Supplement dated November 3, 1998 to Prospectus Dated May 1, 1998 for
                  Pacific One Variable Annuity ("Prospectus")


APPENDIX A:  STATE LAW VARIATIONS to the Prospectus is amended by replacing the
last paragraph with the following:

For Contracts issued to residents of the state of New Jersey:

The term Annual Charge shall be substituted for the term Annual Fee.

There is no limit on the amount of any Purchase Payment.

We may reject any instruction, Purchase Payment, and/or transfer request if your
instructions are not clear and we cannot determine your allocation instructions
or transfer intentions.

Each partial withdrawal or transfer must be for $500 or more.  We currently
waive these minimum requirements.

Immediately after any allocation to an Investment Option, any transfer, or any
partial withdrawal, your remaining Account Value in any Investment Option must
be at least $500.  We reserve the right to transfer any remaining Account Value
that does not meet such minimum amount to your other Investment Options on a
prorata basis relative to your most recent allocation instructions.

The Guarantee Term provision of the Contract does not reserve our right to offer
Guarantee Terms for durations other than one year.

Under the Transfer and Withdrawal Transaction Fees provisions, we will impose a
$15 fee for each transfer or partial withdrawal in excess of 15 in any Contract
Year.  Any transfer fee will be imposed from the Investment Options(s) from
which the transfer is made on a prorata basis relative to the total amount
transferred.  We currently waive these fees.

At least once a year before the Annuity Date, we will send you a report that
will show the Contract Value and any other information required by law.

We may delay payments or transfers from our general account which are part of
your withdrawal proceeds for up to six months after the requested effective date
of the transaction.

In choosing your Annuity Option, your annuity payments must be a fixed-dollar
amount.  The variable annuity payment option is not available.  In choosing an
Annuity Option, you must submit your Option request to us in writing in a form
provided by us or in another form satisfactory to us.  In the event you do not
choose an Annuity Date or Annuity Option, under the default provisions, your
payments will be in the form of a fixed-dollar annuity.  The Conversion Amount
you apply to an Annuity Option must result in an initial annuity payment of at
least $250.  We will reduce your payment frequency if the first annuity payment
is less than $250.


Form No. PONJ110398