THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
                               18 CHESTNUT STREET
                         WORCESTER, MASSACHUSETTS 01608
                            TELEPHONE: 508-799-4441
                          NOTICE OF ANNUAL MEETING OF
                        VARIABLE ANNUITY CONTRACT OWNERS
                                       OF
               THE PAUL REVERE VARIABLE ANNUITY INSURANCE COMPANY
                                 MARCH 28, 1996
               TO CONTRACT OWNERS AND HOLDERS OF VESTED INTERESTS
                           IN THE ACCUMULATION FUND:

The  Annual  Meeting of  variable  annuity contract  owners  of The  Paul Revere
Variable Annuity  Insurance Company  will be  held  at the  Home Office  of  the
Company,  18 Chestnut  Street, Worcester,  Massachusetts, at  4:00 p.m., Eastern
Standard Time, Thursday, March 28, 1996,  to receive from the Board of  Managers
of  the Accumulation  Fund and from  the Board  of Directors of  The Paul Revere
Variable Annuity Insurance Company reports and statements as to the transactions
during the previous year  and the financial condition  of each, and to  consider
and act upon the following:

1. To re-elect (2) members to the Board of Managers in accordance with the Rules
and Regulations;

2. To  ratify or  reject the  appointment of  Ernst &  Young LLP  as independent
   auditors for the Accum-ulation Fund for 1996; and

3. To  transact any  other business  which may  properly be  brought before  the
meeting.

The  number  of votes  which may  be cast  is  indicated on  each proxy  and was
determined on  the basis  of variable  accumulation and  annuity units  credited
under  a contract funded by the Accumulation Fund as of December 29, 1995, which
is also the record date for determining those having the right to notice of  and
to  vote at the  meeting. Individuals other  than the contract  owner who have a
vested interest under  a contract issued  to fund a  pension, profit-sharing  or
other  arrangement have the right to instruct the contract owner with respect to
the votes attributable to  such interest, or, if  they are annuitants  receiving
payments  or  are  participants  under a  group  tax  deferred  variable annuity
contract for employees of a public school system or of a charitable organization
described in Section 501(c)(3) of the Internal Revenue Code, to vote directly.

Contract owners, annuitants, and participants under group tax deferred contracts
are requested  to return  their proxies  promptly to  The Paul  Revere  Variable
Annuity  Insurance Company,  which proxies may  be withdrawn at  any time before
they are exercised by  returning a written revocation  or a duly executed  proxy
bearing  a later date.  A proxy may also  be withdrawn in  the event of personal
attendance at  the meeting.  Other holders  of vested  interests under  variable
annuity  contracts  are  requested  to forward  their  proxies  promptly  to the
contract owner. Such other holders may  also withdraw their proxies at any  time
before  they are  exercised by  returning a  written revocation  to the contract
owner.

March 7, 1996

                                   IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND  THE MEETING, IT IS VERY IMPORTANT THAT  YOU
COMPLETE  AND RETURN YOUR PROXY PROMPTLY TO ASSURE THE PRESENCE OF A QUORUM. YOU
MAY WITHDRAW YOUR PROXY IN THE EVENT OF YOUR PERSONAL ATTENDANCE AT THE MEETING.

                       This page intentionally left blank

          THE PAUL REVERE VARIABLE ANNUITY CONTRACT ACCUMULATION FUND
                               18 CHESTNUT STREET
                         WORCESTER, MASSACHUSETTS 01608
                            TELEPHONE: 508-799-4441
                                PROXY STATEMENT

This  proxy statement  is furnished in  connection with the  solicitation by the
management of The Paul Revere Variable Annuity Insurance Company ("PRV") and  of
The Paul Revere Variable Annuity Contract Accumulation Fund ("Accumulation Fund"
or "Fund") of proxies in the accompanying form for the purposes of the March 28,
1996  Annual  Meeting as  set  forth in  the Notice.  The  Annual Report  of the
Accumulation Fund for the year ended December 31, 1995 was previously forwarded.

A proxy may be revoked  at any time before it  is exercised by filing a  written
revocation  or a duly executed  proxy bearing a later  date with the person with
whom the proxy was filed. A proxy  shall be suspended if the person entitled  to
vote at the meeting is present and elects to vote in person.

It  is  the  intention of  the  persons  named in  the  proxy,  unless otherwise
specifically instructed in the proxy, to vote in favor of the matters  described
in the Notice and this Proxy Statement, and in their discretion on other matters
properly coming before the meeting.

The cost of soliciting proxies on the accompanying form, which is expected to be
nominal,  will be  borne by  PRV. In addition  to solicitation  by mail, certain
directors, officers and  regular employees  of PRV or  members of  the Board  of
Managers of the Accumulation Fund may solicit proxies in person or by telephone.
No  officer  or  manager  of  the  Accumulation  Fund  receives  compensation or
reimbursement from the Accumulation Fund for such solicitation.

On December 31,  1995, there  were 6,077,114 variable  accumulation and  annuity
units  outstanding (collectively,  variable accumulation and  annuity units will
hereinafter be referred to as "units"), each  of which is entitled to one  vote.
Fractional  units  will be  voted on  a  pro rata  basis. Only  variable annuity
contract owners, annuitants and participants  under group tax deferred  variable
annuity   contracts  (collectively,  such   variable  annuity  contract  owners,
annuitants, and  participants  will  hereinafter be  referred  to  as  "contract
owners") are entitled to vote at the meeting but others having a vested interest
under  a pension, profit-sharing or other plan  or arrangement have the right to
instruct the owner  of the contract  with respect to  the votes attributable  to
units  representing such  interests. Such instruction  may be  given by promptly
forwarding the  executed  proxy to  the  owner  of the  contract.  The  interest
represented  by the proxy will  be voted in accordance  with the instructions on
the proxy if the proxy is promptly executed and returned.

For purposes of the Meeting, a quorum is  the presence in person or by proxy  of
the  lesser of one hundred variable annuity  contract owners entitled to vote or
variable annuity contract owners  entitled to vote ten  percent of the units  of
the  Fund. A  quorum being  present, the  adoption or  rejection of  the matters
specified in the Notice will be decided with respect to each series of the  Fund
by  the vote  of a  majority of  the variable  accumulation units  voted of each
series.

                                                                               1

                           CONTRACT OWNERS PROPOSALS

Contract owners'  proposals  for action  at  the  next annual  meeting  must  be
received  by Management at its principal office not less than 90 days in advance
of the anniversary  of the date  on which  the proxy statement  was released  to
contract  owners in connection with the previous year's annual meeting. For next
year's meeting,  contract owners'  proposals are  due by  December 5,  1996.  No
contract owners' proposals were received for this year's meeting.

                             OWNERSHIP AND CONTROL

As  of  December  31,  1995,  the  members  of  the  Board  of  Managers  of the
Accumulation Fund and the directors and  principal officers of PRV, as a  group,
through   their  ownership  of  individual  variable  annuity  contracts,  owned
beneficially and of record 11,947 units, being .2% of the total. The home office
and the agency retirement plans of The Paul Revere Corporation (described in the
next section) were the only contract owners who, as of the above date,  directly
or indirectly owned, controlled or held with power to vote units representing 5%
or  more  of  the  total  vote. Their  combined  interests  were  represented by
4,092,754 units representing 67.3% of the total vote.

On January  10,  1996, The  Paul  Revere Corporation  redeemed  1,093,077  units
representing $7.5 million of its agency pension plan assets from Series Q of the
Fund.  It  intends  to  redeem approximately  1,959,000  units  representing $13
million of it's home office pension plan assets in April, 1996. The Paul  Revere
Corporation's decision to redeem these contracts results from a plan to transfer
its  pension  assets  to a  trust.  Once  these transactions  are  complete, the
retirement plans of The Paul Revere Corporation will control or hold with  power
to vote approximately 452,000 units or 14% of the total vote.

                    INFORMATION CONCERNING PRV AND THE FUND

PRV  serves as insurer  and principal underwriter, and  as investment advisor to
the Fund. PRV is  a stock life insurance  company organized under  Massachusetts
General  Laws and is a wholly-owned subsidiary of The Paul Revere Life Insurance
Company ("PRL"), a Massachusetts corporation.  Each has its principal office  at
18  Chestnut Street,  Worcester, Massachusetts.  The Paul  Revere Life Insurance
Company  is  wholly-owned  by  The  Paul  Revere  Corporation,  a  Massachusetts
corporation  with  its  principal  office  at  18  Chestnut  Street,  Worcester,
Massachusetts. The Paul Revere Corporation ("PRC") is an 83% owned subsidiary of
Textron Inc., a Delaware corporation with its principal office at 40 Westminster
Street, Providence,  Rhode  Island 02903.  PRC  is  17% publicly  held.  PRC  is
comprised  of The Paul  Revere Life Insurance Company,  The Paul Revere Variable
Annuity Insurance Company, The Paul Revere Protective Life Insurance Company and
other  non-insurance  affiliates.   Information  about   PRV's  activities   and
compensation  as issuer and principal underwriter,  and as investment adviser to
the Fund is set forth below.

The Accumulation Fund is an open-end, diversified investment company  registered
under  the  Investment Company  Act of  1940  ("1940 Act")  and is  the separate
account through  which PRV  sets  aside, separate  and  apart from  its  general
assets, assets attributable to its variable annuity contracts.

2

                  SALES AND ADMINISTRATIVE SERVICES AGREEMENT

PRV acts as principal underwriter and performs administrative functions pursuant
to   a  sales  and  administrative  services   agreement  between  PRV  and  the
Accumulation Fund originally entered into  on February 19, 1970 and  re-executed
on  February 16, 1989.  The agreement continues  in effect from  year to year if
approved annually  by vote  of a  majority of  the members  of the  Accumulation
Fund's  Board of Managers who are not deemed  to be interested persons of any of
the parties to the agreement, cast in person at a meeting called for the purpose
of voting on such approval, and by either a vote of the Board of Managers or the
vote of the  majority of  the outstanding units  of the  Accumulation Fund.  The
agreement was most recently approved by vote of the Board of Managers, including
a  majority of those members who are not  deemed to be interested persons of any
of the parties to the contract, at a regular meeting held on March 30, 1995.

Under the agreement between PRV and the Accumulation Fund, PRV acts as principal
underwriter and performs administrative  functions relative to variable  annuity
contracts,  receiving  as  compensation  the  sales  and  administration  charge
deducted from purchase payments as described in the Prospectus. The total  sales
and  administration charges received by PRV in 1995, 1994, and 1993 were $4,452,
$6,529 and $7,211, respectively.

In  1995,  1994,  and  1993,  PRV  received  $382,123,  $335,408  and  $331,458,
respectively,  from  the  Accumulation  Fund  as  its  charge  for  assuming the
mortality  and  expense  risks  under  its  variable  annuity  contracts,   this
representing  a charge on each  valuation date of an  amount which, on an annual
basis, equals 1% of the average daily  net asset value of the Accumulation  Fund
as  permitted  under the  Sales and  Administrative  Services Agreement.  At the
present time PRV believes  there are no statutory  or regulatory limitations  on
the  expenses that may be  deducted from the Accumulation  Fund, but PRV assures
that all expense deductions, other than  for taxes, will not exceed 2%  annually
based upon the average daily net asset value of the Accumulation Fund.

                         INVESTMENT ADVISORY AGREEMENT

PRV  currently serves as investment advisor to the Accumulation Fund pursuant to
an investment  advisory agreement,  which  was approved  by contract  owners  on
August  16, 1984. The  agreement continues in  effect from year  to year if such
continuation is specifically approved at least annually by the Board of Managers
at a meeting called for that purpose, or by a majority of the outstanding  units
of the Accumulation Fund. In either case, a majority of the Board of Managers of
the  Accumulation Fund who are not "interested  persons" (as defined in the 1940
Act) of  PRV  or  the  Accumulation Fund  must  approve  the  continuation.  The
investment  advisory contract was most recently approved by vote of the Board of
Managers, including  a  majority of  those  members who  are  not deemed  to  be
"interested persons" of any of the parties to the contract, at a meeting held on
March  30,  1995.  The agreement  is  subject  to termination  by  the  Board of
Managers, or by a vote of a majority of the outstanding units, without  penalty,
on 60 days' written notice, and will terminate in the event of assignment.

Under the agreement, PRV agrees to provide "investment advisory services" to the
Accumulation  Fund. In that  connection, it is  required specifically to provide
the Board of Managers continuously with  an investment program for its  approval
or rejection and, if rejected, to submit another program for consideration.

                                                                               3

Pursuant  to the  agreement, PRV  is responsible for  all duties  related to the
investment, reinvestment and safekeeping of the assets of the Accumulation  Fund
and  for  all  expenses  attributable  to  performing  its  investment  advisory
services,  including  costs  of  compensating  officers  and  employees  of  PRV
connected with providing investment advisory services to the Fund.

In  connection with PRV's obligations under the agreement, PRV bears the cost of
all services and expenses attributable to  the maintenance and operation of  the
Accumulation   Fund  (other  than  costs  relating  to  the  administration  and
distribution of the variable  annuity contracts, which are  provided for in  the
current  sales and  administration agreement  for the  Accumulation Fund). These
costs include,  among other  things: fees  paid to  MFS Asset  Management,  Inc.
("AMI"),  formerly Massachusetts Financial Services Company ("MFS"), pursuant to
the Investment Sub-Advisory Agreement  between PRV and  MFS as described  below;
fees  required by  federal and state  securities regulatory  authorities and the
National Association of Securities Dealers, Inc.; costs of maintaining the books
and records  of  the  Fund;  outside  legal,  accounting,  actuarial  and  other
professional  costs; costs of determining the net  asset value of each series of
the Accumulation Fund; and  other out-of-pocket expenses  relating to the  Fund,
including  salaries,  rent,  postage, telephone,  travel,  office  equipment and
stationery. All brokerage commissions and  other fees relating to purchases  and
sales of investments for the Accumulation Fund are paid out of the assets of the
Fund.

For its advisory services to the Fund under the agreement, PRV charges an amount
which  equals, on an annual basis, 0.50% of the average daily net asset value of
each series of the Fund. This charge is paid weekly by the Fund. At December 31,
1995, the net asset values for each  series of the Fund were $4,261,421  (Series
N)  and $38,775,033 (Series  Q). For the  fiscal years ended  December 31, 1995,
1994, and  1993, PRV  received fees  under the  agreement aggregating  $191,061,
$167,704 and $165,730, respectively.

              BROKERAGE ALLOCATION, EXPENSE AND PORTFOLIO TURNOVER

PRV  has no set formula for the distribution of brokerage business in connection
with the placing of orders  for the purchase and sale  of investments, as it  is
PRV's  policy to place orders  with the primary objective  of obtaining the most
favorable price and execution. Consideration may  be given in the allocation  of
business, however, to services provided by a broker, including the furnishing of
statistical  data and research, if the commissions charged are reasonable. Where
commissions paid reflect services furnished in addition to execution, PRV stands
ready to demonstrate  that such  services were bona  fide and  rendered for  the
benefit  of the Accumulation Fund. Purchases  and sales of securities not listed
or traded  on a  securities  exchange will  be  executed with  principal  market
makers,  except  where  better price  or  execution may  otherwise  be obtained.
Brokerage commissions paid in the years ended December 31, 1995, 1994, and  1993
amounted  to $62,318,  $49,933 and $64,779,  respectively. Brokerage commissions
were paid to 74 brokers in 1995. In the years ended December 31, 1995, 1994, and
1993, the rate of portfolio turnover was 65%, 64%, and 59%, respectively.

4

                     THE INVESTMENT SUB-ADVISORY AGREEMENT

Under the  Investment  Advisory Agreement  between  the  Fund and  PRV,  PRV  is
specifically  authorized to employ  one or more  sub-advisors in connection with
the services to  be performed  and obligations to  be assumed  by PRV.  Pursuant
thereto,  PRV  entered  into  an  Investment  Sub-Advisory  Agreement  with  MFS
("Sub-Agreement") which was approved by a majority of contract owners on  August
15,  1984. In 1995,  this relationship was  taken over by  MFS Asset Management,
Inc. ("AMI"), a wholly-owned subsidiary of MFS. The Sub-Agreement is subject  to
the  same terms  for approval, renewal  and termination as  the Agreement itself
(see page 3).

Under the Sub-Agreement, AMI, subject to the supervision of PRV and the Board of
Managers, is  responsible  for  all  aspects of  day-to-day  management  of  the
investments  of the Accumulation Fund. Among other things, it is required to (i)
perform research and  evaluate pertinent data;  (ii) provide the  Board with  an
investment  program  for  the  Fund  for  its  approval;  (iii)  make investment
decisions and carry them  out by placing orders  for the execution of  portfolio
transactions consistent with the investment policies of the Fund as set forth in
its  current prospectus; (iv) report to the Board of Managers at least quarterly
with respect to the implementation of the approved investment plan; (v) transmit
to PRV  information  necessary for  PRV  to perform  its  responsibilities  with
respect  to the Fund; (vi) create and  maintain brokerage records as required by
law; and (vii)  provide the office  space, material and  personnel necessary  to
fulfill  its obligations under the Sub-Agreement to pay all expenses incurred by
it in connection with  its activities. However, AMI  is not required to  perform
services  or bear expenses related to the  maintenance and operation of the Fund
(these expenses are properly assumed by PRV pursuant to the Agreement).

For the services AMI furnishes to PRV and the Accumulation Fund as  sub-advisor,
the  Sub-Agreement provides that PRV will pay AMI each month an amount which, on
an annual basis, will equal 0.35% of  the average daily net asset value of  each
series  of the Fund. In 1995, 1994, and 1993, respectively, PRV paid AMI a total
of $133,743, $117,393,  and $115,983  as provided for  under the  Sub-Agreement.
These  payments did not affect the amount of the advisory fees to be paid to PRV
by the Accumulation Fund under the Agreement.

               INFORMATION CONCERNING MFS ASSET MANAGEMENT, INC.

MFS Asset Management,  Inc. ("AMI"), formerly  Massachusetts Financial  Services
Company  ("MFS"), is  a Delaware corporation  with its principal  offices at 500
Boylston Street,  Boston, Massachusetts  02116. AMI,  together with  its  parent
corporation,  Massachusetts  Financial  Services  Company  and  its  predecessor
organizations, have a  history of money  management dating from  1924. AMI is  a
wholly-owned subsidiary of MFS.

Since  1982, MFS has been  a subsidiary of Sun  Life Assurance Company of Canada
(U.S.), One  Sun Life  Executive Park,  Wellesley Hills,  Massachusetts,  02181,
which  is, in turn, a  wholly-owned subsidiary of Sun  Life Assurance Company of
Canada, 150 King Street West, Toronto, Canada M5H 1J9.

As of December 31, 1995, MFS and its subsidiaries including AMI, had over  $42.3
billion  in assets  under management, which  included over $5  billion in assets
managed by AMI.

AMI serves  as  investment  advisor to  substantial  private  and  institutional
accounts.  MFS serves as investment advisor to certain mutual fund and insurance
company separate accounts. The mutual funds in separate accounts are  registered
as  investment companies under the  Investment Company Act of  1940. Each of the
separate accounts is established by Sun Life Assurance Company of Canada (U.S.).

                                                                               5

                             OFFICERS AND DIRECTORS
PRV

The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of PRV as of December 31, 1995.



NAME AND ADDRESS          AGE     PRINCIPAL OCCUPATION
                            
Donald E. Boggs           50      Director, Executive Vice President.
34 Hickory Circle
Holden, MA
John H. Budd              57      Director, Senior Vice President, General Counsel and
75 Highland Street                Secretary.
Holden, MA
Gerald M. Gates           45      Director, Senior Vice President.
5 Clearings Way
Princeton, MA
M. Katherine Hessel       44      Director, Vice President.
73 Brattle Street
Holden, MA
J. Andrew Hilbert         37      Director, Senior Vice President, Chief Financial Officer
5 Skylar Drive                    and Treasurer.
Southboro, MA
John D. Lemery            45      Director, Senior Vice President and Chief Investment
600 Main Street, Apt.             Officer.
2302
Worcester, MA
Barry E. Lundquist        44      Director, Senior Vice President.
18 Brooks Road
Paxton, MA
Gary W. MacConnell        61      Director, Vice President and Chief Information Officer.
23 Vicksburg Circle
Holden, MA
Richard L. Mucci          45      Director, Executive Vice President and Chief Operating
24 Willis Holden                  Officer.
Drive
Acton, MA
Bruce A. Richards         36      Senior Vice President and Chief Actuary.
12 Alana Drive
Sutton, MA
**Charles E. Soule        61      Director, President.
50 O'Neil Drive
Westboro, MA


**Also a member of the Board of Managers of the Accumulation Fund.

The aggregate remuneration paid in 1995 to the directors and principal  officers
of  PRV was $253,003. This amount includes all forms of compensation. No officer
or director of PRV individually received in 1995 direct or indirect remuneration
from PRV in excess of $61,278.

6

The following table shows the names, addresses, and principal occupations of all
directors and principal executive officers of AMI as of December 31, 1995.



NAME AND ADDRESS         PRINCIPAL OCCUPATIONS

                      
*A. Keith Brodkin        Chairman and Director of MFS and Chairman of AMI.

*Thomas J. Cashman, Jr.  President and Director of AMI.

*Arnold D. Scott         Senior Executive Vice President, Director
                         and Secretary of MFS and Director of AMI.

*Jeffery L. Shames       President and Director of MFS and Director of
                         AMI.

*Address is:
500 Boylston Street
Boston, Massachusetts


                  ITEM 1: MANAGEMENT AND ELECTION OF MANAGERS

Under Article III of the Rules and Regulations of the Accumulation Fund, members
of the Board of Managers are elected at the annual meeting to serve for the term
of three years, succeeding  those whose terms are  then expiring, provided  that
when  the terms of more than  two members of the Board  expire in the same year,
the term of members to be elected shall be adjusted in such a manner that  terms
of  at least one but not more than two  members shall expire in each of the next
three years.

The terms of Aubrey  K. Reid, Jr.  and William J. Short  are expiring. They  are
nominated  for re-election and have consented  to serve if elected. Five regular
meetings of the Board of Managers were held in 1995 and each member of the Board
attended at least 75  percent of the  meetings. The Board  of Managers does  not
have nominating, audit, or compensation committees.

Under  the terms  of the 1940  Act, the Accumulation  Fund must have  a Board of
Managers, not more than sixty-percent of the  members of which are deemed to  be
"interested    persons"   of   the   Accumulation   Fund   or   its   Investment
Advisor/Principal Underwriter as  defined in the  1940 Act. Two  members of  the
Board  of Managers whose terms continue -  namely Mrs. Sadowsky and Mr. Miller -
are not deemed to be "interested persons" as defined in the 1940 Act. Of the two
nominees for election, Mr. Short is not  deemed to be an "interested person"  as
defined  in the 1940 Act whereas Mr. Reid  is so deemed. Of the three members of
the Board  of Managers  whose  terms continue,  Mr. Soule  is  deemed to  be  an
"interested  person" by virtue of his status as active or retired officer and/or
director of the Investment Advisor.

                                                                               7

In the event that any nominee should become unavailable to serve for any reason,
the persons named in  the enclosed proxy will  consult with Management and  vote
for  such substitute  nominee or nominees  as Management may  recommend. At this
time Management  knows of  no reason  why any  nominee would  be unavailable  to
serve.

                            REMUNERATION OF MANAGERS

The total aggregate remuneration paid by the Accumulation Fund to all members of
the  Board of Managers for  the fiscal year ended  December 31, 1995 was $8,400.
This amount  represents consideration  paid for  attendance at  meetings of  the
Board  of Managers and reimbursement for expenses incurred. Those members of the
Board of Managers deemed to  be interested persons received direct  remuneration
or  an indirect benefit as active or retired officers of PRV and/or stockholders
of Textron Inc.  None of  the members  of the Board  of Managers,  or active  or
retired  officers  of the  Accumulation  Fund, who  are  also active  or retired
officers or employees of PRV or  its affiliates, received any remuneration  from
the Accumulation Fund.

Information  concerning the nominees for re-election,  as well as members of the
Board of Managers whose terms will continue, follows with the same abbreviations
of company  names  as  used  previously. Unless  the  contract  owner  withholds
authorization  on the proxy, it is intended that the interest represented by the
proxy will be voted in favor of the election of the nominees.



                                                                                     VARIABLE
 NAME AND CAPACITY IN   YEAR FIRST BECAME         PRINCIPAL OCCUPATION AND         ACCUMULATION
 ADDITION TO THAT OF     MEMBER AND YEAR            EMPLOYMENT FOR PAST           UNITS CREDITED
     BOARD MEMBER          TERM EXPIRES                  FIVE YEARS               DEC. 31, 1995

                                                                         
A. NOMINEES FOR ELECTION TO A THREE-YEAR TERM
*Aubrey K. Reid, Jr.       1974-1996        Retired; Director Emeritus and
                                            Former President of PRV and PRL.          11,130
William J. Short           1990-1996        President, Worcester Area
                                            Chamber of Commerce,
                                            Worcester, MA.                             370
B. BOARD MEMBERS WHOSE TERMS CONTINUE
Gordon T. Miller           1968-1998        Retired; Former Vice President and
VICE CHAIRMAN                               Director of Industrial Relations of
                                            Barry White Corporation,
                                            Newton Lower Falls, MA.                    None
Joan Sadowsky              1985-1997        Retired; Former Vice President of
                                            Human Resources,
                                            Atlas Distributing Corporation,
                                            Auburn, MA.                                None
*Charles E. Soule          1987-1997        Director and President of
CHAIRMAN                                    PRV and PRL, President and Chief
                                            Executive Officer, Paul Revere
                                            Corporation.                               None


*Messrs. Soule and Reid, as active or retired officers and directors of PRV, are
designated "interested" persons under the Investment Company Act of 1940.

8

           ITEM 2: RATIFICATION OR REJECTION OF INDEPENDENT AUDITORS

The Board of Managers, including a majority  of the Managers who are not  deemed
to be "interested persons", has, on November 16, 1995, reappointed Ernst & Young
LLP,  independent auditors, to  audit the accounts of  the Accumulation Fund for
the year 1995. Ernst &  Young LLP has audited  the accounts of the  Accumulation
Fund  each year since 1968. The  appointment of independent auditors is ratified
or rejected annually by the variable annuity contract owners.

Ernst & Young LLP  has advised the  Board of Managers  of the Accumulation  Fund
that neither its firm nor any of its members or associates has any direct or any
material  indirect financial  interest in  the Accumulation  Fund or  any of its
affiliates other than as independent auditors. The Board of Managers  recommends
approval  of  the  appointment  of  such firm  as  independent  auditors  of the
Accumulation Fund  for the  period stated.  In the  event the  variable  annuity
contract  owners do not ratify the appointment  by the Board of Managers of this
firm or if Ernst & Young LLP shall decline to act or otherwise become  incapable
of acting, or if its employment be otherwise discontinued, the Board of Managers
will  appoint other independent auditors. One or more representatives of Ernst &
Young LLP will be present  at the annual meeting with  an opportunity to make  a
statement  if  they desire  to do  so  or to  answer appropriate  questions from
contract owners.

                             ITEM 3: OTHER BUSINESS

Management is not aware  of any other  business to come  before the meeting.  In
case   of  any  such  business  properly  brought  before  the  meeting  or  any
adjournments thereof, it is the intention  of the persons named in the  enclosed
form  of proxy to vote such proxy in  accordance with their best judgment in the
interest of the Accumulation Fund.

March 7, 1996

                                                                               9

                                                          THE PAUL REVERE
                                                     VARIABLE ANNUITY CONTRACT
                                                         ACCUMULATION FUND

                                                                       NOTICE OF
                                                                  ANNUAL MEETING
                                                                             AND
                                                                 PROXY STATEMENT
                                                   LOGO

                                                         ANNUAL MEETING OF
                                                     VARIABLE ANNUITY CONTRACT
                                                              OWNERS
                                                                OF
                                                     THE PAUL REVERE VARIABLE
                                                              ANNUITY
                                                         INSURANCE COMPANY
                                                           March 7, 1996

                   Form 9948 Rev. 2/96
                   Printed in U.S.A.