TRANSAMERICA SEPARATE ACCOUNT VA-6
497, 1998-05-08
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                                     PROFILE
                                                      of the
                     TRANSAMERICA CLASSICsm VARIABLE ANNUITY
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
                                   May 1, 1998

         This Profile is a summary of some of the more important points that you
         should know and consider before  purchasing the contract.  The contract
         is more fully described in the full prospectus  that  accompanies  this
         Profile. Please read the prospectus carefully.

1. The  Contract.  The  Transamerica  Classicsm  Variable  Annuity is a contract
between you and Transamerica  Life Insurance and Annuity Company that allows you
to invest your  purchase  payments in your choice of 17 mutual funds  portfolios
("portfolios")  in the Variable  Account and two general  account  options.  The
portfolios are professionally managed and you can gain or lose money invested in
a portfolio,  but you could also earn more than investing in the general account
options.  Transamerica  guarantees  the safety of money  invested in the general
account  options.  Certain  portfolios  and general  account  options may not be
available in all states.

The  contract  is a deferred  annuity and it has two  phases:  the  accumulation
phase, and the annuitization  phase. During the accumulation phase, you can make
additional  payments  on your  contract,  transfer  money  among the  investment
options,  and withdraw some or all of your investment.  During this phase,  your
earnings accumulated on a tax-deferred basis for individuals, but some or all of
any money you  withdraw  may be  taxable.  Tax  deferral  is not  available  for
non-qualified contracts owned by corporations and some trusts.

         During the annuity phase,  Transamerica  will make periodic payments to
you.  The  dollar  amount of the  payments  may  depend  on the  amount of money
invested and earned during the accumulation phase and on other factors,  such as
the annuitants' age and sex.

2. Annuity Payments. You can generally decide when to end the accumulation phase
and begin receiving  annuity  payments from  Transamerica.  You may choose fixed
payments, where the dollar amount of each payment generally remains the same, or
variable  payments,  where the dollar  amount of each  payment  may  increase or
decreased based on the investment  performance of the portfolios you select. You
can choose among payments for the lifetime of an individual, or payments for the
longer of one lifetime or a guaranteed period of 10, 15 or 20 years, or payments
for one lifetime and the lifetime of another individual.

3. Purchasing a Contract.  Generally you must invest at least $5,000 ($2,000 for
IRAs) to  purchase a  contract.  You can make  additional  payments  of at least
$1,000 each ($100 each if made under an  automatic  payment plan  deducted  from
your bank  account).  You may cancel your  contract  during the free look period
(see item 10 below).

         The  Transamerica  Classic  Variable  Annuity is designed for long-term
tax-deferred   accumulation  of  assets,  generally  for  retirement  and  other
long-term goals.  Individuals in high tax brackets get the most benefit from the
tax  deferral  feature.  You should not invest in the  contract  for  short-term
purposes or if you cannot take the risk of losing some of your investment.


<PAGE>



4.        Investment Options.  VARIABLE ACCOUNT:  You can invest in any of the
following 17 portfolios:

Alger American Income & Growth              MFS VIT Research
Alliance VPF Growth & Income                  Morgan Stanley UF Fixed Income
Alliance VPF Premier Growth                 Morgan Stanley UF High Yield
Dreyfus VIF Capital Appreciation         Morgan Stanley UF International Magnum
Dreyfus VIF Small Cap                       OCC Accumulation Trust Managed
Janus Aspen Balanced                        OCC Accumulation Trust Small Cap
Janus Aspen Worldwide Growth                Transamerica VIF Growth Portfolio
MFS VIT Emerging Growth                     Transamerica VIF Money Market
MFS VIT Growth with Income

         You can earn or lose money in any of these portfolios. These portfolios
are described in their own prospectuses.  All portfolios may not be available in
all states.

         GENERAL ACCOUNT:  You can also allocate payments to the general account
options,  where  Transamerica  guarantees the principal  invested plus an annual
interest  rate of at least  3%.  The  general  account  options  include a fixed
account and guarantee period options.

5.  Expenses.  Transamerica  makes  certain  charges and  deductions in order to
provide the benefits and features available under the contract:

          If you withdraw  your money within seven years of investing  it, there
         may be a withdrawal charge of up to 6% of the amount invested.

          Transamerica  deducts an annual  account  fee of no more than $30 
(the fee is waived for  account  values
         over $50,000).

          Transamerica deducts insurance and administrative charges of 1.35% per
         year from your average daily value in the variable account.

          If you elect the  Living  Benefits  Rider (or  Waiver of CDSL  Rider),
         Transamerica  will  deduct a monthly  fee equal to 1/12 of 0.05% of the
         account value.

          The first 18 transfers each year are free (then  Transamerica  will 
deduct a $10 fee for each  additional
         transfer).

          Advisory fees are also deducted by the  portfolios'  manager,  and the
         portfolios  pay other  expenses  which,  in total,  range from 0.60% to
         1.15% of the amounts in the portfolios.

          There  might  be  premium  tax  charges  ranging  from 0 to 5% of your
         investment   and/or  amounts  you  use  to  purchase  annuity  benefits
         (depending on your state's law).

         The  following  chart shows these  charges (not  including the optional
Living Benefits Rider fee, any transfer fees or premium  taxes).  The $30 annual
account  fee is included  in the first  column as a charge of 0.075%.  The third
column is the sum of the first two columns. The examples in the last two columns
show the  total  amounts  you  would be  charged  if you  invested  $1,000,  the
investment grew 5% each year, and you withdrew your entire  investment after one
year or 10 years. Year one includes the withdrawal charge and year 10 does not.
<TABLE>
<CAPTION>


                                                     ---------------------------------------------------------------------
                                                                                                     Total       Total
                                                          Annual         Annual         Total      Expenses    Expenses
                                                        Insurance       Portfolio      Annual      at End of   at End of
Sub-Accounts                                             Charges         Charges       Charges      1 Year     10 Years
                                                     ---------------------------------------------------------------------
- -----------------------------------------------------
<S>                                                       <C>             <C>           <C>         <C>         <C>    
Alger American Income & Growth                            1.425%          0.74%         2.165       $72.96      $249.81
Alliance VPF Growth & Income                              1.425%          0.72%         2.145       $72.76      $247.75
Alliance VPF Premier Growth                               1.425%          0.95%         2.375       $75.06      $271.12
Dreyfus VIF Capital Appreciation Growth                   1.425%          0.80%         2.225       $73.56      $255.95
Dreyfus VIF Small Cap                                     1.425%          0.78%         2.205       $73.36      $253.90
Janus Aspen Balanced                                      1.425%          0.83%         2.255       $73.86      $259.00
Janus Aspen Worldwide Growth                              1.425%          0.74%         2.165       $72.96      $249.81
MFS Emerging Growth                                       1.425%          0.87%         2.295       $74.26      $263.06
MFS Growth & Income                                       1.425%          1.00%         2.425       $75.56      $276.13
MFS Research                                              1.425%         0.88 %         2.305       $74.36      $264.07
Morgan Stanley UF Fixed Income                            1.425%          0.70%         2.125       $72.56      $245.69
Morgan Stanley UF High Yield                              1.425%          0.80%         2.225       $73.56      $255.95
Morgan Stanley UF International Magnum                    1.425%          1.15%         2.575       $77.06      $290.98
OCC Accumulation Trust Managed                            1.425%          0.87%         2.295       $74.23      $259.34
OCC Accumulation Trust Small Cap                          1.425%          0.97%         2.395       $75.24      $270.64
Transamerica VIF Growth                                   1.425%          0.85%         2.275       $74.06      $261.03
Transamerica VIF Money Market                             1.425%          0.60%         2.025       $71.55      $235.33
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Annual Portfolio  Charges above are for the year ended December 31,
1997 (except for  Transamerica  VIF Money Market  Portfolios) and do not reflect
expense  reimbursements  or fee waivers.  The figures for Transamerica VIF Money
Market  Portfolios are estimates for the year 1998, its first year of operation.
Expenses  may be higher or lower in the future.  See the  "Variable  Account Fee
Table" in the Transamerica Classic Variable Annuity prospectus for more detailed
information.

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portions  (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary income. In some cases,  income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money,  an  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings. Certain owners of non-qualified contracts that are not individuals may
be currently  taxed on increase in the contract  value,  whether  distributed or
not.  Qualified  contracts are subject to special income tax rules  depending on
the plan or arrangement.

7. Access to Your Money. You can generally take money our at any time during the
accumulation phase. Transamerica may assess a withdrawal charge of up to 6% of a
purchase  payment,  but no withdrawal  charge will be assessed on money that has
been in the contract for seven years.  In certain cases, if you elect the Living
Benefits  Rider when you purchase the  contract,  the  withdrawal  change may be
waived if you are in a hospital  or nursing  home for a long  period or, in some
states,  if you are diagnosed with a terminal  illness,  or if you are receiving
medically  required in-home care. Subject to certain  conditions,  each contract
year you may withdraw up to 15% of purchase  payments  received  less than seven
years ago,  without  incurring a withdrawal  charge.  Withdrawals from qualified
contracts may be subject to severe  restrictions and, in certain  circumstances,
prohibited.

         You may have to pay income  taxes on amounts you withdraw and there may
also be a 10% tax  penalty if you make  withdrawals  before you are 59 1/2 years
old.

         If you  withdraw  money from a guarantee  period  prematurely,  you may
forfeit some of the interest  that you earned,  but you will always  receive the
principal you invested plus 3% interest.

8. Past  Investment  Performance.  The value of the money you  allocated  to the
portfolios  will go up or down,  depending on the investment  performance of the
portfolios you select.  The following  chart shows the adjusted past  investment
performance  on a  year-by-year  basis for each  portfolio.  These  figures have
already been reduced by the insurance charges, the account fee, the advisory fee
and all the  expenses  of the  portfolios.  These  figures  do not  include  the
withdrawal  charge, the fee for the optional Living Benefits Rider, any transfer
fees  or  premium  taxes,  which  would  reduce  performance  if  applied.  Past
performance is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>

CALENDAR YEAR

                                                   ------------------------------------------------------------------------
SUB-ACCOUNT                                              1997            1996           1995          1994        1993
                                                   ------------------------------------------------------------------------
- ---------------------------------------------------
<S>                                                     <C>             <C>            <C>            <C>         <C>  
Alger American Income & Growth                          36.16%          18.40%         35.18%        -8.55%       9.43%
Alliance VPF Growth & Income                            28.25%          21.65%         35.31%        -1.09%      10.24%
Alliance VPF Premier Growth                             33.43%          19.63%         43.41%        -3.41%      11.16%
Dreyfus VIF Capital Appreciation Growth                 26.84%          22.76%         31.76%        1.52%         N/A
Dreyfus VIF Small Cap                                   17.21%          15.11%         29.06%        7.78%       67.23%
Janus Aspen Balanced                                    21.21%          14.55%         22.93%        -0.66%        N/A
Janus Aspen Worldwide Growth                            21.63%          26.40%         25.28%        -0.22%        N/A
MFS Emerging Growth                                     21.48%          15.49%           N/A          N/A          N/A
MFS Growth & Income                                     29.06%          21.67%           N/A          N/A          N/A
MFS Research                                            19.76%          20.50%           N/A          N/A          N/A
Morgan Stanley UF Fixed Income                          8.40%             N/A            N/A          N/A          N/A
Morgan Stanley UF High Yield                            11.94%            N/A            N/A          N/A          N/A
Morgan Stanley UF International Magnum                  2.35%             N/A            N/A          N/A          N/A
OCC Accumulation Trust Managed                          21.18%          20.45%         43.39%        1.71%        9.29%
OCC Accumulation Trust Small Cap                        21.50%          16.88%         15.08%        -1.43%      18.20%
Transamerica VIF Growth                                 50.31%          26.60%         52.98%        7.68%       21.70%
Transamerica VIF Money Market                            N/A              N/A            N/A          N/A          N/A
- ---------------------------------------------------------------------------------------------------------------------------

                                                   ------------------------------------------------------------------------
SUB-ACCOUNT                                              1992            1991           1990          1989        1988
                                                   ------------------------------------------------------------------------
- ---------------------------------------------------
Alger American Income & Growth                          7.12%           22.70%         -1.39%        5.91%         N/A
Alliance VPF Growth & Income                            6.42%             N/A            N/A          N/A          N/A
Alliance VPF Premier Growth                              N/A              N/A            N/A          N/A          N/A
Dreyfus VIF Capital Appreciation Growth                  N/A              N/A            N/A          N/A          N/A
Dreyfus VIF Small Cap                                   70.60%          156.10%          N/A          N/A          N/A
Janus Aspen Balanced                                     N/A              N/A            N/A          N/A          N/A
Janus Aspen Worldwide Growth                             N/A              N/A            N/A          N/A          N/A
MFS Emerging Growth                                      N/A              N/A            N/A          N/A          N/A
MFS Growth & Income                                      N/A              N/A            N/A          N/A          N/A
MFS Research                                             N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF Fixed Income                           N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF High Yield                             N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF International Magnum                   N/A              N/A            N/A          N/A          N/A
OCC Accumulation Trust Managed                          17.38%          43.71%         -5.87%        31.08%        N/A
OCC Accumulation Trust Small Cap                        18.84%          46.61%         -11.17%       16.36%        N/A
Transamerica VIF Growth                                 13.55%          41.44%         -12.60%       32.90%      29.23%
Transamerica VIF Money Market                            N/A              N/A            N/A          N/A          N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


9. Death Benefit. If you die during the accumulation phase, a death benefit will
be paid to your beneficiary.

         If you die before you turn 85, the death  benefit  will be the greatest
of three things:  (1) the account  value;  (2) the sum of all purchase  payments
less withdrawals and applicable  premium taxes; or (3) the highest account value
on any  contract  anniversary  prior to the  earlier  of the  owner's  (or joint
owner's)  85th  birthday,  plus  purchase  payment  made  less  withdrawals  and
applicable premium tax charges since that contract anniversary.  If death occurs
after your or your joint  owner's 85th  birthday,  the death benefit is equal to
the account value.

10. Other  Information.  The Transamerica  Classic Variable Annuity offers other
features you might be interest in. Some of these features are as follows:

         Free Look.  After you get your  contract,  you have ten days to look it
over and  decide if it is really  right  for you (this  period  may be longer in
certain  states).  If you  decide  not to keep the  contract,  you can cancel it
during this period by delivering a written notice of cancellation  and returning
the  contract  to the  Service  Center at the  address  listed in item 11 below.
Unless otherwise required by law, Transamerica will refund the purchase payments
allocated to any general account option (less any withdrawals) plus the value in
the  Variable  Account as of the date the written  notice and the  contract  are
received by the Service Center.

         Telephone  Transfers.  You can  generally  arrange to  transfer 
money  between  the  investments  in your
contract by telephone.

         Dollar Cost Averaging.  You can instruct  Transamerica to automatically
transfer money from either the money market  sub-account or the fixed account to
any of the other variable  sub-accounts each month. This is intended to give you
a lower average cost per share or unit than a single one time investment.

         Automatic  Rebalancing  Option. The performance of each sub-account may
cause the allocation of value among the sub-accounts to change. You may instruct
Transamerica  to  periodically   automatically  rebalance  the  amounts  in  the
sub-accounts by reallocating amounts among them.

         Systematic Withdrawal Option. You can arrange to have Transamerica send
you money  automatically each month out of your contract during the accumulation
phase.  There are limits on the amounts,  and the payments may be taxable,  and,
prior to age 59 1/2,  subject  to the  penalty  tax.  If the  total  withdrawals
(including  systematic  withdrawals)  made in a contract year exceed the allowed
amount to be withdrawn without a charge for that year, any applicable withdrawal
charge will then apply.

         Automatic Payout Option. For qualified  contracts,  certain pension and
retirement  plans require that certain  amounts be distributed  from the plan at
certain  ages.  You can arrange to have such amounts  distributed  automatically
during the accumulation phase.

         These  features  may  not be  available  in all  state  and  may not be
suitable for your particular situation.

11. Inquiries.  If you need further  information or have any questions about the
contract, please write or call:

                       Transamerica Annuity Service Center
                        401 North Tryon Street, Suite 700
                         Charlotte, North Carolina 28202
                                  800-420-7749





<PAGE>


                                 PROSPECTUS FOR

                             TRANSAMERICA SERIES sm

                             TRANSAMERICA CLASSIC sm
                                VARIABLE ANNUITY

                          A Variable Annuity Issued by
                           Transamerica Life Insurance
                               and Annuity Company

                              And Prospectuses for:


Income and Growth Portfolio of        The Alger American Fund

Growth and Income Portfolio and
Premier Growth Portfolio of           Alliance Variable Products Series
                                      Fund, Inc.

Capital Appreciation Portfolio and
Small Cap Portfolio of                Dreyfus Variable Investment Fund

Balanced Portfolio and
Worldwide Growth Portfolio of         Janus Aspen Series

Emerging Growth Series
Growth with Income Series and
Research Series of                    MFS Variable Insurance Trust

Fixed Income Portfolio
High Yield Portfolio and
International Magnum Portfolio of           Morgan Stanley Universal Funds, Inc.

Managed Portfolio and
Small Cap Portfolio of                               OCC Accumulation Trust

Growth Portfolio and
Money Market Portfolio of                   Transamerica Variable Insurance
                                                     Fund, Inc.








                                   May 1, 1998

<PAGE>


                           TRANSAMERICA   SERIES  sm  TRANSAMERICA   CLASSIC  sm
                  VARIABLE ANNUITY A Flexible Premium Deferred Variable Annuity
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY 401 North Tryon
             Street, Charlotte, North Carolina 28202

         This prospectus  describes the Transamerica Classic Variable Annuity, a
variable annuity contract ("contract") issued by Transamerica Life Insurance and
Annuity Company  (referred to as  "Transamerica").  The contract allows you, the
owner,  to accumulate  assets on a  tax-deferred  basis for retirement and other
long-term financial purposes.
         You may direct your purchase payments, as well as any value accumulated
under the contract,  to one or more variable  sub-accounts  of Separate  Account
VA-6 or to the general account options,  or to both. The money you place in each
variable  sub-account  will be invested  solely in a  corresponding  mutual fund
investment portfolio ("portfolio").  The value of each variable sub-account will
vary in accordance  with the  investment  performance  of the portfolio in which
that variable  sub-account  invests. You bear the entire investment risk for all
assets you place in the  variable  sub-accounts.  This means that,  depending on
market  conditions,  the  amount  you invest in the  variable  sub-accounts  may
increase or decline.  Currently  you may choose among the  following 17 variable
sub-accounts:

Alger American Income & Growth              MFS VIT Research
Alliance VPF Growth & Income                Morgan Stanley UF Fixed Income
Alliance VPF Premier Growth                 Morgan Stanley UF High Yield
Dreyfus VIF Capital Appreciation          Morgan Stanley UF International Magnum
Dreyfus VIF Small Cap                       OCC Accumulation Trust Managed
Janus Aspen Balanced                        OCC Accumulation Trust Small Cap
Janus Aspen Worldwide Growth                Transamerica VIF Growth Portfolio
MFS VIT Emerging Growth                     Transamerica VIF Money Market
MFS VIT Growth with Income

         You may also place your purchase  payments or accumulated  value in the
general account options.  We are currently offering two general account options.
In one,  the fixed  account,  Transamerica  guarantees  the return of the amount
invested at a specified  rate of interest  for at least 12 months.  Transamerica
will  periodically  declare  the  rate of  interest  applicable  to each  amount
allocated to the fixed  account.  In the second  option,  the  guarantee  period
account, Transamerica guarantees the return of the amount invested at a declared
rate of interest for a specified  guarantee  period.  Currently,  the  guarantee
periods available are three, five and seven years; there may be a reduction made
to the amount of interest  credited on amounts  withdrawn or transferred  before
the end of these  periods.  For both  general  account  options,  3% will be the
minimum rate of interest credited.
         This prospectus  contains vital information that you should know before
investing.  You can obtain more  information  about the contract by requesting a
copy of the Statement of Additional  Information  ("SAI") dated May 1, 1998. The
SAI is available  free by writing to  Transamerica  Life  Insurance  and Annuity
Company,  Annuity Service Center, 401 North Tryon Street,  Suite 700, Charlotte,
North Carolina, 28202 or by calling 800-420-7749. The current SAI has been filed
with the Securities and Exchange  Commission  and is  incorporated  by reference
into this prospectus. The table of contents of the SAI is included at the end of
this  prospectus.  These securities have not been approved or disapproved by the
Securities  and  Exchange  Commission,  nor has the  Commission  passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

            For your own benefit  and  protection,  please read this  prospectus
carefully before you invest.  Keep it on hand for future reference.  The date of
this prospectus is May 1, 1998.


<PAGE>


         Under  the terms of the  contract,  we  promise  to pay you a series of
monthly  settlement  option payments.  Payments may be for a fixed or a variable
amount or a combination of both, for the life of the annuitant or for some other
period as you select prior to the annuity date.

         On or before the annuity  date,  you may  transfer  assets  between and
among the  variable  sub-accounts  and the general  account  options.  The fixed
account has  restrictions on certain  transfers while transfers from a guarantee
period account may be subject to an interest adjustment. After the annuity date,
transfers are  permitted  among the variable  sub-accounts  only if you elect to
receive variable settlement option payments.

         On or before  the  annuity  date,  you may elect to  withdraw  all or a
portion of your cash surrender value in exchange for a cash payment. Withdrawals
out of the guarantee  period  account may be subject to an interest  adjustment.
Withdrawals  may  be  subject  to a  contingent  deferred  sales  load,  certain
administrative fees, premium tax charges,  federal, state or local income taxes,
and/or a tax penalty.

                  This  prospectus  must be accompanied by current  prospectuses
for the portfolios.

THIS  PROSPECTUS MAY NOT BE OFFERED IN ANY  JURISDICTION  WHERE SUCH OFFERING IS
UNLAWFUL. ANY INFORMATION THAT A DEALER,  SALESPERSON, OR OTHER PERSON GIVES YOU
ABOUT THIS CONTRACT SHOULD BE CONTAINED IN THIS  PROSPECTUS.  IF YOU RECEIVE ANY
INFORMATION  ABOUT THE CONTRACT  THAT IS NOT CONTAINED IN THIS  PROSPECTUS,  YOU
SHOULD NOT RELY ON THAT INFORMATION.


                  Please note that your investment in the contract:
                  o         is not a bank deposit
                  o         is not federally insured
                  o         is not endorsed by any bank or government agency.

Investing in the contract involves certain investment risks,  including possible
loss of principal.

              This      prospectus generally describes only the variable account
                        portion of the contract, except when the general account
                        options are specifically mentioned.


<PAGE>


TABLE OF CONTENTS

                                            Page
DEFINITIONS................................................................5
SUMMARY....................................................................7

CONDENSED FINANCIAL INFORMATION...........................................18

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT...18
         Transamerica Life Insurance and Annuity Company..................18
         Published Ratings................................................18
         The Variable Account.............................................19

THE PORTFOLIOS............................................................19

THE CONTRACT..............................................................24
         Ownership........................................................25

PURCHASE PAYMENTS.........................................................25
         Purchase Payments................................................25
         Allocation of Purchase Payments..................................26
         Investment Option Limit..........................................26

ACCOUNT VALUE.............................................................27

TRANSFERS.................................................................27
         Before the Annuity Date..........................................27
         Other Restrictions...............................................28
         Telephone Transfers..............................................28
         Dollar Cost Averaging......................................28
         Automatic Asset Rebalancing................................29
         After the Annuity Date.....................................30

CASH WITHDRAWALS....................................................30
         Systematic Withdrawal Option...............................31
         Automatic Payment Option (APO).............................31

DEATH BENEFIT.......................................................32
         Payment of Death Benefit...................................32
         Designation of Beneficiaries...............................33
         Death of Owner Before Annuity Date.........................33
         If Annuitant Dies Before Annuity Date......................34
         Death After Annuity Date...................................34
         Survival Provision.........................................35

CHARGES, FEES AND DEDUCTIONS........................................35
         Contingent Deferred Sales Load.............................35
         Free Withdrawals - Allowed Amount..........................35
         Free Withdrawals - Living Benefits Rider...................36
         Other Free Withdrawals.....................................36
         Administrative Charges.....................................36
         Mortality and Expense Risk Charge..........................37
         Living Benefits Rider Fee..................................38
         Premium Tax Charges........................................38
         Transfer Fee...............................................38
         Option and Service Fees....................................38
         Taxes......................................................38
         Portfolio Expenses.........................................38
         Interest Adjustment........................................38
         Sales In Special Situations................................39

SETTLEMENT OPTION PAYMENTS..........................................39
         Annuity Date...............................................39
         Settlement Option Payments.................................39
         Election of Settlement Option Forms and Payment Options....40
         Payment Options............................................40
         Fixed Payment Option.......................................40
         Variable Payment Option....................................40
         Settlement Option Forms....................................41

FEDERAL TAX MATTERS.................................................42
         Introduction...............................................42
         Purchase Payments..........................................43
         Taxation of Annuities......................................43
         Qualified Contracts........................................45
         Taxation of Transamerica ..................................47
         Tax Status of Contract.....................................48
         Possible Changes in Taxation...............................49
         Other Tax Consequences.....................................49

PERFORMANCE DATA ...................................................49

DISTRIBUTION OF THE CONTRACT........................................51

PREPARING FOR YEAR 2000.............................................51

LEGAL PROCEEDINGS...................................................51

LEGAL MATTERS.......................................................51

ACCOUNTANTS.........................................................52

VOTING RIGHTS.......................................................52

AVAILABLE INFORMATION...............................................53

STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS.............53

APPENDIX A - THE GENERAL ACCOUNT OPTIONS............................54
         Fixed Account .............................................54
         Guarantee Period Account ..................................55
APPENDIX B..........................................................58
         Example of Variable Accumulation Unit Value Calculations...58
         Example of Variable Annuity Unit Value Calculations........58
         Example of Variable Annuity Payment Calculations...........58
APPENDIX C
         Disclosure Statement for Individual Retirement
              Annuities ............................................59

                  The contract is not available in all states.
DEFINITIONS

Account Value:  The sum of the variable accumulated value and the general
account options accumulated value.

Annuity Date:  The date on which the annuitization phase of the contract begins.

Cash  Surrender  Value:  The  amount we will pay to the  owner if the  contract
  is  surrendered  on or before  the
annuity  date.  The cash  surrender  value is  equal  to:  the  account  value; 
 less  any  account  fee,  interest
adjustment, contingent deferred sales load, and premium tax charges.

Code:  The Internal Revenue Code of 1986, as amended, and the rules and
regulations issued under it.

Contract Anniversary:  The anniversary of the contract effective date each year.

Contract Effective Date:  The effective date of the contract as shown on the 
contract.

Contract  Year: A 12-month  period  starting on the contract  effective date and
ending with the day before the contract  anniversary,  and each 12-month  period
thereafter.

Fixed  Account:  An  account  which  credits a rate of  interest  for a period 
of at least  twelve  months for each
allocation or transfer.

General Account Options Accumulated Value: The total dollar value of all amounts
the owner allocates or transfers to any general account  options;  plus interest
credited; less any amounts withdrawn, applicable fees or premium tax charges, or
transfers out to the variable account prior to the annuity date.

General  Account  Options:  The fixed account and the  guarantee  period
 account  offered by us to which the owner
may allocate purchase payments and transfers.

Guaranteed  Interest Rate: The annual  effective rate of interest after daily
 compounding  credited to a guarantee
period.

Guarantee Period:  The number of years that a guaranteed rate of interest will
be credited to a guarantee period.

Guarantee Period Account: An account which credits a guaranteed rate of interest
for a specified guarantee period.  There may be several guarantee periods,  each
with a different guaranteed rate of interest, offered under the guarantee period
account.

Living Benefits Rider: Also called a "Waiver of CDSL" rider in some contracts,
 it provides  benefits  described on
page 36.

Portfolio:  The investment  portfolio  underlying each variable sub-account in
 which we will invest any amounts the
owner allocates to that variable sub-account.

Service Center:  Transamerica's  Annuity Service Center, at P.O. Box 31848,
 Charlotte,  North Carolina 28231-1848,
telephone 800-258-4260.

Status  (Qualified and  Non-Qualified):  The contract has a qualified  status
if it is issued in connection  with a
tax-favored retirement plan or program.  Otherwise, the status is non-qualified.

Valuation  Day: Any day the New York  Stock  Exchange is open.  To determine
 the value of an asset on a day that is
not a valuation day, we will use the value of that asset as of the end of the
next valuation day.

Valuation  Period:  The time interval between the closing  (generally 4:00 p.m.
 Eastern Time) of the New York Stock
Exchange on consecutive valuation days.

Variable  Account:  Separate  Account VA-6, a separate  account  established and
maintained  by  Transamerica  for the  investment  of a  portion  of its  assets
pursuant to Section 58-7-95 of the North Carolina Insurance Code.

Variable  Accumulation  Unit: A unit of measure  used to determine  the variable
accumulated value before the annuity date. The value of a variable  accumulation
unit varies with each variable sub-account.

Variable  Accumulated  Value: The total dollar value of all variable
  accumulation  units under this contract prior
to the annuity date.

Variable  Sub-Account(s):  One or more  divisions of the variable  account
which invests solely in shares of one of
the underlying portfolios.

We:  The company, Transamerica.

You:  The owner.

<PAGE>


SUMMARY

The Contract

         The  Transamerica  Classic sm Variable  Annuity is a flexible  purchase
payment  deferred  annuity  that is  designed  to aid your  long-term  financial
planning and  retirement  needs.  The contract may be used in connection  with a
retirement plan which qualifies as a retirement  program under Sections  403(b),
408 or 408A of the Code,  with  various  types of  qualified  pension and profit
sharing plans under Section 401 of the Code, or with  non-qualified  plans. Some
qualified contracts may not be available in all states or in all situations. The
contract  is  issued  by   Transamerica   Life  Insurance  and  Annuity  Company
("Transamerica"),   an  indirect   wholly-owned   subsidiary   of   Transamerica
Corporation. Its principal office is at 401 North Tryon Street, Charlotte, North
Carolina 28202.

         This  contract  will be issued as a  certificate  under a group annuity
contract in some states and as an individual  annuity  contract in other states.
The term "contract" as used in this  prospectus  refers to either the individual
annuity contract or to a certificate issued under a group annuity contract.  The
term "owner" refers to the owner(s) of the  individual  contract or the owner(s)
of the certificate, as appropriate.

         Transamerica  will establish and maintain an account for each contract.
Each owner will receive either an individual  annuity  contract or a certificate
evidencing  the owner's  coverage under a group annuity  contract.  The contract
provides that the account value, after certain adjustments, will be applied to a
settlement option on a future date you select ("annuity date").

         You may  allocate all or portions of your  purchase  payments to one or
more variable sub-accounts or to the general account options.

         The account value prior to the annuity date,  except for amounts in the
general  account  options,  will vary depending on the investment  experience of
each of the variable sub-accounts selected by the owner. All benefits and values
provided  under the  contract,  when based on the  investment  experience of the
variable  account,  are variable  and are not  guaranteed  as to dollar  amount.
Therefore,  prior to the annuity date the owner bears the entire investment risk
under the contract for amounts allocated to the variable account.

         There is no  guaranteed  or  minimum  cash  surrender  value on amounts
allocated to the variable account,  so the proceeds of a surrender could be less
than the amount invested.

         The initial  purchase payment for each contract must be at least $5,000
($2,000  for  contributory  IRAs,  SEP/IRAs  and  Roth  IRAs).   Generally  each
additional  purchase  payment  must be at  least  $1,000,  unless  an  automatic
purchase payment plan is selected. See "Purchase Payments" page 25.

The Variable Account

         The variable account is a separate account (designated Separate Account
VA-6) that is subdivided into variable sub-accounts.  See "The Variable Account"
page 19. Assets of each variable  sub-account are invested in a specified mutual
fund portfolio ("portfolio").  The variable sub-accounts currently available for
investment are:

Alger American Income & Growth   MFS VIT Research
Alliance VPF Growth & Income              Morgan Stanley UF Fixed Income
Alliance VPF Premier Growth               Morgan Stanley UF High Yield
Dreyfus VIF Capital Appreciation Morgan Stanley UF International Magnum
Dreyfus VIF Small Cap                     OCC Accumulation Trust Managed
Janus Aspen Balanced                      OCC Accumulation Trust Small Cap
Janus Aspen Worldwide Growth     Transamerica VIF Growth Portfolio
MFS VIT Emerging Growth          Transamerica VIF Money Market
MFS VIT Growth with Income

         The portfolios pay their investment advisers and administrators certain
fees charged  against the assets of each  portfolio.  The  variable  accumulated
value,  if any, of a contract and the amount of any variable  settlement  option
payments  will  vary to  reflect  the  investment  performance  of the  variable
sub-accounts  to which  amounts have been  allocated.  Additionally,  applicable
charges are  deducted.  See  "Charges,  Fees and  Deductions"  page 35. For more
information  about  the  portfolios,  see  "The  Portfolios"  page  19  and  the
accompanying portfolios' prospectuses.

General Account Options

         There are two types of general  account options - the fixed account and
the guarantee period account. See "The General Account Options" in Appendix A.

         The amounts in the fixed account will be credited interest at a rate of
not less than 3% annually.  Transamerica may credit interest at a rate in excess
of 3% at its discretion for any class.  Each interest rate will be guaranteed to
be credited for at least 12 months.

         The  other  general  account  option,  the  guarantee  period  account,
provides  specified rates of interest for specified terms of, currently,  three,
five and seven years,  subject to interest  adjustments on early  withdrawals or
transfers  which,  if applicable,  could reduce the interest  credited to the 3%
minimum rate.

Investment Option Limit
         Currently,  the owner may not elect more than a total of 18  investment
options  over the life of the  contract.  Investment  options  include  variable
sub-accounts and general account options. See "Investment Option Limits" page 26
 .

Transfers Before the Annuity Date

         Prior to the annuity date, you may transfer values between the variable
sub-accounts  and the general account  options.  For transfers after the annuity
date, see "After the Annuity Date" page 30.

         Transfers out of the fixed account are  restricted to four per contract
year and to a limited  percentage  of the fixed  account  value.  More  frequent
transfers may be allowed under certain services and options, for example, dollar
cost averaging. Transfers out of a guarantee period prior to the end of the term
may be subject to an interest  adjustment which may reduce interest  credited to
the 3% minimum rate. See "General Account Options" in Appendix A.

         Transamerica  currently imposes a transfer fee of $10 for each transfer
in excess of 18 made during the same contract year.  See  "Transfers" on page 27
for additional limitations and information regarding transfers.

Withdrawals

         You may withdraw all or part of the cash  surrender  value on or before
the annuity date. The cash surrender value of your contract is the account value
less any account fee, interest  adjustment,  contingent  deferred sales load and
premium  tax  charges.  The  account  fee  generally  will be deducted on a full
surrender  of a  contract  if the  account  value  is then  less  than  $50,000.
Transamerica  may delay  payment  of any  withdrawal  from the  general  account
options for up to six months. See "Cash Withdrawals" page 30.
         Withdrawals  may be  taxable,  subject to  withholding  and  subject
 to a penalty  tax.  Withdrawals  from
qualified  contracts  may be  subject  to severe  restrictions  and,  in 
certain  circumstances,  prohibited.  See
"Federal Tax Matters" page 42.

Contingent Deferred Sales Load

          Transamerica does not deduct a sales charge when purchase payments are
made (although premium tax charges may be deducted). However, if any part of the
account  value is  withdrawn,  a contingent  deferred  sales load of up to 6% of
purchase  payments  may be deducted.  After a purchase  payment has been held by
Transamerica  for seven  years,  it may be  withdrawn  without  charge.  In most
states,  the owner may elect,  for an extra charge,  an optional Living Benefits
Rider that provides that the  contingent  deferred  sales load will be waived in
certain circumstances.  No contingent deferred sales load is assessed on payment
of  the  death  benefit,  on  transfers  within  the  contract,  or  on  certain
annuitizations. See "Contingent Deferred Sales Load" page 35, "Withdrawals" page
43 and "Living Benefits Rider" page 36.

         Also, beginning 30 days from the contract effective date (or the end of
the free look  period if later),  any  portion of the  "allowed  amount"  may be
withdrawn each contract year without imposition of any contingent deferred sales
load.  The  allowed  amount for each  contract  year is equal to 15% of purchase
payments,  that were  received  during  the last  seven  years,  as of the prior
contract anniversary, less any withdrawals already taken that contract year. All
purchase  payments not  previously  withdrawn that have been held at least seven
years are not  subject to a  contingent  deferred  sales load.  For  purposes of
calculating the contingent  deferred sales load,  withdrawals will be considered
to be taken first from purchase  payments,  on a first  in/first out basis,  and
then from earnings.

Other Charges and Deductions

         Transamerica  deducts a  mortality  and  expense  risk  charge of 1.20%
(annually) of the assets in the variable account and an  administrative  expense
charge of 0.15% (annually) of these assets.  The  administrative  expense charge
may change,  but it is guaranteed not to exceed a maximum  effective annual rate
of 0.35%.  See "Mortality  and Expense Risk Charge" page 37 and  "Administrative
Charges" page 36.

         An account fee of currently $30 (or 2% of the account  value,  if less)
is deducted at the end of each  contract year and upon  surrender.  This fee may
change but it is guaranteed  not to exceed $60 (or 2% of the account  value,  if
less) per contract  year.  If the account value is more than $50,000 on the last
business day of a contract year (or as of the date the contract is surrendered),
the account fee will be waived for that year.

         After the annuity date,  the annual annuity fee of $30 will be deducted
in equal  installments  from each periodic  payment  under the variable  payment
option.

         For each  transfer in excess of 18 during a contract  year, 
 a transfer  fee of $10 will be  imposed.  See
"Transfer Fee" page 38.

         Charges for premium taxes (including retaliatory premium taxes) are not
currently deducted, except for annuitizations, but such charges could be imposed
in some jurisdictions. Depending on the applicability of such taxes, the charges
could be deducted from purchase payments,  from amounts  withdrawn,  and/or upon
annuitization. See "Premium Tax Charges" page 38.

         In addition, amounts withdrawn or transferred out of a guarantee period
prior to the end of its term  may be  subject  to an  interest  adjustment.  See
"Guaranteed Period Account" in Appendix A.

         If the owner  elects the Living  Benefits  Rider a fee of 0.05% 
 (annually)  of the account  value will be
deducted at the end of each  contract  month at the rate of 1/12 times 0.05% 
 times the account  value.  The Living
Benefit Rider is not available in all states.

         Currently, no fees are deducted for any other services or options under
the  contract.  However,  Transamerica  does reserve the right to impose fees to
cover  processing  for certain  services  and  options in the future,  including
dollar  cost  averaging,   systematic  withdrawals,   automatic  payouts,  asset
allocation and asset rebalancing.

Variable Account Fee Table

         The  purpose of this table is to assist in  understanding  the  various
costs and expenses that the owner will bear directly and  indirectly.  The table
reflects  expenses  of the  variable  account  as  well  as of the  mutual  fund
portfolios.  The table assumes that the entire  account value is in the variable
account.  The information below should be considered together with the narrative
provided  under the heading  "Charges,  Fees and  Deductions" on page 35 of this
prospectus,  and with the  prospectuses  for the portfolios.  In addition to the
expenses listed below, premium tax charges may be applicable.

                                  Sales Load(1)


Sales Load Imposed on Purchase Payments                          0

Maximum Contingent Deferred Sales Load(2)                        6%
                Range of Contingent Deferred Sales Load Over Time
              Years Since                   Contingent Deferred Sales Load
       Purchase Payment  Receipt         (as a percentage of purchase payment)
Less than 1 year                                         6%
1 year but less than 2 years                             6%
2 years but less than 3 years                            5%
3 years but less than  4 years                           5%
4 years but less than  5 years                           4%
5 years but less than 6 years                            4%
6 years but less 7 years                                 2%
7 or more years                                          0%


           Other Contract Expenses

  Transfer Fee (first 18 per contract year)(3)            0
  Fees For Other Services and Options(4)                  0
  Account Fee(5)                                          $30
  Living Benefits Rider Fee (if elected)(6)               0.05%



                       Variable Account Annual Expenses(7)
               (as a percentage of the variable accumulated value)
                     Mortality and Expense Risk Charge 1.20%
                     Administrative Expense Charge(8) 0.15%
                  Total Variable Account Annual Expenses 1.35%




                               Portfolio Expenses

  (as a percentage of assets after fee waiver and/or expense reimbursement)(9)
<TABLE>
<CAPTION>

                                                                                                       Total
                                                                                                     Portfolio
                                                             Management              Other             Annual
                      Portfolio                                 Fees               Expenses           Expenses
<S>                                                            <C>                   <C>                <C> 
Alger American Income & Growth                                 0.625                 0.115              0.74
Alliance VPF Growth & Income                                    0.63                 0.09               0.72
Alliance VPF Premier Growth                                     0.85                 0.10               0.95
Dreyfus VIF Capital Appreciation                                0.75                 0.05               0.80
Dreyfus VIF Small Cap                                           0.75                 0.03               0.78
Janus Aspen Balanced                                            0.76                 0.07               0.83
Janus Aspen Worldwide Growth                                    0.66                 0.08               0.74
MFS VIT Emerging Growth                                         0.75                 0.12               0.87
MFS VIT Growth with Income                                      0.75                 0.25               1.00
MFS VIT Research                                                0.75                 0.13               0.88
Morgan Stanley UF Fixed Income                                  0.00                 0.70               0.70
Morgan Stanley UF High Yield                                    0.00                 0.80               0.80
Morgan Stanley UF International Magnum                          0.00                 1.15               1.15
OCC Accumulation Trust Managed                                  0.80                 0.07               0.87
OCC Accumulation Trust Small Cap                                0.80                 0.17               0.97
Transamerica VIF Growth                                         0.62                 0.23               0.85
Transamerica VIF Money Market                                   0.35                 0.25               0.60
</TABLE>

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.  In  preparing  the  tables  above and below and the  examples  that
follow,  Transamerica  has relied on the  figures  provided  by the  portfolios.
Transamerica  has no reason  to doubt  the  accuracy  of that  information,  but
Transamerica  has not verified  those  figures.  These  figures are for the year
ended December 31, 1997,  except for the Transamerica VIF Money Market Portfolio
which are  estimates  for the year  1998,  its first year of  operation.  Actual
expenses in future years may be higher or lower than these figures.

Notes to Fee Table:

(1)      The contingent deferred sales load applies to each contract, regardless
         of how the account value is allocated  between the variable account and
         the general account options.

(2)      A portion of the purchase  payments may be withdrawn each contract year
         without  imposition of any  contingent  deferred  sales load, and after
         seven years, a purchase payment may be withdrawn free of any contingent
         deferred sales load. See "Charges, Fees and Deductions" page 35.

(3)       A  transfer  fee of $10 will be  imposed  for each  transfer
 in excess  of 18 in a  contract  year.  See
         "Charges, Fees and Deductions" page 35.

(4)      Transamerica  currently does not impose fees for any other services, or
         options.  However,  Transamerica reserves the right to impose a fee for
         various   services  and  options   including   dollar  cost  averaging,
         systematic  withdrawals,  automatic payouts, asset allocation and asset
         rebalancing.

(5)      The current  account fee is $30 (or 2% of the account  value,  if less)
         per  contract  year.  This fee will be waived for  account  values over
         $50,000.  This  limit  may be  changed  in the  future.  The fee may be
         changed,  but it may not exceed  $60 (or 2% of the  account  value,  if
         less). See "Charges, Fees and Deductions" page 35.

(6)      If the owner elects the Living  Benefits  Rider,  the rider fee will be
         deducted at the rate of 1/12 of 0.05% at the end of each contract month
         based on the account value at that time.  See "Living  Benefits  Rider"
         page 36.

(7) The variable  account  annual  expenses do not apply to the general  account
options.

(8)      The current annual  administrative  expense charge of 0.15% may be
increased to 0.35%. See "Charges,  Fees
         and Deductions" page 35.

(9)      From time to time, the portfolios' investment advisers, each in its own
         discretion,  may  voluntarily  waive all or part of their  fees  and/or
         voluntarily  assume certain portfolio  expenses.  The expenses shown in
         the Portfolio Expenses table are the expenses paid for 1997 (except for
         the Transamerica VIF Money Market Portfolio,  which are estimates). The
         expenses shown in that table reflect a portfolio's adviser's waivers of
         fees or  reimbursement  of expenses,  if applicable.  It is anticipated
         that such waivers or  reimbursements  will  continue for calendar  year
         1998,  except for Alliance VPF Premier  Growth for which the management
         fee,  other  expenses  and total  portfolios  annual  expenses for 1998
         without waivers or reimbursements  are estimated to be 1.00%, 0.08% and
         1.08%, respectively. Without such waivers or reimbursements, the annual
         expenses  for  1997  for  certain  portfolios  would  have  been,  as a
         percentage of assets, as follows:


<PAGE>


<TABLE>
<CAPTION>

                                                                                                   Total Portfolio
                                                                                                   Annual Expenses
                                                                  Management       Other Expenses
                                                                      Fee
<S>                                                                  <C>                <C>              <C> 
          Alliance VPF Growth & Income                               0.63               0.09             0.72
          Alliance VPF Premier Growth                                1.00               0.10             1.10
          Janus Aspen Balanced                                       0.77               0.06             0.83
          Janus Aspen Worldwide Growth                               0.72               0.09             0.81
          MFS VIT Growth with Income                                 0.75               0.35             1.10
          Morgan Stanley UF Fixed Income                             0.40               1.31             1.71
          Morgan Stanley UF High Yield                               0.80               0.88             1.68
          Morgan Stanley UF International Magnum                     0.80               1.98             2.78
          Transamerica VIF Growth                                    0.75               0.23             0.98
</TABLE>

         Without expense reimbursements,  the management fee, other expenses and
         total  portfolios  expenses  for the first  year of  operation  for the
         Transamerica VIF Money Market Portfolio are expected to be 0.35%, 0.45%
         and  0.80%,  respectively.   There  were  no  fee  waivers  or  expense
         reimbursements  during  1997 for the Alger  American  Income and Growth
         Portfolio,  Dreyfus VIF  Capital  Appreciation  Portfolio,  Dreyfus VIF
         Small  Cap  Portfolio,  MFS  VIT  Emerging  Growth  Portfolio,  MFS VIT
         Research  Portfolio,  OCC Accumulation  Trust Managed  Portfolio or OCC
         Accumulation Trust Small Cap Portfolio.

EXAMPLES

         The  following  tables show the total  expenses an owner would incur in
various  situations  assuming  a $1,000  investment  and a 5%  annual  return on
assets.

         These  examples  assume  an  average  account  value  of  $40,000  and,
therefore,  a deduction  of 0.075% has been made to reflect the $30 account fee.
These  examples  also assume that all amounts  were  allocated  to the  variable
sub-account indicated. These examples also assume that no transfer fees or other
option or service  fees or premium tax charges have been  assessed.  Premium tax
charges may be applicable. See "Premium Tax Charges" page 38.

         Examples 1 through 3 show expenses for  contracts  without the optional
Living Benefits Rider based on fee waivers and reimbursements for the portfolios
for 1997.  There is no guarantee that any fee waivers or expense  reimbursements
will  continue  in the  future.  For  annuitizations  before the first  contract
anniversary,  and for  annuitizations  under a form that does not  include  life
contingencies,  the  contingent  deferred  sales  load may  apply  (see  expense
examples in column 1).

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



<PAGE>
<TABLE>
<CAPTION>


Example 1:        If the owner surrenders the contract at the end of the applicable time period:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
<S>                                                              <C>            <C>              <C>            <C>    
Alger American Income & Growth                                   $72.96         $110.26          $150.19        $249.81
Alliance VPF Growth & Income                                     $72.76         $109.65          $149.17        $247.75
Alliance VPF Premier Growth                                      $75.06         $116.60          $160.79        $271.12
Dreyfus VIF Capital Appreciation Growth                          $73.56         $112.07          $153.23        $255.95
Dreyfus VIF Small Cap                                            $73.36         $111.47          $152.22        $253.90
Janus Aspen Balanced                                             $73.86         $112.98          $154.75        $259.00
Janus Aspen Worldwide Growth                                     $72.96         $110.26          $150.19        $249.81
MFS Emerging Growth                                              $74.26         $114.19          $156.77        $263.06
MFS Growth & Income                                              $75.56         $118.10          $163.30        $276.13
MFS Research                                                     $74.36         $114.49          $157.27        $264.07
Morgan Stanley UF Fixed Income                                   $72.56         $109.04          $148.16        $245.69
Morgan Stanley UF High Yield                                     $73.56         $112.07          $153.23        $255.95
Morgan Stanley UF International Magnum                           $77.06         $122.60          $170.79        $290.98
OCC Accumulation Trust Managed                                   $74.23         $113.89          $155.91        $259.34
OCC Accumulation Trust Small Cap                                 $75.24         $117.00          $161.22        $270.64
Transamerica VIF Growth                                          $74.06         $113.58          $155.76        $261.03
Transamerica VIF Money Market                                    $71.55         $106.01          $143.05        $235.33
- ----------------------------------------------------------------------------------------------------------------------------


Example 2:        If the owner does not surrender and does not annuitize the contract:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $21.96          $67.76          $116.19        $249.81
Alliance VPF Growth & Income                                     $21.76          $67.15          $115.17        $247.75
Alliance VPF Premier Growth                                      $24.06          $74.10          $126.79        $271.12
Dreyfus VIF Capital Appreciation Growth                          $22.56          $69.57          $119.23        $255.95
Dreyfus VIF Small Cap                                            $22.36          $68.97          $118.22        $253.90
Janus Aspen Balanced                                             $22.86          $70.48          $120.75        $259.00
Janus Aspen Worldwide Growth                                     $21.96          $67.76          $116.19        $249.81
MFS Emerging Growth                                              $23.26          $71.69          $122.77        $263.06
MFS Growth & Income                                              $24.56          $75.60          $129.30        $276.13
MFS Research                                                     $23.36          $71.99          $123.27        $264.07
Morgan Stanley UF Fixed Income                                   $21.56          $66.54          $114.16        $245.69
Morgan Stanley UF High Yield                                     $22.56          $69.57          $119.23        $255.95
Morgan Stanley UF International Magnum                           $26.06          $80.10          $136.79        $290.98
OCC Accumulation Trust Managed                                   $23.23          $71.39          $121.91        $259.34
OCC Accumulation Trust Small Cap                                 $24.24          $74.50          $127.22        $270.64
Transamerica VIF Growth                                          $23.06          $71.08          $121.76        $261.03
Transamerica VIF Money Market                                    $20.55          $63.51          $109.05        $235.33
- ----------------------------------------------------------------------------------------------------------------------------




<PAGE>


Example 3: If the owner elects to annuitize at the end of the applicable  period
under a Settlement Option with life contingencies:
                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $21.96          $67.76          $116.19        $249.81
Alliance VPF Growth & Income                                     $21.76          $67.15          $115.17        $247.75
Alliance VPF Premier Growth                                      $24.06          $74.10          $126.79        $271.12
Dreyfus VIF Capital Appreciation Growth                          $22.56          $69.57          $119.23        $255.95
Dreyfus VIF Small Cap                                            $22.36          $68.97          $118.22        $253.90
Janus Aspen Balanced                                             $22.86          $70.48          $120.75        $259.00
Janus Aspen Worldwide Growth                                     $21.96          $67.76          $116.19        $249.81
MFS Emerging Growth                                              $23.26          $71.69          $122.77        $263.06
MFS Growth & Income                                              $24.56          $75.60          $129.30        $276.13
MFS Research                                                     $23.36          $71.99          $123.27        $264.07
Morgan Stanley UF Fixed Income                                   $21.56          $66.54          $114.16        $245.69
Morgan Stanley UF High Yield                                     $22.56          $69.57          $119.23        $255.95
Morgan Stanley UF International Magnum                           $26.06          $80.10          $136.79        $290.98
OCC Accumulation Trust Managed                                   $23.23          $71.39          $121.91        $259.34
OCC Accumulation Trust Small Cap                                 $24.24          $74.50          $127.22        $270.64
Transamerica VIF Growth                                          $23.06          $71.08          $121.76        $261.03
Transamerica VIF Money Market                                    $20.55          $63.51          $109.05        $235.33
- ----------------------------------------------------------------------------------------------------------------------------

         Examples 4 through 6 show  expenses  for  contracts  with the  optional
Living  Benefits  Rider,  based on the fee  waivers and  reimbursements  for the
portfolios  for  1997.  There  is no  guarantee  that  fee  waivers  or  expense
reimbursements will continue in the future. For annuitizations  before the first
contract  anniversary and for annuitizations  under a form that does not include
life contingencies,  a contingent deferred sales load may apply (see examples in
column 4).

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

Example 4:        If the owner surrenders the contract at the end of the applicable time period:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $73.46         $111.77          $152.72        $254.93
Alliance VPF Growth & Income                                     $73.26         $111.16          $151.71        $252.88
Alliance VPF Premier Growth                                      $75.56         $118.10          $163.30        $276.13
Dreyfus VIF Capital Appreciation Growth                          $74.06         $113.58          $155.76        $261.03
Dreyfus VIF Small Cap                                            $73.86         $112.98          $154.75        $259.00
Janus Aspen Balanced                                             $74.36         $114.49          $157.27        $264.07
Janus Aspen Worldwide Growth                                     $73.46         $111.77          $152.72        $254.93
MFS Emerging Growth                                              $74.76         $115.69          $159.28        $268.11
MFS Growth & Income                                              $76.06         $119.60          $165.80        $281.11
MFS Research                                                     $74.86         $115.99          $159.79        $269.11
Morgan Stanley UF Fixed Income                                   $73.06         $110.56          $150.70        $250.83
Morgan Stanley UF High Yield                                     $74.06         $113.58          $155.76        $261.03
Morgan Stanley UF International Magnum                           $77.56         $124.09          $173.27        $295.88
OCC Accumulation Trust Managed                                   $74.73         $115.39          $158.41        $264.32
OCC Accumulation Trust Small Cap                                 $75.74         $118.50          $163.72        $275.59
Transamerica VIF Growth                                          $74.56         $115.09          $158.28        $266.09
Transamerica VIF Money Market                                    $72.05         $107.53          $145.61        $240.52
- ----------------------------------------------------------------------------------------------------------------------------

Example 5:        If the owner does not surrender and does not annuitize the contract:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $22.46          $69.27          $118.72        $254.93
Alliance VPF Growth & Income                                     $22.26          $68.66          $117.71        $252.88
Alliance VPF Premier Growth                                      $24.56          $75.60          $129.30        $276.13
Dreyfus VIF Capital Appreciation Growth                          $23.06          $71.08          $121.76        $261.03
Dreyfus VIF Small Cap                                            $22.86          $70.48          $120.75        $259.00
Janus Aspen Balanced                                             $23.36          $71.99          $123.27        $264.07
Janus Aspen Worldwide Growth                                     $22.46          $69.27          $118.72        $254.93
MFS Emerging Growth                                              $23.76          $73.19          $125.28        $268.11
MFS Growth & Income                                              $25.06          $77.10          $131.80        $281.11
MFS Research                                                     $23.86          $73.49          $125.79        $269.11
Morgan Stanley UF Fixed Income                                   $22.06          $68.06          $116.70        $250.83
Morgan Stanley UF High Yield                                     $23.06          $71.08          $121.76        $261.03
Morgan Stanley UF International Magnum                           $26.56          $81.59          $139.27        $295.88
OCC Accumulation Trust Managed                                   $23.73          $72.89          $124.41        $264.32
OCC Accumulation Trust Small Cap                                 $24.74          $76.00          $129.72        $275.59
Transamerica VIF Growth                                          $23.56          $72.59          $124.28        $266.09
Transamerica VIF Money Market                                    $21.05          $65.03          $111.61        $240.52
- ----------------------------------------------------------------------------------------------------------------------------


Example 6: If the owner elects to annuitize at the end of the applicable  period
under a Settlement Option with life contingencies:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $22.46          $69.27          $118.72        $254.93
Alliance VPF Growth & Income                                     $22.26          $68.66          $117.71        $252.88
Alliance VPF Premier Growth                                      $24.56          $75.60          $129.30        $276.13
Dreyfus VIF Capital Appreciation Growth                          $23.06          $71.08          $121.76        $261.03
Dreyfus VIF Small Cap                                            $22.86          $70.48          $120.75        $259.00
Janus Aspen Balanced                                             $23.36          $71.99          $123.27        $264.07
Janus Aspen Worldwide Growth                                     $22.46          $69.27          $118.72        $254.93
MFS Emerging Growth                                              $23.76          $73.19          $125.28        $268.11
MFS Growth & Income                                              $25.06          $77.10          $131.80        $281.11
MFS Research                                                     $23.86          $73.49          $125.79        $269.11
Morgan Stanley UF Fixed Income                                   $22.06          $68.06          $116.70        $250.83
Morgan Stanley UF High Yield                                     $23.06          $71.08          $121.76        $261.03
Morgan Stanley UF International Magnum                           $26.56          $81.59          $139.27        $295.88
OCC Accumulation Trust Managed                                   $23.73          $72.89          $124.41        $264.32
OCC Accumulation Trust Small Cap                                 $24.74          $76.00          $129.72        $275.59
Transamerica VIF Growth                                          $23.56          $72.59          $124.28        $266.09
Transamerica VIF Money Market                                    $21.05          $65.03          $111.61        $240.52
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


THESE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  REPRESENTATIONS  OF PAST OR  FUTURE
EXPENSES.  ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN, SUBJECT
TO THE  GUARANTEES  IN THE  CONTRACT.  THE  ASSUMED 5% ANNUAL  RATE OF RETURN IS
HYPOTHETICAL  AND SHOULD NOT BE  CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS THAN THIS ASSUMED RATE.

Settlement Option Payments

         Settlement  option  payments  will be made either on a fixed basis or a
variable  basis or a combination of a fixed and variable  basis,  as you select.
You have flexibility in choosing the annuity date, but it may generally not be a
date later than the annuitant's 85th birthday or the tenth contract anniversary,
whichever  occurs  last,  but never later than the  annuitant's  97th  birthday.
Certain qualified contracts may have restrictions as to the annuity date and the
types of settlement options available. See "Settlement Option Payments" page 39.

         Four  settlement  options are available  under the contract: 
(1) life  annuity;  (2) life and  contingent
annuity;  (3) life annuity with period certain;  and (4) joint and survivor
annuity.  See "Settlement Option Forms"
page 41.

Death of Owner Before the Annuity Date

         If an owner  dies  prior to the  annuity  date and  before  either  the
owner's or any joint owner's 85th  birthday,  the death benefit for the contract
will be the  greatest  of (a) the account  value or (b) the sum of all  purchase
payments made to the  contract,  less  withdrawals  and  applicable  premium tax
charges,  or (c) the highest account value on any contract  anniversary prior to
the  earlier of the  owner's  or joint  owner's  85th  birthday,  plus  purchase
payments made and less withdrawals and applicable premium tax charges since that
contract anniversary.  If death occurs after the earlier of the owner's or joint
owner's 85th birthday, the death benefit will be the account value. If the owner
is not a natural  person,  the  annuitant  will be treated as the  owner(s)  for
purposes of the death benefit.

         The death  benefit will  generally be paid within seven days of receipt
of the  required  proof of death of the  owner  and  election  of the  method of
settlement or as soon thereafter as Transamerica  has sufficient  information to
make the payment.  If no settlement  method is elected the death benefit will be
distributed  within five years after the owner's death.  No contingent  deferred
sales load is imposed.  The death benefit may be paid as either a lump sum or as
a settlement  option.  See "Death  Benefit"  page 32.  Amounts in the  guarantee
period account will not be subject to interest  adjustments  in calculating  the
death benefit.

Federal Income Tax Consequences

         An owner  who is a  natural  person  generally  should  not be taxed on
increases in the account value until a  distribution  under the contract  occurs
(e.g., a withdrawal or settlement option payment) or is deemed to occur (e.g., a
pledge, loan, or assignment of a contract). Generally, a portion (up to 100%) of
any  distribution  or deemed  distribution  is taxable as ordinary  income.  The
taxable portion of distributions is generally  subject to income tax withholding
unless the recipient  elects  otherwise  (although  withholding is mandatory for
certain qualified  contracts).  In addition,  a federal penalty tax may apply to
certain distributions. See "Federal Tax Matters" page 42.

Right to Cancel

         The owner has the right to examine the contract  for a limited  period,
known as a "free look  period."  The owner can cancel the  contract  during this
period by delivering a written notice of cancellation and returning the contract
to the Service  Center  before  midnight  of the tenth day after  receipt of the
contract  (or longer if  required by state  law).  Notice  given by mail and the
return  of the  contract  by mail  will be  effective  on the date  received  by
Transamerica.  Unless otherwise  required by law,  Transamerica  will refund the
purchase   payment(s)   allocated  to  any  general  account  option  (less  any
withdrawals)  plus the  variable  accumulated  value as of the date the  written
notice and the contract are received by  Transamerica.  See "Purchase  Payments"
page 25 and "Account Value" page 27.

Questions

         Questions  about  procedures  or the  contract  can be  answered by the
Transamerica  Annuity  Service  Center  ("Service  Center"),  at P.O. Box 31848,
Charlotte, North Carolina 28231-1848, 800-258-4260. All inquiries should include
the contract number and the owner's name.

         NOTE:  The  foregoing  summary  is  qualified  in its  entirety  by the
detailed information in the remainder of this prospectus and in the prospectuses
for the  portfolios  which should be referred to for more detailed  information.
With respect to qualified contracts, it should be noted that the requirements of
a particular  retirement plan, an endorsement to the contract, or limitations or
penalties imposed by the Code or the Employee  Retirement Income Security Act of
1974,  as amended,  may impose  additional  limits or  restrictions  on purchase
payments, withdrawals, distributions, or benefits, or on other provisions of the
contract. This prospectus does not describe such limitations or restrictions.
See "Federal Tax Matters" page 42.

CONDENSED FINANCIAL INFORMATION

         Because the variable  account had not yet  commenced  operations  as of
December 31, 1997, no financial statements available.

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT

Transamerica Life Insurance and Annuity Company

         Transamerica Life Insurance and Annuity Company  ("Transamerica")  is a
stock  life  insurance  company  incorporated  under  the  laws of the  State of
California  in  1966  and  redomesticated  to  North  Carolina  in  1994.  It is
principally  engaged  in the  sale  of  life  insurance  and  annuity  policies.
Transamerica is a wholly-owned indirect subsidiary of Transamerica  Corporation.
The address of Transamerica is 401 North Tryon Street, Charlotte, North Carolina
28202.

Published Ratings

         Transamerica  may from time to time  publish in  advertisements,  sales
literature and reports to owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A.M. Best Company,
Standard & Poor's, Moody's, and Duff & Phelps. The ratings reflect the financial
strength  and/or  claims-paying  ability  of  Transamerica  and  should  not  be
considered as bearing on the  investment  performance  of the variable  account.
Each year the A.M.  Best Company  reviews the  financial  status of thousands of
insurers, culminating in the assignment of Best's Ratings. These ratings reflect
their  current  opinion  of  the  relative   financial  strength  and  operating
performance  of  an  insurance  company  in  comparison  to  the  norms  of  the
life/health  insurance  industry.  In  addition,  the  claims-paying  ability of
Transamerica  as  measured  by  Standard & Poor's  Insurance  Ratings  Services,
Moody's,  or  Duff &  Phelps  may be  referred  to in  advertisements  or  sales
literature  or in reports to owners.  These ratings are opinions of an operating
insurance  company's financial capacity to meet the obligations of its insurance
and annuity  policies in accordance with their terms,  including its obligations
under the general account options of this contract.  Such ratings do not reflect
the  investment  performance  of the  variable  account  or the  degree  of risk
associated with an investment in the variable account.


<PAGE>


The Variable Account

         Separate  Account VA-6 of  Transamerica  (the  "variable  account") was
established by Transamerica as a separate account under the laws of the State of
North Carolina pursuant to June 11, 1996, resolutions of Transamerica's Board of
Directors.  The variable  account is registered with the Securities and Exchange
Commission  ("Commission")  under the Investment  Company Act of 1940 (the "1940
Act") as a unit investment  trust. It meets the definition of a separate account
under the federal  securities laws.  However,  the Commission does not supervise
the management or the investment practices or policies of the variable account.

         The assets of the variable  account are owned by Transamerica  but they
are held  separately from the other assets of  Transamerica.  Section 58-7-95 of
the North Carolina  Insurance Law provides that the assets of a separate account
are not chargeable with liabilities  incurred in any other business operation of
the insurance  company (except to the extent that assets in the separate account
exceed the reserves and other  liabilities  of the  separate  account).  Income,
gains and losses incurred on the assets in the variable account,  whether or not
realized, are credited to or charged against the variable account without regard
to other income,  gains or losses of  Transamerica.  Therefore,  the  investment
performance  of the variable  account is entirely  independent of the investment
performance  of  Transamerica's  general  account  assets or any other  separate
account maintained by Transamerica.

         The variable  account  currently  has seventeen  variable  sub-accounts
available  under  the  contract,  each of which  invests  solely  in a  specific
corresponding portfolio. Changes to the variable sub-accounts may be made at the
discretion of Transamerica. See "Addition, Deletion, or Substitution" page 24.

THE PORTFOLIOS

         Each of the variable  sub-accounts  offered under the contract  invests
exclusively  in  one  of  the  portfolios.   Descriptions  of  each  portfolio's
investment  objectives  follow.  The  management  fees  listed  below  are  fees
specified in the applicable advisory contract (i.e., before any fee waivers).

The Income and Growth Portfolio of The Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. Except during temporary defensive periods, the portfolio attempts
to invest 100%,  and it is a  fundamental  policy of the  portfolio to invest at
least 65%,  of its total  assets in dividend  paying  equity  securities.  Alger
Management  will favor  securities  it  believes  also offer  opportunities  for
capital appreciation.  The portfolio may invest up to 35% of its total assets in
money market instruments and repurchase  agreements and in excess of that amount
(up to 100% of its assets) during temporary defensive periods.

Adviser:  Fred Alger Management, Inc.  Management Fee:  0.625%.

The Growth and Income Portfolio of the Alliance  Variable  Products Series Fund,
Inc.,   seeks   reasonable   current  income  and  reasonable   opportunity  for
appreciation through investments  primarily in dividend-paying  common stocks of
good quality.  Whenever the economic  outlook is  unfavorable  for investment in
common  stock,  investments  in  other  types  of  securities,  such  as  bonds,
convertible bonds,  preferred stock and convertible preferred stocks may be made
by the portfolio.  Purchases and sales of portfolio  securities are made at such
times and in such amounts as are deemed  advisable in light of market,  economic
and other conditions.

Adviser:  Alliance Capital Management L.P.  Management Fee:  0.625%.

The Premier Growth  Portfolio of Alliance  Variable  Products Series Fund, Inc.,
seeks  growth of capital  by  pursuing  aggressive  investment  policies.  Since
investments  will be made based upon their  potential for capital  appreciation,
current  income will be  incidental  to the  objective  of capital  growth.  The
portfolio will invest  predominantly  in the equity  securities  (common stocks,
securities  convertible into commons stocks and rights and warrants to subscribe
for or purchase common stocks) of a limited number of large, carefully selected,
high-quality U.S. companies that, in the judgment of the Adviser,  are likely to
achieve  superior  earnings  growth.  The portfolio  investments  in the 25 such
companies most highly  regarded at any point in time by the Adviser will usually
constitute  approximately 70% of the portfolio's net assets.  The portfolio thus
differs from more typical equity mutual funds by investing most of its assets in
a relatively  small number of intensively  researched  companies.  The portfolio
will, under normal circumstances,  invest at least 85% of the value of its total
assets in the equity securities of U.S. companies.

Adviser:  Alliance Capital Management L.P.  Management Fee:  1%.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective. During periods which the Sub-Adviser
determines to be of market strength, the portfolio acts aggressively to increase
shareholders'  capital by investing principally in common stocks of domestic and
foreign  issuers,  common stocks with warrants  attached and debt  securities of
foreign governments.  The portfolio will seek investment opportunities generally
in large capitalization  companies (those with market capitalizations  exceeding
$500 million)  which the  Sub-Adviser  believes have the potential to experience
above average and predictable earnings growth.

Adviser:  The Dreyfus Corporation.  Sub-Adviser:  Fayez Sarofim & Co.
 Management Fee:  0.75%.

The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation.  It seeks to achieve its objective by investing
principally in common stocks. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase which The Dreyfus  Corporation
believes  to be  characterized  by  new  or  innovative  products,  services  or
processes which should enhance prospects for growth in future earnings.

Adviser:  The Dreyfus Corporation.  Management Fee:  0.75%.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in securities selected primarily for their growth
potential  and 40-60% of its assets in securities  selected  primarily for their
income potential.  This portfolio normally invests at least 25% of its assets in
fixed-income  senior  securities,  which include debt  securities  and preferred
stocks.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first
 $300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The Worldwide  Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner  consistent  with the  preservation  of capital.  It is a
diversified  portfolio that pursues its objective  primarily through investments
in common  stocks  of  foreign  and  domestic  issuers.  The  portfolio  has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity.  The portfolio normally invests in issuers from at least five
different  countries,  including the United  States.  The portfolio may at times
invest in fewer than five countries or even a single country.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first 
$300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The Emerging Growth Series of the MFS Variable  Insurance Trust seeks to provide
long-term  growth of  capital.  Dividend  and  interest  income  from  portfolio
securities,  if any, is  incidental  to the  investment  objective  of long-term
growth of capital.  The policy is to invest primarily (i.e., at least 80% of its
assets  under  normal  circumstances)  in common  stocks of  companies  that the
Adviser  believes are early in their life cycle but which have the  potential to
become major enterprises  (emerging growth companies).  While the portfolio will
invest primarily in common stocks, the portfolio may, to a limited extent,  seek
appreciation in other types of securities such as fixed income securities (which
may be unrated),  convertible  securities and warrants when relative values make
such  purchases  appear  attractive  either as individual  issues or as types of
securities  in  certain  economic  environments.  The  portfolio  may  invest in
non-convertible  fixed income  securities  rated lower than  "investment  grade"
(commonly known as "junk bonds") or in comparable unrated  securities,  when, in
the opinion of the Adviser,  such an investment  presents a greater  opportunity
for  appreciation  with comparable  risk to an investment in "investment  grade"
securities.  Under normal market  conditions  the portfolio will invest not more
than 5% of its nets assets in these  securities.  Consistent with its investment
objective and policies  described above, the portfolio may also invest up to 25%
(and generally expects to invest not more than 15%) of its net assets in foreign
securities  (including emerging market securities and Brady Bonds) which are not
traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable  current  income and  long-term  growth of capital and income.  Under
normal market  conditions,  the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term  prospects
for growth and  income.  Equity  securities  in which the  portfolio  may invest
include the following:  common stocks,  preferred  stocks and preference  stock;
securities such as bonds,  warrants or rights that are convertible  into stocks;
and depository receipts for those securities.  These securities may be listed on
securities  exchanges,  traded in  various  over-the-counter  markets or have no
organized  markets.  Consistent  with  its  investment  objective  and  policies
described above, the portfolio may also invest up to 75% (and generally  expects
to invest no more than 15%) of its net assets in foreign  securities  (including
emerging market securities and Brady Bonds) which are not traded on a U.S.
exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The Research Series of the MFS Variable  Insurance Trust seeks long-term  growth
of capital and future income.  The policy is to invest a substantial  proportion
of its assets in equity securities of companies  believed to possess better than
average prospects for long-term growth. Equity securities in which the portfolio
may invest include the following: common stocks, preferred stocks and preference
stocks,  securities such as bonds,  warrants or rights that are convertible into
stocks and depository  receipts for those  securities.  These  securities may be
listed on securities exchanges,  traded in various  over-the-counter  markets or
have no organized markets. A smaller proportion of the assets may be invested in
bonds, short-term obligations, preferred stocks or common stocks whose principal
characteristic is income production rather than growth. Such securities may also
offer opportunities for growth of capital as well as income. In the case of both
growth  stocks  and  income  issues,  emphasis  is  placed on the  selection  of
progressive,   well-managed  companies.  The  portfolio's  non-convertible  debt
investments,  if any, may consist of "investment  grade"  securities,  and, with
respect to no more than 10% of the  portfolio's  net assets,  securities  in the
lower rated  categories or securities which the Adviser believes to be a similar
quality  to these  lower  rated  securities  (commonly  know as  "junk  bonds").
Consistent  with its  investment  objective and policies  described  above,  the
portfolio  may also  invest up to 20% of its net  assets in  foreign  securities
(including emerging market securities) which are not traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:   0.75%.

The Fixed Income Portfolio of the Morgan Stanley  Universal  Funds,  Inc., seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing primarily in a diversified  portfolio of U.S. government and agencies,
corporate  bonds,  mortgage  backed  securities,  foreign  bonds and other fixed
income  securities and derivatives.  The portfolio's  average weighted  maturity
will  ordinarily  exceed five years and will usually be between five and fifteen
years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.40% of the 
first $500 million plus 0.35% of the next
$500 million plus 0.30% of the assets over $1 billion.

The High Yield  Portfolio of the Morgan Stanley  Universal  Funds,  Inc.,  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  of U. S. and  foreign  issuers,
including  corporate  bonds and other fixed income  securities and  derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds." The portfolio's  average  weighted  maturity will ordinarily
exceed five years and will usually be between five and fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management  Fee:  0.50% of first 
$500  million plus 0.45% of next $500
million plus 0.40% of the assets over $1 billion.

The International  Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.,
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled in EAFE  countries.  The  countries in which the
portfolio  will  invest  are  those   comprising  the  Morgan  Stanley   Capital
International EAFE Index,  which includes  Australia,  Japan, New Zealand,  most
nations located in Western Europe and certain developed  countries in Asia, such
as Hong Kong and Singapore  (collectively the "EAFE  countries").  The portfolio
may invest up to 5% of its total assets in  securities  of issuers  domiciled in
non-EAFE countries. Under normal circumstances, at least 65% of the total assets
of the  portfolio  will be invested in equity  securities of issuers in at least
three different EAFE countries.

Adviser:  Morgan Stanley Asset  Management  Inc.  Management  Fee: 0.80% of the
 first $500 million plus 0.75% of the
next $500 million plus 0.70% of the assets over $1 billion.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  Adviser's
assessments of the relative  outlook for such  investments.  Debt securities are
expected to be  predominantly  investment  grade  intermediate to long term U.S.
Government and corporate  debt,  although the portfolio will also invest in high
quality short term money market and cash  equivalent  securities  and may invest
almost all of its assets in such  securities when the Adviser deems it advisable
in order to preserve  capital.  In addition,  the  portfolio  may also  purchase
foreign  securities  provided  that they are  listed on a  domestic  or  foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of first  $400  million 
 plus  0.75% of next $400  million  plus
0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market  capitalizations of under $1 billion.  Under
normal  circumstances at least 65% of the portfolio's assets will be invested in
equity securities. The majority of securities purchased by the portfolio will be
traded on the New York Stock  Exchange,  the American  Stock  Exchange or in the
over-the-counter market, and will also include options,  warrants,  bonds, notes
and debentures which are convertible into or exchangeable  for, or which grant a
right to purchase or sell, such securities.  In addition, the portfolio may also
purchase  foreign  securities  provided  that they are listed on a  domestic  or
foreign securities  exchange or are represented by American  depository receipts
listed on a  domestic  securities  exchange  or traded in  domestic  or  foreign
over-the-counter markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of the first $400  million 
 plus 0.75% of the next $400  million
plus 0.70% of assets over $800 million.

The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., seeks
long-term  capital growth.  Common stock (listed and unlisted) is the basic form
of investment. The Growth Portfolio invests primarily in common stocks of growth
companies  that are  considered by the manager to be premier  companies.  In the
manager's view,  characteristics of premier companies include one or more of the
following:  dominant  market  share;  leading  brand  recognition;   proprietary
products or technology; low-cost production capability; and excellent management
with shareholder orientation. The manager of the Portfolio believes in long-term
investing  and  places  great  emphasis  on  the  sustainability  of  the  above
competitive advantages. Unless market conditions indicate otherwise, the manager
also tries to keep the Portfolio  fully invested in  equity-type  securities and
does  not try to time  stock  market  movements.  When  in the  judgment  of the
Sub-Adviser  market  conditions  warrant,   the  portfolio  may,  for  temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser:
 Transamerica  Investment  Services,  Inc.
Management Fee:  0.75%.

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund, 
Inc., seeks to maximize current income
from money market  securities  consistent with liquidity and the preservation
 of principal.  The portfolio  invests
primarily in high quality U. S.  dollar-denominated  money  market  instruments
  with  remaining  maturities  of 13
months or less,  including:  obligations  issued  or  guaranteed  by the U. S.
 and  foreign  governments  and their
agencies and  instrumentalities;  obligations  of U. S. and foreign  banks, 
 or their foreign  branches,  and U. S.
savings banks;  short-term  corporate  obligations,  including  commercial
 paper, notes and bonds; other short-term
debt  obligations  with remaining  maturities of 397 days or less; and 
repurchase  agreements  involving any of the
securities  mentioned  above.  The portfolio may also purchase  other 
marketable,  non-convertible  corporate debt
securities of U. S. issuers.  These investments include bonds,  debentures, 
floating rate obligations,  and issues
with optional maturities.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser:
 Transamerica  Investment  Services,  Inc.
Management Fee:  0.35%.

         Meeting  investment  objectives  depends on various factors, 
including,  but not limited to, how well the
portfolio  managers  anticipate  changing economic and market  conditions. 
 THERE IS NO ASSURANCE THAT ANY OF THESE
PORTFOLIOS WILL ACHIEVE THEIR STATED OBJECTIVES.

         An  investment  in the contract is not a deposit or  obligation  of, or
guaranteed or endorsed,  by any bank, nor is the contract  federally  insured by
the  Federal  Deposit  Insurance  Corporation  or any other  government  agency.
Investing in the contract involves certain investment risks,  including possible
loss of principal.

         Since  all of the  portfolios  are  available  to  registered  separate
accounts offering variable annuity and variable life products of Transamerica as
well as other  insurance  companies,  there  is a  possibility  that a  material
conflict may arise between the interests of the variable account and one or more
other separate accounts investing in the portfolios.  In the event of a material
conflict,  the affected  insurance  companies  will take any necessary  steps to
resolve the matter, including stopping their separate accounts from investing in
the portfolios. See the portfolios' prospectuses for greater details.

         Additional   information   concerning  the  investment  objectives  and
policies  of  all  of the  portfolios,  the  investment  advisory  services  and
administrative services and charges can be found in the current prospectuses for
the portfolios  which accompany this  prospectus.  The portfolios'  prospectuses
should be read carefully  before any decision is made  concerning the allocation
of purchase payments to, or transfers among, the variable sub-accounts.

         Transamerica may receive payments from some or all of the portfolios or
their advisers,  in varying  amounts,  that may be based on the amount of assets
allocated to the portfolios. The payments are for administrative or distribution
services.

Addition, Deletion, or Substitution

         Transamerica  does not control the portfolios and cannot guarantee that
any of the  variable  sub-accounts  offered  under this  contract  or any of the
portfolios  will always be  available  for  allocation  of purchase  payments or
transfers.  Transamerica  retains  the  right to make  changes  in the  variable
account and in its investments.

         Transamerica  reserves  the  right  to  eliminate  the  shares  of  any
portfolio  held by a variable  sub-account  and to substitute  shares of another
portfolio or of another investment  company for the shares of any portfolio,  if
the shares of the  portfolio are no longer  available  for  investment or if, in
Transamerica's  judgment,  investment in any portfolio would be inappropriate in
view of the purposes of the variable account. To the extent required by the 1940
Act, a substitution of shares attributable to the owner's interest in a variable
sub-account  will not be made  without  prior  notice to the owner and the prior
approval of the Commission.  Nothing contained herein shall prevent the variable
account from purchasing other securities for other series or classes of variable
annuity  contracts,  or from effecting an exchange  between series or classes of
variable contracts on the basis of requests made by owners.

         New variable sub-accounts for the contracts may be established when, in
the  sole  discretion  of  Transamerica,  marketing,  tax,  investment  or other
conditions so warrant.  Any new variable  sub-accounts will be made available to
existing  owners on a basis to be determined by  Transamerica.  Each  additional
variable  sub-account  will purchase  shares in a mutual fund portfolio or other
investment  vehicle.  Transamerica  may  also  eliminate  one or  more  variable
sub-accounts if, in its sole  discretion,  marketing,  tax,  investment or other
conditions  so warrant.  In the event any variable  sub-account  is  eliminated,
Transamerica  will  notify  owners and  request a  re-allocation  of the amounts
invested in the eliminated variable sub-account.

         In the event of any substitution or change,  Transamerica may make such
changes in the  contract as may be  necessary  or  appropriate  to reflect  such
substitution  or change.  Furthermore,  if deemed to be in the best interests of
persons  having voting rights under the contracts,  the variable  account may be
operated as a management  company under the 1940 Act or any other form permitted
by law, may be de-registered under such Act in the event such registration is no
longer required, or may be combined with one or more other separate accounts.

THE CONTRACT

         The contract is a flexible  purchase payment deferred annuity contract.
The rights and benefits are described below and in the individual contract or in
the certificate and group contract; however,  Transamerica reserves the right to
make any modification to conform the individual  contract and the group contract
and certificates thereunder to, or give the owner the benefit of, any federal or
state  statute or rule or  regulation.  The  obligations  under the contract are
obligations  of  Transamerica.  The contracts  are available on a  non-qualified
basis and on a qualified basis.  Contracts available on a qualified basis are as
follows:  (1) rollover and contributory  individual  retirement annuities (IRAs)
under Code Sections 408(a) and 408(b); (2) conversion; rollover and contributory
Roth IRAs under  Code  Section  408A;  (3)  simplified  employee  pension  plans
(SEP/IRAs)  that qualify for special  federal  income tax  treatment  under Code
Section 408(k); (4) rollover Code Section 403(b) annuities  (including Rev. Rul.
90-24 transfers); and (5) qualified pension and profit sharing plans intended to
qualify under Code Section 401.  Generally,  qualified contracts contain certain
restrictive  provisions  limiting the timing and amount of purchase payments to,
and  distributions  from,  the  qualified   contract.   For  further  discussion
concerning qualified contracts, see "Federal Tax Matters" page 42.

Ownership

         The owner is entitled  to the rights  granted by the  contract.  If the
owner dies, the rights of the owner belong to the joint owner,  if any, and then
to the owner's beneficiary. If there are joint owners, the one designated as the
primary owner will receive all mail and any tax reporting information.

         For  non-qualified  contracts,  the owner is entitled to designate  the
annuitant(s)  and,  if the owner is an  individual,  the owner  can  change  the
annuitant(s)  at any time  before the  annuity  date.  Any such  change  will be
subject to our then current underwriting requirements. Transamerica reserves the
right to reject any change of annuitant(s) which has been made without our prior
written consent.

         If the owner is not an individual,  the annuitant(s) may not be changed
once the contract is issued.  Different rules apply to qualified contracts.  See
"Federal Tax Matters," page 42.

         For each contract,  a different account will be established and values,
benefits and charges will be calculated  separately.  The various administrative
rules described below will apply  separately to each contract,  unless otherwise
noted.

PURCHASE PAYMENTS

Purchase Payments

         All  purchase   payments  must  be  paid  to  the  Service  Center.   A
confirmation  will be issued to the owner upon the  acceptance  of each purchase
payment.

         The initial  purchase  payment must be at least $5,000 ($2,000 for
 contributory  IRAs,  SEP/IRAs and Roth
IRAs).

         The contract will be issued and the initial purchase payment  generally
will be credited  within two business days after the receipt of both  sufficient
information to issue a contract and the initial  purchase payment at the Service
Center. Acceptance is subject to sufficient information being provided in a form
acceptable to Transamerica,  and  Transamerica  reserves the right to reject any
request for issuance of a contract or purchase payment.  Contracts normally will
not be issued with respect to owners,  joint owners,  or annuitants more than 90
years old, although Transamerica in its discretion may waive this restriction in
appropriate  cases.  Transamerica  further  reserves  the  right  to not  accept
purchase  payments after the owners' (or  annuitants' if  non-individual  owner)
91st birthday.

         If  the   initial   purchase   payment   allocated   to  the   variable
sub-account(s)  cannot be  credited  within two days of receipt of the  purchase
payment  and  information   requesting   issuance  of  a  contract  because  the
information  is  incomplete  or for any other  reason,  then  Transamerica  will
contact the owner,  explain the reason for the delay and will refund the initial
purchase  payment  within  five  business  days,  unless the owner  consents  to
Transamerica  retaining the initial purchase payment and crediting it as soon as
the requirements are fulfilled.


<PAGE>


         Additional  purchase  payments  may be made at any  time  prior  to the
annuity date.  Additional  purchase payments must be at least $1,000 or at least
$100 if made  pursuant to an  automatic  purchase  payment  plan under which the
additional purchase payments are automatically  deducted from a bank account and
allocated to the contract.  In addition,  minimum  allocation amounts apply (see
"Allocation  of Purchase  Payments"  below).  Additional  purchase  payments are
credited to the contract as of the date the payment is received.

         Total  purchase  payments for any  contract  may not exceed  $1,000,000
without prior approval of Transamerica.

         In no event may the sum of all purchase  payments for a contract during
any taxable year exceed the limits  imposed by any  applicable  federal or state
law, rules, or regulations.

Allocation of Purchase Payments

         You specify how purchase payments will be allocated under the contract.
You may allocate purchase payments between and among one or more of the variable
sub-accounts  and the general  account options as long as the portions are whole
number percentages and any allocation  percentage for a variable  sub-account is
at least 10%. In addition, there is a minimum allocation of $100 to any variable
sub-account  and  the  fixed  account,  and  $1,000  to each  guarantee  period.
Transamerica may waive this minimum  allocation amount under certain options and
circumstances.

         Each purchase payment will be subject to the allocation  percentages in
effect  at the  time  of  receipt  of  such  purchase  payment.  The  allocation
percentages for additional  purchase payments may be changed by the owner at any
time by submitting a request for such change, in a form and manner acceptable to
Transamerica,  to the Service Center. Any changes to the allocation  percentages
are  subject to the  limitation(s)  above.  Any change will take effect with the
first purchase  payment  received with or after receipt by the Service Center of
the  request  for such change and will  continue  in effect  until  subsequently
changed.

         In certain  jurisdictions  and under  certain  conditions  where by law
Transamerica  is required to return upon the  exercise of the free look  option,
either (1) the purchase  payment or (2) the greater of the  purchase  payment or
account value, any initial allocation to the variable account may be held in the
money market variable  sub-account during the applicable free look period plus 5
days for delivery. Any such allocations to the money market variable sub-account
will automatically be transferred at the end of the free-look period plus 5 days
according to the owner's  requested  allocation.  Such  transfer  will not count
against the 18 transfers allowed without charge during the first contract year.

Investment Option Limit

         Currently,  the  owner  may  not  allocate  amounts  to  more  than  18
investment  options over the life of the contract.  Investment  options  include
variable  sub-accounts and general account options.  Each variable  sub-account,
each  duration of guarantee  period under the guarantee  period  account and the
fixed account that ever received a transfer or purchase payment allocation count
as one towards this total of eighteen limit.  Transamerica  may waive this limit
in the future.

         For  example,  if the owner  makes an  allocation  to the money  market
variable  sub-account  and later  transfers all amounts out of this money market
variable  sub-account,  it  would  still  count as one for the  purposes  of the
limitation  even if it held no value.  If the owner  transfers  from a  variable
sub-account to another  variable  sub-account  and later back to the first,  the
count  towards the  limitation  would be two, not three.  If the owner selects a
guarantee period and renews for the same term, the count will be one; but if the
owner renews to a guarantee period with a different term, the count will be two.

ACCOUNT VALUE

         Before the annuity date, the account value is equal to: (a) the general
account options accumulated value plus (b) the variable accumulated value.

         The  variable  accumulated  value  is  determined  at the  end of  each
valuation day. To determine the variable  accumulated value on a day that is not
a valuation day, the value as of the end of the next valuation day will be used.
The variable  accumulated  value is expected to change from valuation  period to
valuation  period,   reflecting  the  investment   experience  of  the  selected
portfolios as well as the deductions for charges and fees. A valuation period is
the period between successive  valuation days. It begins at the close of the New
York Stock Exchange  (generally  4:00 p.m. ET) on each valuation day and ends at
the close of the New York Stock Exchange on the next succeeding valuation day. A
valuation  day is each day that the New York Stock  Exchange is open for regular
business.

         Purchase payments  allocated to a variable  sub-account are credited to
the variable  accumulated value in the form of variable  accumulation units. The
number of variable  accumulation units credited for each variable sub-account is
determined  by  dividing  the  purchase   payment   allocated  to  the  variable
sub-account  by  the  variable   accumulation   unit  value  for  that  variable
sub-account.  In the case of the initial purchase payment, variable accumulation
units for that payment will be credited to the variable accumulated value within
two valuation days of the later of: (a) the date sufficient  information,  in an
acceptable  manner and form, is received at our Service Center;  or (b) the date
our Service Center  receives the initial  purchase  payment.  In the case of any
additional purchase payment,  variable  accumulation units for that payment will
be  credited  at the  end of the  valuation  period  during  which  Transamerica
receives  the  payment.  The  value  of a  variable  accumulation  unit for each
variable  sub-account is established at the end of each valuation  period and is
calculated  by  multiplying  the  value  of that  unit  at the end of the  prior
valuation  period by the variable  sub-account's  net investment  factor for the
valuation period. The value of a variable accumulation unit may go up or down.

         The  net   investment   factor  is  used  to  determine  the  value  of
accumulation  and annuity  unit values for the end of a  valuation  period.  The
applicable formula can be found in the Statement of Additional Information.

         Transfers involving variable  sub-accounts will result in the crediting
and/or cancellation of variable accumulation units having a total value equal to
the  dollar  amount  being   transferred  to  or  from  a  particular   variable
sub-account.  The  crediting  and  cancellation  of such units is made using the
variable  accumulation unit value of the applicable  variable  sub-account as of
the end of the valuation day in which the transfer is effective.

TRANSFERS

Before the Annuity Date

         Before the annuity  date,  you may  transfer  all or any portion of the
account  value  among  the  variable  sub-accounts  and the  guarantee  periods.
Transfers are restricted into or out of the fixed account.  See "General Account
Options" in Appendix A.

         Transfers  among the  variable  sub-accounts  and the  general  account
options may be made by submitting a request,  in a form and manner acceptable to
Transamerica,  to the Service Center. The transfer request must specify: (1) the
variable  sub-account(s)  and/or the general  account  option(s)  from which the
transfer is to be made;  (2) the amount of the  transfer;  and (3) the  variable
sub-account(s)  and/or  general  account  option(s)  to receive the  transferred
amount.   The  minimum  amount  which  may  be  transferred  from  the  variable
sub-accounts  and the general  account  options is $1,000.  Transfers  among the
variable  sub-accounts  are also subject to such terms and  conditions as may be
imposed by the portfolios.

         When a transfer is made from a guarantee  period  before the end of its
term, the amount transferred may be subject to an interest adjustment.  See "The
General Account  Options" in Appendix A. A transfer from a guarantee period made
within  30 days  before  the  last day of its term  will not be  subject  to any
interest adjustment.

         Transamerica  currently imposes a transfer fee of $10 for each transfer
in excess of 18 made during the same contract  year.  Transamerica  reserves the
right to waive the transfer fee or vary the number of transfers  without  charge
or not count  transfers  under  certain  options or services for purposes of the
allowed number  without  charge.  A transfer  generally will be effective on the
date the request for transfer is received by the Service Center.

         If a transfer reduces the value in a variable  sub-account or guarantee
period or in the fixed account to less than $1,000,  then Transamerica  reserves
the right to transfer the remaining amount along with the amount requested to be
transferred in accordance with the transfer  instructions provided by the owner.
Under current law, there will not be any tax liability for transfers  within the
contract.

Other Restrictions

         Transamerica  reserves  the  right  without  prior  notice  to  modify,
restrict,  suspend or eliminate  the transfer  privileges  (including  telephone
transfers)  at any time and for any reason.  For  example,  restrictions  may be
necessary to protect  owners from adverse  impacts on  portfolio  management  of
large and/or  numerous  transfers by market timers or others.  Transamerica  has
determined that the movement of significant variable sub-account values from one
variable sub-account to another may prevent the underlying portfolio from taking
advantage of  investment  opportunities  because the  portfolio  must maintain a
significant cash position in order to handle redemptions. Such movement may also
cause a  substantial  increase  in  portfolio  transaction  costs  which must be
indirectly  borne by  owners.  Therefore,  Transamerica  reserves  the  right to
require that all transfer requests be made by the owner and not by a third party
holding a power of attorney and to require that each transfer request be made by
a separate  communication to Transamerica.  Transamerica also reserves the right
to require  that each  transfer  request be submitted in writing and be manually
signed by the  owner(s);  telephone  or facsimile  transfer  requests may not be
allowed.

Telephone Transfers

         Transamerica  will allow telephone  transfers if the owner has provided
proper  authorization  for such  transfers  in a form and manner  acceptable  to
Transamerica.  Transamerica  reserves  the right to suspend  telephone  transfer
privileges at any time, for some or all contracts,  for any reason.  Withdrawals
are not permitted by telephone.

         Transamerica  will  employ   reasonable   procedures  to  confirm  that
instructions  communicated  by  telephone  are  genuine  and if it follows  such
procedures  it  will  not be  liable  for  any  losses  due to  unauthorized  or
fraudulent  instructions.  In the  opinion  of  certain  government  regulators,
Transamerica  may be  liable  for  such  losses  if it  does  not  follow  those
procedures.  The procedures Transamerica will follow for telephone transfers may
include  requiring  some  form of  personal  identification  prior to  acting on
instructions  received  by  telephone,  providing  written  confirmation  of the
transaction, and/or tape recording the instructions given by telephone.

Dollar Cost Averaging

         Prior to the  annuity  date,  the owner may  request  that  amounts  be
automatically  transferred on a monthly basis from a "source  account," which is
currently  either the money market  sub-account or the fixed account,  to any of
the variable  sub-accounts  by  submitting a request to the Service  Center in a
form and  manner  acceptable  to  Transamerica.  Other  source  accounts  may be
available; call the Service Center for availability.

         Only one source  account can be elected at a time.  The transfers  will
begin when the owner requests, but no sooner than one week following, receipt of
such request,  provided that dollar cost  averaging  transfers will not commence
until the later of (a) 30 days after the  contract  effective  date,  or (b) the
estimated end of the free look period (allowing 5 days for delivery).  Transfers
will continue for the number of consecutive  months selected by the owner unless
(1)  terminated  by the owner,  (2)  automatically  terminated  by  Transamerica
because there are insufficient  amounts in the source account,  or (3) for other
reasons as described in the  election  form.  The owner may request that monthly
transfers be continued for a term then available by giving notice to the Service
Center in a form and manner  acceptable to Transamerica  within 30 days prior to
the last monthly  transfer.  If no request to continue the monthly  transfers is
made by the  owner,  this  option  will  terminate  automatically  with the last
transfer at the end of the term.

         In order to be  eligible  for  dollar  cost  averaging,  the  following
conditions  must be met:  (1) the value of the source  account  must be at least
$5,000; (2) the minimum amount that can be transferred out of the source account
is $250 per  month;  and (3) the  minimum  amount  transferred  into  any  other
variable  sub-account  is the  greater  of  $250  or 10%  of  the  amount  being
transferred.  These  limits may be changed for new  elections  of this  service.
Dollar cost averaging transfers can not be made from a source account from which
systematic  withdrawals  or automatic  payouts are also being made.  Dollar cost
averaging may not be elected at the same time automatic asset  rebalancing is in
effect.

         There is currently no charge for the dollar cost  averaging  option and
transfers  due to dollar  cost  averaging  currently  will not count  toward the
number of transfers  allowed without charge per contract year.  Transamerica may
charge in the future for dollar cost averaging.

         Dollar  cost  averaging  transfers  may  not be  made  to or  from  the
guarantee period account or to the fixed account.

Automatic Asset Rebalancing

         After  purchase   payments  have  been  allocated  among  the  variable
sub-accounts, the performance of each variable sub-account may cause proportions
of the  values  in  the  variable  sub-accounts  to  vary  from  the  allocation
percentages.  The owner may instruct Transamerica to automatically rebalance the
amounts in the  variable  account by  reallocating  amounts  among the  variable
sub-accounts,  at the  time,  and in the  percentages,  specified  in the  owner
instructions to Transamerica and accepted by  Transamerica.  The owner may elect
to have the rebalancing  done on an annual,  semi-annual or quarterly basis. The
owner may elect to have amounts allocated among the variable  sub-accounts using
whole percentages, with a minimum of 10% allocated to each variable sub-account.

         The owner may elect to  establish,  change or terminate  the  automatic
asset  rebalancing  by submitting a request to the Service  Center in a form and
manner acceptable to Transamerica.  Automatic asset  rebalancing  currently will
not count  towards the number of transfers  without  charge in a contract  year.
Transamerica  reserves the right to discontinue the automatic asset  rebalancing
service  at any time  for any  reason.  There is  currently  no  charge  for the
automatic asset rebalancing  service.  Transamerica may in the future charge for
this service and may count the transfers toward those allowed without charge.

         Automatic  asset  rebalancing  may not be elected at the same time that
dollar cost averaging is in effect.

After the Annuity Date

         If a variable  payment option is elected,  the owner may make transfers
among variable  sub-accounts  after the annuity date by giving a written request
to the Service Center, subject to the following provisions:  (1) transfers after
the annuity date may be made no more than four times  during any contract  year;
and (2) the minimum amount transferred from one variable  sub-account to another
is the amount supporting a current $75 monthly payment.

         Transfers  among variable  sub-accounts  after the annuity date will be
processed  based on the formula  outlined in the  appendix in the  Statement  of
Additional Information.

CASH WITHDRAWALS

         The owner of a  non-qualified  contract may withdraw all or part of the
cash  surrender  value at any time prior to the annuity date by giving a written
request to the Service Center. For qualified contracts, reference should be made
to the terms of the particular retirement plan or arrangement for any additional
limitations or restrictions,  including prohibitions,  on cash withdrawals.  See
"Federal Tax Matters," page 42. The cash surrender value is equal to the account
value, less any account fee, interest adjustment, contingent deferred sales load
and premium  tax  charges.  A full  surrender  will result in a cash  withdrawal
payment equal to the cash  surrender  value at the end of the  valuation  period
during  which the  election  is  received  along with all  completed  forms then
required by  Transamerica.  No surrenders or  withdrawals  may be made after the
annuity date. Partial withdrawals must be at least $1,000.

         In the case of a partial withdrawal,  you may direct the Service Center
to  withdraw  amounts  from  specific  variable  sub-account(s)  and/or from the
general account options.  If the owner does not specify,  the withdrawal will be
taken pro rata from account value.

         A partial  withdrawal  request  cannot be made if it would  reduce  the
account value to less than $2,000. In that case, the owner will be notified.

         Withdrawal  (including  surrender) requests generally will be processed
as of the end of the valuation  period  during which the request,  including all
completed forms, is received. Payment of any cash withdrawal,  settlement option
payment or lump sum death benefit due from the variable  account and  processing
of any  transfers  will occur  within  seven days from the date the  election is
received,  except that  Transamerica  may postpone  such payment if: (1) the New
York Stock  Exchange  is closed for other than usual  weekends or  holidays,  or
trading on the Exchange is otherwise  restricted;  or (2) an emergency exists as
defined  by  the  Commission,   or  the  Commission  requires  that  trading  be
restricted;  or (3) the Commission permits a delay for the protection of owners.
The withdrawal  request will be effective when all required  withdrawal  request
forms are received. Payments of any amounts derived from a purchase payment paid
by check may be delayed until the check has cleared the owner's bank.

         When a withdrawal is made from a guarantee period before the end of its
term, the amount  withdrawn may be subject to an interest  adjustment.  See "The
General Account Options" in Appendix A.

         Transamerica  may delay  payment  of any  withdrawal  from the  general
account options for up to six months after Transamerica receives the request for
such  withdrawal.  If  Transamerica  delays  payment  for  more  than  30  days,
Transamerica  will  pay  interest  on the  withdrawal  amount  up to the date of
payment.

         SINCE THE OWNER  ASSUMES  THE  INVESTMENT  RISK FOR ALL  AMOUNTS IN THE
VARIABLE  ACCOUNT AND BECAUSE  CERTAIN  WITHDRAWALS  ARE SUBJECT TO A CONTINGENT
DEFERRED SALES LOAD AND OTHER  CHARGES,  THE TOTAL AMOUNT PAID UPON SURRENDER OF
THE CONTRACT MAY BE MORE OR LESS THAN THE TOTAL PURCHASE PAYMENTS.

         An owner may elect, under the systematic withdrawal option or automatic
payout option (but not both),  to withdraw  certain  amounts on a periodic basis
from the variable sub-accounts prior to the annuity date.

         The tax  consequences  of a withdrawal or surrender are discussed later
in this prospectus. See "Federal Tax Matters" page 42.

Systematic Withdrawal Option

         Prior  to  the  annuity  date,  you  may  elect  to  have   withdrawals
automatically made from one or more variable  sub-account(s) on a monthly basis.
Other distribution modes may be permitted.  The withdrawals will not begin until
the later of (a) 30 days after the contract effective date or (b) the end of the
free look period.  Withdrawals will be from the variable  sub-account(s)  and in
the percentage  allocations  that you specify.  If no  specifications  are made,
withdrawals will be pro rata based on value from all variable sub-account(s) and
general account options with value and any applicable  interest  adjustment will
apply to withdrawals from the guarantee periods.  Systematic  withdrawals cannot
be made from a variable  sub-account from which dollar cost averaging  transfers
are being made and  cannot be elected  concurrently  with the  automatic  payout
option. The systematic withdrawal option is currently not available with respect
to the general account options.

         To be eligible for the systematic  withdrawal option, the account value
must be at least  $12,000 at the time of election.  The minimum  monthly  amount
that can be  withdrawn is $100.  Currently,  the owner can elect any amount over
$100 to be withdrawn systematically. The owner may also make partial withdrawals
while receiving systematic  withdrawals.  If the total withdrawals  (systematic,
automatic,  or  partial)  in a contract  year  exceed the  allowed  amount to be
withdrawn without charge for that year, any applicable contingent deferred sales
load will then apply.

         The withdrawals will continue  indefinitely unless terminated.  If this
option is  terminated  it may not be elected  again until the end of the next 12
full months.

         Transamerica  reserves  the right to impose an annual  fee of up to $25
for processing  payments under this option. This fee, which is currently waived,
will be deducted in equal installments from each systematic  withdrawal during a
contract year.

         Systematic  withdrawals  may be taxable and, prior to age 59 1/2,  
subject to a 10% federal tax penalty.  See
"Federal Tax Matters," page 42.

Automatic Payout Option ("APO")

         Prior to the annuity date, for qualified contracts, the owner may elect
the automatic payout option (APO) to satisfy minimum  distribution  requirements
under Sections  401(a)(9),  403(b),  and 408(b)(3) of the Code. See "Federal Tax
Matters"  page 38. For IRAs and SEP/IRAs this may be elected no earlier than six
months  prior to the  calendar  year in which the owner  attains age 701?2,  but
payments may not begin  earlier than January of such  calendar  year.  For other
qualified contracts,  APO can be elected no earlier than six months prior to the
later of when the owner (a) attains age 70 1/2; and (b) retires from employment.
Additionally,  APO  withdrawals  may not begin  before  the later of (a) 30 days
after the contract  effective  date or (b) the end of the free look period.  APO
may be elected in any calendar month, but no later than the month of the owner's
84th birthday.

         Withdrawals  will  be  from  the  variable  sub-account(s)  and  in the
percentage  allocations you specify. If no specifications are made,  withdrawals
will be pro rata  based on  account  value.  Withdrawals  can not be made from a
variable  sub-account from which dollar cost averaging transfers are being made.
The APO is not currently  available with respect to the general account options.
The  calculation of the APO amount will reflect the total account value although
the withdrawals are only from the variable  sub-accounts.  This  calculation and
APO are based solely on value in this contract.

         To be eligible for this option,  the following  conditions must be met:
(1) the account value must be at least $12,000 at the time of election;  (2) the
annual  withdrawal  amount is the larger of the  required  minimum  distribution
under Code Sections 401(a)(9) or 408(b)(3) or $500. These conditions may change.
Currently, withdrawals under this option are only paid annually.

         The withdrawals will continue indefinitely unless terminated.  If there
are  insufficient  amounts in the variable  account to make a  withdrawal,  this
option generally will terminate. Once terminated, APO may not be elected again.

DEATH BENEFIT

         If an owner dies before the annuity  date, a death  benefit is payable.
If death occurs prior to any owner's or joint owner's 85th  birthday,  the death
benefit will be equal to the greatest of (a) the account  value,  or (b) the sum
of all purchase  payments made to the contract less  withdrawals  and applicable
premium  tax  charges,  or  (c)  the  highest  account  value  on  any  contract
anniversary  prior to the earlier of the owner's or joint owner's 85th birthday,
plus purchase payments made less withdrawals and applicable  premium tax charges
since that  contract  anniversary.  If the owner or joint  owner dies before the
annuity  date and after  either  the  deceased  owner's  or joint  owner's  85th
birthday,  the death  benefit is equal to the  account  value.  For  purposes of
calculating  such death benefit,  the account value is determined as of the date
the benefit is paid. If the owner is not a natural person, the annuitant(s) will
be treated as the owner(s) for purposes of the death  benefit.  For example,  if
the owner is a trust that allows a person(s)  other than the trustee to exercise
the  ownership  rights  under this  certificate,  such  person(s)  must be named
annuitant(s)  and will be treated as the  owner(s) so the death  benefit will be
determined based on the age of the annuitant(s).

         An ownership  change will be subject to our then  current  underwriting
rules and may decrease the death  benefit.  However,  such  reduction will never
decrease the death benefit below the account value.

Payment of Death Benefit

         The death  benefit is generally  payable upon receipt of proof of death
of the  owner.  Upon  receipt  of this  proof  and an  election  of a method  of
settlement,  the death benefit  generally  will be paid within seven days, or as
soon thereafter as Transamerica has sufficient information about the beneficiary
to make the payment.

         The death  benefit will be  determined  as of the end of the  valuation
period during which our Service Center receives both proof of death of the owner
or joint owner and the written  notice of the  settlement  option elected by the
person to whom the death benefit is payable. If no settlement method is elected,
the death  benefit  will be a lump sum  distributed  within five years after the
owner's death.  No contingent  deferred sales load nor interest  adjustment will
apply.

         Until the death  benefit is paid,  the account  value  allocated to the
variable account remains in the variable account, and fluctuates with investment
performance of the applicable portfolio(s). Accordingly, the amount of the death
benefit  depends on the account value at the time the death benefit is paid, not
at the time of death.



<PAGE>


Designation of Beneficiaries

         The owner may  select  one or more  beneficiaries  by  designating  the
person(s) to receive the amounts  payable under this contract if: the owner dies
before the annuity date and there is no joint owner, or the owner dies after the
annuity  date  and  settlement  option  payments  have  begun  under a  selected
settlement  option that  guarantees  payments for a certain  period of time. The
interest of any  beneficiary who dies before the owner will terminate at time of
death of such beneficiary.

         A beneficiary  may be named or changed at any time in a form and manner
acceptable  to us.  Any  change  made to an  irrevocable  beneficiary  must also
include the written consent of the beneficiary,  except as otherwise required by
law.

         If more than one  beneficiary  is named,  each named  beneficiary  will
share  equally in any  benefits or rights  granted by this  contract  unless the
owner gives us other instructions at the time the beneficiaries are named.

         Transamerica  may  rely on any  affidavit  by any  responsible  person
  in  determining  the  identity  or
non-existence of any beneficiary not identified by name

Death of Owner or Joint Owner Before the Annuity Date

         If the owner or joint owner dies before the annuity  date,  we will pay
the death benefit as specified in this section. The entire death benefit will be
distributed  within five years after the owner's  death.  If the owner is not an
individual,  an  annuitant's  death will be treated as the death of the owner as
provided in Code  Section 72 (s)(6).  For example,  the contract  will remain in
force with the annuitant's surviving spouse as the new annuitant if:

         o        This contract is owned by a trust; and

         o        The beneficiary is either the annuitant's  surviving spouse or
                  a trust  holding the  contract  solely for the benefit of such
                  spouse.

         The manner in which we will pay the death benefit depends on the status
of the person(s) involved in the contract.  The death benefit will be payable to
the first person from the applicable list below:

If the owner is the annuitant:

         o        The joint owner, if any,

         o        The beneficiary, if any.

If the owner is not the annuitant:

         o        The joint owner, if any,

         o        The beneficiary, if any,

         o        The annuitant,

         o        The joint annuitant; if any.

If the death benefit is payable to the owner's  surviving  spouse (or to a trust
for the sole benefit of such surviving spouse),

         We will  continue  this  contract  with the  owner's  spouse as the new
annuitant (if the owner was the  annuitant)  and the new owner (if  applicable),
unless such spouse selects another option as provided below.

If the death benefit is payable to someone other that the owner's surviving 
spouse,

         We will pay the  death  benefit  in a lump sum  payment  to, or for the
benefit of, such person within five years after the owner's  death,  unless such
person(s) selects another option as provided below.

In lieu of the automatic form of death benefit specified above,

         The person(s) to whom the death benefit is payable may elect to receive
it:

         o        In a lump sum; or

         o        As settlement option payments,  provided the person making the
                  election is an individual. Such payments must begin within one
                  year after the owner's death and must be in equal amounts over
                  a period of time not extending beyond the individual's life or
                  life expectancy.

         Election  of either  option must be made no later than 60 days prior to
the one-year anniversary of the owner's death. Otherwise, the death benefit will
be settled under the appropriate automatic form of benefit specified above.

If the person to whom the death  benefit is payable dies before the entire death
benefit is paid,

         We will pay the  remaining  death  benefit  in a lump sum to the  payee
named by such person or, if no payee was named, to such person's estate.

If the death benefit is payable to a non-individual (subject to the special rule
for a trust for the sole benefit of a surviving spouse),

         We will pay the death  benefit  in a lump sum within one year after the
owner's death.

If the Annuitant Dies Before the Annuity Date

         If an  owner  and an  annuitant  are not the  same  individual  and the
annuitant (or the last of joint  annuitants)  dies before the annuity date,  the
owner will become the annuitant until a new annuitant is selected.

Death after the Annuity Date

         If an owner or the annuitant  dies after the annuity date,  any amounts
payable  will  continue  to be  distributed  at least as  rapidly  as under  the
settlement and payment option then in effect on the date of death.

         Upon the owner's death after the annuity date, any remaining  ownership
rights  granted  under this  contract  will pass to the person to whom the death
benefit  would have been paid if the owner had died before the annuity  date, as
specified above.



<PAGE>


Survival Provision

         The  interest  of any person to whom the death  benefit is payable  who
dies at the time of, or within 30 days  after,  the death of the owner will also
terminate if no benefits  have been paid to such  beneficiary,  unless the owner
had given us written notice of some other arrangement.

CHARGES, FEES  AND DEDUCTIONS

         No deductions  are currently made from purchase  payments  (although we
reserve the right to charge for any applicable premium tax charges).  Therefore,
the full  amount of the  purchase  payments  are  invested in one or more of the
variable sub-accounts and/or the general account options.

Contingent Deferred Sales Load

         No deduction for sales  charges is made from  purchase  payments at the
time they are made.  However,  a contingent  deferred  sales load of up to 6% of
purchase  payments  may be imposed  on  certain  withdrawals  or  surrenders  to
partially cover certain expenses  incurred by Transamerica  relating to the sale
of the  contract,  including  commissions  paid to  salespersons,  the  costs of
preparation of sales  literature  and other  promotional  costs and  acquisition
expenses.

         The contingent  deferred sales load percentage  varies according to the
number of years between when a purchase payment was credited to the contract and
when the withdrawal is made. The amount of the contingent deferred sales load is
determined  by  multiplying  the  amount  withdrawn  subject  to the  contingent
deferred  sales  load  by the  contingent  deferred  sales  load  percentage  in
accordance with the following table. In no event shall the aggregate  contingent
deferred  sales load  assessed  against the contract  exceed 6% of the aggregate
purchase payments.
<TABLE>
<CAPTION>

Number of Years Since                                               Contingent Deferred Sales Load
contingent deferred sales load
Receipt of Purchase Payment                                   As a Percentage of Purchase  Payment

<S>                                                                             <C>
Less than one year                                                              6%
1 year but less than 2 years                                                    6%
2 years but less than 3 years                                                   5%
3 years but less than 4 years                                                   5%
4 years but less than 5 years                                                   4%
5 years but less than 6 years                                                   4%
6 years but less than 7 years                                                   2%
7 or more years                                                                 0%
</TABLE>

Free Withdrawals - Allowed Amount

         Beginning 30 days after the contract  effective date (or the end of the
free look period, if later),  the owner may make a withdrawal up to the "allowed
amount"  without  incurring a contingent  deferred sales load each contract year
before the annuity date.

         The  allowed  amount  each  contract  year is equal to 15% of the total
purchase payments received during the last seven years determined as of the last
contract  anniversary less any withdrawals  during the present contract year. In
the first contract year, the 15% will be applied to the total purchase  payments
at the time of the first withdrawal.

         Purchase  payments  held for seven full years may be withdrawn  without
charge.

         Withdrawals   will  be  made  first  from   purchase   payments   on  a
first-in/first-out  basis and then from  earnings.  The allowed  amount may vary
depending on the state of issuance. If the allowed amount is not fully withdrawn
or paid out during a contract  year, it does not carry over to the next contract
year.

Free Withdrawals - Living Benefits Rider

         When the contract is  purchased,  the owner may also elect,  in certain
states,  a Living  Benefits Rider for an additional  fee, that provides that the
contingent  deferred  sales  load will be  waived in any of the three  following
instances:

(1) if the owner  receives  extended  medical  care in a  licensed  hospital  or
nursing care facility (as defined in the  contract) for at least 60  consecutive
days,  and the request for the  withdrawal or surrender,  together with proof of
such extended  care,  is received at the Service  Center during the term of such
care or within 90 days  after the last day upon  which the owner  received  such
extended care; or

(2) if the owner receives  medically  required in-home care for at least 60 days
and such  extended  in-home  medical care is  certified  by a qualified  medical
professional  and the owner may also be  required  to submit  other  evidence as
required by Transamerica such as evidence of medicare eligibility; or

 (3) if the owner becomes  terminally  ill after the first contract year and the
terminal  illness  is  diagnosed  by a  qualified  medical  professional  and is
reasonably expected to result in death within 12 months.

Neither (1) nor (2) apply if the owner is receiving  extended  medical care in a
licensed  hospital or nursing care facility or in-home  medical care at the time
the contract is purchased.

         Transamerica  reserves the right to not accept purchase  payments after
the owner has qualified for any of these  waivers.  Owner under this rider means
either the owner or the joint owner or annuitant(s) if the contract is not owned
by an  individual.  Any  withdrawals  under this  rider on which the  contingent
deferred  sales  load is waived  will not  reduce  the  allowed  amount  for the
contract year.

Other Free Withdrawals

         In  addition,  no  contingent  deferred  sales load is  assessed:  upon
annuitization  after  the  first  contract  year  to an  option  involving  life
contingencies;  upon payment of the death benefit;  or upon transfers of account
value. Any applicable  contingent  deferred sales load will be deducted from the
amount requested for both partial withdrawals  (including  withdrawals under the
systematic  withdrawal  option or the APO) and full surrenders  unless the owner
elects to "gross-up" the amount for a partial withdrawal to cover the applicable
contingent  deferred  sales load.  The  contingent  deferred  sales load and any
premium tax charge  applicable to a withdrawal from the guarantee period account
will be deducted from the amount  withdrawn  after the interest  adjustment,  if
any, is applied and before payment is made.

Administrative Charges

         Account Fee

         At the end of each contract year before the annuity date,  Transamerica
deducts an annual account fee as partial  compensation for expenses  relating to
the issue and maintenance of the contract and the variable  account.  The annual
account  fee is equal  to the  lesser  of $30 or 2% of the  account  value.  The
account fee may be increased  upon 30 days  advance  written  notice,  but in no
event may it exceed $60 (or 2% of the account value, if less) per contract year.
If the contract is surrendered, the account fee, unless waived, will be deducted
from a full surrender  before the  application  of any continent  deferred sales
load.  The account  fee will be  deducted on a pro rata basis  (based on values)
from the account value including both the variable  sub-accounts and the general
account  options.  No interest  adjustment will be assessed on any deduction for
the account fee taken from the guarantee  period account.  The account fee for a
contract year will be waived if the account  value  exceeds  $50,000 on the last
business  day  of  that  contract  year  or as  of  the  date  the  contract  is
surrendered.

         Annuity Fee

         After the  annuity  date,  an annual  annuity  fee of $30 to help cover
processing  costs will be deducted in equal amounts from each  variable  payment
made during the year ($2.50 each month if monthly  payments).  This fee will not
be  changed  but may be  waived.  No  annuity  fee will be  deducted  from fixed
payments.

         Administrative Expense Charge

         Transamerica also makes a daily deduction (the  administrative  expense
charge) from the variable  account (both before and after the contract  date) at
an  effective  current  annual  rate of 0.15% of  assets  held in each  variable
sub-account to reimburse Transamerica for administrative expenses.  Transamerica
has the ability in most states to increase  or  decrease  this  charge,  but the
charge is  guaranteed  not to exceed  0.35%.  Transamerica  will provide 30 days
written notice of any change in fees. The administrative charges do not bear any
relationship to the actual  administrative costs of a particular  contract.  The
administrative  expense  charge is  reflected in the  variable  accumulation  or
variable annuity unit values for each variable sub-account.

Mortality and Expense Risk Charge

         Transamerica deducts a charge for bearing certain mortality and expense
risks under the contracts. This is a daily charge at an effective annual rate of
1.20% of the assets in the variable account.  Transamerica  guarantees that this
charge of 1.20% will never  increase.  The  mortality and expense risk charge is
reflected in the variable accumulation and variable annuity unit values for each
variable sub-account.

         Variable accumulated values and variable settlement option payments are
not affected by changes in actual mortality experience incurred by Transamerica.
The  mortality  risks  assumed  by  Transamerica   arise  from  its  contractual
obligations to make settlement option payments determined in accordance with the
settlement  option tables and other provisions  contained in the contract and to
pay death benefits prior to the annuity date.

         The   expense   risk   assumed  by   Transamerica   is  the  risk  that
Transamerica's  actual expenses in administering  the contracts and the variable
account  will exceed the amount  recovered  through the  administrative  expense
charge, account fees, transfer fees and any fees imposed for certain options and
services.

         If the  mortality  and  expense  risk charge is  insufficient  to cover
actual costs and risks assumed, the loss will fall on Transamerica.  Conversely,
if  this  charge  is  more  than  sufficient,  any  excess  will  be  profit  to
Transamerica. Currently, Transamerica expects a profit from this charge.

         Transamerica  anticipates that the contingent  deferred sales load will
not generate sufficient funds to pay the cost of distributing the contracts.  To
the extent that the contingent  deferred sales load is insufficient to cover the
actual  cost  of  contract  distribution,   the  deficiency  will  be  met  from
Transamerica's  general  corporate  assets  which may include  amounts,  if any,
derived from the mortality and expense risk charge.

Living Benefits Rider Fee

         If the owner  elected the Living  Benefits  Rider when the contract was
purchased,  a fee will be deducted at the end of each  contract  month while the
rider  continues  in  force.  The fee  each  month  will be 1/12 of 0.05% of the
account value at that time.  The fee is deducted from each variable  sub-account
pro  rata  based  on  the  value  in  each  variable   sub-account  through  the
cancellation of variable  accumulation units. If there is insufficient  variable
accumulated  value,  the fee will be  deducted  pro rata from the  values in the
general  account  options (any  interest  adjustment  will apply.)  Transamerica
reserves  the right to waive the interest  adjustment  for  deductions  from the
guarantee period account for this rider fee.

Premium Tax Charges

         Currently   there  is  no  charge  for   premium   taxes   except  upon
annuitization.   However,  Transamerica  may  be  required  to  pay  premium  or
retaliatory  taxes currently  ranging from 0% to 5%.  Transamerica  reserves the
right to deduct a charge for these  premium  taxes from premium  payments,  from
amounts  withdrawn,  or from amounts applied on the annuity date. In some states
and jurisdictions, charges for both direct premium taxes and retaliatory premium
taxes may be imposed  at the same or  different  times with  respect to the same
purchase payment, depending upon applicable law.

Transfer Fee

         Transamerica currently imposes a fee for each transfer in excess of the
first 18 in a single contract year. Transamerica will deduct the charge from the
amount   transferred.   This  fee  is  $10  and  will  be  used  to  help  cover
Transamerica's costs of processing transfers. Transamerica reserves the right to
waive this fee or to not count  transfers  under certain options and services as
part of the number of allowed annual transfers without charge.

Option and Service Fees

         Transamerica   reserves  the  right  to  impose   reasonable  fees  for
administrative expenses associated with processing certain options and services.
These fees  would be  deducted  from each use of the option or service  during a
contract year.

Taxes

         No charges are currently made for taxes. However, Transamerica reserves
the right to deduct charges in the future for federal, state, and local taxes or
the  economic  burden  resulting  from  the  application  of any tax  laws  that
Transamerica determines to be attributable to the contracts.

Portfolio Expenses

         The value of the assets in the variable  account  reflects the value of
portfolio  shares and therefore the fees and expenses paid by each portfolio.  A
complete description of the fees,  expenses,  and deductions from the portfolios
are found in the portfolios' prospectuses. See "The Portfolios" page 19.

Interest Adjustment

         For a  description  of the  interest  adjustment  applicable  to  early
withdrawals and transfers from the guaranteed  period account,  see "The General
Account Options -- the Guarantee Period Account" in Appendix A.

Sales in Special Situations

         Transamerica  may sell the  contracts  in special  situations  that are
expected to involve  reduced  expenses for  Transamerica.  These  instances  may
include: 1) sales in certain group arrangements, such as employee savings plans;
2) sales to current  or former  officers,  directors  and  employees  (and their
families) of Transamerica and its affiliates;  3) sales to officers,  directors,
and employees (and their  families) of the portfolios'  investment  advisers and
their  affiliates;  and 4) sales to  officers,  directors,  employees  and sales
agents (registered  representatives)  (and their families) of broker-dealers and
other financial  institutions  that have sales  agreements with  Transamerica to
sell the contracts.  In these situations,  1) the contingent deferred sales load
may  be  reduced  or  waived,  2) the  mortality  and  expense  risk  charge  or
administration  charges may be reduced or waived;  and/or 3) certain amounts may
be credited to the contract  account  value (for  examples,  amounts  related to
commissions or sales  compensation  otherwise  payable to a broker-dealer may be
credited to the contract  account value.  These reductions in fees or charges or
credits to account  value will not  unfairly  discriminate  against any contract
owner.  These  reductions  in fees or charges  or  credits to account  value are
generally  taxable and treated as purchase  payments  for purposes of income tax
and any possible premium tax charge.

SETTLEMENT OPTION  PAYMENTS

Annuity Date

         The  annuity  date is the  date  that  the  annuitization  phase of the
contract begins.  On the annuity date, we will apply the annuity amount (defined
below) to provide  payments under the settlement  option  selected by the owner.
The annuity  date is selected by the owner and may be changed  from time to time
by the owner by giving notice,  in a form and manner acceptable to Transamerica,
to the Service  Center,  provided  that notice of each change is received by the
Service Center at least thirty (30) days prior to the then-current annuity date.
The annuity date cannot be earlier than the first  contract  anniversary  except
for certain qualified contracts. The latest annuity date which may be elected is
the later of (a) the first day of the calendar month  immediately  preceding the
month of the annuitant's or joint  annuitants'  85th birthday,  or (b) the first
day  of  the  month  coinciding  with  or  next  following  the  tenth  contract
anniversary  (but in no event later than the  annuitants'  or joint  annuitants'
97th   birthday).   The  latest  allowed   annuity  date  may  vary  in  certain
jurisdictions.

         The annuity date must be the first day of a calendar  month.  The first
settlement  option  payment  will be on the first  day of the month  immediately
following the annuity date. Certain qualified contracts may have restrictions as
to the annuity date and the types of settlement options available.  See "Federal
Tax Matters," page 42.

Settlement Option Payments

         The annuity amount is the account value, less any interest  adjustment,
less any  applicable  contingent  deferred  sales load,  and less any applicable
premium tax charges.  Any  contingent  deferred sales load will be waived if the
settlement option payments involve life  contingencies and begin on or after the
first contract anniversary.

         If the  amount  of the  monthly  payment  from  the  settlement  option
selected by the owner would  result in a monthly  settlement  option  payment of
less than  $150,  or if the  annuity  amount is less than  $5,000,  Transamerica
reserves  the right to offer a less  frequent  mode of  payment  or pay the cash
surrender value in a cash payment.  Monthly  settlement option payments from the
variable  payment option will further be subject to a minimum monthly payment of
$75 from each variable sub-account from which such payments are made.

         The owner may choose from the settlement  options  below.  Transamerica
may consent to other plans of payment  before the annuity date.  For  settlement
options  involving  life  contingencies,  the  actual  age  and/or  sex  of  the
annuitant,  or a joint  annuitant  will  affect  the  amount  of  each  payment.
Sex-distinct rates generally are not allowed under certain qualified  contracts.
Transamerica reserves the right to ask for satisfactory proof of the annuitant's
(or joint  annuitant's)  age.  Transamerica may delay settlement option payments
until  satisfactory  proof is received.  Since payments to older  annuitants are
expected  to be fewer in number,  the amount of each  annuity  payment  shall be
greater for older annuitants than for younger annuitants.

         The owner may choose from the two payment options  described below. The
annuity date and settlement  options available for qualified  contracts may also
be controlled by endorsements, the plan or applicable law.

Election of Settlement Option Forms and Payment Options

         Before the annuity date,  and while the annuitant is living,  the owner
may, by written  request,  change the settlement  option or payment option.  The
request for change must be received by the Service Center at least 30 days prior
to the annuity date.

         In the event that a  settlement  option form and payment  option is not
selected  at least 30 days  before  the  annuity  date,  Transamerica  will make
settlement  option  payments in accordance with the 120 month period certain and
life settlement option and the applicable provisions of the contract.

Payment Options

         Owners may elect a fixed or a variable  payment  option,  or a
 combination  of both (in 25%  increments of
the annuity amount).

         Unless specified otherwise,  the annuity amount in the variable account
will be used to provide a variable  payment option and the amount in the general
account options will be used to provide a fixed payment  option.  In this event,
the initial  allocation of variable annuity units for the variable  sub-accounts
will be in proportion to the account value in the variable  sub-accounts  on the
annuity date.

Fixed Payment Option

         A fixed payment option provides for payments which will remain constant
pursuant  to the terms of the  settlement  option  elected.  If a fixed  payment
option is  selected,  the  portion of the annuity  amount  used to provide  that
payment  option  will  be   transferred   to  the  general   account  assets  of
Transamerica,  and the  amount  of  payments  will be  established  by the fixed
settlement  option  selected  and the age and  sex (if  sex-distinct  rates  are
allowed by law) of the annuitant(s) and will not reflect  investment  experience
after the annuity date. The fixed payment amounts are determined by applying the
fixed  settlement  option purchase rate specified in the contract to the portion
of the annuity amount applied to the payment option. Payments may vary after the
death of an annuitant under some options;  the amounts of variances are fixed on
the annuity date.

Variable Payment Option

         A variable  payment  option  provides for payments  that vary in dollar
amount,   based  on  the  investment   performance  of  the  selected   variable
sub-account(s).  The  variable  settlement  option  purchase  rate tables in the
contract  reflect an assumed  annual  interest  rate of 4%, so if the actual net
investment performance of the variable  sub-account(s) is less than 4%, then the
dollar amount of the actual payments will decrease. If the actual net investment
performance  of the variable  sub-account(s)  is higher than 4%, then the dollar
amount of the actual payments will increase.  If the net investment  performance
exactly equals the 4% rate,  then the dollar amount of the actual  payments will
remain constant. Transamerica may offer other assumed annual interest rates.

         Variable payments will be based on the variable  sub-accounts  selected
by the owner, and on the allocations among the variable sub-accounts.
         For further details as to the determination of variable  payments,  see
the Statement of Additional Information.

Settlement Option Forms

         The owner may  choose  any of the  settlement  option  forms  described
below.  Subject  to  approval  by  Transamerica,  the owner may select any other
settlement option form then being offered by Transamerica.

         (1)  Life  Annuity.  Payments  start  on the  first  day  of the  month
immediately following the annuity date, if the annuitant is living. Payments end
with the  payment  due just  before  the  annuitant's  death.  There is no death
benefit. It is possible that no payment will be made if the annuitant dies after
the annuity date but before the first  payment is due;  only one payment will be
made if the annuitant dies before the second payment is due, and so forth.

         (2) Life and Contingent Annuity. Payments start on the first day of the
month  immediately  following  the annuity  date,  if the  annuitant  is living.
Payments will continue for as long as the annuitant  lives.  After the annuitant
dies,  payments  will be made to the  contingent  annuitant,  for as long as the
contingent  annuitant lives. The continued payments can be in the same amount as
the original payments,  or in an amount equal to one-half or two-thirds thereof.
Payments  will end with the payment due just before the death of the  contingent
annuitant. There is no death benefit after both die. If the contingent annuitant
does not  survive  the  annuitant,  payments  will end with the payment due just
before the death of the  annuitant.  It is possible that no payments or very few
payments will be made, if the  annuitant  and  contingent  annuitant die shortly
after the annuity date.

         The  written  request  for this  form  must:  (a)  name the  contingent
annuitant;  and (b)  state  the  percentage  of  payments  to be made  after the
annuitant  dies.  Once payments  start under this  settlement  option form,  the
person named as contingent  annuitant for purposes of being the measuring  life,
may not be changed. Transamerica will require proof of age for the annuitant and
for the contingent annuitant before payments start.

         (3) Life Annuity With Period  Certain.  Payments start on the first day
of the month immediately following the annuity date, if the annuitant is living.
Payments  will be made for the longer of: (a) the  annuitant's  life; or (b) the
period certain. The period certain may be 120 or 180 or 240 months.

         If the annuitant  dies after all payments have been made for the period
certain,  payments  will cease with the payment due just before the  annuitant's
death. No benefit will then be payable to the beneficiary.

         If the annuitant dies during the period certain, the rest of the period
certain  payments  will be made to the  beneficiary,  unless the owner  provides
otherwise.

         The written  request for this form must:  (a) state  the length of the
 period  certain;  and  (b) name the
beneficiary.

         (4) Joint and Survivor  Annuity.  Payments will be made starting on the
first day of the month  immediately  following  the annuity  date, if and for as
long as the  annuitant and joint  annuitant  are living.  After the annuitant or
joint annuitant dies,  payments will continue for so long as the survivor lives.
Payments  end with the payment due just  before the death of the  survivor.  The
continued payments can be in the same amount as the original payments,  or in an
amount equal to one-half or two-thirds  thereof. It is possible that no payments
or very few  payments  will be made under this form if the  annuitant  and joint
annuitant both die shortly after the annuity date.

         The written  request for this form must: (a) name the joint  annuitant;
and (b) state the  percentage  of continued  payments to be made after the first
death.  Once payments start under this settlement  option form, the person named
as joint  annuitant,  for the purpose of being the  measuring  life,  may not be
changed.  Transamerica  will  need  proof  of age for the  annuitant  and  joint
annuitant before payments start.

         (5) Other  Forms of  Payment.  Benefits  can be  provided  under  other
settlement  options not  described  in this  section  subject to  Transamerica's
agreement and any applicable  state or federal law or  regulation.  Requests for
any other  settlement  option must be made in writing to the  Service  Center at
least 30 days before the annuity date.

         After the annuity  date,  (a) no changes can be made in the  settlement
option and payment option;  (b) no additional  purchase payment will be accepted
under the contract; and (c) no further withdrawals will be allowed.

         The  owner of a  non-qualified  contract  may,  at any time  after  the
annuity date by written notice to us at the Service Center,  change the payee of
benefits  being  provided  under the contract.  The effective  date of change in
payee will be the latter of: (a) the date we receive  the  written  request  for
such change;  or (b) the date  specified by the owner.  The owner of a qualified
contract may not change payees, except as permitted by the plan,  arrangement or
federal law.

FEDERAL TAX MATTERS

Introduction

         The  following  discussion  is a general  description  of  federal  tax
considerations  relating to the contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the  situations  in  which  a  person  may  be  entitled  to or  may  receive  a
distribution   under  the  contract.   Any  person  concerned  about  these  tax
implications  should  consult a competent  tax  adviser  before  initiating  any
transaction.  This discussion is based upon Transamerica's  understanding of the
present  federal  income  tax  laws as they  are  currently  interpreted  by the
Internal Revenue Service ("IRS"). No representation is made as to the likelihood
of the  continuation  of the present  federal  income tax laws or of the current
interpretation  by the IRS.  Moreover,  no attempt has been made to consider any
applicable state or other tax laws.

         The  contract  may  be   purchased   on  a  non-tax   qualified   basis
("non-qualified  contract") or purchased  and used in  connection  with plans or
arrangements  qualifying  for  special  tax  treatment  ("qualified  contract").
Qualified   contracts  are  designed  for  use  in  connection   with  plans  or
arrangements  entitled  to special  income tax  treatment  under  Sections  401,
403(b), 408 and 408A of the Code. The ultimate effect of federal income taxes on
the amounts held under a contract,  on settlement  option  payments,  and on the
economic benefit to the owner,  the annuitant,  or the beneficiary may depend on
the type of retirement  plan or arrangement for which the contract is purchased,
on  the  tax  and  employment  status  of  the  individual  concerned,   and  on
Transamerica's tax status. In addition,  certain  requirements must be satisfied
in purchasing a qualified contract with proceeds from a tax qualified retirement
plan or arrangement  and receiving  distributions  from a qualified  contract in
order to continue receiving  favorable tax treatment.  Therefore,  purchasers of
qualified  contracts  should seek competent  legal and tax advice  regarding the
suitability of the contract for their  situation,  the applicable  requirements,
and the tax treatment of the rights and benefits of the contract.  The following
discussion is based on the assumption that the contract  qualifies as an annuity
for federal income tax purposes and that all purchase payments made to qualified
contracts  are in  compliance  with  all  requirements  under  the  Code and the
specific retirement plan or arrangement.

Purchase Payments

         At the  time the  initial  purchase  payment  is  paid,  a  prospective
purchaser must specify whether he or she is purchasing a non-qualified  contract
or a qualified  contract.  If the initial  purchase  payment is derived  from an
exchange,  transfer,  conversion  or  surrender  of  another  annuity  contract,
Transamerica may require that the prospective purchaser provide information with
regard to the  federal  income  tax  status of the  previous  annuity  contract.
Transamerica  will  require  that persons  purchase  separate  contracts if they
desire to invest monies qualifying for different annuity tax treatment under the
Code.  Each such separate  contract would require the minimum  initial  purchase
payment previously described. Additional purchase payments under a contract must
qualify  for the same  federal  income tax  treatment  as the  initial  purchase
payment under the contract.  Transamerica will not accept an additional purchase
payment  under a contract if the federal  income tax  treatment of such purchase
payment would be different from that of the initial purchase payment.

Taxation of Annuities

         In General

         Section  72 of the Code  governs  taxation  of  annuities  in  general.
Transamerica  believes  that an owner who is a natural  person  generally is not
taxed on  increases  in the value of a  contract  until  distribution  occurs by
withdrawing  all or part of the account value (e.g.,  withdrawals  or settlement
option  payments).  For this purpose,  the assignment,  pledge,  or agreement to
assign  or  pledge  any  portion  of the  account  value  (and in the  case of a
qualified  contract,  any portion of an interest in the plan)  generally will be
treated as a  distribution.  The taxable portion of a distribution is taxable as
ordinary income.

         The owner of any contract who is not a natural  person  generally  must
include  in income any  increase  in the  excess of the  account  value over the
"investment in the contract"  (discussed  below) during the taxable year.  There
are some  exceptions to this rule and a prospective  owner that is not a natural
person should discuss these with a competent tax adviser.

         The following  discussion  generally  applies to a contract  owned by a
natural person.

         Withdrawals


         With respect to non-qualified contracts, partial withdrawals (including
withdrawals  under the systematic  withdrawal  option) are generally  treated as
taxable  income to the extent  that the  account  value  immediately  before the
withdrawal   exceeds  the  "investment  in  the  contract"  at  that  time.  The
"investment  in the  contract"  generally  equals the  amount of  non-deductible
purchase payments made.

         In  the  case  of a  withdrawal  from  qualified  contracts  (including
withdrawals  under the  systematic  withdrawal  option or the  automatic  payout
option), a ratable portion of the amount received is taxable, generally based on
the ratio of the "investment in the contract" to the individual's  total accrued
benefit  under  the  retirement  plan or  arrangement.  The  "investment  in the
contract"  generally equals the amount of non-deductible  purchase payments made
by or on  behalf  of  any  individual.  For  certain  qualified  contracts,  the
"investment  in the  contract"  can be zero.  Special  tax rules  applicable  to
certain  distributions  from  qualified  contracts  are discussed  below,  under
"Qualified Contracts."


<PAGE>


         If a partial withdrawal from the guarantee period account is subject to
an interest adjustment, the account value immediately before the withdrawal will
not be altered to take into account the interest  adjustment.  As a result,  for
purposes of determining the taxable portion of a partial withdrawal, the account
value will be treated as including the amount deducted from the guarantee period
account due to the interest adjustment.

         Full  surrenders  are treated as taxable  income to the extent that the
amount received exceeds the "investment in the contract."

         Settlement  Option Payments

         Although the tax  consequences  may vary  depending  on the  settlement
option elected under the contract,  in general a ratable portion of each payment
that represents the amount by which the account value exceeds the "investment in
the  contract"  will be taxed  based  on the  ratio  of the  "investment  in the
contract" to the total benefit  payable;  after the "investment in the contract"
is recovered,  the full amount of any additional  settlement  option payments is
taxable.

         For variable payments,  the taxable portion is generally  determined by
an equation 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. However, the entire
distribution  will be taxable once the recipient has recovered the dollar amount
of his or her "investment in the contract."

         For fixed  payments,  in general there is no tax on the portion of each
payment which  represents  the same ratio that the  "investment in the contract"
bears to the  total  expected  value  of the  payments  for the  term  selected;
however,  the remainder of each settlement  option payment is taxable.  Once the
"investment  in the contract" has been fully  recovered,  the full amount of any
additional  settlement option payments is taxable. If settlement option payments
cease  as a  result  of  an  annuitant's  death  before  full  recovery  of  the
"investment  in  the  contract,"  consult  a  competent  tax  adviser  regarding
deductibility of the unrecovered amount.

         Withholding

         The Code  requires  Transamerica  to withhold  federal  income tax from
withdrawals.  However,  except for certain qualified contracts, an owner will be
entitled to elect, in writing,  not to have tax withholding  apply.  Withholding
applies to the portion of the  distribution  which is  includible  in income and
subject to federal income tax. The federal income tax  withholding  rate is 10%,
or 20% in the case of certain  qualified  plans,  of the  taxable  amount of the
distribution. Withholding applies only if the taxable amount of the distribution
is at least $200. Some states also require withholding for state income taxes.

         The withholding  rate varies  according to the type of distribution and
the Owner's tax status.  "Eligible rollover  distributions"  from Section 401(a)
plans and  Section  403(b) tax  sheltered  annuities  are  subject to  mandatory
federal  income  tax  withholding  at the  rate of  20%.  An  eligible  rollover
distribution is the taxable portion of any distribution from such a plan, except
for certain  distributions  or  settlement  option  payments made in a specified
form.  The 20%  mandatory  withholding  does not  apply,  however,  if the Owner
chooses a "direct rollover" from the plan to another tax-qualified plan or to an
IRA.

         The federal income tax withholding rate for a distribution  that is not
an  "eligible  rollover  distribution"  is  10%  of the  taxable  amount  of the
distribution.



<PAGE>


         Penalty Tax

         There may be imposed a federal  income tax penalty  equal to 10% of the
amount treated as taxable income. In general,  however,  there is no penalty tax
on  distributions:  (1) made on or after the date on which the owner attains age
59 1/2;  (2)  made as a  result  of death or  disability  of the  owner;  or (3)
received in substantially  equal periodic  payments as a life annuity or a joint
and survivor annuity for the life(ves) or life  expectancy(ies) of the owner and
a  "designated  beneficiary."  Other  exceptions to the tax penalty may apply to
certain distributions from a qualified contract.

         Taxation of Death Benefit Proceeds

         Amounts may be distributed from the contract because of the death of an
owner.  Generally  such amounts are includible 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 as described  above,  or (2) if distributed  under a settlement
option,  they are taxed in the same manner as  settlement  option  payments,  as
described  above.  For these  purposes,  the  investment  in the contract is not
affected by the owner's death.  That is, the investment in the contract  remains
the  amount of any  purchase  payments  paid which are not  excluded  from gross
income.

         Transfers, Assignments, or Exchanges of the Contract

         For non-qualified contracts, a transfer of ownership of a contract, the
designation of an annuitant,  payee,  or other  beneficiary  who is not also the
owner,  or the exchange of a contract may result in certain tax  consequences to
the  owner  that  are not  discussed  herein.  An owner  contemplating  any such
designation,  transfer,  assignment,  or exchange should contact a competent tax
adviser  with  respect  to the  potential  tax  effects  of such a  transaction.
Qualified  contracts may not be assigned or transferred,  except as permitted by
the Code or the Employee Retirement Income Security Act of 1974 (ERISA).

         Multiple Contracts

         All deferred  non-qualified  contracts that are issued by  Transamerica
(or its  affiliates)  to the same owner during any calendar  year are treated as
one contract for purposes of determining  the amount  includible in gross income
under  Section  72(e) of the Code.  In  addition,  the Treasury  Department  has
specific  authority to issue  regulations  that prevent the avoidance of Section
72(e) through the serial  purchase of contracts or otherwise.  Congress has also
indicated  that  the  Treasury  Department  may  have  authority  to  treat  the
combination  purchase of an immediate  annuity  contract  and separate  deferred
annuity  contracts as a single annuity  contract under its general  authority to
prescribe rules as may be necessary to enforce the income tax laws.

Qualified Contracts

         In General

         The  qualified  contracts  are designed  for use with several  types of
retirement plans and arrangements.  The tax rules applicable to participants and
beneficiaries in retirement plans or arrangements  vary according to the type of
plan and the terms and  conditions  of the plan.  Special tax  treatment  may be
available  for certain types of  contributions  and  distributions.  Adverse tax
consequences  may  result  from  contributions  in excess of  specified  limits;
distributions prior to age 59 1/2 (subject to certain 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.

         We make no attempt to provide more than general  information  about use
of the  contracts  with  the  various  types of  retirement  plans.  Owners  and
participants  under retirement  plans, as well as annuitants and  beneficiaries,
are  cautioned  that the rights of any person to any  benefits  under  qualified
contracts may be subject to the terms and  conditions  of the plans  themselves,
regardless  of  the  terms  and  conditions  of  the  contract   (including  any
endorsements)  issued in connection with such a plan. Some retirement  plans are
subject to distribution and other  requirements that are not incorporated in the
administration  of the contracts.  Owners are responsible  for determining  that
contributions  and other  transactions  with  respect to the  contracts  satisfy
applicable law.  Purchasers of contracts for use with any retirement plan should
consult their legal counsel and tax adviser  regarding  the  suitability  of the
contract.

         For qualified plans under Section 401(a),  403(a) and 403(b),  the Code
requires that  distributions  generally must commence no later than the later of
April 1 of the calendar year  following the calendar year in which the Owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires,  and must be made in a
specified  form or manner.  If the plan  participant  is a "5 percent owner" (as
defined in the Code),  distributions  generally must begin no later than April 1
of the calendar  year  following  the calendar  year in which the Owner (or plan
participant) reach age 70 1/2. For IRAs described in Section 408,  distributions
generally  must commence no later than the later of April 1 of the calendar year
following the calendar year in which the Owner (or plan participant) reaches age
70 1/2.  Roth IRAs under Section 408A do not require  distributions  at any time
prior to the Owner's death.

         Qualified Pension and Profit Sharing Plans

         Section 401(a) of the Code permits employers to establish various types
of retirement plans for employees. Such retirement plans may permit the purchase
of the contract in order to provide retirement savings under the plans.  Adverse
tax  consequences  to the plan, to the participant or to both may result if this
contract is  assigned or  transferred  to any  individual  as a means to provide
benefits payments.  Purchasers of a contract for use with such plans should seek
competent  advice  regarding the  suitability of the proposed plan documents and
the contract to their specific needs.

    Individual Retirement Annuities, Simplified Employee Plans and Roth IRAs

         The sale of a  contract  for use with any IRA may be subject to special
disclosure  requirements  of  the  Internal  Revenue  Service.  Purchasers  of a
contract  for use with  IRAs  will be  provided  with  supplemental  information
required by the  Internal  Revenue  Service or other  appropriate  agency.  Such
purchasers  will have the right to revoke  their  purchase  within 7 days of the
earlier of the  establishment  of the IRA or their purchase.  Purchasers  should
seek competent advice as to the suitability of the contract for use with IRAs.

         The  contract  is  also   designed  for  use  with  IRA  rollovers  and
contributory  IRA's.  A  contributory  IRA is a contract  to which  initial  and
subsequent  purchase  payments are subject to  limitations  imposed by the Code.
Section  408 of the  Code  permits  eligible  individuals  to  contribute  to an
individual  retirement  program  known as an  Individual  Retirement  Annuity or
Individual  Retirement Account (each hereinafter referred to as an "IRA"). Also,
distributions  from certain other types of qualified  plans may be "rolled over"
on a tax-deferred basis into an IRA.


         Earnings in an IRA are not taxed until distribution.  IRA contributions
are  limited  each  year  to the  lesser  of  $2,000  or  100%  of  the  Owner's
compensation  (including earned income as defined in Code Section 401(c)(2)) and
may be deductible  in whole or in part  depending on the  individual's  adjusted
gross  income  and  whether  or not  the  individual  is  considered  an  active
participant in a qualified  plan. The limit on the amount  contributed to an IRA
does not apply to distributions from certain other types of qualified plans that
are "rolled over" on a tax-deferred basis into an IRA. Amounts in the IRA (other
than  nondeductible  contributions)  are taxed  when  distributed  from the IRA.
Distributions  prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.

         Eligible  employers  that meet  specified  criteria  under Code Section
408(k) could establish  simplified  employee  pension plans (SEP/IRAs) for their
employees using IRAs. Employer  contributions that may be made to such plans are
larger than the amounts  that may be  contributed  to regular  IRAs,  and may be
deductible  to the employer.  SEP/IRAs are subject to certain Code  requirements
regarding participation and amounts of contributions.


The contract may also be used for Roth IRA  conversions  and  contributory  Roth
IRAs.  A  contributory  Roth IRA is a contract to which  initial and  subsequent
purchase payments are subject to limitations  imposed by the Code.  Section 408A
of  the  Code  permits  eligible  individuals  to  contribute  to an  individual
retirement  program known as a Roth IRA on a non-deductible  basis. In addition,
distributions from a non-Roth IRA may be converted to a Roth IRA. A non-Roth IRA
is an individual  retirement  account or annuity  described in section 408(a) or
408(b), other than a Roth IRA. You should consult a tax adviser before combining
any converted amounts with any other Roth IRA contributions, including any other
conversion amounts from other tax years. Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed contributions to
the Roth IRA, income tax and a 10% penalty tax may apply to  distributions  made
(1) before age 59 1/2  (subject  to certain  exceptions)  or (2) during the five
taxable years starting with the year in which the first  contribution is made to
the Roth IRA.  Purchasers  should seek competent advice as to the suitability of
the contract for use with Roth IRAs.

         Tax Sheltered Annuities

         Under Code Section  403(b),  payments made by public school systems and
certain  tax  exempt  organizations  to  purchase  annuity  contracts  for their
employees  are  excludable  from the gross  income of the  employee,  subject to
certain limitations.  However,  these payments may be subject to Social Security
and Medicare (FICA) taxes.

         Code Section  403(b)(11)  restricts the distribution under Code Section
403(b) annuity contracts of: (1) elective  contributions made in years beginning
after December 31, 1988; (2) earnings on those  contributions;  and (3) earnings
in such years on amounts held as of the last year  beginning  before  January 1,
1989.  Distribution  of those amounts may only occur upon death of the employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.

         Pre-1989  contributions  and earnings through December 31, 1989 are not
subject to the restrictions  described above.  However,  funds  transferred to a
qualified contract from a Section 403(b)(7) custodial account will be subject to
the restrictions.

         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.  A qualified
contract  will be amended as  necessary  to conform to the  requirements  of the
Code.

Taxation of Transamerica

         Transamerica  is  taxed as a life  insurance  company  under  Part I of
Subchapter L of the Code.  Since the variable  account is not an entity separate
from Transamerica,  and its operations form a part of Transamerica,  it will not
be taxed  separately as a "regulated  investment  company" under Subchapter M of
the Code. Investment income and realized capital gains are automatically applied
to increase reserves under the contracts. Under existing federal income tax law,
Transamerica  believes that the variable account  investment income and realized
net capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the contracts.

         Accordingly,  Transamerica  does not anticipate  that it will incur any
federal  income  tax  liability   attributable  to  the  variable  account  and,
therefore,  Transamerica  does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
Transamerica  being  taxed on  income  or  gains  attributable  to the  variable
account,  then  Transamerica  may impose a charge  against the variable  account
(with respect to some or all contracts) in order to set aside  provisions to pay
such taxes.

Tax Status of the Contract

         Diversification Requirements

           Section   817(h)  of  the  Code   requires   that  with   respect  to
non-qualified  contracts,  the  investments  of the  portfolios  be  "adequately
diversified" in accordance with Treasury  regulations in order for the contracts
to qualify as annuity  contracts  under  federal tax law. The variable  account,
through the portfolios,  intends to comply with the diversification requirements
prescribed  by  the  Treasury  in  Reg.  Sec.  1.817-5,  which  affect  how  the
portfolios' assets may be invested.

         In certain  circumstances,  owners of variable annuity 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 contract owner's gross income.  The IRS has stated in published rulings
that a variable  contract owner will be considered the owner of separate account
assets if the contract owner  possesses  incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also  announced,  in connection  with the issuance of regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances in which investor control for the investments of a
segregated asset account may cause the investor (i.e.,  the owner),  rather than
the insurance company, to be treated as the owner of the assets in the account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to particular  Sub-Accounts  without being treated as owners of the
underlying assets."

         The  ownership  rights under the contract are similar to, but different
in certain  respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.  For
example, the owner has additional flexibility in allocating premium payments and
account values.  These differences could result in an owner being treated as the
owner of a pro rata portion of the assets of the variable account.  In addition,
Transamerica  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.  Transamerica  therefore  reserves  the right to modify the  contract  as
necessary  to attempt to prevent an owner from being  considered  the owner of a
pro rata share of the assets of the variable account.

         Required Distributions

         In order to be treated as an annuity  contract  for federal  income tax
purposes,  section  72(s) of the Code  requires  any  non-qualified  contract to
provide that (a) if any owner dies on or after the annuity 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  being used as of the date of that owner's death; and (b)
if any owner dies prior to the annuity date, the entire interest in the contract
will be distributed within five years after the date of the owner's death. These
requirements  will be  considered  satisfied  as to any  portion of the  owner's
interest  which is payable to or for the benefit of a  "designated  beneficiary"
and which is distributed over the life of such "designated  beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary,  provided
that such distributions  begin within one year of the owner's death. The owner's
"designated  beneficiary" refers to a natural person designated by such owner as
a beneficiary  and to whom ownership of the contract  passes by reason of death.
However, if the owner's "designated  beneficiary" is the surviving spouse of the
deceased owner,  the contract may be continued with the surviving  spouse as the
new owner.

         The non-qualified  contracts  contain  provisions which are intended to
comply  with  the  requirements  of  Section  72(s)  of the  Code,  although  no
regulations interpreting these requirements have yet been issued. All provisions
in the contract will be interpreted to maintain such tax  qualification.  We may
make changes in order to maintain this  qualification or to conform the contract
to any applicable changes in the tax qualification requirements. We will provide
you with a copy of any changes made to the contract.

Possible Changes in Taxation

         Legislation has been proposed in 1998 that, if enacted, would adversely
modify the federal  taxation of certain  insurance  and annuity  contracts.  For
example,  one proposal  would tax  transfers  among  investment  options and tax
exchanges  involving  variable  contracts.  A second  proposal  would reduce the
"investment in the contract" under cash value life insurance and certain annuity
contracts  by  certain  amounts,  thereby  increasing  the  amount of income for
purposes of computing  gain.  Although the likelihood of there being any changes
is  uncertain,  there is always the  possibility  that the tax  treatment of the
Contracts could be changed by legislation or other means.  Moreover,  it is also
possible that any change could be retroactive  (that is,  effective prior to the
date  of  the  change).  You  should  consult  a tax  adviser  with  respect  to
legislative developments and their effect on the Contract.

Other Tax Consequences

         As noted above,  the  foregoing  discussion  of the federal  income tax
consequences  is not  exhaustive  and special rules are provided with respect to
other tax  situations  not discussed in this  prospectus.  Further,  the federal
income tax consequences discussed herein reflect Transamerica's understanding of
current law and the law may change. Federal estate and gift tax consequences and
state and local estate, inheritance,  and other tax consequences of ownership or
receipt  of   distributions   under  the  contract   depend  on  the  individual
circumstances  of each owner or recipient of the  distribution.  A competent tax
adviser should be consulted for further information.

PERFORMANCE DATA

         From time to time, Transamerica may advertise yields and average annual
total  returns for the  variable  sub-accounts.  In addition,  Transamerica  may
advertise the effective  yield of the money market variable  sub-account.  These
figures will be based on historical information and are not intended to indicate
future performance.

         The  yield of the  money  market  variable  sub-account  refers  to the
annualized income generated by an investment in that variable sub-account over a
specified  seven-day period. The yield is calculated by assuming that the income
generated for that seven-day  period is generated  each seven-day  period over a
52-week  period and is shown as a percentage  of the  investment.  The effective
yield is  calculated  similarly  but, when  annualized,  the income earned by an
investment  in that  variable  sub-account  is  assumed  to be  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect of this assumed reinvestment.

         The  yield of a  variable  sub-account  (other  than the  money  market
variable sub-account) refers to the annualized income generated by an investment
in the variable  sub-account over a specified  thirty-day  period.  The yield is
calculated by assuming that the income  generated by the investment  during that
thirty-day period is generated each thirty-day period over a twelve-month period
and is shown as a percentage of the investment.

         The yield  calculations  do not  reflect  the effect of any  contingent
deferred  sales load or premium  taxes that may be  applicable  to a  particular
contract. To the extent that the contingent deferred sales load or premium taxes
are  applicable  to a particular  contract,  the yield of that  contract will be
reduced. For additional  information regarding yields and total returns,  please
refer to the Statement of Additional Information.

         The average  annual  total return of a variable  sub-account  refers to
return  quotations  assuming  an  investment  has  been  held  in  the  variable
sub-account for various periods of time including,  but not limited to, a period
measured from the date the variable  sub-account  commenced  operations.  When a
variable sub-account has been in operation for 1, 5, and 10 years, respectively,
the average annual total return for these periods will be provided.  The average
annual total return  quotations  will  represent the average  annual  compounded
rates of  return  that  would  equate  an  initial  investment  of $1,000 to the
redemption  value of that investment  (including the deduction of any applicable
contingent  deferred sales load but excluding deduction of any premium taxes) as
of the last day of each of the  periods for which total  return  quotations  are
provided.

         Performance  information for any variable sub-account reflects only the
performance of a hypothetical contract under which account value is allocated to
a variable sub-account during a particular time period on which the calculations
are  based.  Performance  information  should  be  considered  in  light  of the
investment  objectives  and policies and  characteristics  of the  portfolios in
which the variable  sub-account  invests,  and the market  conditions during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.  For a  description  of the methods used to determine
yield and total returns, see the Statement of Additional Information.

         Reports and promotional  literature may also contain other  information
including (1) the ranking of any variable  sub-account  derived from rankings of
variable  annuity  separate  accounts or their  investment  products  tracked by
Lipper  Analytical  Services,  Inc.,  VARDS,  IBC/Donoghue's  Money Fund Report,
Financial Planning  Magazine,  Money Magazine,  Bank Rate Monitor,  Standard and
Poor's  Indices,  Dow  Jones  Industrial  Average,  and other  rating  services,
companies,  publications,  or other persons who rank separate  accounts or other
investment products on overall performance or other criteria, and (2) the effect
of tax deferred  compounding  on variable  sub-account  investment  returns,  or
returns in general,  which may be illustrated by graphs,  charts,  or otherwise,
and which may include a  comparison,  at various  points in time,  of the return
from an investment in a contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a currently taxable basis.
Other ranking services and indices may be used.

         In its advertisements  and sales literature,  Transamerica may discuss,
and may illustrate by graphs,  charts, or otherwise,  the implications of longer
life  expectancy  for retirement  planning,  the tax and other  consequences  of
long-term  investment in the contract,  the effects of the  contract's  lifetime
payout options,  and the operation of certain special investment features of the
contract -- such as the dollar cost averaging  option.  Transamerica may explain
and depict in  charts,  or other  graphics,  the  effects of certain  investment
strategies,  such as allocating  purchase  payments  between the general account
options and a variable  sub-account.  Transamerica  may also  discuss the Social
Security system and its projected  payout levels and retirement plans generally,
using graphs, charts and other illustrations.

         Transamerica  may from time to time also disclose  average annual total
return in non-standard formats and cumulative  (non-annualized) total return for
the variable  sub-accounts.  The  non-standard  average  annual total return and
cumulative  total return will assume that no contingent  deferred  sales load is
applicable.  Transamerica  may from time to time also disclose  yield,  standard
total  returns,   and  non-standard  total  returns  for  any  or  all  variable
sub-accounts.
         All  non-standard  performance  data  will  only  be  disclosed  if the
standard  performance  data  is  also  disclosed.   For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.

         Transamerica  may also advertise  performance  figures for the variable
sub-accounts  based  on the  performance  of a  portfolio  prior to the time the
variable account commenced operations.

DISTRIBUTION OF THE CONTRACT

         Transamerica  Securities  Sales  Corporation  ("TSSC") is the principal
underwriter of the contracts under a Distribution  Agreement with  Transamerica.
TSSC may also serve as an underwriter and distributor of other contracts  issued
through the variable account and certain other separate accounts of Transamerica
and affiliates of Transamerica.  TSSC is an indirect wholly-owned  subsidiary of
Transamerica   Corporation.   TSSC  is  registered  with  the  Commission  as  a
broker/dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Its principal offices are located at 1150 South Olive Street, Los
Angeles,   California   90015.   TSSC  may  enter  into  sales  agreements  with
broker/dealers  to solicit  applications  for the contracts  through  registered
representatives  who are  licensed to sell  securities  and  variable  insurance
products.

         Under the Sales Agreements,  TSSC will pay broker-dealers  compensation
based on a percentage of each purchase  payment.  The percentage may be up to 6%
and  in  certain  situations   additional  amounts  for  marketing   allowances,
production  bonuses,  service fees,  sales awards and meetings,  and asset based
trailer commissions may be paid.

PREPARING FOR YEAR 2000

         As a result of computer  systems that may  recognize a date of 12/31/00
as the year 1900 rather than the year 2000,  disruptions of business  activities
may occur with the year 2000. In response,  Transamerica  established  in 1997 a
"Y2K"  committee to address this issue.  With regard to the systems and software
which  administer and affect the contracts,  Transamerica has determined that is
own internal  systems will be Year 2000  compliant.  Additionally,  Transamerica
requires  any third party  vendor  which  supplies  software  or  administrative
services to Transamerica in connection with the administration of the contracts,
to  certify  that the  software  or  services  will be Year 2000  compliant.  In
determining the variable accumulation unit values for each variable sub-account,
Transamerica  is reliant upon  information  received from the  portfolios and is
confirming  that  Year  2000  issues  will  not  interfere  with  this  flow  of
information.  As of the  date of this  prospectus,  it is not  anticipated  that
contract owners will experience negative affects on their investment,  or on the
services  received in connection with their contracts,  as a result of Year 2000
issues.  However,  especially  when taking into account  interaction  with other
systems,  it is  difficult  to  predict  with  precision  that  there will be no
disruption of service connection with the year 2000.

LEGAL PROCEEDINGS

         There is no pending,  material legal proceeding  affecting the variable
account.  Transamerica is involved in various kinds of routine litigation which,
in  management's  judgment,  are not of material  importance  to  Transamerica's
assets or to the variable account.

LEGAL MATTERS

         Advice  regarding  certain legal matters  concerning the federal
 securities  laws applicable to the issue
and  sale  of  the  contract  has  been  provided  by  Sutherland,  Asbill 
 &  Brennan  LLP.  The  organization  of
Transamerica,  its  authority to issue the  contract and the validity of the
form of the contract  have been passed
upon by James W. Dederer, General Counsel and Secretary of Transamerica.
ACCOUNTANTS

         The consolidated  financial  statements of Transamerica for each of the
three years in the period ended December 31, 1997,  have been audited by Ernst &
Young LLP, Independent  Auditors, as set forth in their reports appearing in the
Statement of  Additional  Information,  and are  included in reliance  upon such
reports  given upon the  authority  of such firm as experts  in  accounting  and
auditing.  There are no audited  financial  statements for the variable  account
since it had not commenced operations as of the date of this prospectus.

VOTING RIGHTS

         To the extent required by applicable law, all portfolio  shares held in
the  variable  account  will be voted by  Transamerica  at regular  and  special
shareholder meetings of the respective portfolio in accordance with instructions
received from persons  having  voting  interests in the  corresponding  variable
sub-account.  If, however,  the 1940 Act or any regulation  thereunder should be
amended,  or  if  the  present  interpretation  thereof  should  change,  or  if
Transamerica  determines that it is allowed to vote all portfolio  shares in its
own right, Transamerica may elect to do so.

         The person with the voting  interest is the owner.  The number of votes
which are available to an owner will be calculated  separately for each variable
sub-account. Before the annuity date, that number will be determined by applying
his or her percentage interest,  if any, in a particular variable sub-account to
the total number of votes attributable to that variable  sub-account.  The owner
holds a voting interest in each variable  sub-account to which the account value
is  allocated.  After  the  annuity  date,  the  number  of votes  decreases  as
settlement  option  payments  are  made  and as the  reserves  for the  contract
decrease.

         The number of votes of a portfolio  will be  determined  as of the date
coinciding  with  the  date   established  by  that  portfolio  for  determining
shareholders  eligible  to  vote  at  the  meeting  of  the  portfolios.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the respective portfolios.

         Shares as to which no timely  instructions are received and shares held
by Transamerica as to which owners have no beneficial  interest will be voted in
proportion  to the voting  instructions  which are received  with respect to all
contracts  participating  in the variable  sub-account.  Voting  instructions to
abstain on any item to be voted upon will be applied on a pro rata basis.

         Each  person  or  entity  having  a  voting   interest  in  a  variable
sub-account will receive proxy material,  reports and other material relating to
the appropriate portfolio.

         It should be noted that generally the portfolios are not required,  and
do not intend, to hold annual or other regular meetings of shareholders.

AVAILABLE INFORMATION

         Transamerica  has filed a  registration  statement  (the  "Registration
Statement")  with the  Securities  and  Exchange  Commission  under the 1933 Act
relating to the contract  offered by this  prospectus.  This prospectus has been
filed as a part of the  Registration  Statement  and does not contain all of the
information set forth in the Registration  Statement and exhibits  thereto,  and
reference is hereby made to such Registration Statement and exhibits for further
information  relating to Transamerica and the contract.  Statements contained in
this prospectus,  as to the content of the contract and other legal instruments,
are summaries. For a complete statement of the terms thereof,  reference is made
to the  instruments  filed  as  exhibits  to  the  Registration  Statement.  The
Registration  Statement and the exhibits  thereto may be inspected and copied at
the office of the  Commission,  located at 450 Fifth Street,  N.W.,  Washington,
D.C.

STATEMENT OF ADDITIONAL INFORMATION

         A Statement of Additional  Information is available which contains more
details concerning the subjects  discussed in this prospectus.  The following is
the Table of Contents for that Statement:

TABLE OF CONTENTS                                              Page

THE CONTRACT .....................................................3

NET INVESTMENT FACTOR.............................................3

SETTLEMENT OPTION PAYMENTS........................................3
         Variable Annuity Units and Payments......................3
         Variable Annuity Unit Value..............................3
         Transfers After the Annuity Date ........................4

GENERAL PROVISIONS ...............................................4
         IRS Required Distributions...............................4
         Non-Participating........................................4
         Misstatement of Age or Sex ..............................4
         Proof of Existence and Age ..............................4
         Annuity Data.............................................4
         Assignment...............................................5
         Annual Report............................................5
         Incontestability.........................................5
         Entire Contract..........................................5
         Changes in the Contract..................................5
         Protection of Benefits...................................5
         Delay of Payments........................................5
         Notices and Directions...................................6

CALCULATION OF YIELDS AND TOTAL RETURNS...........................6
         Money Market Sub-Account Yield Calculation...............6
         Other Sub-Account Yield Calculations.....................7
         Standard Total Return Calculations.......................7
         Adjusted Historical Portfolio Performance Data...........8
         Other Performance Data...................................8

HISTORIC PERFORMANCE DATA.........................................8
         General Limitations......................................8
         Adjusted Historical Sub-Account Performance Data.........8

DISTRIBUTION OF THE CONTRACT.....................................18

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS...........................18

STATE REGULATION.................................................18

RECORDS AND REPORTS..............................................18

FINANCIAL STATEMENTS.............................................18

APPENDIX - Accumulation Transfer Formula.........................20
Appendix A

THE GENERAL ACCOUNT OPTIONS

 .........This  prospectus  is generally  intended to serve as a disclosure 
 document  only for the contract and the
variable account.  For complete details regarding the general account options, 
see the contract itself.

 .........The account value allocated to the general account options becomes part
of the general  account of  Transamerica,  which supports  insurance and annuity
obligations.  Because of exemptive and exclusionary provisions, interests in the
general account have not been  registered  under the Securities Act of 1933 (the
"1933 Act"),  nor is the general  account  registered as an  investment  company
under the 1940 Act.  Accordingly,  neither the general account nor any interests
therein are generally subject to the provisions of the 1933 Act or the 1940 Act,
and  Transamerica has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this  prospectus  which relate to
the general account options.

 .........The general  account  options  are part of the general  account of  
Transamerica.  The general  account of
Transamerica  consists of all the general assets of Transamerica,  other than 
those in the variable account,  or in
any other separate  account.  Transamerica  has sole discretion to invest the 
assets of its general account subject
to applicable law.

 .........The  allocation  or transfer of funds to the general  account
 options does not entitle the owner to share
in the investment experience of Transamerica's general account.

 .........There are two general account options:  the fixed account and the
guarantee  period account,  as described
below.
                                THE FIXED ACCOUNT

 .........Currently,  Transamerica  guarantees  that it will credit interest at
a rate of not less than 3% per year,
compounded  annually,  to  amounts  allocated  to the fixed  account  under the
  contracts.  However,  Transamerica
reserves the right to change the minimum rate according to state  insurance
 law.  Transamerica  may credit interest
at a rate in excess  of 3% per  year.  There is no  specific  formula  for the
 determination  of  excess  interest
credits.  Some of the factors that the company may consider in  determining 
whether to credit  excess  interest to
amounts  allocated  to the fixed  account  and the amount in that  account 
are general  economic  trends,  rates of
return  currently  available and anticipated on the company's  investments, 
regulatory and tax  requirements,  and
competitive factors.

         Any  interest  credited to amounts  allocated  to the fixed  account in
excess of 3% per year will be determined in the sole discretion of Transamerica.
The  owner  assumes  the  risk  that  interest  credited  to the  fixed  account
allocations may not exceed the minimum guarantee of 3% for any given year.

 .........Rates of interest  credited to the fixed  account will be  guaranteed
  for at least twelve months and will
vary by the  timing  and class of the  allocation,  transfer  or  renewal.  At 
any time after the end of the twelve
month  period for a  particular  allocation,  Transamerica  may change the 
annual rate of interest  for that class;
this new annual rate of interest will remain in effect for at least twelve 
 months.  New purchase  payments made to
the contract  which are  allocated to the fixed  account may receive  different
  rates of interest.  These rates of
interest may differ from those interest rates credited to amounts  transferred
 from the variable  sub-accounts  or
guarantee  period account and from those credited to amounts  remaining in the 
fixed account and receiving  renewal
rates.  These  rates of interest  may also differ from rates for  allocations
 applied  under  certain  options and
services Transamerica may be offering.

Transfers

 .........Each  contract  year the owner may  transfer a  percentage  of the
value of the fixed  account to variable
sub-accounts or to the guarantee  period account.  The maximum  percentage
that may be transferred will be declared
annually by  Transamerica.  This percentage will be determined by  Transamerica
  at its sole  discretion,  but will
not be less  than  10% of the  value  of the  fixed  account  on the  preceding
 contract  anniversary  and will be
declared  each year.  Currently,  this  percentage  is 25%. The owner is 
limited to four  transfers  from the fixed
account each contract year, and
the total of all such transfers  cannot exceed the current maximum.  If
Transamerica  permits dollar cost averaging
from the fixed account to the variable sub-accounts, the above restriction
 are not applicable.

 .........Generally,  transfers  may  not be made  from  any  variable  
sub-account  to the  fixed  account  for the
six-month  period  following  any  transfer  from the fixed  account to one or 
more of the  variable  sub-accounts.
Additionally,  transfers may not be made from the fixed account to: 1) any 
guarantee  period;  2) the  Transamerica
VIF Money Market  Sub-Account;  and 3) any variable  sub-account  identified 
by  Transamerica  and  investing in a
portfolio of fixed income  investments.  Transamerica  reserves the right to
modify the limitations on transfers to
and from the fixed  account  and to defer  transfers  from the fixed  account 
for up to six months from the date of
request.

                          THE GUARANTEE PERIOD ACCOUNT

         The  guarantee  period  account  provides a  guaranteed  fixed rates of
interest compounded  annually for specific guarantee periods.  Amounts allocated
to the guarantee  period  account will be credited with interest of no less than
3% per year.  Amounts  withdrawn from a guarantee period prior to the end of its
guarantee period will be subject to an interest adjustment, as explained below.

         Each guarantee period offers a specified  duration with a corresponding
guaranteed  interest rate.  Currently  Transamerica is offering three,  five and
seven year guarantee periods but these may change at any time.

         The owner  bears the risk that,  after the  initial  guarantee  period,
Transamerica  will not  credit  interest  in  excess  of 3% per year to  amounts
allocated to the guarantee period account.

         Each amount  allocated or transferred  to the guarantee  period account
will establish a new guarantee  period of a duration  selected by the owner from
among those then being offered by  Transamerica.  Every guarantee period offered
by  Transamerica  will have a duration of at least one year.  The minimum amount
that may be allocated or transferred to a guarantee  period is $1,000.  Purchase
payments  allocated  to a  guarantee  period  will be  credited  on the date the
payment is received at the Service Center.  Any amount  transferred from another
guarantee  period or from a variable  sub-account  to a  guarantee  period  will
establish a new guarantee period as of the effective date of the transfer.

Guarantee Period

         Each guarantee  period will have its own  guaranteed  interest rate and
expiration  date. The guaranteed  interest rate applicable to a guarantee period
will depend on the date the guarantee period is established, the duration chosen
by the owner and the class of that guarantee  period . A guarantee period chosen
may not extend beyond the annuity date.

         Transamerica  reserves  the  right  to  limit  the  maximum  number  of
guarantee periods that may be in effect at any one time.

         Transamerica will establish effective annual rates of interest for each
guarantee  period.  The  effective  annual  rate  of  interest   established  by
Transamerica  for a guarantee  period will remain in effect for the  duration of
the guarantee period.
         Interest  will be  credited to a  guarantee  period  based on its daily
balance at a daily rate which is  equivalent  to the  guaranteed  interest  rate
applicable to that guarantee period for amounts held during the entire guarantee
period.  Amounts  withdrawn or transferred  from a guarantee period prior to its
expiration date will be subject to an Interest Adjustment as described below. In
no event will the  effective  annual rate of interest  applicable to a guarantee
period be less than 3% per year.

Interest Adjustment

         If any amount is withdrawn or transferred from a guarantee period prior
to its  expiration  date  (excluding  withdrawals  for the purpose of paying the
death  benefit),  the amounts  withdrawn  or  transferred  will be subject to an
interest  adjustment.  The interest adjustment reflects the impact that changing
interest rates have on the value of money invested at a fixed interest rate. The
interest   adjustment  is  computed  by  multiplying  the  amount  withdrawn  or
transferred by the following factor:

                   [(1 + I) divided by (1 + J + 0.005)]N/12 -1
         where:

         I        is the guaranteed interest rate in effect;

         J        is the current  interest rate  available for a period equal to
                  the number of years  remaining in the guarantee  period at the
                  time of withdrawal or transfer  (fractional  years are rounded
                  up to the next full year); and

         N        is the number of full months remaining in the term at the time
                  the withdrawal or transfer request is processed.

         In general the interest  adjustment  will operate to decrease the value
upon withdrawal or transfer when the guaranteed interest rate in effect for that
allocation  is  lower  than  the  current  interest  rate (as of the date of the
transaction) that would apply for a guarantee period equal to the number of full
years  remaining  in the  guarantee  period as of that date.  (For  purposes  of
determining the interest  adjustment,  if the company does not offer a guarantee
period of that duration, the applicable current interest rate will be determined
by linear interpolation  between current interest rates for two periods that are
available). If the current interest rate thus determined plus 1/2 of one percent
is greater than the guaranteed  interest rate, the interest  adjustment  will be
negative and amount  withdrawn or transferred  will be decreased.  However,  the
value will never be decreased  below the initial  allocation plus daily interest
at 3% interest per year. There are no positive interest adjustments.

Expiration of a guarantee period

         At least 45 days,  but not more than 60 days,  prior to the  expiration
date of a guarantee period, Transamerica will notify the owner as to the options
available  when a  guarantee  period  expires.  The  owner  may elect one of the
following:

         (a)      transfer  the amount  held in that  guarantee  period to a new
                  guarantee   period   from  among   those   being   offered  by
                  Transamerica at such time.

         (b)      transfer the amount held in that  guaranteed  period to one or
                  more  variable  sub-accounts  or to  another  general  account
                  option then available.

         Transamerica  must receive the owner's notice  electing one of these at
the Service  Center by the  expiration  date of the  guarantee  period.  If such
election has not been received by Transamerica at the Service Center, the amount
held in that guarantee period will remain in the guaranteed period account and a
new guarantee period of the same duration as the expiring  guarantee  period, if
offered, will automatically be established by Transamerica with a new guaranteed
interest  rate  declared by  Transamerica  for that  guarantee  period.  The new
guarantee  period will start on the day  following  the  expiration  date of the
previous guarantee period.

         If Transamerica is not currently  offering  guarantee period having the
same duration as the expiring guarantee period, the new guarantee period will be
the next longer duration,  or if Transamerica is not offering a guarantee period
longer than the  duration of the  expiring  guarantee  period,  the next shorter
duration. However, no guarantee period can extend beyond the annuity date.

         If the amount held in an expiring guarantee period is less than $1,000,
Transamerica  reserves  the right to transfer  such  amount to the money  market
variable sub-account.


<PAGE>


Appendix B

Example of Variable Accumulation Unit Value Calculations

         Suppose the net asset value per share of a portfolio  at the end of the
current  valuation  period is $20.15;  at the end of the  immediately  preceding
valuation  period  it was  $20.10;  the  valuation  period  is one  day;  and no
dividends or distributions  caused the portfolio to go "ex-dividend"  during the
current valuation period. $20.15 divided by $20.10 is 1.002488.  Subtracting the
one day risk factor for mortality and expense risk charge and the administrative
expense  charge of .00367% (the daily  equivalent of the current charge of 1.35%
on an annual basis) gives a net  investment  factor of 1.00245.  If the value of
the variable  accumulation unit for the immediately  preceding  valuation period
had been 15.500000, the value for the current valuation period would be 15.53798
(15.5 x 1.00245).

Example of Variable Annuity Unit Value Calculations

         Suppose the  circumstances of the first example exist, and the value of
a variable annuity unit for the immediately  preceding valuation period had been
13.500000.  If the first  variable  annuity  payment is  determined  by using an
annuity  payment based on an assumed  interest rate of 4% per year, the value of
the  variable  annuity unit for the current  valuation  period would be 13.53163
(13.5 x 1.00245 (the net investment factor) x 0.999893). 0.999893 is the factor,
for a one day  valuation  period,  that  neutralizes  the  assumed  rate of four
percent (4%) per year used to establish the variable  annuity rates found in the
contract.

Example of Variable Annuity Payment Calculations

         Suppose  that the  account  is  currently  credited  with  3,200.000000
variable accumulation units of a particular variable sub-account.

         Also suppose that the variable accumulation unit value and the variable
annuity unit value for the  particular  variable  sub-account  for the valuation
period which ends immediately  preceding the first day of the month is 15.500000
and 13.500000  respectively,  and that the variable annuity rate for the age and
elected is $5.73 per $1,000. Then the first variable annuity payment would be:

         3,200 x 15.5 x 5.73 divided by 1,000 = $284.21,
 and the number of variable annuity units credited for future payments would be:
         284.21 divided by 13.5 = 21.052444.

         For the second monthly payment,  suppose that the variable annuity unit
value on the 10th day of the second month is 13.565712. Then the second variable
annuity payment would be $285.59 (21.052444 x 13.565712).


<PAGE>


Appendix C

                 Transamerica Life Insurance and Annuity Company

                              DISCLOSURE STATEMENT
                       for Individual Retirement Annuities

         The  following  information  is being  provided to you,  the Owner,  in
accordance  with the  requirements of the Internal  Revenue Service (IRS).  This
Disclosure  Statement  contains  information  about opening and  maintaining  an
Individual  Retirement  Annuity ("IRA") and summarizes some of the financial and
tax  consequences of  establishing  an IRA. Part I of this Disclosure  Statement
discusses  Traditional IRAs, while Part II addresses Roth IRAs.  Because the tax
consequences of the two categories of IRAs differ significantly, it is important
that you review the correct  part of this  Disclosure  Statement  to learn about
your particular  IRA. This disclosure  statement is intended to be read together
with,  and be a part of,  the  prospectus  and the terms used here will have the
same meaning as in the prospectus, unless otherwise stated.

         We have filed the  Transamerica  Life  Insurance and Annuity  Company's
Individual  Retirement Annuity  ("Transamerica  Life IRA") Contract with the IRS
for  approval.  Please note that IRS  approval  applies  only to the form of the
contract  and does not  represent  a  determination  of the  merits  of such IRA
contract.

         It may be necessary for us to amend your Transamerica Life IRA Contract
in order  for us to obtain or  maintain  IRS  approval.  In  addition,  laws and
regulations  adopted in the future may require changes to your contract in order
to preserve its status as an IRA. We will send you a copy of any such amendment.

         No contribution will be accepted under a SIMPLE plan established by any
employer pursuant to Internal Revenue Code Section 408(p). No funds attributable
to  contributions  made by an employer  to your SIMPLE IRA under the  employer's
SIMPLE  plan may be  transferred  or rolled over to your  Transamerica  Life IRA
prior to the  expiration  of the two (2) year period  beginning  on the date you
first participated in the employer's SIMPLE plan. In addition,  depending on the
annuity contract you purchased, contributory IRAs may or may not be available.
Please refer to your prospectus.

         This Disclosure  Statement  includes the  non-technical  explanation of
some of the changes  made by the Tax Reform Act of 1986  applicable  to IRAs and
more  recent  changes  made by the Small  Business  Job  Protection  Act of 1996
(SBA-96),  the  Health  Insurance  Portability  and  Accountability  Act of 1996
(HIPAA)  and the Tax  Relief  Act of 1997  (TRA-97).  The  information  provided
applies to  contributions  made and  distributions  received  after December 31,
1986,  and reflects the relevant  provisions of the Code as in effect on January
1, 1998. This Disclosure Statement is not intended to constitute tax advice, and
you  should  consult a tax  professional  if you have  questions  about your own
circumstances.

         Definitions

Contributions - Purchase Payments or Premiums as applicable to your Contract.

Contract - Certificate or contract as applicable.

Compensation - For purposes of  determining  allowable  contributions,  the term
"Compensation"   includes  all   earned-income,   including  net  earnings  from
self-employment  and  alimony or  separate  maintenance  payments  received  and
includable in your gross income,  but does not include deferred  compensation or
any amount received as a pension or annuity.

         Revocation of Your IRA or Roth IRA

         You have the  right to  revoke  your IRA or Roth IRA  during  the seven
calendar day period following its  establishment.  The establishment of your IRA
or Roth IRA will be the contract  effective date for your  contract.  This seven
day calendar  period may or may not  coincide  with the free look period of your
contract. In order to revoke your IRA or Roth IRA, you must notify us in writing
and you must mail or deliver your revocation to us postage prepaid, at: P.O. Box
31848,  Charlotte,  NC  28231-1848.  The  date of the  postmark  (or the date of
certification  or registration if sent by certified or registered  mail) will be
considered your  revocation  date. If you revoke your IRA or Roth IRA during the
seven  day  period,  an  amount  equal to your  purchase  payment  (without  any
adjustments for items such as administrative  expenses,  fees, or fluctuation in
market value) will be returned to you.

         The rules that apply to a  Traditional  Individual  Retirement  Annuity
(which is referred to in this  Disclosure  Statement  simply as an "IRA" or as a
"Traditional  IRA")  generally  also  apply to IRAs  under  Simplified  Employee
Pension plans (SEP/IRAs), unless specific rules for SEP/IRAs are stated.

IRA PART I:  TRADITIONAL IRAs

1.       Contributions

         (a) Regular  IRA.  You may make  contributions  to a regular IRA in any
amount up to the combined tax  deductible  and non-tax  deductible  contribution
limit  described  in  Part  I  Section  2 of  this  Disclosure  Statement.  Such
contributions  are also subject to the minimum  amount under the contract.  Such
contributions  shall be in cash.  Your  contribution  to a regular IRA for a tax
year must be made by the due date (not  including  extensions)  for your federal
tax return for that tax year.

         (b) Spousal IRA. If you and your spouse file a joint federal income tax
return  for  the  taxable  year  and if  your  spouse's  compensation,  if  any,
includable in gross income for the year is less than the compensation includable
in your gross income for the year,  you and your spouse may each  establish your
own individual IRA and may make  contributions  to those IRAs in accordance with
the rules and limits for tax  deductible  and non-tax  deductible  contributions
contained in Section 219(c) of the Code, which are summarized in Part I, Section
2 of this  Disclosure  Statement.  Such  contributions  shall be in  cash.  Your
contribution  to a Spousal  IRA for a tax year must be made by the due date (not
including extensions) for your federal income tax return for that tax year.

         (c)  Rollover  IRA.  Rollover  contributions  are  unlimited  in dollar
amount. These consist of eligible distributions received by you from another IRA
or  tax-qualified  retirement  plan. If you elect to make a direct rollover from
another IRA, your  distribution  will be directly  deposited  into your rollover
IRA.  However,  you may only  rollover the amounts from one IRA into another IRA
once in any 365-day period. A direct rollover  distribution is not taxable until
you  withdraw  the amounts  from your  rollover  IRA,  and no income tax will be
withheld from the direct rollover distribution. If a distribution is paid to you
and you want to roll over all or part of the distributed amount to this IRA, the
rollover must be accomplished  within 60 days of the date you receive the amount
to be rolled over. Generally,  any distribution from a tax-qualified  retirement
plan, such as a pension plan,  401(k) plan, profit sharing or Keogh plan, can be
rolled over unless it is a "minimum required distribution" (see below). A direct
transfer  from  a  tax-qualified  retirement  plan  to an IRA  is  considered  a
rollover. However, distributions of "after-tax" plan contributions (i.e. amounts
which  are  not  subject  to  federal  income  tax  when   distributed   from  a
tax-qualified retirement plan) cannot be rolled over to an IRA. In addition, you
may not roll  over any  payment  that is a  minimum  required  distribution  (as
discussed in Part I, Section 4(a)), or that is part of a series of payments that
are to be made to you from a tax-qualified  retirement plan or IRA that is to be
paid to your over your  life,  life  expectancy,  or for a period of at least 10
years.

         Strict  limitations  apply to rollovers,  and you should seek competent
tax advice in order to comply with all the rules governing rollovers.

         (d) Transfers.  You may make an initial or subsequent  contribution  to
your Transamerica IRA hereunder by directing a Trustee of an existing individual
retirement account or IRA to transfer an amount in cash to this IRA.

         (e)  Simplified   Employee  Pension  Plan  (SEP/IRA).   If  an  IRA  is
established  that  meets  the  requirements  of a  SEP/IRA,  your  employer  may
contribute  an  amount  not to  exceed  the  lesser  of 15% of  your  includable
compensation  ($160,000 for 1998, adjusted for inflation thereafter) or $30,000.
The amount of such  contribution  is not  includable in your income as wages for
federal income tax purposes. Within that overall limit you may elect to defer up
to $10,000 of your compensation in 1998 (as adjusted for inflation in accordance
with the Code) if your employer's  SEP/IRA plan permits and if the  compensation
deferral  feature  was in effect  prior to January  1, 1997.  The amount of such
elective deferral is excludable from your income as wages for federal income tax
purposes.

         Your  employer is not  required to make a SEP/IRA  contribution  in any
year nor make the same percentage  contribution each year. But, if contributions
are made,  they must be made to the SEP/IRA for all eligible  employees and must
not discriminate in favor of highly compensated employees.  If the rules are not
met, any SEP/IRA contributions by the employer will be treated as taxable to the
employees  and could  result in adverse tax  consequences  to the  participating
employee. For further details, see your employer.

         (f) Responsibility of the Owner. Contributions, rollovers, or transfers
to this IRA must be made in  accordance  with the  appropriate  sections  of the
Code. It is your full and sole responsibility to determine the tax deductibility
of any contribution, and to make such contributions in accordance with the Code.
Transamerica  does not provide tax advice,  and assumes no liability for the tax
consequences of any contribution to this IRA.

         2.   Deductibility of Contributions

         (a)  Eligibility.  If  neither  you,  nor  your  spouse,  is an  active
participant  (see (b) below) and you file a joint  income tax  return,  for each
taxable year you and your spouse may  contribute  up to $4,000  together (but no
more than $2,000 to each IRA) if your combined compensation is at least equal to
that  amount.  In this case you and your  spouse  may take a  deduction  for the
entire amount contributed. If you are an active participant but have an adjusted
gross  income  (AGI)  below a  certain  level  (see (c)  below),  you may make a
deductible contribution as under current law. If, however, you or your spouse is
an active  participant and your combined AGI is above the specified  level,  the
amount of the deductible  contribution  you may make to an IRA is phased out and
eventually  eliminated.  Beginning in 1998, if you are not an active participant
(even  though  your  spouse  is),  you  may  take a full  $2,000  deduction  for
contributions  to an IRA.  This  deduction  is subject to phase out at joint AGI
levels  between  $150,000 and $160,000,  and is eliminated  for AGI levels above
$160,000.

         (b) Active Participant.  You are an "active  participant" for a year if
you  participate  in a retirement  plan.  For example,  if you  participate in a
pension plan,  profit  sharing plan, a 401 plan,  certain  government  plans,  a
tax-sheltered  arrangement  under Code Section 403, or a SEP/IRA  plan,  you are
considered  to be an  active  participant.  Your  Form W-2 for the  year  should
indicate your participation status.

         (c) Adjusted Gross Income (AGI). If you are an active participant,  you
must look at your AGI for the year (or if you and your  spouse  file a joint tax
return,  you  use  your  combined  AGI) to  determine  whether  you  can  make a
deductible IRA contribution for that taxable year. The instructions for your tax
return will show you how to calculate  your AGI for this purpose.  If you are at
or below a certain AGI level,  called the Threshold Level, you are treated as if
you were not an active participant and can make a deductible  contribution under
the same rules as a person who is not an active participant.

         Your  Threshold  Level depends upon whether you are a married  taxpayer
filing a joint tax return, an unmarried taxpayer, or a married taxpayer filing a
separate  tax  return.  If you are a married  taxpayer  but file a separate  tax
return,  the Threshold Level is $0. If you are a married taxpayer filing a joint
tax return,  or an unmarried  taxpayer,  your  Threshold  Level depends upon the
taxable year, and can be determined using the appropriate table below:
<TABLE>
<CAPTION>

Married Filing Jointly                                        Unmarried
Taxable       Applicable                                      Taxable           Applicable
Year          Dollar Limitation                               Year              Dollar Limitation
<S><C>            <C>                                         <C>                  <C>    
1997...........$40,000                                     1997................ $25,000
1998...........$50,000                                     1998................ $30,000
1999...........$51,000                                     1999................ $31,000
2000...........$52,000                                     2000................ $32,000
2001...........$53,000                                     2001.................$33,000
2002...........$54,000                                     2002.................$34,000
2003...........$60,000                                     2003.................$40,000
2004...........$65,000                                     2004.................$45,000
2005...........$70,000                                     2005 and
2006...........$75,000                                     thereafter...........$50,000
2007 and
thereafter.....$80,000
</TABLE>

         If your AGI is less than $10,000 above your  Threshold  Level  ($20,000
for married  taxpayers filing jointly for the taxable year beginning on or after
January 1, 2007) you will still be able to make a deductible  contribution,  but
it will be  limited  in  amount.  The  amount  by which  your AGI  exceeds  your
Threshold  Level is called your Excess AGI. The Maximum  Allowable  Deduction is
$2,000 (and an  additional  $2,000 for a Spousal IRA).  You can  calculate  your
Deduction Limit as follows:

         10,000 - Excess AGI  x  Maximum Allowable Deduction = Deduction Limit
         -------------------
                  10,000

         For  taxable  years  beginning  on or after  January 1,  2007,  married
taxpayers  filing jointly should  substitute  20,000 for 10,000 in the numerator
and denominator of the above equation.

         If you are  married,  but you and your spouse  lived  apart  during the
entire taxable year and file separate income tax returns,  the  deductibility of
your IRA contribution is calculated as if you were not married.

         You must  round up the result to the next  highest  $10 level (the next
highest number which ends in zero).  For example,  if the result is $1,525,  you
must round it up to $1,530.  If the final  result is below $200 but above  zero,
your Deduction  Limit is $200.  Your Deduction  Limit cannot in any event exceed
100% of your earned income.

         (d)  Restrictions.No  deduction is allowed for (i) contributions  other
than in cash; (ii) contributions  (other than those by an employer to a SEP/IRA)
made during the calendar year in which you attain age 70 1/2 or  thereafter;  or
(iii) for any  amount  you  contribute  which was a  distribution  from  another
retirement  plan  ("rollover"   contribution).   However,   the  limitations  in
paragraphs (a) and (c) of this section do not apply to rollover contributions.

              3.  Nondeductible Contributions to IRAs

         Even if you are above the  Threshold  Level and,  thus,  may not make a
deductible  contribution of $2,000 (and an additional $2,000 for a Spousal IRA),
you may still  contribute up to the lesser of 100% of  compensation or $2,000 to
an IRA  (and an  additional  $2,000  for a  Spousal  IRA).  The  amount  of your
contribution which is not deductible will be a nondeductible contribution to the
IRA. You may also choose to make a nondeductible  contribution even if you could
have deducted  part or all of the  contribution.  Interest or other  earnings on
your IRA contribution,  whether from deductible or nondeductible  contributions,
will not be taxed until taken out of your IRA and distributed to you.

         If you make a nondeductible  contribution to an IRA you must report the
amount of the nondeductible contribution to the IRS as a part of your tax return
for the year.

         4.   Distributions

         (a) Required  Minimum  Distributions.  Distribution of your IRA must be
made or begin no later than April 1 of the calendar year  following the calendar
year in which you attain age 70 1/2 (the required  beginning date). You may take
required  minimum  distributions  from  any IRA you  maintain  as long  as:  (i)
distributions begin when required; (ii) periodic payments are made at least once
a year;  and (iii) the  amount to be  distributed  is not less than the  minimum
required under current federal law. If you own more than one IRA, you can choose
whether to take your minimum  distribution from one IRA or a combination of your
IRAs.  A  distribution  may be made at once in a lump sum,  or it may be made in
installments.  Installment payments must be made in equal or substantially equal
amounts over: (i) your life or the joint lives of you and your  beneficiary;  or
(ii) a period not exceeding your life expectancy (as redetermined annually under
IRS tables in the income tax  regulations),  or the joint life expectancy of you
and your  beneficiary (as  redetermined  annually,  if that  beneficiary is your
spouse).  Also,  special rules may apply if the age  difference  between you and
your designated beneficiary (other than your spouse) is greater than ten year.

         If settlement  option payments start prior to the April 1 following the
year you  turn  age 70 1/2,  then the  annuity  date of such  settlement  option
payments  will be treated as the  required  beginning  date for  purposes of the
death benefit provisions below.

         If you die before the entire  interest  in your IRA is  distributed  to
you, but after your required beginning date, the entire interest in the IRA must
be  distributed  to your  beneficiary  at least as rapidly as your IRA was being
distributed prior to your death. If you die before your required  beginning date
and if you have no  designated  beneficiary,  distribution  must be completed by
December 31 of the calendar year that is five years after your death. If you die
before your required  beginning  date and if you have a designated  beneficiary,
your designated  beneficiary may elect to receive  distributions  in the form of
settlement  option payments made in substantially  equal  installments  over the
life of life expectancy of the designated beneficiary,  beginning by December 31
of the calendar year that is one year after your death.

         If the  beneficiary is your surviving  spouse,  and you die before your
required   beginning   date  your   surviving   spouse   will   become  the  new
owner/annuitant  and can  continue  this IRA on the same  basis as  before  your
death.  If your surviving  spouse does not wish to continue this contract as his
or her IRA,  he or she may elect to  receive  the death  benefit  in the form of
settlement  option  payments.  Such  payments must be in equal amounts over your
spouse's life or a period not extending beyond his or her life expectancy.  Your
surviving  spouse must elect this option and begin  receiving  payments no later
than the earliest of the following  dates: (i) December 31 of the year following
the year you died;  or (ii)  December  31 of the year in which  you  would  have
reached  the  required  beginning  date if you had not died.  Either  you or, if
applicable,  your  beneficiary,  is  responsible  for assuring that the required
minimum  distribution is taken in a timely manner and that the correct amount is
distributed.

         (b)   Taxation   of   IRA   Distributions.Because   nondeductible   IRA
contributions  are made using income which has already been taxed (that is, they
are  not  deductible  contributions),  the  portion  of  the  IRA  distributions
consisting of nondeductible  contributions will not be taxed again when received
by you. If you make any nondeductible IRA contributions,  each distribution from
your  IRAs  will  consist  of a  nontaxable  portion  (return  of  nondeductible
contributions)  and a taxable  portion (return of deductible  contributions,  if
any, and earnings).

         Thus, if you receive a  distribution  from your IRA and you  previously
made  deductible  and  nondeductible  contributions,  you  may  not  take an IRA
distribution  which is  entirely  tax-free.  The  following  formula  is used to
determine the nontaxable portion of your distributions for a taxable year.
<TABLE>
<CAPTION>
<S> <C>                                           <C>                         <C>
    Remaining Nondeductible contributions           Total distributions         Nontaxable distributions
    Year-end total IRA balances               X     (for the year)        =     (for the year)
</TABLE>

         To figure the year-end  total IRA  balance,  you must treat all of your
IRAs as a single IRA. This  includes all regular IRAs, as well as SEP/IRAs,  and
Rollover IRAs. You also add back the distributions taken during the year. Please
refer  to  IRS  Publication  590,  Individual   Retirement   Arrangements,   for
instructions,  including  worksheets that can assist you in these  calculations.
Transamerica will report all distributions to the IRS as fully taxable income to
you.

         Even if you  withdrew  all of the money in your IRA in a lump sum,  you
will not be entitled to use any form of income  averaging  to reduce the federal
income  tax on your  distribution.  Also,  no portion  of your  distribution  is
taxable as a capital gain.

         (c)  Withholding.  Unless  you  elect  not to have  withholding  apply,
federal income tax will be withheld from your IRA  distributions if you received
distributions under a settlement option, tax will be withheld in the same manner
as taxes  withheld  on wages,  calculated  as if you are married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be  withheld  in the amount of 10% of the  distribution.  If  payments  are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to  Transamerica  that you are not a U.S.  citizen
residing abroad or a "tax avoidance  expatriate" as defined in Code Section 877.
Such  certification may result in mandatory  withholding of federal income taxes
at a different rate.

         5.   Penalties

         (a) Excess  Contributions.  If at the end of any taxable  year your IRA
contributions  (other than rollovers or transfers)  exceed the maximum allowable
(deductible  and   nondeductible)   contributions  for  that  year,  the  excess
contribution  amount will be subject to a nondeductible 6% excise (penalty) tax.
However,  if you  withdraw  the excess  contribution,  plus any  earnings on it,
before  the due date for  filing  your  federal  income  tax return for the year
(including  extensions)  for the  taxable  year in which  you  made  the  excess
contribution, the excess contribution will not be subject to the 6% penalty tax.
The amount of the excess contribution  withdrawn will not be considered an early
distribution,  but the earnings  withdrawn will be taxable income to you and may
be  subject  to an  additional  10% tax on early  distributions.  Alternatively,
excess  contributions  for one year  maybe  withdrawn  in a later year or may be
carried  forward as IRA  contributions  in the following year to the extent that
the  excess,  when  aggregated  with  your  IRA  contribution  (if  any) for the
subsequent  year,  does  not  exceed  the  maximum  allowable   (deductible  and
nondeductible) amount for that year. The 6% excise tax will be imposed on excess
contributions  in each year they are  neither  returned  to you,  or  applied as
contributions in subsequent years.

         Excess  contributions that were withdrawn will not be taxable income to
you if you did not take a deduction for the excess amount.

         (b) Early  Distributions.  Since the purpose of an IRA is to accumulate
funds for retirement,  your receipt or use of any portion of your IRA before you
attain age 59 1/2 constitutes an early distribution subject to a 10% penalty tax
unless the  distribution  occurs as a result of your death or  disability  or is
part of a series of substantially  equal payments made over your life expectancy
or the joint life  expectancies of you and your  beneficiary (as determined from
IRS tables in the income tax regulations).  Also, the 10% penalty will not apply
if distributions  are used to pay for medical expenses in excess of 7.5% of your
AGI or if distributions  are used to pay for health insurance  premiums for you,
your spouse and/or your  dependents if you are an unemployed  individual  who is
receiving unemployment compensation under federal or state programs for at least
12 consecutive weeks.  Effective for distribution made in 1998 or later, the 10%
penalty  tax also  will  not  apply  to an  early  distribution  made to pay for
first-time  homebuyer  expenses of you or certain family members,  or for higher
education  expenses  for you or certain  family  members.  First-time  homebuyer
expenses  must be paid  within  120  days of the  distribution  from the IRA and
include up to $10,000 of the costs of acquiring, constructing, or reconstructing
a principal residence, including settlement, financing and closing costs. Higher
education  expenses  include  tuition,  fees,  books,  supplies,  and  equipment
required  for  enrollment,  attendance,  and room and board at a  post-secondary
educational  institution.  The amount of an early  distribution  (excluding  any
nondeductible  contribution included therein) is includable in your gross income
and may be subject to the 10% penalty tax unless you  transfer it to another IRA
as a qualifying rollover contribution.

         (c) Required Minimum Distributions (RMD). If the RMD rules described in
Part I,  Section  4 (a) of this  Disclosure  Statement  apply  to you and if the
amount  distributed  during a  calendar  year is less  than the  minimum  amount
required to be distributed, you will be subject to a penalty tax equal to 50% of
the  difference  between the amount  required to be  distributed  and the amount
actually distributed.

         (d) Prohibited  Transactions.  If you or the beneficiary  engage in any
prohibited  transaction  (such as any sale,  exchange or leasing of any property
between you and the IRA, or any interference with the independent  status of the
IRA),  the IRA  will  lose its tax  exemption  and be  treated  as  having  been
distributed  to you. The value of the entire IRA  (excluding  any  nondeductible
contributions included therein) will be includable in your gross income; and, if
at the time of the prohibited transaction you are under age 59 1/2, you may also
be subject to the 10%  penalty  tax on early  distributions.  If you pledge your
IRA, or your benefits  under the contract,  as security for a loan,  the portion
pledged as security  will cease to be  tax-qualified,  the value of that portion
will be treated as distributed to you, and you will have to include the value of
the  portion  pledged as  security  in your  income  that year for  federal  tax
purposes. You may also be subject to early withdrawal penalties, as described in
Part I, Section 5.b.

         (e) Overstatement or Understatement of Nondeductible Contributions.  If
you overstate your  nondeductible  IRA  contributions on your federal income tax
return  (without  reasonable  cause) you may be subject to a penalty.  A penalty
also  applies  for  failure  to file  any  form  required  by the IRS to  report
nondeductible  contributions.  These  penalties are in addition to any generally
applicable  tax,  interest,  and  penalties  for  which you may be liable if you
understate  income upon  receiving  a  distribution  from your IRA.  See Part I,
Section 4(b) of this Disclosure Statement. See Part I, Section 4(b).

IRA PART II:  ROTH IRAs

         1.  Contributions

         (a) Regular Roth IRA. You may make  contributions to a regular Roth IRA
in any amount up to the  contribution  limits described in Part II, Section 3 of
this Disclosure  Statement.  Such  contributions are also subject to the minimum
amount under the Contract. Such contribution shall be in cash. Your contribution
for a tax year must be made by the due date (not including  extensions) for your
federal income tax return for that tax year.  Unlike  traditional  IRAs, you may
continue making contributions after you reach age 70 1/2.

         (b)  Spousal  Roth IRA.  If you and your  spouse  file a joint  federal
income tax return for the taxable  year and if your  spouse's  compensation,  if
any,  includable  in gross  income  for the year is less  than the  compensation
includable  in your  gross  income  for the year,  you and your  spouse may each
establish your own individual Roth IRA and may make  contributions to those Roth
IRAs in accordance with the rules and limits for contributions  contained in the
Code,  which are described in Part II, Section 3 of this  Disclosure  Statement.
Such contributions shall be in cash. Your contribution to a Spousal Roth IRA for
a tax year  must be made by the due date  (not  including  extensions)  for your
federal income tax return for that tax year.

         (c) Rollover  Roth IRA. You may make  contributions  to a Rollover Roth
IRA within 60 days after  receiving a  distribution  from an existing  Roth IRA,
subject to certain limitations discussed in Part II, Section 3.

         (d)  Transfer   Roth  IRA.  You  may  make  an  initial  or  subsequent
contribution  hereunder  by  directing  a  Trustee  of an  existing  Roth IRA to
transfer the assets in that Roth IRA to your new Roth IRA.

         (e) Conversion  Roth IRA. You may open a Conversion  Roth IRA within 60
days  of  receiving  a  distribution  form  an  existing  Traditional  IRA or by
instructing the Trustee or issuer of an existing Traditional IRA to transfer the
assets in that  Traditional IRA account to your new Roth IRA, subject to certain
restrictions and subject to income tax on some or all of the converted  amounts.
If your Adjusted  Gross Income  ("AGI"),  not including the rollover or transfer
amount, is greater than $100,000,  or if you are married and you and your spouse
file  separate tax returns,  you may not convert a  Traditional  IRA into a Roth
IRA.

         (f) Responsibility of the Owner. Contributions,  rollovers,  transfers,
or conversions to this Roth IRA must be made in accordance  with the appropriate
sections  of  the  Code.  It is  your  full  and  sole  responsibility  to  make
contributions  to your Roth IRA in accordance with the Code.  Transamerica  does
not provide tax advice, and assumes no liability for the tax consequences of any
contribution to your Roth IRA.

         2.  Deductibility of Contributions

         Your  Roth IRA  permits  only  nondeductible  after-tax  contributions.
However,  distributions  from your Roth IRA are generally not subject to federal
income tax (see Part II, 4(b) below).  This is unlike a Traditional  IRA,  which
permits deductible and nondeductible contributions, but which provides that most
distributions are subject to federal income tax.

         3.  Contribution Limits

         Contributions  for each taxable year to all  Traditional  and Roth IRAs
may not  exceed  the lesser of 100% of your  compensation  or $2,000  each year.
Rollover, transfer and conversion contributions,  if properly made, do not count
towards your maximum annual contribution limit.

         (a) Regular  Roth IRAs.  The  maximum  amount you may  contribute  to a
Regular Roth IRA will depend on the amount of your income.  Your maximum  $2,000
contribution  begins to phase out when your AGI reaches  $95,000  (unmarried) or
$150,000   (married  filing   jointly).   Under  the  phase  out,  your  maximum
contributions  generally will not be less than $200; however, no contribution is
allowed if your AGI exceeds  $110,000  (unmarried) or $160,000  (married  filing
jointly).  If you are married and you and your spouse file separate tax returns,
your maximum  contribution phases out between $0 and $10,000. You should consult
your tax advisor to determine your maximum contribution.

         If you are married  but you and your spouse  lived apart for the entire
taxable  year and  file  separate  federal  income  tax  returns,  your  maximum
contribution is calculated as if you were not married.

         (b) Spousal Roth IRAs.  Contributions  to your  lower-earning  spouse's
Spousal Roth IRA may not exceed the lesser of (a) 100% of both spouses' combined
compensation  minus any Roth or deductible  Traditional IRA contribution for the
spouse with the higher  compensation  or (b) $2,000.  A maximum of $4,000 may be
contributed  to both spouses'  Spousal Roth IRAs.  Contributions  can be divided
between the  spouses'  Roth IRAs as you and your spouse  wish,  but no more than
$2,000 can be contributed to either one of the Roth IRAs each year.

         (c) Rollover Roth IRAs.  There is no contribution  limit on the amounts
that you may  rollover  from  another  Roth IRA into this Roth IRA. You may roll
over a  distribution  from any single Roth IRA to another  Roth IRA only once in
any 365-day period.

         (d) Transfer Roth IRAs. There is no contribution  limit on amounts that
you transfer from another Roth IRA into this Roth IRA.

         (e) Conversion  Roth IRAs.  There is no  contribution  limit on amounts
that  you  convert  from  your  Traditional  IRA into  this  Roth IRA if you are
eligible  to  open a  Conversion  Roth  IRA as  described  above.  However,  the
distribution  proceeds from your  Traditional IRA are includable in your taxable
income to the extent that they  represent a return of  deductible  contributions
and  earnings  on  any  contributions.   The  distribution  proceeds  from  your
Traditional  IRA are not  subject  to the 10%  early  distribution  penalty  tax
(described  below) if the  distribution  proceeds are deposited to your Rollover
Roth IRA  within  60 days.  You may roll  over a  distribution  from any  single
Traditional  IRA to a  conversion  Roth IRA or any  other  IRA only  once in any
365-day period.

         You can also open a  Conversion  Roth IRA by  instructing  the  issuer,
custodian  or  trustee  of  your  existing  Traditional  IRA  to  transfer  your
Traditional  IRA  assets  to a Roth IRA,  which  will be the  successor  to your
existing  Traditional  IRA. The transfer will be treated as a distribution  from
your  Traditional IRA, and that amount will be includable in your taxable income
to the  extent  that it  represents  a return of  deductible  contributions  and
earnings on any  contributions,  but will not be subject to the 10% distribution
penalty tax.

         For tax years  before 1999,  if you make a rollover or transfer  from a
Traditional  IRA to a Roth IRA,  the income tax due upon  distribution  from the
Traditional  IRA is payable ratably over four years beginning in the year of the
conversion.

         Also, consult your tax advisor before combining amounts in a Conversion
Roth  IRA  with  any  regular  contributions  or  with  amounts  rolled  over or
transferred into the Conversion IRA in other tax years.

         4.   Distributions

         (a) Required Minimum Distribution.  Unlike a Traditional IRA, there are
no rules that require that distribution be made to you from your Roth IRA during
your lifetime.

         If you die before the entire value of your Roth IRA is  distributed  to
you,  the  balance of your Roth IRA must be  distributed  by  December 31 of the
calendar year that is five years after your death.  However,  if you die and you
have a designated  beneficiary,  your  designated  beneficiary may elect to take
distributions  in the form of settlement  option payments made in  substantially
equal   installments  over  the  life  or  life  expectancy  of  the  designated
beneficiary,  beginning  by  December 31 of the  calendar  year that is one year
after your death.

         If your beneficiary is your surviving  spouse,  he or she will become a
new  owner/annuitant  and can continue this Roth IRA on the same basis as before
your death. If your surviving  spouse does not wish to continue this Contract as
his or her Roth IRA,  he or she may elect to  receive  the death  benefit in the
form of settlement option payments.  Such payments must be in equal amounts over
your spouse's life or a period not extending beyond his or her expectancy.  Your
surviving  spouse must elect this option and begin  receiving  payments no later
than the earliest of the following  dates: (i) December 31 of the year following
the year you died;  or (ii)  December  31 of the year in which  you  would  have
reached age 701/2.

         Your  beneficiary is responsible for assuring that the required minimum
distribution  following  your  death is taken  in a timely  manner  and that the
correct amount is distributed.

         (b) Taxation of Roth IRA  Distributions.  The amounts that you withdraw
from your Roth IRA are generally tax-free.  However, since the purpose of a Roth
IRA is to  accumulate  funds for  retirement,  your  receipt  or use of Roth IRA
earnings  before  you  attain  age 59 1/2 , or  within  5 years  of  your  first
contribution  to the Roth IRA, or within 5 years of a contribution  rolled over,
transferred,  or converted from a Traditional  IRA, will generally be treated as
an early distribution subject to regular income tax. No income tax will apply to
earnings  that are  withdrawn  before  you  attain  age 59 1/2,  but  which  are
withdrawn  five or more years after the first  contribution  or the  rollover or
transfer  contribution  from a  Traditional  IRA  to the  Roth  IRA,  where  the
withdrawal is made (i) upon your death or disability,  or (ii) to pay first-time
homebuyer  expenses  of you or certain  family  members.  Note that for  amounts
converted  from a Traditional  IRA to a Roth IRA, the five-year  period  applies
separately to amounts converted. No portion of your distribution is taxable as a
capital gain.

         (c) Withholding.  If the distribution  from your Roth IRA is subject to
federal  income tax,  unless you elect not to have  withholding  apply,  federal
income tax will be  withheld  from your Roth IRA  distributions.  If you receive
distributions  under a settlement option tax will be withheld in the same manner
as taxes  withheld  on wages,  calculated  as if you are married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be  withheld  in the amount of 10% of the  distribution.  If  payments  are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to  Transamerica  that you are not a U.S.  citizen
residing abroad or a "tax avoidance  expatriate" as defined in Code Section 877.
Such  certification may result in mandatory  withholding of federal income taxes
at a different rate.

         5.   Penalties

         (a) Excess  Contributions.  If at the end of any taxable year your Roth
IRA contributions (other than rollovers,  transfers,  or conversions) exceed the
maximum allowable  contributions for that year, the excess  contribution  amount
will be subject to a  nondeductible  6% excise  (penalty) tax.  However,  if you
withdraw the excess  contribution,  plus any earnings on it, before the due date
for filing your federal income tax return (including extensions) for the taxable
year in which you made the excess contribution, the excess contribution will not
be  subject  to the 6%  penalty  tax.  The  amount  of the  excess  contribution
withdrawn  will  not be  considered  an  early  distribution,  but the  earnings
withdrawn  will be taxable income to you and may be subject to an additional 10%
tax on early distributions. Alternatively, excess contributions for one year may
be withdrawn in a later year or may be carried forward as Roth IRA contributions
in a later year to the extent that the excess,  when  aggregated  with your Roth
IRA  contribution  (if any) for the subsequent year, does not exceed the maximum
allowable  contribution  for that  year.  The 6% excise  tax will be  imposed on
excess  contributions in each year they are neither returned to your nor applied
as contributions in subsequent years.

         (b)  Early  Distributions.  Since  the  purpose  of a  Roth  IRA  is to
accumulate funds for retirement, your receipt or use of any portion of your Roth
IRA before you attain age 59 1/2 , or within 5 years of your first  contribution
to the Roth IRA, or within 5 years of a contribution rolled over, transferred or
converted from a Traditional IRA,  constitutes an early  distribution  subject a
10% penalty  tax on the  earnings  in your Roth IRA.  This  penalty tax will not
apply if the  distribution  occurs as a result of your death or disability or is
part of a series of substantially  equal payments made over your life expectancy
or the joint life  expectancies of you and your  beneficiary (as determined from
IRA tables in the income tax regulations).  Also, the 10% penalty will not apply
if distributions  are used to pay for medical expenses in excess of 7.5% or your
AGI, or if distributions are used to pay for health insurance  premiums for you,
your spouse and/or your  dependents if you are an unemployed  individual  who is
receiving unemployment compensation under federal or state programs for at least
12  consecutive  weeks.  The 10%  penalty  tax also  will not  apply to an early
distribution  made to pay for first-time  homebuyer  expenses for you or certain
family  members,  or for higher  education  expenses  for you or certain  family
members.  First-time  homebuyer  expenses  must be paid  within  120 days of the
distribution  from  the Roth  IRA and  include  up to  $10,000  of the  costs of
acquiring,  constructing,  or  reconstructing a principle  residence,  including
settlement,  financing and closing  costs.  Higher  education  expenses  include
tuition,   fees,  books,   supplies,  and  equipment  required  for  enrollment,
attendance, and room and board at a post-secondary educational institution.

         In  addition,  it is likely that the law will change in 1998 to provide
retroactively  that if amounts  transferred,  rolled over,  or converted  from a
Traditional  IRA to a Roth IRA are withdrawn  before five years,  (i) the entire
amount  that was  transferred  or rolled  over,  not just the  earnings,  may be
subject to the 10% penalty tax, and (ii) an additional  10% tax may apply if the
amounts  transferred,  rolled over, or converted were (or are to be) included in
income ratably over four years.  Special rules may apply to  withdrawals  from a
Roth IRA that includes both amounts transferred, rolled over or converted from a
Traditional IRA and annual  contributions  to the Roth IRA; for that reason,  it
may be advisable to establish separate Roth IRAs for amounts transferred, rolled
over, or converted and annual contributions.

         (c)  Required   Distributions  Upon  Death.  If  the  required  minimum
distribution  rules  described  in Part  II,  Section  4(a)  of this  Disclosure
Statement apply to your  beneficiary  and if the amount  distributed in during a
calendar year is less than the minimum amount required to be  distributed,  your
beneficiary  will be  subject  to a penalty  tax equal to 50% of the  difference
between  the  amount   required  to  be  distributed  and  the  amount  actually
distributed.

         (d) Prohibited  Transactions.  If you or the beneficiary  engage in any
prohibited  transaction  (such as any sale,  exchange or leasing of any property
between you and the Roth IRA, or any interference with the independent status of
the Roth IRA), the Roth IRA will lose its tax exemption and be treated as having
been   distributed  to  you.  The  value  of  any  earnings  on  your  Roth  IRA
contributions  will be includable  in your gross income;  and, if at the time of
the prohibited transaction,  you are under age 59 1/2 or it is within five years
of your first  contribution to the Roth IRA, or within five years of a rollover,
transfer or conversion  from a  Traditional  IRA, you may also be subject to the
10%  penalty  tax on early  distributions.  If you pledge your Roth IRA, or your
benefits under the contract,  as a security for a loan,  the portion  pledged as
security  will  cease to be  tax-qualified,  the value of that  portion  will be
treated as  distributed to you, and you may be subject to the 10% penalty tax on
early distributions from a Roth IRA.

PART III:  OTHER INFORMATION

         1.   Federal Estate and Gift Taxes

         Any amount  distributed from your IRAs or Roth IRAs upon your death may
be subject to federal estate tax, although certain credits and deductions may be
available.  The exercise or  non-exercise of an option to pay an annuity to your
beneficiary  at or after your death will not be  considered  a transfer for gift
tax purposes under Code Section 2517.

         2.   Tax Reporting

         You need not file IRS Form 5329  with your  income  tax  return  unless
during  the  taxable  year  there  is  an  excess   contribution  to,  an  early
distribution from, or insufficient minimum required  distributions from your IRA
or Roth IRA. You must report  contributions to, and distributions  from your IRA
and Roth IRA (including the year end aggregate  account  balance of all IRAs and
Roth IRA) on your federal income tax return for the year. For  Traditional  IRA,
you must  designate  on the  return  how  much of your  annual  contribution  is
deductible and how much is nondeductible.

         3.   Vesting

Your interest in your IRA and Roth IRA must be non-forfeitable at all times.

         4.   Exclusive Benefit

         Your interest in your IRA and Roth IRA is for the exclusive  benefit of
you and your beneficiaries.

         5.  Publication 590

         Additional  information about your IRA or Roth IRA can be obtained from
any district office of the IRS and by calling  1-800-TAX-FORM for a free copy of
Publication 590, Individual Retirement Arrangements.








<PAGE>


Please  forward   (without  charge)  a  copy  of  the  Statement  of  Additional
Information  concerning  the  Transamerica  Seriessm  -  Transamerica  Classicsm
Variable Annuity issued by Transamerica Life Insurance and Annuity Company to:

               (Please print or type and fill in all information)


         --------------------------------------------------
         Name

         --------------------------------------------------
         Address

         --------------------------------------------------
         City/State/Zip

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


         Date: ________________________              Signed

Return to  Transamerica  Life  Insurance and Annuity  Company,  Annuity  Service
Center, 401 North Tryon Street, Suite 700, Charlotte, North Carolina 28202.


<PAGE>














































                             TRANSAMERICA SERIES sm
                    TRANSAMERICA CLASSIC sm VARIABLE ANNUITY

                  Contract Form 4-701 Certificate Form TCG-311

            Issued by Transamerica Life Insurance and Annuity Company
       401 North Tryon Street, Suite 700, Charlotte, North Carolina, 28202


VIM 119-598

<PAGE>

                                                          6



                     STATEMENT OF ADDITIONAL INFORMATION FOR
                            TRANSAMERICA SERIES sm -
                             TRANSAMERICA CLASSIC sm
                                VARIABLE ANNUITY

                                    Issued By
                 Transamerica Life Insurance and Annuity Company

         This  statement  of  additional   information   expands  upon  subjects
discussed  in the May 1,  1998,  prospectus  for  the  Transamerica  Classic  sm
Variable Annuity  ("contract") issued by Transamerica Life Insurance and Annuity
Company  ("Transamerica")  through Separate Account VA-6. The owner may obtain a
free copy of the  prospectus  by writing to:  Transamerica  Life  Insurance  and
Annuity  Company,  Annuity  Service Center,  401 North Tryon Street,  Suite 700,
Charlotte,  North  Carolina  28202 or  calling  800-420-7749.  Terms used in the
current prospectus for the contract are incorporated into this statement.

         The  contract  will be issued as a  certificate  under a group  annuity
contract in some states and as an individual  annuity  contract in other states.
The term  "contract" as used herein refers to both the  individual  contract and
the certificates issued under the group contract.



   THIS                           STATEMENT OF ADDITIONAL  INFORMATION  IS NOT A
                                  PROSPECTUS   AND   SHOULD   BE  READ  ONLY  IN
                                  CONJUNCTION   WITH  THE   PROSPECTUS  FOR  THE
                                  CONTRACT AND THE PORTFOLIOS.











                                   May 1, 1998


<PAGE>



TABLE OF CONTENTS                                             Page

THE CONTRACT ....................................................3

NET INVESTMENT FACTOR............................................3

SETTLEMENT OPTION PAYMENTS.......................................3
         Variable Annuity Units and Payments.....................3
         Variable Annuity Unit Value.............................3
         Transfers After the Annuity Date .......................4

GENERAL PROVISIONS ..............................................4
         IRS Required Distributions..............................4
         Non-Participating.......................................4
         Misstatement of Age or Sex .............................4
         Proof of Existence and Age .............................4
         Annuity Data............................................4
         Assignment..............................................5
         Annual Report...........................................5
         Incontestability........................................5
         Entire Contract.........................................5
         Changes in the Contract.................................5
         Protection of Benefits..................................5
         Delay of Payments.......................................5
         Notices and Directions..................................6

CALCULATION OF YIELDS AND TOTAL RETURNS..........................6
         Money Market Sub-Account Yield Calculation..............6
         Other Sub-Account Yield Calculations....................7
         Standard Total Return Calculations......................7
         Adjusted Historical Portfolio Performance Data..........8
         Other Performance Data..................................8

HISTORIC PERFORMANCE DATA........................................8
         General Limitations.....................................8
         Adjusted Historical Sub-Account Performance Data........8

DISTRIBUTION OF THE CONTRACT....................................18

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS..........................18

STATE REGULATION................................................18

RECORDS AND REPORTS.............................................18

FINANCIAL STATEMENTS............................................18

APPENDIX - Accumulation Transfer Formula........................20




<PAGE>


THE CONTRACT

 .........  The  following  pages  provides  additional  information 
 about the contract which may be of interest to
some owners.

NET INVESTMENT FACTOR

         For any sub-account of the variable account,  the net investment factor
for a valuation  period,  before the annuity date, is (a) divided by (b),  minus
(c) minus (d):

         Where (a) is:

         The net asset value per share held in the sub-account, as of the end of
         the  valuation  period;  plus the  per-share  amount of any dividend or
         capital  gain  distributions  if the  "ex-dividend"  date occurs in the
         valuation  period;  plus or  minus a  per-share  charge  or  credit  as
         Transamerica may determine,  as of the end of the valuation period, for
         taxes.

         Where (b) is:

         The net asset value per share held in the  sub-account as of the end of
the last prior valuation period.

         Where (c) is:

         The daily charge of 0.00329%  (1.20%  annually)  for the  mortality and
         expense  risk charge  times the number of calendar  days in the current
         valuation period.

         Where (d) is:

         The daily  administrative  expense charge,  currently  0.000411% (0.15%
         annually)  times the number of calendar  days in the current  valuation
         period.  This  charge may be  increased,  but will not exceed  0.00096%
         (0.35% annually).

         A valuation day is defined as any day that the New York Stock  Exchange
is open.

SETTLEMENT OPTION PAYMENTS The variable  settlement options provide for payments
that  fluctuate in dollar  amount,  based on the  investment  performance of the
selected variable sub-account(s).

Variable Annuity Units and Payments

         For the first  monthly  payment,  the number of variable  annuity units
credited in each variable  sub-account  will be determined by dividing:  (a) the
product of the  portion of the value to be applied to the  variable  sub-account
and the variable  annuity  purchase rate  specified in the contract;  by (b) the
value of one variable annuity unit in that sub-account on the annuity date.

         The amount of each  subsequent  variable  payment equals the product of
the  number of  variable  annuity  units in each  variable  sub-account  and the
variable  sub-account's  variable  annuity unit value as of the tenth day of the
month before the payment due date. The amount of each payment may vary.

Variable Annuity Unit Value

         The value of a variable  annuity unit in a variable  sub-account on any
valuation day is determined as described below.

         The net investment factor for the valuation period (for the appropriate
payment frequency) just ended is multiplied by the value of the variable annuity
unit for the  sub-account  on the preceding  valuation  day. The net  investment
factor  after the annuity  date is  calculated  in the same manner as before the
annuity date and then  multiplied  by an interest  factor.  The interest  factor
equals  (.999893)n  where n is the number of days since the preceding  valuation
day. This  compensates  for the 4% interest  assumption  built into the variable
annuity purchase rates. Transamerica may offer other assumed interest rates than
4%. The  appropriate  interest  factor  will be applied  to  compensate  for the
assumed interest rate.

Transfers After the Annuity Date

         After the annuity date, the owner may transfer  variable  annuity units
from one sub-account to another, subject to certain limitations. See "Transfers"
page 27 of the prospectus.  The dollar amount of each subsequent monthly annuity
payment after the transfer  must be determined  using the new number of variable
annuity units  multiplied by the variable  sub-account's  variable  annuity unit
value on the tenth day of the month preceding payment. Transamerica reserves the
right to change this day of the month.

         The formula used to determine a transfer  after the annuity date can be
found in the Appendix to this statement of additional information.

GENERAL PROVISIONS

IRS Required Distributions

         If any owner  under a  non-qualified  contract  dies  before the entire
interest in the contract is distributed, the value generally must be distributed
to the designated beneficiary so that the contract qualifies as an annuity under
the Code. (See "Federal Tax Matters" page 42 of the prospectus.)

Non-Participating

         The contract is  non-participating.  No  dividends  are payable and the
contract will not share in the profits or surplus earnings of Transamerica.

Misstatement of Age or Sex

         If the age or sex of the annuitant or any other measuring life has been
misstated in the application,  the settlement option payments under the contract
will be whatever the annuity  amount  applied on the annuity date would purchase
on the basis of the correct age or sex of the annuitant  and/or other  measuring
life. Any  overpayments or underpayments by Transamerica as a result of any such
misstatement  may be respectively  charged against or credited to the settlement
option  payment or payments to be made after the  correction so as to adjust for
such overpayment or underpayment.

Proof of Existence and Age

         Before making any payment under the contract,  Transamerica may require
proof of the  existence  and/or  proof of the age of the  annuitant or any other
measuring life, or any other  information  deemed  necessary in order to provide
benefits under the contract.

Annuity Data

         Transamerica  will  not be  liable  for  obligations  which  depend  on
receiving  information  from a payee or measuring life until such information is
received in a satisfactory form.



<PAGE>


Assignment

         No assignment of a contract will be binding on Transamerica unless made
in writing and given to Transamerica at the Service Center.  Transamerica is not
responsible  for the  adequacy of any  assignment.  The  owner's  rights and the
interest of any annuitant or non-irrevocable  beneficiary will be subject to the
rights of any assignee of record.

Annual Report

         At least once each contract  year prior to the annuity date,  the owner
will  be  given  a  report  of the  current  account  value  allocated  to  each
sub-account of the variable account and any general account option.  This report
will also include any other information required by law or regulation. After the
annuity  date,  a  confirmation  will be provided  with every  variable  annuity
payment.

Incontestability

         Each contract is incontestable  from the contract effective date except
in certain states where medical  questions are required on the  application  for
the optional Living Benefits Rider.

Entire Contract

         Transamerica has issued the contract in consideration and acceptance of
the payment of the initial purchase payment and certain required  information in
an acceptable form and manner or, where state law requires, the application.  In
those states that require a written  application,  a copy of the  application is
attached to and is part of the contract and along with the contract  constitutes
the entire contract.

         The group annuity  contract has been issued to a trust  organized under
Missouri  law.  However,  the sole  purpose  of the  trust is to hold the  group
annuity  contract.  The owner has all rights and benefits  under the  individual
certificate issued under the group contract.

Changes in the Contract

         Only two authorized officers of Transamerica, acting together, have the
authority to bind Transamerica or to make any change in the individual  contract
or the group  contract or individual  certificates  thereunder  and then only in
writing. Transamerica will not be bound by any promise or representation made by
any other persons.

         Transamerica  may change or amend the individual  contract or the group
contract or  individual  certificates  thereunder if such change or amendment is
necessary  for the  individual  contract  or the group  contract  or  individual
certificates  thereunder  to  comply  with any  state or  federal  law,  rule or
regulation.

Protection of Benefits

         To the extent  permitted by law, no benefit  (including death benefits)
under  the  contract  will be  subject  to any  claim or  process  of law by any
creditor.

Delay of Payments

         Payment of any cash  withdrawal,  lump sum death  benefit,  or variable
payment or transfer due from the  variable  account will occur within seven days
from the date the election becomes  effective,  except that  Transamerica may be
permitted to postpone such payment if: (1) the New York Stock Exchange is closed
for other than usual  weekends  or  holidays,  or  trading  on the  Exchange  is
otherwise  restricted;  or (2) an emergency  exists as defined by the Securities
and Exchange Commission (Commission), or the Commission requires that trading be
restricted; or (3) the Commission permits a delay for the protection of owners.
         In addition,  while it is our intention to process all  transfers  from
the  sub-accounts  immediately upon receipt of a transfer  request,  we have the
right to delay effecting a transfer from a variable  sub-account for up to seven
days. We may delay effecting such a transfer if there is a delay of payment from
an affected portfolio.  If this happens, then we will calculate the dollar value
or number of units involved in the transfer from a variable sub-account on or as
of the date we receive a transfer  request in a acceptable form and manner,  but
will not process the transfer to the transferee  sub-account  until a later date
during the seven-day delay period when the portfolio underlying the transferring
sub-account  obtains  liquidity to fund the transfer  request  through  sales of
portfolio  securities,   new  purchase  payments,   transfers  by  investors  or
otherwise. During this period, the amount transferred would not be invested in a
variable sub-account.

         Transamerica  may delay  payment  of any  withdrawal  from any  general
account  options  for a period of not more than six  months  after  Transamerica
receives the request for such  withdrawal.  If  Transamerica  delays payment for
more than 30 days, Transamerica will pay interest on the withdrawal amount up to
the date of payment. See "Cash Withdrawals" page 30 of the prospectus.

Notices and Directions

         Transamerica  will  not  be  bound  by  any  authorization,  direction,
election  or  notice  which  is  not,  in  a  form  and  manner   acceptable  to
Transamerica, and received at the Service Center.

         Any written  notice  requirement by  Transamerica  to the owner will be
satisfied by our mailing of any such required  written  notice,  by  first-class
mail, to the owner's last known address as shown on our records.

CALCULATION OF YIELDS AND TOTAL RETURNS

Money Market Sub-Account Yield Calculation

         In accordance with regulations adopted by the Commission,  Transamerica
is required to compute the money market  sub-account's  current annualized yield
for a seven-day  period in a manner which does not take into  consideration  any
realized or  unrealized  gains or losses on shares of the money market series or
on its  portfolio  securities.  This  current  annualized  yield is  computed by
determining  the net change  (exclusive of realized gains and losses on the sale
of securities and unrealized  appreciation  and  depreciation) in the value of a
hypothetical  account  having  a  balance  of  one  unit  of  the  money  market
sub-account at the beginning of such seven-day period,  dividing such net change
in account  value by the value of the account at the  beginning of the period to
determine  the base period  return and  annualizing  this  quotient on a 365-day
basis.  The net change in account value  reflects the  deductions for the annual
account fee, the  mortality and expense risk charge and  administrative  expense
charges and income and  expenses  accrued  during the  period.  Because of these
deductions,  the yield for the money market  sub-account of the variable account
will be lower  than the  yield  for the money  market  series or any  comparable
substitute funding vehicle.

         The  Commission  also permits  Transamerica  to disclose the  effective
yield of the money market sub-account for the same seven-day period,  determined
on a compounded  basis.  The effective  yield is calculated by  compounding  the
unannualized base period return by adding one to the base period return, raising
the sum to a power  equal  to 365  divided  by 7, and  subtracting  one from the
result.

         The yield on amounts held in the money market sub-account normally will
fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given past
period is not an  indication  or  representation  of  future  yields or rates of
return.  The money market  sub-account's  actual yield is affected by changes in
interest rates on money market  securities,  average  portfolio  maturity of the
money market  series or  substitute  funding  vehicle,  the types and quality of
portfolio  securities  held by the money  market  series or  substitute  funding
vehicle, and operating expenses.  In addition,  the yield figures do not reflect
the  effect  of any  contingent  deferred  sales  load (of up to 6% of  purchase
payments) that may be applicable to a contract.

Other Sub-Account Yield Calculations

         Transamerica  may from time to time  disclose  the  current  annualized
yield of one or more of the  variable  sub-accounts  (except  the  money  market
sub-account) for 30-day periods. The annualized yield of a sub-account refers to
the income generated by the sub-account over a specified 30-day period.  Because
this yield is annualized, the yield generated by a sub-account during the 30-day
period is assumed to be generated each 30-day  period.  The yield is computed by
dividing the net investment income per variable  accumulation unit earned during
the period by the price per unit on the last day of the period, according to the
following formula:

             YIELD=        2[{a-b + 1}6 -  1]
                                 cd

         Where:

         a        = net  investment  income  earned  during  the  period  by the
                  portfolio attributable to the shares owned by the sub-account.
         b =  expenses  for  the  sub-account  accrued  for the  period  (net of
         reimbursements).  c = the average daily number of variable accumulation
         units outstanding during the period. d = the maximum offering price per
         variable accumulation unit on the last day of the period.

         Net  investment  income will be  determined  in  accordance  with rules
established by the Commission.  Accrued expenses will include all recurring fees
that are charged to all  contracts.  The yield  calculations  do not reflect the
effect  of any  contingent  deferred  sales  load  that may be  applicable  to a
particular  contract.  Contingent deferred sales load range from 6% to 0% of the
amount of  account  value  withdrawn  depending  on the  elapsed  time since the
receipt of each purchase payment.

         Because of the charges and deductions  imposed by the variable account,
the yield for the sub-account will be lower than the yield for the corresponding
portfolio.  The yield on amounts held in the variable sub-accounts normally will
fluctuate over time. Therefore,  the disclosed yield for any given period is not
an  indication  or  representation  of  future  yields or rates of  return.  The
variable sub-account's actual yield will be affected by the types and quality of
portfolio securities held by the portfolio, and its operating expenses.

Standard Total Return Calculations

         Transamerica  may from time to time also disclose  average annual total
returns for one or more of the sub-accounts for various periods of time. Average
annual  total  return  quotations  are  computed by finding  the average  annual
compounded rates of return over one, five and ten year periods that would equate
the initial amount  invested to the ending  redeemable  value,  according to the
following formula:

         P{1 + T}n = ERV

         Where:
         P =               a hypothetical initial payment of $1,000
         T =               average annual total return
         n =               number of years
         ERV               = ending  redeemable  value of a hypothetical  $1,000
                           payment  made at the  beginning  of the one,  five or
                           ten-year  period  at the  end of the  one,  five,  or
                           ten-year  period  (or  fractional   portion  of  such
                           period).

         All recurring fees are recognized in the ending  redeemable  value. The
standard average annual total return calculations will reflect the effect of any
contingent deferred sales loads that may be applicable to a particular period.

Adjusted Historical Portfolio Performance Data

         Transamerica  may  also  disclose  "historic"  performance  data  for a
portfolio,  for periods before the variable  sub-account  commenced  operations.
Such performance  information will be calculated based on the performance of the
portfolio and the assumption  that the sub-account was in existence for the same
periods as those indicated for the portfolio,  with a level of contract  charges
currently in effect.

         This type of adjusted  historical  performance data may be disclosed on
both an  average  annual  total  return and a  cumulative  total  return  basis.
Moreover,  it may be disclosed  assuming  that the  contract is not  surrendered
(i.e.,  with no deduction for the  contingent  deferred sales load) and assuming
that the contract is  surrendered  at the end of the  applicable  period  (i.e.,
reflecting a deduction for any applicable contingent deferred sales load).

Other Performance Data

         Transamerica  may from time to time also disclose  average annual total
returns in a  non-standard  format in  conjunction  with the standard  described
above. The  non-standard  format will be identical to the standard format except
that the contingent deferred sales load percentage will be assumed to be 0%.

         Transamerica  may from  time to time  also  disclose  cumulative  total
returns in conjunction  with the standard format described above. The cumulative
returns  will be  calculated  using  the  following  formula  assuming  that the
contingent deferred sales load percentage will be 0%.

         CTR = {ERV/P} -  1

         Where:
         CTR =             the cumulative total return net of sub-account 
recurring charges for the period.
         ERV =             ending  redeemable  value of a hypothetical  $1,000
payment at the beginning of the one,
                           five, or ten-year period at the end of the one, five,
                           or  ten-year  period  (or  fractional  portion of the
                           period).
         P =               a hypothetical initial payment of $1,000.

         All  non-standard  performance  data  will  be  advertised  only if the
standard performance data is also disclosed.

HISTORIC PERFORMANCE DATA

         General Limitations

         The figures below represent past  performance and are not indicative of
future  performance.  The figures  may  reflect the waiver of advisory  fees and
reimbursement of other expenses which may not continue in the future.

         Portfolio information,  including historical daily net asset values and
capital  gains and dividends  distributions  regarding  each  portfolio has been
provided by that portfolio. The adjusted historical sub-account performance data
is derived from the data provided by the portfolios.  Transamerica has no reason
to doubt the accuracy of the figures  provided by the  portfolios.  Transamerica
has not verified these figures.

Adjusted Historical Sub-Account Performance Data

         The  charts  below  show  adjusted  historical   performance  date  for
seventeen   sub-accounts  for  the  periods,  prior  to  the  inception  of  the
sub-accounts,  based on the performance of the  corresponding  portfolios  since
their inception date, with a level of charges equal to those currently  assessed
under  the  contracts.  These  figures  are  not an  indication  of  the  future
performance of the sub-accounts.
         The  dates  next  to  each  sub-account  name  indicates  the  date  of
commencement of operation of the corresponding  portfolio.  The Transamerica VIF
Money Market portfolio has not yet commenced  operations.  The sub-accounts will
commence  operations January 2, 1998. Hence, there is no actual performance data
for these sub-accounts.

Notes:

1. On September 16, 1994, an investment  company which had commenced  operations
on August 1, 1988, called Quest for Value  Accumulation  Trust (the "Old Trust")
at which time the Present Trust  commenced  operations.  The total net assets of
the Small Cap Portfolio  immediately  after the transaction were $139,812,573 in
the Old Trust and  $8,129,274  in the  Present  Trust.  For the period  prior to
September 16, 1994, the  performance  figures for the Small Cap Portfolio of the
Present  Trust  reflect the  performance  of the Small Cap  Portfolio of the Old
Trust.

2. The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., is
the  successor  to  Separate  Account  Fund C of  Transamerica  Occidental  Life
Insurance Company, a management  investment company funding variable  annuities,
through a reorganization on November 1, 1996. Accordingly,  the performance data
for  the  Transamerica  VIF  Growth  Portfolio   includes   performance  of  its
predecessor.

3. On September 16, 1994, an investment  company which had commenced  operations
on August 1, 1988, called Quest for Value  Accumulation  Trust (the "Old Trust")
was  effectively  divided  into two  investment  funds - The Old  Trust  and the
present  OCC  Accumulation  Trust  (the  "Present  Trust")  at the  time  of the
transaction  there was  $682,601,380  in the Old Trust  and  $51,345,102  in the
Present  Trust.  For the period prior to September  16,  1994,  the  performance
figures for the Managed  Portfolio of the Present Trust reflect the  performance
of the Managed Portfolio of the Old Trust.

Adjusted Historical Performance Data Charts

1.        Average Annual Total Returns - Assuming surrender but no Living
Benefits Rider

2.        Average Annual Total Returns - Assuming surrender and Living Benefit
 Rider

3.        Average Annual Total Returns - Assuming no surrender or Living
Benefits Rider

4.        Average Annual Total Returns - Assuming no surrender but reflecting 
Living Benefits Rider

5.        Cumulative Returns - Assuming surrender but no Living Benefits Rider

6.        Cumulative Returns - Assuming surrender and Living Benefits Rider

7.        Cumulative Returns - Assuming no surrender or Living Benefits Rider

8.        Cumulative Returns - Assuming no surrender but reflecting Living
Benefits Rider


<PAGE>


1.        Average Annual Total Returns - Assuming surrender but no Living
Benefits Rider

         Average  annual  total  returns  for  periods  since  inception  of the
portfolio,  including adjusted historical performance,  for each sub-account are
as follows.  These figures include  mortality and expenses  charges of 1.20% per
annum,  administrative expenses charge of 0.15% per annum, an account fee of $30
per annum  adjusted  for  average  account  size and the  applicable  contingent
deferred sales load (maximum of 6% of purchase  payments) and do not reflect any
fee deduction for the optional Living Benefits Rider.
<TABLE>
<CAPTION>


- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
<S>                              <C>             <C>              <C>                                 <C>   
Alger American Income &          31.06%          27.44%           15.51%            N/A               12.19%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            23.15%          26.98%           17.27%            N/A               13.57%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             28.33%          30.98%           19.04%            N/A               19.74%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              21.74%          26.34%            N/A              N/A               18.06%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            12.11%          18.53%           24.28%            N/A               41.92%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             16.11%          18.23%            N/A              N/A               14.13%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            16.53%          23.35%            N/A              N/A               20.63%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          16.38%            N/A             N/A              N/A               20.19%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         23.96%            N/A             N/A              N/A               24.33%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       14.66%            N/A             N/A              N/A               19.04%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          3.26%             N/A             N/A              N/A                3.30%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           6.83%             N/A             N/A              N/A                6.85%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                -2.76%            N/A             N/A              N/A               -2.77%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.08%          27.04%           17.94%            N/A               18.63%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.40%          16.49%           12.66%            N/A               13.83%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          45.11%          41.99%           29.82%          24.22%              18.18%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------




<PAGE>


2.       Average Annual Total Returns - Assuming surrender and reflecting Living
         Benefits Rider Average annual total returns for periods since inception
         of the portfolio, including adjusted historical
performance,  for  each  sub-account  are  as  follows.  These  figures  include
mortality  and  expenses  charges  of 1.20% per annum,  administrative  expenses
charge of 0.15% per annum,  an account fee of $30 per annum adjusted for average
account  size,  the  applicable  contingent  deferred  sales load (maximum 6% of
purchase payments) and optional Living Benefits Rider fee of 0.05% per annum.

- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          30.99%          27.38%           15.45%            N/A               12.13%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            23.08%          26.92%           17.21%            N/A               13.51%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             28.27%          30.91%           18.98%            N/A               19.68%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              21.67%          26.27%            N/A              N/A               18.00%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            12.05%          18.47%           24.21%            N/A               41.85%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             16.05%          18.17%            N/A              N/A               14.08%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            16.47%          23.29%            N/A              N/A               20.57%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          16.32%            N/A             N/A              N/A               20.10%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         23.90%            N/A             N/A              N/A               24.27%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       14.60%            N/A             N/A              N/A               18.98%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          3.23%             N/A             N/A              N/A                3.24%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           6.78%             N/A             N/A              N/A                6.80%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                -2.81%            N/A             N/A              N/A               -2.82%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.02%          26.97%           17.88%            N/A               18.57%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.34%          16.43%           12.60%            N/A               13.77%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          45.03%          41.92%           29.76%          24.16%              18.12%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------



<PAGE>



3.        Average Annual Total Returns - Assuming no surrender or Living Benefits Rider

         Non-standard  average annual total returns for periods since  inception
of  the  portfolio,   including  adjusted  historical   performance,   for  each
sub-account are as follows. These figures include mortality and expenses charges
of 1.20% per  annum,  administrative  expenses  charge of 0.15% per annum and an
account fee of $30 per annum  adjusted  for  average  account  size,  but do not
reflect any applicable contingent deferred sales load (maximum of 6% of purchase
payments) and do not reflect any fee deduction for the optional  Living Benefits
Rider.

- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          36.16%          28.31%           15.89%            N/A               12.19%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            28.25%          27.86%           17.63%            N/A               13.69%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             33.43%          31.80%            N/A              N/A               20.02%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              26.84%          27.22%            N/A              N/A               18.45%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            17.21%          19.53%           24.56%            N/A               41.92%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             21.21%          19.23%            N/A              N/A               14.64%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            21.63%          24.28%            N/A              N/A               21.16%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          21.48%            N/A             N/A              N/A               21.75%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         29.06%            N/A             N/A              N/A               25.78%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       19.76%            N/A             N/A              N/A               20.38%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          8.39%             N/A             N/A              N/A                8.41%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           11.93%            N/A             N/A              N/A               11.97%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                2.34%             N/A             N/A              N/A                2.35%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.18%          27.91%           18.29%            N/A               18.63%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.50%          17.53%           13.08%            N/A               13.83%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          50.21%          42.69%           30.06%          24.22%              18.18%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------


<PAGE>


4.       Average Annual Total Returns - Assuming no surrender but reflecting Living Benefits Rider

         Non-standard  average annual total returns for periods since  inception
of  the  portfolio,   including  adjusted  historical   performance,   for  each
sub-account are as follows. These figures include mortality and expenses charges
of 1.20% per annum,  administrative  expenses  charge of 0.15% per annum and, an
account fee of $30 per annum  adjusted  for  average  account  size,  but do not
reflect any  applicable  contingent  deferred sales load (maximum 6% of purchase
payments). They do reflect deduction of the fee for the optional Living Benefits
Rider Fee of 0.05% per annum.

- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          36.09%          28.25%           15.83%            N/A               12.13%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            28.18%          27.79%           17.57%            N/A               13.63%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             33.37%          31.73%           19.32%            N/A               19.96%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              26.77%          27.16%            N/A              N/A               18.39%
Appreciation (4/27/93)                                                                                  6%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            17.15%          19.47%           24.50%            N/A               41.85%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             21.15%          19.17%            N/A              N/A               14.58%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            21.57%          24.22%            N/A              N/A               21.10%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          21.42%            N/A             N/A              N/A               21.69%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         29.00%            N/A             N/A              N/A               25.72%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       19.70%            N/A             N/A              N/A               20.32%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          8.33%             N/A             N/A              N/A                8.36%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           11.88%            N/A             N/A              N/A               11.91%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                2.29%             N/A             N/A              N/A                2.30%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.12%          27.84%           18.23%            N/A               18.57%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.44%          17.47%           13.02%            N/A               13.77%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          50.13%          42.62%           30.00%          24.16%              18.12%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------


<PAGE>


5.       Cumulative Returns - Assuming surrender but no Living Benefits Rider

         Adjusted historical standard cumulative total returns for periods since
inception of the portfolio for each  sub-account  are as follows.  These figures
include  mortality  and  expenses  charges  of 1.20% per  annum,  administrative
expenses charge of 0.15% per annum, an account fee of $30 per annum adjusted for
average account size and the applicable  contingent deferred sales load (maximum
of 6% of  purchase  payments)  and do not  reflect  any  fee  deduction  for the
optional Living Benefits Rider.

- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          31.06%          107.00%         105.63%            N/A               185.94%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            23.15%          104.76%         121.80%            N/A               142.70%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             28.33%          124.70%           N/A              N/A               170.27%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              21.74%          101.66%           N/A              N/A               117.54%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            12.11%          66.51%          196.43%            N/A              1207.41%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             16.11%          65.26%            N/A              N/A               76.65%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            16.53%          87.70%            N/A              N/A               124.16%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          16.38%            N/A             N/A              N/A               56.65%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         23.69%            N/A             N/A              N/A               62.63%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       14.66%            N/A             N/A              N/A               52.95%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          3.26%             N/A             N/A              N/A                3.29%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           6.83%             N/A             N/A              N/A                6.83%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                -2.76%            N/A             N/A              N/A               -2.76%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.08%          105.01%         128.17%            N/A               400.31%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.40%          58.08%           81.48%            N/A               139.00%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          45.11%          186.28%         268.75%          775.02%            1636.62%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------


6.    Cumulative Returns - Assuming surrender and Living Benefits Rider

         Adjusted historical standard cumulative total returns for periods since
inception of the portfolio for each  sub-account  are as follows.  These figures
include  mortality  and  expenses  charges  of 1.20% per  annum,  administrative
expenses charge of 0.15% per annum, an account fee of $30 per annum adjusted for
average account size, the applicable  contingent deferred sales load (maximum 6%
of purchase  payments) and the optional  Living  Benefits Rider Fee of 0.05% per
annum.

- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          30.99%          106.68%         105.11%            N/A               184.64%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            23.08%          104.45%         121.24%            N/A               141.85%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             28.27%          124.36%         138.47%            N/A               169.52%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              21.67%          101.35%           N/A              N/A               117.03%
Appreciation (4/27/93)                                                                                  6%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            12.05%          66.25%          195.68%            N/A              1202.63%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             16.05%          65.01%            N/A              N/A               76.27%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            16.47%          87.41%            N/A              N/A               123.67%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          16.32%            N/A             N/A              N/A               56.45%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         23.90%            N/A             N/A              N/A               62.45%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       14.60%            N/A             N/A              N/A               52.76%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          3.23%             N/A             N/A              N/A                3.23%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           6.78%             N/A             N/A              N/A                6.78%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                -2.81%            N/A             N/A              N/A               -2.81%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.02%          104.70%         127.59%            N/A               397.96%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           16.34%          57.84%           81.02%            N/A               237.41%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          45.03%          185.85%         267.82%          770.67%            1621.85%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------


7.       Cumulative Returns - Assuming no surrender or Living Benefits Rider

         Adjusted historical  non-standard  cumulative total returns for periods
since  inception of the  portfolio  for each  sub-account  are as follow.  These
figures   include   mortality   and   expenses   charges  of  1.20%  per  annum,
administrative  expenses charge of 0.15% per annum and an account fee of $30 per
annum  adjusted  for average  account  size but do not  reflect  any  applicable
contingent  deferred sales load (maximum of 6% of purchase  payments) and do not
reflect any fee deduction for the optional Living Benefits Rider.


- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          36.16%          111.25%         109.03%            N/A               185.94%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            28.25%          109.01%         125.20%            N/A               144.40%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             33.43%          128.95%           N/A              N/A               173.67%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              26.84%          105.92%           N/A              N/A               120.94%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            17.21%          70.76%          199.83%            N/A              1207.41%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             21.21%          69.51%            N/A              N/A               80.05%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            21.63%          91.95%            N/A              N/A               128.41%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          21.48%            N/A             N/A              N/A               61.75%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         29.06%            N/A             N/A              N/A               66.88%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       19.76%            N/A             N/A              N/A               57.20%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          8.39%             N/A             N/A              N/A                8.39%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           11.93%            N/A             N/A              N/A               11.93%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                2.34%             N/A             N/A              N/A                2.34%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.18%          109.26%         131.57%            N/A               400.31%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.50%          62.33%           84.88%            N/A               239.00%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          50.21%          190.53%         272.15%          775.02%            1636.62%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------


<PAGE>


8.       Cumulative Returns - Assuming no surrender but reflecting Living Benefits Rider

         Adjusted historical  non-standard  cumulative total returns for periods
since  inception of the  portfolio  for each  sub-account  are as follow.  These
figures   include   mortality   and   expenses   charges  of  1.20%  per  annum,
administrative  expenses charge of 0.15% per annum and an account fee of $30 per
annum  adjusted  for average  account  size,  but do not reflect any  applicable
contingent  deferred  sales load  (maximum  6% of  purchase  payments).  They do
reflect  deductions  of the fee for the optional  Living  Benefits  Rider Fee of
0.05% per annum.


- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
        SUB-ACCOUNT             For the      For the 3-year      For the          For the       For the period from
 (date of commencement of    1-year period    period ending   5-year period   10-year period      commencement of
       operation of              ending         12/31/97          ending      ending 12/31/97  portfolio operations
 corresponding portfolio)       12/31/97                         12/31/97                           to 12/31/97
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alger American Income &          36.09%          110.93%         108.51%            N/A               184.64%
Growth (11/14/88)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Growth &            28.18%          108.70%         124.64%            N/A               143.55%
Income (1/14/91)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Alliance VPF Premier             33.37%          128.61%         141.87%            N/A               172.92%
Growth (6/26/92)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Capital              26.77%          105.60%           N/A              N/A               120.43%
Appreciation (4/27/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Dreyfus VIF Small Cap            17.15%          70.50%          199.08%            N/A              1202.63%
(8/30/90)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Balanced             21.15%          69.26%            N/A              N/A               79.67%
(9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Janus Aspen Worldwide            21.57%          91.66%            N/A              N/A               127.92%
Growth (9/12/93)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Emerging Growth          21.42%            N/A             N/A              N/A               61.55%
(7/23/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Growth w/ Income         29.00%            N/A             N/A              N/A               66.70%
(10/8/95)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
MFS VIT Research (7/25/95)       19.70%            N/A             N/A              N/A               57.01%
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF Fixed          8.33%             N/A             N/A              N/A                8.33%
Income (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF High           11.88%            N/A             N/A              N/A               11.88%
Yield (1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Morgan Stanley UF                2.29%             N/A             N/A              N/A                2.29%
International Magnum
(1/1/97)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.12%          108.95%         130.99%            N/A               397.96%
Managed (7/31/88) (3)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
OCC Accumulation Trust           21.44%          62.09%           84.42%            N/A               237.41%
Small Cap (7/31/88) (1)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Growth          50.13%          190.10%         271.22%          770.67%            1621.85%
(12/1/80) (2)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------- --------------- ---------------- --------------- ---------------- ----------------------
</TABLE>

DISTRIBUTION OF THE CONTRACT
         Transamerica   Securities  Sales  Corporation   ("TSSC")  is  principal
underwriter of the contracts.  TSSC may also serve as principal  underwriter and
distributor of other contracts  issued through the variable  account and certain
other separate accounts of Transamerica and any affiliated of Transamerica. TSSC
is  a  wholly  owned  subsidiary  of  Transamerica   Insurance   Corporation  of
California,  which  is  a  subsidiary  of  Transamerica  Corporation.   TSSC  is
registered  with  the  Commission  as a  broker-dealer  and is a  member  of the
National  Association of Securities  Dealers,  Inc. ("NASD").  Transamerica pays
TSSC for acting as the principal underwriter under a distribution agreement.

         TSSC has entered into sales  agreements  with other  broker-dealers  to
solicit  applications for the contracts through registered  representatives  who
are  licensed  to  sell  securities  and  variable  insurance  products.   These
agreements  provide  that  applications  for the  contracts  may be solicited by
registered  representatives of the  broker-dealers  appointed by Transamerica to
sell its variable life insurance and variable  annuities.  These  broker-dealers
are  registered  with the Commission and are members of the NASD. The registered
representatives  are  authorized  under  applicable  state  regulations  to sell
variable life insurance and variable annuities.

         Under  the  agreements,  applications  for  contracts  will  be sold by
broker-dealers which will receive compensation as described in the Prospectus.

         The  offering of the  contracts is expected to be  continuous  and TSSC
does not anticipate  discontinuing the offering of the contracts.  However, TSSC
reserves the right to discontinue the offering of the contracts.

         During fiscal years 1996 and 1997, no commissions  were paid to TSSC as
underwriter of the contracts;  no amounts were retained by TSSC. Under the Sales
Agreement,  TSSC will pay  broker-dealers  compensation based on a percentage of
each purchase payment.  The percentage may be up to 6% and in certain situations
additional amounts for marketing allowances,  production bonuses,  service fees,
sales awards and meetings, and asset based trailer commission may be paid.

SAFEKEEPING OF VARIABLE ACCOUNT ASSETS

         Title to assets of the variable  account is held by  Transamerica.  The
assets of the variable  account are kept  separate  and apart from  Transamerica
general account assets.  Records are maintained of all purchases and redemptions
of portfolio shares held by each of the sub-accounts.

STATE REGULATION

         Transamerica  is subject to the insurance  laws and  regulations of all
the states where it is licensed to operate. The availability of certain contract
rights  and  provisions  depends  on state  approval  and/or  filing  and review
processes.  Where  required by state law or  regulation,  the  contract  will be
modified accordingly.

RECORDS AND REPORTS

         All  records and  accounts  relating to the  variable  account  will be
maintained by Transamerica or by the Service  Center.  As presently  required by
the  provisions of the 1940 Act and  regulations  promulgated  thereunder  which
pertain to the variable account,  reports  containing such information as may be
required  under the 1940 Act or by other  applicable  law or regulation  will be
sent to owners semi-annually at their last known address of record.

FINANCIAL STATEMENTS

         Because the variable  account had not yet  commenced  operations  as of
December 31, 1997, there is no financial statement for the variable account.

         The financial statements for Transamerica included in this statement of
additional  information  should be considered  only as bearing on the ability of
Transamerica  to meet its  obligations  under the contracts.  They should not be
considered  as  bearing  on the  investment  performance  of the  assets  in the
variable account.


<PAGE>


APPENDIX

         Accumulation Transfer Formula

           Transfers  after the annuity  date are  implemented  according to the
following formulas:

         (1) Determine the number of units to be transferred from the variable
 sub-account as follows:
         = AT/AUV1

         (2) Determine the number of variable  accumulation  units  remaining in
         such variable sub-account (after the transfer):
         = UNIT1   AT/AUV1

         (3)  Determine  the  number  of  variable  accumulation  units  in  the
         transferee variable sub-account (after the transfer):
         = UNIT2 + AT/AUV2

         (4) Subsequent variable  accumulation payments will reflect the changes
         in variable  accumulation units in each variable  sub-account as of the
         next Variable Accumulation Payment's due date.

         Where:

         (AUV1)  is  the  variable  accumulation  Unit  value  of  the  Variable
         sub-account  that the  transfer is being made from as of the end of the
         valuation Period in which the transfer request was received.

         (AUV2)  is  the  variable  accumulation  unit  value  of  the  variable
         sub-account  that the  transfer  is being  made to as of the end of the
         valuation period in which the transfer request was received.

         (UNIT1) is the number of variable  accumulation  units in the  Variable
         sub-account that the transfer is being made from, before the transfer.

         (UNIT2) is the number of variable  accumulation  units in the  variable
         sub-account that the transfer is being made to, before the transfer.

         (AT)  is  the  dollar  amount  being   transferred  from  the  variable
sub-account.





<PAGE>

                                                            1

                                     PROFILE
                                     of the
                    TRANSAMERICA CATALYSTsm VARIABLE ANNUITY
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
                                   May 1, 1998

         This Profile is a summary of some of the more important points that you
         should know and consider before  purchasing the contract.  The contract
         is more fully described in the full prospectus  that  accompanies  this
         Profile. Please read the prospectus carefully.

1. The Contract.  The  Transamerica  Catalystsm  Variable  Annuity is a contract
between you and Transamerica  Life Insurance and Annuity Company that allows you
to invest your  purchase  payments  in your choice of 17 mutual fund  portfolios
("portfolios")  in the Variable  Account and two general  account  options.  The
portfolios are professionally managed and you can gain or lose money invested in
a portfolio,  but you could also earn more than investing in the general account
options.  Transamerica  guarantees  the safety of money  invested in the general
account  options.  Certain  portfolios  and general  account  options may not be
available in all states.

         The  contract  is a  deferred  annuity  and  it  has  two  phases:  the
accumulation phase, and the annuitization  phase. During the accumulation phase,
you can make  additional  payments on your  contract,  transfer  money among the
investment  options,  and withdraw some or all of your  investment.  During this
phase,  your earnings  accumulate on a tax-deferred  basis for individuals,  but
some or all of any  money you  withdraw  may be  taxable.  Tax  deferral  is not
available for non-qualified contracts owned by corporations and some trusts.

         During the annuity phase,  Transamerica  will make periodic payments to
you.  The  dollar  amount of the  payments  may  depend  on the  amount of money
invested and earned during the accumulation phase and on other factors,  such as
the annuitant's age and sex.

2. Annuity Payments. You can generally decide when to end the accumulation phase
and begin receiving  annuity  payments from  Transamerica.  You may choose fixed
payments, where the dollar amount of each payment generally remains the same, or
variable  payments,  where the dollar  amount of each  payment  may  increase or
decrease based on the investment  performance of the portfolios you select.  You
can choose among payments for the lifetime of an individual, or payments for the
longer  of one  lifetime  or a  guaranteed  period of 10,  15,  or 20 years,  or
payments for one lifetime and the lifetime of another individual.

3. Purchasing a Contract.  Generally you must invest at least $5,000 ($2,000 for
IRAs) to  purchase a  contract.  You can make  additional  payments  of at least
$1,000 each ($100 each if made under an  automatic  payment plan  deducted  from
your bank  account).  When you make a  payment,  Transamerica  currently  adds a
credit of 3.25% of the payment to your account value; Transamerica may vary this
percentage.  You may cancel your contract  during the free look period (see item
10 below).

         The  Transamerica  Catalyst  Variable Annuity is designed for long-term
tax-deferred   accumulation  of  assets,  generally  for  retirement  and  other
long-term goals.  Individuals in high tax brackets get the most benefit from the
tax  deferral  feature.  You should not invest in the  contract  for  short-term
purposes or if you cannot take the risk of losing some of your investment.



<PAGE>


4.       Investment Options.  VARIABLE ACCOUNT:  You can invest in any of the 
following 17 portfolios:
<TABLE>
<CAPTION>
<S>       <C>                                          <C>
            ----------------------------------------------- -------------------------------------------------
            Alger American Income & Growth                  MFS VIT Research
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Alliance VPF Growth & Income                    Morgan Stanley UF Fixed Income
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Alliance VPF Premier Growth                     Morgan Stanley UF High Yield
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Dreyfus VIF Capital Appreciation                Morgan Stanley UF International Magnum
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Dreyfus VIF Small Cap                           OCC Accumulation Trust Managed
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Janus Aspen Balanced                            OCC Accumulation Trust Small Cap
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            Janus Aspen Worldwide Growth                    Transamerica VIF Growth
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            MFS VIT Emerging Growth                         Transamerica VIF Money Market
            ----------------------------------------------- -------------------------------------------------
            ----------------------------------------------- -------------------------------------------------
            MFS VIT Growth with Income
            ----------------------------------------------- -------------------------------------------------
</TABLE>

         You can earn or lose money in any of these portfolios. These portfolios
are described in their own prospectuses.  All portfolios may not be available in
all states.

         GENERAL ACCOUNT:  You can also allocate payments to the general account
options,  where  Transamerica  guarantees the principal  invested plus an annual
interest  rate of at least  3%.  The  general  account  options  include a fixed
account and guarantee period options.

5.  Expenses.  Transamerica  makes  certain  charges and  deductions in order to
provide the benefits and features available under the contract:

          If you withdraw your money within seven years of investing  it, 
there may be a withdrawal  charge of up to 8% of
         the amount invested.

          Transamerica  deducts an annual  account  fee of no more than $30
(the fee is waived  for  account  values  over
         $50,000).

          Transamerica deducts insurance and administrative charges of 1.35% per
         year from your average daily value in the variable account.

          If you elect the  Living  Benefits  Rider (or  Waiver of CDSL  Rider),
         Transamerica  will  deduct a monthly  fee equal to 1/12 of 0.05% of the
         account value.

          The  first 18  transfers  each  year are  free  (then  Transamerica
 will  deduct a $10 fee for each  additional
         transfer).

          Advisory fees are also deducted by the portfolios'  managers,  and the
         portfolios  pay other  expenses  which,  in total,  range from 0.60% to
         1.15% of the amounts in the portfolios.

          There might be premium tax charges  ranging from 0 to 5% of your
 investment  and/or amounts you use to purchase
         annuity benefits (depending on your state's law).

         The  following  chart shows these  charges (not  including the optional
Living Benefits Rider fee, any transfer fees or premium  taxes).  The $30 annual
account  fee is included  in the first  column as a charge of 0.075%.  The third
column is the sum of the first two columns. The examples in the last two columns
show the total  amounts  you would be charged if you  invested  $1,000,  a 3.25%
credit was added to the  investment  and it grew 5% each year,  and you withdrew
your  entire  investment  after  one year or 10  years.  Year one  includes  the
withdrawal charge and year 10 does not.
<TABLE>
<CAPTION>


                                                     -----------------------------------------------------------------------
                                                                                                    Total       Total
                                                     Annual           Annual          Total         Expenses    Expenses
                                                     Insurance        Portfolio       Annual        at  End  of at  End  of
                                                     Charges          Charges         Charges       1 Year      10 Years
                                                     -----------------------------------------------------------------------
- -----------------------------------------------------
<S>                                                  <C>              <C>             <C>           <C>         <C>    
Alger American Income & Growth                       1.425%           0.74%           2.165         $94.67      $257.93
Alliance VPF Growth & Income                         1.425%           0.72%           2.145         $94.44      $252.83
Alliance VPF Premier Growth                          1.425%           0.95%           2.375         $96.84      $279.94
Dreyfus VIF Capital Appreciation Growth              1.425%           0.80%           2.225         $95.27      $262.26
Dreyfus VIF Small Cap                                1.425%           0.78%           2.205         $95.07      $259.90
Janus Aspen Balanced                                 1.425%           0.83%           2.255         $95.59      $265.79
Janus Aspen Worldwide Growth                         1.425%           0.74%           2.165         $94.65      $255.18
MFS Emerging Growth                                  1.425%           0.87%           2.295         $96.02      $271.61
MFS Growth & Income                                  1.425%           1.00%           2.425         $97.36      $285.10
MFS Research                                         1.425%           0.88 %          2.305         $96.12      $272.65
Morgan Stanley UF Fixed Income                       1.425%           0.70%           2.125         $94.23      $250.47
Morgan Stanley UF High Yield                         1.425%           0.80%           2.225         $95.27      $262.26
Morgan Stanley UF International Magnum               1.425%           1.15%           2.575         $98.94      $303.51
OCC Accumulation Trust Managed                       1.425%           0.87%           2.295         $96.01      $270.51
OCC Accumulation Trust Small Cap                     1.425%           0.97%           2.395         $97.05      $282.29
Transamerica VIF Growth                              1.425%           0.85%           2.275         $95.81      $269.52
Transamerica VIF Money Market                        1.425%           0.60%           2.025         $93.22      $242.97
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>


         The Annual Portfolio  Charges above are for the year ended December 31,
1997  (except  for  Transamerica  VIF Money  Market  portfolio)  and reflect any
expense  reimbursements  or fee waivers.  The figures for Transamerica VIF Money
Market  portfolio are estimates for the year 1998,  its first year of operation.
Expenses  may be higher or lower in the future.  See the  "Variable  Account Fee
Table"  in the  Transamerica  Catalyst  Variable  Annuity  prospectus  for  more
detailed information.

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portion   (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary income. In some cases,  income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money,  an  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings. Certain owners of non-qualified contracts that are not individuals may
be currently  taxed on increases in the contract value,  whether  distributed or
not.  Qualified  contracts are subject to special income tax rules  depending on
the plan or arrangement.

7. Access to Your Money. You can generally take money out at any time during the
accumulation phase. Transamerica may assess a withdrawal charge of up to 8% of a
purchase  payment,  but no withdrawal  charge will be assessed on money that has
been in the contract for seven years.  In certain cases, if you elect the Living
Benefits  Rider when you purchase the  contract,  the  withdrawal  charge may be
waived if you are in a hospital  or nursing  home for a long  period or, in some
states,  if you are diagnosed with a terminal  illness,  or if you are receiving
medically  required in-home care (if the withdrawal charge is waived, any credit
less than 12 months old will be forfeited).  Subject to certain conditions, each
contract year you may withdraw up to 10% of purchase payments received less than
seven  years ago,  without  incurring  a  withdrawal  charge.  Withdrawals  from
qualified  contracts  may be  subject  to severe  restrictions  and,  in certain
circumstances, prohibited.

         You may have to pay income  taxes on amounts  you  withdraw  and there
 may also be a 10% tax  penalty if you make
withdrawals before you are 59 1/2years old.



<PAGE>


         If you  withdraw  money from a guarantee  period  prematurely,  you may
forfeit some of the interest  that you earned,  but you will always  receive the
principal you invested plus 3% interest.

8. Past  Investment  Performance.  The value of the  money you  allocate  to the
portfolios  will go up or down,  depending on the investment  performance of the
portfolios you select.  The following  chart shows the adjusted past  investment
performance  on a  year-by-year  basis for each  portfolio.  These  figures have
already been reduced by the insurance charges, the account fee, the advisory fee
and all the  expenses  of the  portfolios.  These  figures  do not  include  the
withdrawal  charge, the fee for the optional Living Benefits Rider, any transfer
fees or premium taxes,  which would reduce  performance  if applied.  The credit
Transamerica  adds to the account value is not included in these  figures.  Past
performance is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>


CALENDAR YEAR

                                                     -----------------------------------------------------------------------
SUB-ACCOUNT                                          1997             1996            1995          1994        1993
                                                     -----------------------------------------------------------------------
- -----------------------------------------------------
<S>                                                  <C>              <C>             <C>            <C>        <C>  
Alger American Income & Growth                       36.16%           18.40%          35.18%        -8.55%      9.43%
Alliance VPF Growth & Income                         28.25%           21.65%          35.31%        -1.09%      10.24%
Alliance VPF Premier Growth                          33.43%           19.63%          43.41%        -3.41%      11.16%
Dreyfus VIF Capital Appreciation Growth              26.84%           22.76%          31.76%        1.52%       N/A
Dreyfus VIF Small Cap                                17.21%           15.11%          29.06%        7.78%       67.23%
Janus Aspen Balanced                                 21.21%           14.55%          22.93%        -0.66%      N/A
Janus Aspen Worldwide Growth                         21.63%           26.40%          25.28%        -0.22%      N/A
MFS Emerging Growth                                  21.48%           15.49%          N/A           N/A         N/A
MFS Growth & Income                                  29.06%           21.67%          N/A           N/A         N/A
MFS Research                                         19.76%           20.50%          N/A           N/A         N/A
Morgan Stanley UF Fixed Income                       8.40%            N/A             N/A           N/A         N/A
Morgan Stanley UF High Yield                         11.94%           N/A             N/A           N/A         N/A
Morgan Stanley UF International Magnum               2.35%            N/A             N/A           N/A         N/A
OCC Accumulation Trust Managed                       21.18%           20.45%          43.39%        1.71%       9.29%
OCC Accumulation Trust Small Cap                     21.50%           16.88%          15.08%        -1.43%      18.20%
Transamerica VIF Growth                              50.31%           26.60%          52.98%        7.68%       21.70%
Transamerica VIF Money Market                        N/A              N/A             N/A           N/A         N/A
- ----------------------------------------------------------------------------------------------------------------------------

                                                     -----------------------------------------------------------------------
SUB-ACCOUNT                                          1992             1991            1990          1989        1988
                                                     -----------------------------------------------------------------------
- -----------------------------------------------------
Alger American Income & Growth                       7.12%            22.70%          -1.39%        5.91%       N/A
Alliance VPF Growth & Income                         6.42%            N/A             N/A           N/A         N/A
Alliance VPF Premier Growth                          N/A              N/A             N/A           N/A         N/A
Dreyfus VIF Capital Appreciation Growth              N/A              N/A             N/A           N/A         N/A
Dreyfus VIF Small Cap                                70.60%           156.10%         N/A           N/A         N/A
Janus Aspen Balanced                                 N/A              N/A             N/A           N/A         N/A
Janus Aspen Worldwide Growth                         N/A              N/A             N/A           N/A         N/A
MFS Emerging Growth                                  N/A              N/A             N/A           N/A         N/A
MFS Growth & Income                                  N/A              N/A             N/A           N/A         N/A
MFS Research                                         N/A              N/A             N/A           N/A         N/A
Morgan Stanley UF Fixed Income                       N/A              N/A             N/A           N/A         N/A
Morgan Stanley UF High Yield                         N/A              N/A             N/A           N/A         N/A
Morgan Stanley UF International Magnum               N/A              N/A             N/A           N/A         N/A
OCC Accumulation Trust Managed                       17.38%           43.71%          -5.87%        31.08%      N/A
OCC Accumulation Trust Small Cap                     18.84%           46.61%          -11.17%       16.36%      N/A
Transamerica VIF Growth                              13.55%           41.44%          -12.60%       32.90%      29.23%
Transamerica VIF Money Market                        N/A              N/A             N/A           N/A         N/A
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

9. Death Benefit. If you die during the accumulation phase, a death benefit will
be paid to your beneficiary.

         If you dies  before you turn 80 the death  benefit  will be the greater
of: (1) the contract's  account value reduced by any credits less than 12 months
old; or (2) the sum of all purchase  payments less  withdrawals  and  applicable
premium  taxes.  If death occurs after your or your joint owner's 80th birthday,
the death  benefit  is equal to the  contract's  account  value  reduced  by any
credits less than 12 months old.



<PAGE>


10. Other Information.  The Transamerica  Catalyst Variable Annuity offers other
features you might be interested in. Some of these features are as follows:

         Free  Look.  After you get your  contract,  you have 10 days to look it
over and  decide if it is really  right  for you (this  period  may be longer in
certain  states).  If you  decide  not to keep the  contract,  you can cancel it
during this period by delivering a written notice of cancellation  and returning
the  contract  to the  Service  Center at the  address  listed in item 11 below.
Unless otherwise required by law, Transamerica will refund the purchase payments
allocated to any general account option (less any withdrawals) plus the value in
the  Variable  Account as of the date the written  notice and the  contract  are
received by Service Center.

         Telephone  Transfers.  You can  generally  arrange to transfer  money 
 between  the  investments  in your  contract by
telephone.

         Dollar Cost Averaging.  You can instruct  Transamerica to automatically
transfer money from either the money market  sub-account or the fixed account to
any of the other variable  sub-accounts each month. This is intended to give you
a lower average cost per share or unit than a single one time investment.

         Automatic  Rebalancing  Option. The performance of each sub-account may
cause the allocation of value among the sub-accounts to change. You may instruct
Transamerica  to  periodically   automatically  rebalance  the  amounts  in  the
sub-accounts by reallocating amounts among them.

         Systematic Withdrawal Option. You can arrange to have Transamerica send
you money automatically each month out of your contract, during the accumulation
phase.  There are limits on the amounts,  and the payments may be taxable,  and,
prior to age 59 1/2,  subject  to the  penalty  tax.  If the  total  withdrawals
(including  systematic  withdrawals)  made in a contract year exceed the allowed
amount to be withdrawn without a charge for that year, any applicable withdrawal
charge will then apply.

         Automatic Payout Option. For qualified  contracts,  certain pension and
retirement  plans require that certain  amounts be distributed  from the plan at
certain  ages.  You can arrange to have such amounts  distributed  automatically
during the accumulation phase.

         These  features  may  not be  available  in all  states  and may not be
suitable for your particular situation.

11. Inquiries.  If you need further  information or have any questions about the
contract, please write or call:

                       Transamerica Annuity Service Center
                        401 North Tryon Street, Suite 700
                         Charlotte, North Carolina 28202
                                  800-420-7749

<PAGE>



                                                        


                                                   PROSPECTUS FOR

                                             TRANSAMERICA SERIES sm ---

                                             TRANSAMERICA CATALYST sm
                                                 VARIABLE ANNUITY

                                            A Variable Annuity Issued by
                                             Transamerica Life Insurance
                                                 and Annuity Company

                                             Including Prospectuses for:
<TABLE>
<CAPTION>
<S>      <C>                                           <C>

         Income and Growth Portfolio of                       The Alger American Fund

         Growth and Income Portfolio and
         Premier Growth Portfolio of                          Alliance Variable Products Series Fund, Inc.

         Capital Appreciation Portfolio and
         Small Cap Portfolio of                               Dreyfus Variable Investment Fund

         Balanced Portfolio and
         Worldwide Growth Portfolio of                        Janus Aspen Series

         Emerging Growth Series
         Growth with Income Series and
         Research Series of                                   MFS Variable Insurance Trust

         Fixed Income Portfolio
         High Yield Portfolio and
         International Magnum Portfolio of           Morgan Stanley Universal Funds, Inc.

         Managed Portfolio and
         Small Cap Portfolio of                               OCC Accumulation Trust

         Growth Portfolio and
         Money Market Portfolio of                   Transamerica Variable Insurance Fund, Inc.

</TABLE>







                                                    May 1, 1998

<PAGE>


                TRANSAMERICA SERIES sm CATALYST VARIABLE ANNUITY
                  A Flexible Premium Deferred Variable Annuity
                                    Issued by
                     TRANSAMERICA LIFE INSURANCE AND ANNUITY
                COMPANY 401 North Tryon Street, Charlotte, North
                                 Carolina 28202

         This prospectus describes the Transamerica Catalyst Variable Annuity, a
variable annuity contract ("contract") issued by Transamerica Life Insurance and
Annuity Company  (referred to as  "Transamerica").  The contract allows you, the
owner,  to accumulate  assets on a  tax-deferred  basis for retirement and other
long-term financial purposes.
         You may direct your purchase payments, as well as any value accumulated
under the contract,  to one or more variable  sub-accounts  of Separate  Account
VA-6 or to the  general  account  options,  or to both.  We add a credit to your
account value with each purchase payment  received.  The money you place in each
variable  sub-account  will be invested  solely in a  corresponding  mutual fund
investment portfolio ("portfolio").  The value of each variable sub-account will
vary in accordance  with the  investment  performance  of the portfolio in which
that variable  sub-account  invests. You bear the entire investment risk for all
assets you place in the  variable  sub-accounts.  This means that,  depending on
market  conditions,  the  amount  you invest in the  variable  sub-accounts  may
increase or decline.  Currently  you may choose among the  following 17 variable
sub-accounts:

         Alger American Income & Growth              MFS VIT Research
         Alliance VPF Growth & Income          Morgan Stanley UF Fixed Income
         Alliance VPF Premier Growth           Morgan Stanley UF High Yield
         Dreyfus VIF Capital Appreciation Morgan Stanley UF International Magnum
         Dreyfus VIF Small Cap            OCC Accumulation Trust Managed
         Janus Aspen Balanced             OCC Accumulation Trust Small Cap
         Janus Aspen Worldwide Growth     Transamerica VIF Growth Portfolio
         MFS VIT Emerging Growth          Transamerica VIF Money Market
         MFS VIT Growth with Income

         You may also place your purchase  payments or accumulated  value in the
general account options.  We are currently offering two general account options.
In one,  the fixed  account,  Transamerica  guarantees  the return of the amount
invested at a specified  rate of interest  for at least 12 months.  Transamerica
will  periodically  declare  the  rate of  interest  applicable  to each  amount
allocated to the fixed  account.  In the second  option,  the  guarantee  period
account, Transamerica guarantees the return of the amount invested at a declared
rate of interest for a specified  guarantee  period.  Currently,  the  guarantee
periods available are three, five and seven years; there may be a reduction made
to the amount of interest  credited on amounts  withdrawn or transferred  before
the end of these  periods.  For both  general  account  options,  3% will be the
minimum rate of interest credited.
         This prospectus  contains vital information that you should know before
investing.  You can obtain more  information  about the contract by requesting a
copy of the Statement of Additional  Information  ("SAI") dated May 1, 1998. The
SAI is available  free by writing to  Transamerica  Life  Insurance  and Annuity
Company,  Annuity Service Center, 401 North Tryon Street,  Suite 700, Charlotte,
North Carolina, 28202 or by calling 800-420-7749. The current SAI has been filed
with the Securities and Exchange  Commission  and is  incorporated  by reference
into this prospectus. The table of contents of the SAI is included at the end of
this prospectus.
         These   securities  have  not  been  approved  or  disapproved  by  the
Securities  and  Exchange  Commission,  nor has the  Commission  passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
            For your own benefit  and  protection,  please read this  prospectus
carefully before you invest.  Keep it on hand for future reference.  The date of
this prospectus is May 1, 1998.


<PAGE>


         Under  the terms of the  contract,  we  promise  to pay you a series of
monthly  settlement  option payments.  Payments may be for a fixed or a variable
amount or a combination  of both for the life of the annuitant or for some other
period as you select prior to the annuity date.

         On or before the annuity  date,  you may  transfer  assets  between and
among the  variable  sub-accounts  and the general  account  options.  The fixed
account has  restrictions on certain  transfers while transfers from a guarantee
period account may be subject to an interest adjustment. After the annuity date,
transfers are  permitted  among the variable  sub-accounts  only if you elect to
receive variable settlement option payments.

         On or before  the  annuity  date,  you may elect to  withdraw  all or a
portion of your cash surrender value in exchange for a cash payment. Withdrawals
out of the guarantee  period  account may be subject to an interest  adjustment.
Withdrawals  may  be  subject  to a  contingent  deferred  sales  load,  certain
administrative fees, premium tax charges,  federal, state or local income taxes,
and/or a tax penalty.

                  This  prospectus  must be accompanied by current  prospectuses
for the portfolios.



THIS  PROSPECTUS MAY NOT BE OFFERED IN ANY  JURISDICTION  WHERE SUCH OFFERING IS
UNLAWFUL. ANY INFORMATION THAT A DEALER,  SALESPERSON, OR OTHER PERSON GIVES YOU
ABOUT THIS CONTRACT SHOULD BE CONTAINED IN THIS  PROSPECTUS.  IF YOU RECEIVE ANY
INFORMATION  ABOUT THE CONTRACT  THAT IS NOT CONTAINED IN THIS  PROSPECTUS,  YOU
SHOULD NOT RELY ON THAT INFORMATION.

                  Please note that your investment in the contract:
                  o         is not a bank deposit
                  o         is not federally insured
                  o         is not endorsed by any bank or government agency

Investing in the contract involves certain investment risks,  including possible
loss of principal.

              This      prospectus generally describes only the variable account
                        portion of the contract, except when the general account
                        options are specifically mentioned.


<PAGE>


TABLE OF CONTENTS

                                            Page
DEFINITIONS.................................................................6

SUMMARY.....................................................................8

CONDENSED FINANCIAL INFORMATION............................................18

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT...19
         Transamerica Life Insurance and Annuity Company...................19
         Published Ratings.................................................19
         The Variable Account..............................................19

THE PORTFOLIOS.............................................................20

THE CONTRACT...............................................................25

PURCHASE PAYMENTS............................................26
         Purchase Payments...................................26
         Allocation of Purchase Payments.....................26
         Investment Option Limit.............................27
         Credits.............................................27

ACCOUNT VALUE................................................28

TRANSFERS....................................................29
         Before the Annuity Date.............................29
         Other Restrictions..................................29
         Telephone Transfers.................................30
         Dollar Cost Averaging...............................30
         Automatic Asset Rebalancing.........................31
         After the Annuity Date..............................31

CASH WITHDRAWALS.............................................31
         Systematic Withdrawal Option........................32
         Automatic Payment Option (APO)......................33

DEATH BENEFIT................................................33
         Payment of Death Benefit............................34
         Designation of Beneficiaries........................34
         Death of Owner of Joint Owner Before Annuity Date...34
         If Annuitant Dies Before Annuity Date...............36
         Death After Annuity Date............................36
         Survival Provision..................................36

CHARGES, FEES AND DEDUCTIONS.................................36
         Contingent Deferred Sales Load......................36
         Free Withdrawal - Allowed Amount....................37
         Free Withdrawal - Living Benefits Rider.............37
         Other Free Withdrawals..............................38
         Administrative Charges..............................38
         Mortality and Expense Risk Charge...................38
         Living Benefits Rider Fee...........................39
         Premium Tax Charges.................................39
         Transfer Fee........................................39
         Option and Service Fees.............................40
         Taxes...............................................40
         Portfolio Expenses..................................40
         Interest Adjustment.................................40
         Sales in Special Situations.........................40

SETTLEMENT OPTION PAYMENTS...................................40
         Annuity Date........................................40
         Settlement Option Payments..........................41
         Election of Settlement Option Forms and Payment Options.41
         Payment Options.........................................41
         Fixed Payment Option....................................42
         Variable Payment Option.................................42
         Settlement Option Forms.................................42

FEDERAL TAX MATTERS..............................................44
         Introduction............................................44
         Purchase Payments.......................................44
         Taxation of Annuities...................................44
         Qualified Contracts.....................................47
         Taxation of Transamerica ...............................49
         Tax Status of Contract..................................49
         Possible Changes in Taxation............................50
         Other Tax Consequences..................................50

PERFORMANCE DATA ................................................51

DISTRIBUTION OF THE CONTRACT.....................................52

PREPARING FOR YEAR 2000..........................................52

LEGAL PROCEEDINGS................................................53

LEGAL MATTERS....................................................53

ACCOUNTANTS......................................................53

VOTING RIGHTS....................................................53

AVAILABLE INFORMATION............................................54

STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS..........55

APPENDIX A - THE GENERAL ACCOUNT OPTIONS.........................56
         Fixed Account ..........................................56
         Guarantee Period Account ...............................57

APPENDIX B.......................................................60
         Example of Variable Accumulation Unit Value Calculation.60
         Example of Variable Annuity Unit Value Calculations.....60
         Example of Variable Annuity Payment Calculations........60

APPENDIX C
         Disclosure Statement for Individual Retirement Annuities.............61
                                   The contract is not available in all states.
DEFINITIONS

Account Value:  The sum of the variable accumulated value and the general 
account options accumulated value.

Annuity Date:  The date on which the annuitization phase of the contract begins.

Cash  Surrender  Value:  The  amount we will pay to the  owner if the  contract
  is  surrendered  on or before  the
annuity  date.  The cash  surrender  value is  equal  to:  the  account  value; 
 less  any  account  fee,  interest
adjustment, contingent deferred sales load, and premium tax charges.

Code:  The Internal Revenue Code of 1986, as amended, and the rules and
regulations issued under it.

Contract Anniversary:  The anniversary of the contract effective date each year.

Contract Effective Date:  The effective date of the contract as shown on the 
contract.

Contract  Year: A 12-month  period  starting on the contract  effective date and
ending with the day before the contract  anniversary,  and each 12-month  period
thereafter.

Fixed  Account:  An  account  which  credits a rate of  interest  for a period
of at least  twelve  months for each
allocation or transfer.

General Account Options Accumulated Value: The total dollar value of all amounts
the owner allocates or transfers to any general account  options;  plus interest
credited; less any amounts withdrawn, applicable fees or premium tax charges, or
transfers out to the variable account prior to the annuity date.

General  Account  Options:  The fixed account and the  guarantee  period
 account  offered by us to which the owner
may allocate purchase payments and transfers.

Guaranteed  Interest Rate: The annual  effective rate of interest after daily  
compounding  credited to a guarantee
period.

Guarantee Period:  The number of years that a guaranteed rate of interest will
be credited to a guarantee period.

Guarantee Period Account: An account which credits a guaranteed rate of interest
for a specified guarantee period.  There may be several guarantee periods,  each
with a different guaranteed rate of interest, offered under the guarantee period
account.

Living Benefits Rider: Also called a "Waiver of CDSL" rider in some contracts, 
 it provides  benefits  described on
page 37.

Portfolio:  The investment  portfolio  underlying each variable sub-account in
 which we will invest any amounts the
owner allocates to that variable sub-account.

Service Center:  Transamerica's  Annuity Service Center, at P.O. Box 31848, 
Charlotte,  North Carolina 28231-1848,
telephone 800-258-4260.

Status  (Qualified and  Non-Qualified):  The contract has a qualified  status
if it is issued in connection  with a
retirement plan or program.  Otherwise, the status is non-qualified.

Valuation  Day: Any day the New York  Stock  Exchange is open.  To determine
 the value of an asset on a day that is
not a valuation day, we will use the value of that asset as of the end of the 
next valuation day.

Valuation  Period:  The time interval between the closing  (generally 4:00 p.m.
 Eastern Time) of the New York Stock
Exchange on consecutive valuation days.

Variable  Account:  Separate  Account VA-6, a separate  account  established and
maintained  by  Transamerica  for the  investment  of a  portion  of its  assets
pursuant to Section 58-7-95 of the North Carolina Insurance Code.

Variable  Accumulation  Unit: A unit of measure  used to determine  the variable
accumulated value before the annuity date. The value of a variable  accumulation
unit varies with each variable sub-account.

Variable  Accumulated  Value: The total dollar value of all variable 
 accumulation  units under this contract prior
to the annuity date.

Variable  Sub-Account(s):  One or more  divisions of the variable  account
which invests solely in shares of one of
the underlying portfolios.

We:  The company, Transamerica.

You:  The owner.

<PAGE>


SUMMARY

The Contract

         The Transamerica Series sm Transamerica Catalyst sm Variable Annuity is
a flexible  purchase  payment  deferred  annuity  that is  designed  to aid your
long-term  financial  planning and retirement needs. The contract may be used in
connection with a retirement plan which qualifies as a retirement  program under
Sections  403(b),  408 or 408A of the  Code,  with  various  types of  qualified
pension  and  profit  sharing  plans  under  Section  401 of the  Code,  or with
non-qualified plans. Some qualified contracts may not be available in all states
or in all situations.  The contract is issued by Transamerica Life Insurance and
Annuity  Company  ("Transamerica"),   an  indirect  wholly-owned  subsidiary  of
Transamerica  Corporation.  Its  principal  office is at 401 North Tryon Street,
Charlotte, North Carolina 28202.

         This  contract  will be issued as a  certificate  under a group annuity
contract in some states and as an individual  annuity  contract in other states.
The term "contract" as used in this  prospectus  refers to either the individual
annuity contract or to a certificate issued under a group annuity contract.  The
term "owner" refers to the owner(s) of the  individual  contract or the owner(s)
of the certificate, as appropriate.

         Transamerica  will establish and maintain an account for each contract.
Each owner will receive either an individual annuity contract,  or a certificate
evidencing  the owner's  coverage under a group annuity  contract.  The contract
provides that the account value, after certain adjustments, will be applied to a
settlement option on a future date you select ("annuity date").

         You may  allocate all or portions of your  purchase  payments to one or
more variable  sub-accounts  or to the general account  options.  At the time of
each  purchase  payment we will add a credit to your account  value in an amount
equal to a percentage of each purchase payment.

         The account value prior to the annuity date,  except for amounts in the
general  account  options,  will vary depending on the investment  experience of
each of the variable sub-accounts selected by the owner. All benefits and values
provided  under the  contract,  when based on the  investment  experience of the
variable  account,  are variable  and are not  guaranteed  as to dollar  amount.
Therefore,  prior to the annuity date the owner bears the entire investment risk
under the contract for amounts allocated to the variable account.

         There is no  guaranteed  or  minimum  cash  surrender  value on amounts
allocated to the variable account,  so the proceeds of a surrender could be less
than the amount invested.

         The initial  purchase payment for each contract must be at least $5,000
($2,000  for  contributory  IRAs,  SEP/IRAs  and  Roth  IRAs).   Generally  each
additional  purchase  payment  must be at  least  $1,000,  unless  an  automatic
purchase payment plan is selected. See "Purchase Payments" page 26.

The Variable Account

         The variable account is a separate account (designated Separate Account
VA-6) that is subdivided into variable sub-accounts.  See "The Variable Account"
page 19. Assets of each variable  sub-account are invested in a specified mutual
fund portfolio ("portfolio").  The variable sub-accounts currently available for
investment are:

         Alger American Income & Growth              MFS VIT Research
         Alliance VPF Growth & Income             Morgan Stanley UF Fixed Income
         Alliance VPF Premier Growth               Morgan Stanley UF High Yield
         Dreyfus VIF Capital Appreciation Morgan Stanley UF International Magnum
         Dreyfus VIF Small Cap        OCC Accumulation Trust Managed
         Janus Aspen Balanced         OCC Accumulation Trust Small Cap
         Janus Aspen Worldwide Growth Transamerica VIF Growth Portfolio
         MFS VIT Emerging Growth      Transamerica VIF Money Market
         MFS VIT Growth with Income

         The portfolios pay their investment advisers and administrators certain
fees charged  against the assets of each  portfolio.  The  variable  accumulated
value,  if any, of a contract and the amount of any variable  settlement  option
payments  will  vary to  reflect  the  investment  performance  of the  variable
sub-accounts  to which  amounts have been  allocated.  Additionally,  applicable
charges are  deducted.  See  "Charges,  Fees and  Deductions"  page 36. For more
information  about  the  portfolios,  see  "The  Portfolios"  page  20  and  the
accompanying portfolios' prospectuses.

General Account Options

         There are two types of general  account options - the fixed account and
the guarantee period account. See "The General Account Options" in Appendix A.

         The amounts in the fixed account will be credited interest at a rate of
not less than 3% annually.  Transamerica may credit interest at a rate in excess
of 3% at its discretion for any class.  Each interest rate will be guaranteed to
be credited for at least 12 months.

         The  other  general  account  option,  the  guarantee  period  account,
provides  specified rates of interest for specified terms, of currently,  three,
five and seven years subject to interest  adjustments  on early  withdrawals  or
transfers  which,  if applicable,  could reduce the interest  credited to the 3%
minimum rate.

Investment Option Limit
         Currently,  the owner may not elect more than a total of 18  investment
options  over the life of the  contract.  Investment  options  include  variable
sub-accounts  and general account options.  See "Investment  Option Limits" page
27.

Transfers Before the Annuity Date

         Prior to the annuity date, you may transfer values between the variable
sub-accounts  and the general account  options.  For transfers after the annuity
date, see "After the Annuity Date" page 31.

         Transfers out of the fixed account are  restricted to four per contract
year and to a limited  percentage  of the fixed  account  value.  More  frequent
transfers may be allowed under certain services and options, for example, dollar
cost averaging. Transfers out of a guarantee period prior to the end of the term
may be subject to an interest  adjustment which may reduce interest  credited to
the 3%  minimum  rate.  See  "General  Account  Options"  in  Appendix A of this
prospectus.

         Transamerica  currently imposes a transfer fee of $10 for each transfer
in excess of 18 made during the same contract year.  See  "Transfers" on page 29
for additional limitations and information regarding transfers.



<PAGE>


Withdrawals

         You may withdraw all or part of the cash  surrender  value on or before
the annuity date. The cash surrender value of your contract is the account value
less any account fee, interest  adjustment,  contingent  deferred sales load and
premium  tax  charges.  The  account  fee  generally  will be deducted on a full
surrender  of a  contract  if the  account  value  is then  less  than  $50,000.
Transamerica  may delay  payment  of any  withdrawal  from the  general  account
options for up to six months. See "Cash Withdrawals" page 31.

         Withdrawals  may be  taxable,  subject to  withholding  and  subject
to a penalty  tax.  Withdrawals  from
qualified  contracts  may be  subject  to severe  restrictions  and,  in 
certain  circumstances,  prohibited.  See
"Federal Tax Matters" page 44

Contingent Deferred Sales Load

          Transamerica does not deduct a sales charge when purchase payments are
made (although premium tax charges may be deducted). However, if any part of the
account  value is  withdrawn,  a contingent  deferred  sales load of up to 8% of
purchase  payments  may be deducted.  After a purchase  payment has been held by
Transamerica  for seven  years,  it may be  withdrawn  without  charge.  In most
states,  the owner may elect,  for an extra charge,  an optional Living Benefits
Rider that provides that the  contingent  deferred  sales load will be waived in
certain circumstances.  No contingent deferred sales load is assessed on payment
of  the  death  benefit,  on  transfers  within  the  contract,  or  on  certain
annuitizations. See "Contingent Deferred Sales Load" page 36, "Cash Withdrawals"
page 31 and "Living Benefits Rider" page 37.

         Also, beginning 30 days from the contract effective date (or the end of
the free look  period if later),  any  portion of the  "allowed  amount"  may be
withdrawn each contract year without imposition of any contingent deferred sales
load.  The  allowed  amount for each  contract  year is equal to 10% of purchase
payments,  that were  received  during  the last  seven  years,  as of the prior
contract anniversary, less any withdrawals already taken that contract year. All
purchase  payments not  previously  withdrawn that have been held at least seven
years are not  subject to a  contingent  deferred  sales load.  For  purposes of
calculating the contingent  deferred sales load,  withdrawals will be considered
to be taken first from purchase  payments,  on a first  in/first out basis,  and
then from earnings and last from any credits.

Other Charges and Deductions

         Transamerica  deducts a  mortality  and  expense  risk  charge of 1.20%
(annually) of the assets in the variable account and an  administrative  expense
charge of 0.15% (annually) of these assets.  The  administrative  expense charge
may change,  but it is guaranteed not to exceed a maximum  effective annual rate
of 0.35%.  See "Mortality  and Expense Risk Charge" page 38 and  "Administrative
Charges" page 38.

         An account fee of currently $30 (or 2% of the account  value,  if less)
is deducted at the end of each  contract year and upon  surrender.  This fee may
change but it is guaranteed  not to exceed $60 (or 2% of the account  value,  if
less) per contract  year.  If the account value is more than $50,000 on the last
business  day  of  a  contract  year,  (or  as  of  the  date  the  contract  is
surrendered), the account fee will be waived for that year.

         After the annuity date,  the annual annuity fee of $30 will be deducted
in equal  installments  from each periodic  payment  under the variable  payment
option.

         For each  transfer in excess of 18 during a contract  year,  a 
transfer  fee of $10 will be imposed.  (See
"Transfer Fee" page 39.)

         Charges for premium taxes (including retaliatory premium taxes) are not
currently deducted, except for annuitizations, but such charges could be imposed
in some jurisdictions. Depending on the applicability of such taxes, the charges
could be deducted from purchase payments,  from amounts  withdrawn,  and/or upon
annuitization.
(See "Premium Tax Charges" page 39.)

         In addition, amounts withdrawn or transferred out of a guarantee period
account  prior to the end of its term may be subject to an interest  adjustment.
(See "Guaranteed Period Account" in Appendix A.)

         If the owner  elects the Living  Benefits  Rider a fee of 0.05% 
(annually)  of the account  value will be
deducted at the end of each  contract  month at the rate of 1/12 times 0.05% 
 times the account  value.  The Living
Benefit Rider is not available in all states.

         Currently, no fees are deducted for any other services or options under
the  contract.  However,  Transamerica  does reserve the right to impose fees to
cover  processing  for certain  services  and  options in the future,  including
dollar  cost  averaging,   systematic  withdrawals,   automatic  payouts,  asset
allocation and asset rebalancing.

Variable Account Fee Table

         The  purpose of this table is to assist in  understanding  the  various
costs and expenses that the owner will bear directly and  indirectly.  The table
reflects  expenses  of the  variable  account  as  well  as of the  mutual  fund
portfolios.  The table assumes that the entire  account value is in the variable
account.  The information below should be considered together with the narrative
provided  under the heading  "Charges,  Fees and  Deductions" on page 36 of this
prospectus,  and with the  prospectuses  for the portfolios.  In addition to the
expenses listed below, premium tax charges may be applicable.

                                                    Sales Load(1)


Sales Load Imposed on Purchase Payments                                       0%

Maximum Contingent Deferred Sales Load(2)                                     8%

                Range of Contingent Deferred Sales Load Over Time
<TABLE>
<CAPTION>

                                                                      Contingent Deferred
                                  Years Since                             Sales Load
                           Purchase Payment  Receipt         (as a percentage of purchase payment)

<S>                           <C>                                            <C>
                    Less than 1 year                                         8%

                    1 year but less than 2 years                             8%

                    2 years but less than 3 years                            7%

                    3 years but less than  4 years                           6%

                    4 years but less than  5 years                           5%

                    5 years but less than 6 years                            4%

                    6 years but less 7 years                                 3%

                    7 or more years                                          0%



<PAGE>





                                         Other Contract Expenses


Transfer Fee (first 18 per contract year)(3)                                 0

Fees For Other Services and Options(4)                                       0

Account Fee(5)                                                               $30

Living Benefits Rider Fee (if elected)(6)                                    0.05%


                                     Variable Account Annual Expenses(7)
                            (as a percentage of the variable accumulated value)

Mortality and Expense Risk Charge                                            1.20%

Administrative Expense Charge(8)                                             0.15%

Total Variable Account Annual Expenses                                       1.35%
</TABLE>
<TABLE>
<CAPTION>

                                                Portfolio Expenses

                    (as a percentage of assets after fee waiver and/or expense reimbursement)(9)



                                                          Management               Other           Total Portfolio
                    Portfolio                                Fees                Expenses               Annual
                                                                                                       Expenses

<S>                                                         <C>                    <C>                   <C> 
Alger American Income & Growth                              0.625                  0.115                 0.74

Alliance VPF Growth & Income                                 0.63                  0.09                  0.72

Alliance VPF Premier Growth                                  0.85                  0.10                  0.95

Dreyfus VIF Capital Appreciation                             0.75                  0.05                  0.80

Dreyfus VIF Small Cap                                        0.75                  0.03                  0.78

Janus Aspen Balanced                                         0.76                  0.07                  0.83

Janus Aspen Worldwide Growth                                 0.66                  0.08                  0.74

MFS VIT Emerging Growth                                      0.75                  0.12                  0.87

MFS VIT Growth with Income                                   0.75                  0.25                  1.00

MFS VIT Research                                             0.75                  0.13                  0.88

Morgan Stanley UF Fixed Income                               0.00                  0.70                  0.70

Morgan Stanley UF High Yield                                 0.00                  0.80                  0.80

Morgan Stanley UF International Magnum                       0.00                  1.15                  1.15

OCC Accumulation Trust Managed                               0.80                  0.07                  0.87

OCC Accumulation Trust Small Cap                             0.80                  0.17                  0.97

Transamerica VIF Growth                                      0.62                  0.23                  0.85

Transamerica VIF Money Market                                0.35                  0.25                  0.60
</TABLE>

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.  In  preparing  the  tables  above and below and the  examples  that
follow,  Transamerica  has relied on the  figures  provided  by the  portfolios.
Transamerica  has no reason  to doubt  the  accuracy  of that  information,  but
Transamerica  has not verified  those  figures.  These  figures are for the year
ended December 31, 1997,  except for the Transamerica VIF Money Market Portfolio
which are  estimates  for the year  1998,  its first year of  operation.  Actual
expenses in future years may be higher or lower than these figures.

Notes to Fee Table:

(1)      The contingent deferred sales load applies to each contract, regardless
         of how the account value is allocated  between the variable account and
         the general account options.

(2)      A portion of the purchase  payments may be withdrawn each contract year
         without  imposition of any  contingent  deferred  sales load, and after
         seven years, a purchase payment may be withdrawn free of any contingent
         deferred sales load. See "Charges, Fees and Deductions" page 36.

(3)       A transfer fee of $10 will be imposed for each transfer in excess of
 18 in a contract year.
         See "Charges, Fees and Deductions" page 36.

(4)      Transamerica  currently does not impose fees for any other services, or
         options.  However,  Transamerica reserves the right to impose a fee for
         various   services  and  options   including   dollar  cost  averaging,
         systematic  withdrawals,  automatic payouts, asset allocation and asset
         rebalancing.

(5)      The current  account fee is $30 (or 2% of the account  value,  if
less) per contract  year.  This fee will
         be waived for  account  values  over  $50,000.  This limit may be 
 changed in the  future.  The fee may be
         changed,  but it may not  exceed  $60 (or 2% of the  account  value, 
if  less).  See  "Charges,  Fees and
         Deductions" page 36.

(6)      If the owner elects the Living  Benefits  Rider,  the rider fee will be
         deducted at the rate of 1/12 of 0.05% at the end of each contract month
         based on the account value at that time.  See "Living  Benefits  Rider"
         page 37.

(7) The variable  account  annual  expenses do not apply to the general  account
options.

(8)      The current annual  administrative  expense charge of 0.15% may be 
increased to 0.35%. See "Charges,  Fees
         and Deductions" page 36.

(9)      From time to time, the portfolios' investment advisers, each in its own
         discretion,  may  voluntarily  waive all or part of their  fees  and/or
         voluntarily  assume certain portfolio  expenses.  The expenses shown in
         the Portfolio Expenses table are the expenses paid for 1997 (except for
         the Transamerica VIF Money Market Portfolio,  which are estimates). The
         expenses shown in that table reflect a portfolio's adviser's waivers of
         fees or  reimbursement  of expenses,  if applicable.  It is anticipated
         that such waivers or  reimbursements  will  continue for calendar  year
         1998,  except for Alliance VPF Premier  Growth For which the management
         fee,  other  expenses  and total  portfolio  annual  expenses  for 1998
         without waivers or reimbursements  are estimated to be 1.00%, 0.08% and
         1.08%, respectively. Without such waivers or reimbursements, the annual
         expenses  for  1997  for  certain  portfolios  would  have  been,  as a
         percentage of assets, as follows:
<TABLE>
<CAPTION>

                                                                                                   Total Portfolio
                                                                  Management       Other Expenses   Annual Expense
                                                                      Fee
<S>                                                                  <C>                <C>              <C> 
          Alliance VPF Growth & Income                               0.63               0.09             0.72
          Alliance VPF Premier Growth                                1.00               0.10             1.10
          Janus Aspen Balanced                                       0.77               0.06             0.83
          Janus Aspen Worldwide Growth                               0.72               0.09             0.81
          MFS VIT Growth with Income                                 0.75               0.35             1.10
          Morgan Stanley UF Fixed Income                             0.40               1.31             1.71
          Morgan Stanley UF High Yield                               0.80               0.88             1.68
          Morgan Stanley UF International Magnum                     0.80               1.98             2.78
          Transamerica VIF Growth                                    0.75               0.23             0.98
</TABLE>

         Without expense reimbursements,  the management fee, other expenses and
         total  portfolio  expenses  for the  first  year of  operation  for the
         Transamerica VIF Money Market Portfolio are expected to be 0.35%, 0.45%
         and  0.80%,  respectively.   There  were  no  fee  waivers  or  expense
         reimbursements  during  1997 for the Alger  American  Income and Growth
         Portfolio,  Dreyfus VIF  Capital  Appreciation  Portfolio,  Dreyfus VIF
         Small  Cap  Portfolio,  MFS  VIT  Emerging  Growth  Portfolio,  MFS VIT
         Research  Portfolio,  OCC Accumulation  Trust Managed  Portfolio or OCC
         Accumulation Trust Small Cap Portfolio.

EXAMPLES

         The  following  tables show the total  expenses an owner would incur in
various  situations  assuming  a $1,000  investment  and a 5%  annual  return on
assets.

         These  examples  assume  an  average  account  value  of  $40,000  and,
therefore,  a deduction  of 0.075% has been made to reflect the $30 account fee,
and a 3.25% credit added to the $1000  purchase  payment.  These  examples  also
assume that all amounts were  allocated to the variable  sub-account  indicated.
These examples also assume that no transfer fees or other option or service fees
or  premium  tax  charges  have  been  assessed.  Premium  tax  charges  may  be
applicable. See "Premium Tax Charges" page 39.

         Examples 1 through 3 show expenses for  contracts  without the optional
Living Benefit Rider based on fee waivers and  reimbursements for the portfolios
for 1997.  There is no guarantee that any fee waivers or expense  reimbursements
will  continue  in the  future.  For  annuitizations  before the first  contract
anniversary,  and for  annuitizations  under a form that does not  include  life
contingencies,  the  contingent  deferred  sales  load may  apply  (see  expense
examples in column 1).

An owner would pay the following expenses on a $1,000 investment,  assuming a 5%
annual return on assets:
<TABLE>
<CAPTION>

Example 1:        If the owner surrenders the contract at the end of the applicable time period:

                                                             --------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years       10 Years
                                                             --------------------------------------------------------------
- -------------------------------------------------------------
<S>                                                              <C>            <C>              <C>            <C>    
Alger American Income & Growth                                   $94.67         $132.96          $164.96        $257.93
Alliance VPF Growth & Income                                     $94.44         $132.10          $163.24        $252.83
Alliance VPF Premier Growth                                      $96.84         $139.50          $175.91        $279.94
Dreyfus VIF Capital Appreciation Growth                          $95.27         $134.67          $167.65        $262.26
Dreyfus VIF Small Cap                                            $95.07         $134.03          $166.54        $259.90
Janus Aspen Balanced                                             $95.59         $135.64          $169.30        $265.79
Janus Aspen Worldwide Growth                                     $94.65         $132.74          $164.34        $255.18
MFS Emerging Growth                                              $96.02         $137.02          $171.76        $271.61
MFS Growth & Income                                              $97.36         $141.06          $178.50        $285.10
MFS Research                                                     $96.12         $137.33          $172.28        $272.65
Morgan Stanley UF Fixed Income                                   $94.23         $131.45          $162.13        $250.47
Morgan Stanley UF High Yield                                     $95.27         $134.67          $167.65        $262.26
Morgan Stanley UF International Magnum                           $98.94         $145.95          $186.94        $303.51
OCC Accumulation Trust Managed                                   $96.01         $136.93          $171.50        $270.51
OCC Accumulation Trust Small Cap                                 $97.05         $140.15          $177.02        $282.29
Transamerica VIF Growth                                          $95.81         $136.39          $170.71        $269.52
Transamerica VIF Money Market                                    $93.22         $128.57          $157.60        $242.97
- ---------------------------------------------------------------------------------------------------------------------------

Example 2:        If the owner does not surrender and does not annuitize the contract:

                                                             --------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years       10 Years
                                                             --------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $22.67          $69.96          $119.96        $257.93
Alliance VPF Growth & Income                                     $22.44          $69.10          $118.24        $252.83
Alliance VPF Premier Growth                                      $24.84          $76.50          $130.91        $279.94
Dreyfus VIF Capital Appreciation Growth                          $23.27          $71.67          $122.65        $262.26
Dreyfus VIF Small Cap                                            $23.07          $71.03          $121.54        $259.90
Janus Aspen Balanced                                             $23.59          $72.64          $124.30        $265.79
Janus Aspen Worldwide Growth                                     $22.65          $69.74          $119.34        $255.18
MFS Emerging Growth                                              $24.02          $74.02          $126.76        $271.61
MFS Growth & Income                                              $25.36          $78.06          $133.50        $285.10
MFS Research                                                     $24.12          $74.33          $127.28        $272.65
Morgan Stanley UF Fixed Income                                   $22.23          $68.45          $117.13        $250.47
Morgan Stanley UF High Yield                                     $23.27          $71.67          $122.65        $262.26
Morgan Stanley UF International Magnum                           $26.94          $82.95          $141.94        $303.51
OCC Accumulation Trust Managed                                   $24.01          $73.93          $126.50        $270.51
OCC Accumulation Trust Small Cap                                 $25.05          $77.15          $132.02        $282.29
Transamerica VIF Growth                                          $23.81          $73.39          $125.71        $269.52
Transamerica VIF Money Market                                    $21.22          $65.57          $112.60        $242.97
- ---------------------------------------------------------------------------------------------------------------------------

Example 3: If the owner elects to annuitize at the end of the applicable  period
under a Settlement Option with life contingencies:

                                                             --------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years       10 Years
                                                             --------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $22.67          $69.96          $119.96        $257.93
Alliance VPF Growth & Income                                     $22.44          $69.10          $118.24        $252.83
Alliance VPF Premier Growth                                      $24.84          $76.50          $130.91        $279.94
Dreyfus VIF Capital Appreciation Growth                          $23.27          $71.67          $122.65        $262.26
Dreyfus VIF Small Cap                                            $23.07          $71.03          $121.54        $259.90
Janus Aspen Balanced                                             $23.59          $72.64          $124.30        $265.79
Janus Aspen Worldwide Growth                                     $22.65          $69.74          $119.34        $255.18
MFS Emerging Growth                                              $24.02          $74.02          $126.76        $271.61
MFS Growth & Income                                              $25.36          $78.06          $133.50        $285.10
MFS Research                                                     $24.12          $74.33          $127.28        $272.65
Morgan Stanley UF Fixed Income                                   $22.23          $68.45          $117.13        $250.47
Morgan Stanley UF High Yield                                     $23.27          $71.67          $122.65        $262.26
Morgan Stanley UF International Magnum                           $26.94          $82.95          $141.94        $303.51
OCC Accumulation Trust Managed                                   $24.01          $73.93          $126.50        $270.51
OCC Accumulation Trust Small Cap                                 $25.05          $77.15          $132.02        $282.29
Transamerica VIF Growth                                          $23.81          $73.39          $125.71        $269.52
Transamerica VIF Money Market                                    $21.22          $65.57          $112.60        $242.97
- ---------------------------------------------------------------------------------------------------------------------------



<PAGE>


         Examples 4 through 6 show  expenses  for  contracts  with the  optional
Living  Benefits  Rider,  based on the fee  waivers and  reimbursements  for the
portfolios  for  1997.  There  is no  guarantee  that  fee  waivers  or  expense
reimbursements will continue in the future. For annuitizations  before the first
contract  anniversary and for annuitizations  under a form that does not include
life contingencies,  a contingent deferred sales load may apply (see examples in
column 4).

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

Example 4:        If the owner surrenders the contract at the end of the applicable time period:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $95.19         $134.52          $167.58        $263.21
Alliance VPF Growth & Income                                     $94.96         $133.65          $165.84        $258.06
Alliance VPF Premier Growth                                      $97.36         $141.06          $178.50        $285.10
Dreyfus VIF Capital Appreciation Growth                          $95.79         $136.23          $170.25        $267.47
Dreyfus VIF Small Cap                                            $95.58         $135.59          $169.14        $265.12
Janus Aspen Balanced                                             $96.11         $137.19          $171.90        $270.99
Janus Aspen Worldwide Growth                                     $95.16         $134.30          $166.94        $260.41
MFS Emerging Growth                                              $96.53         $138.57          $174.36        $276.82
MFS Growth & Income                                              $97.88         $142.61          $181.09        $290.24
MFS Research                                                     $96.64         $138.88          $174.88        $277.86
Morgan Stanley UF Fixed Income                                   $94.75         $133.01          $164.74        $255.71
Morgan Stanley UF High Yield                                     $95.79         $136.23          $170.25        $267.47
Morgan Stanley UF International Magnum                           $99.45         $147.50          $189.51        $308.62
OCC Accumulation Trust Managed                                   $96.52         $138.48          $174.10        $275.70
OCC Accumulation Trust Small Cap                                 $97.57         $141.70          $179.60        $287.45
Transamerica VIF Growth                                         $496.33         $137.95          $173.32        $274.74
Transamerica VIF Money Market                                    $93.74         $130.14          $160.24        $248.34
- ----------------------------------------------------------------------------------------------------------------------------

Example 5:        If the owner does not surrender and does not annuitize the contract:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $23.19          $71.52          $122.58        $263.21
Alliance VPF Growth & Income                                     $22.96          $70.65          $120.84        $258.06
Alliance VPF Premier Growth                                      $25.36          $78.06          $133.50        $285.10
Dreyfus VIF Capital Appreciation Growth                          $23.79          $73.23          $125.25        $267.47
Dreyfus VIF Small Cap                                            $23.58          $72.59          $124.14        $265.12
Janus Aspen Balanced                                             $24.11          $74.19          $126.90        $270.99
Janus Aspen Worldwide Growth                                     $23.16          $71.30          $121.94        $260.41
MFS Emerging Growth                                              $24.53          $75.57          $129.36        $276.82
MFS Growth & Income                                              $25.88          $79.61          $136.09        $290.24
MFS Research                                                     $24.64          $75.88          $129.88        $277.86
Morgan Stanley UF Fixed Income                                   $22.75          $70.01          $119.74        $255.71
Morgan Stanley UF High Yield                                     $23.79          $73.23          $125.25        $267.47
Morgan Stanley UF International Magnum                           $27.45          $84.50          $144.51        $308.62
OCC Accumulation Trust Managed                                   $24.52          $75.48          $129.10        $275.70
OCC Accumulation Trust Small Cap                                 $25.57          $78.70          $134.60        $287.45
Transamerica VIF Growth                                          $24.33          $74.95          $128.32        $274.74
Transamerica VIF Money Market                                    $21.74          $67.14          $115.24        $248.34
- ----------------------------------------------------------------------------------------------------------------------------
Example 6: If the owner elects to annuitize at the end of the applicable  period
under a Settlement Option with life contingencies:

                                                             ---------------------------------------------------------------
                                                                 1 Year         3 Years          5 Years        10 Years
                                                             ---------------------------------------------------------------
- -------------------------------------------------------------
Alger American Income & Growth                                   $23.19          $71.52          $122.58        $263.21
Alliance VPF Growth & Income                                     $22.96          $70.65          $120.84        $258.06
Alliance VPF Premier Growth                                      $25.36          $78.06          $133.50        $285.10
Dreyfus VIF Capital Appreciation Growth                          $23.79          $73.23          $125.25        $267.47
Dreyfus VIF Small Cap                                            $23.58          $72.59          $124.14        $265.12
Janus Aspen Balanced                                             $24.11          $74.19          $126.90        $270.99
Janus Aspen Worldwide Growth                                     $23.16          $71.30          $121.94        $260.41
MFS Emerging Growth                                              $24.53          $75.57          $129.36        $276.82
MFS Growth & Income                                              $25.88          $79.61          $136.09        $290.24
MFS Research                                                     $24.64          $75.88          $129.88        $277.86
Morgan Stanley UF Fixed Income                                   $22.75          $70.01          $119.74        $255.71
Morgan Stanley UF High Yield                                     $23.79          $73.23          $125.25        $267.47
Morgan Stanley UF International Magnum                           $27.45          $84.50          $144.51        $308.62
OCC Accumulation Trust Managed                                   $24.52          $75.48          $129.10        $275.70
OCC Accumulation Trust Small Cap                                 $25.57          $78.70          $134.60        $287.45
Transamerica VIF Growth                                          $24.33          $74.95          $128.32        $274.74
Transamerica VIF Money Market                                    $21.74          467.14          $115.24        $248.34
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>

THESE  EXAMPLES  SHOULD  NOT BE  CONSIDERED  REPRESENTATIONS  OF PAST OR  FUTURE
EXPENSES.  ACTUAL EXPENSES PAID MAY BE GREATER OR LESS THAN THOSE SHOWN, SUBJECT
TO THE  GUARANTEES  IN THE  CONTRACT.  THE  ASSUMED 5% ANNUAL  RATE OF RETURN IS
HYPOTHETICAL  AND SHOULD NOT BE  CONSIDERED A  REPRESENTATION  OF PAST OR FUTURE
ANNUAL RETURNS, WHICH MAY BE GREATER OR LESS THAN THIS ASSUMED RATE.

Settlement Option Payments

         Settlement  option  payments  will be made either on a fixed basis or a
variable  basis or a combination of a fixed and variable  basis,  as you select.
You have flexibility in choosing the annuity date, but it may generally not be a
date later than the annuitant's 85th birthday or the tenth contract anniversary,
whichever  occurs  last,  but never later than the  annuitant's  90th  birthday.
Certain qualified contracts may have restrictions as to the annuity date and the
types of settlement  options  available.  (See "Settlement Option Payments" page
40.)

         Four  settlement  options are available  under the contract:
 (1) life  annuity;  (2) life and  contingent
annuity;  (3) life annuity with period certain; and (4) joint and survivor
 annuity.  (See "Settlement Option Forms"
page 42.)

Death of Owner Before the Annuity Date

         If an owner  dies  prior to the  annuity  date and  before  either  the
owner's or any joint owner's 80th  birthday,  the death benefit for the contract
will be the greater of (a) the  account  value  reduced by credits  less than 12
months  or (b) the sum of all  purchase  payments  made  to the  contract,  less
withdrawals  and  applicable  premium tax  charges.  If death  occurs  after the
earlier of the owner's or joint owner's 80th birthday, the death benefit will be
the account  value less any credits less than 12 months old. If the owner is not
a natural person,  the annuitant will be treated as the owner(s) for purposes of
the death benefit.

         The death  benefit will  generally be paid within seven days of receipt
of the  required  proof of death of the  owner  and  election  of the  method of
settlement or as soon thereafter as Transamerica  has sufficient  information to
make the payment,  but if no settlement method is elected the death benefit will
be distributed within five years after the owner's death. No contingent deferred
sales load is imposed.  The death benefit may be paid as either a lump sum or as
a settlement  option.  (See "Death  Benefit" page 33).  Amounts in the guarantee
period account will not be subject to interest  adjustments  in calculating  the
death benefit.

Federal Income Tax Consequences

         An owner  who is a  natural  person  generally  should  not be taxed on
increases in the account value until a  distribution  under the contract  occurs
(e.g., a withdrawal or settlement option payment) or is deemed to occur (e.g., a
pledge, loan, or assignment of a contract). Generally, a portion (up to 100%) of
any  distribution  or deemed  distribution  is taxable as ordinary  income.  The
taxable portion of distributions is generally  subject to income tax withholding
unless the recipient  elects  otherwise  (although  withholding is mandatory for
certain qualified  contracts).  In addition,  a federal penalty tax may apply to
certain distributions. (See "Federal Tax Matters" page 44.)

Right to Cancel

         The owner has the right to examine the contract  for a limited  period,
known as a "free look  period."  The owner can cancel the  contract  during this
period by delivering or mailing a written notice of  cancellation,  or sending a
telegram to the Service Center and by returning the contract  before midnight of
the tenth day after  receipt of the  contract  (or longer if  required  by state
law).  Notice  given by mail and the  return  of the  contract  by mail  will be
effective on the date received by  Transamerica.  Unless  otherwise  required by
law,  Transamerica will refund the purchase payment(s)  allocated to any general
account option (less any withdrawals) plus the variable  accumulated value as of
the date the written notice and the contract are received by  Transamerica.  Any
credits will not be included in the amount paid. See "Purchase Payments" page 26
and "Account Value" page 28.

Questions

         Questions  about  procedures  or the  contract  can be  answered by the
Transamerica  Annuity  Service  Center  ("Service  Center"),  at P.O. Box 31848,
Charlotte, North Carolina 28231-1848, 800-258-4260. All inquiries should include
the contract number and the owner's name.

         NOTE:  The  foregoing  summary  is  qualified  in its  entirety  by the
detailed information in the remainder of this prospectus and in the prospectuses
for the  portfolios  which should be referred to for more detailed  information.
With respect to qualified contracts, it should be noted that the requirements of
a particular  retirement plan, an endorsement to the contract, or limitations or
penalties imposed by the Code or the Employee  Retirement Income Security Act of
1974,  as amended,  may impose  additional  limits or  restrictions  on purchase
payments, withdrawals, distributions, or benefits, or on other provisions of the
contract.  This prospectus does not describe such  limitations or  restrictions.
(See "Federal Tax Matters" page 44.)

CONDENSED FINANCIAL INFORMATION

         Because the variable  account had not yet  commenced  operations  as of
December 31, 1997, there are no financial statements available.



<PAGE>


TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT

Transamerica Life Insurance and Annuity Company

         Transamerica Life Insurance and Annuity Company  ("Transamerica")  is a
stock  life  insurance  company  incorporated  under  the  laws of the  State of
California  in  1966  and  redomesticated  to  North  Carolina  in  1994.  It is
principally  engaged  in the  sale  of  life  insurance  and  annuity  policies.
Transamerica is a wholly-owned indirect subsidiary of Transamerica  Corporation.
The address of Transamerica is 401 North Tryon Street, Charlotte, North Carolina
28202.

Published Ratings

         Transamerica  may from time to time  publish in  advertisements,  sales
literature and reports to owners, the ratings and other information  assigned to
it by one or more independent  rating  organizations  such as A.M. Best Company,
Standard & Poor's, Moody's, and Duff & Phelps. The ratings reflect the financial
strength  and/or  claims-paying  ability  of  Transamerica  and  should  not  be
considered as bearing on the  investment  performance  of the variable  account.
Each year the A.M.  Best Company  reviews the  financial  status of thousands of
insurers, culminating in the assignment of Best's Ratings. These ratings reflect
their  current  opinion  of  the  relative   financial  strength  and  operating
performance  of  an  insurance  company  in  comparison  to  the  norms  of  the
life/health  insurance  industry.  In  addition,  the  claims-paying  ability of
Transamerica  as  measured  by  Standard & Poor's  Insurance  Ratings  Services,
Moody's,  or  Duff &  Phelps  may be  referred  to in  advertisements  or  sales
literature  or in reports to owners.  These ratings are opinions of an operating
insurance  company's financial capacity to meet the obligations of its insurance
and annuity  policies in accordance with their terms,  including its obligations
under the general account options of this contract.  Such ratings do not reflect
the  investment  performance  of the  variable  account  or the  degree  of risk
associated with an investment in the variable account.

The Variable Account

         Separate  Account VA-6 of  Transamerica  (the  "variable  account") was
established by Transamerica as a separate account under the laws of the State of
North Carolina pursuant to June 11, 1996, resolutions of Transamerica's Board of
Directors.  The variable  account is registered with the Securities and Exchange
Commission  ("Commission")  under the Investment  Company Act of 1940 (the "1940
Act") as a unit investment  trust. It meets the definition of a separate account
under the federal  securities laws.  However,  the Commission does not supervise
the management or the investment practices or policies of the variable account.

         The assets of the variable  account are owned by Transamerica  but they
are held  separately from the other assets of  Transamerica.  Section 58-7-95 of
the North Carolina  Insurance Law provides that the assets of a separate account
are not chargeable with liabilities  incurred in any other business operation of
the insurance  company (except to the extent that assets in the separate account
exceed the reserves and other  liabilities  of the  separate  account).  Income,
gains and losses incurred on the assets in the variable account,  whether or not
realized, are credited to or charged against the variable account without regard
to other income,  gains or losses of  Transamerica.  Therefore,  the  investment
performance  of the variable  account is entirely  independent of the investment
performance  of  Transamerica's  general  account  assets or any other  separate
account maintained by Transamerica.

         The variable  account  currently  has seventeen  variable  sub-accounts
available  under  the  contract,  each of which  invests  solely  in a  specific
corresponding portfolio. Changes to the variable sub-accounts may be made at the
discretion of Transamerica.



<PAGE>


THE PORTFOLIOS

         Each of the variable  sub-accounts  offered under the contract  invests
exclusively  in  one  of  the  portfolios.   Descriptions  of  each  portfolio's
investment  objectives  follow.  The  management  fees  listed  below  are  fees
specified in the applicable advisory contract (i.e., before any fee waivers).

The Income and Growth Portfolio of The Alger American Fund seeks,  primarily,  a
high level of dividend income.  Capital appreciation is a secondary objective of
the portfolio. Except during temporary defensive periods, the portfolio attempts
to invest 100%,  and it is a  fundamental  policy of the  portfolio to invest at
least 65%,  of its total  assets in dividend  paying  equity  securities.  Alger
Management  will favor  securities  it  believes  also offer  opportunities  for
capital appreciation.  The portfolio may invest up to 35% of its total assets in
money market instruments and repurchase  agreements and in excess of that amount
(up to 100% of its assets) during temporary defensive periods.

Adviser:  Fred Alger Management, Inc.  Management Fee:  0.625%.

The Growth and Income Portfolio of the Alliance  Variable  Products Series Fund,
Inc.,   seeks   reasonable   current  income  and  reasonable   opportunity  for
appreciation through investments  primarily in dividend-paying  common stocks of
good quality.  Whenever the economic  outlook is  unfavorable  for investment in
common  stock,  investments  in  other  types  of  securities,  such  as  bonds,
convertible bonds,  preferred stock and convertible preferred stocks may be made
by the portfolio.  Purchases and sales of portfolio  securities are made at such
times and in such amounts as are deemed  advisable in light of market,  economic
and other conditions.

Adviser:  Alliance Capital Management L.P.  Management Fee:  0.625%.

The Premier Growth  Portfolio of Alliance  Variable  Products Series Fund, Inc.,
seeks  growth of capital  by  pursuing  aggressive  investment  policies.  Since
investments  will be made based upon their  potential for capital  appreciation,
current  income will be  incidental  to the  objective  of capital  growth.  The
portfolio will invest  predominantly  in the equity  securities  (common stocks,
securities  convertible into commons stocks and rights and warrants to subscribe
for or purchase common stocks) of a limited number of large, carefully selected,
high-quality U.S. companies that, in the judgment of the Adviser,  are likely to
achieve  superior  earnings  growth.  The portfolio  investments  in the 25 such
companies most highly  regarded at any point in time by the Adviser will usually
constitute  approximately 70% of the portfolio's net assets.  The portfolio thus
differs from more typical equity mutual funds by investing most of its assets in
a relatively  small number of intensively  researched  companies.  The portfolio
will, under normal circumstances,  invest at least 85% of the value of its total
assets in the equity securities of U.S. companies.

Adviser:  Alliance Capital Management L.P.  Management Fee:  1%.

The Capital Appreciation  Portfolio of the Dreyfus Variable Investment Fund is a
diversified  portfolio,  the primary investment objective of which is to provide
long-term  capital growth  consistent with the preservation of capital;  current
income is a secondary investment objective. During periods which the Sub-Adviser
determines to be of market strength, the portfolio acts aggressively to increase
shareholders'  capital by investing principally in common stocks of domestic and
foreign  issuers,  common stocks with warrants  attached and debt  securities of
foreign governments.  The portfolio will seek investment opportunities generally
in large capitalization  companies (those with market capitalizations  exceeding
$500 million)  which the  Sub-Adviser  believes have the potential to experience
above average and predictable earnings growth.

Adviser:  The Dreyfus Corporation.  Sub-Adviser:  Fayez Sarofim & Co. 
Management Fee:  0.75%.


The Small  Cap  Portfolio  of the  Dreyfus  Variable  Investment  Fund  seeks to
maximize  capital  appreciation.  It seeks to achieve its objective by investing
principally in common stocks. Under normal market conditions, the portfolio will
invest at least 65% of its total assets in companies with market capitalizations
of less than $1.5 billion at the time of purchase which The Dreyfus  Corporation
believes  to be  characterized  by  new  or  innovative  products,  services  or
processes which should enhance prospects for growth in future earnings.

Adviser:  The Dreyfus Corporation.  Management Fee:  0.75%.

The Balanced Portfolio of the Janus Aspen Series seeks long-term capital growth,
consistent with  preservation of capital and balanced by current income. It is a
diversified portfolio that, under normal circumstances, pursues its objective by
investing 40-60% of its assets in securities selected primarily for their growth
potential  and 40-60% of its assets in securities  selected  primarily for their
income potential.  This portfolio normally invests at least 25% of its assets in
fixed-income  senior  securities,  which include debt  securities  and preferred
stocks.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first
 $300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The Worldwide  Growth Portfolio of the Janus Aspen Series seeks long-term growth
of capital in a manner  consistent  with the  preservation  of capital.  It is a
diversified  portfolio that pursues its objective  primarily through investments
in common  stocks  of  foreign  and  domestic  issuers.  The  portfolio  has the
flexibility to invest on a worldwide basis in companies and other  organizations
of any  size,  regardless  of  country  of  organization  or place of  principal
business activity.  The portfolio normally invests in issuers from at least five
different  countries,  including the United  States.  The portfolio may at times
invest in fewer than five countries or even a single country.

Adviser:  Janus Capital  Corporation.  Management  Fee:  0.75% of the first
$300 million plus 0.70% of the next $200
million plus  0.65% of the assets over $500 million.

The Emerging Growth Series of the MFS Variable  Insurance Trust seeks to provide
long-term  growth of  capital.  Dividend  and  interest  income  from  portfolio
securities,  if any, is  incidental  to the  investment  objective  of long-term
growth of capital.  The policy is to invest primarily (i.e., at least 80% of its
assets  under  normal  circumstances)  in common  stocks of  companies  that the
Adviser  believes are early in their life cycle but which have the  potential to
become major enterprises  (emerging growth companies).  While the portfolio will
invest primarily in common stocks, the portfolio may, to a limited extent,  seek
appreciation in other types of securities such as fixed income securities (which
may be unrated),  convertible  securities and warrants when relative values make
such  purchases  appear  attractive  either as individual  issues or as types of
securities  in  certain  economic  environments.  The  portfolio  may  invest in
non-convertible  fixed income  securities  rated lower than  "investment  grade"
(commonly known as "junk bonds") or in comparable unrated  securities,  when, in
the opinion of the Adviser,  such an investment  presents a greater  opportunity
for  appreciation  with comparable  risk to an investment in "investment  grade"
securities.  Under normal market  conditions  the portfolio will invest not more
than 5% of its nets assets in these  securities.  Consistent with its investment
objective and policies  described above, the portfolio may also invest up to 25%
(and generally expects to invest not more than 15%) of its net assets in foreign
securities  (including emerging market securities and Brady Bonds) which are not
traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The  Growth  with  Income  Series  of the MFS  Variable  Insurance  Trust  seeks
reasonable  current  income and  long-term  growth of capital and income.  Under
normal market  conditions,  the portfolio will invest at least 65% of its assets
in equity securities of companies that are believed to have long-term  prospects
for growth and  income.  Equity  securities  in which the  portfolio  may invest
include the following:  common stocks,  preferred  stocks and preference  stock;
securities such as bonds,  warrants or rights that are convertible  into stocks;
and depository receipts for those securities.  These securities may be listed on
securities  exchanges,  traded in  various  over-the-counter  markets or have no
organized  markets.  Consistent  with  its  investment  objective  and  policies
described above, the portfolio may also invest up to 75% (and generally  expects
to invest no more than 15%) of its net assets in foreign  securities  (including
emerging  market  securities  and Brady  Bonds)  which are not  traded on a U.S.
exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:  0.75%.

The Research Series of the MFS Variable  Insurance Trust seeks long-term  growth
of capital and future income.  The policy is to invest a substantial  proportion
of its assets in equity securities of companies  believed to possess better than
average prospects for long-term growth. Equity securities in which the portfolio
may invest include the following: common stocks, preferred stocks and preference
stocks,  securities such as bonds,  warrants or rights that are convertible into
stocks and depository  receipts for those  securities.  These  securities may be
listed on securities exchanges,  traded in various  over-the-counter  markets or
have no organized markets. A smaller proportion of the assets may be invested in
bonds, short-term obligations, preferred stocks or common stocks whose principal
characteristic is income production rather than growth. Such securities may also
offer opportunities for growth of capital as well as income. In the case of both
growth  stocks  and  income  issues,  emphasis  is  placed on the  selection  of
progressive,   well-managed  companies.  The  portfolio's  non-convertible  debt
investments,  if any, may consist of "investment  grade"  securities,  and, with
respect to no more than 10% of the  portfolio's  net assets,  securities  in the
lower rated  categories or securities which the Adviser believes to be a similar
quality  to these  lower  rated  securities  (commonly  know as  "junk  bonds").
Consistent  with its  investment  objective and policies  described  above,  the
portfolio  may also  invest up to 20% of its net  assets in  foreign  securities
(including emerging market securities) which are not traded on a U.S. exchange.

Adviser:  Massachusetts Financial Services Company.  Management Fee:   0.75%.

The Fixed Income Portfolio of the Morgan Stanley  Universal  Funds,  Inc., seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing primarily in a diversified  portfolio of U.S. government and agencies,
corporate  bonds,  mortgage  backed  securities,  foreign  bonds and other fixed
income  securities and derivatives.  The portfolio's  average weighted  maturity
will  ordinarily  exceed five years and will usually be between five and fifteen
years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management Fee: 0.40% of the 
first $500 million plus 0.35% of the next
$500 million plus 0.30% of the assets over $1 billion.

The High Yield  Portfolio of the Morgan Stanley  Universal  Funds,  Inc.,  seeks
above-average  total  return  over a market  cycle  of  three  to five  years by
investing  primarily  in high yield  securities  of U. S. and  foreign  issuers,
including  corporate  bonds and other fixed income  securities and  derivatives.
High yield securities are rated below investment grade and are commonly referred
to as "junk bonds." The portfolio's  average  weighted  maturity will ordinarily
exceed five years and will usually be between five and fifteen years.

Adviser:  Miller  Anderson & Sherrerd,  LLP.  Management  Fee:  0.50% of first
$500  million plus 0.45% of next $500
million plus 0.40% of the assets over $1 billion.

The International  Magnum Portfolio of the Morgan Stanley Universal Funds, Inc.,
seeks long-term capital appreciation by investing primarily in equity securities
of non-U.S.  issuers  domiciled in EAFE  countries.  The  countries in which the
portfolio  will  invest  are  those   comprising  the  Morgan  Stanley   Capital
International EAFE Index,  which includes  Australia,  Japan, New Zealand,  most
nations located in Western Europe and certain developed  countries in Asia, such
as Hong Kong and Singapore  (collectively the "EAFE  countries").  The portfolio
may invest up to 5% of its total assets in  securities  of issuers  domiciled in
non-EAFE countries. Under normal circumstances, at least 65% of the total assets
of the  portfolio  will be invested in equity  securities of issuers in at least
three different EAFE countries.

Adviser:  Morgan Stanley Asset  Management  Inc.  Management  Fee: 0.80% of
 the first $500 million plus 0.75% of the
next $500 million plus 0.70% of the assets over $1 billion.

The Managed Portfolio of the OCC Accumulation Trust seeks growth of capital over
time through  investment in a portfolio  consisting of common stocks,  bonds and
cash  equivalents,  the  percentages  of which will vary based on the  Adviser's
assessments of the relative  outlook for such  investments.  Debt securities are
expected to be  predominantly  investment  grade  intermediate to long term U.S.
Government and corporate  debt,  although the portfolio will also invest in high
quality short term money market and cash  equivalent  securities  and may invest
almost all of its assets in such  securities when the Adviser deems it advisable
in order to preserve  capital.  In addition,  the  portfolio  may also  purchase
foreign  securities  provided  that they are  listed on a  domestic  or  foreign
securities exchange or are represented by American depository receipts listed on
a domestic securities exchange or traded in domestic or foreign over-the-counter
markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of first  $400  million 
plus  0.75% of next $400  million  plus
0.70% of the assets over $800 million.

The Small Cap Portfolio of the OCC Accumulation Trust seeks capital appreciation
through investments in a diversified  portfolio  consisting  primarily of equity
securities of companies with market  capitalizations of under $1 billion.  Under
normal  circumstances at least 65% of the portfolio's assets will be invested in
equity securities. The majority of securities purchased by the portfolio will be
traded on the New York Stock  Exchange,  the American  Stock  Exchange or in the
over-the-counter market, and will also include options,  warrants,  bonds, notes
and debentures which are convertible into or exchangeable  for, or which grant a
right to purchase or sell, such securities.  In addition, the portfolio may also
purchase  foreign  securities  provided  that they are listed on a  domestic  or
foreign securities  exchange or are represented by American  depository receipts
listed on a  domestic  securities  exchange  or traded in  domestic  or  foreign
over-the-counter markets.

Adviser:  OpCap  Advisors.  Management  Fee:  0.80% of the first $400  million 
 plus 0.75% of the next $400  million
plus 0.70% of assets over $800 million.

The Growth  Portfolio of the Transamerica  Variable  Insurance Fund, Inc., seeks
long-term  capital growth.  Common stock (listed and unlisted) is the basic form
of investment. The Growth Portfolio invests primarily in common stocks of growth
companies  that are  considered by the manager to be premier  companies.  In the
manager's view,  characteristics of premier companies include one or more of the
following:  dominant  market  share;  leading  brand  recognition;   proprietary
products or technology; low-cost production capability; and excellent management
with shareholder orientation. The manager of the Portfolio believes in long-term
investing  and  places  great  emphasis  on  the  sustainability  of  the  above
competitive advantages. Unless market conditions indicate otherwise, the manager
also tries to keep the Portfolio  fully invested in  equity-type  securities and
does  not try to time  stock  market  movements.  When  in the  judgment  of the
Sub-Adviser  market  conditions  warrant,   the  portfolio  may,  for  temporary
defensive purposes, hold part or all of its assets in cash, debt or money market
instruments. The portfolio may invest up to 10% of its assets in debt securities
having a call on common stocks that are rated below investment grade.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser: 
 Transamerica  Investment  Services,  Inc.
Management Fee:  0.75%.

The Money Market  Portfolio of the  Transamerica  Variable  Insurance Fund, 
 Inc., seeks to maximize current income
from money market  securities  consistent with liquidity and the preservation
 of principal.  The portfolio  invests
primarily in high quality U. S.  dollar-denominated  money  market  instruments
  with  remaining  maturities  of 13
months or less,  including:  obligations  issued  or  guaranteed  by the U. S.
and  foreign  governments  and their
agencies and  instrumentalities;  obligations  of U. S. and foreign  banks,  or
 their foreign  branches,  and U. S.
savings banks;  short-term  corporate  obligations,  including  commercial
paper, notes and bonds; other short-term
debt  obligations  with remaining  maturities of 397 days or less; and
repurchase  agreements  involving any of the
securities  mentioned  above.  The portfolio may also purchase  other
 marketable,  non-convertible  corporate debt
securities of U. S. issuers.  These investments include bonds,  debentures, 
floating rate obligations,  and issues
with optional maturities.

Adviser:  Transamerica  Occidental Life Insurance  Company.  Sub-Adviser: 
Transamerica  Investment  Services,  Inc.
Management Fee:  0.35%.

         Meeting  investment  objectives  depends on various factors, 
 including,  but not limited to, how well the
portfolio  managers  anticipate  changing economic and market  conditions.
 THERE IS NO ASSURANCE THAT ANY OF THESE
PORTFOLIOS WILL ACHIEVE THEIR STATED OBJECTIVES.

         An  investment  in the contract is not a deposit or  obligation  of, or
guaranteed or endorsed,  by any bank, nor is the contract  federally  insured by
the  Federal  Deposit  Insurance  Corporation  or any other  government  agency.
Investing in the contract involves certain investment risks,  including possible
loss of principal.

         Since  all of the  portfolios  are  available  to  registered  separate
accounts offering variable annuity and variable life products of Transamerica as
well as other  insurance  companies,  there  is a  possibility  that a  material
conflict may arise between the interests of the variable account and one or more
other separate accounts investing in the portfolios.  In the event of a material
conflict,  the affected  insurance  companies  will take any necessary  steps to
resolve the matter, including stopping their separate accounts from investing in
the portfolios. See the portfolios' prospectuses for greater details.

         Additional   information   concerning  the  investment  objectives  and
policies  of  all  of the  portfolios,  the  investment  advisory  services  and
administrative services and charges can be found in the current prospectuses for
the portfolios  which accompany this  prospectus.  The portfolios'  prospectuses
should be read carefully  before any decision is made  concerning the allocation
of purchase payments to, or transfers among, the variable sub-accounts.

         Transamerica may receive payments from some or all of the portfolios or
their advisers,  in varying  amounts,  that may be based on the amount of assets
allocated to the portfolios. The payments are for administrative or distribution
services.

Addition, Deletion, or Substitution

         Transamerica  does not control the portfolios and cannot guarantee that
any of the  variable  sub-accounts  offered  under this  contract  or any of the
portfolios  will always be  available  for  allocation  of purchase  payments or
transfers.  Transamerica  retains  the  right to make  changes  in the  variable
account and in its investments.

         Transamerica  reserves  the  right  to  eliminate  the  shares  of  any
portfolio  held by a variable  sub-account  and to substitute  shares of another
portfolio or of another investment  company for the shares of any portfolio,  if
the shares of the  portfolio are no longer  available  for  investment or if, in
Transamerica's  judgment,  investment in any portfolio would be inappropriate in
view of the purposes of the variable account. To the extent required by the 1940
Act, a substitution of shares attributable to the owner's interest in a variable
sub-account  will not be made  without  prior  notice to the owner and the prior
approval of the Commission.  Nothing contained herein shall prevent the variable
account from purchasing other securities for other series or classes of variable
annuity  contracts,  or from effecting an exchange  between series or classes of
variable contracts on the basis of requests made by owners.

         New variable sub-accounts for the contracts may be established when, in
the  sole  discretion  of  Transamerica,  marketing,  tax,  investment  or other
conditions so warrant.  Any new variable  sub-accounts will be made available to
existing  owners on a basis to be determined by  Transamerica.  Each  additional
variable  sub-account  will purchase  shares in a mutual fund portfolio or other
investment  vehicle.  Transamerica  may  also  eliminate  one or  more  variable
sub-accounts if, in its sole  discretion,  marketing,  tax,  investment or other
conditions  so warrant.  In the event any variable  sub-account  is  eliminated,
Transamerica  will  notify  owners and  request a  re-allocation  of the amounts
invested in the eliminated variable sub-account.

         In the event of any substitution or change,  Transamerica may make such
changes in the  contract as may be  necessary  or  appropriate  to reflect  such
substitution  or change.  Furthermore,  if deemed to be in the best interests of
persons  having voting rights under the contracts,  the variable  account may be
operated as a management  company under the 1940 Act or any other form permitted
by law, may be de-registered under such Act in the event such registration is no
longer required, or may be combined with one or more other separate accounts.

THE CONTRACT

         The contract is a flexible  purchase payment deferred  variable annuity
contract.  Other variable  contracts are also available from  Transamerica.  The
rights and benefits of this contract are described  below and in the  individual
contract  or in  the  certificate  and  group  contract;  however,  Transamerica
reserves the right to make any  modification to conform the individual  contract
and the group  contract and  certificates  thereunder  to, or give the owner the
benefit of, any federal or state statute or rule or regulation.  The obligations
under the contract are obligations of Transamerica.  The contracts are available
on a  non-qualified  basis and on a qualified  basis.  Contracts  available on a
qualified  basis  are as  follows:  (1)  rollover  and  contributory  individual
retirement   annuities  (IRAs)  under  Code  Sections  408(a)  and  408(b);  (2)
conversion,  rollover and  contributory  Roth IRAs under Code Section 408A;  (3)
simplified  employee  pension plans  (SEP/IRAs) that qualify for special federal
income tax treatment under Code Section 408(k); (4) rollover Code Section 403(b)
annuities  (including Rev. Rul. 90-24 transfers);  and (5) qualified pension and
profit  sharing  plans  intended to qualify  under Code Section 401.  Generally,
qualified contracts contain certain  restrictive  provisions limiting the timing
and amount of  purchase  payments  to, and  distributions  from,  the  qualified
contract.  For further discussion  concerning qualified contracts,  see "Federal
Tax Matters" page 44.

Ownership

         The owner is entitled  to the rights  granted by the  contract.  If the
owner dies, the rights of the owner belong to the joint owner,  if any, and then
to the owner's beneficiary. If there are joint owners, the one designated as the
primary owner will receive all mail and any tax reporting information.

         For  non-qualified  contracts,  the owner is entitled to designate  the
annuitant(s)  and,  if the owner is an  individual,  the owner  can  change  the
annuitant(s)  at any time  before the  annuity  date.  Any such  change  will be
subject to our then current underwriting requirements. Transamerica reserves the
right to reject any change of annuitant(s) which has been made without our prior
written consent.

         If the owner is not an individual,  the annuitant(s) may not be changed
once the contract is issued.  Different rules apply to qualified contracts.  See
"Federal Tax Matters," page 44.

         For each contract,  a different account will be established and values,
benefits and charges will be calculated  separately.  The various administrative
rules described below will apply  separately to each contract,  unless otherwise
noted.

PURCHASE PAYMENTS

Purchase Payments

         All  purchase   payments  must  be  paid  to  the  Service  Center.   A
confirmation  will be issued to the owner upon the  acceptance  of each purchase
payment.

         The initial  purchase  payment must be at least $5,000 ($2,000 for 
 contributory  IRAs,  SEP/IRAs and Roth
IRAs).

         The contract will be issued and the initial purchase payment  generally
will be credited  within two business days after the receipt of both  sufficient
information to issue a contract and the initial  purchase payment at the Service
Center. Acceptance is subject to sufficient information being provided in a form
acceptable to Transamerica,  and  Transamerica  reserves the right to reject any
request for issuance of a contract or purchase payment.  Contracts normally will
not be issued with respect to owners,  joint owners,  or annuitants more than 80
years old, nor will  Transamerica  normally accept  purchase  payments after the
owners'  (or  annuitants'  if  non-individual  owner)  81st  birthday,  although
Transamerica  in its  discretion  may waive these  restrictions  in  appropriate
cases.

         If  the   initial   purchase   payment   allocated   to  the   variable
sub-account(s)  cannot be  credited  within two days of receipt of the  purchase
payment  and  information   requesting   issuance  of  a  contract  because  the
information  is  incomplete  or for any other  reason,  then  Transamerica  will
contact the owner,  explain the reason for the delay and will refund the initial
purchase  payment  within  five  business  days,  unless the owner  consents  to
Transamerica  retaining the initial purchase payment and crediting it as soon as
the requirements are fulfilled.

         Additional  purchase  payments  may be made at any  time  prior  to the
annuity date.  Additional  purchase payments must be at least $1,000 or at least
$100 if made  pursuant to an  automatic  purchase  payment  plan under which the
additional purchase payments are automatically  deducted from a bank account and
allocated to the contract.  In addition,  minimum  allocation amounts apply (see
"Allocation  of Purchase  Payments"  below).  Additional  purchase  payments are
credited to the contract as of the date the payment is received.

         Total  purchase  payments for any  contract  may not exceed  $1,000,000
without prior approval of Transamerica.

         In no event may the sum of all purchase  payments for a contract during
any taxable year exceed the limits  imposed by any  applicable  federal or state
law, rules, or regulations.

Allocation of Purchase Payments

         You specify how purchase payments will be allocated under the contract.
You may allocate purchase payments between and among one or more of the variable
sub-accounts  and the general  account options as long as the portions are whole
number percentages and any allocation  percentage for a variable  sub-account is
at least 10%. In addition, there is a minimum allocation of $100 to any variable
sub-account  and  the  fixed  account,  and  $1,000  to each  guarantee  period.
Transamerica may waive this minimum  allocation amount under certain options and
circumstances.

         Each purchase payment will be subject to the allocation  percentages in
effect  at the  time  of  receipt  of  such  purchase  payment.  The  allocation
percentages for additional  purchase payments may be changed by the owner at any
time by submitting a request for such change, in a form and manner acceptable to
Transamerica,  to the Service Center. Any changes to the allocation  percentages
are  subject to the  limitation(s)  above.  Any change will take effect with the
first purchase  payment  received with or after receipt by the Service Center of
the  request  for such change and will  continue  in effect  until  subsequently
changed.

         In certain  jurisdictions  and under  certain  conditions  where by law
Transamerica  is required to return upon the  exercise of the free look  option,
either (1) the purchase  payment or (2) the greater of the  purchase  payment or
account value  (credits  will not be included in the amount  paid).  Any initial
allocation  to the  variable  account may be held in the money  market  variable
sub-account during the applicable free look period plus 5 days for delivery. Any
such allocations to the money market variable  sub-account will automatically be
transferred  at the end of the  free-look  period plus 5 days  according  to the
owner's  requested  allocation.  Such  transfer  will not count  against  the 12
allowed transfers without charge during the first contract year.

Investment Option Limit

         Currently,  the owner may not  allocate  amounts to more than  eighteen
investment  options over the life of the contract.  Investment  options  include
variable  sub-accounts and general account options.  Each variable  sub-account,
each  duration of guarantee  period under the guarantee  period  account and the
fixed account that ever received a transfer or purchase payment allocation count
as one towards this total of eighteen limit.
Transamerica may waive this limit in the future.

         For  example,  if the owner  makes an  allocation  to the money  market
variable  sub-account  and later  transfers all amounts out of this money market
variable  sub-account,  it  would  still  count as one for the  purposes  of the
limitation  even if it held no value.  If the owner  transfers  from a  variable
sub-account to another  variable  sub-account  and later back to the first,  the
count  towards the  limitation  would be two, not three.  If the owner selects a
guarantee period and renews for the same term, the count will be one; but if the
owner renews to a guarantee period with a different term, the count will be two.

Credit

         We add a credit  to your  account  value  with  each  purchase  payment
received.  This  credit is  funded  from our  general  account.  Each  credit is
allocated  to the  account  value at the same  time as the  applicable  purchase
payment.  Credits are applied to the investment options in the same ratio as the
applicable  purchase  payment.  The amount  available as a death benefit or upon
waiver of the  contingent  deferred  sales load under the Living  Benefits Rider
does not include  credits applied in the  immediately  preceding 12 months.  The
amount  returned if you exercise  your right to cancel the  contract  during the
free-look period does not include any credits applied.

         The credit is expressed  and payable  only as a percentage  of purchase
payments. Currently the percentage is 3.25%. We may vary this percentage.

Examples.  The following examples illustrate how a 3.25% credit works.

         Suppose  you invest  $10,000 in a  contract.  Transamerica  immediately
credits an additional  3.25%,  or $325, so your Account Value begins at $10,325.
Assume that in six months the Account  Value  increases  by 5%, so it is $10,841
(($10,325 x 0.05= $516.25) + $10,325= $10,841). At that point in time, the death
benefit would be $10,516 ($10,841 less the $325 credit).  Note that although the
credit is not  included  in the death  benefit,  the $16.25 of  earnings  on the
credit  is  included.  The cash  surrender  value  would be  $10,841  minus  the
contingent deferred sales load of 8% and other applicable deductions.

         Assume  that  at the  end of  twelve  months,  the  Account  Value  has
increased   by  10%  so  it  is   $11,357.50   (($10,325  x   .10=$1,032.50)   +
$10,325=$11,357.50).  The death  benefit at that time would be the full  Account
Value of $11,357.50 and the cash surrender  value would be $11,357.50  minus the
contingent deferred sales load of 8% and other applicable deductions.

         A decrease in value works in a similar manner. Again suppose you invest
$10,000 and Transamerica credits a 3.25%, or $325, credit, and the Account Value
decreases 10% in six months,  so your Account Value is $9292.50  ($10,325  minus
$1,032.50).  Your death benefit at that point in time would be $10,000, since it
is never less than your  purchase  payments  (less any partial  withdrawals  and
premium  taxes).  Your  cash  surrender  value  would  be the  Account  Value of
$9,292.50 minus the 8% surrender charge and other applicable deductions.

         In the case of multiple purchase  payments,  for purposes of the credit
the most recent purchase  payment is deemed to be withdrawn  first.  Suppose you
make a $10,000  purchase  payment in January 1998  (getting a $325 credit) and a
$20,000  purchase  payment in June 1998 (getting a $650  credit).  If you die in
March 1999 (more than 12 months after the January  1998  purchase  payment,  but
less than 12 months after the June 1998 purchase  payment),  the $650 credit for
the June  purchase  payment has not vested (since it is less than 12 months old)
so the full $650 is deducted in  calculating  the death  benefit.  However,  the
death benefit would include any earnings  attributable to that credit.  The $325
credit for the January  payment is over 12 months old so it (and any earnings on
it) is included in the death benefit.

ACCOUNT VALUE

         Before the annuity date, the account value is equal to: (a) the general
account options accumulated value plus (b) the variable accumulated value.

         The  variable  accumulated  value  is  determined  at the  end of  each
valuation day. To determine the variable  accumulated value on a day that is not
a valuation day, the value as of the end of the next valuation day will be used.
The variable  accumulated  value is expected to change from valuation  period to
valuation  period,   reflecting  the  investment   experience  of  the  selected
portfolios as well as the deductions for charges and fees. A valuation period is
the period between successive  valuation days. It begins at the close of the New
York Stock Exchange  (generally  4:00 p.m. ET) on each valuation day and ends at
the close of the New York Stock Exchange on the next succeeding valuation day. A
valuation  day is each day that the New York Stock  Exchange is open for regular
business.

         Purchase payments  allocated to a variable  sub-account are credited to
the variable  accumulated value in the form of variable  accumulation units. The
number of variable  accumulation units credited for each variable sub-account is
determined  by  dividing  the  purchase   payment   allocated  to  the  variable
sub-account  by  the  variable   accumulation   unit  value  for  that  variable
sub-account.  In the case of the initial purchase payment, variable accumulation
units for that payment will be credited to the variable accumulated value within
two valuation days of the later of: (a) the date sufficient  information,  in an
acceptable  manner and form, is received at our Service Center;  or (b) the date
our Service Center  receives the initial  purchase  payment.  In the case of any
additional purchase payment,  variable  accumulation units for that payment will
be  credited  at the  end of the  valuation  period  during  which  Transamerica
receives  the  payment.  The  value  of a  variable  accumulation  unit for each
variable  sub-account is established at the end of each valuation  period and is
calculated  by  multiplying  the  value  of that  unit  at the end of the  prior
valuation  period by the variable  sub-account's  net investment  factor for the
valuation period. The value of a variable accumulation unit may go up or down.

         The  net   investment   factor  is  used  to  determine  the  value  of
accumulation  and annuity  unit values for the end of a  valuation  period.  The
applicable formula can be found in the statement of additional information.
         Transfers involving variable  sub-accounts will result in the crediting
and/or cancellation of variable accumulation units having a total value equal to
the  dollar  amount  being   transferred  to  or  from  a  particular   variable
sub-account.  The  crediting  and  cancellation  of such units is made using the
variable  accumulation unit value of the applicable  variable  sub-account as of
the end of the valuation day in which the transfer is effective.

TRANSFERS

Before the Annuity Date

         Before the annuity  date,  you may  transfer  all or any portion of the
account  value  among  the  variable  sub-accounts  and the  guarantee  periods.
Transfers are restricted into or out of the fixed account.  See "General Account
Options" in Appendix A.

         Transfers  among the  variable  sub-accounts  and the  general  account
options may be made by submitting a request,  in a form and manner acceptable to
Transamerica,  to the Service Center. The transfer request must specify: (1) the
variable  sub-account(s)  and/or the general  account  option(s)  from which the
transfer is to be made;  (2) the amount of the  transfer;  and (3) the  variable
sub-account(s)  and/or  general  account  option(s)  to receive the  transferred
amount.   The  minimum  amount  which  may  be  transferred  from  the  variable
sub-accounts  and the general  account  options is $1,000.  Transfers  among the
variable  sub-accounts  are also subject to such terms and  conditions as may be
imposed by the portfolios.

         When a transfer is made from a guarantee  period  before the end of its
term, the amount transferred may be subject to an interest adjustment. (See "The
General Account Options" in Appendix A.) A transfer from a guarantee period made
within  30 days  before  the  last day of its term  will not be  subject  to any
interest adjustment.

         Transamerica  currently imposes a transfer fee of $10 for each transfer
in excess of 18 made during the same contract  year.  Transamerica  reserves the
right to waive the transfer fee or vary the number of transfers  without  charge
or not count  transfers  under  certain  options or services for purposes of the
allowed  number  without  charge.  See  "Transfers"  on page  29 for  additional
limitations  regarding transfers.  A transfer generally will be effective on the
date the request for transfer is received by the Service Center.

         If a transfer reduces the value in a variable  sub-account or guarantee
period or in the fixed account to less than $1,000,  then Transamerica  reserves
the right to transfer the remaining amount along with the amount requested to be
transferred in accordance with the transfer  instructions provided by the owner.
Under current law, there will not be any tax liability for transfers  within the
contract.

Other Restrictions

         Transamerica  reserves  the  right  without  prior  notice  to  modify,
restrict,  suspend or eliminate  the transfer  privileges  (including  telephone
transfers)  at any time and for any reason.  For  example,  restrictions  may be
necessary to protect  owners from adverse  impacts on  portfolio  management  of
large and/or  numerous  transfers by market timers or others.  Transamerica  has
determined that the movement of significant variable sub-account values from one
variable sub-account to another may prevent the underlying portfolio from taking
advantage of  investment  opportunities  because the  portfolio  must maintain a
significant cash position in order to handle redemptions. Such movement may also
cause a  substantial  increase  in  portfolio  transaction  costs  which must be
indirectly  borne by  owners.  Therefore,  Transamerica  reserves  the  right to
require that all transfer requests be made by the owner and not by a third party
holding a power of attorney and to require that each transfer request be made by
a separate  communication to Transamerica.  Transamerica also reserves the right
to require  that each  transfer  request be submitted in writing and be manually
signed by the  owner(s);  telephone  or facsimile  transfer  requests may not be
allowed.

Telephone Transfers

         Transamerica  will allow telephone  transfers if the owner has provided
proper  authorization  for such  transfers  in a form and manner  acceptable  to
Transamerica.  Transamerica  reserves  the right to suspend  telephone  transfer
privileges at any time, for some or all contracts,  for any reason.  Withdrawals
are not permitted by telephone.

         Transamerica  will  employ   reasonable   procedures  to  confirm  that
instructions  communicated  by  telephone  are  genuine  and if it follows  such
procedures  it  will  not be  liable  for  any  losses  due to  unauthorized  or
fraudulent  instructions.  In the  opinion  of  certain  government  regulators,
Transamerica  may be  liable  for  such  losses  if it  does  not  follow  those
procedures.  The procedures Transamerica will follow for telephone transfers may
include  requiring  some  form of  personal  identification  prior to  acting on
instructions  received  by  telephone,  providing  written  confirmation  of the
transaction, and/or tape recording the instructions given by telephone.

Dollar Cost Averaging

         Prior to the  annuity  date,  the owner may  request  that  amounts  be
automatically  transferred on a monthly basis from a "source  account," which is
currently  either the money market  sub-account or the fixed account,  to any of
the variable  sub-accounts  by  submitting a request to the Service  Center in a
form and  manner  acceptable  to  Transamerica.  Other  source  accounts  may be
available; call the Service Center for availability.

         Only one source  account can be elected at a time.  The transfers  will
begin when the owner requests, but no sooner than one week following, receipt of
such request,  provided that dollar cost  averaging  transfers will not commence
until the later of (a) 30 days after the  contract  effective  date,  or (b) the
estimated end of the free look period (allowing 5 days for delivery).  Transfers
will continue for the number of consecutive  months selected by the owner unless
(1)  terminated  by the owner,  (2)  automatically  terminated  by  Transamerica
because there are insufficient  amounts in the source account,  or (3) for other
reasons as described in the  election  form.  The owner may request that monthly
transfers be continued for a term then available by giving notice to the Service
Center in a form and manner  acceptable to Transamerica  within 30 days prior to
the last monthly  transfer.  If no request to continue the monthly  transfers is
made by the  owner,  this  option  will  terminate  automatically  with the last
transfer at the end of the term.

         In order to be  eligible  for  dollar  cost  averaging,  the  following
conditions  must be met:  (1) the value of the source  account  must be at least
$5,000; (2) the minimum amount that can be transferred out of the source account
is $250 per  month;  and (3) the  minimum  amount  transferred  into  any  other
variable  sub-account  is the  greater  of  $250  or 10%  of  the  amount  being
transferred.  These  limits may be changed for new  elections  of this  service.
Dollar cost averaging transfers can not be made from a source account from which
systematic withdrawals or automatic payouts are also being made.

         There is currently no charge for the dollar cost  averaging  option and
transfers  due to dollar  cost  averaging  currently  will not count  toward the
number of transfers allowed without charge per contract year.
Transamerica may charge in the future for dollar cost averaging.

         Dollar  cost  averaging  transfers  may  not be  made  to or  from  the
guarantee period account or to the fixed account.




<PAGE>


Automatic Asset Rebalancing

         After  purchase   payments  have  been  allocated  among  the  variable
sub-accounts, the performance of each variable sub-account may cause proportions
of the  values  in  the  variable  sub-accounts  to  vary  from  the  allocation
percentages.  The owner may instruct Transamerica to automatically rebalance the
amounts in the  variable  account by  reallocating  amounts  among the  variable
sub-accounts,  at the  time,  and in the  percentages,  specified  in the  owner
instructions to Transamerica and accepted by  Transamerica.  The owner may elect
to have the rebalancing  done on an annual,  semi-annual or quarterly basis. The
owner may elect to have amounts allocated among the variable  sub-accounts using
whole percentages, with a minimum of 10% allocated to each variable sub-account.

         The owner may elect to  establish,  change or terminate  the  automatic
asset  rebalancing  by submitting a request to the Service  Center in a form and
manner acceptable to Transamerica.  Automatic asset  rebalancing  currently will
not count  towards the number of transfers  without  charge in a contract  year.
Transamerica  reserves the right to discontinue the automatic asset  rebalancing
service  at any time  for any  reason.  There is  currently  no  charge  for the
automatic asset rebalancing  service.  Transamerica may in the future charge for
this service and may count the transfers toward those allowed without charge.

Automatic asset rebalancing may not be elected at the same time that dollar cost
averaging is in effect.

After the Annuity Date

         If a variable  payment option is elected,  the owner may make transfers
among variable  sub-accounts  after the annuity date by giving a written request
to the Service Center, subject to the following provisions:  (1) transfers after
the annuity date may be made no more than four times  during any contract  year;
and (2) the minimum amount transferred from one variable  sub-account to another
is the amount supporting a current $75 monthly payment.

         Transfers  among variable  sub-accounts  after the annuity date will be
processed  based on the formula  outlined in the  appendix in the  Statement  of
Additional Information.

CASH WITHDRAWALS

         The owner of a  non-qualified  contract may withdraw all or part of the
cash  surrender  value at any time prior to the annuity date by giving a written
request to the Service Center. For qualified contracts, reference should be made
to the terms of the particular retirement plan or arrangement for any additional
limitations or restrictions,  including prohibitions,  on cash withdrawals.  See
"Federal Tax Matters," page 44. The cash surrender value is equal to the account
value, less any account fee, interest adjustment, contingent deferred sales load
and premium  tax  charges.  A full  surrender  will result in a cash  withdrawal
payment equal to the cash  surrender  value at the end of the  valuation  period
during  which the  election  is  received  along with all  completed  forms then
required by  Transamerica.  No surrenders or  withdrawals  may be made after the
annuity date. Partial withdrawals must be at least $1,000.

         In the case of a partial withdrawal,  you may direct the Service Center
to  withdraw  amounts  from  specific  variable  sub-account(s)  and/or from the
general account options.  If the owner does not specify,  the withdrawal will be
taken pro rata from account value.

         A partial  withdrawal  request  cannot be made if it would  reduce  the
account value to less than $2,000. In that case, the owner will be notified.

         Withdrawal  (including  surrender) requests generally will be processed
as of the end of the valuation  period  during which the request,  including all
completed forms, is received. Payment of any cash withdrawal,  settlement option
payment or lump sum death benefit due from the variable  account and  processing
of any  transfers  will occur  within  seven days from the date the  election is
received,  except that  Transamerica  may postpone  such payment if: (1) the New
York Stock  Exchange  is closed for other than usual  weekends or  holidays,  or
trading on the Exchange is otherwise  restricted;  or (2) an emergency exists as
defined  by  the  Commission,   or  the  Commission  requires  that  trading  be
restricted;  or (3) the Commission permits a delay for the protection of owners.
The withdrawal  request will be effective when all required  withdrawal  request
forms are received. Payments of any amounts derived from a purchase payment paid
by check may be delayed until the check has cleared the owner's bank.

         When a withdrawal is made from a guarantee period before the end of its
term, the amount  withdrawn may be subject to an interest  adjustment.  See "The
General Account Options" in Appendix A.

         Transamerica  may delay  payment  of any  withdrawal  from the  general
account options for up to six months after Transamerica receives the request for
such  withdrawal.  If  Transamerica  delays  payment  for  more  than  30  days,
Transamerica  will  pay  interest  on the  withdrawal  amount  up to the date of
payment.

         SINCE THE OWNER  ASSUMES  THE  INVESTMENT  RISK FOR ALL  AMOUNTS IN THE
VARIABLE  ACCOUNT AND BECAUSE  CERTAIN  WITHDRAWALS  ARE SUBJECT TO A CONTINGENT
DEFERRED SALES LOAD AND OTHER  CHARGES,  THE TOTAL AMOUNT PAID UPON SURRENDER OF
THE CONTRACT MAY BE MORE OR LESS THAN THE TOTAL PURCHASE PAYMENTS.

         An owner may elect, under the systematic withdrawal option or automatic
payout option (but not both),  to withdraw  certain  amounts on a periodic basis
from the variable sub-accounts prior to the annuity date.

         The tax  consequences  of a withdrawal or surrender are discussed later
in this prospectus. See "Federal Tax Matters" page 44.

Systematic Withdrawal Option

         Prior  to  the  annuity  date,  you  may  elect  to  have   withdrawals
automatically made from one or more variable  sub-account(s) on a monthly basis.
Other distribution modes may be permitted.  The withdrawals will not begin until
than the later of (a) 30 days after the contract  effective  date or (b) the end
of the free look period.  Withdrawals  will be from the variable  sub-account(s)
and in the percentage  allocations that you specify.  If no  specifications  are
made,  withdrawals  will be pro rata based on account  value and any  applicable
interest  adjustment  will  apply to  withdrawals  from the  guarantee  periods.
Systematic  withdrawals  cannot be made from a variable  sub-account  from which
dollar  cost   averaging   transfers  are  being  made  and  cannot  be  elected
concurrently with the automatic payment option. The systematic withdrawal option
is currently not available with respect to the general account options.

         To be eligible for the systematic  withdrawal option, the account value
must be at least  $12,000 at the time of election.  The minimum  monthly  amount
that can be  withdrawn is $100.  Currently,  the owner can elect any amount over
$100 to be withdrawn systematically. The owner may also make partial withdrawals
while receiving systematic  withdrawals.  If the total withdrawals  (systematic,
automatic,  or  partial)  in a contract  year  exceed the  allowed  amount to be
withdrawn without charge for that year, any applicable contingent deferred sales
load will then apply.


         The withdrawals will continue  indefinitely unless terminated.  If this
option is  terminated  it may not be elected  again until the end of the next 12
full months.

         Transamerica  reserves  the right to impose an annual  fee of up to $25
for processing  payments under this option. This fee, which is currently waived,
will be deducted in equal installments from each systematic  withdrawal during a
contract year.

         Systematic  withdrawals  may be taxable and, prior to age 59 1/2, 
 subject to a 10% federal tax penalty.  See
"Federal Tax Matters," page 44.

Automatic Payout Option ("APO")

         Prior to the annuity date, for certain qualified  contracts,  the owner
may elect the  automatic  payout  option (APO) to satisfy  minimum  distribution
requirements  under Sections  401(a)(9),  403(b), and 408(b)(3) of the Code. See
"Federal  Tax  Matters"  page 44. For IRAs and  SEP/IRAs  this may be elected no
earlier than six months prior to the  calendar  year in which the owner  attains
age 70 1/2,  but payments  may not begin  earlier than January of such  calendar
year.  For other  qualified  contracts,  APO can be elected no earlier  than six
months  prior to the  later of when the owner (a)  attains  age 70 1/2;  and (b)
retires from employment.  Additionally, APO withdrawals may not begin before the
later of (a) 30 days  after the  contract  effective  date or (b) the end of the
free look period.  APO may be elected in any calendar  month,  but no later than
the month of the owner's 84th birthday.

         Withdrawals  will  be  from  the  variable  sub-account(s)  and  in the
percentage  allocations you specify. If no specifications are made,  withdrawals
will be pro rata from account value. Withdrawals can not be made from a variable
sub-account  from which dollar cost averaging  transfers are being made. The APO
is not currently  available  with respect to the general  account  options.  The
calculation  of the APO amount will reflect the total account value although the
withdrawals are only from the variable  sub-accounts.  This  calculation and APO
are based solely on value in this contract.

         To be eligible for this option,  the following  conditions must be met:
(1) the account value must be at least $12,000 at the time of election;  (2) the
annual  withdrawal  amount is the larger of the  required  minimum  distribution
under Code Sections 401(a)(9) or 408(b)(3) or $500. These conditions may change.
Currently, withdrawals under this option are only paid annually.

         The withdrawals will continue indefinitely unless terminated.  If there
are  insufficient  amounts in the variable  account to make a  withdrawal,  this
option generally will terminate. Once terminated, APO may not be elected again.

DEATH BENEFIT

         If an owner dies before the annuity  date, a death  benefit is payable.
If death occurs prior to any owner's or joint owner's 80th  birthday,  the death
benefit  will be equal to the  greater of (a) the account  value  reduced by any
credits less than 12 months old, or (b) the sum of all purchase payments made to
the contract less withdrawals and applicable  premium tax charges.  If the owner
or joint  owner  dies  before the  annuity  date and after  either the  deceased
owner's or joint  owner's 80th  birthday  the death  benefit will be the account
value less any credits less than 12 months old. For purposes of calculating such
death  benefit,  the account  value is  determined as of the date the benefit is
paid. If the owner is not a natural person,  the annuitant(s) will be treated as
the owner(s) for purposes of the death benefit.  For example,  if the owner is a
trust that allows a person(s)  other than the trustee to exercise the  ownership
rights under this  certificate,  such person(s) must be named  annuitant(s)  and
will be treated as the owner(s) so the death benefit will be determined based on
the age of the annuitant(s).


         An ownership  change will be subject to our then  current  underwriting
rules and may decrease the death  benefit.  However,  such  reduction will never
decrease the death  benefit below the account value (minus any credits less than
12 months old).

Payment of Death Benefit

         The death  benefit is generally  payable upon receipt of proof of death
of the  owner.  Upon  receipt  of this  proof  and an  election  of a method  of
settlement,  the death benefit  generally  will be paid within seven days, or as
soon thereafter as Transamerica has sufficient information about the beneficiary
to make the payment.

         The death  benefit will be  determined  as of the end of the  valuation
period during which our Service Center receives both proof of death of the owner
or joint owner and the written  notice of the  settlement  option elected by the
person to whom the death benefit is payable. If no settlement method is elected,
the death  benefit  will be a lump sum  distributed  within five years after the
owner's death.  No contingent  deferred sales load nor interest  adjustment will
apply.

         Until the death  benefit is paid,  the account  value  allocated to the
variable account remains in the variable account, and fluctuates with investment
performance of the applicable portfolio(s). Accordingly, the amount of the death
benefit  depends on the account value at the time the death benefit is paid, not
at the time of death.

Designation of Beneficiaries

         The owner may  select  one or more  beneficiaries  by  designating  the
person(s) to receive the amounts  payable under this contract if: the owner dies
before the annuity date and there is no joint owner; or the owner dies after the
annuity  date  and  settlement  option  payments  have  begun  under a  selected
settlement  option that  guarantees  payments for a certain  period of time. The
interest of any  beneficiary who dies before the owner will terminate at time of
death of such beneficiary.

         A beneficiary  may be named or changed at any time in a form and manner
acceptable  to us.  Any  change  made to an  irrevocable  beneficiary  must also
include the written consent of the beneficiary,  except as otherwise required by
law.

         If more than one  beneficiary  is named,  each named  beneficiary  will
share  equally in any  benefits or rights  granted by this  contract  unless the
owner gives us other instructions at the time the beneficiaries are named.

         Transamerica  may  rely on any  affidavit  by any  responsible 
 person  in  determining  the  identity  or
non-existence of any beneficiary not identified by name

Death of Owner or Joint Owner Before the Annuity Date

         If the owner or joint owner dies before the annuity  date,  we will pay
the death benefit as specified in this section. The entire death benefit must be
distributed  within five years after the owner's  death.  If the owner is not an
individual,  an  annuitant's  death will be treated as the death of the owner as
provided in Code Section 72 (s)(6). For example, this certificate will remain in
force with the annuitant's surviving spouse as the new annuitant if:

         o        This contract is owned by a trust; and

         o        The beneficiary is either the annuitant's surviving spouse, or
                  a trust  holding the  contract  solely for the benefit of such
                  spouse.

         The manner in which we will pay the death benefit depends on the status
of the person(s) involved in the contract.  The death benefit will be payable to
the first person from the applicable list below:

If the owner is the annuitant:

         o        The joint owner, if any

         o        The beneficiary, if any

If the owner is not the annuitant:

         o        The joint owner, if any

         o        The beneficiary, if any

         o        The annuitant;

         o        The joint annuitant; if any

If the death benefit is payable to the owner's  surviving  spouse (or to a trust
for the sole benefit of such surviving spouse),

         We will  continue  this  contract  with the  owner's  spouse as the new
annuitant (if the owner was the  annuitant)  and the new owner (if  applicable),
unless such spouse selects another option as provided below.

If the death benefit is payable to someone other that the owner's surviving
spouse,

         We will pay the  death  benefit  in a lump sum  payment  to, or for the
benefit of, such person within five years after the owner's  death,  unless such
person(s) selects another option as provided below.

In lieu of the automatic form of death benefit specified above,

         The person(s) to whom the death benefit is payable may elect to receive
it:

         o        In a lump sum; or

         o        As settlement option payments,  provided the person making the
                  election is an individual. Such payments must begin within one
                  year after the owner's death and must be in equal amounts over
                  a period of time not extending beyond the individual's life or
                  life expectancy.

         Election  of either  option must be made no later than 60 days prior to
the one-year anniversary of the owner's death. Otherwise, the death benefit will
be settled under the appropriate automatic form of benefit specified above.

If the person to whom the death  benefit is payable dies before the entire death
benefit is paid,

         We will pay the  remaining  death  benefit  in a lump sum to the  payee
named by such person or, if no payee was named, to such person's estate.


If the death benefit is payable to a non-individual (subject to the special rule
for a trust for the sole benefit of a surviving spouse),

         We will pay the death  benefit  in a lump sum within one year after the
owner's death.

If the Annuitant Dies Before the Annuity Date

         If an  owner  and an  annuitant  are not the  same  individual  and the
annuitant (or the last of joint  annuitants)  dies before the annuity date,  the
owner will become the annuitant until a new annuitant is selected.

Death after the Annuity Date

         If an owner or the annuitant  dies after the annuity date,  any amounts
payable  will  continue  to be  distributed  at least as  rapidly  as under  the
settlement and payment option then in effect on the date of death.

         Upon the owner's death after the annuity date, any remaining  ownership
rights  granted  under this  contract  will pass to the person to whom the death
benefit  would have been paid if the owner had died before the annuity  date, as
specified above.

Survival Provision

         The  interest  of any person to whom the death  benefit is payable  who
dies at the time of, or within 30 days  after,  the death of the owner will also
terminate if no benefits  have been paid to such  beneficiary,  unless the owner
had given us written notice of some other arrangement.

CHARGES, FEES  AND DEDUCTIONS

         No deductions  are currently made from purchase  payments  (although we
reserve the right to charge for any applicable premium tax charges).  Therefore,
the full  amount of the  purchase  payments  are  invested in one or more of the
variable sub-accounts and/or the general account options.

Contingent Deferred Sales Load

         No deduction for sales  charges is made from  purchase  payments at the
time they are made.  However,  a contingent  deferred  sales load of up to 8% of
purchase  payments  may be imposed  on  certain  withdrawals  or  surrenders  to
partially cover certain expenses  incurred by Transamerica  relating to the sale
of the  contract,  including  commissions  paid to  salespersons,  the  costs of
preparation of sales  literature  and other  promotional  costs and  acquisition
expenses.

         The contingent  deferred sales load percentage  varies according to the
number of years between when a purchase payment was credited to the contract and
when the withdrawal is made. The amount of the contingent deferred sales load is
determined  by  multiplying  the  amount  withdrawn  subject  to the  contingent
deferred  sales  load  by the  contingent  deferred  sales  load  percentage  in
accordance with the following table. In no event shall the aggregate  contingent
deferred  sales load  assessed  against the contract  exceed 8% of the aggregate
purchase payments.
<TABLE>
<CAPTION>

Number of Years
Since Receipt of                                                    Contingent Deferred Sales Load
contingent deferred sales load
Purchase Payment                                              As a Percentage of Purchase  Payment

<S>                                                                             <C>
Less than one year                                                              8%
1 year but less than 2 years                                                    8%
2 years but less than 3 years                                                   7%
3 years but less than 4 years                                                   6%
4 years but less than 5 years                                                   5%
5 years but less than 6 years                                                   4%
6 years but less than 7 years                                                   3%
7 or more years                                                                 0%
</TABLE>

Free Withdrawals-Allowed Amount

         Beginning 30 days after the contract  effective date (or the end of the
free look period, if later),  the owner may make a withdrawal up to the "allowed
amount"  without  incurring a contingent  deferred sales load each contract year
before the annuity date.

         The  allowed  amount  each  contract  year is equal to 10% of the total
purchase payments received during the last seven years determined as of the last
contract  anniversary less any withdrawals  during the present contract year. In
the first contract year, the 10% will be applied to the total purchase  payments
at the time of the first withdrawal.

         Purchase  payments  held for seven full years may be withdrawn  without
charge.

         Withdrawals   will  be  made  first  from   purchase   payments   on  a
first-in/first-out  basis and then from  earnings  and last  from  credits.  The
allowed  amount may vary  depending  on the state of  issuance.  If the  allowed
amount is not fully  withdrawn or paid out during a contract  year,  it does not
carry over to the next contract year.

Free Withdrawals - Living Benefits Rider

         When the contract is  purchased,  the owner may also elect,  in certain
states,  a Living  Benefits  Rider for an additional  fee that provides that the
contingent  deferred  sales  load will be  waived in any of the three  following
instances:

(1) if the owner  receives  extended  medical  care in a  licensed  hospital  or
nursing care facility (as defined in the  contract) for at least 60  consecutive
days,  and the request for the  withdrawal or surrender,  together with proof of
such extended  care,  is received at the Service  Center during the term of such
care or within 90 days  after the last day upon  which the owner  received  such
extended care; or

(2) if the owner receives  medically  required in-home care for at least 60 days
and such  extended  in-home  medical care is  certified  by a qualified  medical
professional  and the owner may also be  required  to submit  other  evidence as
required by Transamerica such as evidence of medicare eligibility; or

 (3) if the owner becomes  terminally  ill after the first contract year and the
terminal  illness  is  diagnosed  by a  qualified  medical  professional  and is
reasonably expected to result in death within 12 months.

Neither (1) nor (2) apply if the owner is receiving  extended  medical care in a
licensed  hospital or nursing care facility or in-home  medical care at the time
the contract is purchased.

         Transamerica  reserves the right to not accept purchase  payments after
the owner has qualified for any of these  waivers.  Owner under this rider means
either the owner or the joint owner,  if any, or annuitant(s) if the contract is
not  owned by an  individual.  Any  withdrawals  under  this  rider on which the
contingent  deferred sales load is waived will not reduce the allowed amount for
the contract year. Any credits less than 12 months old will not be available for
withdrawal under this rider.

Other Free Withdrawals

         In  addition,  no  contingent  deferred  sales load is  assessed:  upon
annuitization  after  the  first  contract  year  to an  option  involving  life
contingencies;  upon payment of the death benefit;  or upon transfers of account
value. Any applicable  contingent  deferred sales load will be deducted from the
amount requested for both partial withdrawals  (including  withdrawals under the
systematic  withdrawal  option or the APO) and full surrenders  unless the owner
elects to "gross-up" the amount for a partial withdrawal to cover the applicable
contingent  deferred  sales load.  The  contingent  deferred  sales load and any
premium tax charge  applicable to a withdrawal from the guarantee period account
will be deducted from the amount  withdrawn  after the interest  adjustment,  if
any, is applied and before payment is made.

Administrative Charges

         Account Fee

         At the end of each contract year before the annuity date,  Transamerica
deducts an annual account fee as partial  compensation for expenses  relating to
the issue and maintenance of the contract and the variable  account.  The annual
account  fee is equal  to the  lesser  of $30 or 2% of the  account  value.  The
account fee may be increased  upon 30 days  advance  written  notice,  but in no
event may it exceed $60 (or 2% of the account value, if less) per contract year.
If the contract is surrendered,  the account fee, unless waived will be deducted
from a full surrender  before the  application  of any continent  deferred sales
load.  The account  fee will be  deducted on a pro rata basis  (based on values)
from the account value including both the variable  sub-accounts and the general
account  options.  No interest  adjustment will be assessed on any deduction for
the account fee taken from the guarantee  period account.  The account fee for a
contract year will be waived if the account  value  exceeds  $50,000 on the last
business  day  of  that  contract  year  or as  of  the  date  the  contract  is
surrendered.

         Annuity Fee

         After the  annuity  date,  an annual  annuity  fee of $30 to help cover
processing  costs will be deducted in equal amounts from each  variable  payment
made during the year ($2.50 each month if monthly  payments).  This fee will not
be changed. No annuity fee will be deducted from fixed payments. This fee may be
waived.

         Administrative Expense Charge

         Transamerica also makes a daily deduction (the  administrative  expense
charge) from the variable  account (both before and after the contract  date) at
an  effective  current  annual  rate of 0.15% of  assets  held in each  variable
sub-account to reimburse Transamerica for administrative expenses.  Transamerica
has the ability in most states to increase  or  decrease  this  charge,  but the
charge is  guaranteed  not to exceed  0.35%.  Transamerica  will provide 30 days
written notice of any change in fees. The administrative charges do not bear any
relationship to the actual  administrative costs of a particular  contract.  The
administrative  expense  charge is  reflected in the  variable  accumulation  or
variable annuity unit values for each variable sub-account.

Mortality and Expense Risk Charge

         Transamerica deducts a charge for bearing certain mortality and expense
risks under the contracts. This is a daily charge at an effective annual rate of
1.20% of the assets in the variable account.  Transamerica  guarantees that this
charge of 1.20% will never  increase.  The  mortality and expense risk charge is
reflected in the variable accumulation and variable annuity unit values for each
variable sub-account.

         Variable accumulated values and variable settlement option payments are
not affected by changes in actual mortality experience incurred by Transamerica.
The  mortality  risks  assumed  by  Transamerica   arise  from  its  contractual
obligations to make settlement option payments determined in accordance with the
settlement  option tables and other provisions  contained in the contract and to
pay death benefits prior to the annuity date.

         The   expense   risk   assumed  by   Transamerica   is  the  risk  that
Transamerica's  actual expenses in administering  the contracts and the variable
account  will exceed the amount  recovered  through the  administrative  expense
charge, account fees, transfer fees and any fees imposed for certain options and
services.

         If the  mortality  and  expense  risk charge is  insufficient  to cover
actual costs and risks assumed, the loss will fall on Transamerica.  Conversely,
if  this  charge  is  more  than  sufficient,  any  excess  will  be  profit  to
Transamerica. Currently, Transamerica expects a profit from this charge.

         Transamerica  anticipates that the contingent  deferred sales load will
not generate sufficient funds to pay the cost of distributing the contracts.  To
the extent that the contingent  deferred sales load is insufficient to cover the
actual  cost  of  contract  distribution,   the  deficiency  will  be  met  from
Transamerica's  general  corporate  assets  which may include  amounts,  if any,
derived from the mortality and expense risk charge.

Living Benefits Rider Fee

         If the owner  elected the Living  Benefits  Rider when the contract was
purchased,  a fee will be deducted at the end of each  contract  month while the
rider  continues  in  force.  The fee  each  month  will be 1/12 of 0.05% of the
account value at that time.  The fee is deducted from each variable  sub-account
on pro  rata  based  on the  value  in each  variable  sub-account  through  the
cancellation of variable  accumulation units. If there is insufficient  variable
accumulated  value,  the fee will be  deducted  pro rata from the  values in the
general  account  options (any  interest  adjustment  will apply.)  Transamerica
reserves  the right to waive the  interest  adjustment  for  deduction  from the
guarantee period account for this rider fee.

Premium Tax Charges

         Currently   there  is  no  charge  for   premium   taxes   except  upon
annuitization.   However,  Transamerica  may  be  required  to  pay  premium  or
retaliatory  taxes currently  ranging from 0% to 5%.  Transamerica  reserves the
right to deduct a charge for these  premium  taxes from premium  payments,  from
amounts  withdrawn,  or from amounts applied on the annuity date. In some states
and jurisdictions, charges for both direct premium taxes and retaliatory premium
taxes may be imposed  at the same or  different  times with  respect to the same
purchase payment, depending upon applicable law.

Transfer Fee

         Transamerica currently imposes a fee for each transfer in excess of the
first 18 in a single contract year. Transamerica will deduct the charge from the
amount   transferred.   This  fee  is  $10  and  will  be  used  to  help  cover
Transamerica's costs of processing transfers. Transamerica reserves the right to
waive this fee or to not count  transfers  under certain options and services as
part of the number of allowed annual transfers without charge.



Option and Service Fees

         Transamerica   reserves  the  right  to  impose   reasonable  fees  for
administrative expenses associated with processing certain options and services.
These fees  would be  deducted  from each use of the option or service  during a
contract year.

Taxes
         No charges are currently made for taxes. However, Transamerica reserves
the right to deduct charges in the future for federal, state, and local taxes or
the  economic  burden  resulting  from  the  application  of any tax  laws  that
Transamerica determines to be attributable to the contracts.

Portfolio Expenses

         The value of the assets in the variable  account  reflects the value of
portfolio  shares and therefore the fees and expenses paid by each portfolio.  A
complete description of the fees,  expenses,  and deductions from the portfolios
are found in the portfolios' prospectuses. (See "The Portfolios" page 20.)

Interest Adjustment

         For a  description  of the  interest  adjustment  applicable  to  early
withdrawals and transfers from the guaranteed  period account,  see "The General
Account  Options  --  the  Guarantee  Period  Account"  in  Appendix  A of  this
prospectus.

Sales in Special Situations

         Transamerica  may sell the  contracts  in special  situations  that are
expected to involve  reduced  expenses for  Transamerica.  These  instances  may
include: 1) sales in certain group arrangements, such as employee savings plans;
2) sales to current  or former  officers,  directors  and  employees  (and their
families) of Transamerica and its affiliates;  3) sales to officers,  directors,
and employees (and their  families) of the portfolios'  investment  advisers and
their  affiliates;  and 4) sales to  officers,  directors,  employees  and sales
agents (registered  representatives)  (and their families) of broker-dealers and
other financial  institutions  that have sales  agreements with  Transamerica to
sell the contracts.  In these situations,  1) the contingent deferred sales load
may  be  reduced  or  waived,  2) the  mortality  and  expense  risk  charge  or
administration  charges may be reduced or waived;  and/or 3) certain amounts may
be credited to the contract  account  value (for  examples,  amounts  related to
commissions or sales  compensation  otherwise  payable to a broker-dealer may be
credited to the contract  account value.  These reductions in fees or charges or
credits to account  value will not  unfairly  discriminate  against any contract
owner.  These  reductions  in fees or charges or credits to account value may be
taxable  and  treated as purchase  payments  for  purposes of income tax and any
possible premium tax charge.

SETTLEMENT OPTION  PAYMENTS

Annuity Date

         The  annuity  date is the  date  that  the  annuitization  phase of the
contract begins.  On the annuity date, we will apply the annuity amount (defined
below) to provide  payments under the settlement  option  selected by the owner.
The annuity  date is selected by the owner and may be changed  from time to time
by the owner by giving notice,  in a form and manner acceptable to Transamerica,
to the Service  Center,  provided  that notice of each change is received by the
Service Center at least thirty (30) days prior to the then-current annuity date.
The annuity date cannot be earlier than the first  contract  anniversary  except
for certain qualified contracts. The latest annuity date which may be elected is
the later of (a) the first day of the calendar month  immediately  preceding the
month of the annuitant's or joint  annuitants'  85th birthday,  or (b) the first
day  of  the  month  coinciding  with  or  next  following  the  tenth  contract
anniversary  (but in no event later than the  annuitants'  or joint  annuitants'
90th   birthday).   The  latest  allowed   annuity  date  may  vary  in  certain
jurisdictions.

         The annuity date must be the first day of a calendar  month.  The first
settlement  option  payment  will be on the first  day of the month  immediately
following the annuity date. Certain qualified contracts may have restrictions as
to the annuity date and the types of settlement options available.  See "Federal
Tax Matters," page 44.

Settlement Option Payments

         The annuity amount is the account value, less any interest  adjustment,
less any  applicable  contingent  deferred  sales load,  and less any applicable
premium tax charges.  Any  contingent  deferred sales load will be waived if the
settlement option payments involve life  contingencies and begin on or after the
first contract anniversary.

         If the  amount  of the  monthly  payment  from  the  settlement  option
selected by the owner would  result in a monthly  settlement  option  payment of
less than  $150,  or if the  annuity  amount is less than  $5,000,  Transamerica
reserves  the right to offer a less  frequent  mode of  payment  or pay the cash
surrender value in a cash payment.  Monthly  settlement option payments from the
variable  payment option will further be subject to a minimum monthly payment of
$75 from each variable sub-account from which such payments are made.

         The owner may choose from the settlement  options  below.  Transamerica
may consent to other plans of payment  before the annuity date.  For  settlement
options  involving  life  contingencies,  the  actual  age  and/or  sex  of  the
annuitant,  or a joint  annuitant  will  affect  the  amount  of  each  payment.
Sex-distinct rates generally are not allowed under certain qualified  contracts.
Transamerica reserves the right to ask for satisfactory proof of the annuitant's
(or joint  annuitant's)  age.  Transamerica may delay settlement option payments
until  satisfactory  proof is received.  Since payments to older  annuitants are
expected  to be fewer in number,  the amount of each  annuity  payment  shall be
greater for older annuitants than for younger annuitants.

         The owner may choose from the two payment options  described below. The
annuity date and settlement  options available for qualified  contracts may also
be controlled by endorsements, the plan or applicable law.

Election of Settlement Option Forms and Payment Options

         Before the annuity date,  and while the annuitant is living,  the owner
may, by written  request,  change the settlement  option or payment option.  The
request for change must be received by the Service Center at least 30 days prior
to the annuity date.

         In the event that a  settlement  option form and payment  option is not
selected  at least 30 days  before  the  annuity  date,  Transamerica  will make
settlement  option  payments in accordance with the 120 month period certain and
life settlement option and the applicable provisions of the contract.

Payment Options

         Owners may elect a fixed or a variable  payment  option,  or a 
combination  of both (in 25%  increments of
the annuity amount).

         Unless specified otherwise,  the annuity amount in the variable account
will be used to provide a variable  payment option and the amount in the general
account options will be used to provide a fixed payment  option.  In this event,
the initial  allocation of variable annuity units for the variable  sub-accounts
will be in proportion to the account value in the variable  sub-accounts  on the
annuity date.

Fixed Payment Option

         A fixed payment option provides for payments which will remain constant
pursuant  to the terms of the  settlement  option  elected.  If a fixed  payment
option is  selected,  the  portion of the annuity  amount  used to provide  that
payment  option  will  be   transferred   to  the  general   account  assets  of
Transamerica,  and the  amount  of  payments  will be  established  by the fixed
settlement  option  selected  and the age and  sex (if  sex-distinct  rates  are
allowed by law) of the annuitant(s) and will not reflect  investment  experience
after the annuity date. The fixed payment amounts are determined by applying the
fixed  settlement  option purchase rate specified in the contract to the portion
of the annuity amount applied to the payment option. Payments may vary after the
death of an annuitant under some options;  the amounts of variances are fixed on
the annuity date.

Variable Payment Option

         A variable  payment  option  provides for payments  that vary in dollar
amount,   based  on  the  investment   performance  of  the  selected   variable
sub-account(s).  The  variable  settlement  option  purchase  rate tables in the
contract  reflect an assumed  annual  interest  rate of 4%, so if the actual net
investment performance of the variable  sub-account(s) is less than 4%, then the
dollar amount of the actual payments will decrease. If the actual net investment
performance  of the variable  sub-account(s)  is higher than 4%, then the dollar
amount of the actual payments will increase.  If the net investment  performance
exactly equals the 4% rate,  then the dollar amount of the actual  payments will
remain constant. Transamerica may offer other assumed annual interest rates.

         Variable payments will be based on the variable  sub-accounts  selected
by the owner, and on the allocations among the variable sub-accounts.

         For further details as to the determination of variable  payments,  see
the Statement of Additional Information.

Settlement Option Forms

         The owner may  choose  any of the  settlement  option  forms  described
below.  Subject  to  approval  by  Transamerica,  the owner may select any other
settlement option forms then being offered by Transamerica.

         (1)  Life  Annuity.  Payments  start  on the  first  day  of the  month
immediately following the annuity date, if the annuitant is living. Payments end
with the  payment  due just  before  the  annuitant's  death.  There is no death
benefit. It is possible that no payment will be made if the annuitant dies after
the annuity date but before the first  payment is due;  only one payment will be
made if the annuitant dies before the second payment is due, and so forth.

         (2) Life and Contingent Annuity. Payments start on the first day of the
month  immediately  following  the annuity  date,  if the  annuitant  is living.
Payments will continue for as long as the annuitant  lives.  After the annuitant
dies,  payments  will be made to the  contingent  annuitant,  for as long as the
contingent  annuitant lives. The continued payments can be in the same amount as
the original payments,  or in an amount equal to one-half or two-thirds thereof.
Payments  will end with the payment due just before the death of the  contingent
annuitant. There is no death benefit after both die. If the contingent annuitant
does not  survive  the  annuitant,  payments  will end with the payment due just
before the death of the  annuitant.  It is possible that no payments or very few
payments will be made, if the  annuitant  and  contingent  annuitant die shortly
after the annuity date.


         The  written  request  for this  form  must:  (a)  name the  contingent
annuitant;  and (b)  state  the  percentage  of  payments  to be made  after the
annuitant  dies.  Once payments  start under this  settlement  option form,  the
person named as contingent  annuitant for purposes of being the measuring  life,
may not be changed. Transamerica will require proof of age for the annuitant and
for the contingent annuitant before payments start.

         (3) Life  Annuity  With  Period  Certain.  Payments  start  on the
 first  day of  the  month  immediately
following  the  annuity  date,  if the  annuitant  is living.  Payments  will 
be made for the  longer  of:  (a) the
annuitant's life; or (b) the period certain.  The period certain may be 120 or
180 or 240 months.

         If the annuitant  dies after all payments have been made for the period
certain,  payments  will cease with the payment due just before the  annuitant's
death. No benefit will then be payable to the beneficiary.

         If the annuitant dies during the period certain, the rest of the period
certain  payments  will be made to the  beneficiary,  unless the owner  provides
otherwise.

         The written  request for this form must:  (a) state  the length of the
 period  certain;  and  (b) name the
beneficiary.

         (4) Joint and Survivor  Annuity.  Payments will be made starting on the
first day of the month  immediately  following  the annuity  date, if and for as
long as the  annuitant and joint  annuitant  are living.  After the annuitant or
joint annuitant dies,  payments will continue for so long as the survivor lives.
Payments  end with the payment due just  before the death of the  survivor.  The
continued payments can be in the same amount as the original payments,  or in an
amount equal to one-half or two-thirds  thereof. It is possible that no payments
or very few  payments  will be made under this form if the  annuitant  and joint
annuitant both die shortly after the annuity date.

         The written  request for this form must: (a) name the joint  annuitant;
and (b) state the  percentage  of  continued  payments to be made upon the first
death.  Once payments start under this settlement  option form, the person named
as joint  annuitant,  for the purpose of being the  measuring  life,  may not be
changed.  Transamerica  will  need  proof  of age for the  annuitant  and  joint
annuitant before payments start.

         (5) Other Forms of Payment.  Benefits  can be provided  under any other
settlement  option not  described  in this  section  subject  to  Transamerica's
agreement and any applicable  state or federal law or  regulation.  Requests for
any other  settlement  option must be made in writing to the  Service  Center at
least 30 days before the annuity date.

         After the annuity  date,  (a) no changes can be made in the  settlement
option and payment option;  (b) no additional  purchase payment will be accepted
under the contract; and (c) no further withdrawals will be allowed.

         The  owner of a  non-qualified  contract  may,  at any time  after  the
contract date by written notice to us at our Service Center, change the payee of
benefits  being  provided  under the contract.  The effective  date of change in
payee will be the latter of: (a) the date we receive  the  written  request  for
such change;  or (b) the date  specified by the owner.  The owner of a qualified
contract may not change payees, except as permitted by the plan,  arrangement or
federal law.

FEDERAL TAX MATTERS

Introduction

         The  following  discussion  is a general  description  of  federal  tax
considerations  relating to the contract and is not intended as tax advice. This
discussion is not intended to address the tax consequences resulting from all of
the  situations  in  which  a  person  may  be  entitled  to or  may  receive  a
distribution   under  the  contract.   Any  person  concerned  about  these  tax
implications  should  consult a competent  tax  adviser  before  initiating  any
transaction.  This discussion is based upon Transamerica's  understanding of the
present  federal  income  tax  laws as they  are  currently  interpreted  by the
Internal Revenue Service ("IRS"). No representation is made as to the likelihood
of the  continuation  of the present  federal  income tax laws or of the current
interpretation  by the IRS.  Moreover,  no attempt has been made to consider any
applicable state or other tax laws.

         The  contract  may  be   purchased   on  a  non-tax   qualified   basis
("non-qualified  contract") or purchased  and used in  connection  with plans or
arrangements  qualifying  for  special  tax  treatment  ("qualified  contract").
Qualified   contracts  are  designed  for  use  in  connection   with  plans  or
arrangements  entitled  to special  income tax  treatment  under  Sections  401,
403(b), 408 and 408A of the Code. The ultimate effect of federal income taxes on
the amounts held under a contract,  on settlement  option  payments,  and on the
economic benefit to the owner,  the annuitant,  or the beneficiary may depend on
the type of retirement  plan or arrangement for which the contract is purchased,
on  the  tax  and  employment  status  of  the  individual  concerned,   and  on
Transamerica's tax status. In addition,  certain  requirements must be satisfied
in purchasing a qualified contract with proceeds from a tax qualified retirement
plan or arrangement  and receiving  distributions  from a qualified  contract in
order to continue receiving  favorable tax treatment.  Therefore,  purchasers of
qualified  contracts  should seek competent  legal and tax advice  regarding the
suitability of the contract for their  situation,  the applicable  requirements,
and the tax treatment of the rights and benefits of the contract.  The following
discussion is based on the assumption that the contract  qualifies as an annuity
for federal income tax purposes and that all purchase payments made to qualified
contracts  are in  compliance  with  all  requirements  under  the  Code and the
specific retirement plan or arrangement.

Purchase Payments

         At the  time the  initial  purchase  payment  is  paid,  a  prospective
purchaser must specify whether he or she is purchasing a non-qualified  contract
or a qualified  contract.  If the initial  purchase  payment is derived  from an
exchange,  transfer,  conversion  or  surrender  of  another  annuity  contract,
Transamerica may require that the prospective purchaser provide information with
regard to the  federal  income  tax  status of the  previous  annuity  contract.
Transamerica  will  require  that persons  purchase  separate  contracts if they
desire to invest monies qualifying for different annuity tax treatment under the
Code.  Each such separate  contract would require the minimum  initial  purchase
payment previously described. Additional purchase payments under a contract must
qualify  for the same  federal  income tax  treatment  as the  initial  purchase
payment under the contract;  Transamerica will not accept an additional purchase
payment  under a contract if the federal  income tax  treatment of such purchase
payment would be different from that of the initial purchase payment.

Taxation of Annuities

         In General

         Section  72 of the Code  governs  taxation  of  annuities  in  general.
Transamerica  believes  that an owner who is a natural  person  generally is not
taxed on  increases  in the value of a  contract  until  distribution  occurs by
withdrawing  all or part of the account value (e.g.,  withdrawals  or settlement
option  payments).  For this purpose,  the assignment,  pledge,  or agreement to
assign  or  pledge  any  portion  of the  account  value  (and in the  case of a
qualified  contract,  any portion of an interest in the plan)  generally will be
treated as a  distribution.  The taxable portion of a distribution is taxable as
ordinary income.

         The owner of any contract who is not a natural  person  generally  must
include  in income any  increase  in the  excess of the  account  value over the
"investment in the contract"  (discussed  below) during the taxable year.  There
are some  exceptions to this rule and a prospective  owner that is not a natural
person should discuss these with a competent tax adviser.

         The following  discussion  generally  applies to a contract  owned by a
natural person.

         Withdrawals

         With respect to non-qualified contracts, partial withdrawals (including
withdrawals  under the systematic  withdrawal  option) are generally  treated as
taxable  income to the extent  that the  account  value  immediately  before the
withdrawal   exceeds  the  "investment  in  the  contract"  at  that  time.  The
"investment  in the  contract"  generally  equals the  amount of  non-deductible
purchase payments made.

         In  the  case  of a  withdrawal  from  qualified  contracts  (including
withdrawals  under the  systematic  withdrawal  option or the  automatic  payout
option), a ratable portion of the amount received is taxable, generally based on
the ratio of the "investment in the contract" to the individual's  total accrued
benefit  under  the  retirement  plan or  arrangement.  The  "investment  in the
contract"  generally equals the amount of non-deductible  purchase payments made
by or on  behalf  of  any  individual.  For  certain  qualified  contracts,  the
"investment  in the  contract"  can be zero.  Special  tax rules  applicable  to
certain  distributions  from  qualified  contracts  are discussed  below,  under
"Qualified Contracts."

         If a partial withdrawal from the guarantee period account is subject to
an interest adjustment, the account value immediately before the withdrawal will
not be altered to take into account the interest  adjustment.  As a result,  for
purposes of determining the taxable portion of a partial withdrawal, the account
value will be treated as including the amount deducted from the guarantee period
account due to the interest adjustment.

         Full  surrenders  are treated as taxable  income to the extent that the
amount received exceeds the "investment in the contract."

         Settlement  Option Payments

         Although the tax  consequences  may vary  depending  on the  settlement
option elected under the contract,  in general a ratable portion of each payment
that represents the amount by which the account value exceeds the "investment in
the  contract"  will be taxed  based  on the  ratio  of the  "investment  in the
contract" to the total benefit  payable;  after the "investment in the contract"
is recovered,  the full amount of any additional  settlement  option payments is
taxable.

         For variable payments,  the taxable portion is generally  determined by
an equation 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. However, the entire
distribution  will be taxable once the recipient has recovered the dollar amount
of his or her "investment in the contract."

         For fixed  payments,  in general there is no tax on the portion of each
payment which  represents  the same ratio that the  "investment in the contract"
bears to the  total  expected  value of the  payments  for the term  selected  ;
however,  the remainder of each settlement  option payment is taxable.  Once the
"investment  in the contract" has been fully  recovered,  the full amount of any
additional  settlement option payments is taxable. If settlement option payments
cease  as a  result  of  an  annuitant's  death  before  full  recovery  of  the
"investment  in  the  contract,"  consult  a  competent  tax  adviser  regarding
deductibility of the unrecovered amount.

         Withholding

         The Code  requires  Transamerica  to withhold  federal  income tax from
withdrawals.  However,  except for certain qualified contracts, an owner will be
entitled to elect, in writing,  not to have tax withholding  apply.  Withholding
applies to the portion of the  distribution  which is  includible  in income and
subject to federal income tax. The federal income tax  withholding  rate is 10%,
or 20% in the case of certain  qualified  plans,  of the  taxable  amount of the
distribution. Withholding applies only if the taxable amount of the distribution
is at least $200. Some states also require withholding for state income taxes.

         The withholding  rate varies  according to the type of distribution and
the Owner's tax status.  "Eligible rollover  distributions"  from Section 401(a)
plans and  Section  403(b) tax  sheltered  annuities  are  subject to  mandatory
federal  income  tax  withholding  at the  rate of  20%.  An  eligible  rollover
distribution is the taxable portion of any distribution from such a plan, except
for certain  distributions  or  settlement  option  payments made in a specified
form.  The 20%  mandatory  withholding  does not  apply,  however,  if the Owner
chooses a "direct rollover" from the plan to another tax-qualified plan or to an
IRA.

         The federal income tax withholding rate for a distribution  that is not
an  "eligible  rollover  distribution"  is  10%  of the  taxable  amount  of the
distribution.

         Penalty Tax

         There may be imposed a federal  income tax penalty  equal to 10% of the
amount treated as taxable income. In general,  however,  there is no penalty tax
on  distributions:  (1) made on or after the date on which the owner attains age
59 1/2;  (2)  made as a  result  of death or  disability  of the  owner;  or (3)
received in substantially  equal periodic  payments as a life annuity or a joint
and survivor annuity for the life(ves) or life  expectancy(ies) of the owner and
a  "designated  beneficiary."  Other  exceptions to the tax penalty may apply to
certain distributions from a qualified contract.

         Taxation of Death Benefit Proceeds

         Amounts may be distributed from the contract because of the death of an
owner.  Generally  such amounts are includible 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 as described  above,  or (2) if distributed  under a settlement
option,  they are taxed in the same manner as  settlement  option  payments,  as
described  above.  For these  purposes,  the  investment  in the contract is not
affected by the owner's death.  That is, the investment in the contract  remains
the  amount of any  purchase  payments  paid which are not  excluded  from gross
income.

         Transfers, Assignments, or Exchanges of the Contract

         For non-qualified contracts, a transfer of ownership of a contract, the
designation of an annuitant,  payee,  or other  beneficiary  who is not also the
owner,  or the exchange of a contract may result in certain tax  consequences to
the  owner  that  are not  discussed  herein.  An owner  contemplating  any such
designation,  transfer,  assignment,  or exchange should contact a competent tax
adviser  with  respect  to the  potential  tax  effects  of such a  transaction.
Qualified  contracts may not be assigned or transferred,  except as permitted by
the Code or the Employee Retirement Income Security Act of 1974 (ERISA).


         Multiple Contracts

         All deferred  non-qualified  contracts that are issued by  Transamerica
(or its  affiliates)  to the same owner during any calendar  year are treated as
one contract for purposes of determining  the amount  includible in gross income
under  Section  72(e) of the Code.  In  addition,  the Treasury  Department  has
specific  authority to issue  regulations  that prevent the avoidance of Section
72(e) through the serial  purchase of contracts or otherwise.  Congress has also
indicated  that  the  Treasury  Department  may  have  authority  to  treat  the
combination  purchase of an immediate  annuity  contract  and separate  deferred
annuity  contracts as a single annuity  contract under its general  authority to
prescribe rules as may be necessary to enforce the income tax laws.

Qualified Contracts

         In General

         The  qualified  contracts  are designed  for use with several  types of
retirement plans and arrangements.  The tax rules applicable to participants and
beneficiaries in retirement plans or arrangements  vary according to the type of
plan and the terms and  conditions  of the plan.  Special tax  treatment  may be
available  for certain types of  contributions  and  distributions.  Adverse tax
consequences  may  result  from  contributions  in excess of  specified  limits;
distributions   prior  to  age  59  1/21   (subject   to  certain   exceptions);
distributions  that  do  not  conform  to  specified  commencement  and  minimum
distribution rules; and in other specified circumstances.

         We make no attempt to provide more than general  information  about use
of the  contracts  with  the  various  types of  retirement  plans.  Owners  and
participants  under retirement  plans, as well as annuitants and  beneficiaries,
are  cautioned  that the rights of any person to any  benefits  under  qualified
contracts may be subject to the terms and  conditions  of the plans  themselves,
regardless  of  the  terms  and  conditions  of  the  contract   (including  any
endorsements)  issued in connection with such a plan. Some retirement  plans are
subject to distribution and other  requirements that are not incorporated in the
administration  of the contracts.  Owners are responsible  for determining  that
contributions  and other  transactions  with  respect to the  contracts  satisfy
applicable law.  Purchasers of contracts for use with any retirement plan should
consult their legal counsel and tax adviser  regarding  the  suitability  of the
contract.

         For qualified plans under Section 401(a),  403(a) and 403(b),  the Code
requires that  distributions  generally must commence no later than the later of
April 1 of the calendar year  following the calendar year in which the owner (or
plan participant) (i) reaches age 70 1/2 or (ii) retires,  and must be made in a
specified  form or manner.  If the plan  participant  is a "5 percent owner" (as
defined in the Code),  distributions  generally must begin no later than April 1
of the calendar  year  following  the calendar  year in which the owner (or plan
participant)  reach age 70 1/2. For IRAs and SEP/IRAs  described in Section 408,
distributions  generally must commence no later than the later of April 1 of the
calendar  year  following  the  calendar  year  in  which  the  owner  (or  plan
participant)  reaches age 70 1/2.  Roth IRAs under  Section  408A do not require
distributions at any time prior to the owner's death.

         Qualified Pension and Profit Sharing Plans

         Section 401(a) of the Code permits employers to establish various types
of retirement plans for employees. Such retirement plans may permit the purchase
of the contract in order to provide retirement savings under the plans.  Adverse
tax  consequences  to the plan, to the participant or to both may result if this
contract is  assigned or  transferred  to any  individual  as a means to provide
benefits payments.  Purchasers of a contract for use with such plans should seek
competent  advice  regarding the  suitability of the proposed plan documents and
the contract to their specific needs.

    Individual Retirement Annuities, Simplified Employee Plans and Roth IRAs

         The sale of a  contract  for use with any IRA may be subject to special
disclosure  requirements  of  the  Internal  Revenue  Service.  Purchasers  of a
contract  for use with  IRAs  will be  provided  with  supplemental  information
required by the  Internal  Revenue  Service or other  appropriate  agency.  Such
purchasers  will have the right to revoke  their  purchase  within 7 days of the
earlier of the  establishment  of the IRA or their purchase.  Purchasers  should
seek competent advice as to the suitability of the contract for use with IRAs.

         The contract is designed for use with IRA  rollovers  and  contributory
IRA's. A contributory IRA is a contract to which initial and subsequent purchase
payments are subject to limitations imposed by the Code. Section 408 of the Code
permits eligible  individuals to contribute to an individual  retirement program
known as an Individual Retirement Annuity or Individual Retirement Account (each
hereinafter  referred to as an "IRA").  Also,  distributions  from certain other
types of qualified  plans may be "rolled over" on a  tax-deferred  basis into an
IRA.

         Earnings in an IRA are not taxed until distribution.  IRA contributions
are  limited  each  year  to the  lesser  of  $2,000  or  100%  of  the  Owner's
compensation  (including earned income as defined in Code Section 401(c)(2)) and
may be deductible  in whole or in part  depending on the  individual's  adjusted
gross  income  and  whether  or not  the  individual  in  considered  an  active
participant in a qualified  plan. The limit on the amount  contributed to an IRA
does not apply to distributions from certain other types of qualified plans that
are "rolled over" on a tax-deferred basis into an IRA. Amounts in the IRA (other
than  nondeductible  contributions)  are taxed  when  distributed  from the IRA.
Distributions  prior to age 59 1/2 (unless certain exceptions apply) are subject
to a 10% penalty tax.

         Eligible  employers  that meet  specified  criteria  under Code Section
408(k) could establish  simplified  employee  pension plans (SEP/IRAs) for their
employees using IRAs. Employer  contributions that may be made to such plans are
larger than the amounts  that may be  contributed  to regular  IRAs,  and may be
deductible  to the employer.  SEP/IRAs are subject to certain Code  requirements
regarding participation and amounts of contributions.

         The contract may also be used for Roth IRA conversions and contributory
Roth IRAs. A contributory Roth IRA is a contract to which initial and subsequent
purchase payments are subject to limitations  imposed by the Code.  Section 408A
of  the  Code  permits  eligible  individuals  to  contribute  to an  individual
retirement  program known as a Roth IRA on a non-deductible  basis. In addition,
distributions from a non-Roth IRA may be converted to a Roth IRA. A non-Roth IRA
is an individual  retirement  account or annuity  described in section 408(a) or
408(b), other than a Roth IRA. You should consult a tax adviser before combining
any converted amounts with any other Roth IRA contributions, including any other
conversion amounts from other tax years. Distributions from a Roth IRA generally
are not taxed, except that, once aggregate distributions exceed contributions to
the Roth IRA, income tax and a 10% penalty tax may apply to  distributions  made
(1) before age 59 1/2  (subject  to certain  exceptions)  or (2) during the five
taxable years starting with the year in which the first  contribution is made to
the Roth IRA.  Purchasers  should seek competent advice as to the suitability of
the contract for use with Roth IRAs.

         Tax Sheltered Annuities

         Under Code Section  403(b),  payments made by public school systems and
certain  tax  exempt  organizations  to  purchase  annuity  contracts  for their
employees  are  excludable  from the gross  income of the  employee,  subject to
certain limitations.  However,  these payments may be subject to Social Security
and Medicare (FICA) taxes.

         Code Section  403(b)(11)  restricts the distribution under Code Section
403(b) annuity contracts of: (1) elective  contributions made in years beginning
after December 31, 1988; (2) earnings on those  contributions;  and (3) earnings
in such years on amounts held as of the last year  beginning  before  January 1,
1989.  Distribution  of those amounts may only occur upon death of the employee,
attainment  of age 59 1/2,  separation  from service,  disability,  or financial
hardship. In addition,  income attributable to elective contributions may not be
distributed in the case of hardship.

         Pre-1989  contributions  and earnings through December 31, 1989 are not
subject to the restrictions  described above.  However,  funds  transferred to a
qualified contract from a Section 403(b)(7) custodial account will be subject to
the restrictions.

         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.  A qualified
contract  will be amended as  necessary  to conform to the  requirements  of the
Code.

Taxation of Transamerica

         Transamerica  is  taxed as a life  insurance  company  under  Part I of
Subchapter L of the Code.  Since the variable  account is not an entity separate
from Transamerica,  and its operations form a part of Transamerica,  it will not
be taxed  separately as a "regulated  investment  company" under Subchapter M of
the Code. Investment income and realized capital gains are automatically applied
to increase reserves under the contracts. Under existing federal income tax law,
Transamerica  believes that the variable account  investment income and realized
net capital gains will not be taxed to the extent that such income and gains are
applied to increase the reserves under the contracts.

         Accordingly,  Transamerica  does not anticipate  that it will incur any
federal  income  tax  liability   attributable  to  the  variable  account  and,
therefore,  Transamerica  does not intend to make provisions for any such taxes.
However, if changes in the federal tax laws or interpretations thereof result in
Transamerica  being  taxed on  income  or  gains  attributable  to the  variable
account,  then  Transamerica  may impose a charge  against the variable  account
(with respect to some or all contracts) in order to set aside  provisions to pay
such taxes.

Tax Status of the Contract

         Diversification Requirements

           Section   817(h)  of  the  Code   requires   that  with   respect  to
non-qualified  contracts,  the  investments  of the  portfolios  be  "adequately
diversified" in accordance with Treasury  regulations in order for the contracts
to qualify as annuity  contracts  under  federal tax law. The variable  account,
through the portfolios,  intends to comply with the diversification requirements
prescribed  by  the  Treasury  in  Reg.  Sec.  1.817-5,  which  affect  how  the
portfolios' assets may be invested.

         In certain  circumstances,  owners of variable annuity 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 contract owner's gross income.  The IRS has stated in published rulings
that a variable  contract owner will be considered the owner of separate account
assets if the contract owner  possesses  incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also  announced,  in connection  with the issuance of regulations
concerning  diversification,  that those  regulations  "do not provide  guidance
concerning the  circumstances in which investor control for the investments of a
segregated asset account may cause the investor (i.e.,  the owner),  rather than
the insurance company, to be treated as the owner of the assets in the account."
This  announcement  also  stated  that  guidance  would  be  issued  by  way  of
regulations  or rulings on the "extent to which  policyholders  may direct their
investments  to particular  Sub-Accounts  without being treated as owners of the
underlying assets."

         The  ownership  rights under the contract are similar to, but different
in certain  respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets.  For
example, the owner has additional flexibility in allocating premium payments and
account values.  These differences could result in an owner being treated as the
owner of a pro rata portion of the assets of the variable account.  In addition,
Transamerica  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.  Transamerica  therefore  reserves  the right to modify the  contract  as
necessary  to attempt to prevent an owner from being  considered  the owner of a
pro rata share of the assets of the variable account.

         Required Distributions

         In order to be treated as an annuity  contract  for federal  income tax
purposes,  section  72(s) of the Code  requires  any  non-qualified  contract to
provide that (a) if any owner dies on or after the annuity 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  being used as of the date of that owner's death; and (b)
if any owner dies prior to the annuity date, the entire interest in the contract
will be distributed within five years after the date of the owner's death. These
requirements  will be  considered  satisfied  as to any  portion of the  owner's
interest  which is payable to or for the benefit of a  "designated  beneficiary"
and which is distributed over the life of such "designated  beneficiary" or over
a period not extending beyond the life expectancy of that beneficiary,  provided
that such distributions  begin within one year of the owner's death. The owner's
"designated  beneficiary" refers to a natural person designated by such owner as
a beneficiary  and to whom ownership of the contract  passes by reason of death.
However, if the owner's "designated  beneficiary" is the surviving spouse of the
deceased owner,  the contract may be continued with the surviving  spouse as the
new owner.

         The non-qualified  contracts  contain  provisions which are intended to
comply  with  the  requirements  of  Section  72(s)  of the  Code,  although  no
regulations interpreting these requirements have yet been issued. All provisions
in the contract will be interpreted to maintain such tax  qualification.  We may
make changes in order to maintain this  qualification or to conform the contract
to any applicable changes in the tax qualification requirements. We will provide
you with a copy of any changes made to the contract.

Possible Changes in Taxation

Legislation has been proposed in 1998 that, if enacted,  would adversely  modify
the federal taxation of certain  insurance and annuity  contracts.  For example,
one proposal  would tax  transfers  among  investment  options and tax exchanges
involving variable contracts.  A second proposal would reduce the "investment in
the contract" under cash value life insurance and certain  annuity  contracts by
certain  amounts,  thereby  increasing  the  amount of income  for  purposes  of
computing gain. Although the likelihood of there being any changes is uncertain,
there is always the possibility that the tax treatment of the Contracts could be
changed by  legislation or other means.  Moreover,  it is also possible that any
change  could  be  retroactive  (that  is,  effective  prior  to the date of the
change).   You  should  consult  a  tax  adviser  with  respect  to  legislative
developments and their effect on the Contract.

Other Tax Consequences

         As noted above,  the  foregoing  discussion  of the federal  income tax
consequences  is not  exhaustive  and special rules are provided with respect to
other tax  situations  not discussed in this  prospectus.  Further,  the federal
income tax consequences discussed herein reflect Transamerica's understanding of
current law and the law may change. Federal estate and gift tax consequences and
state and local estate, inheritance,  and other tax consequences of ownership or
receipt  of   distributions   under  the  contract   depend  on  the  individual
circumstances  of each owner or recipient of the  distribution.  A competent tax
adviser should be consulted for further information.

PERFORMANCE DATA

         From time to time, Transamerica may advertise yields and average annual
total  returns for the  variable  sub-accounts.  In addition,  Transamerica  may
advertise the effective  yield of the money market variable  sub-account.  These
figures will be based on historical information and are not intended to indicate
future performance.

         The  yield of the  money  market  variable  sub-account  refers  to the
annualized income generated by an investment in that variable sub-account over a
specified  seven-day period. The yield is calculated by assuming that the income
generated for that seven-day  period is generated  each seven-day  period over a
52-week  period and is shown as a percentage  of the  investment.  The effective
yield is  calculated  similarly  but, when  annualized,  the income earned by an
investment  in that  variable  sub-account  is  assumed  to be  reinvested.  The
effective  yield  will  be  slightly  higher  than  the  yield  because  of  the
compounding effect of this assumed reinvestment.

         The  yield of a  variable  sub-account  (other  than the  money  market
variable sub-account) refers to the annualized income generated by an investment
in the variable  sub-account over a specified  thirty-day  period.  The yield is
calculated by assuming that the income  generated by the investment  during that
thirty-day period is generated each thirty-day period over a twelve-month period
and is shown as a percentage of the investment.

         The yield  calculations  do not  reflect  the effect of any  contingent
deferred  sales load or premium  taxes that may be  applicable  to a  particular
contract. To the extent that the contingent deferred sales load or premium taxes
are  applicable  to a particular  contract,  the yield of that  contract will be
reduced. For additional  information regarding yields and total returns,  please
refer to the Statement of Additional Information.

         The average  annual  total return of a variable  sub-account  refers to
return  quotations  assuming  an  investment  has  been  held  in  the  variable
sub-account for various periods of time including,  but not limited to, a period
measured from the date the variable  sub-account  commenced  operations.  When a
variable sub-account has been in operation for 1, 5, and 10 years, respectively,
the average annual total return for these periods will be provided.  The average
annual total return  quotations  will  represent the average  annual  compounded
rates of  return  that  would  equate  an  initial  investment  of $1,000 to the
redemption  value of that investment  (including the deduction of any applicable
contingent  deferred sales load but excluding deduction of any premium taxes) as
of the last day of each of the  periods for which total  return  quotations  are
provided.

         Performance  information for any variable sub-account reflects only the
performance of a hypothetical contract under which account value is allocated to
a variable sub-account during a particular time period on which the calculations
are  based.  Performance  information  should  be  considered  in  light  of the
investment  objectives  and policies and  characteristics  of the  portfolios in
which the variable  sub-account  invests,  and the market  conditions during the
given time period,  and should not be considered as a representation of what may
be achieved in the future.  For a  description  of the methods used to determine
yield and total returns, see the Statement of Additional Information.

         Reports and promotional  literature may also contain other  information
including (1) the ranking of any variable  sub-account  derived from rankings of
variable  annuity  separate  accounts or their  investment  products  tracked by
Lipper  Analytical  Services,  Inc.,  VARDS,  IBC/Donoghue's  Money Fund Report,
Financial Planning  Magazine,  Money Magazine,  Bank Rate Monitor,  Standard and
Poor's  Indices,  Dow  Jones  Industrial  Average,  and other  rating  services,
companies,  publications,  or other persons who rank separate  accounts or other
investment products on overall performance or other criteria, and (2) the effect
of tax deferred  compounding  on variable  sub-account  investment  returns,  or
returns in general,  which may be illustrated by graphs,  charts,  or otherwise,
and which may include a  comparison,  at various  points in time,  of the return
from an investment in a contract (or returns in general) on a tax-deferred basis
(assuming one or more tax rates) with the return on a currently  taxable  basis.
Other ranking services and indices may be used.

         In its advertisements  and sales literature,  Transamerica may discuss,
and may illustrate by graphs,  charts, or otherwise,  the implications of longer
life  expectancy  for retirement  planning,  the tax and other  consequences  of
long-term  investment in the contract,  the effects of the  contract's  lifetime
payout options,  and the operation of certain special investment features of the
contract -- such as the dollar cost averaging  option.  Transamerica may explain
and depict in  charts,  or other  graphics,  the  effects of certain  investment
strategies,  such as allocating  purchase  payments  between the general account
options and a variable  sub-account.  Transamerica  may also  discuss the Social
Security system and its projected  payout levels and retirement plans generally,
using graphs, charts and other illustrations.

         Transamerica  may from time to time also disclose  average annual total
return in non-standard formats and cumulative  (non-annualized) total return for
the variable  sub-accounts.  The  non-standard  average  annual total return and
cumulative  total return will assume that no contingent  deferred  sales load is
applicable.  Transamerica  may from time to time also disclose  yield,  standard
total  returns,   and  non-standard  total  returns  for  any  or  all  variable
sub-accounts.

         All  non-standard  performance  data  will  only  be  disclosed  if the
standard  performance  data  is  also  disclosed.   For  additional  information
regarding  the  calculation  of  other  performance  data,  please  refer to the
Statement of Additional Information.

         Transamerica  may also advertise  performance  figures for the variable
sub-accounts  based  on the  performance  of a  portfolio  prior to the time the
variable account commenced operations.

DISTRIBUTION OF THE CONTRACT

         Transamerica  Securities  Sales  Corporation  ("TSSC") is the principal
underwriter of the contracts under a Distribution  Agreement with  Transamerica.
TSSC may also serve as an underwriter and distributor of other contracts  issued
through the variable account and certain other separate accounts of Transamerica
and affiliates of Transamerica.  TSSC is an indirect wholly-owned  subsidiary of
Transamerica   Corporation.   TSSC  is  registered  with  the  Commission  as  a
broker/dealer and is a member of the National Association of Securities Dealers,
Inc. ("NASD"). Its principal offices are located at 1150 South Olive Street, Los
Angeles,   California   90015.   TSSC  may  enter  into  sales  agreements  with
broker/dealers  to solicit  applications  for the contracts  through  registered
representatives  who are  licensed to sell  securities  and  variable  insurance
products.

         Under the Sales Agreements,  TSSC will pay broker-dealers  compensation
based on a percentage of each purchase  payment.  The percentage may be up to 4%
and  in  certain  situations   additional  amounts  for  marketing   allowances,
production  bonuses,  service fees,  sales awards and meetings,  and asset based
trailer commissions may be paid.

PREPARING FOR YEAR 2000

As a result of  computer  systems  that may  recognize a date of 12/31/00 as the
year 1900 rather than the year 2000,  disruptions  of  business  activities  may
occur with the year 2000. In response,  Transamerica established in 1997 a "Y2K"
committee to address this issue.  With regard to the systems and software  which
administer and affect the contracts,  Transamerica  has determined  that its own
internal  systems  will  be  Year  2000  compliant.  Additionally,  Transamerica
requires  any third party  vendor  which  supplies  software  or  administrative
services to Transamerica in connection with the administration of the contracts,
to  certify  that the  software  or  services  will be Year 2000  compliant.  In
determining the variable accumulation unit values for each variable sub-account,
Transamerica  is reliant upon  information  received from the  portfolios and is
confirming  that  Year  2000  issues  will  not  interfere  with  this  flow  of
information.  As of the  date of this  prospectus,  it is not  anticipated  that
contract owners will experience negative affects on their investment,  or on the
services  received in connection with their contracts,  as a result of Year 2000
issues.  However,  especially  when taking into account  interaction  with other
systems,  it is  difficult  to  predict  with  precision  that  there will be no
disruption of service in connection with the year 2000.

LEGAL PROCEEDINGS

         There is no pending  material legal  proceeding  affecting the variable
account.  Transamerica is involved in various kinds of routine litigation which,
in  management's  judgment,  are not of material  importance  to  Transamerica's
assets or to the variable account.

LEGAL MATTERS

         Advice   regarding   certain  legal  matters   concerning  the  federal
securities  laws  applicable  to the  issue  and sale of the  contract  has been
provided by Sutherland,  Asbill & Brennan LLP. The organization of Transamerica,
its authority to issue the contract and the validity of the form of the contract
have been passed upon by James W.  Dederer,  General  Counsel and  Secretary  of
Transamerica.

ACCOUNTANTS

         The consolidated  financial  statements of Transamerica for each of the
three years in the period ended December 31, 1997,  have been audited by Ernst &
Young LLP, Independent  Auditors, as set forth in their reports appearing in the
Statement of  Additional  Information,  and are  included in reliance  upon such
reports  given upon the  authority  of such firm as experts  in  accounting  and
auditing.  There are no audited  financial  statements for the variable  account
since it had not commenced operations as of the date of this prospectus.

VOTING RIGHTS

         To the extent required by applicable law, all portfolio  shares held in
the  variable  account  will be voted by  Transamerica  at regular  and  special
shareholder meetings of the respective portfolio in accordance with instructions
received from persons  having  voting  interests in the  corresponding  variable
sub-account.  If, however,  the 1940 Act or any regulation  thereunder should be
amended,  or  if  the  present  interpretation  thereof  should  change,  or  if
Transamerica  determines that it is allowed to vote all portfolio  shares in its
own right, Transamerica may elect to do so.

         The person with the voting  interest is the owner.  The number of votes
which are available to an owner will be calculated  separately for each variable
sub-account. Before the annuity date, that number will be determined by applying
his or her percentage interest,  if any, in a particular variable sub-account to
the total number of votes attributable to that variable  sub-account.  The owner
holds a voting interest in each variable  sub-account to which the account value
is  allocated.  After  the  annuity  date,  the  number  of votes  decreases  as
settlement  option  payments  are  made  and as the  reserves  for the  contract
decrease.

         The number of votes of a portfolio  will be  determined  as of the date
coincident  with  the  date   established  by  that  portfolio  for  determining
shareholders  eligible  to  vote  at  the  meeting  of  the  portfolios.  Voting
instructions will be solicited by written communication prior to such meeting in
accordance with procedures established by the respective portfolios.

         Shares as to which no timely  instructions are received and shares held
by Transamerica as to which owners have no beneficial  interest will be voted in
proportion  to the voting  instructions  which are received  with respect to all
contracts  participating  in the variable  sub-account.  Voting  instructions to
abstain on any item to be voted upon will be applied on a pro rata basis.

         Each  person  or  entity  having  a  voting   interest  in  a  variable
sub-account will receive proxy material,  reports and other material relating to
the appropriate portfolio.

         It should be noted that generally the portfolios are not required,  and
do not intend, to hold annual or other regular meetings of shareholders.

AVAILABLE INFORMATION

         Transamerica  has filed a  registration  statement  (the  "Registration
Statement")  with the  Securities  and  Exchange  Commission  under the 1933 Act
relating to the contract  offered by this  prospectus.  This prospectus has been
filed as a part of the  Registration  Statement  and does not contain all of the
information set forth in the Registration  Statement and exhibits  thereto,  and
reference is hereby made to such Registration Statement and exhibits for further
information  relating to Transamerica and the contract.  Statements contained in
this prospectus,  as to the content of the contract and other legal instruments,
are summaries. For a complete statement of the terms thereof,  reference is made
to the  instruments  filed  as  exhibits  to  the  Registration  Statement.  The
Registration  Statement and the exhibits  thereto may be inspected and copied at
the office of the  Commission,  located at 450 Fifth Street,  N.W.,  Washington,
D.C.



<PAGE>


STATEMENT OF ADDITIONAL INFORMATION

         A Statement of Additional  Information is available which contains more
details concerning the subjects  discussed in this prospectus.  The following is
the Table of Contents for that Statement:

TABLE OF CONTENTS                                                     Page
THE CONTRACT .......................................................    3
NET INVESTMENT FACTOR ..............................................    3
VARIABLE PAYMENT OPTIONS............................................    3
Variable Annuity Units and Payments.................................    3
Variable Annuity Unit Value.........................................    3
Transfers After the Annuity Date....................................    4
GENERAL PROVISIONS..................................................    4
         IRS Required Distributions.................................    4
         Non-Participating..........................................    4
         Misstatement of Age or Sex.................................    4
         Proof of Existence and Age.................................    4
         Annuity Data...............................................    4
         Assignment.................................................    5
         Annual Report..............................................    5
         Incontestability...........................................    5
         Entire Contract............................................    5
         Changes in the Contract....................................    5
         Protection of Benefits.....................................    5
         Delay of Payments..........................................    5
         Notices and Directions.....................................    6
CALCULATION OF YIELDS AND TOTAL RETURNS ............................    6
         Money Market Sub-Account Yield Calculation.................    6
         Other Sub-Account Yield Calculations.......................    6
         Standard Total Return Calculations.........................    7
         Adjusted Historical Portfolio Performance Data.............    8
         Other Performance Data.....................................    8
HISTORIC PERFORMANCE DATA...........................................    8
         General Limitations........................................    8
         Adjusted Historical Performance Data.......................     8
DISTRIBUTION OF THE CONTRACT........................................     18
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS..............................     18
STATE REGULATION....................................................     18
RECORDS AND REPORTS.................................................     18
FINANCIAL STATEMENTS................................................     18
APPENDIX............................................................     20


<PAGE>


Appendix A

THE GENERAL ACCOUNT OPTIONS

         This prospectus is generally intended to serve as a disclosure document
only for the contract and the variable  account.  For complete details regarding
the general account options, see the contract itself.

         The account value allocated to the general account options becomes part
of the general  account of  Transamerica,  which supports  insurance and annuity
obligations.  Because of exemptive and exclusionary provisions, interests in the
general account have not been  registered  under the Securities Act of 1933 (the
"1933 Act"),  nor is the general  account  registered as an  investment  company
under the 1940 Act.  Accordingly,  neither the general account nor any interests
therein are generally subject to the provisions of the 1933 Act or the 1940 Act,
and  Transamerica has been advised that the staff of the Securities and Exchange
Commission has not reviewed the disclosures in this  prospectus  which relate to
the general account options.

         The  general  account  options  are  part  of the  general  account  of
Transamerica.  The general account of  Transamerica  consists of all the general
assets of  Transamerica,  other than those in the  variable  account,  or in any
other separate account. Transamerica has sole discretion to invest the assets of
its general account subject to applicable law.

         The allocation or transfer of funds to the general account options does
not entitle the owner to share in the  investment  experience of  Transamerica's
general account.

         There are two general account options:  the fixed account and the
 guarantee  period account,  as described
below.
                                                 THE FIXED ACCOUNT

         Currently,  Transamerica  guarantees  that it will credit interest at a
rate of not less than 3% per year,  compounded annually, to amounts allocated to
the fixed account under the contracts.  However, Transamerica reserves the right
to change the minimum rate according to state  insurance law.  Transamerica  may
credit interest at a rate in excess of 3% per year. There is no specific formula
for the determination of excess interest  credits.  Some of the factors that the
company may consider in determining whether to credit excess interest to amounts
allocated  to the fixed  account  and the  amount in that  account  are  general
economic  trends,  rates of return  currently  available and  anticipated on the
company's investments, regulatory and tax requirements, and competitive factors.

         Any  interest  credited to amounts  allocated  to the fixed  account in
excess of 3% per year will be determined in the sole discretion of Transamerica.
The  owner  assumes  the  risk  that  interest  credited  to the  fixed  account
allocations may not exceed the minimum guarantee of 3% for any given year.

         Rates of interest  credited to the fixed account will be guaranteed for
at least twelve months and will vary by the timing and class of the  allocation,
transfer or renewal.  At any time after the end of the twelve month period for a
particular  allocation,  Transamerica may change the annual rate of interest for
that class;  this new annual rate of interest will remain in effect for at least
twelve months. New purchase payments made to the contract which are allocated to
the fixed  account  may  receive  different  rates of  interest.  These rates of
interest may differ from those interest  rates  credited to amounts  transferred
from the  variable  sub-accounts  or  guarantee  period  account  and from those
credited to amounts  remaining in the fixed account and receiving renewal rates.
These rates of interest may also differ from rates for allocations applied under
certain options and services Transamerica may be offering.

Transfers

         Each  contract year the owner may transfer a percentage of the value of
the fixed account to variable  sub-accounts or to the guarantee  period account.
The maximum  percentage  that may be  transferred  will be declared  annually by
Transamerica.  This  percentage  will be determined by  Transamerica at its sole
discretion,  but will not be less than 10% of the value of the fixed  account on
the preceding  contract  anniversary and will be declared each year.  Currently,
this  percentage is 25%. The owner is limited to four  transfers  from the fixed
account each contract year,  and the total of all such  transfers  cannot exceed
the current  maximum.  If  Transamerica  permits  dollar cost averaging from the
fixed  account to the  variable  sub-accounts,  the above  restrictions  are not
applicable.

         Generally,  transfers may not be made from any variable  sub-account to
the fixed account for the six-month period following any transfer from the fixed
account to one or more of the variable sub-accounts. Additionally, transfers may
not be  made  from  the  fixed  account  to:  1) any  guarantee  period;  2) the
Transamerica  VIF Money  Market  Sub-Account;  and 3) any  variable  sub-account
identified  by  Transamerica  and  investing  in a  portfolio  of  fixed  income
investments.  Transamerica  reserves  the right to  modify  the  limitations  on
transfers to and from the fixed  account and to defer  transfers  from the fixed
account for up to six months from the date of request.

                                            THE GUARANTEE PERIOD ACCOUNT

         The  guarantee  period  account  provides a  guaranteed  fixed rates of
interest compounded  annually for specific guarantee periods.  Amounts allocated
to the guarantee  period  account will be credited with interest of no less than
3% per year.  Amounts  withdrawn from a guarantee period prior to the end of its
guarantee period will be subject to an interest adjustment, as explained below.

         Each guarantee period offers a specified  duration with a corresponding
guaranteed  interest rate.  Currently  Transamerica is offering three,  five and
seven year guarantee periods but these may change at any time.

         The owner  bears the risk that,  after the  initial  guarantee  period,
Transamerica  will not  credit  interest  in  excess  of 3% per year to  amounts
allocated to the guarantee period account.

         Each amount  allocated or transferred  to the guarantee  period account
will establish a new guarantee  period of a duration  selected by the owner from
among those then being offered by  Transamerica.  Every guarantee period offered
by  Transamerica  will have a duration of at least one year.  The minimum amount
that may be allocated or transferred to a guarantee  period is $1,000.  Purchase
payments  allocated  to a  guarantee  period  will be  credited  on the date the
payment is received at the Service Center.  Any amount  transferred from another
guarantee  period or from a variable  sub-account  to a  guarantee  period  will
establish a new guarantee period as of the effective date of the transfer.

Guarantee Period

         Each guarantee  period will have its own  guaranteed  interest rate and
expiration  date. The guaranteed  interest rate applicable to a guarantee period
will depend on the date the guarantee period is established, the duration chosen
by the owner and the class of that guarantee  period . A guarantee period chosen
may not extend beyond the annuity date.

         Transamerica  reserves  the  right  to  limit  the  maximum  number  of
guarantee periods that may be in effect at any one time.

         Transamerica will establish effective annual rates of interest for each
guarantee  period.  The  effective  annual  rate  of  interest   established  by
Transamerica  for a guarantee  period will remain in effect for the  duration of
the guarantee period.
         Interest  will be  credited to a  guarantee  period  based on its daily
balance at a daily rate which is  equivalent  to the  guaranteed  interest  rate
applicable to that guarantee period for amounts held during the entire guarantee
period.  Amounts  withdrawn or transferred  from a guarantee period prior to its
expiration date will be subject to an Interest Adjustment as described below. In
no event will the  effective  annual rate of interest  applicable to a guarantee
period be less than 3% per year.

Interest Adjustment

         If any amount is withdrawn or transferred from a guarantee period prior
to its  expiration  date  (excluding  withdrawals  for the purpose of paying the
death  benefit),  the amounts  withdrawn  or  transferred  will be subject to an
interest  adjustment.  The interest adjustment reflects the impact that changing
interest rates have on the value of money invested at a fixed interest rate. The
interest   adjustment  is  computed  by  multiplying  the  amount  withdrawn  or
transferred by the following factor:

                                     [(1 + I) divided by (1 + J + 0.005)]N/12 -1
         where:

         I        is the guaranteed interest rate in effect;

         J        is the current  interest rate  available for a period equal to
                  the number of years  remaining in the guarantee  period at the
                  time of withdrawal or transfer  (fractional  years are rounded
                  up to the next full year); and

         N        is the number of full months remaining in the term at the time
                  the withdrawal or transfer request is processed.

         In general the interest  adjustment  will operate to decrease the value
upon withdrawal or transfer when the guaranteed interest rate in effect for that
allocation  is  lower  than  the  current  interest  rate (as of the date of the
transaction) that would apply for a guarantee period equal to the number of full
years  remaining  in the  guarantee  period as of that date.  (For  purposes  of
determining the interest  adjustment,  if the company does not offer a guarantee
period of that duration, the applicable current interest rate will be determined
by linear interpolation  between current interest rates for two periods that are
available). If the current interest rate thus determined plus 1/2 of one percent
is greater than the guaranteed  interest rate, the interest  adjustment  will be
negative and amount  withdrawn or transferred  will be decreased.  However,  the
value will never be decreased  below the initial  allocation plus daily interest
at 3% interest per year. There are no positive interest adjustments.

Expiration of a guarantee period

         At least 45 days,  but not more than 60 days,  prior to the  expiration
date of a guarantee period, Transamerica will notify the owner as to the options
available  when a  guarantee  period  expires.  The  owner  may elect one of the
following:

         (a)      transfer  the amount  held in that  guarantee  period to a new
                  guarantee   period   from  among   those   being   offered  by
                  Transamerica at such time.

         (b)      transfer the amount held in that  guaranteed  period to one or
                  more  variable  sub-accounts  or to  another  general  account
                  option then available.

         Transamerica  must receive the owner's notice  electing one of these at
the Service  Center by the  expiration  date of the  guarantee  period.  If such
election has not been received by Transamerica at the Service Center, the amount
held in that guarantee period will remain in the guaranteed period account and a
new guarantee period of the same duration as the expiring  guarantee  period, if
offered, will automatically be established by Transamerica with a new guaranteed
interest  rate  declared by  Transamerica  for that  guarantee  period.  The new
guarantee  period will start on the day  following  the  expiration  date of the
previous guarantee period.

         If Transamerica is not currently  offering  guarantee period having the
same duration as the expiring guarantee period, the new guarantee period will be
the next longer duration,  or if Transamerica is not offering a guarantee period
longer than the  duration of the  expiring  guarantee  period,  the next shorter
duration. However, no guarantee period can extend beyond the annuity date.

         If the amount held in an expiring guarantee period is less than $1,000,
Transamerica  reserves  the right to transfer  such  amount to the money  market
variable sub-account.


<PAGE>


Appendix B

Example of Variable Accumulation Unit Value Calculations

         Suppose the net asset value per share of a portfolio  at the end of the
current  valuation  period is $20.15;  at the end of the  immediately  preceding
valuation  period  it was  $20.10;  the  valuation  period  is one  day;  and no
dividends or distributions  caused the portfolio to go "ex-dividend"  during the
current valuation period. $20.15 divided by $20.10 is 1.002488.  Subtracting the
one day risk factor for mortality and expense risk charge and the administrative
expense  charge of .00367% (the daily  equivalent of the current charge of 1.35%
on an annual basis) gives a net  investment  factor of 1.00245.  If the value of
the variable  accumulation unit for the immediately  preceding  valuation period
had been 15.500000, the value for the current valuation period would be 15.53798
(15.5 x 1.00245).

Example of Variable Annuity Unit Value Calculations

         Suppose the  circumstances of the first example exist, and the value of
a variable annuity unit for the immediately  preceding valuation period had been
13.500000.  If the first  variable  annuity  payment is  determined  by using an
annuity  payment based on an assumed  interest rate of 4% per year, the value of
the  variable  annuity unit for the current  valuation  period would be 13.53163
(13.5 x 1.00245 (the net investment factor) x 0.999893). 0.999893 is the factor,
for a one day  valuation  period,  that  neutralizes  the  assumed  rate of four
percent (4%) per year used to establish the variable  annuity rates found in the
contract.

Example of Variable Annuity Payment Calculations

         Suppose  that the  account  is  currently  credited  with  3,200.000000
variable accumulation units of a particular variable sub-account.

         Also suppose that the variable accumulation unit value and the variable
annuity unit value for the  particular  variable  sub-account  for the valuation
period which ends immediately  preceding the first day of the month is 15.500000
and 13.500000  respectively,  and that the variable annuity rate for the age and
elected is $5.73 per $1,000. Then the first variable annuity payment would be:

         3,200 x 15.5 x 5.73 divided by 1,000 = $284.21,
         and the number of variable annuity units credited for future payments 
would be:
         284.21 divided by 13.5 = 21.052444.

         For the second monthly payment,  suppose that the variable annuity unit
value on the 10th day of the second month is 13.565712. Then the second variable
annuity payment would be $285.59 (21.052444 x 13.565712).


<PAGE>


Appendix C

                 Transamerica Life Insurance and Annuity Company

                                               DISCLOSURE STATEMENT
                                        for Individual Retirement Annuities

         The  following  information  is being  provided to you,  the Owner,  in
accordance  with the  requirements of the Internal  Revenue Service (IRS).  This
Disclosure  Statement  contains  information  about opening and  maintaining  an
Individual  Retirement  Annuity ("IRA") and summarizes some of the financial and
tax  consequences of  establishing  an IRA. Part I of this Disclosure  Statement
discusses  Traditional IRAs, while Part II addresses Roth IRAs.  Because the tax
consequences of the two categories of IRAs differ significantly, it is important
that you review the correct  part of this  Disclosure  Statement  to learn about
your particular IRA. This Disclosures  Statement is intended to be read together
with,  and be a part of,  the  prospectus  and the terms used here will have the
same meaning as in the prospectus, unless otherwise stated.

         We have filed the  Transamerica  Life  Insurance and Annuity  Company's
Individual  Retirement Annuity  ("Transamerica  Life IRA") Contract with the IRS
for  approval.  Please note that IRS  approval  applies  only to the form of the
contract  and does not  represent  a  determination  of the  merits  of such IRA
contract.

         It may be necessary for us to amend your Transamerica Life IRA Contract
in order  for us to obtain or  maintain  IRS  approval.  In  addition,  laws and
regulations  adopted in the future may require changes to your contract in order
to preserve its status as an IRA. We will send you a copy of any such amendment.

         No contribution will be accepted under a SIMPLE plan established by any
employer pursuant to Internal Revenue Code Section 408(p). No funds attributable
to  contributions  made by an employer  to your SIMPLE IRA under the  employer's
SIMPLE  plan may be  transferred  or rolled over to your  Transamerica  Life IRA
prior to the  expiration  of the two (2) year period  beginning  on the date you
first participated in the employer's SIMPLE plan. In addition,  depending on the
annuity contract you purchased,  contributory  IRAs may or may not be available.
Please refer to your prospectus.

         This Disclosure  Statement  includes the  non-technical  explanation of
some of the changes  made by the Tax Reform Act of 1986  applicable  to IRAs and
more  recent  changes  made by the Small  Business  Job  Protection  Act of 1996
(SBA-96),  the  Health  Insurance  Portability  and  Accountability  Act of 1996
(HIPAA)  and the Tax  Relief  Act of 1997  (TRA-97).  The  information  provided
applies to  contributions  made and  distributions  received  after December 31,
1986,  and reflects the relevant  provisions of the Code as in effect on January
1, 1998. This Disclosure Statement is not intended to constitute tax advice, and
you  should  consult a tax  professional  if you have  questions  about your own
circumstances.

         Definitions

Contributions - Purchase Payments or Premiums as applicable to your Contract.

Contract - Certificate or contract as applicable.

Compensation - For purposes of  determining  allowable  contributions,  the term
"Compensation"   includes  all   earned-income,   including  net  earnings  from
self-employment  and  alimony or  separate  maintenance  payments  received  and
includable in your gross income,  but does not include deferred  compensation or
any amount received as a pension or annuity.


<PAGE>


         Revocation of Your IRA or Roth IRA

         You have the  right to  revoke  your IRA or Roth IRA  during  the seven
calendar day period following its  establishment.  The establishment of your IRA
or Roth IRA will be the contract  effective date for your  contract.  This seven
day calendar  period may or may not  coincide  with the free look period of your
contract. In order to revoke your IRA or Roth IRA, you must notify us in writing
and you must mail your  revocation  to us postage  prepaid,  at: P.O. Box 31848,
Charlotte, NC 28231-1848. The date of the postmark (or the date of certification
or registration if sent by certified or registered mail) will be considered your
revocation date. If you revoke your IRA or Roth IRA during the seven day period,
an amount equal to your purchase payment (without any adjustments for items such
as  administrative  expenses,  fees,  or  fluctuation  in market  value) will be
returned to you.

         The rules that apply to a  Traditional  Individual  Retirement  Annuity
(which is referred to in this  Disclosure  Statement  simply as an "IRA" or as a
"Traditional  IRA")  generally  also  apply to IRAs  under  Simplified  Employee
Pension plans (SEP/IRAs), unless specific rules for SEP/IRAs are stated.

IRA PART I:  TRADITIONAL IRAs

         1.  Contributions

         (a) Regular  IRA.  You may make  contributions  to a regular IRA in any
amount up to the combined tax  deductible  and non-tax  deductible  contribution
limit  described  in  Part  I  Section  2 of  this  Disclosure  Statement.  Such
contributions  are also subject to the minimum  amount under the contract.  Such
contributions  shall be in cash.  Your  contribution  to a regular IRA for a tax
year must be made by the due date (not  including  extensions)  for your federal
tax return for that tax year.

         (b) Spousal IRA. If you and your spouse file a joint federal income tax
return  for  the  taxable  year  and if  your  spouse's  compensation,  if  any,
includable in gross income for the year is less than the compensation includable
in your gross income for the year,  you and your spouse may each  establish your
own individual IRA and may make  contributions  to those IRAs in accordance with
the rules and limits for tax  deductible  and non-tax  deductible  contributions
contained in Section 219(c) of the Code, which are summarized in Part I, Section
2 of this  Disclosure  Statement.  Such  contributions  shall be in  cash.  Your
contribution  to a Spousal  IRA for a tax year must be made by the due date (not
including extensions) for your federal income tax return for that tax year.

         (c)  Rollover  IRA.  Rollover  contributions  are  unlimited  in dollar
amount. These consist of eligible distributions received by you from another IRA
or  tax-qualified  retirement  plan. If you elect to make a direct rollover from
another IRA, your  distribution  will be directly  deposited  into your rollover
IRA.  However,  you may only  rollover the amounts from one IRA into another IRA
once in any 365-day period. A direct rollover  distribution is not taxable until
you  withdraw  the amounts  from your  rollover  IRA,  and no income tax will be
withheld from the direct rollover distribution. If a distribution is paid to you
and you want to roll over all or part of the distributed amount to this IRA, the
rollover must be accomplished  within 60 days of the date you receive the amount
to be rolled over. Generally,  any distribution from a tax-qualified  retirement
plan, such as a pension plan,  401(k) plan, profit sharing or Keogh plan, can be
rolled over unless it is a "minimum required distribution" (see below). A direct
transfer  from  a  tax-qualified  retirement  plan  to an IRA  is  considered  a
rollover. However, distributions of "after-tax" plan contributions (i.e. amounts
which  are  not  subject  to  federal  income  tax  when   distributed   from  a
tax-qualified retirement plan) cannot be rolled over to an IRA. In addition, you
may not roll  over any  payment  that is a  minimum  required  distribution  (as
discussed in Part I, Section 4(a)), or that is part of a series of payments that
are to be made to you from a tax-qualified  retirement plan or IRA that is to be
paid to your over your  life,  life  expectancy,  or for a period of at least 10
years.


         Strict  limitations  apply to rollovers,  and you should seek competent
tax advice in order to comply with all the rules governing rollovers.

         (d) Transfers.  You may make an initial or subsequent  contribution  to
your Transamerica IRA hereunder by directing a Trustee of an existing individual
retirement account or IRA to transfer an amount in cash to this IRA.

         (e)  Simplified   Employee  Pension  Plan  (SEP/IRA).   If  an  IRA  is
established  that  meets  the  requirements  of a  SEP/IRA,  your  employer  may
contribute  an  amount  not to  exceed  the  lesser  of 15% of  your  includable
compensation  ($160,000 for 1998, adjusted for inflation thereafter) or $30,000.
The amount of such  contribution  is not  includable in your income as wages for
federal income tax purposes. Within that overall limit you may elect to defer up
to $10,000 of your compensation in 1998 (as adjusted for inflation in accordance
with the Code) if your employer's  SEP/IRA plan permits and if the  compensation
deferral  feature  was in effect  prior to January  1, 1997.  The amount of such
elective deferral is excludable from your income as wages for federal income tax
purposes.

         Your  employer is not  required to make a SEP/IRA  contribution  in any
year nor make the same percentage  contribution each year. But, if contributions
are made,  they must be made to the SEP/IRA for all eligible  employees and must
not discriminate in favor of highly compensated employees.  If the rules are not
met, any SEP/IRA contributions by the employer will be treated as taxable to the
employees  and could  result in adverse tax  consequences  to the  participating
employee. For further details, see your employer.

         (f) Responsibility of the Owner. Contributions, rollovers, or transfers
to this IRA must be made in  accordance  with the  appropriate  sections  of the
Code. It is your full and sole responsibility to determine the tax deductibility
of any contribution, and to make such contributions in accordance with the Code.
Transamerica  does not provide tax advice,  and assumes no liability for the tax
consequences of any contribution to this IRA.

         2.   Deductibility of Contributions

         (a)  Eligibility.  If  neither  you,  nor  your  spouse,  is an  active
participant  (see (b) below) and you file a joint  income tax  return,  for each
taxable year you and your spouse may  contribute  up to $4,000  together (but no
more than $2,000 to each IRA) if your combined compensation is at least equal to
that  amount.  In this case you and your  spouse  may take a  deduction  for the
entire amount contributed. If you are an active participant but have an adjusted
gross  income  (AGI)  below a  certain  level  (see (c)  below),  you may make a
deductible contribution as under current law. If, however, you or your spouse is
an active  participant and your combined AGI is above the specified  level,  the
amount of the deductible  contribution  you may make to an IRA is phased out and
eventually  eliminated.  Beginning in 1998, if you are not an active participant
(even  though  your  spouse  is),  you  may  take a full  $2,000  deduction  for
contributions  to an IRA.  This  deduction  is subject to phase out at joint AGI
levels  between  $150,000 and $160,000,  and is eliminated  for AGI levels above
$160,000.

         (b) Active Participant.  You are an "active  participant" for a year if
you  participate  in a retirement  plan.  For example,  if you  participate in a
pension plan,  profit  sharing plan, a 401 plan,  certain  government  plans,  a
tax-sheltered  arrangement  under Code Section 403, or a SEP/IRA  plan,  you are
considered  to be an  active  participant.  Your  Form W-2 for the  year  should
indicate your participation status.

         (c) Adjusted Gross Income (AGI). If you are an active participant,  you
must look at your AGI for the year (or if you and your  spouse  file a joint tax
return,  you  use  your  combined  AGI) to  determine  whether  you  can  make a
deductible IRA contribution for that taxable year. The instructions for your tax
return will show you how to calculate  your AGI for this purpose.  If you are at
or below a certain AGI level,  called the Threshold Level, you are treated as if
you were not an active participant and can make a deductible  contribution under
the same rules as a person who is not an active participant.

         Your  Threshold  Level depends upon whether you are a married  taxpayer
filing a joint tax return, an unmarried taxpayer, or a married taxpayer filing a
separate  tax  return.  If you are a married  taxpayer  but file a separate  tax
return,  the Threshold Level is $0. If you are a married taxpayer filing a joint
tax return,  or an unmarried  taxpayer,  your  Threshold  Level depends upon the
taxable year, and can be determined using the appropriate table below:
<TABLE>
<CAPTION>

Married Filing Jointly                                        Unmarried
Taxable       Applicable                                      Taxable           Applicable
Year          Dollar Limitation                               Year              Dollar Limitation
<S><C>            <C>                                         <C>                  <C>    
1997...........$40,000                                     1997................ $25,000
1998...........$50,000                                     1998................ $30,000
1999...........$51,000                                     1999................ $31,000
2000...........$52,000                                     2000................ $32,000
2001...........$53,000                                     2001.................$33,000
2002...........$54,000                                     2002.................$34,000
2003...........$60,000                                     2003.................$40,000
2004...........$65,000                                     2004.................$45,000
2005...........$70,000                                     2005 and
2006...........$75,000                                     thereafter...........$50,000
2007 and
thereafter.....$80,000
</TABLE>

         If your AGI is less than $10,000 above your  Threshold  Level  ($20,000
for married  taxpayers filing jointly for the taxable year beginning on or after
January 1, 2007) you will still be able to make a deductible  contribution,  but
it will be  limited  in  amount.  The  amount  by which  your AGI  exceeds  your
Threshold  Level is called your Excess AGI. The Maximum  Allowable  Deduction is
$2,000 (and an additional $2,000 for a Spousal IRA).
You can calculate your Deduction Limit as follows:

         10,000 - Excess AGI  x  Maximum Allowable Deduction = Deduction Limit
         -------------------
                  10,000

         For  taxable  years  beginning  on or after  January 1,  2007,  married
taxpayers  filing jointly should  substitute  20,000 for 10,000 in the numerator
and denominator of the above equation.

         If you are  married,  but you and your spouse  lived  apart  during the
entire taxable year and file separate income tax returns,  the  deductibility of
your IRA contribution is calculated as if you were not married.

         You must  round up the result to the next  highest  $10 level (the next
highest number which ends in zero).  For example,  if the result is $1,525,  you
must round it up to $1,530.  If the final  result is below $200 but above  zero,
your Deduction  Limit is $200.  Your Deduction  Limit cannot in any event exceed
100% of your earned income.

         (d)  Restrictions.No  deduction is allowed for (i) contributions  other
than in cash; (ii) contributions  (other than those by an employer to a SEP/IRA)
made during the calendar year in which you attain age 70 1/2 or  thereafter;  or
(iii) for any  amount  you  contribute  which was a  distribution  from  another
retirement  plan  ("rollover"   contribution).   However,   the  limitations  in
paragraphs (a) and (c) of this section do not apply to rollover contributions.

              3.  Nondeductible Contributions to IRAs

         Even if you are above the  Threshold  Level and,  thus,  may not make a
deductible  contribution of $2,000 (and an additional $2,000 for a Spousal IRA),
you may still  contribute up to the lesser of 100% of  compensation or $2,000 to
an IRA  (and an  additional  $2,000  for a  Spousal  IRA).  The  amount  of your
contribution which is not deductible will be a nondeductible contribution to the
IRA. You may also choose to make a nondeductible  contribution even if you could
have deducted  part or all of the  contribution.  Interest or other  earnings on
your IRA contribution,  whether from deductible or nondeductible  contributions,
will not be taxed until taken out of your IRA and distributed to you.

         If you make a nondeductible  contribution to an IRA you must report the
amount of the nondeductible contribution to the IRS as a part of your tax return
for the year.

         4.   Distributions

         (a) Required  Minimum  Distributions.  Distribution of your IRA must be
made or begin no later than April 1 of the calendar year  following the calendar
year in which you attain age 70 1/2 (the required  beginning date). You may take
required  minimum  distributions  from  any IRA you  maintain  as long  as:  (i)
distributions begin when required; (ii) periodic payments are made at least once
a year;  and (iii) the  amount to be  distributed  is not less than the  minimum
required under current federal law. If you own more than one IRA, you can choose
whether to take your minimum  distribution from one IRA or a combination of your
IRAs.  A  distribution  may be made at once in a lump sum,  or it may be made in
installments.  Installment payments must be made in equal or substantially equal
amounts over: (i) your life or the joint lives of you and your  beneficiary;  or
(ii) a period not exceeding your life expectancy (as redetermined annually under
IRS tables in the income tax  regulations),  or the joint life expectancy of you
and your  beneficiary (as  redetermined  annually,  if that  beneficiary is your
spouse).  Also,  special rules may apply if the age  difference  between you and
your designated beneficiary (other than your spouse) is greater than ten year.

         If settlement  option payments start prior to the April 1 following the
year you  turn  age 70 1/2,  then the  annuity  date of such  settlement  option
payments  will be treated as the  required  beginning  date for  purposes of the
death benefit provisions below.

         If you die before the entire  interest  in your IRA is  distributed  to
you, but after your required beginning date, the entire interest in the IRA must
be  distributed  to your  beneficiary  at least as rapidly as your IRA was being
distributed prior to your death. If you die before your required  beginning date
and if you have no  designated  beneficiary,  distribution  must be completed by
December 31 of the calendar year that is five years after your death. If you die
before your required  beginning  date and if you have a designated  beneficiary,
distributions to your designated beneficiary must be made in substantially equal
installments  over the life of life  expectancy of the  designated  beneficiary,
beginning by December 31 of the calendar year that is one year after your death.

         If the  beneficiary is your surviving  spouse,  and you die before your
required   beginning   date  your   surviving   spouse   will   become  the  new
owner/annuitant  and can  continue  this IRA on the same  basis as  before  your
death.  If your surviving  spouse does not wish to continue this contract as his
or her IRA,  he or she may elect to  receive  the death  benefit  in the form of
settlement  option  payments.  Such  payments must be in equal amounts over your
spouse's life or a period not extending beyond his or her life  expectancy.  The
surviving  spouse must elect this option and begin  receiving  payments no later
than the earliest of the following  dates: (i) December 31 of the year following
the year you died;  or (ii)  December  31 of the year in which  you  would  have
reached  the  required  beginning  date if you had not died.  Either  you or, if
applicable,  your  beneficiary,  is  responsible  for assuring that the required
minimum  distribution is taken in a timely manner and that the correct amount is
distributed.

         (b)   Taxation   of   IRA   Distributions.Because   nondeductible   IRA
contributions  are made using income which has already been taxed (that is, they
are  not  deductible  contributions),  the  portion  of  the  IRA  distributions
consisting of nondeductible  contributions will not be taxed again when received
by you. If you make any nondeductible IRA contributions,  each distribution from
your  IRAs  will  consist  of a  nontaxable  portion  (return  of  nondeductible
contributions)  and a taxable  portion (return of deductible  contributions,  if
any, and earnings).

         Thus, if you receive a  distribution  from your IRA and you  previously
made  deductible  and  nondeductible  contributions,  you  may  not  take an IRA
distribution  which is  entirely  tax-free.  The  following  formula  is used to
determine the nontaxable portion of your distributions for a taxable year.
<TABLE>
<CAPTION>
<S> <C>                                           <C>                          <C>
    Remaining Nondeductible contributions           Total distributions         Nontaxable distributions
    Year-end total IRA balances               X     (for the year)        =     (for the year)
</TABLE>

         To figure the year-end  total IRA  balance,  you must treat all of your
IRAs as a single IRA. This  includes all regular IRAs, as well as SEP/IRAs,  and
Rollover IRAs. You also add back the distributions taken during the year. Please
refer  to  IRS  Publication  590,  Individual   Retirement   Arrangements,   for
instructions,  including  worksheets that can assist you in these  calculations.
Transamerica will report all distributions to the IRS as fully taxable income to
you.

         Even if you  withdrew  all of the money in your IRA in a lump sum,  you
will not be entitled to use any form of income  averaging  to reduce the federal
income  tax on your  distribution.  Also,  no portion  of your  distribution  is
taxable as a capital gain.

         (c)  Withholding.  Unless  you  elect  not to have  withholding  apply,
federal income tax will be withheld from your IRA distributions.  If you receive
distributions under a settlement option, tax will be withheld in the same manner
as taxes  withheld  on wages,  calculated  as if you are married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be  withheld  in the amount of 10% of the  distribution.  If  payments  are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to  Transamerica  that you are not a U.S.  citizen
residing abroad or a "tax avoidance  expatriate" as defined in Code Section 877.
Such  certification may result in mandatory  withholding of federal income taxes
at a different rate.

         5.   Penalties

         (a) Excess  Contributions.  If at the end of any taxable  year your IRA
contributions  (other than rollovers or transfers)  exceed the maximum allowable
(deductible  and   nondeductible)   contributions  for  that  year,  the  excess
contribution  amount will be subject to a nondeductible 6% excise (penalty) tax.
However,  if you  withdraw  the excess  contribution,  plus any  earnings on it,
before  the due date for  filing  your  federal  income  tax return for the year
(including  extensions)  for the  taxable  year in which  you  made  the  excess
contribution, the excess contribution will not be subject to the 6% penalty tax.
The amount of the excess contribution  withdrawn will not be considered an early
distribution,  but the earnings  withdrawn will be taxable income to you and may
be  subject  to an  additional  10% tax on early  distributions.  Alternatively,
excess  contributions  for one year may be  withdrawn  in a later year or may be
carried  forward as IRA  contributions  in the following year to the extent that
the  excess,  when  aggregated  with  your  IRA  contribution  (if  any) for the
subsequent  year,  does  not  exceed  the  maximum  allowable   (deductible  and
nondeductible) amount for that year. The 6% excise tax will be imposed on excess
contributions  in each year they are  neither  returned  to you,  or  applied as
contributions in subsequent years.

         Excess  contributions that were withdrawn will not be taxable income to
you if you did not take a deduction for the excess amount.

         (b) Early  Distributions.  Since the purpose of an IRA is to accumulate
funds for retirement,  your receipt or use of any portion of your IRA before you
attain age 59 1/2 constitutes an early distribution subject to a 10% penalty tax
unless the  distribution  occurs as a result of your death or  disability  or is
part of a series of substantially  equal payments made over your life expectancy
or the joint life  expectancies of you and your  beneficiary (as determined from
IRS tables in the income tax regulations).  Also, the 10% penalty will not apply
if distributions  are used to pay for medical expenses in excess of 7.5% of your
AGI or if distributions  are used to pay for health insurance  premiums for you,
your spouse and/or your  dependents if you are an unemployed  individual  who is
receiving unemployment compensation under federal or state programs for at least
12 consecutive weeks. Effective for distributions made in 1998 or later, the 10%
penalty  tax also  will  not  apply  to an  early  distribution  made to pay for
first-time  homebuyer  expenses of you or certain family members,  or for higher
education  expenses  for you or certain  family  members.  First-time  homebuyer
expenses  must be paid  within  120  days of the  distribution  from the IRA and
include up to $10,000 of the costs of acquiring, constructing, or reconstructing
a principal residence, including settlement, financing and closing costs. Higher
education  expenses  include  tuition,  fees,  books,  supplies,  and  equipment
required  for  enrollment,  attendance,  and room and board at a  post-secondary
educational  institution.  The amount of an early  distribution  (excluding  any
nondeductible  contribution included therein) is includable in your gross income
and may be subject to the 10% penalty tax unless you  transfer it to another IRA
as a qualifying rollover contribution.

         (c) Required Minimum Distributions (RMD). If the RMD rules described in
Part I,  Section  4 (a) of this  Disclosure  Statement  apply  to you and if the
amount  distributed  during a  calendar  year is less  than the  minimum  amount
required to be distributed, you will be subject to a penalty tax equal to 50% of
the  difference  between the amount  required to be  distributed  and the amount
actually distributed.

         (d) Prohibited  Transactions.  If you or the beneficiary  engage in any
prohibited  transaction  (such as any sale,  exchange or leasing of any property
between you and the IRA, or any interference with the independent  status of the
IRA),  the IRA  will  lose its tax  exemption  and be  treated  as  having  been
distributed  to you. The value of the entire IRA  (excluding  any  nondeductible
contributions included therein) will be includable in your gross income; and, if
at the time of the prohibited transaction you are under age 59 1/2, you may also
be subject to the 10%  penalty  tax on early  distributions.  If you pledge your
IRA, or your benefits  under the contract,  as security for a loan,  the portion
pledged as security  will cease to be  tax-qualified,  the value of that portion
will be treated as distributed to you, and you will have to include the value of
the  portion  pledged as  security  in your  income  that year for  federal  tax
purposes. You may also be subject to early withdrawal penalties, as described in
Part I, Section 5.b.

         (e) Overstatement or Understatement of Nondeductible Contributions.  If
you overstate your  nondeductible  IRA  contributions on your federal income tax
return  (without  reasonable  cause) you may be subject to a penalty.  A penalty
also  applies  for  failure  to file  any  form  required  by the IRS to  report
nondeductible  contributions.  These  penalties are in addition to any generally
applicable  tax,  interest,  and  penalties  for  which you may be liable if you
understate  income upon  receiving  a  distribution  from your IRA.  See Part I,
Section 4(b) of this Disclosure Statement. IRA PART II: ROTH IRAs

         1.  Contributions

         (a) Regular Roth IRA. You may make  contributions to a regular Roth IRA
in any amount up to the  contribution  limits described in Part II, Section 3 of
this Disclosure  Statement.  Such  contributions are also subject to the minimum
amount under the Contract. Such contribution shall be in cash. Your contribution
for a tax year must be made by the due date (not including  extensions) for your
federal income tax return for that tax year.  Unlike  traditional  IRAs, you may
continue making contributions after you reach 70 1/2.

         (b)  Spousal  Roth IRA.  If you and your  spouse  file a joint  federal
income tax return for the taxable  year and if your  spouse's  compensation,  if
any,  includable  in gross  income  for the year is less  than the  compensation
includable  in your  gross  income  for the year,  you and your  spouse may each
establish your own individual Roth IRA and may make  contributions to those Roth
IRAs in accordance with the rules and limits for contributions  contained in the
Code,  which are described in Part II, Section 3 of this  Disclosure  Statement.
Such contributions shall be in cash. Your contribution to a Spousal Roth IRA for
a tax year  must be made by the due date  (not  including  extensions)  for your
federal income tax return for that tax year.

         (c) Rollover  Roth IRA. You may make  contributions  to a Rollover Roth
IRA within 60 days after  receiving a  distribution  from an existing  Roth IRA,
subject to certain limitations discussed in Part II, Section 3.

         (d)  Transfer   Roth  IRA.  You  may  make  an  initial  or  subsequent
contribution  hereunder  by  directing  a  Trustee  of an  existing  Roth IRA to
transfer the assets in that Roth IRA to your new Roth IRA.

         (e) Conversion  Roth IRA. You may open a Conversion  Roth IRA within 60
days  of  receiving  a  distribution  form  an  existing  Traditional  IRA or by
instructing the Trustee or issuer of an existing Traditional IRA to transfer the
assets in that  Traditional IRA account to your new Roth IRA, subject to certain
restrictions and subject to income tax on some or all of the converted  amounts.
If your Adjusted  Gross Income  ("AGI"),  not including the rollover or transfer
amount, is greater than $100,000,  or if you are married and you and your spouse
file  separate tax returns,  you may not convert a  Traditional  IRA into a Roth
IRA.

         (f) Responsibility of the Owner. Contributions,  rollovers,  transfers,
or conversions to this Roth IRA must be made in accordance  with the appropriate
sections  of  the  Code.  It is  your  full  and  sole  responsibility  to  make
contributions  to your Roth IRA in accordance with the Code.  Transamerica  does
not provide tax advice, and assumes no liability for the tax consequences of any
contribution to your Roth IRA.

         2.  Deductibility of Contributions

         Your  Roth IRA  permits  only  nondeductible  after-tax  contributions.
However,  distributions  from your Roth IRA are generally not subject to federal
income tax (see Part II, 4(b) below).  This is unlike a Traditional  IRA,  which
permits deductible and nondeductible contributions, but which provides that most
distributions are subject to federal income tax.

         3.  Contribution Limits

         Contributions  for each taxable year to all  Traditional  and Roth IRAs
may not  exceed  the lesser of 100% of your  compensation  or $2,000  each year.
Rollover, transfer and conversion contributions,  if properly made, do not count
towards your maximum annual contribution limit.

         (a) Regular  Roth IRAs.  The  maximum  amount you may  contribute  to a
Regular Roth IRA will depend on the amount of your income.  Your maximum  $2,000
contribution  begins to phase out when your AGI reaches  $95,000  (unmarried) or
$150,000   (married  filing   jointly).   Under  the  phase  out,  your  maximum
contributions  generally will not be less than $200; however, no contribution is
allowed if your AGI exceeds  $110,000  (unmarried) or $160,000  (married  filing
jointly).  If you are married and you and your spouse file separate tax returns,
your maximum  contribution phases out between $0 and $10,000. You should consult
your tax advisor to determine your maximum contribution.

         If you are married  but you and your spouse  lived apart for the entire
taxable  year and  file  separate  federal  income  tax  returns,  your  maximum
contribution is calculated as if you were not married.

         (b) Spousal Roth IRAs.  Contributions  to your  lower-earning  spouse's
Spousal Roth IRA may not exceed the lesser of (a) 100% of both spouses' combined
compensation  minus any Roth or deductible  Traditional IRA contribution for the
spouse with the higher  compensation  or (b) $2,000.  A maximum of $4,000 may be
contributed  to both spouses'  Spousal Roth IRAs.  Contributions  can be divided
between the  spouses'  Roth IRAs as you and your spouse  wish,  but no more than
$2,000 can be contributed to either one of the Roth IRAs each year.

         (c) Rollover Roth IRAs.  There is no contribution  limit on the amounts
that you may  rollover  from  another  Roth IRA into this Roth IRA. You may roll
over a  distribution  from any single Roth IRA to another  Roth IRA only once in
any 365-day period.

         (d) Transfer Roth IRAs. There is no contribution  limit on amounts that
you transfer from another Roth IRA into this Roth IRA.

         (e) Conversion  Roth IRAs.  There is no  contribution  limit on amounts
that  you  convert  from  your  Traditional  IRA into  this  Roth IRA if you are
eligible  to  open a  Conversion  Roth  IRA as  described  above.  However,  the
distribution  proceeds from your  Traditional IRA are includable in your taxable
income to the extent that they  represent a return of  deductible  contributions
and  earnings  on  any  contributions.   The  distribution  proceeds  from  your
Traditional  IRA are not  subject  to the 10%  early  distribution  penalty  tax
(described  below) if the  distribution  proceeds are deposited to your Rollover
Roth IRA  within  60 days.  You may roll  over a  distribution  from any  single
Traditional  IRA to a  conversion  Roth IRA or any  other  IRA only  once in any
365-day period.

         You can also open a  Conversion  Roth IRA by  instructing  the  issuer,
custodian  or  trustee  of  your  existing  Traditional  IRA  to  transfer  your
Traditional  IRA  assets  to a Roth IRA,  which  will be the  successor  to your
existing  Traditional  IRA. The transfer will be treated as a distribution  from
your  Traditional IRA, and that amount will be includable in your taxable income
to the  extent  that it  represents  a return of  deductible  contributions  and
earnings on any  contributions,  but will not be subject to the 10% distribution
penalty tax.

         For tax years  before 1999,  if you make a rollover or transfer  from a
Traditional  IRA to a Roth IRA,  the income tax due upon  distribution  from the
Traditional  IRA is payable ratably over four years beginning in the year of the
conversion.

         Also, consult your tax advisor before combining amounts in a Conversion
Roth  IRA  with  any  regular  contributions  or  with  amounts  rolled  over or
transferred into the Conversion IRA in other tax years.

         4.   Distributions

         (a) Required Minimum Distribution.  Unlike a Traditional IRA, there are
no rules that require that distribution be made to you from your Roth IRA during
your lifetime.

         If you die before the entire value of your Roth IRA is  distributed  to
you,  the  balance of your Roth IRA must be  distributed  by  December 31 of the
calendar year that is five years after your death.  However,  if you die and you
have a designated  beneficiary,  your  designated  beneficiary may elect to take
distributions  in the form of settlement  option payments made in  substantially
equal   installments  over  the  life  or  life  expectancy  of  the  designated
beneficiary,  beginning  by  December 31 of the  calendar  year that is one year
after your death.

         If your beneficiary is your surviving  spouse,  he or she will become a
new  owner/annuitant  and can continue this Roth IRA on the same basis as before
your death. If your surviving  spouse does not wish to continue this Contract as
his or her Roth IRA,  he or she may elect to  receive  the death  benefit in the
form of settlement option payments.  Such payments must be in equal amounts over
your spouse's life or a period not extending  beyond his or her life expectancy.
Your  surviving  spouse must elect this option and begin  receiving  payments no
later than the  earliest of the  following  dates:  (i)  December 31 of the year
following  the year you died; or (ii) December 31 of the year in which you would
have reached age 70 1/2.

         Your  beneficiary is responsible for assuring that the required minimum
distribution  following  your  death is taken  in a timely  manner  and that the
correct amount is distributed.

         (b) Taxation of Roth IRA  Distributions.  The amounts that you withdraw
from your Roth IRA are generally tax-free.  However, since the purpose of a Roth
IRA is to  accumulate  funds for  retirement,  your  receipt  or use of Roth IRA
earnings  before  you  attain  age 59 1/2 , or  within  5 years  of  your  first
contribution  to the Roth IRA, or within 5 years of a contribution  rolled over,
transferred,  or converted from a Traditional  IRA, will generally be treated as
an early distribution subject to regular income tax. No income tax will apply to
earnings  that are  withdrawn  before  you  attain  age 59 1/2,  but  which  are
withdrawn  five or more years after the first  contribution  or the  rollover or
transfer  contribution  from a  Traditional  IRA  to the  Roth  IRA,  where  the
withdrawal is made (i) upon your death or disability,  or (ii) to pay first-time
homebuyer  expenses  of you or certain  family  members.  Note that for  amounts
converted  from a Traditional  IRA to a Roth IRA, the five-year  period  applies
separately to amounts converted. No portion of your distribution is taxable as a
capital gain.

         (c) Withholding.  If the distribution  from your Roth IRA is subject to
federal  income tax,  unless you elect not to have  withholding  apply,  federal
income tax will be  withheld  from your Roth IRA  distributions.  If you receive
distributions under a settlement option, tax will be withheld in the same manner
as taxes  withheld  on wages,  calculated  as if you are married and claim three
withholding allowances. If you are receiving any other type of distribution, tax
will be  withheld  in the amount of 10% of the  distribution.  If  payments  are
delivered to foreign countries, federal income tax will generally be withheld at
a 10% rate unless you certify to  Transamerica  that you are not a U.S.  citizen
residing abroad or a "tax avoidance  expatriate" as defined in Code Section 877.
Such  certification may result in mandatory  withholding of federal income taxes
at a different rate.

         5.   Penalties

         (a) Excess  Contributions.  If at the end of any taxable year your Roth
IRA contributions (other than rollovers,  transfers,  or conversions) exceed the
maximum allowable  contributions for that year, the excess  contribution  amount
will be subject to a  nondeductible  6% excise  (penalty) tax.  However,  if you
withdraw the excess  contribution,  plus any earnings on it, before the due date
for filing your federal income tax return (including extensions) for the taxable
year in which you made the excess contribution, the excess contribution will not
be  subject  to the 6%  penalty  tax.  The  amount  of the  excess  contribution
withdrawn  will  not be  considered  an  early  distribution,  but the  earnings
withdrawn  will be taxable income to you and may be subject to an additional 10%
tax on early distributions. Alternatively, excess contributions for one year may
be withdrawn in a later year or may be carried forward as Roth IRA contributions
in a later year to the extent that the excess,  when  aggregated  with your Roth
IRA  contribution  (if any) for the subsequent year, does not exceed the maximum
allowable  contribution  for that  year.  The 6% excise  tax will be  imposed on
excess  contributions in each year they are neither returned to your nor applied
as contributions in subsequent years.

         (b)  Early  Distributions.  Since  the  purpose  of a  Roth  IRA  is to
accumulate funds for retirement, your receipt or use of any portion of your Roth
IRA before you attain age 59 1/2 , or within 5 years of your first  contribution
to the Roth IRA, or within 5 years of a contribution rolled over, transferred or
converted from a Traditional IRA,  constitutes an early  distribution  subject a
10% penalty  tax on the  earnings  in your Roth IRA.  This  penalty tax will not
apply if the  distribution  occurs as a result of your death or disability or is
part of a series of substantially  equal payments made over your life expectancy
or the joint life  expectancies of you and your  beneficiary (as determined from
IRA tables in the income tax regulations).  Also, the 10% penalty will not apply
if distributions  are used to pay for medical expenses in excess of 7.5% or your
AGI, or if distributions are used to pay for health insurance  premiums for you,
your spouse and/or your  dependents if you are an unemployed  individual  who is
receiving unemployment compensation under federal or state programs for at least
12  consecutive  weeks.  The 10%  penalty  tax also  will not  apply to an early
distribution  made to pay for first-time  homebuyer  expenses for you or certain
family  members,  or for higher  education  expenses  for you or certain  family
members.  First-time  homebuyer  expenses  must be paid  within  120 days of the
distribution  from  the Roth  IRA and  include  up to  $10,000  of the  costs of
acquiring,  constructing,  or  reconstructing a principle  residence,  including
settlement,  financing and closing  costs.  Higher  education  expenses  include
tuition,   fees,  books,   supplies,  and  equipment  required  for  enrollment,
attendance, and room and board at a post-secondary educational institution.

         In  addition,  it is likely that the law will change in 1998 to provide
retroactively  that if amounts  transferred,  rolled over,  or converted  from a
Traditional  IRA to a Roth IRA are withdrawn  before five years,  (i) the entire
amount  that was  transferred  or rolled  over,  not just the  earnings,  may be
subject to the 10% penalty tax, and (ii) an additional  10% tax may apply if the
amounts  transferred,  rolled over, or converted were (or are to be) included in
income ratably over four years.  Special rules may apply to  withdrawals  from a
Roth IRA that includes both amounts transferred, rolled over or converted from a
Traditional IRA and annual  contributions  to the Roth IRA; for that reason,  it
may be advisable to establish separate Roth IRAs for amounts transferred, rolled
over, or converted and annual contributions.

         (c)  Required   Distributions  Upon  Death.  If  the  required  minimum
distribution  rules  described  in Part  II,  Section  4(a)  of this  Disclosure
Statement apply to your  beneficiary  and if the amount  distributed in during a
calendar year is less than the minimum amount required to be  distributed,  your
beneficiary  will be  subject  to a penalty  tax equal to 50% of the  difference
between  the  amount   required  to  be  distributed  and  the  amount  actually
distributed.

         (d) Prohibited  Transactions.  If you or the beneficiary  engage in any
prohibited  transaction  (such as any sale,  exchange or leasing of any property
between you and the Roth IRA, or any interference with the independent status of
the Roth IRA), the Roth IRA will lose its tax exemption and be treated as having
been   distributed  to  you.  The  value  of  any  earnings  on  your  Roth  IRA
contributions  will be includable  in your gross income;  and, if at the time of
the prohibited  transaction  you are under age 59 1/2 or it is within five years
of your first  contribution to the Roth IRA, or within five years of a rollover,
transfer or conversion  from a  Traditional  IRA, you may also be subject to the
10%  penalty  tax on early  distributions.  If you pledge your Roth IRA, or your
benefits under the contract,  as a security for a loan,  the portion  pledged as
security  will  cease to be  tax-qualified,  the value of that  portion  will be
treated as  distributed to you, and you may be subject to the 10% penalty tax on
early distributions from a Roth IRA.

PART III:  OTHER INFORMATION

         1.   Federal Estate and Gift Taxes

         Any amount distributed from your IRA or Roth IRA upon your death may be
subject to federal estate taxes,  although certain credits and deductions may be
available.  The exercise or  non-exercise of an option to pay an annuity to your
beneficiary  at or after your death will not be  considered  a transfer for gift
tax purposes under Code Section 2517.

         2.   Tax Reporting

         You need not file IRS Form 5329  with your  income  tax  return  unless
during  the  taxable  year  there  is  an  excess   contribution  to,  an  early
distribution from, or insufficient minimum required  distributions from your IRA
or Roth IRA. You must report  contributions to, and distributions  from your IRA
and Roth IRA (including the year end aggregate  account  balance of all IRAs and
Roth IRA) on your federal income tax return for the year. For a Traditional IRA,
you must  designate  on the  return  how  much of your  annual  contribution  is
deductible and how much is nondeductible.

         3.   Vesting

Your interest in your IRA and Roth IRA must be non-forfeitable at all times.

         4.   Exclusive Benefit

         Your interest in your IRA and Roth IRA is for the exclusive  benefit of
you and your beneficiaries.

         5.  Publication 590

         Additional  information about your IRA or Roth IRA can be obtained from
any district office of the IRS and by calling  1-800-TAX-FORM for a free copy of
Publication 590, Individual Retirement Arrangements.







<PAGE>


Please  forward   (without  charge)  a  copy  of  the  Statement  of  Additional
Information  concerning  the  Transamerica  Seriessm -  Transamerica  Catalystsm
Variable Annuity issued by Transamerica Life Insurance and Annuity Company to:

               (Please print or type and fill in all information)


         -----------------------------------------------------------
         Name

         -----------------------------------------------------------
         Address

         -----------------------------------------------------------
         City/State/Zip

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


         Date: ________________________              Signed: _______

Return to  Transamerica  Life  Insurance and Annuity  Company,  Annuity  Service
Center, 401 North Tryon Street, Suite 700, Charlotte, North Carolina 28202.


<PAGE>

























































                             TRANSAMERICA SERIES sm
                    TRANSAMERICA CATALYST sm VARIABLE ANNUITY

                    Contract Form 4-703 Certificate Form 313

            Issued by Transamerica Life Insurance and Annuity Company
       401 North Tryon Street, Suite 700, Charlotte, North Carolina, 28202

VIM 135-598

<PAGE>
6

                                     PROFILE
                                                      of the
                     TRANSAMERICA CLASSICsm VARIABLE ANNUITY
                                    Issued by
                 TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY
                                   May 1, 1998

         This Profile is a summary of some of the more important points that you
         should know and consider before  purchasing the contract.  The contract
         is more fully described in the full prospectus  that  accompanies  this
         Profile. Please read the prospectus carefully.

1. The  Contract.  The  Transamerica  Classicsm  Variable  Annuity is a contract
between you and Transamerica  Life Insurance and Annuity Company that allows you
to invest your  purchase  payments in your choice of 17 mutual funds  portfolios
("portfolios")  in the Variable  Account and two general  account  options.  The
portfolios are professionally managed and you can gain or lose money invested in
a portfolio,  but you could also earn more than investing in the general account
options.  Transamerica  guarantees  the safety of money  invested in the general
account  options.  Certain  portfolios  and general  account  options may not be
available in all states.

The  contract  is a deferred  annuity and it has two  phases:  the  accumulation
phase, and the annuitization  phase. During the accumulation phase, you can make
additional  payments  on your  contract,  transfer  money  among the  investment
options,  and withdraw some or all of your investment.  During this phase,  your
earnings accumulated on a tax-deferred basis for individuals, but some or all of
any money you  withdraw  may be  taxable.  Tax  deferral  is not  available  for
non-qualified contracts owned by corporations and some trusts.

         During the annuity phase,  Transamerica  will make periodic payments to
you.  The  dollar  amount of the  payments  may  depend  on the  amount of money
invested and earned during the accumulation phase and on other factors,  such as
the annuitants' age and sex.

2. Annuity Payments. You can generally decide when to end the accumulation phase
and begin receiving  annuity  payments from  Transamerica.  You may choose fixed
payments, where the dollar amount of each payment generally remains the same, or
variable  payments,  where the dollar  amount of each  payment  may  increase or
decreased based on the investment  performance of the portfolios you select. You
can choose among payments for the lifetime of an individual, or payments for the
longer of one lifetime or a guaranteed period of 10, 15 or 20 years, or payments
for one lifetime and the lifetime of another individual.

3. Purchasing a Contract.  Generally you must invest at least $5,000 ($2,000 for
IRAs) to  purchase a  contract.  You can make  additional  payments  of at least
$1,000 each ($100 each if made under an  automatic  payment plan  deducted  from
your bank  account).  You may cancel your  contract  during the free look period
(see item 10 below).

         The  Transamerica  Classic  Variable  Annuity is designed for long-term
tax-deferred   accumulation  of  assets,  generally  for  retirement  and  other
long-term goals.  Individuals in high tax brackets get the most benefit from the
tax  deferral  feature.  You should not invest in the  contract  for  short-term
purposes or if you cannot take the risk of losing some of your investment.


<PAGE>



4.        Investment Options.  VARIABLE ACCOUNT:  You can invest in any of the
following 17 portfolios:

Alger American Income & Growth              MFS VIT Research
Alliance VPF Growth & Income                  Morgan Stanley UF Fixed Income
Alliance VPF Premier Growth                 Morgan Stanley UF High Yield
Dreyfus VIF Capital Appreciation         Morgan Stanley UF International Magnum
Dreyfus VIF Small Cap                       OCC Accumulation Trust Managed
Janus Aspen Balanced                        OCC Accumulation Trust Small Cap
Janus Aspen Worldwide Growth                Transamerica VIF Growth Portfolio
MFS VIT Emerging Growth                     Transamerica VIF Money Market
MFS VIT Growth with Income

         You can earn or lose money in any of these portfolios. These portfolios
are described in their own prospectuses.  All portfolios may not be available in
all states.

         GENERAL ACCOUNT:  You can also allocate payments to the general account
options,  where  Transamerica  guarantees the principal  invested plus an annual
interest  rate of at least  3%.  The  general  account  options  include a fixed
account and guarantee period options.

5.  Expenses.  Transamerica  makes  certain  charges and  deductions in order to
provide the benefits and features available under the contract:

          If you withdraw  your money within seven years of investing  it, there
         may be a withdrawal charge of up to 6% of the amount invested.

          Transamerica  deducts an annual  account  fee of no more than $30 
(the fee is waived for  account  values
         over $50,000).

          Transamerica deducts insurance and administrative charges of 1.35% per
         year from your average daily value in the variable account.

          If you elect the  Living  Benefits  Rider (or  Waiver of CDSL  Rider),
         Transamerica  will  deduct a monthly  fee equal to 1/12 of 0.05% of the
         account value.

          The first 18 transfers each year are free (then  Transamerica  will 
deduct a $10 fee for each  additional
         transfer).

          Advisory fees are also deducted by the  portfolios'  manager,  and the
         portfolios  pay other  expenses  which,  in total,  range from 0.60% to
         1.15% of the amounts in the portfolios.

          There  might  be  premium  tax  charges  ranging  from 0 to 5% of your
         investment   and/or  amounts  you  use  to  purchase  annuity  benefits
         (depending on your state's law).

         The  following  chart shows these  charges (not  including the optional
Living Benefits Rider fee, any transfer fees or premium  taxes).  The $30 annual
account  fee is included  in the first  column as a charge of 0.075%.  The third
column is the sum of the first two columns. The examples in the last two columns
show the  total  amounts  you  would be  charged  if you  invested  $1,000,  the
investment grew 5% each year, and you withdrew your entire  investment after one
year or 10 years. Year one includes the withdrawal charge and year 10 does not.
<TABLE>
<CAPTION>


                                                     ---------------------------------------------------------------------
                                                                                                     Total       Total
                                                          Annual         Annual         Total      Expenses    Expenses
                                                        Insurance       Portfolio      Annual      at End of   at End of
Sub-Accounts                                             Charges         Charges       Charges      1 Year     10 Years
                                                     ---------------------------------------------------------------------
- -----------------------------------------------------
<S>                                                       <C>             <C>           <C>         <C>         <C>    
Alger American Income & Growth                            1.425%          0.74%         2.165       $72.96      $249.81
Alliance VPF Growth & Income                              1.425%          0.72%         2.145       $72.76      $247.75
Alliance VPF Premier Growth                               1.425%          0.95%         2.375       $75.06      $271.12
Dreyfus VIF Capital Appreciation Growth                   1.425%          0.80%         2.225       $73.56      $255.95
Dreyfus VIF Small Cap                                     1.425%          0.78%         2.205       $73.36      $253.90
Janus Aspen Balanced                                      1.425%          0.83%         2.255       $73.86      $259.00
Janus Aspen Worldwide Growth                              1.425%          0.74%         2.165       $72.96      $249.81
MFS Emerging Growth                                       1.425%          0.87%         2.295       $74.26      $263.06
MFS Growth & Income                                       1.425%          1.00%         2.425       $75.56      $276.13
MFS Research                                              1.425%         0.88 %         2.305       $74.36      $264.07
Morgan Stanley UF Fixed Income                            1.425%          0.70%         2.125       $72.56      $245.69
Morgan Stanley UF High Yield                              1.425%          0.80%         2.225       $73.56      $255.95
Morgan Stanley UF International Magnum                    1.425%          1.15%         2.575       $77.06      $290.98
OCC Accumulation Trust Managed                            1.425%          0.87%         2.295       $74.23      $259.34
OCC Accumulation Trust Small Cap                          1.425%          0.97%         2.395       $75.24      $270.64
Transamerica VIF Growth                                   1.425%          0.85%         2.275       $74.06      $261.03
Transamerica VIF Money Market                             1.425%          0.60%         2.025       $71.55      $235.33
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Annual Portfolio  Charges above are for the year ended December 31,
1997 (except for  Transamerica  VIF Money Market  Portfolios) and do not reflect
expense  reimbursements  or fee waivers.  The figures for Transamerica VIF Money
Market  Portfolios are estimates for the year 1998, its first year of operation.
Expenses  may be higher or lower in the future.  See the  "Variable  Account Fee
Table" in the Transamerica Classic Variable Annuity prospectus for more detailed
information.

6. Federal Income Taxes. Individuals generally are not taxed on increases in the
contract  value until a  distribution  occurs  (e.g.,  a  withdrawal  or annuity
payment) or is deemed to occur  (e.g.,  a pledge,  loan,  or  assignment  of the
contract).  If you  withdraw  money,  earnings  come out  first  and are  taxed.
Generally,   some  portions  (sometimes  all)  of  any  distribution  or  deemed
distribution is taxable as ordinary income. In some cases,  income taxes will be
withheld  from  distributions.  If you are  under  age 59 1/2 when you  withdraw
money,  an  additional  10%  federal  tax  penalty  may  apply on the  withdrawn
earnings. Certain owners of non-qualified contracts that are not individuals may
be currently  taxed on increase in the contract  value,  whether  distributed or
not.  Qualified  contracts are subject to special income tax rules  depending on
the plan or arrangement.

7. Access to Your Money. You can generally take money our at any time during the
accumulation phase. Transamerica may assess a withdrawal charge of up to 6% of a
purchase  payment,  but no withdrawal  charge will be assessed on money that has
been in the contract for seven years.  In certain cases, if you elect the Living
Benefits  Rider when you purchase the  contract,  the  withdrawal  change may be
waived if you are in a hospital  or nursing  home for a long  period or, in some
states,  if you are diagnosed with a terminal  illness,  or if you are receiving
medically  required in-home care. Subject to certain  conditions,  each contract
year you may withdraw up to 15% of purchase  payments  received  less than seven
years ago,  without  incurring a withdrawal  charge.  Withdrawals from qualified
contracts may be subject to severe  restrictions and, in certain  circumstances,
prohibited.

         You may have to pay income  taxes on amounts you withdraw and there may
also be a 10% tax  penalty if you make  withdrawals  before you are 59 1/2 years
old.

         If you  withdraw  money from a guarantee  period  prematurely,  you may
forfeit some of the interest  that you earned,  but you will always  receive the
principal you invested plus 3% interest.

8. Past  Investment  Performance.  The value of the money you  allocated  to the
portfolios  will go up or down,  depending on the investment  performance of the
portfolios you select.  The following  chart shows the adjusted past  investment
performance  on a  year-by-year  basis for each  portfolio.  These  figures have
already been reduced by the insurance charges, the account fee, the advisory fee
and all the  expenses  of the  portfolios.  These  figures  do not  include  the
withdrawal  charge, the fee for the optional Living Benefits Rider, any transfer
fees  or  premium  taxes,  which  would  reduce  performance  if  applied.  Past
performance is no guarantee of future performance or earnings.
<TABLE>
<CAPTION>

CALENDAR YEAR

                                                   ------------------------------------------------------------------------
SUB-ACCOUNT                                              1997            1996           1995          1994        1993
                                                   ------------------------------------------------------------------------
- ---------------------------------------------------
<S>                                                     <C>             <C>            <C>            <C>         <C>  
Alger American Income & Growth                          36.16%          18.40%         35.18%        -8.55%       9.43%
Alliance VPF Growth & Income                            28.25%          21.65%         35.31%        -1.09%      10.24%
Alliance VPF Premier Growth                             33.43%          19.63%         43.41%        -3.41%      11.16%
Dreyfus VIF Capital Appreciation Growth                 26.84%          22.76%         31.76%        1.52%         N/A
Dreyfus VIF Small Cap                                   17.21%          15.11%         29.06%        7.78%       67.23%
Janus Aspen Balanced                                    21.21%          14.55%         22.93%        -0.66%        N/A
Janus Aspen Worldwide Growth                            21.63%          26.40%         25.28%        -0.22%        N/A
MFS Emerging Growth                                     21.48%          15.49%           N/A          N/A          N/A
MFS Growth & Income                                     29.06%          21.67%           N/A          N/A          N/A
MFS Research                                            19.76%          20.50%           N/A          N/A          N/A
Morgan Stanley UF Fixed Income                          8.40%             N/A            N/A          N/A          N/A
Morgan Stanley UF High Yield                            11.94%            N/A            N/A          N/A          N/A
Morgan Stanley UF International Magnum                  2.35%             N/A            N/A          N/A          N/A
OCC Accumulation Trust Managed                          21.18%          20.45%         43.39%        1.71%        9.29%
OCC Accumulation Trust Small Cap                        21.50%          16.88%         15.08%        -1.43%      18.20%
Transamerica VIF Growth                                 50.31%          26.60%         52.98%        7.68%       21.70%
Transamerica VIF Money Market                            N/A              N/A            N/A          N/A          N/A
- ---------------------------------------------------------------------------------------------------------------------------

                                                   ------------------------------------------------------------------------
SUB-ACCOUNT                                              1992            1991           1990          1989        1988
                                                   ------------------------------------------------------------------------
- ---------------------------------------------------
Alger American Income & Growth                          7.12%           22.70%         -1.39%        5.91%         N/A
Alliance VPF Growth & Income                            6.42%             N/A            N/A          N/A          N/A
Alliance VPF Premier Growth                              N/A              N/A            N/A          N/A          N/A
Dreyfus VIF Capital Appreciation Growth                  N/A              N/A            N/A          N/A          N/A
Dreyfus VIF Small Cap                                   70.60%          156.10%          N/A          N/A          N/A
Janus Aspen Balanced                                     N/A              N/A            N/A          N/A          N/A
Janus Aspen Worldwide Growth                             N/A              N/A            N/A          N/A          N/A
MFS Emerging Growth                                      N/A              N/A            N/A          N/A          N/A
MFS Growth & Income                                      N/A              N/A            N/A          N/A          N/A
MFS Research                                             N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF Fixed Income                           N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF High Yield                             N/A              N/A            N/A          N/A          N/A
Morgan Stanley UF International Magnum                   N/A              N/A            N/A          N/A          N/A
OCC Accumulation Trust Managed                          17.38%          43.71%         -5.87%        31.08%        N/A
OCC Accumulation Trust Small Cap                        18.84%          46.61%         -11.17%       16.36%        N/A
Transamerica VIF Growth                                 13.55%          41.44%         -12.60%       32.90%      29.23%
Transamerica VIF Money Market                            N/A              N/A            N/A          N/A          N/A
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


9. Death Benefit. If you die during the accumulation phase, a death benefit will
be paid to your beneficiary.

         If you die before you turn 85, the death  benefit  will be the greatest
of three things:  (1) the account  value;  (2) the sum of all purchase  payments
less withdrawals and applicable  premium taxes; or (3) the highest account value
on any  contract  anniversary  prior to the  earlier  of the  owner's  (or joint
owner's)  85th  birthday,  plus  purchase  payment  made  less  withdrawals  and
applicable premium tax charges since that contract anniversary.  If death occurs
after your or your joint  owner's 85th  birthday,  the death benefit is equal to
the account value.

10. Other  Information.  The Transamerica  Classic Variable Annuity offers other
features you might be interest in. Some of these features are as follows:

         Free Look.  After you get your  contract,  you have ten days to look it
over and  decide if it is really  right  for you (this  period  may be longer in
certain  states).  If you  decide  not to keep the  contract,  you can cancel it
during this period by delivering a written notice of cancellation  and returning
the  contract  to the  Service  Center at the  address  listed in item 11 below.
Unless otherwise required by law, Transamerica will refund the purchase payments
allocated to any general account option (less any withdrawals) plus the value in
the  Variable  Account as of the date the written  notice and the  contract  are
received by the Service Center.

         Telephone  Transfers.  You can  generally  arrange to  transfer 
money  between  the  investments  in your
contract by telephone.

         Dollar Cost Averaging.  You can instruct  Transamerica to automatically
transfer money from either the money market  sub-account or the fixed account to
any of the other variable  sub-accounts each month. This is intended to give you
a lower average cost per share or unit than a single one time investment.

         Automatic  Rebalancing  Option. The performance of each sub-account may
cause the allocation of value among the sub-accounts to change. You may instruct
Transamerica  to  periodically   automatically  rebalance  the  amounts  in  the
sub-accounts by reallocating amounts among them.

         Systematic Withdrawal Option. You can arrange to have Transamerica send
you money  automatically each month out of your contract during the accumulation
phase.  There are limits on the amounts,  and the payments may be taxable,  and,
prior to age 59 1/2,  subject  to the  penalty  tax.  If the  total  withdrawals
(including  systematic  withdrawals)  made in a contract year exceed the allowed
amount to be withdrawn without a charge for that year, any applicable withdrawal
charge will then apply.

         Automatic Payout Option. For qualified  contracts,  certain pension and
retirement  plans require that certain  amounts be distributed  from the plan at
certain  ages.  You can arrange to have such amounts  distributed  automatically
during the accumulation phase.

         These  features  may  not be  available  in all  state  and  may not be
suitable for your particular situation.

11. Inquiries.  If you need further  information or have any questions about the
contract, please write or call:

                       Transamerica Annuity Service Center
                        401 North Tryon Street, Suite 700
                         Charlotte, North Carolina 28202
                                  800-420-7749





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