Exhibit 8.7

                AMENDMENT NO. 1 TO SHAREHOLDER SERVICES AGREEMENT

     THIS AMENDMENT NO. 1 TO SHAREHOLDER  SERVICES  AGREEMENT  ("Amendment")  is
made as of  this  6th day of  April,  2001,  by and  between  AMERICAN  FIDELITY
ASSURANCE  COMPANY (the "Company") and AMERICAN CENTURY  INVESTMENT  MANAGEMENT,
INC. ("ACIM").

                                    RECITALS

     WHEREAS, the Company and ACIM are parties to a certain Shareholder Services
Agreement dated February 16, 2001 (the "Agreement"), in which the Company offers
to the public  certain  variable  annuity  contracts and variable life insurance
contracts (the "Contracts");

     WHEREAS, the Company desires to expand the number of American Century funds
made available by the Company to its clients; and

     WHEREAS, the parties now desire to further modify the Agreement as provided
herein.

     NOW,  THEREFORE,  in consideration of the mutual promises set forth herein,
the parties hereto agree as follows:

     1.  Addition of Funds.  The second  "WHEREAS"  clause of the  Agreement  is
hereby deleted in its entirety and the following is substituted in lieu thereof:

               "WHEREAS, the Company wishes to offer as investment options under
          the  Contracts,  VP Balanced Fund, VP  International  Fund, VP Capital
          Appreciation  Fund  and VP  Income  & Growth  Fund,  all of which  are
          currently  available  to the  Company,  and VP  Ultra,  which  will be
          available to the Company for  inclusion in contracts as of May 1, 2001
          (the  "Funds"),  and each of which is a series of mutual  fund  shares
          registered under the Investment  Company Act of 1940, as amended,  and
          issued by the Issuer; and"

     2.  Ratification and Confirmation of Agreement.  In the event of a conflict
between the terms of this  Amendment and the  Agreement,  it is the intention of
the parties that the terms of this  Amendment  shall  control and the  Agreement
shall  be  interpreted  on that  basis.  To the  extent  the  provisions  of the
Agreement  have not been amended by this  Amendment,  the parties hereby confirm
and ratify the Agreement.

     3.   Counterparts.   This   Amendment  may  be  executed  in  two  or  more
counterparts, each of which shall be an original and all of which together shall
constitute  one  instrument.  4. Full  Force  and  Effect.  Except as  expressly
supplemented,  amended  or  consented  to  hereby,  all of the  representations,
warranties,  terms,  covenants  and  conditions  of the  Agreement  shall remain
unamended and shall continue to be in full force and effect. IN WITNESS WHEREOF,
the  undersigned  have executed this  Amendment No. 1 as of the date first above
written.

AMERICAN FIDELITY                  AMERICAN CENTURY
ASSURANCE COMPANY                  INVESTMENT MANAGEMENT, INC.


By:  /s/ JOHN W. REX               By:  /s/ WILLIAM M. LYONS
Name:  John W. Rex                 Name:  William M. Lyons
Title:  President                  Title:  Executive Vice President