TRANSAMERICA SEPARATE ACCOUNT VA-6
497, 1998-01-05
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                                 PROSPECTUS FOR

                             TRANSAMERICA SERIES sm

                             TRANSAMERICA CLASSIC 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>





                                December 22, 1997

<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:
<TABLE>
<CAPTION>

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

         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 December 22, 1997.
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 December 22 , 1997.


<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
<TABLE>
<CAPTION>

                                                                      Page
<S>                                                                                                              <C>
DEFINITIONS.......................................................................................................6
SUMMARY...........................................................................................................8

CONDENSED FINANCIAL INFORMATION..................................................................................17

TRANSAMERICA LIFE INSURANCE AND ANNUITY COMPANY AND THE VARIABLE ACCOUNT.........................................17
         Transamerica Life Insurance and Annuity Company.........................................................17
         Published Ratings.......................................................................................17
         The Variable Account....................................................................................17

THE PORTFOLIOS...................................................................................................18

THE CONTRACT.....................................................................................................22
         Ownership...............................................................................................23

PURCHASE PAYMENTS................................................................................................23
         Purchase Payments.......................................................................................23
         Allocation of Purchase Payments.........................................................................24
         Investment Option Limits................................................................................24

ACCOUNT VALUE....................................................................................................24

TRANSFERS........................................................................................................25
         Before the Annuity Date.................................................................................25
         Other Restrictions......................................................................................25
         Telephone Transfers.....................................................................................26
         Dollar Cost Averaging...................................................................................26
         Automatic Asset Rebalancing.............................................................................27
         After the Annuity Date..................................................................................27

CASH WITHDRAWALS.................................................................................................27
         Systematic Withdrawal Option............................................................................28
         Automatic Payment Option (APO)..........................................................................28

DEATH BENEFIT....................................................................................................29
         Payment of Death Benefit................................................................................29
         Designation of Beneficiaries............................................................................30
         Death of Owner Before Annuity Date......................................................................30
         If Annuitant Dies Before Annuity Date...................................................................31
         Death After Annuity Date................................................................................31
         Survival Provision......................................................................................31

CHARGES, FEES AND DEDUCTIONS.....................................................................................31
         Contingent Deferred Sales Load..........................................................................32
         Free Withdrawals - Allowed Amount.......................................................................32
         Free Withdrawals - Living Benefits Rider................................................................32
         Other Free Withdrawals..................................................................................33
         Administrative Charges..................................................................................33
         Mortality and Expense Risk Charge.......................................................................34
         Living Benefits Rider Fee...............................................................................34
         Premium Tax Charges.....................................................................................34
         Transfer Fee............................................................................................34
         Option and Service Fees.................................................................................35
         Taxes...................................................................................................35
         Portfolio Expenses......................................................................................35
         Interest Adjustment.....................................................................................35

SETTLEMENT OPTION PAYMENTS.......................................................................................35
         Annuity Date............................................................................................35
         Settlement Option Payments..............................................................................35
         Election of Settlement Option Forms and Payment Options.................................................36
         Payment Options.........................................................................................36
         Fixed Payment Option....................................................................................36
         Variable Payment Option.................................................................................36
         Settlement Option Forms.................................................................................37

FEDERAL TAX MATTERS..............................................................................................38
         Introduction............................................................................................38
         Purchase Payments.......................................................................................38
         Taxation of Annuities...................................................................................38
         Qualified Contracts.....................................................................................40
         Taxation of Transamerica ...............................................................................42
         Tax Status of Contract..................................................................................42
         Possible Changes in Taxation............................................................................43
         Other Tax Consequences..................................................................................43

PERFORMANCE DATA ................................................................................................43

DISTRIBUTION OF THE CONTRACT.....................................................................................45

LEGAL PROCEEDINGS................................................................................................45

LEGAL MATTERS....................................................................................................45

ACCOUNTANTS......................................................................................................45

VOTING RIGHTS....................................................................................................45

AVAILABLE INFORMATION............................................................................................46

STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS..........................................................47

APPENDIX A - THE GENERAL ACCOUNT OPTIONS........................................................................A-1
         Fixed Account .........................................................................................A-1
         Guarantee Period Account ..............................................................................A-2

APPENDIX B......................................................................................................B-1
         Example of Variable Accumulation Unit Value Calculations...............................................B-1
         Example of Variable Annuity Unit Value Calculations....................................................B-1
         Example of Variable Annuity Payment Calculations.......................................................B-1

APPENDIX C
         Disclosure Statement for Individual Retirement
              Annuities ........................................................................................C-1

</TABLE>
                  The contract is not available in all states.


<PAGE>


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 32.

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 23.

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 17. Assets of each variable  sub-account are invested in a specified mutual
fund portfolio ("portfolio").  The variable sub-accounts currently available for
investment are:

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

         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 31. For more
information  about  the  portfolios,  see  "The  Portfolios"  page  18  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 Limits
         Currently,  the  owner  may not  elect  more  than a total of  eighteen
investment  options over the life of the contract.  Investment  options  include
variable  sub-accounts  and general  account  options.  See  "Investment  Option
Limits" page 24 .

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 27.

         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 12 made during the same contract year.  See  "Transfers" on page 25
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 27.

         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 38.

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 32, "Withdrawals" page
32 and "Living Benefits Rider" page 32.

         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 34 and  "Administrative
Charges" page 33.

         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 12 during a contract  year,  a transfer
  fee of $10 will be  imposed.  See
"Transfer Fee" page 34.

         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 34.

         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 31 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 12 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> 
Janus Aspen Worldwide Growth                   0.66                      0.14                       0.80

Morgan Stanley UF International                0.62                      0.53                       1.15
Magnum

Dreyfus VIF Small Cap                          0.75                      0.04                       0.79

 OCC Accumulation Trust Small Cap              0.80                      0.22                       1.02

 MFS VIT Emerging Growth                       0.75                      0.25                       1.00

Alliance VPF Premier Growth                    0.72                      0.23                       0.95

Dreyfus VIF Capital Appreciation               0.75                      0.09                       0.84

MFS VIT Research                               0.75                      0.25                       1.00

Transamerica VIF Growth                        0.75                      0.10                       0.85

Alger American Income & Growth                 0.63                      0.19                       0.82

Alliance VPF Growth & Income                   0.63                      0.19                       0.82

MFS VIT Growth with Income                     0.75                      0.25                       1.00

Janus Aspen Balanced                           0.79                      0.15                       0.94

OCC Accumulation Trust Managed                 0.80                      0.10                       0.90

Morgan Stanley UF High Yield                   0.27                      0.53                       0.80

Morgan Stanley UF Fixed Income                 0.24                      0.46                       0.70

Transamerica VIF Money Market                  0.35                      0.25                       0.60
</TABLE>

Expense   information   regarding  the  portfolios  has  been  provided  by  the
portfolios.   Transamerica   has  no  reason  to  doubt  the  accuracy  of  that
information,  but Transamerica has not verified those figures.  In preparing the
table above and the examples that follow, Transamerica has relied on the figures
provided by the  portfolios.  These figures are for the year ended  December 31,
1996,  except for Morgan Stanley UF International  Magnum,  High Yield and Fixed
Income Portfolios which are estimates which assume that each portfolio's average
daily net assets will be $50 million,  and 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 31.

(3)      A  transfer  fee of $10 will be  imposed  for each  transfer  in excess
  of 12 in a  contract  year.  See
         "Charges, Fees and Deductions" page 31.

(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 31.

(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 32 .

(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 31.

(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 1996 (except for
         the Morgan Stanley UF International Magnum, High Yield and Fixed Income
         Portfolios and the Transamerica VIF Money Market  Portfolio,  which are
         estimates).  The  expenses  shown in the table  reflect  a  portfolio's
         adviser's  waivers or fees or  reimbursement of expenses if applicable.
         It is anticipated that such waivers or reimbursements will continue for
         calendar years 1997 and 1998.  Without such waivers or  reimbursements,
         the annual expenses for 1996 for certain portfolios would have been, as
         a percentage of assets, as follows:

<TABLE>
<CAPTION>
                                                                                                 Total Portfolio
                                                       Management Fee        Other Expenses      Annual Expense
<S>                                                    <C>                   <C>                 <C> 
          Janus Aspen Worldwide Growth                 0.77                  0.14                0.91
          Morgan Stanley UF International Magnum       0.80                  0.53                1.33
          OCC Accumulation Trust Small Cap             0.80                  0.26                1.06
          MFS VIT Emerging Growth                      0.75                  0.41                1.16
          Alliance VPF Premier Growth                  1.00                  0.23                1.23
          MFS VIT Research                             0.75                  0.73                1.48
          Transamerica VIF Growth                      0.75                  0.59                1.34
          Alliance VPF Growth & Income                 0.63                  0.32                0.95
          MFS VIT Growth with Income                   0.75                  1.32                2.07
          Janus Aspen Balanced                         0.92                  0.15                1.07
          Morgan Stanley UF High Yield                 0.50                  0.53                1.03
          Morgan Stanley UF Fixed Income               0.40                  0.46                0.86
</TABLE>

The expenses of the Transamerica  VIF Growth Portfolio  reflect all 12 months of
1996,  including the first 10 months of 1996 when the portfolio was organized as
a separate account of Transamerica  Occidental Life Insurance Company; for those
10 months,  the separate account was assessed mortality and expense risk charges
which  will no  longer be  assessed  at the  portfolio  level.  Without  expense
reimbursements,  the other  expenses  for the first  year of  operation  for the
Transamerica  VIF Money Market  Portfolio are expected to be 0.80% There were no
fee waivers or expense  reimbursements  for the Dreyfus VIF Small Cap Portfolio,
Dreyfus VIF Capital  Appreciation  Portfolio,  Alger American  Income and Growth
Portfolio or OCC Accumulation Trust Managed Portfolio.



<PAGE>


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 34.

         Examples 1 through 3 show expenses for  contracts  without the optional
Living Benefits Rider based on fee waivers and reimbursements for the portfolios
for 1996.  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).

<TABLE>
<CAPTION>

                                                                                           3.  If the owner elects
Examples 1-3                                                                               to annuitize at the end
An owner would pay the following         1.  If the owner         2.  If the owner does    of the applicable
expenses on a $1,000 investment,         surrenders the           not surrender and does   period under a
assuming a 5% annual return on assets:   contract at the end of   not annuitize the        Settlement Option with
                                         the applicable time      contract:                life contingencies:
                                         period:

                                            1 Year      3 Years      1 Year      3 Years     1 Year        3 Years

<S>                                          <C>         <C>           <C>         <C>          <C>          <C>   
Janus Aspen Worldwide Growth                 $73.56      $112.07       $22.56      $69.57       $22.56       $69.57

Morgan Stanley UF International Magnum       $89.28      $158.71       $38.28     $116.21       $38.28      $116.21

Dreyfus VIF Small Cap                        $73.46      $111.77       $22.46      $69.27       $22.46       $69.27

OCC Accumulation Trust Small Cap             $75.60      $117.17       $24.60      $74.67       $24.60       $74.17

MFS VIT Emerging Growth                      $75.56      $118.10       $24.56      $75.60       $24.56       $75.60

Alliance VPF Premium Growth                  $75.06      $116.60       $24.06      $74.10       $24.06       $74.10

Dreyfus VIF Capital Appreciation             $73.96      $113.28       $22.96      $70.78       $22.96       $70.78

MFS VIT Research                             $75.56      $118.10       $24.56      $75.60       $24.56       $75.60

Transamerica VIF Growth                      $74.06      $113.58       $23.06      $71.08       $23.06       $71.08

Alger American Income & Growth               $73.66      $112.37       $22.66      $69.87       $22.66       $69.87

Alliance VPF Growth and Income               $73.76      $112.68       $22.76      $70.18       $22.76       $70.18

MFS VIF Growth with Income                   $75.56      $118.10       $24.56      $75.60       $24.56       $75.60

Janus Aspen Balanced                         $74.96      $116.30       $23.96      $73.80       $23.96       $73.80

OCC Accumulation Trust Managed               $74.39      $113.51       $23.39      $71.01       $23.39       $71.01

Morgan Stanley UF High Yield                 $78.56      $127.08       $27.56      $84.58       $27.56       $84.58

Morgan Stanley UF Fixed Income               $81.45      $135.67       $30.45      $93.17       $30.45       $93.17

Transamerica VIF Money Market                $71.55      $106.01       $20.55      $63.51       $20.55       $63.51
</TABLE>

         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  1996.  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).


<TABLE>
<CAPTION>
                                                                                           6.  If the owner
Examples 4-6                                                                               elects to annuitize at
An owner would pay the following         4.  If the owner        5.  If the owner does     the end of the
expenses on a $1,000 investment,         surrenders the          not surrender and does    applicable period
assuming a 5% annual return on assets:   contract at the end     not annuitize the         under a Settlement
                                         of the applicable       contract:                 Option with life
                                         time period:                                      contingencies:

                                            1 Year       3 Years    1 Year       3 Years     1 Year        3 Years

<S>                                           <C>       <C>            <C>         <C>          <C>         <C>   
Janus Aspen Worldwide Growth                  $74.06    $113.58        $23.06      $71.08       $23.06      $71.08

Morgan Stanley UF International Magnum        $89.77    $160.15        $38.77     $117.65       $38.77     $117.65

Dreyfus VIF Small Cap                         $73.96    $113.28        $22.96      $70.78       $22.96      $70.78

OCC Accumulation Trust Small Cap              $76.09    $118.64        $25.09      $76.14       $25.09      $76.14

MFS VIT Emerging Growth                       $76.06    $119.60        $25.06      $77.10       $25.06      $77.10

Alliance VPF Premium Growth                   $75.56    $118.10        $24.56      $75.60       $24.56      $75.60

Dreyfus VIF Capital Appreciation              $74.46    $114.79        $23.46      $72.29       $23.46      $72.29

MFS VIT Research                              $76.06    $119.60        $25.06      $77.10       $25.06      $77.10

Transamerica VIF Growth                       $74.56    $115.09        $23.56      $72.59       $23.56      $72.59

Alger American Income & Growth                $74.16    $113.88        $23.16      $71.38       $23.16      $71.38

Alliance VPF Growth and Income                $74.26    $114.19        $23.26      $71.69       $23.26      $71.69

MFS VIF Growth with Income                    $76.06    $119.60        $25.06      $77.10       $25.06      $77.10

Janus Aspen Balanced Portfolio                $75.46    $117.80        $24.46      $75.30       $24.46      $75.30

OCC Accumulation Trust Managed                $74.89    $114.98        $23.89      $72.48       $23.89      $72.48
Portfolio

Morgan Stanley UF High Yield                  $79.06    $128.56        $28.06      $86.06       $28.06      $86.06

Morgan Stanley UF Fixed Income                $81.95    $137.15        $30.95      $94.65       $30.95      $94.65

Transamerica VIF Money Market                 $72.05    $107.53        $21.05      $65.03       $21.05      $65.03
</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  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 35.

         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 survivo
  annuity.  See  "Settlement  Option
Forms" page 37.

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 29.  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 38.

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 23 and "Account Value" page 24.

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 38.

CONDENSED FINANCIAL INFORMATION

         Because the variable  account has not yet commenced  operations,  there
are 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.

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 22.

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 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 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 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 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 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 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 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 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.  Although  the  portfolio  invests the majority of its assets in
common  stocks,  the portfolio may also invest in debt  securities and preferred
stocks (both having a call on common  stocks by means of a conversion  privilege
or attached  warrants) and warrants or other rights to purchase  common  stocks.
Unless  market  conditions  would  indicate  otherwise,  the  portfolio  will be
invested primarily in such equity-type  securities.  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 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  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 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 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 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 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 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 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)
Code Section  403(b)  annuities;  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 38.

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 38.

         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.

         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 12 allowed transfers without charge during the first contract year.

Investment Option Limits

         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.

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 12 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


<PAGE>


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 38. 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 38.

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 38.

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.

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.

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 3.5%.  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 12 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 18.

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.

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 38.

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."

         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.

         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
591/2; (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 591/2 (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.

         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  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.

         The sale of a  contract  for use with an 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.

         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.

         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. Purchasers should seek competent advise 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.

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

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

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
5.75% 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.

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, 1996,  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.



<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>
<CAPTION>

TABLE OF CONTENTS                                                                                              Page

<S>                                                                                                              <C>
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.....................................................................6
         Standard Total Return Calculations.......................................................................7
         Adjusted Historical Portfolio Performance Data...........................................................7
         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.........................................................................19
</TABLE>



<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

<PAGE>

                                                          3



                     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 current  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  (8000  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.











                                December 22, 1997


<PAGE>
<TABLE>
<CAPTION>



TABLE OF CONTENTS                                                                                              Page

<S>                                                                                                              <C>
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.....................................................................6
         Standard Total Return Calculations.......................................................................7
         Adjusted Historical Portfolio Performance Data...........................................................7
         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.........................................................................19

</TABLE>



<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 25 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 38 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 27 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 sixteen
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.



<PAGE>


         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, 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 period from
 (date of commencement of       For the      For the 3-year      For the      For the 10-year     commencement of
       operation of          1-year period    period ending   5-year period    period ending         portfolio
 corresponding portfolio)        ending         12/31/96          ending          12/31/96         operations to
                                12/31/96                         12/31/96                             12/31/96
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           21.30%           15.77%            N/A              N/A               20.55%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF                 N/A             N/A              N/A              N/A                 N/A
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap           10.01%           15.43%          34.32%             N/A               46.65%
(8/30/90) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          11.78%           8.24%           12.27%             N/A               13.06%
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth         10.39%            N/A              N/A              N/A               19.60%
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier            14.53%           17.60%            N/A              N/A               17.09%
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital             17.65%           17.25%            N/A              N/A               15.64%
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research (7/25/95)      15.40%            N/A              N/A              N/A               18.39%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth         21.29%           26.46%          22.59%           20.69%              16.43%
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income &         13.30%           11.74%          10.16%             N/A                9.73%
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &           16.55%           16.40%          13.11%             N/A               11.26%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income        16.57%            N/A              N/A              N/A               20.09%
(10/5/95)
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced             9.45%           10.73%            N/A              N/A               11.98%
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          15.35%           19.91%          17.20%             N/A               18.40%
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High            N/A             N/A              N/A              N/A                 N/A
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed           N/A             N/A              N/A              N/A                 N/A
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money            N/A             N/A              N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>


         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, 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.
<TABLE>
<CAPTION>

- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
        SUB-ACCOUNT                                                                             For the period from
 (date of commencement of       For the      For the 3-year      For the      For the 10-year     commencement of
       operation of          1-year period    period ending   5-year period    period ending         portfolio
 corresponding portfolio)        ending         12/31/96          ending          12/31/96         operations to
                                12/31/96                         12/31/96                             12/31/96
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           21.24%           15.71%            N/A              N/A               20.48%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 9.95%           15.37%          34.25%             N/A               46.58%
Dreyfus VIF Small Cap
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                11.72%           8.18%           12.21%             N/A               13.00%
OCC Accumulation Trust
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                10.33%            N/A              N/A              N/A               19.53%
MFS VIT Emerging Growth
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                14.48%           17.54%            N/A              N/A               17.03%
Alliance VPF Premier
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                17.59%           17.19%            N/A              N/A               15.58%
Dreyfus VIF Capital
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.34%            N/A              N/A              N/A               18.33%
MFS VIT Research (7/25/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.23%           26.40%          22.53%           20.63%              16.37%
Transamerica VIF Growth
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                13.24%           11.68%          10.11%             N/A                9.67%
Alger American Income &
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.49%           16.34%          13.05%             N/A               11.21%
Alliance VPF Growth &
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.51%            N/A              N/A              N/A               20.03%
MFS VIT Growth w/ Income
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 9.40%           10.67%            N/A              N/A               11.92%
Janus Aspen Balanced
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.29%           19.85%          17.14%             N/A               18.34%
OCC Accumulation Trust
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF High
Yield (1/1/97)
- -----------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF Fixed
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Transamerica VIF Money
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


         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.
<TABLE>
<CAPTION>

- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
        SUB-ACCOUNT                                                                             For the period from
 (date of commencement of       For the      For the 3-year      For the      For the 10-year     commencement of
       operation of          1-year period    period ending   5-year period    period ending         portfolio
 corresponding portfolio)        ending         12/31/96          ending          12/31/96         operations to
                                12/31/96                         12/31/96                             12/31/96
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           26.40%           16.82%            N/A              N/A               21.37%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.11%           16.48%          34.53%             N/A               46.69%
Dreyfus VIF Small Cap
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.88%           9.44%           12.69%             N/A               13.06%
OCC Accumulation Trust
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.49%            N/A              N/A              N/A               22.84%
MFS VIT Emerging Growth
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                19.63%           18.61%            N/A              N/A               17.52%
Alliance VPF Premier
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                22.75%           18.27%            N/A              N/A               16.41%
Dreyfus VIF Capital
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                20.50%            N/A              N/A              N/A               21.66%
MFS VIT Research (7/25/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                26.39%           27.34%          22.89%           20.69%              16.43%
Transamerica VIF Growth
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                18.40%           12.86%          10.62%             N/A                9.73%
Alger American Income &
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.65%           17.44%          13.52%             N/A               11.60%
Alliance VPF Growth &
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.67%            N/A              N/A              N/A               24.04%
MFS VIT Growth w/ Income
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                14.55%           11.87%            N/A              N/A               12.96%
Janus Aspen Balanced
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                20.45%           20.89%          17.56%             N/A               18.40%
OCC Accumulation Trust
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF High
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF Fixed
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Transamerica VIF Money
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


         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.
- ------------------------------- --------------- --------------- --------------- ---------------- --------------------
                                                                                                   For the period
         SUB-ACCOUNT               For the         For the         For the          For the       from commencement
   (date of commencement of     1-year period   3-year period   5-year period   10-year period      of portfolio
         operation of               ending          ending          ending      ending 12/31/96     operations to
   corresponding portfolio)        12/31/96        12/31/96        12/31/96                           12/31/96
- ------------------------------- --------------- --------------- --------------- ---------------- --------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                                <C>             <C>                                                 <C>   
Janus Aspen Worldwide Growth       26.34%          16.76%            N/A             N/A               21.31%
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                     N/A             N/A             N/A             N/A                N/A
Morgan Stanley UF
International Magnum (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   15.05%          16.42%          34.46%            N/A               46.61%
Dreyfus VIF Small Cap
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   16.82%           9.38%          12.63%            N/A               13.00%
OCC Accumulation Trust Small
Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   15.43%            N/A             N/A             N/A               22.78%
MFS VIT Emerging Growth
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   19.58%          18.55%            N/A             N/A               17.46%
Alliance VPF Premier Growth
(6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   22.69%          18.21%            N/A             N/A               16.36%
Dreyfus VIF Capital
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   20.44%            N/A             N/A             N/A               21.60%
MFS VIT Research (7/25/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   26.33%          27.28%          22.83%           20.63%             16.37%
Transamerica VIF Growth
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   18.34%          12.81%          10.57%            N/A               9.67%
Alger American Income &
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   21.59%          17.38%          13.46%            N/A               11.54%
Alliance VPF Growth & Income
(1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   21.61%            N/A             N/A             N/A               23.98%
MFS VIT Growth w/ Income
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   14.50%          11.81%            N/A             N/A               12.90%
Janus Aspen Balanced (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                   20.39%          20.83%          17.50%            N/A               18.34%
OCC Accumulation Trust
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                     N/A             N/A             N/A             N/A                N/A
Morgan Stanley UF High Yield
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                     N/A             N/A             N/A             N/A                N/A
Morgan Stanley UF Fixed
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                     N/A             N/A             N/A             N/A                N/A
Transamerica VIF Money Market
(1/1/98)
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


         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.
<TABLE>
<CAPTION>

- --------------------------- ---------------- ---------------- --------------- ----------------- ---------------------
       SUB-ACCOUNT                                                                              For the period from
 (date of commencement of   For the 1-year   For the 3-year      For the      For the 10-year     commencement of
       operation of          period ending    period ending   5-year period    period ending         portfolio
 corresponding portfolio)      12/31/96         12/31/96          ending          12/31/96         operations to
                                                                 12/31/96                             12/31/96
- --------------------------- ---------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           21.30%           55.15%            N/A              N/A               85.41%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 N/A              N/A              N/A              N/A                 N/A
Morgan Stanley UF
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                10.01%           53.78%          337.20%            N/A              1034.15%
Dreyfus VIF Small Cap
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                11.78%           26.81%          78.33%             N/A               181.28%
OCC Accumulation Trust
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                10.39%            N/A              N/A              N/A               29.48%
MFS VIT Emerging Growth
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                14.53%           62.62%            N/A              N/A               103.96%
Alliance VPF Premier
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                17.65%           61.19%            N/A              N/A               70.76%
Dreyfus VIF Capital
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.40%            N/A              N/A              N/A               27.48%
MFS VIT Research (7/25/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.29%          102.24%          176.88%          555.69%            1057.12%
Transamerica VIF Growth
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                13.30%           39.52%          62.25%             N/A               112.80%
Alger American Income &
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.55%           57.70%          85.12%             N/A               89.07%
Alliance VPF Growth &
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.57%            N/A              N/A              N/A               25.32%
MFS VIT Growth w/ Income
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                9.45%            35.75%            N/A              N/A               45.32%
Janus Aspen Balanced
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.35%           72.41%          121.10%            N/A               314.94%
OCC Accumulation Trust
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 N/A              N/A              N/A              N/A                 N/A
Morgan Stanley UF High
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 N/A              N/A              N/A              N/A                 N/A
Morgan Stanley UF Fixed
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                 N/A              N/A              N/A              N/A                 N/A
Transamerica VIF Money
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>


         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.
<TABLE>
<CAPTION>

- --------------------------- ----------------- --------------- ---------------- ---------------- ---------------------
       SUB-ACCOUNT                                                                              For the period from
 (date of commencement of    For the 1-year      For the      For the 5-year       For the        commencement of
       operation of          period ending    3-year period    period ending   10-year period        portfolio
 corresponding portfolio)       12/31/96          ending         12/31/96      ending 12/31/96     operations to
                                                 12/31/96                                             12/31/96
- --------------------------- ----------------- --------------- ---------------- ---------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           21.24%           54.92%            N/A              N/A               85.10%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF                 N/A              N/A             N/A              N/A                 N/A
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap            9.95%           53.55%          336.10%            N/A              1030.55%
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          11.72%           26.61%           77.88%            N/A               180.10%
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth         10.33%             N/A             N/A              N/A               29.39%
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier            14.48%           62.37%            N/A              N/A               103.50%
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital             17.59%           60.94%            N/A              N/A               70.43%
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research (7/25/95)      15.34%             N/A             N/A              N/A               27.39%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth         21.23%           101.93%         176.18%          552.43%            1047.85%
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income &         13.24%           39.30%           61.83%            N/A               111.94%
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &           16.49%           57.46%           84.66%            N/A               88.49%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income        16.51%             N/A             N/A              N/A               25.24%
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced             9.40%           35.54%            N/A              N/A               45.07%
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          15.29%           72.15%          120.54%            N/A               313.20%
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High            N/A              N/A             N/A              N/A                 N/A
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed           N/A              N/A             N/A              N/A                 N/A
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


         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.
<TABLE>
<CAPTION>

- --------------------------- ----------------- --------------- ---------------- ---------------- ---------------------
       SUB-ACCOUNT                                                                              For the period from
 (date of commencement of    For the 1-year      For the      For the 5-year       For the        commencement of
       operation of          period ending    3-year period    period ending   10-year period        portfolio
 corresponding portfolio)       12/31/96          ending         12/31/96      ending 12/31/96     operations to
                                                 12/31/96                                             12/31/96
- --------------------------- ----------------- --------------- ---------------- ---------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           26.40%           59.40%            N/A              N/A               89.66%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF                 N/A              N/A             N/A              N/A                 N/A
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Small Cap           15.11%           58.03%          340.60%            N/A              1035.85%
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          16.88%           31.06%           81.73%            N/A               181.28%
Small Cap (7/31/88) (1)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Emerging Growth         15.49%             N/A             N/A              N/A               34.58%
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Premier            19.63%           66.87%            N/A              N/A               107.36%
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Dreyfus VIF Capital             22.75%           65.44%            N/A              N/A               75.01%
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Research (7/25/95)      20.50%             N/A             N/A              N/A               32.58%
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Growth         26.39%           106.49%         180.28%          555.69%            1057.12%
(12/1/80) (2)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alger American Income &         18.40%           43.77%           65.65%            N/A               112.80%
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Alliance VPF Growth &           21.65%           61.95%           88.52%            N/A               92.47%
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
MFS VIT Growth w/ Income        21.67%             N/A             N/A              N/A               30.42%
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Janus Aspen Balanced            14.55%           40.00%            N/A              N/A               49.57%
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
OCC Accumulation Trust          20.45%           76.66%          124.50%            N/A               314.94%
Managed (7/31/88) (3)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF High            N/A              N/A             N/A              N/A                 N/A
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Morgan Stanley UF Fixed           N/A              N/A             N/A              N/A                 N/A
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
Transamerica VIF Money            N/A              N/A             N/A              N/A                 N/A
Market (1/1/98)
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


         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.
<TABLE>
<CAPTION>

- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
                                                                                                For the period from
        SUB-ACCOUNT             For the      For the 3-year      For the      For the 10-year     commencement of
 (date of commencement of    1-year period    period ending   5-year period    period ending         portfolio
       operation of              ending         12/31/96          ending          12/31/96         operations to
 corresponding portfolio)       12/31/96                         12/31/96                             12/31/96
- ---------------------------- --------------- ---------------- --------------- ----------------- ---------------------
- ---------------------------------------------------------------------------------------------------------------------

<S>                             <C>              <C>                                                  <C>   
Janus Aspen Worldwide           26.34%           59.17%            N/A              N/A               89.35%
Growth (9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF
International Magnum
(1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.05%           57.80%          339.50%            N/A              1032.25%
Dreyfus VIF Small Cap
(8/30/90)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                16.82%           30.86%          81.28%             N/A               180.10%
OCC Accumulation Trust
Small Cap (7/31/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                15.43%            N/A              N/A              N/A               34.49%
MFS VIT Emerging Growth
(7/23/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                19.58%           66.62%            N/A              N/A               106.90%
Alliance VPF Premier
Growth (6/26/92)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                22.69%           65.19%            N/A              N/A               74.68%
Dreyfus VIF Capital
Appreciation (4/27/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                20.44%            N/A              N/A              N/A               32.49%
MFS VIT Research (7/25/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                26.33%          106.18%          179.58%          552.43%            1047.85%
Transamerica VIF Growth
(12/1/80)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                18.34%           43.55%          65.23%             N/A               111.94%
Alger American Income &
Growth (11/14/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.59%           61.71%          88.06%             N/A               91.89%
Alliance VPF Growth &
Income (1/14/91)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                21.61%            N/A              N/A              N/A               30.34%
MFS VIT Growth w/ Income
(10/8/95)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                14.50%           39.79%            N/A              N/A               49.32%
Janus Aspen Balanced
(9/12/93)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                20.39%           76.40%          123.94%            N/A               313.20%
OCC Accumulation Trust
Managed (7/31/88)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF High
Yield (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Morgan Stanley UF Fixed
Income (1/1/97)
- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
                                  N/A             N/A              N/A              N/A                 N/A
Transamerica VIF Money
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  year  1996,  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  5.75%  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 has not yet commenced operations, 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.






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