COMPANION LIFE SEPARATE ACCOUNT B
S-6/A, EX-99.6, 2000-09-28
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Exhibit (6): Opinion and Consent of Actuary.


      September 22, 2000

TO:   COMPANION LIFE INSURANCE COMPANY

FROM: Robert Hupf, FSA, MAAA

RE:   ACTUARIAL OPINION
      -----------------

This opinion is furnished in connection with the registration by Companion Life
Insurance Company of a Flexible Premium Variable Universal Life Insurance policy
760Y-0600 under the Securities Act of 1933. The prospectus included in
Pre-Effective Amendment No. 1 to Registration Statement No. 333-41172 on Form
S-6 describes the Policy. I have reviewed the Policy form and I have
participated in the preparation and review of the Registration Statement
Exhibits thereto.

In my opinion, the illustration of death benefit, surrender value, and premium
shown in the Illustration section of the Policy prospectus included in the
Registration Statement, based on the assumptions stated in the illustrations,
are consistent with the provisions of the Policy. Such assumptions, including
the current cost of insurance rates and other charges, are reasonable. The ages
selected in the illustrations are representative of the manner in which the
Policy operates. The Policy has not been designed so as to make the relationship
between premiums and benefits, as shown in the illustrations, appear to be more
favorable to prospective purchasers of Policies at the ages and in the rate
classes illustrated than to prospective purchasers of Policies, for males or
females, at other ages.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading Experts in the prospectus
as to actuarial matters.

                              /s/ Robert Hupf, FSA, MAAA
                              ROBERT HUPF, FSA, MAAA
                              Vice President and Actuary



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