximately $4.1 billion.

NOTE 6 - INCOME TAXES

The Company's net deferred tax asset of $403 million and $661
million as of December 31, 1995 and 1994, respectively, reflects management's
belief that the Company's taxable income in future years will be sufficient to
realize the net deferred tax asset based on the Company's earnings history and
its future expectations. In determining the adequacy of future taxable income,
management considered the future reversal of its existing taxable temporary
differences and available tax planning strategies that could be implemented, if
necessary.

In accordance with the Life Insurance Company Income Tax Act of
1959, a portion of the Company's statutory income was not subject to current
income taxation but was accumulated in an account designated Policyholders'
Surplus Account. Under the Tax Reform Act of 1984, no further additions may be
made to the Policyholders' Surplus Account for tax years ending after December
31, 1983. The balance in the account of approximately $450 million at December
31, 1995 would result in a tax liability of $158 million, only if distributed
to the shareholders or if the account balance exceeded a prescribed maximum.
No income taxes have been provided on this amount because, in management's
opinion, the likelihood that these conditions will be met is remote.

CIGNA's federal income tax returns are routinely audited by the
Internal Revenue Service (IRS), and provisions are made in CIGNA's financial
statements in anticipation of the results of these audits. In management's
opinion, adequate tax liabilities have been established for all years.

The tax effect of temporary differences which give rise to deferred
income tax assets and liabilities as of December 31 were as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
(In millions) 1995 1994
- ---------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Insurance and contractholder liabilities $ 324 $ 337
Employee and retiree benefit plans 176 175
Investments, net 225 220
Unrealized depreciation on investments - 30
Other 72 71
---- ----
Total deferred tax assets 797 833
---- ----
Deferred tax liabilities:
Policy acquisition expenses 25 60
Depreciation 97 102
Unrealized appreciation on investments 272 -
Other - 10
---- ----
Total deferred tax liabilities 394 172
- ---------------------------------------------------------------------------
Deferred income taxes, net $ 403 $ 661
- ------------------------------------------------------=====================
</TABLE>

Total income tax expense was less than the amount computed using the
nominal federal income tax rate of 35% for the following reasons:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax expense at nominal rate $ 266 $ 271 $ 261
Tax-exempt interest income (6) (7) (6)
Dividends received deduction (7) (3) (4)
Amortization of goodwill 4 4 5
Resolved federal tax audit issues - (2) (3)
Increase in deferred tax asset for tax rate change - - (13)
Other, net - 2 (4)
- --------------------------------------------------------------------------------------------------
Total income tax expense $ 257 $ 265 $ 236
- ------------------------------------------------------------======================================
</TABLE>

<PAGE> 76

Temporary and other differences which resulted in the deferred tax
expense (benefit) for the year ended December 31 were as follows:

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
(In millions) 1995 1994 1993
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Insurance and contractholder liabilities $ 13 $ 93 $ (80)
Policy acquisition expenses (35) (8) (39)
Investments, net (21) (19) (36)
Employee and retiree benefit plans (1) (9) (16)
Realized investment (gains) losses 16 (20) (24)
Other (16) 8 (2)
- --------------------------------------------------------------------------------------------
Deferred taxes (benefits) $ (44) $ 45 $(197)
- ------------------------------------------------------======================================
</TABLE>

NOTE 7 - PENSION AND OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS PLANS

A) PENSION PLANS: The Company provides retirement benefits to
eligible employees and agents. These benefits are provided through a plan
sponsored by CIGNA covering most domestic employees (the Plan) and by several
separate pension plans for various subsidiaries, agents and foreign employees.

The Plan is a non-contributory, defined benefit, trusteed plan
available to eligible domestic employees. Benefits are based on employees'
years of service and compensation during the highest three or, if service
commenced after December 31, 1988, five consecutive years of employment, offset
by a portion of the Social Security benefit for which they are eligible. CIGNA
funds at least the minimum amount required by the Employee Retirement Income
Security Act of 1974. Allocated pension cost for the Company was $23 million,
$31 million and $27 million in 1995, 1994 and 1993, respectively.

The Plan, and several separate pension plans for various
subsidiaries and agents, had deposits with the Company totalling approximately
$2.0 billion and $1.7 billion at December 31, 1995 and 1994, respectively.

B) OTHER POSTRETIREMENT BENEFITS PLANS: In addition to providing
pension benefits, the Company provides certain health care and life insurance
benefits to retired employees, spouses and other eligible dependents through
various plans sponsored by CIGNA. A substantial portion of the Company's
employees may become eligible for these benefits upon retirement. CIGNA's
contributions for health care benefits depend upon a retiree's date of
retirement, age, years of service and other cost-sharing features, such as
deductibles and coinsurance. Under the terms of the benefit plans, benefit
provisions and cost-sharing features can be adjusted. In general, retiree
health care benefits are not funded by CIGNA, but are paid as covered expenses
are incurred. Retiree life insurance benefits are paid from plan assets or as
covered expenses are incurred.

An employer's postretirement benefit liability is primarily measured
by determining the present value of the projected future costs of health
benefits based on an estimate of health care cost trend rates. Expense for
postretirement benefits other than pensions allocated to the Company totalled
$20 million for 1995, $28 million for 1994 and $15 million for 1993. The other
postretirement benefit liability included in Accounts Payable, Accrued Expenses
and Other Liabilities as of December 31, 1995 and 1994 was $427 million and
$422 million, including net intercompany payables of $28 million and $29
million, respectively, for services provided by affiliates' employees.

C) OTHER POSTEMPLOYMENT BENEFITS: The Company provides certain
salary continuation (severance and disability), health care and life insurance
benefits to inactive and former employees, spouses and other eligible
dependents through various employee benefit plans sponsored by CIGNA.

Although severance benefits accumulate with additional service, the
Company recognizes severance expense when severance is probable and the costs
can be reasonably estimated. Postemployment benefits other than severance
generally do not vest or accumulate; therefore, the estimated cost of benefits
is accrued when determined to be probable and estimable, generally upon
disability or termination. See Note 8 for additional information regarding
severance accrued as part of cost reduction initiatives.

D) CAPITAL ACCUMULATION PLANS: CIGNA sponsors various capital
accumulation plans in which employee contributions on a pre-tax basis (401(k))
are supplemented by CIGNA matching contributions. Contributions are invested,
at the election of the employee, in one or more of the following investments:
CIGNA common stock fund, several non-CIGNA stock and bond portfolios and a
fixed-income fund. The Company's expense for such plans totaled $14 million
for 1995 and 1994 and $13 million for 1993.

<PAGE> 77

NOTE 8 - SEGMENT INFORMATION

The Company operates principally in three segments: Employee Life
and Health Benefits, Employee Retirement and Savings Benefits, and Individual
Financial Services. Other Operations consists principally of the results of
the Company's settlement annuity business.

Summarized financial information with respect to the business
segments for the year ended and as of December 31 was as follows:

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
(in millions) 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------
REVENUES
<S> <C> <C> <C>
Employee Life and Health Benefits $ 4,243 $ 4,194 $ 3,811
Employee Retirement and Savings Benefits 1,914 1,887 2,044
Individual Financial Services 1,800 1,546 1,351
Other Operations 181 173 190
- ---------------------------------------------------------------------------------------------------------
Total $ 8,138 $ 7,800 $ 7,396
- ---------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES

Employee Life and Health Benefits $ 294 $ 323 $ 378
Employee Retirement and Savings Benefits 232 258 172
Individual Financial Services 252 237 198
Other Operations (17) (44) (2)
- ---------------------------------------------------------------------------------------------------------
Total $ 761 $ 774 $ 746
- ---------------------------------------------------------------------------------------------------------

IDENTIFIABLE ASSETS

Employee Life and Health Benefits $ 7,629 $ 7,197 $ 7,307
Employee Retirement and Savings Benefits 37,609 33,588 34,068
Individual Financial Services 16,189 12,612 9,824
Other Operations 2,569 2,111 2,283
- ---------------------------------------------------------------------------------------------------------
Total $ 63,996 $ 55,508 $ 53,482
- ---------------------------------------------------------------------------------------------------------
</TABLE>

During 1995, the Company recorded a $13 million pre-tax charge,
included in Other Operating Expenses, for cost reduction initiatives in the
Employee Life and Health Benefits segment. The charge consisted primarily of
severance-related expenses representing costs associated with nonvoluntary
employee terminations covering approximately 1,100 employees. The cash outlays
associated with the restructuring initiatives began in the third quarter of
1995 and will continue through 1997, with most of the cash outlays expected to
occur in 1996. During 1995, $3 million of severance was paid to 500 terminated
employees. During 1993, the Company implemented cost reduction initiatives in
the Employee Life and Health Benefits segment to reduce operating expenses.
Results for 1993 reflected a pre-tax charge of $8 million for the estimated
costs of these cost reduction actions. The Company has funded, and will
continue to fund, these costs through liquid assets, and such funding will not
have a material adverse effect on its liquidity.

<PAGE> 78

NOTE 9 - LEASES AND RENTALS

Rental expenses for operating leases, principally with respect to
buildings, amounted to $60 million, $62 million and $66 million in 1995, 1994
and 1993, respectively.

As of December 31, 1995, future net minimum rental payments under
non-cancelable operating leases were $92 million, payable as follows: 1996 -
$37 million; 1997 - $24 million; 1998 - $13 million; 1999 - $9 million; 2000 -
$4 million; and $5 million thereafter.

NOTE 10 - REINSURANCE

In the normal course of business, the Company enters into
agreements, primarily relating to short-duration contracts, to assume and cede
reinsurance with other insurance companies. Reinsurance is ceded primarily to
limit losses from large exposures and to permit recovery of a portion of direct
losses, although ceded reinsurance does not relieve the originating insurer of
liability. The Company evaluates the financial condition of its reinsurers and
monitors concentrations of credit risk arising from similar geographic regions,
activities, or economic characteristic of its reinsurers.

Failure of reinsurers to indemnify the Company, as a result of
reinsurer insolvencies and disputes, could result in losses. As of December
31, 1995 and 1994 there were no allowances for uncollectible amounts. While
future charges for unrecoverable reinsurance may materially affect results of
operations in future periods, such amounts are not expected to have a material
adverse effect on the Company's liquidity or financial condition.

The effects of reinsurance on net earned premiums and fees for the year ended
December 31 were as follows:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
(In millions) 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SHORT-DURATION CONTRACTS
Premiums and Fees:
Direct $ 3,374 $ 3,419 $ 2,666
Assumed 818 716 1,248
Ceded (391) (291) (329)
- -------------------------------------------------------------------------------------------------------------
Net earned premiums and fees $ 3,801 $ 3,844 $ 3,585
- ---------------------------------------------------------------------------==================================

LONG-DURATION CONTRACTS
Premiums and Fees:
Direct $ 1,189 $ 1,068 $ 1,023
Assumed 127 126 166
Ceded (119) (78) (70)
- -------------------------------------------------------------------------------------------------------------
Net earned premiums and fees $ 1,197 $ 1,116 $ 1,119
- ---------------------------------------------------------------------------==================================
</TABLE>

The effects of reinsurance on written premiums and fees for
short-duration contracts were not materially different from the amounts shown
above. Benefits, Losses and Settlement Expenses for 1995, 1994 and 1993 were
net of reinsurance recoveries of $574 million, $415 million and $603 million,
respectively.

NOTE 11 - CONTINGENCIES

A) FINANCIAL GUARANTEES: The Company is contingently liable for
financial guarantees provided in the ordinary course of business on the
repayment of principal and interest on certain industrial revenue bonds. The
contractual amounts of financial guarantees reflect the Company's maximum
exposure to credit loss in the event of nonperformance. To limit the Company's
exposure in the event of default of any guaranteed obligation, various programs
are in place to ascertain the creditworthiness of guaranteed parties, to
monitor this status on a periodic basis and to reduce risk through security
arrangements.

<PAGE> 79

The industrial revenue bonds guaranteed directly by the Company have
remaining maturities of up to 20 years. The guarantees provide for payment of
debt service only as it becomes due; consequently, an event of default would
not cause an acceleration of scheduled principal and interest payments. The
principal amount of the bonds guaranteed by the Company at December 31, 1995
and 1994 was $266 million and $296 million, respectively. Revenues in
connection with industrial revenue bond guarantees are derived principally from
equity participations in the related projects and are included in Net
Investment Income as earned. Loss reserves for financial guarantees are
established when a default has occurred or when the Company believes that a
loss has been incurred. During 1994, losses for industrial revenue bonds were
$1 million. There were no such losses in 1995 and 1993.

The Company also guarantees a minimum level of benefits for certain
separate account contracts and, in the event that separate account assets are
insufficient to fund minimum policy benefits, the Company is obligated to fund
the difference. As of December 31, 1995 and 1994, the amount of minimum
benefit guarantees for separate account contracts was $5.1 billion and $4.8
billion, respectively. Reserves in addition to the separate account
liabilities are established when the Company believes a payment will be
required under one of these guarantees. As of December 31, 1994, reserves of $6
million were recorded. No such reserves were required as of December 31, 1995.
Guarantee fees are part of the overall management fee charged to separate
accounts and are recognized in income as earned.

Although the ultimate outcome of any loss contingencies arising from
the Company's financial guarantees may adversely affect results of operations
in future periods, they are not expected to have a material adverse effect on
the Company's liquidity or financial condition.

B) REGULATORY AND INDUSTRY DEVELOPMENTS: The Company's businesses
are subject to a changing social, economic, legal, legislative and regulatory
environment that could affect them. Some of the changes include initiatives
to: reform the federal tax system; restrict insurance pricing and the
application of underwriting standards; reform health care; and expand
regulation. Some of the more significant issues are discussed below.

Legislation is expected to be considered by Congress that is likely
to limit, and eventually substantially eliminate, the tax deductibility of
policy loan interest for corporate-owned life insurance. The outcome of such
legislation is uncertain and, although it could have a material adverse effect
on results of operations for the Individual Financial Services segment, it is
not expected to be material to the Company's consolidated results of
operations, liquidity or financial condition.

The Company expects proposals for federal and state legislation
seeking some health care insurance reforms. Due to uncertainties associated
with the timing and content of any health care legislation, the effect on the
Company's future results of operations, liquidity or financial condition cannot
be reasonably estimated at this time.

In recent years, the number of insurance companies that are impaired
or insolvent has increased. This is expected to result in an increase in
mandatory assessments by state guaranty funds of, or voluntary payments by,
solvent insurance companies to cover losses to policyholders of insolvent or
rehabilitated companies. Mandatory assessments, which are subject to statutory
limits, can be partially recovered through a reduction in future premium taxes
in some states. The Company recorded pre-tax charges of $17 million, $12
million and $10 million for 1995, 1994 and 1993, respectively, for guaranty
fund assessments that can be reasonably estimated before giving effect to
future premium tax recoveries. Although future assessments and payments may
adversely affect results of operations in future periods, such amounts are not
expected to have a material adverse effect on the Company's liquidity or
financial condition.

The eventual effect on the Company of the changing environment in
which it operates remains uncertain.

C) LITIGATION: The Company is routinely engaged in litigation
incidental to its business, including litigation associated with syndicated
investment products. While the outcome of all litigation involving the
Company, including insurance-related litigation, cannot be determined,
litigation is not expected to result in losses that differ from recorded
reserves by amounts that would be material to results of operations, liquidity
or financial condition.

<PAGE> 80

NOTE 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments that are subject to fair value disclosure
requirements (insurance contracts, real estate, goodwill and taxes are
excluded) are carried in the financial statements at amounts that approximate
fair values, unless otherwise indicated in the following table. The fair
values used for financial instruments are estimates that in many cases may
differ significantly from the amounts that could be realized upon immediate
liquidation. In cases where market prices are not available, estimates of fair
value are based on discounted cash flow analyses which utilize current interest
rates for similar financial instruments with comparable terms and credit
quality. The fair value of liabilities for contractholder deposit funds was
estimated using the amount payable on demand and, for those not payable on
demand, discounted cash flow analyses.

The following table presents carrying amounts and estimated fair
values as of December 31 for the Company's financial instruments that are not
carried in the financial statements at amounts approximating fair value.

<TABLE>
<CAPTION>
1995 1994
- -------------------------------------------------------------------------------------------------------------------
Carrying Fair Carrying Fair
(In millions) Amount Value Amount Value
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets:
Fixed maturities-held to maturity $ - $ - $ 10,061 $ 10,075
Mortgage loans $ 10,218 $ 10,364 $ 8,975 $ 8,610

Liabilities:
Contractholder deposit funds-
non-insurance products $ 19,797 $ 19,890 $ 18,561 $ 18,381
===================================================================================================================
</TABLE>

For additional information on fair values of fixed maturities, see
Note 2(A). Fair values of off-balance-sheet financial instruments as of
December 31, 1995 and 1994 were not material.

NOTE 13 - RELATED PARTY TRANSACTIONS

The Company has ceded group accident and health business under an
experience-rated stop loss agreement to CIGNA P&C. Reinsurance recoverables
from CIGNA P&C were $1.3 billion at December 31, 1994. During 1993, the
Company earned experience-rated refunds from CIGNA P&C, net of premiums ceded,
of $63 million. Effective January 1, 1995 the treaty was cancelled. Reserves
of approximately $300 million, primarily related to long-term disability
business, were recaptured in 1995, with CIGNA P&C assuming responsibility for
runout claims on the remaining reserves. Assets, principally mortgages, with a
fair market value equal to reserves were received as part of the recapture.

The Company has assumed the settlement annuity and group pension
business written by Life Insurance Company of North America (LINA), an
affiliate. Reserves held by the Company with respect to this business were
$1.7 billion at December 31, 1995 and 1994.

The Company cedes long-term disability business to LINA.
Reinsurance recoverables from LINA at December 31, 1995 and 1994 were $996
million and $992 million, respectively.

The Company had lines of credit available from affiliates totaling
$600 million at both December 31, 1995 and 1994. All borrowings are payable
upon demand with interest rates equivalent to CIGNA's average monthly
short-term borrowing rate plus 1/4 of 1%. Interest expense was $1 million and
$3 million for 1994 and 1993, respectively. As of December 31, 1995 and 1994,
there were no borrowings outstanding under such lines.

The Company extended lines of credit to affiliates totalling $600
million at December 31, 1995 and 1994. All loans are payable upon demand with
interest rates equivalent to CIGNA's average monthly short-term borrowing
rate. As of December 31, 1994, the Company had $1.5 million in outstanding
loans to affiliates under such lines. There were no amounts outstanding as of
December 31, 1995.

The Company, together with other CIGNA subsidiaries, has entered
into a pooling arrangement known as the CIGNA Corporate Liquidity Account (the
Account) for the purpose of maximizing earnings on funds available for
short-term investments. Withdrawals from the Account, up to the total amount
of the participant's investment in the Account, are allowed on a demand basis.
As of December 31, 1995 and 1994, the Company had a balance in the Account of
$212 million and $259 million, respectively.

CIGNA allocates to the Company its share of operating expenses
incurred at the corporate level. The Company also allocates a portion of its
operating expenses to affiliated companies on whose behalf it performs certain
administrative services.

<PAGE> 81
ILLUSTRATIONS

The following tables show how cash value and death benefit would change over an
extended period of time assuming uniform hypothetical investment performances of
0%, 6%, and 12%. If the actual investment performance were to average 0%, 6%, or
12% but were to vary up and down over the period illustrated, the actual cash
values and death benefits would vary from those illustrated in the following
tables.

These illustrations assume that, over the period illustrated, there are no
policy loans made; no partial surrenders are made; no changes are made in the
face amount of coverage; no optional coverages, riders or benefits are
purchased; no premium payments are made other than the monthly premiums
specified in the illustration; no allocation is made to the Fixed Account; no
transfers of cash value between Fund Accounts are made beyond 12 per year;
monthly cost of insurance charges are as illustrated during each policy year;
and the illustrations are based on the specified face amount, age, and premium
payments.

Current value illustrations use rates from Section 79 of the Internal Revenue
Code with linear interpolation between central ages, and assume the following
charges: i) mortality and expense charges of 0.45% effective annual rate
assessed daily on the aggregate cash value invested in the Fund Accounts, ii)
premium load of 3.00% applied to each premium payment as it is received, iii)
monthly administrative fees of $2.20 per month for the duration of the period
illustrated plus $1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

Guaranteed illustrations use rates equal to the maximum rates in the Policy
based on 150% of the 1980 CSO Male Mortality Table, and assume the following
charges: i) mortality and expense charges of 0.90% effective annual rate
assessed daily on the aggregate cash value invested in the Fund Accounts, ii)
premium load of 5.00% applied to each premium payment as it is received, iii)
monthly administrative fees of $5.00 per month for the duration of the period
illustrated plus $1.00 per month for each month in which the Net Cash Value does
not exceed $10,000.

The second column of the tables shows the amount which would accumulate if an
amount equal to each premium payment illustrated were invested, and earned
interest, after taxes, at 5% per year compounded annually.

Illustrated values and benefits take into account investment management fees and
other expenses of the underlying funds. These investment management fees and
other expenses of the underlying funds are illustrated at an assumed effective
annual rate of 0.80% of the aggregate cash value in the Fund Accounts .

At present, CIGNA Variable Products Group has agreed to limit total expenses for
the investment management fees plus other expenses for the Money Market Fund to
0.70% effective annual charge and for the S&P 500 Index Fund to 0.60% effective
annual

<PAGE> 82
charge. Although this agreement may end at any time, CIGNA Variable Products has
represented that this cap on expenses will continue until December 31, 1996, and
beyond that date, expenses will be as described in the then current prospectus
of the Money Market Fund and the S&P 500 Index Fund.

Investment management fees and other expenses may be more or less than the
assumed rate used for illustration purposes depending upon the allocations made
by the Certificate Owner.

The illustrations assume that no federal, state, or local income tax will be
charged to CG Variable Life Insurance Separate Account A.

Taking into account the investment management fees and the other expenses of the
funds, as described above, the mortality and expense risk charges, the gross
rates of return of 0%, 6%, and 12% correspond to actual rates of return of
- -1.25%, 4.75%, and 10.75% based on the current charge for mortality and expense
risks, and to -1.70%, 4.30%, and 10.30% based on the guaranteed maximum charge
for mortality and expense risks.

Upon request, the Company will provide comparable illustrations based upon the
age of the requesting insured and illustrating the face amount and premium
payment requested by the insured. The Company will provide illustrations based
on current charges and costs of insurance as well as illustrations based on
maximum certificate charges and costs of insurance.

<PAGE> 83
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(1): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(2)

Gross Investment Return: 0.00%

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(3) Death Benefit at 5% per year
- ---- --------------- ------------- ------------- --------------

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 0% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

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

(1) Premiums are assumed to be paid monthly in arrears.

(2) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(3) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 84
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(4): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(5)

Gross Investment Return: 0.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(6) Death Benefit at 5% per year
- ---- --------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 589.70 100,590 1,232.26
2 1200 1,128.96 101,129 2,526.13
3 1200 1,616.25 101,616 3,884.69
4 1200 2,047.70 102,048 5,311.18
5 1200 2,420.69 102,421 6,809.00
6 1200 2,733.83 102,734 8,381.71
7 1200 2,983.40 102,983 10,033.05
8 1200 3,166.90 103,167 11,766.96
9 1200 3,281.89 103,282 13,587.57
10 1200 3,321.21 103,321 15,499.21
11 1200 3,279.02 103,279 17,506.42
12 1200 3,143.62 103,144 19,614.00
13 1200 2,905.89 102,906 21,826.96
14 1200 2,552.13 102,552 24,150.57
15 1200 2,071.22 102,071 26,590.35
16 1200 1,455.81 101,456 29,152.13
17 1200 1698.69 100,699 31,841.99
18 0 0.00 0 34,666.35
19 0 0.00 0 37,631.92
20 0 0.00 0 40,745.78
25 0 0.00 0 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

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

(4) Premiums are assumed to be paid monthly in arrears.

(5) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(6) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 85
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(7): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(8)

Gross Investment Return: 6.00 %

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(9) Death Benefit at 5% per year
- ---- --------------- ----------- -- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 974.06 100,974 1,232.26
2 1200 1,979.63 101,980 2,526.13
3 1200 3,018.19 103,018 3,884.69
4 1200 4,076.55 104,077 5,311.18
5 1200 5,155.64 105,156 6,809.00
6 1200 6,256.45 106,256 8,381.71
7 1200 7,380.02 107,380 10,033.05
8 1200 8,527.42 108,527 11,766.96
9 1200 9,682.56 109,683 13,587.57
10 1200 10,854.35 110,854 15,499.21
11 1200 12,039.41 112,039 17,506.42
12 1200 13,233.99 113,234 19,614.00
13 1200 14,438.55 114,439 21,826.96
14 1200 15,633.88 115,634 24,150.57
15 1200 16,819.52 116,820 26,590.35
16 1200 17,995.03 117,995 29,152.13
17 1200 19,159.92 119,160 31,841.99
18 1200 20,313.68 120,314 34,666.35
19 1200 21,418.88 121,419 37,631.92
20 1200 22,473.19 122,473 40,745.78
25 1200 26,510.34 126,510 58,812.09
30 1200 25,740.83 125,741 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

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

(7) Premiums are assumed to be paid monthly in arrears.

(8) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(9) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 86
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
issue AGE: 40 YEARS MONTHLY PREMIUM(10): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(11)

Gross Investment Return: 6.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(12) Death Benefit at 5% per year
- ---- --------------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 608.97 100,609 1,232.26
2 1200 1,202.39 101,202 2,526.13
3 1200 1,777.12 101,777 3,884.69
4 1200 2,327.46 102,327 5,311.18
5 1200 2,848.66 102,849 6,809.00
6 1200 3,337.03 103,337 8,381.71
7 1200 3,786.24 103,786 10,033.05
8 1200 4,190.92 104,191 11,766.96
9 1200 4,545.47 104,545 13,587.57
10 1200 4,839.15 104,839 15,499.21
11 1200 5,061.96 105,062 17,506.42
12 1200 5,197.37 105,197 19,614.00
13 1200 5,230.55 105,231 21,826.96
14 1200 5,141.16 105,141 24,150.57
15 1200 4,910.41 104,910 26,590.35
16 1200 4,522.40 104,522 29,152.13
17 1200 3,960.56 103,961 31,841.99
18 1200 3,207.58 103,208 34,666.35
19 1200 2,245.42 102,245 37,631.92
20 1200 1,047.91 101,048 40,745.78
25 0 0.00 0 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 6% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

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

(10) Premiums are assumed to be paid monthly in arrears.

(11) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(12) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 87
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(13): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Current Charges(14)

Gross Investment Return: 12.00 %

End of Annual Premium Premium
Policy paid at $100 Accumulated
Year per month Cash Value(15) Death Benefit at 5% per year
- ---- --------------- ---------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 1,004.24 101,004 1,232.26
2 1200 2,101.22 102,101 2,526.13
3 1200 3,300.89 103,301 3,884.69
4 1200 4,599.08 104,599 5,311.18
5 1200 6,006.37 106,006 6,809.00
6 1200 7,534.50 107,534 8,381.71
7 1200 9,196.44 109,196 10,033.05
8 1200 11,013.09 111,013 11,766.96
9 1200 12,983.64 112,984 13,587.57
10 1200 15,117.82 115,118 15,499.21
11 1200 17,433.20 117,433 17,506.42
12 1200 19,949.28 119,949 19,614.00
13 1200 22,687.62 122,688 21,826.96
14 1200 25,651.81 125,652 24,150.57
15 1200 28,866.15 128,866 26,590.35
16 1200 32,357.51 132,358 29,152.13
17 1200 36,155.67 136,156 31,841.99
18 1200 40,293.62 140,294 34,666.35
19 1200 44,769.83 144,770 37,631.92
20 1200 49,620.65 149,621 40,745.78
25 1200 80,662.94 180,663 58,812.09
30 1200 125,622.07 225,622 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

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

(13) Premiums are assumed to be paid monthly in arrears.

(14) Current value illustrations use unismoker rates with monthly cost
of insurance as shown, and assume the following charges: i)
mortality and expense risk charges of 0.45% effective annual
rate assessed daily on the aggregate cash value invested in the
Fund Accounts, ii) premium load of 3.00% applied to each premium
payment as it is received, iii) monthly administrative fees of
$2.20 per month for the duration of the period illustrated plus
$1.05 per month for each month in which the Net Cash Value does
not exceed $10,000.

(15) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that no
Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under the Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 88
GROUP VARIABLE UNIVERSAL LIFE INSURANCE

<TABLE>
<CAPTION>
ISSUE AGE: 40 YEARS MONTHLY PREMIUM(16): $100
COVERAGE AMOUNT: $100,000

Illustration Assuming Guaranteed Charges(17)

Gross Investment Return: 12.00 %

End of Annual Premium Premium
Policy Paid at $100 Accumulated
Year per month Cash Value(18) Death Benefit at 5% per year
- ---- --------- --------------- ------------- --------------
<S> <C> <C> <C> <C>
1 1200 627.91 100,628 1,232.26
2 1200 1,277.45 101,277 2,526.13
3 1200 1,948.32 101,948 3,884.69
4 1200 2,637.66 102,638 5,311.18
5 1200 3,343.56 103,344 6,809.00
6 1200 4,065.19 104,065 8,381.71
7 1200 4,799.13 104,799 10,033.05
8 1200 5,542.83 105,543 11,766.96
9 1200 6,293.51 106,294 13,587.57
10 1200 7,043.01 107,043 15,499.21
11 1200 7,783.64 107,784 17,506.42
12 1200 8,500.53 108,501 19,614.00
13 1200 9,179.87 109,180 21,826.96
14 1200 9,801.31 109,801 24,150.57
15 1200 10,352.21 110,352 26,590.35
16 1200 10,813.36 110,813 29,152.13
17 1200 11,159.98 111,160 31,841.99
18 1200 11,370.12 111,370 34,666.35
19 1200 11,419.61 111,420 37,631.92
20 1200 11,274.18 111,274 40,745.78
25 1200 5,727.48 105,727 58,812.09
30 0 0.00 0 81,869.78
</TABLE>

IT IS EMPHASIZED THAT THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE
ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF PAST OR
FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR LESS
THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS, INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER AND THE INVESTMENT EXPERIENCE OF THE
PORTFOLIOS OF THE FUND. THE DEATH BENEFIT, CASH VALUE AND CASH SURRENDER VALUE
FOR A POLICY WOULD BE DIFFERENT FROM THOSE SHOWN IF THE ACTUAL GROSS ANNUAL
RATES OF RETURN AVERAGED 12% OVER A PERIOD OF YEARS, BUT ALSO FLUCTUATED ABOVE
OR BELOW THAT AVERAGE FOR INDIVIDUAL CERTIFICATE YEARS. THEY WOULD ALSO BE
DIFFERENT IF ANY POLICY LOANS OR PARTIAL SURRENDERS WERE MADE. NO
REPRESENTATION CAN BE MADE BY THE COMPANY OR THE SEPARATE ACCOUNT OR THE
UNDERLYING FUNDS THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR
ANY ONE YEAR OR SUSTAINED OVER A PERIOD OF TIME.

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

(16) Premiums are assumed to be paid monthly in arrears.

(17) Guaranteed illustrations use unismoker rates with the illustrated
cost of insurance and assume the following charges: i) mortality
and expense risk charges of 0.90% effective annual rate assessed
daily on the aggregate cash value invested in the Fund Accounts,
ii) premium load of 5.00% applied to each premium payment as
it is received, iii) monthly administrative fees of $5.00 per
month for the duration of the period illustrated plus $1.00
per month for each month in which the Net Cash Value does not
exceed $10,000.

(18) Except for the Surrender Charge, the Cash Surrender Value does not
vary from the Cash Value because these illustrations assume that
no Policy Loans have been made. The Cash Surrender Value will be
$25.00 less than the Cash Value under Policies for which the
Surrender Charge of $25.00 is applied.

<PAGE> 89
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant, CG Variable Life Insurance Separate Account A, has duly caused this
amendment to a registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the city of Philadelphia and Commonwealth of Pennsylvania
on the 9th day of April, 1996.

<TABLE>
<S> <C>
(SEAL) CG VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT A
--------------------------
(Registrant)

(SEAL) CONNECTICUT GENERAL LIFE
INSURANCE COMPANY
--------------------------
(Depositor)

By: /S/ JEROLD H. ROSENBLUM
-----------------------

Attest:
---------------------

---------------------
(Title)
</TABLE>

<PAGE> 90

Pursuant to the requirements of the Securities Act of 1933, this amendment to a
registration statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>
SIGNATURE AND TITLE DATE
------------------- ----
<S> <C>
/s/ THOMAS C. JONES* )
- ------------------------------ )
Thomas C. Jones )
President (Principal Executive Officer) )
)
)
/s/ JAMES T. KOHAN* )
- ------------------------------ )
James T. Kohan )
Vice President and Actuary )
(Principal Financial Officer) )
)
)
/s/ ROBERT MOOSE* )
- ------------------------------ )
Robert Moose )
Vice President Principal Accounting Officer) )
)
)
/s/ HAROLD W. ALBERT* )
- ------------------------------ )
Harold W. Albert, Director )
)
)
/s/ S. TYRONE ALEXANDER* )
- ------------------------------ )
S. Tyrone Alexander, Director )
)
)
/s/ MARTIN A. BRENNAN* )
- ------------------------------ )
Martin A. Brennan, Director )
)
)
/s/ ROBERT W. BURGESS* ) April 9, 1996
- ------------------------------ )
Robert W. Burgess, Director )
)
)
/s/ JOHN G. DAY* )
- ------------------------------ )
John G. Day, Director )
)
)
/s/ JOHN WILKINSON* )
- ------------------------------ )
John Wilkinson, Director )
)
)
/s/ JOSEPH M. FITZGERALD* )
- ------------------------------ )
Joseph M. Fitzgerald, Director )
)
)
</TABLE>

<PAGE> 91

<TABLE>
<S> <C>
)
/s/ ARTHUR C. REEDS, III* )
- ------------------------------ )
Arthur C. Reeds, III, Director )
)
)
/s/ PATRICIA L. ROWLAND* )
- ------------------------------ )
Patricia L. Rowland, Director )
)
)
/s/ W. ALLEN SCHAFFER, M.D.* )
- ------------------------------ )
W. Allen Schaffer, M.D., Director )
)

*BY: /s/ JEROLD H. ROSENBLUM
------------------------
Jerold H. Rosenblum
Attorney-in-Fact
</TABLE>

<PAGE> 92
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

RULE 484 UNDERTAKING

The following provisions regarding the Indemnification of Directors and
Officers of the Registrant are applicable:

Connecticut Law: Except where an applicable insurance policy is procured,
Connecticut General Statutes ("C.G.S.") Section 33-320a is the sole source of
indemnification rights for directors and officers of Connecticut corporations
and for persons who may be deemed to be controlling persons by reason of their
status as a shareholder, director, officer, employee or agent of a Connecticut
corporation. Under C.G.S. Section 33-320a, a corporation shall indemnify any
director or officer who was or is a party, or was threatened to be made a
party, to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter referred
to as "proceeding") by virtue of the fact that he or the person whose legal
representative he is: (i) is or was a director or officer of the corporation;
(ii) while a director or an officer of the corporation, is or was serving at
the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise (hereinafter referred to as
"enterprise"), other than an employee benefit plan or trust; or (iii) while a
director or an officer of the corporation, is or was a director or officer
serving at the request of the corporation as a fiduciary of an employee benefit
plan or trust maintained for the benefit of employees of the corporation or any
other enterprise, against "covered expenditures" if (and only if) his conduct
met the applicable statutory eligibility standard.The types of expenditures
which are covered and the statutory eligibility standard vary according to the
type of proceeding to which the director or officer is or was a party or was
threatened to be made a party.

According to C.G.S. Section 33-320a, in non-derivative proceedings other than
ones brought in connection with an alleged claim based upon the purchase or
sale by a director or officer of securities of the corporation or of another
enterprise, which the director or officer serves or served at the request of
the corporation, the corporation shall indemnify a director or officer against
judgments, fines, penalties, amounts paid in settlement and reasonable
expenses,

<PAGE> 93
including attorney's fees, actually incurred by him in connection with the
proceeding, or any appeal therein,

IF AND ONLY IF he acted (i) in good faith and (ii) in a manner he reasonably
believed to be in the best interests of the corporation or, in the case of a
person serving as a fiduciary of any employee benefit plan or trust, in a
manner he reasonably believed to be in the best interests of the corporation or
in the best interest of the participants and beneficiaries of such employee
benefit plan or trust and consistent with the provisions of such employee
benefit plan or trust. However, where the proceeding brought is criminal in
nature, C.G.S. Section 33-320a requires that the director or officer must
satisfy the additional condition that he had no reasonable cause to believe
that his conduct was unlawful in order to be indemnified. A director or
officer also will be entitled to indemnification as described above if (i) he
is successful on the merits in the defense of any non-derivative proceeding
brought against him or (ii) a court shall have determined that in view of all
the circumstances he is fairly and reasonably entitled to be indemnified. The
decision about whether the director or officer qualifies for indemnification
under C.G.S. Section 33-320a may be made (i) in writing by a majority of those
members of the board of directors who were not parties to the proceeding in
question, (ii) in writing by independent legal counsel selected by a consent in
writing signed by a majority of those directors who were not parties to the
proceeding, or (iii) by the shareholders of the corporation at a special or
annual meeting by an affirmative vote of at least a majority of the voting
power of shares not owned by parties to the proceeding. A director or officer
also may apply to a court of competent jurisdiction for indemnification even
though he previously applied to the board, independent legal counsel or the
shareholders and his application for indemnification was rejected.

For purposes of C.G.S. Section 33-320a, the termination of any proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not create, of itself, a presumption that the director or
officer did not act in good faith or in a manner which that director or officer
did not believe reasonably to be in the best interests of the corporation or of
the participants and beneficiaries of an employee benefit plan or trust and
consistent with the provisions of such plan or trust.

Likewise, the termination of a criminal act or proceeding shall not create, of
itself, a presumption that the director or officer had reasonable cause to
believe that his conduct was unlawful.

In non-derivative proceedings based on the purchase or sale of securities of
the corporation or of another enterprise, which the director or officer serves
or served at the request of the corporation, C.G.S. Section 33-320a provides
that the corporation shall indemnify the director or officer only after a court
shall have determined upon application that in view of all the circumstances,
the director or officer is fairly and reasonably entitled to be indemnified.
Furthermore, the

<PAGE> 94
expenditures for which the director or officer shall be indemnified shall be
only such amount as the court determines to be appropriate.

Pursuant to C.G.S. Section 33-320a, where a director or officer was or is a
party or was threatened to be made a party to a derivative proceeding, the
corporation shall indemnify him against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the proceeding or
any appeal therein, in relation to matters as to which he is finally adjudged
not to have breached his duty to the corporation. The corporation also shall
indemnify a director or officer where the court determines that, in view of all
the circumstances, such person is fairly and reasonably entitled to be
indemnified; however, in such a situation, the individual shall be indemnified
only for such amount as the court determines to be appropriate. Furthermore,
the statute provides that the corporation shall not indemnify a director or
officer for amounts paid to the corporation, to a plaintiff or to counsel for a
plaintiff in settling or otherwise disposing of a threatened or pending action,
with or without court approval, or for expenses incurred in defending a
threatened action or a pending action which is settled or otherwise disposed of
without court approval.

C.G.S. Section 33-320a also provides that expenses incurred in defending a
proceeding may be paid by the corporation in advance of the final disposition
of such proceeding upon authorization of the board of directors, provided said
expenses are indemnifiable under the statute and the director or officer agrees
to repay such amount if he is later found not entitled to indemnification by
the corporation.

Lastly, C.G.S. Section 33-320a is intended to be an exclusive statute. A
corporation established under Connecticut statute cannot indemnify a director
or officer (other than a director or officer who is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee
or agent of another enterprise), to an extent either greater or less than that
authorized by the statute, and any provision in the certificate of
incorporation, the by-laws, a shareholder or director resolution, or agreement
or otherwise that is inconsistent with the statute is invalid. Notwithstanding
the above, C.G.S. Section 33-320a specifically authorizes a corporation to
procure insurance providing greater indemnification rights than those set out
in the statute the premium cost of which may be shared with the director or
officer on such basis as may be agreed upon.

The directors and officers may also be covered by an errors and omissions or
other insurance policies. The Bylaws of CIGNA Corporation provide that any
person who at any time serves as a director or officer of the Company or any
majority owned ultimate subsidiary of CIGNA Corporation shall be indemnified or
reimbursed against and for any and all claims for which they become subject by
reason of such service.

Insofar as indemnification for liability arising under the Securities Act of
1933 (the "Act") may be permitted to

<PAGE> 95
directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a 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
registrant 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 Act and will be governed by the final adjudication of such
issue.

REPRESENTATIONS, DESCRIPTION AND UNDERTAKING PURSUANT TO PARAGRAPH
(b)(13)(III)(F) OF RULE 6e-3(T) UNDER THE INVESTMENT COMPANY ACT OF 1940

Registrant makes the following representations:

1. Rule 6e-3(T)(b)(13)(iii)(F) is being relied upon.

2. The level of the mortality and expense risk charge is
within the range of industry practice for comparable
contracts.

3. The Company has concluded that there is a reasonable
likelihood that the distribution financing arrangement
of the CG Variable Life Insurance Separate Account A
(the "Separate Account") will benefit the Separate
Account and the Owners.

4. The Separate Account is organized as a unit investment
trust which will invest only in management companies
which have undertaken to have a board of directors, a
majority of whom are not interested persons of the
Company, to formulate and approve any plan under Rule
12b-1 to finance distribution expenses.

The methodology used to support the representation made
in paragraph (2) above was based on analysis of the
policies including the level of other expense charges,
uncertainties in terms of expense and mortality factors,
and policy guarantees. The Company will maintain and
make available to the Commission on request,memoranda
setting forth the basis for the representations in
paragraphs (2) and (3) above.

<PAGE> 96
In connection with the Policies, the Company is relying
on paragraph (B) of Rule 6e-3(T) (b)(13)(i).

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement is comprised of the
following documents:

The Facing Sheet.

The Prospectus consisting of 82 pages.

The undertaking to file reports.

The undertaking pursuant to Rule 484 under the
Securities Act of 1933.

The signatures.

The following Exhibits:

1. The following Exhibits correspond to those required
by Paragraph A of the instructions as to Exhibits in
Form N-8B-2:

A. (1) Resolution of Board of Directors of
Connecticut General Life Insurance Company
establishing the Separate Account (previously filed
as part of initial registration statement filed on
July 11, 1995).

(2) Not Applicable.

(3) Distributing contracts:

(a) Distribution Agreement between
Connecticut General Life Insurance
Company and CIGNA Financial
Advisors, Inc. (previously filed as
part of pre-effective amendment
number 2 filed on December 22, 1995).

(b) Not Applicable.

<PAGE> 97
(c) Not Applicable.

(4) Not Applicable.

(5) Group Variable Universal Life Insurance
Policy (previously filed as part of
pre-effective amendment number 2 filed on
December 22, 1995).

(6) (a) Certificate of Incorporation of
Connecticut General Life Insurance
Company - Incorporated by reference
to Exhibit #6 (a) of Post Effective
Amendment #1 to Registration
Statement on Form N-4 (File Number
33-83020) filed June 22, 1995 by CG
Variable Annuity Separate Account II
as Registrant and Connecticut General
Life Insurance Company as Depositor.

(b) By-laws of Connecticut General Life
Insurance Company - Incorporated by
reference to Exhibit #6 (b) of Post
Effective Amendment #1 to
Registration Statement on Form N-4
(File Number 33-83020) filed June 22,
1995 by CG Variable Annuity Separate
Account II as Registrant and
Connecticut General Life Insurance
Company as Depositor.

(7) Not Applicable.

(8) Form of Participation Agreement between
Separate Account and Investment Companies
(previously filed as part of pre-effective
amendment number 2 filed on December 22,
1995).

(9) Not Applicable.

(10) Form of Application for Group Variable
Universal Life Insurance Policy.
(previously filed as part of pre-effective
amendment number 2 filed on December 22,
1995).

(11) Memorandum describing Connecticut General
Life Insurance Company's issuance,
transfer, and redemption procedures for the
Policy. (previously filed as part of
pre-effective amendment number 2 filed on
December 22, 1995).

B. (1) Not Applicable.

(2) Not Applicable.

C. Not Applicable.

2. Opinion of Counsel as to the legality of the
securities being registered. (previously filed as
part of pre-effective amendment number 2 filed on
December 22, 1995).

<PAGE> 98
3. Not Applicable.

4. Not Applicable.

5. Opinion and Consent of Benjamin Clement as to
actuarial matters pertaining to the securities being
registered (previously filed as part of
pre-effective amendment number 2 filed on
December 22, 1995).

6. Consent of Price Waterhouse LLP.

7. Consent of counsel opining as to the legality of the
securities being registered - see Exhibit 2.

8. Opinion and consent of Jorden, Burt, Berenson &
Johnson.

<PAGE> 1

EXHIBIT 6

Consent of Price Waterhouse LLP
<PAGE> 2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in the Prospectus constituting part of this
Pre-Effective Amendment No. 3 to the registration statement of the CG Variable
Life Insurance Separate Account A on Form S-6 of our report dated February 13,
1996, relating to the consolidated financial statements of Connecticut General
Life Insurance Company, which appears in such Prospectus. We also consent to
the reference to us under the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP
Hartford, Connecticut
April 5, 1996

<PAGE> 1

EXHIBIT 8

Opinion and Consent of
Jorden, Burt, Berenson & Johnson
<PAGE> 2

April 9, 1996

Connecticut General Life
Insurance Company
Two Liberty Place
1601 Chestnut Street
P.O. Box 7716
Philadelphia, PA 19192-2475

Gentlemen:

We hereby consent to the reference to our name under the caption "Legal
Matters" in the Prospectus contained in Pre-Effective Amendment No. 3 to the
Registration Statement on Form S-6 (File No. 33-60967) filed by Connecticut
General Life Insurance Company ("CG Life") and CG Variable Life Insurance
Separate Account A with the Securities and Exchange Commission under the
Securities Act of 1933 and the Investment Company Act of 1940.

Very truly yours,

/s/

Jorden, Burt, Berenson & Johnson