CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A, 485APOS, 1999-03-05

CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A
485APOS, 1999-03-05

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<PAGE> 1
As filed with the Securities and Exchange Commission on March 4, 1999
File No. 33-60967
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-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, Bloomfield, Connecticut 06152
(203) 726-6000
(Address and Telephone Number of Depositor's Principal Executive Offices)

Michael A. James, Esquire Copy to:
Connecticut General Life Insurance Company Walter E. Heindl, Esquire
Two Liberty Place Two Liberty Place
21st Floor 21st Floor
Philadelphia, PA 19192 Philadelphia, PA 19192
(Name and Address of Agent for Service)
Michael Berenson, Esquire
Suite 400 East
1025 Thomas Jefferson St., N.W.
Washington, D.C. 20007-0805

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 is being registered pursuant to Rule 24f-2 under the Investment
Company Act of 1940. The initial registration fee of $500 has been paid with
this declaration.

The registrant amends this Registration Statement of 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
X
__________ 60 days after filing pursuant to paragraph (a) of Rule 485
on May 1, 1999, pursuant to paragraph (a) of Rule 485
<PAGE> 2
CONNECTICUT GENERAL LIFE
INSURANCE COMPANY

CG VARIABLE LIFE INSURANCE
SEPARATE ACCOUNT A

Home Office Location:
900 Cottage Grove Road
Hartford, Connecticut 06152

[LOGO CIGNA GROUP INSURANCE]
Life - Accident - Disability

Mailing Address:
CIGNA
Lehigh Valley Corporate Center
1455 Valley Center Parkway
Bethlehem, PA 18017
(800) 225-0646

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

THE POLICY is a GROUP VARIABLE UNIVERSAL LIFE INSURANCE POLICY.

The Policy is a GROUP POLICY. It is a contract between us, Connecticut General
Life Insurance Company, and a GROUP POLICYHOLDER, which may be an EMPLOYER, a
LABOR UNION, a TRUSTEE on behalf of an employer or labor union, or some other
group permitted by law.

Eligible persons who enroll and are accepted will receive a CERTIFICATE OF
INSURANCE which describes their benefits under the Policy. Depending on the
terms of a specific plan, Certificates of Insurance may also be available to the
spouse of an employee or member.

Your Certificate may terminate if at any time you are no longer eligible. The
Policy may allow your Certificate to stay in force in some cases, or you may be
allowed to convert to an individual life insurance Policy.

We and the Group Policyholder reserve the right to change the terms of the Group
Policy, or to terminate the Group Policy, subject to the requirements of state
law.

This Prospectus describes the features of the Group Policies that we offer to
Group Policyholders. The terms of the specific Group Policy offered to your
employer or union will be set forth in a DETAILED BROCHURE which will accompany
or follow this Prospectus. These terms will also be included in your
Certificate.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE SECURITIES OR
DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY STATEMENT TO THE
CONTRARY IS A CRIME.

THIS PROSPECTUS IS VALID AND COMPLETE ONLY WHEN IT IS ACCOMPANIED BY THE CURRENT
PROSPECTUSES OF EACH OF THE VARIABLE FUNDS. PLEASE READ THIS WITH CARE. PLEASE
KEEP THE PROSPECTUSES WITH YOUR IMPORTANT PAPERS FOR FUTURE REFERENCE.

THIS PROSPECTUS IS NOT AN OFFER TO SELL, AND DOES NOT SOLICIT AN OFFER TO BUY, A
CERTIFICATE UNDER THE POLICY IN ANY STATE WHERE THE POLICY CANNOT LEGALLY BE
OFFERED, OR WITH RESPECT TO ANY PERSON TO WHOM THE POLICY CANNOT LEGALLY BE
OFFERED.

PROSPECTUS DATED MAY 1, 1999
<PAGE> 3
HIGHLIGHTS

The Policy pays a LIFE INSURANCE BENEFIT in the event of your death. Depending
on the plan chosen by the Group Policyholder, the Policy may also provide the
following benefits:

- - Term life insurance benefits on your SPOUSE OR DEPENDENT CHILDREN.

- - Additional benefits for ACCIDENTAL DEATH.

- - Payment of part of the life insurance benefit while you are living, in
case of TERMINAL ILLNESS.

- - Other benefits permitted by law.

See pages 14-19 for a description of the Policy's insurance benefits.

The Policy is a UNIVERSAL LIFE INSURANCE POLICY. The Policy builds CASH VALUE.
You may obtain loans from us, using this Cash Value as security. You may also
withdraw all or part of the Cash Value. Any Cash Value which has not been loaned
is added to your life insurance coverage amount, and is part of the death
benefit paid to your beneficiary.

See pages 19-21 for a description of the Policy's Cash Value and loan features.

The Policy provides for FLEXIBLE PREMIUM PAYMENTS. Your monthly premium must,
when you first apply, be at least enough to cover your monthly insurance and
expense charges. You may increase your premiums, or make lump-sum premium
payments, up to the limits permitted by the Internal Revenue Code for life
insurance policies. If you have Cash Value, you may reduce premiums or stop them
altogether, and monthly charges will be deducted from your Cash Value. If at any
time your Cash Value is less than the amount needed to pay monthly charges, your
Certificate will LAPSE (terminate) after a grace period.

See pages 9-10 for a description of the Policy's premium provisions.

The Policy is a VARIABLE LIFE INSURANCE POLICY. Your Cash Value may be invested:

- - In a FIXED ACCOUNT which earns interest at a rate set by us from time to
time, and whose principal and interest are guaranteed by us; and/or

- - In one or more VARIABLE FUNDS whose value depends on the investment
performance of specific mutual funds, and which is NOT GUARANTEED by us.

When you apply, you will need to choose in which fund(s) you want to invest your
Cash Value. You may, within limits, change these choices from time to time.

We currently offer the following Variable Funds:

- - CIGNA VP Money Market Fund

- - Fidelity VIP II Investment Grade Bond Portfolio

- - Fidelity VIP II Asset Manager Portfolio

- - CIGNA VP S&P 500 Index Fund

- - Fidelity VIP Equity-Income Portfolio

- - American Century VP Capital Appreciation

- - Fidelity VIP Overseas Portfolio

See pages 3-9 for a description of the Policy's available investment funds. See
pages 19-20 for a description of how your Certificate's current Cash Value is
determined.

You must pay certain FEES AND CHARGES to keep your Certificate in force. These
fees and charges are deducted from your Cash Value. These fees and charges
include:

- - A PREMIUM CHARGE on all premiums paid (as specified in the Policy). This
charge is guaranteed not to exceed 5%.

- - A monthly charge for LIFE INSURANCE COVERAGE which depends on your
attained age and on your amount of life insurance coverage. The rates will
depend on a Group Policyholder's characteristics. It will never be more
than maximum rates based on 150% of the 1980 Commissioners Standard
Ordinary male mortality tables.

-2-
<PAGE> 4
- - A monthly CERTIFICATE ADMINISTRATIVE EXPENSE charge. This charge will
never be more than $5.00 per month (Certificates with no Cash Value, or
with more than $10,000 of Cash Value net of loans) or $6.00 per month
(Certificates with Cash Value less than $10,000).

- - A daily MORTALITY AND EXPENSE RISK CHARGE against Cash Value invested in
the Variable Funds. This charge is at a current annual rate of 0.45%. It
is guaranteed never to be more than 0.90%.

- - FUND MANAGEMENT FEES AND OPERATING EXPENSES of each Variable Fund.

- - A TRANSACTION CHARGE of $25.00 for each partial or total surrender during
the first 20 Policy Years.

- - A TRANSACTION CHARGE of $25.00 for each transfer between Variable Funds in
excess of 12 during each Policy Year.

See pages 10-12 for a description of the Policy's fees and charges.

RIGHT TO EXAMINE

When you receive your Certificate, you should read it with care. You may return
your Certificate within 30 days after you receive it. The Certificate will be
void as if it had never been issued. We will refund all premiums paid, without
interest, minus any partial surrenders, and minus any loans and interest.
Usually we will make this refund within 7 days of receiving your request.
However, if premiums were paid by check, we may wait for the check to clear.

Any premiums will be held in the Fixed Account until three days after the end of
this 30-day period. At that time, premiums will be allocated to the Funds as you
have directed. Until that time, interest will be credited from the later of the
effective date or the date the premium was received at our Customer Service
Center.

This right may vary based on state law.

THE INVESTMENT FUNDS

CHOOSING INVESTMENT FUNDS

When you apply, you must choose to have your premiums allocated in any
combination to one or more of the Variable Funds and/or the Fixed Account. These
allocations must be in units of 5% and must total 100%.

You may change this allocation at any time free of charge. This change will be
applied to premiums received no later than one week after our Customer Service
Center receives notice.

TRANSFERS BETWEEN FUNDS

You may transfer all or part of your Cash Value between funds, as follows:

- - From any Variable Funds to the Fixed Account.

- - From one Variable Fund to another Variable Fund.

- - From the Fixed Account to one or more Variable Funds.

Transfers FROM THE FIXED ACCOUNT to the Variable Funds are subject to these
limits:

- - Transfers may only be made during the 30-day period after a Policy
Anniversary (this date will be shown in your brochure, and in your
Certificate).

- - Total value of transfers made during this 30-day period each year cannot
exceed 25% of your Cash Value in the Fixed Account as of the Policy
Anniversary.

- - We may place further limits on transfers from the Fixed Account at any
time.

Transfers FROM ANY VARIABLE FUND to the Fixed Account, or between Variable
Funds, may be made at any time. Transfers may be subject to limits as to dollar
amounts, and any limits imposed by the Variable Funds.

You may make up to 12 transfers during a Policy Year (the 12 month period
beginning on a Policy Anniversary). We charge a fee of $25.00 for each transfer
in excess of 12. We have the right to waive this fee in some cases.

-3-
<PAGE> 5
To make a transfer, you must send a written request to our Customer Service
Center (whose address will be shown in your Certificate). Your transfer will be
effective as of the VALUATION DAY on which our Customer Service Center receives
your request in good order.

Before you make a transfer, you should carefully consider:

- - Current market conditions.

- - Each Fund's investment policies.

- - Related risks.

Please see the brief description of each Variable Fund below, and read the
Prospectus of each Fund.

TELEPHONE TRANSFERS

You may make transfers by telephone, if you have given our Customer Service
Center written approval to accept telephone transfers.

To make a telephone transfer, you must call the Customer Service Center and
provide the following information:

- - Your Certificate Number;

- - Your Social Security Number; and

- - Your Personal Information Number (which will be provided when you
authorize telephone transfers).

We will send you a written confirmation within 5 business days. We are not
liable for any losses that result from unauthorized or fraudulent telephone
transactions. We may be liable for these losses if we do not follow these
procedures, which we believe are reasonable.

THE FIXED ACCOUNT

The Fixed Account is not part of the Separate Account. We guarantee the
principal amount and any interest earned under the Fixed Account. We will credit
interest at a rate we specify from time to time. This rate will never be less
than 4%.

THE VARIABLE FUNDS

All Cash Value not placed in the Fixed Account must be invested in one or more
of the Variable Funds, which are described below. Each of the Variable Funds
buys shares of a portfolio of a trust or a corporation which is registered as an
open-end, diversified management investment company under the Investment Company
Act of 1940.

These funds are not the same as, and may not produce the same investment results
as, publicly available mutual funds with similar names. PLEASE READ THE
PROSPECTUS OF EACH VARIABLE FUND BEFORE INVESTING CASH VALUE IN THE FUND.

CIGNA VP MONEY MARKET FUND

The goal of this Fund is to earn high current income and maintain a stable share
price. It invests in high quality, short term money market securities of
different types. It stresses income, preservation of capital, and liquidity. It
does not seek the higher yields or capital appreciation that more aggressive
investments may provide. The Fund's yield varies from day to day, and generally
reflects current short-term interest rates and other market conditions.

FIDELITY VIP II INVESTMENT GRADE BOND PORTFOLIO

This Fund seeks as high a level of current income as is consistent with the
preservation of capital. Its principal investment strategies include:

- - Investing in U.S. dollar-denominated investment-grade bonds.

- - Managing the fund to have similar overall interest rate risk to the Lehman
Brothers Aggregate Bond Index.

- - Allocating assets across different market sectors and maturities.

- - Analyzing a security's structural features, current pricing and trading
opportunities, and the credit quality of its issuer in selecting
investments.

-4-
<PAGE> 6
This Fund is subject to the following principal investment risks:

- - Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

- - Foreign exposure. Entities located in foreign countries can be affected by
adverse political, regulatory, market or economic developments in those
countries.

- - Prepayment. The ability of an issuer of a debt security to repay principal
prior to a security's maturity can cause greater price volatility if
interest rates change.

When you sell your investment of the Fund, they could be worth more or less than
what you paid for them.

FIDELITY VIP II ASSET MANAGER PORTFOLIO

This Fund seeks high total return with reduced risk over the long term. It
allocates its assets among stocks, bonds, and short-term instruments. Its
principal investment strategies include:

- - Allocating the Fund's assets among stocks, bonds, and short-term and money
market instruments.

- - Maintaining a neutral mix over time of 50% of assets in stocks, 40% of
assets in bonds, and 10% of assets in short-term and money market
instruments.

- - Adjusting allocation among asset classes gradually within the following
ranges: stock class (30%-70%), bond class (20%-60%), and short term/money
market class (0%-50%).

- - Investing in domestic and foreign issuers.

- - Analyzing an issuer using fundamental and/or quantitative factors and
evaluating each security's current price relative to estimated long-term
value in selecting investments.

This Fund is subject to the following principal investment risks:

- - Stock market volatility. Stock markets are volatile and can decline
significantly in response to adverse issuer, political, regulatory, market
or economic developments. Different parts of the market can react
differently to these developments.

- - Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

- - Foreign exposure. Foreign markets can be more volatile than the U.S.
market due to increased risks of adverse issuer, political, regulatory,
market or economic developments and can perform differently than the U.S.
market.

- - Prepayment. The ability of an issuer of a debt security to repay principal
prior to a security's maturity can cause greater price volatility if
interest rates change.

- - Issuer-specific changes. The value of an individual security or particular
type of security can be more volatile than the market as a whole and can
perform differently than the value of the market as a whole. Lower-quality
debt securities (those of less than investment-grade quality) can be more
volatile due to increased sensitivity to adverse issuer, political,
regulatory, market or economic developments.

When you sell your investment of the Fund, they could be worth more or less than
what you paid for them.

CIGNA VP S&P 500 INDEX FUND

This 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 it 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.

-5-
<PAGE> 7
"S&P 500" is a trademark of Standard & Poor's Corporation which has been
licensed for our use. This Fund is not sponsored, endorsed, sold or promoted by
Standard & Poor's, which makes no representation as to the advisability of
investing in this Fund.

FIDELITY VIP EQUITY-INCOME PORTFOLIO

This Fund seeks a reasonable income. This Fund will also consider the potential
for capital appreciation. The Fund seeks a yield which exceeds the composite
yield on the securities comprising the S&P 500. Its principal investment
strategies include:

- - Investing at least 65% of total assets in income-producing equity
securities, which tends to lead to investments in large cap "value"
stocks.

- - Potentially investing in other types of equity securities and debt
securities, including lower-quality debt securities.

- - Investing in domestic and foreign issuers.

- - Using fundamental analysis of each issuer's financial condition and
industry position and market and economic conditions to select
investments.

This Fund is subject to the following principal investment risks:

- - Interest rate changes. Interest rate increases can cause the price of a
debt security to decrease.

When you sell your investment of the Fund, they could be worth more or less than
what you paid for them.

AMERICAN CENTURY VP CAPITAL APPRECIATION

This Fund's goal is capital growth. It will seek this by investing mainly in
common stocks that are considered by the Fund managers to have
better-than-average chances of appreciation. It may buy securities only of
companies that have a record of at least three years' continuous operation.

FIDELITY VIP OVERSEAS PORTFOLIO

This Fund seeks long-term growth of capital. Its principal investment strategies
include:

- - Investing at least 65% of total assets in foreign securities.

- - Investing primarily in common stocks.

- - Allocating investments across countries and regions considering the size
of the market in each country and region relative to the size of the
international market as a whole.

- - Using fundamental analysis of each issuer's financial condition and
industry position and market and economic conditions to select
investments.

This Fund is subject to the following principal investment risks:

-6-
<PAGE> 8
- - Foreign exposure. Foreign markets, particularly emerging markets, can be
more volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently than the U.S. market.

When you sell your investment of the Fund, they could be worth more or less than
what you paid for them.

INVESTMENT RISK

We do not guarantee that the investment objective of any of the Funds will be
met. You bear the complete investment risk for your Cash Value invested in any
Variable Fund. Each of the Variable Funds involves investment risk, which varies
greatly among the Variable Funds. You should read each Fund's prospectus with
care, and understand each Variable Fund's risk, before making or changing your
investment choices.

- --------------------------------------------------------------------------------
FUND PERFORMANCE

These tables show actual annualized one-year rates of return for each of the
Variable Funds for the past 7 years; and effective annual rates of return for
each of the Variable Funds for periods ending December 31, 1998. Please note
that past rates of return does not necessarily show future performance.

These tables take into account each Variable Fund's management fee and operating
expenses. These tables do not take into account mortality and expense charges,
monthly insurance charges, or monthly certificate expense charges (see pages
10-12). These charges are, however, taken into account by the illustrations
shown on pages 28-30.

<TABLE>
<CAPTION>
ANNUALIZED RETURN FOR YEAR ENDING 1998 1997 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CIGNA VP Money Market Fund #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP II Investment Grade Bond Portfolio #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP II Asset Manager Portfolio #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
CIGNA VP S&P 500 Index Fund #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP Equity-Income Portfolio #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
American Century VP Capital Appreciation #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP Overseas Portfolio #.##% #.##% #.##% #.##% #.##% #.##% #.##% #.##%
</TABLE>

<TABLE>
<CAPTION>
INCEPTION SINCE 20 15 10 5 1
EFFECTIVE ANNUAL RATE OF RETURN DATE INCEPTION YEARS YEARS YEARS YEARS YEAR
<S> <C> <C> <C> <C> <C> <C> <C>
CIGNA VP Money Market Fund ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP II Investment Grade Bond Portfolio ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP II Asset Manager Portfolio ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
CIGNA VP S&P 500 Index Fund ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP Equity-Income Portfolio ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
American Century VP Capital Appreciation ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
Fidelity VIP Overseas Portfolio ##/##/## #.##% #.##% #.##% #.##% #.##% #.##%
</TABLE>

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

-7-
<PAGE> 9
The shares of each Variable Fund are issued only in connection with qualified
pension and profit sharing plans, variable life insurance policies, and variable
annuity contracts. We do not believe there is any harm to Certificate owners
that the shares are also held in connection with annuities and qualified plans.
However, if a significant and irreconcilable conflict were to occur, a separate
account might withdraw its entire investment in a Variable Fund. This might
force the Variable Fund to sell its portfolio securities at unfavorable prices.

FUND EXPENSES

Each Fund charges a management fee, which is a percentage of that Fund's assets
under management. As of the date of this Prospectus, the annual fees are:

<TABLE>
<CAPTION>
Total
[TO BE UPDATED] Mgmt. Other Annual
Fees Expenses Expense
<S> <C> <C> <C>
CIGNA VP Money
Market Fund ....................................... .35% .15% .50%
Fidelity VIP II Investment
Grade Bond Portfolio .............................. .44% .14% .58%
Fidelity VIP II Asset
Manager Portfolio ................................. .55% .10% .65%
CIGNA VP S&P 500
Index Fund ........................................ .25% .00% .25%
Fidelity VIP Equity-Income
Portfolio ......................................... .50% .08% .58%
American Century VP
Capital Appreciation .............................. 1.00% .00% 1.00%
Fidelity VIP Overseas
Portfolio ......................................... .75% .17% .92%
</TABLE>

[TO BE UPDATED] Part of the brokerage commissions paid by some Fidelity funds
was used to reduce Fund expenses. In addition, some funds have arranged with
their custodian and transfer agent to use interest earned on uninvested cash
balances to reduce custodian and transfer agent expenses. If these reductions
are included, the total operating expenses would have been 0.57% for Fidelity
VIP Equity-Income Portfolio, 0.90% for Fidelity VIP Overseas Portfolio, and
0.64% for Fidelity VIP II Asset Manager Portfolio.

The Investment Advisor for CIGNA VP Money Market Fund and CIGNA VP S&P 500 Index
Fund has agreed to limit total annual expenses to 0.50% and 0.25%, as shown in
the table above. These agreements are voluntary and may end at any time after
May 1, 1999. But for these limits, the total Fund operating expenses for the S&P
500 Index Fund for 1997, not counting expense reimbursements, were .55% of this
Fund's average daily net asset value; total Fund operating expenses for the
Money Market Fund for 1997, not counting expense reimbursements, were 1.11% of
this Fund's average daily net asset value.

For additional information, see each Fund's prospectus.

NEW FUNDS

We may, from time to time, make available additional Variable Funds for the
Policies. We may set limits on investments in these Variable Funds.

SUBSTITUTION OR ELIMINATION OF FUNDS

We may eliminate any Variable Fund, or substitute another Variable Fund, if a
Fund is no longer available for investment by the Separate Account, or if we
believe further investment in that Variable Fund would not be appropriate. The
SEC and state insurance departments must approve the change, and may impose
requirements, including notice.

FUND PARTICIPATION AGREEMENTS

We have entered into agreements with the Variable Funds to make the Variable
Funds available under the Policies. We provide services in connection with the
shares of each Variable Fund held by the Separate Account. In some cases, we may
be paid for these services.

-8-
<PAGE> 10
INVESTMENT ADVISORS

The Investment Companies and their investment advisers are:

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 is the investment adviser to these Funds.

AMERICAN CENTURY VP CAPITAL APPRECIATION is a portfolio of American Century
Variable Portfolios, Inc.

American Century Investment Management, Inc. is the investment adviser to this
Fund.

CIGNA VP S&P 500 INDEX FUND and CIGNA VP MONEY MARKET FUND are portfolios of
CIGNA Variable Products Group.

CIGNA Investments, Inc. is the investment adviser for these Funds.

ELIGIBILITY AND ENROLLMENT

WHO IS ELIGIBLE

The Policy is a Group Policy, which may be issued to an employer, a labor union,
a trustee or some other group eligible under state law. Certificates under the
Group Policy can be bought by employees or members who are in eligible classes
set forth in the Group Policy.

Certificates may also be available to RETIRED EMPLOYEES, and SPOUSES of
employees or members. Details on who is eligible will be shown in your brochure.
The amounts of coverage that are available will be shown in the brochure.

We will not issue any Certificate to any person if we believe the Policy is not
a suitable investment for that person.

PARTICIPATION REQUIREMENTS

We will not issue any Certificate unless a minimum number or percentage of
eligible persons in the Group apply for insurance. These minimums will be set
before Certificates are offered to employees or members.

PREMIUM PAYMENTS

When you apply for a Certificate, you must choose:

- - How much premiums to pay;

- - How premiums are to be paid; and

- - How your premiums will be allocated to the Variable Funds and/or the Fixed
Account.

Your monthly premium must, when you first apply, be at least enough to cover
your monthly insurance and expense charges. The first premium is due on your
Certificate's effective date.

You may increase your premiums, or make lump-sum premium payments, up to the
limits permitted by the Internal Revenue Code for life insurance policies.

If you have Cash Value, you may reduce premiums or stop them altogether, and
monthly charges will be deducted from your Cash Value. If at any time your Cash
Value is less than the amount needed to pay monthly charges, your Certificate
will LAPSE (terminate) after a grace period.

For employees, premiums are usually paid by payroll deduction. In other cases,
including employees no longer actively at work, direct billing of premiums is
available.

You may also make lump-sum premium payments, which must be at least $25. Unless
we agree, if there is a loan outstanding, any lump-sum premium will first be
used to repay the loan.

-9-
<PAGE> 11
All premiums paid directly are deemed to be received when we actually receive
the payment at our Customer Service Center.

Premiums paid by payroll deduction are deemed to be received when we confirm we
have received a wire transfer to our Group Variable Universal Life premium
account. We must, at least two business days before the wire transfer, receive
the data we require to allocate premiums to individual Certificates. Please note
that payroll deduction may involve delays because of reconciliation by the
employer and coordination of payroll cycles with monthly premium due dates.

Section 7702 of the Internal Revenue Code limits the amount of premiums which
can be paid under flexible premium life insurance policies (see TAX MATTERS,
page 23, for more information). We may refuse to accept any premium if it would
cause the Policy not to qualify as a life insurance policy under Section 7702.
If a premium payment would require you to increase your life insurance coverage
amount in order for the Policy to qualify as a life insurance policy, you must
provide at your expense, and we must approve, proof of good health. Otherwise,
we will return any excess premiums, without interest.

FEES AND CHARGES

PREMIUM CHARGE

All premium payments are subject to a charge which covers state insurance
premium taxes, and federal income taxes under Section 848 of the Internal
Revenue Code (dealing with deferred acquisition costs). This charge will be
stated in the Group Policy but will not be more than 5.00%.

We may choose to waive part of this charge equal to the state premium tax for
any cash value received under a life insurance policy or certificate
underwritten by us or one of our affiliates, which is assigned to us as part of
an exchange of life insurance policies subject to Section 1035 of the Internal
Revenue Code.

State premium taxes vary from state to state and range from 0.00% to 3.00%. A
portion of the premium charge reflects an average of state premium taxes.

MONTHLY INSURANCE CHARGES

We will make a monthly deduction from your Cash Value for the cost of life
insurance and any other benefits provided under the Group Policy. The cost of
life insurance will depend on your age on your last birthday. The cost may also
depend on whether you are a smoker.

The monthly rates at the time you apply for insurance will be shown in the
brochure. These rates may depend on the following risk factors:

- - The Group Policyholder's industry.

- - The number of eligible persons.

- - The age, sex and occupation of the eligible persons.

- - The prior claim experience of group life insurance plans sponsored by the
Group Policyholder.

- - Expenses of the Group Policy, including commissions to agents or brokers.

- - Our prior claim experience under the Group Policies.

- - Other factors which we believe affect our risk under the Group Policy.

We may change these rates from time to time. However, the monthly cost of life
insurance (not including other benefits) will never exceed the maximum rates
shown below. These guaranteed maximum rates are based on 150% of the 1980
Commissioners Standard Ordinary Male Mortality Tables, Age Last Birthday.

1. If the Group Policy provides for the SAME RATES FOR SMOKERS AND
NONSMOKERS, the rates will not exceed these rates (based on attained age,
per $10,000 per month):

-10-
<PAGE> 12
<TABLE>
<S> <C> <C> <C> <C> <C>
22 #.## 50 #.## 78 #.##
23 #.## 51 #.## 79 #.##
24 #.## 52 #.## 80 #.##
25 #.## 53 #.## 81 #.##
26 #.## 54 #.## 82 #.##
27 #.## 55 #.## 83 #.##
28 #.## 56 #.## 84 #.##
29 #.## 57 #.## 85 #.##
30 #.## 58 #.## 86 #.##
31 #.## 59 #.## 87 #.##
32 #.## 60 #.## 88 #.##
33 #.## 61 #.## 89 #.##
34 #.## 62 #.## 90 #.##
35 #.## 63 #.## 91 #.##
36 #.## 64 #.## 92 #.##
37 #.## 65 #.## 93 #.##
38 #.## 66 #.## 94 #.##
39 #.## 67 #.## 95 #.##
40 #.## 68 #.## 96 #.##
41 #.## 69 #.## 97 #.##
42 #.## 70 #.## 98 #.##
43 #.## 71 #.## 99 #.##
</TABLE>

2. If the Group Policy provides for different rates for smokers and
nonsmokers, the rates for NONSMOKERS will not exceed these rates (based
on attained age, per $10,000 per month):

3. If the Group Policy provides for different rates for smokers and
nonsmokers, the rates for SMOKERS will not exceed these rates (based on
attained age, per $10,000 per month):

- 11 -
<PAGE> 13
Monthly charges for insurance are due on the first day of each month. These
charges are deducted pro rata from each Fund and from the Fixed Account.

MONTHLY CERTIFICATE EXPENSE CHARGES

We will make a monthly deduction from your Cash Value for a Certificate
administrative charge. This charge covers the cost of premium billing and
collection, Certificate value calculation, transaction processing, periodic
reports and other expenses.

This charge will vary depending on the Group Policyholder, including the number
of eligible persons and the expected costs of administering the Certificates
under the Group Policy.

We may change the monthly administrative charge. However, this charge will not
exceed:

- - $6.00 per month, for Certificates having Cash Value (net of loans) of
more than zero but not more than $10,000.

- - $5.00 per month, for Certificates having no Cash Value, or having Cash
Value (net of loans) of more than $10,000.

Monthly administrative charges are due on the first day of each month. These
charges are deducted pro rata from each Fund and from the Fixed Account.

DAILY CHARGES ON FUND BALANCES

We make a daily charge on Fund balances to cover mortality and expense risks.
This charge is currently 0.45% per year. We may change this charge from time to
time, but it will never be more than 0.90% per year.

This charge pays us for the risks that:

- - The group insured will, on average, live for shorter periods of time
than we estimated.

- - The cost of issuing and administering Certificates may be more than we
estimated.

We assume the risk that the actual costs and assumed risks will be more or less
than this charge.

Each Fund makes a daily charge for management fees. These charges will affect
the investment results for the Fund. These charges are shown above under FUND
EXPENSES.

TRANSACTION FEES

A fee of $25.00 is charged for the following transactions:

- - A full surrender of your Certificate.

- - A partial surrender of your Certificate.

- - Each transfer of Cash Value between Funds, in excess of 12 transfers
per Policy Year.

We may waive this fee in some cases. This will depend on the nature of the
Group, including the number of insured persons and the expected costs of
administering the Group Policy.

TERMINATION, REINSTATEMENT
AND CONVERSION

TERMINATION OF THE GROUP POLICY

Either we or the Group Policyholder may terminate the Group Policy at any time
on 60 days' written notice to the other. We may agree with the Group
Policyholder that the Group Policy may not be terminated for a minimum period of
time.

We may agree with the Group Policyholder to change the terms of the Group
Policy. We may also change insurance and expense charges at any time. This will
be subject to the limits shown in this Prospectus.

If the Group Policy is terminated, your coverage will end, except where the
Group Policy provides for PORTABILITY (described below).

TERMINATION OF EMPLOYMENT OR MEMBERSHIP

Coverage under the Group Policy is only available to employees or members who
are in an eligible class described in the Group Policy. If you are no longer in
an eligible class, your coverage will end, except where the

- 12 -
<PAGE> 14
Group Policy provides for PORTABILITY (described below).

PORTABILITY

If you have more than $250.00 of Cash Value (net of any loans), you may choose
to keep your Certificate in force if the Group Policy is terminated, or if you
are no longer in an eligible class.

The Group Policy may also provide that Certificates may be kept in force if you
are no longer eligible for these reasons:

- - Retirement.

- - Leave of absence.

- - Termination of employment.

If the Group Policy permits issuing Certificates to spouses of employees or
members, the Group Policy may also provide that Certificates may be kept in
force of your spouse is no longer eligible for these reasons:

- - Termination of your employment.

- - Your death.

- - Divorce.

The Group Policy may also provide that Certificates may be kept in force if the
Group Policy is terminated. This will not apply to persons who are eligible to
be insured under a replacement group policy.

MONTHLY INSURANCE AND ADMINISTRATIVE CHARGES MAY BE HIGHER for persons who
choose to keep their Certificates in force under these provisions. These charges
will not, however, be higher than the guaranteed maximum charges shown in this
Prospectus.

CONVERSION PRIVILEGE

If your Certificate terminates for any reason other than lapse or surrender, and
if you are not eligible to keep your Certificate in force under the above
PORTABILITY provisions, then you may obtain an individual life insurance policy.

This converted life insurance policy will:

- - Be on a form of life insurance we are then offering to persons of your
age, in the amount for which you are applying.

- - Not be term life insurance.

- - Not include disability or other extra benefits.

The amount of converted life insurance will not exceed the lesser of:

- - Your life insurance coverage amount under the Group Policy, minus any
group life insurance for which you become eligible within 31 days of
termination.

- - $10,000, if you convert because the Group Policy is terminated, or
amended so that you are no longer eligible.

If your coverage ends because the Group Policy is terminated, or amended so that
you are no longer eligible, you may not convert unless you have been insured
under the Group Policy for at least three years.

To convert, you must apply to our Customer Service Center within 31 days of
termination, and pay the required premium. You do not need to provide proof of
good health.

- 13 -
<PAGE> 15
FULL SURRENDERS

You may surrender your Certificate at any time by returning the Certificate,
with a written and signed request for a full surrender, to our Customer Service
Center. We will pay your Cash Value, as of the Valuation Day on which the
surrender is received in good order, minus:

- - A surrender charge of $25.00, during the first 20 Policy Years.

- - Any outstanding policy loan balance.

You may also make a partial surrender (see PARTIAL SURRENDERS on page 21 for
details).

LAPSE

If there is not enough Cash Value to cover a monthly insurance or administrative
charge, your Certificate will terminate (lapse), unless you make a payment
within the grace period provided in the Group Policy. We will notify you at
least 61 days before the end of the grace period.

REINSTATEMENT

If your Certificate lapses, you may apply to have it reinstated at any time up
to three years after the date of lapse. We may require you to provide proof of
good health at your expense. We may also require you to pay insurance and
expense charges for two months prior to the date of reinstatement, plus interest
from the date of lapse.

Reinstatement will be effective when we approve your application and proof of
good health. This effective date will apply for purposes of the suicide and
incontestability provisions of the Group Policy.

If your coverage lapses while you are on a leave of absence covered by the
Family and Medical Leave Act, or Uniformed Services Employment and Re-employment
Rights Act, you may reinstate your Certificate within 31 days of your return to
work, without providing proof of good health.

LIFE INSURANCE BENEFITS

When you apply, you must choose an amount of life insurance coverage as follows.
The choices will depend on the terms of the Group Policy, as agreed to by the
Group Policyholder, and are subject to the following:

- - The coverage amount will be a multiple of your annual compensation.

- - The coverage amount will not be less than $10,000.

- - The coverage amount will not be more than the lesser of 10 times your
annual compensation, or a fixed amount.

- - Amounts and choices may be limited by state law.

GUARANTEED ISSUE AMOUNTS

If you apply for insurance during the open enrollment period, we and the Group
Policyholder may allow you (and your family members, if eligible) to buy a
certain amount of life insurance coverage (the GUARANTEED ISSUE Amount) without
answering health questions or providing proof of good health.

The open enrollment period will be agreed to by us and the Group Policyholder
and will be at least 31 days.

PROOF OF GOOD HEALTH

You will be required to provide proof of good health:

- - If you apply for more life insurance than the Guaranteed Issue Amount.

- - If you apply for an increase in your life insurance coverage amount.

- - If you apply for insurance after the end of the open enrollment period.

EFFECTIVE DATE OF COVERAGE

If you apply during the open enrollment period, the coverage you apply for (up
to the Guaranteed Issue Amount) will begin on the later of:

- - The date you become eligible; and

- - The date your application is received at our Customer Service Center.

- 14 -
<PAGE> 16
Coverage will not begin until we approve your application and proof of good
health, in these cases:

- - Any amount of coverage that exceeds the Guaranteed Issue Amount.

- - Any request to increase your amount of coverage.

- - Any application not received within 31 days after you first become
eligible.

If you are not actively at work on the date your coverage would otherwise begin,
your coverage will not begin until the date you return to work.

If your spouse is disabled, or if your spouse or child is confined in a hospital
or confined at home under medical care, that person's coverage will not begin
until that person is no longer disabled or the confinement ends.

If coverage is delayed more than 90 days due to these conditions, you will need
to make a new application and provide proof of good health.

CHANGING THE COVERAGE AMOUNT

You may change your life insurance coverage amount by making a request in
writing to our Customer Service Center.

You must provide proof of good health to increase life insurance coverage,
except in these cases:

- - Increases under the Automatic Increase Option, if provided for in the
Group Policy.

- - If the Group Policy provides, an increase of one times your annual
compensation made within 31 days of a qualifying Life Status Change, as
defined in the Group Policy.

You may also decrease your life insurance coverage amount. You may not decrease
the coverage amount below $10,000 (or a lower amount, if required by state law).
You may not decrease your coverage amount below the lowest amount which will
meet the definition of a Life Insurance Policy under Section 7702 of the
Internal Revenue Code (See TAX MATTERS, page 23).

AUTOMATIC INCREASE OPTION

If the Group Policy provides an Automatic Increase Option, and if you choose
this feature, your life insurance coverage will be increased on each Policy
Anniversary to reflect increases in your compensation since the last Policy
Anniversary. You do not need to provide proof of good health. There may be
limits on the amount or percentage of any increase. This feature will terminate
if you change your coverage amount to an amount which is not a multiple of your
compensation.

LIFE INSURANCE DEATH BENEFIT

If you die, we will pay a life insurance benefit to your beneficiary. This
benefit will be the total of:

- - Your life insurance coverage amount.

- - Your Cash Value, as of the date of death.

The life insurance benefit will be reduced by any Accelerated Payment Benefit
that has been paid.

We will pay the death benefit in a lump sum within 7 days after we receive, at
our Customer Service Center, due proof of death and other information to confirm
that the claim is covered. Payment may be delayed if:

- - The proper beneficiary cannot be identified or located.

- - The beneficiary is a minor or not able to give a valid release.

- - The Certificate is being contested due to misstatements on the
application, or other valid reasons.

- - A release needs to be received from any tax authority.

- - Any other reason that would prevent timely payment of the benefit.

Interest will be paid if we believe it is required by state law.

- 15 -
<PAGE> 17
The life insurance benefit will never be less than the MINIMUM AMOUNTS shown in
the Table below. If the amount shown in the table below is more than the total
of your life insurance coverage amount and your Cash Value, we may do any of the
following:

- - Require you to increase your life insurance coverage amount, and
provide proof of good health.

- - Require you to surrender some of your Cash Value.

- - Refuse to take premium payments.

<TABLE>
<CAPTION>
AGE PERCENT AGE PERCENT AGE PERCENT
AT OF CASH AT OF CASH AT OF CASH
DEATH VALUE DEATH VALUE DEATH VALUE
<S> <C> <C> <C> <C> <C>
0-40 250% 54 157% 68 117%
41 243% 55 150% 69 116%
42 236% 56 146% 70 115%
43 229% 57 142% 71 113%
44 222% 58 138% 72 111%
45 215% 59 134% 73 109%
46 209% 60 130% 74 107%
47 203% 61 128% 75-90 105%
48 197% 62 126% 91 104%
49 191% 63 124% 92 103%
50 185% 64 122% 93 102%
51 178% 65 120% 94 101%
52 171% 66 119% 95-99 100%
53 164% 67 118%
</TABLE>

MISSTATEMENT OF AGE

If a person's age has not been correctly reported, all benefits will be adjusted
to equal the benefits that would have been provided, based on the person's
correct age and the amount of insurance charges paid.

SUICIDE

If you commit suicide within two years of the effective date of your
Certificate, the death benefit will not be paid. Instead, we will refund all
premiums that were paid, minus:

- - Any Policy loan amount; and

- - Any partial surrender payments made.

THE BENEFICIARY

The life insurance death benefit is paid to your beneficiary. You must choose a
beneficiary when you apply for a Certificate.

You may change the beneficiary at any time prior to your death. Unless the
existing beneficiary is an irrevocable beneficiary, you do not need the
beneficiary's consent. The change must be in writing, must be signed by you (or
by the Owner, if you have assigned your Certificate), must be in a form
acceptable to us, and must be recorded by our Customer Service Center. A change
of beneficiary will be effective on the date it was signed. However, the change
will not affect any payment we make or action we take before the change is
recorded.

Unless you direct otherwise:

- - If a beneficiary dies before you, that beneficiary's share will be paid
to the other beneficiaries.

- - If you choose more than one beneficiary, the beneficiaries will be paid
equal shares.

If there is no beneficiary alive when you die, we will pay:

- - Your spouse, if living.

- - If not, in equal shares to your living children.

- - If there are none, in equal shares to your living parents.

- - If there are none, in equal shares to your living brothers and sisters.

- - If there are none, to your estate.

- 16 -
<PAGE> 18
ADDITIONAL BENEFIT OPTIONS

The benefit options below are available as options for the Group Policyholder.
Depending on the plan chosen by the Group Policyholder, these benefits may be
available or may be included in the Certificates available to you.
There may be an additional charge for these benefits.

ACCIDENTAL DEATH, DISMEMBERMENT AND INJURY

The Group Policy may include one of three Accident Benefit Riders. These riders
pay an additional benefit for death or certain injuries that are caused by an
accident, and from no other cause, within 90 days of the accident, and while
coverage is in force.

The three options are:

1. An additional death benefit equal to the life insurance coverage
amount.

2. The above, plus a benefit (equal to a percentage of the life insurance
coverage amount) for loss of a hand, loss of a foot, total loss of
sight in an eye, or loss of the thumb and index finger of the same
hand.

3. The above, plus a benefit (equal to a percentage of the life insurance
coverage amount) for total loss of speech, total loss of hearing,
paraplegia, hemiplegia or quadriplegia.

If an accident results in more than one loss, the additional benefit will not be
more than the life insurance coverage amount.

The Group Policy may provide that this benefit is available to your family
members as well.

This benefit is subject to EXCLUSIONS which are contained in the Certificate,
and which will be described in the brochure.

WAIVER OF CHARGES DUE TO DISABILITY

The Group Policy may provide that some charges will not be deducted if you
become totally disabled before reaching age 60, and remain totally disabled for
the number of months (at least six but not more than 12) required by the Group
Policy.

If the Group Policy provides this benefit, these charges will not be deducted:

- - Your monthly charge for life insurance.

- - Your monthly Certificate administrative fee.

- - Any premiums for child life insurance. (You may not add child life
insurance after you have become disabled.)

Any of these charges deducted after you became totally disabled will be
refunded. These charges WILL continue to be deducted:

- - Any charges on account of premiums paid after you become disabled.

- - Any charge for life insurance for your spouse.

- - Any charge for additional benefits.

You must provide proof that you are totally disabled:

- - Not more than 12 months after you first become disabled.

- - After that, whenever we ask for proof, but not more than once a year
after two years.

We must also receive proof, within 12 months of your death, that you were
totally disabled through the date of your death.

You will be deemed totally disabled if you cannot do any work for wage or
profit, due to sickness or injury.

You may not increase your life insurance coverage amount while charges are being
waived.

Waiver of charges will end if:

- - You reach age 65.

- - You fail to provide proof of disability when we request.

- - You surrender your Certificate.

- 17 -
<PAGE> 19
PAID-UP LIFE INSURANCE

The Group Policy may allow you to use all or part of your Cash Value (less any
loan amount) to buy paid-up life insurance under a separate policy. The premium
for paid-up life insurance will be based on the guaranteed maximum cost of
insurance under the Group Policy, and the minimum guaranteed rate of interest
for the Fixed Account.

You do not need to provide proof of good health. Your life insurance coverage
amount under the Group Policy will be reduced by the amount of paid-up life
insurance you buy.

ACCELERATED DEATH BENEFITS

The Group Policy may provide for one or more of the following three options:

1. A lump sum benefit of up to 60% of your life insurance coverage amount,
if you become TERMINALLY ILL. At least two physicians (not affiliated
with each other) must certify that you are expected to live less than
12 months. We may require other medical proof that you are terminally
ill.

2. A benefit for confinement in a NURSING CARE OR CUSTODIAL CARE FACILITY.

To receive this benefit, you must:

- Have an IMPAIRMENT, as defined in the Group Policy (this
generally means the inability to perform two or more defined
activities of daily living, or disability due to Alzheimer's
Disease or similar conditions).

- Be confined for at least 90 days in a NURSING CARE OR
CUSTODIAL CARE FACILITY, as defined in the Group Policy.

- Provide certification by two physicians (not affiliated with
each other) that you are expected to need confinement for the
rest of your life.

This benefit will be paid either as:

- A lump sum benefit of up to 60% of your life insurance
coverage amount; or

- Up to 30 monthly payments of 2% of your life insurance
coverage amount.

3. A lump sum benefit of up to 60% of your life insurance coverage amount,
if you are diagnosed with one or more of the following SPECIFIED
DISEASES, as defined in the Group Policy:

- Life threatening cancer.

- Heart attack.

- Kidney failure.

- Stroke.

- Organ transplants.

- Acquired Immune Deficiency Syndrome (AIDS).

A physician must certify the diagnosis. We may require other medical
proof.

Only one of these three benefits may be claimed. This benefit will end when one
of the benefits is paid. Your life insurance coverage amount will be reduced by
the amount of this benefit paid.

SEAT BELT BENEFIT

The Group Policy may provide for an extra benefit of 10% of your life insurance
coverage amount (but not more than $10,000) if you die as a result of an
accident while driving or riding in a private passenger car and properly wearing
your seat belt. Proper use of the seat belt must be certified in the official
accident report.

- 18 -
<PAGE> 20
LIFE INSURANCE FOR FAMILY MEMBERS

The Group Policy may include life insurance coverage options for your spouse and
dependent children. These options may include:

- - The option for your spouse to buy his or her own variable life
insurance Certificate (including the right to build Cash Value in the
Variable Funds and/or the Fixed Account).

- - The option for you to buy term life insurance coverage on your spouse.

- - The option for you to buy term life insurance coverage on your
dependent children.

Eligibility requirements for children will be set forth in the Group Policy, and
may include:

- - Age limits (including a higher age limit for full time students or
handicapped children).

- - A requirement that the child be unmarried.

- - A requirement that the child be dependent.

Life insurance coverage for spouses will be subject to these limits:

- - Coverage may not exceed three times your annual compensation.

- - Coverage may not exceed $100,000.

- - Coverage may be subject to lower limits under state law.

Term life insurance coverage on a spouse or dependent child will end when:

- - The spouse or child is no longer eligible.

- - Your Certificate terminates.

- - You choose to terminate the coverage.

- - A spouse or child chooses to buy a variable life insurance Certificate
(if permitted by the Group Policy).

CASH VALUE FEATURES

HOW YOUR CERTIFICATE IS VALUED

Your Cash Value consists of the total value invested in all of the Variable
Funds and in the Fixed Account.

When premiums are allocated to one of the Variable Funds, UNITS of the Variable
Fund are BOUGHT at the UNIT VALUE of the Variable Fund as of the current
VALUATION DAY.

When monthly deductions, surrenders and transfers are made, or when transaction
fees are charged, UNITS of the Variable Fund are SOLD at the UNIT VALUE of the
Variable Fund as of the current VALUATION DAY.

VALUATION DAY means any day on which the New York Stock Exchange is open, other
than any day on which the Exchange is restricted, or a day on which the SEC has
determined that an emergency exists which prevents valuing or trading
securities. All valuations shall be made as of the close of trading on a
Valuation Day (currently 4:00 p.m., Eastern Time).

The UNIT VALUE of each Variable Fund will increase or decrease based on the
investment performance of the Variable Fund. The Unit Value as of each Valuation
Day is equal to the Unit Value as of the last Valuation Day, multiplied by the
INVESTMENT FACTOR, which measures the Variable Fund's investment performance
(net of expenses) since the last Valuation Day.

The INVESTMENT FACTOR as of each Valuation Day is figured as follows:

1. The Net Asset Value per share of the Variable Fund as of the Valuation
Day;
plus
2. The per-share amount of any distribution declared by the Variable Fund,
if the "ex-dividend" date is after the last Valuation Day (and we will
reinvest any distribution in shares of the Variable Fund);
minus

- 19 -
<PAGE> 21
3. The per-share amount of any taxes imposed on the Separate Account since
the last Valuation Day;
minus

4. The Daily Charge on Fund Balances for mortality and expense risks,
multiplied by the number of days since the last Valuation Day;
divided by

5. The Net Asset Value per share of the Variable Fund as of the last prior
Valuation Day.

As of each Valuation Day, your Cash Value invested in each Variable Fund equals
the number of Units multiplied by the Unit Value.

Your Cash Value in the FIXED ACCOUNT as of each Valuation Day is figured as
follows:

1. Cash Value in the Fixed Account as of the last Valuation Day;
minus

2. Charges deducted from the Fixed Account, and transfers and surrenders
from the Fixed Account, since the last Valuation Day;
plus

3. Interest at the current interest rate on the difference between (1) and
(2);
plus

4. Transfers into, and premiums allocated to, the Fixed Account since the
last Valuation Day.

Your Cash Value in the Fixed Account is guaranteed. However, there is no
guarantee that the Cash Value in the Variable Funds will equal or exceed the
premiums allocated to the Variable Funds.

We will provide you, at least annually, with a report which shows:

- - The number of Units of each Variable Fund credited to your Certificate.
- - The current Unit Value for each Variable Fund.
- - The Cash Value in each Variable Fund.
- - The Cash Value in the Fixed Account.
- - The amount of any outstanding loans.

You may obtain this information daily from our Customer Service Center.

POLICY LOANS

You may obtain a loan from us at any time. Each loan must be for at least
$250.00. The total of all loans may not exceed 90% of your Cash Value. We will
require you to sign a loan agreement which assigns your Certificate to us as
security for the loan.

We will charge Interest on the loan at an annual rate of 8%. Payment of interest
is due on each Policy Anniversary, or when your Certificate is terminated or
surrendered. If you do not pay interest within 30 days of the Policy
Anniversary, we will add it to the loan, as of the Policy Anniversary.

When you obtain a loan, or when interest is added to your loan, we will withdraw
Cash Value equal to the amount loaned from your Cash Value and place it in a
special Loan Account. Unless you direct otherwise in writing, we will make these
withdrawals from each Variable Fund in which your Cash Value is invested, and
from the Fixed Account, pro rata based on your Cash Value. We will credit
interest to this Loan Account at an effective annual rate of at least 6%.

If your Certificate terminates for any reason, including surrender, lapse, death
or termination of the Group Policy, we will use the amount in the Loan Account
to repay the loan. If the amount of the loan is greater than the value of the
Loan Account, we will reduce the death benefit or surrender amount by the
difference.

When you repay all or part of any loan, we will transfer the amount of the
repayment from the Loan Account to the Variable Funds and the Fixed Account,
based on the premium allocation percentage then in force.

- 20 -
<PAGE> 22
A loan, whether or not it is repaid, will affect the death benefit and the Cash
value. This is because the investment results of the Variable Funds and the
Fixed Account only apply to the non-loaned part 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 Variable Funds or the Fixed Account while the loan is
outstanding, this effect could be favorable or unfavorable.

PARTIAL SURRENDERS

You may make a partial surrender of your Cash Value at any time by making a
written request to our Customer Service Center. The amount of the partial
surrender may not be more than 90% of your Cash Value (net of any loan amount),
and may not be less than $250.00. A $25.00 transaction fee will be charged, for
partial surrenders during the first 20 Policy Years.

Unless we agree otherwise, the amount surrendered and the transaction charge
will be deducted pro rata from each Fund in which you have Cash Value.

A partial surrender will not reduce your life insurance coverage amount. Since
it reduces your Cash Value, however, it will reduce the death benefit.

OTHER IMPORTANT PROVISIONS

DEFERRAL OF PAYMENT

We may defer the payment of any amount from a Variable Fund:
- - When the New York Stock Exchange is closed;
- - When required by the Securities and Exchange Commission.

We may defer the payment of any amount surrendered from the Fixed Account for up
to six months. If required by law, we will pay interest.

FIXED BENEFIT POLICY EXCHANGE

If required by state law, you may exchange your Certificate for a certificate
under a fixed benefit Group Universal Life Insurance Policy, within 18 months of
your Certificate effective date. This certificate will bear the same effective
date as your Certificate under this Policy. If available, the certificate will
include any additional benefits provided to you under your Certificate under
this Policy. Your Certificate's Cash Value as of the date of the exchange will
be transferred to the fixed benefit certificate.

ASSIGNMENT

You may transfer all of your rights under your Certificate to any other person,
while you are living, by making a written assignment, in a form acceptable to
us. The person to whom you assign your Certificate will become the owner of the
Certificate, and will have the power to exercise all rights and receive all
benefits provided by the Certificate.

We will not be bound by any assignment until we receive and record it at our
Customer Service Center. We are not responsible for the validity of any
assignment. We may refuse to record any assignment where we believe:

- - The assignment would not be permitted by law; or
- - The assignment would increase our duties or risks.

MISREPRESENTATIONS

We issue Certificates in reliance on the statements you make in your
application, and on any proof of good health that you provide. We may rescind
your Certificate, to the extent permitted by law, if the information on which we
relied is incorrect.

No statement will be used to rescind your Certificate or deny a claim, unless
you die within two years of your Certificate effective date.

- 21 -
<PAGE> 23
If your life insurance coverage amount was increased, or if your Certificate was
reinstated, no statement will be used to contest the increase or the
reinstatement, unless you die within two years of the effective date of the
increase or reinstatement.

STATE VARIATIONS

The terms of the Policy may vary from state to state, due to the requirements of
state law.

NONPARTICIPATING POLICIES

The Group Policy is a nonparticipating policy, and is not entitled to share in
our surplus or profits.

DOLLAR COST AVERAGING

If you have Cash Value of at least $3,000 in the CIGNA VP Money Market Fund, you
may choose to take part in this program. Under this program, Cash Value is
reallocated between the Variable Funds every month. This may reduce the impact
of market fluctuations, when compared to making reallocations less frequently.
Since the same dollar amount is transferred each month, more Units of each
Variable Fund are bought if the Unit Value is low, and fewer are bought if the
Unit Value is high. As a result, over the long term, a lower average cost per
unit may be obtained. This plan allows you to take advantage of market
fluctuations, while reducing the risk of short term price fluctuations. However,
it does not guarantee a profit, or protect against a loss in declining markets.

To elect this program, you must request a Dollar Cost Averaging Election Form
and return it to our Customer Service Center. This program will begin with the
first month after your completed form is received, as long as you have at least
$3,000 in the CIGNA VP Money Market Fund.

All Dollar Cost Averaging transfers will take place as of the first Valuation
Day of each month. The minimum amount of any transfer is $25.00. There is no
charge for this program. However, each transfer counts toward the 12 free
transfers between Funds each Policy Year. A fee will be charged for each extra
transfer. We may charge a fee for this service in the future.

Dollar Cost Averaging will end when:

- - The number of transfers requested have taken place.
- - There is not enough Cash Value in the CIGNA VP Money Market Fund to make a
scheduled transfer.
- - We receive your written request to terminate the program.

VOTING RIGHTS

Shareholders of the Variable Funds may have the right to vote those shares at
meetings of shareholders of the Funds. While we are the owner of the shares in
the Separate Account, we will cast our vote as we are directed by the owners of
Certificates. We will do this because we believe it is required by current law.
We may, however, vote the shares in our own right, if at any time we believe it
is permitted by law.

You will receive any appropriate PROXY MATERIALS and reports. We will request
your instructions at least 14 days prior to the shareholder meeting.

We will vote ALL the shares of a Variable Fund owned by the Separate Account (or
abstain from voting) pro rata, based on the written instructions we receive from
Certificate owners. Your voting share will be based on your pro rata number of
Units invested in a particular Variable Fund. This will be figured as of the
record date set by the Variable Fund, which will not be more than 60 days before
the meeting. Your voting share will be figured separately for each Variable Fund
in which you have invested Cash Value. We will vote on the basis of fractional
shares, if necessary.

The Variable Funds do not hold regular meetings of shareholders.

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<PAGE> 24
We may disregard voting instructions received from Certificate owners, if we are
required to do so by state insurance regulators. This may be required if the
vote would change the investment objectives of the Variable Fund:

- - In a way prohibited by state insurance law; or
- - In a way that would harm the Separate Account; or
- - In a way that would result in overly speculative or unsound
investments. This may also be required if the vote is to approve or
disapprove an investment advisory contract for the Variable Fund.

If for any reason we do disregard voting instructions from Certificate owners,
we will include the reasons for this action in the next annual report to
Certificate owners.

TAX MATTERS

Below is a brief summary of federal tax issues affecting the Group Policy. This
summary is based on current federal tax law and regulations, and may be subject
to change if there are any changes in those laws and regulations. This is a
general summary and should not be relied on as tax advice. For specific advice,
please consult a qualified tax advisor.

All Section references below are to the Internal Revenue Code of 1986, as
amended.

QUALIFICATION AS A LIFE INSURANCE POLICY

Section 7702 provides that if certain tests are met, a Policy will be treated as
a life insurance contract for federal tax purposes. We will monitor compliance
with these tests. As a result, the following federal income tax rules should
apply:

- - DEATH BENEFITS should be excluded from the beneficiary's income under
Section 101(a). This includes any CASH VALUE that is paid as part of
the death benefit. This also includes any benefit for accidental death.

- - INCREASES IN CASH VALUE should not be subject to income tax until it is
withdrawn, or until the Certificate terminates.

- - SURRENDERS OF CASH VALUE should be subject to income tax only to the
extent that the total amount received is greater than the total amount
of premiums you have paid for the Certificate. See Section 72(e).

- - POLICY LOAN proceeds should not be subject to tax. However, if your
Certificate LAPSES while a policy loan is outstanding, you will be
subject to income tax to the extent that your Certificate's Cash Value
(including the loan amount) is greater than the total premiums paid.

- - Amounts that you receive while you are TERMINALLY ILL may be excluded
from your income under Section 101(g).

- - Benefits for ACCIDENTAL INJURIES should be excluded from your income
under Section 105(c).

- - Any other benefit which you receive due to INJURY OR SICKNESS may be
excluded from your income under Section 104(a)(3), unless premiums were
paid by your employer and not included in your income. See IRS
Regulations, Section 1.72-15.

MODIFIED ENDOWMENT CONTRACTS

Section 7702A imposes different rules on policies where the total premiums paid
during the first 7 years are more than the premiums that would have been
required for the policy's benefits to be paid-up after seven equal annual
premiums. These policies are known as Modified Endowment Contracts.

If, under this test, a Certificate is a Modified Endowment Contract, these
special rules apply:

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<PAGE> 25
- - Any partial surrender or loan proceeds (including loan proceeds from
another lender to whom you have assigned the Certificate as collateral)
is subject to income tax to the extent your Certificate's Cash Value is
greater than the total premiums paid for your Certificate.

- - Any amount that is subject to income tax under the rule above will also
be subject to a 10% penalty tax, unless you (or your assignee, if you
have assigned your Certificate) are over age 59-1/2 or are disabled.

If your Certificate is not a Modified Endowment Contract based on the premiums
and life insurance coverage amount when it is issued, we will monitor your
premium payments. We will notify you if, as a result of premium payments or
coverage changes, it appears your Certificate will become a Modified Endowment
Contract.

INTEREST ON POLICY LOANS

Interest paid on loans for personal purposes is not deductible. While interest
paid on loans for business purposes may be deductible, there are strict limits
on deducting interest on life insurance policy loans for business purposes. See
Section 264. You should consult a qualified tax advisor before taking a policy
loan for business purposes.

ALTERNATIVE MINIMUM TAX

If a Certificate is owned by a corporation, then the Alternative Minimum Tax
imposed by Section 55 may apply to:

- - All or part of increases in Cash Value.
- - Death benefits.
- - Other distributions.

See Section 56(c)(1) and Section 56(g)(4)(B).

DIVERSIFICATION REQUIREMENTS

Section 817(h) provides that a variable life insurance policy will not enjoy the
favorable tax treatment of a life insurance policy unless the investments of the
Separate Account are adequately diversified. We believe that the Separate
Account meets these requirements.

In 1986, the IRS stated that it might issue guidelines that would cause a policy
to fail to meet these requirements if the Certificate owner has too much control
over the Variable Fund investments. The IRS has not issued any guidelines and we
do not expect that any such guidelines would adversely affect the policies. If
the IRS issues regulations limiting the number of Variable Funds, transfers
among funds, etc., we will take whatever steps we can so that the Policies would
continue to qualify for favorable income tax treatment as life insurance
policies.

TAXATION OF THE COMPANY

We are taxed as a life insurance company under the Internal Revenue Code. Since
the Separate Account is a part of the insurance company, it is not taxed
separately as a regulated investment company under Subchapter M.

We do not expect to incur any federal income tax liability that would be
chargeable to the Separate Account. As a result, we do not impose a charge on
the Separate Account for federal income taxes. We may impose a charge if at any
time we believe that the Separate Account will incur any federal income taxes.

We may also incur state and local taxes, other than premium taxes. At present,
these taxes are not significant. We may, however, impose charges on account of
these taxes if they increase.

PREMIUM TAXES AND DEFERRED ACQUISITION COSTS

In general, all premiums (including lump sum premiums) paid for life insurance
policies are subject to premium tax under state law. These taxes range from 0.0%
to 3.0%.

We are also subject to federal income tax under Section 848 on account of
deferred acquisition costs.

We will recover all or part of these taxes through the PREMIUM CHARGE (see page
8). Part of these taxes may also be recovered through other charges (such as the
monthly cost of insurance).

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<PAGE> 26
OTHER TAX CONSIDERATIONS

All or part of Policy benefits may also be subject to federal estate and gift
taxes, as well as state and local income, estate and inheritance taxes. You
should consult a qualified tax advisor for advice concerning the tax
consequences of buying a Certificate or making transactions under it.

THE INSURANCE COMPANY

Connecticut General Life Insurance Company is a stock life insurance company,
incorporated in Connecticut in 1865. Our Home Office mailing address is
Hartford, Connecticut 06152; telephone (860) 726-6000. We are licensed to sell
group and individual life and health insurance and annuity contracts in all
states, the District of Columbia, Puerto Rico and certain foreign countries. We
are an indirect wholly-owned subsidiary of CIGNA Corporation, Philadelphia,
Pennsylvania, and have other affiliates and subsidiaries which are also in the
business of insurance.

The Policies are sold by independent insurance brokers, general agents, and
registered representatives of broker-dealers who are members of the National
Association of Securities Dealers, Inc. ("NASD").

THE SEPARATE ACCOUNT

We established CG VARIABLE LIFE INSURANCE SEPARATE ACCOUNT A (THE SEPARATE
ACCOUNT) on May 22, 1995 for the purpose of holding shares of the Funds which
support your Cash Value. Under Connecticut law, the income, gains or losses of
the Separate Account are credited to policyholders without regard to our other
income, gains or losses. The Separate Account is protected against claims of our
other creditors, to the extent of our obligations to variable life insurance
policyholders funded by the Separate Account. The result is that the investment
performance of Certificates invested in the Funds depend on the investment
performance of the Funds - and not on the results of our other businesses and
investments.

The Separate Account is registered with the SEC as a unit investment trust under
the Investment Company Act of 1940 and meets the definitions of a "separate
account." The SEC does not supervise the Separate Account or our management or
investments. We do not guarantee the investment performance of the Separate
Account, or of Policies whose Cash Values are invested in the Separate Account.
We have other separate accounts which are registered with the SEC as Unit
Investment Trusts, for the purpose of funding our variable annuity contracts and
other variable life insurance contracts.

We own all the assets of the Separate Account, which we hold as custodian for
the benefit of policyholders whose Cash Values are invested in the Separate
Account. All of our obligations under the Policies are our general corporate
obligations.

We may take the following actions with respect to the Separate Account. We will
take these actions only as permitted by applicable laws, including obtaining any
required regulatory approval.
- - 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 Investment Company Act of 1940, or in any other form permitted by
law,
- - Terminate the registration of the Separate Account under the Investment
Company Act of 1940.
- - Use a committee to manage the Separate Account.
- - Transfer assets in any Fund to another Fund, to other separate
accounts, or to our general account.
- - Take any actions required to comply with the Investment Company Act of
1940, or to obtain and continue any exemptions from that Act..

FINANCIAL RATINGS

We are rated by independent financial rating services, including Moody's,
Standard & Poor's, Duff & Phelps and A. M. Best Company. These ratings are
intended to reflect our financial strength or claims-paying ability.

- 25 -
<PAGE> 27
They are not based on the investment results or financial strength of the
Separate Account. We may advertise these ratings from time to time. We may also
advertise comparisons of currently taxable and tax deferred investments, based
on selected tax brackets, or discuss other investments and general economic
conditions.

DIRECTORS AND OFFICERS

[To Be Inserted]

OTHER MATTERS

AGREEMENTS WITH GROUP POLICYHOLDERS

We may agree with the Group Policyholder to make changes in the terms of the
Group Policy. These changes may include, for example:

- - Agreeing to specific fees and charges. In no case will these fees or
charges be more than the maximum amounts shown in this Prospectus.
- - Agreeing to waive specific fees and charges, in all cases, or only if
certain conditions are met.
- - Extending the time periods for exercising certain rights under the
Group Policy.
- - Agreeing to limit the conditions under which proof of good health will
be required to buy or increase life insurance coverage.
- - Setting forth eligibility requirements for employees or members and
their family members.
- - Other changes permitted by law.

You will be given information concerning the specific terms of your employer's
or union's Group Policy.

DISTRIBUTION OF POLICIES

The Policies will be sold by persons who are licensed as insurance agents or
brokers in the state where the Policy is sold. These agents and brokers will be
registered representatives of broker-dealers who are registered under the
Securities Exchange Act of 1934 and who are members of the National Association
of Securities Dealers ("NASD").

The Policies will be distributed by our principal underwriter, CIGNA Financial
Services, Inc., 900 Cottage Grove Road, Hartford, CT 06152. CIGNA Financial
Services, Inc. is a Delaware corporation organized in 1995. It is the principal
underwriter for our other registered Separate Accounts.

We may pay commissions to agents and brokers in connection with the sale of the
Policies. These commissions will not be more than 20% of premium payments during
the first policy year, and not more than 15% of premium payments after that. We
may also pay commissions based on Cash Value balances. All commissions will be
recovered through the other charges under the Policy.

STATE REGULATION

We are subject to insurance laws and regulations of Connecticut, our home state,
as well as those of other states where we do business. Each year, we file an
annual statement with insurance departments that cover our operations for the
prior year, and our financial condition at the end of the prior year.

State regulation includes periodic review by regulators to determine our
contract liabilities and reserves so the insurance department may certify that
those items are correct. Our books and accounts are subject to insurance
department review at any time, and includes a full examination of our operations
at least every five years by the National Association of Insurance
Commissioners.

This regulation does not involve any supervision of our management or investment
practices or policies.

A blanket bond for $10 million covers all of our officers and employees.

- 26 -
<PAGE> 28
YEAR 2000 COMPLIANCE

Our operations are highly dependent on computer systems. If these systems could
not correctly process dates both before and after the Year 2000, or if these
systems for any reason could not correctly operate starting in the Year 2000,
our operations could be interrupted. This could include the processing of
transactions and other activities related to the Separate Account and the
Policies. This could have a material adverse effect on our results of
operations.

We have modified or replaced our key systems to address this risk. We expect to
complete this work for all remaining systems by the end of 1999. We are using
both our own staff and outside vendors and consultants to meet this timetable.
We do not believe the costs of these efforts will have a material adverse effect
on our financial results.

We do business with third parties (such as employers, banks and administrators)
and rely on data provided by these parties. We also bear credit risks on other
parties, such as entities in which we invest. We are seeking to identify and
correct our risks with respect to the failure of any of these third parties to
be Year 2000 ready. We cannot reasonably estimate the effects of any third party
failures on our financial results.

REPORTS TO CERTIFICATE OWNERS

We will provide you with an annual statement which will show:

- - Your current life insurance coverage amount.
- - Your current death benefit.
- - Your current Cash Value.
- - Your Cash Value after policy loans are taken into account.
- - Premiums paid since the last report.
- - Monthly charges deducted since the last report.
- - Loan activity and interest since the last report.
- - The amount of Cash Value in each Variable Fund, and in the Fixed
Account.

We will also provide you with an annual report including a financial statement
for the Separate Account, as required by the Investment Company Act of 1940.

We will also provide you with a statement of significant transactions, such as:

- - Changes in life insurance coverage amount.
- - Changes in allocations of premium payments to the Variable Funds and/or
the Fixed Account.
- - Transfers among the Variable Funds, or between the Variable Funds and
the Fixed Account.
- - Loans and loan repayments.
- - Termination and reinstatement.

We will mail these reports to you at your last known address.

LEGAL PROCEEDINGS

Neither we nor our Separate Account are involved in, or aware of, any material
lawsuits or administrative proceedings, other than ordinary routine litigation
that is incidental to our business.

CIGNA Financial Services, Inc., the principal underwriter, is not a party to any
material lawsuits of any kind.

EXPERTS

Actuarial opinions regarding taxes on deferred acquisition costs have been
provided by Benjamin Clement, FSA, MAAA, and are contained in the opinion filed
as an exhibit to our Registration Statement, on Mr. Clement's authority as an
expert in actuarial matters.

Legal matters involving the federal securities laws have been reviewed by Jorden
Burt Boros Cicchetti Berenson & Johnson LLP, Washington, D.C.

Legal matters related to the Policies have been reviewed by Michael A. James,
Chief Counsel, CIGNA Group Insurance, Philadelphia, PA 19192, in the opinion
filed as an exhibit to our Registration Statement, given on his authority as an
expert in these matters.

- 27 -
<PAGE> 29
Our consolidated financial statements as of December 31, 1998 and 1997, and for
each of the years included in this Prospectus, have been included in reliance on
the report of Price Waterhouse LLP, independent accountants, given on their
authority as experts in auditing and accounting.

REGISTRATION STATEMENT

We have filed a Registration Statement with the Securities and Exchange
Commission under the Securities Act of 1933, with respect to the Group Policies.
This prospectus does not contain all the information in the Registration
Statement (as amended), and its exhibits. You should refer to the Registration
Statement for more information.

The statements in this Prospectus about the Policy are a summary of the Policy.
The complete terms of the Policy are contained in the Policy which was filed
with the Registration Statement, and the specific terms of the Policy issued to
a particular Group Policy will be contained in that Group Policy, which can be
inspected at the Group Policyholder's offices.

ILLUSTRATIONS

Below are tables which show how Cash Value and death benefits may vary over time
based on investment performance. These tables are based on the following
assumptions:

- - The Certificate was issued at age 40.
- - The life insurance coverage amount is $100,000.
- - There are no optional benefits.
- - The monthly premium is $100.00.
- - There are no premium payments other than the monthly premiums shown in
the tables.
- - There are no policy loans, partial surrenders, or changes in coverage
amount.
- - No premiums are allocated to the Fixed Account.
- - Not more than 12 transfers between Funds are made during a Policy Year.
- - Investment management fees are at an effective annual rate of 0.65% of
Cash Value.
- - No taxes are imposed on the Separate Account.

CURRENT VALUE illustrations are based on the following assumptions:

- - Monthly cost of insurance rates are based on the uniform cost of group
life insurance (Table I) under Section 79 of the Internal Revenue Code,
as of May 1, 1999.
- - Daily charges on Fund balances at an effective annual rate of 0.45%.
- - Premium charges of 3.00% of each premium payment.
- - Monthly certificate expense charges of $3.25 per month for each month
where Cash Value (net of loans) does not exceed $10,000, or $2.20 per
month for each month where Cash Value (net of loans) exceeds $10,000.

GUARANTEED illustrations are based on the following assumptions:

- - Monthly cost of insurance rates are based on the maximum rates
permitted by the Policy.
- - Daily charges on Fund balances at an effective annual rate of 0.90%.
- - Premium charges of 5.00% of each premium payment.
- - Monthly certificate expense charges of $6.00 per month for each month
where Cash Value (net of loans) does not exceed $10,000, or $5.00 per
month for each month where Cash Value (net of loans) exceeds $10,000.

The last 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 each year.

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<PAGE> 30
If investment management fees and other charges against the Funds are taken into
account, the actual rates of return shown in these illustrations would be:

<TABLE>
<CAPTION>
GROSS GUARANTEED
RATE OF CURRENT MAXIMUM
RETURN CHARGES CHARGES
<S> <C> <C>
0% - 1.10% - 1.55%
6% 4.90% 4.45%
12% 10.90% 10.45%
</TABLE>

If you request, we will provide similar illustrations, showing values based on
both current charges and guaranteed maximum charges, based on:

- - Your age;
- - Your requested amount of life insurance coverage;
- - Your requested monthly premium payment.

These illustrations are based on hypothetical rates of return. They are not
intended to show actual past or expected future performance. Actual rates of
return may be more or less than is shown here. Your actual rate of return will
depend on a number of factors, including:

- - Your investment allocations.
- - The actual returns of each Variable Fund.
- - Whether you take Policy loans or make partial surrenders.

ILLUSTRATION BASED ON CURRENT EXPENSE AND MORTALITY CHARGES

[Actual data to be supplied]

<TABLE>
<CAPTION>
END OF POLICY 0% RETURN 6% RETURN 12% RETURN PREMIUMS
POLICY YEAR CASH DEATH CASH DEATH CASH DEATH PLUS 5%
YEAR PREMIUM VALUE BENEFIT VALUE BENEFIT VALUE BENEFIT INTEREST
<S> <C> <C> <C> <C> <C> <C> <S> <C>
1 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
2 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
3 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
4 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
5 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
6 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
7 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
8 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
9 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
10 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
11 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
12 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
13 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
14 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
15 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
16 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
17 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
18 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
19 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
20 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
25 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
30 1,200 #,### ###,### #,### ###,### #,### ###,### #,###
</TABLE>

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<PAGE> 31
ILLUSTRATION BASED ON GUARANTEED MAXIMUM EXPENSE AND MORTALITY CHARGES

[Actual data to be supplied]

FINANCIAL STATEMENTS

Below are the consolidated balance sheets of the insurance company and its
subsidiaries as of December 31, 1998 and 1997, and consolidated statements of
income, retained earnings and cash flow for the years ended December 31,1998,
1997 and 1996.

These financial statements only bear upon our ability to meet our 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 begun operations.

[Financial statements inserted here]

- 30 -