Kevin L. Cooney
(513) 651-6712
kcooney@fbtlaw.com

April 25, 2010

Via Email (ruckmanc@sec.gov) and EDGAR

Mr. Craig Ruckman
Office of Insurance Products
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re:		Annuity Investors Variable Account B Comments on Post-Effective Amendments filed pursuant to Section 485(a) in February 2010 Independence Variable Annuity Contract, File No. 333-51955

Dear Mr. Ruckman:

On behalf of Annuity Investors Variable Account B (the “Registrant”), we are hereby submitting responses to the verbal comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) that were provided to the Registrant in a telephone call on April 16, 2010. These comments were made in connection with the filing in February 2010 of a Post-Effective Amendment to the Registration Statement filed pursuant to Rule 485(a) of the Securities Act of 1933, as amended (“1933 Act”), with the following 1933 Act File No. 333-51955 (the “485(a) Filing”).

The Registrant understands that the comments of the Staff, as presented in this letter, are not the legal record of the comments. We have attempted to recite the Staff comments as accurately as possible based on our notes of the April 16, 2010 telephone call.

A copy of the revised prospectus for File No. 333-51955 (“Independence”) the Registrant proposes, which includes changes made in response to the Staff’s comments on the prospectus in the 485(a) Filing, is attached as Attachment A (the “Independence Prospectus”).

201 East Fifth Street, Suite 2200		Cincinnati, Ohio 45202		513.651.6800 • 513.651.6981 fax		www.frostbrowntodd.com

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 2

Response to Staff Comments

1.

General — The Prospectus Supplement: Closed Funds includes a separate set of expense examples. Please confirm supplementally that the additional examples are required to be disclosed to contract owners receiving that supplemental prospectus.

Response:		The examples in the prospectus are based on the expense ratios of portfolios in which currently available subaccounts (“Available Subaccounts”) invest. These examples do not take into account the expense ratios of portfolios in which closed subaccounts (“Closed Subaccounts”) invest. One of the Closed Subaccounts invests in The Timothy Plan Strategic Growth Variable Series portfolio (the “Closed Timothy Portfolio.”). The 2009 expense ratio for the Closed Timothy Portfolio is higher than the expense ratio of any portfolio in which an Available Subaccount invests. Therefore, using the Closed Timothy Portfolio’s expense ratio, we will generate additional examples for a contract with maximum fund operating expenses. We will include these additional examples in the supplemental prospectus pursuant to instruction 21(b) of Item 3 of Form N-4.

2.

General — Please provide a cross-reference in the prospectus to the Prospectus Supplment: Closed Funds that indicates that such supplemental prospectus contains additional expense examples.

Response:		We have included the following cross reference in the prospectus.
		The following investment options are available only to Contract Owners who held Accumulation Units in these Subaccounts on November 30, 2004: AIM V.I. Dynamics Fund Closed Subaccount, Janus Aspen Worldwide Growth Closed Subaccount, The Timothy Plan Conservative Growth Variable Series Closed Subaccount, and The Timothy Plan Strategic Growth Variable Series Closed Subaccount. If you still have funds allocated to one of these closed Subaccounts, please see the supplemental prospectus that accompanies this document for additional examples.

3.

General — The use of multiple continuing supplemental prospectuses fragments the disclosure in some instances. The Staff requests that the Registrant revise the prospectus to incorporate relevant information contained in the continuing supplemental prospectuses, in particular those related to contract riders, into the main prospectus and to reduce the number of continuing supplemental prospectuses associated with the contract.

Response:		The Registrant has eliminated the supplemental prospectus related to the three-year guarantee interest rate option. With respect to the supplemental prospectus related to investment options that are no longer available with the contract, the Registrant will retain this supplemental prospectus and continue

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 3

to distribute it to the limited number of contract owners who have previously allocated funds to such investment options. With respect to the supplemental prospectus related to riders that are no longer available with the contract, the Registrant will retain this supplemental prospectus and continue to distribute it to the limited number of contract owners who purchased contracts with these riders. The Registrant believes that targeted use of these supplemental prospectuses, which is similar to the approach described in the instructions to Item 11 of Form N-1, is appropriate because this approach ensures that affected contract owners receive relevant information and unaffected contract owners are not confused by the receipt of irrelevant information.

4.

General — Please clarify supplementally whether the Annuity Investors Life Insurance Company (the “Company”) has entered into any guarantee or support agreements with third parties to support the Company’s guarantees under the policies.

Response:		The Company has not entered into any guarantees or support agreements with third parties to support any of the guarantees under the contracts.

5.

General — Please confirm supplementally that the contract name on the front of the prospectus is and will continue to be the same as included in the EDGAR Class Identifiers. If they are not the same, please confirm supplementally that they will be made the same by changing either the name on the prospectus or the respective EDGAR Class Identifier.

Response:		The name of the contract on the front of the prospectus is, and will continue to be, the name included in the EDGAR Class Identifier for the contract.

6.

General — Please clarify supplementally if the Registrant qualifies for and intends to rely upon Rule 12h-7 under the Exchange Act, and if so, include a statement to that effect in the prospectus.

Response:		The Registrant does not intend to rely upon Rule 12h-7 under the Securities Exchange Act of 1934.

7.

Expense Tables — Table A — Please convert the descriptive text in the table to table footnotes.

Response:		The Registrant made the requested changes.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 4

8.

Expense Tables — Table A: Contract Owner Transaction Expenses (Loan Interest Spread) — Please clarify in a footnote to Table A and in the Contract Loans section of the prospectus the “maximum loan rate” and the components of the “loan interest spread”. In addition, please include the collateralization requirements for contract loans in the footnote.

	Response:		The narrative text under Loan Interest Spread in Table A was moved to a footnote. The footnote was expanded to include information regarding the collateralization requirements for contract loans, the maximum loan rate of the Company and the components of the loan interest spread.

9.

Expense Tables — Table B — In the Expense Tables: Table B, the prospectus refers to a “standard contract” and an “enhanced contract.” Please confirm supplementally that all persons are being offered both the standard and the enhanced version of the contract. If not, please explain supplementally why the Registrant does not need a separate EDGAR Class Identifier for each and clarify (a) why it is not misleading to include both the standard and enhanced versions in the same prospectus and (b) the legal and factual belief why both are included in the same registration statement. In addition, if both versions are offered to everyone, please refer to them as “versions” in the prospectus, supplement the glossary to distinguish between the versions and add additional disclosure in the prospectus to distinguish between the versions.

	Response:		The Registrant has revised the prospectus to refer to the “individual version” and “group version” of the contract and have added disclosure to the prospectus to distinguish between the versions. The Registrant sells the contract in both the individual market and the group market. The “individual version” is available to all individuals. The “group version” is available to all groups. The Registrant may waive the administration charge that would otherwise apply to a group contract when it expects to incur reduced expenses in connection with the administration of the contract.

10.

Expense Tables — Narrative Following Table C: Total Annual Portfolio Operating Expenses — In the paragraph discussing the Ibbotson Portfolios following Table C, please add disclosure that the contract holder will effectively be paying the management fees of the “acquired funds.”

Response:		The Registrant has added the requested statement.

11.

Examples — Please make the title for Table B and the description of the applicable fees in the Examples consistent for ease of cross-reference.

Response:		The reference in the first paragraph under the Examples heading of the prospectus was modified to refer to Annual Expenses, which is the same as the title to Table B.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 5

12.

Examples — Why do the example assumptions refer to a “minimum” and “maximum” Separate Account annual expenses if they are the same? If no difference, please remove “minimum” and “maximum” descriptors. Please confirm supplementally that Expense Tables — Table B includes the maximum expense amounts.

Response:		The Registrant confirms that the maximum expense amounts are included in Table B of the Expense Tables. The Registrant revised the descriptions of the examples to remove any references to “minimum Separate Account annual expenses” or “maximum Separate Account annual expenses” in cases where the expenses do not vary.

13.

Overview — What Benefits are Available Under the Contract? — Please add a statement that describes that a withdrawal of Account Value may result in a reduction of the Death Benefit amount by more than the amount of the withdrawal.

Response:		The Registrant has added the requested statement.

14.

Fixed Accounts — Please include a statement that the Fixed Accounts are part of the Company’s general accounts.

Response:		The Registrant has added the requested statement.

15.

Charges and Deductions — In the opening paragraph, please add a cross-reference to the Automatic Transfer Programs.

Response:		The Registrant has added the requested cross-reference.

16.

Purchase Payments — Please clarify what is intended by the paragraph captioned “1998 Version” in the Purchase Payments section of the prospectus.

Response:		The prospectus relates to two versions of contract—the 2007 version and the 1998 version. The 2007 version is not available in all states. Some provisions in the 2007 version differ from the corresponding provisions in the 1998 version. We have noted these differences throughout the prospectus.

17.

Purchase Payments — Please capitalize the term “Good Order” throughout the prospectus.

Response:		The Registrant has capitalized the term “Good Order” throughout the prospectus.

18.

Purchase Payments — Please add a discussion regarding how Net Investment Factors are determined.

Response:		The Registrant has added a discussion of the Net Investment Factor in the Definitions section of the prospectus.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 6

19.

Purchase Payments — Please clarify whether the amounts allocated to a Fixed Account Option with Guarantee Period are subject to penalty for transfer out of such Fixed Account Option with Guarantee Period prior to the maturity of the guarantee period.

Response:		The Registrant has added disclosure to the Fixed Account section of the prospectus and the Transfers section of the prospectus to clarify that there is no penalty for such transfers prior to the maturity of the guarantee period but that such transfers are limited in amount.

20.

Charges and Deductions — In the Charges and Deductions section, please add a cross reference to the Contract Loans section of the prospectus for a description of loan-related expenses.

Response:		In the Charges and Deductions section of the prospectus, the Registrant has added a brief description of the fees, charges and other costs (e.g., loan interest rate spread) associated with contract loans and a cross-reference to the Contract Loans section of the prospectus.

21.

Accumulation Period — Transfers — Please revise the table on current transfer restrictions that clarifies and distinguished the differences between the Fixed Accumulation Account and the Fixed Account Guarantee Period options that also includes the impact of any restrictions on transfer.

Response:		The Registrant has revised the table on current transfer restrictions.

22.

Contract Loans — Please clarify that the maximum rate charged may be higher if required by a plan administrator or other third party.

Response:		The Registrant added disclosure to the Contract Loans section of the prospectus to address this comment.

23.

Contract Loans — Please clarify if, and if so how, the interest charged on a contract loan is capitalized.

Response:		The Registrant added disclosure to the Contract Loans section of the prospectus to address this comment.

24.

Contract Loans — Please add a statement that clarifies that amounts held in the Fixed Accumulation Account as collateral for a loan may earn less than amounts invested in the other Subaccounts during the same time period.

Response:		This concept is currently explained in the second paragraph in the Contract Loans section of the prospectus. The paragraph includes the following statements: “A loan, whether or not repaid, will have a permanent effect on

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 7

the Account Value of the Contract because the collateral cannot be suballocated to the Subaccounts or the Fixed Account guarantee periods. The longer the loan is outstanding, the greater the effect is likely to be. This effect could be favorable or unfavorable.”

25.

Contract Loans — Please clarify if there are any transfer restrictions imposed on the amounts transferred to the Fixed Accumulation Account as collateral for a contract loan. In addition, are such restrictions still applicable on those amounts in the Fixed Accumulation Account once the loan is repaid? In other words, as the loan is repaid how does the repayment of the loan affect the amounts transferred as collateral to the Fixed Accumulation Account and the ability to transfer such amounts out from the Fixed Accumulation Account?

Response:		The restrictions on transfers to and from the Fixed Accumulation Account do not apply to transfers of collateral into and out of the Fixed Accumulation Account. The Registrant has added disclosure explaining this exception in the Contract Loans section of the prospectus. The Registrant has added disclosure that the amount of collateral required must equal 110% of the outstanding loan and that the contract owner will be permitted to transfer excess collateral out of the Fixed Accumulation Account to the other Subaccounts.

26.

Contract Loans — Please clarify how Purchase Payments are treated while a loan is outstanding and when are they applied to reduce the amount of outstanding loans?

Response:		The Registrant treats Purchase Payments and loan repayments separately. The Registrant has added disclosure that Purchase Payments made while the loan is outstanding are not treated as loan repayments and will not reduce the amount of outstanding loans.

27.

Contract Loans/Annuity Benefit — Please clarify whether there is any restriction on annuitizing the Contract while a loan remains outstanding and whether the Annuity Benefit amount is adjusted as a result.

Response:		The Registrant requires the contract owner to pay all contract loans in full before annuitizing the contract. The Registrant has added disclosure to clarify this requirement.

28.

Death Benefit — Please revise in plain English the language that describes the settlement options available under the contract if the beneficiary in a non-natural person and whether fixed payment settlement options are available when the payee is identified.

Response:		The Registrant has revised the disclosure to indicate that otherwise a Beneficiary that is a non-natural person may only elect a fixed period payment.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 8

29.

Death Benefit — Death Benefit Amount — Please add a statement that describes that a withdrawal of Account Value may result in a reduction of the Death Benefit amount by more than the amount of the withdrawal.

Response:		The Registrant has added the requested statement.

30.

Death Benefit Amount — Please provide examples of the death benefit amounts for the “1998 version” and include the effect of a partial surrender/withdrawal on such amounts.

Response:		The Registrant has added examples describing the available death benefit amounts.

31.

Payment of Benefits — Please provide a discussion concerning the fixed dollar benefits and variable dollar benefits, including (a) what makes each “fixed” versus “variable”, (b) how initial payments are determined and (c) the importance of the assumed investment rate of return used to set the initial payment amounts and how may vary based upon actual performance.

Response:		The Registrant has added a discussion concerning fixed dollar benefits and variable dollar benefits.

32.

Settlement Options — Please clarify that the settlement options are available with respect to both fixed dollar benefits and variable dollar benefits.

Response:		The Registrant has added language to the prospectus that clarifies that both fixed dollar benefits and variable dollar benefits are available for each of the settlement options.

33.

Benefit Payment Period — Settlement Options — Please clarify the impact of the annuitant dying if a settlement option based on a fixed period is elected and that the death of the annuitant if a settlement option based upon a life contingency may result in only a single payment being made.

Response:		The Registrant has added language to the prospectus to explain that (a) if a fixed period settlement option is selected, the death of the annuitant will not impact the payments and that they will continue for the remainder of the period and (b) if the life contingency settlement option is selected, the death of the annuitant may result in only a single payment being made.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 9

34.

Annuity Investors Life Insurance Company — Please clarify that contract owners must rely upon the financial strength of the Company for the payment of claims (including death benefits) and that the Company’s general account will be subject to the claims of the Company’s creditors.

Response:		The Registrant has clarified that contract owners must rely on the financial strength of the Company for the payment of claims (including death benefits) and that the Company’s general account will be subject to the claims of the Company’s creditors.

35.

Appendix B — If true, please add a statement to the effect that the Company has entered into an Information Sharing Agreement with the underlying Portfolios as required by Rule 22c-2 of the 1940 Act.

Response:		The Registrant has added a statement regarding Information Sharing Agreements as required by Rule 22c-2 of the Investment Company Act of 1940.

36.

Appendix B — U.S. Mail Restrictions — In the U.S. Mail Restrictions on Managers of Multiple Contracts section of Appendix B, please disclose the situations where such persons may submit transfer requests other than by mail.

Response:		The Registrant has added the following statement to the prospectus: “The Company may permit a manager of multiple contracts to submit transfer requests other than by mail upon written request if contracts are managed independently rather than in the aggregate. The manager of multiple contracts must provide the Company with sufficient information regarding the management methodology to support the representation that aggregate transfers will not be an intended or unintended consequence of day to day management decisions. The Company will monitor the contracts associated with the grant of any exception and, in the event a pattern of aggregate transactions emerges, again require transfer request via U.S. mail.”

37.

Appendix B — Other Restrictions — Please identify and provide examples of the “unanticipated financial emergencies” where the Company would waive the transfer restriction procedures.

Response:		The Company would consider waiving the transfer restriction procedures in the event of a financial emergency that ameliorates the potential negative investment results that typically results from short-term trading. In other words, if extent economic conditions arise such that the impact of short-term trading is benign or a positive, the Company may allow it.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 10

38.

Prospectus Supplements — Generally — On any continuing supplemental prospectus that includes the statement beginning “If the terms of this prospectus supplement . . .”, please state clearly that all material rights and obligations with respect to the contract and its riders are described in the prospectus.

Response:		The Registrant has deleted the statement identified in this comment from the prospectus supplement.

39.

Prospectus Supplement: Closed Funds — Please confirm supplementally that all changes to the expense and examples sections of the prospectus will also be made to the continuing supplemental prospectus to the extent applicable.

Response:		Changes to the expense and examples section in the prospectus will also be made to the closed fund supplemental prospectus to the extent applicable.

40.

Prospectus Supplement: Guaranteed Minimum Withdrawal Benefit Rider (GMWB) and Guaranteed Lifetime Benefit Rider (GLWB) — Please add an overview section that briefly summarizes the key benefits of each rider and distinguished between the two. Please update the cross-reference to the “Designated Subaccounts” to the proper section of the prospectus.

Response:		The Registrant has added an Overview section after the Supplement to Examples section of the document and has revised the cross-reference to additional information about the Designated Subaccounts.

41.

Prospectus Supplement: Guaranteed Minimum Withdrawal Benefit Rider (GMWB) and Guaranteed Lifetime Benefit Rider (GLWB) — In the discussion of the GMWB, please clarify when the Company may decline to reset the Beneficial Base Amount. In addition, please revise the textual discussion regarding the Roll-up Base Amount and the provided example to clarify how such amount is calculated and that the example is determined in the same manner as described in the narrative.

Response:		The Registrant has added the following text in the Reset Opportunities discussions: “If you do not elect a reset by Written Request on an applicable Contract Anniversary or request automatic resets, we will not reset the Benefit Base Amount even if your Account Value is higher than the Benefit Base Amount on the Contract Anniversary.” In the Rollup Base Amount discussion of the GLWB, the Registrant has included the formulas for calculating the Rollup Base Amount and the Rollup Interest Credit and, after each example, has included a table showing how these amounts were calculated in the example.

Mr. Craig Ruckman
Securities and Exchange Commission
April 25, 2010
Page 11

42.

Prospectus Supplement: Guaranteed Minimum Withdrawal Benefit Rider (GMWB) and Guaranteed Lifetime Benefit Rider (GLWB) — Under the discussion of Reset Opportunities, please clarify if resets are available after the Benefit Start Date.

Response:		Resets are not available after the Benefit Start Date. The Registrant has added a statement to this effect to both Reset Opportunities sections.

43.

Prospectus Supplement: Guaranteed Minimum Withdrawal Benefit Rider (GMWB) and Guaranteed Lifetime Benefit Rider (GLWB) — In the discussion, please revise the Activation of the Rider section to explain that the GMWB may not be activated when the GLWB is in effect (rather than when the GMWB is in effect).

Response:		The Registrant made the requested correction.

     The Tandy representations, executed by the Registrant, are included with this letter as Attachment B.

     The Independence Prospectus, which reflects the applicable revisions discussed above, is included with this letter. They also contain the following updated material:

	•		updated information related the underlying Portfolios
	•		updated information related to the loan interest spread
	•		updated costs in the examples
	•		updated financial information
	•		updated text in the Federal Tax Matters section

     The revised prospectus includes corrections to typographical errors, additional customer service contact information, and clarifying references related to domestic partners.

     Please contact Kevin L. Cooney at (513) 651-6712 or kcooney@fbtlaw.com immediately for responses to any questions or comments.

KLC:jss
cc:         Ms. Karen McLaughlin (via email)

Attachment A

Prospectus for File No. 333-51955

Independence Prospectus

201 East Fifth Street, Suite 2200		Cincinnati, Ohio 45202		513.651.6800 • 513.651.6981 fax		www.frostbrowntodd.com

ANNUITY INVESTORS LIFE INSURANCE COMPANY^®
ANNUITY INVESTORS^® VARIABLE ACCOUNT B
THE COMMODORE INDEPENDENCE^®
INDIVIDUAL AND GROUP FLEXIBLE PREMIUM DEFERRED ANNUITIES
PROSPECTUS DATED MAY 1, 2010

This prospectus describes individual and group flexible premium deferred annuity contracts. The individual contracts and interests in the group contracts are referred to in this prospectus as the “Contracts.” Annuity Investors Life Insurance Company^® (the “Company”) is the issuer of the Contracts. The Contracts are available for tax-qualified and non-tax-qualified annuity purchases. The Contracts offer tax-deferred treatment of earnings, Annuity Benefits, and a Death Benefit. The tax treatment of annuities is discussed in the Federal Tax Matters section of this prospectus. The Contracts offer both variable and fixed investment options.

The variable investment options are Subaccounts of Annuity Investors^® Variable Account B (the “Separate Account”). The Contracts currently offers Subaccounts listed below. Each Subaccount invests in shares of a registered investment company or a portfolio of a registered investment company (each, a “Portfolio”). The Portfolios are listed below.

American Century Variable Portfolios		Invesco Variable Insurance Funds*
-Large Company Value Fund-Class I		-Invesco V.I. Capital Development Fund-Series I Shares
-Mid Cap Value Fund-Class I		-Invesco V.I. Core Equity Fund-Series I Shares
-Ultra® Fund-Class I		-Invesco V.I. Financial Services Fund-Series I Shares
-Vista SM Fund-Class I		-Invesco V.I. Global Health Care Fund -Series I Shares
		-Invesco V.I. High Yield Fund-Series I Shares
Calamos®Advisors Trust		-Invesco V. I. Small Cap Equity Fund-Series I Shares
-Growth and Income Portfolio		-Invesco Van Kampen V.I. U.S. Mid Cap Value Portfolio-Class I
		-Invesco Van Kampen V.I. Value Portfolio-Class I
Davis Variable Account Fund, Inc.
-Value Portfolio		Janus Aspen Series
		-Balanced Portfolio-Institutional Shares
Dreyfus Investment Portfolios		-Enterprise Portfolio-Institutional Shares
-MidCap Stock Portfolio-Service Shares		-Forty Portfolio-Institutional Shares
-Technology Growth Portfolio-Initial Shares		-Janus Portfolio-Service Shares -Institutional Shares
		-Overseas Portfolio-Institutional Shares
The Dreyfus Socially Responsible Growth Fund, Inc.-IS
		Morgan Stanley-The Universal Institutional Funds, Inc.
Dreyfus Stock Index Fund, Inc.-Institutional Shares		-Core Plus Fixed Income Portfolio-Class I
		-Mid-Cap Growth Portfolio-Class I
Dreyfus Variable Investment Funds		-U.S. Real Estate Portfolio-Class I
-Appreciation Portfolio-Initial Shares
-Growth and Income Portfolio-Initial Shares		Oppenheimer Variable Account Funds
-Money Market Portfolio		-Balanced Fund-Non-Service Shares
-Opportunistic Small Cap Portfolio-Initial Shares		-Capital Appreciation Fund-Non-Service Shares
		-Main Street Fund®-Non-Service Shares
Financial Investors Variable Insurance Trust
-Ibbotson Balanced ETF Asset Allocation Portfolio-Class II		PIMCO Variable Insurance Trust
-Ibbotson Conservative ETF Asset Allocation Portfolio-Class II		-Real Return Portfolio-Administrative Class
-Ibbotson Growth ETF Asset Allocation Portfolio-Class II		-Total Return Portfolio-Administrative Class
-Ibbotson Income/Growth ETF Asset Allocation Portfolio-Class II
		Wilshire Variable Insurance Trust
Franklin Templeton Variable Insurance Products Trust		-2015 ETF Fund
-Templeton Foreign Securities Fund-Class 2		-2025 ETF Fund
		-2035 ETF Fund

* The full legal name of Invesco Variable Insurance Funds is AIM Variable Insurance Funds (Invesco Variable Insurance Funds).

2010 Portfolio Changes — The list above and this prospectus reflects the name changes and transactions described below.

	•		On April 19, 2010, the Dreyfus Developing Leaders Portfolio, a series of the Dreyfus Variable Insurance Fund, changed its name to the Dreyfus Opportunistic Small Cap Portfolio.
	•		On May 1, 2010, the AIM portfolios changed their brand name to Invesco. For example, AIM V.I. Capital Development Fund became Invesco V.I. Capital Development Fund.

	•		On May 1, 2010, The Universal Institutional Funds, Inc. changed its brand name from Van Kampen to Morgan Stanley.
	•		On June 1, 2010 or as soon as practical after that date, Van Kampen’s U.S. Mid Cap Value Portfolio and Value Portfolio, which currently are series of The Universal Institutional Funds, Inc., will be merged into AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and change its brand name to Invesco Van Kampen. The list above reflects this anticipated transaction.

The following investment options are available only to Contract Owners who held Accumulation Units in these Subaccounts on November 30, 2004: Invesco V.I. Dynamics Fund Closed Subaccount, Janus Aspen Worldwide Growth Closed Subaccount, The Timothy Plan Conservative Growth Variable Series Closed Subaccount, and The Timothy Plan Strategic Growth Variable Series Closed Subaccount. If you still have funds allocated to one of these closed Subaccounts, please see the supplemental prospectus that accompanies this document for additional examples.

The fixed investment options are provided through the Company’s Fixed Account. The Contracts currently offers the following fixed investment options: the Fixed Accumulation Account option and the Fixed Account One-Year Guarantee option. This prospectus includes information you should know before investing in the Contracts. This prospectus is not complete without the current prospectuses for the Portfolios. Please keep this prospectus and the Portfolio prospectuses for future reference.

A Statement of Additional Information (“SAI”), dated May 1, 2010, contains more information about the Separate Account and the Contracts. The Company filed the SAI with the Securities and Exchange Commission. The SAI is part of this prospectus. The table of contents for the SAI is printed on the last page of this prospectus. For a free copy of the SAI, complete and return the form on the last page of this prospectus, or call us at 1-800-789-6771. You may also access the SAI (as well as all other information regarding the Contracts, the Separate Account or the Company) at the Securities and Exchange Commission’s web site: www.sec.gov. The registration number for the Contracts is 333-51955.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Contract Versions

This prospectus relates to 2 versions of The Commodore Independence^® contract—the 2007 version and the 1998 version.

The 2007 version is not available in all states. To find out which version of the Contract is available in the state where you live, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, 1-800-789-6771.

Some provisions in the 2007 version differ from the corresponding provisions in the 1998 version. We have noted these differences in this prospectus. Please refer to the form number on your Contract or certificate to determine the applicable Contract version.

2007 Version Form Numbers		1998 Version Form Numbers
P 1813206 (individual contract)		A 802 (NQ98)-3 and A 802 (Q98)-3 (individual contracts)
G 2010407 (group contract)		G 802 (99)-3 (group contract)
C 2010507 (participant certificate )		G 802 (99)-3 (participant certificate)

For assistance in identifying the version of the Contract that you own or the group Contract under which you are a participant, contact us at our Administrative Office, P.O. Box 5423, Cincinnati OH 45201-5423, 1-800-789-6771.

Right to Cancel

You may cancel a Contract within 20 days after you receive it. The right to cancel may be longer in some states. In many states, you will bear the risk of investment gain or loss on any amounts allocated to the Subaccounts prior to cancellation. The right to cancel may not apply to group Contracts. The right to cancel is described more fully in the Right to Cancel section of this prospectus.

TABLE OF CONTENTS

DEFINITIONS			6
EXPENSE TABLES			8
Table A: Contract Owner Transaction Expenses			8
Table B: Annual Expenses			9
Table C: Total Annual Portfolio Operating Expenses			9
Examples			10
FINANCIAL INFORMATION			11
Condensed Financial Information			11
Financial Statements			11
OVERVIEW			11
What is the Separate Account?			11
What Are the Contracts?			11
What Benefits Are Available under the Contract?			11
What Are the Risks Related to the Contract?			11
How Do I Purchase or Cancel a Contract?			12
Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?			12
What Other Charges and Deductions Apply to the Contract?			12
How Do I Contact the Company?			12
THE PORTFOLIOS			12
Overview			12
Portfolios, Share Classes, Advisors and Portfolio Investment Categories			13
THE FIXED ACCOUNTS			15
PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS			16
Overview			16
Purchase Payments			16
CHARGES AND DEDUCTIONS			17
Charges and Deductions by the Company			17
Expenses of the Portfolios			19
TRANSFERS			19
Transfers			19
Transfer Restrictions Related to Active Trading Strategies			21
WITHDRAWALS AND SURRENDERS			21
CONTRACT LOANS			23
ANNUITY BENEFIT			23
DEATH BENEFIT			25
Death Benefit			25
SETTLEMENT OPTIONS			28
Settlement Options			28
THE CONTRACTS			30
Right to Cancel			30
Termination			31
Ownership Provisions			31
Annuitant Provisions			32
Beneficiary Provisions			33
Payees under the Contract			33
ANNUITY INVESTORS LIFE INSURANCE COMPANY®			34
THE SEPARATE ACCOUNT			35
General			35
Additions, Deletions or Substitutions of Portfolios			35
VOTING OF PORTFOLIO SHARES			35
DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS			36
FEDERAL TAX MATTERS			36
Tax Deferral on Annuities			36
Tax-Qualified Retirement Plans			37
Nonqualified Deferred Compensation Plans			38
Summary of Income Tax Rules			39
Required Minimum Distributions			40

DELIVERY OF DOCUMENTS TO CONTRACT OWNERS			40
Reports and Confirmations			40
Householding			40
Electronic Delivery of Required Documents			40
THE REGISTRATION STATEMENT			40
STATEMENT OF ADDITIONAL INFORMATION			41

DEFINITIONS

The capitalized terms defined on this page will have the meanings given to them when used in this prospectus. Other terms that have a specific meaning under the Contracts, but which are not defined on this page, will be explained in the section of this prospectus where they are primarily used.

Account Value

The aggregate value of your interest in all of the Subaccounts and the Fixed Account options as of the end of any Valuation Period.

Accumulation Unit

A unit of measure used to calculate the value of a Subaccount before the Commencement Date.

Accumulation Unit Value

The value of an Accumulation Unit at the end of a Valuation Period.

The initial Accumulation Unit Value for each Subaccount other than the money market Subaccount was set at $10. The initial Accumulation Unit Value for the money market Subaccount was set at $1. The initial Accumulation Unit Value for a Subaccount was established at the inception date of the Separate Account, or on the date the Subaccount was established, if later.

After the initial Accumulation Unit Value is established, the Accumulation Unit Value for a Subaccount at the end of each Valuation Period is the Accumulation Unit Value at the end of the previous Valuation Period multiplied by the Net Investment Factor for that Subaccount for the current Valuation Period.

A Net Investment Factor of 1 produces no change in the Accumulation Unit Value for that Valuation Period. A Net Investment Factor of more than 1 or less than 1 produces an increase or a decrease, respectively, in the Accumulation Unit Value for that Valuation Period. The Accumulation Unit Value will vary to reflect the investment experience of the applicable Portfolios.

Annuitant

The natural person on whose life Annuity Benefit payments are based. More information about the Annuitant is included in the Contracts section of this prospectus.

Annuity Benefit

The payments that may be made under the Annuity Benefit section of the Contract.

Beneficiary

The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus.

Benefit Unit

A unit of measure used to determine the dollar value of any variable dollar payments after the Commencement Date.

Benefit Unit Value

The initial Benefit Unit Value for a Subaccount will be set equal to the Accumulation Unit Value for that Subaccount at the end of the first Valuation Period in which a variable dollar benefit is established by the Company. Thereafter, the Benefit Unit Value for a Subaccount at the end of a Valuation Period is determined by multiplying the previous Benefit Unit Value by the Net Investment Factor for that Subaccount for the current Valuation Period, and multiplying the number again by a daily investment factor for each day in the Valuation Period. The daily investment factor reduces the previous Benefit Unit Value by the daily amount of the assumed interest rate (3% per year, compounded annually) which is already incorporated in the calculation of variable dollar benefit payments.

Company

Annuity Investors Life Insurance Company^®.

Ø

The words “we” “us” and “our” in this prospectus also refer to Annuity Investors Life Insurance Company®.

Commencement Date

The Annuity Commencement Date if an Annuity Benefit is payable or the Death Benefit Commencement Date if a Death Benefit is payable.

•		The Annuity Commencement Date is the first day of the first payment interval for which an Annuity Benefit payment is to be made. The Annuity Commencement Date is shown on the Contract specifications page.
•		The Death Benefit Commencement Date is (1) the first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.

Contract

An individual contract or interest in a group contract described in this prospectus.

Contract Anniversary

The date in each year that is the annual anniversary of the Contract effective date. The Contract effective date is the date that the Contract is issued. The Contract effective date is set out on the Contract specifications page.

Contract Year

Each 12 month period that begins on the Contract effective date or on a Contract Anniversary.

Death Benefit

The benefit described in the Death Benefit section of the Contract.

Fixed Account

The Fixed Account is part of the Company’s general account. The Fixed Account options are listed in the “Allocations to Investment Options” section of this prospectus.

Good Order

We cannot process information or a request until we have received your instructions in “Good Order” at our Administrative Offices. We will consider information or a request to be in “Good Order” when we have actually received a Written Request, along with all the information and other legal documentation that we require to process the information or request. To be in “Good Order,” instructions must be sufficiently clear so that we do not need to exercise any discretion to process the information or request

Net Asset Value

The amount computed by a Portfolio as the price at which the Portfolio’s shares are purchased and redeemed. It is computed no less frequently than each Valuation Period

Net Investment Factor

The factor the represents the percentage change in the Accumulation Unit Values and the Benefit Unit Values from one Valuation Period to the next. The Net Investment Factor for each Valuation Period reflects changes to the net asset value of the underlying Portfolio, dividends or capital gains distributions by the Portfolio, credits and charges for tax reserves with respect to the Subaccount, and the mortality and expense risk charges and administration charges.

Owner

For purposes of this prospectus, references to Owner mean (1) the owner of an individual annuity contract or (2) the participant in a group annuity contract (even though the participant is not the owner of the group contract itself).

Ø

The words “you” and “your” in this prospectus also refer to the Owner as defined above.

Portfolio

A registered investment company or a portfolio of a registered investment company in which the corresponding Subaccount invests. The Portfolios are listed on the cover page of this prospectus.

Purchase Payments

An amount paid to us for this Contract, less any fee charged by the person remitting payments and the deduction of applicable premium or other taxes.

SEC

Securities and Exchange Commission.

Separate Account

Annuity Investors Variable Account B, which is an account that was established and is maintained by the Company.

Subaccount

A subdivision of the Separate Account. Each Subaccount invests in the shares of the corresponding Portfolio listed on the cover page of this Prospectus.

Tax Qualified Contract

A contract that is intended to qualify for special tax treatment for retirement savings. The Contract specifications page indicates whether this Contract is a Tax-Qualified Contract.

Valuation Date

Each day on which the New York Stock Exchange is open for business.

Valuation Period

The period starting at the close of regular trading on the New York Stock Exchange on any Valuation Date and ending at the close of trading on the next succeeding Valuation Date.

Written Request

Information provided to us or a request made to us that is:

	•		complete and satisfactory to us and
	•		on our form or in a manner satisfactory to us and
	•		received by us at our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423.

A Written Request may, at our discretion, be made by telephone or electronic means.

We will treat a Written Request as a standing order. It may be modified or revoked only by a subsequent Written Request, when permitted by the terms of the Contract. A Written Request is subject to (1) any payment that we make before we acknowledge the Written Request and (2) any other action that we take before we acknowledge the Written Request.

Additional Details

The Statement of Additional Information contains more information about Accumulation Units and Benefit Units. It also contains the formula for determining the Net Investment Factor for any Subaccount for any Valuation Period and an explanation of how the following values are calculated:

	•		Variable account value
	•		Fixed account value
	•		Accumulation Unit Values; and
	•		Benefit Unit values

EXPENSE TABLES

These tables describe the fees and expenses you will pay when you buy or hold the Contract. No charges are imposed when you withdraw amounts from or surrender the Contract.

Table A: Contract Owner Transaction Expenses

The first table describes the fees and expenses that you will pay at the time you buy the Contract, make a transfer between investment options, or borrow money under the Contract. Premium taxes may also be deducted.

		Current				Maximum
Sales load imposed on Purchase Payments		None				None
Sales load imposed on withdrawals or on surrenders		None				None
Transfer Fee(1)		$	25			$	30
Annual Automatic Transfer Program Fee		None				$	30
Annual Systematic Withdrawal Fee		None				$	30
Loan Interest Spread(2)			3.00	%			5.00	%

Table B: Annual Expenses

The next table describes the fees and expenses that you will pay periodically during the time that you own the Contract, not including Portfolio fees and expenses. Separate Account annual expenses are shown as a percentage of the average value of the Owner’s interest in the Subaccounts.

		Individual												Group Contracts With
		Contracts				Group Contracts								Administration Charge Waived*
		Current				Current				Maximum				Current				Maximum
Annual Contract Maintenance Fee		$	40			$	40			$	40			$	40			$	40
Separate Account Annual Expenses
Mortality and Expense Risk Charge			1.25	%			0.75	%			0.95	%			0.75	%			0.95	%
Administration Charge			0.15	%			0.15	%			0.15	%			0.00	%			0.00	%
Total Separate Account Annual Expenses			1.40	%			1.10	%			0.90	%			0.95	%			0.75	%

If you surrender your Contract, we will apply the contract maintenance fee at that time.

Table C: Total Annual Portfolio Operating Expenses

The next table shows the minimum and maximum total operating expenses of the Portfolios that you may pay periodically during the time that you own the Contract. These expenses are deducted from Portfolio assets and include management fees, distribution and service (12b-1) fees, acquired fund fees, and other expenses. More detail concerning each Portfolio’s fees and expenses is contained in the prospectus of that Portfolio.

		Minimum				Maximum
Before any fee reduction or expense reimbursement			0.29	%			1.37	%
After contractual fee reductions and/or expense reimbursements(1)			0.29	%			1.31	%

The information about Portfolio expenses that we used to prepare this table was provided to us by the Portfolios. We have not independently verified the Portfolio expense information. The minimum and maximum expenses shown in the table are for the year ended December 31, 2009. Actual expenses of a Portfolio in future years may be higher or lower.

The Portfolios in the Financial Investors Variable Insurance Trust and the Wilshire Variable Insurance Trust are structured as “fund of funds” and invest in other investment companies (“Acquired Funds”). As a result, each Ibbotson portfolio and each Wilshire portfolio will likely incur higher expenses than fund that invest directly in securities and you will effectively be paying a portion of the management fees and other expenses of the Acquired Funds.

The minimum expenses, both before and after any fee reduction and/or expense reimbursement, are the expenses of the Dreyfus Stock Index Fund, Inc.

The maximum expenses before fee reductions and/or expense reimbursements are the expenses of the Ibbotson Conservative ETF Asset Allocation Portfolio. The adviser and subadviser to the Ibbotson Conservative ETF Asset Allocation Portfolio have contractually agreed to jointly waive its management fee and subadvisory fee, respectively, and/or reimburse expenses so that net annual fund operating expenses, excluding acquired fund fees and expenses and extraordinary expenses, do not exceed a maximum of 0.73% of the average daily net assets through April 30, 2011. The addition of excluded expenses may cause the net annual fund operating expenses to exceed the maximum amount of 0.73% agreed to by the adviser and subadviser.

The maximum expenses after fee reductions and/or expense reimbursement, are the expenses of the Calamos Growth and Income Portfolio.

Examples

These examples are intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include the Contract Owner transaction expenses (described in Table A above), the Annual Expenses (described in Table B above), and Portfolio operating expenses (described Table C above). Your actual costs may be higher or lower than the costs shown in the examples.

Example 1(a): Individual Contract with Maximum Fund Operating Expenses

Assumptions

	•		You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.
	•		The annual contract maintenance fee ($40), the Separate Account annual expenses (1.40%), and the maximum Portfolio expenses (1.37% before reimbursement or 1.31% after reimbursement) are incurred .

In this table, we assume that you surrender your Contract at the end of the period . In this case, your costs would be:

		1 year				3 years				5 years				10 years
Before reimbursement		$	325			$	1,040			$	1,849			$	4,358
After reimbursement		$	319			$	1,021			$	1,816			$	4,286

Example 1(b): Group Contract with Maximum Fund Operating Expenses

Assumptions

	•		You invest $10,000 in a group Contract for the periods indicated and your investment has a 5% return each year.
	•		The annual contract maintenance fee ($40), the maximum Separate Account annual expenses (1.10%), and the maximum Portfolio expenses (1.37% before reimbursement or 1.31% after reimbursement) are incurred.

In this table, we assume that you surrender your Contract at the end of the period. In this case, your costs would be:

1 year

3 years

5 years

10 years

Before reimbursement

$

$

$

$

After reimbursement

$

$

$

$

Example 2: Individual Contract with Minimum Fund Operating Expenses

Assumptions

	•		You invest $10,000 in the Contract for the periods indicated and your investment has a 5% return each year.
	•		The annual contract maintenance fee ($40), the Separate Account annual expenses (1.40%), and the minimum Portfolio expenses (0.29%) are incurred.

In this table, we assume that you surrender your Contract at the end of the period. In this case, your costs would be:

		1 year				3 years				5 years				10 years
		$	215			$	693			$	1,242			$	2,983

FINANCIAL INFORMATION

Condensed Financial Information

Condensed financial information for the Contracts is set forth in Appendix A to this prospectus. It includes

	•		year-end accumulation unit values for each Subaccount for each of the last 10 fiscal years through December 31, 2009, or from the end of the year of inception of a Subaccount, if later, to December 31, 2009; and
	•		number of accumulation units outstanding as of the end of each period.

Financial Statements

The financial statements and reports of the independent registered public accounting firm of the Company and of the Separate Account are included in the Statement of Additional Information.

OVERVIEW

What is the Separate Account?

The Separate Account is an account that was established and is maintained by the Company. It is a unit investment trust registered with the SEC under the Investment Company Act of 1940. The Separate Account is divided into Subaccounts. Each Subaccount invests in shares of the corresponding Portfolio listed on the cover page of this prospectus. If you choose a variable investment option, you are investing in a Subaccount, not directly in the corresponding Portfolio.

What Are the Contracts?

The Contracts are individual and group deferred annuities, which are insurance products. The Contracts are sold with either a standard or an enhanced fee structure, as described in the Expense Tables of this prospectus.

Before the Commencement Date, you can allocate Purchase Payments among any of the variable investment options currently offered and two Fixed Account options.

•		The variable investment options are the Subaccounts. Each Subaccount invests in a Portfolio. You bear the risk of any investment gain or loss on amounts allocated to the Subaccounts.
•		The Fixed Account options earn a fixed rate of interest declared by us, which will be at least 1% per year, or any higher Fixed Account guaranteed interest rate stated in your Contract. We guarantee amounts invested in a Fixed Account option and the earnings on those amounts so long as those amounts remain in the Fixed Account option.

After the Commencement Date, payments can be allocated between variable dollar benefit and fixed dollar benefit options. If a variable dollar benefit option is selected, Benefit Units can be allocated to any of the Subaccounts that are then available.

What Benefits Are Available under the Contract?

Annuity Benefit		When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected.
Death Benefit		A Death Benefit will be paid under the Contract if you or a joint owner dies before the Annuity Commencement Date and before the Contract is surrendered.

A partial surrender or withdrawal from the Contract may result in the reduction of the Death Benefit that is greater than the amount of the partial surrender or withdrawal.

What Are the Risks Related to the Contract?

The variable investment options to which you allocate Purchase Payments may lose value, which would cause your Account Value to decrease. We may not be able to pay claims related to the annuity, death or guaranteed withdrawal benefits. A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances.

How Do I Purchase or Cancel a Contract?

You may purchase a Contract only through a registered securities representative. The requirements to purchase a Contract and more information about ownership of a Contract are explained in The Contracts section of this prospectus.

You may cancel a Contract within 20 days after you receive it. The right to cancel may be longer in some states. In many states, you will bear the risk of investment gain or loss on any amounts allocated to the Subaccounts prior to cancellation. The right to cancel may not apply to group Contracts. The right to cancel is described more fully in the Right to Cancel section of this prospectus.

Will Any Charges or Penalties Apply if I Make Withdrawals or Surrender a Contract?

There are no charges imposed on withdrawals from the Contracts or surrenders of the Contracts, except that the annual Contract maintenance fee will be deducted at the time of a surrender. Withdrawal and surrender procedures are described in the Withdrawals and Surrenders section of this prospectus.

A penalty tax may be imposed at the time of a withdrawal or a surrender depending on your age and other circumstances. Tax consequences of a withdrawal or a surrender are described in the Federal Tax Matters section of this prospectus. The right to withdraw or surrender may be restricted under certain tax-qualified retirement plans.

What Other Charges and Deductions Apply to the Contract?

We will charge the fees and charges listed below unless we reduce or waive the fee or charge as discussed in the Charges and Deductions section of this prospectus. The mortality and expense risk charge may never be entirely waived.

•		An annual Contract maintenance fee, which is assessed only against investments in the Subaccounts
•		A transfer fee for certain transfers among investment options
•		An administration charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts
•		A mortality and expense risk charge, which is an expense of the Separate Account and charged against all assets in the Subaccounts
•		Premium taxes, if any

In addition to charges and deductions under the Contracts, the Portfolios incur expenses that are passed through to you. Portfolio expenses for the fiscal year ended December 31, 2009 are described in the prospectuses and statements of additional information for the Portfolios.

How Do I Contact the Company?

Any questions or inquiries should be directed to our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423, 1-800-789-6771. Please include the Contract number and your name. You may also contact us through our web site, www.gafri.com.

THE PORTFOLIOS

Overview

The Separate Account currently offers the following Subaccounts, each of which is invested in a Portfolio with its own investment objectives and policies. The current Portfolio prospectuses, which accompany this prospectus, contain additional information concerning the investment objectives and policies of each Portfolio, the investment advisory services and administrative services of each Portfolio and the charges of each Portfolio. There is no assurance that the Portfolios will achieve their stated objectives. The SEC does not supervise the management or the investment practices and/or policies of any of the Portfolios. You should read the Portfolio prospectuses carefully before making any decision concerning the allocation of purchase payments to, or transfers among, the Subaccounts. For a copy of any prospectus of any Portfolio, which contains more complete information about the Portfolio, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-4523, call us at 1-800-789-6771, or go to our website at www.gafri.com.

The Company and/or its affiliates may directly or indirectly receive payments from the Portfolios and/or their service providers (investment advisers, administrators and/or distributors) in connection with certain administrative, marketing and other services provided by the Company and/or its affiliates and expenses incurred by the Company and/or its

affiliates. The Company and/or its affiliates generally receive three types of payments: Rule 12b-1 fees, support fees and other payments. The Company and its affiliates may use the proceeds from these payments for any corporate purpose, including payment of expense related to promoting, issuing, distributing and administering the Contracts, marketing the underlying Portfolios, and administering the Separate Account. The Company and its affiliates may profit from these payments. More information about these payments is included in the Statement of Additional Information.

Portfolios, Share Classes, Advisors and Portfolio Investment Categories

		SHARE
PORTFOLIO		CLASS		ADVISOR		INVESTMENT CATEGORY
American Century Variable Portfolios, Inc.
Large Company Value Fund		Class I		American Century Investment Management		Domestic equity: Large value
Mid Cap Value Fund		Class I		American Century Investment Management		Domestic equity: Mid cap value
Ultra® Fund		Class I		American Century Investment Management		Domestic equity: Large growth
VistaSM Fund		Class I		American Century Investment Management		Domestic equity: Mid cap growth
Calamos®Advisors Trust
Growth and Income Portfolio		n/a		Calamos Advisors LLC		Balanced: Moderate allocation
Davis Variable Account Fund, Inc.
Value Portfolio		n/a		Davis Selected Advisers, L.P. Sub-Adviser: Davis Selected Advisers-NY, Inc.		Domestic equity: Large blend
Dreyfus Portfolios
Dreyfus Investment Portfolios MidCap Stock Portfolio		Service		The Dreyfus Corporation		Domestic equity: Mid cap blend
Dreyfus Investment Portfolios Technology Growth Portfolio		Initial		The Dreyfus Corporation		Domestic equity: Technology
The Dreyfus Socially Responsible Growth Fund, Inc.		Institutional		The Dreyfus Corporation		Domestic equity: Large growth
Dreyfus Stock Index Fund, Inc.		Institutional		The Dreyfus Corporation (Index Mgr: Mellon Capital Management Corp*)		Domestic equity: Large blend
Dreyfus Variable Investment Fund Appreciation Portfolio		Initial		The Dreyfus Corporation		Domestic equity: Large blend
Dreyfus Variable Investment Fund Growth and Income Portfolio		Initial		The Dreyfus Corporation		Domestic equity: Large growth
Dreyfus Variable Investment Fund Money Market Portfolio		N/A		The Dreyfus Corporation		Money market: Money market taxable
Dreyfus Variable Investment Fund Opportunistic Small Cap Portfolio		Initial		The Dreyfus Corporation		Domestic equity: Small blend
Financial Investors Variable Insurance Trust
Ibbotson Balanced ETF Asset Allocation Portfolio		Class II		ALPS Advisers, Inc.		Balanced: Moderate allocation
Ibbotson Conservative ETF Asset Allocation Portfolio		Class II		ALPS Advisers, Inc.		Balanced: Conservative allocation
Ibbotson Growth ETF Asset Allocation Portfolio		Class II		ALPS Advisers, Inc.		Domestic equity: Large blend
Ibbotson Income and Growth ETF Asset Allocation Portfolio		Class II		ALPS Advisers, Inc.		Balanced: Conservative allocation
Franklin Templeton Variable Insurance Products Trust
Templeton Foreign Securities Fund		Class 2		Templeton Investment Counsel, LLC		International equity: Foreign large value
Invesco Variable Insurance Funds+
Invesco V.I. Capital Development Fund		Series I		Invesco Advisors, Inc.		Domestic equity: Mid cap growth
Invesco V.I. Core Equity Fund		Series I		Invesco Advisors, Inc.		Domestic equity: Large blend
Invesco V.I. Financial Services Fund		Series I		Invesco Advisors, Inc.		Domestic equity: Financial
Invesco V.I. Global Health Fund		Series I		Invesco Advisors, Inc.		Domestic equity: Health
Invesco V.I. High Yield Fund		Series I		Invesco Advisors, Inc.		Specialty bond: High yield bond

		SHARE
PORTFOLIO		CLASS		ADVISOR		INVESTMENT CATEGORY
Invesco V.I. Small Cap Equity Fund		Series I		Invesco Advisors, Inc.		Domestic equity: Small blend
Invesco Van Kampen U.S. Mid Cap Value Portfolio		Class I		Van Kampen**		Domestic equity: Mid cap value
Invesco Van Kampen Value Portfolio		Class I		Van Kampen**		Domestic equity: Large value
Janus Aspen Series
Balanced Portfolio		Institutional		Janus Capital Management		Balanced: Market allocation
Enterprise Portfolio		Institutional		Janus Capital Management		Domestic equity: Mid cap growth
Forty Portfolio		Institutional		Janus Capital Management		Domestic equity: Large growth
Janus Portfolio		Institutional		Janus Capital Management		Domestic equity: Large growth
Overseas Portfolio		Institutional		Janus Capital Management		International equity: Foreign large growth
Morgan Stanley—The Universal Institutional Funds, Inc.
Mid Cap Growth Portfolio		Class I		Van Kampen**		Domestic equity: Mid cap growth
U.S. Real Estate Portfolio		Class I		Van Kampen**		Specialty stock: Real estate
Oppenheimer Variable Account Funds
Balanced Fund		Service		OppenheimerFunds		Balanced: Moderate allocation
Capital Appreciation Fund		Non-Service		OppenheimerFunds		Domestic equity: Large growth
Main Street Fund®		Non-Service		OppenheimerFunds		Domestic equity: Large blend
PIMCO Variable Insurance Trust
Real Return Portfolio		Administrative		Pacific Investment Management Company		General bond: Inflation-protected bond
Total Return Portfolio		Administrative		Pacific Investment Management Company		General bond: Intermediate-term bond
Wilshire
2015 ETF Fund		n/a		Wilshire Associates Incorporated		Balanced: Target date 2011-2015
2025 ETF Fund		n/a		Wilshire Associates Incorporated		Balanced: Target date 2021-2025
2035 ETF Fund		n/a		Wilshire Associates Incorporated		Balanced: Target date 2031-2035

2010 Portfolio Changes — The list above and this prospectus reflects the name changes and transactions described below.

	•		On April 19, 2010, the Dreyfus Developing Leaders Portfolio, a series of the Dreyfus Variable Insurance Fund, changed its name to the Dreyfus Opportunistic Small Cap Portfolio.
	•		On May 1, 2010, the AIM portfolios changed their brand name to Invesco. For example, AIM V.I. Capital Development Fund became Invesco V.I. Capital Development Fund.
	•		On May 1, 2010, The Universal Institutional Funds, Inc. changed its brand name from Van Kampen to Morgan Stanley.
	•		On June 1, 2010 or as soon as practical after that date, Van Kampen’s U.S. Mid Cap Value Portfolio and Value Portfolio, which currently are series of The Universal Institutional Funds, Inc., will be merged into AIM Variable Insurance Funds (Invesco Variable Insurance Funds) and change its brand name to Invesco Van Kampen. The list above reflects this anticipated transaction.

Each Ibbotson Portfolio and each Wilshire Portfolio listed in the table above is structured as a “fund of funds”. A “fund of funds” attempts to achieve its investment objective by investing in other investment companies (each, an “Acquired Fund”), which in turn invests directly in securities. Each Ibbotson Portfolio and each Wilshire Portfolio indirectly incurs a proportionate share of the expenses of each Acquired Fund in which it invests. As a result of this fund of funds structure, the Ibbotson Portfolios and the Wilshire Portfolios will likely incur higher expenses than funds that invest directly in securities.

THE FIXED ACCOUNTS

The available fixed investment options are:

	•		Fixed Accumulation Account Option
	•		Fixed Account Option One-Year Guarantee Period

The Fixed Account options are only available in connection with individual contracts.

Interests in the Fixed Account options are not securities and are not registered with the SEC. The Fixed Account options are part of the Company’s general account. Amounts allocated to the Fixed Account options will receive a stated rate of interest of at least 3% per year. Amounts allocated to the Fixed Account options and interest credited to the Fixed Account options are guaranteed by the Company. Interests in the Subaccounts are securities registered with the SEC. The Owner bears the risk of investment gain or loss on amounts allocated to the Subaccounts.

There are restrictions on allocations to the Fixed Accounts, which are more fully described in the Purchase Payments and Investment Options-Allocations sections of this prospectus. There are also restrictions on transfers to and from the Fixed Accounts, which are described more fully in the Transfers section of this prospectus.

Fixed Accumulation Account

Amounts allocated to the Fixed Accumulation Account generally will receive a stated rate of interest of at least 3% per year. We may from time to time pay a higher current interest rate for the Fixed Accumulation Account.

Fixed Account Options with Guarantee Periods

Amounts allocated to a Fixed Account option with a guarantee period will receive a stated rate of interest for the guarantee period. The stated rate of interest will not change during the applicable guarantee period. The stated rate of interest will be at least the minimum required under the law of the state when and where the Contract is issued, but may be higher.

Example: You allocate $5,000 to the Fixed Account Option One-Year Guarantee Period when the stated rate of interest for the option is 3.5%. The $5,000 you allocated to the option will earn interest at a rate of 3.5% per year, compounded annually, for the next year.

Renewal of Fixed Account Options with Guarantee Periods

At the end of a guarantee period and for 30 days preceding the end of the period, the Owner may elect a new option to replace the option that is then maturing. The Company will notify the Owner of the date on which the amount matures and Fixed Account options available at that time.

The entire amount in the maturing option may be re-allocated to any of the then-current Fixed Account options or Subaccounts. The Owner may not re-allocate to a Fixed Account option with a guarantee period that would extend beyond the annuity commencement date (the “latest date”).

If the Owner does not elect a new option, the entire amount maturing will be re-allocated to the maturing option so long as its guarantee period does not extend beyond the “latest date.” If the guarantee period extends beyond the “latest date,” the entire amount maturing will be re-allocated to the Fixed Account option with the longest available guarantee period that expires before the “latest date” or, failing that, the Fixed Accumulation option.

1998 Version		An amount that was allocated or transferred to any of the then available Fixed Account options with a guarantee period will mature at the end of the period. When an amount matures, you may transfer it as indicated above. No amount may be allocated to a guarantee period option that would extend beyond the Owner’s 85th birthday or 5 years after the effective date of the Contract, if later (the “85/5 restriction”). If you do not transfer the amount, then we will apply it to a new guarantee period under the One-Year Guarantee Period Option. If that guarantee period is not available due to the 85/5 restriction, then the amount will be transferred to the Fixed Accumulation Account.

PURCHASE PAYMENTS AND ALLOCATIONS TO INVESTMENT OPTIONS

Overview

Generally you can make one or more Purchase Payments at any time before the Annuity Commencement Date. We will allocate Purchase Payments to the available Subaccounts and Fixed Account options according to your instructions.

You can control the allocation of investments through transfers or through the following investment programs offered by the Company: dollar cost averaging, portfolio rebalancing, and interest sweep. These programs and telephone, facsimile and Internet transfer procedures are described in the Transfers section of this prospectus. For more information on these programs, see the Automatic Transfer Programs section of this prospectus.

Purchase Payments

Purchase Payments must be received by us at our Variable Administrative Office, P.O. Box 5423, Cincinnati, Ohio 45201-5423. Upon request, we will provide you with a receipt as proof of payment.

Current Restrictions on Purchase Payment Amounts

		Tax Qualified Contract				Non Tax Qualified Contract
Minimum amounts
Minimum initial Purchase Payment		$	20,000			$	20,000
Minimum additional Purchase Payment		$	50			$	100
Maximum amounts
Maximum single Purchase Payment		$	500,000	or Company approval	$		$500,000	or Company approval

We reserve the right to increase or decrease the minimum and maximum Purchase Payment amounts, at our discretion and at any time, where permitted by law.

We will apply your initial Purchase Payment to your account using the following rules.

•		If the application form is in Good Order, we will apply the initial Purchase Payment within 2 business days of receipt of the Purchase Payment.
•		If the application form is not in Good Order, we will attempt to get the application form in Good Order within 5 business days. If the application form is not in Good Order at the end of 5 business days, we will inform the applicant of the reason for the delay and that the Purchase Payment will be returned immediately unless he or she specifically agrees that we may keep the Purchase Payment until the application form is in Good Order. Once the application form is in Good Order, we will apply the Purchase Payment within 2 business days.

We will apply each additional Purchase Payment to your account as of the Valuation Date on which we receive the Purchase Payment and any related allocation instructions in Good Order. If any portion of the additional Purchase Payment is allocated to a Subaccount, we will apply it at the next Accumulation Unit Value calculated after we receive the Purchase Payment and related allocation instructions in Good Order.

Allocations to Investment Options

You can allocate Purchase Payments in whole percentages to any of the available Subaccounts or Fixed Account options. Allocation instructions must be made by Written Request.

Subaccount Option		Fixed Account Options
See the Portfolios section of this prospectus for a list of the currently available Subaccounts.		The currently available Fixed Account options for individual Contracts are: •     Fixed Accumulation Account •     Fixed Account One-Year Guarantee Period The Fixed Account options are not available under group Contracts.

Interests in the Subaccounts are securities registered with the SEC. You bear the risk of investment gain or loss on amounts allocated to the Subaccounts.

Current Restrictions on Allocations

The current restrictions on allocations for either tax-qualified or non-tax-qualified Contracts are:

Minimum allocation to any Subaccount		$10
Minimum allocation to Fixed Accumulation Account		$10
Minimum allocation to a Fixed Account option with a guaranteed period		$2,000  No amounts may be allocated to any guarantee period option which would extend beyond the Annuity Commencement Date.
Allocation during right to cancel period		No current restrictions, but the Company reserves the right to require that purchase payment(s) be allocated to the money market Subaccount or to the Fixed Accumulation Account option during the right to cancel period.

We may, in our sole discretion, restrict or prohibit allocations to Subaccounts or Fixed Account options from time to time on a nondiscriminatory basis.

CHARGES AND DEDUCTIONS

Charges and Deductions by the Company

We assess two types of charges and deductions. We assess charges to the Contract, which are reflected in the Account Value of the Contract, but not in Accumulation Unit Values or Benefit Unit Values. These charges are the annual Contract maintenance fee, transfer fees, and premium taxes, where applicable. We also assess charges against the Separate Account. These charges are reflected in the Accumulation Unit Values and Benefit Unit Values. These charges are the administration charge and the mortality and expense risk charge.

Contract Maintenance Fee

Purpose of Fee		To offset expenses incurred in issuing the Contracts and in maintaining the Contracts and the Separate Account.
Amount of Fee		$40.00 per year.
When and How Deducted		Before the Commencement Date, we deduct this fee pro rata from amounts invested in the Subaccounts as of the Valuation Period after each Contract Anniversary that this Contract is in effect. After the Commencement Date, we deduct a portion of the annual fee from each variable dollar payment. We also deduct the full annual fee at the time of a surrender.
Waivers		Before the Commencement Date if the Account Value is at least $40,000 on the date the fee is due (individual Contracts only). After the Commencement Date if the amount applied to a variable dollar benefit is at least $40,000 (individual Contracts only). In our discretion where we incur reduced sales and servicing expenses. After the Commencement Date where required to satisfy state law.
Transfer Fee
Purpose of Fee		To offset costs incurred in administering the Contracts.
Amount of Fee		$25 for each transfer in excess of 12 in any Contract Year. We reserve the right to change the amount of this fee at any time or the number of transfers that can be made without incurring the transfer fee. The maximum amount of the fee that we would impose on a transfer is $30.
When and How Deducted		Before the Commencement Date, we deduct the fee from the amount transferred.
Waivers		Currently, the transfer fee does not apply to transfers associated with the dollar cost averaging, interest sweep and portfolio rebalancing programs. Transfers associated with these programs do not count toward the 12 free transfers permitted in a Contract Year.

Administration Charge

Purpose of Charge		To offset expenses incurred in administering the Contracts and the Separate Account.
Amount of Charge		Daily charge equal to 0.000411% of the daily net asset value for each Subaccount, which corresponds to an annual effective rate of 0.15%.
When and How Deducted		Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date, we deduct this charge from amounts invested in the Subaccounts.
Waivers		May be waived or reduced in our discretion where we incur reduced sales and servicing expenses.

Mortality and Expense Risk Charge

Purpose of Charge		As compensation for assuming mortality and expense risks under the Contract. •     We assume mortality risks because we are obligated under the Contracts to make Annuity Benefit payments and Death Benefit payments. •     We assume expense risks because our actual expenses in administering the Contracts and the Separate Account could exceed the amount recovered through the Contract maintenance fees, transfer fees and administration charges.
Amount of Charge		Daily charge equal to 0.003446% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 1.25%.
When and How Deducted		Before the Commencement Date and, if variable dollar payments are to be made, after the Commencement Date, we deduct this charge from amounts invested in the Subaccounts.
Waivers		When we expect to incur reduced sales and servicing expenses, we may issue a Contract with a reduced mortality and expense risk charge. These Contracts are referred to as “Enhanced Contracts.” The mortality and expense risk charge under an Enhanced Contract is either: •     a daily charge of 0.002615% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.95%, or •     a daily charge of 0.002063% of the daily net asset value for each Subaccount, which corresponds to an effective annual rate of 0.75%.

Premium Taxes

Currently some state governments impose premium taxes on annuity purchase payments. These taxes currently range from zero to 3.5% depending upon the jurisdiction. A federal premium tax has been proposed but not enacted. We will deduct any applicable premium taxes from the Purchase Payments or the Account Value at the time that the tax is imposed.

Expenses Related to Loans

If loans are available under your Contract and you borrow money under the loan provisions of your Contract, we will charge interest on the loan. The maximum interest rate we charge on a loan is 8%. For more information about loans, see the Contract Loans section of the prospectus

Maximum Charges

Except as described below, we will never charge more to a Contract than the fees and charges described below, even if our actual expenses exceed the total fees and charges collected. If the fees and charges that we collect exceed the actual expenses that we incur, the excess will be profit to us and will not be returned to Owners.

We reserve the right to eliminate this waiver at any time. We also reserve the right to charge fees for the automatic transfer programs described in the Transfers section of this prospectus, and/or for the systematic withdrawal program described in the Withdrawals and Surrenders section of this prospectus, if we determine, in our discretion, that such charges are necessary to offset the costs of administering the programs.

Discretionary Waivers of Charges

We will look at the following factors to determine if we will waive a charge, in part or in full, due to reduced sales and servicing expenses: (1) the size and type of the group to which sales are to be made, (2) the total amount of Purchase Payments to be received, and (3) any prior or existing relationship with us. We would expect to incur reduced sales and servicing expenses in connection with Contracts offered to our employees and employees of our subsidiaries and/or affiliates. There may be other circumstances, of which we are not presently aware, that could result in reduced sales and

servicing expenses. In no event will we waive a charge where such waiver would be unfairly discriminatory to any person.

Expenses of the Portfolios

In addition to charges and deductions by the Company, each Portfolio incurs management fees and other expenses that are described in the prospectus and statement of additional information for the Portfolio. Portfolio expenses, like Separate Account expenses, are reflected in Accumulation Unit Values and Benefit Unit Values.

TRANSFERS

Transfers

Before the Commencement Date, you may transfer amounts among Subaccounts, between Fixed Account options (where available), and/or between Subaccounts and Fixed Account options (where available).

A transfer is effective on the Valuation Date during which we receive the Written Request for transfer. We will process transfers to a Subaccount at the Accumulation Unit Value calculated after we receive the transfer request in Good Order.

Current Restrictions on Transfers

The current restrictions on transfers are:

		Tax-Qualified and Non-Tax-Qualified
Minimum Transfers from
- any Subaccount		$500 or balance of Subaccount, if less than $1,000
- Fixed Account option		$500 or balance of Fixed Account option, if less
Minimum Transfer to
- Fixed Accumulation Account		None
- Fixed Account option with guarantee period		$2,000 — No amounts may be transferred to a guarantee period option which would extend beyond the Annuity Commencement Date.
Maximum Transfers from
- Fixed Accumulation Account		During any contract year, 20% of the Fixed Account option’s value as of the most recent contract anniversary.
- Maturing Fixed Account option with guarantee period		The amount contained in the maturing Fixed Account option with guarantee period.
- Non-Maturing Fixed Account option with guarantee period		During any contract year, 20% of the Fixed Account option’s value as of the most recent contract anniversary without penalty.
General Restrictions on Transfers from Fixed Account options		§       May not be made prior to first contract anniversary.
		§      Amounts transferred from Fixed Account options to Subaccounts may not be transferred back to Fixed Account options for a period of six months from the date of the original transfer.
General Restrictions on Transfers to Fixed Account option with guarantee period		For Contracts issued after May 1, 2004 in states where the Company has received regulatory approval, amounts may be transferred to the Three-Year Guaranteed Interest Rate Option only during the first contract year.

We may, in our sole discretion, restrict or prohibit any type of transfer or the availability of any Subaccount or Fixed Account option on a nondiscriminatory basis. We may modify our transfer procedures at any time and at our sole discretion.

How to Request a Transfer

Currently, you may make a transfer request by Written Request or any of the following alternate methods:

	•		by telephone at 1-800-789-6771
	•		by facsimile at 513-768-5115 or

•

over the Internet through our web site at www.gafri.com.

All transfer requests must comply with the terms of the Contract. We accept transfer instructions once each Valuation Period. Once instructions have been accepted, they may not be rescinded; however, new instructions may be given the following Valuation Period.

You may place transfer requests by telephone, by facsimile or over the Internet between 9:30 a.m. and 4:00 p.m. Access to these alternate methods of placing transfer requests, particularly through our web site, may be limited or unavailable during periods of peak demand, system upgrading and maintenance, or for other reasons. We may withdraw the right to make transfers by telephone, facsimile or over the Internet upon 10 days’ written notice to affected Contract Owners.

We will not be liable for complying with transfer instructions that we reasonably believe are genuine, or for any loss, damage, cost or expense in acting on such instructions. In addition, we will not be liable for refusing to comply with transfer instructions that are not in Good Order or that we reasonably believe are not genuine, or for any loss, damage, cost or expense for failing to act on such instructions. You or the person controlling payments will bear the risk of such loss. We will employ reasonable procedures to determine that telephone, facsimile or Internet instructions are genuine. If we do not employ such procedures, we may be liable for losses due to unauthorized or fraudulent instructions. These procedures may include, among others, tape recording telephone instructions or requiring use of a unique password or other identifying information.

Automatic Transfer Programs

Before the Commencement Date, we offer the automatic transfer services described below. To enroll in one of these programs, you will need to complete the appropriate authorization form, which you can obtain from us by calling 1-800-789-6771. There are risks involved in switching between investment options available under the Contract.

Currently, the transfer fee does not apply to dollar cost averaging, portfolio rebalancing, or interest sweep transfers, and transfers under these programs will not count toward the 12 transfers permitted under the Contract without a transfer fee charge.

				Minimum Account
Service		Description		Requirements		Limitations/Notes
Dollar Cost Averaging Dollar cost averaging requires regular investments regardless of fluctuating price levels and does not guarantee profits or prevent losses in a declining market. You should consider your financial ability to continue dollar cost averaging transfers through periods of changing price levels.		Automatic transfers from the money market Subaccount to any other Subaccount(s), or from the Fixed Accumulation Account option (where available) to any Subaccount(s), on a monthly or quarterly basis.		Source of funds must be at least $10,000. Minimum transfer per month is $500. When balance of source of funds falls below $500, entire balance will be allocated according to dollar cost averaging instructions.		Dollar cost averaging transfers may not be made to any of the Fixed Account options. The dollar cost averaging transfers will take place on the last Valuation Date of each calendar month or quarter as requested by the Owner.
Portfolio Rebalancing Portfolio rebalancing does not guarantee profits or prevent losses in a declining market.		Automatically transfer amounts between the Subaccounts and the Fixed Accumulation Account option (where available) to maintain the percentage allocations selected by the Owner.		Minimum Account Value of $10,000.		Transfers will take place on the last Valuation Date of each calendar quarter. Portfolio rebalancing will not be available if the dollar cost averaging program or an interest sweep from the Fixed Accumulation Account option is being utilized.
Interest Sweep		Automatic transfers of the income from any Fixed Account option(s) to any Subaccount(s).		Balance of each Fixed Account option selected must be at least $5,000. Maximum transfer from each Fixed Account option selected is 20% of such Fixed Account option’s value per year. Amounts transferred under the interest sweep program will reduce the 20% maximum transfer amount otherwise allowed.		Interest sweep transfers will take place on the last Valuation Date of each calendar quarter.

Changes in or Termination of Automatic Transfer Programs

You may change any automatic transfer instructions that are in place or may terminate your participation in any of the automatic transfer programs at any time. To change your instructions or to terminate your participation, you must send us a Written Request by U.S. or overnight mail, or by facsimile at 513-768-5115. You must give us at least 30 days’ notice to change any automatic transfer instructions that are already in place or to terminate your participation in an automatic transfer program.

We may terminate, suspend or modify any aspect of the automatic transfer programs described above without prior notice to you, as permitted by applicable law. Any such termination, suspension or modification will not affect automatic transfer programs already in place.

We may also impose an annual fee for participation in an automatic transfer program or increase the current annual fee, as applicable, in such amount(s) as we may then determine to be reasonable. The maximum amount of the annual fee that we would impose for participating in each automatic transfer program is $30.

Transfer Restrictions Related to Active Trading Strategies

Neither the Contracts described in this prospectus nor the underlying Portfolios are designed to support active trading strategies that involve frequent movement between or among Subaccounts (sometimes referred to as “market-timing” or “short-term trading”). Persons who intend to use an active trading strategy should consult a financial advisor and request information on variable annuity contracts that offer underlying Portfolios designed specifically to support active trading strategies.

We have implemented several processes and/or restrictions aimed at eliminating the negative impact of active trading strategies. Transfer restrictions may vary by state.

Appendix B to this prospectus contains more information about these processes and restrictions.

WITHDRAWALS AND SURRENDERS

You can access your Account Value before the Annuity Commencement Date through withdrawals from the Contract, Contract loans (if available), or a surrender of the Contract. Contract loans are described more fully in the next section of this prospectus.

You may take withdrawals from the Contract at any time before the Annuity Commencement Date. Withdrawals must be made by Written Request. The amount of the withdrawal must be at least $500. No withdrawal can be made that would reduce the Account Value of the Contract to less than $500.

A withdrawal will result in the cancellation of Accumulation Units from each of the applicable Subaccounts and/or a reduction in the value of your interest in the applicable Fixed Account options. Unless the Written Request states otherwise, the reduction in each Subaccount and Fixed Account option will be in the same proportion as the reduction in the total Account Value. If you wish to specify the Subaccount(s) and/or Fixed Account option(s) from which you wish to make a withdrawal and the amount of the withdrawal to be taken from each specified Subaccount and/or Fixed Account option, you must include this information in the Written Request.

You may surrender a Contract in full for the Account Value at any time before the Annuity Commencement Date. A full surrender will terminate the Contract. Surrenders must be made by Written Request. The amount available for surrender

will be the Account Value at the end of the Valuation Period in which the Written Request for surrender is received by us. Any fee, charges, loans or applicable premium tax or other taxes not previously deducted will be deducted as part of the calculation of the Account Value.

An amount paid on a withdrawal or surrender may be paid to or for another annuity or tax-qualified account in an exchange, transfer, or rollover to the full extent allowed by federal tax law.

A withdrawal or surrender is effective on the Valuation Date during which we receive the Written Request for withdrawal or surrender in Good Order. A withdrawal or surrender that results in the cancellation of Accumulation Units will be processed at the next Accumulation Unit Value calculated after we receive the Written Request in Good Order.

Restrictions and Charges on Withdrawals and Surrenders

		Tax Qualified Contracts		Non Tax Qualified Contracts
Minimum withdrawal amount		$500		$500
Minimum remaining Account Value after a withdrawal		$500		$500
Amount available for surrender (valued as of end of Valuation Period in which we receive the surrender request)		Account Value subject to tax law or employer plan restrictions on withdrawals		Account Value subject to employer plan restrictions on withdrawals
Contract maintenance fee on full surrender		$40
Tax penalty for early withdrawal		When applicable, 10% of amount distributed before age 59 1/2 (25%for certain SIMPLE IRAs)

Deferral of Payment

We have the right to suspend or delay the date of payment of a withdrawal or surrender from the Subaccounts at certain times. We may do this for any period:

•		when the New York Stock Exchange is closed or when trading on the New York Stock Exchange is restricted;
•		when the SEC determines that an emergency exists as a result of which the disposal of securities in the Separate Account is not reasonably practicable or it is not reasonably practicable to determine fairly the value of the nets assets in the Separate Account; or
•		when the SEC permits a suspension or delay in payment for the protection of security holders.

As permitted under certain state laws, we also reserve the right to delay the processing and payment of a withdrawal or surrender from the Fixed Account. We may delay processing and payment for up to 6 months after we receive your Written Request. If we delay processing and payment, we will comply with applicable state law.

Systematic Withdrawal

Before the Annuity Commencement Date, you may elect to automatically withdraw money from the Contract. The Account Value must be at least $10,000 in order to make a systematic withdrawal election. The minimum monthly amount that can be withdrawn is $100.

You may begin or discontinue systematic withdrawals at any time by Written Request. You must give us at least 30 days’ notice to change any systematic withdrawal instructions that are currently in place. We reserve the right to discontinue offering systematic withdrawals at any time.

Currently, we do not charge a fee for systematic withdrawal services. However, we reserve the right to impose an annual fee in such amount as we may then determine to be reasonable for participation in the systematic withdrawal program. If imposed, the fee will not exceed $30 annually.

Before electing a systematic withdrawal program, you should consult with a financial advisor. Systematic withdrawal is similar to annuitization, but will result in different taxation of payments and potentially a different amount of total payments over the life of the Contract than if annuitization were elected.

CONTRACT LOANS

We may make loans to Owners of certain Tax Qualified Contracts. If loans are available under a Tax Qualified Contract, loan provisions are described in the loan endorsement to the Contract. If loans are available under your Contract and you borrow money under the loan provisions, we will charge interest on the loan. The maximum interest rate we charge is 8%. Any such loans will be secured with an interest in the Contract, and the collateral for the loan will be moved from the Subaccounts you designate to the Fixed Accumulation Account option and earn a fixed rate of interest applicable to loan collateral, which will be at least 3%. Generally, we require the collateral amount to be 110% of the outstanding loan balance. The restrictions that otherwise apply to the Fixed Accumulation Account do not apply to transfers of collateral amounts to the Fixed Accumulation Account or to such amounts no longer required to collateralize the loan.

The difference between the interest rate we charge on a loan and the interest rate we credit to the collateral amount is called the “loan interest spread.”

	•		Because the maximum interest rate we charge on a loan is 8% and the minimum interest rate we credit to the collateral amount in the Fixed Accumulation Account is 3%, the maximum loan interest spread is 5%.
	•		Because we are currently charging 6% interest on loans and crediting 3% interest on collateral, the current “loan interest spread” is 3%.
	•		A plan administrator or employer retirement plan may require us to charge an interest rate on loans that is higher than 8%. In this case, the maximum “loan interest spread” will be higher than 5% and the current “loan interest spread” will be higher than 3%.

Any unpaid interest will be added to the loan. As a result, it will be compounded and be part of the loan.

If loans are available under your Contract and you borrow money under the loan provisions, you will not be able to surrender or annuitize your Contract until all such loans are paid in full. Loans may also limit the amount of money that you can partially surrender from your Contract. If you default in repaying a loan under your Contract, we may pay off the loan by effectively reducing your Account Value by an amount equal to the balance of the loan.

If we receive money from you while a loan is outstanding under your Contract, we will treat the money as a Purchase Payment unless you notify us that the money is a loan payment.

Loan amounts and repayment requirements are subject to provisions of the Internal Revenue Code. A default on a loan will result in a taxable event. You should consult a tax advisor before exercising loan privileges.

A loan, whether or not repaid, will have a permanent effect on the Account Value of a Contract because the collateral cannot be allocated to the Subaccounts or Fixed Account One-Year Guarantee Period option. The longer the loan is outstanding, the greater the effect is likely to be. The effect could be favorable or unfavorable. If the investment results are greater than the interest rate being credited on collateral while the loan is outstanding, the Account Value will not increase as rapidly as it would have increased if no loan were outstanding. If investment results are below that interest rate, the Account Value will be higher than it would have been if no loan had been outstanding.

ANNUITY BENEFIT

ü Annuity Benefit		The payments that may be made under the Annuity Benefit section of the Contract.
ü Annuity Benefit Amount		The Account Value, reduced by any fees and charges, loans, and applicable premium tax or other taxes not previously deducted, will be used to provide Annuity Benefit payments under the Contract.
ü Annuity Commencement Date		The first day of the first payment interval for which an Annuity Benefit payment is to be made.

When the Contract is annuitized, we promise to pay a stream of Annuity Benefit payments for the duration of the settlement option selected. Upon annuitization, the Account Value is no longer available to you. Annuity Benefit payments are based on the Account Value. Annuity Benefit payments may be calculated and paid as variable dollar

payments, fixed dollar payments, or a combination of both The stream of payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. You (or the applicable payee) bear the risk that any variable dollar payment may be less than the initial variable dollar payment or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.

Annuity Commencement Date

The Annuity Commencement Date is set out on the Contract specification page. You may change the Annuity Commencement Date by Written Request. We must receive the Written Request at least 30 days before the date that the Annuity Benefit payments are scheduled to begin.

You should consider the following rules when designating the Annuity Commencement Date.

Tax Qualified Contract		Non Tax Qualified Contract
The Annuity Commencement Date generally must be no later than the Contract Anniversary following your 70th birthday. The Annuity Commencement Date can be later only if we agree.		The Annuity Commencement Date generally must be no later than (1) the Contract Anniversary following the 85th birthday of the elder of you or any joint owner or (2) five years after the effective date of the Contract, whichever is later. The Annuity Commencement Date can be later only if we agree

Form of Annuity Benefit

You may elect to have Annuity Benefit payments made pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both.

You may elect a settlement option or change your election by Written Request. The election or any change in your election must be made before the Annuity Commencement Date. We must receive your Written Request at least 30 days before the Annuity Commencement Date.

If you have not made an election as to the form of settlement option, we will attempt to contact you to ascertain the form of settlement option to be used. If you do not select a settlement option, Annuity Benefit payments will be made annually under the terms of Settlement Option B with a fixed period of 10 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Annuity Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Annuity Commencement Date.

1998 Version		If you do not select a settlement option, Annuity Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option B for a period of 10 years.

If this Contract is a Tax Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.

Person Who Receives Annuity Benefit Payments

Annuity Benefit payments generally will be made to the Annuitant as payee. There are 2 exceptions to this general rule.

•		If you are not the Annuitant, you can elect to have the Annuity Benefit payments made to yourself as payee.
•		Annuity Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.

Annuity Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.

For group contracts, Annuity Benefit payments will be made to the Participant as payee. Any Annuity Benefit amounts remaining payable on his or her death will be paid to the contingent payee designated by the Participant by Written

Request. We may reject the naming of a non-natural payee. The Participant will be the person on whose life any Annuity Benefit payments are based.

DEATH BENEFIT

Death Benefit

ü Beneficiary		The person entitled to receive any Death Benefit under this Contract. More information about the Beneficiary is included in the Contract section of the prospectus .
ü Death Benefit		The benefit described in the Death Benefit section of the Contract.
ü Death Benefit Commencement Date		(1) The first day of the first payment interval for a Death Benefit that is paid as periodic payments or (2) the date of payment for a Death Benefit that is paid as a lump sum.
ü Death Benefit Valuation Date		The earlier of (1) the date that we have received both Due Proof of Death and a Written Request with instructions as to the form of the Death Benefit and (2) the Death Benefit Commencement Date.
ü Due Proof of Death		A certified copy of a death certificate or a certified copy of a decree made by a court of competent jurisdiction as to the finding of death. We will also accept other proof that is satisfactory to us.

A Death Benefit will be paid under this Contract if you or a joint owner dies before the Annuity Commencement Date and before the Contract is surrendered.

A Death Benefit will also be paid under the following circumstances.

•		You or a joint owner is a non-natural person and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.
•		The Contract is a Tax Qualified Contract and the Annuitant dies before the Annuity Commencement Date and before the Contract is surrendered.

If your surviving (or civil union partner/domestic partner/same-gender spouse in applicable states) becomes a successor owner of the Contract, no Death Benefit will be paid on your death.

Only one Death Benefit will be paid under the Contract. No Death Benefit will be paid until we receive Due Proof of Death. If a Death Benefit becomes payable, it will be in lieu of all other benefits under the Contract and all other rights under this Contract will be terminated.

A partial surrender or withdrawal from the Contract may result in the reduction of the Death Benefit that is greater than the amount of the partial surrender or withdrawal.

Death Benefit Amount

The amount of the Death Benefit will be based on the greater of (1) the Account Value on the Death Benefit Valuation Date and (2) the total of all Purchase Payments, reduced proportionally for any withdrawals. Any reduction in the Purchase Payments that we make to reflect withdrawals will be made in the same percentage as the percentage reduction in your Account Value on the date of the withdrawal.

Example of Determination of Death Benefit Amount

This example is intended to help you understand how a withdrawal impacts the Death Benefit amount.

Assuming your total Purchase Payments equal $100,000, your Account Value is $90,000, you withdraw $10,000 from the Contract, and you are left with an Account Value of $80,000.

Step One: Calculate the proportional reduction.

Step Two: Calculate the reduced Purchase Payment amount.

Purchase Payments		$	100,000
Less proportional reduction for withdrawals			– 11,111
Purchase Payments reduced for withdrawals		$	88,889

Step Three: Determine the Death Benefit amount.

Immediately after the withdrawal, the reduced Purchase Payments of $88,889 is greater than the Account Value of $80,000, so the Death Benefit amount would be $88,889.

The death benefit amount will be reduced by any applicable premium tax or other taxes not previously deducted and by any outstanding loans.

Death Benefit Commencement Date

The Beneficiary may designate the Death Benefit Commencement Date by Written Request. The Written Request must be made within one year of the death of the applicable person. If no designation is made, then the Death Benefit Commencement Date will be one year after the death.

Allocations and Transfers of Death Benefit Amount

On the Death Benefit Valuation Date, we will allocate the Death Benefit amount among the Subaccounts and the Fixed Account options. This allocation will be made in the same proportion as the value of each option bears to the total Account Value as of the end of the Valuation Period immediately before that date. After this allocation, the amount of the Death Benefit to be paid will be based on the Account Value.

Between the Death Benefit Valuation Date and the Death Benefit Commencement Date, the Beneficiary may transfer funds among the Subaccounts and the Fixed Account options. These transfers are subject to the limitations described in the Transfers section and Appendix B of this prospectus.

Form of Death Benefit

You may elect to have Death Benefit payments made in one lump sum or pursuant to any form of settlement option that is currently available. The standard forms of settlement options are described in the Settlement Options section of this prospectus. You may request fixed dollar payments, variable dollar payments, or a combination of both. There is no additional charge associated with the form of Death Benefit election.

If the beneficiary is an individual and the lump sum payment option is selected, we pay the death benefit by establishing an interest-bearing draft account for the beneficiary in the amount of the death benefit. This account is called the Great American Benefit Choice Account. We send the beneficiary a personalized “checkbook” for this account. The beneficiary may withdraw all or part of the money in this account at any time by writing a draft against the account. The servicing bank will process the draft by drawing funds from our general account.

The Great American Benefit Choice Account earns interest, which is compounded daily and credited monthly. We set the interest rate for this account. We review the rate periodically and we may change it at any time. We may make a profit on the money held in this account.

The Great American Benefit Choice Account is part of our general account. It is not a bank account, and it is not insured by the FDIC, NCUSIF, or any government agency. As part of our general account, it is subject to the claims of our creditors.

In some circumstances when a lump sum payment option is selected, we do not establish a draft account for the beneficiary.

	•		If the death benefit is less than $5,000 or the beneficiary is a non-natural person such as a trust, estate or corporation, we pay the death benefit with a single check payable to the beneficiary.
	•		If the beneficiary is a resident of Arkansas, Colorado, Florida, Kansas, Maryland, Nevada, North Carolina or North Dakota and he or she requests that the lump sum be paid by check, we pay the death benefit with a single check payable to the beneficiary.

The election must be made before your death. You may change the election at any time before your death. The election or any change in the election must be made by Written Request.

If you do not make any election, the Beneficiary may make that election after your death and before the Death Benefit Commencement Date. A Beneficiary may change the Beneficiary’s own election by Written Request. We must receive the Written Request at least 30 days before the Death Benefit Commencement Date.

If neither you nor the Beneficiary has made an election, Death Benefit payments will be made annually under the terms of Settlement Option A with a fixed period of 4 years, as described in the Settlement Options section of this prospectus. In addition, the form of the Death Benefit payments (fixed dollar payments, variable dollar payments, or a combination of both) will reflect the allocation of your Account Value as of the end of the Valuation Period that precedes the Death Benefit Commencement Date.

1998 Version		If you do not select a settlement option, Death Benefit payments will be fixed dollar payments made monthly under the terms of Settlement Option A for a period of 4 years.

The Beneficiary generally will be the person on whose life any Death Benefit payments under a settlement option will be based. If the Beneficiary is a non-natural person, the Beneficiary may elect to have payments under a life option based on the life of a person to whom the Beneficiary is obligated. This election must be made by Written Request before the Death Benefit Commencement Date.

If this Contract is a Tax-Qualified Contract, an election of a settlement option is subject to restrictions stated in the tax qualification endorsement. If this Contract is not a tax-qualified contract, then an election of a settlement option is subject to the distribution rules set forth in the Contract.

Application of a Death Benefit to a Settlement Option

When a Death Benefit is applied to a settlement option, we promise to pay a stream of benefit payments for the duration of the settlement option selected. Benefit payments are based on the Account Value. Benefit payments may be

calculated and paid as variable dollar payments, fixed dollar payments, or a combination of both. The stream of payments, whether variable dollar or fixed dollar, is an obligation of our general account. However, we guarantee only the amount of fixed dollar payments. The Beneficiary (or the applicable payee) bears the risk that any variable dollar payment may be less than the initial variable dollar payment, or that it may decline to zero, if Benefit Unit Values for that payment decrease sufficiently.

Person Who Receives Death Benefit Payments

Death Benefit payments generally will be made to the Beneficiary as payee. There are 2 exceptions to this general rule.

•		If the Beneficiary is a non-natural person, the Beneficiary may elect to have Death Benefit payments made to a payee to whom the Beneficiary is obligated to make corresponding payments. This election must be made by Written Request before the Death Benefit Commencement Date. Otherwise, a Beneficiary that is a non-natural person may only elect to have settlement option payments made under a fixed period payment option.
•		Death Benefit payments may be paid as a transfer or rollover to, or as a tax-free exchange for, an annuity or tax-qualified account as permitted by federal tax law.

Death Benefit payments that are still payable after the death of the payee will be made to the applicable contingent payee or, if there is no designated or surviving contingent payee, the estate of the last payee who received payments.

Step Up in Account Value for Successor Owner

If your (or civil union partner/domestic partner/same-gender spouse in applicable states) becomes the successor owner of the Contract, the Account Value may be increased. There is no additional charge associated with this feature.

•		The Account Value will be increased to equal the amount of the Death Benefit that would have been payable if your (or civil union partner/domestic partner/same-gender spouse in applicable states) had not become the successor owner.
•		If the Death Benefit that would have been payable is equal to the Account Value on the applicable date, the Account Value will not be increased.

If the Account Value is increased under this provision, we will add the amount of the increase to the Fixed Accumulation Account.

Any increase under this provision will occur as of the date that would have been the Death Benefit Valuation Date. The date that would have been the Death Benefit Valuation Date will be the later of (1) the date that we receive Due Proof of Death or (2) the date we receive the successor owner election. This date will never be later than one year after the date of your death.

SETTLEMENT OPTIONS

Settlement Options

We will make periodic payments under the standard forms of settlement options described below. More than one settlement option may be elected if the requirements for each settlement option elected are satisfied.

We will make periodic payments in any other form of settlement option that is acceptable to us at the time of any election. All elected settlement options must comply with pertinent laws and regulations. Once payment begins under a settlement option that is contingent on the life of a specified person or persons, the settlement option may not be changed or commuted (i.e., redeemed at present value). Other settlement options may be commuted on a basis acceptable to you and us at the time of the commutation request.

For life contingent settlement options, the death of the Annuitant may result in only a single payment being made. For fixed period settlement options, the periodic payments will continue for the entire fixed period even if the Annuitant dies during the payment period.

Option		Description
Option A Income for a Fixed Period		We will make periodic payments for a fixed period of 5 to 30 years. (Payment intervals of 1 to 4 years are available for Death Benefit settlement options only.)

Option		Description
Option B Life Annuity with Payments for a Fixed Period		We will make periodic payments for at least a fixed period. If the person on whose life benefit payments are based lives longer than the fixed period, then we will make payments until his or her death.
Option C Joint and One-Half Survivor Annuity		We will make periodic payments until the death of the primary person on whose life benefit payments are based. After the death of the primary person, we will make one-half of the periodic payment until the death of the secondary person on whose life benefit payments are based.

The Annuity 2000 Mortality Table for blended lives (60% female/40% male) with interest at 1% per year, compounded annually, is used to compute all guaranteed settlement option factors, values, and benefits under the Contract.

1998 Version		The 1983 Individual Annuity Mortality Table with interest at 3% per year, compounded annually, is used to compute all guaranteed settlement option factors, values, and benefits under the Contract.

Forms of Benefit Payments Under Settlement Options

Fixed Dollar Payments

Fixed dollar benefit payments are determined by multiplying the amount applied to the fixed dollar benefit (expressed in thousands of dollars and after deduction of any fees and charges, loans, or applicable premium taxes) by the amount of the payment per $1,000 of value which the Company is currently paying for settlement options of that type. Fixed dollar benefit payments will remain level for the duration of the Benefit Payment Period.

The Company guarantees minimum fixed dollar benefit payment factors based on 1983 group annuity mortality tables, for blended lives (60% female/40% male) with interest at 3% per year, compounded annually. The minimum monthly payments per $1,000 of value for the Company’s standard settlement options are set forth in tables in the Contracts. Upon request, the Company will provide information about minimum monthly payments for ages or fixed periods not shown in the settlement option tables.

Variable Dollar Payments

The first variable dollar benefit payment is the amount it would be if it were a fixed dollar benefit payment calculated at the Company’s minimum guaranteed settlement option factors, reduced by a pro rata portion of the certificate maintenance fee, equal to the amount of the fee divided by the number of payments to be made over a 12-month period.

The amount of each subsequent variable dollar benefit payment will reflect the investment performance of the Subaccount(s) selected and may vary from payment to payment. For example, because the first benefit payment includes a 3% rate of interest, subsequent benefit payments will be less than the first payment if the net investment performance of the applicable Subaccount(s) is less than 3%.

The amount of each subsequent payment is the sum of the payment due for each Subaccount selected, less a pro rata portion of the certificate maintenance fee, as described above. The payment due for a Subaccount equals the shares for that Subaccount, which are the Benefit Units, times their value, which is the Benefit Unit Value for that Subaccount as of the end of the fifth Valuation Period preceding the due date of the payment.

The number of Benefit Units for each Subaccount selected is determined by allocating the amount of the first variable dollar benefit payment (before deduction of the pro rata portion of the certificate maintenance fee) among the Subaccount(s) selected in the percentages indicated by the Owner (or Payee). The dollar amount allocated to a Subaccount is divided by the Benefit Unit Value for that Subaccount as of the first day of the Benefit Payment Period. The result is the number of Benefit Units that the Company will pay for that Subaccount at each payment interval. The number of Benefit Units for each Subaccount remains fixed during the Benefit Payment Period, except as a result of any transfers among Subaccounts or as provided under the settlement option elected. An explanation of how Benefit Unit Values are calculated is included in the Glossary of Financial Terms of this prospectus.

Payments under Settlement Options

Payments under any settlement option may be in fixed dollar payments, variable dollar payments, or a combination of both.

Payments under any settlement option may be in monthly, quarterly, semi-annual or annual payment intervals. The first payment will be paid as of the last day of the initial payment interval. If the amount of any regular payment under the form of settlement option elected would be less than $50, an alternative form of settlement option will have to be elected. In our discretion, we may require benefit payments to be made by direct deposit or wire transfer to the account of a designated payee.

If payment under a settlement option depends on whether a specified person is still alive, we may at any time require proof that the person is still living. We will require proof of the age of any person on whose life payments are based. If more than one person is the payee under a settlement option, we will make payments to the payees jointly. No more than 2 persons may be initial payees under Option C.

We may modify minimum amounts, payment intervals and other terms and conditions at any time without prior notice to you. If we change the minimum amounts, we may change any current or future payment amounts and/or payment intervals to conform with the change.

Considerations in Selecting a Settlement Option and Payment Forms

Periodic payments under a settlement option are affected by various factors, including the length of the payment period, the life expectancy of the person on whose life benefit payments are based, the frequency of the payment interval (monthly, quarterly, semi-annual or annual), and the payment form selected (fixed dollar or variable dollar).

•		Generally, the longer the period over which payments are made or the more frequently the payments are made, the lower the amount of each payment because more payments will be made.
•		For life contingent settlement options (Option B and Option C), the longer the life expectancy of the Annuitant or Beneficiary, the lower the amount of each payment because more payments are expected to be paid.
•		Fixed dollar payments will remain level for the duration of the payment period.
•		The actual amount of each variable dollar payment may vary from payment to payment regardless of the duration of the payment period. The actual amount of each variable dollar payment will reflect the investment performance of the Subaccount(s) selected. The assumed daily investment factor, which is based on a net investment rate of 1% per year, compounded annually, (3% per year, compounded annually, for the 1998 version of the Contract) also affects the amount by which variable dollar payments increase or decrease.

THE CONTRACTS

Each Contract is an agreement between you and us. Values, benefits and charges are calculated separately for each Contract. In the case of a group Contract, the agreement is between us and the group owner. An individual participant under a group Contract will receive a certificate of participation, which is evidence of the participant’s interest in the group Contract. A certificate of participation is not a Contract. Values, benefits and charges are calculated separately for each certificate issued under a Contract. The description of Contract provisions in this prospectus applies to the interests of certificate Owners, except where otherwise noted.

Because we are subject to the insurance laws and regulations of all the jurisdictions where we are licensed to operate, the availability of certain Contract rights and provisions in a given state may depend on that state’s approval of the Contracts. Where required by state law or regulation, the Contracts will be modified accordingly. To obtain an explanation of the modifications that we have made to Contracts delivered in the state where you live, contact us at our Administrative Office, P.O. Box 5423, Cincinnati, OH 45201-5423, or call us at 1-800-789-6771.

Right to Cancel

If you are the Owner of an individual Contract, you may cancel it by returning it and giving us written notice of cancellation. You have until midnight of the 20th day following the day you receive the Contract. The Contract must be returned and the required notice must be given to us, or to the agent who sold it to you, in person or by mail. If sent by mail, the return of the Contract or the notice is effective on the date it is postmarked, with the proper address and with postage paid. If you cancel your individual Contract as set forth above, the Contract will be void and we will refund the

Purchase Payments plus or minus any investment gains or losses under the Contract as of the end of the Valuation Period during which we receive the returned Contract.

Federal law or the law of the state where you live may vary your cancellation rights.

	•		When required by state or federal law, we will refund the Purchase Payments without any investment gain or loss, during all or the applicable part of the right to cancel period.
	•		When required by state or federal law, we will refund the Purchase Payments in full, without deducting any fees or charges, during the right to cancel period.
	•		When required by state law, the right to cancel period may be longer than 20 days.
	•		When required by state law, the right to cancel may apply to group Contracts.

During the right to cancel period, we reserve the right to allocate all Purchase Payments temporarily to the Fixed Accumulation Account or a money market Subaccount, at our discretion. If we exercise this right, we will reallocate your Account Value as of the end of the right to cancel period. When we make this reallocation, we will follow the allocation instructions that you provided with your initial Purchase Payment.

Termination

We reserve the right to terminate any Contract at any time that the Account Value is less than $500. If we terminate the Contract, we will pay you the Account Value less any fees and charges, loans, and applicable premium tax or other taxes not previously deducted.

A group Contract may be terminated on 60 days advance notice, in which case participants will be entitled to continue their interests on a deferred, paid-up basis, subject to our termination right as described above.

Ownership Provisions

Owner

The Owner is the person with authority to exercise all of the ownership rights under a Contract, such as making allocations among investment options, electing a settlement option, and designating the Annuitant, Beneficiary and payee. If you live in a community property state and have a (or civil union partner/domestic partner/same-gender spouse in applicable states) at any time while you own this Contract, the laws of that state may vary your ownership rights.

An Owner must ordinarily be a natural person, or a trust or other legal entity holding a Contract for the benefit of a natural person. If the Owner or a joint owner is a non-natural person, then the age of the eldest Annuitant will be treated as the age of the owner for all purposes under this Contract.

Successor Owner

In some cases, your (or civil union partner/domestic partner/same-gender spouse in applicable states) may succeed to the ownership of the Contract after your death. Specifically, if you die before the Annuity Commencement Date and your (or civil union partner/domestic partner/same-gender spouse in applicable states) is the surviving joint owner or sole surviving Beneficiary under the Contract, he or she will become the successor owner of the Contract if (1) you make that Written Request before your death or (2) after your death, your (or civil union partner/domestic partner/same-gender spouse in applicable states) makes that Written Request within one year of your death and before the Death Benefit Commencement Date. As successor owner, your (or civil union partner/domestic partner/same-gender spouse in applicable states) will then succeed to all rights of ownership under the Contact except the right to name another successor owner.

As required by federal tax law, the Contract contains rules about the rate at which a death benefit must be paid to a beneficiary who is not your spouse. If the successor owner is not you spouse as defined by federal tax law, then after your death the contract values must be distributed in a manner that complies with these rules.

Civil Union Partners, Domestic Partners and Same-Gender Married Couples: The federal Defense of Marriage Act states that none of the following persons are considered married under federal law: civil union partners, domestic partners, or same-gender married couples. Therefore the favorable tax treatment provided by federal tax law to a surviving spouse is NOT available to a surviving civil union partner, a surviving domestic partner, or the surviving spouse of a same-gender marriage. For information about federal tax laws, please consult a tax advisor.

1998 Version		Your (or civil union partner/domestic partner/same-gender spouse in applicable states) may not succeed to the ownership of the Contract after your death unless the Contract was issued with an endorsement that permits your (or civil union partner/domestic partner/same-gender spouse in applicable states) to become the successor owner.

Joint Owners

Tax Qualified Contracts		For an individual Contract, no joint owner is permitted.
Non Tax Qualified Contracts		Two persons may jointly own the Contract. Each joint owner may exercise allocation and transfer rights independently. All other rights of ownership must be exercised by joint action.
		A surviving joint owner who is not the (or civil union partner/domestic partner/same-gender spouse in applicable states) of a deceased owner may not become a successor owner, but will be deemed to be the Beneficiary of the Death Benefit that becomes payable on the death of the first owner to die, regardless of any Beneficiary designation.

Transfer of Ownership

Tax Qualified Contracts		You may not transfer, sell or in any way alienate your interest in the Contract except to the limited extent provided in the tax qualification endorsement.
Non Tax Qualified Contracts		You may transfer ownership at any time during your lifetime. A transfer must be made by Written Request. Except as otherwise elected or required by law, a transfer of ownership will not cancel a designation of an Annuitant or Beneficiary or a settlement option election. A transfer of ownership may have adverse tax consequences

Assignment

Tax Qualified Contracts		You may not pledge, charge, encumber, or in any way assign your interest in the Contract.
Non Tax Qualified Contracts		You may assign all or any part of your rights under this Contract except:

	•		the right to designate or change a Beneficiary
	•		the right to designate or change an Annuitant
	•		the right to transfer ownership and
	•		the right to elect a settlement option.

		The person to whom rights are assigned is called an assignee. An assignment must be made by Written Request. We are not responsible for the validity of any assignment. If an assignment is allowed, the rights of an assignee, including the right to any payment under the Contact, come before the right of the Owner, Annuitant, Beneficiary, or other payee. An assignment may be ended only by the assignee or as provided by law.

Annuitant Provisions

The Annuitant is the natural person on whose life Annuity Benefit payments are based.

Annuitant

Tax Qualified Contracts		If this Contract is an individual contract, the Annuitant must be the Owner. If this Contract is a group contract, then the Annuitant is the designated participant in the group plan for whose benefit the Contract was purchased. The designation cannot be changed.

Non Tax Qualified Contracts		The Annuitant is the person or persons designated by you. If you do not designate an Annuitant or if no Annuitant designated by you is surviving, then the Annuitant will be each Owner who is a natural person.

	•		A designation may name 2 or more natural persons jointly as the Annuitant. On the death of a joint Annuitant, the survivor will become the sole Annuitant.
	•		A designation may name a contingent Annuitant. A contingent Annuitant will become the Annuitant only if there is no surviving primary Annuitant.

		You generally may make or change a designation of Annuitant at any time before the Annuity Commencement Date. A designation of annuitant must be made by Written Request.
		The designation of Annuitant may not be made or changed if the Owner or a joint owner is a trustee or a non-natural person. Except as otherwise elected or as required by law, a change of Annuitant will not cancel a designation of a Beneficiary or a settlement option election.

Beneficiary Provisions

The Beneficiary is the person entitled to receive any Death Benefit under this Contract.

If there is a joint owner and that joint owner survives you, then that joint owner is the Beneficiary regardless of any designation of Beneficiary made by you. If there is no joint owner who survives you, than the Beneficiary is the person or persons that you designate. If there is no joint Owner or Beneficiary designated by you who survives you, then your estate will be the Beneficiary.

If a Beneficiary dies within 30 days after your death, we will assume that he or she did not survive you for purposes of this Contract.

You may designate 2 or more persons jointly as the Beneficiary. Unless you state otherwise, joint Beneficiaries who survive you will be entitled to equal shares. You may also designate one or more persons as contingent Beneficiary. Unless you state otherwise, a contingent Beneficiary will be entitled to a benefit only if there is no primary Beneficiary who survives you.

Unless you have specified that a prior designation of Beneficiary is irrevocable, you may make or change a designation of Beneficiary at any time before the Annuity Commencement Date. A designation of Beneficiary must be made by Written Request. Except as otherwise elected or as required by law, a change of Beneficiary will not cancel a designation of an Annuitant or a settlement option election.

The Beneficiary will be the measuring life for life contingent Death Benefit payments (Option C).

Payees under the Contract

A payee is a person to whom benefits are paid under this Contract.

Payees

Tax Qualified Contracts		You are the Annuitant under the Contract and, as the Annuitant, you are the payee of the Annuity Benefit.
Non Tax Qualified Contracts		The Beneficiary is the payee of the Death Benefit. The Annuitant under the Contract is the payee of the Annuity Benefit. If you are not the Annuitant, you can elect to have the Annuity Benefit Payments made to you as payee.
		The Beneficiary is the payee of the Death Benefit.

Designation of Other Payees

Annuity Benefits		You may designate a contingent payee to receive Annuity Benefit payments that are still payable after the death of the payee.
		If there is no such payee or contingent payee surviving, then we will make such payments to the person or person designated as contingent payee by the last payee who received payments.
		Failing that, we will make such payments to the estate of the last payee who received payments.
		Unless you have specified that a prior designation is irrevocable, you may change the payee or contingent payee at any time.
Death Benefits		You may designate a contingent payee to receive Death Benefit payments that are still payable after the death of the Beneficiary.
		If there is no such payee or contingent payee surviving, then we will make such payments to the person or person designated as contingent payee by the Beneficiary.
		Failing that, we will make such payments to the estate of the last payee who received payments.
		A Beneficiary may not change a contingent payee designation made by you. A Beneficiary may make or change any other payee or contingent designation at any time.

A designation or change of payee or contingent payee must be made by Written Request. In any event, the Annuitant will be the person on whose life Annuity Benefits payments are based and the Beneficiary will be the person on whose life Death Benefit payments under a settlement option will be based. No change of payee or contingent payee at any time will change this.

Irrevocable naming of a Payee other than the Owner can have adverse tax consequences.

ANNUITY INVESTORS LIFE INSURANCE COMPANY^®

The Company is a stock life insurance company incorporated under the laws of the State of Ohio in 1981. The Company is principally engaged in the sale of variable and fixed annuity policies. The administrative office of the Company is located at 525 Vine Street, Cincinnati, Ohio 45202.

The obligations under the Contracts are obligations of the Company. The fixed benefits under this Contract are provided through the Fixed Account. The Fixed Account is part of our general account and its values are not dependent on the investment performance of the Subaccounts that make up the Separate Account. The variable benefits under this Contract are provided through the Separate Account, which is described below.

The Company’s general account assets are used to guarantee the payment of applicable annuity and death benefits under the Contracts. As a result, Contract owners must rely on the financial strength of the Company for any benefit payments under the Contract. To the extent that we are required to pay benefit amounts in excess of the applicable Contract values, such amounts will come from the Company’s general account assets. You should be aware that the Company’s general account is exposed to the risks normally associated with a portfolio of fixed-income securities, including interest rate risk, liquidity risk and credit risk. The Company’s financial statements in the Statement of Additional Information include a further discussion of investments held by the Company’s general account. In addition, the Company’s general account is subject to the claims of its creditors.

The Company and Great American Advisors^® , Inc., the principal underwriter of the Contracts, are involved in various kinds of routine litigation that, in management’s judgment, are not of material importance to their assets or the Separate Account. There are no pending legal proceedings against the Separate Account.

THE SEPARATE ACCOUNT

General

We established the Separate Account on December 19, 1996, as an insurance company separate account under the laws of the State of Ohio pursuant to resolution of our Board of Directors. The Separate Account is registered with the SEC as a unit investment trust. It is divided into Subaccounts that invest in corresponding Portfolios. Interests in the Subaccounts are securities registered with the SEC. However, the SEC does not supervise the management or investment practices or policies of the Separate Account.

The assets of the Separate Account will be held for the exclusive benefit of Owners of, and the persons entitled to payment under, the Contracts offered by this prospectus and all other contracts issued by the Separate Account. The assets of the Separate Account are owned by the Company, but they are held separately from the other assets of the Company. Under Ohio law, the assets of a separate account are not chargeable with liabilities incurred in any other business operation of the Company. Income, gains and losses incurred on the assets in the Separate Account, whether realized or not, are credited to or charged against the Separate Account, without regard to other income, gains or losses of the Company. Therefore, the performance of the Separate Account is entirely independent of the investment performance of our general account assets or any other separate account maintained by us.

We may operate the Separate Account as a management company or any other form permitted by law. We may de-register the Separate Account in the event such registration is no longer required. We may combine the Separate Account with one or more separate accounts. We would only take these actions if we deemed them to be in the best interest of persons having voting right under the Contracts.

Additions, Deletions or Substitutions of Portfolios

New Subaccounts may be established when, in our sole discretion, marketing, tax, investment or other conditions warrant. Any new Subaccounts will be made available to existing Owners on a basis to be determined by us and that is not discriminatory. We do not guarantee that any of the Subaccounts or any of the Portfolios will always be available for allocation of Purchase Payments or variable dollar payments or for transfers. We may substitute the shares of a different portfolio or a different class of shares for shares held in a Portfolio.

In the event of any addition, merger, combination or substitution, we may make such changes in the Contract as may be necessary or appropriate to reflect such event. Additions, mergers, combinations or substitutions may be due to an investment decision by us, or due to an event not within our control, such as liquidation of a Portfolio or an irreconcilable conflict of interest between the Separate Account and another insurance company that offers the Portfolio. We will obtain approval of additions, mergers, combinations or substitution from the SEC to the extent required by the 1940 Act, or other applicable law. We will also notify you before we make a substitution.

VOTING OF PORTFOLIO SHARES

To the extent required by law, we will vote all Portfolio shares held in the Separate Account at regular and special shareholder meetings of the respective Portfolios. The Portfolios are not required to hold annual or other regular meetings of shareholders.

Before the Commencement Date, we will vote Portfolio shares according to instructions of Owners, unless we are permitted to vote shares in our own right. We will solicit voting instructions in accordance with procedures established by the respective Portfolios. Each person or entity having a voting interest in a Subaccount will receive proxy material, reports and other material relating to the appropriate Portfolio.

We will calculate the number of votes for which you may provide voting instructions separately for each Subaccount. We will determine the number by applying your percentage interest, if any, in a particular Subaccount to the total number of votes attributable to that Subaccount. We will determine your percentage interest and the total number of votes as of the record date established by that Portfolio for voting purposes.

We will also vote or abstain from voting shares for which we receive no timely instructions and shares we hold as to which Owners have no beneficial interest (including shares held by us as reserves for benefit payments*). We will vote or abstain from voting such shares in proportion to the voting instructions we receive from Owners of all Contracts participating in the Subaccount. Because we will use this proportional method of voting, a small number of Owners may

determine the manner in which we will vote Portfolio shares for which we solicit voting instructions but receive no timely instructions.

DISTRIBUTION OF VARIABLE ANNUITY CONTRACTS

Great American Advisors^®, Inc. (“GAA”) is the principal underwriter of the contracts. Its business address is 525 Vine Street, Cincinnati, Ohio 45202. GAA is an indirect wholly-owned subsidiary of American Financial Group, Inc. and, as a result, an affiliate of the Company.

The Contracts are sold by insurance agents who are also registered representatives of (1) GAA or (2) other broker-dealers that have entered into selling agreements with GAA. GAA and the other broker-dealers are registered under the Securities Exchange Act of 1934, and are members of the National Association of Securities Dealers, Inc. All registered representatives who sell the Contracts are appointed by the Company as insurance agents and are authorized under applicable state insurance regulations to sell variable annuity contracts.

The Company pays commissions to GAA for promotion and sale of the contracts. GAA retains the commissions for sales made through its registered representatives, or pays the commissions to other broker-dealers for sales made through their registered representatives. GAA and the other broker-dealers pay their registered representatives from their own funds. Commissions paid by us are calculated as a percentage of the purchase payments received for a contract. The maximum percentage is 8.5% of the purchase payments received from a contract. Commissions paid by us may also be calculated as a percentage of the contract value (sometimes called a trail commission). Trail commissions are not expected to exceed 1% of the contract value on an annual basis.

Commissions paid on the Contracts and payments for other services are not charged directly to you or your Account Value, but are charged indirectly through fees and charges imposed under the Contracts. If these fees and charges are not sufficient to cover the commissions and other payments, any deficiency will be made up from our general assets.

The Statement of Additional Information includes more information about the compensation we pay to GAA and additional compensation that GAA pays to select selling firms.

FEDERAL TAX MATTERS

This section provides a general description of federal income tax considerations relating to the Contracts. The purchase, holding and transfer of a Contract may have federal estate and gift tax consequences in addition to income tax consequences. Estate and gift taxation is not discussed in this prospectus or in the Statement of Additional Information. State taxation will vary depending on the state in which you reside, and is not discussed in this prospectus or in the Statement of Additional Information.

The tax information provided in the prospectus is not intended or written to be used as legal or tax advice. It is written solely to provide general information related to the sale and holding of the Contracts. A taxpayer cannot use it for the purpose of avoiding penalties that may be imposed under the tax laws. You should seek advice on legal or tax questions based on your particular circumstances from an independent attorney or tax advisor who is not affiliated with the Company.

Tax Deferral on Annuities

Internal Revenue Code (“IRC”) Section 72 governs taxation of annuities in general. The income earned on a Contract is generally not included in income until it is withdrawn from the Contract. In other words, a Contract is a tax-deferred investment. The Contracts must meet certain requirements in order to qualify for tax-deferred treatment under IRC Section 72. These requirements are discussed in the Statement of Additional Information. In addition, tax deferral is not available for a Contract when an Owner is not a natural person unless the Contract is part of a tax-qualified retirement plan or the Owner is a mere agent for a natural person. For a nonqualified deferred compensation plan, this rule means that the employer as Owner of the Contract will generally be taxed currently on any increase in the Account Value, although the plan itself may provide a tax deferral to the participating employee. For a group nonqualified

Contract where the Owner has no rights over the separate interests, this rule is applied to each participant who is not a natural person.

Tax-Qualified Retirement Plans

Annuities may also qualify for tax-deferred treatment, or serve as a funding vehicle, under tax-qualified retirement plans that are governed by other IRC provisions. These provisions include IRC Sections 401 (pension and profit sharing plans), 403(b) (tax-sheltered annuities), 408 and 408A (individual retirement annuities), and 457(g) (governmental deferred compensation plans). Tax-deferral is generally also available under these tax-qualified retirement plans through the use of a trust or custodial account without the use of an annuity.

The tax law rules governing tax-qualified retirement plans and the treatment of amounts held and distributed under such plans are complex. If the Contract is to be used in connection with a tax-qualified retirement plan, including an individual retirement annuity (“IRA”) under a Simplified Employee Pension (SEP) Plan, you should seek competent legal and tax advice regarding the suitability of the Contract for the situation involved and the requirements governing the distribution of benefits.

Contributions to a tax-qualified Contract are typically made with pre-tax dollars, while contributions to other Contracts are typically made from after-tax dollars, though there are exceptions in either case. Tax-qualified Contracts may also be subject to restrictions on withdrawals that do not apply to other Contracts. These restrictions may be imposed to meet the requirements of the IRC or of an employer plan. Following is a brief description of the types of tax-qualified retirement plans for which the Contracts are available.

Individual Retirement Annuities

IRC Sections 219 and 408 permit certain individuals or their employers to contribute to an individual retirement arrangement known as an “Individual Retirement Annuity” or “IRA”. Under applicable limitations, an individual may claim a tax deduction for certain contributions to an IRA. Contributions made to an IRA for an employee under a Simplified Employee Pension (SEP) Plan or Savings Incentive Match Plan for Employees (SIMPLE) established by an employer are not includable in the gross income of the employee until distributed from the IRA. Distributions from an IRA are taxable to the extent that they represent contributions for which a tax deduction was claimed, contributions made under a SEP plan or SIMPLE, or income earned on the Contract.

Roth IRAs

IRC Section 408A permits certain individuals to contribute to a Roth IRA. Contributions to a Roth IRA are not tax deductible. Tax-free distributions of contributions may be made at any time. Distributions of earnings are tax-free following the five-year period beginning with the first year for which a Roth IRA contribution was made if the Owner has attained age 59¹/2, become disabled, or died, or for qualified first-time homebuyer expenses.

Tax-Sheltered Annuities

IRC 403(b) of the Code permits public schools and charitable, religious, educational, and scientific organizations described in IRC Section 501(c)(3) to establish “tax-sheltered annuity” or “TSA” plans for their employees. TSA contributions and Contract earnings are generally not included in the gross income of the employee until distributed from the TSA. Amounts attributable to contributions made under a salary reduction agreement cannot be distributed until the employee attains age 59¹/2, severs employment, becomes disabled, incurs a hardship, is eligible for a qualified reservist distribution, or dies. The IRC and the plan may impose additional restrictions on distributions.

Pension, Profit–Sharing, and 401(k) Plans

IRC Section 401 permits employers to establish various types of retirement plans for employees, and permits self-employed individuals to establish such plans for themselves and their employees. These plans may use annuity contracts to fund plan benefits. Generally, contributions are deductible to the employer in the year made, and contributions and earnings are generally not included in the gross income of the employee until distributed from the plan. The IRC and the plan may impose restrictions on distributions. Purchasers of a Contract for use with such plans should seek competent advice regarding the suitability of the Contract under the particular plan.

Roth TSAs and Roth 401(k)s

IRC Section 402A permits TSA plans and 401(k) plans to allow participating employees to designate some part or all of their future elective contributions as Roth contributions. Roth contributions to a TSA or 401(k) plan are included in the employee’s taxable income as earned. Distributions are considered to come proportionally from contributions and

earnings. Distributions attributable to contributions are tax-free. Distributions attributable to earnings are tax-free following the five-year period beginning with the first year for which Roth contributions are made to the plan if the employee has attained age 59¹/2, become disabled, or died. Amounts attributable to Roth TSA and Roth 401(k) contributions are subject to the same distribution restrictions that apply to other amounts attributable to TSA or 401(k) contributions made under a salary reduction agreement. The plan may impose additional restrictions on distributions.

Governmental Deferred Compensation Plans

State and local government employers may purchase annuity contracts to fund eligible deferred compensation plans for their employees as described in IRC Section 457(b). Contributions and earnings are generally not included in the gross income of the employee until the employee receives distributions from the plan. Amounts cannot be distributed until the employee attains age 70¹/2, severs employment, becomes disabled, incurs an unforeseeable emergency, or dies. The plan may impose additional restrictions on distributions.

Nonqualified Deferred Compensation Plans

Employers may invest in annuity contracts in connection with unfunded deferred compensation plans for their employees. Such plans may include eligible deferred compensation plans of non-governmental tax-exempt employers described in IRC Section 457(b); deferred compensation plans of both governmental and nongovernmental tax-exempt employers that are taxed under IRC Section 457(f) and subject to Section 409A; and nonqualified deferred compensation plans of for-profit employers subject to Section 409A. In most cases, these plans are designed so that amounts credited under the plan will not be includable in the employees’ gross income until paid under the plan. In these situations, the annuity contracts are not plan assets and are subject to the claims of the employer’s general creditors. Whether or not made from the Contract, benefits payments are subject to restrictions imposed by the IRC and the plan.

Summary of Income Tax Rules

The following chart summarizes the basic income tax rules governing tax-qualified retirement plans, nonqualified deferred compensation plans, and other Contracts.

				Nonqualified Deferred
		Tax-Qualified Contracts and Plans		Compensation Plans		Other Annuity Contracts
Plan Types		§     IRC §401 (Pension, Profit–Sharing, 401(k)) §     IRC §403(b) (Tax-Sheltered Annuity) §     IRC §408 (IRA, SEP, SIMPLE IRA) §     IRC §408A (Roth IRA) §     IRC §402A (Roth TSA or Roth 401(k)) §     IRC §457 (Governmental §457)		§     IRC §409A §     IRC §457 (Nongovernmental §457)		IRC §72 only
Who May Purchase a Contract		Eligible employee, employer, or employer plan.		Employer on behalf of eligible employee. Employer generally loses tax-deferred status of Contract itself.		Anyone. Non-natural person will generally lose tax-deferred status.
Distribution Restrictions		Distributions from Contract or plan may be restricted to meet requirements of the Internal Revenue Code and/or terms of the retirement plan.				None.
Taxation of Surrenders and Lump Sum Death Benefit		Generally, 100% of distributions must be included in taxable income. However, the portion that represents an after-tax contributions or other “investment in the contract” is not taxable. Distributions from Roth IRA are deemed to come first from after-tax contributions. Distributions from other Contracts are generally deemed to come from investment in the contract on a pro-rata basis. Distributions from §408A Roth IRA or §402A Roth TSA or Roth 401(k) are completely tax free if certain requirements are met.				Generally, distributions must be included in taxable income until all earnings are paid out. Thereafter, distributions are tax-free return of the “investment in the contract”. However, distributions are tax-free until any contributions from before August 14, 1982 are returned.
Taxation of Annuitization Payments (annuity benefit or death benefit)		For fixed dollar benefit payments, a percentage of each payment is tax free equal to the ratio of after-tax “investment in the contract” (if any) to the total expected payments, and the balance is included in taxable income. For variable dollar benefit payments, a specific dollar amount of each payment is tax free, as predetermined by a pro rata formula, rather than a percentage of each payment. In either case, once the after-tax “investment in the contract” has been recovered, the full amount of each benefit payment is included in taxable income. Distributions from a Roth IRA, Roth TSA, or Roth 401(k) are completely tax free if certain requirements are met.
Possible Penalty Taxes for Distributions Before Age 591/2		Taxable portion of payments made before age 591/2 may be subject to 10% penalty tax (or 25% for a SIMPLE IRA during the first two years of participation). Penalty taxes do not apply to payments after the participant’s death, or to §457 plans. Other exceptions may apply.		No penalty taxes.		Taxable portion of payments made before age 591/2 may be subject to a 10% penalty tax. Penalty taxes do not apply to payments after the Owner’s death. Other exceptions may apply.
Assignment/ Transfer of Contract		Assignment and transfer of Ownership generally not permitted.				Generally, deferred earnings taxable to transferor on transfer or assignment. Gift tax consequences are not discussed herein.
Federal Income Tax Withholding		Eligible rollover distributions from §401, §403(b), and governmental §457(b) plan Contracts are subject to 20% mandatory withholding on taxable portion unless direct rollover. For other payments, Payee may generally elect to have taxes withheld or not.		Generally subject to wage withholding.		Generally, Payee may elect to have taxes withheld or not.

Required Minimum Distributions

The Contracts are subject to the required minimum distribution (“RMD”) rules of federal tax law. These rules vary based on the tax qualification of the Contract or the plan under which it is issued.

For a tax-qualified Contract other than a Roth IRA, required minimum distributions must generally begin by April 1 following attainment of age 70¹/2. However, for a Tax-Sheltered Annuity Plan, Pension, Profit-Sharing, or 401(k) Plan, or Governmental Deferred Compensation Plan of an employer, a participant who is not a 5% owner of the employer may delay required minimum distributions until April 1 following the year in which the participant retires from that employer. The required minimum distributions during life are calculated based on standard life expectancy tables adopted under federal tax law. For a Roth IRA or Contract that is not tax-qualified, there are no required minimum distributions during life.

All Contracts are generally subject to required minimum distributions after death. Generally, if payments have begun under a settlement option during life or if under a tax-qualified Contract the required beginning date for distributions had been reached, then after death any remaining payments must be made at least as rapidly as those made or required before death. Otherwise, the death benefit must be paid out in full within five years after death, or must be paid out in substantially equal payments beginning within one year of death over a period not exceeding the beneficiary’s life expectancy. For a traditional IRA, a Roth IRA, or a Contract that is not tax-qualified, a beneficiary who is a surviving spouse (as defined by federal tax law) may elect out of these requirements, and apply the required minimum distribution rules as if the Contract were his or her own.

DELIVERY OF DOCUMENTS TO CONTRACT OWNERS

Reports and Confirmations

At least once each Contract Year, we will mail reports of the Contract’s Account Value and any other information required by law to you. We will not send these reports after the Commencement Date or a full surrender of the Contract, whichever is first. We will confirm receipt of any Purchase Payments made after the initial Purchase Payment in quarterly statements of account activity.

Householding

If you and other Owners at a shared address consented to receive only one copy of each prospectus, annual report, or other required document per household (“householding”), you may revoke your consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com if you wish to receive separate documents. If you are currently receiving multiple copies of required documents, you may contact us at 1-800-789-6771 or www.gafri.com for additional information about householding.

Electronic Delivery of Required Documents

If you wish to receive prospectuses, SAIs, annual reports, and other required documents only in electronic form, you must give your consent to electronic delivery. You may revoke this consent at any time. Please contact us at 1-800-789-6771 or www.gafri.com for additional information about electronic delivery of documents.

THE REGISTRATION STATEMENT

We filed a Registration Statement with the SEC under the Securities Act of 1933 relating to the Contracts offered by this prospectus. This prospectus was filed as a part of the Registration Statement, but it does not constitute the complete Registration Statement. The Registration Statement contains further information relating to the Company and the Contracts. The Registration Statement and the exhibits thereto may be inspected and copied at the office of the SEC, located at 100 F Street, N.E., Washington, D.C., and may also be accessed at the SEC’s web site www.sec.gov. The registration number for the Contracts is 333-51955.

Statements in this prospectus discussing the content of the Contracts and other legal instruments are summaries. The actual documents are filed as exhibits to the Registration Statement. For a complete statement of the terms of the Contracts or any other legal document, refer to the appropriate exhibit to the Registration Statement.

STATEMENT OF ADDITIONAL INFORMATION

A Statement of Additional Information containing more details concerning the subjects discussed in this prospectus is available. The following is the table of contents for the Statement of Additional Information:

Annuity Investors Life Insurance Company
     General Information and History
     State Regulations
     Separate Account and Subaccounts
Portfolios
     General Information
     Revenue We Receive from the Portfolios and/or Their Service Providers
Services
     Telephone, Facsimile and Internet Instructions for Transfer Requests
     Safekeeping of Separate Account Assets
     Records and Reports
     Experts
Distribution of the Contracts
     Compensation Paid to GAA
     Additional Compensation Paid to Selected Selling Firms
Performance Information
     Standardized Total Return—Average Annual Total Return
     Adjusted Historical Total Return
     Non-Standardized Total Return—Cumulative Total Return
     Standardized Yield for the Money Market Subaccount
Benefit Unit Transfer Formulas
Glossary of Financial Terms
Federal Tax Matters
     Taxation of Separate Account Income
     Tax Deferral on Non-Tax-Qualified Contracts
Financial Statements

Copies of the Statement of Additional Information dated May 1, 2010 are available without charge.

•		To request a copy, please clip this coupon on the dotted line below, enter your name and address in the spaces provided, and mail to: Annuity Investors Life Insurance Company, P.O. Box 5423, Cincinnati, Ohio 45201-5423.
•		You may also call us at 1-800-789-6771, or visit us at our web site www.gafri.com to request a copy.

Annuity Investors Variable Account B
Request for Statement of Additional Information

Name:
Address:
City:			State:			Zip:

APPENDIX A: CONDENSED FINANCIAL INFORMATION

																						Number of
																						Group
														Number of Group				Group				Contract
										Group Contract				Contract (1.10%				Contract				(0.90% Total
						Number of				(1.10% Total				Total Separate				(0.90% Total				Separate
						Individual				Separate				Account				Separate				Account
Individual						Contract				Account				Expenses)				Account				Expenses)
Contract						Accumulation				Expenses)				Accumulation				Expenses)				Accumulation
Accumulation						Units				Accumulation				Units				Accumulation				Units
Unit Value						Outstanding				Unit Value				Outstanding				Unit Value				Outstanding				Year
American Century VP Large Company Value Fund-Class I Shares (Inception Date 12/1/2004)
	8.901355						251,200.267				9.040175				408.687				9.133548				0.000				12/31/09
	7.520419						292,792.476				7.614507				586.278				7.677635				0.000				12/31/08
	12.161971						382,937.244				12.276538				562.471				12.353222				0.000				12/31/07
	12.494572						420,902.275				12.573776				280.955				12.626654				0.000				12/31/06
	10.560864						99,384.541				10.595660				82.915				10.618830				0.000				12/31/05
	10.216542						36,701.792				10.219180				0.000				10.220930				0.000				12/31/04
American Century VP Mid Cap Value Fund-Class I Shares (Inception Date 12/1/2004)
	12.261657						554,495.560				12.452868				1,805.921				12.581419				0.000				12/31/09
	9.570065						643,576.702				9.689796				2,128.521				9.770091				0.000				12/31/08
	12.830516						824,409.192				12.951404				1,978.442				13.032269				0.000				12/31/07
	13.320957						911,824.088				13.405406				2,031.092				13.461747				0.000				12/31/06
	11.229852						114,376.075				11.266849				132.931				11.291465				0.000				12/31/05
	10.395465						24,970.228				10.398152				0.000				10.399928				0.000				12/31/04
American Century VP Ultra® Fund-Class I Shares (Inception Date 12/1/2004)
	9.109140						465,662.402				9.251218				7,296.322				9.346746				0.000				12/31/09
	6.869832						518,640.998				6.955803				7,329.338				7.013465				0.000				12/31/08
	11.906808						575,813.493				12.019004				7,031.090				12.094070				0.000				12/31/07
	9.979396						707,542.380				10.042693				8,378.330				10.084934				0.000				12/31/06
	10.463493						32,615.015				10.497965				0.000				10.520913				0.000				12/31/05
	10.386756						598.086				10.389435				0.000				10.391213				0.000				12/31/04
American Century VP VistaSM Fund-Class I Shares (Inception Date 12/1/2004)
	10.046098						743,185.410				10.202788				5,530.674				10.308131				0.000				12/31/09
	8.319404						826,352.105				8.423513				8,326.352				8.493327				0.000				12/31/08
	16.424171						915,985.190				16.578885				8,152.670				16.682385				0.000				12/31/07
	11.918299						976,806.445				11.993889				11,321.554				12.044325				0.000				12/31/06
	11.088360						79,780.294				11.124884				0.000				11.149189				0.000				12/31/05
	10.399373						4,938.285				10.402055				0.000				10.403835				0.000				12/31/04
Calamos Growth and Income Portfolio (Inception Date 5/1/2007)
	9.633554						118,358.600				9.712245				339.368				9.764828				0.000				12/31/09
	7.007788						111,399.974				7.043597				429.616				7.067460				0.000				12/31/08
	10.412111						51,983.045				10.433387				230.905				10.447519				0.000				12/31/07
Davis Value Portfolio (Inception Date 5/1/2007)
	7.559947						190,658.865				7.621755				2,583.968				7.663033				0.000				12/31/09
	5.845926						154,220.486				5.875823				945.382				5.895744				0.000				12/31/08
	9.935864						36,509.854				9.956171				13.838				9.969667				0.000				12/31/07
Dreyfus IP MidCap Stock Portfolio-Service Shares (Inception Date 5/1/2007)
	7.284643						6,059.237				7.344183				0.000				7.383992				0.000				12/31/09
	5.459428						6,054.670				5.487338				0.000				5.505956				0.000				12/31/08
	9.297957						1,976.759				9.316963				0.000				9.329598				0.000				12/31/07

																						Number of
																						Group
														Number of Group				Group				Contract
										Group Contract				Contract (1.10%				Contract				(0.90% Total
						Number of				(1.10% Total				Total Separate				(0.90% Total				Separate
						Individual				Separate				Account				Separate				Account
Individual						Contract				Account				Expenses)				Account				Expenses)
Contract						Accumulation				Expenses)				Accumulation				Expenses)				Accumulation
Accumulation						Units				Accumulation				Units				Accumulation				Units
Unit Value						Outstanding				Unit Value				Outstanding				Unit Value				Outstanding				Year
Dreyfus IP Technology Growth Portfolios-Initial Shares (Inception Date 12/1/2004)
	10.895130						997,390.377				11.065036				4,874.101				11.179274				0.000				12/31/09
	7.008211						1,051,298.784				7.095896				4,912.351				7.154718				0.000				12/31/08
	12.085181						1,154,532.874				12.199017				4,614.070				12.275209				0.000				12/31/07
	10.684409						1,309,668.746				10.752145				7,254.620				10.797370				0.000				12/31/06
	10.388053						32,100.558				10.422269				0.000				10.445063				0.000				12/31/05
	10.151024						198.889				10.153642				0.000				10.155381				0.000				12/31/04
The Dreyfus Socially Responsible Growth Fund, Inc.-Initial Shares (Inception Date 7/15/1997)
	10.287151						560,684.875				10.679251				7,795.056				8.817978				0.000				12/31/09
	7.800236						579,088.137				8.072969				7,715.712				6.652498				0.000				12/31/08
	12.064814						630,147.828				12.448556				6,547.156				10.237389				0.000				12/31/07
	11.353220						701,011.037				11.678582				5,863.440				9.584710				0.000				12/31/06
	10.543914						795,479.598				10.813247				5,790.816				8.856675				0.000				12/31/05
	10.320091						913,267.538				10.551666				5,286.547				8.625051				0.000				12/31/04
	9.854396						925,266.631				10.045110				4,815.599				8.194494				4,333.000				12/31/03
	7.930106						960,232.146				8.059684				3,420.290				6.561870				3,843.678				12/31/02
	11.317226						1,066,026.751				11.468022				1,578.746				9.318292				3,077.581				12/31/01
	14.823134						894,007.973				—				—				—				—				12/31/00
Dreyfus Stock Index Fund, Inc.-Initial Shares (Inception Date 7/15/1997)
	12,160550						3,157,298.781				12.623970				14,673.632				10.258200				0.000				12/31/09
	9.762392						3,356,601.303				10.103650				13,245.896				8.193641				0.000				12/31/08
	15.752402						3,792,658.208				16.253270				8,643.223				13.153999				0.000				12/31/07
	15.179498						4,190,418.249				15.614354				7,744.043				12.611288				0.000				12/31/06
	13.328744						4,493,460.193				13.669089				6,535.021				11.017946				0.000				12/31/05
	12.911696						4,792,865.682				13.201315				7,554.962				10.619518				0.000				12/31/04
	11.835440						4,670,251.024				12.064404				9,003.839				9.685471				73,399.535				12/31/03
	9.349226						4,454,143.840				9.501934				6,861.288				7.613224				67,021.625				12/31/02
	12.210993						4,141,595.630				12.373650				4,522.004				9.894503				58,922.095				12/31/01
	14.100696						3,598,196.884				—				—				—				—				12/31/00
Dreyfus VIF Appreciation Portfolio-Initial Shares (Inception Date 7/15/1997)
	13.314101						646,153.835				12.623970				2,554.564				11.344306				0.000				12/31/09
	11.017708						708,576.070				11.402845				3,921.416				9.340292				0.000				12/31/08
	15.862343						863,904.016				16.366759				3,664.796				13.379175				0.000				12/31/07
	15.017729						946,182.350				15.447987				4,551.668				12.602520				0.000				12/31/06
	13.075735						1,005,802.778				13.409645				4,744.717				10.917645				0.000				12/31/05
	12.704674						1,036,367.953				12.989662				6,831.224				10.554457				0.000				12/31/04
	12.265787						936,025.635				12.503079				8,455.513				10.138694				2,923.121				12/31/03
	10.264481						821,738.414				10.432114				6,651.281				8.442660				2,343.298				12/31/02
	12.497173						717,965.716				12.663627				5,276.343				10.228319				1,894.964				12/31/01
	13.974173						649,590.073				—				—				—				—				12/31/00