Guardian Separate Account D – ‘485APOS’ on 10/6/97 – 485A24F

As of:  Monday, 10/6/97   ·   Accession #:  1005477-97-2305   ·   File #s:  33-31755 (485A24F), 33-31755, 811-05880 (485A24F), 811-05880   ·   Correction:  This Filing was Corrected by the SEC on 10/22/97. ®

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485A24F     Post-Effective Amendment No. 9                        68    396K 
 2: EX-99.10    Consent of Independent Accountants                     1      6K 

485A24F   —   Post-Effective Amendment No. 9
Document Table of Contents

485A24F
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Post-Effective Amendment No. 9
 As filed with the Securities and Exchange Commission on October 6, 1997

                                                       Registration No. 33-31755
                                                                        811-5880
================================================================================

SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549

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

FORM N-4
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 9

 and
 REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT No. 10

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

 THE GUARDIAN SEPARATE ACCOUNT D
 (Exact Name of Trust)

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

THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 (Name of Depositor)
 201 Park Avenue South, New York, New York 10003
 (Complete address of depositor's principal executive offices)
 Depositor's Telephone Number, including Area Code: (212) 598-8259

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

RICHARD T. POTTER, JR., ESQ.
The Guardian Insurance & Annuity Company, Inc.
 201 Park Avenue South
New York, New York 10003

 (Name and address of agent for service)

Copy to:
 STEPHEN E. ROTH, ESQ.
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

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

It is proposed that this filing will become effective (check
appropriate box):                                           

            |_|  immediately upon filing pursuant to paragraph (b) of Rule
485                                     

       |_|  on May 1, 1997 pursuant to paragraph (b) of Rule 485
            |X|  60 days after filing pursuant to paragraph (a)(1) of Rule
485                                     

     |_|  on (date) pursuant to paragraph (a)(1) of Rule 485
            |_|  75 days after filing pursuant to paragraph (a)(2) of Rule
485                                     
      |_|  on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:                    

           |_|  this Post-Effective Amendment designates a new effective
             date for a previously filed Post-Effective Amendment.

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

    The Registrant has registered an indefinite number of its securities under
the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company  
Act of 1940. The notice required by such rule for the Registrant's most fiscal  
year was filed on February 26, 1997.                                            

================================================================================

485A24F
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 THE GUARDIAN SEPARATE ACCOUNT D

 Cross Reference Sheet to Items In
Registration Statement on Form N-4

Form N-4 Item No.                                       Location                

Part A                                                                          
Item  1.  Cover Page................................    Cover                   

Item  2.  Definitions...............................    Glossary of Special     
                                                      Terms Used in This
                                              Prospectus

Item  3.  Synopsis..................................    Summary of the          
                                                      Contracts; Expense
                                         Table

Item  4.  Condensed Financial Information...........    Condensed Financial     
                                                Information;
                                                       Performance Results

Item  5.  General Description of Registrant,                                    
            Depositor and Portfolio Companies ......    Descriptions of GIAC and
                                                         the Separate Account;
                                                       Descriptions of the
                                                       Variable Investment
                                                        Options; Description
                                                     of the Fixed-Rate
                                                         Option; Voting Rights

Item  6.  Deductions................................    Charges and Deductions; 
                                                       Distribution of the
                                             Contracts

Item  7.  General Description of Variable                                       
      Annuity Contracts.......................    Description of the
                                             Contracts

Item  8.  Annuity Period............................    Annuity Period          

Item  9.  Death Benefit.............................    Pre-Retirement Death    
                                                         Benefit; Accumulation
                                                          Period; Annuity Period

Item 10.  Purchases and Contract Value..............    Description of the      
                                             Contracts

Item 11.  Redemptions...............................    Surrenders and Partial  
                                               Withdrawals

Item 12.  Taxes.....................................    Federal Tax Matters     

Item 13.  Legal Proceedings.........................    Legal Proceedings       

Item 14.  Table of Contents of the Statement of                                 
          Additional Information..................    Additional Information

Part B                                                                          
Item 15.  Cover Page................................    Cover Page              

Item 16.  Table of Contents.........................    Table of Contents       

Item 17.  General Information and History...........    Not Applicable          

Item 18.  Services..................................    Services to the Separate
                                           Account

Item 19.  Purchase of Securities Being Offered......    Valuation of Assets of  
                                                         the Separate Account;
                                                   Transferability
                                                Restrictions

Item 20.  Underwriters..............................    Services to the Separate
                                           Account

Item 21.  Calculation of Performance Data...........    Performance Data        

Item 22.  Annuity Payments..........................    Annuity Payments        

Item 23.  Financial Statements......................    Financial Statements    

Part C                                                                          

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.                    

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 Supplement dated November ___, 1997
 to the Prospectus dated May 1, 1997 for The Guardian Investor

The following information should be read in conjunction with the    
Prospectus dated May 1, 1997 for the Individual Deferred Variable Annuity       
Contracts issued by The Guardian Insurance & Annuity Company, Inc. ("GIAC")     
through The Guardian Separate Account D and marketed under the name "The        
Guardian Investor." This Supplement should be retained with the Prospectus for  
future reference.                                                               

The following supplements the last two paragraphs of the section entitled       
"Description of The Contracts- Pre-Retirement Death Benefit" appearing on page  
12 of the Prospectus:                                                           

Optional Enhanced Death Benefit                                                 

In addition to the pre-retirement death benefit provided under the  
Contract, as described in the Prospectus, Contractowners may elect to purchase  
an optional Enhanced Death Benefit Rider, which may provide greater death       
benefit proceeds than the proceeds payable under the basic Contract. The        
Enhanced Death Benefit Rider is available under current Contracts that have     
Annuitants who are under age 75 at the time the Rider is issued. GIAC reserves  
the right to discontinue the offer of the Enhanced Death Benefit Rider at any   
time, without prior notice. Any Rider purchased and issued prior to the date of 
such discontinuance will not be affected by such event. Although not currently  
anticipated, GIAC may offer the Rider from time to time in the future.          

If the Annuitant dies before the Retirement Date and the Rider is in
force, upon receipt of proof of death, GIAC will pay the Beneficiary a death    
benefit equal to the greater of (1) the death benefit described in the basic    
Contract or (2) the Enhanced Death Benefit. The Enhanced Death Benefit is equal 
to the Accumulation Value of the Contract as of the end of the reset date       
immediately preceding the Annuitant's date of death, plus any premiums paid     
subsequent to such reset date, less any partial withdrawals subsequent to such  
date, any applicable contingent deferred sales charges and any applicable       
premium taxes.                                                                  

   The first reset date occurs on the issue date of the Rider. Thereafter,
each reset date occurs on each subsequent seventh Rider anniversary. For so long
as the Enhanced Death Benefit Rider remains in effect, GIAC will assess an      
additional daily charge against the net assets of each Variable Investment      
Option equal to .30% on an annual basis for expenses related to the Enhanced    
Death Benefit.                                                                  

  The Enhanced Death Benefit Rider terminates on the earliest of (1) the
date the Enhanced Death Benefit is paid; (2) the date the Contract terminates;  
(3) the date of the Annuitant's 85th birthday; (4) the Retirement Date; or (5)  
the date GIAC receives the Contractowner's proper written request for           
termination. Once the Enhanced Death Benefit is terminated, it may not be       
reinstated.                                                                     

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The following information replaces the "Expense Table" found on pages 5-6 of the
Prospectuses. This information is provided in order to assist Contractowners in 
understanding the various costs and expenses that a Contractowner can expect to 
bear directly or indirectly under the Contracts.                                

--------------------------------------------------------------------------------
 EXPENSE TABLE
--------------------------------------------------------------------------------

CONTRACTOWNER TRANSACTION EXPENSES                                              

Sales Charge Imposed on Purchases: ............   None                          
Exchange Fee: .................................   None                          

Contingent Deferred Sales Charge:                                               

(1) Single Premium Payment Contracts:*                                          

In connection with Single Premium Payment Contracts, the following charges will 
be assessed upon amounts withdrawn during the first seven Contract years        
measured from the date of issue.                                                

Contract Year                     Charge*                               
1 ..........................   6%                             
2 ..........................   6%                             
3 ..........................   5%                             
4 ..........................   4%                             
5 ..........................   3%                             
6 ..........................   2%                             
7 ..........................   1%                             
8 and thereafter............   0%                             

(2) Flexible Premium Payment Contracts:**                                       

In connection with Flexible Premium Payment Contracts, this charge will be the  
lesser of:                                                                      

(a)   6% of the total payments made during the 84 months immediately
preceding the date of withdrawal, or                    

(b)   6% of the amount being withdrawn.                             

Annual Contract Administration Fee:                                             

Single Premium Payment Contract ............  $35.00                            
Flexible Premium Payment Contract ..........  $35.00                            

                     For         For
                     Contracts   Contracts
                   without      with
Separate Account Level Annual           Enhanced    Enhanced                    
Expenses (as a percentage of              Death       Death                     
daily net asset value):                  Benefit     Benefit                    
                     -------     -------

Mortality and Expense Risk Charge ......  1.15%       1.15%                     
Account Fees and Expenses ..............     0%          0%                     
Enhanced Death Benefit Charge ..........     0%        .30%                     
                    ----        ----
Total Separate Account                                                          
Annual Expenses ......................  1.15%       1.45%                   

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

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

 Investment Division Level Annual Expenses:+
(as a percentage of average net assets
 after expense reimbursements)

                                                                    Total Fund
                                              Management   Other   Operating
                                                 Fees    Expenses   Expenses

The Guardian Cash Fund .........................   .50%      .04%       .54%    
The Guardian Bond Fund .........................   .50%      .04%       .54%    
The Guardian Stock Fund ........................   .50%      .03%       .53%    
The Guardian Small Cap Stock Fund ..............   .75%      .55%      1.30%    
Baillie Gifford International Fund .............   .80%      .18%       .98%    
Baillie Gifford Emerging Markets Fund ..........  1.00%      .53%      1.53%    
Value Line Centurion Fund ......................   .50%      .10%       .60%    
Value Line Strategic Asset Management Trust ....   .50%      .08%       .58%    
Gabelli Capital Asset Fund .....................  1.00%      .31%      1.31%    
MFS Growth With Income Series++ ................   .75%      .25%      1.00%    

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

*    After the first Contract year, 10% of the Accumulation Value as of the     
first withdrawal in a Contract year or 10% of the amount of the single
  premium payment, whichever is greater, can be withdrawn annually without
  charge. For Contracts issued in Section 1035 exchanges or in certain IRA
 transfers or rollovers, this no-charge withdrawal privilege may also be
exercised in the first Contract year. After the seventh Contract year,
     there is no charge for withdrawals. The maximum amount to which this charge
may be applied cannot exceed the single premium payment and the charge
     will not exceed 6% of the amount withdrawn as specified in the table above.

**   After the first Contract year, 10% of the Accumulation Value as of the     
    first withdrawal in a Contract year or 10% of the total premium paid under
     the Contract in the 84 months immediately preceding the date of withdrawal,
whichever is greater, can be withdrawn annually without charge. For   
   Contracts issued in Section 1035 exchanges or in certain IRA transfers or
     rollovers, this no-charge withdrawal privilege may also be exercised in the
     first Contract year. The maximum amount of this charge during the 84 months
immediately preceding the date of withdrawal will not exceed 6% of the
total of payments made during such period.                            

+    These percentages reflect the actual fees and expenses incurred by each    
  Fund during the year ended December 31, 1996 except that the percentages
for The Guardian Small Cap Stock Fund are estimated, since the Fund   
     commenced operations in 1997. The percentages for Value Line Centurion Fund
    and Value Line Strategic Asset Management Trust reflect (as part of "Other
Expenses" and "Total Fund Operating Expenses") the effects of expense 
     reimbursement arrangements pursuant to which each of these Funds reimburses
     GIAC for certain administrative and shareholder servicing expenses incurred
by GIAC on their behalf.                                              

++   The Adviser of MFS Growth With Income Series has agreed to bear expenses   
for the Series, subject to reimbursement by the Series, such that the 
  Series' "Other Expenses" shall not exceed 0.25% of the average daily net
assets of the Series during the current fiscal year. Otherwise, "Other
     Expenses" and "Total Fund Operating Expenses" for the Series would be 1.32%
and 2.07%, respectively.                                              
--------------------------------------------------------------------------------

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The table on the preceding page is designed to assist the Contractowner in      
understanding the various costs and expenses of the Separate Account and its    
underlying Funds. (See "Charges and Deductions" and see the accompanying Fund   
prospectuses for a more complete description of the various costs and expenses.)

Comparison of Contract Expenses Among Underlying Funds
 For Single Premium (SP) and Flexible Premium (FP) Payment Contracts
 -------------------------------------------------------------------
 (BC=Basic Contract/EDB = With Enhanced Death Benefit)

                                                        [Enlarge/Download Table]

---------------------------------------------------------                          ---------------------------                      
                              If you surrender your                                If you do not surrender or                       
                              contract at the end of the                           you annuitize at the end of                      
                              applicable time period:                              the applicable time period:                      
                              ---------------------------                          ---------------------------                      
                              You would pay the following                          You would pay the following                      
                              expenses on a $1,000                                 expenses on a $1,000                             
                              investment, assuming a 5%                            investment, assuming a 5%                        
                              annual return on assets:                             annual return on assets:                         
                              ------------------------------------------------------------------------------------------------------
                                   1 Yr.       3 Yrs.       5 Yrs.       10 Yrs.      1 Yr.        3 Yrs.       5 Yrs.      10 Yrs. 
                                BC     EDB   BC     EDB   BC     EDB   BC     EDB   BC     EDB   BC     EDB   BC     EDB   BC    EDB
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                    
                                79      82   108   117    129    145   215    248   19     22    58      67   99     115   215   248
 THE GUARDIAN CASH FUND    ---------------------------------------------------------------------------------------------------------
                                79      82   118   127    159    175   215    248   19     22    58      67   99     115   215   248
------------------------------------------------------------------------------------------------------------------------------------
                                79      82   108   117    129    145   215    248   19     22    58      67   99     115   215   248
 THE GUARDIAN BOND FUND    ---------------------------------------------------------------------------------------------------------
                                79      82   118   127    159    175   215    248   19     22    58      67   99     115   215   248
------------------------------------------------------------------------------------------------------------------------------------
                                79      82   107   117    129    145   214    246   19     22    57      67   99     115   214   246
 THE GUARDIAN STOCK FUND   ---------------------------------------------------------------------------------------------------------
                                79      82   117   127    159    175   214    246   19     22    57      67   99     115   214   246
------------------------------------------------------------------------------------------------------------------------------------
                                87      90   132   141    169    185   296    326   27     30    82      91  139     155   296   326
 THE GUARDIAN SMALL CAP    ---------------------------------------------------------------------------------------------------------
   STOCK FUND                   87      90   142   151    199    215   296    326   27     30    82      91  139     155   296   326
------------------------------------------------------------------------------------------------------------------------------------
                                83      86   122   131    153    168   262    294   23     26    72      81  123     138   262   294
 BAILLIE GIFFORD           ---------------------------------------------------------------------------------------------------------
   INTERNATIONAL FUND           83      86   132   141    183    198   262    294   23     26    72      81  123     138   262   294
------------------------------------------------------------------------------------------------------------------------------------
                                89      92   139   148    181    197   319    349   29     32    89      98  151     167   319   349
 BAILLIE GIFFORD EMERGING  ---------------------------------------------------------------------------------------------------------
   MARKETS FUND                 89      92   149   158    211    227   319    349   29     32    89      98  151     167   319   349
------------------------------------------------------------------------------------------------------------------------------------
                                79      82   110   119    132    148   221    254   19     22    60      69  102     118   221   254
 VALUE LINE CENTURION FUND ---------------------------------------------------------------------------------------------------------
                                79      82   120   129    162    178   221    254   19     22    60      69  102     118   221   254
------------------------------------------------------------------------------------------------------------------------------------
                                79      82   109   118    131    147   219    252   19     22    59      68  101     117   219   252
 VALUE LINE STRATEGIC      ---------------------------------------------------------------------------------------------------------
   ASSET MANAGEMENT TRUST       79      82   119   128    161    177   219    252   19     22    59      68  101     117   219   252
------------------------------------------------------------------------------------------------------------------------------------
                                87      90   132   141    170    185   297    327   27     30    82      91  140     155   297   327
 GABELLI CAPITAL ASSET     ---------------------------------------------------------------------------------------------------------
    FUND                        87      90   142   151    200    215   297    327   27     30    82      91  140     155   297   327
------------------------------------------------------------------------------------------------------------------------------------
                                83      87   122   132    154    169   265    296   23     27    72      82  124     139   265   296
 MFS GROWTH WITH           ---------------------------------------------------------------------------------------------------------
   INCOME SERIES                83      87   132   142    184    199   265    296   23     27    72      82  124     139   265   296
------------------------------------------------------------------------------------------------------------------------------------

This expense comparison assumes that the expenses reported in the table on the  
preceding page will be the expenses incurred during the periods shown above.    
This comparison is not a representation of past or future expenses. Actual      
expenses may be higher or lower than those shown. The effect of the annual      
contract fee was calculated by: (1) dividing the estimated total amount of such 
fees by the total average net assets; (2) adding this percentage to annual      
expenses; and (3) calculating the dollar amounts. Premium taxes ranging from    
approximately 0.50% to 3.5% are currently imposed by certain states and         
municipalities on premium payments made under the Contract. Where applicable,   
such taxes reduce the amount of each premium payment available for allocation   
under the Contract. (See "Charges and Deductions -- Premium Taxes.")            

7 

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The following replaces the section entitled "Distribution of the Contracts"     
appearing on page 29 of the Prospectus:                                         

   The Contracts are sold by insurance agents who are licensed by GIAC and
who are either registered representatives of GISC or of broker-dealer firms     
which have entered into sales agreements with GISC and GIAC. GISC and such other
broker-dealers are members of the National Association of Securities Dealers,   
Inc. In connection with the sale of the Contracts, GIAC will generally pay sales
commissions to these individuals or entities which may vary but, in the         
aggregate, are not anticipated to exceed an amount equal to 5.25% of each       
Contract premium payment. Where permitted by state law, GIAC reserves the right 
to pay additional sales or service compensation of up to .45% of the value of   
the Contract annually while a contract is in force based on the value of a      
Contract and the riders selected by the Contractowner. Additional amounts may   
also be paid in connection with special promotional incentives. The principal   
underwriter of the Contracts is GISC, located at 201 Park Avenue South, New     
York, New York 10003.                                                           

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                                                                      PROSPECTUS
                                                                     May 1, 1997

INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS

Offered by

The Guardian Insurance & Annuity Company, Inc.

    The Individual Deferred Variable Annuity Contracts ("Contracts") described
in this Prospectus are issued by The Guardian Insurance & Annuity Company, Inc. 
("GIAC"), and are designed to provide annuity benefits under retirement programs
entitled to Federal income tax benefits for individual purchasers and other     
retirement plans which do not qualify for Federal tax benefits under the        
Internal Revenue Code of 1986, as amended (the "Code").                         

     Net premium payments for the Contracts may be allocated in up to six of the
allocation options underlying the Contract. Contract values will accumulate on  
either a variable or fixed basis, depending on the options selected. These      
options currently consist of the following: (1) shares of The Guardian Stock    
Fund, The Guardian Bond Fund, The Guardian Cash Fund, Baillie Gifford           
International Fund, Baillie Gifford Emerging Markets Fund, Value Line Strategic 
Asset Management Trust, Value Line Centurion Fund and Gabelli Capital Asset Fund
(collectively referred to as the "Funds"); and (2) allocations to the Fixed-Rate
Option. Net premium payments and Contract values allocated to any of the Funds  
will vary in accordance with the investment performance of such Funds. Net      
premium payments and Contract values allocated to the Fixed-Rate Option will    
accumulate on a fixed basis. The Contractowner bears the investment risk of     
growth or loss under the Contract, except to the extent that amounts are        
allocated to the Fixed-Rate Option.                                             

 Two types of Contracts are described in this Prospectus: Single Premium
Payment Contracts (minimum purchase of $5,000) and Flexible Premium Payment     
Contracts (minimum initial purchase of $500*). Annuity payments will commence   
under one of the Annuity Payout Options provided in the Contracts following the 
Retirement Date selected by the Contractowner. The Contracts provide for a      
minimum pre-retirement death benefit.                                           

     This Prospectus sets forth the information that a prospective Contractowner
should know before investing. A Statement of Additional Information concerning  
the Contracts and The Guardian Separate Account D (the "Separate Account") is   
available for free by writing to GIAC at its Customer Service Office, P.O. Box  
26210, Lehigh Valley, Pennsylvania 18002 or by calling 1-800-221-3253. The      
Statement of Additional Information, which is also dated May 1, 1997, has been  
filed with the Securities and Exchange Commission and is incorporated herein by 
reference. The table of contents for the Statement of Additional Information    
appears at the end of this Prospectus.                                          

----------                                                                      
*  The minimum initial purchase payment for all Flexible Premium Payment        
Contracts sold in New York State is $1,000.                               

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

THIS PROSPECTUS IS VALID ONLY WHEN ACCOMPANIED BY THE CURRENT PROSPECTUS FOR    
EACH OF THE FOLLOWING VARIABLE INVESTMENT OPTIONS: THE GUARDIAN STOCK FUND, THE 
GUARDIAN BOND FUND, THE GUARDIAN CASH FUND, BAILLIE GIFFORD INTERNATIONAL FUND, 
BAILLIE GIFFORD EMERGING MARKETS FUND, VALUE LINE STRATEGIC ASSET MANAGEMENT    
TRUST, VALUE LINE CENTURION FUND, AND GABELLI CAPITAL ASSET FUND.               

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.         

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 TABLE OF CONTENTS OF PROSPECTUS

                                                                            Page
     Glossary of Special Terms Used in this Prospectus......................   3
     Summary of the Contracts...............................................   4
     Expense Table..........................................................   5
     Condensed Financial Information........................................   7
     Descriptions of GIAC and the Separate Account..........................   8
     Descriptions of the Variable Investment Options........................   9
     Description of the Fixed-Rate Option...................................  11
     Description of the Contracts...........................................  12
          General Information...............................................  12
          Pre-Retirement Death Benefit......................................  12
          Purchasing a Contract.............................................  13
          Charges and Deductions............................................  13
          Accumulation Period...............................................  15
          Annuity Period....................................................  16
          Transfers of Contract Values......................................  18
          Surrenders and Partial Withdrawals................................  19
          Other Important Contract Information..............................  20
     Performance Results....................................................  21
     Federal Tax Matters....................................................  23
     Voting Rights..........................................................  28
     Distribution of the Contracts..........................................  29
     Right to Cancel the Contracts..........................................  29
     Legal Proceedings......................................................  29
     Additional Information.................................................  30

 The Contracts may not be available in all states.

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS  
OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUSES  
FOR THE VARIABLE INVESTMENT OPTIONS. IF GIVEN OR MADE, SUCH INFORMATION OR      
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS         
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.    
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY             
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.            

2 

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 GLOSSARY OF SPECIAL TERMS USED IN THIS PROSPECTUS

Accumulation Period: The period between the issue date of the Contract and the  
Retirement Date.                                                                

Accumulation Unit: A unit of measure used to determine the value of a           
Contractowner's interest under the Contract before the Retirement Date. The     
Contract has two types of Accumulation Units: Variable Accumulation Units and   
Fixed Accumulation Units.                                                       

Accumulation Value: The value of all the Accumulation Units in the Separate     
Account, and/or the Fixed-Rate Option which are credited to a Contract.         

Annuitant: The person upon whose life the annuity payments are based (normally  
the recipient of annuity payments) and upon whose death, prior to the Retirement
Date, benefits under the Contract are paid.                                     

Annuity: A series of periodic payments made for the lifetime of the Annuitant,  
with or without payments certain for a fixed period, or for the joint lifetimes 
of the Annuitant and another person and thereafter during the lifetime of the   
survivor.                                                                       

Annuity Payments: Periodic payments, either variable or fixed in nature, made by
GIAC to the Annuitant at regular intervals after the Retirement Date.           

Annuity Unit: A unit of measure used to determine the amount of any variable    
Annuity Payments.                                                               

Beneficiary: The person to whom benefits may be paid upon the Contractowner's or
the Annuitant's death. In the event a Beneficiary is not designated, the        
Contractowner or the estate of the Contractowner is the Beneficiary.            

Contract Anniversary Date: The annual anniversary measured from the issue date  
of the Contract.                                                                

Contractowner: The person or entity designated as the owner in the Contract.    

Fixed-Rate Option: A deposit option to which Contractowners may allocate Net    
Premium Payments and Accumulation Values for investment in the general account  
of GIAC. GIAC guarantees that the amount deposited will not decline in value and
that interest will be added at a guaranteed rate declared periodically in       
advance.                                                                        

Funds: The eight diversified open-end management investment companies or series 
thereof underlying the Contracts. Contractowners may allocate Net Premium       
Payments and Accumulation Values to the Funds through the corresponding         
Investment Divisions of the Separate Account. The Funds are: The Guardian Stock 
Fund, The Guardian Bond Fund, The Guardian Cash Fund, Baillie Gifford           
International Fund, Baillie Gifford Emerging Markets Fund, Value Line Strategic 
Asset Management Trust, Value Line Centurion Fund and Gabelli Capital Asset     
Fund.                                                                           

Investment Division: A division of the Separate Account, the assets of which    
consist solely of shares of the corresponding Fund. Each Investment Division is 
further divided into two subdivisions: one for funding tax qualified retirement 
plans and the other for funding non-tax qualified retirement plans.             

Net Premium Payment: A purchase payment or premium paid by the Contractowner to 
GIAC in accordance with the Contract, less any applicable premium taxes. The Net
Premium Payment is credited to the Investment Divisions of the Separate Account,
and/or the Fixed-Rate Option, as selected by the Contractowner.                 

Retirement Date: The date on which Annuity Payments under the Contract commence.

Surrender Value: The amount payable to the Contractowner or other payee upon    
termination of the Contract, other than by the Annuitant's or Contractowner's   
death.                                                                          

Valuation Period: The period of time from one determination of Accumulation Unit
and Annuity Unit values to the next subsequent determination of these values.   

Variable Annuity: An Annuity providing for payments that vary in amount to      
reflect the investment experience of the Variable Investment Options selected by
the Contractowner.                                                              

Variable Investment Options: The Funds constitute the Variable Investment       
Options (as distinguished from the Fixed-Rate Option) available under the       
Contract for allocations of Net Premium Payments and Accumulation Values.       

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SUMMARY OF THE CONTRACTS

    The Contracts described in this Prospectus are designed to provide annuity
benefits pursuant to the Annuity Payout Option selected and the retirement plan,
if any, under which a Contract has been issued. The Contracts provide several   
underlying allocation options among which the Contractowner may select to pursue
his or her investment objectives. If the Contractowner selects an Annuity Payout
Option that provides for monthly payments during the lifetime of the Annuitant, 
GIAC promises to make Annuity Payments continuously for the life of the         
Annuitant under the Contracts even if such Annuitant outlives the life          
expectancy used in computing the Annuity. While GIAC is obligated to make       
Annuity Payments regardless of the longevity of the Annuitant, the amount of    
variable Annuity Payments is not guaranteed. With respect to amounts            
attributable to the Variable Investment Options, no assurance can be given that 
the value of the Contracts during the Accumulation Period, or the aggregate     
amount of Annuity Payments made under the Contracts, will equal or exceed the   
Net Premium Payments allocated to the Variable Investment Options.              

   GIAC provides for variable and fixed accumulations and benefits under the
Contracts by crediting the Net Premium Payments to as many as six of the        
Variable Investment Options or five Variable Investment Options and the         
Fixed-Rate Option, as selected by the Contractowner. (See "Descriptions of the  
Variable Investment Options," page 9, and "Description of the Fixed-Rate        
Option," page 11.) To the extent the Contractowner has allocated values to one  
or more of the Variable Investment Options, the Contract value prior to the     
Retirement Date and the amount accumulated to provide Annuity Payments will     
depend upon the investment performance of the Variable Investment Options.      
Amounts allocated to the Fixed-Rate Option will accrue interest at a rate not   
less than the guaranteed minimum interest rate specified in the Contract. (See  
"Accumulation Period," page 15, and "Annuity Period," page 16.) The investment  
risk of gain or loss under the Contracts is borne by the Contractowner except to
the extent that Accumulation Values are allocated to the Fixed-Rate Option where
the investment risk is borne by GIAC.                                           

  Contract values may be transferred among the Investment Divisions of the
Separate Account before and after the Retirement Date, subject to certain       
conditions and in accordance with any applicable retirement plan. Certain       
restrictions apply to transfers to and out of the Fixed-Rate Option. (See       
"Transfers of Contract Values," page 18.)                                       

     The Contracts contain the following additional features which are described
in more detail in this Prospectus:                                              

         (1) No sales charges are deducted from Contract payments. However, if
   part or all of the Accumulation Value of the Contract is withdrawn during
     certain periods of time following the payment of premiums, GIAC will deduct
 from such Accumulation Value a contingent deferred sales charge ranging
   from 6.0% to 1.0%. The percentage amount and the length of time for which
     this charge is applicable depends upon the particular Contract purchased. A
federal income tax penalty may be imposed on such withdrawals. (See   
     "Expense Table," page 5, "Charges and Deductions," page 13, "Surrenders and
Partial Withdrawals," page 19, and "Federal Tax Matters," page 23.)   

       (2) Charges for the assumption by GIAC of the mortality and expense
risks, the administrative expenses incurred by GIAC and state premium 
   taxes, if any, are deducted from the Accumulation Value of the Contracts.
(See "Charges and Deductions," page 13.) In addition, the Funds impose
   certain charges against their respective assets. (See the applicable Fund
prospectus for information about these charges.)                      

     (3) In certain states, the Contractowner may cancel a Contract no
     later than ten (10) days after receiving it by returning the Contract along
  with written notice of cancellation to GIAC. Longer periods may apply in
some states. (See "Right to Cancel the Contracts," page 29.)          

    Contracts offered under this prospectus are available: to retirement plans
which qualify either under Sections 401 or 403(b) of the Code; to individual    
retirement account plans established under Section 408 of the Code; in          
connection with state and municipal deferred compensation plans under Section   
457 of the Code; and other deferred compensation arrangements and under other   
retirement plans which may not qualify for similar tax advantages. (See "Federal
Tax Matters," page 23.) As required by the Code, GIAC restricts withdrawals from
Contracts issued in connection with Section 403(b) qualified plans. (See        
"Federal Tax Matters -- Qualified Contracts -- Section 403(b) Plans," page 26.) 

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--------------------------------------------------------------------------------
 EXPENSE TABLE
--------------------------------------------------------------------------------
CONTRACTOWNER TRANSACTION EXPENSES                                              

Sales Charge Imposed on Purchases:..........  None                              
Exchange Fee:...............................  None                              

Contingent Deferred Sales Charge:                                               

(1) Single Premium Payment Contracts:*                                          
In connection with Single Premium Payment Contracts, the following charges will 
be assessed upon amounts withdrawn during the first seven Contract years        
measured from the date of issue.                                                

Contract Year                 Charge*                                 
1.......................   6%                                 
2.......................   6%                                 
3.......................   5%                                 
4.......................   4%                                 
5.......................   3%                                 
6.......................   2%                                 
7.......................   1%                                 
8 and thereafter........   0%                                 

--------------------------------------------------------------------------------
(2) Flexible Premium Payment Contracts:**                                       

In connection with Flexible Premium Payment Contracts, this charge will be the  
lesser of:                                                                      

(a)  6% of the total payments made during the 84 months immediately   
preceding the date of withdrawal, or                        

(b)  6% of the amount being withdrawn.                                

Annual Contract Administration Fee:                                             
Single Premium Payment Contract........   $35.00                            
Flexible Premium Payment Contract......   $35.00                            

Separate Account Level Annual Expenses:                                         
(as a percentage of daily net asset value)                                      
Mortality and Expense Risk Charge......   1.15%                             
Account Fees and Expenses..............      0%                             
            ----
Total Separate Account Annual Expenses.   1.15%                             

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

 Investment Division Level Annual Expenses:***
 (as a percentage of average net assets)

                                                                      Total Fund
                                                   Management  Other   Operating
                                                     Fees   Expenses  Expenses

The Guardian Cash Fund .........................      .50%     .04%      .54%   
The Guardian Bond Fund .........................      .50%     .04%      .54%   
The Guardian Stock Fund ........................      .50%     .03%      .53%   
Baillie Gifford International Fund .............      .80%     .18%      .98%   
Baillie Gifford Emerging Markets Fund ..........     1.00%     .53%     1.53%   
Value Line Centurion Fund ......................      .50%     .10%      .60%   
Value Line Strategic Asset Management Trust ....      .50%     .08%      .58%   
Gabelli Capital Asset Fund .....................     1.00%     .31%     1.31%   

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

*    After the first Contract year, 10% of the Accumulation Value as of the     
first withdrawal in a Contract year or 10% of the amount of the single
  premium payment, whichever is greater, can be withdrawn annually without
  charge. For Contracts issued in Section 1035 exchanges or in certain IRA
 transfers or rollovers, this no-charge withdrawal privilege may also be
exercised in the first Contract year. After the seventh Contract year,
     there is no charge for withdrawals. The maximum amount to which this charge
     may be applied cannot exceed the single premium payment and the charge will
not exceed 6% of the amount withdrawn as specified in the table above.

**   After the first Contract year, 10% of the Accumulation Value as of the     
    first withdrawal in a Contract year or 10% of the total premium paid under
     the Contract in the 84 months immediately preceding the date of withdrawal,
whichever is greater, can be withdrawn annually without charge. For   
   Contracts issued in Section 1035 exchanges or in certain IRA transfers or
     rollovers, this no-charge withdrawal privilege may also be exercised in the
     first Contract year. The maximum amount of this charge during the 84 months
immediately preceding the date of withdrawal will not exceed 6% of the
total of payments made during such period.                            

***  These percentages reflect the actual fees and expenses incurred by each    
 Fund during the year ended December 31, 1996. The percentages for Value
     Line Centurion Fund and Value Line Strategic Asset Management Trust reflect
(as part of "Other Expenses" and "Total Fund Operating Expenses") the 
 effects of expense reimbursement arrangements pursuant to which each of
these Funds reimburses GIAC for certain administrative and shareholder
servicing expenses incurred by GIAC on their behalf.                  

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

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The following table is designed to assist the Contractowner in        
understanding the various costs and expenses of the Separate Account and its    
underlying Funds. (See "Charges and Deductions" and see the accompanying Fund   
prospectuses for a more complete description of the various costs and expenses.)

Comparison of Contract Expenses Among Underlying Funds
 For Single Premium (SP) and Flexible Premium (FP) Payment Contracts

                                                        [Enlarge/Download Table]

-------------------------------------------------------------------------------------------------------------
                                     If you surrender your contract at       If you do not surrender or you  
                                     the end of the applicable time          annuitize at the end of the     
                                     period:                                 applicable time period:         

                                        You would pay the following              You would pay the following 
                                     expenses on a $1,000 investment,        expenses on a $1,000 investment,
                                     assuming a 5% annual return on          assuming a 5% annual return on  
                                     assets:                                 assets:                         

                                        Single Premium and Flexible              Single Premium and Flexible 
                                             Premium Contracts                        Premium Contracts      
                                  ---------------------------------------------------------------------------
                                     1 Yr.   3 Yrs.   5 Yrs.   10 Yrs.       1 Yr.   3 Yrs.   5 Yrs.  10 Yrs.
-------------------------------------------------------------------------------------------------------------
                                                                                                             
THE GUARDIAN CASH FUND              $79 SP   $108 SP  $129 SP  $215 SP      $19 SP   $58 SP   $99 SP  $215 SP
                                    $79 FP   $118 FP  $159 FP  $215 FP      $19 FP   $58 FP   $99 FP  $215 FP
-------------------------------------------------------------------------------------------------------------
THE GUARDIAN BOND FUND              $79 SP   $108 SP  $129 SP  $215 SP      $19 SP   $58 SP   $99 SP  $215 SP
                                    $79 FP   $118 FP  $159 FP  $215 FP      $19 FP   $58 FP   $99 FP  $215 FP
-------------------------------------------------------------------------------------------------------------
THE GUARDIAN STOCK FUND             $79 SP   $107 SP  $129 SP  $214 SP      $19 SP   $57 SP   $99 SP  $214 SP
                                    $79 FP   $117 FP  $159 FP  $214 FP      $19 FP   $57 FP   $99 FP  $214 FP
-------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD INTERNATIONAL                                                                                
  FUND                              $83 SP   $122 SP  $153 SP  $262 SP      $23 SP   $72 SP   $123 SP $262 SP
                                    $83 FP   $132 FP  $183 FP  $262 FP      $23 FP   $72 FP   $123 FP $262 FP
-------------------------------------------------------------------------------------------------------------
BAILLIE GIFFORD EMERGING                                                                                     
  MARKETS FUND                      $89 SP   $139 SP  $181 SP  $319 SP      $29 SP   $89 SP   $151 SP $319 SP
                                    $89 FP   $149 FP  $211 FP  $319 FP      $29 FP   $89 FP   $151 FP $319 FP
-------------------------------------------------------------------------------------------------------------
VALUE LINE CENTURION FUND           $80 SP   $111 SP  $134 SP  $225 SP      $19 SP   $60 SP   $102 SP $221 SP
                                    $80 FP   $121 FP  $164 FP  $225 FP      $19 FP   $60 FP   $102 FP $221 FP
-------------------------------------------------------------------------------------------------------------
VALUE LINE STRATEGIC ASSET                                                                                   
  MANAGEMENT TRUST                  $79 SP   $119 SP  $131 SP  $219 SP      $19 SP   $59 SP   $101 SP $219 SP
                                    $79 FP   $119 FP  $161 FP  $221 FP      $19 FP   $59 FP   $101 FP $219 FP
-------------------------------------------------------------------------------------------------------------
GABELLI CAPITAL ASSET FUND          $87 SP   $132 SP  $170 SP  $297 SP      $27 SP   $82 SP   $140 SP $297 SP
                                    $87 FP   $142 FP  $200 FP  $297 FP      $27 FP   $82 FP   $140 FP $297 FP
-------------------------------------------------------------------------------------------------------------

    This expense comparison assumes that the expenses reported in the table on
the foregoing page will be the expenses incurred during the periods shown above.
This comparison is not a representation of past or future expenses. Actual      
expenses may be higher or lower than those shown. The effect of the annual      
contract fee was calculated by: (1) dividing the total amount of such fees for  
the year ended December 31, 1996 by the total average net assets for such year; 
(2) adding this percentage to annual expenses; and (3) calculating the dollar   
amounts. Premium taxes ranging from approximately 0.50% to 3.5% are currently   
imposed by certain states and municipalities on premium payments made under the 
Contracts. Where applicable, such taxes reduce the amount of each premium       
payment available for allocation under the Contracts. See "Charges and          
Deductions -- Premium Taxes."                                                   

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 CONDENSED FINANCIAL INFORMATION

     The following condensed financial information is derived from the financial
statements of the Separate Account, which were audited by Price Waterhouse LLP, 
independent accountants, for the years ended December 31, 1992 through 1996 and 
by other independent auditors for the prior period. The data should be read in  
conjunction with the financial statements, related notes and other financial    
information from the Separate Account's 1996 Annual Report to Contractowners    
which are incorporated by reference into the Statement of Additional            
Information. A copy of the 1996 Annual Report to Contractowners and the         
Statement of Additional Information may be obtained by calling or writing GIAC's
Customer Service Office. The address and phone number appear on the cover of    
this Prospectus.                                                                

     Selected data for accumulation units of the Separate Account outstanding at
the end of each period:                                                         

                                   TAX QUALIFIED AND NON-TAX QUALIFIED

                                                        [Enlarge/Download Table]

Variable Accumulation Unit                                       Year Ended December 31,                          
Value at Beginning of Period:              1996        1995          1994         1993        1992        1991    
--------------------------------------  ----------  ----------    ----------   ----------  ----------   --------- 
                                                                                                                  
The Guardian Cash Fund ...............  $12.319068  $11.808794    $11.506661   $11.340994  $11.115363  $10.648908 
The Guardian Stock Fund ..............   21.774794   16.358812     16.762756    14.136306   11.910247    8.862117 
The Guardian Bond Fund ...............   15.694939   13.502913     14.148558    13.029142   12.238317   10.655367 
Gabelli Capital Asset Fund ...........   10.750707       10.00++         N/A          N/A         N/A         N/A 
Baillie Gifford International Fund ...   14.035634   12.765807     12.802570     9.662405   10.739267       10.00*
Baillie Gifford Emerging Markets Fund     8.628815    8.782325         10.00+         N/A         N/A         N/A 
Value Line Centurion Fund ............   24.224164   17.494618     18.098849    16.765815   16.012030   10.643745 
Value Line Strategic Asset Management                                                                             
  Trust ..............................   21.700306   17.078883     18.163921    16.427405   14.444559   10.194445 

Variable Accumulation Unit                                                                                        
Value at End of Period:                                                                                           
--------------------------------------                                                                            
The Guardian Cash Fund ...............  $12.785111  $12.319068    $11.808794   $11.506661  $11.340994  $11.115363 
The Guardian Stock Fund ..............   27.313449   21.774794     16.358812    16.762756   14.136306   11.910247 
The Guardian Bond Fund ...............   15.960396   15.694939     13.502913    14.148558   13.029142   12.238317 
Gabelli Capital Asset Fund ...........   11.797549   10.750707           N/A          N/A         N/A         N/A 
Baillie Gifford International Fund ...   16.012486   14.035634     12.765807    12.802570    9.662405   10.739267 
Baillie Gifford Emerging Markets Fund    10.626424    8.628815      8.782325          N/A         N/A         N/A 
Value Line Centurion Fund ............   28.096610   24.224164     17.494618    18.098849   16.765815   16.012030 
Value Line Strategic Asset Management                                                                             
  Trust ..............................   24.854247   21.700306     17.078883    18.163921   16.427405   14.444559 

                                                   TAX QUALIFIED                                                  

Number of Variable Accumulation                                  Year Ended December 31,                          
Units Outstanding at End of Period:        1996        1995          1994         1993        1992        1991    
--------------------------------------  ----------  ----------    ----------   ----------  ----------   --------- 
The Guardian Cash Fund ...............   7,321,876   6,926,901     6,899,486    4,605,152   4,598,975   3,653,165 
The Guardian Stock Fund ..............  27,746,820  23,534,061    18,824,239   12,501,820   6,559,579   3,290,347 
The Guardian Bond Fund ...............   6,810,309   7,014,567     6,312,515    6,016,214   4,175,926   2,017,037 
Gabelli Capital Asset Fund ...........   1,933,134     991,190           N/A          N/A         N/A         N/A 
Baillie Gifford International Fund ...   8,047,579   7,289,479     7,632,246    3,944,746   1,571,181     732,319 
Baillie Gifford Emerging Markets Fund    1,522,784     749,143       248,098          N/A         N/A         N/A 
Value Line Centurion Fund ............   5,667,373   4,771,855     4,045,695    3,406,565   2,515,056   1,302,089 
Value Line Strategic Asset Management                                                                             
  Trust ..............................  18,177,711  16,584,130    15,618,595   12,594,766   7,568,013   3,081,311 

                                                 NON-TAX QUALIFIED                                                

Number of Variable Accumulation                                  Year Ended December 31,                          
Units Outstanding at End of Period:        1996        1995          1994         1993        1992        1991    
--------------------------------------  ----------  ----------    ----------   ----------  ----------   --------- 
The Guardian Cash Fund ...............   7,380,883   7,241,159     8,107,403    5,394,541   3,895,295   3,061,803 
The Guardian Stock Fund ..............  22,529,110  19,937,985    16,594,903   12,589,044   6,112,466   3,294,032 
The Guardian Bond Fund ...............   5,852,776   6,096,789     5,358,555    5,776,313   4,257,072   2,194,420 
Gabelli Capital Asset Fund ...........   1,814,916   1,157,178           N/A          N/A         N/A         N/A 
Baillie Gifford International Fund ...   7,047,241   6,575,473     7,442,570    4,620,707   1,499,668     582,292 
Baillie Gifford Emerging Markets Fund    1,848,596     691,090       358,340          N/A         N/A         N/A 
Value Line Centurion Fund ............   5,376,867   4,892,644     4,263,710    4,010,263   3,147,495   1,948,573 
Value Line Strategic Asset Management                                                                             
  Trust ..............................  13,034,700  12,026,703    11,773,225   10,438,598   5,611,106   2,135,711 

----------                                                                      
* Commencing February 8, 1991.                                                
+ Commencing October 17, 1994.                                                
++ Commencing May 1, 1995.                                                      

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 DESCRIPTIONS OF GIAC AND THE SEPARATE ACCOUNT
GIAC                                                                            

 The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a stock life
insurance company incorporated in the state of Delaware in 1970. GIAC is the    
issuer of the Contracts offered under this Prospectus. GIAC is licensed to      
conduct an insurance business in all 50 states of the United States and the     
District of Columbia and had total assets (statutory basis) of over $6.0 billion
as of December 31, 1996. GIAC's Executive Office is located at 201 Park Avenue  
South, New York, New York 10003. The address of GIAC's Customer Service Office  
for these Contracts is P.O. Box 26210, Lehigh Valley, Pennsylvania 18002.       

GIAC is wholly owned by The Guardian Life Insurance Company of America
("Guardian Life"), a mutual life insurance company organized in the State of New
York in 1860. As of December 31, 1996, Guardian Life had total assets (statutory
basis) in excess of $12.1 billion. Guardian Life is not the issuer of the       
Contracts offered under this Prospectus and does not guarantee the benefits     
provided therein.                                                               

GIAC's statutory basis financial statements appear in the Statement of
Additional Information.                                                         

The Separate Account                                                            

    GIAC established the Separate Account in August 1989. The Separate Account
is registered as a unit investment trust under the Investment Company Act of    
1940, as amended (the "1940 Act"), and meets the definition of "separate        
account" under the Federal securities laws. The Separate Account receives and   
invests payments from Contractowners and owners of certain group deferred       
variable annuity contracts issued by GIAC. In addition, the Separate Account may
receive and invest payments for other variable annuity contracts offered by     
GIAC.                                                                           

    There are eight Investment Divisions (which correspond to the eight Funds)
available for allocations of Net Premium Payments and Accumulation Values. Each 
Investment Division invests in a specific underlying Fund, and thus reflects    
that Fund's investment performance. Each such Investment Division is divided    
into two subdivisions, one for allocations under tax qualified retirement plans 
and the other for non-tax qualified plans. GIAC is the record owner of all of   
the Fund shares held by each Investment Division but passes through to the      
Contractowners the voting rights in such shares. (See "Voting Rights.")         

   Each Investment Division is administered and accounted for as part of the
general business of GIAC. Under Delaware law, the income and capital gains or   
capital losses of each Investment Division are credited to or charged against   
the assets held in that Division in accordance with the terms of each Contract, 
without regard to other income, capital gains or capital losses of the other    
Investment Divisions. The obligations arising under the Contracts are           
obligations of GIAC. Delaware insurance law provides that the assets of the     
Separate Account are not chargeable with liabilities arising out of any other   
business GIAC may conduct. (See "Federal Tax Matters.")                         

     The Contractowner may allocate Net Premium Payments and Accumulation Values
among up to six of the Contract's allocation options at any one time. Selecting 
the Fixed-Rate Option reduces the number of Funds which may be selected for     
allocation. No sales charges are assessed against premium payments invested in  
the Funds under the Contracts. Transfers among the Investment Divisions may     
currently be effected without fee, penalty or other charge by notifying GIAC's  
Customer Service Office in writing or by telephone. (See "Transfers of Contract 
Values.")                                                                       

All dividends and capital gains distributions received from a Fund are
reinvested in such Fund's shares at net asset value and retained as assets of   
the Separate Account through allocation to the applicable Investment Division.  
Fund shares will be redeemed by GIAC at their net asset value to the extent     
necessary to make annuity or other payments under the Contract.                 

  GIAC retains the right, subject to applicable law, to (1) deregister the
Separate Account under the 1940 Act; (2) operate the Separate Account as a      
management investment company or any other form permitted by law; (3) combine   
any two or more separate accounts or Investment Divisions; (4) transfer the     
assets of the Separate                                                          

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Account to another separate account; and (5) modify the Contracts as necessary  
to preserve the favorable tax treatment accorded to them under the Code,        
including modifications designed to prevent the Contractowner from being        
considered the owner of the assets of the Separate Account, or the Fixed Rate   
Option and, consequently, to be subject to taxation.                            

 DESCRIPTIONS OF THE VARIABLE INVESTMENT OPTIONS

The Funds                                                                       

     Each Fund has a different investment objective which it tries to achieve by
following specified investment policies. The objective and policies of each Fund
will affect its potential returns and its risks. There is no guarantee that a   
Fund will achieve its investment objective. The following chart states the      
investment objective and lists typical portfolio investments of each Fund       
currently available through the Separate Account.                               

    Each of the Funds is an open-end diversified management investment company
or a series thereof, and is registered with the SEC under the 1940 Act. Such    
registration does not involve any supervision by the SEC of the investment      
management or policies of the Funds. The Funds do not impose a sales charge or  
"load" for buying and selling their shares, so GIAC buys and sells shares at net
asset value in response to Contractowner-requested and other Contract           
transactions.                                                                   

    All of the Funds are also available under other variable annuity contracts
funded by the Separate Account. Certain of the Funds are available under other  
separate accounts supporting certain GIAC variable annuity contracts and        
variable life insurance policies. Although GIAC does not anticipate any inherent
difficulties in offering these Funds to more than one separate account, it is   
possible that certain conflicts of interest may arise in connection with the use
of the same Funds under both variable life insurance policies and variable      
annuity contracts. While each Fund's Board of Directors intends to monitor      
events in order to identify and, if deemed necessary, act upon any material     
irreconcilable conflicts that may possibly arise, GIAC may also take action to  
protect Contractowners. See the accompanying prospectuses for the Funds for more
information regarding such possible conflicts of interest.                      

                                                        [Enlarge/Download Table]

FUND                            INVESTMENT OBJECTIVE(S)                         TYPICAL INVESTMENTS                               
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                  
The Guardian Stock Fund         Long-term growth of capital                     U.S. common stocks and convertible securities     
----------------------------------------------------------------------------------------------------------------------------------
The Guardian Bond Fund          Maximum income without undue risk of principal  Investment grade debt obligations and U.S.        
                                capital appreciation as a secondary objective   government securities, including mortgage-backed  
                                                                                and asset-backed securities                       
----------------------------------------------------------------------------------------------------------------------------------
The Guardian Cash Fund          High level of current income consistent with    Money market instruments                          
                                liquidity and preservation of capital                                                             
----------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford International   Long-term capital appreciation                  Common stocks and convertible securities issued   
  Fund                                                                          by foreign companies                              
----------------------------------------------------------------------------------------------------------------------------------
Baillie Gifford Emerging        Long-term capital appreciation                  Common stocks and convertible securities issued   
  Markets Fund                                                                  by companies that are organized in, generally     
                                                                                operate in, or which principally sell their       
                                                                                securities in emerging market countries           
----------------------------------------------------------------------------------------------------------------------------------
Value Line Centurion Fund       Long-term growth of capital                     U.S. common stocks ranked 1 or 2 by the Value Line
                                                                                Ranking System*                                   
----------------------------------------------------------------------------------------------------------------------------------
Value Line Strategic Asset      High total investment return (current income    U.S. common stocks ranked 1 or 2 by the Value     
  Management Trust              and capital appreciation) consistent with       Line Ranking System,* bonds and money market      
                                reasonable risk                                 instruments                                       
----------------------------------------------------------------------------------------------------------------------------------
Gabelli Capital Asset Fund      Growth of capital; current income as a          U.S. common stocks and convertible securities     
                                secondary objective                                                                               
----------------------------------------------------------------------------------------------------------------------------------

Certain of the Funds may not be available in all States.                        

--------------------------------------------------------------------            
* The Value Line Ranking System has been used substantially in its present form 
since 1965. The System ranks stocks on a scale of 1 (highest) to 5 (lowest) for 
year-ahead relative performance (timeliness).                                   

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  GIAC retains the right, subject to any applicable law, to make additions
to, deletions from, or substitutions for, the Fund shares held by any Investment
Division. GIAC reserves the right to eliminate the shares of any of the Funds   
and to substitute shares of another Fund, or of another registered open-end     
management investment company or series thereof or other appropriate investment 
vehicle, if: (1) the shares of the Fund are no longer available for investment; 
and (2) in GIAC's view it has become inappropriate to continue investing in the 
Fund's shares. To the extent required by the 1940 Act, substitutions of shares  
attributable to a Contractowner's interest in an Investment Division will not be
made until the Contractowner has been notified of the change.                   

A more detailed description of the investment objectives, policies,   
charges, and expenses of the Funds may be found in the accompanying prospectuses
for the Funds. Read the prospectuses carefully before investing.                

THE FUNDS' INVESTMENT ADVISERS                                                  

    The Guardian Stock Fund, The Guardian Bond Fund and The Guardian Cash Fund
are advised by Guardian Investor Services Corporation ("GISC"), 201 Park Avenue 
South, New York, New York 10003. GISC is registered as an investment adviser    
under the Investment Advisers Act of 1940 (the "Advisers Act"). GISC is wholly  
owned by GIAC. Each of these Funds pays GISC an investment advisory fee at an   
annual rate of 0.50% of the Fund's average daily net assets for the services and
facilities GISC provides to the fund. GISC also serves as the manager of Gabelli
Capital Asset Fund, and as the investment adviser of six of the eight series    
comprising The Park Avenue Portfolio (a family of mutual funds) and The Guardian
Small Cap Stock Fund series of GIAC Funds, Inc.                                 

   Baillie Gifford International Fund (the "International Fund") and Baillie
Gifford Emerging Markets Fund (the "Emerging Markets Fund") are advised by      
Guardian Baillie Gifford Limited ("GBG"), 1 Rutland Court, Edinburgh, EH3 8EY,  
Scotland. GBG is registered as an investment adviser under the Advisers Act and 
is a member of Great Britain's Investment Management Regulatory Organization    
Limited ("IMRO"). GBG was incorporated in Scotland in November 1990 and is      
wholly owned by GIAC (51%) and Baillie Gifford Overseas Limited ("BG Overseas") 
(49%). GBG also serves as the investment adviser of two of the eight series     
comprising The Park Avenue Portfolio. GBG receives an investment advisory fee at
an annual rate of 0.80% of the average daily net assets of the International    
Fund and 1.00% of the average daily net assets of the Emerging Markets Fund for 
the services and facilities GBG provides to the Funds.                          

 GBG has appointed BG Overseas to serve as sub-investment adviser to the
International Fund and the Emerging Markets Fund. Like GBG, BG Overseas is      
located at 1 Rutland Court, Edinburgh, EH3 8EY, Scotland. BG Overseas is also   
registered under the Advisers Act and is a member of IMRO. BG Overseas is wholly
owned by Baillie Gifford & Co., which is currently one of the largest investment
management partnerships in the United Kingdom. BG Overseas advises several      
institutional clients situated outside of the United Kingdom, and is also the   
sub-investment adviser to the series of The Park Avenue Portfolio that are      
advised by GBG. One half of the investment advisory fee paid by the Funds to GBG
is payable by GBG to BG Overseas for its services as these Funds' sub-investment
adviser. No separate or additional fee is paid by these Funds to BG Overseas.   

   Value Line Strategic Asset Management Trust and Value Line Centurion Fund
are advised by Value Line, Inc. ("Value Line"), 220 East 42nd Street, New York, 
New York 10017. Value Line is registered as an investment adviser under the     
Advisers Act. Each of the Value Line Funds pays Value Line an investment        
advisory fee at an annual rate of 0.50% of the Fund's average daily net assets  
for the services and facilities Value Line provides to these Funds. Each of the 
Value Line Funds reimburses GIAC for certain administrative and shareholder     
servicing expenses incurred by GIAC on their behalf. Value Line also serves as  
the investment adviser to its own family of mutual funds and publishes The Value
Line Investment Survey and The Value Line Mutual Fund Survey.                   

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    Gabelli Capital Asset Fund is managed by GISC, which has appointed Gabelli
Funds, Inc. ("GFI") as the investment adviser to the Fund. GFI is located at One
Corporate Center, Rye, New York 10580, and is registered as an investment       
adviser under the Advisers Act. The Fund pays GISC a management fee at an annual
rate of 1.00% of its average daily net assets for services and facilities which 
GISC provides to the Fund. For its services as investment adviser, GISC pays GFI
.75% of the management fee which GISC receives from the Fund. No separate or  
additional fee is paid by the Fund to GFI. GFI also serves as investment adviser
to various other open-end mutual funds and 2 closed-end mutual funds.           

DESCRIPTION OF THE FIXED-RATE OPTION

That portion of each Contract relating to the Fixed-Rate Option is not
registered under the Securities Act of 1933 ("1933 Act") and the Fixed-Rate     
Option is not registered as an investment company under the 1940 Act.           
Accordingly, neither the Fixed-Rate Option nor any interests therein are subject
to the provisions or restrictions of the 1933 Act or the 1940 Act. However, the 
following disclosure about the Fixed-Rate Option may be subject to certain      
generally applicable provisions of the federal securities laws regarding the    
accuracy and completeness of statements not in prospectuses. The Fixed-Rate     
Option may not be available for allocation in all states in which the Contracts 
are available.                                                                  

General Information                                                             

The Contract permits the owner to allocate all or a portion of any Net
Premium Payment and to transfer all or a portion of his or her Accumulation     
Value under the Contract to the Fixed-Rate Option. GIAC guarantees that amounts 
invested under the Fixed-Rate Option will accrue interest daily at an effective 
annual rate of at least 3.5% (the "guaranteed minimum interest rate"). GIAC may 
also credit interest at a rate in excess of 3.5% (the "excess interest rate"),  
but is under no obligation to do so. Any excess interest rate will be determined
at the sole discretion of GIAC and may be changed by GIAC from time to time and 
without notice. The Contractowner assumes the risk that interest credited on any
portion of the Accumulation Value in the Fixed-Rate Option may not exceed the   
guaranteed minimum interest rate (3.5%) for any given year.                     

 There is no specific formula for the determination of whether to credit
excess interest or the rate thereof. However, some of the factors that GIAC may 
consider are general economic trends, rates of return currently available and   
anticipated on GIAC's general account investments, regulatory and tax           
requirements and competitive factors. GIAC is aware of no statutory limitations 
on the maximum amount of interest it may credit, and the Board of Directors of  
GIAC has set no limitations.                                                    

  The amounts credited to the Fixed-Rate Option become part of the general
assets of GIAC and are segregated from those allocated to any separate account  
of GIAC. GIAC invests the assets of the Fixed-Rate Option in those assets chosen
by GIAC and allowed by applicable law. The allocation of any amounts to the     
Fixed-Rate Option does not entitle a Contractowner to share in the investment   
experience of those assets.                                                     

   The interest rate initially credited to Net Premium Payments or transfers
of Accumulation Value allocated to the Fixed-Rate Option will be the rate in    
effect on the date such amounts are so allocated. Each such payment or transfer 
will continue to receive the rate of interest initially credited until the next 
Contract Anniversary Date.                                                      

   For a description of certain restrictions which apply to transfers to and
from the Fixed-Rate Option, see "Description of the Contracts -- Transfers of   
Contract Values."                                                               

Renewal Rate and Bailout Provision                                              

   On the Contract Anniversary Date, all payments and transfers allocated to
the Fixed-Rate Option during the prior Contract year, together with all interest
earnings and amounts previously allocated by the Contractowner to               

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the Fixed-Rate Option, will be credited with the rate of interest in effect on  
that date (the "renewal rate"). Such renewal rate will be guaranteed with       
respect to these amounts until the next Contract Anniversary Date. If the       
renewal rate (a) is more than three (3) percentage points below the interest    
rate credited for the immediately preceding Contract year, or (b) falls below   
the minimum bailout rate specified in the Contract (where approved by the       
applicable state insurance departments), a Contractowner may withdraw all or a  
portion of the amount which has been held in the Fixed-Rate Option for one year 
or more without imposition of a contingent deferred sales charge. Such          
withdrawal request must be in writing and received by GIAC at its Customer      
Service Office within 60 days of the Contract Anniversary Date. (See "Surrenders
and Partial Withdrawals.")                                                      

DESCRIPTION OF THE CONTRACTS

   This section of the Prospectus highlights the more significant provisions
of the Contracts. The information included in this section generally describes, 
among other things, the benefits, charges, rights and privileges under the      
Contracts. These descriptions are qualified by reference to a specimen of the   
Contract which has been filed as an exhibit to the registration statement for   
the Separate Account. The provisions of the Contracts may vary slightly from    
state to state due to variations in state regulatory requirements.              

General Information                                                             

   The Contracts are only offered on the lives of individual Annuitants. Two
types of Contracts are available: a Single Premium Payment Contract and a       
Flexible Premium Payment Contract. Each of these Contracts is available to      
retirement plans which qualify for special Federal income tax treatment         
("qualified Contracts") and those which do not qualify for such treatment       
("non-qualified Contracts"). (See "Federal Tax Matters.")                       

A minimum premium payment of $5,000 is required under Single Premium  
Payment Contracts. A minimum initial premium payment of $500 is required under  
Flexible Premium Payment Contracts (except in New York state where the required 
minimum is $1,000). Thereafter, the minimum additional flexible payment is $100.
However, if a Flexible Premium Payment Contract is purchased by, or in          
connection with, an employer payroll deduction plan, GIAC will accept purchase  
payments below $100. The aggregate of flexible premium payments made in any     
Contract year after the first may not exceed the lesser of: (1) ten times the   
amount of the premium payments made in the first Contract year or (2) $100,000, 
without GIAC's written consent.                                                 

    The variable annuity payments provided by the Contracts are funded through
investments in the Separate Account. Information regarding the Separate Account 
is contained in the sections entitled "Descriptions of GIAC and the Separate    
Account" and "Descriptions of the Variable Investment Options."                 

Pre-Retirement Death Benefit                                                    

   If the Annuitant (or a Contractowner for non-qualified Contracts) dies on
or before the Retirement Date and GIAC has received due proof of death, GIAC    
will pay to the Contract's Beneficiary the greater of: (1) the Accumulation     
Value of the Contract as of the end of the Valuation Period during which GIAC   
received due proof of death; or (2) the total amount of premiums paid less any  
partial withdrawals and any contingent deferred sales charge paid thereon. For  
Contracts issued for the benefit of Annuitants who are 75 years of age or older 
on the Contract's issue date, the death benefit will be the Accumulation Value  
as of the end of the Valuation Period during which GIAC received due proof of   
death. The Contractowner may designate a Beneficiary and may change such        
designation at any time before the Retirement Date.                             

   The death benefit will ordinarily be paid within seven (7) days of GIAC's
receipt of due proof of death. However, GIAC reserves the right to defer payment
of any Contract benefits, other than guaranteed death benefits, under certain   
circumstances. (See "Surrenders and Partial Withdrawals.")                      

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Purchasing a Contract                                                           

To purchase a Contract, a completed and signed application and initial
premium payment must be sent to: The Guardian Insurance & Annuity Company, Inc.,
Customer Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania 18002.     
Certified, registered or express mail deliveries must be addressed to: The      
Guardian Insurance & Annuity Company, Inc., Customer Service Office, 3900       
Burgess Place, Bethlehem, Pennsylvania 18017.                                   

    If the application is acceptable to GIAC in the form received, the initial
Net Premium Payment will be credited within two (2) business days after receipt.
Acceptance is subject to GIAC's rules and GIAC reserves the right to reject any 
application or initial premium payment. If the initial Net Premium Payment      
cannot be credited within five (5) business days after receipt by GIAC because  
the application is incomplete, GIAC will promptly return the premium payment and
application to the applicant.                                                   

  After issuance of the Contract, net premium payments received by GIAC at
its Customer Service Office prior to the close of GIAC's business day will      
normally be credited to the Contract on that day. Net premium payments received 
on a non-business day or following the close of GIAC's business day will be     
credited at the next accumulation unit value calculated on the first business   
day following receipt.                                                          

Charges and Deductions                                                          

   Charges and deductions under the Contracts are made for GIAC's assumption
of mortality and expense risks, administrative expenses, any applicable state   
premium taxes, and, where applicable, charges (or credits) to the non-tax       
qualified subdivisions of the Separate Account for any Federal income taxes. The
Separate Account does not incur any operating expenses or account fees and      
expenses. Although no sales charges are deducted from premium payments when     
made, a contingent deferred sales charge will be assessed upon certain Contract 
surrenders or withdrawals. The amount of this latter charge is based on the type
of Contract involved. Each charge and deduction under the Contracts is described
below:                                                                          

Mortality and Expense Risk Charge: The mortality risk assumed by GIAC 
arises from its promise to pay death benefit proceeds and from its contractual  
obligation to continue to make Annuity Payments (determined in accordance with  
the annuity tables and other provisions of the Contract) to each Annuitant      
regardless of how long he or she lives and regardless of how long all Annuitants
as a group live. This assures each Annuitant that neither his or her own        
longevity nor an improvement in general life expectancy will adversely affect   
the Annuity Payments he or she will receive under a Contract, and relieves the  
Annuitant from the risk that he or she will outlive the amounts actually        
accumulated for retirement. The expense risk assumed by GIAC arises from the    
possibility that the amounts deducted for sales and administrative expenses may 
be insufficient to cover the actual cost of such items.                         

GIAC makes a daily charge against the net assets of each Variable     
Investment Option in an amount equal to 1.15% on an annual basis (consisting of 
approximately .70% for mortality risks and approximately .45% for expense risks)
to compensate it for the assumption of mortality and expense risks. If this     
charge is insufficient to cover the actual cost of these risks, the loss will   
fall on GIAC. Conversely, if the charge proves more than sufficient, any excess 
may be retained by GIAC for profit or used by it to meet any operational        
expenses, including those relating to distribution of the Contracts.            

Variable Annuity Payments reflect the investment performance of the   
Variable Investment Options, but are not affected by changes in actual mortality
experience or by expenses incurred by GIAC in excess of the expense deductions  
provided for in each Contract.                                                  

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     Administrative Expenses: On each Contract Anniversary Date on or before the
Retirement Date, GIAC deducts a contract administration fee of $35 from the     
Accumulation Value of each Contract by cancelling the number of Accumulation    
Units equal in value to the fee. This administrative fee is deducted from the   
Variable Investment Options and the Fixed-Rate Option on a pro-rata basis in the
same proportion as the percentage of the Contract's Accumulation Value          
attributable to each Variable Investment Option and the Fixed-Rate Option. GIAC 
will not increase the deduction for administrative expenses above $35 per year. 
GIAC will deduct the contract administration fee upon any surrender of a        
Contract which occurs before the Contract Anniversary Date. The deduction for   
administrative expenses reimburses GIAC for its actual expenses incurred in     
administering the Contracts and it is not expected to result in a profit.       

    Premium Taxes: Certain states and municipalities impose premium taxes when
premium payments are made or when annuity payments begin. These taxes range from
approximately 0.50% to 3.5% of premium payments made for the Contracts. For     
those Contracts subject to premium tax, GIAC deducts premium tax either from the
premium payment when made or on the Retirement Date, as determined in accordance
with applicable law. However, in those jurisdictions where the premium tax is   
required to be deducted at the time of premium payment, GIAC reserves the right,
if permitted by applicable law and with the consent of the Contractowner, to pay
the premium tax on behalf of the Contractowner and deduct the amount paid from  
the contract value at the first to occur of surrender, death or the Retirement  
Date.                                                                           

 Contingent Deferred Sales Charge: GIAC does not deduct a separate sales
charge from premium payments when made. However, a contingent deferred sales    
charge ("CDSC") is imposed by GIAC on certain surrenders or partial withdrawals 
to cover certain expenses incurred in the sale of the Contracts, including      
commissions to registered representatives and various promotional expenses. The 
CDSC and the time periods for which it applies differ depending upon the type of
Contract purchased.                                                             

    In connection with Single Premium Payment Contracts, the following charges
will be assessed upon amounts withdrawn during the first seven Contract years   
measured from the date of issue:                                                

Contract Year                        Charge     
1.............................. 6%  
2.............................. 6%  
3.............................. 5%  
4.............................. 4%  
5.............................. 3%  
6.............................. 2%  
7.............................. 1%  
8 and thereafter...................... 0%         

After the first Contract year, 10% of the Accumulation Value as of the
first withdrawal in a Contract year or 10% of the amount of the single premium  
payment, whichever is greater, can be withdrawn annually by the Contractowner   
without application of the CDSC. For Contracts issued in Section 1035 exchanges 
or in IRA transfers or rollovers from annuity contracts, this no-charge         
withdrawal privilege may also be exercised in the first Contract year. Such     
withdrawals may, however, be subject to penalty taxes and/or mandatory federal  
income tax withholding. (See "Federal Tax Matters.") After the seventh Contract 
year there is no charge for withdrawals from Single Premium Payment Contracts.  
The maximum amount to which the CDSC may be applied cannot exceed the single    
premium payment and the CDSC will not exceed 6% of the amount withdrawn as      
specified in the table above.                                                   

     In connection with Flexible Premium Payment Contracts, the CDSC will be the
lesser of: (1) 6% of the total                                                  

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payments made during the 84 months immediately preceding the date of withdrawal 
annually, or (2) 6% of the amount being withdrawn. However, after the first     
Contract year, 10% of the Accumulation Value as of the first withdrawal in a    
Contract year or 10% of the total premium paid under the Contract in the 84     
months immediately preceding the date of withdrawal, whichever is greater, can  
be withdrawn without application of the CDSC. For Contracts issued in Section   
1035 exchanges or in IRA transfers or rollovers from annuity contracts, this    
no-charge withdrawal privilege may also be exercised in the first Contract year.
Such withdrawals may, however, be subject to penalty taxes and/or mandatory     
federal income tax withholding. (See "Federal Tax Matters.") The maximum amount 
of the CDSC during the 84 months immediately preceding the date of withdrawal   
will not exceed 6% of the total of payments made during such period. The CDSC is
not charged against withdrawals of amounts that have been on deposit under      
Flexible Premium Payment Contracts for more than 84 months.                     

 To minimize the amount of the CDSC charged in any particular situation,
withdrawals from any Variable Investment Option or the Fixed Rate Option will be
made in the same order in which amounts were allocated to that Option, subject  
to the cancellation ordering rules set forth in "Surrenders and Partial         
Withdrawals."                                                                   

 Other Charges Applicable to the Funds: The net asset value per share of
each of the Funds reflect investment management fees and certain general        
operating expenses paid by the Funds. With the exception of the International   
Fund, the Emerging Markets Fund and Gabelli Capital Asset Fund, each of the     
Funds pays an annual investment management fee to its investment adviser that   
equals 0.50% of such Fund's average daily net assets. The annual investment     
management fee paid to the adviser of the International Fund and the Emerging   
Markets Fund is 0.80% of the International Fund's average daily net assets and  
1.00% of the Emerging Markets Fund's average daily net assets. Gabelli Capital  
Asset Fund pays its manager an annual management fee of 1.00% of its average    
daily net assets. No separate fee is payable to the respective sub-investment   
advisers of these Funds. (See "The Funds".) The management fees and other       
expenses incurred by the Funds are more fully described in the accompanying     
prospectuses for the Funds.                                                     

Accumulation Period                                                             

    Allocation of Net Premium Payment: The initial Net Premium Payment will be
used to purchase Accumulation Units in the Investment Divisions or the          
Fixed-Rate Option as selected by the Contractowner at the unit values next      
computed following receipt and acceptance of the payment by GIAC. Subsequent Net
Premium Payments will be allocated among the underlying Contract options as     
initially selected for allocation or pursuant to new allocation instructions    
requested by the Contractowner in writing. New allocation instructions will be  
implemented by GIAC following their receipt at its Customer Service Office.     
However, the Contractowner may not be invested in more than six allocation      
options at any given time.                                                      

Crediting Accumulation Units under the Contract: Variable Accumulation
Units represent the interests in the Variable Investment Options and Fixed      
Accumulation Units represent the interests in the Fixed-Rate Option. The total  
number of Accumulation Units to be credited to a Contractowner's account is the 
sum of the portion of the Net Premium Payment allocated to each option divided  
by the Accumulation Unit value of each such option as next computed following   
receipt and acceptance of the payment by GIAC. The number of Accumulation Units 
will not change because of a subsequent change in the value of the unit, but the
dollar value of Accumulation Units will vary based upon the investment          
experience of the Variable Investment Options and interest credited to the      
Fixed-Rate Option.                                                              

 Accumulation Value: The value of the Contractowner's account within any
particular Variable Investment Option or the Fixed-Rate Option is determined by 
multiplying the number of Accumulation Units of that particular option credited 
to the account by the applicable current Accumulation Unit value.               

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Value of an Accumulation Unit: With respect to a Variable Investment  
Option, the value of a Variable Accumulation Unit is determined by multiplying  
the value of such Variable Accumulation Unit as of the end of the immediately   
preceding Valuation Period by the net investment factor (described below) for   
the current Valuation Period. With respect to the Fixed-Rate Option, the value  
of a Fixed Accumulation Unit is determined by adding the interest credited on   
such Fixed Accumulation Unit since the end of the immediately preceding         
Valuation Period to the value of such unit as of the end of such Valuation      
Period.                                                                         

Net Investment Factor: The net investment factor is a measure of the  
investment experience of each Variable Investment Option. For any particular    
Valuation Period, the net investment factor is determined by:                   

       (1) Adding the net asset value of a Fund share as determined at the
  end of such Valuation Period to the per share amount of any dividend and
other distribution made by the Fund during the period, and            

    (2) Dividing by the net asset value of the particular Fund share
     calculated as of the end of the immediately preceding Valuation Period, and

      (3) Subtracting from the above result any applicable taxes and the
mortality and expense risk charge.                                    

Annuity Period                                                                  

Retirement Date: Annuity Payments under the Contract will begin on the
Retirement Date, which is the first day of the calendar month and year selected 
by the Contractowner. This date cannot be later than the Annuitant's 85th       
birthday, except when otherwise agreed by GIAC. The Retirement Date may also be 
determined by the retirement plan under which the Contract is issued.           

 Annuity Payments: Annuity Payments are available on a fixed or variable
basis or a combination of both. Such payments will be determined on the basis   
of: (1) the table specified in the Contract which reflects the nearest age of   
the Annuitant; (2) the Annuity Payout Option selected; and (3) the investment   
experience of any Variable Investment Options selected. The number and amount of
Annuity Payments will not be affected by the longevity of Annuitants generally  
or any increase in the expenses of GIAC in excess of the charges specified in   
the Contract. The Annuitant receives the value of a fixed number of Variable    
and/or Fixed Annuity Units each month. For the Variable Investment Options, the 
value of an Annuity Unit will reflect the investment experience of the amounts  
allocated to the Variable Investment Options, and the amount of each Annuity    
Payment will vary accordingly.                                                  

    The 1983 decision of the U.S. Supreme Court in Arizona Governing Committee
v. Norris can be interpreted to require all "employer-related plans" to use rate
tables that are gender-neutral in calculating annuity purchase rates. In order  
to accommodate employer-related plans funded by the Contracts, revised annuity  
rate tables providing benefits on a gender-neutral basis have been developed and
filed in the states where GIAC is admitted to do business. Contracts that are   
not purchased in connection with employer-related plans will continue to be     
offered on the customary basis with gender-distinct annuity purchase rates,     
unless prohibited by state law. The Contracts offered by this Prospectus to     
residents of such states will have Contract benefits which are based on         
gender-neutral annuity rate tables.                                             

Annuity Payout Options: The Contractowner may elect to have Annuity   
Payments made under any one of the variable or fixed Annuity Payout Options     
specified in the Contracts and described below. A change of Annuity Payout      
Option is permitted only prior to the Retirement Date. In the absence of an     
election, Annuity Payments will be made in accordance with the Annuity Payout   
Option known as "Option V-2 -- Life Annuity with 10-Year Guaranteed Period" (see
below). Annuity Payments will be made monthly except that: (1) proceeds of less 
than $2,000 will be paid in a single sum; and (2) GIAC may change the schedule  
of installment payments to avoid                                                

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payments of less than $20. The Annuity Payout Options currently available for   
both variable and fixed Annuity Payments under the Contracts are as follows     
(options designated with the letter "V" are variable options, those designated  
with the letter "F" are fixed options):                                         

    Option V-1 -- Life Annuity without Guaranteed Period: Under this
     option, a Variable Annuity Payment will be made monthly during the lifetime
   of the Annuitant ending with the payment preceding the Annuitant's death.
 Option V-1 offers the maximum level of variable monthly payments, since
     there is no guarantee of a minimum number of variable payments or provision
  for a death benefit for Beneficiaries. It would be possible under Option
     V-1 for the Annuitant to receive only one Variable Annuity Payment if he or
  she died before the due date of the second Variable Annuity Payment, two
   such payments if he or she died before the third Variable Annuity Payment
date, and so on.                                                      

         Option V-2 -- Life Annuity with 10-Year Guaranteed Period: Under this
     option, a Variable Annuity Payment will be made monthly during the lifetime
     of the Annuitant with the provision that if, at the Annuitant's death, such
payments have been made for less than 10 years (120 months), Variable 
   Annuity Payments will be continued during the remainder of such period to
   the Beneficiary. The Beneficiary at any time may elect to redeem in whole
or in part the commuted value of the current dollar amount of the then
remaining number of Variable Annuity Payments. If the Beneficiary dies
while receiving Variable Annuity Payments, the commuted value of the  
    current dollar amount of the remaining number of Variable Annuity Payments
shall be paid in one sum to the estate of the Beneficiary.            

  Option V-3 -- Joint and Survivor Annuity: Under this option, a
   Variable Annuity Payment will be made monthly during the joint life times
    of the Annuitant and a designated second person (joint annuitant) and will
continue during the lifetime of the survivor in a reduced amount which
     reflects two-thirds of the number of Variable Annuity Units in effect while
 both persons were living. It would be possible under Option V-3 for the
    joint Annuitants to receive only one Variable Annuity Payment if both died
   before the date of the second Variable Annuity Payment, two such payments
 if both died before the third Variable Annuity Payment date, and so on.

    Option F-1 -- Life Annuity without Guaranteed Period: Under this
     option, a Fixed Annuity Payment will be made monthly during the lifetime of
the Annuitant ending with the payment preceding the Annuitant's death.
    Option F-1 offers the maximum level of fixed monthly payments, since there
    is no guarantee of a minimum number of fixed monthly payments or provision
  for a death benefit for Beneficiaries. It would be possible under Option
  F-1 for the Annuitant to receive only one Fixed Annuity Payment if he or
    she died before the due date of the second Fixed Annuity Payment, two such
     payments if he or she died before the third Fixed Annuity Payment date, and
so on.                                                                

         Option F-2 -- Life Annuity with 10-Year Guaranteed Period: Under this
     option, a Fixed Annuity Payment will be made monthly during the lifetime of
  the Annuitant with the provision that if, at the Annuitant's death, such
    payments have been made for less than 10 years (120 months), Fixed Annuity
Payments will be continued during the remainder of such period to the 
     Beneficiary. The Beneficiary at any time may elect to redeem in whole or in
    part the commuted value of the current dollar amount of the then remaining
   number of Fixed Annuity Payments. If the Beneficiary dies while receiving
    Fixed Annuity Payments, the commuted value of the current dollar amount of
    the remaining number of Fixed Annuity Payments shall be paid in one sum to
the estate of the Beneficiary.                                        

        Option F-3 -- Joint and Survivor Annuity: Under this option, a Fixed
 Annuity Payment will be made monthly during the joint life times of the
Annuitant and a designated second person (joint annuitant) and will   
continue during the lifetime of the survivor in a reduced amount which
reflects two-thirds of the number of                                  

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   Fixed Annuity Units in effect while both persons were living. It would be
possible under Option F-3 for the joint Annuitants to receive only one
Fixed Annuity Payment if both died before the date of the second Fixed
Annuity Payment, two such payments if both died before the third Fixed
Annuity Payment date, and so on.                                      

Transfers of Contract Values                                                    

   General Information: Subject to the conditions described below and to the
terms of any applicable retirement plan, transfers among the Contract's Variable
Investment Options are permitted both before and after the Retirement Date.     
Transfers to and from the Fixed-Rate Option are only permitted before the       
Retirement Date. Contractowners may be invested in a maximum of six Variable    
Investment Options or in the Fixed-Rate Option and five Variable Investment     
Options under the Contract at any given time. Annuitants receiving payments     
pursuant to a variable Annuity Payout Option may be invested in a maximum of six
Variable Investment Options at any given time. Contractowners and Annuitants who
contemplate requesting a transfer should carefully consider their own objectives
and the investment objectives, risks and restrictions pertaining to each        
Variable Investment Option and the Fixed-Rate Option involved in the proposed   
transfer before making the request. Frequent transfers may be inconsistent with 
the long-term objectives of the Contracts.                                      

GIAC will implement transfers pursuant to proper written or telephone 
instructions received at its Customer Service Office. Requests received by GIAC 
at its Customer Service Office prior to 3:30 p.m. (Eastern time) on a given     
business day will normally be implemented as of the end of that day. GIAC       
reserves the right to limit the frequency of transfers to not more than once    
every 30 days. Currently, no charge is made by GIAC for effecting any transfer. 
GIAC reserves the right, however, to impose such a charge in the future.        

  Telephone Transfers: GIAC will not honor telephone transfer instructions
unless proper authorization has been provided either in the completed           
application for the Contract or in GIAC's telephone transfer authorization form.
If the proper authorization is on file at GIAC's Customer Service Office,       
telephone transfer instructions may be given by calling 1-800-533-0099 between  
9:00 a.m. and 3:30 p.m. (Eastern time) on days when GIAC is open for business.  
Each telephone transfer instruction must include a precise identification of the
owner's Contract and the Contractowner's Personal Security Code. GIAC may accept
telephone transfer instructions from any caller who properly identifies the     
correct Contract number and Personal Security Code. GIAC, GISC and the Funds    
shall not be liable for any loss, damage, cost or expense resulting from        
following telephone transfer instructions which any of them reasonably believed 
to be genuine. Thus, Contractowners risk possible loss of interest, capital     
appreciation and principal in the event of an unauthorized or fraudulent        
telephone transfer. All or part of any telephone conversation relating to       
transfer instructions may be recorded by GIAC without prior disclosure to the   
caller.                                                                         

 Telephone transfer instructions apply only to allocations of previously
invested monies. Such instructions may not be used to change the allocation     
instructions for any future premiums paid under the Contract. See "Allocation of
Net Premium Payment" for information about changing allocation instructions for 
future premiums.                                                                

   During periods of drastic economic or market changes, it may be difficult
to contact GIAC to request a telephone transfer. At such times, transfer        
requests may be made by regular or express mail and will be processed at the    
next Accumulation Unit Value calculated after their receipt pursuant to the     
terms and restrictions described in this "Transfers of Contract Values" section.
GIAC reserves the right to modify, suspend or discontinue the telephone transfer
privilege at any time and without prior notice.                                 

Transfer Rules During the Accumulation Period: During the Accumulation
Period up until 30 days prior to the Retirement Date, the Contractowner may     
transfer all or part of the Accumulation Value among the Contract options,      
subject to the following:                                                       

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       (1) Transfers from the Fixed-Rate Option to any Variable Investment
   Option are permitted only once per Contract year during the 30-day period
 beginning on the Contract Anniversary Date. Amounts will be transferred
  from the Fixed-Rate Option to any Variable Investment Option in the same
     order such amounts were allocated to the Fixed-Rate Option. This means that
    amounts on deposit in the Fixed-Rate Option for the longest period of time
will be the first amounts so transferred. The maximum amount which may
currently be transferred out of the Fixed-Rate Option each year is the
  greater of: (1) 33 1/3% of the amount in the Fixed-Rate Option as of the
applicable Contract Anniversary Date, or (2) $2,500.                  

          (2) Each transfer involving the Contract's Variable Investment Options
     will be based upon the next Accumulation Unit value calculated after proper
    transfer instructions are received by GIAC at its Customer Service Office.

 Transfers Rules After the Retirement Date: After the Retirement Date, a
Contractowner may also transfer all or part of the Annuity Value among the      
Variable Investment Options. However, such transfers may be made only once per  
year. Any such transfer will be effected at the next Annuity Unit Value         
calculated after GIAC's receipt of proper transfer instructions at its Customer 
Service Office. No transfers into or out of the Fixed-Rate Option are currently 
permitted after the Retirement Date.                                            

Surrenders and Partial Withdrawals                                              

   During the Accumulation Period, the Contractowner may redeem the Contract
in whole (known as a "surrender") or in part (known as a "partial withdrawal"). 
Surrenders and partial withdrawals must be requested in writing in a form       
acceptable to GIAC. A surrender request must be accompanied by the Contract (or 
an acceptable affidavit of loss) to be deemed a proper written request. GIAC    
will not process a surrender request prior to receipt of the Contract (or an    
acceptable affidavit of loss) at its Customer Service Office. GIAC will not     
honor a request for a surrender or partial withdrawal after the Retirement Date.

   If a surrender or partial withdrawal is made, a contingent deferred sales
charge may be imposed. (See "Charges and Deductions -- Contingent Deferred Sales
Charge.")                                                                       

  A surrender or partial withdrawal is effected by cancelling Accumulation
Units which have an aggregate value equal to the dollar amount of the requested 
surrender or partial withdrawal as next calculated following receipt by GIAC at 
its Customer Service Office of a proper written request for the surrender or    
partial withdrawal. If applicable, any Contract charges and any contingent      
deferred sales charges will be deducted from the surrender proceeds or, in the  
case of a partial withdrawal, from the remaining Accumulation Value by the      
cancellation of additional Accumulation Units. If the Accumulation Value        
remaining after a partial withdrawal is less than $1,000, GIAC will redeem the  
total Accumulation Value and pay it to the Contractowner in cancellation of the 
Contract. Such an involuntary surrender is subject to any then applicable       
Contract administrative charge or contingent deferred sales charge. (See        
"Charges and Deductions -- Contingent Deferred Sales Charge".)                  

Except as noted below, Accumulation Units will be cancelled in the    
following order: First, GIAC will cancel all the Variable Accumulation Units    
attributable to the Investment Divisions. Cancellation of the Variable          
Accumulation Units attributable to the Investment Divisions will be on a pro    
rata basis, reflecting the existing distribution of the Variable Accumulation   
Units unless the Contractowner instructs otherwise. Second, GIAC will cancel all
Fixed Accumulation Units attributable to the Fixed-Rate Option. Thus, GIAC will 
have cancelled all the Variable Accumulation Units attributable to the          
Investment Divisions before cancelling Accumulation Units attributable to the   
Fixed-Rate Option.                                                              

    No contingent deferred sales charge will be imposed and the above ordering
rules will not apply if amounts are withdrawn directly from the Fixed-Rate      
Option in accordance with the bailout provision described in the section        
entitled "Description of the Fixed-Rate Option."                                

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     Payment of a surrender or partial withdrawal will ordinarily be made within
seven (7) days after the date GIAC receives the proper written request at its   
Customer Service Office. GIAC can delay the payment if the Contract is being    
contested and may postpone the calculation or payment of any Contract benefit or
transfer of amounts based on investment performance of the Investment Divisions 
if: (1) the New York Stock Exchange is closed for trading or trading has been   
suspended; or (2) the Securities and Exchange Commission restricts trading or   
determines that a state of emergency exists which may make payment or transfer  
impracticable.                                                                  

   NOTE: Withdrawals from Contracts issued in connection with Section 403(b)
qualified plans are restricted under the Code. See "Federal Tax Matters --      
Qualified Contracts -- Section 403(b) Plans" for information about the          
circumstances under which withdrawals may be made from such Contracts.          

 Questions regarding GIAC's surrender or withdrawal procedures should be
directed to a customer service representative by calling toll-free              
1-800-221-3253.                                                                 

Other Important Contract Information                                            

    Dollar Cost Averaging: Contractowners may elect to systematically transfer
specified level dollar amounts from the Cash Fund Investment Division to other  
Variable Investment Options and/or the Fixed-Rate Option at regular intervals.  
By transferring specific amounts on a regularly scheduled basis, as opposed to  
allocating the total amount at one particular time, a Contractowner may be less 
susceptible to the impact of market fluctuations. There is no guarantee,        
however, that such an investment method will result in profits or prevent       
losses.                                                                         

   To take advantage of this program, a Contractowner predesignates a dollar
amount to be automatically transferred from the Cash Fund Investment Division to
one or more of the other Variable Investment Options and/or the Fixed-Rate      
Option, provided that Accumulation Values may only be allocated among a maximum 
of six Contract options, including the Cash Fund Investment Division, at any    
given time. A Contractowner may elect this program at the time the Contract is  
purchased or anytime thereafter by properly completing the Contract application 
or Dollar Cost Averaging election form and returning it to GIAC at its Customer 
Service Office at least three (3) business days prior to the Monthly Anniversary
Date (the monthly anniversary measured from the issue date of the Contract or   
the last day of that calendar month, if earlier) on which the first transfer    
will be made. Transfers will then be made monthly for the period elected by the 
Contractowner.                                                                  

   Dollar Cost Averaging may be selected for 12, 24 or 36 month periods. The
total Accumulation Value at the time it is elected must be at least $10,000 for 
transfers over a 12 month period and $20,000 for transfers over a 24 or 36 month
period. Transfers will be made in the amounts designated by the Contractowner   
and must be at least $100 per receiving Contract Option. When a Contractowner   
elects to participate in this program, the Accumulation Value attributable to   
the Cash Fund Investment Division must be at least equal to the amount          
designated to be transferred on each Monthly Anniversary Date multiplied by the 
duration selected.                                                              

   Dollar Cost Averaging will terminate when any one of the following events
occurs: (1) the number of designated monthly transfers has been completed; (2)  
the Accumulation Value attributable to the Cash Fund Investment Division is     
insufficient to complete the next transfer; (3) the Contractowner requests      
termination in a writing received by GIAC at its Customer Service Office at     
least three (3) business days prior to the next Monthly Anniversary Date; (4)   
the Contract is surrendered; or (5) the Retirement Date occurs.                 

A Contractowner may reinstate Dollar Cost Averaging or change existing
Dollar Cost Averaging terms by properly completing a new election form. Such    
requests received by GIAC at its Customer Service Office at least three (3)     
business days prior to the next Monthly Anniversary Date will be effective for  
such Monthly Anniversary Date.                                                  

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   When utilizing Dollar Cost Averaging, a Contractowner must be invested in
the Cash Fund Investment Division and may also be invested in either (i) a      
maximum of five other Variable Investment Options or (ii) the Fixed-Rate Option 
and a maximum of four other Variable Investment Options. The Dollar Cost        
Averaging program may not be elected after the Retirement Date.                 

   Assignment: Assignment of the Contractowner's interest in the Contract is
prohibited when the Contract is used in connection with any retirement plan     
contemplated by Sections 401(a), 403(b) or 408 of the Code and any corporate    
retirement plan unless the Contractowner is not the Annuitant or the Annuitant's
employer. An assignment of the Contract may be treated as a taxable distribution
to the Contractowner. (See "Federal Tax Matters".)                              

  Reports: GIAC will send to each Contractowner, at least semi-annually, a
report containing such financial information pertaining to the Separate Account 
as may be required by applicable laws, rules and regulations. In addition, a    
statement will be provided to each Contractowner at least annually which reports
the number of Contract Accumulation Units and the value of such Accumulation    
Units under the Contract.                                                       

Contractowner Inquiries: A Contractowner may direct inquiries to the  
individual who sold him or her the Contract or may call GIAC at 1-800-221-3253  
or write directly to: The Guardian Insurance & Annuity Company, Inc., Customer  
Service Office, P.O. Box 26210, Lehigh Valley, Pennsylvania 18002.              

 PERFORMANCE RESULTS

 From time to time, performance information for the Account's Investment
Divisions may be provided in advertisements, sales literature or materials      
furnished to existing or prospective Contractowners. All such information is    
based upon historical information and is not necessarily representative of      
future performance. More detailed information about the calculation of such     
historical performance information appears in the Statement of Additional       
Information.                                                                    

     Total Returns: "Average annual total return," "total return" and "change in
Accumulation Unit value" all reflect the change in the value of an investment in
an Investment Division over a specified period, assuming the reinvestment of all
income dividends and capital gains distributions. Average annual total returns  
show the average annual percentage change in value over a specified period.     
Total returns and changes in Accumulation Unit values, which are not annualized,
show the total percentage change in value over a specified period.              

Promotional materials relating to an Investment Division's investment 
performance will always at least provide the average annual total returns for   
each of a short (one to four years), medium (five to nine years) and long (ten  
years or more) period of time, for the Division's corresponding Fund. Such      
required average annual total returns will reflect the effects of all charges,  
both recurring and non-recurring, incurred by the Fund, as well as all charges  
deducted under the terms of the Contracts. However, promotional materials may   
also show average annual total returns which assume that a Contract continues in
force after the end of the specified period. Such returns will not reflect the  
effects of the Contract's contingent deferred sales charge. Total returns and   
changes in Accumulation Unit values may not reflect certain specified charges   
deducted under the terms of the Contracts.                                      

  Yields: "Yield" figures may be quoted for the Investment Divisions which
invest in shares of the Cash Fund and the Bond Fund. Current yield is a measure 
of the net investment income earned on a hypothetical investment over a         
specified base period of seven days for the Cash Fund Investment Division and 30
days (or one month) for the Bond Fund Investment Division. Yield is expressed as
a percentage of the value of an Accumulation Unit at the beginning of the base  
period. Yields are annualized, which means that they assume that an Investment  
Division will generate the same level of net investment income over a one-year  
period. However, yields actually fluctuate daily.                               

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 The Cash Fund Investment Division may also quote its "effective yield,"
which assumes that the net investment income earned during a base period will be
earned and reinvested for a year. The effective yield will be slightly higher   
than the Cash Fund Investment Division's current yield due to the compounding   
effect created by assuming reinvestment of the Division's net investment income.

Distribution Rates: On occasion, the Bond Fund Investment Division may
quote historical or annualized distribution rates. A distribution rate is simply
a measure of the level of income dividends and short-term capital gains         
distributed for a specified period. A distribution rate is not a complete       
measure of performance and may be higher than yield for certain periods.        

    Comparative and Other Information: Advertisements and sales literature for
the Separate Account's Investment Divisions may compare a Fund's performance to 
that of other investment vehicles or other mutual funds having similar          
investment objectives or programs which are offered through the separate        
accounts of other insurance companies. Promotional materials may also compare a 
Fund's performance to one or more indices of the types of securities which the  
Fund buys and sells for its portfolio, and be illustrated by tables, graphs or  
charts. Promotional materials may additionally contain references to types and  
characteristics of certain securities; features of a Fund's portfolio; financial
markets; or historical, statistical, current or perceived economic trends within
the United States or overseas. Topics of general investor interest, such as     
personal financial planning, may also be discussed.                             

  In addition, advertisements and sales literature may refer to or reprint
all or portions of articles, reports, or independent rankings or ratings which  
relate to the Investment Division specifically, or to other comparable mutual   
funds or investment vehicles. None of the contents of such materials will be    
used to indicate future performance.                                            

Further information about each Investment Division's performance is   
contained in their respective Annual Report, which may be obtained from GISC    
free of charge.                                                                 

  Advertisements and sales literature about the Contracts and the Separate
Account may also refer to ratings given to GIAC by insurance company rating     
organizations, such as Moody's Investors Service, Inc., Standard & Poor's       
Ratings Group, A.M. Best & Co. and Duff & Phelps. Such ratings relate only to   
GIAC's ability to meet its obligations under the Contract's Fixed-Rate Option   
and to pay pre-retirement death benefits.                                       

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 FEDERAL TAX MATTERS

General Information                                                             

   The operations of the Separate Account form a part of, and are taxed with
GIAC's operations under the Code. Investment income and realized net capital    
gains on the assets of the Separate Account are reinvested and taken into       
account in determining the Accumulation and Annuity Unit values. Thus,          
investment income and realized net capital gains are automatically applied to   
increase reserves under the Contract. GIAC believes that investment income and  
capital gains attributable to the Separate Account are taxed under existing     
Federal income tax law but are offset by deductible reserve increases.          
Accordingly, GIAC does not anticipate that it will incur any Federal income tax 
liability attributable to the Separate Account and, therefore, GIAC does not    
currently make provisions for any such taxes. However, if changes in the Federal
tax laws, or interpretations thereof, result in GIAC incurring a tax liability  
on income or gains attributable to the Separate Account or certain types of     
variable annuity contracts, then GIAC may impose a charge against the Separate  
Account (with respect to some or all Contracts) to pay such taxes.              

Non-Qualified Contracts                                                         

    Diversification: Section 817(h) of the Code provides that variable annuity
contracts will not be treated as annuities unless the underlying investments are
"adequately diversified" in accordance with regulations prescribed by the       
Secretary of the Treasury. Such regulations require, among other things, that   
the Funds invest no more than 55% of the value of their respective assets in one
investment; 70% in two investments; 80% in three investments; and 90% in four   
investments. GIAC intends that the Funds underlying the Contracts will be       
managed by the applicable investment managers so as to comply with these        
diversification requirements. If the diversification requirements are not met by
each and every Variable Investment Option, the Contract could lose its overall  
tax status as an annuity, resulting in current taxation of the excess of        
Contract value over the "investment in the Contract." A Contractowner's         
"investment in the Contract" generally equals: (1) the aggregate amount of      
premium payments or other consideration paid for the Contract minus (2) the     
aggregate amount received under the Contract, to the extent such amount was not 
excluded from gross income.                                                     

In certain circumstances, owners of variable equity contracts may be  
considered the owners, for federal income tax purposes, of the assets of the    
separate accounts used to support their contracts. In those circumstances,      
income and gains from the separate account assets would be includible in the    
variable contractowner's gross income. The IRS has stated that a variable       
contractowner will be considered the owner of separate account assets if the    
contractowner possesses incidents of ownership in those assets, such as the     
ability to exercise investment control over the assets. To date, no regulations 
or rulings have been issued regarding the circumstances under which a           
contractowner's ability to control investments through premium allocation and   
transfer privileges would cause him or her to be treated as the owner of the    
assets in an insurance company's separate account. GIAC does not know what      
standards will be set forth, if any, in the regulations or rulings which the    
Treasury Department has stated it expects to issue to provide guidance in this  
area. Accordingly, GIAC reserves the right to modify the Contract as necessary  
to attempt to prevent the Contractowner from being considered the owner of the  
assets of the Separate Account or otherwise to maintain favorable tax treatment 
of the Contracts.                                                               

  Distribution of Benefits: Non-qualified Contracts will not be treated as
annuity contracts for purposes of Section 72 of the Code unless the Contract    
provides that: (1) if any Contractowner dies on or after the Annuity            
Commencement Date, but prior to the time the entire interest in the Contract has
been distributed, the remaining portion of such interest will be distributed at 
least as rapidly as under the method of distribution in effect when the         
Contractowner died; and (2) if any Contractowner dies prior to the Annuity      
Commencement Date, the entire                                                   

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interest will be distributed within five years of the Contractowner's death.    
These requirements will be considered satisfied if that portion of the          
Contractowner's interest which is payable to or for the benefit of a "designated
beneficiary," will be distributed over the life or life expectancy of any new   
owner and such distributions begin within one year of the Contractowner's death.
The Contract's "new owner" is the person designated by the Contractowner as     
Beneficiary and to whom ownership of the Contract passes by reason of death. For
this purpose, the Beneficiary must be a natural person. If the Beneficiary is   
the Contractowner's surviving spouse, the Contract may be continued with the    
surviving spouse as the new Contractowner. Non-qualified Contracts contain      
provisions intended to comply with Section 72(s) of the Code. However,          
regulations interpreting these requirements of the Code have not yet been       
issued. Accordingly, the provisions contained in such Contracts will be reviewed
and may be modified to assure compliance with the Code's requirements when      
clarified by regulations or otherwise.                                          

   Note: The remaining discussion concerning non-qualified Contracts assumes
that the Contracts will be treated as annuities under Section 72 of the Code,   
that the underlying investments of the Contracts are "adequately diversified"   
under Section 817(h) of the Code, and that the Contract is not issued in        
connection with a retirement plan qualifying for favorable tax treatment under  
the Code.                                                                       

     A Contractowner who is a natural person is generally not taxed on increases
in the value of a Contract until distribution, either as a lump sum payment     
received by surrender or partial withdrawal, or as annuity payments. The        
assignment or pledge of any portion of the Contract value may be treated as a   
distribution. The taxed portion of a distribution (whether in the form of a lump
sum payment or an annuity) is taxed as ordinary income.                         

     Contractowners who are not natural persons generally must include in income
any increase in the excess of the Contract's Accumulation Value over the        
"investment in the Contract" during the taxable year, whether or not such       
increase is distributed. There are some exceptions to this rule and a           
prospective owner that is not a natural person may wish to discuss these with a 
competent tax adviser.                                                          

 The following discussion applies to Contracts owned by natural persons.

   Generally, accounts received by surrender or partial withdrawal are first
treated as taxable income to the extent that the Contract's Accumulation Value  
immediately before the surrender/withdrawal exceeds the "investment in the      
contract." Any additional amount withdrawn is not taxable.                      

 Although the tax consequences may vary depending on the form of Annuity
Payout Option selected, the recipient of an Annuity Payment generally is taxed  
on the portion of such payment that exceeds the "investment in the contract."   
For variable annuity payments, the taxable portion is determined by a formula   
that establishes a specific dollar amount of each payment that is not taxed. The
dollar amount is determined by dividing the "investment in the contract" by the 
total number of expected periodic payments. The entire distribution will be     
fully taxable once the recipient has recovered the dollar amount of the         
"investment in the contract."                                                   

A penalty tax on surrenders or withdrawals equal to 10% of the amount 
treated as taxable income may be imposed unless such surrender or withdrawal is:
(1) made on or after age 59 1/2; (2) made as a result of death or disability;   
or (3) received in substantially equal installments as a life annuity (subject  
to special "recapture" rules if the series of payments is subsequently          
modified).                                                                      

Annuity distributions are generally subject to withholding for the    
recipient's income tax liability. The withholding rates vary according to the   
type of the distribution and the recipient's tax status. Recipients generally   
may elect not to have tax withheld from distributions. Redemption requests that 
do not indicate a preference regarding withholding will be delayed in processing
until a preference form has been properly completed and received at GIAC's      
Customer Service Office. Withholding on taxable distributions is generally      
required if the                                                                 

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recipient fails to provide GIAC with his or her correct Social Security number  
or if the recipient is a U.S. citizen or expatriate living abroad.              

Amounts may be distributed from a Contract because of the death of a  
Contractowner or the Annuitant. Generally, such amounts are includable in the   
income of the recipient as follows: (1) if distributed in a lump sum they are   
taxed in the same manner as a full surrender of the Contract as described above;
or (2) if distributed under an annuity option, they are taxed in the same manner
as annuity payments as described above. For these purposes, the investment in   
the contract is not affected by the Contractowner's or Annuitant's death. That  
is, the investment in the contract remains the amount of any purchase payments  
paid which were not excluded from gross income.                                 

     All non-qualified deferred annuity contracts that are issued by GIAC or its
affiliates to the same Contractowner during any calendar year are to be         
aggregated for purposes of determining the amount includable in the             
Contractowner's gross income under Section 72(e) of the Code. Thus, the proceeds
of a partial withdrawal, surrender or assignment of one or more non-qualified   
deferred annuity contracts entered into during the same calendar year will be   
includable in the Contractowner's income to the extent of the aggregate excess  
of the accumulation values over the investment in all such contracts            
("investment in the contract" is defined above). Potential purchasers of more   
than one non-qualified annuity contract should seek advice from legal or tax    
counsel as to the possible implications of these rules on the contracts they    
intend to purchase.                                                             

Transferring the ownership of a Contract, or designating an Annuitant,
payee or other Beneficiary who is not also the Contractowner, the selection of  
certain Annuity Commencement Dates, or the assignment or exchange of a Contract,
may result in certain income or gift tax consequences to the Contractowner that 
are beyond the scope of this discussion. A Contractowner contemplating any      
transfer or assignment of a Contract should contact a competent tax adviser     
about the potential tax effects of such a transaction.                          

   Possible Tax Changes: In recent years, legislation has been proposed that
would have adversely modified the federal taxation of certain annuities. For    
example, one such proposal would have changed the tax treatment of non-qualified
annuities that did not have "substantial life contingencies" by taxing income as
it is credited to the annuity. Although as of the date of this Prospectus       
Congress is not considering any legislation regarding the taxation of annuities,
there is always the possibility that the tax treatment of annuities could change
by legislation or other means (such as IRS regulations, revenue rulings, and    
judicial decisions). Moreover, it is also possible that any legislative change  
could be retroactive (that is, effective prior to the date of such change).     

Qualified Contracts                                                             

    Generally, increases in the value of amounts under a Contract purchased in
connection with a retirement plan qualifying for favorable tax treatment under  
the Code are not taxable until benefits are received. However, the rules        
governing the tax treatment of contributions and distributions under qualified  
plans, as set forth in the Code and applicable rulings and regulations, are     
complex and subject to change. These rules also vary according to the type of   
plan and the terms and conditions of the plan itself. Therefore, this Prospectus
does not attempt to provide more than general information about the use of the  
Contracts with these various types of plans. Contractowners, Annuitants, and    
Beneficiaries under qualified plans should be aware that the rights of any      
person to any benefits under such plans may be subject to the terms and         
conditions of the plans, regardless of the terms and conditions of the Contracts
issued in connection with such plans. Some retirement plans are subject to      
distribution and other requirements that are not incorporated into GIAC's       
Contract administration procedures. Contractowners, participants and            
beneficiaries are responsible for determining that contributions, distributions 
and other transactions with respect to the Contracts comply with applicable law.
Adverse tax consequences may result from contributions in excess of specified   
limits; distributions prior to age 59 1/2 (subject to certain                   

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exceptions); distributions that do not conform to specified commencement and    
minimum distribution rules; aggregate distributions in excess of a specified    
annual amount; and in other specified circumstances. Purchasers of Contracts for
use with any retirement plan should consult their legal counsel and tax adviser 
regarding the suitability of the Contract.                                      

   Following are brief descriptions of the various types of plans with which
the Contracts described in this Prospectus may be used:                         

   Section 403(b) Plans: Section 403(b) of the Code permits public
schools and employers specified in Section 501(c)(3) of the Code to   
purchase annuity contracts and mutual fund shares through a Section   
403(b)(7) custodial account on behalf of their employees. Subject to  
 certain limitations, the purchase payments for such contracts or mutual
     fund shares are excluded from the employees' gross income for tax purposes.
 However, these payments may be subject to FICA (Social Security) taxes.
These annuity contracts are commonly referred to as "tax-sheltered    
annuities."                                                           

        Distributions from tax-sheltered annuities are restricted unless the
     employee is age 59 1/2,, separates from service, dies, becomes disabled, or
   incurs a hardship. The employee may not surrender amounts attributable to
  either: (1) salary reduction contributions made in years beginning after
December 31, 1988; (2) income attributable to salary reduction        
contributions made in years beginning after December 31, 1988; or (3) 
income in years beginning after December 31, 1988 on salary reduction 
accumulations held as of December 31, 1988. Hardship withdrawals are  
     further limited to salary reduction contributions only, and may not include
  income earned thereon. Hardship withdrawals are generally subject to tax
penalties and contingent deferred sales charges.                      

       If a Contract is purchased as a tax-sheltered annuity under Section
403(b) of the Code, it is subject to the restrictions on redemption   
described above. These restrictions on redemption are imposed by the  
    Separate Account and GIAC in full compliance with and in reliance upon the
  terms and conditions of a no-action letter on this subject issued by the
staff of the Securities and Exchange Commission.                      

      Prospective purchasers of the Contracts as tax-sheltered annuities
 should seek advice from legal or tax counsel about their eligibility to
 purchase a tax-sheltered annuity, limitations on permissible amounts of
purchase payments, distribution restrictions, and tax consequences of 
distribution.                                                         

    Individual Retirement Accounts: Sections 219 and 408 of the Code
    permit individuals to contribute to an Individual Retirement program known
as an "Individual Retirement Account" or "IRA." IRAs are subject to   
  limitations on the amount which may be contributed and deducted, and the
time when distributions may commence, In addition, distributions from 
certain other types of qualified plans may be placed into an IRA on a 
    tax-deferred basis. Individuals who purchase Contracts for use with an IRA
    will receive, in addition to this Prospectus and a copy of the Contract, a
     brochure containing information about eligibility, contribution limits, tax
  consequences and other particulars concerning IRAs. The Internal Revenue
    Service has not reviewed the Contract for qualification as an IRA, and has
    not addressed in a ruling of general applicability whether a death benefit
provision such as the provision in the Contract comports with IRA     
qualification requirements.                                           

      Corporate Pension and Profit-Sharing Plans: Sections 401(a) of the
   Code permits corporate employers to establish various types of retirement
   plans for employees, and self-employed individuals to establish qualified
     plans for themselves and their employees. These retirement plans may permit
  the purchase of the Contracts to accumulate retirement savings under the
plans. Adverse tax or other legal consequences to the plan, to the    
participant or to both may result if this Contract is assigned or     
transferred                                                           

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   to any individual as a means to provide benefit payments, unless the plan
   complies with all legal requirements applicable to such benefits prior to
transfer of the Contract.                                             

  Deferred Compensation Plans: Section 457 of the Code, while not actually
providing for a qualified plan as that term is normally used, provides for      
certain deferred compensation plans with respect to service for state           
governments, local governments, rural electric cooperatives, political          
subdivisions, agencies, instrumentalities, certain affiliates of such entities  
which enjoy special treatment, and, effective January 1, 1987, other tax-exempt 
employers. Amounts contributed by employers through such plans are taxed to     
employees when paid or made available for withdrawal. The Contract can be used  
with such plans. Under such plans, a participant may specify the form of        
investment in which his or her contributions will be made. In general, all such 
investments, are owned by, and are subject to the claims of the general         
creditors of the sponsoring employer and, depending on the terms of the         
particular plan, the employer may be entitled to draw on deferred amounts for   
purposes unrelated to its Section 457 plan obligations. In certain governmental 
plans, deferred amounts must be held in trust for the exclusive benefit of plan 
participants.                                                                   

The following rules generally apply to distributions from Contracts   
purchased in connection with the plans (other than Section 457 plans) discussed 
above:                                                                          

   That portion of any contribution under a Contract made by or on behalf of
an individual (typically an employee) which is not excluded from his or her     
gross income (generally, the individual's own nondeductible contribution)       
constitutes his or her "investment in the contract." If a distribution is made  
in the form of annuity payments, the investment in the contract (adjusted for   
certain refund provisions) divided by the Annuitant's life expectancy (or other 
period for which annuity payments are expected to be made) constitutes a        
tax-free return of capital each year. The entire distribution will be fully     
taxable once the Annuitant (or other appropriate payee) is deemed to have       
recovered the dollar amount of the investment in the Contract. The dollar amount
of annuity payments received in any year in excess of such return is taxable as 
ordinary income. For Contracts issued in connection with qualified plans, the   
investment in the contract can be zero.                                         

    If a surrender of or partial withdrawal from a Contract held in connection
with a Section 401(a) plan is effected and a distribution is made in a single   
payment, the proceeds may qualify for special "lump-sum distribution" treatment.
Otherwise, the amount by which the payment exceeds the "investment in the       
contract" (adjusted for any prior partial withdrawal) will generally be taxed as
ordinary income in the year of receipt, unless it is validly "rolled over" into 
an IRA or another qualified plan.                                               

   A penalty tax of 10% will be imposed on the taxable portion of surrenders
or partial withdrawals from all qualified Contracts, except under circumstances 
similar to those relating to non-qualified Contracts (see above). Other adverse 
tax consequences may result if distributions do not conform to specified        
commencement and minimum distribution rules, or if aggregate distributions      
exceed a specified annual amount, and in other circumstances.                   

 The taxation of benefits payable upon an employee's death to his or her
Beneficiary generally follows these same principles, subject to a variety of    
special rules. In particular, tax on death benefits to be paid as a lump sum may
be deferred if, within 60 days after the lump sum becomes payable, the          
Beneficiary instead elects to receive annuity payments.                         

Distributions from qualified plans are generally subject to the same  
withholding rules as distributions from non-qualified Contracts. Certain        
distributions from qualified plans are subject to mandatory federal income tax  
withholding.                                                                    

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    Restrictions under Qualified Contracts: Other restrictions with respect to
the election, commencement, or distribution of benefits may apply under         
Qualified Contracts or under the terms of the plans in respect of which         
Qualified Contracts are issued.                                                 

Other Considerations                                                            

  Presently, GIAC makes no charge to the Separate Account for any Federal,
state or local taxes (other than state premium taxes) that it incurs which may  
be attributable to the Separate Account or to the Contracts. GIAC, however,     
reserves the right to make a charge for any such taxes or other economic burden 
which may result from the application of the tax laws and that GIAC determines  
to be attributable to the Separate Account or to the Contracts. If any tax      
charges are made in the future, they will be accumulated daily and transferred  
from the Separate Account to GIAC's general account.                            

 Because of the complexity of the Federal tax law, and the fact that tax
results will vary according to the factual status of the entity or individual   
involved, tax advice may be needed by anyone contemplating the purchase of a    
Contract or the exercise of the various elections under the Contract. It should 
be understood that this Prospectus' discussion of the Federal income tax        
consequences of owning a Contract is not an exhaustive discussion of all tax    
questions that might arise under the Contracts and that special rules exist in  
the Code with respect to situations not discussed here. No representation is    
made regarding the likelihood of the continuation of current Federal tax laws or
interpretations thereof by the Internal Revenue Service. No attempt has been    
made to consider any applicable state, local or other tax laws, except with     
respect to the imposition of any premium taxes.                                 

   GIAC does not make any guarantee regarding the tax status of any Contract
and the above tax discussion is not intended as tax advice.                     

 VOTING RIGHTS

  To the extent required by applicable law, GIAC will vote the Fund shares
that it owns through the Separate Account according to instructions received    
from Contractowners having an interest in such Fund's shares. GIAC will vote    
shares for which no instructions are received in the same proportion as it votes
shares for which it has received instructions. GIAC will vote any Fund shares   
that it is entitled to vote directly due to amounts it has contributed or       
accumulated in the applicable Investment Division FOR proposals presented by    
Fund Management. If the applicable law or interpretations thereof change so as  
to permit GIAC to vote a Fund's shares in GIAC's own right or to restrict       
Contractowner voting, GIAC reserves the right to do so.                         

  GIAC will seek voting instructions from Contractowners for the number of
shares attributable to their Contracts. Contractowners are entitled to provide  
instructions if, on the applicable record date, they have allocated values to   
the Investment Division which corresponds to the Fund for which a shareholder   
meeting is called.                                                              

 Prior to the Retirement Date, the Contractowner has the voting interest
under a Contract. The number of shares held in an Investment Division which are 
attributable to a Contract is determined by dividing the Contractowner's        
Accumulation Value in that Investment Division by the net asset value per share 
of the applicable Fund.                                                         

After the Retirement Date, the person then entitled to receive Annuity
Payments has the voting interest. This voting interest will generally decrease  
with the gradual reduction of the Contract value during the annuity payout      
period. The number of shares held in an Investment Division which are           
attributable to an annuitized Contract is determined by dividing the reserve for
such Contract by the net asset value per share of the applicable Fund.          

There are no voting rights with respect to the Fixed-Rate Option.     

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 DISTRIBUTION OF THE CONTRACTS

     The Contracts are sold by insurance agents who are licensed by GIAC and who
are either registered representatives of GISC or of broker-dealer firms which   
have entered into sales agreements with GISC and GIAC. GISC and such other      
broker-dealers are members of the National Association of Securities Dealers,   
Inc. In connection with the sale of the Contracts, GIAC will generally pay sales
commissions to these individuals or entities which may vary but, in the         
aggregate, are not anticipated to exceed an amount equal to 5.25% of each       
Contract premium payment. Where permitted by state law, GIAC reserves the right 
to pay additional sales or service compensation while a contract is in force    
based on the value of a Contract. Additional amounts may also be paid in        
connection with special promotional incentives. The principal underwriter of the
Contracts is GISC, located at 201 Park Avenue South, New York, New York 10003.  

 RIGHT TO CANCEL THE CONTRACTS

 Where required by state law or regulation, the Contracts will contain a
provision which permits cancellation by returning a Contract to GIAC, or to the 
registered representative through whom it was purchased, within 10 days of      
delivery of a Contract. Longer periods may apply in some states. The            
Contractowner will then receive from GIAC, as and when required by state law or 
regulation, either: (1) the total amount paid for the Contract; or (2) an amount
equal to the sum of (i) the difference between the premiums paid (including any 
Contract fees or other charges) and the amounts allocated to any Investment     
Divisions and the Fixed-Rate Option under the Contract, and (ii) the Surrender  
Value of the Contract.                                                          

 LEGAL PROCEEDINGS

There are no material legal proceedings pending to which the Separate 
Account or GIAC is a party.                                                     

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ADDITIONAL INFORMATION

 The Statement of Additional Information contains more details about the
Contracts described by this Prospectus and is available in accordance with the  
directions on page one of this Prospectus. The contents of that document are    
detailed below:                                                                 

Statement of Additional Information 
Table of Contents 

                                                                          Page
  Services to the Separate Account....................................   B-2
  Annuity Payments....................................................   B-2
  Performance Data....................................................   B-3
  Valuation of Assets of the Separate Account.........................   B-6
  Transferability Restrictions........................................   B-6
  Experts.............................................................   B-6
  Financial Statements................................................   B-6

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 Supplement dated __, 1997
to the Statement of Additional Information dated May 1, 1997
 for The Guardian Investor

      The following information should be read in conjunction with the Statement
of Additional Information ("SAI") dated May 1, 1997 for the Individual Deferred 
Variable Annuity Contracts issued by The Guardian Insurance & Annuity Company,  
Inc. ("GIAC") through The Guardian Separate Account D and marketed under the    
name "The Guardian Investor." This Supplement should be retained with the SAI   
for future reference.                                                           

The following tables replace the table entitled "Average Annual Total Return    
Calculation" found on Page B-4 of the SAI:                                      

Basic Contract Without EDBR                                                     

                                                        [Enlarge/Download Table]

                                       Average Annual Total Return for a                                                    
                                        Contract Surrendered on 12/31/96                                                    
                                    (FP = Flexible Premium Payment Contract;         Average Annual Total Return on 12/31/96
                                      SP = Single Premium Payment Contract)                Assuming Contract Continues      
                          -----------------------------------------------------------  -----------------------------------  
                                           Length of Investment Period                      Length of Investment Period     
                          -----------------------------------------------------------  -----------------------------------  
                                                                          Ten Years (Or                        Ten Years (Or
                                                                           Since Fund                           Since Fund  
  Investment Division      Date of Fund                                    Inception,                           Inception,  
   Corresponding To         Inception       One Year      Five Years        If Less)    One Year    Five Years   If Less)   
-------------------------  ------------     --------      ----------      ------------  --------    ----------  ----------  
                                                                                                                            
The Guardian Cash                           -2.32%FP         1.64%FP        4.32%FP                                         
Fund .....................   1/7/82         -2.32%SP         2.20%SP        4.32%SP       3.68%       2.74%        4.32%    

The Guardian Bond                           -4.41%FP         4.36%FP        6.68%FP                                         
Fund .....................   5/1/83         -4.41%SP         4.86%SP        6.68%SP       1.59%       5.35%        6.68%    

The Guardian Stock                          19.31%FP        17.32%FP       14.56%FP                                         
Fund .....................   4/13/83        19.31%SP        17.63%SP       14.56%SP      25.31%      17.95%       14.56%    

Gabelli Capital                              3.63%FP             N/A        6.93%FP                                         
Asset Fund ...............   5/1/95          3.63%SP             N/A        6.93%SP       9.63%         N/A       10.34%    

Baillie Gifford                              7.97%FP         7.34%FP        7.53%FP                                         
International Fund .......   2/8/91          7.97%SP         7.79%SP        8.00%SP      13.97%        8.23        8.23%    

Baillie Gifford                                                                                                             
Emerging Markets                            17.03%FP             N/A        0.02%FP                                         
Fund .....................  10/17/94        17.03%SP             N/A        0.47%SP      23.03%         N/A        2.70%    

Value Line Centurion                         9.87%FP        11.02%FP       13.73%FP                                         
Fund ("VLCF") ............  11/15/83         9.87%SP        11.41%SP       13.73%SP      15.87%      11.80%       13.73%    

Value Line Strategic                                                                                                        
Asset Management                             8.42%FP        10.57%FP       12.82%FP                                         
Trust ("VLSAM") ..........   10/1/87         8.42%SP        10.97%SP       12.82%SP      14.42%      11.36%       12.82%    

MFS Growth with                             16.89%FP             N/A       19.70%FP                                         
Income Fund ..............   10/9/95        16.89%SP             N/A       19.70%SP      22.89%         N/A       24.37%    

Basic Contract With EDBR                                                        

                                                        [Enlarge/Download Table]

                                       Average Annual Total Return for a                                                    
                                        Contract Surrendered on 12/31/96                                                    
                                    (FP = Flexible Premium Payment Contract;         Average Annual Total Return on 12/31/96
                                      SP = Single Premium Payment Contract)                Assuming Contract Continues      
                          -----------------------------------------------------------  -----------------------------------  
                                           Length of Investment Period                      Length of Investment Period     
                          -----------------------------------------------------------  -----------------------------------  
                                                                          Ten Years (Or                        Ten Years (Or
                                                                           Since Fund                           Since Fund  
  Investment Division      Date of Fund                                    Inception,                           Inception,  
   Corresponding To         Inception       One Year      Five Years        If Less)    One Year    Five Years   If Less)   
-------------------------  ------------     --------      ----------      ------------  --------    ----------  ----------  
                                                                                                                            
The Guardian Cash                           -2.63%FP         1.32%FP       4.01%FP                                          
Fund .....................   1/7/82         -2.63%SP         1.88%SP       4.01%SP       3.37%        2.43%       4.01%     

The Guardian Bond                            4.72%FP         4.03%FP       6.36%FP                                          
Fund .....................   5/l/83          4.72%SP         4.54%SP       6.36%SP       1.28%        5.04%       6.36%     

The Guardian Stock                          18.93%FP        16.96%FP      14.21%FP                                          
Fund .....................   4/13/83        18.93%SP        17.28%SP      14.21%SP      24.93%       17.59%      14.21%     

Gabelli Capital                              3.30%FP          N/A          6.73%FP                                          
Asset Fund ...............   5/l/95          3.30%SP          N/A          6.73%SP       9.30%         N/A       10.15%     

Baillie Gifford                              7.63%FP         7.01%FP       7.22%FP                                          
International Fund .......   2/8/91          7.63%SP         7.46%SP       7.70%SP      13.63%        7.91%       7.93%     

Baillie Gifford                                                                                                             
Emerging Markets                            16.65%FP          N/A         -0.21%FP                                          
Fund .....................  l0/l7/94        16.65%SP          N/A          0.24%SP      22.65%         N/A        2.47%     

Value Line Centurion                         9.52%FP        10.67%FP      13.39%FP                                          
Fund ("VLCF") ............  11/15/83         9.52%SP        11.07%SP      13.39%SP      15.52%       11.46%      13.39%     

Value Line Strategic                                                                                                        
Asset Management                             8.07%FP        10.22%FP      12.48%FP                                          
Trust ("VLSAM") ..........   10/1/87         8.07%SP        10.63%SP      12.48%SP      14.07%       11.02%      12.48%     

MFS Growth with                             16.52%FP          N/A         19.33%FP                                          
Income Fund ..............   10/9/95        16.52%SP          N/A         19.33%SP      22.52%         N/A       24.00%     

The Following tables replace the table entitled "Cumulative Change in           
Accumulation Unit Value for Period Ended December 31, 1996" found on page B-4 of
the SAI:                                                                        

Basic Contract Without EDBR                                                     

                                                        [Enlarge/Download Table]

                                              Cumulative Change in Accumulation Unit Value   
                                                   for Period Ended December 31, 1996        
                                             ------------------------------------------------
                                                                  Ten Years (or              
                                                                    Since Fund               
           Investment Division                                      Inception,   Date of Fund
            Corresponding To                 One Year  Five Years    If Less)     Inception  
-------------------------------------------  --------  ----------  ------------  ------------
                                                                                             
The Guardian Cash Fund ....................    3.78%     15.02%       54.09%        1/7/82   
The Guardian Bond Fund ....................    1.68%     30.41%       92.76%        5/1/83   
The Guardian Stock Fund ...................   25.43%    129.33%      292.90%       4/13/83   
Gabelli Capital Asset Fund ................    9.73%       N/A        17.99%        5/1/95   
Baillie Gifford International Fund ........   14.08%     49.22%       60.27%        2/8/91   
Baillie Gifford Emerging Markets Fund .....   23.14%       N/A         6.26%      10/17/94   
Value Line Centurion Fund .................   15.98%     75.47%      265.58%      11/15/83   
Value Line Strategic Asset Management Trust   14.53%     72.07%      207.65%       10/1/87   
MFS Growth with Income Fund ...............   23.01%       N/A        30.85%       10/9/95   

Basic Contract With EDBR                                                        

                                                        [Enlarge/Download Table]

                                              Cumulative Change in Accumulation Unit Value   
                                                   for Period Ended December 31, 1996        
                                             ------------------------------------------------
                                                                  Ten Years (or              
                                                                    Since Fund               
           Investment Division                                      Inception,   Date of Fund
            Corresponding To                 One Year  Five Years    If Less)     Inception  
-------------------------------------------  --------  ----------  ------------  ------------
                                                                                             
The Guardian Cash Fund ....................     3.47%    13.30%       49.53%        1/7/82   
The Guardian Bond Fund ....................     1.38%    28.46%       87.07%        5/1/83   
The Guardian Stock Fund ...................    25.05%   125.90%      281.29%       4/13/83   
Gabelli Capital Asset Fund ................     9.40%     N/A         17.63%        5/1/95   
Baillie Gifford International Fund ........    13.74%    46.99%       57.68%        2/8/91   
Baillie Gifford Emerging Markets Fund .....    22.77%     N/A          5.75%      10/17/94   
Value Line Centurion Fund .................    15.63%    72.85%      254.77%      11/15/83   
Value Line Strategic Asset Management Trust    14.18%    69.49%      199.24%       10/1/87   
MFS Growth with Income Fund ...............    22.64%     N/A         30.37%       10/9/95   

The following tables replace the table entitled "Change In Accumulation Unit    
Value for 12-Month Period ended December 31," found on Page B-5 of the SAI:     

Basic Contract Without EDBR                                                     

                                                        [Enlarge/Download Table]

                                            Change in Accumulation Unit Value for 12-Month Period ended December 31,             
                                ------------------------------------------------------------------------------------------------ 
Investment Division                                                                                                              
Corresponding To                1986   1987      1988      1989      1990      1991     1992     1993     1994     1995     1996 
-----------------------------   ----   ----      ----      ----      ----      ----     ----     ----     ----     ----     ---- 
                                                                                                                                 
The Guardian Cash Fund ......   5.17%  5.13%     6.09%     7.79%     6.75%     4.38%    2.03%    1.46%    2.63%    4.32%    3.78%
The Guardian Bond Fund ......  13.52% -0.83%     8.44%    12.57%     6.31%    14.86%    6.46%    8.59%   -4.56%   16.24%    1.68%
The Guardian Stock Fund .....  15.76%  0.69%    18.98%    22.02%   -12.80%    34.40%   18.69%   18.58%   -2.41%   33.11%   25.43%
Gabelli Capital Asset Fund ..    N/A    N/A       N/A       N/A       N/A       N/A      N/A      N/A      N/A     7.53%*   9.73%
Baillie Gifford International                                                                                                    
Fund ........................    N/A    N/A       N/A       N/A       N/A      7.40%*  -9.95%   32.50%   -0.28%    9.95%   14.08%
Baillie Gifford Emerging                                                                                                         
Markets Fund ................    N/A    N/A       N/A       N/A       N/A       N/A      N/A      N/A   -12.17%*  -1.74%   23.14%
Value Line Centurion Fund                                                                                                        
("VLCF") ....................  15.52%  3.97%     6.35%    29.99%     4.33%    50.44%    4.71%    7.95%   -3.34%   38.47%   15.98%
Value Line Strategic Asset                                                                                                       
Management Trust                                                                                                                 
("VLSAM") ...................    N/A% -5.41%*    8.92%    24.11%    -1.32%    41.69%   13.73%   10.57%   -5.97%   27.06%   14.53%
MFS Growth with                                                                                                                  
Income Fund .................    N/A    N/A       N/A       N/A       N/A       N/A      N/A      N/A      N/A     6.37%*  23.01%

*     From date of commencement of public offering of Fund's shares through     
December 31.                                                        

Basic Contract With EDBR                                                        

                                                        [Enlarge/Download Table]

                                            Change in Accumulation Unit Value for 12-Month Period ended December 31,            
                                ------------------------------------------------------------------------------------------------
Investment Division                                                                                                             
Corresponding To                1986   1987      1988      1989      1990      1991     1992     1993     1994     1995     1996
-----------------------------   ----   ----      ----      ----      ----      ----     ----     ----     ----     ----     ----
                                                                                                                                
The Guardian Cash Fund ......   4.85    4.82     5.77      7.46       6.45     4.07      1.72    1.16       2.32   4.01     3.47
The Guardian Bond Fund ......  13.18   -1.13     8.11     12.23       6.00    14.51      6.14    8.26      -4.85  15.89     1.38
The Guardian Stock Fund .....  15.41    0.39    18.63     21.65     -13.05    33.99     18.33   18.22      -2.70  32.71    25.05
Gabelli Capital Asset Fund ..                                                                                      7.51*    9.40
Baillie Gifford International                                                                                                   
Fund ........................                                                  7.17*   -10.22   32.10      -0.58   9.62    13.74
Baillie Gifford Emerging                                                                                                        
Markets Fund ................                                                                             -12.07* -2.04    22.77
Value Line Centurion Fund                                                                                                       
("VLCF") ....................  15.18   -4.26     6.03     29.59       4.03    49.98      4.39    7.63      -3.63  38.05    15.63
Value Line Strategic Asset                                                                                                      
Management Trust                                                                                                                
("VLSAM") ...................          -5.48*    8.59     23.74      -1.60    41.26     13.39   10.24      -6.25  26.68    14.18
MFS Growth with                                                                                                                 
Income Fund .................                                                                                      6.30*   22.64

*     From date of commencement of public offering of Fund's shares through     
December 31.                                                        

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THE GUARDIAN INVESTOR(R)
INDIVIDUAL DEFERRED VARIABLE ANNUITY CONTRACTS

Issued Through
 THE GUARDIAN SEPARATE ACCOUNT D
OF
THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

--------------
 Statement of Additional Information dated May 1, 1997
--------------

    This Statement of Additional Information is not a prospectus but should be
read in conjunction with the current Prospectus for The Guardian Separate       
Account D (marketed under the name "The Guardian Investor") dated May 1, 1997.  

A free Prospectus is available upon request by writing or calling:    

The Guardian Insurance & Annuity Company, Inc.
 Customer Service Office
P.O. Box 26210 Lehigh Valley, Pennsylvania 18002
1-800-221-3253

Read the prospectus before you invest. Terms used in this Statement of
Additional Information shall have the same meaning as in the Prospectus.        

 TABLE OF CONTENTS

                                                                          Page
                                                                          ----
  Services to the Separate Account....................................   B-2
  Annuity Payments....................................................   B-2
  Performance Data....................................................   B-3
  Valuation of Assets of the Separate Account.........................   B-6
  Transferability Restrictions........................................   B-6
  Experts.............................................................   B-6
  Financial Statements................................................   B-6

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SERVICES TO THE SEPARATE ACCOUNT

     The Guardian Insurance & Annuity Company, Inc. ("GIAC") maintains the books
and records of The Guardian Separate Account D (the "Separate Account"). GIAC, a
wholly owned subsidiary of The Guardian Life Insurance Company of America, acts 
as custodian of the assets of the Separate Account. GIAC bears all expenses     
incurred in the operations of the Separate Account, except the mortality and    
expense risk charge and the administrative charge (as described in the          
Prospectus), which are borne by the Contractowner.                              

  The firm of Price Waterhouse LLP, 1177 Avenue of the Americas, New York,
New York 10036 currently serves as independent accountants for GIAC and the     
Separate Account.                                                               

    Guardian Investor Services Corporation ("GISC"), a wholly owned subsidiary
of GIAC, serves as principal underwriter for the Separate Account pursuant to a 
distribution and service agreement between GIAC and GISC. The Contracts are     
offered continuously and are sold by GIAC insurance agents who are registered   
representatives of either GISC or of other broker-dealers which have selling    
agreements with GISC and GIAC. In the years 1996, 1995 and 1994, GISC received  
underwriting commissions from GIAC with respect to the sales of variable annuity
contracts in the amount of $1,851,468, $1,409,708 and $1,709,799, respectively. 

ANNUITY PAYMENTS

  The objective of the Contracts is to provide benefit payments which will
increase at a rate sufficient to maintain purchasing power at a constant level. 
For this to occur, the actual net investment rate must exceed the assumed       
investment rate of 4% by an amount equal to the rate of inflation. Of course, no
assurance can be made that this objective will be met. If the assumed interest  
rate were to be increased, benefit payments would start at a higher level but   
would increase more slowly or decrease more rapidly. Likewise, a lower assumed  
interest rate would provide a lower initial payment with greater increases or   
lesser decreases in subsequent Annuity Payments.                                

Value of an Annuity Unit: The value of an Annuity Unit is determined  
independently for each of the Variable Investment Options. For any Valuation    
Period, the value of an Annuity Unit is equal to the value for the immediately  
preceding Valuation Period multiplied by the annuity change factor for the      
current Valuation Period. The Annuity Unit value for a Valuation Period is the  
value determined as of the end of such period. The annuity change factor is     
equal to the net investment factor for the same Valuation Period adjusted to    
neutralize the assumed investment return used in determining the Annuity        
Payments. The net investment factor is reduced by the amount of the mortality   
and expense risk charge on an annual basis during the life of the Contract. The 
dollar amount of any monthly payment due after the first monthly payment under a
Variable Investment Option will be determined by multiplying the number of      
Annuity Units by the value of an Annuity Unit for the Valuation Period ending   
ten (10) days prior to the Valuation Period in which the monthly payment is due.

 Determination of the First Monthly Annuity Payment: At the time Annuity
Payments begin, the value of the Contractowner's account is determined by       
multiplying the appropriate Variable or Fixed Accumulation Unit Value on the    
Valuation Period ten (10) days before the date the first variable or fixed      
Annuity Payment is due by the corresponding number of Variable or Fixed         
Accumulation Units credited to the Contractowner's account as of the date the   
first Annuity Payment is due, less any applicable premium taxes not previously  
deducted.                                                                       

The Contracts contain tables reflecting the dollar amount of the first
monthly payment which can be purchased with each $1,000 of value accumulated    
under the Contract. The amounts depend on the variable or fixed Annuity Payout  
Option selected, the mortality table used under the Contract (the 1983          
Individual Mortality Table a projected using Scale G) and the nearest age of the
Annuitant. The first Annuity Payment is determined by multiplying the benefit   
per $1,000 of value shown in the Contract tables by the number of thousands of  
dollars of value accumulated under the Contract.                                

Determination of the Second and Subsequent Monthly Variable Annuity   
Payments: The amount of the second and subsequent variable Annuity Payments is  
determined by multiplying the number of Annuity Units by the appropriate Annuity
Unit Value as of the valuation period ten (10) days prior to the day such       
payment is due. The number of Annuity Units under a Contract is determined by   
dividing the first monthly variable Annuity Payment by the value of the         
appropriate Annuity Unit on the date of such payment. This number of Annuity    
Units remains fixed during the variable Annuity Payment period, provided no     
transfers among the Variable Investment Options are made. If a transfer among   
the Variable Investment Options is made, the number of Annuity Units will be    
adjusted accordingly.                                                           

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 The assumed investment return of 4% under the Contract is the measuring
point for subsequent variable Annuity Payments. If the actual net investment    
rate (on an annual basis) remains constant at 4%, the variable Annuity Payments 
will remain constant. If the actual net investment rate exceeds 4%, the variable
Annuity Payment will increase at a rate equal to the amount of such excess.     
Conversely, if the actual rate is less than 4%, variable Annuity Payments will  
decrease.                                                                       

The second and subsequent monthly payments made under a Fixed Annuity 
Payout Option will be equal to the amount of the first monthly fixed Annuity    
Payment (described above).                                                      

PERFORMANCE DATA

The tables below provide performance results for each of the Separate 
Account's Investment Divisions through December 31, 1996. The results shown in  
this section are not an estimate or guarantee of future investment performance, 
and do not represent the actual experience of amounts invested by a particular  
Contractowner. Moreover, the performance information for each Investment        
Division reflects the investment experience of its underlying Funds for periods 
prior to the commencement of operations of the Separate Account (January 16,    
1990) if the Funds existed prior to such date. Such results were calculated by  
applying all Contract and Separate Account level charges to the historical Fund 
performance results for such prior periods. During such prior periods, the Funds
were utilized as the underlying Funds for other separate accounts of GIAC which 
were established in connection with the issuance of other variable contracts.   

Average Annual Total Return Calculations                                        

The first section of the following table was calculated using the     
standardized method prescribed by the Securities and Exchange Commission. It    
illustrates each Investment Division's average annual total return over the     
periods shown. The average annual total return for an Investment Division for a 
specified period is determined by reference to a hypothetical $1,000 investment 
that includes capital appreciation and depreciation for the stated period,      
according to the following formula:                                             

P(1 + T)^n = ERV

     Where:    P = A hypothetical purchase of $1,000 from which no sales load is
deducted.                                 
T = average annual total return.                  
n = number of years.                              
           ERV = ending redeemable value of the hypothetical $1,000 purchase
at the end of the period.                 

Each calculation assumes that all dividends and distributions are     
reinvested at net asset value on the reinvestment dates during the period, that 
no transfers or additional purchase payments were made and the surrender of the 
Contract at the end of each period. The Investment Division's average annual    
total return is the annual rate that would be necessary to achieve the ending   
value of an investment kept in the Investment Division for the period specified.
The rate of return reflects all charges assessed against a Contract and at the  
Separate Account level except for any premium taxes that may be payable. The    
charges reflected include any applicable contingent deferred sales charge; the  
mortality and expense risk charge; and a pro-rated portion of the contract      
administration fee. See the Prospectus for a detailed description of such       
charges.                                                                        

  The second section of the table was calculated in the same manner as the
first except that no contingent deferred sales charge was deducted since it is  
assumed that the Contract continues through the end of each period.             

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                                     Average Annual Total Return for a                                             
                                     Contract Surrendered on 12/31/96                                              
                                 (FP = Flexible Premium Payment Contract;   Average Annual Total Return on 12/31/96
                                   SP = Single Premium Payment Contract)           Assuming Contract Continues     
                                 ----------------------------------------   ---------------------------------------
                                      Length of Investment Period                  Length of Investment Period     
                                 ----------------------------------------   ---------------------------------------
                                                              Ten Years (or                         Ten Years (or  
                                                               Since Fund                            Since Fund    
   Investment Division  Date of Fund                            Inception,                            Inception,   
    Corresponding To     Inception     One Year   Five Years     If Less)     One Year  Five Years     If Less)    
----------------------  ------------   --------   ----------  -------------   --------  ----------  -------------  
                                                                                                                   
The Guardian Cash                      -2.32%FP     1.64%FP      4.32%FP                                           
Fund................       1/7/82      -2.32%SP     2.20%SP      4.32%SP        3.68%       2.74%        4.32%     

The Guardian Bond                      -4.41%FP     4.36%FP      6.68%FP                                           
Fund................       5/1/83      -4.41%SP     4.86%SP      6.68%SP        1.59%       5.35%        6.68%     

The Guardian Stock                     19.31%FP    17.32%FP     14.56%FP                                           
Fund................       4/13/83     19.31%SP    17.63%SP     14.56%SP       25.31%      17.95%       14.56%     

Gabelli Capital                         3.63%FP       N/A        6.93%FP                                           
Asset Fund..........       5/1/95       3.63%SP       N/A        6.93%SP        9.63%        N/A        10.34%     

Baillie Gifford                         7.97%FP     7.34%FP      7.53%FP                                           
International Fund..       2/8/91       7.97%SP     7.79%SP      8.00%SP       13.97%       8.23         8.23%     

Baillie Gifford                                                                                                    
Emerging Markets....                   17.03%FP       N/A        0.02%FP                                           
Fund................      10/17/94     17.03%SP       N/A        0.47%SP       23.03%        N/A         2.70%     

Value Line Centurion                    9.87%FP    11.02%FP     13.73%FP                                           
Fund ("VLCF").......      11/15/83      9.87%SP    11.41%SP     13.73%SP       15.87%      11.80%       13.73%     

Value Line Strategic                                                                                               
Asset Management                        8.42%FP    10.57%FP     12.82%FP                                           
Trust ("VLSAM").....       10/1/87      8.42%SP    10.97%SP     12.82%SP       14.42%      11.36%       12.82%     

Change in Accumulation Unit Value                                               

     The following performance information illustrates the cumulative change and
the actual annual change in Accumulation Unit values for the periods specified  
for each Investment Division and is computed differently than the standardized  
average annual total return information.                                        

   An Investment Division's cumulative change in Accumulation Unit values is
the rate at which the value of an Accumulation Unit changed over the timeperiod 
illustrated. The actual annual change in Accumulation Unit values is the rate at
which the value of an Accumulation Unit changed over each 12-month period       
illustrated. The rates of change in Accumulation Unit values quoted in the      
tables reflect a deduction for the mortality and expense risk charge. They do   
not reflect deductions for any contingent deferred sales charge, contract       
administration fee or premium taxes. The rates of change would be lower if these
charges were included.                                                          

                                                        [Enlarge/Download Table]

                                           Cumulative Change in Accumulation Unit Value                 
                                                for Period Ended December 31, 1996                      
                                          --------------------------------------------------------------
                                                                            Ten Years (or               
                                                                             Since Fund                 
           Investment Division                                               Inception,     Date of Fund
             Corresponding To             One Year         Five Years         If Less)       Inception  
----------------------------------------  --------         ----------       -------------   ------------
                                                                                                        
The Guardian Cash Fund..................    3.78%            15.02%            54.09%          1/7/82   
The Guardian Bond Fund..................    1.68%            30.41%            92.76%          5/1/83   
The Guardian Stock Fund.................   25.43%           129.33%           292.90%         4/13/83   
Gabelli Capital Asset Fund..............    9.73              N/A              17.99%          5/1/95   
Baillie Gifford International Fund......   14.08%            49.22             60.27%          2/8/91   
Baillie Gifford Emerging Markets Fund...   23.14%             N/A               6.26%        10/17/94   
Value Line Centurion Fund...............   15.98%            75.47%           265.58%        11/15/83   
Value Line Strategic Asset Management                                                                   
  Trust.................................   14.53%            72.07%           207.65%         10/1/87   

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                                            Change in Accumulation Unit Value for 12-Month Period ended December 31,              
                               -------------------------------------------------------------------------------------------------- 
Investment Division                                                                                                               
Corresponding To               1986    1987     1988     1989      1990      1991      1992      1993      1994     1995     1996 
----------------               ----    ----     ----     ----      ----      ----      ----      ----      ----     ----     ---- 
                                                                                                                                  
The Guardian Cash Fund ......  5.17%   5.13%    6.09%    7.79%     6.75%     4.38%     2.03%     1.46%    2.63%     4.32%    3.78%
The Guardian Bond Fund ...... 13.52%  -0.83%    8.44%   12.57%     6.31%    14.86%     6.46%     8.59%   -4.56%    16.24%    1.68%
The Guardian Stock Fund ..... 15.76%   0.69%   18.98%   22.02%   -12.80%    34.40%    18.69%    18.58%   -2.41%    33.11%   25.43%
Gabelli Capital Asset Fund ..   N/A     N/A      N/A      N/A       N/A       N/A       N/A       N/A       N/A     7.53%*   9.73%
Baillie Gifford                                                                                                                   
International Fund ..........   N/A     N/A      N/A      N/A       N/A      7.40%*   -9.95%    32.50%   -0.28%     9.95%   14.08%
Baillie Gifford Emerging                                                                                                          
Markets Fund ................   N/A     N/A      N/A      N/A       N/A       N/A       N/A       N/A   -12.17%*   -1.74%   23.14%
Value Line Centurion Fund                                                                                                         
("VLCF") .................... 15.52%  -3.97%    6.35%   29.99%     4.33%    50.44%     4.71%     7.95%   -3.34%    38.47%   15.98%
Value Line Strategic Asset                                                                                                        
Management Trust                                                                                                                  
("VLSAM") ...................   N/A   -5.41%    8.92%*  24.11%    -1.32%    41.69%    13.73%    10.57%   -5.97%    27.06%   14.53%

* From date of commencement of public offering of Fund's shares through         
December 31.                                                                

Calculation of Yield Quotations for the Cash Fund Investment Division           

   The yield of the Investment Division of the Separate Account investing in
the Cash Fund represents the net change, exclusive of gains and losses realized 
by the Investment Division or the Cash Fund and unrealized appreciation and     
depreciation with respect to the Cash Fund's portfolio of securities, in the    
value of a hypothetical pre-existing Contract that is credited with one         
Accumulation Unit at the beginning of the period for which yield is determined  
(the "base period"). The base period generally will be a seven-day period. The  
current yield for a base period is calculated by dividing (1) the net change in 
the value of the Contract for the base period (see "Accumulation Period" in the 
Prospectus) by (2) the value of the Contract at the beginning of the base period
and multiplying the result by 365/7. Deductions from purchase payments (for     
example, any applicable premium taxes) and any applicable contingent deferred   
sales charge assessed at the time of withdrawal or annuitization are not        
reflected in the computation of current yield of the Investment Division. The   
determination of net change in Contract value reflects all deductions that are  
charged to a Contractowner, in proportion to the length of the base period and  
the Investment Division's average Contract size. The current annualized yield of
the Cash Fund Investment Division for the 7-day period ended December 31, 1996  
was 4.94%.                                                                      

Yield also may be calculated on an effective or compound basis, which 
assumes continual reinvestment by the Investment Division throughout an entire  
year of net income earned by the Investment Division at the same rate as net    
income is earned in the base period. The effective or compound yield for a base 
period is calculated by (1) dividing (i) the net change in the value of the     
Contract for the base period by (ii) the value of the Contract as of the        
beginning of the base period, (2) adding 1 to the result, (3) raising the sum to
a power equal to 365 divided by the number of days in the base period, and (4)  
subtracting 1 from the result. The effective annualized yield of the Cash Fund  
Investment Division for the 7-day period ended December 31, 1996 was 5.06%.     

    The current and effective yields of the Cash Fund Investment Division will
vary depending on prevailing interest rates, the operating expenses and the     
quality, maturity and type of instruments held in the Cash Fund's portfolio.    
Consequently, no yield quotation should be considered as representative of what 
the yield of the Investment Division may be for any specified period in the     
future. The yield is subject to fluctuation and is not guaranteed.              

Performance Comparisons                                                         

   Advertisements and sales literature for the Separate Account's Investment
Divisions and their underlying Funds may compare their performance to other     
investment vehicles and the separate accounts of other insurance companies as   
reflected in independent performance data furnished by sources such as Lipper   
Analytical Services, Inc., Morningstar, and Variable Annuity Research & Data    
Service, all of which are independent services which monitor and rank the       
performance of variable annuity issuers in each of the major categories of      
investment objectives on an industry-wide basis. The performance analyses       
prepared by such services rank issuers on the basis of total return, assuming   
reinvestment of distributions, but may not take sales charges, redemption fees, 
or certain expense deductions into consideration.                               

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 VALUATION OF ASSETS OF THE SEPARATE ACCOUNT

  The value of Fund shares held in each Investment Division at the time of
each valuation is the redemption value of such shares at such time. If the right
to redeem shares of a Fund has been suspended, or payment of redemption value   
has been postponed for the sole purpose of computing Annuity Payments, the      
shares held in the Separate Account (and corresponding Annuity Units) may be    
valued at fair value as determined in good faith by GIAC's Board of Directors.  

TRANSFERABILITY RESTRICTIONS

   Where a Contract is owned in conjunction with a retirement plan qualified
under the Internal Revenue Code of 1986, as amended ("Code"), a tax-sheltered   
annuity program or individual retirement account, and notwithstanding any other 
provisions of the Contract, the Contractowner may not change the ownership of   
the Contract nor may the Contract be sold, assigned or pledged as collateral for
a loan or as security for the performance of an obligation or for any other     
purpose to any person other than GIAC unless the Contractowner is the trustee of
an employee trust qualified under the Code, the custodian of a custodial account
treated as such, or the employer under a qualified non-trusteed pension plan.   

 EXPERTS

The financial statements of the Separate Account incorporated in this 
Statement of Additional Information and in the Registration Statement by        
reference to the Annual Report to Contractowners for the year ended December 31,
1996 have been so incorporated in reliance on the report of Price Waterhouse    
LLP, independent accountants. The statutory basis balance sheets of GIAC as of  
December 31, 1996 and 1995 and the related statutory basis statements of        
operations, of changes in common stock and surplus and of cash flows for the    
three years in the period ended December 31, 1996 appearing in this Statement of
Additional Information have been so included in reliance on the report of Price 
Waterhouse LLP, independent accountants. Such statutory basis financial         
statements have been included herein or incorporated herein by reference in     
reliance upon such reports given upon the authority of such firm as experts in  
accounting and auditing.                                                        

FINANCIAL STATEMENTS

     The statutory basis financial statements of GIAC which are set forth herein
beginning on page B-7 should be considered only as bearing upon the ability of  
GIAC to meet its obligations under the Contracts.                               

     The financial statements of the Separate Account are incorporated herein by
reference to the Separate Account's 1996 Annual Report to Contractowners. Such  
financial statements, the notes thereto and the reports of the independent      
accountants and auditors thereon are incorporated by reference into this        
Statement of Additional Information or are included elsewhere in this           
Registration Statement. A free copy of the 1996 Annual Report to Contractowners 
accompanies this Statement of Additional Information.                           

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
BALANCE SHEETS

                                                        [Enlarge/Download Table]

========================================================================================================
                                                                                    December 31,        
--------------------------------------------------------------------------------------------------------
                                                                               1996             1995    
                                                                               ----             ----    
                                                                                                        
ADMITTED ASSETS                                                                                         
Investments:                                                                                            
   Fixed maturities, principally at amortized cost                                                      
     (market: 1996-- $491,271,164; 1995-- $415,119,363)................  $  490,445,948   $  405,213,799
   Affiliated money market fund, at market, which approximates cost....       2,755,672        2,633,939
   Investment in subsidiary............................................       7,746,643        7,604,442
   Policy loans-- variable life insurance..............................      68,143,068       63,842,200
   Cash and short-term investments.....................................      17,825,039       17,983,654
   Investment in joint venture.........................................         285,874           44,418
   Accrued investment income receivable................................      10,553,405        9,771,251
   Due from parent and affiliates......................................       6,507,913        2,982,854
   Other assets........................................................      12,173,268        9,932,726
   Receivable from separate accounts...................................      11,606,587        3,543,010
   Variable annuity and EISP/CIP separate account assets...............   5,248,159,777    4,174,493,377
   Variable life separate account assets...............................     342,921,803      311,173,536
                                                                         --------------   --------------
     TOTAL ADMITTED ASSETS............................................   $6,219,124,997   $5,009,219,206
                                                                         ==============   ==============
LIABILITIES                                                                                             
Policy liabilities and accruals:                                                                        
     Fixed deferred reserves...........................................  $  329,681,355   $  300,059,252
     Fixed immediate reserves..........................................       5,874,894        4,966,569
     Life reserves.....................................................      65,462,693       22,502,664
     Minimum death benefit guarantees..................................       1,257,777        1,171,951
     Policy loan collateral fund reserve...............................      65,762,820       61,798,105
Accrued expenses, taxes & commissions..................................       2,712,360        1,250,797
Due to parent and affiliates...........................................      15,304,638       16,072,198
Federal income taxes payable...........................................       4,743,447          636,681
Other liabilities......................................................      30,079,434       13,295,087
Asset valuation reserve................................................      15,121,269        9,341,353
Variable annuity and EISP/CIP separate account liabilities.............   5,193,574,218    4,129,376,222
Variable life separate account liabilities.............................     335,769,184      306,870,400
                                                                         --------------   --------------
     TOTAL LIABILITIES.................................................   6,065,344,089    4,867,341,279

COMMON STOCK AND SURPLUS                                                                                
Common Stock, $100 par value, 20,000 shares authorized, issued and                                      
   outstanding.........................................................       2,000,000        2,000,000
Additional paid-in surplus.............................................     137,398,292      137,398,292
Assigned and unassigned surplus........................................      14,382,616        2,479,635
                                                                         --------------   --------------
                                                                            153,780,908      141,877,927
                                                                         --------------   --------------
     TOTAL LIABILITIES, COMMON STOCK AND SURPLUS......................   $6,219,124,997   $5,009,219,206
                                                                         ==============   ==============

See notes to financial statements.

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
STATEMENTS OF OPERATIONS

                                                        [Enlarge/Download Table]

======================================================================================================== 
                                                                       Year Ended December 31,           
-------------------------------------------------------------------------------------------------------- 
                                                                1996            1995            1994     
                                                                ----            ----            ----     
                                                                                                         
REVENUES:                                                                                                
   Premiums and annuity considerations:                                                                  
     Variable annuity considerations ....................  $ 731,792,764   $ 537,841,762   $ 533,763,975 
     Life insurance premiums and fixed                                                                   
     annuity considerations .............................     44,874,269      73,938,212      71,289,987 
   Net investment income ................................     42,366,902      36,293,598      27,909,606 
   Amortization of IMR ..................................        333,219         257,380         542,157 
   Net gain from operations from separate accounts ......      8,860,462            --              --   
   Service fees .........................................     58,774,486      46,560,286      35,858,692 
   Variable life-- cost of insurance ....................      4,844,028       4,232,564       3,828,702 
   Reserve adjustments on reinsurance ceded .............     30,636,445     (32,192,749)     84,062,188 
   Commissions and expense allowances ...................     14,508,840      10,057,974      19,542,388 
   Other income .........................................      2,535,356       1,127,526         819,726 
                                                           -------------   -------------   ------------- 
                                                             939,526,771     678,116,553     777,617,421 
                                                           -------------   -------------   ------------- 
BENEFITS AND EXPENSES:                                                                                   
   Benefits:                                                                                             
     Death benefits .....................................      6,785,456       4,774,584       3,740,612 
     Annuity benefits ...................................    426,072,773     276,568,762     173,188,734 
     Surrender benefits .................................     17,459,706      17,660,413       9,882,392 
     Increase in reserves ...............................     82,891,516      65,349,399      80,386,221 
   Net transfers to (from) separate accounts:                                                            
     Variable annuity and EISP/CIP ......................    323,093,897     252,772,988     448,425,833 
     Variable life ......................................    (10,417,095)    (17,796,371)     (8,822,426)
   Commissions ..........................................     39,233,431      34,364,742      45,602,891 
   General insurance expenses ...........................     42,523,892      25,888,456      15,083,859 
   Taxes, licenses and fees .............................      3,723,858       2,477,492       2,731,840 
   Reinsurance terminations .............................    (15,470,015)     11,002,701       3,517,681 
                                                           -------------   -------------   ------------- 
                                                             915,897,419     673,063,166     773,737,637 
                                                           -------------   -------------   ------------- 
        INCOME BEFORE INCOME                                                                             
          TAXES AND REALIZED GAINS                                                                       
          FROM INVESTMENTS ..............................     23,629,352       5,053,387       3,879,784 
   Federal income taxes .................................      3,941,460         439,667         601,468 
                                                           -------------   -------------   ------------- 
        INCOME BEFORE REALIZED                                                                           
          GAINS FROM INVESTMENTS ........................     19,687,892       4,613,720       3,278,316 
   Realized gains from investments, net of federal income                                                
     taxes, net of transfer to IMR ......................          7,540         342,455          (2,232)
                                                           -------------   -------------   ------------- 
        NET INCOME ......................................  $  19,695,432   $   4,956,175   $   3,276,084 
                                                           =============   =============   ============= 

See notes to financial statements.

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 STATEMENTS OF CHANGES IN COMMON STOCK AND SURPLUS

                                                        [Enlarge/Download Table]

======================================================================================================= 
                                                                           Assigned and                 
                                                              Additional    Unassigned        Total     
                                                    Common     Paid-in        Surplus      Common Stock 
                                                     Stock     Surplus       (Deficit)      and Surplus 
                                                    ------     --------      ---------     ------------ 
                                                                                                        
Balances at December 31, 1993.................   $2,000,000  $137,398,292    ($983,630)    $138,414,662 
                                                 ----------  ------------  -----------     ------------ 
Net income from operations....................                               3,276,084        3,276,084 
Decrease in unrealized appreciation of                                                                  
   Company's investment in separate accounts,                                                           
   net of applicable taxes....................                                (527,471)        (527,471)
Decrease in unrealized appreciation of                                                                  
   Company's investment in joint venture......                                (255,163)        (255,163)
Increase in unrealized appreciation of                                                                  
   Company's investment in subsidiary.........                                  24,034           24,034 
Decrease in non-admitted assets...............                                   5,818            5,818 
Disallowed interest maintenance reserve.......                              (1,124,268)      (1,124,268)
Net increase in asset valuation reserve.......                              (2,233,163)      (2,233,163)
                                                 ----------  ------------  -----------     ------------ 
Balances at December 31, 1994.................    2,000,000   137,398,292   (1,817,759)     137,580,533 
                                                 ----------  ------------  -----------     ------------ 
Net income from operations....................                               4,956,175        4,956,175 
Increase in unrealized appreciation of                                                                  
   Company's investment in separate accounts,                                                           
   net of applicable taxes....................                               3,024,930        3,024,930 
Decrease in unrealized appreciation of                                                                  
   Company's investment in joint venture......                                  (6,803)          (6,803)
Increase in unrealized appreciation of                                                                  
   Company's investment in subsidiary.........                                 298,534          298,534 
Increase in non-admitted assets...............                                  (7,078)          (7,078)
Disallowed interest maintenance reserve.......                                 143,080          143,080 
Net increase in asset valuation reserve.......                              (4,111,444)      (4,111,444)
                                                 ----------  ------------  -----------     ------------ 
Balances at December 31, 1995.................    2,000,000   137,398,292    2,479,635      141,877,927 
                                                 ----------  ------------  -----------     ------------ 
Net income from operations....................                              19,695,433       19,695,433 
Tax on prior years separate account                                                                     
   seed investment unrealized gains...........                                (104,732)        (104,732)
Increase in unrealized appreciation of                                                                  
   Company's investment in joint venture......                                 241,456          241,456 
Increase in unrealized appreciation of                                                                  
   Company's investment in subsidiary.........                                 142,201          142,201 
Decrease in unrealized appreciation of                                                                  
   Company's investment in other assets.......                                  (9,384)          (9,384)
Increase in non-admitted assets...............                                 (80,815)         (80,815)
Disallowed interest maintenance reserve.......                                (128,107)        (128,107)
Surplus changes resulting from reinsurance....                              (2,073,155)      (2,073,155)
Net increase in asset valuation reserve.......                              (5,779,916)      (5,779,916)
                                                 ----------  ------------  -----------     ------------ 
Balances at December 31, 1996.................   $2,000,000  $137,398,292  $14,382,616     $153,780,908 
                                                 ==========  ============  ===========     ============ 

See notes to financial statements.

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 STATEMENTS OF CASH FLOW

                                                        [Enlarge/Download Table]

========================================================================================================== 
                                                                         Year Ended December 31,           
                                                             --------------------------------------------- 
                                                                  1996            1995            1994     
                                                                  ----            ----            ----     
                                                                                                           
Cash flows from insurance activities:                                                                      
   Premiums, annuity considerations and deposit funds .....  $ 780,710,735   $ 611,169,979   $ 600,336,507 
   Investment income ......................................     42,413,736      36,912,131      26,762,114 
   Commissions and expense allowances on                                                                   
     reinsurance ceded ....................................     37,315,301     (22,118,484)    104,767,754 
   Other income ...........................................     47,357,962      44,220,753      33,914,971 
   Life claims ............................................     (6,900,438)     (4,420,866)     (3,397,937)
   Surrender benefits .....................................     (2,774,865)    (17,660,413)     (9,882,392)
   Annuity benefits .......................................   (424,511,908)   (276,163,436)   (173,227,230)
   Commissions, other expenses                                                                             
     and taxes (excluding FIT) ............................    (78,968,214)    (57,714,112)    (63,448,237)
   Net transfers to separate accounts .....................   (307,856,562)   (231,230,812)   (435,548,833)
   Federal income taxes (excluding tax on capital gains) ..        682,025      (1,557,444)     (1,522,592)
   Increase in policy loans ...............................     (4,300,868)     (4,522,280)     (6,527,387)
   Other operating expenses and sources ...................      2,077,342      (8,945,084)      2,428,502 
                                                             -------------   -------------   ------------- 
     NET CASH PROVIDED BY INSURANCE                                                                        
       ACTIVITIES .........................................     85,244,246      67,969,932      74,655,240 
                                                             -------------   -------------   ------------- 
Cash flows from investing activities:                                                                      
   Proceeds from dispositions of investment securities ....    224,692,954      63,122,215     149,529,893 
   Purchases of investment securities .....................   (309,590,319)   (118,543,796)   (230,182,416)
   Net proceeds from short-term investments ...............              0               0               0 
   Federal income tax on capital gains ....................       (505,496)        992,810      (1,233,244)
                                                             -------------   -------------   ------------- 

     NET CASH USED IN INVESTING ACTIVITIES.................    (85,402,861)    (54,428,771)    (81,885,767)
                                                             -------------   -------------   ------------- 

    NET INCREASE (DECREASE) IN CASH .......................       (158,615)     13,541,161      (7,230,527)

    CASH AND SHORT-TERM INVESTMENTS,                                                                       
      BEGINNING OF YEAR ...................................     17,983,654       4,442,493      11,673,020 
                                                             -------------   -------------   ------------- 
    CASH AND SHORT-TERM INVESTMENTS,                                                                       
      END OF YEAR .........................................  $  17,825,039   $  17,983,654   $   4,442,493 
                                                             =============   =============   ============= 

See notes to financial statements.

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
 December 31, 1996

Note 1 -- Organization                                                          

   Organization: The Guardian Insurance & Annuity Company, Inc. (GIAC or the
Company) is a wholly-owned subsidiary of The Guardian Life Insurance Company of 
America (The Guardian). The Company is licensed to conduct life and health      
insurance business in all fifty states and the District of Columbia. The        
Company's primary business is the sale of variable deferred annuity contracts   
and variable and term life insurance policies. For variable products other than 
401(k) products, contracts are sold by insurance agents who are licensed by GIAC
and are either Registered Representatives of Guardian Investor Services         
Corporation (GISC) or of broker-dealer firms which have entered into sales      
agreements with GIAC and GISC. The Company's general agency distribution system 
is used for the sale of other products and policies.                            

    Guardian Investor Services Corporation is a wholly-owned subsidiary of the
Company. GISC is a registered broker-dealer under the Securities Exchange Act of
1934 and is a registered investment advisor under the Investment Advisor's Act  
of 1940. GISC is the distributor and underwriter for GIAC's variable products,  
and the investment advisor to certain mutual funds sponsored by GIAC which are  
investment options for the variable products.                                   

   Insurance Separate Accounts: The Company has established twelve insurance
separate accounts primarily to support the variable annuity and life insurance  
products it offers. The majority of the separate accounts are unit investment   
trusts registered under the Investment Company Act of 1940. Proceeds from the   
sale of variable products are invested through these separate accounts in       
certain mutual funds specified by the contractholders. In addition, certain     
variable annuity and variable life insurance contractholders may invest in The  
Guardian Real Estate Account. Participating interests in the real estate account
are registered under the Securities Act of 1933. Of these separate accounts the 
Company maintains two separate accounts whose sole purpose is to fund certain   
employee benefit plans of The Guardian.                                         

    The assets and liabilities of the separate accounts are clearly identified
and distinct from the other assets and liabilities of the Company. The assets of
the separate accounts will not be charged with any liabilities arising out of   
any other business of the Company. However, the obligations of the separate     
accounts, including the promise to make annuity and death benefit payments,     
remain obligations of the Company. Assets and liabilities of the separate       
accounts are stated primarily at the market value of the underlying investments 
and corresponding contractholders obligations.                                  

Note 2 -- Summary of Significant Accounting Policies                            

 Basis of presentation of financial statements: The financial statements
have been prepared on a comprehensive basis of accounting other than generally  
accepted accounting principles that is prescribed or permitted by the Insurance 
Department of the State of Delaware.                                            

     Prior to 1996, these policies were considered generally accepted accounting
principles ("GAAP") for mutual life insurance companies. However, in April,     
1993, the Financial Accounting Standards Board issued Interpretation No. 40,    
"Applicability of Generally Accepted Accounting Principles to Mutual Life       
Insurance and Other Enterprises", which establishes a different definition of   
GAAP for mutual life insurance companies. Under this interpretation, financial  
statements of mutual life insurance companies for periods beginning after       

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

December 15, 1995 which are prepared on the statutory basis of accounting are no
longer characterized as being in conformity with GAAP. Financial statements     
prepared on a statutory basis vary from financial statements prepared on a GAAP 
basis because: (1) the costs relating to acquiring business, principally        
commissions and certain policy issue expenses, are charged to income in the year
incurred, whereas on a GAAP basis they would be recorded as assets and amortized
over the future periods to be benefited; (2) life insurance and annuity reserves
are based on statutory mortality and interest requirements, without             
consideration of withdrawals, whereas on GAAP basis they are on anticipated     
Company experience for lapses, mortality and investment yield; (3) life         
insurance enterprises are required to establish a formula-based asset valuation 
reserve (AVR) by a direct charge to surplus to offset potential investment      
losses; under GAAP, provisions for investments are established as needed through
a charge to income; (4) realized gains and losses resulting from changes in     
interest rates on fixed income investments are deferred in the interest         
maintenance reserve (IMR) and amortized into investment income over the         
remaining life of the investment sold; for GAAP, such gains and losses are      
recognized in income at the time of sale; (5) bonds are carried principally at  
amortized cost for statutory reporting and at market value for GAAP; (6) annuity
and certain insurance premiums are recognized as premium income, whereas for    
GAAP they are recognized as deposits; (7) deferred federal income taxes are not 
provided for temporary differences between tax and book assets and liabilities  
as they are under GAAP; (8) certain reinsurance transactions are accounted for  
as reinsurance for statutory purposes and as financing transactions under GAAP, 
and assets and liabilities are reported net of reinsurance for statutory        
purposes and gross of reinsurance for GAAP.                                     

The following reconciles the statutory net income of the Company as   
reported to regulatory authorities to consolidated GAAP net income:             

                                                      For the Year Ended
                                                     1996           1995
                                                     ----           ----
Statutory net income .............................  $ 19,695,432   $  4,956,175 
Adjustments to restate to the basis of GAAP:                                    
 Statutory net income of subsidiaries ...........       142,201        298,534
Capitalization of deferred policy acquisition                               
 costs...........................................    42,525,493     29,971,479
Deferred premiums ..............................     4,096,976           -- 
 Re-estimation of future policy benefits ........    30,086,231        659,225
 Reinsurance ....................................   (36,696,036)    17,635,115
  Deferred federal income tax expense ............   (13,074,280)   (15,221,064)
  Elimination of interest maintenance reserve ....      (333,219)      (257,381)
  Other, net......................................    (6,094,192)      (759,141)
                                                   ------------   ------------
Consolidated GAAP net income......................  $ 40,348,606   $ 37,282,942 
                                                   ============   ============

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

   The following reconciles the statutory capital and surplus of the Company
as reported to the regulatory authorities to consolidated GAAP stockholder's    
equity:                                                                         

                                                  December 31,
                                                  ------------------------------
                                                  1996            1995
                                                  ----            ----
Statutory capital and surplus ..................  $ 153,780,908   $ 141,877,927 
Add (deduct) cumulative effect of adjustments:                                  
 Deferred policy acquisition costs ............    221,475,216     185,237,251
 Elimination of asset valuation reserve .......     15,121,269       9,341,353
 Re-estimation of future policy benefits ......    (35,823,432)      5,870,371
  Establishment of deferred federal income tax .    (65,126,004)    (53,923,759)
  Other, net ...................................     33,178,992      (2,451,817)
                                                 -------------   -------------
Consolidated GAAP stockholder's equity .........  $ 322,606,949   $ 285,951,326 
                                                 =============   =============

   The preparation of financial statements of insurance enterprises requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements. As a provider of
life insurance and annuity products, GIAC's operating results in any given      
period depend on estimates of policy reserves required to provide for future    
policyholder benefits. The development of policy reserves for insurance and     
investment contracts requires management to make estimates and assumptions      
regarding mortality, morbidity, lapse, expense and investment experience. Such  
estimates are primarily based on historical experience and, in many cases, state
insurance laws which require specific mortality, morbidity, and investment      
assumptions to be used by the Company. Actual results could differ from those   
estimates. Management monitors actual experience, and where circumstances       
warrant, revises its assumptions and the related reserve estimates.             

Valuation of investments: Investments in securities are recorded in   
accordance with valuation procedures established by the National Association of 
Insurance Commissioners (NAIC). Unrealized gains and losses on investments      
carried at market are recorded directly to unassigned surplus. Realized gains   
and losses on disposition of investments are determined by the specific         
identification method. Effective for 1996 financial statements, the NAIC        
requires and the Company has recorded the net gain from the operations of the   
separate accounts in the operations of the general account instead of surplus.  

Bonds: Bonds are valued principally at amortized cost. Mortgage backed
bonds are carried at amortized cost using the interest method considering       
anticipated prepayments at the date of purchase. Significant changes in future  
anticipated cash flows from the original purchase assumptions are accounted for 
using the retrospective adjustment method with PSA standard prepayment rates.   

     Investment in subsidiary: GIAC's investment in GISC is carried at equity in
GIAC's underlying net assets. Undistributed earnings or losses are reflected as 
unrealized capital gains and losses directly in unassigned surplus. Dividends   
received from GISC are recorded as investment income and amounted to $9,500,000 
in 1996, $6,700,000 in 1995 and $4,900,000 in 1994.                             

     Short-Term Investments: Short-term investments are stated at amortized cost
and consist primarily of investments having maturities at the date of purchase  
of six months or less. Market values for such investments approximate carrying  
value.                                                                          

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

Loans on Policies: Loans on policies are stated at unpaid principal   
balance. The carrying amount approximates fair value since loans on policies    
have no defined maturity date and reduce the amount payable at death or at      
surrender of the contract.                                                      

Investment Reserves: In compliance with regulatory requirements, the  
Company maintains the Asset Valuation Reserve (AVR) and the Interest Maintenance
Reserve (IMR). The AVR is intended to stabilize policyholders' surplus against  
market fluctuations in the value of equities and credit related declines in the 
value of bonds. Changes in the AVR are recorded directly to unassigned surplus. 
The IMR captures net after-tax realized capital gains which result from changes 
in the overall level on interest rates for fixed income investments and         
amortizes these net capital gains into income over the remaining stated life of 
the investments sold. The Company uses the group method of calculating the IMR, 
consistent with the prior year.                                                 

  Contract and Policy Reserves: Fixed deferred reserves represent the fund
balance left to accumulate at interest under fixed annuity contracts that were  
offered directly by the Company, a fixed rate option that is offered to variable
annuity contractowners and a single premium deferred annuity that is offered by 
the Company. The fixed annuity contracts are no longer offered by the Company.  

The estimated fair value of contractholder account balances within the
fixed deferred reserves has been determined to be equivalent to carrying value  
as the current offering and renewal rates are set in response to current market 
conditions and are only guaranteed for one year.                                

 The interest rate credited on fixed annuity contracts included in fixed
deferred reserves for 1996 and 1995 was 5.75% and 5.75%, respectively. The      
interest rates credited on the fixed rate option offered to certain variable    
annuity contractowners ranged from 5.25% to 5.50% during 1996. For the fixed    
rate option currently issued, the issue and renewal interest rates credited     
varies from month to month and ranged from 5.0% to 5.25% in 1996. For single    
premium deferred annuities the rates ranged from 5.0% to 5.75% in 1996. Fixed   
immediate reserves are a liability within the general account for those         
annuitants who have elected a fixed annuity payout option. The immediate        
contract reserve is computed using the 1971 IAM Table and a 4% discount rate.   

    Minimum death benefit guarantees represent a reserve for term insurance to
support guaranteed insurance amounts on variable life policies in the event of  
possible declines in separate account assets, assuming a 4% discount rate and   
mortality consistent with the 1958 or 1980 CSO Table applicable in the pricing  
of each policy.                                                                 

    The loan collateral fund reserve is the cash value of loaned variable life
policyowner account values. The reserve is credited with interest at 4% per     
annum for single premium variable life policyowners and 6.5% for annual pay     
variable life policyowners.                                                     

    Non-admitted Assets: Certain assets designated as "non-admitted assets" in
accordance with rules and regulations of the Department of Insurance of the     
State of Delaware are charged directly to unassigned surplus. At December 31,   
1996 and 1995 non-admitted assets consisted of agents' balances and             
miscellaneous receivables in the amounts of $123,785 and $84,575, respectively. 

  Acquisition Costs: Commissions and other costs incurred in acquiring new
business are charged to operations as incurred.                                 

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

Premiums and Other Revenues: Premiums and annuity considerations are  
recognized for funds received on variable life insurance and annuity products.  
Corresponding transfers to/from separate accounts are included in the expenses. 

    Revenue also include service fees from the separate accounts consisting of
mortality and expense charges, annual administration fees, charges for the cost 
of term insurance related to variable life policies and penalties for early     
withdrawals. Services fees were not charged on separate account assets of $142.7
million and $117.7 million at December 31, 1996 and 1995, respectively, which   
represent investments in The Guardian's employee benefit plans.                 

  Federal Income Taxes: The provision for federal income taxes is based on
income from operations currently taxable, as well as accrued market discount on 
bonds. Realized gains and losses are reported after adjustment for the          
applicable federal income taxes. The taxable portion of unrealized appreciation 
of the Company's separate account investments is also recorded.                 

  Other: Certain reclassifications have been made in the amounts presented
for prior periods to conform those periods with the 1996 presentation.          

Note 3 -- Federal Income Taxes                                                  

  The Company's federal income tax return is consolidated with its parent,
The Guardian. The consolidated income tax liability is allocated among the      
members of the group according to a tax sharing agreement. In accordance with   
the tax sharing agreement between and among the parent and participating        
subsidiaries, each member of the group computes its tax provision and liability 
on a separate return basis, but may, where applicable, recognize benefits of net
operating losses and capital losses utilized in the consolidated group.         
Estimated payments are made between the members of the group during the year.   

 A reconciliation of federal income tax expense, based on the prevailing
corporate income tax rate of 35% for 1996, 1995 and 1994 to the federal income  
tax expense reflected in the accompanying financial statements is as follows:   

                                                        [Enlarge/Download Table]

                                                             Year Ended December 31,         
                                                     --------------------------------------- 
                                                        1996          1995          1994     
                                                        ----          ----          ----     
                                                                                             
Income tax at prevailing corporate income tax rates                                          
   applied to pretax statutory income .............  $ 8,270,274   $ 1,768,688   $ 1,357,924 
Add (deduct) tax effect of:                                                                  
   Adjustment for annuity and other reserves ......   (1,478,476)      337,668       141,295 
   DAC Tax ........................................      867,731       666,260     1,575,953 
   Dividend from subsidiary .......................   (3,325,000)   (2,345,000)   (1,715,000)
   Other-- net ....................................     (393,070)       12,051      (758,704)
                                                     -----------   -----------   ----------- 
Federal income taxes ..............................  $ 3,941,459   $   439,667   $   601,468 
                                                     ===========   ===========   =========== 

 The provision for federal income taxes includes deferred taxes in 1996,
1995 and 1994 of $353,051, $304,923 and $99,120, respectively, applicable to the
difference between the tax basis and the financial statement basis of recording 
investment income relating to accrued market discount.                          

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

Note 4 -- Investments                                                           

  The major categories of net investment income are summarized as follows:

                                                        [Enlarge/Download Table]

                                                        Year Ended December 31,      
                                              ---------------------------------------
                                                 1996          1995          1994    
                                                 ----          ----          ----    
                                                                                     
Fixed maturities ............................ $28,234,145   $25,795,915   $19,949,553
Affiliated money market funds ...............     121,733       130,729        84,083
Subsidiary ..................................   9,500,000     6,700,000     4,900,000
Policy loans ................................   3,089,490     2,847,532     2,547,670
Short-term investments ......................   1,259,730     1,181,215       622,391
Joint venture dividend ......................     623,160       684,306       789,867
                                              -----------   -----------   -----------
                                               42,828,258    37,339,697    28,893,564
Less: Investment expenses ...................     461,356     1,046,099       983,958
                                              -----------   -----------   -----------
Net investment income ....................... $42,366,902   $36,293,598   $27,909,606
                                              ===========   ===========   ===========

  Net realized gains, less applicable federal income taxes and transfer to
IMR, are summarized as follows:                                                 

                                                        [Enlarge/Download Table]

                                                         Year Ended December 31,       
                                               --------------------------------------- 
                                                  1996          1995          1994     
                                                  ----          ----          ----     
                                                                                       
   Realized capital gains (losses) ..........  $ 1,242,432   $ 1,323,447   $(3,994,715)
                                               -----------   -----------   ----------- 
Federal income tax expense (benefit):                                                  
   Current ..................................      829,610       622,821    (1,110,135)
   Deferred .................................     (394,759)      (42,290)     (248,068)
                                               -----------   -----------   ----------- 
   Total Federal income tax expense (benefit)      434,851       580,531    (1,358,203)
                                               -----------   -----------   ----------- 
Transfer to IMR .............................      800,041       400,461    (2,634,280)
                                               -----------   -----------   ----------- 
Net realized gains (losses) .................  $     7,540   $   342,455   $    (2,232)
                                               ===========   ===========   =========== 

  The increase in unrealized appreciation (depreciation) on fixed maturity
securities for the years ended December 31, 1996, 1995 and 1994 was             
$(9,080,348), $26,899,449 and $(23,246,030), respectively.                      

 The market values of bonds are based on quoted prices as available. For
certain private placement debt securities where quoted market prices are not    
available, fair value is estimated by management using adjusted market prices   
for like securities.                                                            

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

 The cost and estimated market values of investments by major investment
category at December 31, 1996 and 1995 are as follows:                          

                                                        [Enlarge/Download Table]

                                                             December 31, 1996                 
                                         ------------------------------------------------------
                                                           Gross        Gross        Estimated 
                                                        Unrealized    Unrealized       Market  
                                             Cost          Gains        Losses         Value   
                                         ------------  ------------  ------------  ------------
                                                                                               
U.S.  Treasury securities & obligations                                                        
   of U.S. government corporations                                                             
   and agencies .......................  $133,436,167  $    761,811  $    435,887  $133,762,091
Obligations of states and political                                                            
   subdivisions .......................    40,444,325       148,692        70,771    40,522,246
Debt securities issued by foreign                                                              
   governments ........................     3,491,091          --          65,431     3,425,660
Corporate debt securities .............   313,074,365     2,279,414     1,792,612   313,561,167
Common stock of subsidiary ............     9,398,292          --       1,651,649     7,746,643
Affiliated mutual funds ...............     2,755,672          --            --       2,755,672
                                         ------------  ------------  ------------  ------------
                                         $502,599,912  $  3,189,917  $  4,016,350  $501,773,479
                                         ============  ============  ============  ============

                                                        [Enlarge/Download Table]

                                                             December 31, 1995                 
                                         ------------------------------------------------------
                                                           Gross        Gross        Estimated 
                                                        Unrealized    Unrealized       Market  
                                             Cost          Gains        Losses         Value   
                                         ------------  ------------  ------------  ------------
                                                                                               
U.S.  Treasury securities & obligations                                                        
   of U.S. government corporations                                                             
   and agencies .......................  $ 86,663,351  $  2,599,555  $       --    $ 89,262,906
Obligations of states and political                                                            
   subdivisions .......................     6,086,127       108,215         1,599     6,192,743
Debt securities issued by foreign                                                              
   governments ........................     8,061,711       537,479          --       8,599,190
Corporate debt securities .............   304,402,610     7,379,558       717,644   311,064,524
Common stock of subsidiary ............     9,398,292          --       1,793,850     7,604,442
Affiliated mutual funds ...............     2,633,939          --            --       2,633,939
                                         ------------  ------------  ------------  ------------
                                         $417,246,030  $ 10,624,807  $  2,513,093  $425,357,744
                                         ============  ============  ============  ============

     At December 31, 1996, the amortized cost and estimated market value of debt
securities, by contractual maturity, is shown below. Expected maturities will   
differ from contractual maturities because borrowers may have the right to call 
or prepay obligations.                                                          

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

                                                                     Estimated
                                                      Amortized       Market
                                                        Cost         Value
                                                      ------------  ------------
Due in one year or less ............................  $ 64,861,358  $ 65,045,326
Due after one year through five years ..............   286,602,923   287,118,976
Due after five years through ten years .............    74,354,923    74,503,267
Due after ten years ................................    25,247,736    25,461,329
                                                      ------------  ------------
                                                       451,066,940   452,128,898
Sinking fund bonds                                                              
   (including Collateralized Mortgage Obligations) .    39,379,008    39,142,266
                                                      ------------  ------------
                                                      $490,445,948  $491,271,164
                                                      ============  ============

 During 1996, proceeds from sales of investments in debt securities were
$224,681,546 and gross gains of $2,029,373 and losses of $798,350 were realized 
on these sales.                                                                 

Note 5 -- Reinsurance Ceded                                                     

The Company enters into coinsurance, modified coinsurance and yearly  
renewable term agreements with The Guardian and outside parties to provide for  
reinsurance of selected variable annuity contracts and group life and individual
life policies. Under the terms of the modified coinsurance agreements, reserves 
related to the reinsurance business and corresponding assets are held by the    
Company. Accordingly, policy reserves include $767,937,702 and $355,264,470 at  
December 31, 1996 and 1995, respectively, applicable to policies reinsured under
modified coinsurance agreements. The reinsurance contracts do not relieve the   
Company of its primary obligation for policyowner benefits. Failure of          
reinsurers to honor their obligations could result in losses to the Company.    

     The effect of these agreements on the components of the Company's gain from
operations in the accompanying statements of operations are as follows:         

                                                        [Enlarge/Download Table]

                                                     Year Ended December 31            
                                         --------------------------------------------- 
                                              1996            1995            1994     
                                              ----            ----            ----     
                                                                                       
Premiums and deposits .................. ($ 83,250,212)  ($ 41,212,253)  ($157,953,149)
Net investment income ..................       (61,779)           --              --   
Commission and expense allowances ......    14,508,839      10,057,974      19,542,388 
Reserve adjustments ....................    30,636,445     (32,192,749)     84,062,188 
Other income ...........................       (25,000)           --              --   
                                         -------------   -------------   ------------- 
  Revenues .............................   (38,191,707)    (63,347,028)    (54,348,573)

Policyholder benefits ..................   (26,873,945)    (57,577,405)    (60,707,011)
Increase in aggregate reserves .........    (5,658,260)    (11,909,990)    (16,349,743)
Reinsurance terminations ...............   (15,470,015)     11,002,701       3,517,681 
General expenses .......................       (81,667)        (48,640)           --   
                                         -------------   -------------   ------------- 
  Deductions ...........................   (48,083,887)    (58,533,334)    (73,539,073)
                                         -------------   -------------   ------------- 
Net income (loss) from reinsurance                                                     
  ceded ................................ $   9,892,180   ($  4,813,694)  $  19,190,500 
                                         =============   =============   ============= 

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

Note 6 -- Reinsurance Assumed                                                   

The Company has entered into various coinsurance agreements with      
non-affiliated and affiliated companies. The Company assumes certain life and   
disability income policies.                                                     

     The effect of these agreements on the components of the Company's gain from
operations in the accompanying statements of operations are as follows:         

                                  Year Ended December 31
                                    ------------------------------------------
                                    1996           1995           1994
                                    ----           ----           ----
Premiums and deposits .............  $ 41,133,358   $  7,153,623   $ 21,245,974 
Net investment income .............        94,657         62,847           --   
Other income ......................       375,404         32,528         13,163 
                                    ------------   ------------   ------------
 Revenues ........................    41,603,419      7,248,998     21,259,137

Policyholder benefits .............     8,076,053      5,086,702         13,163 
Increase in aggregate reserves ....    31,556,908       (357,463)    21,192,811 
Reinsurance expenses ..............      (452,476)     1,451,058      8,503,485 
Other expenses ....................       551,319         54,043           --   
                                    ------------   ------------   ------------
 Deductions ......................    39,731,804      6,234,340     29,709,459
                                    ------------   ------------   ------------
Net income (loss) from reinsurance                                              
  assumed .........................  $  1,871,615   $  1,014,658   ($ 8,450,322)
                                    ============   ============   ============

Note 7 -- Related Party Transactions                                            

 A major portion of the Company's business is produced by the registered
representatives of the Guardian Investor Services Corporation (GISC), a wholly  
owned subsidiary of the Company. During 1996, 1995 and 1994, premium and annuity
considerations produced by GISC amounted to $528,353,595, $400,148,692 and      
$482,872,000, respectively. The related commissions paid to GISC amounted to    
$1,851,468, $1,409,708 and $1,709,799 for 1996, 1995 and 1994, respectively.    

The Company is billed by The Guardian for all compensation and related
employee benefits for those employees of The Guardian who are engaged in the    
Company's business and for the Company's use of The Guardian's centralized      
services and agency force. The amounts charged for these services amounted to   
$41,129,644 in 1996, $24,989,111 in 1995 and $14,055,494 in 1994, and, in the   
opinion of management, were considered appropriate for the services rendered.   

   The Company has an investment in the Guardian Real Estate Account (GREA),
which was established in 1987 under Delaware Insurance law as an insurance      
company separate account. GIAC has contributed capital to GREA from time to time
to provide funds for acquisitions and to preserve liquidity. At December 31,    
1996 GIAC's investment amounts to $5,803,339 and maintains a 40% ownership of   
GREA.                                                                           

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

     A significant portion of the Company's separate account assets are invested
in affiliated mutual funds. These funds consist of The Guardian Park Avenue     
Fund, The Guardian Bond Fund, The Guardian Stock Fund, The Guardian Cash Fund,  
The Guardian Baillie Gifford International Fund, The Guardian Asset Allocation  
Fund, The Guardian Investment Quality Bond Fund and The Guardian Cash Management
Fund. Each of these funds has an investment advisory agreement with GISC, except
for The Guardian Baillie Gifford International Fund. The investments as of      
December 31, 1996 and 1995 are as follows:                                      

                                                    1996            1995
                                                    ----            ----
The Guardian Park Avenue Fund ..................  $  251,812,050  $  214,919,292
The Guardian Bond Fund .........................     354,316,320     374,461,581
The Guardian Stock Fund ........................   2,226,887,181   1,615,270,799
The Guardian Cash Fund .........................     378,321,710     356,820,089
The Guardian Baillie Gifford International                                      
Fund .........................................          19,720            --
The Guardian Asset Allocation Fund .............          46,623            --  
The Guardian Investment Quality Bond Fund ......           9,385            --  
The Guardian Cash Management Fund ..............       3,113,523            --  
                                                  --------------  --------------
                                                  $3,214,526,512  $2,561,471,761
                                                  ==============  ==============

  During November 1990, the Company entered into an agreement with Baillie
Gifford Overseas Ltd. to form a joint venture company - Guardian Baillie Gifford
Ltd. (GBG) - which is organized as a corporation in Scotland. GBG is registered 
in both the United Kingdom and the United States to act as an investment advisor
for the Baillie Gifford International Fund (BGIF), the Baillie Gifford Emerging 
Markets Fund (BGEMF) and the Guardian Baillie Gifford International Fund        
(GBGIF). The Funds are offered in the U.S. as investment options under certain  
variable annuity contracts and variable life policies. The amount of the        
Company's separate account assets invested in the Funds as of December 31, 1996 
and 1995 was $446,466,741 and $334,281,959, respectively.                       

  The Company maintains an investment in an affiliated money market mutual
fund, The Guardian Cash Management Fund. At December 31, 1996 and 1995 this     
amounted to $2,755,672 and $2,633,939, respectively.                            

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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
 NOTES TO FINANCIAL STATEMENTS
December 31, 1996 -- Continued

Note 8 -- Separate Accounts                                                     

     The following represents a reconciliation of net transfers from GIAC to the
separate accounts. Transfers are reported in the Summary of Operations of the   
Separate Account Statement:                                                     

                                                        [Enlarge/Download Table]

                                               1996            1995            1994     
                                               ----            ----            ----     
                                                                                        
Transfers to separate accounts .........  $ 767,741,428   $ 582,715,569   $ 688,657,147 
Transfers from separate accounts .......   (518,683,141)   (398,531,802)   (288,606,548)
                                          -------------   -------------   ------------- 
  Net transfers to separate accounts ...    249,058,287     184,183,767     400,050,599 
                                          -------------   -------------   ------------- 
Reconciling Adjustments:                                                                
Mortality & expense guarantees-- Annuity     54,119,656      41,474,872      31,629,838 
Mortality & expense guarantees-- VLI ...      1,687,711       1,571,955       1,341,318 
Administrative fees-- VA only ..........      2,967,120       3,513,459       2,752,950 
Cost of collection-- VLI ...............      4,844,028       4,232,564       3,828,702 
                                          -------------   -------------   ------------- 
  Total adjustments ....................     63,618,515      50,792,850      39,552,808 
                                          -------------   -------------   ------------- 
Transfers as reported in the Summary of                                                 
  Operations of GIAC ...................  $ 312,676,802   $ 234,976,617   $ 439,603,407 
                                          =============   =============   ============= 

Note 9 -- Annuity Actuarial Reserves and Deposit Liabilities                    

 The following describes withdrawal characteristics of annuity actuarial
reserves and deposit liabilities:                                               

                                                        [Enlarge/Download Table]

                                           Year Ending 1996       Year Ending 1995   
                                         --------------------   -------------------- 
                                            Amount       %         Amount        %   
                                         ------------  ------   ------------  ------ 
                                                                                     
Subject to discretionary withdrawal                                                  
   with market value adjustment ........ $ 44,480,214   10.22%  $ 39,471,103   10.27%
   total with adjustment or at                                                       
     market value ......................   44,480,214   10.22     39,471,103   10.27 
   at book value without adjustment                                                  
     (minimal or no charge or                                                        
     adjustment) .......................  302,433,090   69.45    260,636,570   67.81 
Not subject to discretionary withdrawal    88,546,538   20.33     84,263,477   21.92 
                                         ------------  ------   ------------  ------ 
Total (gross) ..........................  435,459,842  100.00    384,371,150  100.00 
Reinsurance ceded ......................        4,879    0.00           --      0.00 
                                         ------------  ------   ------------  ------ 
Total .................................. $435,454,963  100.00%  $384,371,150  100.00%
                                         ============  ======   ============  ====== 

   This does not include $5,098,658,097 and $4,046,768,087 of non-guaranteed
annuity reserves held in separate accounts, and $2,927,130 and $1,500,869 at    
December 31, 1996 and 1995, respectively, in annuity reserves being held as a   
loan collateral fund for loans on certain annuity contracts.                    

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 REPORT OF INDEPENDENT ACCOUNTANTS

February 11, 1997                                                               

To the Board of Directors of                                                    
The Guardian Insurance &  Annuity Company, Inc.                                 

     We have audited the accompanying balance sheets of The Guardian Insurance &
Annuity Company, Inc. as of December 31, 1996 and 1995, and the related         
statements of operations, of changes in common stock and surplus and of cash    
flows for the three years in the period ended December 31, 1996. These financial
statements are the responsibility of the Company's management. Our              
responsibility is to express an opinion on these financial statements based on  
our audits.                                                                     

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting 
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

As described in Note 2, these financial statements were prepared in   
conformity with accounting practices prescribed or permitted by insurance       
regulatory authorities (statutory basis of accounting), which is a comprehensive
basis of accounting other than generally accepted accounting principles.        
Accordingly, the financial statements are not intended to represent a           
presentation in accordance with generally accepted accounting principles. The   
effects on the financial statements of the variances between such practices and 
generally accepted accounting principles are material and are described in Note 
2.                                                                              

     In our report dated February 9, 1996, we expressed an opinion that the 1995
financial statements, prepared using accounting practices prescribed or         
permitted by insurance regulatory authorities, were presented fairly, in all    
material respects, in conformity with generally accepted accounting principles. 
As described in Note 2 to these financial statements, pursuant to pronouncements
of the Financial Accounting Standards Board, financial statements of mutual life
insurance companies and their wholly owned stock insurance company subsidiaries 
are no longer considered presentations in conformity with generally accepted    
accounting principles. Accordingly, our present opinion on the presentation of  
the 1995 financial statements, as presented herein, is different from that      
expressed in our previous report.                                               

In our opinion, the financial statements referred to above (1) do not 
present fairly in conformity with generally accepted accounting principles, the 
financial position of The Guardian Insurance & Annuity Company, Inc. at December
31, 1996 and 1995, or the results of its operations or its cash flows for the   
three years in the period ended December 31, 1996, because of the effects of the
variances between the statutory basis of accounting and generally accepted      
accounting principles, and (2) present fairly, in all material respects, its    
financial position and the results of its operations and its cash flows, on the 
basis of accounting described in Note 2.                                        

/s/ Price Waterhouse LLP                                                        

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 The Guardian Separate Account D
(Individual)

 PART C. OTHER INFORMATION

Item 24.  Financial Statements and Exhibits                                     

     (a)  The following financial statements have been incorporated by reference
or are included in Part B:                                  

        (1)  The Guardian Separate Account D (incorporated by reference into
Part B):                                          
         Statement of Assets and Liabilities as of December 31, 1996
              Combined Statement of Operations for the Year Ended December 31,
1996                                              
            Combined Statements of Changes in Net Assets for the Two Years
Ended December 31, 1996 and 1995                  
Notes to Financial Statements                     
     Report of Price Waterhouse LLP, Independent Accountants

         (2)  The Guardian Insurance & Annuity Company, Inc. (included in Part
B):                                               
             Statutory Basis Balance Sheets as of December 31, 1996 and 1995
          Statutory Basis Statements of Operations for the Three Years
Ended December 31, 1996, 1995 and 1994            
               Statutory Basis Statements of Changes in Common Stock and Surplus
        for the Three Years Ended December 31, 1996, 1995 and 1994
          Statutory Basis Statements of Cash Flows for the Three Years
Ended December 31, 1996, 1995 and 1994            

Notes to Statutory Basis Financial Statements     
     Report of Price Waterhouse LLP, Independent Accountants

(b)  Exhibits                                                         

Number   Description                              
------   -----------                              
            1        Resolutions of the Board of Directors of The Guardian
                       Insurance & Annuity Company, Inc. establishing Separate
Account D(1)                    
2        Not Applicable                           
3        Underwriting and Distribution Contracts: 
                  (a) Distribution and Service Agreement between The
                      Guardian Insurance & Annuity Company, Inc. and
                  Guardian Investor Services Corporation, as
amended(3)              
                 (b) Form of Broker-Dealer Supervisory and Service
Agreement(2)            
4        Specimen of Variable Annuity Contract(3) 
           5        Form of Application for Variable Annuity Contract(1)
       6        (a) Certificate of Incorporation of The Guardian
            Insurance & Annuity Company, Inc.(1)
                        (b) By-laws of The Guardian Insurance & Annuity Company,
Inc.(1)                 
            7        Automatic Indemnity Reinsurance Agreement between The
                  Guardian Insurance & Annuity Company, Inc. and The
              Guardian Life Insurance Company of America, as
amended(2)                      

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      8        Amended and Restated Agreement for Services and
                 Reimbursement Therefor, between The Guardian Life
                       Insurance Company of America and The Guardian Insurance
& Annuity Company, Inc.(7)      
9        Opinion and Consent of Counsel(5)        
10       Consent of Price Waterhouse LLP          
11       Not Applicable                           
12       Not Applicable                           
           13       (a) Powers of Attorney executed by a majority of the
                        Board of Directors and principal officers of The
                     Guardian Insurance & Annuity Company, Inc.(4)
                        (b) Power of Attorney executed by Frank J. Jones, Senior
                    Vice President, Chief Investment Officer and
                    Director of The Guardian Insurance & Annuity
Company, Inc.(6)        
           (c) Schedule for Computation of Performance
Quotations(5)           

----------                                                                      
1. Incorporated by reference to the Registration Statement on Form N-4 (Reg. No.
33-31755), as filed on October 24, 1989.                                  
2. Incorporated by reference to Pre-Effective Amendment No. 1 to the            
  Registration statement on Form N-4 (Reg. No. 33-31755), as filed on December
18, 1989.                                                                 
3. Incorporated by reference to Post-Effective Amendment No. 1 to the           
   Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April 24,
1990.                                                                     
4. Incorporated by reference to Post-Effective Amendment No. 2 to the           
   Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April 18,
1991.                                                                     
5. Incorporated by reference to Post-Effective Amendment No. 3 to the           
   Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April 30,
1992.                                                                     
6. Incorporated by reference to Post-Effective Amendment No. 4 to the           
   Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April 27,
1993.                                                                     
7. Incorporated by reference to Post-Effective Amendment No. 6 to the           
   Registration Statement on Form N-4 (Reg. No. 33-31755), as filed on April 28,
1995.                                                                     

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Item 25. Directors and Officers of the Depositor                                

The following is a list of each director and officer of The Guardian  
Insurance & Annuity Company, Inc. ("GIAC"), the depositor of the      
    Registrant. The principal business address of each director and officer is
201 Park Avenue South, New York, New York 10003.                      

Name                                                                            
Positions with GIAC                                                             
-------------------                                                             
Joseph D. Sargent         President & Chief Executive Officer                   
John M. Smith             Executive Vice President & Director                   
Edward K. Kane            Senior Vice President & Director                      
Frank J. Jones            Executive Vice President, Chief Investment Officer    
& Director              
Philip H. Dutter          Director                                              
Arthur V. Ferrara         Director                                              
Leo R. Futia              Director                                              
Peter L. Hutchings        Director                                              
William C. Warren         Director                                              
Charles E. Albers         Vice President, Equity Securities                     

John M. Fagan             Vice President                                        
Charles G. Fisher         Vice President & Actuary                              
William C. Frentz         Vice President, Real Estate                           
Thomas R. Hickey, Jr.     Vice President, Operations                            
Ryan W. Johnson           Vice President, Equity Sales                          
Gary B. Lenderink         Vice President, Group Pensions                        
Frank L. Pepe             Vice President & Controller                           
Richard T. Potter, Jr.    Vice President and Counsel                            
Donald P. Sullivan, Jr.   Vice President                                        
Joseph A. Caruso          Secretary                                             
Karen Dickinson           Assistant Secretary                                   
Earl Harry                Treasurer                                             

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Item 26. Persons Controlled by or under Common Control with Registrant          

The following list sets forth the persons directly controlled by The Guardian   
Life Insurance Company of America ("Guardian Life") as of April 1, 1997:        

                                                                [Download Table]

                                                                     Percentage of  
                                           State of Incorporation  Voting Securities
              Name of Entity                   or Organization           Owned      
               ------------                  ------------------      -------------  
                                                                                    
The Guardian Insurance &                          Delaware               100%       
 Annuity Company, Inc.                                                              
Guardian Asset Management                         Delaware               100%       
 Corporation                                                                        
First International Life Insurance                Delaware               100%       
 Company                                                                            
Guardian Reinsurance Services                    Connecticut             100%       
 Inc.                                                                               
Physicians Health Services, Inc.                  Delaware                14%       
Private Healthcare Systems, Inc.                  Delaware                14%       
Managed Dental Care, Inc.                        California              100%       
The Guardian Baillie Gifford                                                        
  International Fund                            Massachusetts             30%       

The Guardian Investment Quality Bond Fund       Massachusetts             51%       
Baillie Gifford International Fund                Maryland                16%       
Baillie Gifford Emerging Markets Fund             Maryland                23%       
The Guardian Tax-Exempt Fund                    Massachusetts             87%       
The Guardian Asset Allocation Fund              Massachusetts             14%       
The Guardian Park Avenue Small Cap Fund         Massachusetts             35%       


     The following list sets forth the persons directly controlled by affiliates
of Guardian Life, and thereby indirectly controlled by Guardian Life, as of     
September 30, 1997:                                                             

                                                           Approximate
                                                            Percentage of Voting
                                                            Securities Owned
                                  Place of Incorporation    by Guardian Life
         Name of Entity           or Organization           Affiliates
            ------------           -------------------      --------------
Guardian Investor Services                 New York                 100%        
Corporation                                                                   
Guardian Baillie Gifford Limited           Scotland                  51%        
The Guardian Cash Fund, Inc.               Maryland                 100%        
The Guardian Bond Fund, Inc.               Maryland                 100%        
The Guardian Stock Fund, Inc.              Maryland                 100%        
GIAC Funds, Inc.                           Maryland                 100%        

Item 27. Number of Contractowners                                               

Type of Contract                    Number as of September 30, 1997 
----------------                    ------------------------------- 
Individual (Non-Qualified)                     30,998               
Individual (Qualified)                         55,320               
Group (Qualified)                                 825               
                                ------
 Total                          87,143
                                ======

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Item 28. Indemnification                                                        

      The By-Laws of The Guardian Insurance & Annuity Company, Inc. provide that
the Company shall, to the fullest extent legally permissible under the General  
Corporation Law of the State of Delaware, indemnify and hold harmless officers  
and directors of the Corporation for certain liabilities reasonably incurred in 
connection with such person's capacity as an officer or director.               

The Certificate of Incorporation of the Corporation includes the following      
provision:                                                                      

No director of the Corporation shall be personally liable to the    
Corporation or its stockholders for monetary damages for breach of fiduciary    
duty as a director except for liability (i) for any breach of the director's    
duty of loyalty to the Corporation or its stockholders; (ii) for acts or        
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; (iii) under Section 164 of the Delaware General           
Corporation Law, or (iv) for any transaction for which the director derived an  
improper personal benefit.                                                      

     Insofar as indemnification for liability arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the  
registrant pursuant to the foregoing provisions, or otherwise, the registrant   
has been advised that in the opinion of the Securities and Exchange Commission  
such indemnification is against public policy as expressed in the Act and is,   
therefore, unenforceable. In the event that a claim for indemnification against 
such liabilities (other than the payment by the registrant of expenses incurred 
or paid by a director, officer or controlling person of the registrant in the   
successful defense of any action, suit or proceeding) is asserted by such       
director, officer or controlling person in connection with the securities being 
registered, the registrant will, unless in the opinion of its counsel, the      
matter has been settled by controlling precedent, submit to a court of          
appropriate jurisdiction the question whether such indemnification by it is     
against public policy as expressed in the Act and will be governed by the final 
adjudication of such issue.                                                     

Item 29. Principal Underwriters                                                 

              (a) Guardian Investor Services Corporation ("GISC") is the
principal underwriter of the Registrant's variable annuity contracts and it is  
also the principal underwriter of shares of The Guardian Bond Fund, Inc.; The   
Guardian Stock Fund, Inc.; The Guardian Cash Fund, Inc.; The Park Avenue        
Portfolio, a series trust consisting of the following eight series: The Guardian
Cash Management Fund, The Guardian Park Avenue Fund, The Guardian Investment    
Quality Bond Fund, The Guardian Tax-Exempt Fund, The Guardian Asset Allocation  
Fund, The Guardian Park Avenue Small Cap Fund, The Guardian Baillie Gifford     
International Fund and The Guardian Baillie Gifford Emerging Markets Fund and   
GIAC Funds, Inc. a series fund consisting of Baillie Gifford International Fund,
Baillie Gifford Emerging Markets Fund and The Guardian Small Cap Stock Fund. All
of the aforementioned funds and the series trust are registered with the SEC as 
open-end management investment companies under the Investment Company Act of    
1940, as amended ("1940 Act"). In addition, GISC is the distributor of variable 
annuity and variable life insurance contracts currently offered by GIAC through 
its separate accounts, The Guardian/Value Line Separate Account, The Guardian   
Separate Account A, The Guardian Separate Account B, The Guardian Separate      
Account C, The Guardian Separate Account D, The Guardian Separate Account E and 
The Guardian Separate Account K, which are all registered as unit investment    
trusts under the 1940 Act.                                                      

               (b) The following is a list of each director and officer of
GISC. The principal business address of each person is 201 Park Avenue South,   
New York, New York 10003.                                                       

         Name                            Position(s) with GISC
         ----                            ---------------------

        John M. Smith                   President & Director
Arthur V. Ferrara               Director    
Leo R. Futia                    Director    
Peter L. Hutchings              Director    
          Edward K. Kane                  Senior Vice President,
                                                  General Counsel & Director
Philip H. Dutter                Director    
Joseph D. Sargent               Director    
William C. Warren               Director    

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         Name                            Position(s) with GISC
         ----                            ---------------------
Frank J. Jones                  Director    
            Charles E. Albers               Executive Vice President
  Nikolaos D. Monoyios            Vice President
  John M. Fagan                   Vice President
             Ryan W. Johnson                 Vice President & National
                                      Sales Director
              Thomas R. Hickey, Jr.           Vice President, Operations
               Frank L. Pepe                   Vice President & Controller
              Richard T. Potter, Jr.          Vice President and Counsel
  Donald P. Sullivan, Jr.         Vice President
         Kevin S. Alter                  Second Vice President
         Alexander M. Grant, Jr.         Second Vice President
         Ann T. Kearney                  Second Vice President
            Peggy L. Coppola                Assistant Vice President
               Richard A. Cumiskey             Assistant Vice President, &
                                          Compliance Officer
Earl Harry                      Treasurer   
Joseph A. Caruso                Secretary   
       Karen Dickinson                 Assistant Secretary
        Paul Iannelli                   Assistant Controller
            Carol M. Cramer                 Director, Administrative
                               Support
             Scott E. Horowitz               Director, Systems Support
           Georgia Gaidula                 Director, Broker-Dealer
                                  Operations
                  Grace Nunez                     Director, Agency Sales Support
            Rose Belza                      Director, Fund & Broker-
                                         Dealer Accounting

Item 30. Location of Accounts and Records                                       

     Most of the Registrant's accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules promulgated thereunder
are maintained by GIAC, the depositor, at its Customer Service Office, 3900     
Burgess Place, Bethlehem, Pennsylvania 18017. Documents constituting the        
Registrant's corporate records are also maintained by GIAC but are located at   
its Executive Office, 201 Park Avenue South, New York, New York 10003.          

Item 31. Management Services                                                    

None.                                                                 

Item 32. Undertakings                                                           

(a) The Registrant hereby undertakes to include, as part of any application to  
purchase a contract offered by the prospectus, a space that an applicant can    
check to request a Statement of Additional Information.                         

(b) The Depositor, GIAC, hereby undertakes and represents that the fees and     
charges deducted under the contract, in the aggregate are reasonable in relation
to the services rendered, the expenses expected to be incurred, and the risks   
assumed by GIAC.                                                                

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SIGNATURES

     As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant, The Guardian Separate Account D certifies that it meets   
all of the requirements for effectiveness of this Post-Effective Amendment to   
the Registration Statement pursuant to Rule 485(a) under the Securities Act of  
1933 and has duly caused this Post-Effective Amendment to the Registration      
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of New York and the State of New York on the __th day of
October, 1997.                                                                  

                               The Guardian Separate Account D
                (Registrant)

                                    By: THE GUARDIAN INSURANCE & ANNUITY
                     COMPANY, INC.
                       (Depositor)

                             By: /s/ Thomas R. Hickey, Jr.
                                     -----------------------------
                             Thomas R. Hickey, Jr.
                                  Vice President, Operations

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    As required by the Securities Act of 1933, this Registration Statement has
been signed by the following directors and principal officers of The Guardian   
Insurance & Annuity Company, Inc. in the capacities and on the date indicated.  

s/JOSEPH D. SARGENT *                      President, Chief Executive       
------------------------------                 Officer and Director             
Joseph D. Sargent                                                       
(Principal Executive Officer)                                                   

s/FRANK J. JONES*                          Executive Vice President, Chief  
------------------------------                  Investment Officer and Director 
Frank J. Jones                                                          
(Principal Financial Officer)                                                   

s/CHARLES E. ALBERS*                       Vice President, Equity Securities
------------------------------                                                  
Charles E. Albers                                                       

s/FRANK L. PEPE*                           Vice President and Controller    
------------------------------                                                  
Frank L. Pepe                                                           
(Principal Accounting Officer)                                                  

s/JOHN M. SMITH*                           Executive Vice President         
------------------------------                 and Director                     
John M. Smith                                                           

s/ARTHUR D. FERRARA *                       Director                          
------------------------------                                                  
Arthur D. Ferrara                                                         

s/WILLIAM C. WARREN*                        Director                          
------------------------------                                                  
William C. Warren                                                         

s/EDWARD K. KANE*                           Senior Vice President,            
------------------------------                 General Counsel and Director     
Edward K. Kane                                                            

s/LEO R. FUTIA*                            Director                         
------------------------------                                                  
Leo R. Futia                                                            

s/PHILIP H. DUTTER*                        Director                         
------------------------------                                                  
Philip H. Dutter                                                        

------------------------------               Director                           
Peter L. Hutchings                                                      

*By s/THOMAS R. HICKEY, JR.*                 Date: October   , 1997             
--------------------------                                                
Thomas R. Hickey, Jr.                                                 
Vice President, Operations                                              
Pursuant to a Power of Attorney                                                 

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 Exhibit Index

Number      Description                                                         
------      -----------                                                         

10          Consent of Price Waterhouse LLP                                     

C-9 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘485APOS’ Filing		Date		First		Last			Other Filings
Corrected on:		10/22/97
Filed on:		10/6/97		1
		9/30/97		63
		5/1/97		1		38			485BPOS
		4/1/97		63
		2/26/97		1					24F-2NT
		2/11/97		59
		12/31/96		4		60			24F-2NT,  N-30D
		2/9/96		59
		12/31/95		43		60			24F-2NT,  N-30D
		12/15/95		49
		5/1/95		13
		4/28/95		61					485BPOS
		12/31/94		46		60			N-30B-2
		10/17/94		13
		12/31/93		46
		4/27/93		61
		12/31/92		13
		4/30/92		61
									List all Filings