Northbrook Life Insurance Company

Supplement to:          Morgan Stanley Variable Annuity II
                        Morgan Stanley Variable Annuity II AssetManager
                        Morgan Stanley Variable Annuity 3
                        Morgan Stanley Variable Annuity 3 AssetManager
                        Morgan Stanley Preferred Client Variable Annuity

                           Prospectuses Dated: May 1, 2002


This  supplement  announces  the  closure  of one of the  variable  sub-accounts
previously  available under the above  contracts and amends certain  disclosures
contained in the  above-referenced  prospectuses for each contract.  Please keep
this supplement for future reference together with your prospectus.

As  authorized  by its  shareholders,  on August 23,  2002,  the Capital  Growth
Portfolio  will  be  liquidated  and  the  proceeds,  net of  expenses,  will be
distributed  to  shareholders.  Thereafter,  we will no longer offer the Capital
Growth Sub-Account that invests in the Capital Growth Portfolio. Contract owners
who have  not  transferred  their  contract  values  out of the  Capital  Growth
Sub-Account by August 23, 2002 will have their contract  values  invested in the
Capital  Growth  Sub-Account  automatically  transferred  to  the  Money  Market
Sub-Account.

Therefore, please delete all references in the prospectus to the "Capital Growth
Variable  Sub-Account"  and the  "Capital  Growth  Portfolio,"  and  change  all
references  throughout  the  prospectus  to the  availability  of "36"  Variable
Sub-Accounts to "35" Variable Sub-Accounts.


August 23, 2002