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SENTINEL ADVANTAGE
Variable Annuity Contract
issued by
National Life Insurance Company
Supplement dated May 20, 1998 to Prospectus dated May 1, 1998
NATIONAL LIFE INSURANCE COMPANY
On May 8, 1998, the Board of Directors of National Life Insurance Company
("National Life") approved a Plan of Reorganization under which National Life
would convert from a mutual life insurance company to a stock life insurance
company, all of the outstanding stock of which would initially be indirectly
owned by a newly formed mutual insurance holding company, National Life Holding
Company. All policyholders of National Life, including Owners of the Contracts,
would become voting members of National Life Holding Company. The contractual
rights of Owners of the Contracts would not change if the Plan of Reorganization
is consummated. The Plan of Reorganization is subject to the approval of the
Vermont Commissioner of Banking, Insurance, Securities and Health Care
Administration, and to a favorable vote of the policyholders of National Life.
Under the Vermont law governing the conversion of mutual life insurance
companies to mutual holding company structures, purchasers of Contracts after
the National Life Board's approval of the Plan of Reorganization and before its
effective date have the right to return their Contracts within 10 days of
receipt of a notice that the reorganization is pending, and receive a refund of
all premiums paid.
GOLDMAN SACHS VARIABLE INSURANCE TRUST
The second sentence of the first paragraph under "Goldman Sachs
Variable Insurance Trust" on page 14 of the prospectus is amended to read as
follows: Goldman Sachs Variable Insurance Trust is a "series" type mutual fund
registered with the SEC as an open-end management investment company issuing a
number of series or classes, each of which represents an interest in a Fund of
Goldman Sachs Variable Insurance Trust. Each Fund, except the Global Income
Fund, is a diversified investment company. In addition, the investment objective
of the Midcap Equity Fund of the Trust is amended to read as follows: Seeks
long-term capital appreciation primarily through investments in equity
securities of companies with public stock market capitalizations within the
range of the market capitalization of companies constituting the Russell Midcap
Index at the time of investment (currently between $400 million and $16
billion).
It should also be noted that the expense ratios presented on page 6 of the
Prospectus for the four series of the Goldman Sachs Variable Insurance Trust are
estimates, since the Trust began operations on January 1, 1998. In the absence
of expense reimbursement programs, pursuant to which Goldman Sachs Asset
Management and Goldman Sachs Asset Management International have respectively
agreed to reduce or limit certain Fund expenses (excluding management fees,
taxes, interest and brokerage fees, and litigation, indemnification and
extraordinary expenses), it is estimated that the "Other Expenses" and "Total
Other Expenses" for the International Equity Fund, the Global Income Fund, the
CORE Small Cap Equity Fund and the Mid Cap Equity Fund would have been 1.22% and
2.22%, 1.72% and 2.62%, 1.03% and 1.78%, and .53% and 1.33%, respectively.
