VARIABLE ANNUITY FUND I OF SOUTHWESTERN LIFE
N-14/A, 1995-06-23
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                                                               File No. 33-59447
                    U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM N-14

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

/ / Pre-Effective Amendment No.              /x/ Post-Effective Amendment No. 1
                        (Check appropriate box or boxes)
- -------------------------------------------------------------------------------
                  VARIABLE ANNUITY FUND I OF SOUTHWESTERN LIFE
               (Exact Name of Registrant as Specified in Charter)

Lincoln Plaza, 500 North Akard Street,         (214) 954-7111
Dallas, Texas 76201-3320                       (Area Code and Telephone Number)
(Address of Principal Executive Offices)                                

Daniel B. Gail, Esq.                     Copies to:  Cynthia W. Young, Esq.
Southwestern Life Insurance Company                  Wyatt, Tarrant & Combs
500 North Akard Street                               2800 Citizens Plaza
Dallas, Texas  75201                                 Louisville, Kentucky  40202
(Name and Address of Agent for Service)
- --------------------------------------------------------------------------------
                     SCUDDER VARIABLE LIFE INVESTMENT FUND
               (Exact Name of Registrant as Specified in Charter)

Two International Place,                       (617) 295-2567
Boston, Massachusetts 02110                    (Area Code and Telephone Number)
(Address of Principal Executive Offices)       

Thomas F. McDonough                   Copies to: Juris Padegs, Esq.
Scudder, Stevens & Clark, Inc.                   Scudder, Stevens & Clark, Inc.
Two International Place                          345 Park Avenue
Boston, Massachusetts  02110-4103                New York, New York  10154
(Name and Address of Agent for Service)
- -------------------------------------------------------------------------------
Approximate Date of Proposed Public Offering:  As soon as practicable  after the
effective date of this registration  statement.  It is proposed that this filing
will become effective immediately upon filing pursuant to Rule 488(b)(ix) under
the Securities Act of 1933.
- --------------------------------------------------------------------------------
<PAGE>

     The  Registration  Statement  on Form N-14 of  Variable  Annuity  Fund I of
Southwestern  Life and Scudder  Variable Life Investment Fund, File No. 33-59447
(the  "Registration  Statement"),  is hereby  incorporated  by  reference in its
entirety.

     This Post-Effective Amendment No. 1 to the Registration Statement is filed
to amend the Registration Statement to include therein the signature page
executed by and on behalf of Variable Annuity Fund I of Southwestern Life.

Item 16. Exhibits.

The  following  exhibit  is  filed  as  part  of  this  Amendment  No.  1 to the
Registration Statement:

(16)   Powers of Attorney (filed herewith)
<PAGE>

                               SIGNATURES


                  As required by the Securities Act of 1933,  this  Registration
Statement  has been signed on behalf of the  registrant,  in the City of Dallas,
and the State of Texas on the 8th day of May, 1995.

                  Registrant:      Variable Annuity Fund I of Southwestern Life

                                  By:   /s/  Alfred W. Kennon
                                        ------------------------------
                                        President and Secretary

                  As required by the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
               Signature                Title                                              Date
               ---------                -----                                              ----
<S>                                      <C>                                                <C> 
 /s/ Alfred W. Kennon                    President, (Chief Executive                        May 8, 1995
- --------------------------               Officer) and Secretary  
Alfred W. Kennon                                        


 /s/ Richard P. Pimsner                  Assistant Vice President (Chief Financial          May 8, 1995
- ---------------------------              and Accounting Officer)
Richard P. Pimsner                                        


 /s/ John T. Hull                        Member, Board of Managers of Variable              May 8, 1995
- -----------------------------            Annuity Fund I of Southwestern Life
John T. Hull                                         

 /s/ Lynn Craft                          Member, Board of Managers of Variable              May 8, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Lynn Craft                                         
 
                                         Member, Board of Managers of Variable              May 8, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Boone Powell, Jr.                                         

 /s/ Bill J. Priest                      Chairman, Board of Managers of Variable            May 8, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Bill J. Priest                                         
</TABLE>
<PAGE>

                               SIGNATURES


     As required by the Securities Act of 1933, this Post-Effective Amendment
No. 1 to this Registration Statement has been signed on behalf of the
registrant, in the City of Dallas, and the State of Texas on the 23rd day of
June, 1995.

                  Registrant:      Variable Annuity Fund I of Southwestern Life

                                  By:   /s/  Alfred W. Kennon
                                        ------------------------------
                                        Alfred W. Kennon,
                                        President and Secretary

                  As required by the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:
<TABLE>
<CAPTION>
               Signature                Title                                              Date
               ---------                -----                                              ----
<S>                                      <C>                                                <C> 
 /s/ Alfred W. Kennon                    President (Chief Executive                         June 23, 1995
- --------------------------               Officer) and Secretary  
Alfred W. Kennon                                        


 /s/ Richard P. Pimsner                  Assistant Vice President (Chief Financial          June 23, 1995
- ---------------------------              and Accounting Officer)
Richard P. Pimsner                                        


 /s/ John T. Hull                        Member, Board of Managers of Variable              June 23, 1995
- -----------------------------            Annuity Fund I of Southwestern Life
John T. Hull                                         

     *                                   Member, Board of Managers of Variable              June 23, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Lynn Craft                                         
    
                                         Member, Board of Managers of Variable              June 23, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Boone Powell, Jr.                                         

     *                                   Chairman, Board of Managers of Variable            June 23, 1995
- ------------------------------           Annuity Fund I of Southwestern Life
Bill J. Priest                                         


     * By   /s/ Alfred W. Kennon
          -------------------------
          Alfred W. Kennon, Attorney-in-fact,
          Pursuant to the Powers of Attorney filed as Exhibit 16 to this
          Registration Statement.
    
</TABLE>
<PAGE>

                           SIGNATURES

     Pursuant  to  the  requirements  of the  Securities  Act of  1933  and  the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
its  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto  duly  authorized,  in the  City of  Boston  and the  Commonwealth  of
Massachusetts on the 23rd day of June, 1995.

                                       Scudder Variable Life Investment Fund

                                       By: /s/ Daniel Pierce
                                           ---------------------------------- 
                                               Daniel Pierce, Vice President

<TABLE>
<CAPTION>

SIGNATURE                            TITLE                                        DATE
- ----------                           --------                                     -----
<S>                                  <C>                                          <C>
     *
- ---------------------
David B. Watts                       President (Principal Executive Officer)      June 23, 1995
                                     and Trustee

     *
- ---------------------
Daniel Pierce                        Trustee                                      June 23, 1995

     *
- ---------------------
Dr. Kenneth Black, Jr.               Trustee                                      June 23, 1995

     *
- ---------------------
Peter B. Freeman                     Trustee                                      June 23, 1995

     *
- ---------------------
Dr. J.D. Hammond                     Trustee                                      June 23, 1995

     *
- ---------------------
Pamela A. McGrath                    Treasurer                                    June 23, 1995
                                     (Principal Financial and Accounting
                                     Officer)

     * By  /s/ Sheldon Jones
          -----------------------
          Pursuant to the Power of Attorney dated May 8, 1995
          and included on the signature page of Scudder Variable Life
          Investment Fund in this Registration Statement
</TABLE>

                                 EXHIBIT INDEX


No.                                Description
- ---                                -----------

(16)                               Powers of Attorney
<PAGE>

                                   EXHIBIT 16

                               POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, the undersigned consti-
tutes and appoints John T. Hull and Alfred W. Kennon, and each of
them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form N-14 of Variable
Annuity Fund I of Southwestern Life (the "Separate Account") and
Scudder Variable Life Investment Fund ("Scudder"), relating to the
proposed conversion of the Separate Account to a unit investment
trust and the exchange of assets of the Separate Account for shares
of the Capital Growth Portfolio of Scudder, and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and their substitutes, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and their substitutes, may lawfully do or cause to
be done by virtue hereof. 


Signature                  Title                                Date
- ---------                  -----                                ----


/s/ Bill J. Priest         Manager, Variable Annuity            May 8, 1995
- ---------------------      Fund I of Southwestern Life          -----------     
Bill J. Priest
<PAGE>

                               POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, the undersigned consti-
tutes and appoints John T. Hull and Alfred W. Kennon, and each of
them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments to this Registration Statement on Form N-14 of Variable
Annuity Fund I of Southwestern Life (the "Separate Account") and
Scudder Variable Life Investment Fund ("Scudder"), relating to the
proposed conversion of the Separate Account to a unit investment
trust and the exchange of assets of the Separate Account for shares
of the Capital Growth Portfolio of Scudder, and to file the same
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and their substitutes, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, and their substitutes, may lawfully do or cause to
be done by virtue hereof. 



Signature                  Title                                Date
- ---------                  -----                                ----


/s/ Lynn Craft             Manager, Variable Annuity            May 8, 1995
- ---------------------      Fund I of Southwestern Life          -----------     
Lynn Craft 

                             Wyatt, Tarrant & Combs
                              2800 Citizens Plaza
                           Louisville, Kentucky 40202

                                                  June 23, 1995

Edward MacDonald
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street
Washington, D.C. 20549

Dear Mr. MacDonald:

     This letter relates to  Post-Effective  Amendment No. 1 to the Registration
Statement  on Form N-14 of Variable  Annuity  Fund I of  Southwestern  Life (the
"Separate Account") and Scudder Varible Life Investment Fund, File No. 33-59447,
that is being filed  electronically  today. The sole purpose of the amendment is
to amend the  signature  page that was  initially  filed  with the  registration
statement  on behalf of the  Separate  Account,  to conform  it to the  manually
signed  signature  page,  which was  executed  by and on behalf of the  Separate
Account in  accordance  with Rule 302 of  Regulation  S-T. The  manually  signed
signature  page was signed by three of the four members of the Board of Managers
of the Separate  Account,  but the electronic  filing only showed the names (and
signatures) of two of the four members of the Board.

     The  registrants  request that the  Commission  declare the  Post-Effective
Amendment No. 1 to the Registration Statement  automatically  effective pursuant
to Rule 485(b) (ix) of Regulation C.

                                             Sincerely yours,

                                             WYATT, TARRANT & COMBS

                                             Cynthia W. Young

CWY
               


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