GLENBROOK LIFE VARIABLE LIFE SEPARATE ACCOUNT B
424B3, 1999-01-08
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                        SUPPLEMENT DATED JANUARY 8, 1999
                      TO THE PROSPECTUS DATED JUNE 30, 1998
                      OF GLENBROOK LIFE AND ANNUITY COMPANY
                    FLEXIBLE PREMIUM VARIABLE UNIVERSAL LIFE
                               INSURANCE CONTRACTS


The following information is added to your prospectus for the Glenbrook Life and
Annuity Company Flexible Premium Variable Universal Life Insurance Contracts:

     Under "Guarantee Period" page 9:

     The first sentence under the heading  "Guarantee  Period" is removed in its
     entirety and replaced with the following:

     The Contract will not be terminated during the guarantee period even if the
     cash  surrender  value  is zero as long  as the  amount  of the  cumulative
     premiums paid less partial  withdrawals and contract loans is more than the
     Cumulative Guarantee Period Premium.

Please retain this supplement for future reference.

The date of this supplement is January 8, 1999.



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