Exhibit 8.25

                                  Amendment to
                        Administrative Services Agreement
                                 by and between
                     American Fidelity Assurance Company and
                      Merrill Lynch Asset Management, L.P.


     American Fidelity Assurance Company (the "Insurer") and Merrill Lynch Asset
Management, L.P. ("MLAM") hereby amend the Administrative Services Agreement
dated as of May 1, 1999 (the "Agreement") as follows:

1.   American Fidelity Securities, Inc., an affiliate of the Insurer ("AFS"), is
     added as a party to the Agreement.

2.   The third "WHEREAS" clause is deleted in its entirety and the following is
     substituted in lieu thereof:

          WHEREAS, the Insurer and the Fund have entered into an Amended and
     Restated Fund Participation Agreement dated May 1, 1999, and amended by
     Amendment dated as of June 17, 2002, providing for the sale of shares of
     the Fund to certain segregated separate accounts of the Insurer (as
     amended, the "Participation Agreement"); and

3.   The seventh "WHEREAS" clause is deleted in its entirety and the following
     is substituted in lieu thereof:

          WHEREAS, AFS desires to be compensated for the services provided to
     the Fund by the Insurer, AFS, and their affiliates; and

4.   The ninth "WHEREAS" clause is deleted in its entirety and the following is
     substituted in lieu thereof:

          WHEREAS, MLAM accordingly would prefer to compensate AFS for the
     administrative services provided to the Fund from its own funds, derived
     from its own sources, including its bona fide profits, rather than request
     that the Fund bear the costs of such compensation:

5.   Section 1 is deleted in its entirety and replaced with the following
     Section 1:

     1.   Administration Expense Payments.

          (a)  MLAM agrees to pay AFS an amount as identified and described on
          Schedule B hereto of that portion of the gross annual investment
          advisory fees paid by the Fund to MLAM attributable to certain
          investments in portfolios of the Fund by separate accounts of the
          Insurer.

          (b)  MLAM shall calculate the payment contemplated by this Section 1
          at the end of each fiscal quarter and will make such payment to AFS,
          without demand or notice by AFS, reasonably promptly thereafter.

6.   Section 2 is deleted in its entirety and replaced with the following
     Section 2:

     2.   Nature of Payments; Cooperation.

          (a)  The parties to this Agreement recognize and agree that MLAM's
          payments to AFS are for administrative services only and do not
          constitute payment in any manner for investment advisory services or
          for costs of distribution of Policies or of Fund shares and are not
          otherwise related to investment advisory or distribution services or
          expenses. The amount of administration expense payments made by MLAM
          to AFS pursuant to Section 1(a) of this Agreement is not intended to
          be, and shall not be deemed to be, indicative of MLAM's bona fide
          profits from serving as investment adviser to the Fund.

          (b)  MLAM shall cooperate with the Insurer and any third-party
          administrator designee of the Insurer in making documentation relating
          to the Fund available to policy holders in electronic form.

7.   Section 6 is amended to add the following:

     (c)  to AFS, at American Fidelity Securities, Inc., 2000 N. Classen
          Boulevard, Oklahoma City, OK 73106-6013, Attention: Marvin Ewy, Vice
          President.

8.   Schedule B to the Agreement is deleted in its entirety and replaced with
     Schedule B, attached hereto.

9.   This Amendment to Administrative Services Agreement may be executed in two
     or more counterparts, each of which shall be an original and all of which
     together shall constitute one instrument.

10.  Capitalized terms not defined herein shall have the meaning given to them
     in the Agreement.


                           [Signature Page to Follow]




                            DATED February 28, 2005.


MERRILL LYNCH ASSET MANAGEMENT, L.P.


By:    DANIEL J. DART
Name:  Daniel J. Dart
Title: Managing Director


AMERICAN FIDELITY ASSURANCE COMPANY     AMERICAN FIDELITY SECURITIES, INC.

By:    JOHN W. REX                      By:    DAVID R. CARPENTER
Name:  John W. Rex                      Name:  David R. Carpenter
Title: President                        Title: President





                                   Schedule B

                      Basis of Fee                       Applicable Rate of Fee
                      ------------                       ----------------------
From the gross annual investment advisory fees paid
by the Fund to MLAM attributable to aggregate            10 basis points (0.10%)
investments in portfolios of the Fund by American
Fidelity Separate Account B and American Fidelity
Separate Account C, of the Insurer related to
insurance contracts sold other than through Merrill
Lynch Financial Consultants, as a percentage of the
average daily net asset value of such investments.